HomeMy WebLinkAbout2016-03-21 City Council Agenda PacketCity Council
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March 21, 2016
Regular Meeting
Council Chambers
6:00 PM
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HEARINGS REQUIRED BY LAW Applicants and/or appellants may have up to ten minutes at the outset of the public discussion to make their remarks and up to three minutes for concluding remarks after other members of the public have spoken.
Call to Order
Study Session 6:00-7:00 PM
1.Presentation From Stanford University Representatives Regarding a
Project Filed With the County of Santa Clara to Reallocate and add
New Housing Units
Special Orders of the Day 7:00-7:30 PM
2.Community Partner Presentation: Palo Alto Players at the Lucie Stern
Community Theatre
3.Awarding of Certified Fire Chief Designation to Fire Chief Eric Nickel by
the California State Fire Marshall Tonya Hoover
REVISED
2 March 21, 2016
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Agenda Changes, Additions and Deletions
City Manager Comments 7:30-7:40 PM
Oral Communications 7:40-7:55 PM
Members of the public may speak to any item NOT on the agenda. Council reserves the right to limit the duration of Oral Communications period to 30 minutes.
Consent Calendar 7:55-8:00 PM
Items will be voted on in one motion unless removed from the calendar by three Council Members.
4.Finance Committee Recommendation to Adopt a Resolution Approving
a Power Purchase Agreement With Hecate Energy Palo Alto LLC for up
to 75,000 Megawatt-hours per Year of Energy Over a Maximum of 40
Years for a Total Not-to-Exceed Amount of $101 Million
5.Finance Committee Recommendation to Adopt a Resolution Continuing
the Palo Alto Clean Local Energy Accessible Now (CLEAN) Program and
Decreasing the Contract Rate: (1) for Solar Resources to 8.9c/kWh to
9.0c/kWh, and (2) for Non-Solar Renewable Energy Resources to
8.1c/kWh to 8.2c/kWh; and Amending Associated Program Eligibility
Rules and Power Purchase Agreement Accordingly
6.Approval of Amendment One to Contract Number C15157200 WithWalker Parking Consultants to add $29,330 for Design of Automatic
Parking Guidance Systems (APGS) and Parking Access and Revenue
Controls (PARCs); Approval of a Transfer of $29,330 From the
University Avenue Parking Permit Fund to PL-15002 and Approval of
Budget Amendments for PL-15002 in the Capital Fund and the
University Avenue Parking Permit Fund
7.Recommendation Regarding the use of the Remaining Library Bond
Funds and De-commissioning the Library Bond Oversight Committee
8.Approval of Amendment One to Contract Number S16155217, Utilities
Underground Locating Contract With MDR Utility Locating Specialists,
Inc. to Increase the Not-to-Exceed Amount by $75,000 Annually to
$160,000 per Year, for a Total Not-to-Exceed Amount of $480,000
over Three Years to Provide Utility Locating Services With the
Underground Service Alert of Northern/Central California for
Identifying and Marking the City of Palo Alto’s Underground Facilities
9.Approval and Authorization for the City Manager to Execute a Contract
With Public Safety Innovations in an Amount Not-to-Exceed $250,000
to Perform Work Across a Facet of Network, Computer, Data, Radio,
and Other Telecommunications Systems That Reside in Vehicles,
Portable Platforms, or in Fixed Locations in Support of the Palo Alto
Public Safety Team for a Term Through June 30, 2021
10.SECOND READING: Adoption of an Ordinance Amending the Palo Alto
Municipal Code Regulations Related to Hazardous Materials use,
Storage and Handling in the Office, Research and Manufacturing
Zoning Districts and Nonconforming Uses and Facilities (FIRST
READING: February 28, 2016 PASSED: 9-0); SECOND READING:
Adoption of an Ordinance Regarding Amortization of Nonconforming
Uses at Communications & Power Industries LLC (CPI) Located at 607-
811 Hansen Way (FIRST READING: February 28, 2016 PASSED: 9-0);
and Approval of Related Terms of Agreement Between the City and
CPI
Action Items
Include: Reports of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Reports of Officials, Unfinished Business and Council Matters.
8:00-8:30 PM
11.PUBLIC HEARING: Adoption of a Mitigated Negative Declaration and
Approval of a Site and Design Review Application for a new Two-Story,
7,500 Square Foot, 50-Foot Tall Building Designed to Handle Sludge
De-watering and Truck Load-outs, With Adjacent Stand-by Generator,
and a new Outdoor Equipment Area Next to the Existing Incinerator, to
be Placed Centrally on the Regional Water Quality Control Plant Site at
2501 Embarcadero Way
8:30-10:00 PM
12.Comprehensive Plan Update: Housing Sites and Programs
10:00-10:45 PM
13.Discussion of Reallocation and Increase of Housing Units at Stanford
University for Graduate Students and Possible Direction to Prepare a
Commend Letter Regarding the Project to Santa Clara County
3 March 21, 2016
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Inter-Governmental Legislative Affairs
Council Member Questions, Comments and Announcements Members of the public may not speak to the item(s)
Adjournment
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4 March 21, 2016
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Additional Information
Standing Committee Meetings
Sp. Policy and Services Committee Meeting March 22, 2016
Sp. Rail Committee Meeting March 23, 2016
Schedule of Meetings
Schedule of Meetings
Tentative Agenda
Tentative Agenda
Informational Report
2014 - 2015 Annual Review of Compliance With the "Mayfield" Development
Agreement With Stanford University
City of Palo Alto Utilities Update for the Second Quarter of Fiscal Year 2016
Public Letters to Council
Set 1
City of Palo Alto (ID # 6615)
City Council Staff Report
Report Type: Study Session Meeting Date: 3/21/2016
Summary Title: Stanford Student Housing Project Presentation by Stanford
Title: Presentation from Stanford University Representatives Regarding A
Project Filed with the County of Santa Clara to Reallocate and Add New
Housing Units
From: City Manager
Lead Department: Planning and Community Environment
Recommendation
Staff recommends that the City Council receive a presentation from Stanford University
representatives and provide comments as appropriate.
Executive Summary
The purpose of this study session is to receive a presentation from Stanford University
representatives to learn more about a proposed project, which is subject to the governing
General Use Permit to reallocate several hundred housing units from various campus districts
and add 1,450 additional housing units to the East Campus District.
Staff previously prepared a comment letter to the County regarding the project (Attachment A)
which was later responded to (Attachment B). No action can be taken during the study session
discussion, however, questions may be asked of Stanford representatives to learn more about
the project and possible impacts. Also, there is an action item scheduled later on the Council’s
agenda if the Council is interested in directing staff to prepare a supplemental comment letter
that reflects Council and community interests in the project. To be considered by the County
Planning Commission, a letter from the City Council would have to be prepared and transmitted
prior to their meeting of March 24, 2016.
Background
Stanford University is located within unincorporated Santa Clara County land. In 2000, the
County Board of Supervisors approved a General Use Permit (GUP) that regulates future land
use growth and development. The GUP included a number of conditions of approval, which is
available for viewing online: https://lbre.stanford.edu/sites/all/lbre-
shared/files/docs public/SCC SU GUP.pdf.
City of Palo Alto Page 1
On January 14, 2016, Stanford filed an application to reallocate 566 housing units from various
campus districts to the East Campus Development District. Stanford also requests an approval
for 1,450 additional housing units beyond the 3,018 housing unit limit in the GUP.
The County is currently reviewing the application and there will be a public hearing before the
24thCounty Planning Commission on March . City planning staff requested Stanford
representatives present the project to the Planning & Transportation Commission (PTC) and
10thCity Council. The PTC discussion took place on February
(https://www.cityofpaloalto.org/civicax/filebank/documents/50937), and helped to inform
staff’s letter to the County, dated February 11, 2016. Stanford submitted responses to this
letter on February 19, 2016 (Attachment B).
Included with this report is the Stanford application to the County, including their traffic
analysis, photo simulations, project description and other information (Attachment C).
While the City has no direct role in reviewing the subject application, the County will consider
city comments in its review.
If the City Council finds that further comments or information needs to be transmitted to the
County related to its review of the subject application, those comments may be communicated
to staff when considering the action item related to this topic later in the agenda.
Policy Implications
Stanford’s housing proposal comes at a time when the City is considering ways to address the
impact of its ratio of jobs to employed residents (“jobs housing balance”) and things that can be
done to stimulate smaller units. In that respect, the University’s proposal is in keeping with the
City’s ongoing policy discussions.
The City’s Comprehensive Plan contains many policies that are protective of the City’s quality of
life, and calls on the City to “Maintain an active cooperative working relationship with Santa
Clara County and Stanford University regarding land use issues” (Policy L-2).
Attachments:
Attachment A: Stanford GUP Comment Letter (CPA 02.11.16) (PDF)
Attachment B: EV Grad Residences Response to CPA comments (PDF)
Attachment C: Stanford University 2000 General Use Permit - Application for
Reallocation of Housing Units and Request for Additional Housing Under GUP Condition
F.7 (PDF)
City of Palo Alto Page 2
Attachment A -
Attachment B -
Attachment C -
Escondido Village Graduate Student Residences Project
GUP EIR Intersection Evaluation
Prepared for:
Stanford Land Use and Environmental Planning Office
January 2016
WC15-3260
Escondido Village Graduate Student Residences Project
GUP EIR Intersection Evaluation
January 2016
Table of Contents
INTRODUCTION .................................................................................................................................... 1
Background ............................................................................................................................................................................ 1
Project Description .............................................................................................................................................................. 1
METHODOLOGY.................................................................................................................................... 2
Stage A Screening Analysis .............................................................................................................................................. 2
Stage B Impact Assessment and Mitigation Approach ........................................................................................ 2
STAGE A: SCREENING ANALYSIS ....................................................................................................... 3
Residential Unit Allocation ............................................................................................................................................... 3
Parking Space Allocation .................................................................................................................................................. 4
STAGE B: IMPACT ASSESSMENT ........................................................................................................ 6
Study Area .............................................................................................................................................................................. 6
Level of Service Methodology ........................................................................................................................................ 6
Existing Traffic Volumes .................................................................................................................................................... 7
Trip Generation ..................................................................................................................................................................... 9
Trip Distribution and Assignment .............................................................................................................................. 12
Level of Service Results .................................................................................................................................................. 13
Conclusions ......................................................................................................................................................................... 14
Appendices
Appendix A: Scoping of Project-Specific Traffic Studies Under Stanford GUP Condition of Approval G11
(1/16/02)
Appendix B: Traffix LOS Worksheets
Escondido Village Graduate Student Residences Project
GUP EIR Intersection Evaluation
January 2016
List of Figures
Figure 1: Existing Peak Hour Traffic Volumes and Project Trip Assignment ............................................................... 8
List of Tables
Table 1: GUP Residential Beds Allocation with Project ........................................................................................................ 4
Table 2: GUP Parking Space Allocation With Project ............................................................................................................. 5
Table 3: Signalized Intersection Level of Service Definitions .............................................................................................. 7
Table 4A: Trip Generation Change For Housing reallocation Portion of Project (581 Beds)............................... 11
Table 4B: Trip Generation Change For Additional Housing Portion of Project (1,450 Beds) .............................. 11
Table 4C: Trip Generation Change For Full Project (2,031 Beds) .................................................................................... 11
Table 5: Intersection Analysis Results ........................................................................................................................................ 14
Escondido Village Graduate Student Residences Project
GUP EIR Intersection Evaluation
January 2016
1
INTRODUCTION
BACKGROUND
This report presents the external traffic impact portion of the environmental assessment for the proposed
Escondido Village Graduate Student Residences Project (Project). The Project consists of up to 2,031 net
new graduate student beds, and 730 net new parking spaces. The Project would use all of the 581 beds
remaining in the 2000 GUP’s initial 3,016-unit housing authorization, and would necessitate Planning
Commission approval to reallocate 566 of those 581 units from other development districts to the East
Campus development district, as allowed by GUP Condition F.4(b) (“Housing Reallocation”). In addition, the
Project would require Planning Commission approval of 1,450 beds beyond the 3,018 housing units initially
authorized by the 2000 GUP, as allowed by GUP Condition F.7 (“Additional Housing”).
This report has been prepared according to the requirements of GUP Conditions of Approval D.5, D.6 and
G.11. The report’s scope and methodology is consistent with the memorandum of understanding (MOU)
on how such studies should be prepared, entitled Scoping of Project-Specific Transportation Studies under
Stanford GUP Condition of Approval G.11. The MOU is included in Appendix A.
PROJECT DESCRIPTION
The Project consists of up to 2,031 net new beds and 730 net new parking spaces in Escondido Village,
located along the Serra Street and Campus Drive frontages of the Village, with primary vehicular access via
Serra Street roughly mid-way between Campus Drive and El Camino Real. The beds are intended to serve
current graduate student housing demand, as opposed to accommodating graduate student enrollment
growth. The beds include up to 2,020 targeted for graduate students, 8 for guests, and 3 for resident
directors.
The Project parking supply would add 730 net new spaces to Escondido Village, for use by all Village
residents. The parking would be provided in a 1,300-space garage, which would result in the net of 730
new spaces after the loss of surface parking underneath the Project footprint.
Escondido Village Graduate Student Residences Project
GUP EIR Intersection Evaluation
January 2016
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METHODOLOGY
The GUP EIR Intersection Impact Evaluation involves two stages, as described below (refer also to
Appendix A).
STAGE A SCREENING ANALYSIS
The Stage A screening analysis provides a description of the Project’s effect on the running total of
residential beds and parking spaces added to the Campus under the 2000 GUP. The “cumulative running
totals” of built/approved beds and parking spaces by campus development district are compared to the
totals analyzed in the GUP EIR. Under the methodology agreed upon by Stanford and the County of Santa
Clara, if the running total exceeds the GUP EIR build-out total in any area, a Stage B analysis would be
prepared as described below.
STAGE B IMPACT ASSESSMENT AND MITIGATION APPROACH
The intent of the Stage B analysis is to provide a comparison of the intersection volumes at the GUP analysis
intersections using the GUP EIR trip generation and distribution assumptions with the intersections volumes
that would result from the cumulative running totals identified in the Stage A screening analysis. As
originally envisioned in the Conditions of Approval, the report would identify the number of trips the Project
would add to each GUP intersection, as well as the cumulative running total of other GUP projects approved
to date. The running total would be compared to the GUP build-out trip total as reported in the GUP EIR.
If the current total exceeds the GUP EIR build-out total at any intersection, further Stage B impact analysis
would be conducted at the affected intersections.
As individual projects have been assessed under the GUP, none have yet required a Stage B assessment,
because the projects have all been shown to be consistent with the original GUP EIR traffic analysis
assumptions. Therefore, there is no cumulative running total of project trips at external intersections.
However, since this Project necessitates approval of Additional Housing beyond the 3,016 units initially
authorized by the GUP, a Stage B assessment is provided for the external intersections closest to the Project
site.
Escondido Village Graduate Student Residences Project
GUP EIR Intersection Evaluation
January 2016
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STAGE A: SCREENING ANALYSIS
This section compares the GUP residential unit allocation by district and parking space allocation by district
as originally set forth in the GUP EIR, to the allocation with the Project. The comparison separates out the
581-bed Housing Reallocation portion of the Project from the 1,450-bed Additional Housing portion of the
Project.
RESIDENTIAL UNIT ALLOCATION
Table 1 (see next page) shows the current cumulative running totals of residential beds created and
removed, by development district, under the GUP. The table reflects the amendments approved in 2013
and 2014 to change the types of housing authorized by the 2000 GUP.
The Housing Reallocation portion of the Project would move housing units from other development districts
to the East Campus district; that Housing Reallocation would not create different external traffic volumes
relative to those analyzed in the GUP EIR, because the GUP EIR analysis did not assign traffic from distinct
campus zones, but rather assigned traffic from a single campus zone. Thus, the movement of the bed
allocations from various development districts to the East Campus Development District would not change
the EIR traffic projections. Therefore, this portion of the Project, if proposed alone, would not require a
Stage B external traffic assessment.
The Additional Housing portion of the Project, however, triggers a Stage B impact assessment to
demonstrate the effect on external intersections of adding 1,450 beds beyond the 3,018 housing units that
the 2000 GUP initially authorized.
Both portions of the Project are included in the Stage B assessment, in order to provide a full accounting of
the estimated changes in external traffic with the full Project.
Escondido Village Graduate Student Residences Project
GUP EIR Intersection Evaluation
January 2016
6
STAGE B: IMPACT ASSESSMENT
This section presents the Stage B assessment for the Project. As previously noted, the analysis includes both
components of the Project.
STUDY AREA
Based on the location of the Project and the forecast trip generation (discussed below), Fehr & Peers
determined that El Camino Real/Serra Street and El Camino Real/Stanford Avenue intersections should be
included in the Stage B assessment. EIR intersections located farther away from the Project site would serve
much lower Project traffic volumes and would be unlikely to experience level of service (LOS) changes with
the Project.
LEVEL OF SERVICE METHODOLOGY
The operations of roadway facilities are described with the term LOS, a qualitative description of traffic flow
based on such factors as speed, travel time, delay, and freedom to maneuver. Six levels are defined from
LOS A, as the best operating conditions, to LOS F, or the worst operating conditions. LOS E represents “at-
capacity” operations. When traffic volumes exceed the intersection capacity, stop-and-go conditions result,
and operations are designated as LOS F.
The level of service method approved by Santa Clara County Valley Transportation Authority (VTA) and
adopted by the City of Palo Alto for signalized intersections is the method described in Chapter 16 of the
2000 Highway Capacity Manual (HCM) (Special Report 209, Transportation Research Board) with adjusted
saturation flow rates to reflect conditions in Santa Clara County. This method bases signalized intersection
operations on the average control vehicular delay.
Control delay includes initial deceleration delay, queue move-up time, stopped delay, and acceleration
delay. The average control delay for signalized intersections is calculated using TRAFFIX analysis software
and is correlated to a LOS designation as shown in Table 3. The City of Palo Alto has established LOS D as
the minimum acceptable operating level of service for intersections excluded from the Congestion
Management Program (CMP). The minimum acceptable level for CMP-monitored intersections is LOS E. The
LOS standard for intersections (including CMP intersections) under the jurisdiction of Santa Clara County
(e.g., expressways) is LOS E.
Escondido Village Graduate Student Residences Project
GUP EIR Intersection Evaluation
January 2016
9
TRIP GENERATION
The trip generation estimates for the Housing Reallocation portion of the Project (581 beds1) and the
Additional Housing portion of the Project (1,450 beds) are shown in Tables 4A and 4B, respectively. The
trip generation estimates are based on the trip rates used in the GUP EIR. Because the new beds are planned
to serve current demand for graduate student housing, the effect of the new beds is to bring current student
commuters onto campus.
As shown in Table 4A, the Housing Reallocation portion of the Project would bring 581 student commuters
onto campus. Applying the appropriate trip rates, this change would reduce the peak-hour/peak-direction
traffic to/from the campus as a whole compared to Existing Conditions, and would only moderately increase
the non-peak AM travel (i.e. leaving campus) compared to Existing Conditions:
Net Change Across Campus Cordon (Housing Reallocation Portion of Project):
AM Inbound: -25 trips
AM Outbound +8 trips
PM Inbound: -9 trips
PM Outbound: -5 trips
The Additional Housing portion of the Project, 1,450 beds, would further decrease the vehicle trips traveling
to and from campus in the peak hour/peak direction, and would further increase the AM outbound travel:
Net Change Across Campus Cordon (Additional Housing Portion of Project):
AM Inbound: -62 trips
AM Outbound: +19 trips
PM Inbound: -22 trips
PM Outbound: -12 trips
With the full Project, the campus-wide net trip changes, compared to Existing Conditions, would be:
1 Only 566 of the 581 remaining residential units would need to be reallocated to the East Campus development district;
15 units already are allocated to this district. Nevertheless, to ensure all Project-related trips are captured in the Stage
B analysis, the Housing Reallocation portion of the traffic analysis includes all 581 units to be constructed under the
initial GUP authorization.
Escondido Village Graduate Student Residences Project
GUP EIR Intersection Evaluation
January 2016
10
AM Inbound: -87 trips
AM Outbound: +27 trips
PM Inbound: -31 trips
PM Outbound: -17 trips
The above trip changes reflect campus-wide net changes. At the GUP intersections closest to the Project
site, there would be net trip increases because the new residents would tend to use the campus gateways
closest to their homes, whereas the eliminated commuter trips currently are using all available campus
gateways. In particular, the intersections of El Camino Real/Serra and El Camino Real Stanford Avenue
would be most likely to see the highest percentage of new residential trips, with smaller percentages using
the other campus gateways. This is why these two intersections were selected for study in the Stage B
assessment.
Escondido Village Graduate Student Residences Project
GUP EIR Intersection Evaluation
January 2016
12
TRIP DISTRIBUTION AND ASSIGNMENT
To distribute and assign the Project trips to the two local intersections (El Camino Real/Serra Street and El
Camino Real/Stanford Avenue), the GUP EIR trip distribution assumptions were reviewed. (Refer to GUP EIR
Figure 4.4-10A).
COMMUTER TRIP REDUCTIONS
For the commuter trips that would be eliminated with the Project, it is estimated that about 15 percent of
them would use the two study intersections. Based on the distribution patterns shown in GUP EIR Figure
4.4-10A; this would result in reductions at the two study intersections of about 15 peak hour trips (total of
inbound and outbound trips) for the 581-bed Housing Reallocation portion of the Project, and about 35
peak hour trips (total of inbound and outbound trips) for the Additional Housing 1,450-bed portion of the
Project. In total, the Project would reduce commuter peak hour trips at the two study intersections by 50
peak hour trips.
RESIDENTIAL TRIP ADDITIONS
About 75-80 peak hour residential trips would be added to the two study intersections with the 581-bed
Housing Reallocation portion of the Project, and about 185-200 peak hour residential trips would be added
with the 1,450-bed Additional Housing portion of the Project. The Project parking supply would be located
on the Project site, with vehicular access via Serra Street roughly mid-way between Campus Drive and El
Camino Real. It was therefore assumed that all external residential trips would use Serra Street to enter and
exit the campus, since this campus gateway provides the most direct route to the parking site. It is
acknowledged that a small number of vehicle trips may choose to use the various Escondido Village
entrances along Stanford Avenue, as well as other campus gateways based on their ultimate external origin
or destination; however, to present the largest possible impact, we chose to assign all traffic via the Serra
Street campus entrance. Impacts at all other locations would be substantially lower.
At the study intersections, the trips were distributed based on the relative turn movement patterns seen in
the existing conditions traffic volumes. The trip distribution and assignment assumptions are as follows (see
next page):
Escondido Village Graduate Student Residences Project
GUP EIR Intersection Evaluation
January 2016
13
El Camino Real/Serra Street-Park Boulevard
o El Camino Real to/from north – 33%
o Park Boulevard – 5%
o El Camino Real to/from south – 62%
El Camino Real/Stanford Avenue
o 62% of trips assigned along El Camino Real
PROJECT TRAFFIC VOLUMES
Trips were assigned to the study area roadway network based on the trip distribution. Most trips are
projected to use El Camino Real and Serra Street to access the Project site, with a few trips using Park
Boulevard at the Serra Street intersection. Figure 1 shows the Project trip assignment.
LEVEL OF SERVICE RESULTS
Level of service calculations were conducted to evaluate intersection operations under Existing plus Project
Conditions. The results of the LOS analysis are summarized in Table 5.
The results for Existing Conditions are included for comparison purposes, along with the projected increases
in critical delay and critical volume-to-capacity (V/C) ratios. Critical delay represents the delay associated
with the critical movements of the intersection, or the movements that require the most “green time” and
have the greatest effect on overall intersection operations. The changes in critical delay and critical V/C ratio
between Existing and Existing plus Project Conditions are used to identify significant impacts. The
calculation reports for this analysis are included in Appendix B.
It is noted that intersections may show a reduction in average delay with the addition of Project traffic,
which is counter-intuitive. However, the average delay values in the table are weighted averages. Weighted
average delays will be reduced when traffic is added to a movement with a low delay.2 Conversely, relatively
2 For example, if there is one movement with 10 vehicles and a delay of 100 seconds and another movement with 400
vehicles and 10 seconds of delay, the weighted average delay is calculated as (100 seconds X 10 vehicles + 10 seconds
X 400 vehicles) / 410 vehicles = 12.2 seconds per vehicle. Now if 100 vehicles are added to the movement with 10
seconds of delay, the weighted average delay is calculated as (100 seconds X 10 vehicles + 10 seconds X 500 vehicles)
/ 510 vehicles = 11.8 seconds per vehicle. The weighted average delay improves, even though more vehicles are added.
APPENDIX A: SCOPING OF PROJECT-SPECIFIC TRAFFIC STUDIES
UNDER STANFORD GUP CONDITION OF APPROVAL G11 (1/16/02)
APPENDIX B: TRAFFIX LOS WORKSHEETS
COMPARE Wed Nov 04 14:37:01 2015 Page 1-1
Traffix 8 0 0715 Copyright (c) 2008 Dowling Associates, Inc. Licensed to FEHR & PEERS WALNUT CRK
Stanford GUP 2015 Residential Amendment WC15-3260 Fehr & Peers
Summary Scenario Comparison Report (With Average Critical Delay) Future Volume Alternative
Existing AM Existing PP GUP LIMIT AM
Avg Avg Avg Avg Crit Avg Crit Crit Crit
Del Crit Del Del Crit V/C Del Del
Intersection LOS (sec) V/C (sec) LOS (sec) V/C Change (sec) Change
#1 Serra Street-Park Blvd/El Camino Real B- 18.8 0.464 23 2 C+ 20.7 0.499 + 0.035 25 9 + 2.8
#2 Stanford Ave/El Camino Real C 28.2 0.566 31.7 C 28.1 0.569 + 0.003 31 6 - 0.1
COMPARE Wed Nov 04 14:37:02 2015 Page 3-1
Traffix 8 0 0715 Copyright (c) 2008 Dowling Associates, Inc. Licensed to FEHR & PEERS WALNUT CRK
Stanford GUP 2015 Residential Amendment WC15-3260 Fehr & Peers
Level Of Service Computation Report 2000 HCM Operations (Future Volume Alternative) Existing AM
Intersection #1: El Camino Real/Serra Street-Park Boulevard
Signal=Protect/Rights=Include
Final Vol: 133 1278*** 19
Lanes: 0 1 2 0 1
Signal=Permit
Signal=Permit
Final Vol: Lanes: Rights=Include Vol Cnt Date: n/a Rights=Include Lanes: Final Vol:
99*** 1 Cycle Time (sec): 130 0 22
0 Loss Time (sec): 9 0
9 1 Critical V/C: 0.464 1! 13
0
Avg Crit Del (sec/veh): 23 2 0
111 1
Avg Delay (sec/veh): 18 8 0 9
LOS: B-
Lanes: 1 0 2 1 0
Final Vol: 216*** 1484 11
Signal=Protect/Rights=Include
Street Name: El Camino Real Serra Street-Park Bouelvard Approach: North Bound South Bound East Bound West Bound Movement: L - T - R L - T - R L - T - R L - T - R ------------|---------------||---------------||---------------||---------------| Min. Green: 7 10 10 7 10 10 10 10 10 10 10 10 Y+R: 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 ------------|---------------||---------------||---------------||---------------| Volume Module: Base Vol: 216 1484 11 19 1278 133 99 9 111 9 13 22 Growth Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Initial Bse: 216 1484 11 19 1278 133 99 9 111 9 13 22 Added Vol: 0 0 0 0 0 0 0 0 0 0 0 0 PasserByVol: 0 0 0 0 0 0 0 0 0 0 0 0 Initial Fut: 216 1484 11 19 1278 133 99 9 111 9 13 22 User Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Volume: 216 1484 11 19 1278 133 99 9 111 9 13 22 Reduct Vol: 0 0 0 0 0 0 0 0 0 0 0 0 Reduced Vol: 216 1484 11 19 1278 133 99 9 111 9 13 22 PCE Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 MLF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 FinalVolume: 216 1484 11 19 1278 133 99 9 111 9 13 22 ------------|---------------||---------------||---------------||---------------| Saturation Flow Module: Sat/Lane: 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Adjustment: 0.92 0.98 0.95 0.92 0.99 0.95 0.92 1.00 0.92 0.92 0.92 0.92 Lanes: 1.00 2.98 0.02 1.00 2.71 0.29 1.00 1.00 1.00 0.20 0.30 0.50 Final Sat.: 1750 5559 41 1750 5071 528 1750 1900 1750 358 517 875 ------------|---------------||---------------||---------------||---------------| Capacity Analysis Module: Vol/Sat: 0.12 0.27 0.27 0.01 0.25 0.25 0.06 0.00 0.06 0.03 0.03 0.03 Crit Moves: **** **** **** Green Time: 34.6 87.5 87.5 17.6 70.6 70.6 15.8 15.8 15.8 15.8 15.8 15.8 Volume/Cap: 0.46 0.40 0.40 0.08 0.46 0.46 0.46 0.04 0.52 0.21 0.21 0.21 Delay/Veh: 40.7 9.5 9.5 49.2 18.3 18.3 54.7 50.4 55.8 51.9 51.9 51.9 User DelAdj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 AdjDel/Veh: 40.7 9.5 9.5 49.2 18.3 18.3 54.7 50.4 55.8 51.9 51.9 51.9 LOS by Move: D A A D B- B- D- D E+ D- D- D- HCM2k95thQ: 14 16 16 2 21 21 9 1 10 4 4 4 Note: Queue reported is the number of cars per lane.
COMPARE Wed Nov 04 14:37:02 2015 Page 3-2
Traffix 8 0 0715 Copyright (c) 2008 Dowling Associates, Inc. Licensed to FEHR & PEERS WALNUT CRK
Stanford GUP 2015 Residential Amendment WC15-3260 Fehr & Peers
Level Of Service Computation Report 2000 HCM Operations (Future Volume Alternative) Existing PP GUP LIMIT AM
Intersection #1: El Camino Real/Serra Street-Park Boulevard
Signal=Protect/Rights=Include
Final Vol: 147 1278*** 19
Lanes: 0 1 2 0 1
Signal=Permit
Signal=Permit
Final Vol: Lanes: Rights=Include Vol Cnt Date: n/a Rights=Include Lanes: Final Vol:
107 1 Cycle Time (sec): 130 0 22
0 Loss Time (sec): 9 0
10 1 Critical V/C: 0.499 1! 15
0
Avg Crit Del (sec/veh): 25 9 0
127*** 1
Avg Delay (sec/veh): 20.7 0 9
LOS:C+
Lanes: 1 0 2 1 0
Final Vol: 241*** 1484 11
Signal=Protect/Rights=Include
Street Name: El Camino Real Serra Street-Park Bouelvard Approach: North Bound South Bound East Bound West Bound Movement: L - T - R L - T - R L - T - R L - T - R ------------|---------------||---------------||---------------||---------------| Min. Green: 7 10 10 7 10 10 10 10 10 10 10 10 Y+R: 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 ------------|---------------||---------------||---------------||---------------| Volume Module: Base Vol: 216 1484 11 19 1278 133 99 9 111 9 13 22 Growth Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Initial Bse: 216 1484 11 19 1278 133 99 9 111 9 13 22 Added Vol: 0 0 0 0 0 0 0 0 0 0 0 0 GUP LIMIT: 25 0 0 0 0 14 8 1 16 0 2 0 Initial Fut: 241 1484 11 19 1278 147 107 10 127 9 15 22 User Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Volume: 241 1484 11 19 1278 147 107 10 127 9 15 22 Reduct Vol: 0 0 0 0 0 0 0 0 0 0 0 0 Reduced Vol: 241 1484 11 19 1278 147 107 10 127 9 15 22 PCE Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 MLF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 FinalVolume: 241 1484 11 19 1278 147 107 10 127 9 15 22 ------------|---------------||---------------||---------------||---------------| Saturation Flow Module: Sat/Lane: 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Adjustment: 0.92 0.98 0.95 0.92 0.99 0.95 0.92 1.00 0.92 0.92 0.92 0.92 Lanes: 1.00 2.98 0.02 1.00 2.68 0.32 1.00 1.00 1.00 0.19 0.33 0.48 Final Sat.: 1750 5559 41 1750 5022 578 1750 1900 1750 342 571 837 ------------|---------------||---------------||---------------||---------------| Capacity Analysis Module: Vol/Sat: 0.14 0.27 0.27 0.01 0.25 0.25 0.06 0.01 0.07 0.03 0.03 0.03 Crit Moves: **** **** **** Green Time: 35.9 85.0 85.0 17.1 66.3 66.3 18.9 18.9 18.9 18.9 18.9 18.9 Volume/Cap: 0.50 0.41 0.41 0.08 0.50 0.50 0.42 0.04 0.50 0.18 0.18 0.18 Delay/Veh: 40.4 10.7 10.7 49.7 21.1 21.1 51.7 47.8 52.7 49.1 49.1 49.1 User DelAdj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 AdjDel/Veh: 40.4 10.7 10.7 49.7 21.1 21.1 51.7 47.8 52.7 49.1 49.1 49.1 LOS by Move: D B+ B+ D C+ C+ D- D D- D D D HCM2k95thQ: 16 17 17 2 22 22 9 1 11 4 4 4 Note: Queue reported is the number of cars per lane.
COMPARE Wed Nov 04 14:37:02 2015 Page 3-3
Traffix 8 0 0715 Copyright (c) 2008 Dowling Associates, Inc. Licensed to FEHR & PEERS WALNUT CRK
Stanford GUP 2015 Residential Amendment WC15-3260 Fehr & Peers
Level Of Service Computation Report 2000 HCM Operations (Future Volume Alternative) Existing AM
Intersection #2: El Camino Real/Stanford Avenue
Signal=Protect/Rights=Include
Final Vol: 153 1216*** 29
Lanes: 0 1 2 0 1
Signal=Permit
Signal=Permit
Final Vol: Lanes: Rights=Include Vol Cnt Date: n/a Rights=Include Lanes: Final Vol:
179 0 Cycle Time (sec): 130 0 9
0 Loss Time (sec): 9 0
7*** 1! Critical V/C: 0 566 1! 21
0
Avg Crit Del (sec/veh): 31.7 0
153 0
Avg Delay (sec/veh): 28 2 0 15
LOS:C
Lanes: 1 0 2 1 0
Final Vol: 155*** 1490 15
Signal=Protect/Rights=Include
Street Name: El Camino Real Stanford Avenue Approach: North Bound South Bound East Bound West Bound Movement: L - T - R L - T - R L - T - R L - T - R ------------|---------------||---------------||---------------||---------------| Min. Green: 7 10 10 7 10 10 10 10 10 10 10 10 Y+R: 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 ------------|---------------||---------------||---------------||---------------| Volume Module: Base Vol: 155 1490 15 29 1216 153 179 7 153 15 21 9 Growth Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Initial Bse: 155 1490 15 29 1216 153 179 7 153 15 21 9 Added Vol: 0 0 0 0 0 0 0 0 0 0 0 0 PasserByVol: 0 0 0 0 0 0 0 0 0 0 0 0 Initial Fut: 155 1490 15 29 1216 153 179 7 153 15 21 9 User Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Volume: 155 1490 15 29 1216 153 179 7 153 15 21 9 Reduct Vol: 0 0 0 0 0 0 0 0 0 0 0 0 Reduced Vol: 155 1490 15 29 1216 153 179 7 153 15 21 9 PCE Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 MLF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 FinalVolume: 155 1490 15 29 1216 153 179 7 153 15 21 9 ------------|---------------||---------------||---------------||---------------| Saturation Flow Module: Sat/Lane: 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Adjustment: 0.92 0.98 0.95 0.92 0.99 0.95 0.92 0.92 0.92 0.92 0.92 0.92 Lanes: 1.00 2.97 0.03 1.00 2.65 0.35 0.53 0.02 0.45 0.33 0.47 0.20 Final Sat.: 1750 5544 56 1750 4973 626 924 36 790 583 817 350 ------------|---------------||---------------||---------------||---------------| Capacity Analysis Module: Vol/Sat: 0.09 0.27 0.27 0.02 0.24 0.24 0.19 0.19 0.19 0.03 0.03 0.03 Crit Moves: **** **** **** Green Time: 20.3 63.7 63.7 12.8 56.2 56.2 44.5 44.5 44.5 44.5 44.5 44.5 Volume/Cap: 0.57 0.55 0.55 0.17 0.57 0.57 0.57 0.57 0.57 0.08 0.08 0.08 Delay/Veh: 53.5 23.3 23.3 54.2 28.1 28.1 36.1 36.1 36.1 28.9 28.9 28.9 User DelAdj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 AdjDel/Veh: 53.5 23.3 23.3 54.2 28.1 28.1 36.1 36.1 36.1 28.9 28.9 28.9 LOS by Move: D- C C D- C C D+ D+ D+ C C C HCM2k95thQ: 13 25 25 2 24 24 22 22 22 3 3 3 Note: Queue reported is the number of cars per lane.
COMPARE Wed Nov 04 14:37:02 2015 Page 3-4
Traffix 8 0 0715 Copyright (c) 2008 Dowling Associates, Inc. Licensed to FEHR & PEERS WALNUT CRK
Stanford GUP 2015 Residential Amendment WC15-3260 Fehr & Peers
Level Of Service Computation Report 2000 HCM Operations (Future Volume Alternative) Existing PP GUP LIMIT AM
Intersection #2: El Camino Real/Stanford Avenue
Signal=Protect/Rights=Include
Final Vol: 153 1232*** 29
Lanes: 0 1 2 0 1
Signal=Permit
Signal=Permit
Final Vol: Lanes: Rights=Include Vol Cnt Date: n/a Rights=Include Lanes: Final Vol:
179 0 Cycle Time (sec): 130 0 9
0 Loss Time (sec): 9 0
7*** 1! Critical V/C: 0 569 1! 21
0
Avg Crit Del (sec/veh): 31 6 0
153 0
Avg Delay (sec/veh): 28.1 0 15
LOS:C
Lanes: 1 0 2 1 0
Final Vol: 155*** 1515 15
Signal=Protect/Rights=Include
Street Name: El Camino Real Stanford Avenue Approach: North Bound South Bound East Bound West Bound Movement: L - T - R L - T - R L - T - R L - T - R ------------|---------------||---------------||---------------||---------------| Min. Green: 7 10 10 7 10 10 10 10 10 10 10 10 Y+R: 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 ------------|---------------||---------------||---------------||---------------| Volume Module: Base Vol: 155 1490 15 29 1216 153 179 7 153 15 21 9 Growth Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Initial Bse: 155 1490 15 29 1216 153 179 7 153 15 21 9 Added Vol: 0 0 0 0 0 0 0 0 0 0 0 0 GUP LIMIT: 0 25 0 0 16 0 0 0 0 0 0 0 Initial Fut: 155 1515 15 29 1232 153 179 7 153 15 21 9 User Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Volume: 155 1515 15 29 1232 153 179 7 153 15 21 9 Reduct Vol: 0 0 0 0 0 0 0 0 0 0 0 0 Reduced Vol: 155 1515 15 29 1232 153 179 7 153 15 21 9 PCE Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 MLF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 FinalVolume: 155 1515 15 29 1232 153 179 7 153 15 21 9 ------------|---------------||---------------||---------------||---------------| Saturation Flow Module: Sat/Lane: 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Adjustment: 0.92 0.98 0.95 0.92 0.99 0.95 0.92 0.92 0.92 0.92 0.92 0.92 Lanes: 1.00 2.97 0.03 1.00 2.66 0.34 0.53 0.02 0.45 0.33 0.47 0.20 Final Sat.: 1750 5545 55 1750 4981 619 924 36 790 583 817 350 ------------|---------------||---------------||---------------||---------------| Capacity Analysis Module: Vol/Sat: 0.09 0.27 0.27 0.02 0.25 0.25 0.19 0.19 0.19 0.03 0.03 0.03 Crit Moves: **** **** **** Green Time: 20.2 64.1 64.1 12.6 56.5 56.5 44.3 44.3 44.3 44.3 44.3 44.3 Volume/Cap: 0.57 0.55 0.55 0.17 0.57 0.57 0.57 0.57 0.57 0.08 0.08 0.08 Delay/Veh: 53.7 23.2 23.2 54.3 27.9 27.9 36.4 36.4 36.4 29.1 29.1 29.1 User DelAdj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 AdjDel/Veh: 53.7 23.2 23.2 54.3 27.9 27.9 36.4 36.4 36.4 29.1 29.1 29.1 LOS by Move: D- C C D- C C D+ D+ D+ C C C HCM2k95thQ: 13 25 25 2 24 24 22 22 22 3 3 3 Note: Queue reported is the number of cars per lane.
COMPARE Wed Nov 04 14:37:31 2015 Page 1-1
Traffix 8 0 0715 Copyright (c) 2008 Dowling Associates, Inc. Licensed to FEHR & PEERS WALNUT CRK
Stanford GUP 2015 Residential Amendment WC15-3260 Fehr & Peers
Summary Scenario Comparison Report (With Average Critical Delay) Future Volume Alternative
Existing PM Existing PP GUP LIMIT PM
Avg Avg Avg Avg Crit Avg Crit Crit Crit
Del Crit Del Del Crit V/C Del Del
Intersection LOS (sec) V/C (sec) LOS (sec) V/C Change (sec) Change
#1 Serra Street-Park Blvd/El Camino Real C+ 22.9 0.586 25.1 C 24.3 0.611 + 0.025 27 0 + 1.9
#2 Stanford Ave/El Camino Real C 25.4 0.652 28.1 C 25.3 0.657 + 0.005 28 0 - 0.1
COMPARE Wed Nov 04 14:37:31 2015 Page 3-1
Traffix 8 0 0715 Copyright (c) 2008 Dowling Associates, Inc. Licensed to FEHR & PEERS WALNUT CRK
Stanford GUP 2015 Residential Amendment WC15-3260 Fehr & Peers
Level Of Service Computation Report 2000 HCM Operations (Future Volume Alternative) Existing PM
Intersection #1: El Camino Real/Serra Street-Park Boulevard
Signal=Protect/Rights=Include
Final Vol: 109 1693*** 44
Lanes: 0 1 2 0 1
Signal=Permit
Signal=Permit
Final Vol: Lanes: Rights=Include Vol Cnt Date: n/a Rights=Include Lanes: Final Vol:
165 1 Cycle Time (sec): 130 0 25
0 Loss Time (sec): 9 0
35 1 Critical V/C: 0 586 1! 7
0
Avg Crit Del (sec/veh): 25.1 0
245*** 1
Avg Delay (sec/veh): 22 9 0 7
LOS:C+
Lanes: 1 0 2 1 0
Final Vol: 146*** 1517 9
Signal=Protect/Rights=Include
Street Name: El Camino Real Serra Street-Park Bouelvard Approach: North Bound South Bound East Bound West Bound Movement: L - T - R L - T - R L - T - R L - T - R ------------|---------------||---------------||---------------||---------------| Min. Green: 7 10 10 7 10 10 10 10 10 10 10 10 Y+R: 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 ------------|---------------||---------------||---------------||---------------| Volume Module: Base Vol: 146 1517 9 44 1693 109 165 35 245 7 7 25 Growth Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Initial Bse: 146 1517 9 44 1693 109 165 35 245 7 7 25 Added Vol: 0 0 0 0 0 0 0 0 0 0 0 0 PasserByVol: 0 0 0 0 0 0 0 0 0 0 0 0 Initial Fut: 146 1517 9 44 1693 109 165 35 245 7 7 25 User Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Volume: 146 1517 9 44 1693 109 165 35 245 7 7 25 Reduct Vol: 0 0 0 0 0 0 0 0 0 0 0 0 Reduced Vol: 146 1517 9 44 1693 109 165 35 245 7 7 25 PCE Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 MLF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 FinalVolume: 146 1517 9 44 1693 109 165 35 245 7 7 25 ------------|---------------||---------------||---------------||---------------| Saturation Flow Module: Sat/Lane: 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Adjustment: 0.92 0.98 0.95 0.92 0.98 0.95 0.92 1.00 0.92 0.92 0.92 0.92 Lanes: 1.00 2.98 0.02 1.00 2.81 0.19 1.00 1.00 1.00 0.18 0.18 0.64 Final Sat.: 1750 5567 33 1750 5261 339 1750 1900 1750 314 314 1122 ------------|---------------||---------------||---------------||---------------| Capacity Analysis Module: Vol/Sat: 0.08 0.27 0.27 0.03 0.32 0.32 0.09 0.02 0.14 0.02 0.02 0.02 Crit Moves: **** **** **** Green Time: 18.5 75.1 75.1 14.8 71.4 71.4 31.1 31.1 31.1 31.1 31.1 31.1 Volume/Cap: 0.59 0.47 0.47 0.22 0.59 0.59 0.39 0.08 0.59 0.09 0.09 0.09 Uniform Del: 52.2 15.9 15.9 52.3 19.5 19.5 41.6 38.4 43.8 38.5 38.5 38.5 IncremntDel: 3.6 0.1 0.1 0.6 0.3 0.3 0.6 0.1 2.1 0.1 0.1 0.1 InitQueuDel: 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Delay Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Delay/Veh: 55.7 16.0 16.0 52.9 19.8 19.8 42.2 38.4 45.9 38.6 38.6 38.6 User DelAdj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 AdjDel/Veh: 55.7 16.0 16.0 52.9 19.8 19.8 42.2 38.4 45.9 38.6 38.6 38.6 LOS by Move: E+ B B D- B- B- D D+ D D+ D+ D+ HCM2k95thQ: 11 21 21 4 28 28 12 2 18 3 3 3 Note: Queue reported is the number of cars per lane.
COMPARE Wed Nov 04 14:37:31 2015 Page 3-2
Traffix 8 0 0715 Copyright (c) 2008 Dowling Associates, Inc. Licensed to FEHR & PEERS WALNUT CRK
Stanford GUP 2015 Residential Amendment WC15-3260 Fehr & Peers
Level Of Service Computation Report 2000 HCM Operations (Future Volume Alternative) Existing PP GUP LIMIT PM
Intersection #1: El Camino Real/Serra Street-Park Boulevard
Signal=Protect/Rights=Include
Final Vol: 116 1693*** 44
Lanes: 0 1 2 0 1
Signal=Permit
Signal=Permit
Final Vol: Lanes: Rights=Include Vol Cnt Date: n/a Rights=Include Lanes: Final Vol:
179 1 Cycle Time (sec): 130 0 25
0 Loss Time (sec): 9 0
37 1 Critical V/C: 0 611 1! 8
0
Avg Crit Del (sec/veh): 27 0 0
272*** 1
Avg Delay (sec/veh): 24 3 0 7
LOS:C
Lanes: 1 0 2 1 0
Final Vol: 158*** 1517 9
Signal=Protect/Rights=Include
Street Name: El Camino Real Serra Street-Park Bouelvard Approach: North Bound South Bound East Bound West Bound Movement: L - T - R L - T - R L - T - R L - T - R ------------|---------------||---------------||---------------||---------------| Min. Green: 7 10 10 7 10 10 10 10 10 10 10 10 Y+R: 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 ------------|---------------||---------------||---------------||---------------| Volume Module: Base Vol: 146 1517 9 44 1693 109 165 35 245 7 7 25 Growth Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Initial Bse: 146 1517 9 44 1693 109 165 35 245 7 7 25 Added Vol: 0 0 0 0 0 0 0 0 0 0 0 0 GUP LIMIT: 12 0 0 0 0 7 14 2 27 0 1 0 Initial Fut: 158 1517 9 44 1693 116 179 37 272 7 8 25 User Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Volume: 158 1517 9 44 1693 116 179 37 272 7 8 25 Reduct Vol: 0 0 0 0 0 0 0 0 0 0 0 0 Reduced Vol: 158 1517 9 44 1693 116 179 37 272 7 8 25 PCE Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 MLF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 FinalVolume: 158 1517 9 44 1693 116 179 37 272 7 8 25 ------------|---------------||---------------||---------------||---------------| Saturation Flow Module: Sat/Lane: 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Adjustment: 0.92 0.98 0.95 0.92 0.98 0.95 0.92 1.00 0.92 0.92 0.92 0.92 Lanes: 1.00 2.98 0.02 1.00 2.80 0.20 1.00 1.00 1.00 0.17 0.20 0.63 Final Sat.: 1750 5567 33 1750 5240 359 1750 1900 1750 306 350 1094 ------------|---------------||---------------||---------------||---------------| Capacity Analysis Module: Vol/Sat: 0.09 0.27 0.27 0.03 0.32 0.32 0.10 0.02 0.16 0.02 0.02 0.02 Crit Moves: **** **** **** Green Time: 19.2 73.4 73.4 14.5 68.7 68.7 33.1 33.1 33.1 33.1 33.1 33.1 Volume/Cap: 0.61 0.48 0.48 0.23 0.61 0.61 0.40 0.08 0.61 0.09 0.09 0.09 Delay/Veh: 56.1 17.0 17.0 53.2 21.7 21.7 40.9 36.9 45.3 37.1 37.1 37.1 User DelAdj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 AdjDel/Veh: 56.1 17.0 17.0 53.2 21.7 21.7 40.9 36.9 45.3 37.1 37.1 37.1 LOS by Move: E+ B B D- C+ C+ D D+ D D+ D+ D+ HCM2k95thQ: 12 22 22 4 29 29 12 2 20 3 3 3 Note: Queue reported is the number of cars per lane.
COMPARE Wed Nov 04 14:37:31 2015 Page 3-3
Traffix 8 0 0715 Copyright (c) 2008 Dowling Associates, Inc. Licensed to FEHR & PEERS WALNUT CRK
Stanford GUP 2015 Residential Amendment WC15-3260 Fehr & Peers
Level Of Service Computation Report 2000 HCM Operations (Future Volume Alternative) Existing PM
Intersection #2: El Camino Real/Stanford Avenue
Signal=Protect/Rights=Include
Final Vol: 147 1754*** 44
Lanes: 0 1 2 0 1
Signal=Permit
Signal=Permit
Final Vol: Lanes: Rights=Include Vol Cnt Date: n/a Rights=Include Lanes: Final Vol:
155 0 Cycle Time (sec): 130 0 5
0 Loss Time (sec): 9 0
32*** 1! Critical V/C: 0 652 1! 22
0
Avg Crit Del (sec/veh): 28.1 0
153 0
Avg Delay (sec/veh): 25.4 0 21
LOS:C
Lanes: 1 0 2 1 0
Final Vol: 128*** 1456 40
Signal=Protect/Rights=Include
Street Name: El Camino Real Stanford Avenue Approach: North Bound South Bound East Bound West Bound Movement: L - T - R L - T - R L - T - R L - T - R ------------|---------------||---------------||---------------||---------------| Min. Green: 7 10 10 7 10 10 10 10 10 10 10 10 Y+R: 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 ------------|---------------||---------------||---------------||---------------| Volume Module: Base Vol: 128 1456 40 44 1754 147 155 32 153 21 22 5 Growth Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Initial Bse: 128 1456 40 44 1754 147 155 32 153 21 22 5 Added Vol: 0 0 0 0 0 0 0 0 0 0 0 0 PasserByVol: 0 0 0 0 0 0 0 0 0 0 0 0 Initial Fut: 128 1456 40 44 1754 147 155 32 153 21 22 5 User Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Volume: 128 1456 40 44 1754 147 155 32 153 21 22 5 Reduct Vol: 0 0 0 0 0 0 0 0 0 0 0 0 Reduced Vol: 128 1456 40 44 1754 147 155 32 153 21 22 5 PCE Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 MLF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 FinalVolume: 128 1456 40 44 1754 147 155 32 153 21 22 5 ------------|---------------||---------------||---------------||---------------| Saturation Flow Module: Sat/Lane: 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Adjustment: 0.92 0.98 0.95 0.92 0.99 0.95 0.92 0.92 0.92 0.92 0.92 0.92 Lanes: 1.00 2.92 0.08 1.00 2.76 0.24 0.46 0.09 0.45 0.44 0.46 0.10 Final Sat.: 1750 5450 150 1750 5166 433 798 165 788 766 802 182 ------------|---------------||---------------||---------------||---------------| Capacity Analysis Module: Vol/Sat: 0.07 0.27 0.27 0.03 0.34 0.34 0.19 0.19 0.19 0.03 0.03 0.03 Crit Moves: **** **** **** Green Time: 14.6 68.5 68.5 13.8 67.7 67.7 38.7 38.7 38.7 38.7 38.7 38.7 Volume/Cap: 0.65 0.51 0.51 0.24 0.65 0.65 0.65 0.65 0.65 0.09 0.09 0.09 Uniform Del: 55.3 19.9 19.9 53.3 22.6 22.6 39.8 39.8 39.8 32.9 32.9 32.9 IncremntDel: 7.6 0.1 0.1 0.7 0.5 0.5 2.9 2.9 2.9 0.1 0.1 0.1 InitQueuDel: 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Delay Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Delay/Veh: 62.9 20.0 20.0 53.9 23.1 23.1 42.7 42.7 42.7 33.0 33.0 33.0 User DelAdj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 AdjDel/Veh: 62.9 20.0 20.0 53.9 23.1 23.1 42.7 42.7 42.7 33.0 33.0 33.0 LOS by Move: E C+ C+ D- C C D D D C- C- C- HCM2k95thQ: 12 23 23 3 31 31 24 24 24 3 3 3 Note: Queue reported is the number of cars per lane.
COMPARE Wed Nov 04 14:37:31 2015 Page 3-4
Traffix 8 0 0715 Copyright (c) 2008 Dowling Associates, Inc. Licensed to FEHR & PEERS WALNUT CRK
Stanford GUP 2015 Residential Amendment WC15-3260 Fehr & Peers
Level Of Service Computation Report 2000 HCM Operations (Future Volume Alternative) Existing PP GUP LIMIT PM
Intersection #2: El Camino Real/Stanford Avenue
Signal=Protect/Rights=Include
Final Vol: 147 1781*** 44
Lanes: 0 1 2 0 1
Signal=Permit
Signal=Permit
Final Vol: Lanes: Rights=Include Vol Cnt Date: n/a Rights=Include Lanes: Final Vol:
155 0 Cycle Time (sec): 130 0 5
0 Loss Time (sec): 9 0
32*** 1! Critical V/C: 0 657 1! 22
0
Avg Crit Del (sec/veh): 28 0 0
153 0
Avg Delay (sec/veh): 25 3 0 21
LOS:C
Lanes: 1 0 2 1 0
Final Vol: 128*** 1468 40
Signal=Protect/Rights=Include
Street Name: El Camino Real Stanford Avenue Approach: North Bound South Bound East Bound West Bound Movement: L - T - R L - T - R L - T - R L - T - R ------------|---------------||---------------||---------------||---------------| Min. Green: 7 10 10 7 10 10 10 10 10 10 10 10 Y+R: 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 ------------|---------------||---------------||---------------||---------------| Volume Module: Base Vol: 128 1456 40 44 1754 147 155 32 153 21 22 5 Growth Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Initial Bse: 128 1456 40 44 1754 147 155 32 153 21 22 5 Added Vol: 0 0 0 0 0 0 0 0 0 0 0 0 GUP LIMIT: 0 12 0 0 27 0 0 0 0 0 0 0 Initial Fut: 128 1468 40 44 1781 147 155 32 153 21 22 5 User Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Volume: 128 1468 40 44 1781 147 155 32 153 21 22 5 Reduct Vol: 0 0 0 0 0 0 0 0 0 0 0 0 Reduced Vol: 128 1468 40 44 1781 147 155 32 153 21 22 5 PCE Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 MLF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 FinalVolume: 128 1468 40 44 1781 147 155 32 153 21 22 5 ------------|---------------||---------------||---------------||---------------| Saturation Flow Module: Sat/Lane: 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Adjustment: 0.92 0.98 0.95 0.92 0.99 0.95 0.92 0.92 0.92 0.92 0.92 0.92 Lanes: 1.00 2.92 0.08 1.00 2.76 0.24 0.46 0.09 0.45 0.44 0.46 0.10 Final Sat.: 1750 5451 149 1750 5172 427 798 165 788 766 802 182 ------------|---------------||---------------||---------------||---------------| Capacity Analysis Module: Vol/Sat: 0.07 0.27 0.27 0.03 0.34 0.34 0.19 0.19 0.19 0.03 0.03 0.03 Crit Moves: **** **** **** Green Time: 14.5 68.8 68.8 13.8 68.1 68.1 38.4 38.4 38.4 38.4 38.4 38.4 Volume/Cap: 0.66 0.51 0.51 0.24 0.66 0.66 0.66 0.66 0.66 0.09 0.09 0.09 Delay/Veh: 63.3 19.9 19.9 54.0 23.0 23.0 43.1 43.1 43.1 33.2 33.2 33.2 User DelAdj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 AdjDel/Veh: 63.3 19.9 19.9 54.0 23.0 23.0 43.1 43.1 43.1 33.2 33.2 33.2 LOS by Move: E B- B- D- C C D D D C- C- C- HCM2k95thQ: 12 23 23 3 32 32 24 24 24 3 3 3 Note: Queue reported is the number of cars per lane.
COMPARE Wed Nov 04 14:38:29 2015 Page 1-1
Traffix 8 0 0715 Copyright (c) 2008 Dowling Associates, Inc. Licensed to FEHR & PEERS WALNUT CRK
Stanford GUP 2015 Residential Amendment WC15-3260 Fehr & Peers
Summary Scenario Comparison Report (With Average Critical Delay) Future Volume Alternative
Existing PP GUP LIMIT AM Existing PP FULL PROJ AM
Avg Avg Avg Avg Crit Avg Crit Crit Crit
Del Crit Del Del Crit V/C Del Del
Intersection LOS (sec) V/C (sec) LOS (sec) V/C Change (sec) Change
#1 Serra Street-Park Blvd/El Camino Real C+ 20.7 0.499 25 9 C 23.9 0.569 + 0.070 30 5 + 4.6
#2 Stanford Ave/El Camino Real C 28.1 0.569 31 6 C 27.8 0.577 + 0.007 31.4 - 0 2
COMPARE Wed Nov 04 14:38:29 2015 Page 3-1
Traffix 8 0 0715 Copyright (c) 2008 Dowling Associates, Inc. Licensed to FEHR & PEERS WALNUT CRK
Stanford GUP 2015 Residential Amendment WC15-3260 Fehr & Peers
Level Of Service Computation Report 2000 HCM Operations (Future Volume Alternative) Existing PP GUP LIMIT AM
Intersection #1: El Camino Real/Serra Street-Park Boulevard
Signal=Protect/Rights=Include
Final Vol: 147 1278*** 19
Lanes: 0 1 2 0 1
Signal=Permit
Signal=Permit
Final Vol: Lanes: Rights=Include Vol Cnt Date: n/a Rights=Include Lanes: Final Vol:
107 1 Cycle Time (sec): 130 0 22
0 Loss Time (sec): 9 0
10 1 Critical V/C: 0.499 1! 15
0
Avg Crit Del (sec/veh): 25 9 0
127*** 1
Avg Delay (sec/veh): 20.7 0 9
LOS:C+
Lanes: 1 0 2 1 0
Final Vol: 241*** 1484 11
Signal=Protect/Rights=Include
Street Name: El Camino Real Serra Street-Park Bouelvard Approach: North Bound South Bound East Bound West Bound Movement: L - T - R L - T - R L - T - R L - T - R ------------|---------------||---------------||---------------||---------------| Min. Green: 7 10 10 7 10 10 10 10 10 10 10 10 Y+R: 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 ------------|---------------||---------------||---------------||---------------| Volume Module: Base Vol: 216 1484 11 19 1278 133 99 9 111 9 13 22 Growth Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Initial Bse: 216 1484 11 19 1278 133 99 9 111 9 13 22 Added Vol: 0 0 0 0 0 0 0 0 0 0 0 0 GUP LIMIT: 25 0 0 0 0 14 8 1 16 0 2 0 Initial Fut: 241 1484 11 19 1278 147 107 10 127 9 15 22 User Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Volume: 241 1484 11 19 1278 147 107 10 127 9 15 22 Reduct Vol: 0 0 0 0 0 0 0 0 0 0 0 0 Reduced Vol: 241 1484 11 19 1278 147 107 10 127 9 15 22 PCE Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 MLF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 FinalVolume: 241 1484 11 19 1278 147 107 10 127 9 15 22 ------------|---------------||---------------||---------------||---------------| Saturation Flow Module: Sat/Lane: 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Adjustment: 0.92 0.98 0.95 0.92 0.99 0.95 0.92 1.00 0.92 0.92 0.92 0.92 Lanes: 1.00 2.98 0.02 1.00 2.68 0.32 1.00 1.00 1.00 0.19 0.33 0.48 Final Sat.: 1750 5559 41 1750 5022 578 1750 1900 1750 342 571 837 ------------|---------------||---------------||---------------||---------------| Capacity Analysis Module: Vol/Sat: 0.14 0.27 0.27 0.01 0.25 0.25 0.06 0.01 0.07 0.03 0.03 0.03 Crit Moves: **** **** **** Green Time: 35.9 85.0 85.0 17.1 66.3 66.3 18.9 18.9 18.9 18.9 18.9 18.9 Volume/Cap: 0.50 0.41 0.41 0.08 0.50 0.50 0.42 0.04 0.50 0.18 0.18 0.18 Delay/Veh: 40.4 10.7 10.7 49.7 21.1 21.1 51.7 47.8 52.7 49.1 49.1 49.1 User DelAdj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 AdjDel/Veh: 40.4 10.7 10.7 49.7 21.1 21.1 51.7 47.8 52.7 49.1 49.1 49.1 LOS by Move: D B+ B+ D C+ C+ D- D D- D D D HCM2k95thQ: 16 17 17 2 22 22 9 1 11 4 4 4 Note: Queue reported is the number of cars per lane.
COMPARE Wed Nov 04 14:38:29 2015 Page 3-2
Traffix 8 0 0715 Copyright (c) 2008 Dowling Associates, Inc. Licensed to FEHR & PEERS WALNUT CRK
Stanford GUP 2015 Residential Amendment WC15-3260 Fehr & Peers
Level Of Service Computation Report 2000 HCM Operations (Future Volume Alternative) Existing PP FULL PROJ AM
Intersection #1: El Camino Real/Serra Street-Park Boulevard
Signal=Protect/Rights=Include
Final Vol: 181 1278*** 19
Lanes: 0 1 2 0 1
Signal=Permit
Signal=Permit
Final Vol: Lanes: Rights=Include Vol Cnt Date: n/a Rights=Include Lanes: Final Vol:
128 1 Cycle Time (sec): 130 0 22
0 Loss Time (sec): 9 0
13 1 Critical V/C: 0 569 1! 20
0
Avg Crit Del (sec/veh): 30 5 0
166*** 1
Avg Delay (sec/veh): 23 9 0 9
LOS:C
Lanes: 1 0 2 1 0
Final Vol: 305*** 1484 11
Signal=Protect/Rights=Include
Street Name: El Camino Real Serra Street-Park Bouelvard Approach: North Bound South Bound East Bound West Bound Movement: L - T - R L - T - R L - T - R L - T - R ------------|---------------||---------------||---------------||---------------| Min. Green: 7 10 10 7 10 10 10 10 10 10 10 10 Y+R: 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 ------------|---------------||---------------||---------------||---------------| Volume Module: Base Vol: 216 1484 11 19 1278 133 99 9 111 9 13 22 Growth Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Initial Bse: 216 1484 11 19 1278 133 99 9 111 9 13 22 Added Vol: 0 0 0 0 0 0 0 0 0 0 0 0 FULL PROJ: 89 0 0 0 0 48 29 4 55 0 7 0 Initial Fut: 305 1484 11 19 1278 181 128 13 166 9 20 22 User Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Volume: 305 1484 11 19 1278 181 128 13 166 9 20 22 Reduct Vol: 0 0 0 0 0 0 0 0 0 0 0 0 Reduced Vol: 305 1484 11 19 1278 181 128 13 166 9 20 22 PCE Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 MLF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 FinalVolume: 305 1484 11 19 1278 181 128 13 166 9 20 22 ------------|---------------||---------------||---------------||---------------| Saturation Flow Module: Sat/Lane: 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Adjustment: 0.92 0.98 0.95 0.92 0.99 0.95 0.92 1.00 0.92 0.92 0.92 0.92 Lanes: 1.00 2.98 0.02 1.00 2.61 0.39 1.00 1.00 1.00 0.18 0.39 0.43 Final Sat.: 1750 5559 41 1750 4904 695 1750 1900 1750 309 686 755 ------------|---------------||---------------||---------------||---------------| Capacity Analysis Module: Vol/Sat: 0.17 0.27 0.27 0.01 0.26 0.26 0.07 0.01 0.09 0.03 0.03 0.03 Crit Moves: **** **** **** Green Time: 39.8 82.7 82.7 16.7 59.5 59.5 21.7 21.7 21.7 21.7 21.7 21.7 Volume/Cap: 0.57 0.42 0.42 0.08 0.57 0.57 0.44 0.04 0.57 0.17 0.17 0.17 Delay/Veh: 39.3 11.8 11.8 50.1 26.1 26.1 49.8 45.5 52.5 46.8 46.8 46.8 User DelAdj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 AdjDel/Veh: 39.3 11.8 11.8 50.1 26.1 26.1 49.8 45.5 52.5 46.8 46.8 46.8 LOS by Move: D B+ B+ D C C D D D- D D D HCM2k95thQ: 20 18 18 2 25 25 10 1 14 4 4 4 Note: Queue reported is the number of cars per lane.
COMPARE Wed Nov 04 14:38:29 2015 Page 3-3
Traffix 8 0 0715 Copyright (c) 2008 Dowling Associates, Inc. Licensed to FEHR & PEERS WALNUT CRK
Stanford GUP 2015 Residential Amendment WC15-3260 Fehr & Peers
Level Of Service Computation Report 2000 HCM Operations (Future Volume Alternative) Existing PP GUP LIMIT AM
Intersection #2: El Camino Real/Stanford Avenue
Signal=Protect/Rights=Include
Final Vol: 153 1232*** 29
Lanes: 0 1 2 0 1
Signal=Permit
Signal=Permit
Final Vol: Lanes: Rights=Include Vol Cnt Date: n/a Rights=Include Lanes: Final Vol:
179 0 Cycle Time (sec): 130 0 9
0 Loss Time (sec): 9 0
7*** 1! Critical V/C: 0 569 1! 21
0
Avg Crit Del (sec/veh): 31 6 0
153 0
Avg Delay (sec/veh): 28.1 0 15
LOS:C
Lanes: 1 0 2 1 0
Final Vol: 155*** 1515 15
Signal=Protect/Rights=Include
Street Name: El Camino Real Stanford Avenue Approach: North Bound South Bound East Bound West Bound Movement: L - T - R L - T - R L - T - R L - T - R ------------|---------------||---------------||---------------||---------------| Min. Green: 7 10 10 7 10 10 10 10 10 10 10 10 Y+R: 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 ------------|---------------||---------------||---------------||---------------| Volume Module: Base Vol: 155 1490 15 29 1216 153 179 7 153 15 21 9 Growth Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Initial Bse: 155 1490 15 29 1216 153 179 7 153 15 21 9 Added Vol: 0 0 0 0 0 0 0 0 0 0 0 0 GUP LIMIT: 0 25 0 0 16 0 0 0 0 0 0 0 Initial Fut: 155 1515 15 29 1232 153 179 7 153 15 21 9 User Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Volume: 155 1515 15 29 1232 153 179 7 153 15 21 9 Reduct Vol: 0 0 0 0 0 0 0 0 0 0 0 0 Reduced Vol: 155 1515 15 29 1232 153 179 7 153 15 21 9 PCE Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 MLF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 FinalVolume: 155 1515 15 29 1232 153 179 7 153 15 21 9 ------------|---------------||---------------||---------------||---------------| Saturation Flow Module: Sat/Lane: 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Adjustment: 0.92 0.98 0.95 0.92 0.99 0.95 0.92 0.92 0.92 0.92 0.92 0.92 Lanes: 1.00 2.97 0.03 1.00 2.66 0.34 0.53 0.02 0.45 0.33 0.47 0.20 Final Sat.: 1750 5545 55 1750 4981 619 924 36 790 583 817 350 ------------|---------------||---------------||---------------||---------------| Capacity Analysis Module: Vol/Sat: 0.09 0.27 0.27 0.02 0.25 0.25 0.19 0.19 0.19 0.03 0.03 0.03 Crit Moves: **** **** **** Green Time: 20.2 64.1 64.1 12.6 56.5 56.5 44.3 44.3 44.3 44.3 44.3 44.3 Volume/Cap: 0.57 0.55 0.55 0.17 0.57 0.57 0.57 0.57 0.57 0.08 0.08 0.08 Delay/Veh: 53.7 23.2 23.2 54.3 27.9 27.9 36.4 36.4 36.4 29.1 29.1 29.1 User DelAdj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 AdjDel/Veh: 53.7 23.2 23.2 54.3 27.9 27.9 36.4 36.4 36.4 29.1 29.1 29.1 LOS by Move: D- C C D- C C D+ D+ D+ C C C HCM2k95thQ: 13 25 25 2 24 24 22 22 22 3 3 3 Note: Queue reported is the number of cars per lane.
COMPARE Wed Nov 04 14:38:29 2015 Page 3-4
Traffix 8 0 0715 Copyright (c) 2008 Dowling Associates, Inc. Licensed to FEHR & PEERS WALNUT CRK
Stanford GUP 2015 Residential Amendment WC15-3260 Fehr & Peers
Level Of Service Computation Report 2000 HCM Operations (Future Volume Alternative) Existing PP FULL PROJ AM
Intersection #2: El Camino Real/Stanford Avenue
Signal=Protect/Rights=Include
Final Vol: 153 1271*** 29
Lanes: 0 1 2 0 1
Signal=Permit
Signal=Permit
Final Vol: Lanes: Rights=Include Vol Cnt Date: n/a Rights=Include Lanes: Final Vol:
179 0 Cycle Time (sec): 130 0 9
0 Loss Time (sec): 9 0
7*** 1! Critical V/C: 0 577 1! 21
0
Avg Crit Del (sec/veh): 31.4 0
153 0
Avg Delay (sec/veh): 27 8 0 15
LOS:C
Lanes: 1 0 2 1 0
Final Vol: 155*** 1579 15
Signal=Protect/Rights=Include
Street Name: El Camino Real Stanford Avenue Approach: North Bound South Bound East Bound West Bound Movement: L - T - R L - T - R L - T - R L - T - R ------------|---------------||---------------||---------------||---------------| Min. Green: 7 10 10 7 10 10 10 10 10 10 10 10 Y+R: 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 ------------|---------------||---------------||---------------||---------------| Volume Module: Base Vol: 155 1490 15 29 1216 153 179 7 153 15 21 9 Growth Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Initial Bse: 155 1490 15 29 1216 153 179 7 153 15 21 9 Added Vol: 0 0 0 0 0 0 0 0 0 0 0 0 FULL PROJ: 0 89 0 0 55 0 0 0 0 0 0 0 Initial Fut: 155 1579 15 29 1271 153 179 7 153 15 21 9 User Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Volume: 155 1579 15 29 1271 153 179 7 153 15 21 9 Reduct Vol: 0 0 0 0 0 0 0 0 0 0 0 0 Reduced Vol: 155 1579 15 29 1271 153 179 7 153 15 21 9 PCE Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 MLF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 FinalVolume: 155 1579 15 29 1271 153 179 7 153 15 21 9 ------------|---------------||---------------||---------------||---------------| Saturation Flow Module: Sat/Lane: 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Adjustment: 0.92 0.98 0.95 0.92 0.99 0.95 0.92 0.92 0.92 0.92 0.92 0.92 Lanes: 1.00 2.97 0.03 1.00 2.67 0.33 0.53 0.02 0.45 0.33 0.47 0.20 Final Sat.: 1750 5547 53 1750 4998 602 924 36 790 583 817 350 ------------|---------------||---------------||---------------||---------------| Capacity Analysis Module: Vol/Sat: 0.09 0.28 0.28 0.02 0.25 0.25 0.19 0.19 0.19 0.03 0.03 0.03 Crit Moves: **** **** **** Green Time: 20.0 65.0 65.0 12.3 57.3 57.3 43.7 43.7 43.7 43.7 43.7 43.7 Volume/Cap: 0.58 0.57 0.57 0.18 0.58 0.58 0.58 0.58 0.58 0.08 0.08 0.08 Delay/Veh: 54.2 23.0 23.0 54.7 27.6 27.6 37.0 37.0 37.0 29.5 29.5 29.5 User DelAdj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 AdjDel/Veh: 54.2 23.0 23.0 54.7 27.6 27.6 37.0 37.0 37.0 29.5 29.5 29.5 LOS by Move: D- C+ C+ D- C C D+ D+ D+ C C C HCM2k95thQ: 13 26 26 2 25 25 22 22 22 3 3 3 Note: Queue reported is the number of cars per lane.
COMPARE Wed Nov 04 14:38:52 2015 Page 1-1
Traffix 8 0 0715 Copyright (c) 2008 Dowling Associates, Inc. Licensed to FEHR & PEERS WALNUT CRK
Stanford GUP 2015 Residential Amendment WC15-3260 Fehr & Peers
Summary Scenario Comparison Report (With Average Critical Delay) Future Volume Alternative
Existing PP GUP LIMIT PM Existing PP FULL PROJ PM
Avg Avg Avg Avg Crit Avg Crit Crit Crit
Del Crit Del Del Crit V/C Del Del
Intersection LOS (sec) V/C (sec) LOS (sec) V/C Change (sec) Change
#1 Serra Street-Park Blvd/El Camino Real C 24.3 0.611 27 0 C 27.6 0.672 + 0.061 31.4 + 4.4
#2 Stanford Ave/El Camino Real C 25.3 0.657 28 0 C 25.1 0.670 + 0.012 27 9 - 0 2
COMPARE Wed Nov 04 14:38:52 2015 Page 3-1
Traffix 8 0 0715 Copyright (c) 2008 Dowling Associates, Inc. Licensed to FEHR & PEERS WALNUT CRK
Stanford GUP 2015 Residential Amendment WC15-3260 Fehr & Peers
Level Of Service Computation Report 2000 HCM Operations (Future Volume Alternative) Existing PP GUP LIMIT PM
Intersection #1: El Camino Real/Serra Street-Park Boulevard
Signal=Protect/Rights=Include
Final Vol: 116 1693*** 44
Lanes: 0 1 2 0 1
Signal=Permit
Signal=Permit
Final Vol: Lanes: Rights=Include Vol Cnt Date: n/a Rights=Include Lanes: Final Vol:
179 1 Cycle Time (sec): 130 0 25
0 Loss Time (sec): 9 0
37 1 Critical V/C: 0 611 1! 8
0
Avg Crit Del (sec/veh): 27 0 0
272*** 1
Avg Delay (sec/veh): 24 3 0 7
LOS:C
Lanes: 1 0 2 1 0
Final Vol: 158*** 1517 9
Signal=Protect/Rights=Include
Street Name: El Camino Real Serra Street-Park Bouelvard Approach: North Bound South Bound East Bound West Bound Movement: L - T - R L - T - R L - T - R L - T - R ------------|---------------||---------------||---------------||---------------| Min. Green: 7 10 10 7 10 10 10 10 10 10 10 10 Y+R: 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 ------------|---------------||---------------||---------------||---------------| Volume Module: Base Vol: 146 1517 9 44 1693 109 165 35 245 7 7 25 Growth Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Initial Bse: 146 1517 9 44 1693 109 165 35 245 7 7 25 Added Vol: 0 0 0 0 0 0 0 0 0 0 0 0 GUP LIMIT: 12 0 0 0 0 7 14 2 27 0 1 0 Initial Fut: 158 1517 9 44 1693 116 179 37 272 7 8 25 User Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Volume: 158 1517 9 44 1693 116 179 37 272 7 8 25 Reduct Vol: 0 0 0 0 0 0 0 0 0 0 0 0 Reduced Vol: 158 1517 9 44 1693 116 179 37 272 7 8 25 PCE Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 MLF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 FinalVolume: 158 1517 9 44 1693 116 179 37 272 7 8 25 ------------|---------------||---------------||---------------||---------------| Saturation Flow Module: Sat/Lane: 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Adjustment: 0.92 0.98 0.95 0.92 0.98 0.95 0.92 1.00 0.92 0.92 0.92 0.92 Lanes: 1.00 2.98 0.02 1.00 2.80 0.20 1.00 1.00 1.00 0.17 0.20 0.63 Final Sat.: 1750 5567 33 1750 5240 359 1750 1900 1750 306 350 1094 ------------|---------------||---------------||---------------||---------------| Capacity Analysis Module: Vol/Sat: 0.09 0.27 0.27 0.03 0.32 0.32 0.10 0.02 0.16 0.02 0.02 0.02 Crit Moves: **** **** **** Green Time: 19.2 73.4 73.4 14.5 68.7 68.7 33.1 33.1 33.1 33.1 33.1 33.1 Volume/Cap: 0.61 0.48 0.48 0.23 0.61 0.61 0.40 0.08 0.61 0.09 0.09 0.09 Delay/Veh: 56.1 17.0 17.0 53.2 21.7 21.7 40.9 36.9 45.3 37.1 37.1 37.1 User DelAdj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 AdjDel/Veh: 56.1 17.0 17.0 53.2 21.7 21.7 40.9 36.9 45.3 37.1 37.1 37.1 LOS by Move: E+ B B D- C+ C+ D D+ D D+ D+ D+ HCM2k95thQ: 12 22 22 4 29 29 12 2 20 3 3 3 Note: Queue reported is the number of cars per lane.
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Level Of Service Computation Report 2000 HCM Operations (Future Volume Alternative) Existing PP FULL PROJ PM
Intersection #1: El Camino Real/Serra Street-Park Boulevard
Signal=Protect/Rights=Include
Final Vol: 131 1693*** 44
Lanes: 0 1 2 0 1
Signal=Permit
Signal=Permit
Final Vol: Lanes: Rights=Include Vol Cnt Date: n/a Rights=Include Lanes: Final Vol:
214 1 Cycle Time (sec): 130 0 25
0 Loss Time (sec): 9 0
42 1 Critical V/C: 0 672 1! 10
0
Avg Crit Del (sec/veh): 31.4 0
337*** 1
Avg Delay (sec/veh): 27 6 0 7
LOS:C
Lanes: 1 0 2 1 0
Final Vol: 188*** 1517 9
Signal=Protect/Rights=Include
Street Name: El Camino Real Serra Street-Park Bouelvard Approach: North Bound South Bound East Bound West Bound Movement: L - T - R L - T - R L - T - R L - T - R ------------|---------------||---------------||---------------||---------------| Min. Green: 7 10 10 7 10 10 10 10 10 10 10 10 Y+R: 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 ------------|---------------||---------------||---------------||---------------| Volume Module: Base Vol: 146 1517 9 44 1693 109 165 35 245 7 7 25 Growth Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Initial Bse: 146 1517 9 44 1693 109 165 35 245 7 7 25 Added Vol: 0 0 0 0 0 0 0 0 0 0 0 0 FULL PROJ: 42 0 0 0 0 22 49 7 92 0 3 0 Initial Fut: 188 1517 9 44 1693 131 214 42 337 7 10 25 User Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Volume: 188 1517 9 44 1693 131 214 42 337 7 10 25 Reduct Vol: 0 0 0 0 0 0 0 0 0 0 0 0 Reduced Vol: 188 1517 9 44 1693 131 214 42 337 7 10 25 PCE Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 MLF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 FinalVolume: 188 1517 9 44 1693 131 214 42 337 7 10 25 ------------|---------------||---------------||---------------||---------------| Saturation Flow Module: Sat/Lane: 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Adjustment: 0.92 0.98 0.95 0.92 0.99 0.95 0.92 1.00 0.92 0.92 0.92 0.92 Lanes: 1.00 2.98 0.02 1.00 2.78 0.22 1.00 1.00 1.00 0.17 0.24 0.59 Final Sat.: 1750 5567 33 1750 5197 402 1750 1900 1750 292 417 1042 ------------|---------------||---------------||---------------||---------------| Capacity Analysis Module: Vol/Sat: 0.11 0.27 0.27 0.03 0.33 0.33 0.12 0.02 0.19 0.02 0.02 0.02 Crit Moves: **** **** **** Green Time: 20.8 69.9 69.9 13.8 63.0 63.0 37.2 37.2 37.2 37.2 37.2 37.2 Volume/Cap: 0.67 0.51 0.51 0.24 0.67 0.67 0.43 0.08 0.67 0.08 0.08 0.08 Delay/Veh: 57.7 19.2 19.2 53.9 26.3 26.3 38.3 33.9 44.6 34.0 34.0 34.0 User DelAdj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 AdjDel/Veh: 57.7 19.2 19.2 53.9 26.3 26.3 38.3 33.9 44.6 34.0 34.0 34.0 LOS by Move: E+ B- B- D- C C D+ C- D C- C- C- HCM2k95thQ: 14 23 23 4 33 33 14 2 24 3 3 3 Note: Queue reported is the number of cars per lane.
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Level Of Service Computation Report 2000 HCM Operations (Future Volume Alternative) Existing PP GUP LIMIT PM
Intersection #2: El Camino Real/Stanford Avenue
Signal=Protect/Rights=Include
Final Vol: 147 1781*** 44
Lanes: 0 1 2 0 1
Signal=Permit
Signal=Permit
Final Vol: Lanes: Rights=Include Vol Cnt Date: n/a Rights=Include Lanes: Final Vol:
155 0 Cycle Time (sec): 130 0 5
0 Loss Time (sec): 9 0
32*** 1! Critical V/C: 0 657 1! 22
0
Avg Crit Del (sec/veh): 28 0 0
153 0
Avg Delay (sec/veh): 25 3 0 21
LOS:C
Lanes: 1 0 2 1 0
Final Vol: 128*** 1468 40
Signal=Protect/Rights=Include
Street Name: El Camino Real Stanford Avenue Approach: North Bound South Bound East Bound West Bound Movement: L - T - R L - T - R L - T - R L - T - R ------------|---------------||---------------||---------------||---------------| Min. Green: 7 10 10 7 10 10 10 10 10 10 10 10 Y+R: 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 ------------|---------------||---------------||---------------||---------------| Volume Module: Base Vol: 128 1456 40 44 1754 147 155 32 153 21 22 5 Growth Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Initial Bse: 128 1456 40 44 1754 147 155 32 153 21 22 5 Added Vol: 0 0 0 0 0 0 0 0 0 0 0 0 GUP LIMIT: 0 12 0 0 27 0 0 0 0 0 0 0 Initial Fut: 128 1468 40 44 1781 147 155 32 153 21 22 5 User Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Volume: 128 1468 40 44 1781 147 155 32 153 21 22 5 Reduct Vol: 0 0 0 0 0 0 0 0 0 0 0 0 Reduced Vol: 128 1468 40 44 1781 147 155 32 153 21 22 5 PCE Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 MLF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 FinalVolume: 128 1468 40 44 1781 147 155 32 153 21 22 5 ------------|---------------||---------------||---------------||---------------| Saturation Flow Module: Sat/Lane: 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Adjustment: 0.92 0.98 0.95 0.92 0.99 0.95 0.92 0.92 0.92 0.92 0.92 0.92 Lanes: 1.00 2.92 0.08 1.00 2.76 0.24 0.46 0.09 0.45 0.44 0.46 0.10 Final Sat.: 1750 5451 149 1750 5172 427 798 165 788 766 802 182 ------------|---------------||---------------||---------------||---------------| Capacity Analysis Module: Vol/Sat: 0.07 0.27 0.27 0.03 0.34 0.34 0.19 0.19 0.19 0.03 0.03 0.03 Crit Moves: **** **** **** Green Time: 14.5 68.8 68.8 13.8 68.1 68.1 38.4 38.4 38.4 38.4 38.4 38.4 Volume/Cap: 0.66 0.51 0.51 0.24 0.66 0.66 0.66 0.66 0.66 0.09 0.09 0.09 Delay/Veh: 63.3 19.9 19.9 54.0 23.0 23.0 43.1 43.1 43.1 33.2 33.2 33.2 User DelAdj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 AdjDel/Veh: 63.3 19.9 19.9 54.0 23.0 23.0 43.1 43.1 43.1 33.2 33.2 33.2 LOS by Move: E B- B- D- C C D D D C- C- C- HCM2k95thQ: 12 23 23 3 32 32 24 24 24 3 3 3 Note: Queue reported is the number of cars per lane.
COMPARE Wed Nov 04 14:38:52 2015 Page 3-4
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Stanford GUP 2015 Residential Amendment WC15-3260 Fehr & Peers
Level Of Service Computation Report 2000 HCM Operations (Future Volume Alternative) Existing PP FULL PROJ PM
Intersection #2: El Camino Real/Stanford Avenue
Signal=Protect/Rights=Include
Final Vol: 147 1846*** 44
Lanes: 0 1 2 0 1
Signal=Permit
Signal=Permit
Final Vol: Lanes: Rights=Include Vol Cnt Date: n/a Rights=Include Lanes: Final Vol:
155 0 Cycle Time (sec): 130 0 5
0 Loss Time (sec): 9 0
32*** 1! Critical V/C: 0 670 1! 22
0
Avg Crit Del (sec/veh): 27 9 0
153 0
Avg Delay (sec/veh): 25.1 0 21
LOS:C
Lanes: 1 0 2 1 0
Final Vol: 128*** 1498 40
Signal=Protect/Rights=Include
Street Name: El Camino Real Stanford Avenue Approach: North Bound South Bound East Bound West Bound Movement: L - T - R L - T - R L - T - R L - T - R ------------|---------------||---------------||---------------||---------------| Min. Green: 7 10 10 7 10 10 10 10 10 10 10 10 Y+R: 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 ------------|---------------||---------------||---------------||---------------| Volume Module: Base Vol: 128 1456 40 44 1754 147 155 32 153 21 22 5 Growth Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Initial Bse: 128 1456 40 44 1754 147 155 32 153 21 22 5 Added Vol: 0 0 0 0 0 0 0 0 0 0 0 0 FULL PROJ: 0 42 0 0 92 0 0 0 0 0 0 0 Initial Fut: 128 1498 40 44 1846 147 155 32 153 21 22 5 User Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 PHF Volume: 128 1498 40 44 1846 147 155 32 153 21 22 5 Reduct Vol: 0 0 0 0 0 0 0 0 0 0 0 0 Reduced Vol: 128 1498 40 44 1846 147 155 32 153 21 22 5 PCE Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 MLF Adj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 FinalVolume: 128 1498 40 44 1846 147 155 32 153 21 22 5 ------------|---------------||---------------||---------------||---------------| Saturation Flow Module: Sat/Lane: 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Adjustment: 0.92 0.98 0.95 0.92 0.99 0.95 0.92 0.92 0.92 0.92 0.92 0.92 Lanes: 1.00 2.92 0.08 1.00 2.77 0.23 0.46 0.09 0.45 0.44 0.46 0.10 Final Sat.: 1750 5454 146 1750 5186 413 798 165 788 766 802 182 ------------|---------------||---------------||---------------||---------------| Capacity Analysis Module: Vol/Sat: 0.07 0.27 0.27 0.03 0.36 0.36 0.19 0.19 0.19 0.03 0.03 0.03 Crit Moves: **** **** **** Green Time: 14.2 69.6 69.6 13.7 69.1 69.1 37.7 37.7 37.7 37.7 37.7 37.7 Volume/Cap: 0.67 0.51 0.51 0.24 0.67 0.67 0.67 0.67 0.67 0.09 0.09 0.09 Delay/Veh: 64.5 19.5 19.5 54.1 22.8 22.8 44.1 44.1 44.1 33.8 33.8 33.8 User DelAdj: 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 AdjDel/Veh: 64.5 19.5 19.5 54.1 22.8 22.8 44.1 44.1 44.1 33.8 33.8 33.8 LOS by Move: E B- B- D- C+ C+ D D D C- C- C- HCM2k95thQ: 12 23 23 3 32 32 24 24 24 3 3 3 Note: Queue reported is the number of cars per lane.
County of Santa Clara
Department of Planning and Development
Planning Office
Environmental Information Form
Project Applicant or Representative:
Name:
Address:
Phone:
E-mail:
Please answer the following questions in the spaces provided. Use additional sheets if necessary. If the question does not apply, mark “N/A.”
Failure to provide complete and accurate information will result in your application being declared incomplete,
which will delay application processing.
Project Description:
1. Project address (or location):
2. Describe the project (i.e., What will be constructed? Proposed use? Project objectives?):
5 January 2013 Replaces December 2007
Environmental Setting:
1. Describe the natural characteristics (e.g., topography, vegetation, drainage, soil stability,
habitat, etc.) on the project site.
2. Describe the existing land uses on the project site.
3. Describe the existing land uses adjacent to the project site (note location in relation to the
project site):
4. Are there any known technical reports that evaluate the property or the proposed project
(e.g., geologic, biological, archaeological, environmental impact reports, etc.)? Indicate
which reports will be submitted with this application:
Form continues on next page
DPR 523A (1/95) *Required information
Page 1 of 20 *Resource Name or #: (Assigned by recorder) Escondido Village II, and Escondido Village III
P1. Other Identifier: EV-II (buildings 10-055 to 10-098) and EV III (buildings 10-099 to 10-115)
*P2. Location: Not for Publication Unrestricted
*a. County Santa Clara and (P2c, P2e, and P2b or P2d. Attach a Location Map as necessary.)
*b. USGS 7.5' Quad Palo Alto Date 1991 T ; R ; of of Sec ; B.M.
c. Address City Stanford Zip 94305
d. UTM: (Give more than one for large and/or linear resources) Zone 10s, 574974 mE / 4142631mN (10-074) Zone 10s, 574635mE / 4142473 mN (10-109)
e. Other Locational Data: (e.g., parcel #, directions to resource, elevation, etc., as appropriate) PARCEL # 142-04-023
Escondido Village is bounded by El Camino Real, Serra Street, Escondido Road and Stanford Avenue
*P3a. Description:
(Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries) Escondido Village, frequently referred as EV, is a residential community on the Stanford University campus.
It was planned and constructed in five separate increments plus additional infill development. The land for
the village was originally reserved for married graduate students but it was planned and constructed in
phases from 1959 to 1975.
(Continued on p. 4) *P3b. Resource Attributes: (List attributes and codes) HP3: Multiple Family Property
*P4. Resources Present: Building Structure Object Site District Element of District Other (Isolates, etc.)
P5b. Description of Photo: (view, date, accession #) McFarland mid-rise and low-rise 10-108 in the foreground, Hoskins mid-rise to the left and Studio 3
*P6. Date Constructed/Age and
Source: EV-I 1964, EV-II 1966
Historic Prehistoric Both
*P7. Owner and Address:
Board of Trustees
Stanford University
Stanford, CA 94305
*P8. Recorded by: (Name, affiliation, and address) Elena Angoloti (3/C),
Laura Jones (1/A, 2/B, 4/D)
Stanford University
3160 Porter Dr., Suite 200
Palo Alto, CA 94304
*P9. Date Recorded: 11/30/2015
*P10. Survey Type: (Describe)
Intensive
*P11. Report Citation: (Cite survey
report and other sources, or enter
"none.") None
*Attachments: NONE Location
Map Continuation Sheet Building,
Structure, and Object Record
Archaeological Record District Record Linear Feature Record Milling Station Record Rock Art Record
Artifact Record Photograph Record Other (List):
State of California - The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # PRIMARY RECORD Trinomial
NRHP Status Code Other Listings
Review Code Reviewer Date
P5a. Photograph or Drawing (Photograph required for buildings, structures, and objects.)
Page 4 of 20 *Resource Name or # (Assigned by recorder): Escondido Village II and III
*Recorded by: Elena Angoloti (3/C), Laura Jones (1/A, 2/B, 4/D)*Date: 11/30/2015 Continuation Update
*P3a, B6. Description Construction History Continuation from p. 1
State of California – The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial
The first increment called Escondido Village I (EV-I) was described and evaluated in a separate form (Cain-
Seibold 1). As the demand for married student housing on campus kept growing soon after the completion of
EV-I more phases followed suit.
The scope of this evaluation effort is Escondido Village II and III, also called EV-II and EV-III.
1962 – EV-II Description
The design was done in 1962 by the architectural firm Campbell and Wong with the landscape firm of Royston,
Hanamoto and Mayes. It comprised forty-one two-story apartment blocks and three eight-story mid-rises. The site covered around thirty-two acres situated in the northeast corner of the Stanford campus, at the junction of El
Camino Real and Stanford Avenue. As part of the project Serra Street was extended to connect with El Camino
Real, thus creating the western border of Escondido Village. The construction took two years and the increment
was ready for occupancy on April 1st 1964.1
The low‐rise apartment blocks and mid‐rise apartment towers were set in a park‐like setting. This increment is characterized by a loop ring, internal pathways and semi-private garden space on the interior of each housing
cluster. There is a combination of architectural styles in the development: the low-rise blocks are designed in
the Second Bay Tradition while the towers are in Midcentury Modern style.
Setting The access to EV-II is organized by a loop road, Olmsted Road, which serves a series of clusters of buildings.
Outside of this loop road there is a two hundred foot landscape area. The layout of the EV-II apartment blocks
differs from the EV-I “jackstraw pattern” of buildings where buildings had been set in groups of twos and threes
laid out among the trees (Cain-Seibold 14). The EV-II plan creates clusters of low-rise blocks laid out in cul-de-
sacs, with a mid-rise towers situated at the end of three dead-end streets. A pedestrian path system, separated from the loop road, links internally the buildings within the village.
Elevated view of low-rise units looking toward main
campus, Hoover Tower visible, March 19642
Mid-rises’ view from Abrams court facing west, 1960s3
1 (Escondido Third Unit) The Stanford Daily, Volume 147, Issue 10, 12 February 1965
2 Box 2_82155-16, Morley Baer Photographs (PC0083). Dept. of Special Collections and University Archives, Stanford University
Libraries, Stanford, Calif. 3 Box: 48, Folder: Student housing--Escondido Village, Photo #2916, Stanford Historical Photograph Collection (SC1071). Dept. of
Special Collections and University Archives, Stanford University Libraries, Stanford, Calif.
Page 5 of 20 *Resource Name or # (Assigned by recorder): Escondido Village II and III
*Recorded by: Elena Angoloti (3/C), Laura Jones (1/A, 2/B, 4/D)*Date: 11/30/2015 Continuation Update
*P3a, B6. Description Construction History Continuation from p. 1
State of California – The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial
EV- I, 1959 EV- II, 1964 1963 Aerial, EV-II under construction4
Low-rise Architecture
The architecture of the low-rise blocks is designed in the Second Bay Tradition style, similar in style to EV-I. They
have a basic module of two units (with a mirrored distribution), repeated in linear blocks of six or ten units. The
linear arrangement is staggered ten feet at four unit intervals. The blocks are arranged in horse-shoes around shared green spaces, so that the units have a private side facing the green space and a public side facing the street. Each block of attached units has a combination of two and three bedroom units. The dimensions of the two-bedroom units
are twenty-one feet wide and twenty feet deep, with a transversal wall extending four feet at both ends to create
privacy between units. The three-bedroom units protrude towards the street.
The exterior finishes and materials include: end and transversal walls finished with redwood siding, while the rest of the walls are finished with cement plaster. From the black and white photographs a different paint color can be
seen in the plaster of the different blocks, with a preponderance of light colors in high contrast to the darker wood
siding. The low-pitch side-gabled roof has wood shingles and four feet overhangs on each side. The short ends of
the block have double tapered beams supporting the overhang at the ridge and wall joints. The long side of the roof has exposed rafters.
4 Series 1 Photographs, Box 2, folder 6 #4-02, Stanford University, Planning Office, Photographs (PC0062). Dept. of Special Collections and University Archives, Stanford University Libraries, Stanford, Calif.
Page 6 of 20 *Resource Name or # (Assigned by recorder): Escondido Village II and III
*Recorded by: Elena Angoloti (3/C), Laura Jones (1/A, 2/B, 4/D)*Date: 11/30/2015 Continuation Update
*P3a, B6. Description Construction History Continuation from p. 1
State of California – The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial
Aerial view of EV-II, ca 19725 View from Barnes facing south, Abrams mid-
rise in the foreground6
Street façade The façade facing the road is mostly solid with the exception of the front door, and two small windows per unit. The typical two-bedroom unit has a solid wood door protected by a gabled canopy. The two windows are framed by
dark wood decorative battens extending from the ground to the eaves.
The composition of the double three-bedroom units is different and repeats once per block. There is a protruding mass created by the third bedroom located on the second floor and mechanical and storage rooms at the lower level. These spaces project from the wall towards the street and are topped with a gabled roof over each unit’s third
bedroom. The second floor is clad in wood siding while the lower floor is plastered.
Green space façade This façade is identical in all the units. Two pairs of vertical battens frame a pair of sliding doors on the lower level and a pair of windows on the top floor. A wood trellis formed by tapered double beams shades the doors, while the
overhang shades the windows. The vertical redwood sided walls serve as fins between units and provide privacy in
the patios. A wood fence marks the patio of each unit.
5 Box: 48, Folder: Student housing--Escondido Village, Photo #13564, Stanford Historical Photograph Collection (SC1071). Dept. of
Special Collections and University Archives, Stanford University Libraries, Stanford, Calif.
6 Box 2_82155-15, Morley Baer Photographs (PC0083). Dept. of Special Collections and University Archives, Stanford University
Libraries, Stanford, Calif.
Page 7 of 20 *Resource Name or # (Assigned by recorder): Escondido Village II and III
*Recorded by: Elena Angoloti (3/C), Laura Jones (1/A, 2/B, 4/D)*Date: 11/30/2015 Continuation Update
*P3a, B6. Description Construction History Continuation from p. 1
State of California – The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial
Green space façade, March 19647 Green space elevation, Campbell & Wong 1964 plans
Street-side façade, Entrance to unit 59A, March 19648 Street-side elevation, Campbell & Wong 1964 plans
End of block elevation, Campbell & Wong 1964 plans Section, Campbell & Wong 1964 plans
7 Box 2_82155-10, Morley Baer Photographs (PC0083). Dept. of Special Collections and University Archives, Stanford University
Libraries, Stanford, Calif.
8 Ibid. Box 2_82155-25
Page 8 of 20 *Resource Name or # (Assigned by recorder): Escondido Village II and III
*Recorded by: Elena Angoloti (3/C), Laura Jones (1/A, 2/B, 4/D)*Date: 11/30/2015 Continuation Update
*P3a, B6. Description Construction History Continuation from p. 1
State of California – The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial
Windows, street side, Campbell & Wong 1964 plans Windows, Green space side, Campbell & Wong 1964 plans
Mid-rise architecture The mid-rises are massive textured concrete structures with a rectangular floorplan. They are symmetrical along
both axes with a repetitive design. The corner balconies are the most prominent feature, they are accessible from
both the bedroom and living room of each unit through a sliding door. Additional balconies are located at the corners
of the central section that projects six feet from the main mass. The slabs and columns have an accentuated profile while the metal railing is very light and almost invisible. Large portions of the overall mass are solid, especially in the end façades where the windows are quite narrow. The windows and balconies are stacked vertically. The metal
roof is hipped with a penthouse at the center.
There is a basement level with service rooms surrounded by a heavily landscaped areaway. The main access is from the first floor where a small lounge and entrance are located. Three mid-rises of eight stories each are placed at the end of cul-de sacs which provide parking for their occupants.
Abrams mid-rise, in the background Barnes and Hulme, view facing west, March 19649 Hulme mid-rise, facing north, March 196410
9 Box 2_82155-1, Morley Baer Photographs (PC0083). Dept. of Special Collections and University Archives, Stanford University Libraries, Stanford, Calif. 10 Ibid. Box 2_82155-11
Page 9 of 20 *Resource Name or # (Assigned by recorder): Escondido Village II and III
*Recorded by: Elena Angoloti (3/C), Laura Jones (1/A, 2/B, 4/D)*Date: 11/30/2015 Continuation Update
*P3a, B6. Description Construction History Continuation from p. 1
State of California – The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial
1966 – EV-III Description
EV-III followed right after the second phase of EV-II was constructed. This increment was smaller than the former
and included two mid-rises and sixteen apartment blocks. This phase was an exact replica of the previous one, designed in 1964 by the architectural firm Campbell and Wong with the landscape firm of Royston, Hanamoto,
Mayes and Beck. It is located in the middle of the west half of the Village, facing Serra Street.
View from McFarland mid-rise facing south, October 196711 Artist sketch of EV- III12
EV-III, 1966 Aerial, July 196913
11 Box 3_82124-10, Morley Baer Photographs (PC0083). Dept. of Special Collections and University Archives, Stanford University
Libraries, Stanford, Calif. 12 Box: 48, Folder: Student housing--Escondido Village, Photo #12991.1, Stanford Historical Photograph Collection (SC1071). Dept.
of Special Collections and University Archives, Stanford University Libraries, Stanford, Calif.
13 Series 1, Photographs, Box 2, folder 8 #1-06, Stanford University, Planning Office, Photographs (PC0062). Dept. of Special Collections and University Archives, Stanford University Libraries, Stanford, Calif.
Page 10 of 20 *Resource Name or # (Assigned by recorder): Escondido Village II and III
*Recorded by: Elena Angoloti (3/C), Laura Jones (1/A, 2/B, 4/D)*Date: 11/30/2015 Continuation Update
*P3a, B6. Description Construction History Continuation from p. 1
State of California – The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial
Renovations of EV-II and EV-III
All the buildings of the village have been upgraded and renovated several times over their life. In 1985 they
were renovated to conserve energy, then they were renovated again as part of the Capital Improvement Program (CIP) from 1994 to 2000.14 It appears as part of this CIP the roof material changed from wood shingles to
asphalt shingles. Much later, a new project to upgrade the slab and heating system of the low-rises was executed
in phases, spanning from 2004 to 2016. The original aluminum windows were replaced with white vinyl
windows. The sliding doors of the living room were also replaced by a window (to provide space underneath for
a baseboard heater). The paint palette of the units was changed as part of the renewal process.
Low-rises, view from green space, date 196715 Low-rises, view from green space, 2015
The mid-rises have been renovated twice since their construction, but no exterior impact is noticeable.16
Later development
Recreation and Community Facilities
Other facilities to service the residential space were gradually incorporated into the village in later years. At the center there were recreational outdoor facilities; in the south end there were service and community buildings added
for maintenance support, student housing offices, etc. More recently in 2008 and 2012 two more childcare centers
were built at the north end of the village outside of Olmsted Road.
In 2001 the SWA group (originally known as Sasaki, Walker Associates) studied the village and created a masterplan to improve the area circulation, amenities and infrastructure. One of the largest impact of the SWA
design was the phased implementation of the Escondido Village Spine, a wider central road that transverses the
village and connects Escondido Road to El Camino Real.
14 (Tyler)The Stanford Daily, Volume 218A, Issue 6, 10 August 2000 15 Box: 48, Folder: Student housing--Escondido Village, Photo #16203, Stanford Historical Photograph Collection (SC1071). Dept. of Special Collections and University Archives, Stanford University Libraries, Stanford, Calif.
16 https://rde.stanford.edu/studenthousing/escondido-village-mid-rise-apartments, accessed November 4th, 2015
Page 11 of 20 *Resource Name or # (Assigned by recorder): Escondido Village II and III
*Recorded by: Elena Angoloti (3/C), Laura Jones (1/A, 2/B, 4/D)*Date: 11/30/2015 Continuation Update
*P3a, B6. Description Construction History Continuation from p. 1
State of California – The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial
1971 – EV-IV Description
The last increment of the village inside of Olmsted Road was planned for single students and opened in 1971. It
included nine apartment blocks and two high-rises situated in the southwest corner of the village. The design team changed slightly with the architects being Wong Brocchini and Associates and the landscape architects Royston,
Hanamoto, and Abey. This increment differs somewhat from the previous two.
Residential Infills
The SWA masterplan included a multiphase redevelopment of Escondido Village. The first phases of this plan were
implemented; they involved a new infill of studios to house single students in different areas of the village. Six four-
story studios were built. Studio 1 and Studio 2 by MBT Architecture in 2001: and Studios 3 to 6 by James Guthrie & Associates between 2001 and 2003. This infill involved the demolition of a few low-rises over EV-I, and the
interruption of the loop in its western corner.
The landscape area around the village was infilled in 2010 with single-family houses for faculty and staff. In 2014
the last development opened, which replaced a portion of EV-I. It is composed of four new studio buildings and a commons, called Kennedy Graduate Residences.
17 Accession ARCH-2008-194, Box 5 f 4, Quad 10, Planning Office, Photographs (PC0062). Dept. of Special Collections and University Archives, Stanford
University Libraries, Stanford, Calif.
EV-IV Jenkins Court, Blackwelder high-rise on the background,
undated17 EV-IV, 1971
Page 12 of 20 *Resource Name or # (Assigned by recorder): Escondido Village II and III
*Recorded by: Elena Angoloti (3/C), Laura Jones (1/A, 2/B, 4/D)*Date: 11/30/2015 Continuation Update
*P3a, B6. Description Construction History Continuation from p. 1
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Studio 2, 2015
Olmsted Terrace Faculty Housing, 2011 EV, 2015
Mulberry House (childcare center), 2008
Kennedy Graduate Residences, 2015 Aerial, 2015
Page 13 of 20 *Resource Name or # (Assigned by recorder): Escondido Village II and III
*Recorded by: Elena Angoloti (3/C), Laura Jones (1/A, 2/B, 4/D) *Date: 11/30/2015 Continuation Update
*B10. Period of Significance Continuation from p. 2
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Evaluation
The criteria for listing on the California Register are as follows:
• Associated with events that have made a significant contribution to the broad patterns of local or
regional history or the cultural heritage of California or the United States (Criterion 1).
• Associated with the lives of persons important to local, California or national history (Criterion 2).
• Embodies the distinctive characteristics of a type, period, region or method of construction or represents
the work of a master or possesses high artistic values (Criterion 3).
• Has yielded, or has the potential to yield, information important to the prehistory or history of the local area, California or the nation (Criterion 4).
Criterion A/1: Associated with events that have made a significant contribution to the broad patterns of
our history.
A search of books, newspapers and other sources yielded records of petty crimes, mentions in memoirs and
minor works of fiction, marriage and birth announcements, and other small scale events that are typical for
residential neighborhoods. In recent years some entrepreneurial graduate students have initiated business
enterprises in their apartments at Escondido Village.18 These events, taking place in the 1990s and early 2000s, occurred too recently to assess their contributions to history. EV-II and EV-III do not appear to have been
associated with significant events in history.
Criterion B/2: Associated with the lives of significant persons in our past.
A number of significant persons attended Stanford University and likely some of these resided in Escondido
Village while completing graduate studies. For example, former Prime Minister of Israel, Ehud Barak, earned a
master’s degree at Stanford in 1978 and lived with his family in Escondido Village. Prime Minister Barak
achieved historical significance in a later time (the 1990s) and at a far distant place (Israel). Thus there is no
substantive association between Barak’s historical achievements and Escondido Village. Thousands of students have lived in EV-II and EV-III. While many of these students undoubtedly went on to successful careers in
various fields, their accomplishments would be more closely associated with their homes or workplaces after
graduation from Stanford. Thus EV-II and EV-III do not appear eligible under Criterion 2.
18 “Soundhound Unveils Voice Control Interface A Decade in the Making to Battle Siri, Cortana,” Forbes June 2, 2015. See also Googled: The End of the World as We Know It by Ken Auletta.
Page 15 of 20 *Resource Name or # (Assigned by recorder): Escondido Village II and III
*Recorded by: Elena Angoloti (3/C), Laura Jones (1/A, 2/B, 4/D) *Date: 11/30/2015 Continuation Update
*B10. Period of Significance Continuation from p. 2
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Rockrise with Lawrence Halprin in 1960. This project attracted much more attention and praise at the time and
won the Better Living Award program sponsored by the AIA. House and Home noted the beauty that Rockrise
and his associates achieved with a small budget and complimented the complex for maximizing privacy,
separating pedestrian and motor pathways, providing landscaping and playground space, and for retaining as
many trees as possible (House & Home 176). The Aldea project is a better representation of the Second Bay Tradition style and the buildings still extant in the Aldea San Miguel have been evaluated to be eligible for
listing in the NRHP/CRHR (Carey & Co. Inc. 45).
“The materials Rockrise used for the student housing, their scale, their immediate access to the outdoors –particularly the sliding glass door and wide balconies – and their siting and landscaping, which landscape architect Lawrence Halprin designed, all conform to the principles of Midcentury Bay
Region modernism” (Carey & Co. Inc. 26).
2. Mid-rises
The mid-rise apartment towers are designed in Midcentury Modern style. They do not display any traits of the Second Bay Tradition style. They were built to increase the density of the village in contrast with the otherwise
horizontal layout of the low-rise buildings. They were occupied in 1964 and 1966, by graduate married student
couples. Each unit has a living room, kitchen, bathroom and separate bedroom with an outdoor balcony.
The towers are designed with the usual materials of the Modern style, but are typical of its time and ubiquitous in form and materials. The structural design is unremarkable, the glazing is limited and the hipped red-roof
intended to recall to the Stanford red-tiled roof vocabulary, detracts from a true Modern expression. A better
local example of the style and era, as presented by the Docomomo local chapter, is the Jones & Emmons’
design of 66 Cleary Court designed in 1963. The design of Cleary Court tower is notable for its economy,
abundant glazing and clear structural expression.19
McFarland mid-rise, 2012 Geneva Heights, Jones & Emmons, 66 Cleary Court, San Francisco, 196320
19 (Northern California Chapter, Documentation and conservation of buildings, sites and neighborhhods of the modern movement) http://docomomo-noca.org/buildings/66-clearly-court/, accessed November 12, 2015.
20 https://sfclockworkorange.wordpress.com/2014/08/05/eichler-in-the-city/, accessed November 11, 2015
Page 16 of 20 *Resource Name or # (Assigned by recorder): Escondido Village II and III
*Recorded by: Elena Angoloti (3/C), Laura Jones (1/A, 2/B, 4/D) *Date: 11/30/2015 Continuation Update
*B10. Period of Significance Continuation from p. 2
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In the years following the end of World War II, San Francisco experienced a tremendous population boom and
resultant demand for new housing. As a result a new building form gained popularity, large‐scale planned public and private developments. The typology for the large San Francisco housing residential developments
varied from court-plans, superblocks, to low rise apartment buildings or combinations of those. While low-rise
buildings were common at the beginning, incorporating larger tower designs became more popular due to the
ability to accommodate higher population density (Mary Brown 34-36). Escondido Village increments II and III are a similar private project comprised by two different residential
building typologies.
Amongst these developments the pre-war ones that stand-out more are: Parkmerced and Stonestown.
Parkmerced was one of the first planned communities on San Francisco. The project consisted of low‐rise
garden apartments and groupings of mid‐rise apartment towers set in a park‐like setting with recreational
amenities and administrative resources.21 Stonestown was remarkable for its size and the mixed use within itself; it was described as “A City Within A City” (Mary Brown 36-39). Later, designers of San Francisco
developments kept experimenting within the typologies, styles and elements. Some of the more acclaimed
projects are: Saint Francis Square Housing (1961, by Marquis & Stroller with Lawrence Halprin) a superblock
which became a model of affordable housing and Diamond Heights (Cohen and Leverson’s Red Rock Hill, 1962). Joseph Eichler also develop successful alternatives to his suburban style typology: Laguna Heights a combination of six low-rises (Claude Oakland with Sasaki/Walker, 1963) and a single high-rise by Jones &
Emmons (66 Cleary Court), and Geneva Terrace townhouses and high-rises (Claude Oakland and Royston,
1962) (Mary Brown 33-47).
Parkmerced22 Saint Francis Square23
21 Parkmerced was recently determined eligible for listing in the National Register, due in large part to Thomas Church’s innovative
landscape design (Mary Brown).
22 (Northern California Chapter, Documentation and conservation of buildings, sites and neighborhhods of the modern movement) http://docomomonoca.org/buildings/parkmerced/, accessed November 18, 2015. 23 (Rudy Bruner Award Digital Archive) http://libweb1.lib.buffalo.edu/bruner/year/project.asp?searchby=year&entry=41#, accessed
November 18, 2015. Rudy Bruner Award for Urban Excellence, 1987 Silver Medal Winner.
Page 17 of 20 *Resource Name or # (Assigned by recorder): Escondido Village II and III
*Recorded by: Elena Angoloti (3/C), Laura Jones (1/A, 2/B, 4/D) *Date: 11/30/2015 Continuation Update
*B10. Period of Significance Continuation from p. 2
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Laguna Heights24 Red Rock Hill model, Diamond Heights, Photo: San
Francisco Redevelopment Agency. 25
In summary, most of the elements of the planning of Escondido Village are common to several developments of
the time. Amongst those elements are: segregation of pedestrian and vehicular paths, park-like setting,
community facilities, cul-de-sacs configuration and controlled architecture. More influential and acclaimed
examples were: Parkmerced, Diamond Heights, Saint Francis Square and Laguna Heights. EV-II and EV-III are an average example of a residential development of the Bay Area after War World II. As a residential development EV-II and EV-III were neither original nor influential. They do not represent a significant or
influential residential development in the planning history of California.
The low-rises are designed in the Second Bay Tradition style, and were influenced by EV-I. However, they are not distinguished examples as they do not fully embody the characteristics of the style. Even compared to other
local budget-conscious apartments of the time, EV-II and EV-III are an average example of the Second Bay
Tradition style. They do not exemplify the style nor embody enough of the distinctive characteristics of the
Second Bay Tradition style nor do they display high artistic values compared to better examples of the region.
The five identical mid-rises are undistinguished examples of a common type of apartment tower that does not
exemplify the Midcentury Modern style nor do they display high artistic values compared to better examples of
the region.
Architecture firm: Campbell and Wong Campbell & Wong was a well-known Northern California architecture firm, established in 1946 and active
through the late 1960s. The firm was founded in San Francisco by John Carden Campbell (1914-1996) and
Worley K. Wong (1912-1985), and was primarily known for its residential designs. The firm designed in the
Midcentury Modern architecture style and were contemporaries of architects such as William Wurster, Gardner
Dailey, Joseph Esherick, Anshen & Allen, John Dinwiddie, and A. Quincy Jones. Campbell & Wong projects are best known for experiments with modular buildings, Quonset huts and A-frame structures.
24 (Weinstein) http://www.eichlernetwork.com/article/city-hill, accessed November 8, 2015. 25 (King) http://blog.sfgate.com/johnking/2013/04/16/hills-of-san-francisco-diamond-heights/, accessed November 9, 2015.
Page 18 of 20 *Resource Name or # (Assigned by recorder): Escondido Village II and III
*Recorded by: Elena Angoloti (3/C), Laura Jones (1/A, 2/B, 4/D) *Date: 11/30/2015 Continuation Update
*B10. Period of Significance Continuation from p. 2
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A few notable commissions by Campbell &Wong include Felton Cabin at Fallen Leaf Lake (1947); A-Frame
Leisure House (1950); the HamiltonWolf House in Oakland (1953); the Clinite House in San Mateo (ca.1955);
the Sawyer House in Piedmont (1963); the Wilmarth Residence in Colusa (1964); and Merrill College at the
University of California, Santa Cruz (1969). Campbell & Wong also designed Case Study House #27 (1963, not
built), one of the last in the famous Case Study House program sponsored by Arts and Architecture magazine. Their designs were published in a number of contemporary magazines, including Architectural Record,
Progressive Architecture, Interiors, Sunset, and House and Garden. (Page & Turnbull 19). The design of
Escondido Village Increments II and III was produced in the later years of their partnership, however it is not of
their best known designs.
Both John Carden Campbell and Worley Wong are individually identified as master architects in the San Francisco Modern Architecture and Landscape Design 1935-1970 Historic Context Statement. (Mary Brown 207-209, 251), however increments II and III of Escondido Village are not among their best works.
Landscape Architecture firm: Royston, Hanamoto and Mayes
The landscape was designed by Royston, Hanamoto and Mayes (RHM). Robert N. Royston is the most well-known landscape architect of the firm.26 He designed and collaborated on numerous multi-residential projects which include earlier works with Thomas Church (Valencia Gardens Housing Project, Potrero Hill Housing,
and Parkmerced Apartments), he also worked with Garret Eckbo in the Ladera Housing Co-operative (1946),
the Eichler’s Visitation Valley development with Claude Oakland (1962-1965), and Presidio Housing. Later in
his career he designed the displaced city of North Bonneville. Robert N. Royston is a significant landscape architect and has been individually identified as a master landscape
architect in the San Francisco Modern Architecture and Landscape Design 1935-1970 Historic Context
Statement. (Mary Brown 273-276). Royston has been associated with several firms over his career and is
credited with numerous projects of different scales and forms, however EV-II and EV-III are not one of Royston, Hanamoto and Mayes (RHM) best works.
Summary Criterion C/3
In summary EV- II and EV-III are undistinguished examples of a multi-family housing of the postwar era in the
San Francisco Bay Region. The properties have not been recognized for high artistic values. Escondido Village increments II and III are not Campbell and Wong’s nor Royston, Hanamoto and Mayes’s (RHM) best works. Escondido Village increment II and III do not appear to qualify for listing under Criterion C/3: Design and
Construction.
Criterion D/4: Information Potential. Have yielded, or are likely to yield, information important to prehistory or history.
26 Among his more important works were Krusi Park in Alameda, California, Pixie Place in Marin County, California, Bowden and
Mitchell parks in Palo Alto, California (1956), and, later, Santa Clara's Central Park (1960) (Reuben M. Rainey, 1918-2008 - Biography of Robert Royston).
Page 19 of 20 *Resource Name or # (Assigned by recorder): Escondido Village II and III
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*B10. Period of Significance Continuation from p. 2
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A surface survey and record search were performed for the proposed project area. No structures were present on
the project site before the construction of the existing apartments (this was the general vicinity of a horse track
in the 19th century and an airfield in the early 20th century). No historic archaeological deposits are expected in
this area. The northeast corner of Escondido Village near El Camino Real and Stanford Avenue was on the edge
of the “Chinatown” associated with the 19th century town of Mayfield. Recent construction of housing in this area did not uncover any historic artifacts.
The project site is at a considerable distance from freshwater streams and is thus unlikely to have been occupied
by Native Americans. No stone tool materials, bedrock exposures or other natural features used by Native
Americans are present at this location. No prehistoric archaeological deposits are expected in this area. Escondido Village II and III are very low potential for buried cultural deposits and do not appear to meet
criterion 4/D.
As EV-II and EV-III do not appear to qualify for listing under any Criteria the increments do not need to be
evaluated for the seven aspects of integrity.
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*Recorded by: Elena Angoloti (3/C), Laura Jones (1/A, 2/B, 4/D) *Date: 11/30/2015 Continuation Update
*B10. Period of Significance Continuation from p. 2
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Bibliography
Cain-Seibold, Julie Cain and Julene. "Escondido Village I DPR form." 2012.
Carey & Co. Inc. UCSF Historic Resources Survey. San Francisco, 2011. "Escondido Third Unit." The Stanford Daily 12 February 1965: 1.
House & Home. "Eleven award-winning apartments: Good Living Grows out of Good Land Use." House &
Home July 1961: 174-193.
King, John. "Hills of San Francisco: Diamond Heights." SFGATE 16 April 2013. website.
Mary Brown, Preservation Planner. "San Francisco Modern Architecture and Landscape Design, 1935-1970 - Historic Context Statement." 2010.
"Northern California Chapter, Documentation and conservation of buildings, sites and neighborhhods of the
modern movement." n.d. http://docomomo-noca.org/buildings/66-clearly-court/. 12 November 2015.
"Northern California Chapter, Documentation and conservation of buildings, sites and neighborhhods of the
modern movement." n.d. http://docomomo-noca.org/buildings/parkmerced/. 12 November 2015. Page & Turnbull. Study Historic Resource Evaluation, One Spruce Street. San Francisco, 2012.
"Parklike Living for Married Students." Architectural Forum 115 July 1961: 111.
Reuben M. Rainey, JC Miller. 1918-2008 - Biography of Robert Royston. 15 October 2008.
Public Gardens, Robert Royston and the suburban park. San Francisco: William Stout Publishers, 2006.
"Robert N. Royston collection, 1999-12." Berkeley: Environmental Design Archives. College of Environmental Design. University of California, Acquired in 1999.
"Rudy Bruner Award Digital Archive." n.d.
http://libweb1.lib.buffalo.edu/bruner/year/project.asp?searchby=year&entry=41#, . 18 November
2015.
Treib, Marc and Imbert, Dorothée. Garrett Eckbo: Modern Landscapes for Living. Berkeley: University of California Press, 1997.
Tyler, Dennis. "Summer construction heats up on campus." The Stanford Daily 10 August 2000: 4-5.
Weinstein, Dave. "http://www.eichlernetwork.com/article/city-hill." n.d. Eichler Network. 19 November 2015.
City of Palo Alto (ID # 6614)
City Council Staff Report
Report Type: Special Orders of the Day Meeting Date: 3/21/2016
City of Palo Alto Page 1
Summary Title: Partnership Presentation: Palo Alto Players
Title: Community Partner Presentation: Palo Alto Players at the Lucie Stern
Community Theatre
From: City Manager
Lead Department: Community Services
Diana Lynn Berenstein and Patrick Klein, the Managing and Artistic Directors of Palo Alto
Players, will make a presentation with production images, outlining the Palo Alto Players’
upcoming season and their history in successfully staging great performances at the Lucie Stern
Theatre. A soloist will perform a selection from the theatrical production INTO THE WOODS.
Palo Alto Players became the Peninsula’s first theatre company in 1931 when a group of 100
like-minded citizens gathered together to create a theatre dedicated to its community. Initially,
productions were held at a makeshift performance space in the Palo Alto Community House
adjacent to the train station (now MacArthur Park Restaurant). Soon after, Lucie Stern invited
the Players to be the resident theatre company at the Community Theatre. In 1974, the
Community Players dissolved their ties with the Parks and Recreation Department, becoming
an independent company. Since that time, the City of Palo Alto has continued to support the
Palo Alto Players with performance, rehearsal and shop space.
Since that time, in partnership with the City, Palo Alto Players presents five fully staged
productions at the Lucie Stern Theatre. Palo Alto Players is one of the City’s three theatre
partners, along with Theatre Works and West Bay Opera. These partnerships provide high
quality performing arts programs for the community and the City provides the facilities at no
cost.
City of Palo Alto (ID # 6637)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 3/21/2016
City of Palo Alto Page 1
Council Priority: Environmental Sustainability
Summary Title: Wilsona Solar Renewable Power Purchase Agreement
Title: Finance Committee Recommendation to Adopt a Resolution Approving
a Power Purchase Agreement With Hecate Energy Palo Alto LLC for up to
75,000 Megawatt-hours per Year of Energy Over a Maximum of 40 Years for a
Total Not-to-Exceed Amount of $101 Million
From: City Manager
Lead Department: Utilities
Recommendation
Staff, the Utilities Advisory Commission (UAC), and the Finance Committee recommend that the
City Council adopt a Resolution (Attachment A) to take the following actions:
1. Approve a Power Purchase Agreement (PPA) with Hecate Energy Palo Alto LLC (HEPA), a
Delaware limited liability company, for the acquisition of up to 75,000 Megawatt-hours
(MWh) per year of energy from the Wilsona solar project (Wilsona) over a maximum of
forty years at a total cost not to exceed $101 million;
2. Delegate to the City Manager or his designee, the authority to execute on behalf of the
City the PPA with HEPA, the three contract term extension options available to the City
under the PPA, and any documents necessary to administer the agreements that are
consistent with the Palo Alto Municipal Code and City Council approved policies;
3. Waive the application of the investment-grade credit rating requirement of Section
2.30.340(d) of the Palo Alto Municipal Code, which applies to energy companies that do
business with the City, as HEPA will provide a $5.2 million letter of credit as a
development assurance deposit, and a subsequent $2.6 million letter of credit as a
performance assurance deposit; and
4. Waive the application of the anti-speculation requirement of Section D.1 of the City’s
Energy Risk Management Policy as it may apply to surplus electricity purchases resulting
from the City’s participation in the Wilsona PPA, due to the variability of the City’s
hydroelectric resources.
City of Palo Alto Page 2
Executive Summary
As part of ongoing efforts to meet the City’s Carbon Neutral Plan requirements, as well as to
comply with the recently adopted state Renewable Portfolio Standard (RPS) mandate of
providing at least 50% of sales from qualifying renewable resources by 2030, staff issued a
request for proposals (RFP) for renewable resources in the spring of 2015 and evaluated the
proposals based on price, value, viability and compatibility with the City’s needs. Under this
RFP, staff sought projects that would begin delivering energy to Palo Alto in 2021, which is
when one of the City’s older wind energy contracts will expire. After thorough review, staff
concluded that the Wilsona solar photovoltaic (PV) project proposal had the best total score.
When it begins operating in mid-2021, the 26-megawatt (MW) project1 will provide about 7.5
percent of the City’s annual electricity needs, and will be sited on low productivity, previously
disturbed agricultural land in Los Angeles County. The project was proposed by Hecate Energy
LLC (Hecate), a privately-held developer, owner, and operator of solar, wind, energy storage,
and natural gas projects. Headquartered in Nashville, Hecate was founded in 2012 by the
executive team that built (and subsequently sold) the company OCI Solar Power. Hecate
currently has over 2,400 MW of projects under development.
The Wilsona PPA (Attachment B) is structured as a 25-year initial term, followed by three
separate five-year extension term options that can be exercised at the City’s sole discretion.
The project’s contract price of 3.676 cents per kWh ($36.76/MWh) is substantially lower than
the prices of any of the City’s previously executed renewable energy contracts. But as with all of
those prior contracts, Palo Alto will make no upfront payments under the Wilsona PPA; energy
will be paid for only after it is delivered.
Further mitigating the risks posed by this contract, HEPA will be required to post a $5.2 million
development assurance deposit, which the City will be able to keep in the event that the
project is not completed in a timely manner. This deposit amount is almost three times greater
than the amount provided under any of the City’s prior renewable energy contracts. In
addition, the Wilsona project will be a “fully deliverable” project, meaning that it will provide
Resource Adequacy (RA) value to the City, in addition to the value of its renewable energy.
The Wilsona PPA has been reviewed and approved by staff and by the City Attorney’s Office,
has been executed by the seller, and awaits Council consideration and approval before the City
executes it. Both the UAC and the Finance Committee unanimously recommended that Council
approve the proposed PPA.
Committee Review and Recommendation
On January 13, 2016, staff presented a recommendation to the UAC to recommend Council
approval of the PPA with HEPA. The UAC unanimously (7-0) recommended that Council approve
1 Under the terms of the PPA, the Wilsona project will be sized between 25 and 27 MW, with an expected size of
26 MW. All references to the Wilsona project’s 26 MW size in this report should be understood to capture that
range.
City of Palo Alto Page 3
the PPA as presented by staff. The excerpted minutes from the UAC’s discussion of the
proposed PPA at its January 13, 2016 meeting are provided as Attachment D.
At its February 16, 2016, meeting, the Finance Committee discussed the proposed PPA. The
Finance Committee staff report (Staff Report 6517), which contains a detailed evaluation of the
PPA and its impact on the City’s electric supply portfolio, is provided as Attachment C. Staff
described the process of issuing the RFP and winnowing down the 41 proposals received to the
one finalist, and presented an analysis of how the proposed project will fit in the overall electric
supply portfolio and help meet the City’s ambitious RPS and Carbon Neutral Plan goals. Staff
described the key features of the project and PPA, and discussed the risks involved in executing
such an agreement and the measures staff negotiated into the PPA to mitigate these risks. (For
a detailed discussion of Recommendation #3—the waiver of the investment-grade credit rating
requirement—see pages 10-11 of the Finance Committee staff report. And for a discussion of
Recommendation #4—the waiver of the anti-speculation requirement—see pages 12-13 of the
Finance Committee staff report.) Finally, staff discussed the reasons that it believes this is an
appropriate time to commit the City to another long-term PPA for a solar PV resource, while
also outlining the alternative to approving the proposed PPA.
Finance Committee members commented on the low price for the PPA (noting that it seems
almost too good to be true), and asked about staff’s estimates of the future costs of solar
power and transmission. Committee members also asked about the reasons for the
recommendations to waive the investment-grade credit rating requirement and the anti-
speculation requirement.
After discussion, the Finance Committee voted unanimously (4-0) to recommend that the
Council adopt a resolution approving the PPA with HEPA; delegating to the City Manager or his
designee the authority to execute the PPA, the three contract term extensions, and any
documents necessary to administer the agreement; waiving the application of the investment-
grade credit rating requirement; and waiving the application of the anti-speculation
requirement as it may apply to this purchase. The excerpted action minutes from the Finance
Committee’s discussion of the Hayworth PPA at its February 16, 2016 meeting are provided as
Attachment E.
Resource Impact
The cost of renewable energy supplies from Wilsona is expected to be up to $101 million over
the 40-year term of the agreement (if all three extension options are exercised). The annual
expected cost is up to $2.8 million. Approval of the PPA would result in a retail rate impact from
all renewable resources, including the Wilsona project, of up to 0.12¢/kWh in 2022—well below
the rate impact limit of 0.50¢/kWh for renewable energy procurement. The expected future
cost for procuring renewable resources to meet the City’s RPS goal is already included in the
current five-year financial forecast.
City of Palo Alto Page 4
Policy Implications
Approval of the proposed PPA is in conformance with the City’s Long-term Energy Acquisition
Plan (LEAP), specifically the City’s Renewable Portfolio Standard to meet at least 33% of the
electric sales from renewable energy. Approval of the proposed PPA would also further the
City’s efforts to achieve a carbon neutral electric supply portfolio entirely through the
acquisition of additional “hard resources” that supply the City with both energy and
environmental attributes. Finally, approval of the proposed PPA would help the City satisfy its
obligations under SB 350 to meet at least 50% of its electric sales from renewable energy by
2030.
Environmental Review
Approval of this agreement does not meet the definition of a project under the California
Environmental Quality Act (CEQA), pursuant to Public Resources Code Section 21065. However,
the City intends to receive output from a project that will constitute a project for the purposes
of CEQA. The project developer will be responsible for acquiring necessary environmental
reviews and permits on the project to be developed.
During the development phase of the project, the PPA requires that the City receive and review
the project CEQA documents and the project’s environmental impacts. If the City determines
that the project will have a significant negative environmental impact, it can require HEPA to
develop and implement a remediation plan to mitigate these impacts. And if the environmental
impacts cannot be mitigated, the City is able to terminate the PPA.
Attachments:
Attachment A: Resolution to Approve the PPA with Hecate Energy Palo Alto LLC (PDF)
Attachment B: Power Purchase Agreement with Hecate Energy Palo Alto LLC (PDF)
Attachment C: Finance Committee Staff Report 6517, Wilsona Solar PPA (without
attachments) (PDF)
Attachment D: Excerpted Final Minutes of the January 13, 2016 UAC Special Meeting
(PDF)
Attachment E: Final Action Minutes of the February 16, 2016 Finance Committee
Meeting (PDF)
* NOT YET APPROVED *
Resolution No. _________
Resolution of the Council of the City of Palo Alto Approving a Long
Term Power Purchase Agreement with Hecate Energy Palo Alto LLC
for the Purchase of Solar Electricity
A. On April 16, 2012, Council approved an update to the Long-term Electric
Acquisition Plan’s (LEAP) strategy related to the Renewable Portfolio Standard (RPS). The
updated strategy specifies that the City’s objective is to reduce the carbon intensity of the
electric portfolio by pursuing a minimum level of renewable purchases of at least 33 percent of
retail electricity sales by 2015 within a rate impact cap of 0.5 cents per kilowatt-hour.
B. On March 4, 2013, Council approved a Carbon Neutral Plan, which enabled the
City to achieve a carbon neutral electric supply portfolio starting in calendar year 2013.
C. On October 7, 2015, the Governor approved Senate Bill (“SB”) 350, which
requires that all retail sellers of electricity in California, including publicly-owned utilities, serve
50 percent of their retail electricity sales with renewable energy by 2030.
D. The City is interested in purchasing power generated by renewable resources for
the benefit of its electric customers.
E. By purchasing renewable energy resources, the City will help reduce the
production of greenhouse gases, will meet its RPS requirements under SB 350 and LEAP, and
will meet its Carbon Neutral Plan goals.
F. Hecate Energy Palo Alto LLC (“HEPA”) through its parent company, Hecate
Energy LLC, proposed its project, the Wilsona solar photovoltaic plant, in response to the City’s
Request for Proposals 156876 (“RFP”) in May 2015. Its proposal is highly competitive with
other RFP respondent proposals.
G. The execution of a power purchase agreement (“PPA”) with HEPA is anticipated
to enable the City to meet a seven and a half percent portion of its goal of sourcing at least 33
percent of its electric needs from renewable resources and its goal to implement the Carbon
Neutral Plan.
H. Under the terms of this PPA, the City is allocated a 100 percent share of the
power from HEPA’s solar project located in Los Angeles County, California, which will yield
approximately 26 megawatts of plant net output when completed.
I. The PPA is for a twenty-five year base contract term and will allow the City to
extend the PPA at its sole option for up to three additional five-year terms.
ATTACHMENT A
* NOT YET APPROVED *
J. The City’s participation in the Hecate Energy Palo Alto PPA may result in surplus
electric purchases that are inconsistent with the anti-speculation requirement of section D.1 of
the City’s existing Energy Risk Management Policy, due to variability of the City’s hydroelectric
resources, and potential uncertainties associated with the timeliness and viability of the
renewable energy projects in the City’s portfolio still under development.
The Council of the City of Palo Alto does RESOLVE as follows:
SECTION 1. The Council approves the power purchase agreement (PPA) between
Hecate Energy Palo Alto LLC, as seller, and the City of Palo Alto, as buyer. The delivery term of
the PPA is up to forty (40) years, commencing upon the commercial operation date of the
planned electric generation facility, which date is expected to be no later than June 1, 2021. The
City will receive a 100 percent share of the facility’s net output. Spending authority under the
PPA shall not exceed one hundred one million dollars ($101,000,000).
SECTION 2. The Council delegates to the City Manager, or his designee, the authority
to execute the PPA with Hecate Energy Palo Alto LLC on behalf of the City, and the authority to
execute any documents necessary to administer the PPA that are consistent with the Palo Alto
Municipal Code and City Council approved policies.
SECTION 3. As permitted by section 2.30.290 of the Palo Alto Municipal Code, the
Council delegates to the City Manager, or his designee, the authority to exercise the three
extension term options, to extend the twenty-five year base contract to a full forty year
contract term for the City.
SECTION 4. With respect to the Council’s award of the PPA referred to in Section 1
above, the Council waives the creditworthiness requirements of Palo Alto Municipal Code
section 2.30.340(c), as that requirement may apply to Hecate Energy Palo Alto LLC.
SECTION 5. With respect to the Council’s award of the PPA referred to in Section 1
above, the Council waives the anti-speculation requirement of Section D.1 of the City’s existing
Energy Risk Management Policy, as that requirement may apply to surplus electricity purchases
caused by the City’s participation in the PPA with Hecate Energy Palo Alto LLC.
SECTION 6. The Council’s approval of this PPA does not meet the definition of a
project under the California Environmental Quality Act (CEQA), pursuant to Public Resources
Code Section 21065. However, the City intends to receive output from a project that will
constitute a project for the purposes of CEQA. The project developer will be responsible for
acquiring necessary environmental reviews and permits on the project to be developed. During
the development phase of the project, the City will become a “responsible agency” under the
CEQA proceedings. As such, the PPA allows for the City to review the project CEQA documents
and issue a notice of determination with respect to its review of the projects. Staff anticipates
working with the City Attorney’s Office and the Planning Department to undertake this
assessment and make a determination.
* NOT YET APPROVED *
INTRODUCED AND PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST:
___________________________ ___________________________
City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
___________________________ ___________________________
Senior Deputy City Attorney City Manager
___________________________
Director of Utilities
___________________________
Director of Administrative
Services
Execution Version
POWER PURCHASE AGREEMENT
Between
The City of Palo Alto
(as “Buyer”)
and
Hecate Energy Palo Alto LLC
(as “Seller”)
Dated as of _______________, 2016
ATTACHMENT B
TABLE OF CONTENTS – Page i
TABLE OF CONTENTS
PREAMBLE ......................................................................................................................1
RECITALS ......................................................................................................................1
GENERAL TERMS AND CONDITIONS .................................................................................1
ARTICLE I: DEFINITIONS; RULES OF INTERPRETATION ...............................................1
1.1 Definitions. .........................................................................................................1
1.2 Rules of Interpretation. ...................................................................................... 17
ARTICLE II TERM, PURCHASE AND SALE ....................................................................... 18
2.1 Conditions Precedent to Commencement of Term of Agreement ....................... 18
2.2 Agreement Term, Delivery Term, Acceleration and Extension .......................... 18
2.3 Purchase and Sale of the Output ........................................................................ 20
2.4 Price.................................................................................................................. 21
2.5 Test Energy ....................................................................................................... 22
2.6 Environmental Attributes .................................................................................. 22
2.7 Resource Adequacy........................................................................................... 23
2.8 Tax Credits and Incentives. ............................................................................... 23
2.9 CEQA. .............................................................................................................. 24
2.10 Right of First Refusal for Expansion Plant and Expansion Plant Output. ........... 25
2.11 Refurbishment of Plant...................................................................................... 26
ARTICLE III METERING AND BILLING ............................................................................. 27
3.1 Metering Requirements. .................................................................................... 27
3.2 Billing. .............................................................................................................. 28
3.3 Payment ............................................................................................................ 29
3.4 Billing Agent. ................................................................................................... 29
ARTICLE IV SELLER'S OBLIGATIONS............................................................................... 29
4.1 Development, Finance, Construction and Operation of the Plant. ...................... 29
4.2 General Obligations. ......................................................................................... 32
4.3 Construction Milestones. ................................................................................... 34
4.4 Milestone Excused Delay and Liquidated Damages........................................... 36
4.5 Obligation to Schedule and Deliver. .................................................................. 37
4.6 Output Obligations, Performance LDs and Buyer’s Right to Operate. ............... 40
ARTICLE V BUYER’S OBLIGATIONS ................................................................................ 42
5.1 Delivery and Transmission. ............................................................................... 42
5.2 Taxes. ............................................................................................................... 42
5.3 Notification of Transmission Outages. .............................................................. 42
ARTICLE VI FORCE MAJEURE ........................................................................................... 43
6.1 Remedial Action. .............................................................................................. 43
6.2 Notice. .............................................................................................................. 43
6.3 Termination Due To Force Majeure Event. ....................................................... 43
TABLE OF CONTENTS – Page ii
ARTICLE VII DEFAULT, REMEDIES AND TERMINATION ............................................ 44
7.1 Events of Default by Buyer. .............................................................................. 44
7.2 Events of Default by Seller................................................................................ 44
7.3 Termination for Default. ................................................................................... 45
7.4 Limitation of: Remedies, Liability and Damages. .............................................. 47
ARTICLE VIII REPRESENTATIONS AND WARRANTIES................................................. 48
8.1 Seller’s Representations and Warranties. ........................................................... 48
8.2 Buyer Representations and Warranties. ............................................................. 50
8.3 Covenants ......................................................................................................... 50
ARTICLE IX DEVELOPMENT, INTERIM AND PERFORMANCE ASSURANCE ............. 51
9.1 Grant of Security Interest/Remedies. ................................................................. 51
9.2 Development Assurance, Interim Assurance and Performance Assurance. ........ 52
9.3 Letter of Credit.................................................................................................. 54
ARTICLE X MISCELLANEOUS ........................................................................................... 56
10.1 Indemnification. ................................................................................................ 56
10.2 Assignment. ...................................................................................................... 57
10.3 Notices. ............................................................................................................. 58
10.4 Electronic Transmission .................................................................................... 59
10.5 Captions. ........................................................................................................... 59
10.6 No Third Party Beneficiary. .............................................................................. 59
10.7 No Dedication ................................................................................................... 59
10.8 Entire Agreement; Integration; Amendments..................................................... 59
10.9 Applicable Law. ................................................................................................ 60
10.10 Venue. .............................................................................................................. 60
10.11 Rule of Construction. ........................................................................................ 60
10.12 Attorneys’ Fees and Costs. ................................................................................ 60
10.13 Nature of Relationship. ..................................................................................... 61
10.14 Good Faith and Fair Dealing; Reasonableness. .................................................. 61
10.15 Severability. ...................................................................................................... 61
10.16 Confidentiality. ................................................................................................. 61
10.17 Cooperation. ..................................................................................................... 63
10.18 Audit. ................................................................................................................ 63
10.19 Mobile Sierra Doctrine. ..................................................................................... 63
10.20 Counterparts...................................................................................................... 63
10.21 Debt Liability Disclaimer. ................................................................................. 63
10.22 No Implied Waiver of Breach............................................................................ 64
SIGNATURE PAGE ................................................................................................................ 65
TABLE OF CONTENTS – Page iii
EXHIBITS
The following Exhibits constitute a part of this Agreement and are incorporated into this
Agreement by reference:
EXHIBIT A PLANT DESCRIPTION AND SITE DRAWINGS
EXHIBIT B ENVIRONMENTAL ATTRIBUTE TRANSFER FROM SELLER TO
BUYER
EXHIBIT C INSURANCE COVERAGES
EXHIBIT D SCHEDULING PROTOCOLS
EXHIBIT E-1 FORM OF MONTHLY PROGRESS REPORT
EXHIBIT E-2 COD CERTIFICATION
EXHIBIT F-1 FORM OF LETTER OF CREDIT
EXHIBIT F-2 FORM OF LENDER CONSENT AGREEMENT
EXHIIBT G EXPECTED ANNUAL ENERGY PRODUCTION
EXHIBIT H SELLER DOCUMENTATION CONDITIONS PRECEDENT
POWER PURCHASE AGREEMENT - Page 1 of 65
POWER PURCHASE AGREEMENT
PREAMBLE
This Power Purchase Agreement, together with the exhibits referenced herein, is made and entered
into as of the Execution Date, by and between the City of Palo Alto, a California chartered
municipal corporation (“Buyer”), and Hecate Energy Palo Alto LLC, a Delaware limited liability
company (“Seller”).
RECITALS
1. Seller intends to develop, finance, build, own and operate a solar photovoltaic electric
generating facility which shall obtain a Full Capacity Deliverability Status Finding from
the CAISO as described herein and be located at the Site.
2. Buyer is a municipal utility governed by the City of Palo Alto, by and through its Council,
which has all powers necessary and appropriate to a municipal corporation, including but
not limited to the authority granted by the City Charter, Article XI, Section 9(a) of the
California Constitution, California Government Code Section 39732 and California Public
Utilities Code Section 10002, to establish, purchase, and operate public works to furnish its
inhabitants with electrical power. Under this authority, Buyer is engaged in the business of
delivering electricity to its residential and commercial customers in Palo Alto, California,
and buying electricity with the intention of routinely taking physical delivery.
3. Buyer wishes to purchase the Output of the Plant to meet Buyer’s needs at a known price
and timing and intends to resell related Energy to its residential and commercial customers.
4. Buyer is willing to purchase, and Seller is willing to sell, the Output of the Plant, on the
terms and conditions and at the prices set forth in this Agreement.
NOW THEREFORE, in consideration of the recitals above and the following covenants, terms
and conditions, the Parties agree:
GENERAL TERMS AND CONDITIONS
ARTICLE I: DEFINITIONS; RULES OF INTERPRETATION
1.1 Definitions.
The following initially capitalized terms, whenever used in this Agreement, have the meanings set
forth below unless the context of their use otherwise indicates or they are otherwise defined in
other sections of this Agreement.
AC: Alternating current.
POWER PURCHASE AGREEMENT - Page 2 of 65
Accelerated Contract Delivery Start Date Notice: Has the meaning set forth in Section 2.2(c).
Agreement: Means this Power Purchase Agreement between Buyer and Seller, which is
comprised of the Preamble, Recitals, these General Terms and Conditions, and all appendices,
schedules, exhibits and any written supplements attached hereto and incorporated herein by
reference, as well as all written and signed amendments and modifications thereto.
Ancillary Services: Has the meaning set forth in the CAISO Tariff.
Attorneys’ Fees: Means reasonable attorneys’ fees and costs, including at trial and on appeal,
including an amount equal to the fair market value of legal services provided by attorneys
employed by it as well as any attorneys’ fees paid to third parties.
Availability Standards: Means the program set forth in Section 40.9 of the CAISO Tariff, as it
may be amended, supplemented or replaced (in whole or in part) from time to time, setting forth
certain standards regarding the desired level of availability for Resource Adequacy resources and
possible charges and incentive payments for performance thereunder.
Bankrupt: Means with respect to any entity, such entity (a) 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 and such case filed against it is not dismissed in sixty (60) calendar days, (b)
makes an assignment or any general arrangement for the benefit of creditors, (c) otherwise
becomes bankrupt or insolvent (however evidenced), (d) 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 (e) is generally unable to pay its debts as they fall due.
Battery Storage Facility: Has the meaning set forth in Section 2.12.
Battery Storage Facility Request: Has the meaning set forth in Section 2.12.
Business Day: Means any day except a Saturday, Sunday, or a Federal Reserve Bank holiday and
shall be between the hours of 8:00 a.m. and 5:00 p.m. local time for the relevant Party’s principal
place of business where the relevant Party, in each instance unless otherwise specified, shall be the
Party from whom the notice, payment or delivery is being sent and by whom the notice or payment
or delivery is to be received.
Buyer: Has the meaning in the Preamble, and any successor or permitted assignee.
CAISO: The California Independent System Operator Corporation, or its functional successor.
CAISO Tariff: The California Independent System Operator Corporation, Fifth Replacement
FERC Electric Tariff, as it may be amended, supplemented or replaced (in whole or in part) from
time to time.
Calculation Period: Means successive periods consisting of two (2) consecutive Contract Years
with the first Calculation Period commencing on the Contract Delivery Start Date, and with each
POWER PURCHASE AGREEMENT - Page 3 of 65
subsequent Calculation Period commencing on the twelve (12) month anniversary of the
commencement of the prior Calculation Period.
Calculation Period Deemed Delivered Energy Production: For each Calculation Period, an
amount expressed in MWh equal to the sum of (i) the total Output delivered by Seller to the Point
of Interconnection in such Calculation Period, plus (ii) the Seller Excused Energy Amount for such
Calculation Period.
Calculation Period Expected Energy Production: Means an amount expressed as MWh equal
to the sum of the Expected Annual Energy Production for the relevant two Contract Years during
each Calculation Period.
Capacity Attributes: Means any current or future defined characteristic (including the ability to
generate at a given capacity level, provide Ancillary Services, and ramp up or ramp down at a
given rate), certificate, tag, credit, flexibility, or dispatchability attribute, whether general in nature
or specific as to the location or any other attribute of the Plant, intended to value any aspect of the
capacity of the Plant to produce any and all Output, including any accounting construct so that the
maximum amount of Initial Capacity of the Plant may be counted toward Resource Adequacy
Requirements or any other measure by the CPUC, the CAISO, the FERC, or any other entity
invested with the authority under federal or state Law, to require Buyer to procure, or to procure at
Buyer’s expense, Resource Adequacy or other such Output.
CARB: Means the California Air Resources Board or any successor agency.
CEC: Means the California Energy Resources Conservation and Development Commission or
any successor agency.
CEC Certification and Verification: Means that the CEC has certified (or, with respect to
periods before the Plant has commenced commercial operation (as such term is defined by and
according to the CEC), that the CEC has pre-certified) that the Plant is an ERR for purposes of the
California Renewables Portfolio Standard and that all Output produced by the Plant qualifies as
generation from an ERR for purposes of the Plant.
CEQA: The California Environmental Quality Act, as it may be amended from time to time.
Change in Law: The enactment or issuance of any new Law, the amendment, alteration,
modification or repeal of any existing Law or any authoritative interpretation of any existing Law
issued by a competent court, tribunal or Governmental Authority contrary to the existing official
interpretation thereof, in each case coming into effect after the Execution Date and which must be
complied with in order for the Plant to be constructed and operated lawfully.
COD Certification: Seller’s certification of Commercial Operation in the form set forth as
Exhibit E-2, duly executed by Seller and its Licensed Professional Engineer.
Commercial Operation: The condition of the Plant whereby it is operating and able to produce
and deliver the Output to Buyer pursuant to the terms of this Agreement.
POWER PURCHASE AGREEMENT - Page 4 of 65
Commercial Operation Date: The date upon which Seller delivers the COD Certification to
Buyer in accordance with Section 4.3(d) and thereby notifies Buyer that Commercial Operation
has commenced.
Commercial Operation Milestone: Has the meaning set forth in Section 4.3(b)(vi).
Condition Precedent: Means each of, or one of, the conditions set forth in Section 2.1(a)(i)
through (iii), and “Conditions Precedent” shall refer to all of the conditions set forth in Section
2.1(a)(i) through (iii).
Conditional Use Permit a permit approving the conditional use for the development,
construction and operation of the Plant required and by any Governmental Authority..
Conditional Use Permitting Milestone: Has the meaning set forth in Section 4.3(b)(ii).
Confidential Information: Has the meaning set forth in Section 10.16(a).
Construction Milestone: Has the meaning set forth in Section 4.3(b)(v).
Construction Start Date: The date on which Seller delivers to Buyer a copy of the Notice to
Proceed that Seller has delivered to the EPC Contractor for the Plant.
Contract Delivery Start Date: Has the meaning set forth in Section 2.2(b)(i), or, if accelerated,
the meaning set forth in Section 2.2(c).
Contract Year: A period of twelve (12) consecutive months, with the first Contract Year
commencing at 12:00 a.m. on the Contract Delivery Start Date, and each subsequent Contract Year
commencing on the twelve (12) month anniversary of the Contract Delivery Start Date.
Contractual Obligations: As to Seller, any material agreement, instrument or undertaking to
which Seller is a party or by which it or any of its Plant property is bound.
Costs: With respect to a Non-Defaulting Party, (a) brokerage fees, commissions and other similar
third party transaction costs and expenses reasonably incurred by such Party either in terminating
any arrangement entered into pursuant to this Agreement or entering into new arrangements which
replace this Agreement and (b) all Attorneys’ Fees incurred by the Non-Defaulting Party in
connection with the termination of this Agreement.
CPRA: Has the meaning set forth in Section 10.16(a).
CPUC: Means the California Public Utilities Commission or any successor entity.
Credit Rating: Means, with respect to any entity, (a) the rating then assigned to such entity’s
unsecured senior long-term debt obligations (not supported by third party credit enhancements) or
(b) if such entity does not have a rating for its unsecured senior long-term debt obligations, then the
rating assigned to such entity as an issuer rating by S&P and/or Moody’s. If the entity is rated by
both S&P and Moody’s and such ratings are not equivalent, the lower of the two ratings shall
POWER PURCHASE AGREEMENT - Page 5 of 65
determine the Credit Rating. If the entity is rated by either S&P or Moody’s, but not both, then the
available rating shall determine the Credit Rating.
Cure: Has the meaning set forth in Section 9.3(b).
DA Price: The resource specific locational marginal price (“LMP”) applied to the PNode
applicable to the Plant in the CAISO Day-Ahead Market.
Daily LD Amount: For each day or portion of a day for which delay liquidated damages are
payable under Section 4.4(b), an amount equal to the total amount of Development Assurance
required hereunder divided by 365.
Damage Payment: Means (a) the dollar amount to be posted as Development Assurance pursuant
to Section 9.2(a)(i) hereof, less (b) amounts collected by Buyer as the Daily LD Amount pursuant
to Section 4.4(b), if any.
Day-Ahead Market: Has the meaning set forth in the CAISO Tariff.
Defaulting Party: Means the Party that is subject to an Event of Default.
Delivery Term: Has the meaning set forth in Section 2.2(b)(i), or if extended, the meaning set
forth in Section 2.2(d).
Development Assurance: Means the collateral provided by Seller to Buyer to secure Seller’s
obligations hereunder in accordance with Section 9.2(a)(i) of this Agreement.
Development Progress Report: Means the report similar in form and content attached hereto as
Exhibit E-1.
Discretionary Curtailment: Has the meaning set forth in Section 4.5(c)(ii)(A).
Dispatch Down Period: The period of curtailment of delivery of Output from the Plant that is not
Discretionary Curtailment and results from:
(a) A curtailment ordered by the CAISO (whether directly or through a Scheduling
Coordinator or the Participating Transmission Owner), for any reason, including,
but not limited to, any System Emergency, any warning of an anticipated System
Emergency, or any warning of an imminent condition or situation which could
jeopardize the CAISO’s or Participating Transmission Owner’s electric system
integrity or the integrity of other systems to which the CAISO or the Participating
Transmission Owner is connected;
(b) A curtailment ordered by the Participating Transmission Owner or distribution
operator (if interconnected to distribution or sub-transmission system) for any
reason, including but not limited to, (i) any situation that affects normal function of
the electric system including, but not limited to any abnormal condition that
requires action to prevent circumstances such as equipment damage, loss of load, or
abnormal voltage conditions, (ii) any warning, forecast or anticipation of
POWER PURCHASE AGREEMENT - Page 6 of 65
conditions or situations that jeopardize the Participating Transmission Owner’s
electric system integrity or the integrity of other systems to which the Participating
Transmission Owner is connected; or (iii) as a result of scheduled or unscheduled
maintenance or construction on the Participating Transmission Owner’s
transmission facilities or distribution operator’s facilities that prevents the delivery
or receipt of Output to or at the Point of Interconnection; or
(c) A curtailment in accordance with Seller’s obligations under its Interconnection
Agreement with the Participating Transmission Owner or distribution operator;
provided, that any of the foregoing events (a) through (c) shall not have been solely
caused by the acts or omissions of Buyer.
Distribution Upgrades: Has the meaning set forth in the CAISO Tariff.
EA Agency: Any local, state or federal entity, or any other Person, that has responsibility for or
jurisdiction over a program involving transferability of Environmental Attributes, including,
without limitation, the Clean Air Markets Division of the United States Environmental Protection
Agency (together with any successor agency, the “EPA”), the CEC, the CPUC, CARB, and any
successor commission or agency thereto.
Early Termination Date: Has the meaning set forth in Section 7.3(a)(i).
Electric System Upgrades: Means any Network Upgrades, Distribution Upgrades, or
Interconnection Facilities that are determined to be necessary by the CAISO or Participating
Transmission Owner, as applicable, to physically and electrically interconnect the Plant to the
Participating Transmission Owner’s electric system for receipt of Energy at the Point of
Interconnection.
Eligible Intermittent Resource: Has the meaning set forth in the CAISO Tariff.
Eligible Intermittent Resource Protocols or EIRP: Has the meaning set forth in the CAISO
Tariff, including but not limited to Appendix Q attached thereto.
Eligible LC Bank: Means either a U.S. commercial bank, or a foreign bank issuing a Letter of
Credit through its U.S. branch; and in each case the issuing U.S. commercial bank or foreign bank
must be acceptable to Buyer in its sole discretion and such bank must have a Credit Rating of at
least: (a) “A-, with a stable designation” from S&P and “A3, with a stable designation” from
Moody’s, if such bank is rated by both S&P and Moody’s; or (b) “A-, with a stable designation”
from S&P or “A3, with a stable designation” from Moody’s, if such bank is rated by either S&P or
Moody’s, but not both, even if such bank was rated by both S&P and Moody’s as of the date of
issuance of the Letter of Credit but ceases to be rated by either, but not both of those ratings
agencies.
Eligible Renewable Energy Resource: Has the meaning set forth in California Public Utilities
Code Section 399.12 and California Public Resources Code Section 25741, as either code
provision is amended or supplemented from time to time.
POWER PURCHASE AGREEMENT - Page 7 of 65
Energy: Means three-phase, 60-cycle alternating current electric energy measured in MWh and
net of auxiliary loads and station electrical uses (unless otherwise specified). For purposes of the
definition of “Environmental Attributes”, the word “energy” shall have the meaning set forth in
this definition.
Environmental Attributes: Any and all credits, benefits, emissions reductions, offsets, and
allowances, howsoever entitled, attributable to the generation from the Plant or Expansion Plant(s)
(to the extent of sales to Buyer of Expansion Plant Output pursuant to Section 2.10), and its
displacement of conventional energy generation. Environmental Attributes include, without
limitation, Renewable Energy Credits, and all of the following: (a) any avoided emissions of
pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon
monoxide (CO) and other pollutants; (b) any avoided emissions of carbon dioxide (CO2), methane
(CH4) and other greenhouse gases (GHGs) that have been determined by the United Nations
Intergovernmental Panel on Climate Change to contribute to the actual or potential threat of
altering the Earth’s climate by trapping heat in the atmosphere; and (c) the reporting rights to these
avoided emissions such as Environmental Attributes Reporting Rights.
Environmental Attributes Reporting Rights: The rights of a purchaser of Environmental
Attributes to report the ownership of accumulated Environmental Attributes in compliance with
federal or state law, if applicable, and to a federal or state agency or any other party at the
discretion of the Environmental Attributes’ purchaser, and include without limitation those
Environmental Attribute Reporting Rights accruing under Section 1605(b) of the Energy Policy
Act of 1992 and any present or future federal, state, or local law, regulation or bill, and
international or foreign emissions trading program. Environmental Attributes are accumulated on
a kWh basis and one Environmental Attribute represents the amount of Environmental Attributes
associated with one (1) MWh of Energy. Environmental Attributes do not include (i) any Energy,
capacity, reliability or other power attributes from the Plant or Expansion Plant(s), if any, or (ii)
tax credits associated with the construction or operation of the Plant, Expansion Plant(s), if any, or
any other associated contract or right, and other financial incentives in the form of credits, rebates,
reductions, or allowances associated with the Plant, Expansion Plant(s), if any, or any other
associated contract or right, that are applicable to a state or federal income taxation obligation.
Environmental Laws: Any and all federal, state and local laws, including statutes, regulations,
rulings, orders, administrative interpretations and other governmental restrictions and
requirements relating to the discharge of air pollutants, water pollutants or process waste water or
otherwise relating to the environment or hazardous substances, as amended from time to time.
EPA: Has the meaning set forth in the definition of EA Agency.
EPC Contract: The Seller’s engineering, procurement and construction contract with the EPC
Contractor.
EPC Contractor: An engineering, procurement, and construction contractor, or if not utilizing an
engineering, procurement, and construction contractor, the entity having lead responsibility for the
management of overall construction activities, selected by Seller, with substantial experience in
the engineering, procurement, and construction of utility-scale solar photovoltaic power plants.
POWER PURCHASE AGREEMENT - Page 8 of 65
ERR: Has the meaning set forth in the definition of Eligible Renewable Energy Resource.
Event of Default: Has the meanings set forth in Section 7.1 as to Buyer, and Section 7.2 as to
Seller.
Execution Date: Means the date on which all of the Conditions Precedent set forth in Section
2.1(a) have been satisfied or waived in writing by both Parties.
Expansion Plant: Any expansion of the Plant from its Initial Capacity, or any other electricity
generating facility owned or controlled by Seller or its affiliates, located at the Site. Each such
expansion of the Plant or additional facility shall be deemed to be an “Expansion Plant.”
Expansion Plant Output: All capacity, Output, associated Environmental Attributes, Ancillary
Services, contributions towards Resource Adequacy or reserve requirements (if any) and any other
reliability or power attributes produced by Seller at any Expansion Plant.
Expected Annual Energy Production: Means an amount expressed as MWh equal to the
expected Energy associated with the Output to be produced by the Plant based on its Expected
Initial Capacity for each Contract Year during the Delivery Term, including degradation, as set
forth on Exhibit G.
Expected Initial Capacity: Has the meaning set forth in Section 2.3(c)(i).
Extended Delivery Term: Has the meaning set forth in Section 2.2(d).
Extended Delivery Term Option Exercise Notice: Has the meaning set forth in Section 2.2(d).
FCDS Finding Milestone: Has the meaning set forth in Section 4.3(b)(vii).
FERC: The Federal Energy Regulatory Commission and any successor organization.
Financing Milestone: Has the meaning set forth in Section 4.3(b)(iv).
Force Majeure Event: Any act, event or circumstance that wholly or partly delays or prevents a
Party from timely performing obligations under this Agreement or from complying with
conditions required under this Agreement, only to the extent that such act, event or circumstance is
(x) reasonably unforeseeable, (y) directly or indirectly beyond the reasonable control of and
without the fault or negligence of, or caused by, the Party relying thereon as justification for such
delay, nonperformance, or noncompliance, and (z) the Party seeking to have its performance
obligation(s) excused thereby has taken all reasonable precautions and measures in order to
prevent or avoid such event or mitigate the effect of such event on such Party’s ability to perform
its obligations under this Agreement and which by the exercise of due diligence such Party could
not reasonably have been expected to avoid and has been unable to overcome.
(a) Subject to the foregoing, events that could qualify as Force Majeure Events include
the following:
POWER PURCHASE AGREEMENT - Page 9 of 65
(i) acts of God or the elements, extreme or severe weather conditions,
explosion, fire, epidemic, landslide, mudslide, sabotage, lightning,
earthquake, flood or similar cataclysmic event;
(ii) war (declared or undeclared), blockade, civil insurrection, riot, civil
disturbance, acts of the public enemy (including acts of terrorism),
sabotage, revolution, expropriation or confiscation;
(iii) except in the case of (b)(vii) below, strike, work stoppage or other labor
dispute or difficulty caused or suffered by a Party (in which case the
affected Party shall have no obligation to settle the strike or labor dispute on
terms it deems unreasonable);
(iv) any restraint or restriction imposed by Law or other acts or omissions of
Governmental Authorities, whether federal, state or local, which by the
exercise of due diligence and in compliance with applicable Law a Party
could not reasonably have been expected to avoid and to the extent which,
by exercise of due diligence and in compliance with applicable Law, such
Party has been unable to overcome (so long as the affected Party has not
applied for or assisted such act by a Governmental Authority);
(v) emergencies declared by the Transmission Provider or any other authorized
successor or regional transmission organization or any state or federal
regulator or legislature requiring a forced curtailment of the Plant or making
it impossible for the Transmission Provider to transmit Energy, including
Energy to be delivered pursuant to this Agreement; provided that, if a
curtailment of the Plant pursuant to this subsection (a)(v) would also meet
the definition of a Dispatch Down Period, then it shall be treated as a
Dispatch Down Period for purposes of this Agreement; or
(b) A “Force Majeure Event” shall not include:
(i) economic conditions that render a Party’s performance of this Agreement at
the Price unprofitable or otherwise uneconomic (including Buyer’s ability
to buy Energy or Environmental Attributes at a lower price, or Seller’s
ability to sell Energy or Environmental Attributes at a higher price, than the
Price);
(ii) a governmental act by Buyer that delays or prevents Buyer from timely
performing its obligations under this Agreement;
(iii) a Plant equipment failure, except where such failure is caused by a Force
Majeure Event of the specific type described in any of subsections (a)(i)
through (a)(v) above;
(iv) failure or delay in grant of Permits or approvals of any type for the
construction, operation or maintenance of the Plant, except where such
POWER PURCHASE AGREEMENT - Page 10 of 65
failure is caused by a Force Majeure Event of the specific type described in
any of subsections (a)(i) through (a)(v) above;
(v) Discretionary Curtailment;
(vi) failures or delays by the Participating TO and/or the CAISO in entering
into, or performing under, any agreements with Seller contemplated by this
Agreement;
(vii) a strike, work stoppage or labor dispute limited only to any one or more of
Seller, Seller’s affiliates, the EPC Contractor or subcontractors thereof or
any other third party employed by Seller to work on the Plant;
(viii) a Party’s inability to pay amounts due to the other Party under this
Agreement, except if such inability is caused solely by a Force Majeure
event that disables physical or electronic facilities necessary to transfer
funds to the payee Party;
(ix) Seller’s failure to obtain additional funds, including funds authorized by a
state or the federal government or agencies thereof, to supplement the
payments made by Buyer pursuant to this Agreement;
(x) Seller’s inability to obtain sufficient fuel, power or materials to operate the
Plant, except where such failure is caused by a Force Majeure Event of the
specific type described in any of subsections (a)(i) through (a)(v) above;
(xi) a Forced Outage except where such Forced Outage is caused by an event of
Force Majeure of the specific type described in any of subsections (a)(i)
through (a)(v) above; or
(xii) a failure to complete, or a delay in completing, interconnection or Electric
System Upgrades by the Commercial Operation Milestone, including by
any third party.
Forecasting Service: Has the meaning set forth in Section 4.5(d).
Forced Outage: Means any unplanned reduction or suspension of the electrical output from the
Plant or unavailability of the Output in whole or in part from a unit in response to a mechanical,
electrical, or hydraulic control system trip or operator-initiated trip in response to an alarm or
equipment malfunction and any other unavailability of a unit for operation, in whole or in part, for
maintenance or repair that is not a Planned Outage and not the result of Force Majeure.
FPA: Has the meaning set forth in Section 8.1(c)(i).
Full Capacity Deliverability Status or FCDS: Has the meaning set forth in the CAISO Tariff.
Full Capacity Deliverability Status Finding or FCDS Finding: A written confirmation from
the CAISO that the Plant is eligible for FCDS.
POWER PURCHASE AGREEMENT - Page 11 of 65
GAAP or Generally Accepted Accounting Principles: Means the standards for accounting and
preparation of financial statements established by the Federal Accounting Standards Advisory
Board (or its successor agency) or any successor standards adopted pursuant to relevant Securities
Exchange Commission rule.
Gains: 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 the Agreement for the remainder of
the Term, determined in a commercially reasonable manner, subject to Section 7.3 hereof. Factors
used in determining economic benefit may include reference to information either available to it
internally or supplied by one or more third parties, including quotations (either firm or indicative)
of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in
the relevant markets, market price referent, market prices for a comparable transaction, forward
price curves based on economic analysis of the relevant markets, settlement prices for a
comparable transaction at liquid trading hubs (e.g., NYMEX), all of which should be calculated
for the remainder of the Term to determine the value of the Output.
Governmental Authority: Any federal or state government, or political subdivision thereof,
including, without limitation, any municipality, township or county, or any entity or authority
exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to
government, including, without limitation, any corporation or other entity owned or controlled by
any of the foregoing.
Incentives: Any and all tax credits, including Section 45 Credits and Section 48 Credits,
deductions, allowances, depreciation and exemptions applicable to federal, state and local taxes
and any other payment, credit, deduction, benefit, grant or monetary incentive provided by any
federal, state or local Governmental Authority or any Person, whether now in effect or arising in
the future, in each case arising from the activities contemplated by this Agreement, including any
“Renewable Energy Production Incentive Payments” from the U.S. Department of Energy and any
“Energy Investment Tax Credit” described in Section 48 of the Internal Revenue Code of 1986, as
it may be amended or supplemented from time to time. Notwithstanding the foregoing, Incentives
shall not include anything that qualifies as Output (including any Environmental Attributes).
Indemnified Party: Has the meaning set forth in Section 10.1(b).
Indemnifying Party: Has the meaning set forth in Section 10.1(b).
Ineligible LC Bank: Has the meaning set forth in Section 9.3(c)(i)(A).
Ineligible LC Bank Notice Period: Has the meaning set forth in Section 9.3(c)(i).
Initial Capacity: Has the meaning set forth in Section 2.3(c)(ii).
Interconnection Agreement: The agreement and associated documents (or any successor
agreement and associated documentation) by and among Seller, the Participating TO and the
CAISO governing the terms and conditions of Seller’s interconnection with the CAISO grid,
including any description of the plan for interconnection of the Plant to the Participating TO’s
system.
POWER PURCHASE AGREEMENT - Page 12 of 65
Interconnection Agreement Milestone: Has the meaning set forth in Section 4.3(b)(i).
Interconnection Facilities: Has the meaning set forth in the CAISO Tariff.
Interim Assurance: The collateral provided by Seller to Buyer to secure Seller’s obligations
hereunder in accordance with Section 9.2(a)(ii) of this Agreement.
kWh: Means kilowatt-hour (AC).
Law: Means any statute, law, treaty, rule, regulation, CEC guidance document, ordinance, code,
permit, enactment, injunction, order, writ, decision, authorization, judgment, decree or other legal
or regulatory determination or restriction by a court or Governmental Authority of competent
jurisdiction, including any of the foregoing that are enacted, amended, or issued after the
Execution Date, and which becomes effective after the Execution Date; or any binding
interpretation of the foregoing.
LC Notice: Has the meaning set forth in Section 9.3(c).
Local Capacity Area: Has the meaning set forth in the CAISO Tariff.
Lender(s): Any Person(s) providing money or extending credit (including any capital lease) to
Seller, including in the form of debt or tax equity, for (a) the construction of the Plant, (b) the term
or permanent financing of the Plant, or (c) working capital or other ordinary business requirements
for the Plant. “Lender(s)” shall not include any trade creditor(s) of Seller.
Letter of Credit: Means an irrevocable, non-transferable standby letter of credit issued by Wells
Fargo, N.A., or other banking institution acceptable to Buyer in its sole discretion, the form of
which must be substantially as contained in Exhibit F-1 to this Agreement; provided, that, if the
issuer is a U.S. branch of a foreign commercial bank, Buyer may require changes to such form, the
issuer must be an Eligible LC Bank on the date of Transfer, and the issuing Letter of Credit amount
may not be greater than the Maximum Issuing Amount if the total amount of collateral posted by
the Seller in the form of Letter of Credit exceeds ten million dollars ($10,000,000.00) on the date
of Transfer.
Licensed Professional Engineer: Means a Person acceptable to Buyer in its reasonable judgment
who (a) is licensed to practice engineering in California, (b) has training and experience in the
power industry specific to the technology of the Plant, (c) has no economic relationship,
association, or nexus with Seller or Buyer, other than to meet the obligations of Seller pursuant to
this Agreement, (d) is not a representative of a consultant, engineer, contractor, designer or other
individual involved in the development of the Plant or of a manufacturer or supplier of any
equipment installed at the Plant, and (e) is licensed in an appropriate engineering discipline for the
required certification being made.
LMP: Has the meaning set forth in the definition of DA Price.
Losses: 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 the termination of this Agreement for the remainder of
the Term, determined in a commercially reasonable manner, subject to Section 7.3 hereof. Factors
POWER PURCHASE AGREEMENT - Page 13 of 65
used in determining the loss of economic benefit may include reference to information either
available to it internally or supplied by one or more third parties, including quotations (either firm
or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant
market data in the relevant markets, market price referent, market prices for a comparable
transaction, forward price curves based on economic analysis of the relevant markets, settlement
prices for a comparable transaction at liquid trading hubs (e.g. NYMEX), all of which should be
calculated for the remainder of the Term to determine the value of the Output. If the
Non-Defaulting Party is the Seller, then in addition to lost payments for Output pursuant to this
Agreement, “Losses” shall exclude any associated loss of investment tax credits and other lost tax
benefits.
Maximum Issuing Amount: Means the amount of a Letter of Credit to be issued by an Eligible
LC Bank, which cannot exceed the lesser of (a) sixty percent (60%) of the total collateral posted by
Seller in the form of Letter of Credit including the Letter of Credit to be issued or (b) twenty-five
million dollars ($25,000,000.00), without Buyer’s prior written consent.
Milestones: Means the key development activities required for the construction and operation of
the Plant, as set forth more particularly in Section 4.3(a).
MW: Megawatt (AC).
MWh: Megawatt-hour (AC).
Network Upgrades: Has the meaning set forth in the CAISO Tariff.
Non-Defaulting Party: Has the meaning set forth in Section 7.3(a).
Notice to Proceed: The full notice to proceed provided by Seller to the EPC Contractor following
execution of the EPC Contract between Seller and such EPC Contractor and satisfaction of all
conditions to performance of such contract, by which Seller authorizes such EPC Contractor to
begin construction of the Plant without any delay or waiting periods.
Output: The capacity, Energy, Environmental Attributes, Ancillary Services, contributions
towards Resource Adequacy, reserve requirements (if any), and any and all other reliability or
power attributes which are or can be produced by or associated with the Plant.
Overproduction Energy Price: Has the meaning set forth in Section 2.4(a).
Participating Intermittent Resource: Has the meaning set forth in the CAISO Tariff.
Participating TO or Participating Transmission Owner: An entity that (a) owns, operates and
maintains transmission lines and associated facilities and/or has entitlements to use certain
transmission lines and associated facilities, and (b) has transferred to the CAISO operational
control of such facilities and/or entitlements to be made of the CAISO Grid. For purposes of this
Agreement, the Participating TO is Southern California Edison.
Participating TO System: The transmission system owned by the Participating TO.
POWER PURCHASE AGREEMENT - Page 14 of 65
Parties: Buyer and Seller, and their respective successors and permitted assignees.
Party: Buyer or Seller, and each such Party’s respective successors and permitted assignees.
Performance Assurance: The collateral provided by Seller to Buyer to secure Seller’s
obligations hereunder in accordance with Section 9.2(a)(iii) of this Agreement.
Performance LDs: Has the meaning set forth in Section 4.6(b).
Permits: All material federal, state or local authorizations, certificates, certifications,
pre-certifications, permits, licenses and approvals required by any Governmental Authority for the
construction, ownership, operation and maintenance of the Plant, other than the Conditional Use
Permit.
Permitting Milestone: Has the meaning set forth in Section 4.3(b)(iii).
Person: An individual, partnership, corporation, business trust, limited liability company, joint
stock company, trust, unincorporated association, joint venture, Governmental Authority or other
entity.
Planned Outage: Means the removal of equipment from service availability for inspection and/or
general overhaul of one or more major equipment groups. To qualify as a Planned Outage, the
maintenance (a) must actually be conducted during the Planned Outage, and in Seller’s sole
discretion must be of the type that is necessary to reliably maintain the Plant, (b) cannot be
reasonably conducted during Plant operations, and (c) causes the generation level of the Plant to be
reduced by at least ten percent (10%) of the Initial Capacity.
Plant: The power generation facilities to be constructed, owned and operated by Seller located on
the Site for the generation and delivery of electricity, including the step-up transformer, revenue
quality meter and all other facilities up to the Point of Interconnection, but not including any
Expansion Plant.
PNode: Has the meaning set forth in the CAISO Tariff.
Point of Interconnection: The point on the electrical system where the Plant is physically
interconnected with the Participating TO System, which is anticipated to be at the Wilsona
Substation.
Pre-FCDS Energy Price: Has the meaning set forth in Section 2.4(b).
Price: The price set forth in Section 2.4.
Project: Has the meaning set forth in Section 2.9(c)(i).
Prudent Utility Practice: Has the meaning in the CAISO Tariff.
QF: Has the meaning set forth in Section 8.1(c)(1).
POWER PURCHASE AGREEMENT - Page 15 of 65
Real-Time Market: Has the meaning set forth in the CAISO Tariff.
REC or Renewable Energy Credit: Has the meaning set forth in California Public Utilities Code
Section 399.12(h) and CPUC Decision 08-08-028, as may be amended from time to time or as
further defined or supplemented by applicable law.
Report Period means the interval between dates when Seller must deliver each Development
Progress Report to Buyer according to Section 4.3(c)(i)-(iii), as applicable.
Requirements of Laws: Collectively, any federal, state or local law, treaty, franchise, rule or
regulation, or any order, writ, judgment, injunction, decree, award or determination of any
arbitrator or court or other Governmental Authority, in each case applicable to or binding upon
Seller or Buyer or any of its property or to which Seller or Buyer or any of its respective properties
are subject.
Resource Adequacy: Means an obligation of load serving entities, including Buyer, that requires
Buyer to procure a certain amount of electric generating capacity.
Resource Adequacy Requirements: Has the meaning set forth in Section 2.7(a).
SCADA: Has the meaning set forth in Section 3.1.
Scheduling Coordinator: Means a qualified entity designated by Buyer to provide the
Scheduling Coordinator Functions for the Plant pursuant to this Agreement.
Scheduling Coordinator Functions: Means the functions specified in “Responsibilities of a
Scheduling Coordinator” of the CAISO Tariff undertaken by an entity certified by the CAISO as
qualifying as a Scheduling Coordinator pursuant to the CAISO Tariff.
Section 45 Credits: Those tax credits available under Section 45 of Subtitle A, Chap. 1A, Part IV
of the Internal Revenue Code of 1986, as amended, or any other similar state, federal or local tax
credits, deductions, payments or benefits arising from the generation and sale of electricity using
qualifying renewable resources, not including any Environmental Attributes.
Section 48 Credits: Those tax credits available under Section 48(a)(3)(A)(i) and 48(a)(5) of the
Internal Revenue Code of 1986, as amended, or any other similar state, federal or local tax credits,
deductions, payments or benefits arising from the investment in qualifying energy properties, not
including any Environmental Attributes.
Seller: Has the meaning in the Preamble, and any successor or permitted assignee.
Seller Excused Energy Amount: Means, for each Calculation Period, an amount expressed in
MWh, equal to the aggregate amount of reduction(s) in delivered Output during such Calculation
Period as a result of Dispatch Down Periods, Discretionary Curtailment, Force Majeure Events,
Buyer’s breach or default hereunder or failure to accept delivered Output, or Forced Outages to the
local transmission or distribution system.
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Seller Execution: Means the date an authorized representative of Seller duly executes this
Agreement as evidenced by the date set forth next to its signature on the Signature Page hereof.
Seller’s Parent: Means Hecate Energy, LLC
Shortfall: Has the meaning set forth in Section 4.6(b).
Site: The description of the Plant and Site Drawings as described on Exhibit A.
Site Drawings: Has the meaning set forth on Exhibit A.
Substitute Bank Period: Has the meaning set forth in Section 9.3(c).
Substitute Letter of Credit: Has the meaning set forth in Section 9.3(c).
System Emergency: Has the meaning set forth in the CAISO Tariff.
Term: Has the meaning set forth in Section 2.2(a).
Termination Payment: Means, with respect to the Non-Defaulting Party, the sum of (a) the
Losses or Gains, and Costs, which such Party incurs as a result of the termination of this
Agreement pursuant to Section 7.3, plus (b) the sum of all amounts then owed to the
Non-Defaulting Party by the defaulting Party determined as of the Early Termination Date.
Test Energy: Output (to the extent available) generated by the Plant and delivered to the Point of
Interconnection prior to the Contract Delivery Start Date.
Transfer: Means with respect to Letters of Credit the delivery of the Letter of Credit conforming
to the requirements of this Agreement, by Seller or an Eligible LC Bank to Buyer or delivery of an
executed amendment to such Letter of Credit (extending the term or varying the amount available
to Buyer thereunder, if acceptable to Buyer) by Seller or Eligible LC Bank to Buyer.
Two Year Minimum Production Threshold: For each Calculation Period, an amount expressed
in MWhs equal to eighty percent (80%) of the Calculation Period Expected Energy Production for
such Calculation Period. For the avoidance of doubt, an example of the Two Year Minimum
Production Threshold is the sum of 80% of the Calculation Period Expected Energy Production for
the first Contract Year of such Calculation Period plus 80% of the Calculation Period Expected
Annual Energy Production for the second Contract Year of such Calculation Period.
Watch: Has the meaning set forth in Section 9.3(c).
WREGIS: The Western Renewable Energy Generation Information System, or any successor
renewable energy tracking program.
POWER PURCHASE AGREEMENT - Page 17 of 65
1.2 Rules of Interpretation.
The following rules of interpretation shall apply in addition to those set forth in Sections 10.3,
10.4, 10.5, 10.6, 10.8, 10.11, 10.13, 10.14, 10.15, 10.17, 10.20 and 10.22:
(a) The term “month” shall mean a calendar month unless otherwise indicated, and a
“day” shall be a 24-hour period beginning at 12:00:01 a.m. Pacific Prevailing Time
and ending at 12:00:00 midnight Pacific Prevailing Time; provided that a “day”
may be 23 or 25 hours on those days on which daylight savings time begins and
ends.
(b) Unless otherwise specified herein, all references to any agreement or other
document of any description shall be construed to give effect to amendments,
supplements, modifications or any superseding agreement or document as then
existing at the applicable time to which such construction applies.
(c) Capitalized terms used in this Agreement, including the exhibits hereto, shall have
the meaning set forth in Section 1.1, unless otherwise specified.
(d) Unless otherwise specified herein, references in the singular shall include
references in the plural and vice versa, pronouns having masculine or feminine
gender shall be deemed to include the other, and words denoting natural persons
shall include partnerships, firms, companies, corporations, joint ventures, trusts,
associations, organizations or other entities (whether or not having a separate legal
personality). Other grammatical forms of defined words or phrases have
corresponding meanings.
(e) References to a particular article, section, subsection, paragraph, subparagraph,
appendix or attachment shall, unless specified otherwise, be a reference to that
article, section, subsection, paragraph, subparagraph, appendix or attachment in or
to this Agreement.
(f) Any reference in this Agreement to any natural person, Governmental Authority,
joint powers agency, corporation, partnership or other legal entity includes its
permitted successors or assigns or to any natural person, Governmental Authority,
joint powers agency, corporation, partnership or other legal entity succeeding to its
functions.
(g) All references to dollars are to U.S. dollars.
(h) The term “includes” and “including” when used in this Agreement shall be by way
of example only and shall not be considered in any way to be in limitation, whether
or not so specified.
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ARTICLE II
TERM, PURCHASE AND SALE
2.1 Conditions Precedent to Commencement of Term of Agreement.
(a) Conditions Precedent. The Term of this Agreement shall not commence until the
occurrence of all of the following:
(i) Seller Execution;
(ii) At least five (5) Business Days before Seller Execution, Buyer receives
from Seller the conditions precedent documentation listed in Exhibit H; and
(iii) This Agreement has been approved by the Palo Alto City Council, and duly
executed by the authorized representatives of Buyer.
(b) Failure to Meet All Conditions Precedent. If the Conditions Precedent set forth in
Sections 2.1(a) are not satisfied or waived in writing by both Parties, then either
Party may terminate this Agreement effective upon receipt of notice by the other
Party. Neither Party shall have any obligation or liability to the other, including for
a Termination Payment or otherwise, by reason of such termination.
2.2 Agreement Term, Delivery Term, Acceleration and Extension.
(a) Agreement Term. The term of this Agreement shall commence, and this
Agreement shall be effective, upon the satisfaction or written waiver of the
Conditions Precedent set forth in Section 2.1(a) of this Agreement and, unless
earlier terminated pursuant to an express provision of this Agreement, shall remain
in effect until the conclusion of the Delivery Term (the “Term”).
(b) Delivery Term.
(i) The Parties agree that the delivery term shall mean: a period of delivery of
Output of twenty-five (25) Contract Years beginning with the first date that
Buyer accepts delivery of the Output from the Plant in connection with this
Agreement following Seller’s demonstration of satisfaction of the items
listed in this Section 2.2(b)(ii) (the “Contract Delivery Start Date”) and
continuing until the end of the twenty-fifth (25th) Contract Year (“Delivery
Term”), unless terminated as provided by the terms of this Agreement;
provided that, the Parties agree that (x) the Contract Delivery Start Date
shall occur on June 1, 2021, which may be accelerated pursuant to Section
2.2(c), and (y) the Delivery Term shall end on May 31, 2046, which may be
extended pursuant to Section 2.2(d). For the avoidance of doubt, the
maximum Delivery Term shall not extend past the fortieth (40th)
anniversary of the Contract Delivery Start Date.
POWER PURCHASE AGREEMENT - Page 19 of 65
(ii) The Contract Delivery Start Date shall occur as soon as practicable once all
of the following have been satisfied:
(aa) Seller delivers the COD Certification set forth at Exhibit E-2 to
Buyer and, if applicable, an Expected Annual Energy Production
table in the form attached hereto as Exhibit G updating the Expected
Annual Energy Production originally calculated based on the
Plant’s Expected Initial Capacity and provided pursuant to Section
2.1(a)(ii) for its Initial Capacity (which shall remain subject to the
limits set forth in Section 2.3(b)(ii));
(bb) Buyer shall have received and accepted the Performance Assurance
in accordance with the relevant provisions of Article 9.2(a)(iii) of
the Agreement;
(cc) Seller shall have obtained the requisite CEC Certification and
Verification for the Plant and delivered a copy of same to Buyer;
(dd) all of the applicable Conditions Precedent in Section 2.1(a)
have been satisfied or waived in writing;
(ee) Seller shall have demonstrated satisfaction of Seller’s other
obligations under this Agreement that commence prior to or as of
the Delivery Term, including taking all necessary steps to allow the
RECs transferred to Buyer to be tracked in WREGIS;
(ff) Seller shall have provided Buyer with a copy of the notice letter
from the Participating Transmission Owner authorizing the Plant to
commence commercial operation; and
(gg) unless Seller has been directed by Buyer not to participate in the
Participating Intermittent Resource program, Buyer shall have
received written notice from the CAISO that the Plant is certified as
a Participating Intermittent Resource to the extent such Participating
Intermittent Resource status exists and is available at such time as
the conditions in subsections (aa) through (ff) of this Section
2.2(b)(ii) are satisfied.
(c) Buyer Acceleration of Contract Delivery Start Date. Buyer may, in its sole
discretion, accelerate the Contract Delivery Start Date to a new date no more than
six (6) months prior to the Contract Delivery Start Date, unless otherwise agreed in
writing by the Parties. Subject to this Section 2.2(c), if Buyer desires so to
accelerate the Contract Delivery Start Date, it shall deliver six (6) months prior
written notice to Seller specifying the new Contract Delivery Start Date (the
“Accelerated Contract Delivery Start Date Notice”), which shall thereafter for
all purposes be deemed to be the “Contract Delivery Start Date”.
Notwithstanding the foregoing, Seller and Buyer may at any time mutually agree in
POWER PURCHASE AGREEMENT - Page 20 of 65
writing to accelerate the Contract Delivery Start Date to a date earlier than the
Contract Delivery Start Date.
(d) Extension of End of Delivery Term. Buyer may, in its sole discretion, extend the
end of the Delivery Term by up to an additional fifteen (15) years, in one or more
five (5)-year increments each and all at the same Price set forth in Section 2.6 (each,
an “Extended Delivery Term”). Subject to this Section 2.2(d), if Buyer desires so
to extend the Delivery Term, it shall deliver a written notice (“Extended Delivery
Term Option Exercise Notice”) to Seller by not later than three hundred sixty-five
(365) calendar days prior to the end of the Delivery Term specifying the Extended
Delivery Term, which shall thereafter for all purposes be deemed to be the
“Delivery Term”.
2.3 Purchase and Sale of the Output.
(a) Purchase and Sale of Output. During the Delivery Term, Seller shall sell and
deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to
be received, the Output (subject to Section 2.4(a)) at the Point of Interconnection,
and Buyer shall pay Seller the Price in accordance with the terms of this
Agreement, unless specifically excused by the terms of this Agreement. In no
event shall Seller have the right to procure any element of the Output from sources
other than the Plant for sale or delivery to Buyer under this Agreement, or sell
Output from the Plant to a third party. Buyer shall be the only party that may claim
credit for the Output (subject to Section 2.4(a)), as may be available to Buyer from
time to time. Buyer shall have no obligation to receive or purchase Output from
Seller prior to or after the Delivery Term, except for Test Energy. Seller shall be
responsible for any costs or charges associated with the Output or its delivery of the
Output up to the Point of Interconnection. Buyer shall be responsible for any costs
or charges imposed on or associated with the Output after its receipt at and from the
Point of Interconnection.
(b) Title and Risk of Loss. As between the Parties, Seller shall be deemed to be in
exclusive control (and responsible for any damages or injury caused thereby) of all
Output purchased by Buyer prior to the Point of Interconnection, and Buyer shall
be deemed to be in exclusive control (and responsible for any damages or injury
caused thereby) of all Output purchased by Buyer at and from the Point of
Interconnection. Title to and risk of loss as to all Output purchased by Buyer shall
pass from Seller to Buyer at the Point of Interconnection. Seller warrants that it
shall deliver all Output to Buyer free and clear of all liens, security interests, claims
and encumbrances or any interest therein or thereto created by any Person other
than Buyer.
(c) Capacity of Plant.
(i) Expected Initial Capacity. Seller and Buyer each acknowledge and agree
that as of the Execution Date the Parties expect that the generation
capability of the Plant as of the Commercial Operation Date shall be 26
POWER PURCHASE AGREEMENT - Page 21 of 65
MW AC, net of all auxiliary loads, station electrical uses, and electrical
losses (the “Expected Initial Capacity”). Seller shall complete and deliver
to Buyer the Expected Annual Energy Production table in the form attached
hereto as Exhibit G based on the Expected Initial Capacity pursuant to
Section 2.1(a)(ii).
(ii) Actual Initial Capacity. Seller shall use commercially reasonable efforts to
ensure that the installed capacity of the Plant determined as of the
Commercial Operation Date (the “Initial Capacity”) is same as the
Expected Initial Capacity, but in no event shall be less than 25 MW AC or
more than 27 MW AC, and shall be determined based upon the sum of the
nameplate ratings (AC) of all Plant inverters. If applicable, Seller shall
update the Expected Annual Energy Production table it delivered to Buyer
pursuant to Section 2.1(a)(ii) and 2.3(c)(i) above, to reflect the Plant’s
Initial Capacity (which shall remain subject to the installed capacity
limitations set forth in this sub-section) and deliver such revised table to
Buyer pursuant to Section 2.2(b)(ii)(aa).
2.4 Price.
Subject to the adjustments described in Sections 2.4(a) and (b) and related to Performance
LDs under the provisions of Section 4.6, during the period of delivery of any Test Energy
and during the Delivery Term, for Output delivered or tendered to Buyer at the Point of
Interconnection, Buyer shall pay Seller a price per MWh of Output equal to Thirty Six
Dollars and Seventy-Six Cents ($36.76) per MWh (“Price”). The Price shall be the total
compensation owed by Buyer for the Output delivered or tendered to Buyer during the
period of delivery of any Test Energy and during the Delivery Term, as adjusted as
follows:
(a) Overproduction Output Price. For any and all Output in excess of one hundred five
percent (105%) of the Expected Annual Energy Production for the then-current
Contract Year, if any, Buyer shall pay Seller a price per MWh of Output that is the
lesser of (i) ninety percent (90%) of the Price or (ii) the hourly DA Price at the Point
of Interconnection (either (i) or (ii) being referred to as the “Overproduction
Energy Price”), subject to: (i) Buyer shall be obligated to purchase any and all
Output delivered or tendered to Buyer in excess of one hundred five percent
(105%) up to and including one hundred twenty percent (120%) of the Expected
Annual Energy Production for the then-current Contract Year and (ii) Buyer shall
have the right, but not the obligation to purchase, Output in excess of one hundred
twenty percent (120%) or more of the Expected Annual Energy Production for the
then-current Contract Year, and, if applicable, subject to Section 2.4(b). If Buyer
chooses not to exercise this right of first refusal in sub-section (ii) above, Seller
may sell such Output to a third party so long as such third party sale does not affect
or impair in any material way Seller’s ability to meet its obligations or Buyer’s
rights with respect to this Agreement as determined by Buyer in its reasonable
discretion; and/or
POWER PURCHASE AGREEMENT - Page 22 of 65
(b) Pre-FCDS Energy Price. For any and all Output delivered or tendered to Buyer
prior to the date on which Seller has obtained a Full Capacity Deliverability Status
Finding from the CAISO, if any, Buyer shall pay Seller a price per MWh of Output
equal to ninety percent (90%) of the Price (“Pre-FCDS Energy Price”) and, if
applicable, subject to Section 2.4(a).
For the avoidance of doubt, if both conditions (a) and (b) above occur, then Buyer
shall pay Seller the Price adjusted by both (a) and (b), and if only one condition (a)
or (b) above occurs, then Buyer shall pay Seller the Price adjusted by either (a) or
(b), as applicable.
2.5 Test Energy.
For a period of up to ninety (90) days prior to the commencement of the Delivery Term,
Buyer shall purchase and accept from Seller at the Point of Interconnection and pay for as
described in Section 2.4, the Output relating to any Test Energy pursuant to the terms of
this Agreement; provided that the decision to produce and deliver Test Energy hereunder
shall be at the sole discretion of Seller. All Test Energy shall be scheduled in accordance
with the scheduling protocols set forth in Exhibit D, as may be modified by the Parties
pursuant to Section 4.1(g).
2.6 Environmental Attributes.
(a) Purchase and Sale of Environmental Attributes. During the Term, Seller shall sell
and transfer to Buyer, and Buyer shall purchase and receive from Seller, all right,
title and interest in and to the Environmental Attributes associated with the Output,
if any, whether now existing or subsequently generated or acquired (other than by
direct purchase from a third party) by Seller, or that hereafter come into existence,
during the Term, as a component of the Output purchased by Buyer from Seller
hereunder. Subject to Section 2.6(c), Seller agrees to transfer and make such
Environmental Attributes available to Buyer immediately to the fullest extent
allowed by applicable Law upon Seller’s production or acquisition of the
Environmental Attributes. Seller agrees to convey and hereby conveys all such
Environmental Attributes to Buyer as included in the delivery of the Output from
the Plant. Seller shall not assign, transfer, convey, encumber, sell or otherwise
dispose of all or any portion of the Environmental Attributes to any Person other
than Buyer. As of the Effective Date and continuing throughout the Term, Seller
represents and warrants that Seller holds the rights to all Environmental Attributes
from the Plant, the Plant qualifies and is certified by the CEC as an ERR and the
Plant’s Output qualifies under the California Renewable Portfolio Standards
requirements. To the extent that a Change in Law occurs after the Effective Date
that causes this representation and warranty to be false or misleading, it shall not be
an Event of Default if Seller has used commercially reasonable efforts to comply
with such Change in Law and takes all actions as determined by Buyer in its
reasonable discretion to implement any change or improvement to the Plant to
maintain such certification or qualification.
POWER PURCHASE AGREEMENT - Page 23 of 65
(b) Buyer’s Right to Report Ownership of Environmental Attributes. During the Term,
Seller shall not report to any Person or entity that the Environmental Attributes
granted hereunder to Buyer belong to anyone other than Buyer, and Buyer may
report under any program that such Environmental Attributes purchased hereunder
belong to it.
(c) Documentation of Environmental Attributes. Seller shall document the production
of Environmental Attributes under this Agreement by delivering with each invoice
to Buyer such attestations or other documents as may be required by Exhibit B.
Seller agrees to promptly and cooperatively update or modify Exhibit B, as
necessary, to ensure that Buyer receives full and complete title to, and the ability to
record with any EA Agency as its own, all of the Environmental Attributes
purchased hereunder. At Buyer’s request, the Parties, each at their own expense,
shall execute all such documents and instruments in order to transfer the
Environmental Attributes specified in this Agreement, to Buyer or its designees, as
Buyer may reasonably request. In the event of the promulgation of a scheme
involving Environmental Attributes administered by an EA Agency, upon
notification by an EA Agency that any transfers contemplated by this Agreement
shall not be recorded, the Parties shall promptly cooperate in taking all reasonable
actions necessary so that such transfer can be recorded. Each Party shall promptly
give the other Party copies of all documents it submits to the EA Agency to
effectuate any transfers.
2.7 Resource Adequacy.
(a) Resource Adequacy Requirements. During the Delivery Term, Seller grants,
pledges, assigns and otherwise commits to Buyer all of the Plant’s Initial Capacity,
including Capacity Attributes from the Plant, to enable Buyer to meet its Resource
Adequacy or successor program requirements, as the CPUC, CAISO and/or other
regional entity may prescribe, including submission of a supply plan or Resource
Adequacy plan (“Resource Adequacy Requirements”). From the Execution
Date, and for the duration of the Delivery Term, Seller shall take all commercially
reasonable actions, including complying with all applicable registration and
reporting requirements, and executing any and all documents or instruments
necessary to enable Buyer to use all of the capacity of the Plant, including Capacity
Attributes, to be committed by Seller to Buyer pursuant to this Agreement to meet
Buyer’s Resource Adequacy Requirements during the Delivery Term.
(b) Availability Standards. Seller shall be responsible for all costs, charges, expenses,
penalties, and obligations resulting from Availability Standards, if applicable, and
Seller shall be entitled to retain all credits, payments, and revenues, if any, resulting
from Seller achieving or exceeding Availability Standards, if applicable.
2.8 Tax Credits and Incentives.
Buyer acknowledges and agrees that all Incentives shall be owned by Seller, and that Buyer
shall not claim Incentives. Buyer agrees to cooperate with Seller, as may be necessary, to
POWER PURCHASE AGREEMENT - Page 24 of 65
allow maximization of the value of, and realization of, all Incentives; provided that Buyer
shall not be required to incur additional costs or accept any diminution in value of its rights
under this Agreement or of the Output purchased hereunder. In addition, Buyer shall not
take any action (except as otherwise permitted under this Agreement), that would in any way
reduce or eliminate the availability to Seller of any Incentives, including the Section 45
Credits and the Section 48 Credits, and Buyer shall forego any credits or benefits available to
it (other than Environmental Attributes), including rights to purchase of Test Energy, to the
extent necessary to allow Seller to obtain the full benefit of the Incentives, but in no event
shall Buyer be required to forego receipt of Output after the Contract Delivery Start Date.
2.9 CEQA.
(a) CEQA Determinations. Any and all CEQA requirements for or related to the
development of the Plant shall be the responsibility of Seller; provided, that, Buyer
reserves any and all of its rights and powers under CEQA that may be applicable,
appropriate, and within Buyer’s jurisdiction, including the power in its sole
discretion to:
(i) review the Plant’s environmental impacts;
(ii) prepare and/or review environmental documents and studies;
(iii) review mitigation measures and/or alternatives in order to avoid or lessen
any significant environmental impacts resulting from the Plant;
(iv) determine that any significant impacts that cannot be mitigated are
acceptable due to overriding considerations; or
(v) decide to terminate this Agreement due to any significant adverse
environmental effects resulting from the Plant that were unable to be
mitigated and were unacceptable for lack of overriding considerations in
Buyer’s reasonable discretion.
(b) Seller’s Responsibility to Provide CEQA Documents. Seller shall be required to
provide to Buyer final (and executed, if applicable) copies of all CEQA documents
within ten (10) days of their approval by the CEQA lead agency.
(c) Conditions Precedent to Buyer Purchase. The Parties therefore acknowledge and
agree that Buyer has no obligation to purchase the Output under this Agreement
until all of the following have occurred:
(i) Seller has complied with all applicable CEQA requirements in connection
with its permitting, construction and operation of the Plant (the “Project”);
(ii) Buyer has, as part of such CEQA compliance, been designated as a
“Responsible Agency” for the Project under Section 15096 of the CEQA
Guidelines;
POWER PURCHASE AGREEMENT - Page 25 of 65
(iii) Buyer has satisfactorily complied with all applicable requirements of
Section 15096 relating to the Project, as determined by Buyer in its
reasonable discretion consistent with CEQA requirements;
(iv) Buyer has notified Seller that Buyer elects not to terminate the PPA
pursuant to Section 2(a)(v); and
(iv) the applicable period for any legal challenges under CEQA relating to the
Plant has expired without any such challenge having been filed or, in the
event of any such challenge, the challenge has been determined adversely to
the challenger by final judgment or settlement.
(d) Buyer Termination of Agreement. If Buyer decides not to approve the purchase of
Output from the Plant and to terminate this Agreement as described in Section
2.9(a)(v), Buyer shall give Seller written notice thereof and this Agreement shall
terminate within sixty (60) calendar days from the giving of such notice. Any
termination under this Section 2.9(c) shall be “no-fault”, and neither Party shall
have any liability to the other arising out of such termination, and Buyer shall
promptly return to Seller all Development Assurance less any LD Amount paid by
or due and payable by Seller prior to the date of such termination for reasons
unrelated to this Section 2.9. For the avoidance of doubt, this Section 2.9(c) shall
not affect the rights and remedies associated with any other termination rights set
forth in this Agreement.
2.10 Right of First Refusal for Expansion Plant and Expansion Plant Output.
(a) Buyer’s Right of First Refusal for Development of Expansion Plant. During the
Term, Seller may, in exercising its sole discretion, determine, from time to time, to
develop, finance, construct and/or operate an Expansion Plant. Each time such a
determination is made, Seller shall notify Buyer of such determination and shall
offer, in writing, to sell the Expansion Plant Output to Buyer. The offer shall
include the price to be paid by Buyer for the Expansion Plant Output, the term, and
other principal terms and conditions of the proposed sale. If Buyer wishes to accept
such offer to purchase all (but not less than all) of the Expansion Plant Output,
Buyer shall so notify Seller within ninety (90) calendar days of its receipt of such
offer. Buyer and Seller shall promptly thereafter enter into good faith negotiation
of commercial modifications to this Agreement incorporating such Expansion
Plant Output offer. Until the revised Agreement incorporating an Expansion Plant
is executed, Seller’s proposal, accepted by Buyer (including any modifications
agreed upon in writing by both Parties), shall control all dealings between the
Parties relating to the Expansion Plant. Should any issue arise that is not covered
by such documentation, the terms of this Agreement (prior to amendment for the
Expansion Plant or Expansion Plant Output) shall apply.
(b) Buyer’s Right to Purchase Expansion Plant Output. If Buyer does not accept
Seller’s offer to purchase the Expansion Plant Output within ninety (90) calendar
days of receipt of Seller’s offer, Seller shall be deemed authorized to offer to sell
POWER PURCHASE AGREEMENT - Page 26 of 65
that portion of the Expansion Plant Output to one or more third parties at a price and
on other terms and conditions which, taken as a whole, are at least as favorable to
Seller as the price and other terms and conditions set forth in Seller’s offer to
Buyer. If Seller offers to disaggregate the Expansion Plant Output for the purpose
of selling the same to multiple independent buyers, Seller shall notify Buyer, in
writing, of the terms and conditions of such offers, and Buyer shall again have the
right of first refusal consistent with the terms set forth above for each of the lesser
amounts being offered to the third parties. If Buyer does not purchase the
Expansion Plant Output and Seller sells such Expansion Plant Output to a third
party, Seller shall promptly certify, in writing, to Buyer that the terms and
conditions of sale of such Expansion Plant Output to such third party, taken as a
whole, are at least as favorable to Seller as the price and other terms and conditions
set forth in Seller’s offer to Buyer, and, Seller shall provide the relevant final
contract and any other supporting documentation for such certification by Buyer.
Upon the sale of such Expansion Plant Output in compliance with this Agreement,
Buyer shall have no further rights to be offered or to purchase such Expansion Plant
Output. Buyer’s refusal, in writing, of the Expansion Plant Output from one
Expansion Plant shall not affect Buyer’s right to purchase the Expansion Plant
Output from a subsequently developed Expansion Plant under the terms of this
Agreement. Notwithstanding any provision to the contrary herein, Seller shall not
sell or provide the Expansion Plant Output to any third party, unless Seller can do
so without compromising in any material way its ability to provide the Output or
Expansion Plant Output, if any, to Buyer hereunder. The materiality of any such
impact shall be determined by Buyer, acting in its reasonable discretion.
2.11 Refurbishment of Plant.
During the Term, Seller may refurbish the Plant, alter components of the Plant, replace
components of the Plant, add additional solar modules or inverters, or replace solar
modules or inverters with more powerful solar modules or inverters, in order to increase
the Plant estimated peak AC capability up to the lesser of the Initial Capacity or to the
amount allowed by the Interconnection Agreement; provided, however, that Seller may not
perform any refurbishment to increase capacity higher than the Initial Capacity without the
prior written consent of Buyer, and Buyer shall have the right, in its sole discretion, to
accept or decline to permit any such refurbishment that may increase the Initial Capacity.
2.12 Optional Battery Storage at the Site.
At any time and multiple times during the Term, Buyer may, upon written request (“Battery
Storage Facility Request”), ask Seller to review and evaluate the development of a battery
storage facility or facilities capable of storing up to 25 MWh located at the Site (“Battery Storage
Facility”). The Battery Storage Facility Request may ask Seller to develop a detailed proposal or
may include a detailed proposal (or a combination thereof) for the development of the Battery
Storage Facility. Seller hereby agrees to review, develop and/or evaluate the Battery Storage
Facility Request in good faith and to use its best efforts to take all actions and to do all things
necessary, proper or advisable to consummate, make effective and comply with the development
of the Battery Storage Facility. Within sixty (60) days of receipt of any Battery Storage Facility
POWER PURCHASE AGREEMENT - Page 27 of 65
Request, Seller shall provide a written response to Buyer describing in detail the feasibility of the
development of a Battery Storage Facility, upon what terms and why, and including supporting
documentation and such other information as Buyer may reasonably request. Seller agrees to
negotiate the terms and conditions for the development of such Battery Storage Facility in good
faith; provided, however, that Seller shall not be required to add any such storage unit(s) to the
Plant unless and until Seller, Buyer and any Lenders each (in their sole and absolute discretion)
approves the technical details of such unit(s) and appropriate amendments to this Agreement or
negotiation of a separate battery storage agreement, including additional compensation related to
such unit(s).
ARTICLE III
METERING AND BILLING
3.1 Metering Requirements.
The transfer of Output from Seller to Buyer shall be measured by revenue quality metering
equipment at the Point of Interconnection or another nearby location reasonably acceptable
to Buyer. Such metering equipment, including any equipment required for communicating
meter data (e.g., a dedicated data line) to Buyer or the CAISO, shall be selected, provided,
installed, owned, maintained and operated, at Seller’s sole cost and expense, by Seller or its
designee in accordance with applicable CAISO rules. Seller shall exercise reasonable care
consistent with Prudent Utility Practice in the maintenance and operation of any such
metering equipment, and shall test and verify the accuracy of each meter at least annually.
Seller shall inform Buyer sufficiently in advance of the time and date of these tests to
permit Buyer to be present, and shall permit Buyer to be present, at such tests and to
receive the results of such tests. Subject to Buyer paying the cost of any update or upgrade
to such metering equipment pursuant to a new requirement of the CAISO, the Participating
TO or any other Governmental Authority, adopted after the Contract Delivery Start Date,
each of Seller’s meters shall be accurate to the metering specifications then in effect for
CAISO meter accuracy. Seller shall further install and maintain all equipment and data
circuits necessary to transmit all monitored real time supervisory control and data
acquisition (“SCADA”) system data and real time data from the CAISO meter to the
CAISO and, if applicable, Buyer’s Scheduling Coordinator, while adhering to both CAISO
and, if applicable, Buyer’s Scheduling Coordinator’s communications protocols. Seller
shall provide Buyer with a copy of each certificate of compliance issued by CAISO, if any.
Seller shall provide Buyer and, if applicable, its Scheduling Coordinator access to all
monitored SCADA points to be used at their discretion in real time monitoring. Buyer, at
its sole cost and expense, may install and maintain check meters and all associated
measuring equipment necessary to permit an accurate determination of the quantities of
Output delivered under this Agreement, provided the referenced equipment does not
interfere with Seller’s metering equipment. Seller shall permit Buyer or its Scheduling
Coordinator or its agent access to Seller’s Plant for the purpose of installing and
POWER PURCHASE AGREEMENT - Page 28 of 65
maintaining such check meters. Seller shall submit to the CAISO, or allow the CAISO to
retrieve, any meter data required by the CAISO related to the Plant output in accordance
with the CAISO’s settlement and billing protocol and meter data tariffs. Buyer shall have
reasonable access to relevant meters and associated facilities, as well as real time access to
all meter data, as is necessary for Buyer or, if applicable, its Scheduling Coordinator to
perform its duties as scheduling coordinator and comply with the requirements of the
CAISO Tariff.
3.2 Billing.
Seller shall provide to Buyer on or before the tenth (10th) day of each month an invoice for
the Output for the prior month based upon meter data for Output delivered in such
calendar month (taking into account any line losses to the Point of Interconnection),
enclosing reasonably appropriate supporting CAISO documentation and any
corresponding attestation that may be required pursuant to Section 2.6(c). Such invoice
may be transmitted by e-mail to UtilityCommoditySettlements@cityofpaloalto.org, or to
any other e-mail address designated, in writing by Buyer. Should either Seller or Buyer
determine at a later date, but in no event later than two (2) years after the original invoice
date, that the invoice amount was incorrect, that Party shall promptly notify, in writing,
the other Party of the error. If the amount invoiced was lower than the amount that should
have been invoiced, then Buyer shall, upon receiving verification of the error and
supporting documentation from Seller, pay any undisputed portion of the difference
within thirty (30) calendar days of receipt of verification. If the amount invoiced was
higher than the amount that should have been invoiced, then Seller shall, upon receiving
verification of the error and supporting documentation from Buyer, pay any undisputed
portion of the difference within thirty (30) calendar days of receipt of verification. Any
such adjusted amount owing by Seller or Buyer shall be subject to the interest rate as
designated in Section 3.3, running from the original due date of payment.
POWER PURCHASE AGREEMENT - Page 29 of 65
3.3 Payment.
For Output delivered to Buyer pursuant to this Agreement, Buyer or its agent shall pay
Seller by electronic transfer of funds by the later of the twentieth (20th) day of the month or
the tenth (10th) Business Day after the invoice is received in accordance with Section 3.2,
subject to Buyer’s right to set-off any Daily LD Amount or Performance LDs owed by
Seller to Buyer as described in Sections 4.4(b)(iii) or 4.6(b)(iii), respectively. Payments
made after the due date shall be considered late and shall bear interest on the unpaid
balance at an annual rate equal to two percent (2%) plus the average daily prime rate as
determined from the "Money Rates" section of The Wall Street Journal for the days of the
late payment period multiplied by the number of calendar days elapsed from and including
the day after the due date, to and including the payment date. Interest shall be computed on
the basis of a 365-day year. In the event this index is discontinued or its basis is
substantially modified, the Parties shall agree on a substitute equivalent index. Should
Buyer in good faith dispute the amount of an invoice, Buyer or its agent may withhold such
disputed amounts until the dispute is resolved in accordance with Section 10.10. Such
disputed amounts shall bear interest at the interest rate described above. Failure of Buyer
or its agent to withhold any amount shall not constitute a waiver of Buyer’s right to
challenge such amount.
3.4 Billing Agent.
Seller agrees Buyer may designate an agent to act on its behalf for billing purposes, so long
as Buyer remains liable for its obligations under this Agreement.
ARTICLE IV
SELLER'S OBLIGATIONS
4.1 Development, Finance, Construction and Operation of the Plant.
During the Term, Seller covenants that at no cost to Buyer, unless otherwise specifically
stated in this Agreement, it shall:
(a) Develop, Finance and Construct the Plant. Design, develop, finance and construct
the Plant;
(b) Real-time Monitoring. Provide Buyer with access to a “real time” Plant monitoring
system (which, at a minimum, shall provide “real time” information regarding the
net output of the Plant) that is anticipated to be internet protocol-based and include
any applicable alarms required by Prudent Utility Practice;
(c) Permits. Seek, obtain, maintain, comply with and, as necessary, renew and modify
from time to time, all Permits, certificates or other authorizations or approvals,
including comply with any and all CEQA requirements for or related to the
POWER PURCHASE AGREEMENT - Page 30 of 65
development of the Plant and prepare any and all necessary CEQA documentation,
including any environmental impact studies, as described more specifically in
Section 2.9, which are necessary for the construction, operation and maintenance of
the Plant or required by any Requirements of Laws or Governmental Authority as
prerequisites to Seller’s performance of this Agreement;
(d) Operation and Maintenance - Compliance. Operate, maintain, and repair the Plant
in accordance with this Agreement, all Requirements of Laws applicable to Seller
or the Plant, all Contractual Obligations and Permits, and in accordance with
Prudent Utility Practice, including with respect to efforts to maintain availability of
the Expected Annual Energy Production subject to normal system wear-and-tear
and the panel degradation factor set forth on Exhibit G. Seller shall obtain in its
own name and at its own expense any and all pollution or environmental credits or
offsets necessary to operate the Plant in compliance with the Environmental Laws;
(e) Operation and Maintenance – Prudent Utility Practice. Operate and maintain in a
manner consistent with Prudent Utility Practice the facilities it will own and
otherwise cooperate with the Participating TO in the physical interconnection of
the Plant to the Participating TO System in accordance with the Interconnection
Agreement;
(f) Insurance. Obtain and maintain the policies of insurance in the amounts and with
the coverages as set forth on Exhibit C;
(g) Outages. By October 1st of each year of the Delivery Term, provide each of Buyer
and, if applicable, its Scheduling Coordinator with an annual projection of
scheduled Planned Outages for the following calendar year. Should Seller make
any changes to such projection, it shall notify Buyer and, if applicable, its
Scheduling Coordinator of such changes at least fourteen (14) calendar days in
advance of any newly scheduled or rescheduled Planned Outage. If Buyer requests
a change to the scheduled date of any Planned Outage (including to a date set forth
in a change notice from Seller), Seller shall consider such request in good faith and
notify Buyer of its decision within seven (7) calendar days of receipt of Buyer’s
request. In no instance other than Saturdays, Sundays and federal holidays during
the period of reliability accounting (initially the period between June 1st and
September 30th but subject to changes selected at Buyer’s discretion for
conforming to CAISO availability assessment) shall Seller schedule Planned
Outages of more than twenty-four (24) hours during the Delivery Term. In
connection with any Planned Outage or Forced Outage in excess of one (1) MW of
Plant capacity, Seller shall notify Buyer and, if applicable, its Scheduling
Coordinator, as soon as practicable, of the percentage of Plant (based on percentage
of Output loss) expected to be out of service and how long the Planned Outage or
Forced Outage is expected to last. If the Planned Outage or Forced Outage is total
and is due to failure of the Plant rather than the transmission and distribution
system beyond the Point of Interconnection, Seller shall give Buyer and, if
applicable, its Scheduling Coordinator at least four (4) hours’ prior notice before
re-energizing the Plant. In addition, Seller shall comply with Buyer’s Scheduling
POWER PURCHASE AGREEMENT - Page 31 of 65
Coordinator’s scheduling protocols, as may be changed from time to time. A copy
of the scheduling protocols prepared jointly by the Parties as of the Execution Date
and then-anticipated to be appropriate as of the Commercial Operation Date is
attached as Exhibit D. The Parties agree, within thirty (30) days after achievement
of the Construction Milestone to commence reviewing the appropriateness of such
scheduling protocols and work together (including meeting in-person) and, if
applicable, with Buyer’s Scheduling Coordinator to make and complete prior to the
delivery of Test Energy under Section 2.5, any modifications necessary to ensure
the scheduling protocols’ consistency with the CAISO Tariff, its Operating
Procedures and Business Practice Manuals, and the then-planned operating
procedures for the Plant; provided that, during the Delivery Term, Buyer shall
provide Seller with any revised scheduling protocols within a reasonable period of
time to the extent, if applicable, its Scheduling Coordinator provides the same to
Buyer;
(h) Interconnection. Perform all studies, pay all fees, obtain all necessary approvals
and execute all necessary agreements to secure the interconnection, distribution
and/or transmission arrangements, including negotiate and enter into an
Interconnection Agreement sufficient to allow Seller to deliver the Output to the
Point of Interconnection and into the CAISO-controlled grid for sale to Buyer
pursuant to the terms of this Agreement;
(i) FCDS Status and Copy of Finding. Ensure that its interconnection, distribution
and/or transmission arrangements shall provide for Full Capacity Deliverability
Status as of the FCDS Finding Milestone (unless extended pursuant to Section 4.4)
and throughout the remainder of the Delivery Term. Seller shall provide to Buyer a
copy of the FCDS Finding within fifteen (15) days of such finding having been
obtained from the CAISO. All costs or amounts designated in the Plant’s full
capacity deliverability study to obtain FCDS or any costs and expenses incurred by
Seller for FCDS studies shall be Seller’s sole responsibility.
(j) Participating Generator Agreement and Meter Service Agreement. Negotiate and
enter into a Participating Generator Agreement and a Meter Service Agreement for
CAISO Metered Entities with the CAISO, the load control area operator for the
Participating TO System, to which the Plant is interconnected. Buyer shall pay for
or reimburse Seller for any such costs or charges associated with these agreements,
except to the extent such cost or charge is required to be paid by Seller under this
Agreement in Sections 3.1 and 4.1(h). Seller shall cooperate with Buyer to
minimize any such costs as are to be reimbursed by Buyer;
(k) Start-ups and Shut-downs. Coordinate all Plant start-ups and shut-downs, in whole
or in part, with Buyer in accordance with CAISO scheduling protocols and the
reasonable protocols established by Buyer that are not inconsistent with the CAISO
Tariff and CAISO procedures; and
(l) Development Assurance, Interim Assurance and Performance Assurance. Fund
and maintain the Development Assurance and Interim Assurance, as applicable, to
POWER PURCHASE AGREEMENT - Page 32 of 65
assure Seller’s timely development of the Plant and achievement of Commercial
Operation and the Contract Delivery Start Date, including the performance of all
construction tasks; and fund and maintain the Performance Assurance to assure
Seller’s delivery of the Output to Buyer, all in accordance with Article IX.
4.2 General Obligations.
(a) Records. Seller shall keep complete and accurate operating and other records and
all other data for the purposes of proper administration of the Agreement, including
such records as may be required by any Governmental Authority or Prudent Utility
Practice;
(b) Organizational Good Standing and Compliance with Laws and Agreement. During
the Term of this Agreement, Seller shall continue to (i) preserve, renew and keep in
full force and effect its organizational existence and good standing, and take all
reasonable action to maintain all applicable Permits, rights, privileges, licenses and
franchises necessary or desirable in the ordinary course of its business; (ii) comply
with all Requirements of Laws, including Environmental Laws, applicable to Seller
or the Plant; and (iii) comply with all Contractual Obligations related to the
operation and maintenance of the Plant;
(c) Further Development Information. Seller shall provide to Buyer such other
information regarding the permitting, engineering, construction or operations of the
Plant as Buyer may from time to time reasonably request, subject to licensing or
other restrictions of Seller or a third party with respect to confidentiality, disclosure
or use; provided, nothing herein shall limit Buyer’s right to agree to confidentiality
or sign a confidentiality agreement in connection therewith before acquiring
knowledge of such information;
(d) CAISO Agreements. Seller shall enter into any agreements with the CAISO
required by the CAISO for generators delivering power into the CAISO-controlled
grid. Except for such costs and charges as are expressly identified in this
Agreement as Seller’s costs, Buyer shall reimburse Seller for all costs and charges
under such agreements. Seller shall cooperate with Buyer to minimize any such
costs as are to be reimbursed by Buyer;
(e) Financial Statements. If requested by Buyer, Seller shall deliver to Buyer (a)
within four (4) months following the end of each fiscal year, a copy of Seller’s and
Seller’s Parent’s annual report containing audited consolidated financial statements
for such fiscal year (or if not available, unaudited consolidated financial statements
for such fiscal year) and (b) within forty-five (45) calendar days after the end of
each of its first three (3) fiscal quarters of each fiscal year, a copy of Seller’s and
Seller’s Parent’s quarterly report containing unaudited consolidated financial
statements for such fiscal quarter. In all cases, the statements shall be for the most
recent accounting period and shall be prepared in accordance with GAAP and shall
be certified by the Chief Financial Officer or equivalent officer of Seller on behalf
of Seller and of Seller’s Parent on behalf of Seller’s Parent, dated no earlier than ten
POWER PURCHASE AGREEMENT - Page 33 of 65
(10) Business Days prior to delivery to Buyer (i) as fairly presenting the financial
condition of Seller and Seller’s Parent, as applicable, subject only to what would
typically be included in year-end audit adjustments and footnotes; provided,
however, that should any such statements not be available on a timely basis due to a
delay in preparation or certification, such delay shall not constitute an Event of
Default so long as Seller diligently pursues the preparation, certification and
delivery of the statements;
(f) Notice of Expected Initial Capacity. Within fifteen (15) calendar days of the later
of (i) obtaining the authority to construct for the Plant from the applicable
Governmental Authority or (ii) Seller’s receipt of the system impact and facility
cost studies from the Participating TO, Seller shall provide written notice to Buyer
stating the then-expected Initial Capacity of the Plant in MW AC (which shall be
subject to the Initial Capacity limits described in Section 2.3(c)(ii)) and specifying
other material key Plant design details;
(g) Site Size Requirement. Seller agrees and hereby certifies to Buyer that the Site
(including any proposed modification to the Site described in Section 4.2(h)) shall
be sufficient in size and scope to accommodate both the Plant and the potential
future build out of a Battery Storage Facility (whether the Parties agree to develop
the battery storage facilities or not). Seller acknowledges and agrees that Buyer’s
potential ability to add a Battery Storage Facility under Section 2.12 and the
obligation to size the Site accordingly in this Section 4.2(g) are material
inducements to Buyer to enter into this Agreement.
(h) Modification of Site. Seller shall not modify the Site without the prior written
consent of Buyer, which consent shall not be unreasonably withheld, conditioned
or delayed. With respect to any proposed Site modification Seller shall provide
written notice to Buyer describing the proposed Site modification, the reasons
therefor, and the extent of any impact such modification would have upon any and
all of the Milestones and including a revised Exhibit A reflective of the proposed
modification. Seller shall provide Buyer with other relevant information
reasonably requested by Buyer regarding the proposed Site modification. At all
times during this Agreement, Seller covenants that the Site (and any proposed Site
modification) shall be sufficient in size and scope to accommodate both the Plant
and a potential future build out the Battery Storage Facility as contemplated by
Section 2.12 (whether the Parties agree to develop the battery storage facilities or
not). Notwithstanding any provision to the contrary, any fees and costs related to
modifications contemplated by this Section 4.2(h) shall be subject to Section
10.12(a).
(i) Final Site Drawings. Seller shall provide to Buyer final Site Drawings ninety (90)
days prior to the Commercial Operation Date.
POWER PURCHASE AGREEMENT - Page 34 of 65
4.3 Construction Milestones.
(a) Seller Pursuit of Milestones. The Parties agree that time is of the essence in the
performance of Seller’s obligations under this Agreement. The Parties further
agree that the Milestones must be achieved in a timely fashion or Buyer shall suffer
damages which are difficult to estimate with reasonable certainty. Upon request,
Seller shall promptly provide Buyer with documentation satisfactory to Buyer,
acting in the reasonable exercise of Buyer’s discretion, to support the progress,
status and achievement of the Milestones by the dates set forth below (in addition to
the reports, notices, updates, certifications, documentation and materials described
in this Section 4.3 below).
(b) Individual Milestones. Seller covenants that it shall diligently pursue to
completion each of the following Milestones:
(i) By December 22, 2017, Seller shall have executed and delivered to Buyer
the Interconnection Agreement for the Plant (the “Interconnection
Agreement Milestone”);
(ii) By August 28, 2019, Seller shall have obtained the Conditional Use Permit
necessary, in final form, to commence construction of the Plant (the
“Conditional Use Permitting Milestone”);
(iii) By August 28, 2019, Seller shall have obtained all Permits necessary, in
final form, to commence construction of the Plant (the “Permitting
Milestone”);
(iv) By October 15, 2019, Seller shall have arranged for the financing of the
construction of the Plant or otherwise make funds available to commence
and complete construction (the “Financing Milestone”);
(v) By August 3, 2020, Seller shall have commenced construction of the Plant
(the “Construction Milestone”);
(vi) By June 1, 2021, Seller shall deliver the COD Certification to Buyer (the
“Commercial Operation Milestone”); and
(vii) By August 1, 2021, Seller shall have obtained a Full Capacity Deliverability
Status Finding from the CAISO (the “FCDS Finding Milestone”).
(c) Development Progress Reports. Seller shall regularly provide to Buyer
Development Progress Reports concerning the progress towards construction and
completion of each of the Milestones (including whether Seller has met or is on
target to meet each of the Milestones), which shall be substantially similar in form
and substance to that attached as Exhibit E, and include such additional information
as reasonably required by Buyer in its sole discretion. Seller shall also agree to
meetings between representatives of Buyer and Seller to review such monthly
reports and discuss Seller’s construction progress, as Buyer may request from time
POWER PURCHASE AGREEMENT - Page 35 of 65
to time. Seller shall deliver the Development Progress Report to Buyer describing
activities for the applicable Report Period no less frequently than:
(i) From the Execution Date until completion of the Interconnection
Agreement Milestone, on a bi-annual basis, with the first Development Progress
Report due under this Section 4.3(c)(i) on the date that is six (6) months after the
Execution Date and with each subsequent Development Progress Report due under
this Section 4.3(c)(i) on the date that is the six (6) calendar month anniversary of
the prior due date;
(ii) From the Interconnection Agreement Milestone until Seller delivers the
Notice to Proceed to the EPC Contractor for the Plant, on a quarterly basis, with the
first Development Progess Report due under this Section 4.3(c)(ii) on the date that
is fifteen (15) days after the close of the first full calendar quarter following Seller’s
achievement of the Interconnection Agreeent Milestone and with each subsequent
Development Progress Report due under this Section 4.3(c)(ii) on the date that is
fifteen (15) days after the close of each calendar quarter thereafter;
(iii) From the date Seller delivers the Notice to Proceed to the EPC Contractor
for the Plant until achievement of all Milestones, on a monthly basis, with the first
Development Progress Report due under this Section 4.3(c)(iii) on the date that is
fifteen (15) days after the close of the first full calendar month following Seller’s
delivery of the Notice to Proceed to the EPC Contractor for the Plant and with each
subsequent Development Progress Report due under this Section 4.3(c)(iii) on the
date that is fifteen (15) days after the close of each month thereafter. (d) Notice
of Commercial Operation Date and COD Certification. Seller shall provide written
notice to Buyer thirty (30) calendar days in advance of the anticipated Commercial
Operation Date, and shall provide Buyer with written weekly updates thereafter
detailing the status of Seller’s progress in achieving Commercial Operation until
the week preceding the Commercial Operation Date. Once Commercial Operation
of the Plant has commenced, Seller shall deliver to Buyer by electronic mail or
facsimile, with originals to follow by hand-delivery, courier or mail service, the
COD Certification in the form attached hereto as Exhibit E-2, which date of
delivery shall establish the Commercial Operation Date as described in the COD
Certification.
(e) Certification of Completion of Milestone. Within five (5) Business Days of the
completion of each Milestone (except for the Commercial Operation Milestone
which certification is described in subsection (d) above), Seller shall provide a
certification to Buyer (along with any relevant supporting documentation), stating
Seller’s achievement or satisfaction of each such Milestone. In addition, Seller
shall provide to Buyer additional information concerning Seller’s progress towards,
or confirmation of, achievement of the Milestones, as Buyer may reasonably
request from time to time.
(f) Notice of Failure to Achieve Milestone. Upon becoming aware that it shall, or is
reasonably likely to, fail to achieve any Milestone by the required date, for any
POWER PURCHASE AGREEMENT - Page 36 of 65
reason including a Force Majeure Event, Seller shall so notify Buyer, in writing, as
soon as is reasonably practical. Such notice shall provide information regarding the
cause of the delay, provide a revised estimated date for achievement of the
Milestone(s), and otherwise describe Seller’s plan for meeting the Milestone(s).
Seller’s notice shall also explain any impact such delay may or shall have on any
other Milestone, and measures to be taken to mitigate such impact.
4.4 Milestone Excused Delay and Liquidated Damages.
(a) Permitted Extensions to Milestones. In the event that a Force Majeure Event
causes a delay to the achievement of any Milestone then, and in each such case,
each Milestone deadline may be extended by that number of calendar days the
applicable Force Majeure Event actually delays completion of such Milestone.
For the avoidance of doubt, any extension of the deadline for one Milestone shall
not extend the deadline for completion of any other Milestones. Notwithstanding
the foregoing,
(i) in no event shall the combined extensions under this Section 4.4(a) for any
individual Milestone arising from Force Majeure Events exceed six (6) months in
the aggregate;
(ii) in no event shall the combined extensions under this Section 4.4(a) for all
Milestones combined arising from Force Majeure Events exceed twelve (12)
months in the aggregate; and
(iii) if on any given day two or more events cause delay to a Milestone at the same
time (i.e., occur concurrently), Seller shall only be entitled to one (1) day of delay
for such day.
(b) More Than Six (6) Months Excused Extensions; Daily LD Amount. If the
combined excused extensions for any individual Milestone exceed six (6) months
in the aggregate as set forth in Section 4.4(a)(i), Seller shall be liable to Buyer for
liquidated damages for each day or portion of a day of unexcused delay in an
amount equal to the Daily LD Amount. In Buyer’s sole discretion, Buyer shall be
entitled to collect the Daily LD Amount for the relevant number of unexcused days
of delay on a monthly basis within ten (10) days of Seller’s receipt of an invoice
from Buyer therefor by one or more of the following:
(i) drawing upon the Development Assurance or Interim Assurance, as applicable
(which shall be subject to the replenishment provisions set forth in Section 9.2(a)(i)
or (ii), respectively);
(ii) receiving payments from Seller; and/or
(iii) setting off against any amounts owed to Seller by Buyer for the purchase of
Output hereunder under Section 3.3.
POWER PURCHASE AGREEMENT - Page 37 of 65
So long as Seller timely pays and continues to pay any and all of the Daily LD
Amount when due, Buyer shall not be permitted to terminate this Agreement for up
to twelve (12) months. The Parties agree that Buyer’s receipt of the Daily LD
Amount shall (x) not be construed as Buyer’s declaration that an Event of Default
has occurred under any provision of Article VII and (y) not limit Buyer’s right to
receive a Termination Payment or Damage Payment, as applicable, upon exercise
of Buyer’s default right pursuant to Article VII. Each Party agrees and
acknowledges that (I) the damages that Buyer would incur due to Seller’s delay in
achieving the Milestones would be difficult or impossible to predict with certainty
and (II) the Daily LD Amount is an appropriate approximation of such damages.
(c) More than Twelve (12) Months Excused Extensions or Non-Payment of Daily LD
Amount; Termination of Agreement. If for all Milestones the combined excused
extensions exceed twelve (12) months in the aggregate as described in Section
4.4(a)(ii), or if for any reason Seller fails to pay, or discontinues paying, any or all
of the Daily LD Amount when due, Buyer may terminate this Agreement by
written notice to Seller. This twelve (12) month period shall not be further extended
as a result of a Force Majeure Event, including a Force Majeure Event as
contemplated by Section 6.3. In Buyer’s sole discretion, Buyer shall be entitled to
collect the Damage Payment within ten (10) days of Seller’s receipt of an invoice
from Buyer therefor by one or more of the following:
(i) drawing upon the Development Assurance (which shall be subject to the
replenishment provision set forth in Section 9.2(a)(i));
(ii) receiving payments from Seller within ten (10) days of receipt of an invoice
from Buyer therefor; and/or
(iii) setting off against any amounts owed to Seller by Buyer for the purchase of
Output hereunder as set forth in Section 3.3.
If Seller fails to achieve the Milestones, including the Construction Milestone and
Commercial Operation Milestone, as permitted in and limited by the performance
excuse provisions set forth in this Section 4.4, only the damages or remedy set forth
in this Section 4.4(c), and no other, shall be available to Buyer; provided that, the
Parties agree that the prior sentence shall not in any way limit Buyer’s right to
receive a Damage Payment or Termination Payment, as applicable, including for
failure to achieve the Construction Milestone or Commercial Operation Milestone,
for any reason other than as described in this Section 4.4, including exercise of
Buyer’s default right pursuant to Article VII.
4.5 Obligation to Schedule and Deliver.
(a) Appointment of Scheduling Coordinator. As of the Execution Date, Buyer hereby
appoints Seller to act on behalf of Buyer as its Scheduling Coordinator under this
Agreement for the transmission, delivery and receipt of Output from the Plant
at the Point of Interconnection in accordance with all applicable CAISO and related
POWER PURCHASE AGREEMENT - Page 38 of 65
rules and protocols. At least ninety (90) days before the beginning of delivery of
Test Energy, Seller shall take all actions and execute and deliver to Buyer or the
CAISO all documents necessary to become and act as Buyer’s Scheduling
Coordinator. Seller as Scheduling Coordinator shall do all things reasonably
needed to comply with any obligations, and minimize any potential liability, under
the CAISO Tariff. Seller represents, warrants and certifies that Seller shall be
certified by the CAISO as a qualifying Scheduling Coordinator so long as it
provides Scheduling Coordinator Functions on behalf of Buyer for the Plant. Seller
as Buyer’s Scheduling Coordinator shall comply with all Scheduling Coordinator
Functions under the CAISO Tariff and shall conduct all scheduling for the Plant in
full compliance with the terms and conditions of this Agreement and the applicable
CAISO Tariff, all requirements of EIRP (if applicable) and protocols and
scheduling practices for Energy on a Day-Ahead basis or pursuant to the
Hour-Ahead Scheduling Process, as such terms are defined in the CAISO Tariff,
and the scheduling protocols attached hereto as Exhibit D. Commercial
arrangements for such transmission and delivery services shall be coordinated and
settled by the Scheduling Coordinator directly with the CAISO or other third
parties. Seller shall act as Scheduling Coordinator, and perform any and all duties
and responsibilities related thereto, at Seller’s own expense and at no charge to
Buyer at all time during its appointment as Scheduling Coordinator hereunder.
Buyer may at any time during the Term in its sole discretion and for any reason
replace Seller as Scheduling Coordinator (or any subsequent Scheduling
Coordinator) for the Plant with another Scheduling Coordinator upon fifteen (15)
days advance written notice; provided that in such event the Scheduling
Coordinator being replaced shall within ten (10) days of receipt of such notice
provide copies of all scheduling-related records, data, history and information to
the replacement Scheduling Coordinator simultaneously with written certification
of provision of the same to Buyer.
(b) General Confirmations. The Parties acknowledge their general understanding and
intent, subject to the terms and conditions of this Agreement, as follows:
(i) Seller shall use all reasonable efforts consistent with Prudent Utility
Practice to maximize the Output;
(ii) Seller shall be responsible to arrange for, and shall bear all risks associated
with, delivery of all Output to the Point of Interconnection;
(iii) Buyer shall be obligated to pay for all Output delivered to the Point of
Interconnection (subject to Section 2.4(a)); and
(iv) Buyer shall be responsible to arrange for, and shall bear all risks associated
with, acceptance and transmission of Output at and from the Point of
Interconnection.
(c) Curtailment Rights.
POWER PURCHASE AGREEMENT - Page 39 of 65
(i) Mandatory Dispatch Down Periods. Seller shall reduce delivery amounts
as directed by the CAISO, Participating TO, or any successor thereof during
any Dispatch Down Period. For the avoidance of doubt, Buyer shall not be
required to pay Seller for the Output that Seller could have delivered to
Buyer but for such order.
(ii) Discretionary Curtailment.
(A) Buyer may require Seller to curtail deliveries of Output from the
Plant to the Point of Interconnection for any reason in Buyer’s sole
discretion (a “Discretionary Curtailment”) by delivering a
dispatch notice to Seller, provided that (1) such Discretionary
Curtailments shall be limited to a total of not more than twenty-five
percent (25%) of the Expected Annual Energy Production, with the
first fifty (50) hours of such amount in each Contract Year at no
charge to Buyer, and (2) the dispatch notices shall be consistent with
the operational characteristics set forth in Exhibit D. Seller shall
reduce the Plant’s delivered Output by the amount and for the period
set forth in each dispatch notice.
(B) In addition to paying Seller for all Output actually delivered and not
curtailed hereunder (subject to Section 2.4 and the adjustments in
(a) and/or (b)), Buyer shall pay Seller, on the date payment would
otherwise be due in respect of each month in which any
Discretionary Curtailment occurred after giving effect to the
maximum of fifty (50) hours of no-charge curtailment specified in
Section 4.5(c)(ii)(A)(1), an amount equal to (1) the amount of
Output that Seller could reasonably have delivered to Buyer but for
such Discretionary Curtailment multiplied by (2) the Price, the
Over-Production Energy Price and/or the Pre-FCDS Price, as
applicable.
(iii) Failure to Comply. If Seller fails to comply with a dispatch notice that
meets the requirements for a Discretionary Curtailment, then, for the
amount of Output (measured in MWhs of Output) that the Plant delivered in
contradiction to the dispatch notice, Seller shall pay Buyer the greater of:
(A) Two hundred percent (200%) of the aggregate Price for such MWhs
plus any penalties or other charges actually incurred resulting from
Seller’s failure to comply with the dispatch notice; and
(B) the CAISO’s Real-Time Market price for the applicable PNode for
such MWhs plus any penalties or other charges actually incurred
resulting from Seller’s failure to comply with the dispatch notice.
(d) Eligible Intermittent Resource; Participating Intermittent Resource; and Forecast
Fee.
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(i) EIRP. Unless the Plant is not EIRP-eligible or as otherwise directed by
Buyer pursuant to Section 2.2(b)(ii)(gg), (i) Seller shall provide Buyer with a copy
of the notice from CAISO certifying the Plant as a Participating Intermittent
Resource as soon as practicable after Seller’s receipt of such notice of certification,
(ii) as of the first date of delivery of Test Energy and until the Plant receives
certification as a Participating Intermittent Resource, Seller, at its sole cost, shall
comply with EIRP and additional protocols issuec by the CAISO for Eligible
Intermittent Resources, and (iii) throughout the Delivery Term, Seller, at its sole
cost, shall participate in and comply with EIRP and all additional protocols issued
by the CAISO for a Participating Intermittent Resource. If the EIRP is no longer
made available by the CAISO or if Buyer directs Seller not to participate in such
program, then throughout the Delivery Term, Seller, at its sole cost, shall
participate in and comply with all other protocols, rules or regulations issued by the
CAISO for generating facilities providing energy on an intermittent basis.
Throughout the Delivery Term, Buyer in its limited capacity as Seller’s Scheduling
Coordinator shall facilitate communication with the CAISO and provide other
administrative materials to CAISO as necessary to satisfy Seller’s obligations as
Seller’s Scheduling Coordinator .
(ii) Forecast Fee. As an Eligible Intermittent Resource, the Scheduling
Coordinator shall schedule Plant Output based upon a day-ahead and hour-ahead
forecast developed by the CAISO (the “Forecasting Service”).
Seller shall bear all forecast fees imposed by the CAISO for use of the Forecasting
Service or any successor CAISO forecasting service up to and including
$0.10/MWh (irrespective of whether Seller uses its own forecasting service in
addition to the Forecasting Service). If such fees exceed this amount, the Parties
shall each be responsible for, and each agrees to pay, fifty percent (50%) of such
excess. Seller agrees to provide the Forecasting Service with sufficient data to
support a reasonably accurate and unbiased forecast with respect to the Output to be
sold by Seller to Buyer. To the extent the CAISO no longer provides the
Forecasting Service (or a successor Forecasting Service) for the Plant Output,
Seller and Buyer shall promptly coordinate to develop an alternative source for
day-ahead and hour-ahead forecast information to be used by the Scheduling
Coordinator for scheduling Plant Output.
4.6 Output Obligations, Performance LDs and Buyer’s Right to Operate.
(a) Two (2) Year Minimum Production Threshold. Seller guarantees that the
Calculation Period Deemed Delivered Energy Production for each Calculation
Period shall be no less than the Two (2) Year Minimum Production Threshold for
such Calculation Period in accordance with this Section 4.6. No less frequently
than quarterly during each year, Seller shall calculate and provide notice to Buyer
of the then-cumulative amount of the Seller Excused Energy Amount for such year,
along with an explanation in reasonable detail of the calculation thereof based on
historical Plant data, meteorological data, Output projections (including by the
CAISO, if applicable) and other relevant data. The calculation shall be subject to
POWER PURCHASE AGREEMENT - Page 41 of 65
review and approval by Buyer.
(b) Performance LDs. If, for any Calculation Period, the Calculation Period Deemed
Delivered Energy Production is less than the Two (2) Year Minimum Production
Threshold (any such shortfall, in MWh, a “Shortfall”), then Seller may cure such
Shortfall by paying or crediting Buyer liquidated damages based on the amount of
such Shortfall in an amount equal to (i) the amount of such Shortfall multiplied by
(ii) the per MWh Price in this Agreement multiplied by (iii) a factor of 1.2
(“Performance LDs”). In Buyer’s sole discretion, Buyer shall be entitled to collect
Performance LDs within ten (10) days of Seller’s receipt of an invoice from Buyer
therefor by one or more of the following:
(i) drawing upon the Performance Assurance (which shall be subject to the
replenishment provision set forth in Section 9.2(a)(iii);
(ii) receiving payments from Seller on a monthly basis within ten (10) days of
receipt of an invoice from Buyer therefor; and/or
(iii) setting off against any amounts owed to Seller by Buyer for the purchase of
Output hereunder as set forth in Section 3.3.
If for any Calculation Period Seller is obligated to pay or credit any Shortfall
damages hereunder, then, for purposes of calculating the Calculation Period
Deemed Delivered Energy Production for the immediately succeeding Calculation
Period, the amount of the Calculation Period Deemed Delivered Energy Production
for the first year in such succeeding Calculation Period shall be deemed to be equal
to the greater of (a) the actual Calculation Period Deemed Delivered Energy
Amount for such first year, or (b) eighty percent (80%) of the Calculation Period
Expected Annual Energy Production for such first year.
Except as otherwise expressly stated in this Section 4.6(b), the Performance LDs
shall be Buyer’s sole monetary remedy for any Shortfall or failure to produce the
Output or failure to maintain any specified Two Year Minimum Production
Threshold (subject to Buyer’s right to operate in Section 4.6(c)). The Parties agree
that Buyer’s receipt of the Performance LDs shall (x) not be construed as Buyer’s
declaration that an Event of Default has occurred under any provision of Article VII
and (y) not limit Buyer’s right to receive a Termination Payment upon exercise of
Buyer’s default right pursuant to Article VII. Each Party agrees and acknowledges
that (I) the damages that Buyer would incur due to Shortfall would be difficult or
impossible to predict with certainty and (II) the Performance LDs are an
appropriate approximation of such damages.
(c) [Reserved].
POWER PURCHASE AGREEMENT - Page 42 of 65
ARTICLE V
BUYER’S OBLIGATIONS
5.1 Delivery and Transmission.
Except for Seller’s obligations pursuant to Sections 3.1, 4.1(k), 4.1(l) and 4.5(d), Buyer
shall be solely responsible for paying costs and charges associated with the delivery and
receipt of the Output under this Agreement at the Point of Interconnection and for the
transmission and delivery of the Output from the Point of Interconnection to any other
point downstream of the Point of Interconnection (including, without limitation,
transmission costs and charges, competition transition charges, applicable control area
service charges, transmission congestion charges, inadvertent energy flows, any other
CAISO charges related to the transmission of such Output by the CAISO and any charge
assessed or collected in the future pursuant to any utility tariff or rate schedule, however
defined, for transmission or transmission-related service rendered by or for any
transmission-owning or operating entity). If and to the extent that Seller fails to comply
with the notice provisions in Section 4.1(g) concerning Forced Outages or with its
obligations as outlined in the previous sentence, Seller shall be wholly responsible for all
imbalances, deviations, or any other CAISO charges or penalties associated with such
Forced Outage or CAISO Tariff obligation (it being understood, however, that all such
charges and penalties (if any) shall be borne by Buyer if Seller has not failed to comply
with such provisions or obligations).
5.2 Taxes.
Buyer shall pay and be fully responsible for any sales, use, gross receipts, utility or other
taxes, assessments or fees, if any, incurred or imposed on the sale or transfer of Output
from Seller to Buyer under this Agreement. Buyer shall not be responsible for any taxes
measured on the net income of Seller, ad valorem taxes paid by Seller that are associated
with Seller’s rights and privileges relating to the Site or any taxes imposed as a result of
Seller’s corporate structure, including, without limitation, limited liability company or
other entity fees and taxes.
5.3 Notification of Transmission Outages.
Buyer shall exercise reasonable efforts to provide Seller with as much advance notice as
practicable of any Forced Outages on the Participating TO System or other transmission or
delivery facilities which is reasonably likely to result in a Dispatch Down Period.
POWER PURCHASE AGREEMENT - Page 43 of 65
ARTICLE VI
FORCE MAJEURE
6.1 Remedial Action.
Subject to the limitation on extensions of Milestones set forth in Section 4.4(a), a Party
shall not be liable to the other Party if the Party is prevented from performing its
obligations hereunder due to a Force Majeure Event. The Party rendered unable to fulfill
an obligation by reason of a Force Majeure Event shall take all action necessary to remove
such inability with all due speed and diligence. The non-performing Party shall be prompt
and diligent in attempting to mitigate the effects of and to remove the cause of its failure to
perform, and nothing herein shall be construed as permitting that Party to continue to fail to
perform after said cause has been removed. Notwithstanding the foregoing, the existence
of a Force Majeure Event shall not excuse any Party from its obligations to make payment
of amounts due hereunder.
6.2 Notice.
In the event of any delay or nonperformance resulting from a Force Majeure Event, the
Party suffering the Force Majeure Event shall, as soon as practicable under the
circumstances, notify the other Party, in writing, of the nature, cause, date of
commencement thereof and the anticipated extent of any delay or interruption in
performance.
6.3 Termination Due To Force Majeure Event.
If a Party is prevented in any material respect from performing any material obligations
under this Agreement solely due to a Force Majeure Event lasting for a period of twelve
(12) consecutive months or longer, the unaffected Party may terminate this Agreement,
without liability of either Party to the other, upon thirty (30) calendar days’ prior written
notice at any time following expiration of such period of twelve (12) consecutive months.
In such event, Buyer shall promptly return to Seller all Development Assurance, Interim
Assurance or Performance Assurance, as applicable, less any LD Amount paid by or due
and payable by Seller prior to the date of such termination for reasons unrelated to this
Section 6.3. For the avoidance of doubt, this Section 6.3 shall not affect the rights and
remedies associated with any other termination rights set forth in this Agreement.
POWER PURCHASE AGREEMENT - Page 44 of 65
ARTICLE VII
DEFAULT, REMEDIES AND TERMINATION
7.1 Events of Default by Buyer.
The following shall each constitute an “Event of Default” by Buyer:
(a) Buyer breaches any material obligation or covenant (other than one covered by
Section 7.1(b) or (c) of this Agreement) and fails to cure such breach within thirty
(30) calendar days after written notification of breach by Seller or, if the breach
cannot be cured within thirty (30) calendar days, such longer period as may be
necessary to cure such breach as long as Buyer is exercising diligent efforts to cure
such breach;
(b) Buyer fails to make any payment when due under this Agreement within thirty (30)
calendar days after written notice that such payment is due; or
(c) Buyer becomes Bankrupt.
7.2 Events of Default by Seller.
The following shall each constitute an “Event of Default” by Seller:
(a) Seller breaches any material obligation or covenant (other than ones covered by
Sections 7.2(b) through and including (k) of this Agreement or for which a remedy
is specified) and fails to cure such breach within thirty (30) calendar days after
written notification of breach by Buyer or, if the breach cannot be cured within
thirty (30) calendar days, such longer period as may be necessary to cure such
breach as long as Seller is exercising diligent efforts to cure such breach;
(b) Seller fails to make any payment when due under this Agreement within fifteen
(15) calendar days after written notice that such payment is due;
(c) Seller becomes Bankrupt;
(d) Seller consolidates or amalgamates with, or merges with or into, or transfers all or
substantially all of its assets to, another entity and, at the time of such consolidation,
amalgamation, merger or transfer, the resulting, surviving or transferee entity fails
to assume all the obligations of Seller under this Agreement to which it or its
predecessor was a party by operation of Law or pursuant to an agreement
reasonably satisfactory to Buyer;
(e) Seller sells or transfers the Output (or any individual component thereof),
Expansion Plant Output (or any individual component thereof), if any, the right to
the Output (or any individual component thereof), or the right to the Expansion
Plant Output (or any individual component thereof) to the extent that such
Expansion Plant Output is purchased by Buyer, to any Person other than Buyer.
POWER PURCHASE AGREEMENT - Page 45 of 65
(f) Seller fails to comply with the terms of Buyer’s right of first refusal as described in
Section 2.4(a) or 2.10 of this Agreement;
(g) Subject to Section 4.4, Seller fails, for any reason other than an unauthorized act or
omission by Buyer, to achieve the Construction Milestone;
(h) Subject to Section 4.4, Seller fails, for any reason other than an unauthorized act or
omission by Buyer, to achieve the Commercial Operation Milestone;
(i) If at any time during the Term of this Agreement, Seller delivers or attempts to
deliver to the Point of Interconnection for sale under this Agreement Output that
was not generated by the Plant;
(j) Failure by Seller to satisfy the creditworthiness or collateral requirements agreed to
pursuant to Sections 9.1, 9.2 or 9.3 of this Agreement; or
(k) Failure by Seller to achieve the Contract Delivery Start Date.
7.3 Termination for Default.
(a) Declaration of Early Termination Date. If an Event of Default with respect to a
defaulting Party shall have occurred, is continuing and has not been cured, the other
Party (the “Non-Defaulting Party”) shall have the right to:
(i) send notice, designating a day, no earlier than ten (10) calendar days after
the day such notice is deemed to be received as an early termination date of
this Agreement (“Early Termination Date”) on which to (A) collect the
Damage Payment if any Event of Default arose at any time prior to the
commencement of the Delivery Term, including an Event of Default
pursuant to Section 7.2(j), or (B) collect the Termination Payment (which
shall be calculated in accordance with Section 7.3(b)) if any Event of
Default arose during the Delivery Term;
(ii) accelerate all amounts owing between the Parties, terminate this Agreement
and end the Delivery Term effective as of the Early Termination Date;
(iii) withhold any payments due to the Defaulting Party under this Agreement;
(iv) suspend performance;
(v) exercise its rights pursuant to Section 9.1 of this Agreement to draw upon
and retain Development Assurance, Interim Assurance or Performance
Assurance, as applicable; and
(vi) exercise any other right or remedy available at Law or in equity to the extent
otherwise permitted under this Agreement.
(b) Calculation of Termination Payment.
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(i) The Non-Defaulting Party shall calculate, in a commercially reasonable
manner, a Termination Payment as of the Early Termination Date. Third
parties supplying information for purposes of the calculation of Gains or
Losses may include dealers in the relevant markets, end-users of relevant
output, information vendors and other sources of market information. If the
Non-Defaulting Party uses the market price for a comparable transaction to
determine the Gains or Losses, such price should be determined by using
the average of market quotations provided by three (3) or more bona fide
unaffiliated market participants. If the number of available quotes is three,
then the average of the three quotes shall be deemed to be the market price.
Where a quote is in the form of bid and ask prices, the price that is to be
used in the averaging is the midpoint between the bid and ask price. The
quotes obtained shall be: (i) for a like amount, (ii) of the same Output, (iii)
at the same (or a reasonably equivalent) PNode, and (iv) for the remainder
of the Delivery Term, or in any other commercially reasonable manner.
(ii) If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses
and Costs, if any, resulting from such termination of this Agreement, the
amount of the Termination Payment shall be zero.
(iii) The Non-Defaulting Party shall not have to enter into replacement
transactions to establish a Termination Payment.
(iv) The Termination Payment shall be the sole and exclusive remedy available
to the Non-Defaulting Party in connection with its termination of this
Agreement if any Event of Default arose during the Delivery Term, and
shall not include consequential, incidental, punitive, exemplary, indirect or
business interruption damages.
(c) Notice of Termination Payment. As soon as practicable after notice of termination,
notice shall be given by the Non-Defaulting Party to the Defaulting Party of the
amount of the Termination Payment due from the Defaulting Party to the
Non-Defaulting Party, if any. The notice shall include a written statement
explaining in reasonable detail the calculation of such amount and the sources for
such calculation. The Termination Payment shall be made to the Non-Defaulting
Party fifteen (15) calendar days after such termination payment notice is effective.
(d) Disputes Regarding Termination Payment. If the Defaulting Party disputes the
Non-Defaulting Party’s calculation of the Termination Payment, in whole or in
part, the Defaulting Party shall, within ten (10) calendar days of receipt of the
Non-Defaulting Party’s calculation of the Termination Payment, provide to the
Non-Defaulting Party a detailed written explanation of the basis for such dispute.
Following delivery of such a notice, disputes regarding the Termination Payment
shall be resolved in accordance with Section 10.10.
(e) Damage Payment. The Parties agree that the Damage Payment to be paid by Seller
for any Event of Default arising prior to the commencement of the Delivery Term
POWER PURCHASE AGREEMENT - Page 47 of 65
shall be considered liquidated damages and not a penalty, in accordance with
Section 7.4(D) and subject to Section 7.4(B).
7.4 Limitation of: Remedies, Liability and Damages.
(A) THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND
MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY
THE ESSENTIAL PURPOSES HEREOF.
(B) EXCEPT AS OTHERWISE PROVIDED HEREIN, THE RIGHTS AND
REMEDIES OF A PARTY PURSUANT TO THIS ARTICLE VII SHALL BE
CUMULATIVE AND IN ADDITION TO THE RIGHTS OF THE PARTIES
OTHERWISE PROVIDED IN THIS AGREEMENT.
(C) FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY
OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR
MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE
REMEDY, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET
FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES
AT LAW OR IN EQUITY ARE WAIVED, UNLESS THE PROVISION
PROVIDES THAT THE EXPRESS REMEDIES ARE IN ADDITION TO
OTHER REMEDIES THAT MAY BE AVAILABLE.
(D) IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED
HEREIN, THE OBLIGOR’S LIABILITY SHALL BE LIMITED TO DIRECT
ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL
BE THE SOLE AND EXCLUSIVE REMEDY AND ALL SUCH OTHER
REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED UNLESS
EXPRESSLY HEREIN PROVIDED. NEITHER PARTY SHALL BE LIABLE
TO THE OTHER PARTY UNDER THIS AGREEMENT FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL
DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOSS OF
REVENUES, LOSS OF PROFIT, OR OTHER BUSINESS INTERRUPTION
DAMAGES, INTEREST CHARGES, COST OF CAPITAL OR CLAIMS OF ITS
CUSTOMERS OR MEMBERS TO WHICH SERVICE IS MADE, BY
STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY
PROVISION OR OTHERWISE EXCEPT TO THE EXTENT PART OF AN
EXPRESS REMEDY OR MEASURE OF DAMAGES HEREIN. EXCEPT AS
SET FORTH IN ARTICLE IX AND EXCEPT TO THE EXTENT SELLER
VIOLATES ITS UNDERTAKING NOT TO PROVIDE OR SELL RIGHTS TO
PART OR ALL OF THE OUTPUT OR EXPANSION PLANT OUTPUT, IF
ANY, TO A PARTY OTHER THAN BUYER (EXCEPT AS SET FORTH IN
SECTION 2.4(A)), SELLER SHALL NOT BE LIABLE TO BUYER FOR
FAILURE TO PROVIDE ANY SPECIFIC AMOUNT OF OUTPUT
HEREUNDER.
POWER PURCHASE AGREEMENT - Page 48 of 65
(E) THE PARTIES ACKNOWLEDGE AND AGREE THAT THE (I) THE DAILY
LD AMOUNT SET FORTH IN SECTION 4.4(b), (II) THE DAMAGE
PAYMENT SET FORTH IN SECTION 4.4(c), (III) THE DAMAGE PAYMENT
SET FORTH IN SECTION 7.3(a)(i)(B), AND (IV) THE PERFORMANCE LDS
SET FORTH IN SECTION 4.6(b); ARE EACH REASONABLE AND
REPRESENT A FAIR AND GENUINE ESTIMATE OF THE DAMAGES THAT
WOULD OCCUR RELATED TO THE EVENTS DESCRIBED THEREIN. THE
PARTIES ACKNOWLEDGE THAT IT WOULD BE IMPRACTICABLE OR
EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES IN SUCH
CIRCUMSTANCES, AND THEREFORE THEY HAVE DEEMED THE
LIQUIDATED DAMAGES SET FORTH ABOVE TO BE THE AMOUNT OF
DAMAGE SUSTAINED BY BUYER OR SELLER UPON THE OCCURRENCE
OF SUCH CIRCUMSTANCES. THE PARTIES FURTHER AGREE THAT
PAYMENT OF SUCH AMOUNTS SHALL BE AS AND FOR LIQUIDATED
DAMAGES AND NOT AS A PENALTY AND ARE THEREFORE NOT
SUBJECT TO AVOIDANCE UNDER CALIFORNIA CIVIL CODE SECTION
1671.
ARTICLE VIII
REPRESENTATIONS AND WARRANTIES
8.1 Seller’s Representations and Warranties.
In addition to the representations and warranties set forth in other sections of this
Agreement, Seller represents and warrants to Buyer that as of Seller Execution:
(a) Seller is duly organized and validly existing as a limited liability company under
the laws of Delaware, and has the lawful power to engage in the business it
presently conducts and contemplates conducting in this Agreement, and Seller is
duly qualified in California and each jurisdiction wherein the nature of the business
transacted by it makes such qualification necessary;
(b) Seller has the legal power and authority to make and carry out this Agreement and to
perform its obligations hereunder; all such actions have been duly authorized by all
necessary proceedings on its part;
(c) Either:
(1) the Plant shall on the Commercial Operation Date be a "qualifying small
power production facility" (“QF”) as that term is defined in Section
3(17)(C) of the Federal Power Act (“FPA”) and shall be entitled to all of the
exemptions from regulation provided in 18 CFR §§ 292.601(c) and 292.602
applicable to a QF with the capacity of the Plant; and (B) no approval
POWER PURCHASE AGREEMENT - Page 49 of 65
(except with respect to "qualifying small power production facility" status
and market-based rate authorization under Section 205 of the FPA) with
respect to this Agreement is required from FERC; or
(2) Seller shall on the Commercial Operation Date be an "exempt wholesale
generator" as that term is defined in Section 1262(6) of the Public Utility
Holding Company Act of 2005, and (B) no approval (except with respect to
“exempt wholesale generator" status and market based rate authorization
under Section 205 of the FPA) with respect to this Agreement is required
from FERC. In the event that the Plant is not a "qualifying small power
production facility" that is exempt from Sections 205 and 206 of the FPA on
the Commercial Operation Date or any date thereafter, Seller shall make
appropriate filings under the Federal Power Act within sixty (60) calendar
days so as to comply with applicable law, subject at all times to the
provisions of Section 10.19 of this Agreement;
(d) The execution, delivery and performance of this Agreement by Seller shall not
conflict with its governing documents, any applicable laws, or any covenant,
agreement, understanding, decree or order to which Seller is a party or by which it
is bound or affected;
(e) This Agreement has been duly and validly executed and delivered by Seller and, as
of Seller Execution, constitutes a legal, valid and binding obligation of Seller,
enforceable in accordance with its terms against Seller, except to the extent that its
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the rights of creditors generally or by
general principles of equity;
(f) There are no actions, suits, proceedings or investigations pending or, to the
knowledge of Seller, threatened, in writing, against Seller or any of its affiliates, at
law or in equity, before any Governmental Authority, which individually or in the
aggregate are reasonably likely to have a materially adverse effect on the business,
properties or assets or the condition, financial or otherwise, of Seller, or to result in
any impairment of Seller’s ability to perform its obligations under this Agreement;
(g) It is not Bankrupt and there are no proceedings pending or being contemplated by it
or any of its affiliates, or, to its knowledge, threatened against it or its affiliates
which would result in it being or becoming Bankrupt; and
(h) It is, or shall be deemed for all purposes to be, a forward contract merchant within
the meaning of the U.S. Bankruptcy Code (as in effect as of the Execution Date of
this Agreement).
POWER PURCHASE AGREEMENT - Page 50 of 65
8.2 Buyer Representations and Warranties.
Buyer represents and warrants to Seller that as of the Execution Date:
(a) Buyer is a municipal corporation, duly organized and validly existing, and has the
lawful power to engage in the business it presently conducts and contemplates
conducting in this Agreement;
(b) Buyer has the legal power and authority to make and carry out this Agreement and
to perform its obligations hereunder and all such actions have been duly authorized
by all necessary proceedings on its part;
(c) The execution, delivery and performance of this Agreement by Buyer shall not
conflict with its governing documents, any applicable laws or any covenant,
agreement, understanding, decree or order to which Buyer is a party or by which it
is bound or affected;
(d) This Agreement has been duly and validly executed and delivered by Buyer and, as
of the Execution Date, constitutes a legal, valid and binding obligation of Buyer,
enforceable in accordance with its terms against Buyer, except to the extent that its
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the rights of creditors generally or by
general principles of equity;
(e) There are no actions, suits, proceedings or investigations pending or, to the
knowledge of Buyer, threatened, in writing, against Buyer, at law or in equity,
before any Governmental Authority, which individually or in the aggregate are
reasonably likely to have a materially adverse effect on the business, properties or
assets or the condition, financial or otherwise, of Buyer, or to result in any
impairment of Buyer’s ability to perform its obligations under this Agreement;
(f) It is not Bankrupt and there are no proceedings pending or being contemplated by it
or, to its knowledge, threatened against it which would result in it being or
becoming Bankrupt; and
(g) It is, or shall be deemed for all purposes to be, a forward contract merchant within
the meaning of the U.S. Bankruptcy Code (as in effect as of the Execution Date of
this Agreement).
8.3 Covenants.
(a) General Covenants. In addition to other covenants in this Agreement, each Party
covenants that throughout the Delivery Term:
(i) it shall continue to be duly organized, validly existing and in good standing
under the Laws of the jurisdiction of its formation;
POWER PURCHASE AGREEMENT - Page 51 of 65
(ii) it shall maintain (or obtain from time to time as required, including through
renewal, as applicable) all regulatory authorizations necessary for it to
legally perform its obligations under this Agreement; and
(iii) it shall perform its obligations under this Agreement in a manner that does
not violate any of the terms and conditions in its governing documents, any
contracts to which it is a party or any Law, rule, regulation, order or the like
applicable to it.
(b) Seller Covenants. In addition to other covenants in this Agreement, Seller
covenants that:
(i) Throughout the Delivery Term that it shall take no action or permit any
other Person or entity (other than Buyer) to take any action that would
impair in any way Buyer’s ability to rely on the Plant in order to satisfy its
Resource Adequacy Requirements; and
(ii) It shall comply with all CAISO Tariff requirements applicable to an
Interconnection Customer (as defined in the CAISO Tariff) and shall take
any other necessary action, including payment of fees and submission of
requests, applications or other documentation, to promote the completion of
the Electric System Upgrades prior to the Commercial Operation Date.
ARTICLE IX
DEVELOPMENT, INTERIM AND PERFORMANCE ASSURANCE
9.1 Grant of Security Interest/Remedies.
To secure its obligations under this Agreement and to the extent Seller delivers the
Development Assurance, Interim Assurance and/or Performance Assurance, as applicable,
hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security
interest in, and lien on (and right of setoff against), and assignment of, all such
Development Assurance, Interim Assurance and/or Performance Assurance posted with
Buyer in the form of cash collateral and cash equivalent collateral and any and all proceeds
resulting therefrom or the liquidation thereof, whether now or hereafter held by, on behalf
of, or for the benefit of, Buyer. Within thirty (30) calendar days of the delivery of the
Development Assurance, Interim Assurance or Performance Assurance, as applicable,
Seller agrees to take such action as Buyer reasonably requires in order to perfect a
first-priority security interest in, and lien on (and right of setoff against), such
Development Assurance, Interim Assurance or Performance Assurance and any and all
proceeds resulting therefrom or from the liquidation thereof, respectively. Upon or any
time after the occurrence or deemed occurrence and during the continuation of an Event of
Default or an Early Termination Date, Buyer, as the Non-Defaulting Party, may do any one
or more of the following:
POWER PURCHASE AGREEMENT - Page 52 of 65
(a) exercise any of the rights and remedies of a secured party with respect to all
Development Assurance, Interim Assurance or Performance Assurance, as applicable,
including any such rights and remedies under the law then in effect;
(b) exercise its rights of setoff against any and all property of Seller, as the Defaulting
Party, in the possession of the Buyer or Buyer’s agent;
(c) draw on any outstanding Letter of Credit issued for its benefit; and
(d) liquidate all Development Assurance, Interim Assurance or Performance Assurance, as
applicable, then held by or for the benefit of Buyer free from any claim or right of any
nature whatsoever of Seller, including any equity or right of purchase or redemption by
Seller.
Buyer shall apply the proceeds of the collateral realized upon the exercise of any such
rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining
liable for any amounts owing to Buyer after such application), subject to the Buyer’s
obligation to return any surplus proceeds remaining after such obligations are satisfied in
full.
9.2 Development Assurance, Interim Assurance and Performance Assurance.
(a) Provision of Security by Seller. Except as set forth in Section 2.1(b), Seller agrees
to deliver to Buyer collateral to secure its obligations under this Agreement which
Seller shall maintain in full force and effect for the period posted with Buyer, as
follows:
(i) Development Assurance. Development Assurance pursuant to this Section
9.2(a)(i) in the amount of Five Million Two Hundred Thousand Dollars
($5,200,000.00) (equal to $200 per kW AC multiplied by the Expected
Initial Capacity) and in the form of cash or a Letter of Credit within ten (10)
calendar days following the Execution Date until Seller posts the Interim
Assurance or Performance Assurance pursuant to Section 9.2(a)(ii) or (iii)
below with Buyer, as applicable; provided that, if Buyer collects or is
entitled to collect a Daily LD Amount by drawing upon the Development
Assurance pursuant in Section 4.4(b)(i), Seller agrees that within ten (10)
Business Days following written notice from Buyer related thereto, Seller
shall replenish the Development Assurance by an amount equal to the
encumbered Development Assurance;
(ii) Interim Assurance. Interim Assurance pursuant to this Section 9.2(a)(ii) in
the amount of Two Million Six Hundred Thousand Dollars ($2,600,000,00)
and in the form of cash or a Letter of Credit from the Commercial Operation
Date until the Seller posts Performance Assurance pursuant to Section
9.2(a)(iii) below; provided that, (A) with Buyer’s consent, Seller may elect
to apply a portion of the Development Assurance posted pursuant to Section
9.2(a)(i) toward the Interim Assurance posted pursuant to this Section
POWER PURCHASE AGREEMENT - Page 53 of 65
9.2(a)(ii); and (B) Seller shall not be required to deliver to Buyer the Interim
Assurance if the Commercial Operation Date occurs on the same date as the
Contract Delivery Start Date; and (C) if Buyer collects (or is entitled to
collect) a Daily LD Amount for failure to achieve the Milestones by
drawing upon the Interim Assurance pursuant to Section 4.4(b), Seller
agrees that within ten (10) Business Days following written notice from
Buyer related thereto, Seller shall replenish the Interim Assurance by an
amount equal to the encumbered Interim Assurance; and
(iii) Performance Assurance. Performance Assurance pursuant to this Section
9.2(a)(iii) in the amount of Two Million Six Hundred Thousand
($2,600,000.00) (equal to $100 per kW AC multiplied by the Expected
Initial Capacity) and in the form of cash or a Letter of Credit from the
Contract Delivery Start Date and ending at the expiration of the Delivery
Term; provided that, (A) with Buyer’s consent, Seller may elect to apply a
portion of the Development Assurance or Interim Assurance posted
pursuant to Section 9.2(a)(i) or 9.2(a)(ii) toward the Performance
Assurance posted pursuant to this Section 9.2(a)(iii), as applicable; and (B)
if Buyer collects or is entitled to collect Performance LDs by drawing upon
the Performance Assurance pursuant in Section 4.6(b), Seller agrees that
within ten (10) Business Days following written notice from Buyer related
thereto, Seller shall replenish the Performance Assurance by an amount
equal to the encumbered Performance Assurance.
The amount of Development Assurance, Interim Assurance and Performance
Assurance required under this Agreement shall not be deemed a limitation of
damages.
(b) Use of Development Assurance.
Buyer shall be entitled to draw upon the Development Assurance posted by Seller
for its Daily LD Amount until the Development Assurance is exhausted, subject to
the provision for replenishment set forth in Section 9(a)(1). Buyer shall also be
entitled to draw upon the Development Assurance for any damages arising upon
Buyer’s declaration of an Early Termination Date.
(c) Termination of Development Assurance.
If (i) Buyer terminates this Agreement pursuant to Section 2.1(b) or 2.9(c), or (ii)
after the Commercial Operation Date (as extended pursuant to Section 4.4(a)), no
damages are due and owing to Buyer under this Agreement; then in either case
Seller shall no longer be required to maintain the Development Assurance, and
Buyer shall return to Seller the Development Assurance, plus interest under the
applicable account, less the undisputed amounts drawn in accordance with Section
9.2(b), if any. The Development Assurance (or portion thereof) shall be returned
within thirty (30) calendar days of Seller’s provision of the Interim Assurance or
Performance Assurance unless, with Buyer’s consent, Seller elects to apply the
POWER PURCHASE AGREEMENT - Page 54 of 65
Development Assurance (or a portion thereof) toward the Interim Assurance or
Performance Assurance posted pursuant to Section 9.2(a)(ii) or (iii), as applicable.
(d) Use of Interim Assurance.
Buyer shall be entitled to draw upon the Interim Assurance posted by Seller for any
damages arising in or during the time period from the Commercial Operation Date
until the Contract Delivery Start Date upon Buyer’s declaration of an Early
Termination Date.
(e) Termination of Interim Assurance.
If after the Contract Delivery Start Date, no damages are due and owing to Buyer
under this Agreement, then Seller shall no longer be required to maintain the
Interim Assurance, and Buyer shall return to Seller the Interim Assurance, plus
interest under the applicable account, less the amounts drawn in accordance with
Section 9.2(d). The Interim Assurance (or portion thereof) shall be returned to
Seller within thirty (30) calendar days of Seller’s provision of the Performance
Assurance unless, with Buyer’s consent, Seller elects to apply the Interim
Assurance posted pursuant to Section 9.2(a)(ii) toward the Performance Assurance
posted pursuant to Section 9.2(a)(iii), as applicable.
(f) Return of Performance Assurance and Interest.
Buyer shall return the unused portion of Development Assurance, Interim
Assurance or Performance Assurance, as applicable, including the payment of any
interest due thereon to Seller within thirty (30) days after the following has
occurred: (i) the Term of the Agreement has ended, or subject to Section 7.3, an
Early Termination Date has occurred, as applicable; and (ii) all payment
obligations of the Seller arising under this Agreement, including payments
pursuant to a Damage Payment, Termination Payment, indemnification payments
or other damages are paid in full (whether directly or indirectly such as through
set-off or netting).
9.3 Letter of Credit.
Development Assurance, Interim Assurance or Performance Assurance provided in the
form of a Letter of Credit shall be subject to the following provisions:
(a) Renewal of Letter of Credit. If Seller has provided a Letter of Credit pursuant to
any of the applicable provisions in this Article Nine, then Seller shall renew or
cause the renewal of each outstanding Letter of Credit on a timely basis in
accordance with this Agreement.
(b) Failure of Letter of Credit and Cure. In the event the issuer of such Letter of Credit
at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of
Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to
honor Buyer’s properly documented request to draw on such Letter of Credit, Seller
POWER PURCHASE AGREEMENT - Page 55 of 65
shall cure such occurrence by complying with either (A) or (B) below in an amount
equal to the outstanding Letter of Credit, and by completing the action within five
(5) Business Days after the date of Buyer’s notice to Seller of an occurrence listed
in this subsection (Seller’s compliance with either (A) or (B) below is considered
the “Cure”):
(A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank,
other than the bank which is the subject of Buyer’s notice to Seller in
Section 9.3(b) above, or
(B) posting cash.
If Seller fails to cure or if such Letter of Credit expires or terminates without a full
draw thereon by Buyer, or fails or ceases to be in full force and effect at any time
that such Letter of Credit is required pursuant to the terms of this Agreement, then
Seller shall have failed to meet the creditworthiness or collateral requirements of
Section 9.2.
(c) Substitute Letter of Credit. Notwithstanding the foregoing in Section 9.3(b), if, at
any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch”
negative or developing by S&P, or is on Moody’s “watch list” under review for
downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a
demand to Seller by notice (“LC Notice”) to provide a substitute Letter of Credit
that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute
Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC
Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”).
(i) If the Parties do not agree to a Substitute Letter of Credit by the end of the
Substitute Bank Period, then Buyer shall provide Seller with Notice within
five (5) Business Days following the expiration of the Substitute Bank
Period (“Ineligible LC Bank Notice Period”) that either:
(A) Buyer agrees to continue accepting the then currently outstanding
Letter of Credit from the bank that is the subject of the LC Notice,
but such bank shall no longer be an Eligible LC Bank (“Ineligible
LC Bank”) and Buyer shall not accept future or renewals of Letters
of Credit from the Ineligible LC Bank; or
(B) the bank that is the subject of the LC Notice is an Ineligible LC
Bank and Seller shall then have thirty (30) days from the date of
Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails
to Cure, then the last paragraph in Section 9.3(b) shall apply to
Seller.
(ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails
to provide a Notice during the Ineligible LC Bank Notice Period above,
POWER PURCHASE AGREEMENT - Page 56 of 65
then Seller may continue providing the Letter of Credit posted immediately
prior to the LC Notice.
(d) Letter of Credit Costs. In all cases, the reasonable costs and expenses of
establishing, renewing, substituting, canceling, increasing, reducing, or otherwise
administering the Letter of Credit shall be borne by Seller.
ARTICLE X
MISCELLANEOUS
10.1 Indemnification.
(a) Seller Indemnification Prior to Commercial Operation Date. Up to and including
the Contract Delivery Start Date, Seller shall indemnify, defend, and hold harmless
Buyer, and its City Council members, officers, agents and employees, from any
claim, liability, loss, injury or damage arising out of, or in connection with, the
negligence, willful misconduct or violation of applicable law by Seller and/or its
agents, employees or sub-contractors, excepting only loss, injury or damage caused
by the negligence, willful misconduct or violation of applicable law of personnel
employed by Buyer to the extent caused by such negligence, willful misconduct or
violation of applicable law of Buyer’s employed personnel. If an Indemnified
Party determines that it is entitled to defense and indemnification under this Section
10.1, such Indemnified Party shall promptly notify the Indemnifying Party in
writing of the losses, and provide all reasonably necessary or useful information,
and authority to settle and/or defend the losses. No settlement that would impose
costs or expense upon the Indemnified Party shall be made without such Party’s
prior written consent.
(b) Seller and Buyer Indemnification after Commercial Operation Date. After the
Contract Delivery Start Date, each Party (“Indemnifying Party”) shall defend,
indemnify and hold harmless the other Party and its officers, directors, employees,
agents, affiliates and representatives and, in the case of Buyer, its City Council
members (each, an “Indemnified Party”) from and against any and all losses,
including but not limited to losses arising from personal injury or death, or damage
to property, but only to the extent such losses result from or arise out of the
negligence, willful misconduct or violation of applicable law by the Indemnifying
Party, its employees, subcontractors or agents. If an Indemnified Party determines
that it is entitled to defense and indemnification under this Section 10.1, such
Indemnified Party shall promptly notify the Indemnifying Party in writing of the
losses, and provide all reasonably necessary or useful information, and authority to
settle and/or defend the losses. No settlement that would impose costs or expense
upon the Indemnified Party shall be made without such Party’s prior written
consent.
POWER PURCHASE AGREEMENT - Page 57 of 65
10.2 Assignment.
(a) General Assignment. Except as provided in Sections 10.2 (b) and (c), neither Party
shall assign this Agreement or its rights hereunder without the prior written consent
of the other Party, which consent shall not be unreasonably withheld, conditioned
or delayed so long as among other things (i) the assignee assumes the transferring
Party’s payment and performance obligations under this Agreement, (ii) the
assignee agrees in writing to be bound by the terms and conditions hereof, (iii) the
transferring Party delivers financial statements, information and other evidence
satisfactory to the non-transferring Party of the proposed assignee’s technical and
financial capability to fulfill the assigning Party’s obligations hereunder and (iv)
the transferring Party delivers such tax and enforceability assurance as the other
Party may reasonably request. Seller shall be responsible for reimbursement of
Buyer’s Attorneys’ Fees related to this Section 10.2(a) as described in Section
10.12(a).
(b) Assignment to Financing Providers. Notwithstanding any provision to the contrary
in this Section 10.2, Seller shall be permitted to assign this Agreement as collateral
for any financing or refinancing of the Plant with the prior written consent of the
Buyer, which consent shall not be unreasonably withheld, conditioned or delayed.
If Buyer gives its consent, then such consent shall be in a form substantially similar
to the Form of Lender Agreement attached hereto as Exhibit F-2; provided that (i)
Buyer shall not be required to consent to any additional terms or conditions beyond
those contained in Exhibit F-2, including extension of any cure periods or
additional remedies for financing providers and (ii) Seller shall be responsible for
reimbursement of Buyer’s Attorneys’ Fees as described in Section 10.12(a).
(c) Assignment in Connection with a Change in Control. Notwithstanding any
provision to the contrary in this Section 10.2, 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, conditioned or delayed. At Buyer’s request,
Seller shall promptly deliver financial statements, information and other evidence
satisfactory to Buyer regarding the proposed change of control of Seller. Seller
shall be responsible for reimbursement of Buyer’s Attorneys’ Fees related to this
Section 10.2(c) as described in Section 10.12(a).
(d) Unauthorized Assignment. Any assignment or purported assignment in violation
of this Section 10.2 is void.
POWER PURCHASE AGREEMENT - Page 58 of 65
10.3 Notices.
Unless otherwise expressly allowed hereunder, any notice, demand, request, or
communication required or authorized by this Agreement shall be delivered either by hand,
facsimile, electronic mail, overnight courier or mailed by certified mail, return receipt
requested with postage prepaid, to:
City of Palo Alto
250 Hamilton Avenue, 8th Floor
Palo Alto, CA 94301
Attention: Senior Deputy City Attorney / Utilities
Fax: (650) 329-2646
Email: jessica.mullan@cityofpaloalto.org
with a copy to:
City of Palo Alto
250 Hamilton Avenue, 3rd Floor
Palo Alto, CA 94301
Attention: Director of Utilities
Fax: (650) 329-2946
Email:
on behalf of Buyer;
and to:
Hecate Energy Palo Alto LLC
115 Rosa Parks Blvd.
Nashville, TN 37203
Attention: Chris Bullinger
Telephone: 480-239-5617
Email: cbullinger@hecateenergy.com
with a copy to:
Hecate Energy, LLC
300 S. Wacker Dr., Ste. 1850
Chicago, IL 60606
Attention: Craig Overmyer
Telephone: 312-357-9621
Email: covermyer@hecateenergy.com
on behalf of Seller.
The designation and titles of the person to be notified or the address of such person may be
changed at any time by written notice delivered in the manner set forth in this Section 10.3.
POWER PURCHASE AGREEMENT - Page 59 of 65
Whenever this Agreement requires or permits delivery of a “notice” (or requires a Party to
“notify”), the Party with such right or obligation shall provide a written communication in
the manner specified herein. Any such notice, demand, request, or communication shall be
deemed received (i) if delivered by the delivering Party by hand, facsimile or electronic
mail on the Business Day on which such notice was transmitted if received before 5:00
p.m. (and if received after 5:00 p.m., on the next Business Day) at the receiving party’s
notice address specified in this Section 10.3; or (ii) upon receipt by the receiving Party if
sent by overnight courier or mailed by certified mail, return receipt requested with postage
prepaid; or (iii) if notice is required in the form of sub-sections (i) and (ii), then on the
earlier of (i) or (iii).
10.4 Electronic Transmission.
Facsimile or electronic or PDF transmission shall be the same as delivery of an original
document; provided that, at the request of either Party, the other Party shall confirm
facsimile or electronic or PDF signatures by signing and delivering an original document;
provided further, however, that the execution and delivery of this Agreement and its
counterparts shall be subject to Section 10.20.
10.5 Captions.
All titles, subject headings, section titles and similar items are provided for the purpose of
reference and convenience and are not intended to be inclusive, definitive or to affect the
meaning of the contents or scope of the Agreement.
10.6 No Third Party Beneficiary.
No provision of the Agreement is intended to, nor shall it in any way, inure to the benefit of
any customer, property owner or any other third party, so as to constitute any such Person a
third party beneficiary under the Agreement, or of any one or more of the terms hereof, or
otherwise give rise to any cause of action in any Person not a Party hereto.
10.7 No Dedication.
No undertaking by one Party to the other under any provision of the Agreement shall
constitute the dedication of that Party's system or any portion thereof to the other Party or
to the public or affect Seller as an independent entity and not a public utility.
10.8 Entire Agreement; Integration; Amendments.
This Agreement, together with the Preamble and each and every exhibit, appendix,
attachment, amendment, schedule and any written supplements hereto, if any, constitutes
the entire, integrated agreement between the Parties and supersedes any and all prior oral or
written understandings. No amendment, addition to or modification of any provision
hereof shall be binding upon the Parties, and neither Party shall be deemed to have waived
any provision or any remedy available to it, unless such amendment, addition, modification
or waiver is made, in writing, and signed by a duly authorized officer or representative of
POWER PURCHASE AGREEMENT - Page 60 of 65
the Parties.
10.9 Applicable Law.
This Agreement and the rights and duties of the Parties hereunder shall be construed,
enforced and performed in accordance with the laws of the state of California, and/or the
laws of the United States, as applicable, without regard to principles of conflicts of law
which may direct the application of the laws of another jurisdiction.
10.10 Venue.
The Parties hereby submit to the exclusive jurisdiction of the federal courts for the
Northern District of the State of California; provided, however, that if such federal courts
sitting in the Northern District of the State of California refuse jurisdiction, the Parties
agree to the exclusive jurisdiction of the state courts sitting in the County of Santa Clara,
State of California.
10.11 Rule of Construction.
This Agreement shall be considered for all purposes as prepared through the joint efforts of
the Parties and shall not be construed against one Party or the other as a result of the
preparation, substitution, submission or other event of negotiation, drafting or execution
hereof.
10.12 Attorneys’ Fees and Costs.
(a) Buyer’s Costs Due to Seller’s Change. Notwithstanding any provision to the
contrary herein, Buyer shall be entitled to recover from Seller, upon Buyer’s
request, Buyer’s Attorneys’ Fees associated with the review, evaluation,
negotiation, execution and/or delivery of any and all documents, consents,
amendments, modifications or restatements related to this Agreement pursuant to
Sections 4.2(h), 10.2(a), 10.2(b), and 10.2(c) and, if such actions require any
actions beyond the giving of notice by Buyer, any and all other Seller-initiated
proposed modifications (whether agreed to or not) of any and all terms or
conditions of this Agreement which include, by way of illustration, but not of
limitation: Milestones, Price, Capacity, quantity of Output, Point of
Interconnection, FCDS Finding and/or Discretionary Curtailment. The Parties
agree that this Section 10.12(a) shall be interpreted inclusively and broadly, with
the intention of reimbursing Buyer for its legal fees, expenses and costs rather than
not.
(b) Judicial Action. If a suit or action is instituted to enforce or interpret any term of
this Agreement, the prevailing party in any suit or action brought to enforce or
interpret the provisions of this Agreement shall be entitled to recover its Attorneys’
Fees at any hearing, any trial, on appeal, and on any petition for review or other trial
court or appellate proceeding. In addition, the prevailing party shall be entitled to
recover its Attorneys’ Fees incurred in enforcing its rights under this Agreement in
POWER PURCHASE AGREEMENT - Page 61 of 65
connection with any nonjudicial action or the exercise of nonjudicial remedies, and
in any administration, arbitrative, mediation or dispute resolution process or
proceeding.
10.13 Nature of Relationship.
The duties, obligations and liabilities of the Parties are intended to be several and not joint
or collective. The Agreement shall not be interpreted or construed to create an association,
joint venture, fiduciary relationship or partnership between Seller and Buyer or to impose
any partnership obligation or liability or any trust or agency obligation or relationship upon
either Party. Seller and Buyer shall not have any right, power or authority to enter into any
agreement or undertaking for, or act on behalf of, or act as or be an agent or representative
of or otherwise bind the other Party.
10.14 Good Faith and Fair Dealing; Reasonableness.
The Parties agree to act reasonably and in accordance with the principles of good faith and
fair dealing in the performance of this Agreement. Unless expressly provided otherwise in
this Agreement, (i) wherever the Agreement requires the consent, approval or similar
action by a Party, such consent, approval or similar action shall not be unreasonably
withheld, conditioned or delayed, and (ii) wherever the Agreement gives a Party a right to
determine, require, specify or take similar action with respect to matters, such
determination, requirement, specification or similar action shall be reasonable, unless a
different standard is otherwise specified in this Agreement.
10.15 Severability.
Should any provision of the Agreement be or become void, illegal or unenforceable, the
validity or enforceability of the other provisions of the Agreement shall not be affected and
shall continue in full force and effect. The Parties shall, however, use their best endeavors
to agree on the replacement of the void, illegal, or unenforceable provision(s) with legally
acceptable clauses which correspond as closely as possible to the sense and purpose of the
affected provision.
10.16 Confidentiality.
(a) Public Records Act and Confidential Information Designated by Seller. Seller
acknowledges that Buyer is a public agency subject to the disclosure requirements
of the California Public Records Act, Cal. Gov. Code § 6250 et seq. (“CPRA”). If
documents or information submitted to Buyer contain Seller’s proprietary and
confidential information and Seller claims that such information falls within one or
more CPRA exemptions, Seller must clearly mark such information
“CONFIDENTIAL AND PROPRIETARY”, and identify the specific lines
containing such information (the “Confidential Information”). Buyer shall
disclose such Confidential Information to third parties only to the extent required
by California law (including, without limitation, the California Constitution, the
CPRA and the Brown Act) as set forth in this Section 10.16.
POWER PURCHASE AGREEMENT - Page 62 of 65
(b) Disclosure of Confidential Information by Buyer. In the event of a third party
request for Buyer to disclose such Confidential Information, Buyer shall make
reasonable efforts to provide notice to Seller prior to disclosure. If Seller contends
that any Confidential Information is exempt from the CPRA and wishes to prevent
disclosure, Seller shall obtain a protective order, injunctive relief or other
appropriate remedy from a court of law in Santa Clara County before Buyer’s
deadline for responding to the CPRA request. If Seller fails to obtain such remedy
prior to Buyer’s deadline for responding to the CPRA request, Seller agrees that
Buyer may disclose the requested Confidential Information. Seller further agrees
that Buyer shall have no liability to Seller arising out of any disclosure by Buyer of
any Seller Confidential Information before Seller has timely obtained an order,
injunctive relief or other appropriate remedy to prevent Buyer from making the
requested third party disclosure. Each Party shall be bound by its obligations of
confidentiality hereunder for a period of two (2) years from the expiration or earlier
termination of this Agreement.
(c) Non-Confidential Information. Notwithstanding anything to the contrary in this
Section 10.16, nothing shall restrict any Party from using or disclosing confidential
information in any manner it chooses which (i) is or becomes generally available to
the public other than as a result of a disclosure directly or indirectly by the
disclosing Party or its representative(s); (ii) was within the using or disclosing
Party’s possession prior to it being furnished hereunder, provided that such
information is not subject to another confidentiality agreement with, or other
contractual, legal or fiduciary obligation of confidentiality to, any other party with
respect to such information; (iii) is rightfully obtained by a Party from third parties
authorized to make such disclosure without restriction; (iv) is legally required to be
disclosed by judicial or other governmental action as determined by such Party’s
attorney acting in good faith (including, but not limited to, the California
Constitution, the CPRA and the Brown Act); or (v) is disclosed without a duty of
confidentiality to a third party by, or with the authorization of, the disclosing Party;
or (vi) is independently developed by the recipient.
(d) Disclosure to the City Council of Palo Alto. Notwithstanding any provision to the
contrary in this Section 10.16, Buyer shall be permitted to disclose this Agreement
and related information to the City Council of Palo Alto for the express purpose of
obtaining approval to execute this Agreement, including any written amendment
or modification thereto.
POWER PURCHASE AGREEMENT - Page 63 of 65
10.17 Cooperation.
The Parties agree to reasonably cooperate with each other in the implementation and
performance of the Agreement. Such duty to cooperate shall not require either Party to act
in a manner inconsistent with its rights under the Agreement.
10.18 Audit.
Both Parties shall maintain all records relating to the other Party or this Agreement for a
minimum of two (2) years after the expiration or earlier termination of the Term and shall
permit the other Party, upon reasonable notice, at its sole expense and during normal
working hours, to examine such records as the requesting Party deems reasonably
necessary to protect its rights.
10.19 Mobile Sierra Doctrine.
Notwithstanding any provision of this Agreement, the Parties intend that the standard of
review for changes to any rate, charge, classification, term or condition of this Agreement
proposed by a Party shall be the “Mobile-Sierra public interest” standard of review, as
stated by the United States Supreme Court in Morgan Stanley Capital Group Inc. v. Public
Utility District No. 1 of Snohomish County, 554 U.S. 1164 (2008) and consistent with the
order of the Supreme Court in NRG Power Marketing LLC, et al. v. Maine Public Utilities
Commission et al., No. 08-674, 130 S.Ct 693 (2010). Any modifications proposed by a
non-contracting third party or FERC acting sua sponte shall be the most stringent standard
permissible under applicable law.
10.20 Counterparts.
This Agreement may be executed in one or more counterparts and by different Parties on
separate counterparts, all of which shall be deemed one and the same agreement and each
of which shall be deemed an original. Delivery of an executed counterpart of this
Agreement by fax or other electronic means shall be deemed as effective as delivery of an
originally executed counterpart. Any Party delivering an executed counterpart of this
Agreement by facsimile or other electronic means shall also deliver an originally executed
counterpart, but the failure of any Party to deliver an originally executed counterpart of this
Agreement shall not affect the validity or effectiveness of this Agreement.
10.21 Debt Liability Disclaimer.
For the avoidance of doubt, the Buyer, including, but not limited to, any source of funding
for Buyer, any General Fund of Buyer or any special self-insurance program, is not liable
for any debts, liabilities, settlements, liens, or any other obligations of the Seller or its heirs,
successors or assigns. Buyer shall not be liable for and shall be held harmless and
indemnified by Seller for (a) any claims or damages arising out of any other contract to
which Seller is a party, and (b) subject to Section 10.1(b), any tortious action or inaction,
negligent error in judgment, act of negligence, intentional tort, negligent mistakes or other
POWER PURCHASE AGREEMENT - Page 64 of 65
acts taken or not taken by the Seller, its employees, agents, servants, invitees, guests or
anyone acting in concert with or on behalf of the Seller.
10.22 No Implied Waiver of Breach.
Waiver by a Party of any breach of a specific provision of this Agreement shall not be
construed as a waiver of any other breach of that term or any other term of this Agreement.
[SIGNATURE PAGE ON NEXT PAGE]
POWER PURCHASE AGREEMENT - Page 65 of 65
SIGNATURE PAGE
IN WITNESS WHEREOF, each of the Parties have caused this Agreement to be duly
executed as of the day, month and year set forth next to each of the Parties’ signatures below.
SELLER:
Hecate Energy Palo Alto LLC
By:
Name: Chris Bullinger
Title:Manager
Date: January 6, 2016
BUYER:
CITY OF PALO ALTO
APPROVAL AS TO FORM:
By:
Name:
Title: Senior Deputy City Attorney
Date:
CITY OF PALO ALTO
APPROVAL BY ADMINISTRATIVE
SERVICES DIRECTOR
By:
Name: Lalo Perez
Title: Administrative Services Director
Date:
CITY OF PALO ALTO
APPROVAL BY UTILITIES DIRECTOR
By:
Name:
Title: Utilities Director
Date:
CITY OF PALO ALTO
APPROVAL BY CITY MANAGER
By:
Name: James Keene
Title: City Manager
Date:
CITY OF PALO ALTO
APPROVAL BY MAYOR
By:
Name:
Title: Mayor
Date:
EXHIBIT A – Page 1
EXHIBIT A
PLANT DESCRIPTION AND SITE DRAWINGS
Plant Description
Plant name: Wilsona Solar
Plant physical address: Near the corner of 240th St. and E Palmdale Blvd. in Palmdale, CA 93591
Total number of units at the Plant: 26 inverters of 1 MWac capacity each
Technology type (including any applicable model): PV solar modules connected to solar inverters
that connect to the grid via transformers
Interconnection Point of Plant: Wilsona Substation (Pnode: WILSONA_6_N001)
Local Capacity Area: N/A
Nameplate capacity of the Plant: 26 MWac
Description of units: More than 80,000 photovoltaic solar modules mounted on trackers and
connected to 26 inverters that convert DC power to AC Power. The inverters are connected to the
grid via transformers
Site Drawings
Site Map:
The term, “Site” as defined in the Agreement means the following parcel description upon which
the generating facility is located and as identified in the following topographical map and Assessed
Parcel Number, and the below Interconnection Facilities and metering configuration as evidenced
in the related diagram (collectively, the “Site Drawings”):
[INSERT MAP]
Assessed Parcel No.: ______________
Interconnection Facilities and metering diagram:
The Plant shall use the following Interconnection Facilities and metering configuration as
identified in this one-line diagram included in this Exhibit A:
[INSERT ONE-LINE DIAGRAM FOR
INTERCONNECTION FACILITIES AND METERING]
EXHIBIT B - Page 1
EXHIBIT B
ENVIRONMENTAL ATTRIBUTE TRANSFER FROM SELLER TO BUYER
Participation in the Western Renewable Energy Generation Information System. Seller shall, at its
sole expense take all actions and execute all documents or instruments necessary to ensure that all
WREGIS Certificates associated with all Renewable Energy Credits corresponding to all delivered
Output are issued and tracked for purposes of satisfying the applicable requirements of the
California Renewables Portfolio Standard and transferred in a timely manner to Buyer for Buyer’s
sole benefit. Seller shall comply with all applicable laws, including, without limitation, the
WREGIS Operating Rules, regarding the certification and transfer of such WREGIS Certificates
to Buyer and Buyer shall be given sole title to all such WREGIS Certificates. Seller shall be
deemed to have satisfied the warranty in this EXHIBIT B, paragraph (h) provided that Seller
fulfills its obligations under this EXHIBIT B, paragraphs (a) through (h) below. In addition:
(a) Prior to the Contract Delivery Start Date, Seller shall register the Plant with WREGIS and
establish an account with WREGIS (“Seller’s WREGIS Account”), which Seller shall
maintain until the end of the Delivery Term. Seller shall transfer the WREGIS Certificates
using “Forward Certificate Transfers” (as described in the WREGIS Operating Rules)
from Seller’s WREGIS Account to the WREGIS account(s) of Buyer or the account(s) of a
designee that Buyer identifies by Notice to Seller (“Buyer’s WREGIS Account”). Seller
shall be responsible for all expenses associated with registering the Plant with WREGIS,
establishing and maintaining Seller’s WREGIS Account, paying WREGIS Certificate
issuance and transfer fees, and transferring WREGIS Certificates from Seller’s WREGIS
Account to Buyer’s WREGIS Account.
(b) Seller shall cause Forward Certificate Transfers to occur on a monthly basis in accordance
with the certification procedure established by the WREGIS Operating Rules. Since
WREGIS Certificates shall only be created for whole MWh amounts of Energy generated,
any fractional MWh amounts (i.e., kWh) shall be carried forward until sufficient
generation is accumulated for the creation of a WREGIS Certificate.
(c) Seller shall, at its sole expense, ensure that the WREGIS Certificates for a given calendar
month correspond with the Energy corresponding to delivered Output for such calendar
month as evidenced by the Plant’s metered data.
(d) Due to the ninety (90) day delay in the creation of WREGIS Certificates relative to the
timing of invoice payment under Section 3.3, Buyer shall make an invoice payment for a
given month in accordance with Section 3.3 before the WREGIS Certificates for such
month are formally transferred to Buyer in accordance with the WREGIS Operating Rules
and this EXHIBIT B. Notwithstanding this delay, Buyer shall have all right and title to all
such WREGIS Certificates upon payment to Seller in accordance with Section 3.3.
(e) A “WREGIS Certificate Deficit” means any deficit or shortfall in WREGIS Certificates
delivered to Buyer for a calendar month as compared to the delivered Energy for the same
calendar month (“Deficient Month”), after taking into account applicable delays in the
EXHIBIT B - Page 2
issuance of WREGIS Certificates referenced in the prior paragraph or otherwise arising
under WREGIS Operating Rules. If any WREGIS Certificate Deficit is caused, or the
result of any action or inaction, by Seller, then Seller shall take all actions reasonably
necessary to remedy such circumstances and failure to do so shall be a breach hereunder by
Seller.
(f) Without limiting Seller’s obligations under this EXHIBIT B, to the extent a WREGIS
Certificate Deficit is caused by an error or omission of WREGIS, the Parties shall
cooperate in good faith to cause WREGIS to correct its error or omission.
(g) If WREGIS changes the WREGIS Operating Rules after the Execution Date or applies the
WREGIS Operating Rules in a manner inconsistent with this EXHIBIT B after the
Execution Date, the Parties promptly shall modify this EXHIBIT B as reasonably required
(i) to cause and enable Seller to transfer to Buyer’s WREGIS Account a quantity of
WREGIS Certificates for each given calendar month that corresponds to the delivered
Energy in the same calendar month or (ii) as may otherwise be reasonably appropriate to
address such inconsistency.
(h) Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred
to Buyer to be tracked in the Western Renewable Energy Generation Information System
shall be taken prior to the first delivery under this Agreement.
EXHIBIT C – Page 1
EXHIBIT C
INSURANCE COVERAGES
At its own expense, Seller shall secure and maintain during the Term the following insurance with
the coverage amounts indicated for occurrences during and arising out of Seller’s performance of
this Agreement. Such insurance shall be placed with responsible and reputable insurance
companies as determined by Buyer in its reasonable discretion in compliance with Requirements
of Laws applicable to Seller.
(a) Workers’ Compensation/Employer’s Liability. Seller shall maintain Workers’
Compensation Insurance and Employer’s Liability Insurance which comply with
Requirements of Laws applicable to Seller.
(b) Automobile Liability. Seller shall maintain Automobile Liability Insurance in compliance
with Requirements of Laws applicable to Seller, including coverage for owned, non-owned
and hired automobiles for both bodily injury (including death) and property damage,
including automobile liability contractual endorsement and uninsured/underinsured
motorist protection endorsements.
(c) Third Party Liability. Seller shall maintain third party liability insurance in compliance
with Requirements of Laws applicable to Seller on a project-specific basis covering against
legal responsibility to others as a result of bodily injury, property damage and personal
injury arising from the operation and maintenance of the Plant. Such policy shall be written
with a limit of liability not less than $10,000,000 and a deductible not to exceed $10,000.
Such liability may be in any combination of primary and excess/umbrella. Coverage shall
include, but not be limited to, premises/operations, explosion, collapse, underground
hazards, broad form property damage and personal injury liability. Such coverage shall not
contain exclusions for punitive or exemplary damages.
(d) Property Insurance. Seller shall maintain third party property insurance on a
project-specific basis covering cost of repairing Plant and or interconnection equipment to
operational condition. Such policy shall be written with coverage sufficient to replace and
rebuild the Plant. Coverage shall include, but not be limited to, fire, storm damage,
equipment failure, damage to equipment precluding operation under prudent utility
practice, premises/operations, explosion, collapse, underground hazards, broad form
property damage.
Upon the request from Buyer, Seller shall promptly provide Buyer with applicable insurance
certificates confirming the insurance coverages required above.
EXHIBIT E-1 – Page 1
EXHIBIT D
SCHEDULING PROTOCOLS
Dated: ___________, 2016
The following scheduling protocols shall govern the scheduling of Output from the Plant pursuant
to that certain Power Purchase Agreement dated as of ___, 2016, by and between the City of Palo
Alto and Hecate Energy Palo Alto LLC (the “Agreement”). Capitalized terms not defined herein
have the meanings set forth in the Agreement.
1. Test Energy
Pursuant to Section 2.3(a) of the Agreement all Test Energy shall be scheduled in accordance with
the following procedure:
All Test Energy produced by the Plant will be scheduled in accordance with CAISO Operating
Procedure No. 5320 (Resource Trial Operation and Test Energy Process), as such may be amended
from time to time. Pursuant to CAISO Operating Procedure No. 5320, pre-commercial resources
are required to make arrangements with the CAISO for executing Trial Operations.
I. At least ten (10) calendar days prior to the first planned Trial Operation date Seller shall
provide Buyer a Test Energy schedule for the Plant. The Test Energy schedule shall
include the following information:
a. Expected MW output for each hour during the testing period;
b. Start and Stop times of the test;
c. NRI Test Energy Template; and
d. Any operating constraints or testing limits that may impact the testing process.
II. At least seven (7) calendar days prior to the first planned Trial Operation date (not
including the submittal date and the date the test is requested to begin), the Scheduling
Coordinator shall submit an outage request to the CAISO for the Test Energy schedule
provided by Seller.
III. Pending CAISO’s approval of the outage request for Trial Operations and testing, the
Scheduling Coordinator shall coordinate with Seller and CAISO to perform Plant testing.
2. Scheduling Protocols
The Scheduling Coordinator shall submit Bids for forecasted Plant Output to the CAISO in
accordance with the CAISO Tariff and Business Practice Manuals, as the same may be amended or
revised from time to time.
I. Forecasts
EXHIBIT E-1 – Page 2
Plant Output shall be scheduled according to Section 4.5(d) of the Agreement.
II. Submission of Bids
For each trade date, Scheduling Coordinator will develop and submit Bids for Plant Output into the
CAISO markets in accordance with the CAISO market timelines. Day-ahead and real-time Bids
for Plant Output shall be consistent with the CAISO forecast. Bids may consist of Self-Schedules,
economic Bids, or a combination of Self-Schedules and economic Bids. Self-Schedule Bids shall
be equal to the applicable CAISO forecasted Output, and economic Bids shall be limited to an
amount not to exceed the applicable CAISO forecasted Output.
III. Dispatch Notices
Scheduling Coordinator shall provide dispatch notices to Buyer to communicate CAISO
day-ahead and real-time market awards. Dispatch notices may include, but are not limited to, the
following information: (i) scheduled Plant output by applicable operating interval, (ii) start-up
instructions, (iii) shut-down instructions, (iv) ramping instructions, and (v) other information that
may be relevant to the scheduled operations of the Plant.
a. Day-Ahead Dispatch Notices. Dispatch Notices for Day-Ahead market awards will be
provided to Buyer through a form of electronic communication as mutually agreed upon by
Buyer and Scheduling Coordinator.
b. Real-Time Dispatch Notices. Dispatch Notices for Real-Time market awards will be
provided to Buyer through Scheduling Coordinator’s automated SCADA control system,
whereby Scheduling Coordinator will send a generator operating set point directly to the
Plant’s control systems.
3. Outage Coordination
Pursuant to the Agreement, Seller shall provide Scheduling Coordinator with all information
required to submit timely outages to the CAISO in accordance with the CAISO Tariff and outage
coordination procedures. Scheduling Coordinator shall perform all outage coordination activities
on behalf of the Plant, including but not limited to, submission of planned and forced outages to
the CAISO through use of CAISO’s Outage Management System (OMS), in accordance with the
CAISO Tariff and outage coordination procedures.
I. Communicating Outages to Scheduling Coordinator
a. Required Information
Seller shall provide the following information to Scheduling Coordinator at the time Seller submits
a request for a planned or forced outage:
EXHIBIT E-1 – Page 3
Name of Facility
CAISO Resource ID
Start Date/Time of the Outage
End Date/Time of the Outage
Explanation for Reason of Outage
Unit Availability During the Outage
Emergency Return to Service Time (if called upon by the CAISO)
II. Outage Submission Timeline
Planned Outage requests must be submitted to Scheduling Coordinator at least seven (7) days in
advance of the start date of the outage; whereby the seven (7) day period shall not include the date
on which the request is submitted, or the start date of outage. Outage requests submitted less than
seven (7) days in advance of the start date of the outage will automatically be designated by the
CAISO as a Forced Outage (unless otherwise approved by the CAISO as a Planned Outage).
Outages that occur in the active day (or real-time) must be reported to Scheduling Coordinator as
soon as possible.
4. Discretionary Curtailment
Pursuant to Section 4.4(c), Buyer may require Seller to curtail deliveries of Energy from the Plant
for any reason in Buyer’s reasonable discretion by delivering a dispatch notice to the Scheduling
Coordinator. Scheduling Coordinator shall provide dispatch notices for discretionary curtailments
to Seller in accordance with the procedure described in Section 2(III) of this Exhibit D.
EXHIBIT E-1 – Page 4
EXHIBIT E-1
FORM OF DEVELOPMENT PROGRESS REPORT
Development Progress Report
[Plant Name] Plant
[Report Month and Year]
[Date of Report]
This Development Progress Report describes the construction and status and progress toward the
achievement of each of the Milestones of the [Plant Name] Plant, which guaranteed Commercial
Operation Milestone is _____, for the _____ [insert period that report is due as required under
Section 4.3(c)] and year of ____________ (“Report Period”) as required pursuant to Section
4.3(c) of that certain Power Purchase Agreement by and between _________ (“Seller”), and the
City of Palo Alto (“Buyer”), dated ____________ (the “Agreement”). (Capitalized terms used in
this report but not defined herein shall have the meanings set forth in the Agreement.)
This report shall be completed and delivered by Seller to ___________________ at Buyer,
together with all attachments and exhibits. Buyer should direct any questions about this report to
_______________ at Seller.
1. General Plant Description
Please provide a general description of the Plant, including its location, Site size,
technology type, nameplate capacity, interconnection point, ownership, and any other
information relevant to a general description of the Plant.
2. Property Acquisition Activities and Site Control
In this section, please include information on property acquisition or site control activities
for the Plant, including the date of execution of significant documents, and information on
the expecting timing of future significant activities.
a. Prior Period’s Activities
Please provide a description and dates of all major Site acquisition or control related
activities completed prior to the Report Period.
b. Report Period’s Activities
Please describe in detail the Site acquisition or control related activities that occurred
during the Report Period.
EXHIBIT E-1 – Page 5
c. Next Period’s Activities
Please describe the Site acquisition or control related activities that are expected to be
performed during the period following the Report Period.
3. Permitting
In this section, please provide information on each of the Conditional Use Permit and other
Permits required for the construction of the Plant and the status thereof. List the applicable
governmental agency, the type of application/approval requested, and the dates (expected
or actual) of significant activity. Significant activity includes, but is not limited to,
application submission, notice of complete application, notice of preparation, public
hearing or comment period, draft documents and/or approvals, final documents and/or
approvals, notice of determination and/or issuance of permit. If the government agency
maintains a website with information on the approval process for the Plant, please provide
a link.
a. Prior Period’s Activities
Please provide a description of all major activities related to the Conditional Use
Permit and other Permits completed prior to the Report Period.
b. Report Period’s Activities
Please describe in detail the activities related to Permits that occurred during the Report
Period.
c. Next Period’s Activities
Please list the activities related to Permits that are expected to be performed during the
period following the Report Period.
4. Interconnection
EXHIBIT E-1 – Page 6
In this section, please provide a description of all major interconnection related
activities, dates of completion of significant activities and the expected timing of future
significant activities including, but not limited to, information on the status of
interconnection studies, Interconnection Agreements, design and construction of
Interconnection facilities (e.g., substations, switchyards, gen-ties, system protection
schemes, telecommunications equipment to the extent not already covered in the Plant
construction information in Section 8), network upgrades, and grid outage and/or
interconnection schedules, and information related to Full Capacity Deliverability
Status Finding applications, studies, timing, correspondence and . Describe any and all
factors that may affect the ability of the Plant to deliver Energy to the Buyer.
a. Prior Period’s Activities
Please provide a description of all major interconnection related activities completed
prior to the Report Period.
b. Report Period’s Activities
Please describe in detail the Interconnection related activities that occurred during the
Report Period.
c. Current Period’s Activities
Please list the Interconnection related activities that are expected to be performed
during the period following the Report Period.
5. Design and Engineering
In this section, please provide information on the design and engineering of the Plant.
a. Prior Period’s Activities
Please provide a description and dates of all major design and engineering related
activities, including dates of completion of significant activities and expected timing of
future activities.
b. Report Period’s Activities
Please describe in detail the design and engineering related activities that occurred
during the Report Period.
c. Current Period’s Activities
Please list the design and engineering related activities that are expected to be
performed during the period following the Report Period.
6. Financing
EXHIBIT E-1 – Page 7
In this section, please include information on each separate phase of financing for the
Plant. Include information on debt, equity and/or federal or state loans or grant.
b. Report Period’s Activities
Please describe in detail the financing related activities that occurred during the Report
Period.
c. Current Period’s Activities
Please list the financing related activities that are expected to be performed during the
period following the Report Period.
7. Major Equipment Procurement
In this section, please include information on all major equipment to be procured for all
portions of the Plant to be completed by Seller, including switchyards, substations and any
other interconnection equipment, in addition to generating and auxiliary equipment.
a. Prior Period’s Activities
Please provide a description and dates of all major equipment procurement related
activities completed prior to the Report Period, including the date of execution of
significant documents, and information on the expected timing of future significant
activities.
b. Report Period’s Activities
Please describe in detail the Major Equipment Procurement related activities that
occurred during the Report Period.
c. Next Period’s Activities
Please list the Major Equipment Procurement related activities that are expected to be
performed during the period following the Report Period.
8. Construction
In this section, please include information on the status of any construction-related factors
that may affect the ability of the Plant to deliver the Output to the Buyer. Include
information on the Plant infrastructure, generating equipment, and major auxiliary
equipment. Also include information on the substations, switchyards, gen-ties,
telecommunications equipment or other interconnection facilities that are the direct
responsibility of the Plant.
a. Prior Period’s Activities
EXHIBIT E-1 – Page 8
Please provide a summary of the status and progress of each major construction activity
for all portions of the Plant, including a schedule showing expected or actual dates as
applicable. Provide the name of the EPC Contractor, the date of execution of the EPC
Contract, and the date of issuance of a full notice to proceed (or equivalent). For each
major type of equipment, break out the number of each item (to be) installed and/or
commissioned in each period.
Please attach a copy of the all of the progress reports received during the previous
Report Period from the EPC Contractor pursuant to the construction contract between
Seller and EPC Contractor.
b. Report Period’s Activities
Please describe in detail the Construction related activities that occurred during the
Report Period.
c. Current Period’s Activities
Please list the Construction related activities that are expected to be performed during
the period following the Report Period.
9. Startup and Commissioning
In this section, please include information on the status of activities related to preparation
for Commercial Operation, including equipment testing, commissioning, release to
operations, requirements of the grid operator, and any other activities that must be
conducted before the Plant may deliver Output to the grid and/or declare Commercial
Operation (as evidenced by delivery of the COD Certification).
a. Prior Period’s Activities
Please provide a description of all major startup and commissioning activities related to
preparation for Commercial Operation completed prior to the Report Period.
b. Report Period’s Activities
Please describe in detail the Startup and Commissioning related activities that occurred
during the Report Period.
c. Current Period’s Activities
Please list the Startup and Commissioning related activities that are expected to be
performed during the period following the Report Period.
10. Milestones Schedule
EXHIBIT E-1 – Page 9
a. [Insert Gantt chart]
b. Milestone Schedule
a. Please describe the status and progress toward or achievement of each Milestone in
the construction schedule for the Plant, including dates of completion of completed
Milestone(s) and the expected date of completion of uncompleted Milestone(s).
The expected date is the current best estimate, and may change from time to time as
better information becomes available.
c. Remedial Action Plan
Please describe any issues which Seller expects in its reasonable judgment may
adversely affect the schedule, including the cause of the delay and what remedial
actions Seller intends to take to ensure that each of the Milestones shall be attained by
their required dates.
III. Pictures
If available, please provide pictures documenting construction and startup progress of the Plant.
The information contained in this Seller’s Development Progress Report is true and
accurate and reflects, to the best of Seller’s knowledge, the current status of the construction of the
Plant as of the date specified below.
Seller:
By:_______________________________
Name:_____________________________
Title:______________________________
Date:______________________________
EXHIBIT E-2 – Page 1
EXHIBIT E-2
COD CERTIFICATION
This COD Certification (“Certification”) is delivered by ___________ (“Seller”) to The City of
Palo Alto (“Buyer”) in accordance with the terms of that certain Power Purchase Agreement dated
as of the Execution Date (“Agreement”) by and between Seller and Buyer. All capitalized terms
used in this Certification but not otherwise defined herein shall have the respective meanings
assigned to such terms in the Agreement. Seller hereby certifies and represents to Buyer the
following:
1. Commercial Operation occurred on: __________ [date]
2. The Plant equipment representing _________ MW AC of Initial Capacity has been
installed, tested and is capable of generating Output in accordance with the manufacturer’s
specifications.
3. The Plant is substantially complete and capable of delivering Output as described in the
Agreement.
4. The CAISO has provided notification of Commercial Operation in accordance with the
CAISO Tariff, and documentation of such notification is attached hereto or shall be
provided to Buyer promptly upon Seller’s receipt thereof.
EXECUTED by Seller this ______ day of _____________, 20__.
By: _________________________________
Name: ______________________________
Title: _______________________________
The undersigned, a licensed professional engineer, hereby certifies that, to its current knowledge,
the foregoing is substantially true and correct.
[LICENSED PROFESSIONAL ENGINEER]
By: _________________________________
Name: ______________________________
Title: _______________________________
EXHIBIT E-2 – Page 2
RECEIVED by Buyer this ____ date of ______________, 20__
which date shall be the Commercial Operation Date.
By: _________________________________
Name: ______________________________
Title: _______________________________
EXHIBIT F-1 – Page 1
EXHIBIT F-1
FORM OF LETTER OF CREDIT
Issuing Bank Letterhead and Address
STANDBY LETTER OF CREDIT NO. XXXXXXXX
Date: [Insert issue date]
Beneficiary: City of Palo Alto Applicant: [Insert name and address
of Applicant]
250 Hamilton Avenue
Palo Alto, CA 94301
Attention: Credit Risk Management
Letter of Credit Amount: [insert amount]
Expiry Date: [insert expiry date]
Ladies and Gentlemen:
By order of [insert name of Applicant] (“Applicant”), we hereby issue in favor of the City of Palo
Alto (the “Beneficiary”) our irrevocable standby letter of credit No. [insert number of letter of
credit] (“Letter of Credit”), for the account of Applicant, for drawings up to but not to exceed the
aggregate sum of U.S. $ [insert amount in figures followed by (amount in words)] (“Letter of
Credit Amount”). This Letter of Credit is available with [insert name of issuing bank, and the
city and state in which it is located] by sight payment, at our offices located at the address stated
below, effective immediately, and it shall expire at our close of business on [insert expiry date]
(the “Expiry Date”).
Funds under this Letter of Credit are available to the Beneficiary against presentation of the
following documents:
1. Beneficiary’s signed and dated sight draft in the form of Exhibit A hereto, referencing this
Letter of Credit No. [insert number] and stating the amount of the demand; and
2. One of the following statements signed by an authorized representative or officer of
Beneficiary:
EXHIBIT F-1 – Page 2
A. “Pursuant to the terms of that certain [insert name of the agreement] (the “Agreement”),
dated [insert date of the Agreement], between Beneficiary and [insert name of Seller under
the Agreement], Beneficiary is entitled to draw under Letter of Credit No. [insert number]
amounts owed by [insert name of Seller under the Agreement] under the Agreement; or
B. “Letter of Credit No. [insert number] shall expire in thirty (30) days or less and [insert
name of Seller under the Agreement] has not provided replacement security acceptable to
Beneficiary.
Special Conditions:
1. Partial and multiple drawings under this Letter of Credit are allowed;
2. All banking charges associated with this Letter of Credit are for the account of the Applicant;
3. This Letter of Credit is not transferable; and
4. The Expiry Date of this Letter of Credit shall be automatically extended without a written
amendment for a period of one year and on each successive Expiry Date, unless at least sixty
(60) days before the then current Expiry Date, we notify you by registered mail or courier that
we elect not to extend the Expiry Date of this Letter of Credit for such additional period.
We engage with you that drafts drawn under and in compliance with the terms of this Letter of
Credit shall be duly honored upon presentation, on or before the Expiry Date (or after the Expiry
Date as provided below), at our offices at [insert issuing bank’s address for drawings].
All demands for payment shall be made by presentation of originals or copies of documents; or by
facsimile transmission of documents to [insert fax number], Attention: [insert name of issuing
bank’s receiving department], with originals or copies of documents to follow by overnight mail.
If presentation is made by facsimile transmission, you may contact us at [insert phone number] to
confirm our receipt of the transmission. Your failure to seek such a telephone confirmation does
not affect our obligation to honor such a presentation.
Our payments against complying presentations under this Letter of Credit shall be made no later
than on the sixth (6th) banking day following a complying presentation.
Except as stated herein, this Letter of Credit is not subject to any condition or qualification. It is our
individual obligation, which is not contingent upon reimbursement and is not affected by any
agreement, document, or instrument between us and the Applicant or between the Beneficiary and
the Applicant or any other party.
Except as otherwise specifically stated herein, this Letter of Credit is subject to and governed by
the Uniform Customs and Practice for Documentary Credits, 2007 Revision, International
Chamber of Commerce (ICC) Publication No. 600 (the “UCP 600”); provided that, if this Letter
of Credit expires during an interruption of our business as described in Article 36 of the UCP 600,
we shall honor drafts presented in compliance with this Letter of Credit within thirty (30) days
after the resumption of our business and effect payment accordingly.
EXHIBIT F-1 – Page 3
The law of the State of New York shall apply to any matters not covered by the UCP 600.
For telephone assistance regarding this Letter of Credit, please contact us at [insert number and
any other necessary details].
Very truly yours,
[insert name of issuing bank]
By:
Authorized Signature
Name: [print or type name]
Title:
EXHIBIT F-1 – Page 4
Attachment 1 to Exhibit F-1
SIGHT DRAFT
TO: [INSERT NAME AND ADDRESS OF PAYING BANK]
AMOUNT: $________________________ DATE: __________________________
AT SIGHT OF THIS DEMAND PAY TO THE ORDER OF THE CITY OF PALO ALTO THE
AMOUNT OF U.S.$________(______________ U.S. DOLLARS)
DRAWN UNDER [INSERT NAME OF ISSUING BANK] LETTER OF CREDIT NO.
XXXXXX.
REMIT FUNDS AS FOLLOWS:
[INSERT PAYMENT INSTRUCTIONS]
DRAWER
BY:___________________________
NAME AND TITLE
EXHIBIT F-2 – Page 1
EXHIBIT F-2
FORM OF LENDER CONSENT AGREEMENT
CONSENT AND AGREEMENT
This CONSENT AND AGREEMENT (“Consent and Agreement”) is entered into as of
____________________, between the City of Palo Alto (“Buyer”), and _________________, as
collateral agent1 (in such capacity, “Financing Provider”), for the benefit of various financial
institutions (collectively, the “Secured Parties”) providing financing to _______ (“Seller”).
Buyer, Seller, and the Financing Provider shall each individually be referred to as a “Party” and
collectively as the “Parties”.
Recitals
A. Pursuant to that certain Power Purchase Agreement dated as of ________________
(as amended, modified, supplemented or restated from time to time, as including all related
agreements, instruments and documents, collectively, the “Assigned Agreement”) between Buyer
and Seller, Buyer has agreed to purchase energy from Seller.
B. The Secured Parties have provided, or have agreed to provide, to Seller financing
(including a financing lease) pursuant to one or more agreements (the “Financing Documents”),
and require that Financing Provider be provided certain rights with respect to the “Assigned
Agreement” and the “Assigned Agreement Accounts,” each as defined below, in connection
with such financing.
C. In consideration for the execution and delivery of the Assigned Agreement, Buyer
has agreed to enter into this Consent and Agreement for the benefit of Seller.
Agreement
1. Definitions. Any capitalized term used but not defined herein shall have the meaning
specified for such term in the Assigned Agreement.
2. Consent. Subject to the terms and conditions below, Buyer consents to and approves the
pledge and assignment by Seller to Financing Provider pursuant to the [Security Agreement] of
(a) the Assigned Agreement, and (b) the accounts, revenues and proceeds of the Assigned
Agreement (collectively, the “Assigned Agreement Accounts”).
1 This form assumes that a collateral agent will hold the security on behalf of a syndicate of lenders and
therefore, the consent would be signed by the collateral agent in such capacity for the benefit of the secured parties. If
that is not the case, please modify.
EXHIBIT F-2 – Page 2
3. Limitations on Assignment. Financing Provider acknowledges and confirms that,
notwithstanding any provision to the contrary under applicable law or in any Financing Document
executed by Seller, Financing Provider shall not assume, sell or otherwise dispose of the Assigned
Agreement or any of Financing Provider’s rights under the Assigned Agreement (whether by
foreclosure sale or other liquidation sale, conveyance in lieu of foreclosure or otherwise) unless,
on or before the date of any such assumption, sale or disposition, Financing Provider or any third
party, as the case may be, assuming, purchasing or otherwise acquiring the Assigned Agreement
(a) cures any and all defaults of Seller under the Assigned Agreement which are capable of being
cured and which are not personal to the Seller, (b) executes and delivers to Buyer a written
assumption of all of Seller’s rights and obligations under the Assigned Agreement in form and
substance reasonably satisfactory to Buyer, (c) otherwise satisfies and complies with all
requirements of the Assigned Agreement, (d) provides such tax and enforceability assurance as
Buyer may reasonably request, and (e) is a Permitted Transferee (as defined below). Financing
Provider further acknowledges that the assignment of the Assigned Agreement and the Assigned
Agreement Accounts is for security purposes only and that Financing Provider has no rights under
the Assigned Agreement or the Assigned Agreement Accounts to enforce the provisions of the
Assigned Agreement or the Assigned Agreement Accounts unless and until an event of default has
occurred and is continuing under the Financing Documents between Seller and Financing Provider
(a “Financing Default”), in which case Financing Provider shall be entitled to all of the rights and
benefits and subject to all of the obligations which Seller then has or may have under the Assigned
Agreement to the same extent and in the same manner as if Financing Provider were an original
party to the Assigned Agreement.
“Permitted Transferee” means any person or entity who is reasonably acceptable to Buyer.
Financing Provider may from time to time, following the occurrence of a Financing Default, notify
Buyer in writing of the identity of a proposed transferee of the Assigned Agreement, which
proposed transferee may include Financing Provider, in connection with the enforcement of
Financing Provider’s rights under the Financing Documents, and Financing Provider shall deliver
to Buyer financial statements, information and other evidence satisfactory to Buyer of the
proposed transferee’s technical and financial capability to fulfill the Seller’s obligations under the
Assigned Agreement. Buyer shall, within thirty (30) Business Days of the later of its receipt of
such written notice and delivery of such financial statements, information and other evidence,
confirm to Financing Provider whether or not such proposed transferee is a “Permitted Transferee”
(together with a written statement of the reason(s) for any negative determination) it being
understood that if Buyer shall fail to so respond within such thirty (30) Business Days period such
proposed transferee shall be deemed to be a “Permitted Transferee”.
4. Cure Rights.
(a) Notice to Financing Provider by Buyer. Buyer shall, concurrently with the delivery
of any notice of an event of default under the Assigned Agreement (each, an “Event of Default”)
to Seller (a “Default Notice”), provide a copy of such Default Notice to Financing Provider
pursuant to Section 9(a) of this Consent and Agreement. In addition, Seller shall provide a copy of
the Default Notice to Financing Provider the next Business Day after receipt from Buyer,
independent of any agreement of Buyer to deliver such Default Notice.
EXHIBIT F-2 – Page 3
(b) Cure Period Available to Financing Provider Prior to Any Termination by Buyer.
Upon the occurrence of an Event of Default, subject to (i) the expiration of the relevant cure
periods provided to Seller under the Assigned Agreement, and (ii) Section 4(a) above, Buyer shall
not terminate the Assigned Agreement unless it or Seller provides Financing Provider with notice
of the Event of Default and affords Financing Provider an Additional Cure Period (as defined
below) to cure such Event of Default. For purposes of this Agreement “Additional Cure Period”
means (i) with respect to a monetary default, twenty (20) calendar days in addition to the cure
period (if any) provided to Seller in the Assigned Agreement, and (ii) with respect to a
non-monetary default, forty-five (45) calendar days in addition to the cure period (if any) provided
to Seller in the Assigned Agreement.
(c) Failure by Buyer to Deliver Default Notice. If neither Buyer nor Seller delivers a
Default Notice to Financing Provider as provided in Section 4(a), the Financing Provider’s
applicable cure period shall begin on the date on which notice of an Event of Default is delivered to
Financing Provider by either Buyer or Seller. Except for a delay in the commencement of the cure
period for Financing Provider and a delay in Buyer’s ability to terminate the Assigned Agreement
(in each case only if both Buyer and Seller fail to deliver notice of an Event of Default to Financing
Provider), failure of Buyer to deliver any Default Notice shall not waive Buyer’s right to take any
action under the Assigned Agreement and shall not subject Buyer to any damages or liability for
failure to provide such notice.
(d) Extension for Foreclosure Proceedings. If possession of the Plant (as defined in the
Assigned Agreement) is necessary for Financing Provider to cure an Event of Default and
Financing Provider commences foreclosure proceedings against Seller within thirty (30) calendar
days of receiving notice of an Event of Default from Buyer or Seller, whichever is received first,
Financing Provider shall be allowed a reasonable additional period to complete such foreclosure
proceedings, such period not to exceed ninety (90) calendar days; provided, however, that
Financing Provider shall provide a written notice to Buyer that it intends to commence foreclosure
proceedings with respect to Seller within ten (10) Business Days of receiving a notice of such
Event of Default from Buyer or Seller, whichever is received first. In the event Financing Provider
succeeds to Seller’s interest in the Plant as a result of foreclosure proceedings, the Financing
Provider or a purchaser or grantee pursuant to such foreclosure shall be subject to the requirements
of Section 3 of this Consent and Agreement.
5. Setoffs and Deductions. Each of Seller and Financing Provider agrees that Buyer shall
have the right to set off or deduct from payments due to Seller each and every amount due Buyer
from Seller whether or not arising out of or in connection with the Assigned Agreement.
Financing Provider further agrees that it takes the assignment for security purposes of the
Assigned Agreement and the Assigned Agreement Accounts subject to any defenses or causes of
action Buyer may have against Seller.
6. No Representation or Warranty. Seller and Financing Provider each recognizes and
acknowledges that Buyer makes no representation or warranty, express or implied, that Seller has
any right, title, or interest in the Assigned Agreement or as to the priority of the assignment for
security purposes of the Assigned Agreement or the Assigned Agreement Accounts. Financing
Provider further recognizes and acknowledges that it has relied exclusively on its own
investigation and due diligence with respect to and is responsible for satisfying itself as to the
EXHIBIT F-2 – Page 4
existence and extent of Seller’s right, title, and interest in the Assigned Agreement, and Financing
Provider hereby releases Buyer from any liability resulting from the assignment for security
purposes of the Assigned Agreement and the Assigned Agreement Accounts.
7. Amendment to Assigned Agreement. Financing Provider acknowledges and agrees that
Buyer may agree with Seller to modify or amend the Assigned Agreement, and that Buyer is not
obligated to notify Financing Provider of any such amendment or modification to the Assigned
Agreement. Financing Provider hereby releases Buyer from all liability arising out of or in
connection with the making of any amendment or modification to the Assigned Agreement.
8. Payments under Assigned Agreement. Buyer shall make all payments due to Seller under
the Assigned Agreement from and after the date hereof to __________, as depositary agent, to
ABA No. __________, Account No. __________, and Seller hereby consents to any and all such
payments being made in such manner. Each of Seller, Buyer and Financing Provider agrees that
each such payment by Buyer to such depositary agent of amounts due to Seller from Buyer under
the Assigned Agreement shall satisfy Buyer’s corresponding payment obligation under the
Assigned Agreement.
9. Miscellaneous.
(a) Notices. All notices hereunder shall be in writing and shall be deemed received (i)
at the close of business of the date of receipt, if delivered by hand or by facsimile or other
electronic means, or (ii) when signed for by recipient, if sent registered or certified mail, postage
prepaid, provided such notice was properly addressed to the appropriate address indicated on the
signature page hereof or to such other address as a party may designate by prior written notice to
the other parties, at the address set forth below:
If to Financing Provider:
Name:
Address:
Attn:
Telephone:
Facsimile:
Email:
If to Buyer:
Name:
Address:
EXHIBIT F-2 – Page 5
Attn:
Telephone:
Facsimile:
Email:
(b) No Assignment. This Consent and Agreement shall be binding upon and shall
inure to the benefit of the successors and assigns of Buyer, and shall be binding on and inure to the
benefit of the Financing Provider, the Secured Parties and their respective successors and
permitted transferees and assigns under the [loan agreement] and [security agreement].
(c) No Modification. This Consent and Agreement is neither a modification of nor an
amendment to the Assigned Agreement.
(d) Choice of Law. The parties hereto agree that this Consent and Agreement shall be
construed and interpreted in accordance with the laws of the State of California, excluding any
choice of law rules which may direct the application of the laws of another jurisdiction.
(e) No Waiver. No term, covenant or condition hereof shall be deemed waived and no
breach excused unless such waiver or excuse shall be in writing and signed by the party claimed to
have so waived or excused.
(f) Counterparts. This Consent and Agreement may be executed in one or more
duplicate counterparts, and when executed and delivered by all the parties listed below, shall
constitute a single binding agreement.
(g) No Third Party Beneficiaries. There are no third party beneficiaries to this Consent
and Agreement.
(h) Severability. The invalidity or unenforceability of any provision of this Consent
and Agreement shall not affect the validity or enforceability of any other provision of this Consent
and Agreement, which shall remain in full force and effect.
(i) Amendments. This Consent and Agreement may be modified, amended, or
rescinded only by writing expressly referring to this Consent and Agreement and signed by all
parties hereto.
(j) Attorneys’ Fees. If a suit or action is instituted to enforce or interpret any term of
this Consent and Agreement, the prevailing party in any suit or action brought to enforce or
interpret the provisions of this Agreement shall be entitled to recover its reasonable costs and
attorneys' fees at any hearing, any trial, on appeal, and on any petition for review or other trial
court or appellate proceeding. In addition, the prevailing party shall be entitled to recover its
reasonable costs and attorneys’ fees incurred in enforcing its rights under this Consent and
Agreement in connection with any nonjudicial action or the exercise of nonjudicial remedies, and
EXHIBIT F-2 – Page 6
in any administration, arbitrative, mediation or dispute resolution process or proceeding. In
addition, the prevailing party shall be entitled to recover an amount equal to the fair market value
of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third
parties.
(k) Rule of Construction. It is understood and agreed that the rule of construction that
a written agreement is to be construed against the party preparing or drafting such agreement shall
not be applicable to the interpretation of this Consent and Agreement, it being recognized that each
of Buyer and Financing Provider has contributed substantially and materially to the preparation of
this Consent and Agreement.
IN WITNESS WHEREOF, each of Buyer and Financing Provider has duly executed this Consent
and Agreement as of the date first written above.
[SIGNATURE BLOCKS]
ACKNOWLEDGEMENT
The undersigned hereby acknowledges the Consent and Agreement set forth above, makes the
agreements set forth therein as applicable to Seller, including the obligation of Seller to provide a
copy of any Default Notice it receives from Buyer to Financing Provider the next Business Day
after receipt by Seller, and confirms that the Financing Provider identified above and the Secured
Parties have provided or are providing financing to the undersigned.
________________________
[name of Seller]
By: _________________________________
Name: _______________________________
Title: ________________________________
EXHIBIT G – Page 1
EXHIBIT G
EXPECTED ANNUAL ENERGY PRODUCTION
Contract Year Expected Annual Energy Production (in MWh)
1 75,000
2 74,625
3 74,252
4 73,881
5 73,511
6 73,144
7 72,778
8 72,414
9 72,052
10 71,692
11 71,333
12 70,977
13 70,622
14 70,269
15 69,917
16 69,568
17 69,220
18 68,874
19 68,529
20 68,187
21 67,846
22 67,507
23 67,169
24 66,833
25 66,499
26 66,167
27 65,836
28 65,507
29 65,179
30 64,853
31 64,529
32 64,206
33 63,885
34 63,566
35 63,248
36 62,932
37 62,617
38 62,304
39 61,992
40 61,682
EXHIBIT G – Page 2
___ Dated as of Seller Execution, with the Expected Annual Energy Production for Contract Year 1
based on the Expected Initial Capacity of 26 MW AC and each subsequent Contract Year reduced
by a degradation factor of 0.5%.
___ Dated as of Commercial Operation Date, with the Expected Annual Energy Production for
Contract Year 1 based on the Initial Capacity of ___ MW AC (subject to the Initial Capacity
limitations described in Section 2.3(c)(2) of the Agreement and each subsequent Contract Year
reduced by a degradation factor of ___%.
Capitalized terms have the meanings set forth in that certain Power Purchase Agreement dated ___, by and
between the City of Palo Alto, as Buyer, and Hecate Energy Palo Alto LLC, as Seller.
EXHIBIT H – Page 1
EXHIBIT H
SELLER DOCUMENTATION CONDITION PRECEDENT
Seller shall provide to Buyer all of the following documentation at least five (5) Business Days
prior to the Seller Execution:
1. A copy of each of (A) the articles of incorporation, certificate of incorporation,
operating agreement or similar applicable organizational document of Seller and
(B) the by-laws or other similar document of Seller (collectively, “Charter
Documents”) as in effect, or anticipated to be in effect, on the Seller Execution.
2. A certificate signed by an authorized officer of Seller, dated no earlier than ten (10)
Business Days prior to the Seller Execution, certifying (A) that attached thereto is a
true and complete copy of the Charter Documents of the Seller, as in effect at all
times from the date on which the resolutions referred to in clause (B) below were
adopted to and including the date of such certificate; (B) that attached thereto is a
true and complete copy of resolutions duly adopted by the board of directors (or
other equivalent body) or evidence of all corporate or limited liability company
action, as the case may be, of Seller, authorizing the execution, delivery and
performance of this Agreement, and that such resolutions have not been modified,
rescinded or amended and are in full force and effect, and (C) as to the name,
incumbency and specimen signature of each officer of Seller executing this
Agreement.
3. A certificate from the jurisdiction of Seller’s incorporation or organization
certifying that Seller is duly organized, validly existing and in good standing under
the laws of such jurisdiction.
4. Evidence of Site control (e.g. lease with redacted price terms) satisfactory to Buyer.
5. A copy of the most recent financial statements (which may be unaudited) from
Seller and Seller’s Parent together with a certificate from the Chief Financial or
equivalent officer of Seller, dated no earlier than ten (10) Business Days prior to the
Seller Execution, to the effect that, to the best of such officer’s knowledge, (A) such
financial statements are true, complete and correct in all material respects and (B)
there has been no material adverse change in the financial condition, operations,
Properties, business or prospects of Seller since the date of such financial
statements.
6. A completed Expected Annual Energy Production table based on the Plant’s
Expected Initial Capacity in the form set forth at Exhibit G.
City of Palo Alto (ID # 6517)
Finance Committee Staff Report
Report Type: Action Items Meeting Date: 2/16/2016
City of Palo Alto Page 1
Council Priority: Environmental Sustainability
Summary Title: Wilsona Solar Renewable Power Purchase Agreement
Title: Utilities Advisory Commission Recommendation That the City Council
Adopt a Resolution to Approve a Power Purchase Agreement With Hecate
Energy Palo Alto LLC for up to 75,000 Megawatt-hours per Year of Energy
Over a Maximum of 40 Years for a Total not to Exceed Amount of $101
Million
From: City Manager
Lead Department: Utilities
Recommendation
Staff and the Utilities Advisory Commission (UAC) recommend that the Finance Committee
recommend that the City Council adopt a Resolution (Attachment A) to:
1.Approve a Power Purchase Agreement (PPA) with Hecate Energy Palo Alto LLC (HEPA), a
Delaware limited liability company, for the acquisition of up to 75,000 Megawatt-hours
(MWh) per year of energy from the Wilsona solar project (Wilsona) over a maximum of
forty years at a total cost not to exceed $101 million;
2.Delegate to the City Manager or his designee, the authority to execute on behalf of the
City the PPA with HEPA, the three contract term extension options available to the City
under the PPA, and any documents necessary to administer the agreements that are
consistent with the Palo Alto Municipal Code and City Council approved policies;
3.Waive the application of the investment-grade credit rating requirement of Section
2.30.340(d) of the Palo Alto Municipal Code, which applies to energy companies that do
business with the City, as HEPA will provide a $5.2 million letter of credit as a
development assurance deposit, and a subsequent $2.6 million letter of credit as a
performance assurance deposit; and
4.Waive the application of the anti-speculation requirement of Section D.1 of the City’s
Energy Risk Management Policy as it may apply to surplus electricity purchases resulting
from the City’s participation in the Wilsona PPA, due to the variability of the City’s
hydroelectric resources.
ATTACHMENT C
City of Palo Alto Page 2
Executive Summary
As part of ongoing efforts to meet the City’s Carbon Neutral Plan requirements, as well as to
comply with the recently adopted state Renewable Portfolio Standard (RPS) mandate of
providing at least 50% of sales from qualifying renewable resources by 2030, staff issued a
request for proposals (RFP) for renewable resources in the spring of 2015 and evaluated the
proposals based on price, value, viability and compatibility with the City’s needs. Under this
RFP, staff sought projects that would begin delivering energy to Palo Alto in 2021, which is
when one of the City’s older wind energy contracts will expire. After thorough review, staff
concluded that the Wilsona solar photovoltaic (PV) project proposal had the best total score.
When it begins operating in mid-2021, the 26-megawatt (MW) project1 will provide about 7.5
percent of the City’s annual electricity needs, and will be sited on low productivity, previously
disturbed agricultural land in Los Angeles County. The project was proposed by Hecate Energy
LLC (Hecate), a privately-held developer, owner, and operator of solar, wind, energy storage,
and natural gas projects. Headquartered in Nashville, Hecate was founded in 2012 by the
executive team that built (and subsequently sold) the company OCI Solar Power. Hecate
currently has over 2,400 MW of projects under development.
The Wilsona PPA (Attachment B) is structured as a 25-year initial term, followed by three
separate five-year extension term options that can be exercised at the City’s sole discretion.
The project’s contract price of 3.676 cents per kWh is substantially lower than the prices of any
of the City’s previously executed renewable energy contracts. But as with all of those prior
contracts, Palo Alto will make no upfront payments under the Wilsona PPA; energy will be paid
for only after it is delivered.
Further mitigating the risks posed by this contract, HEPA will be required to post a $5.2 million
development assurance deposit, which the City will be able to keep in the event that the
project is not completed in a timely manner. This deposit amount is almost three times greater
than the amount provided under any of the City’s prior renewable energy contracts. In
addition, the Wilsona project will be a “fully deliverable” project, meaning that it will provide
Resource Adequacy (RA) value to the City, in addition to the value of its renewable energy.
On January 13, 2016, the UAC reviewed the proposed PPA and unanimously recommended that
Council approve staff’s recommendation.
Background
Per the Council-approved Long-term Electric Acquisition Plan (LEAP) Objectives and Strategies,
updated in April 2012 (Staff Report 2710), the City’s RPS target is to procure at least 33% of its
retail sales volume from qualifying renewable resources by 2015, and to continue procuring
1 Under the terms of the PPA, the Wilsona project will be sized between 25 and 27 MW, with an expected size of
26 MW. All references to the Wilsona project’s 26 MW size in this report should be understood to capture that
range.
City of Palo Alto Page 3
renewable resources as long as the cumulative rate impact of all of the City’s renewable
resources is not more than 0.5 cents per kilowatt-hour (¢/kWh).
In addition, California’s Senate Bill (SB) 350, signed into law in October 2015, requires all
electric utilities in the state, including Palo Alto’s municipal utility, to procure increasing
amounts of renewable resources in order to serve their retail customers. Utilities must procure
at least 40% of their retail sales volume from renewable resources by December 31, 2024, at
least 45% by December 31, 2027, and at least 50% by December 31, 2030 (and each year
thereafter).
Finally, in March 2013, Council approved the City’s Carbon Neutral Plan for the electric supply
portfolio, to be achieved starting in 2013 (Staff Report 3550). Since 2013 and over the next year
of implementing the Carbon Neutral Plan, the City expects to achieve carbon neutrality with its
renewable energy portfolio, its carbon-free hydroelectric resources and by purchasing
renewable energy certificates (RECs) to offset the emissions associated with its wholesale
market power purchases. Starting in 2017, the City plans to achieve carbon neutrality entirely
through the acquisition of additional “hard resources” that supply the City with both energy
and environmental attributes so that REC purchases can be minimized—and the Wilsona PPA is
a part of that long-term effort.
Current Status of Renewable Resources in Palo Alto’s Electric Portfolio
The City has executed nine PPAs for new renewable resources that are currently delivering
energy to Palo Alto. The currently operating resources include two wind projects, five landfill-
gas-to-energy (LFGTE) projects, and two large-scale solar PV projects. In addition, three more
PPAs have been executed for solar projects that are still under development and expected to
begin operating by the end of 2016. The City has also executed PPAs for three other resources
but subsequently terminated those agreements after the suppliers ran into problems
developing the projects and requested unacceptable contractual concessions. Summary
information for all 12 currently contracted RPS resources is provided in Table 1.
City of Palo Alto Page 4
Table 1 – Palo Alto’s Existing Renewable Energy Contracts
Project Supplier Technology Date Contract
Executed
Actual or
Estimated
Online Date
Annual
Energy
(GWh)
High Winds Iberdrola Wind Nov. 2004 Dec. 2004 48.2
Shiloh Iberdrola Wind Oct. 2005 Jun. 2006 64.5
Santa Cruz Ameresco Landfill Gas Nov. 2004 Feb. 2006 9.9
Half Moon Bay Ameresco Landfill Gas Jan. 2005 Apr. 2009 43.9
Keller Canyon Ameresco Landfill Gas Aug. 2005 Aug. 2009 14.9
Johnson Canyon Ameresco Landfill Gas Aug. 2009 May 2013 10.4
San Joaquin Ameresco Landfill Gas May 2010 Apr. 2014 30.3
EE Kettleman Land Clēnera Solar PV Nov. 2012 Aug. 2015 53.5
Hayworth Solar sPower Solar PV Jun. 2014 Dec. 2015 63.7
Subtotal – Operating 339.2
Frontier Solar Clēnera Solar PV Jul. 2013 May 2016 52.5
Elevation Solar C sPower Solar PV Jul. 2013 Oct. 2016 100.8
Western Antelope
Blue Sky Ranch B sPower Solar PV Jul. 2013 Oct. 2016 50.4
Subtotal – Under Development 203.7
Total – All Executed Contracts 542.9
In addition, through its contract with the Western Area Power Administration and through its
ownership share of the Calaveras Hydroelectric Project, the City receives a small amount of
energy from “small” hydroelectric projects that qualify under the state’s RPS standard. These
resources that can be counted towards the City’s RPS requirements together account for about
1% of the City’s sales in normal water years.
Lastly, Palo Alto CLEAN, a local solar PV feed-in tariff program, was launched in March 2012
(Staff Report 2548, Resolution 9235). Under the current program design approved in May 2015
(Staff Report 5849), the Palo Alto CLEAN program may provide up to 0.5% of Palo Alto’s electric
energy needs.
Together, when all of the renewable facilities under contract enter commercial operation, and
assuming Palo Alto CLEAN provides 0.5% of the City’s total energy supply, the City’s RPS is
expected to be about 42.9% of total energy supply needs in 2016, and 57.5% in 2017, as shown
in Figure 1 below. However, one of the City’s earliest PPAs, for the Shiloh I wind project, is set
to expire in May 2021. Once it does, the City’s RPS will fall to about 50% (in 2022). Figure 1
shows actual energy deliveries through 2014 and estimated deliveries after that date.
City of Palo Alto Page 5
Figure 1 – Palo Alto’s Committed Renewable Resources
Green Premium Calculation
To conform to the City’s RPS policy rate impact limitation of 0.5¢/kWh on average, staff
compares the total cost of each renewable resource to the wholesale market price of non-
renewable energy at the time that the contract for the resource is executed. The green
premium represents the additional cost paid for renewable energy compared to non-renewable
energy from the market. For each resource the levelized2 cost impact ($/year) is calculated as
follows:
Green Premium = (PPA cost + transmission charges – capacity value) – brown power cost,
where “PPA cost” is the renewable energy cost adjusted for its time-of-delivery3; “transmission
charges” are any costs Palo Alto would incur to get the energy delivered to CAISO territory;
“capacity value” is any system or local capacity value provided by the resource; and “brown
2 Levelizing is a process of taking nominal cash flows, discounting them to present value, summing the present
values, and amortizing the present value into uniform annual payments like a mortgage. The discounting and the
amortizing are both performed with the user’s discount rate or time-value of money.
3 In general, solar PV projects deliver energy during the on-peak hours when energy deliveries are more valuable;
thus solar PV project prices are discounted slightly in the green premium calculation. The opposite adjustment is
usually true of wind projects.
City of Palo Alto Page 6
power cost” is the wholesale market price quote for non-renewable energy delivered to
northern California for an equivalent term.
Discussion
This section of the report will cover the following topics:
A. The Market for Renewable Resources in California
B. Results of Palo Alto’s Renewable Resource Request for Proposals (Spring 2015 RFP)
C. Wilsona Solar Project Summary
D. Contract Mechanisms for Mitigating Project Risks
E. Energy Risk Manager’s Assessment
F. Palo Alto’s Renewable Resource Portfolio with Wilsona
G. Alternative to Approving the Wilsona PPA
A. The Market for Renewable Resources in California
California’s aggressive RPS mandates for electric utilities resulted in a supply-demand
imbalance in the renewables market that drove prices up, particularly between 2007 and 2011.
However, in the past several years renewable energy prices have plummeted—largely due to an
influx of low-cost solar panels into the market. Prior to 2011, solar was generally the most
expensive type of renewable energy technology; now it is easily the least expensive.
Furthermore, in the past few years, supply and demand factors have shifted decidedly in favor
of buyers like Palo Alto. A large number of renewable energy developers have entered the
market in recent years—reacting to the then-high renewable energy contract prices and the
large appetites of the state’s large investor-owned utilities (IOUs) seeking to meet their RPS
procurement requirements. But, as of now, the IOUs have contracted for enough renewable
energy to meet their mid-term needs and have dramatically slowed their procurement efforts.
This has left a large pool of project developers competing with each other to win contracts with
a relatively small pool of buyers. As a result, renewables prices—particularly for solar—have
been driven down to the point that they are now roughly at parity with long-term brown
market prices.
However, there are a number of factors that have the potential to push renewable energy
prices back up in the mid- to long-term. Among them are:
a) The scheduled expiration of federal tax incentives for renewable energy projects—
including the reduction from 30% to 10% of the Investment Tax Credit (ITC)4 and
accelerated depreciation rules;
b) The recent passage of SB 350, the new 50% by 2030 RPS mandate, which will likely spur
all of the state’s electric utilities to begin actively procuring renewable energy for the
2020 to 2030 time period; and
4 At the time the City issued this RFP, and through the majority of the negotiations process with Hecate, the ITC
was slated to drop from 30% to 10% at the end of 2016. However, in mid-December 2015 Congress extended the
ITC at the 30% level for an additional three years. It is now scheduled to reduce to 26% for projects beginning
construction in 2020, and to 22% for projects beginning construction in 2021, before falling to the 10% level again.
City of Palo Alto Page 7
c) The enactment of the U.S. Environmental Protection Agency’s (EPA’s) Clean Power Plan,
which is likely to lead other Western states to more actively pursue renewable
resources in order to reduce the carbon emissions associated with their electricity.
All of the above factors suggest that now is a good time to lock in long-term commitments at
historically low prices in order to help the City meet its carbon neutrality goals and its post-
2020 RPS requirements.
B. Results of Palo Alto’s Renewable Resource Request for Proposals (Spring 2015 RFP)
The City typically contracts for renewable power by independently issuing RFPs, the most
recent of which was released in April 2015 in pursuit of projects that would deliver renewable
energy starting in 2021 to replace the Shiloh I wind PPA when it expires in 2021. Staff expected
to receive proposals from projects that would be constructed before the end of 2016 (in order
to take advantage of the 30% federal ITC—which, at the time the RFP was issued, was
scheduled to be reduced to 10% at the end of 2016; however, in December Congress extended
it at the 30% level until the end of 2019) or from projects that would not be completed until
2021. In response to this RFP, the City received 41 project proposals, which is about half as
many as were received in response to the City’s prior RFP in fall 2013. This drop-off in proposals
received is likely due to the fact that the City was requesting a rather late contract start date of
2021. The 41 proposals represented a total capacity of 900 MW and 2,600 gigawatt-hours per
year (GWh/year) of energy from a variety of different generating technologies. The proposed
projects included 32 solar PV projects, five wind projects, two biomass projects, one
geothermal project, and one ocean wave project.
The proposals were evaluated based on price and value, project/contract viability, and
compatibility with Palo Alto’s electric portfolio. The City received many attractive proposals—
including several that were priced lower than any of Palo Alto’s previously executed PPAs—but
ultimately the Wilsona proposal received the highest overall score.
In evaluating the price and value of different offers staff takes into account:
The daily and seasonal shape of the energy output;
The location of the resource;
The structure of the output in terms of meeting legislated criteria (i.e., satisfying
limitations on the use of the three categories of renewable resources defined by the
state’s RPS law);
The estimated capacity value of the output;
The estimated interconnection cost to get the output onto the grid; and
The green premium, which is calculated for each proposal as the proposal cost minus
the cost of buying the equivalent amount of non-renewable resource output.
Figure 2 depicts the range of green premiums for the proposals received in the spring 2015 RFP,
sorted by type of generation technology. Overall, the green premiums of these projects were
City of Palo Alto Page 8
somewhat lower than those of the project proposals received through the fall 2013 RFP, and
those of the top few proposals were substantially lower.
Further, the viability of each proposed project/contract was evaluated in terms of accomplished
and remaining project development steps, along with the financial standing and development
experience of the project developer.
Figure 2 – Green Premiums and Project Start Dates of RFP Proposals
C. Wilsona Solar Project Summary
The Wilsona PPA proposal was submitted by Hecate Energy, a privately-held Nashville-based
firm that develops solar PV, wind, energy storage, and natural gas projects in the U.S. as well as
abroad. Hecate currently has over 2,400 MW of projects under development. In June 2014, the
Los Angeles Department of Water and Power board unanimously approved the award of 190
MW of solar PV PPAs to Hecate—an award that comprises two 56 MW projects, a 50 MW
project, and 28 MW of in-city distributed generation solar PV projects. Additionally, Hecate’s
management team led the partnership for a 400 MW solar PPA with CPS Energy of San Antonio,
Texas—the largest municipal solar development in the U.S.
Wilsona Solar is a 26 MW project, with expected annual energy deliveries of 75,000 MWh
(approximately 7.5% of the City’s energy needs) in the first year of the contract term. As with
City of Palo Alto Page 9
any solar PV plant, the annual output is expected to decline at a rate of about 0.5% per year
due to solar panel degradation effects. The project is expected to begin commercial operations
in the first half of 2021, and will interconnect to the California Independent System Operator
(CAISO) grid as a Full Capacity Deliverability Status (FCDS) resource, which means that the City
will be able to claim capacity value from the project. The project is expected to be sited on
disturbed agricultural land about 20 miles east of the City of Palmdale in Los Angeles County,
and interconnect at the Wilsona Substation.
The Wilsona PPA is structured as a 25-year base contract term, followed by three separate five-
year extension term options that can be exercised by Palo Alto in its sole discretion. The
negotiated price for the PPA is $36.76 per MWh (3.676/kWh) for the entire term of the
contract, which is about 47% lower than the price of the lowest cost solar PPA that was
approved by the Council5.
As of today, the green premium for a 40-year contract term is significantly lower than that of a
25-, 30-, or 35-year term. For this reason, and assuming the development of the project
proceeds according to plan, it appears likely that the City will want to exercise all three contract
term extension options. Staff therefore seeks Council authorization to exercise all three
options, which would extend the 25-year base contract to a full 40-year contract term for the
City. Staff also requests that Council delegate authority to the City Manager to exercise the
extension term options, so that the City may act expeditiously if staff determines that it is in the
City’s best interest to exercise each option near the end of the then-current contract term.
Delegation of such authority to the City Manager is permissible under section 2.30.290 of the
Palo Alto Municipal Code.
D. Contract Mechanisms for Mitigating Project Risks
With any new, or “greenfield,” electric generation resource there is a risk that the project will
not be built, will come online later than scheduled, or will stop performing at some point after
it comes online. The Wilsona project, in particular, due to its planned 2021 start date, is at a
relatively early stage of development and therefore can be considered at greater risk than
other, more advanced projects. To mitigate these risks, the City has negotiated the inclusion of
very sizable development and performance assurance deposits in this PPA. Also, as with all
PPAs, this agreement is structured so that the City pays only for metered output from the
project after it has been delivered each month. This structure minimizes the City’s exposure to
operational, maintenance, and counterparty default risks in the contract.
For this project, HEPA will provide a development assurance deposit of $5.2 million (in the form
of a letter of credit), or $200/kW of installed capacity, which will be available to the City as
liquidated damages payable by the developer if the project misses the commercial operation
milestone deadline. The development deposit provides an incentive to the developer to
complete the project on time. It also provides compensation to the City should the project
5 The levelized price for the Hayworth Solar PPA approved in June 2015 is $68.72 per MWh for the 34-year term
(assuming both extension term options are exercised). (See Staff Report 4791, Resolution 9416.)
City of Palo Alto Page 10
suffer unexcused delays or fail to materialize. Due to the extended length of time before the
Wilsona project begins operating, staff negotiated a significantly greater development
assurance amount under this PPA compared to prior ones the City has executed6 in order to
offset the increased development risk.
After the start of commercial operations, HEPA will provide a $2.6 million performance
assurance deposit (also in the form of a letter of credit), or $100/kW of installed capacity, which
will be available to the City as liquidated damages payable by HEPA if certain performance
benchmarks are not met. The performance deposit provides an added incentive for the
operator to maintain the project output and provides compensation to the City should
performance be less than expected, which would require the City to procure replacement
renewable energy.
In addition to risks related to project development, operations, and counterparty default, it
should also be noted that there is a risk that in the future the CAISO could impose additional
fees on the owners or off-takers of resources with highly intermittent output such as the
Wilsona project. As more solar and wind resources are added to the state’s generation mix in
the coming years to meet the new 50% RPS mandate, the cost of managing the intermittency of
these resources and ensuring the stability of the electric grid will likely increase, and it is
possible that this additional cost will be passed on to the owners of the resources that are
driving the cost increases. On the other hand, it is also possible that these cost increases would
be spread evenly across all CAISO load-serving entities, regardless of the level of intermittency
of their generation portfolios. While it is important to acknowledge the potential for future cost
increases as a result of executing this agreement, it should also be noted that it is highly
unlikely that these cost increases would be great enough to make the Wilsona project less
attractive to the City than a non-intermittent alternative (i.e., a geothermal or biomass project)
based on the response to the City’s recent renewable energy RFP.
E. Energy Risk Manager’s Assessment
The Energy Risk Manager (ERM) was involved in the final stages of the RFP evaluation process
when two final candidates were being considered. The ERM analyzed the creditworthiness of
each counterparty and provided the results to the RFP selection team. Credit assessments were
performed on the companies providing financing for the projects. HEPA’s financial backer is
Hecate Energy.
The ERM assessed the expected default frequency (EDF) of Hecate using Moody’s credit
measure tool, which extracts credit signals by combining information from the equity markets
with the company’s debt structure as reported on its financial statements. This analysis yielded
an EDF of 1.02 percent (meaning that there is an estimated one in 98 chance of default by the
company within the next year).
6 Under the City’s other five solar PPAs, the development assurance amounts range from $20/kW to $75/kW of
installed generating capacity.
City of Palo Alto Page 11
The risks to the City of entering into the proposed PPA are that the supplier defaults or is
unable to perform according to the terms of the contract. If this occurs, the City might need to
buy renewable energy from another supplier in order to meet its RPS obligations under state
law or to meet the City’s RPS and Carbon Neutral goals. These risks are minimized by the
following terms of the proposed PPA:
The City is not at risk for paying for output that is not delivered. The City will make no
payments under the PPA unless and until energy from the project is delivered to the
City.
The supplier’s development assurance deposit funds provide some degree of comfort
that the project will be completed. If it is not, then the City would be able to access the
development deposit funds of up to $5.2 million to help offset the cost of procuring
replacement renewable energy.
Once the project becomes operational, the unclaimed development deposit funds will
be returned to HEPA. At the same time, HEPA will post a new performance assurance
deposit that the City can use to cover operational and performance risk. Staff believes
this amount ($2.6 million) is sufficient to cover these risks given that the operating costs
for solar plants are much lower than their operating revenues; thus project owners tend
to keep their projects operating.
In general, businesses in the renewable industry lack extensive financial and operational track
records, and because of the capital-intensive nature of these projects, they tend to be highly
leveraged as well. Hecate Energy is no exception; thus, it is not investment-grade and has a
higher projected default rate than the City’s other (non-renewable) electric and gas suppliers.
However, under the terms of the Wilsona PPA, if the project does not come to fruition
according to the construction start and commercial operation date milestones set forth in the
PPA, or if the supplier defaults at any time during the term of the agreement, the City can
access the then-current development assurance funds provided by the letter of credit. For
these reasons, staff recommends that the Council waive the investment-grade credit
requirement for public agency contracts required under Section 2.20.340(d) of the Palo Alto
Municipal Code. This conforms to Council action on prior renewable resource contracts with
similar characteristics (CMR:461:04, CMR:100:05, CMR:350:05, CMR:343:09, CMR:226:10, Staff
Report 3223, Staff Report 3845, and Staff Report 4791).
F. Palo Alto’s Renewable Resource Portfolio with Wilsona
The City has made commitments to renewable resources projected to provide 57.7% of its
energy from qualified renewable resources by 2017. However, in May 2021 the City’s PPA for
the Shiloh I wind project—which was executed in 2006, and is one of its larger PPAs—is set to
expire. Three more PPAs are then set to expire in 2028 and 2029. If the Wilsona solar project is
added to the City’s renewables portfolio, Palo Alto’s renewable resources would be expected to
provide about 57.5% of total sales in 2022. Additionally, the Wilsona project would enable the
City to meet its Carbon Neutral Plan goal as well as the state’s 50% RPS mandate through 2028.
City of Palo Alto Page 12
Figure 3 illustrates the City’s existing renewable resource commitments, with the Wilsona
project included as a “pending” resource. Also shown are reference lines indicating the level of
renewables that would be needed to achieve a 50% RPS, and the level that would produce a
carbon neutral electric supply portfolio. (The volume of renewable energy certificates (RECs)
that need to be procured each year in order for the City to achieve a 100% carbon neutral
electric supply portfolio is shown as well. The large volume of RECs required from 2013 through
2016 is largely due to the impacts of the current drought, which has reduced the output of the
City’s two hydroelectric resources.) These reference lines indicate that the inclusion of Wilsona
in the City’s renewable resources portfolio would enable the City to achieve greater than a 50%
RPS level and a 100% carbon neutral supply portfolio through long-term renewable and hydro
resources through 2028, even under slightly dry hydrological conditions7.
Figure 3 – Palo Alto’s Renewable Resources with Wilsona
7 Note that the City’s electric needs may change over time from the forecast shown in Figure 3. Load forecasts are
updated annually and staff is aware of forces reducing customer electricity needs—such as energy efficiency
improvements from appliance standards and increasingly stringent building codes as well as increasing local
generation, particularly from rooftop PV systems. On the other hand, increasing attention to electrification of
natural gas using appliances such as water and space heaters as well as increasing penetration of EVs create an
upward pressure on electric loads. Regardless of load trends, staff is confident that sufficient renewable supplies
can be secured to meet future RPS requirements and carbon neutral goals.
City of Palo Alto Page 13
As indicated in Figure 3, staff projects that adding the Wilsona PPA to the City’s renewables
portfolio would cause a surplus of carbon neutral electric supplies from 2026 through 2028.
However, this will be true only if hydrologic conditions are close to (or wetter than) the long-
term average level and all of the renewable resources that the City has contracted for that are
still under development (plus the Wilsona project) are completed on-time and deliver the
expected amount of energy to the City. As the year 2013 through 2016 data points on the
carbon neutral reference line indicate, “dry hydro” years are becoming increasingly common in
northern California, and they can have a tremendous negative impact on the output of the
City’s hydroelectric resources. In such years, even the addition of the Wilsona PPA and all of the
other contracted resources that are still under development would not be sufficient to achieve
a carbon neutral supply portfolio without the purchase of RECs. Also, it is the City’s experience
that some renewable energy projects that are contracted for experience significant
development delays, or end up not being built at all. The City’s experience in this regard is
consistent with the broader renewables market. The California Energy Commission, for
instance, has estimated the failure rate for renewables contracts to be between thirty and forty
percent.8 The City itself has cancelled three renewable PPAs it executed because the projects
did not proceed as planned.
If, however, the City’s carbon neutral electric supply portfolio exceeds the amount of
generation needed to achieve carbon neutrality in any given year, the City would have the
ability to either “bank” the RECs associated with that generation for use in a later time period,
or sell the surplus into the short-term markets. Prices for short-term REC sales are currently
expected to be fairly advantageous for the City over the long-term, so these surplus positions
would likely result in little if any financial loss for the City.
Section D.1 of the City’s Energy Risk Management (ERM) Policy prohibits speculative buying and
selling of energy products. Under the ERM Policy, “speculation” is defined as “buying energy
not needed for meeting forecasted load or selling energy that is not owned.” Because the
Wilsona project has the potential to lead to surplus electric purchases, including during the
2026 through 2028 time period, staff recommends that Council waive application of the ERM
Policy’s anti-speculation requirement to the City’s participation in the Wilsona PPA. Staff’s
recommendation is based on the information set forth above, including the variability of the
City’s hydroelectric resources and potential uncertainties associated with the viability and
timeliness of renewable energy projects in the City’s portfolio that are currently under
development.
Table 2 provides a summary of renewable energy project volumes and the associated annual
green premium amounts for the City’s committed renewable energy supplies as well as the PPA
8 According to the CEC: “Data from the Energy Commission’s [Investor Owned Utility] contract database indicates
that since the start of the RPS Program, about 30 percent of long-term RPS contracts (10 years or more) approved
by the California Public Utilities Commission (CPUC) have been cancelled. The contract failure rate increases to
about 40 percent when also considering contracts that have been delayed.” California Energy Commission. 2011
Integrated Energy Policy Report. Publication Number: CEC-100-2011-001-LCF. 2011.
City of Palo Alto Page 14
under consideration. As shown in the table, the annual green premium for the Wilsona PPA is
estimated at -$1.1 million. This means that the contract is expected to cost the City $1.1 million
per year less than brown power purchases would, based on current forward projections for
brown power costs. If Council approves the Wilsona PPA, the total rate impact for all
renewable supplies would be only 0.123¢/kWh—well within the 0.5¢/kWh rate impact limit
Council established for the RPS goal.
Table 2 – Summary of the City’s Current Renewable Energy Supplies and the Proposed Project
Delivery
Begins
Annual
Generation
(GWh)
Levelized
Price
($/MWh)
Adjusted
Brown
Market
Price
($/MWh)
Green
Premium
($/MWh)
Total
Annual
Green
Premium
($1000)
Small Hydro Before 2000 10.0 N/A N/A 0 0
High Winds Dec. 2004 48.2 57.6 55.0 2.6 123
Shiloh I Wind Jun. 2006 64.5 63.0 69.5 (6.5) (419)
Santa Cruz Feb. 2006 9.9 62.3 59.3 3.0 29
Ox Mountain Apr. 2009 43.9 59.0 67.5 (8.5) (375)
Keller Canyon Aug. 2009 14.9 70.9 83.9 (13.0) (194)
Johnson Canyon Mar. 2013 10.4 123.6 67.3 56.3 588
San Joaquin Jun. 2013 30.3 118.1 75.6 42.4 1,285
Kettleman Aug. 2015 53.5 77.0 60.1 16.9 903
Hayworth Solar Dec. 2015 63.7 68.7 65.0 3.7 234
Frontier Solar May 2016 52.5 69.0 67.1 1.9 98
Elevation Oct. 2016 100.8 68.8 72.7 (4.0) (399)
W. Antelope Oct. 2016 50.4 68.8 69.2 (0.4) (22)
Total Committed Projects 553 Total Committed Green Premium 1,852
Wilsona Jun. 2021 75 36.8 51.4 (14.6) (1,095)
Total with Wilsona
(but without Shiloh) 563 Total Green Premium
with Wilsona (without Shiloh) 1,176 *
* The annual green premium associated with a rate impact of 0.5¢/kWh is equal to $4.8 million
G. Alternative to Approving the Wilsona PPA
As shown in Figure 3 above, if all of the contracted resources that are still under development
are ultimately completed and operate according to expectations, the City’s existing portfolio of
resources is expected to be sufficient to allow the City to satisfy its carbon neutral supply goal
and comply with the state RPS mandate until about 2025. As noted earlier, the rationale for
issuing an RFP in 2015 to satisfy a supply need starting in 2021 was that it would allow the City
to execute a contract for a resource that could make use of the 30% ITC—before it dropped to
10% at the end of 2016.
However, when Congress unexpectedly extended the ITC for several years in mid-December
2015, this created a sudden change in the landscape for renewable energy—and also
City of Palo Alto Page 15
undermined one of the key reasons for issuing this RFP. The impact of this policy change on the
Wilsona project is that it makes it more attractive to potential financiers, and therefore makes
it a more viable project. (Note that after Congress extended the ITC, staff requested a contract
price reduction, but HEPA declined.) On the other hand, it also means it is more likely now that
if the proposed PPA was rejected, staff could issue another RFP in 2018 or 2019 and obtain an
attractively-priced project.
But, as discussed above, there are certain factors that could potentially push renewable energy
prices higher over the next few years—in particular, the wave of new renewables procurement
that is expected to begin around 2018 or 2019 as utilities around the state attempt to meet
their post-2020 RPS requirements. Given this uncertainty around future renewable energy
market prices, and given how attractive the proposed PPA’s contract price is (it is lower than
any other published price for a solar PV resource in the U.S. that staff is aware of), staff
recommends approving the proposed PPA rather than issuing another RFP in a few years to fill
the City’s RPS needs after 2021.
Commission Review and Recommendation
On January 13, 2016, the UAC reviewed staff’s recommendation that Council approve the
proposed PPA with HEPA, delegate execution authority to the City Manager or his designee,
and waive the City’s investment-grade credit rating requirement and anti-speculation
requirement as they may apply to this agreement.
The UAC discussed the proposed PPA, asking questions about the potential impacts of grid
congestion on the project, the environmental attributes of the proposed site, staff’s reasons for
issuing an RFP in 2015 for a contract with a 2021 start date, and the contract provisions
designed to address potential development cost increases. The UAC also heard from Hecate
Energy’s Chief Operating Officer, Nicholas Bullinger, who attended the meeting and spoke
briefly about his company’s track record of developing electric power facilities and the sources
of financing for its projects. Several Commissioners praised staff’s efforts on the RFP and the
contract negotiations, and expressed approval of the proposed PPA.
After discussion, the UAC voted unanimously (7-0) to recommend that Council approve the PPA
as presented by staff. The excerpted draft minutes from the UAC’s discussion of the PPA at its
January 13, 2016 meeting are provided as Attachment C.
Resource Impact
The cost of renewable energy supplies from Wilsona is expected to be up to $101 million over
the 40-year term of the agreement (if all three extension options are exercised). The annual
expected cost is up to $2.8 million. Approval of the PPA would result in a retail rate impact from
all renewable resources, including the Wilsona project, of up to 0.12¢/kWh in 2022. The
expected future cost for procuring renewable resources to meet the City’s RPS goal is already
included in the current five-year financial forecast.
City of Palo Alto Page 16
Policy Implications
Approval of the proposed PPA is in conformance with the City’s Long-term Energy Acquisition
Plan (LEAP), specifically the City’s Renewable Portfolio Standard to meet at least 33% of the
electric sales from renewable energy. Approval of the proposed PPA would also further the
City’s efforts to achieve a carbon neutral electric supply portfolio entirely through the
acquisition of additional “hard resources” that supply the City with both energy and
environmental attributes. Finally, approval of the proposed PPA would help the City satisfy its
obligations under SB 350 to meet at least 50% of its electric sales from renewable energy by
2030.
Environmental Review
Approval of this agreement does not meet the definition of a project under the California
Environmental Quality Act (CEQA), pursuant to Public Resources Code Section 21065. However,
the City intends to receive output from a project that will constitute a project for the purposes
of CEQA. The project developer will be responsible for acquiring necessary environmental
reviews and permits on the project to be developed.
During the development phase of the project, the PPA requires that the City receive and review
the project CEQA documents and the project’s environmental impacts. If the City determines
that the project will have a significant negative environmental impact, it can require HEPA to
develop and implement a remediation plan to mitigate these impacts. And if the environmental
impacts cannot be mitigated, the City is able to terminate the PPA.
Attachments:
Attachment A: Resolution to Approve the PPA with Hecate Energy Palo Alto LLC (PDF)
Attachment B: Power Purchase Agreement with Hecate Energy Palo Alto LLC (PDF)
Attachment C: Draft Excerpted Minutes of the January 13, 2016 UAC Meeting (PDF)
* NOT YET APPROVED *
Resolution No. _________
Resolution of the Council of the City of Palo Alto Approving a Long
Term Power Purchase Agreement with Hecate Energy Palo Alto LLC
for the Purchase of Solar Electricity
A. On April 16, 2012, Council approved an update to the Long-term Electric
Acquisition Plan’s (LEAP) strategy related to the Renewable Portfolio Standard (RPS). The
updated strategy specifies that the City’s objective is to reduce the carbon intensity of the
electric portfolio by pursuing a minimum level of renewable purchases of at least 33 percent of
retail electricity sales by 2015 within a rate impact cap of 0.5 cents per kilowatt-hour.
B. On March 4, 2013, Council approved a Carbon Neutral Plan, which enabled the
City to achieve a carbon neutral electric supply portfolio starting in calendar year 2013.
C. On October 7, 2015, the Governor approved Senate Bill (“SB”) 350, which
requires that all retail sellers of electricity in California, including publicly-owned utilities, serve
50 percent of their retail electricity sales with renewable energy by 2030.
D. The City is interested in purchasing power generated by renewable resources for
the benefit of its electric customers.
E. By purchasing renewable energy resources, the City will help reduce the
production of greenhouse gases, will meet its RPS requirements under SB 350 and LEAP, and
will meet its Carbon Neutral Plan goals.
F. Hecate Energy Palo Alto LLC (“HEPA”) through its parent company, Hecate
Energy LLC, proposed its project, the Wilsona solar photovoltaic plant, in response to the City’s
Request for Proposals 156876 (“RFP”) in May 2015. Its proposal is highly competitive with
other RFP respondent proposals.
G. The execution of a power purchase agreement (“PPA”) with HEPA is anticipated
to enable the City to meet a seven and a half percent portion of its goal of sourcing at least 33
percent of its electric needs from renewable resources and its goal to implement the Carbon
Neutral Plan.
H. Under the terms of this PPA, the City is allocated a 100 percent share of the
power from HEPA’s solar project located in Los Angeles County, California, which will yield
approximately 26 megawatts of plant net output when completed.
I. The PPA is for a twenty-five year base contract term and will allow the City to
extend the PPA at its sole option for up to three additional five-year terms.
ATTACHMENT A
* NOT YET APPROVED *
J. The City’s participation in the Hecate Energy Palo Alto PPA may result in surplus
electric purchases that are inconsistent with the anti-speculation requirement of section D.1 of
the City’s existing Energy Risk Management Policy, due to variability of the City’s hydroelectric
resources, and potential uncertainties associated with the timeliness and viability of the
renewable energy projects in the City’s portfolio still under development.
The Council of the City of Palo Alto does RESOLVE as follows:
SECTION 1. The Council approves the power purchase agreement (PPA) between
Hecate Energy Palo Alto LLC, as seller, and the City of Palo Alto, as buyer. The delivery term of
the PPA is up to forty (40) years, commencing upon the commercial operation date of the
planned electric generation facility, which date is expected to be no later than June 1, 2021. The
City will receive a 100 percent share of the facility’s net output. Spending authority under the
PPA shall not exceed one hundred one million dollars ($101,000,000).
SECTION 2. The Council delegates to the City Manager, or his designee, the authority
to execute the PPA with Hecate Energy Palo Alto LLC on behalf of the City, and the authority to
execute any documents necessary to administer the PPA that are consistent with the Palo Alto
Municipal Code and City Council approved policies.
SECTION 3. As permitted by section 2.30.290 of the Palo Alto Municipal Code, the
Council delegates to the City Manager, or his designee, the authority to exercise the three
extension term options, to extend the twenty-five year base contract to a full forty year
contract term for the City.
SECTION 4. With respect to the Council’s award of the PPA referred to in Section 1
above, the Council waives the creditworthiness requirements of Palo Alto Municipal Code
section 2.30.340(c), as that requirement may apply to Hecate Energy Palo Alto LLC.
SECTION 5. With respect to the Council’s award of the PPA referred to in Section 1
above, the Council waives the anti-speculation requirement of Section D.1 of the City’s existing
Energy Risk Management Policy, as that requirement may apply to surplus electricity purchases
caused by the City’s participation in the PPA with Hecate Energy Palo Alto LLC.
SECTION 6. The Council’s approval of this PPA does not meet the definition of a
project under the California Environmental Quality Act (CEQA), pursuant to Public Resources
Code Section 21065. However, the City intends to receive output from a project that will
constitute a project for the purposes of CEQA. The project developer will be responsible for
acquiring necessary environmental reviews and permits on the project to be developed. During
the development phase of the project, the City will become a “responsible agency” under the
CEQA proceedings. As such, the PPA allows for the City to review the project CEQA documents
and issue a notice of determination with respect to its review of the projects. Staff anticipates
working with the City Attorney’s Office and the Planning Department to undertake this
assessment and make a determination.
* NOT YET APPROVED *
INTRODUCED AND PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST:
___________________________ ___________________________
City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
___________________________ ___________________________
Senior Deputy City Attorney City Manager
___________________________
Director of Utilities
___________________________
Director of Administrative
Services
Execution Version
POWER PURCHASE AGREEMENT
Between
The City of Palo Alto
(as “Buyer”)
and
Hecate Energy Palo Alto LLC
(as “Seller”)
Dated as of _______________, 2016
ATTACHMENT B
TABLE OF CONTENTS – Page i
TABLE OF CONTENTS
PREAMBLE ......................................................................................................................1
RECITALS ......................................................................................................................1
GENERAL TERMS AND CONDITIONS .................................................................................1
ARTICLE I: DEFINITIONS; RULES OF INTERPRETATION ...............................................1
1.1 Definitions. .........................................................................................................1
1.2 Rules of Interpretation. ...................................................................................... 17
ARTICLE II TERM, PURCHASE AND SALE ....................................................................... 18
2.1 Conditions Precedent to Commencement of Term of Agreement ....................... 18
2.2 Agreement Term, Delivery Term, Acceleration and Extension .......................... 18
2.3 Purchase and Sale of the Output ........................................................................ 20
2.4 Price.................................................................................................................. 21
2.5 Test Energy ....................................................................................................... 22
2.6 Environmental Attributes .................................................................................. 22
2.7 Resource Adequacy........................................................................................... 23
2.8 Tax Credits and Incentives. ............................................................................... 23
2.9 CEQA. .............................................................................................................. 24
2.10 Right of First Refusal for Expansion Plant and Expansion Plant Output. ........... 25
2.11 Refurbishment of Plant...................................................................................... 26
ARTICLE III METERING AND BILLING ............................................................................. 27
3.1 Metering Requirements. .................................................................................... 27
3.2 Billing. .............................................................................................................. 28
3.3 Payment ............................................................................................................ 29
3.4 Billing Agent. ................................................................................................... 29
ARTICLE IV SELLER'S OBLIGATIONS............................................................................... 29
4.1 Development, Finance, Construction and Operation of the Plant. ...................... 29
4.2 General Obligations. ......................................................................................... 32
4.3 Construction Milestones. ................................................................................... 34
4.4 Milestone Excused Delay and Liquidated Damages........................................... 36
4.5 Obligation to Schedule and Deliver. .................................................................. 37
4.6 Output Obligations, Performance LDs and Buyer’s Right to Operate. ............... 40
ARTICLE V BUYER’S OBLIGATIONS ................................................................................ 42
5.1 Delivery and Transmission. ............................................................................... 42
5.2 Taxes. ............................................................................................................... 42
5.3 Notification of Transmission Outages. .............................................................. 42
ARTICLE VI FORCE MAJEURE ........................................................................................... 43
6.1 Remedial Action. .............................................................................................. 43
6.2 Notice. .............................................................................................................. 43
6.3 Termination Due To Force Majeure Event. ....................................................... 43
TABLE OF CONTENTS – Page ii
ARTICLE VII DEFAULT, REMEDIES AND TERMINATION ............................................ 44
7.1 Events of Default by Buyer. .............................................................................. 44
7.2 Events of Default by Seller................................................................................ 44
7.3 Termination for Default. ................................................................................... 45
7.4 Limitation of: Remedies, Liability and Damages. .............................................. 47
ARTICLE VIII REPRESENTATIONS AND WARRANTIES................................................. 48
8.1 Seller’s Representations and Warranties. ........................................................... 48
8.2 Buyer Representations and Warranties. ............................................................. 50
8.3 Covenants ......................................................................................................... 50
ARTICLE IX DEVELOPMENT, INTERIM AND PERFORMANCE ASSURANCE ............. 51
9.1 Grant of Security Interest/Remedies. ................................................................. 51
9.2 Development Assurance, Interim Assurance and Performance Assurance. ........ 52
9.3 Letter of Credit.................................................................................................. 54
ARTICLE X MISCELLANEOUS ........................................................................................... 56
10.1 Indemnification. ................................................................................................ 56
10.2 Assignment. ...................................................................................................... 57
10.3 Notices. ............................................................................................................. 58
10.4 Electronic Transmission .................................................................................... 59
10.5 Captions. ........................................................................................................... 59
10.6 No Third Party Beneficiary. .............................................................................. 59
10.7 No Dedication ................................................................................................... 59
10.8 Entire Agreement; Integration; Amendments..................................................... 59
10.9 Applicable Law. ................................................................................................ 60
10.10 Venue. .............................................................................................................. 60
10.11 Rule of Construction. ........................................................................................ 60
10.12 Attorneys’ Fees and Costs. ................................................................................ 60
10.13 Nature of Relationship. ..................................................................................... 61
10.14 Good Faith and Fair Dealing; Reasonableness. .................................................. 61
10.15 Severability. ...................................................................................................... 61
10.16 Confidentiality. ................................................................................................. 61
10.17 Cooperation. ..................................................................................................... 63
10.18 Audit. ................................................................................................................ 63
10.19 Mobile Sierra Doctrine. ..................................................................................... 63
10.20 Counterparts...................................................................................................... 63
10.21 Debt Liability Disclaimer. ................................................................................. 63
10.22 No Implied Waiver of Breach............................................................................ 64
SIGNATURE PAGE ................................................................................................................ 65
TABLE OF CONTENTS – Page iii
EXHIBITS
The following Exhibits constitute a part of this Agreement and are incorporated into this
Agreement by reference:
EXHIBIT A PLANT DESCRIPTION AND SITE DRAWINGS
EXHIBIT B ENVIRONMENTAL ATTRIBUTE TRANSFER FROM SELLER TO
BUYER
EXHIBIT C INSURANCE COVERAGES
EXHIBIT D SCHEDULING PROTOCOLS
EXHIBIT E-1 FORM OF MONTHLY PROGRESS REPORT
EXHIBIT E-2 COD CERTIFICATION
EXHIBIT F-1 FORM OF LETTER OF CREDIT
EXHIBIT F-2 FORM OF LENDER CONSENT AGREEMENT
EXHIIBT G EXPECTED ANNUAL ENERGY PRODUCTION
EXHIBIT H SELLER DOCUMENTATION CONDITIONS PRECEDENT
POWER PURCHASE AGREEMENT - Page 1 of 65
POWER PURCHASE AGREEMENT
PREAMBLE
This Power Purchase Agreement, together with the exhibits referenced herein, is made and entered
into as of the Execution Date, by and between the City of Palo Alto, a California chartered
municipal corporation (“Buyer”), and Hecate Energy Palo Alto LLC, a Delaware limited liability
company (“Seller”).
RECITALS
1. Seller intends to develop, finance, build, own and operate a solar photovoltaic electric
generating facility which shall obtain a Full Capacity Deliverability Status Finding from
the CAISO as described herein and be located at the Site.
2. Buyer is a municipal utility governed by the City of Palo Alto, by and through its Council,
which has all powers necessary and appropriate to a municipal corporation, including but
not limited to the authority granted by the City Charter, Article XI, Section 9(a) of the
California Constitution, California Government Code Section 39732 and California Public
Utilities Code Section 10002, to establish, purchase, and operate public works to furnish its
inhabitants with electrical power. Under this authority, Buyer is engaged in the business of
delivering electricity to its residential and commercial customers in Palo Alto, California,
and buying electricity with the intention of routinely taking physical delivery.
3. Buyer wishes to purchase the Output of the Plant to meet Buyer’s needs at a known price
and timing and intends to resell related Energy to its residential and commercial customers.
4. Buyer is willing to purchase, and Seller is willing to sell, the Output of the Plant, on the
terms and conditions and at the prices set forth in this Agreement.
NOW THEREFORE, in consideration of the recitals above and the following covenants, terms
and conditions, the Parties agree:
GENERAL TERMS AND CONDITIONS
ARTICLE I: DEFINITIONS; RULES OF INTERPRETATION
1.1 Definitions.
The following initially capitalized terms, whenever used in this Agreement, have the meanings set
forth below unless the context of their use otherwise indicates or they are otherwise defined in
other sections of this Agreement.
AC: Alternating current.
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Accelerated Contract Delivery Start Date Notice: Has the meaning set forth in Section 2.2(c).
Agreement: Means this Power Purchase Agreement between Buyer and Seller, which is
comprised of the Preamble, Recitals, these General Terms and Conditions, and all appendices,
schedules, exhibits and any written supplements attached hereto and incorporated herein by
reference, as well as all written and signed amendments and modifications thereto.
Ancillary Services: Has the meaning set forth in the CAISO Tariff.
Attorneys’ Fees: Means reasonable attorneys’ fees and costs, including at trial and on appeal,
including an amount equal to the fair market value of legal services provided by attorneys
employed by it as well as any attorneys’ fees paid to third parties.
Availability Standards: Means the program set forth in Section 40.9 of the CAISO Tariff, as it
may be amended, supplemented or replaced (in whole or in part) from time to time, setting forth
certain standards regarding the desired level of availability for Resource Adequacy resources and
possible charges and incentive payments for performance thereunder.
Bankrupt: Means with respect to any entity, such entity (a) 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 and such case filed against it is not dismissed in sixty (60) calendar days, (b)
makes an assignment or any general arrangement for the benefit of creditors, (c) otherwise
becomes bankrupt or insolvent (however evidenced), (d) 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 (e) is generally unable to pay its debts as they fall due.
Battery Storage Facility: Has the meaning set forth in Section 2.12.
Battery Storage Facility Request: Has the meaning set forth in Section 2.12.
Business Day: Means any day except a Saturday, Sunday, or a Federal Reserve Bank holiday and
shall be between the hours of 8:00 a.m. and 5:00 p.m. local time for the relevant Party’s principal
place of business where the relevant Party, in each instance unless otherwise specified, shall be the
Party from whom the notice, payment or delivery is being sent and by whom the notice or payment
or delivery is to be received.
Buyer: Has the meaning in the Preamble, and any successor or permitted assignee.
CAISO: The California Independent System Operator Corporation, or its functional successor.
CAISO Tariff: The California Independent System Operator Corporation, Fifth Replacement
FERC Electric Tariff, as it may be amended, supplemented or replaced (in whole or in part) from
time to time.
Calculation Period: Means successive periods consisting of two (2) consecutive Contract Years
with the first Calculation Period commencing on the Contract Delivery Start Date, and with each
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subsequent Calculation Period commencing on the twelve (12) month anniversary of the
commencement of the prior Calculation Period.
Calculation Period Deemed Delivered Energy Production: For each Calculation Period, an
amount expressed in MWh equal to the sum of (i) the total Output delivered by Seller to the Point
of Interconnection in such Calculation Period, plus (ii) the Seller Excused Energy Amount for such
Calculation Period.
Calculation Period Expected Energy Production: Means an amount expressed as MWh equal
to the sum of the Expected Annual Energy Production for the relevant two Contract Years during
each Calculation Period.
Capacity Attributes: Means any current or future defined characteristic (including the ability to
generate at a given capacity level, provide Ancillary Services, and ramp up or ramp down at a
given rate), certificate, tag, credit, flexibility, or dispatchability attribute, whether general in nature
or specific as to the location or any other attribute of the Plant, intended to value any aspect of the
capacity of the Plant to produce any and all Output, including any accounting construct so that the
maximum amount of Initial Capacity of the Plant may be counted toward Resource Adequacy
Requirements or any other measure by the CPUC, the CAISO, the FERC, or any other entity
invested with the authority under federal or state Law, to require Buyer to procure, or to procure at
Buyer’s expense, Resource Adequacy or other such Output.
CARB: Means the California Air Resources Board or any successor agency.
CEC: Means the California Energy Resources Conservation and Development Commission or
any successor agency.
CEC Certification and Verification: Means that the CEC has certified (or, with respect to
periods before the Plant has commenced commercial operation (as such term is defined by and
according to the CEC), that the CEC has pre-certified) that the Plant is an ERR for purposes of the
California Renewables Portfolio Standard and that all Output produced by the Plant qualifies as
generation from an ERR for purposes of the Plant.
CEQA: The California Environmental Quality Act, as it may be amended from time to time.
Change in Law: The enactment or issuance of any new Law, the amendment, alteration,
modification or repeal of any existing Law or any authoritative interpretation of any existing Law
issued by a competent court, tribunal or Governmental Authority contrary to the existing official
interpretation thereof, in each case coming into effect after the Execution Date and which must be
complied with in order for the Plant to be constructed and operated lawfully.
COD Certification: Seller’s certification of Commercial Operation in the form set forth as
Exhibit E-2, duly executed by Seller and its Licensed Professional Engineer.
Commercial Operation: The condition of the Plant whereby it is operating and able to produce
and deliver the Output to Buyer pursuant to the terms of this Agreement.
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Commercial Operation Date: The date upon which Seller delivers the COD Certification to
Buyer in accordance with Section 4.3(d) and thereby notifies Buyer that Commercial Operation
has commenced.
Commercial Operation Milestone: Has the meaning set forth in Section 4.3(b)(vi).
Condition Precedent: Means each of, or one of, the conditions set forth in Section 2.1(a)(i)
through (iii), and “Conditions Precedent” shall refer to all of the conditions set forth in Section
2.1(a)(i) through (iii).
Conditional Use Permit a permit approving the conditional use for the development,
construction and operation of the Plant required and by any Governmental Authority..
Conditional Use Permitting Milestone: Has the meaning set forth in Section 4.3(b)(ii).
Confidential Information: Has the meaning set forth in Section 10.16(a).
Construction Milestone: Has the meaning set forth in Section 4.3(b)(v).
Construction Start Date: The date on which Seller delivers to Buyer a copy of the Notice to
Proceed that Seller has delivered to the EPC Contractor for the Plant.
Contract Delivery Start Date: Has the meaning set forth in Section 2.2(b)(i), or, if accelerated,
the meaning set forth in Section 2.2(c).
Contract Year: A period of twelve (12) consecutive months, with the first Contract Year
commencing at 12:00 a.m. on the Contract Delivery Start Date, and each subsequent Contract Year
commencing on the twelve (12) month anniversary of the Contract Delivery Start Date.
Contractual Obligations: As to Seller, any material agreement, instrument or undertaking to
which Seller is a party or by which it or any of its Plant property is bound.
Costs: With respect to a Non-Defaulting Party, (a) brokerage fees, commissions and other similar
third party transaction costs and expenses reasonably incurred by such Party either in terminating
any arrangement entered into pursuant to this Agreement or entering into new arrangements which
replace this Agreement and (b) all Attorneys’ Fees incurred by the Non-Defaulting Party in
connection with the termination of this Agreement.
CPRA: Has the meaning set forth in Section 10.16(a).
CPUC: Means the California Public Utilities Commission or any successor entity.
Credit Rating: Means, with respect to any entity, (a) the rating then assigned to such entity’s
unsecured senior long-term debt obligations (not supported by third party credit enhancements) or
(b) if such entity does not have a rating for its unsecured senior long-term debt obligations, then the
rating assigned to such entity as an issuer rating by S&P and/or Moody’s. If the entity is rated by
both S&P and Moody’s and such ratings are not equivalent, the lower of the two ratings shall
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determine the Credit Rating. If the entity is rated by either S&P or Moody’s, but not both, then the
available rating shall determine the Credit Rating.
Cure: Has the meaning set forth in Section 9.3(b).
DA Price: The resource specific locational marginal price (“LMP”) applied to the PNode
applicable to the Plant in the CAISO Day-Ahead Market.
Daily LD Amount: For each day or portion of a day for which delay liquidated damages are
payable under Section 4.4(b), an amount equal to the total amount of Development Assurance
required hereunder divided by 365.
Damage Payment: Means (a) the dollar amount to be posted as Development Assurance pursuant
to Section 9.2(a)(i) hereof, less (b) amounts collected by Buyer as the Daily LD Amount pursuant
to Section 4.4(b), if any.
Day-Ahead Market: Has the meaning set forth in the CAISO Tariff.
Defaulting Party: Means the Party that is subject to an Event of Default.
Delivery Term: Has the meaning set forth in Section 2.2(b)(i), or if extended, the meaning set
forth in Section 2.2(d).
Development Assurance: Means the collateral provided by Seller to Buyer to secure Seller’s
obligations hereunder in accordance with Section 9.2(a)(i) of this Agreement.
Development Progress Report: Means the report similar in form and content attached hereto as
Exhibit E-1.
Discretionary Curtailment: Has the meaning set forth in Section 4.5(c)(ii)(A).
Dispatch Down Period: The period of curtailment of delivery of Output from the Plant that is not
Discretionary Curtailment and results from:
(a) A curtailment ordered by the CAISO (whether directly or through a Scheduling
Coordinator or the Participating Transmission Owner), for any reason, including,
but not limited to, any System Emergency, any warning of an anticipated System
Emergency, or any warning of an imminent condition or situation which could
jeopardize the CAISO’s or Participating Transmission Owner’s electric system
integrity or the integrity of other systems to which the CAISO or the Participating
Transmission Owner is connected;
(b) A curtailment ordered by the Participating Transmission Owner or distribution
operator (if interconnected to distribution or sub-transmission system) for any
reason, including but not limited to, (i) any situation that affects normal function of
the electric system including, but not limited to any abnormal condition that
requires action to prevent circumstances such as equipment damage, loss of load, or
abnormal voltage conditions, (ii) any warning, forecast or anticipation of
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conditions or situations that jeopardize the Participating Transmission Owner’s
electric system integrity or the integrity of other systems to which the Participating
Transmission Owner is connected; or (iii) as a result of scheduled or unscheduled
maintenance or construction on the Participating Transmission Owner’s
transmission facilities or distribution operator’s facilities that prevents the delivery
or receipt of Output to or at the Point of Interconnection; or
(c) A curtailment in accordance with Seller’s obligations under its Interconnection
Agreement with the Participating Transmission Owner or distribution operator;
provided, that any of the foregoing events (a) through (c) shall not have been solely
caused by the acts or omissions of Buyer.
Distribution Upgrades: Has the meaning set forth in the CAISO Tariff.
EA Agency: Any local, state or federal entity, or any other Person, that has responsibility for or
jurisdiction over a program involving transferability of Environmental Attributes, including,
without limitation, the Clean Air Markets Division of the United States Environmental Protection
Agency (together with any successor agency, the “EPA”), the CEC, the CPUC, CARB, and any
successor commission or agency thereto.
Early Termination Date: Has the meaning set forth in Section 7.3(a)(i).
Electric System Upgrades: Means any Network Upgrades, Distribution Upgrades, or
Interconnection Facilities that are determined to be necessary by the CAISO or Participating
Transmission Owner, as applicable, to physically and electrically interconnect the Plant to the
Participating Transmission Owner’s electric system for receipt of Energy at the Point of
Interconnection.
Eligible Intermittent Resource: Has the meaning set forth in the CAISO Tariff.
Eligible Intermittent Resource Protocols or EIRP: Has the meaning set forth in the CAISO
Tariff, including but not limited to Appendix Q attached thereto.
Eligible LC Bank: Means either a U.S. commercial bank, or a foreign bank issuing a Letter of
Credit through its U.S. branch; and in each case the issuing U.S. commercial bank or foreign bank
must be acceptable to Buyer in its sole discretion and such bank must have a Credit Rating of at
least: (a) “A-, with a stable designation” from S&P and “A3, with a stable designation” from
Moody’s, if such bank is rated by both S&P and Moody’s; or (b) “A-, with a stable designation”
from S&P or “A3, with a stable designation” from Moody’s, if such bank is rated by either S&P or
Moody’s, but not both, even if such bank was rated by both S&P and Moody’s as of the date of
issuance of the Letter of Credit but ceases to be rated by either, but not both of those ratings
agencies.
Eligible Renewable Energy Resource: Has the meaning set forth in California Public Utilities
Code Section 399.12 and California Public Resources Code Section 25741, as either code
provision is amended or supplemented from time to time.
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Energy: Means three-phase, 60-cycle alternating current electric energy measured in MWh and
net of auxiliary loads and station electrical uses (unless otherwise specified). For purposes of the
definition of “Environmental Attributes”, the word “energy” shall have the meaning set forth in
this definition.
Environmental Attributes: Any and all credits, benefits, emissions reductions, offsets, and
allowances, howsoever entitled, attributable to the generation from the Plant or Expansion Plant(s)
(to the extent of sales to Buyer of Expansion Plant Output pursuant to Section 2.10), and its
displacement of conventional energy generation. Environmental Attributes include, without
limitation, Renewable Energy Credits, and all of the following: (a) any avoided emissions of
pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon
monoxide (CO) and other pollutants; (b) any avoided emissions of carbon dioxide (CO2), methane
(CH4) and other greenhouse gases (GHGs) that have been determined by the United Nations
Intergovernmental Panel on Climate Change to contribute to the actual or potential threat of
altering the Earth’s climate by trapping heat in the atmosphere; and (c) the reporting rights to these
avoided emissions such as Environmental Attributes Reporting Rights.
Environmental Attributes Reporting Rights: The rights of a purchaser of Environmental
Attributes to report the ownership of accumulated Environmental Attributes in compliance with
federal or state law, if applicable, and to a federal or state agency or any other party at the
discretion of the Environmental Attributes’ purchaser, and include without limitation those
Environmental Attribute Reporting Rights accruing under Section 1605(b) of the Energy Policy
Act of 1992 and any present or future federal, state, or local law, regulation or bill, and
international or foreign emissions trading program. Environmental Attributes are accumulated on
a kWh basis and one Environmental Attribute represents the amount of Environmental Attributes
associated with one (1) MWh of Energy. Environmental Attributes do not include (i) any Energy,
capacity, reliability or other power attributes from the Plant or Expansion Plant(s), if any, or (ii)
tax credits associated with the construction or operation of the Plant, Expansion Plant(s), if any, or
any other associated contract or right, and other financial incentives in the form of credits, rebates,
reductions, or allowances associated with the Plant, Expansion Plant(s), if any, or any other
associated contract or right, that are applicable to a state or federal income taxation obligation.
Environmental Laws: Any and all federal, state and local laws, including statutes, regulations,
rulings, orders, administrative interpretations and other governmental restrictions and
requirements relating to the discharge of air pollutants, water pollutants or process waste water or
otherwise relating to the environment or hazardous substances, as amended from time to time.
EPA: Has the meaning set forth in the definition of EA Agency.
EPC Contract: The Seller’s engineering, procurement and construction contract with the EPC
Contractor.
EPC Contractor: An engineering, procurement, and construction contractor, or if not utilizing an
engineering, procurement, and construction contractor, the entity having lead responsibility for the
management of overall construction activities, selected by Seller, with substantial experience in
the engineering, procurement, and construction of utility-scale solar photovoltaic power plants.
POWER PURCHASE AGREEMENT - Page 8 of 65
ERR: Has the meaning set forth in the definition of Eligible Renewable Energy Resource.
Event of Default: Has the meanings set forth in Section 7.1 as to Buyer, and Section 7.2 as to
Seller.
Execution Date: Means the date on which all of the Conditions Precedent set forth in Section
2.1(a) have been satisfied or waived in writing by both Parties.
Expansion Plant: Any expansion of the Plant from its Initial Capacity, or any other electricity
generating facility owned or controlled by Seller or its affiliates, located at the Site. Each such
expansion of the Plant or additional facility shall be deemed to be an “Expansion Plant.”
Expansion Plant Output: All capacity, Output, associated Environmental Attributes, Ancillary
Services, contributions towards Resource Adequacy or reserve requirements (if any) and any other
reliability or power attributes produced by Seller at any Expansion Plant.
Expected Annual Energy Production: Means an amount expressed as MWh equal to the
expected Energy associated with the Output to be produced by the Plant based on its Expected
Initial Capacity for each Contract Year during the Delivery Term, including degradation, as set
forth on Exhibit G.
Expected Initial Capacity: Has the meaning set forth in Section 2.3(c)(i).
Extended Delivery Term: Has the meaning set forth in Section 2.2(d).
Extended Delivery Term Option Exercise Notice: Has the meaning set forth in Section 2.2(d).
FCDS Finding Milestone: Has the meaning set forth in Section 4.3(b)(vii).
FERC: The Federal Energy Regulatory Commission and any successor organization.
Financing Milestone: Has the meaning set forth in Section 4.3(b)(iv).
Force Majeure Event: Any act, event or circumstance that wholly or partly delays or prevents a
Party from timely performing obligations under this Agreement or from complying with
conditions required under this Agreement, only to the extent that such act, event or circumstance is
(x) reasonably unforeseeable, (y) directly or indirectly beyond the reasonable control of and
without the fault or negligence of, or caused by, the Party relying thereon as justification for such
delay, nonperformance, or noncompliance, and (z) the Party seeking to have its performance
obligation(s) excused thereby has taken all reasonable precautions and measures in order to
prevent or avoid such event or mitigate the effect of such event on such Party’s ability to perform
its obligations under this Agreement and which by the exercise of due diligence such Party could
not reasonably have been expected to avoid and has been unable to overcome.
(a) Subject to the foregoing, events that could qualify as Force Majeure Events include
the following:
POWER PURCHASE AGREEMENT - Page 9 of 65
(i) acts of God or the elements, extreme or severe weather conditions,
explosion, fire, epidemic, landslide, mudslide, sabotage, lightning,
earthquake, flood or similar cataclysmic event;
(ii) war (declared or undeclared), blockade, civil insurrection, riot, civil
disturbance, acts of the public enemy (including acts of terrorism),
sabotage, revolution, expropriation or confiscation;
(iii) except in the case of (b)(vii) below, strike, work stoppage or other labor
dispute or difficulty caused or suffered by a Party (in which case the
affected Party shall have no obligation to settle the strike or labor dispute on
terms it deems unreasonable);
(iv) any restraint or restriction imposed by Law or other acts or omissions of
Governmental Authorities, whether federal, state or local, which by the
exercise of due diligence and in compliance with applicable Law a Party
could not reasonably have been expected to avoid and to the extent which,
by exercise of due diligence and in compliance with applicable Law, such
Party has been unable to overcome (so long as the affected Party has not
applied for or assisted such act by a Governmental Authority);
(v) emergencies declared by the Transmission Provider or any other authorized
successor or regional transmission organization or any state or federal
regulator or legislature requiring a forced curtailment of the Plant or making
it impossible for the Transmission Provider to transmit Energy, including
Energy to be delivered pursuant to this Agreement; provided that, if a
curtailment of the Plant pursuant to this subsection (a)(v) would also meet
the definition of a Dispatch Down Period, then it shall be treated as a
Dispatch Down Period for purposes of this Agreement; or
(b) A “Force Majeure Event” shall not include:
(i) economic conditions that render a Party’s performance of this Agreement at
the Price unprofitable or otherwise uneconomic (including Buyer’s ability
to buy Energy or Environmental Attributes at a lower price, or Seller’s
ability to sell Energy or Environmental Attributes at a higher price, than the
Price);
(ii) a governmental act by Buyer that delays or prevents Buyer from timely
performing its obligations under this Agreement;
(iii) a Plant equipment failure, except where such failure is caused by a Force
Majeure Event of the specific type described in any of subsections (a)(i)
through (a)(v) above;
(iv) failure or delay in grant of Permits or approvals of any type for the
construction, operation or maintenance of the Plant, except where such
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failure is caused by a Force Majeure Event of the specific type described in
any of subsections (a)(i) through (a)(v) above;
(v) Discretionary Curtailment;
(vi) failures or delays by the Participating TO and/or the CAISO in entering
into, or performing under, any agreements with Seller contemplated by this
Agreement;
(vii) a strike, work stoppage or labor dispute limited only to any one or more of
Seller, Seller’s affiliates, the EPC Contractor or subcontractors thereof or
any other third party employed by Seller to work on the Plant;
(viii) a Party’s inability to pay amounts due to the other Party under this
Agreement, except if such inability is caused solely by a Force Majeure
event that disables physical or electronic facilities necessary to transfer
funds to the payee Party;
(ix) Seller’s failure to obtain additional funds, including funds authorized by a
state or the federal government or agencies thereof, to supplement the
payments made by Buyer pursuant to this Agreement;
(x) Seller’s inability to obtain sufficient fuel, power or materials to operate the
Plant, except where such failure is caused by a Force Majeure Event of the
specific type described in any of subsections (a)(i) through (a)(v) above;
(xi) a Forced Outage except where such Forced Outage is caused by an event of
Force Majeure of the specific type described in any of subsections (a)(i)
through (a)(v) above; or
(xii) a failure to complete, or a delay in completing, interconnection or Electric
System Upgrades by the Commercial Operation Milestone, including by
any third party.
Forecasting Service: Has the meaning set forth in Section 4.5(d).
Forced Outage: Means any unplanned reduction or suspension of the electrical output from the
Plant or unavailability of the Output in whole or in part from a unit in response to a mechanical,
electrical, or hydraulic control system trip or operator-initiated trip in response to an alarm or
equipment malfunction and any other unavailability of a unit for operation, in whole or in part, for
maintenance or repair that is not a Planned Outage and not the result of Force Majeure.
FPA: Has the meaning set forth in Section 8.1(c)(i).
Full Capacity Deliverability Status or FCDS: Has the meaning set forth in the CAISO Tariff.
Full Capacity Deliverability Status Finding or FCDS Finding: A written confirmation from
the CAISO that the Plant is eligible for FCDS.
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GAAP or Generally Accepted Accounting Principles: Means the standards for accounting and
preparation of financial statements established by the Federal Accounting Standards Advisory
Board (or its successor agency) or any successor standards adopted pursuant to relevant Securities
Exchange Commission rule.
Gains: 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 the Agreement for the remainder of
the Term, determined in a commercially reasonable manner, subject to Section 7.3 hereof. Factors
used in determining economic benefit may include reference to information either available to it
internally or supplied by one or more third parties, including quotations (either firm or indicative)
of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in
the relevant markets, market price referent, market prices for a comparable transaction, forward
price curves based on economic analysis of the relevant markets, settlement prices for a
comparable transaction at liquid trading hubs (e.g., NYMEX), all of which should be calculated
for the remainder of the Term to determine the value of the Output.
Governmental Authority: Any federal or state government, or political subdivision thereof,
including, without limitation, any municipality, township or county, or any entity or authority
exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to
government, including, without limitation, any corporation or other entity owned or controlled by
any of the foregoing.
Incentives: Any and all tax credits, including Section 45 Credits and Section 48 Credits,
deductions, allowances, depreciation and exemptions applicable to federal, state and local taxes
and any other payment, credit, deduction, benefit, grant or monetary incentive provided by any
federal, state or local Governmental Authority or any Person, whether now in effect or arising in
the future, in each case arising from the activities contemplated by this Agreement, including any
“Renewable Energy Production Incentive Payments” from the U.S. Department of Energy and any
“Energy Investment Tax Credit” described in Section 48 of the Internal Revenue Code of 1986, as
it may be amended or supplemented from time to time. Notwithstanding the foregoing, Incentives
shall not include anything that qualifies as Output (including any Environmental Attributes).
Indemnified Party: Has the meaning set forth in Section 10.1(b).
Indemnifying Party: Has the meaning set forth in Section 10.1(b).
Ineligible LC Bank: Has the meaning set forth in Section 9.3(c)(i)(A).
Ineligible LC Bank Notice Period: Has the meaning set forth in Section 9.3(c)(i).
Initial Capacity: Has the meaning set forth in Section 2.3(c)(ii).
Interconnection Agreement: The agreement and associated documents (or any successor
agreement and associated documentation) by and among Seller, the Participating TO and the
CAISO governing the terms and conditions of Seller’s interconnection with the CAISO grid,
including any description of the plan for interconnection of the Plant to the Participating TO’s
system.
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Interconnection Agreement Milestone: Has the meaning set forth in Section 4.3(b)(i).
Interconnection Facilities: Has the meaning set forth in the CAISO Tariff.
Interim Assurance: The collateral provided by Seller to Buyer to secure Seller’s obligations
hereunder in accordance with Section 9.2(a)(ii) of this Agreement.
kWh: Means kilowatt-hour (AC).
Law: Means any statute, law, treaty, rule, regulation, CEC guidance document, ordinance, code,
permit, enactment, injunction, order, writ, decision, authorization, judgment, decree or other legal
or regulatory determination or restriction by a court or Governmental Authority of competent
jurisdiction, including any of the foregoing that are enacted, amended, or issued after the
Execution Date, and which becomes effective after the Execution Date; or any binding
interpretation of the foregoing.
LC Notice: Has the meaning set forth in Section 9.3(c).
Local Capacity Area: Has the meaning set forth in the CAISO Tariff.
Lender(s): Any Person(s) providing money or extending credit (including any capital lease) to
Seller, including in the form of debt or tax equity, for (a) the construction of the Plant, (b) the term
or permanent financing of the Plant, or (c) working capital or other ordinary business requirements
for the Plant. “Lender(s)” shall not include any trade creditor(s) of Seller.
Letter of Credit: Means an irrevocable, non-transferable standby letter of credit issued by Wells
Fargo, N.A., or other banking institution acceptable to Buyer in its sole discretion, the form of
which must be substantially as contained in Exhibit F-1 to this Agreement; provided, that, if the
issuer is a U.S. branch of a foreign commercial bank, Buyer may require changes to such form, the
issuer must be an Eligible LC Bank on the date of Transfer, and the issuing Letter of Credit amount
may not be greater than the Maximum Issuing Amount if the total amount of collateral posted by
the Seller in the form of Letter of Credit exceeds ten million dollars ($10,000,000.00) on the date
of Transfer.
Licensed Professional Engineer: Means a Person acceptable to Buyer in its reasonable judgment
who (a) is licensed to practice engineering in California, (b) has training and experience in the
power industry specific to the technology of the Plant, (c) has no economic relationship,
association, or nexus with Seller or Buyer, other than to meet the obligations of Seller pursuant to
this Agreement, (d) is not a representative of a consultant, engineer, contractor, designer or other
individual involved in the development of the Plant or of a manufacturer or supplier of any
equipment installed at the Plant, and (e) is licensed in an appropriate engineering discipline for the
required certification being made.
LMP: Has the meaning set forth in the definition of DA Price.
Losses: 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 the termination of this Agreement for the remainder of
the Term, determined in a commercially reasonable manner, subject to Section 7.3 hereof. Factors
POWER PURCHASE AGREEMENT - Page 13 of 65
used in determining the loss of economic benefit may include reference to information either
available to it internally or supplied by one or more third parties, including quotations (either firm
or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant
market data in the relevant markets, market price referent, market prices for a comparable
transaction, forward price curves based on economic analysis of the relevant markets, settlement
prices for a comparable transaction at liquid trading hubs (e.g. NYMEX), all of which should be
calculated for the remainder of the Term to determine the value of the Output. If the
Non-Defaulting Party is the Seller, then in addition to lost payments for Output pursuant to this
Agreement, “Losses” shall exclude any associated loss of investment tax credits and other lost tax
benefits.
Maximum Issuing Amount: Means the amount of a Letter of Credit to be issued by an Eligible
LC Bank, which cannot exceed the lesser of (a) sixty percent (60%) of the total collateral posted by
Seller in the form of Letter of Credit including the Letter of Credit to be issued or (b) twenty-five
million dollars ($25,000,000.00), without Buyer’s prior written consent.
Milestones: Means the key development activities required for the construction and operation of
the Plant, as set forth more particularly in Section 4.3(a).
MW: Megawatt (AC).
MWh: Megawatt-hour (AC).
Network Upgrades: Has the meaning set forth in the CAISO Tariff.
Non-Defaulting Party: Has the meaning set forth in Section 7.3(a).
Notice to Proceed: The full notice to proceed provided by Seller to the EPC Contractor following
execution of the EPC Contract between Seller and such EPC Contractor and satisfaction of all
conditions to performance of such contract, by which Seller authorizes such EPC Contractor to
begin construction of the Plant without any delay or waiting periods.
Output: The capacity, Energy, Environmental Attributes, Ancillary Services, contributions
towards Resource Adequacy, reserve requirements (if any), and any and all other reliability or
power attributes which are or can be produced by or associated with the Plant.
Overproduction Energy Price: Has the meaning set forth in Section 2.4(a).
Participating Intermittent Resource: Has the meaning set forth in the CAISO Tariff.
Participating TO or Participating Transmission Owner: An entity that (a) owns, operates and
maintains transmission lines and associated facilities and/or has entitlements to use certain
transmission lines and associated facilities, and (b) has transferred to the CAISO operational
control of such facilities and/or entitlements to be made of the CAISO Grid. For purposes of this
Agreement, the Participating TO is Southern California Edison.
Participating TO System: The transmission system owned by the Participating TO.
POWER PURCHASE AGREEMENT - Page 14 of 65
Parties: Buyer and Seller, and their respective successors and permitted assignees.
Party: Buyer or Seller, and each such Party’s respective successors and permitted assignees.
Performance Assurance: The collateral provided by Seller to Buyer to secure Seller’s
obligations hereunder in accordance with Section 9.2(a)(iii) of this Agreement.
Performance LDs: Has the meaning set forth in Section 4.6(b).
Permits: All material federal, state or local authorizations, certificates, certifications,
pre-certifications, permits, licenses and approvals required by any Governmental Authority for the
construction, ownership, operation and maintenance of the Plant, other than the Conditional Use
Permit.
Permitting Milestone: Has the meaning set forth in Section 4.3(b)(iii).
Person: An individual, partnership, corporation, business trust, limited liability company, joint
stock company, trust, unincorporated association, joint venture, Governmental Authority or other
entity.
Planned Outage: Means the removal of equipment from service availability for inspection and/or
general overhaul of one or more major equipment groups. To qualify as a Planned Outage, the
maintenance (a) must actually be conducted during the Planned Outage, and in Seller’s sole
discretion must be of the type that is necessary to reliably maintain the Plant, (b) cannot be
reasonably conducted during Plant operations, and (c) causes the generation level of the Plant to be
reduced by at least ten percent (10%) of the Initial Capacity.
Plant: The power generation facilities to be constructed, owned and operated by Seller located on
the Site for the generation and delivery of electricity, including the step-up transformer, revenue
quality meter and all other facilities up to the Point of Interconnection, but not including any
Expansion Plant.
PNode: Has the meaning set forth in the CAISO Tariff.
Point of Interconnection: The point on the electrical system where the Plant is physically
interconnected with the Participating TO System, which is anticipated to be at the Wilsona
Substation.
Pre-FCDS Energy Price: Has the meaning set forth in Section 2.4(b).
Price: The price set forth in Section 2.4.
Project: Has the meaning set forth in Section 2.9(c)(i).
Prudent Utility Practice: Has the meaning in the CAISO Tariff.
QF: Has the meaning set forth in Section 8.1(c)(1).
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Real-Time Market: Has the meaning set forth in the CAISO Tariff.
REC or Renewable Energy Credit: Has the meaning set forth in California Public Utilities Code
Section 399.12(h) and CPUC Decision 08-08-028, as may be amended from time to time or as
further defined or supplemented by applicable law.
Report Period means the interval between dates when Seller must deliver each Development
Progress Report to Buyer according to Section 4.3(c)(i)-(iii), as applicable.
Requirements of Laws: Collectively, any federal, state or local law, treaty, franchise, rule or
regulation, or any order, writ, judgment, injunction, decree, award or determination of any
arbitrator or court or other Governmental Authority, in each case applicable to or binding upon
Seller or Buyer or any of its property or to which Seller or Buyer or any of its respective properties
are subject.
Resource Adequacy: Means an obligation of load serving entities, including Buyer, that requires
Buyer to procure a certain amount of electric generating capacity.
Resource Adequacy Requirements: Has the meaning set forth in Section 2.7(a).
SCADA: Has the meaning set forth in Section 3.1.
Scheduling Coordinator: Means a qualified entity designated by Buyer to provide the
Scheduling Coordinator Functions for the Plant pursuant to this Agreement.
Scheduling Coordinator Functions: Means the functions specified in “Responsibilities of a
Scheduling Coordinator” of the CAISO Tariff undertaken by an entity certified by the CAISO as
qualifying as a Scheduling Coordinator pursuant to the CAISO Tariff.
Section 45 Credits: Those tax credits available under Section 45 of Subtitle A, Chap. 1A, Part IV
of the Internal Revenue Code of 1986, as amended, or any other similar state, federal or local tax
credits, deductions, payments or benefits arising from the generation and sale of electricity using
qualifying renewable resources, not including any Environmental Attributes.
Section 48 Credits: Those tax credits available under Section 48(a)(3)(A)(i) and 48(a)(5) of the
Internal Revenue Code of 1986, as amended, or any other similar state, federal or local tax credits,
deductions, payments or benefits arising from the investment in qualifying energy properties, not
including any Environmental Attributes.
Seller: Has the meaning in the Preamble, and any successor or permitted assignee.
Seller Excused Energy Amount: Means, for each Calculation Period, an amount expressed in
MWh, equal to the aggregate amount of reduction(s) in delivered Output during such Calculation
Period as a result of Dispatch Down Periods, Discretionary Curtailment, Force Majeure Events,
Buyer’s breach or default hereunder or failure to accept delivered Output, or Forced Outages to the
local transmission or distribution system.
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Seller Execution: Means the date an authorized representative of Seller duly executes this
Agreement as evidenced by the date set forth next to its signature on the Signature Page hereof.
Seller’s Parent: Means Hecate Energy, LLC
Shortfall: Has the meaning set forth in Section 4.6(b).
Site: The description of the Plant and Site Drawings as described on Exhibit A.
Site Drawings: Has the meaning set forth on Exhibit A.
Substitute Bank Period: Has the meaning set forth in Section 9.3(c).
Substitute Letter of Credit: Has the meaning set forth in Section 9.3(c).
System Emergency: Has the meaning set forth in the CAISO Tariff.
Term: Has the meaning set forth in Section 2.2(a).
Termination Payment: Means, with respect to the Non-Defaulting Party, the sum of (a) the
Losses or Gains, and Costs, which such Party incurs as a result of the termination of this
Agreement pursuant to Section 7.3, plus (b) the sum of all amounts then owed to the
Non-Defaulting Party by the defaulting Party determined as of the Early Termination Date.
Test Energy: Output (to the extent available) generated by the Plant and delivered to the Point of
Interconnection prior to the Contract Delivery Start Date.
Transfer: Means with respect to Letters of Credit the delivery of the Letter of Credit conforming
to the requirements of this Agreement, by Seller or an Eligible LC Bank to Buyer or delivery of an
executed amendment to such Letter of Credit (extending the term or varying the amount available
to Buyer thereunder, if acceptable to Buyer) by Seller or Eligible LC Bank to Buyer.
Two Year Minimum Production Threshold: For each Calculation Period, an amount expressed
in MWhs equal to eighty percent (80%) of the Calculation Period Expected Energy Production for
such Calculation Period. For the avoidance of doubt, an example of the Two Year Minimum
Production Threshold is the sum of 80% of the Calculation Period Expected Energy Production for
the first Contract Year of such Calculation Period plus 80% of the Calculation Period Expected
Annual Energy Production for the second Contract Year of such Calculation Period.
Watch: Has the meaning set forth in Section 9.3(c).
WREGIS: The Western Renewable Energy Generation Information System, or any successor
renewable energy tracking program.
POWER PURCHASE AGREEMENT - Page 17 of 65
1.2 Rules of Interpretation.
The following rules of interpretation shall apply in addition to those set forth in Sections 10.3,
10.4, 10.5, 10.6, 10.8, 10.11, 10.13, 10.14, 10.15, 10.17, 10.20 and 10.22:
(a) The term “month” shall mean a calendar month unless otherwise indicated, and a
“day” shall be a 24-hour period beginning at 12:00:01 a.m. Pacific Prevailing Time
and ending at 12:00:00 midnight Pacific Prevailing Time; provided that a “day”
may be 23 or 25 hours on those days on which daylight savings time begins and
ends.
(b) Unless otherwise specified herein, all references to any agreement or other
document of any description shall be construed to give effect to amendments,
supplements, modifications or any superseding agreement or document as then
existing at the applicable time to which such construction applies.
(c) Capitalized terms used in this Agreement, including the exhibits hereto, shall have
the meaning set forth in Section 1.1, unless otherwise specified.
(d) Unless otherwise specified herein, references in the singular shall include
references in the plural and vice versa, pronouns having masculine or feminine
gender shall be deemed to include the other, and words denoting natural persons
shall include partnerships, firms, companies, corporations, joint ventures, trusts,
associations, organizations or other entities (whether or not having a separate legal
personality). Other grammatical forms of defined words or phrases have
corresponding meanings.
(e) References to a particular article, section, subsection, paragraph, subparagraph,
appendix or attachment shall, unless specified otherwise, be a reference to that
article, section, subsection, paragraph, subparagraph, appendix or attachment in or
to this Agreement.
(f) Any reference in this Agreement to any natural person, Governmental Authority,
joint powers agency, corporation, partnership or other legal entity includes its
permitted successors or assigns or to any natural person, Governmental Authority,
joint powers agency, corporation, partnership or other legal entity succeeding to its
functions.
(g) All references to dollars are to U.S. dollars.
(h) The term “includes” and “including” when used in this Agreement shall be by way
of example only and shall not be considered in any way to be in limitation, whether
or not so specified.
POWER PURCHASE AGREEMENT - Page 18 of 65
ARTICLE II
TERM, PURCHASE AND SALE
2.1 Conditions Precedent to Commencement of Term of Agreement.
(a) Conditions Precedent. The Term of this Agreement shall not commence until the
occurrence of all of the following:
(i) Seller Execution;
(ii) At least five (5) Business Days before Seller Execution, Buyer receives
from Seller the conditions precedent documentation listed in Exhibit H; and
(iii) This Agreement has been approved by the Palo Alto City Council, and duly
executed by the authorized representatives of Buyer.
(b) Failure to Meet All Conditions Precedent. If the Conditions Precedent set forth in
Sections 2.1(a) are not satisfied or waived in writing by both Parties, then either
Party may terminate this Agreement effective upon receipt of notice by the other
Party. Neither Party shall have any obligation or liability to the other, including for
a Termination Payment or otherwise, by reason of such termination.
2.2 Agreement Term, Delivery Term, Acceleration and Extension.
(a) Agreement Term. The term of this Agreement shall commence, and this
Agreement shall be effective, upon the satisfaction or written waiver of the
Conditions Precedent set forth in Section 2.1(a) of this Agreement and, unless
earlier terminated pursuant to an express provision of this Agreement, shall remain
in effect until the conclusion of the Delivery Term (the “Term”).
(b) Delivery Term.
(i) The Parties agree that the delivery term shall mean: a period of delivery of
Output of twenty-five (25) Contract Years beginning with the first date that
Buyer accepts delivery of the Output from the Plant in connection with this
Agreement following Seller’s demonstration of satisfaction of the items
listed in this Section 2.2(b)(ii) (the “Contract Delivery Start Date”) and
continuing until the end of the twenty-fifth (25th) Contract Year (“Delivery
Term”), unless terminated as provided by the terms of this Agreement;
provided that, the Parties agree that (x) the Contract Delivery Start Date
shall occur on June 1, 2021, which may be accelerated pursuant to Section
2.2(c), and (y) the Delivery Term shall end on May 31, 2046, which may be
extended pursuant to Section 2.2(d). For the avoidance of doubt, the
maximum Delivery Term shall not extend past the fortieth (40th)
anniversary of the Contract Delivery Start Date.
POWER PURCHASE AGREEMENT - Page 19 of 65
(ii) The Contract Delivery Start Date shall occur as soon as practicable once all
of the following have been satisfied:
(aa) Seller delivers the COD Certification set forth at Exhibit E-2 to
Buyer and, if applicable, an Expected Annual Energy Production
table in the form attached hereto as Exhibit G updating the Expected
Annual Energy Production originally calculated based on the
Plant’s Expected Initial Capacity and provided pursuant to Section
2.1(a)(ii) for its Initial Capacity (which shall remain subject to the
limits set forth in Section 2.3(b)(ii));
(bb) Buyer shall have received and accepted the Performance Assurance
in accordance with the relevant provisions of Article 9.2(a)(iii) of
the Agreement;
(cc) Seller shall have obtained the requisite CEC Certification and
Verification for the Plant and delivered a copy of same to Buyer;
(dd) all of the applicable Conditions Precedent in Section 2.1(a)
have been satisfied or waived in writing;
(ee) Seller shall have demonstrated satisfaction of Seller’s other
obligations under this Agreement that commence prior to or as of
the Delivery Term, including taking all necessary steps to allow the
RECs transferred to Buyer to be tracked in WREGIS;
(ff) Seller shall have provided Buyer with a copy of the notice letter
from the Participating Transmission Owner authorizing the Plant to
commence commercial operation; and
(gg) unless Seller has been directed by Buyer not to participate in the
Participating Intermittent Resource program, Buyer shall have
received written notice from the CAISO that the Plant is certified as
a Participating Intermittent Resource to the extent such Participating
Intermittent Resource status exists and is available at such time as
the conditions in subsections (aa) through (ff) of this Section
2.2(b)(ii) are satisfied.
(c) Buyer Acceleration of Contract Delivery Start Date. Buyer may, in its sole
discretion, accelerate the Contract Delivery Start Date to a new date no more than
six (6) months prior to the Contract Delivery Start Date, unless otherwise agreed in
writing by the Parties. Subject to this Section 2.2(c), if Buyer desires so to
accelerate the Contract Delivery Start Date, it shall deliver six (6) months prior
written notice to Seller specifying the new Contract Delivery Start Date (the
“Accelerated Contract Delivery Start Date Notice”), which shall thereafter for
all purposes be deemed to be the “Contract Delivery Start Date”.
Notwithstanding the foregoing, Seller and Buyer may at any time mutually agree in
POWER PURCHASE AGREEMENT - Page 20 of 65
writing to accelerate the Contract Delivery Start Date to a date earlier than the
Contract Delivery Start Date.
(d) Extension of End of Delivery Term. Buyer may, in its sole discretion, extend the
end of the Delivery Term by up to an additional fifteen (15) years, in one or more
five (5)-year increments each and all at the same Price set forth in Section 2.6 (each,
an “Extended Delivery Term”). Subject to this Section 2.2(d), if Buyer desires so
to extend the Delivery Term, it shall deliver a written notice (“Extended Delivery
Term Option Exercise Notice”) to Seller by not later than three hundred sixty-five
(365) calendar days prior to the end of the Delivery Term specifying the Extended
Delivery Term, which shall thereafter for all purposes be deemed to be the
“Delivery Term”.
2.3 Purchase and Sale of the Output.
(a) Purchase and Sale of Output. During the Delivery Term, Seller shall sell and
deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to
be received, the Output (subject to Section 2.4(a)) at the Point of Interconnection,
and Buyer shall pay Seller the Price in accordance with the terms of this
Agreement, unless specifically excused by the terms of this Agreement. In no
event shall Seller have the right to procure any element of the Output from sources
other than the Plant for sale or delivery to Buyer under this Agreement, or sell
Output from the Plant to a third party. Buyer shall be the only party that may claim
credit for the Output (subject to Section 2.4(a)), as may be available to Buyer from
time to time. Buyer shall have no obligation to receive or purchase Output from
Seller prior to or after the Delivery Term, except for Test Energy. Seller shall be
responsible for any costs or charges associated with the Output or its delivery of the
Output up to the Point of Interconnection. Buyer shall be responsible for any costs
or charges imposed on or associated with the Output after its receipt at and from the
Point of Interconnection.
(b) Title and Risk of Loss. As between the Parties, Seller shall be deemed to be in
exclusive control (and responsible for any damages or injury caused thereby) of all
Output purchased by Buyer prior to the Point of Interconnection, and Buyer shall
be deemed to be in exclusive control (and responsible for any damages or injury
caused thereby) of all Output purchased by Buyer at and from the Point of
Interconnection. Title to and risk of loss as to all Output purchased by Buyer shall
pass from Seller to Buyer at the Point of Interconnection. Seller warrants that it
shall deliver all Output to Buyer free and clear of all liens, security interests, claims
and encumbrances or any interest therein or thereto created by any Person other
than Buyer.
(c) Capacity of Plant.
(i) Expected Initial Capacity. Seller and Buyer each acknowledge and agree
that as of the Execution Date the Parties expect that the generation
capability of the Plant as of the Commercial Operation Date shall be 26
POWER PURCHASE AGREEMENT - Page 21 of 65
MW AC, net of all auxiliary loads, station electrical uses, and electrical
losses (the “Expected Initial Capacity”). Seller shall complete and deliver
to Buyer the Expected Annual Energy Production table in the form attached
hereto as Exhibit G based on the Expected Initial Capacity pursuant to
Section 2.1(a)(ii).
(ii) Actual Initial Capacity. Seller shall use commercially reasonable efforts to
ensure that the installed capacity of the Plant determined as of the
Commercial Operation Date (the “Initial Capacity”) is same as the
Expected Initial Capacity, but in no event shall be less than 25 MW AC or
more than 27 MW AC, and shall be determined based upon the sum of the
nameplate ratings (AC) of all Plant inverters. If applicable, Seller shall
update the Expected Annual Energy Production table it delivered to Buyer
pursuant to Section 2.1(a)(ii) and 2.3(c)(i) above, to reflect the Plant’s
Initial Capacity (which shall remain subject to the installed capacity
limitations set forth in this sub-section) and deliver such revised table to
Buyer pursuant to Section 2.2(b)(ii)(aa).
2.4 Price.
Subject to the adjustments described in Sections 2.4(a) and (b) and related to Performance
LDs under the provisions of Section 4.6, during the period of delivery of any Test Energy
and during the Delivery Term, for Output delivered or tendered to Buyer at the Point of
Interconnection, Buyer shall pay Seller a price per MWh of Output equal to Thirty Six
Dollars and Seventy-Six Cents ($36.76) per MWh (“Price”). The Price shall be the total
compensation owed by Buyer for the Output delivered or tendered to Buyer during the
period of delivery of any Test Energy and during the Delivery Term, as adjusted as
follows:
(a) Overproduction Output Price. For any and all Output in excess of one hundred five
percent (105%) of the Expected Annual Energy Production for the then-current
Contract Year, if any, Buyer shall pay Seller a price per MWh of Output that is the
lesser of (i) ninety percent (90%) of the Price or (ii) the hourly DA Price at the Point
of Interconnection (either (i) or (ii) being referred to as the “Overproduction
Energy Price”), subject to: (i) Buyer shall be obligated to purchase any and all
Output delivered or tendered to Buyer in excess of one hundred five percent
(105%) up to and including one hundred twenty percent (120%) of the Expected
Annual Energy Production for the then-current Contract Year and (ii) Buyer shall
have the right, but not the obligation to purchase, Output in excess of one hundred
twenty percent (120%) or more of the Expected Annual Energy Production for the
then-current Contract Year, and, if applicable, subject to Section 2.4(b). If Buyer
chooses not to exercise this right of first refusal in sub-section (ii) above, Seller
may sell such Output to a third party so long as such third party sale does not affect
or impair in any material way Seller’s ability to meet its obligations or Buyer’s
rights with respect to this Agreement as determined by Buyer in its reasonable
discretion; and/or
POWER PURCHASE AGREEMENT - Page 22 of 65
(b) Pre-FCDS Energy Price. For any and all Output delivered or tendered to Buyer
prior to the date on which Seller has obtained a Full Capacity Deliverability Status
Finding from the CAISO, if any, Buyer shall pay Seller a price per MWh of Output
equal to ninety percent (90%) of the Price (“Pre-FCDS Energy Price”) and, if
applicable, subject to Section 2.4(a).
For the avoidance of doubt, if both conditions (a) and (b) above occur, then Buyer
shall pay Seller the Price adjusted by both (a) and (b), and if only one condition (a)
or (b) above occurs, then Buyer shall pay Seller the Price adjusted by either (a) or
(b), as applicable.
2.5 Test Energy.
For a period of up to ninety (90) days prior to the commencement of the Delivery Term,
Buyer shall purchase and accept from Seller at the Point of Interconnection and pay for as
described in Section 2.4, the Output relating to any Test Energy pursuant to the terms of
this Agreement; provided that the decision to produce and deliver Test Energy hereunder
shall be at the sole discretion of Seller. All Test Energy shall be scheduled in accordance
with the scheduling protocols set forth in Exhibit D, as may be modified by the Parties
pursuant to Section 4.1(g).
2.6 Environmental Attributes.
(a) Purchase and Sale of Environmental Attributes. During the Term, Seller shall sell
and transfer to Buyer, and Buyer shall purchase and receive from Seller, all right,
title and interest in and to the Environmental Attributes associated with the Output,
if any, whether now existing or subsequently generated or acquired (other than by
direct purchase from a third party) by Seller, or that hereafter come into existence,
during the Term, as a component of the Output purchased by Buyer from Seller
hereunder. Subject to Section 2.6(c), Seller agrees to transfer and make such
Environmental Attributes available to Buyer immediately to the fullest extent
allowed by applicable Law upon Seller’s production or acquisition of the
Environmental Attributes. Seller agrees to convey and hereby conveys all such
Environmental Attributes to Buyer as included in the delivery of the Output from
the Plant. Seller shall not assign, transfer, convey, encumber, sell or otherwise
dispose of all or any portion of the Environmental Attributes to any Person other
than Buyer. As of the Effective Date and continuing throughout the Term, Seller
represents and warrants that Seller holds the rights to all Environmental Attributes
from the Plant, the Plant qualifies and is certified by the CEC as an ERR and the
Plant’s Output qualifies under the California Renewable Portfolio Standards
requirements. To the extent that a Change in Law occurs after the Effective Date
that causes this representation and warranty to be false or misleading, it shall not be
an Event of Default if Seller has used commercially reasonable efforts to comply
with such Change in Law and takes all actions as determined by Buyer in its
reasonable discretion to implement any change or improvement to the Plant to
maintain such certification or qualification.
POWER PURCHASE AGREEMENT - Page 23 of 65
(b) Buyer’s Right to Report Ownership of Environmental Attributes. During the Term,
Seller shall not report to any Person or entity that the Environmental Attributes
granted hereunder to Buyer belong to anyone other than Buyer, and Buyer may
report under any program that such Environmental Attributes purchased hereunder
belong to it.
(c) Documentation of Environmental Attributes. Seller shall document the production
of Environmental Attributes under this Agreement by delivering with each invoice
to Buyer such attestations or other documents as may be required by Exhibit B.
Seller agrees to promptly and cooperatively update or modify Exhibit B, as
necessary, to ensure that Buyer receives full and complete title to, and the ability to
record with any EA Agency as its own, all of the Environmental Attributes
purchased hereunder. At Buyer’s request, the Parties, each at their own expense,
shall execute all such documents and instruments in order to transfer the
Environmental Attributes specified in this Agreement, to Buyer or its designees, as
Buyer may reasonably request. In the event of the promulgation of a scheme
involving Environmental Attributes administered by an EA Agency, upon
notification by an EA Agency that any transfers contemplated by this Agreement
shall not be recorded, the Parties shall promptly cooperate in taking all reasonable
actions necessary so that such transfer can be recorded. Each Party shall promptly
give the other Party copies of all documents it submits to the EA Agency to
effectuate any transfers.
2.7 Resource Adequacy.
(a) Resource Adequacy Requirements. During the Delivery Term, Seller grants,
pledges, assigns and otherwise commits to Buyer all of the Plant’s Initial Capacity,
including Capacity Attributes from the Plant, to enable Buyer to meet its Resource
Adequacy or successor program requirements, as the CPUC, CAISO and/or other
regional entity may prescribe, including submission of a supply plan or Resource
Adequacy plan (“Resource Adequacy Requirements”). From the Execution
Date, and for the duration of the Delivery Term, Seller shall take all commercially
reasonable actions, including complying with all applicable registration and
reporting requirements, and executing any and all documents or instruments
necessary to enable Buyer to use all of the capacity of the Plant, including Capacity
Attributes, to be committed by Seller to Buyer pursuant to this Agreement to meet
Buyer’s Resource Adequacy Requirements during the Delivery Term.
(b) Availability Standards. Seller shall be responsible for all costs, charges, expenses,
penalties, and obligations resulting from Availability Standards, if applicable, and
Seller shall be entitled to retain all credits, payments, and revenues, if any, resulting
from Seller achieving or exceeding Availability Standards, if applicable.
2.8 Tax Credits and Incentives.
Buyer acknowledges and agrees that all Incentives shall be owned by Seller, and that Buyer
shall not claim Incentives. Buyer agrees to cooperate with Seller, as may be necessary, to
POWER PURCHASE AGREEMENT - Page 24 of 65
allow maximization of the value of, and realization of, all Incentives; provided that Buyer
shall not be required to incur additional costs or accept any diminution in value of its rights
under this Agreement or of the Output purchased hereunder. In addition, Buyer shall not
take any action (except as otherwise permitted under this Agreement), that would in any way
reduce or eliminate the availability to Seller of any Incentives, including the Section 45
Credits and the Section 48 Credits, and Buyer shall forego any credits or benefits available to
it (other than Environmental Attributes), including rights to purchase of Test Energy, to the
extent necessary to allow Seller to obtain the full benefit of the Incentives, but in no event
shall Buyer be required to forego receipt of Output after the Contract Delivery Start Date.
2.9 CEQA.
(a) CEQA Determinations. Any and all CEQA requirements for or related to the
development of the Plant shall be the responsibility of Seller; provided, that, Buyer
reserves any and all of its rights and powers under CEQA that may be applicable,
appropriate, and within Buyer’s jurisdiction, including the power in its sole
discretion to:
(i) review the Plant’s environmental impacts;
(ii) prepare and/or review environmental documents and studies;
(iii) review mitigation measures and/or alternatives in order to avoid or lessen
any significant environmental impacts resulting from the Plant;
(iv) determine that any significant impacts that cannot be mitigated are
acceptable due to overriding considerations; or
(v) decide to terminate this Agreement due to any significant adverse
environmental effects resulting from the Plant that were unable to be
mitigated and were unacceptable for lack of overriding considerations in
Buyer’s reasonable discretion.
(b) Seller’s Responsibility to Provide CEQA Documents. Seller shall be required to
provide to Buyer final (and executed, if applicable) copies of all CEQA documents
within ten (10) days of their approval by the CEQA lead agency.
(c) Conditions Precedent to Buyer Purchase. The Parties therefore acknowledge and
agree that Buyer has no obligation to purchase the Output under this Agreement
until all of the following have occurred:
(i) Seller has complied with all applicable CEQA requirements in connection
with its permitting, construction and operation of the Plant (the “Project”);
(ii) Buyer has, as part of such CEQA compliance, been designated as a
“Responsible Agency” for the Project under Section 15096 of the CEQA
Guidelines;
POWER PURCHASE AGREEMENT - Page 25 of 65
(iii) Buyer has satisfactorily complied with all applicable requirements of
Section 15096 relating to the Project, as determined by Buyer in its
reasonable discretion consistent with CEQA requirements;
(iv) Buyer has notified Seller that Buyer elects not to terminate the PPA
pursuant to Section 2(a)(v); and
(iv) the applicable period for any legal challenges under CEQA relating to the
Plant has expired without any such challenge having been filed or, in the
event of any such challenge, the challenge has been determined adversely to
the challenger by final judgment or settlement.
(d) Buyer Termination of Agreement. If Buyer decides not to approve the purchase of
Output from the Plant and to terminate this Agreement as described in Section
2.9(a)(v), Buyer shall give Seller written notice thereof and this Agreement shall
terminate within sixty (60) calendar days from the giving of such notice. Any
termination under this Section 2.9(c) shall be “no-fault”, and neither Party shall
have any liability to the other arising out of such termination, and Buyer shall
promptly return to Seller all Development Assurance less any LD Amount paid by
or due and payable by Seller prior to the date of such termination for reasons
unrelated to this Section 2.9. For the avoidance of doubt, this Section 2.9(c) shall
not affect the rights and remedies associated with any other termination rights set
forth in this Agreement.
2.10 Right of First Refusal for Expansion Plant and Expansion Plant Output.
(a) Buyer’s Right of First Refusal for Development of Expansion Plant. During the
Term, Seller may, in exercising its sole discretion, determine, from time to time, to
develop, finance, construct and/or operate an Expansion Plant. Each time such a
determination is made, Seller shall notify Buyer of such determination and shall
offer, in writing, to sell the Expansion Plant Output to Buyer. The offer shall
include the price to be paid by Buyer for the Expansion Plant Output, the term, and
other principal terms and conditions of the proposed sale. If Buyer wishes to accept
such offer to purchase all (but not less than all) of the Expansion Plant Output,
Buyer shall so notify Seller within ninety (90) calendar days of its receipt of such
offer. Buyer and Seller shall promptly thereafter enter into good faith negotiation
of commercial modifications to this Agreement incorporating such Expansion
Plant Output offer. Until the revised Agreement incorporating an Expansion Plant
is executed, Seller’s proposal, accepted by Buyer (including any modifications
agreed upon in writing by both Parties), shall control all dealings between the
Parties relating to the Expansion Plant. Should any issue arise that is not covered
by such documentation, the terms of this Agreement (prior to amendment for the
Expansion Plant or Expansion Plant Output) shall apply.
(b) Buyer’s Right to Purchase Expansion Plant Output. If Buyer does not accept
Seller’s offer to purchase the Expansion Plant Output within ninety (90) calendar
days of receipt of Seller’s offer, Seller shall be deemed authorized to offer to sell
POWER PURCHASE AGREEMENT - Page 26 of 65
that portion of the Expansion Plant Output to one or more third parties at a price and
on other terms and conditions which, taken as a whole, are at least as favorable to
Seller as the price and other terms and conditions set forth in Seller’s offer to
Buyer. If Seller offers to disaggregate the Expansion Plant Output for the purpose
of selling the same to multiple independent buyers, Seller shall notify Buyer, in
writing, of the terms and conditions of such offers, and Buyer shall again have the
right of first refusal consistent with the terms set forth above for each of the lesser
amounts being offered to the third parties. If Buyer does not purchase the
Expansion Plant Output and Seller sells such Expansion Plant Output to a third
party, Seller shall promptly certify, in writing, to Buyer that the terms and
conditions of sale of such Expansion Plant Output to such third party, taken as a
whole, are at least as favorable to Seller as the price and other terms and conditions
set forth in Seller’s offer to Buyer, and, Seller shall provide the relevant final
contract and any other supporting documentation for such certification by Buyer.
Upon the sale of such Expansion Plant Output in compliance with this Agreement,
Buyer shall have no further rights to be offered or to purchase such Expansion Plant
Output. Buyer’s refusal, in writing, of the Expansion Plant Output from one
Expansion Plant shall not affect Buyer’s right to purchase the Expansion Plant
Output from a subsequently developed Expansion Plant under the terms of this
Agreement. Notwithstanding any provision to the contrary herein, Seller shall not
sell or provide the Expansion Plant Output to any third party, unless Seller can do
so without compromising in any material way its ability to provide the Output or
Expansion Plant Output, if any, to Buyer hereunder. The materiality of any such
impact shall be determined by Buyer, acting in its reasonable discretion.
2.11 Refurbishment of Plant.
During the Term, Seller may refurbish the Plant, alter components of the Plant, replace
components of the Plant, add additional solar modules or inverters, or replace solar
modules or inverters with more powerful solar modules or inverters, in order to increase
the Plant estimated peak AC capability up to the lesser of the Initial Capacity or to the
amount allowed by the Interconnection Agreement; provided, however, that Seller may not
perform any refurbishment to increase capacity higher than the Initial Capacity without the
prior written consent of Buyer, and Buyer shall have the right, in its sole discretion, to
accept or decline to permit any such refurbishment that may increase the Initial Capacity.
2.12 Optional Battery Storage at the Site.
At any time and multiple times during the Term, Buyer may, upon written request (“Battery
Storage Facility Request”), ask Seller to review and evaluate the development of a battery
storage facility or facilities capable of storing up to 25 MWh located at the Site (“Battery Storage
Facility”). The Battery Storage Facility Request may ask Seller to develop a detailed proposal or
may include a detailed proposal (or a combination thereof) for the development of the Battery
Storage Facility. Seller hereby agrees to review, develop and/or evaluate the Battery Storage
Facility Request in good faith and to use its best efforts to take all actions and to do all things
necessary, proper or advisable to consummate, make effective and comply with the development
of the Battery Storage Facility. Within sixty (60) days of receipt of any Battery Storage Facility
POWER PURCHASE AGREEMENT - Page 27 of 65
Request, Seller shall provide a written response to Buyer describing in detail the feasibility of the
development of a Battery Storage Facility, upon what terms and why, and including supporting
documentation and such other information as Buyer may reasonably request. Seller agrees to
negotiate the terms and conditions for the development of such Battery Storage Facility in good
faith; provided, however, that Seller shall not be required to add any such storage unit(s) to the
Plant unless and until Seller, Buyer and any Lenders each (in their sole and absolute discretion)
approves the technical details of such unit(s) and appropriate amendments to this Agreement or
negotiation of a separate battery storage agreement, including additional compensation related to
such unit(s).
ARTICLE III
METERING AND BILLING
3.1 Metering Requirements.
The transfer of Output from Seller to Buyer shall be measured by revenue quality metering
equipment at the Point of Interconnection or another nearby location reasonably acceptable
to Buyer. Such metering equipment, including any equipment required for communicating
meter data (e.g., a dedicated data line) to Buyer or the CAISO, shall be selected, provided,
installed, owned, maintained and operated, at Seller’s sole cost and expense, by Seller or its
designee in accordance with applicable CAISO rules. Seller shall exercise reasonable care
consistent with Prudent Utility Practice in the maintenance and operation of any such
metering equipment, and shall test and verify the accuracy of each meter at least annually.
Seller shall inform Buyer sufficiently in advance of the time and date of these tests to
permit Buyer to be present, and shall permit Buyer to be present, at such tests and to
receive the results of such tests. Subject to Buyer paying the cost of any update or upgrade
to such metering equipment pursuant to a new requirement of the CAISO, the Participating
TO or any other Governmental Authority, adopted after the Contract Delivery Start Date,
each of Seller’s meters shall be accurate to the metering specifications then in effect for
CAISO meter accuracy. Seller shall further install and maintain all equipment and data
circuits necessary to transmit all monitored real time supervisory control and data
acquisition (“SCADA”) system data and real time data from the CAISO meter to the
CAISO and, if applicable, Buyer’s Scheduling Coordinator, while adhering to both CAISO
and, if applicable, Buyer’s Scheduling Coordinator’s communications protocols. Seller
shall provide Buyer with a copy of each certificate of compliance issued by CAISO, if any.
Seller shall provide Buyer and, if applicable, its Scheduling Coordinator access to all
monitored SCADA points to be used at their discretion in real time monitoring. Buyer, at
its sole cost and expense, may install and maintain check meters and all associated
measuring equipment necessary to permit an accurate determination of the quantities of
Output delivered under this Agreement, provided the referenced equipment does not
interfere with Seller’s metering equipment. Seller shall permit Buyer or its Scheduling
Coordinator or its agent access to Seller’s Plant for the purpose of installing and
POWER PURCHASE AGREEMENT - Page 28 of 65
maintaining such check meters. Seller shall submit to the CAISO, or allow the CAISO to
retrieve, any meter data required by the CAISO related to the Plant output in accordance
with the CAISO’s settlement and billing protocol and meter data tariffs. Buyer shall have
reasonable access to relevant meters and associated facilities, as well as real time access to
all meter data, as is necessary for Buyer or, if applicable, its Scheduling Coordinator to
perform its duties as scheduling coordinator and comply with the requirements of the
CAISO Tariff.
3.2 Billing.
Seller shall provide to Buyer on or before the tenth (10th) day of each month an invoice for
the Output for the prior month based upon meter data for Output delivered in such
calendar month (taking into account any line losses to the Point of Interconnection),
enclosing reasonably appropriate supporting CAISO documentation and any
corresponding attestation that may be required pursuant to Section 2.6(c). Such invoice
may be transmitted by e-mail to UtilityCommoditySettlements@cityofpaloalto.org, or to
any other e-mail address designated, in writing by Buyer. Should either Seller or Buyer
determine at a later date, but in no event later than two (2) years after the original invoice
date, that the invoice amount was incorrect, that Party shall promptly notify, in writing,
the other Party of the error. If the amount invoiced was lower than the amount that should
have been invoiced, then Buyer shall, upon receiving verification of the error and
supporting documentation from Seller, pay any undisputed portion of the difference
within thirty (30) calendar days of receipt of verification. If the amount invoiced was
higher than the amount that should have been invoiced, then Seller shall, upon receiving
verification of the error and supporting documentation from Buyer, pay any undisputed
portion of the difference within thirty (30) calendar days of receipt of verification. Any
such adjusted amount owing by Seller or Buyer shall be subject to the interest rate as
designated in Section 3.3, running from the original due date of payment.
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3.3 Payment.
For Output delivered to Buyer pursuant to this Agreement, Buyer or its agent shall pay
Seller by electronic transfer of funds by the later of the twentieth (20th) day of the month or
the tenth (10th) Business Day after the invoice is received in accordance with Section 3.2,
subject to Buyer’s right to set-off any Daily LD Amount or Performance LDs owed by
Seller to Buyer as described in Sections 4.4(b)(iii) or 4.6(b)(iii), respectively. Payments
made after the due date shall be considered late and shall bear interest on the unpaid
balance at an annual rate equal to two percent (2%) plus the average daily prime rate as
determined from the "Money Rates" section of The Wall Street Journal for the days of the
late payment period multiplied by the number of calendar days elapsed from and including
the day after the due date, to and including the payment date. Interest shall be computed on
the basis of a 365-day year. In the event this index is discontinued or its basis is
substantially modified, the Parties shall agree on a substitute equivalent index. Should
Buyer in good faith dispute the amount of an invoice, Buyer or its agent may withhold such
disputed amounts until the dispute is resolved in accordance with Section 10.10. Such
disputed amounts shall bear interest at the interest rate described above. Failure of Buyer
or its agent to withhold any amount shall not constitute a waiver of Buyer’s right to
challenge such amount.
3.4 Billing Agent.
Seller agrees Buyer may designate an agent to act on its behalf for billing purposes, so long
as Buyer remains liable for its obligations under this Agreement.
ARTICLE IV
SELLER'S OBLIGATIONS
4.1 Development, Finance, Construction and Operation of the Plant.
During the Term, Seller covenants that at no cost to Buyer, unless otherwise specifically
stated in this Agreement, it shall:
(a) Develop, Finance and Construct the Plant. Design, develop, finance and construct
the Plant;
(b) Real-time Monitoring. Provide Buyer with access to a “real time” Plant monitoring
system (which, at a minimum, shall provide “real time” information regarding the
net output of the Plant) that is anticipated to be internet protocol-based and include
any applicable alarms required by Prudent Utility Practice;
(c) Permits. Seek, obtain, maintain, comply with and, as necessary, renew and modify
from time to time, all Permits, certificates or other authorizations or approvals,
including comply with any and all CEQA requirements for or related to the
POWER PURCHASE AGREEMENT - Page 30 of 65
development of the Plant and prepare any and all necessary CEQA documentation,
including any environmental impact studies, as described more specifically in
Section 2.9, which are necessary for the construction, operation and maintenance of
the Plant or required by any Requirements of Laws or Governmental Authority as
prerequisites to Seller’s performance of this Agreement;
(d) Operation and Maintenance - Compliance. Operate, maintain, and repair the Plant
in accordance with this Agreement, all Requirements of Laws applicable to Seller
or the Plant, all Contractual Obligations and Permits, and in accordance with
Prudent Utility Practice, including with respect to efforts to maintain availability of
the Expected Annual Energy Production subject to normal system wear-and-tear
and the panel degradation factor set forth on Exhibit G. Seller shall obtain in its
own name and at its own expense any and all pollution or environmental credits or
offsets necessary to operate the Plant in compliance with the Environmental Laws;
(e) Operation and Maintenance – Prudent Utility Practice. Operate and maintain in a
manner consistent with Prudent Utility Practice the facilities it will own and
otherwise cooperate with the Participating TO in the physical interconnection of
the Plant to the Participating TO System in accordance with the Interconnection
Agreement;
(f) Insurance. Obtain and maintain the policies of insurance in the amounts and with
the coverages as set forth on Exhibit C;
(g) Outages. By October 1st of each year of the Delivery Term, provide each of Buyer
and, if applicable, its Scheduling Coordinator with an annual projection of
scheduled Planned Outages for the following calendar year. Should Seller make
any changes to such projection, it shall notify Buyer and, if applicable, its
Scheduling Coordinator of such changes at least fourteen (14) calendar days in
advance of any newly scheduled or rescheduled Planned Outage. If Buyer requests
a change to the scheduled date of any Planned Outage (including to a date set forth
in a change notice from Seller), Seller shall consider such request in good faith and
notify Buyer of its decision within seven (7) calendar days of receipt of Buyer’s
request. In no instance other than Saturdays, Sundays and federal holidays during
the period of reliability accounting (initially the period between June 1st and
September 30th but subject to changes selected at Buyer’s discretion for
conforming to CAISO availability assessment) shall Seller schedule Planned
Outages of more than twenty-four (24) hours during the Delivery Term. In
connection with any Planned Outage or Forced Outage in excess of one (1) MW of
Plant capacity, Seller shall notify Buyer and, if applicable, its Scheduling
Coordinator, as soon as practicable, of the percentage of Plant (based on percentage
of Output loss) expected to be out of service and how long the Planned Outage or
Forced Outage is expected to last. If the Planned Outage or Forced Outage is total
and is due to failure of the Plant rather than the transmission and distribution
system beyond the Point of Interconnection, Seller shall give Buyer and, if
applicable, its Scheduling Coordinator at least four (4) hours’ prior notice before
re-energizing the Plant. In addition, Seller shall comply with Buyer’s Scheduling
POWER PURCHASE AGREEMENT - Page 31 of 65
Coordinator’s scheduling protocols, as may be changed from time to time. A copy
of the scheduling protocols prepared jointly by the Parties as of the Execution Date
and then-anticipated to be appropriate as of the Commercial Operation Date is
attached as Exhibit D. The Parties agree, within thirty (30) days after achievement
of the Construction Milestone to commence reviewing the appropriateness of such
scheduling protocols and work together (including meeting in-person) and, if
applicable, with Buyer’s Scheduling Coordinator to make and complete prior to the
delivery of Test Energy under Section 2.5, any modifications necessary to ensure
the scheduling protocols’ consistency with the CAISO Tariff, its Operating
Procedures and Business Practice Manuals, and the then-planned operating
procedures for the Plant; provided that, during the Delivery Term, Buyer shall
provide Seller with any revised scheduling protocols within a reasonable period of
time to the extent, if applicable, its Scheduling Coordinator provides the same to
Buyer;
(h) Interconnection. Perform all studies, pay all fees, obtain all necessary approvals
and execute all necessary agreements to secure the interconnection, distribution
and/or transmission arrangements, including negotiate and enter into an
Interconnection Agreement sufficient to allow Seller to deliver the Output to the
Point of Interconnection and into the CAISO-controlled grid for sale to Buyer
pursuant to the terms of this Agreement;
(i) FCDS Status and Copy of Finding. Ensure that its interconnection, distribution
and/or transmission arrangements shall provide for Full Capacity Deliverability
Status as of the FCDS Finding Milestone (unless extended pursuant to Section 4.4)
and throughout the remainder of the Delivery Term. Seller shall provide to Buyer a
copy of the FCDS Finding within fifteen (15) days of such finding having been
obtained from the CAISO. All costs or amounts designated in the Plant’s full
capacity deliverability study to obtain FCDS or any costs and expenses incurred by
Seller for FCDS studies shall be Seller’s sole responsibility.
(j) Participating Generator Agreement and Meter Service Agreement. Negotiate and
enter into a Participating Generator Agreement and a Meter Service Agreement for
CAISO Metered Entities with the CAISO, the load control area operator for the
Participating TO System, to which the Plant is interconnected. Buyer shall pay for
or reimburse Seller for any such costs or charges associated with these agreements,
except to the extent such cost or charge is required to be paid by Seller under this
Agreement in Sections 3.1 and 4.1(h). Seller shall cooperate with Buyer to
minimize any such costs as are to be reimbursed by Buyer;
(k) Start-ups and Shut-downs. Coordinate all Plant start-ups and shut-downs, in whole
or in part, with Buyer in accordance with CAISO scheduling protocols and the
reasonable protocols established by Buyer that are not inconsistent with the CAISO
Tariff and CAISO procedures; and
(l) Development Assurance, Interim Assurance and Performance Assurance. Fund
and maintain the Development Assurance and Interim Assurance, as applicable, to
POWER PURCHASE AGREEMENT - Page 32 of 65
assure Seller’s timely development of the Plant and achievement of Commercial
Operation and the Contract Delivery Start Date, including the performance of all
construction tasks; and fund and maintain the Performance Assurance to assure
Seller’s delivery of the Output to Buyer, all in accordance with Article IX.
4.2 General Obligations.
(a) Records. Seller shall keep complete and accurate operating and other records and
all other data for the purposes of proper administration of the Agreement, including
such records as may be required by any Governmental Authority or Prudent Utility
Practice;
(b) Organizational Good Standing and Compliance with Laws and Agreement. During
the Term of this Agreement, Seller shall continue to (i) preserve, renew and keep in
full force and effect its organizational existence and good standing, and take all
reasonable action to maintain all applicable Permits, rights, privileges, licenses and
franchises necessary or desirable in the ordinary course of its business; (ii) comply
with all Requirements of Laws, including Environmental Laws, applicable to Seller
or the Plant; and (iii) comply with all Contractual Obligations related to the
operation and maintenance of the Plant;
(c) Further Development Information. Seller shall provide to Buyer such other
information regarding the permitting, engineering, construction or operations of the
Plant as Buyer may from time to time reasonably request, subject to licensing or
other restrictions of Seller or a third party with respect to confidentiality, disclosure
or use; provided, nothing herein shall limit Buyer’s right to agree to confidentiality
or sign a confidentiality agreement in connection therewith before acquiring
knowledge of such information;
(d) CAISO Agreements. Seller shall enter into any agreements with the CAISO
required by the CAISO for generators delivering power into the CAISO-controlled
grid. Except for such costs and charges as are expressly identified in this
Agreement as Seller’s costs, Buyer shall reimburse Seller for all costs and charges
under such agreements. Seller shall cooperate with Buyer to minimize any such
costs as are to be reimbursed by Buyer;
(e) Financial Statements. If requested by Buyer, Seller shall deliver to Buyer (a)
within four (4) months following the end of each fiscal year, a copy of Seller’s and
Seller’s Parent’s annual report containing audited consolidated financial statements
for such fiscal year (or if not available, unaudited consolidated financial statements
for such fiscal year) and (b) within forty-five (45) calendar days after the end of
each of its first three (3) fiscal quarters of each fiscal year, a copy of Seller’s and
Seller’s Parent’s quarterly report containing unaudited consolidated financial
statements for such fiscal quarter. In all cases, the statements shall be for the most
recent accounting period and shall be prepared in accordance with GAAP and shall
be certified by the Chief Financial Officer or equivalent officer of Seller on behalf
of Seller and of Seller’s Parent on behalf of Seller’s Parent, dated no earlier than ten
POWER PURCHASE AGREEMENT - Page 33 of 65
(10) Business Days prior to delivery to Buyer (i) as fairly presenting the financial
condition of Seller and Seller’s Parent, as applicable, subject only to what would
typically be included in year-end audit adjustments and footnotes; provided,
however, that should any such statements not be available on a timely basis due to a
delay in preparation or certification, such delay shall not constitute an Event of
Default so long as Seller diligently pursues the preparation, certification and
delivery of the statements;
(f) Notice of Expected Initial Capacity. Within fifteen (15) calendar days of the later
of (i) obtaining the authority to construct for the Plant from the applicable
Governmental Authority or (ii) Seller’s receipt of the system impact and facility
cost studies from the Participating TO, Seller shall provide written notice to Buyer
stating the then-expected Initial Capacity of the Plant in MW AC (which shall be
subject to the Initial Capacity limits described in Section 2.3(c)(ii)) and specifying
other material key Plant design details;
(g) Site Size Requirement. Seller agrees and hereby certifies to Buyer that the Site
(including any proposed modification to the Site described in Section 4.2(h)) shall
be sufficient in size and scope to accommodate both the Plant and the potential
future build out of a Battery Storage Facility (whether the Parties agree to develop
the battery storage facilities or not). Seller acknowledges and agrees that Buyer’s
potential ability to add a Battery Storage Facility under Section 2.12 and the
obligation to size the Site accordingly in this Section 4.2(g) are material
inducements to Buyer to enter into this Agreement.
(h) Modification of Site. Seller shall not modify the Site without the prior written
consent of Buyer, which consent shall not be unreasonably withheld, conditioned
or delayed. With respect to any proposed Site modification Seller shall provide
written notice to Buyer describing the proposed Site modification, the reasons
therefor, and the extent of any impact such modification would have upon any and
all of the Milestones and including a revised Exhibit A reflective of the proposed
modification. Seller shall provide Buyer with other relevant information
reasonably requested by Buyer regarding the proposed Site modification. At all
times during this Agreement, Seller covenants that the Site (and any proposed Site
modification) shall be sufficient in size and scope to accommodate both the Plant
and a potential future build out the Battery Storage Facility as contemplated by
Section 2.12 (whether the Parties agree to develop the battery storage facilities or
not). Notwithstanding any provision to the contrary, any fees and costs related to
modifications contemplated by this Section 4.2(h) shall be subject to Section
10.12(a).
(i) Final Site Drawings. Seller shall provide to Buyer final Site Drawings ninety (90)
days prior to the Commercial Operation Date.
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4.3 Construction Milestones.
(a) Seller Pursuit of Milestones. The Parties agree that time is of the essence in the
performance of Seller’s obligations under this Agreement. The Parties further
agree that the Milestones must be achieved in a timely fashion or Buyer shall suffer
damages which are difficult to estimate with reasonable certainty. Upon request,
Seller shall promptly provide Buyer with documentation satisfactory to Buyer,
acting in the reasonable exercise of Buyer’s discretion, to support the progress,
status and achievement of the Milestones by the dates set forth below (in addition to
the reports, notices, updates, certifications, documentation and materials described
in this Section 4.3 below).
(b) Individual Milestones. Seller covenants that it shall diligently pursue to
completion each of the following Milestones:
(i) By December 22, 2017, Seller shall have executed and delivered to Buyer
the Interconnection Agreement for the Plant (the “Interconnection
Agreement Milestone”);
(ii) By August 28, 2019, Seller shall have obtained the Conditional Use Permit
necessary, in final form, to commence construction of the Plant (the
“Conditional Use Permitting Milestone”);
(iii) By August 28, 2019, Seller shall have obtained all Permits necessary, in
final form, to commence construction of the Plant (the “Permitting
Milestone”);
(iv) By October 15, 2019, Seller shall have arranged for the financing of the
construction of the Plant or otherwise make funds available to commence
and complete construction (the “Financing Milestone”);
(v) By August 3, 2020, Seller shall have commenced construction of the Plant
(the “Construction Milestone”);
(vi) By June 1, 2021, Seller shall deliver the COD Certification to Buyer (the
“Commercial Operation Milestone”); and
(vii) By August 1, 2021, Seller shall have obtained a Full Capacity Deliverability
Status Finding from the CAISO (the “FCDS Finding Milestone”).
(c) Development Progress Reports. Seller shall regularly provide to Buyer
Development Progress Reports concerning the progress towards construction and
completion of each of the Milestones (including whether Seller has met or is on
target to meet each of the Milestones), which shall be substantially similar in form
and substance to that attached as Exhibit E, and include such additional information
as reasonably required by Buyer in its sole discretion. Seller shall also agree to
meetings between representatives of Buyer and Seller to review such monthly
reports and discuss Seller’s construction progress, as Buyer may request from time
POWER PURCHASE AGREEMENT - Page 35 of 65
to time. Seller shall deliver the Development Progress Report to Buyer describing
activities for the applicable Report Period no less frequently than:
(i) From the Execution Date until completion of the Interconnection
Agreement Milestone, on a bi-annual basis, with the first Development Progress
Report due under this Section 4.3(c)(i) on the date that is six (6) months after the
Execution Date and with each subsequent Development Progress Report due under
this Section 4.3(c)(i) on the date that is the six (6) calendar month anniversary of
the prior due date;
(ii) From the Interconnection Agreement Milestone until Seller delivers the
Notice to Proceed to the EPC Contractor for the Plant, on a quarterly basis, with the
first Development Progess Report due under this Section 4.3(c)(ii) on the date that
is fifteen (15) days after the close of the first full calendar quarter following Seller’s
achievement of the Interconnection Agreeent Milestone and with each subsequent
Development Progress Report due under this Section 4.3(c)(ii) on the date that is
fifteen (15) days after the close of each calendar quarter thereafter;
(iii) From the date Seller delivers the Notice to Proceed to the EPC Contractor
for the Plant until achievement of all Milestones, on a monthly basis, with the first
Development Progress Report due under this Section 4.3(c)(iii) on the date that is
fifteen (15) days after the close of the first full calendar month following Seller’s
delivery of the Notice to Proceed to the EPC Contractor for the Plant and with each
subsequent Development Progress Report due under this Section 4.3(c)(iii) on the
date that is fifteen (15) days after the close of each month thereafter. (d) Notice
of Commercial Operation Date and COD Certification. Seller shall provide written
notice to Buyer thirty (30) calendar days in advance of the anticipated Commercial
Operation Date, and shall provide Buyer with written weekly updates thereafter
detailing the status of Seller’s progress in achieving Commercial Operation until
the week preceding the Commercial Operation Date. Once Commercial Operation
of the Plant has commenced, Seller shall deliver to Buyer by electronic mail or
facsimile, with originals to follow by hand-delivery, courier or mail service, the
COD Certification in the form attached hereto as Exhibit E-2, which date of
delivery shall establish the Commercial Operation Date as described in the COD
Certification.
(e) Certification of Completion of Milestone. Within five (5) Business Days of the
completion of each Milestone (except for the Commercial Operation Milestone
which certification is described in subsection (d) above), Seller shall provide a
certification to Buyer (along with any relevant supporting documentation), stating
Seller’s achievement or satisfaction of each such Milestone. In addition, Seller
shall provide to Buyer additional information concerning Seller’s progress towards,
or confirmation of, achievement of the Milestones, as Buyer may reasonably
request from time to time.
(f) Notice of Failure to Achieve Milestone. Upon becoming aware that it shall, or is
reasonably likely to, fail to achieve any Milestone by the required date, for any
POWER PURCHASE AGREEMENT - Page 36 of 65
reason including a Force Majeure Event, Seller shall so notify Buyer, in writing, as
soon as is reasonably practical. Such notice shall provide information regarding the
cause of the delay, provide a revised estimated date for achievement of the
Milestone(s), and otherwise describe Seller’s plan for meeting the Milestone(s).
Seller’s notice shall also explain any impact such delay may or shall have on any
other Milestone, and measures to be taken to mitigate such impact.
4.4 Milestone Excused Delay and Liquidated Damages.
(a) Permitted Extensions to Milestones. In the event that a Force Majeure Event
causes a delay to the achievement of any Milestone then, and in each such case,
each Milestone deadline may be extended by that number of calendar days the
applicable Force Majeure Event actually delays completion of such Milestone.
For the avoidance of doubt, any extension of the deadline for one Milestone shall
not extend the deadline for completion of any other Milestones. Notwithstanding
the foregoing,
(i) in no event shall the combined extensions under this Section 4.4(a) for any
individual Milestone arising from Force Majeure Events exceed six (6) months in
the aggregate;
(ii) in no event shall the combined extensions under this Section 4.4(a) for all
Milestones combined arising from Force Majeure Events exceed twelve (12)
months in the aggregate; and
(iii) if on any given day two or more events cause delay to a Milestone at the same
time (i.e., occur concurrently), Seller shall only be entitled to one (1) day of delay
for such day.
(b) More Than Six (6) Months Excused Extensions; Daily LD Amount. If the
combined excused extensions for any individual Milestone exceed six (6) months
in the aggregate as set forth in Section 4.4(a)(i), Seller shall be liable to Buyer for
liquidated damages for each day or portion of a day of unexcused delay in an
amount equal to the Daily LD Amount. In Buyer’s sole discretion, Buyer shall be
entitled to collect the Daily LD Amount for the relevant number of unexcused days
of delay on a monthly basis within ten (10) days of Seller’s receipt of an invoice
from Buyer therefor by one or more of the following:
(i) drawing upon the Development Assurance or Interim Assurance, as applicable
(which shall be subject to the replenishment provisions set forth in Section 9.2(a)(i)
or (ii), respectively);
(ii) receiving payments from Seller; and/or
(iii) setting off against any amounts owed to Seller by Buyer for the purchase of
Output hereunder under Section 3.3.
POWER PURCHASE AGREEMENT - Page 37 of 65
So long as Seller timely pays and continues to pay any and all of the Daily LD
Amount when due, Buyer shall not be permitted to terminate this Agreement for up
to twelve (12) months. The Parties agree that Buyer’s receipt of the Daily LD
Amount shall (x) not be construed as Buyer’s declaration that an Event of Default
has occurred under any provision of Article VII and (y) not limit Buyer’s right to
receive a Termination Payment or Damage Payment, as applicable, upon exercise
of Buyer’s default right pursuant to Article VII. Each Party agrees and
acknowledges that (I) the damages that Buyer would incur due to Seller’s delay in
achieving the Milestones would be difficult or impossible to predict with certainty
and (II) the Daily LD Amount is an appropriate approximation of such damages.
(c) More than Twelve (12) Months Excused Extensions or Non-Payment of Daily LD
Amount; Termination of Agreement. If for all Milestones the combined excused
extensions exceed twelve (12) months in the aggregate as described in Section
4.4(a)(ii), or if for any reason Seller fails to pay, or discontinues paying, any or all
of the Daily LD Amount when due, Buyer may terminate this Agreement by
written notice to Seller. This twelve (12) month period shall not be further extended
as a result of a Force Majeure Event, including a Force Majeure Event as
contemplated by Section 6.3. In Buyer’s sole discretion, Buyer shall be entitled to
collect the Damage Payment within ten (10) days of Seller’s receipt of an invoice
from Buyer therefor by one or more of the following:
(i) drawing upon the Development Assurance (which shall be subject to the
replenishment provision set forth in Section 9.2(a)(i));
(ii) receiving payments from Seller within ten (10) days of receipt of an invoice
from Buyer therefor; and/or
(iii) setting off against any amounts owed to Seller by Buyer for the purchase of
Output hereunder as set forth in Section 3.3.
If Seller fails to achieve the Milestones, including the Construction Milestone and
Commercial Operation Milestone, as permitted in and limited by the performance
excuse provisions set forth in this Section 4.4, only the damages or remedy set forth
in this Section 4.4(c), and no other, shall be available to Buyer; provided that, the
Parties agree that the prior sentence shall not in any way limit Buyer’s right to
receive a Damage Payment or Termination Payment, as applicable, including for
failure to achieve the Construction Milestone or Commercial Operation Milestone,
for any reason other than as described in this Section 4.4, including exercise of
Buyer’s default right pursuant to Article VII.
4.5 Obligation to Schedule and Deliver.
(a) Appointment of Scheduling Coordinator. As of the Execution Date, Buyer hereby
appoints Seller to act on behalf of Buyer as its Scheduling Coordinator under this
Agreement for the transmission, delivery and receipt of Output from the Plant
at the Point of Interconnection in accordance with all applicable CAISO and related
POWER PURCHASE AGREEMENT - Page 38 of 65
rules and protocols. At least ninety (90) days before the beginning of delivery of
Test Energy, Seller shall take all actions and execute and deliver to Buyer or the
CAISO all documents necessary to become and act as Buyer’s Scheduling
Coordinator. Seller as Scheduling Coordinator shall do all things reasonably
needed to comply with any obligations, and minimize any potential liability, under
the CAISO Tariff. Seller represents, warrants and certifies that Seller shall be
certified by the CAISO as a qualifying Scheduling Coordinator so long as it
provides Scheduling Coordinator Functions on behalf of Buyer for the Plant. Seller
as Buyer’s Scheduling Coordinator shall comply with all Scheduling Coordinator
Functions under the CAISO Tariff and shall conduct all scheduling for the Plant in
full compliance with the terms and conditions of this Agreement and the applicable
CAISO Tariff, all requirements of EIRP (if applicable) and protocols and
scheduling practices for Energy on a Day-Ahead basis or pursuant to the
Hour-Ahead Scheduling Process, as such terms are defined in the CAISO Tariff,
and the scheduling protocols attached hereto as Exhibit D. Commercial
arrangements for such transmission and delivery services shall be coordinated and
settled by the Scheduling Coordinator directly with the CAISO or other third
parties. Seller shall act as Scheduling Coordinator, and perform any and all duties
and responsibilities related thereto, at Seller’s own expense and at no charge to
Buyer at all time during its appointment as Scheduling Coordinator hereunder.
Buyer may at any time during the Term in its sole discretion and for any reason
replace Seller as Scheduling Coordinator (or any subsequent Scheduling
Coordinator) for the Plant with another Scheduling Coordinator upon fifteen (15)
days advance written notice; provided that in such event the Scheduling
Coordinator being replaced shall within ten (10) days of receipt of such notice
provide copies of all scheduling-related records, data, history and information to
the replacement Scheduling Coordinator simultaneously with written certification
of provision of the same to Buyer.
(b) General Confirmations. The Parties acknowledge their general understanding and
intent, subject to the terms and conditions of this Agreement, as follows:
(i) Seller shall use all reasonable efforts consistent with Prudent Utility
Practice to maximize the Output;
(ii) Seller shall be responsible to arrange for, and shall bear all risks associated
with, delivery of all Output to the Point of Interconnection;
(iii) Buyer shall be obligated to pay for all Output delivered to the Point of
Interconnection (subject to Section 2.4(a)); and
(iv) Buyer shall be responsible to arrange for, and shall bear all risks associated
with, acceptance and transmission of Output at and from the Point of
Interconnection.
(c) Curtailment Rights.
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(i) Mandatory Dispatch Down Periods. Seller shall reduce delivery amounts
as directed by the CAISO, Participating TO, or any successor thereof during
any Dispatch Down Period. For the avoidance of doubt, Buyer shall not be
required to pay Seller for the Output that Seller could have delivered to
Buyer but for such order.
(ii) Discretionary Curtailment.
(A) Buyer may require Seller to curtail deliveries of Output from the
Plant to the Point of Interconnection for any reason in Buyer’s sole
discretion (a “Discretionary Curtailment”) by delivering a
dispatch notice to Seller, provided that (1) such Discretionary
Curtailments shall be limited to a total of not more than twenty-five
percent (25%) of the Expected Annual Energy Production, with the
first fifty (50) hours of such amount in each Contract Year at no
charge to Buyer, and (2) the dispatch notices shall be consistent with
the operational characteristics set forth in Exhibit D. Seller shall
reduce the Plant’s delivered Output by the amount and for the period
set forth in each dispatch notice.
(B) In addition to paying Seller for all Output actually delivered and not
curtailed hereunder (subject to Section 2.4 and the adjustments in
(a) and/or (b)), Buyer shall pay Seller, on the date payment would
otherwise be due in respect of each month in which any
Discretionary Curtailment occurred after giving effect to the
maximum of fifty (50) hours of no-charge curtailment specified in
Section 4.5(c)(ii)(A)(1), an amount equal to (1) the amount of
Output that Seller could reasonably have delivered to Buyer but for
such Discretionary Curtailment multiplied by (2) the Price, the
Over-Production Energy Price and/or the Pre-FCDS Price, as
applicable.
(iii) Failure to Comply. If Seller fails to comply with a dispatch notice that
meets the requirements for a Discretionary Curtailment, then, for the
amount of Output (measured in MWhs of Output) that the Plant delivered in
contradiction to the dispatch notice, Seller shall pay Buyer the greater of:
(A) Two hundred percent (200%) of the aggregate Price for such MWhs
plus any penalties or other charges actually incurred resulting from
Seller’s failure to comply with the dispatch notice; and
(B) the CAISO’s Real-Time Market price for the applicable PNode for
such MWhs plus any penalties or other charges actually incurred
resulting from Seller’s failure to comply with the dispatch notice.
(d) Eligible Intermittent Resource; Participating Intermittent Resource; and Forecast
Fee.
POWER PURCHASE AGREEMENT - Page 40 of 65
(i) EIRP. Unless the Plant is not EIRP-eligible or as otherwise directed by
Buyer pursuant to Section 2.2(b)(ii)(gg), (i) Seller shall provide Buyer with a copy
of the notice from CAISO certifying the Plant as a Participating Intermittent
Resource as soon as practicable after Seller’s receipt of such notice of certification,
(ii) as of the first date of delivery of Test Energy and until the Plant receives
certification as a Participating Intermittent Resource, Seller, at its sole cost, shall
comply with EIRP and additional protocols issuec by the CAISO for Eligible
Intermittent Resources, and (iii) throughout the Delivery Term, Seller, at its sole
cost, shall participate in and comply with EIRP and all additional protocols issued
by the CAISO for a Participating Intermittent Resource. If the EIRP is no longer
made available by the CAISO or if Buyer directs Seller not to participate in such
program, then throughout the Delivery Term, Seller, at its sole cost, shall
participate in and comply with all other protocols, rules or regulations issued by the
CAISO for generating facilities providing energy on an intermittent basis.
Throughout the Delivery Term, Buyer in its limited capacity as Seller’s Scheduling
Coordinator shall facilitate communication with the CAISO and provide other
administrative materials to CAISO as necessary to satisfy Seller’s obligations as
Seller’s Scheduling Coordinator .
(ii) Forecast Fee. As an Eligible Intermittent Resource, the Scheduling
Coordinator shall schedule Plant Output based upon a day-ahead and hour-ahead
forecast developed by the CAISO (the “Forecasting Service”).
Seller shall bear all forecast fees imposed by the CAISO for use of the Forecasting
Service or any successor CAISO forecasting service up to and including
$0.10/MWh (irrespective of whether Seller uses its own forecasting service in
addition to the Forecasting Service). If such fees exceed this amount, the Parties
shall each be responsible for, and each agrees to pay, fifty percent (50%) of such
excess. Seller agrees to provide the Forecasting Service with sufficient data to
support a reasonably accurate and unbiased forecast with respect to the Output to be
sold by Seller to Buyer. To the extent the CAISO no longer provides the
Forecasting Service (or a successor Forecasting Service) for the Plant Output,
Seller and Buyer shall promptly coordinate to develop an alternative source for
day-ahead and hour-ahead forecast information to be used by the Scheduling
Coordinator for scheduling Plant Output.
4.6 Output Obligations, Performance LDs and Buyer’s Right to Operate.
(a) Two (2) Year Minimum Production Threshold. Seller guarantees that the
Calculation Period Deemed Delivered Energy Production for each Calculation
Period shall be no less than the Two (2) Year Minimum Production Threshold for
such Calculation Period in accordance with this Section 4.6. No less frequently
than quarterly during each year, Seller shall calculate and provide notice to Buyer
of the then-cumulative amount of the Seller Excused Energy Amount for such year,
along with an explanation in reasonable detail of the calculation thereof based on
historical Plant data, meteorological data, Output projections (including by the
CAISO, if applicable) and other relevant data. The calculation shall be subject to
POWER PURCHASE AGREEMENT - Page 41 of 65
review and approval by Buyer.
(b) Performance LDs. If, for any Calculation Period, the Calculation Period Deemed
Delivered Energy Production is less than the Two (2) Year Minimum Production
Threshold (any such shortfall, in MWh, a “Shortfall”), then Seller may cure such
Shortfall by paying or crediting Buyer liquidated damages based on the amount of
such Shortfall in an amount equal to (i) the amount of such Shortfall multiplied by
(ii) the per MWh Price in this Agreement multiplied by (iii) a factor of 1.2
(“Performance LDs”). In Buyer’s sole discretion, Buyer shall be entitled to collect
Performance LDs within ten (10) days of Seller’s receipt of an invoice from Buyer
therefor by one or more of the following:
(i) drawing upon the Performance Assurance (which shall be subject to the
replenishment provision set forth in Section 9.2(a)(iii);
(ii) receiving payments from Seller on a monthly basis within ten (10) days of
receipt of an invoice from Buyer therefor; and/or
(iii) setting off against any amounts owed to Seller by Buyer for the purchase of
Output hereunder as set forth in Section 3.3.
If for any Calculation Period Seller is obligated to pay or credit any Shortfall
damages hereunder, then, for purposes of calculating the Calculation Period
Deemed Delivered Energy Production for the immediately succeeding Calculation
Period, the amount of the Calculation Period Deemed Delivered Energy Production
for the first year in such succeeding Calculation Period shall be deemed to be equal
to the greater of (a) the actual Calculation Period Deemed Delivered Energy
Amount for such first year, or (b) eighty percent (80%) of the Calculation Period
Expected Annual Energy Production for such first year.
Except as otherwise expressly stated in this Section 4.6(b), the Performance LDs
shall be Buyer’s sole monetary remedy for any Shortfall or failure to produce the
Output or failure to maintain any specified Two Year Minimum Production
Threshold (subject to Buyer’s right to operate in Section 4.6(c)). The Parties agree
that Buyer’s receipt of the Performance LDs shall (x) not be construed as Buyer’s
declaration that an Event of Default has occurred under any provision of Article VII
and (y) not limit Buyer’s right to receive a Termination Payment upon exercise of
Buyer’s default right pursuant to Article VII. Each Party agrees and acknowledges
that (I) the damages that Buyer would incur due to Shortfall would be difficult or
impossible to predict with certainty and (II) the Performance LDs are an
appropriate approximation of such damages.
(c) [Reserved].
POWER PURCHASE AGREEMENT - Page 42 of 65
ARTICLE V
BUYER’S OBLIGATIONS
5.1 Delivery and Transmission.
Except for Seller’s obligations pursuant to Sections 3.1, 4.1(k), 4.1(l) and 4.5(d), Buyer
shall be solely responsible for paying costs and charges associated with the delivery and
receipt of the Output under this Agreement at the Point of Interconnection and for the
transmission and delivery of the Output from the Point of Interconnection to any other
point downstream of the Point of Interconnection (including, without limitation,
transmission costs and charges, competition transition charges, applicable control area
service charges, transmission congestion charges, inadvertent energy flows, any other
CAISO charges related to the transmission of such Output by the CAISO and any charge
assessed or collected in the future pursuant to any utility tariff or rate schedule, however
defined, for transmission or transmission-related service rendered by or for any
transmission-owning or operating entity). If and to the extent that Seller fails to comply
with the notice provisions in Section 4.1(g) concerning Forced Outages or with its
obligations as outlined in the previous sentence, Seller shall be wholly responsible for all
imbalances, deviations, or any other CAISO charges or penalties associated with such
Forced Outage or CAISO Tariff obligation (it being understood, however, that all such
charges and penalties (if any) shall be borne by Buyer if Seller has not failed to comply
with such provisions or obligations).
5.2 Taxes.
Buyer shall pay and be fully responsible for any sales, use, gross receipts, utility or other
taxes, assessments or fees, if any, incurred or imposed on the sale or transfer of Output
from Seller to Buyer under this Agreement. Buyer shall not be responsible for any taxes
measured on the net income of Seller, ad valorem taxes paid by Seller that are associated
with Seller’s rights and privileges relating to the Site or any taxes imposed as a result of
Seller’s corporate structure, including, without limitation, limited liability company or
other entity fees and taxes.
5.3 Notification of Transmission Outages.
Buyer shall exercise reasonable efforts to provide Seller with as much advance notice as
practicable of any Forced Outages on the Participating TO System or other transmission or
delivery facilities which is reasonably likely to result in a Dispatch Down Period.
POWER PURCHASE AGREEMENT - Page 43 of 65
ARTICLE VI
FORCE MAJEURE
6.1 Remedial Action.
Subject to the limitation on extensions of Milestones set forth in Section 4.4(a), a Party
shall not be liable to the other Party if the Party is prevented from performing its
obligations hereunder due to a Force Majeure Event. The Party rendered unable to fulfill
an obligation by reason of a Force Majeure Event shall take all action necessary to remove
such inability with all due speed and diligence. The non-performing Party shall be prompt
and diligent in attempting to mitigate the effects of and to remove the cause of its failure to
perform, and nothing herein shall be construed as permitting that Party to continue to fail to
perform after said cause has been removed. Notwithstanding the foregoing, the existence
of a Force Majeure Event shall not excuse any Party from its obligations to make payment
of amounts due hereunder.
6.2 Notice.
In the event of any delay or nonperformance resulting from a Force Majeure Event, the
Party suffering the Force Majeure Event shall, as soon as practicable under the
circumstances, notify the other Party, in writing, of the nature, cause, date of
commencement thereof and the anticipated extent of any delay or interruption in
performance.
6.3 Termination Due To Force Majeure Event.
If a Party is prevented in any material respect from performing any material obligations
under this Agreement solely due to a Force Majeure Event lasting for a period of twelve
(12) consecutive months or longer, the unaffected Party may terminate this Agreement,
without liability of either Party to the other, upon thirty (30) calendar days’ prior written
notice at any time following expiration of such period of twelve (12) consecutive months.
In such event, Buyer shall promptly return to Seller all Development Assurance, Interim
Assurance or Performance Assurance, as applicable, less any LD Amount paid by or due
and payable by Seller prior to the date of such termination for reasons unrelated to this
Section 6.3. For the avoidance of doubt, this Section 6.3 shall not affect the rights and
remedies associated with any other termination rights set forth in this Agreement.
POWER PURCHASE AGREEMENT - Page 44 of 65
ARTICLE VII
DEFAULT, REMEDIES AND TERMINATION
7.1 Events of Default by Buyer.
The following shall each constitute an “Event of Default” by Buyer:
(a) Buyer breaches any material obligation or covenant (other than one covered by
Section 7.1(b) or (c) of this Agreement) and fails to cure such breach within thirty
(30) calendar days after written notification of breach by Seller or, if the breach
cannot be cured within thirty (30) calendar days, such longer period as may be
necessary to cure such breach as long as Buyer is exercising diligent efforts to cure
such breach;
(b) Buyer fails to make any payment when due under this Agreement within thirty (30)
calendar days after written notice that such payment is due; or
(c) Buyer becomes Bankrupt.
7.2 Events of Default by Seller.
The following shall each constitute an “Event of Default” by Seller:
(a) Seller breaches any material obligation or covenant (other than ones covered by
Sections 7.2(b) through and including (k) of this Agreement or for which a remedy
is specified) and fails to cure such breach within thirty (30) calendar days after
written notification of breach by Buyer or, if the breach cannot be cured within
thirty (30) calendar days, such longer period as may be necessary to cure such
breach as long as Seller is exercising diligent efforts to cure such breach;
(b) Seller fails to make any payment when due under this Agreement within fifteen
(15) calendar days after written notice that such payment is due;
(c) Seller becomes Bankrupt;
(d) Seller consolidates or amalgamates with, or merges with or into, or transfers all or
substantially all of its assets to, another entity and, at the time of such consolidation,
amalgamation, merger or transfer, the resulting, surviving or transferee entity fails
to assume all the obligations of Seller under this Agreement to which it or its
predecessor was a party by operation of Law or pursuant to an agreement
reasonably satisfactory to Buyer;
(e) Seller sells or transfers the Output (or any individual component thereof),
Expansion Plant Output (or any individual component thereof), if any, the right to
the Output (or any individual component thereof), or the right to the Expansion
Plant Output (or any individual component thereof) to the extent that such
Expansion Plant Output is purchased by Buyer, to any Person other than Buyer.
POWER PURCHASE AGREEMENT - Page 45 of 65
(f) Seller fails to comply with the terms of Buyer’s right of first refusal as described in
Section 2.4(a) or 2.10 of this Agreement;
(g) Subject to Section 4.4, Seller fails, for any reason other than an unauthorized act or
omission by Buyer, to achieve the Construction Milestone;
(h) Subject to Section 4.4, Seller fails, for any reason other than an unauthorized act or
omission by Buyer, to achieve the Commercial Operation Milestone;
(i) If at any time during the Term of this Agreement, Seller delivers or attempts to
deliver to the Point of Interconnection for sale under this Agreement Output that
was not generated by the Plant;
(j) Failure by Seller to satisfy the creditworthiness or collateral requirements agreed to
pursuant to Sections 9.1, 9.2 or 9.3 of this Agreement; or
(k) Failure by Seller to achieve the Contract Delivery Start Date.
7.3 Termination for Default.
(a) Declaration of Early Termination Date. If an Event of Default with respect to a
defaulting Party shall have occurred, is continuing and has not been cured, the other
Party (the “Non-Defaulting Party”) shall have the right to:
(i) send notice, designating a day, no earlier than ten (10) calendar days after
the day such notice is deemed to be received as an early termination date of
this Agreement (“Early Termination Date”) on which to (A) collect the
Damage Payment if any Event of Default arose at any time prior to the
commencement of the Delivery Term, including an Event of Default
pursuant to Section 7.2(j), or (B) collect the Termination Payment (which
shall be calculated in accordance with Section 7.3(b)) if any Event of
Default arose during the Delivery Term;
(ii) accelerate all amounts owing between the Parties, terminate this Agreement
and end the Delivery Term effective as of the Early Termination Date;
(iii) withhold any payments due to the Defaulting Party under this Agreement;
(iv) suspend performance;
(v) exercise its rights pursuant to Section 9.1 of this Agreement to draw upon
and retain Development Assurance, Interim Assurance or Performance
Assurance, as applicable; and
(vi) exercise any other right or remedy available at Law or in equity to the extent
otherwise permitted under this Agreement.
(b) Calculation of Termination Payment.
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(i) The Non-Defaulting Party shall calculate, in a commercially reasonable
manner, a Termination Payment as of the Early Termination Date. Third
parties supplying information for purposes of the calculation of Gains or
Losses may include dealers in the relevant markets, end-users of relevant
output, information vendors and other sources of market information. If the
Non-Defaulting Party uses the market price for a comparable transaction to
determine the Gains or Losses, such price should be determined by using
the average of market quotations provided by three (3) or more bona fide
unaffiliated market participants. If the number of available quotes is three,
then the average of the three quotes shall be deemed to be the market price.
Where a quote is in the form of bid and ask prices, the price that is to be
used in the averaging is the midpoint between the bid and ask price. The
quotes obtained shall be: (i) for a like amount, (ii) of the same Output, (iii)
at the same (or a reasonably equivalent) PNode, and (iv) for the remainder
of the Delivery Term, or in any other commercially reasonable manner.
(ii) If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses
and Costs, if any, resulting from such termination of this Agreement, the
amount of the Termination Payment shall be zero.
(iii) The Non-Defaulting Party shall not have to enter into replacement
transactions to establish a Termination Payment.
(iv) The Termination Payment shall be the sole and exclusive remedy available
to the Non-Defaulting Party in connection with its termination of this
Agreement if any Event of Default arose during the Delivery Term, and
shall not include consequential, incidental, punitive, exemplary, indirect or
business interruption damages.
(c) Notice of Termination Payment. As soon as practicable after notice of termination,
notice shall be given by the Non-Defaulting Party to the Defaulting Party of the
amount of the Termination Payment due from the Defaulting Party to the
Non-Defaulting Party, if any. The notice shall include a written statement
explaining in reasonable detail the calculation of such amount and the sources for
such calculation. The Termination Payment shall be made to the Non-Defaulting
Party fifteen (15) calendar days after such termination payment notice is effective.
(d) Disputes Regarding Termination Payment. If the Defaulting Party disputes the
Non-Defaulting Party’s calculation of the Termination Payment, in whole or in
part, the Defaulting Party shall, within ten (10) calendar days of receipt of the
Non-Defaulting Party’s calculation of the Termination Payment, provide to the
Non-Defaulting Party a detailed written explanation of the basis for such dispute.
Following delivery of such a notice, disputes regarding the Termination Payment
shall be resolved in accordance with Section 10.10.
(e) Damage Payment. The Parties agree that the Damage Payment to be paid by Seller
for any Event of Default arising prior to the commencement of the Delivery Term
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shall be considered liquidated damages and not a penalty, in accordance with
Section 7.4(D) and subject to Section 7.4(B).
7.4 Limitation of: Remedies, Liability and Damages.
(A) THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND
MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY
THE ESSENTIAL PURPOSES HEREOF.
(B) EXCEPT AS OTHERWISE PROVIDED HEREIN, THE RIGHTS AND
REMEDIES OF A PARTY PURSUANT TO THIS ARTICLE VII SHALL BE
CUMULATIVE AND IN ADDITION TO THE RIGHTS OF THE PARTIES
OTHERWISE PROVIDED IN THIS AGREEMENT.
(C) FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY
OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR
MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE
REMEDY, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET
FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES
AT LAW OR IN EQUITY ARE WAIVED, UNLESS THE PROVISION
PROVIDES THAT THE EXPRESS REMEDIES ARE IN ADDITION TO
OTHER REMEDIES THAT MAY BE AVAILABLE.
(D) IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED
HEREIN, THE OBLIGOR’S LIABILITY SHALL BE LIMITED TO DIRECT
ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL
BE THE SOLE AND EXCLUSIVE REMEDY AND ALL SUCH OTHER
REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED UNLESS
EXPRESSLY HEREIN PROVIDED. NEITHER PARTY SHALL BE LIABLE
TO THE OTHER PARTY UNDER THIS AGREEMENT FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL
DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOSS OF
REVENUES, LOSS OF PROFIT, OR OTHER BUSINESS INTERRUPTION
DAMAGES, INTEREST CHARGES, COST OF CAPITAL OR CLAIMS OF ITS
CUSTOMERS OR MEMBERS TO WHICH SERVICE IS MADE, BY
STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY
PROVISION OR OTHERWISE EXCEPT TO THE EXTENT PART OF AN
EXPRESS REMEDY OR MEASURE OF DAMAGES HEREIN. EXCEPT AS
SET FORTH IN ARTICLE IX AND EXCEPT TO THE EXTENT SELLER
VIOLATES ITS UNDERTAKING NOT TO PROVIDE OR SELL RIGHTS TO
PART OR ALL OF THE OUTPUT OR EXPANSION PLANT OUTPUT, IF
ANY, TO A PARTY OTHER THAN BUYER (EXCEPT AS SET FORTH IN
SECTION 2.4(A)), SELLER SHALL NOT BE LIABLE TO BUYER FOR
FAILURE TO PROVIDE ANY SPECIFIC AMOUNT OF OUTPUT
HEREUNDER.
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(E) THE PARTIES ACKNOWLEDGE AND AGREE THAT THE (I) THE DAILY
LD AMOUNT SET FORTH IN SECTION 4.4(b), (II) THE DAMAGE
PAYMENT SET FORTH IN SECTION 4.4(c), (III) THE DAMAGE PAYMENT
SET FORTH IN SECTION 7.3(a)(i)(B), AND (IV) THE PERFORMANCE LDS
SET FORTH IN SECTION 4.6(b); ARE EACH REASONABLE AND
REPRESENT A FAIR AND GENUINE ESTIMATE OF THE DAMAGES THAT
WOULD OCCUR RELATED TO THE EVENTS DESCRIBED THEREIN. THE
PARTIES ACKNOWLEDGE THAT IT WOULD BE IMPRACTICABLE OR
EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES IN SUCH
CIRCUMSTANCES, AND THEREFORE THEY HAVE DEEMED THE
LIQUIDATED DAMAGES SET FORTH ABOVE TO BE THE AMOUNT OF
DAMAGE SUSTAINED BY BUYER OR SELLER UPON THE OCCURRENCE
OF SUCH CIRCUMSTANCES. THE PARTIES FURTHER AGREE THAT
PAYMENT OF SUCH AMOUNTS SHALL BE AS AND FOR LIQUIDATED
DAMAGES AND NOT AS A PENALTY AND ARE THEREFORE NOT
SUBJECT TO AVOIDANCE UNDER CALIFORNIA CIVIL CODE SECTION
1671.
ARTICLE VIII
REPRESENTATIONS AND WARRANTIES
8.1 Seller’s Representations and Warranties.
In addition to the representations and warranties set forth in other sections of this
Agreement, Seller represents and warrants to Buyer that as of Seller Execution:
(a) Seller is duly organized and validly existing as a limited liability company under
the laws of Delaware, and has the lawful power to engage in the business it
presently conducts and contemplates conducting in this Agreement, and Seller is
duly qualified in California and each jurisdiction wherein the nature of the business
transacted by it makes such qualification necessary;
(b) Seller has the legal power and authority to make and carry out this Agreement and to
perform its obligations hereunder; all such actions have been duly authorized by all
necessary proceedings on its part;
(c) Either:
(1) the Plant shall on the Commercial Operation Date be a "qualifying small
power production facility" (“QF”) as that term is defined in Section
3(17)(C) of the Federal Power Act (“FPA”) and shall be entitled to all of the
exemptions from regulation provided in 18 CFR §§ 292.601(c) and 292.602
applicable to a QF with the capacity of the Plant; and (B) no approval
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(except with respect to "qualifying small power production facility" status
and market-based rate authorization under Section 205 of the FPA) with
respect to this Agreement is required from FERC; or
(2) Seller shall on the Commercial Operation Date be an "exempt wholesale
generator" as that term is defined in Section 1262(6) of the Public Utility
Holding Company Act of 2005, and (B) no approval (except with respect to
“exempt wholesale generator" status and market based rate authorization
under Section 205 of the FPA) with respect to this Agreement is required
from FERC. In the event that the Plant is not a "qualifying small power
production facility" that is exempt from Sections 205 and 206 of the FPA on
the Commercial Operation Date or any date thereafter, Seller shall make
appropriate filings under the Federal Power Act within sixty (60) calendar
days so as to comply with applicable law, subject at all times to the
provisions of Section 10.19 of this Agreement;
(d) The execution, delivery and performance of this Agreement by Seller shall not
conflict with its governing documents, any applicable laws, or any covenant,
agreement, understanding, decree or order to which Seller is a party or by which it
is bound or affected;
(e) This Agreement has been duly and validly executed and delivered by Seller and, as
of Seller Execution, constitutes a legal, valid and binding obligation of Seller,
enforceable in accordance with its terms against Seller, except to the extent that its
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the rights of creditors generally or by
general principles of equity;
(f) There are no actions, suits, proceedings or investigations pending or, to the
knowledge of Seller, threatened, in writing, against Seller or any of its affiliates, at
law or in equity, before any Governmental Authority, which individually or in the
aggregate are reasonably likely to have a materially adverse effect on the business,
properties or assets or the condition, financial or otherwise, of Seller, or to result in
any impairment of Seller’s ability to perform its obligations under this Agreement;
(g) It is not Bankrupt and there are no proceedings pending or being contemplated by it
or any of its affiliates, or, to its knowledge, threatened against it or its affiliates
which would result in it being or becoming Bankrupt; and
(h) It is, or shall be deemed for all purposes to be, a forward contract merchant within
the meaning of the U.S. Bankruptcy Code (as in effect as of the Execution Date of
this Agreement).
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8.2 Buyer Representations and Warranties.
Buyer represents and warrants to Seller that as of the Execution Date:
(a) Buyer is a municipal corporation, duly organized and validly existing, and has the
lawful power to engage in the business it presently conducts and contemplates
conducting in this Agreement;
(b) Buyer has the legal power and authority to make and carry out this Agreement and
to perform its obligations hereunder and all such actions have been duly authorized
by all necessary proceedings on its part;
(c) The execution, delivery and performance of this Agreement by Buyer shall not
conflict with its governing documents, any applicable laws or any covenant,
agreement, understanding, decree or order to which Buyer is a party or by which it
is bound or affected;
(d) This Agreement has been duly and validly executed and delivered by Buyer and, as
of the Execution Date, constitutes a legal, valid and binding obligation of Buyer,
enforceable in accordance with its terms against Buyer, except to the extent that its
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the rights of creditors generally or by
general principles of equity;
(e) There are no actions, suits, proceedings or investigations pending or, to the
knowledge of Buyer, threatened, in writing, against Buyer, at law or in equity,
before any Governmental Authority, which individually or in the aggregate are
reasonably likely to have a materially adverse effect on the business, properties or
assets or the condition, financial or otherwise, of Buyer, or to result in any
impairment of Buyer’s ability to perform its obligations under this Agreement;
(f) It is not Bankrupt and there are no proceedings pending or being contemplated by it
or, to its knowledge, threatened against it which would result in it being or
becoming Bankrupt; and
(g) It is, or shall be deemed for all purposes to be, a forward contract merchant within
the meaning of the U.S. Bankruptcy Code (as in effect as of the Execution Date of
this Agreement).
8.3 Covenants.
(a) General Covenants. In addition to other covenants in this Agreement, each Party
covenants that throughout the Delivery Term:
(i) it shall continue to be duly organized, validly existing and in good standing
under the Laws of the jurisdiction of its formation;
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(ii) it shall maintain (or obtain from time to time as required, including through
renewal, as applicable) all regulatory authorizations necessary for it to
legally perform its obligations under this Agreement; and
(iii) it shall perform its obligations under this Agreement in a manner that does
not violate any of the terms and conditions in its governing documents, any
contracts to which it is a party or any Law, rule, regulation, order or the like
applicable to it.
(b) Seller Covenants. In addition to other covenants in this Agreement, Seller
covenants that:
(i) Throughout the Delivery Term that it shall take no action or permit any
other Person or entity (other than Buyer) to take any action that would
impair in any way Buyer’s ability to rely on the Plant in order to satisfy its
Resource Adequacy Requirements; and
(ii) It shall comply with all CAISO Tariff requirements applicable to an
Interconnection Customer (as defined in the CAISO Tariff) and shall take
any other necessary action, including payment of fees and submission of
requests, applications or other documentation, to promote the completion of
the Electric System Upgrades prior to the Commercial Operation Date.
ARTICLE IX
DEVELOPMENT, INTERIM AND PERFORMANCE ASSURANCE
9.1 Grant of Security Interest/Remedies.
To secure its obligations under this Agreement and to the extent Seller delivers the
Development Assurance, Interim Assurance and/or Performance Assurance, as applicable,
hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security
interest in, and lien on (and right of setoff against), and assignment of, all such
Development Assurance, Interim Assurance and/or Performance Assurance posted with
Buyer in the form of cash collateral and cash equivalent collateral and any and all proceeds
resulting therefrom or the liquidation thereof, whether now or hereafter held by, on behalf
of, or for the benefit of, Buyer. Within thirty (30) calendar days of the delivery of the
Development Assurance, Interim Assurance or Performance Assurance, as applicable,
Seller agrees to take such action as Buyer reasonably requires in order to perfect a
first-priority security interest in, and lien on (and right of setoff against), such
Development Assurance, Interim Assurance or Performance Assurance and any and all
proceeds resulting therefrom or from the liquidation thereof, respectively. Upon or any
time after the occurrence or deemed occurrence and during the continuation of an Event of
Default or an Early Termination Date, Buyer, as the Non-Defaulting Party, may do any one
or more of the following:
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(a) exercise any of the rights and remedies of a secured party with respect to all
Development Assurance, Interim Assurance or Performance Assurance, as applicable,
including any such rights and remedies under the law then in effect;
(b) exercise its rights of setoff against any and all property of Seller, as the Defaulting
Party, in the possession of the Buyer or Buyer’s agent;
(c) draw on any outstanding Letter of Credit issued for its benefit; and
(d) liquidate all Development Assurance, Interim Assurance or Performance Assurance, as
applicable, then held by or for the benefit of Buyer free from any claim or right of any
nature whatsoever of Seller, including any equity or right of purchase or redemption by
Seller.
Buyer shall apply the proceeds of the collateral realized upon the exercise of any such
rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining
liable for any amounts owing to Buyer after such application), subject to the Buyer’s
obligation to return any surplus proceeds remaining after such obligations are satisfied in
full.
9.2 Development Assurance, Interim Assurance and Performance Assurance.
(a) Provision of Security by Seller. Except as set forth in Section 2.1(b), Seller agrees
to deliver to Buyer collateral to secure its obligations under this Agreement which
Seller shall maintain in full force and effect for the period posted with Buyer, as
follows:
(i) Development Assurance. Development Assurance pursuant to this Section
9.2(a)(i) in the amount of Five Million Two Hundred Thousand Dollars
($5,200,000.00) (equal to $200 per kW AC multiplied by the Expected
Initial Capacity) and in the form of cash or a Letter of Credit within ten (10)
calendar days following the Execution Date until Seller posts the Interim
Assurance or Performance Assurance pursuant to Section 9.2(a)(ii) or (iii)
below with Buyer, as applicable; provided that, if Buyer collects or is
entitled to collect a Daily LD Amount by drawing upon the Development
Assurance pursuant in Section 4.4(b)(i), Seller agrees that within ten (10)
Business Days following written notice from Buyer related thereto, Seller
shall replenish the Development Assurance by an amount equal to the
encumbered Development Assurance;
(ii) Interim Assurance. Interim Assurance pursuant to this Section 9.2(a)(ii) in
the amount of Two Million Six Hundred Thousand Dollars ($2,600,000,00)
and in the form of cash or a Letter of Credit from the Commercial Operation
Date until the Seller posts Performance Assurance pursuant to Section
9.2(a)(iii) below; provided that, (A) with Buyer’s consent, Seller may elect
to apply a portion of the Development Assurance posted pursuant to Section
9.2(a)(i) toward the Interim Assurance posted pursuant to this Section
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9.2(a)(ii); and (B) Seller shall not be required to deliver to Buyer the Interim
Assurance if the Commercial Operation Date occurs on the same date as the
Contract Delivery Start Date; and (C) if Buyer collects (or is entitled to
collect) a Daily LD Amount for failure to achieve the Milestones by
drawing upon the Interim Assurance pursuant to Section 4.4(b), Seller
agrees that within ten (10) Business Days following written notice from
Buyer related thereto, Seller shall replenish the Interim Assurance by an
amount equal to the encumbered Interim Assurance; and
(iii) Performance Assurance. Performance Assurance pursuant to this Section
9.2(a)(iii) in the amount of Two Million Six Hundred Thousand
($2,600,000.00) (equal to $100 per kW AC multiplied by the Expected
Initial Capacity) and in the form of cash or a Letter of Credit from the
Contract Delivery Start Date and ending at the expiration of the Delivery
Term; provided that, (A) with Buyer’s consent, Seller may elect to apply a
portion of the Development Assurance or Interim Assurance posted
pursuant to Section 9.2(a)(i) or 9.2(a)(ii) toward the Performance
Assurance posted pursuant to this Section 9.2(a)(iii), as applicable; and (B)
if Buyer collects or is entitled to collect Performance LDs by drawing upon
the Performance Assurance pursuant in Section 4.6(b), Seller agrees that
within ten (10) Business Days following written notice from Buyer related
thereto, Seller shall replenish the Performance Assurance by an amount
equal to the encumbered Performance Assurance.
The amount of Development Assurance, Interim Assurance and Performance
Assurance required under this Agreement shall not be deemed a limitation of
damages.
(b) Use of Development Assurance.
Buyer shall be entitled to draw upon the Development Assurance posted by Seller
for its Daily LD Amount until the Development Assurance is exhausted, subject to
the provision for replenishment set forth in Section 9(a)(1). Buyer shall also be
entitled to draw upon the Development Assurance for any damages arising upon
Buyer’s declaration of an Early Termination Date.
(c) Termination of Development Assurance.
If (i) Buyer terminates this Agreement pursuant to Section 2.1(b) or 2.9(c), or (ii)
after the Commercial Operation Date (as extended pursuant to Section 4.4(a)), no
damages are due and owing to Buyer under this Agreement; then in either case
Seller shall no longer be required to maintain the Development Assurance, and
Buyer shall return to Seller the Development Assurance, plus interest under the
applicable account, less the undisputed amounts drawn in accordance with Section
9.2(b), if any. The Development Assurance (or portion thereof) shall be returned
within thirty (30) calendar days of Seller’s provision of the Interim Assurance or
Performance Assurance unless, with Buyer’s consent, Seller elects to apply the
POWER PURCHASE AGREEMENT - Page 54 of 65
Development Assurance (or a portion thereof) toward the Interim Assurance or
Performance Assurance posted pursuant to Section 9.2(a)(ii) or (iii), as applicable.
(d) Use of Interim Assurance.
Buyer shall be entitled to draw upon the Interim Assurance posted by Seller for any
damages arising in or during the time period from the Commercial Operation Date
until the Contract Delivery Start Date upon Buyer’s declaration of an Early
Termination Date.
(e) Termination of Interim Assurance.
If after the Contract Delivery Start Date, no damages are due and owing to Buyer
under this Agreement, then Seller shall no longer be required to maintain the
Interim Assurance, and Buyer shall return to Seller the Interim Assurance, plus
interest under the applicable account, less the amounts drawn in accordance with
Section 9.2(d). The Interim Assurance (or portion thereof) shall be returned to
Seller within thirty (30) calendar days of Seller’s provision of the Performance
Assurance unless, with Buyer’s consent, Seller elects to apply the Interim
Assurance posted pursuant to Section 9.2(a)(ii) toward the Performance Assurance
posted pursuant to Section 9.2(a)(iii), as applicable.
(f) Return of Performance Assurance and Interest.
Buyer shall return the unused portion of Development Assurance, Interim
Assurance or Performance Assurance, as applicable, including the payment of any
interest due thereon to Seller within thirty (30) days after the following has
occurred: (i) the Term of the Agreement has ended, or subject to Section 7.3, an
Early Termination Date has occurred, as applicable; and (ii) all payment
obligations of the Seller arising under this Agreement, including payments
pursuant to a Damage Payment, Termination Payment, indemnification payments
or other damages are paid in full (whether directly or indirectly such as through
set-off or netting).
9.3 Letter of Credit.
Development Assurance, Interim Assurance or Performance Assurance provided in the
form of a Letter of Credit shall be subject to the following provisions:
(a) Renewal of Letter of Credit. If Seller has provided a Letter of Credit pursuant to
any of the applicable provisions in this Article Nine, then Seller shall renew or
cause the renewal of each outstanding Letter of Credit on a timely basis in
accordance with this Agreement.
(b) Failure of Letter of Credit and Cure. In the event the issuer of such Letter of Credit
at any time (i) fails to maintain the requirements of an Eligible LC Bank or Letter of
Credit, (ii) indicates its intent not to renew such Letter of Credit, or (iii) fails to
honor Buyer’s properly documented request to draw on such Letter of Credit, Seller
POWER PURCHASE AGREEMENT - Page 55 of 65
shall cure such occurrence by complying with either (A) or (B) below in an amount
equal to the outstanding Letter of Credit, and by completing the action within five
(5) Business Days after the date of Buyer’s notice to Seller of an occurrence listed
in this subsection (Seller’s compliance with either (A) or (B) below is considered
the “Cure”):
(A) providing a substitute Letter of Credit that is issued by an Eligible LC Bank,
other than the bank which is the subject of Buyer’s notice to Seller in
Section 9.3(b) above, or
(B) posting cash.
If Seller fails to cure or if such Letter of Credit expires or terminates without a full
draw thereon by Buyer, or fails or ceases to be in full force and effect at any time
that such Letter of Credit is required pursuant to the terms of this Agreement, then
Seller shall have failed to meet the creditworthiness or collateral requirements of
Section 9.2.
(c) Substitute Letter of Credit. Notwithstanding the foregoing in Section 9.3(b), if, at
any time, the issuer of such Letter of Credit has a Credit Rating on “credit watch”
negative or developing by S&P, or is on Moody’s “watch list” under review for
downgrade or uncertain ratings action (either a “Watch”), then Buyer may make a
demand to Seller by notice (“LC Notice”) to provide a substitute Letter of Credit
that is issued by an Eligible LC Bank, other than the bank on a Watch (“Substitute
Letter of Credit”). The Parties shall have thirty (30) Business Days from the LC
Notice to negotiate a Substitute Letter of Credit (“Substitute Bank Period”).
(i) If the Parties do not agree to a Substitute Letter of Credit by the end of the
Substitute Bank Period, then Buyer shall provide Seller with Notice within
five (5) Business Days following the expiration of the Substitute Bank
Period (“Ineligible LC Bank Notice Period”) that either:
(A) Buyer agrees to continue accepting the then currently outstanding
Letter of Credit from the bank that is the subject of the LC Notice,
but such bank shall no longer be an Eligible LC Bank (“Ineligible
LC Bank”) and Buyer shall not accept future or renewals of Letters
of Credit from the Ineligible LC Bank; or
(B) the bank that is the subject of the LC Notice is an Ineligible LC
Bank and Seller shall then have thirty (30) days from the date of
Buyer’s Notice to Cure pursuant to Section 8.5(b) and, if Seller fails
to Cure, then the last paragraph in Section 9.3(b) shall apply to
Seller.
(ii) If the Parties have not agreed to a Substitute Letter of Credit and Buyer fails
to provide a Notice during the Ineligible LC Bank Notice Period above,
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then Seller may continue providing the Letter of Credit posted immediately
prior to the LC Notice.
(d) Letter of Credit Costs. In all cases, the reasonable costs and expenses of
establishing, renewing, substituting, canceling, increasing, reducing, or otherwise
administering the Letter of Credit shall be borne by Seller.
ARTICLE X
MISCELLANEOUS
10.1 Indemnification.
(a) Seller Indemnification Prior to Commercial Operation Date. Up to and including
the Contract Delivery Start Date, Seller shall indemnify, defend, and hold harmless
Buyer, and its City Council members, officers, agents and employees, from any
claim, liability, loss, injury or damage arising out of, or in connection with, the
negligence, willful misconduct or violation of applicable law by Seller and/or its
agents, employees or sub-contractors, excepting only loss, injury or damage caused
by the negligence, willful misconduct or violation of applicable law of personnel
employed by Buyer to the extent caused by such negligence, willful misconduct or
violation of applicable law of Buyer’s employed personnel. If an Indemnified
Party determines that it is entitled to defense and indemnification under this Section
10.1, such Indemnified Party shall promptly notify the Indemnifying Party in
writing of the losses, and provide all reasonably necessary or useful information,
and authority to settle and/or defend the losses. No settlement that would impose
costs or expense upon the Indemnified Party shall be made without such Party’s
prior written consent.
(b) Seller and Buyer Indemnification after Commercial Operation Date. After the
Contract Delivery Start Date, each Party (“Indemnifying Party”) shall defend,
indemnify and hold harmless the other Party and its officers, directors, employees,
agents, affiliates and representatives and, in the case of Buyer, its City Council
members (each, an “Indemnified Party”) from and against any and all losses,
including but not limited to losses arising from personal injury or death, or damage
to property, but only to the extent such losses result from or arise out of the
negligence, willful misconduct or violation of applicable law by the Indemnifying
Party, its employees, subcontractors or agents. If an Indemnified Party determines
that it is entitled to defense and indemnification under this Section 10.1, such
Indemnified Party shall promptly notify the Indemnifying Party in writing of the
losses, and provide all reasonably necessary or useful information, and authority to
settle and/or defend the losses. No settlement that would impose costs or expense
upon the Indemnified Party shall be made without such Party’s prior written
consent.
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10.2 Assignment.
(a) General Assignment. Except as provided in Sections 10.2 (b) and (c), neither Party
shall assign this Agreement or its rights hereunder without the prior written consent
of the other Party, which consent shall not be unreasonably withheld, conditioned
or delayed so long as among other things (i) the assignee assumes the transferring
Party’s payment and performance obligations under this Agreement, (ii) the
assignee agrees in writing to be bound by the terms and conditions hereof, (iii) the
transferring Party delivers financial statements, information and other evidence
satisfactory to the non-transferring Party of the proposed assignee’s technical and
financial capability to fulfill the assigning Party’s obligations hereunder and (iv)
the transferring Party delivers such tax and enforceability assurance as the other
Party may reasonably request. Seller shall be responsible for reimbursement of
Buyer’s Attorneys’ Fees related to this Section 10.2(a) as described in Section
10.12(a).
(b) Assignment to Financing Providers. Notwithstanding any provision to the contrary
in this Section 10.2, Seller shall be permitted to assign this Agreement as collateral
for any financing or refinancing of the Plant with the prior written consent of the
Buyer, which consent shall not be unreasonably withheld, conditioned or delayed.
If Buyer gives its consent, then such consent shall be in a form substantially similar
to the Form of Lender Agreement attached hereto as Exhibit F-2; provided that (i)
Buyer shall not be required to consent to any additional terms or conditions beyond
those contained in Exhibit F-2, including extension of any cure periods or
additional remedies for financing providers and (ii) Seller shall be responsible for
reimbursement of Buyer’s Attorneys’ Fees as described in Section 10.12(a).
(c) Assignment in Connection with a Change in Control. Notwithstanding any
provision to the contrary in this Section 10.2, 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, conditioned or delayed. At Buyer’s request,
Seller shall promptly deliver financial statements, information and other evidence
satisfactory to Buyer regarding the proposed change of control of Seller. Seller
shall be responsible for reimbursement of Buyer’s Attorneys’ Fees related to this
Section 10.2(c) as described in Section 10.12(a).
(d) Unauthorized Assignment. Any assignment or purported assignment in violation
of this Section 10.2 is void.
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10.3 Notices.
Unless otherwise expressly allowed hereunder, any notice, demand, request, or
communication required or authorized by this Agreement shall be delivered either by hand,
facsimile, electronic mail, overnight courier or mailed by certified mail, return receipt
requested with postage prepaid, to:
City of Palo Alto
250 Hamilton Avenue, 8th Floor
Palo Alto, CA 94301
Attention: Senior Deputy City Attorney / Utilities
Fax: (650) 329-2646
Email: jessica.mullan@cityofpaloalto.org
with a copy to:
City of Palo Alto
250 Hamilton Avenue, 3rd Floor
Palo Alto, CA 94301
Attention: Director of Utilities
Fax: (650) 329-2946
Email:
on behalf of Buyer;
and to:
Hecate Energy Palo Alto LLC
115 Rosa Parks Blvd.
Nashville, TN 37203
Attention: Chris Bullinger
Telephone: 480-239-5617
Email: cbullinger@hecateenergy.com
with a copy to:
Hecate Energy, LLC
300 S. Wacker Dr., Ste. 1850
Chicago, IL 60606
Attention: Craig Overmyer
Telephone: 312-357-9621
Email: covermyer@hecateenergy.com
on behalf of Seller.
The designation and titles of the person to be notified or the address of such person may be
changed at any time by written notice delivered in the manner set forth in this Section 10.3.
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Whenever this Agreement requires or permits delivery of a “notice” (or requires a Party to
“notify”), the Party with such right or obligation shall provide a written communication in
the manner specified herein. Any such notice, demand, request, or communication shall be
deemed received (i) if delivered by the delivering Party by hand, facsimile or electronic
mail on the Business Day on which such notice was transmitted if received before 5:00
p.m. (and if received after 5:00 p.m., on the next Business Day) at the receiving party’s
notice address specified in this Section 10.3; or (ii) upon receipt by the receiving Party if
sent by overnight courier or mailed by certified mail, return receipt requested with postage
prepaid; or (iii) if notice is required in the form of sub-sections (i) and (ii), then on the
earlier of (i) or (iii).
10.4 Electronic Transmission.
Facsimile or electronic or PDF transmission shall be the same as delivery of an original
document; provided that, at the request of either Party, the other Party shall confirm
facsimile or electronic or PDF signatures by signing and delivering an original document;
provided further, however, that the execution and delivery of this Agreement and its
counterparts shall be subject to Section 10.20.
10.5 Captions.
All titles, subject headings, section titles and similar items are provided for the purpose of
reference and convenience and are not intended to be inclusive, definitive or to affect the
meaning of the contents or scope of the Agreement.
10.6 No Third Party Beneficiary.
No provision of the Agreement is intended to, nor shall it in any way, inure to the benefit of
any customer, property owner or any other third party, so as to constitute any such Person a
third party beneficiary under the Agreement, or of any one or more of the terms hereof, or
otherwise give rise to any cause of action in any Person not a Party hereto.
10.7 No Dedication.
No undertaking by one Party to the other under any provision of the Agreement shall
constitute the dedication of that Party's system or any portion thereof to the other Party or
to the public or affect Seller as an independent entity and not a public utility.
10.8 Entire Agreement; Integration; Amendments.
This Agreement, together with the Preamble and each and every exhibit, appendix,
attachment, amendment, schedule and any written supplements hereto, if any, constitutes
the entire, integrated agreement between the Parties and supersedes any and all prior oral or
written understandings. No amendment, addition to or modification of any provision
hereof shall be binding upon the Parties, and neither Party shall be deemed to have waived
any provision or any remedy available to it, unless such amendment, addition, modification
or waiver is made, in writing, and signed by a duly authorized officer or representative of
POWER PURCHASE AGREEMENT - Page 60 of 65
the Parties.
10.9 Applicable Law.
This Agreement and the rights and duties of the Parties hereunder shall be construed,
enforced and performed in accordance with the laws of the state of California, and/or the
laws of the United States, as applicable, without regard to principles of conflicts of law
which may direct the application of the laws of another jurisdiction.
10.10 Venue.
The Parties hereby submit to the exclusive jurisdiction of the federal courts for the
Northern District of the State of California; provided, however, that if such federal courts
sitting in the Northern District of the State of California refuse jurisdiction, the Parties
agree to the exclusive jurisdiction of the state courts sitting in the County of Santa Clara,
State of California.
10.11 Rule of Construction.
This Agreement shall be considered for all purposes as prepared through the joint efforts of
the Parties and shall not be construed against one Party or the other as a result of the
preparation, substitution, submission or other event of negotiation, drafting or execution
hereof.
10.12 Attorneys’ Fees and Costs.
(a) Buyer’s Costs Due to Seller’s Change. Notwithstanding any provision to the
contrary herein, Buyer shall be entitled to recover from Seller, upon Buyer’s
request, Buyer’s Attorneys’ Fees associated with the review, evaluation,
negotiation, execution and/or delivery of any and all documents, consents,
amendments, modifications or restatements related to this Agreement pursuant to
Sections 4.2(h), 10.2(a), 10.2(b), and 10.2(c) and, if such actions require any
actions beyond the giving of notice by Buyer, any and all other Seller-initiated
proposed modifications (whether agreed to or not) of any and all terms or
conditions of this Agreement which include, by way of illustration, but not of
limitation: Milestones, Price, Capacity, quantity of Output, Point of
Interconnection, FCDS Finding and/or Discretionary Curtailment. The Parties
agree that this Section 10.12(a) shall be interpreted inclusively and broadly, with
the intention of reimbursing Buyer for its legal fees, expenses and costs rather than
not.
(b) Judicial Action. If a suit or action is instituted to enforce or interpret any term of
this Agreement, the prevailing party in any suit or action brought to enforce or
interpret the provisions of this Agreement shall be entitled to recover its Attorneys’
Fees at any hearing, any trial, on appeal, and on any petition for review or other trial
court or appellate proceeding. In addition, the prevailing party shall be entitled to
recover its Attorneys’ Fees incurred in enforcing its rights under this Agreement in
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connection with any nonjudicial action or the exercise of nonjudicial remedies, and
in any administration, arbitrative, mediation or dispute resolution process or
proceeding.
10.13 Nature of Relationship.
The duties, obligations and liabilities of the Parties are intended to be several and not joint
or collective. The Agreement shall not be interpreted or construed to create an association,
joint venture, fiduciary relationship or partnership between Seller and Buyer or to impose
any partnership obligation or liability or any trust or agency obligation or relationship upon
either Party. Seller and Buyer shall not have any right, power or authority to enter into any
agreement or undertaking for, or act on behalf of, or act as or be an agent or representative
of or otherwise bind the other Party.
10.14 Good Faith and Fair Dealing; Reasonableness.
The Parties agree to act reasonably and in accordance with the principles of good faith and
fair dealing in the performance of this Agreement. Unless expressly provided otherwise in
this Agreement, (i) wherever the Agreement requires the consent, approval or similar
action by a Party, such consent, approval or similar action shall not be unreasonably
withheld, conditioned or delayed, and (ii) wherever the Agreement gives a Party a right to
determine, require, specify or take similar action with respect to matters, such
determination, requirement, specification or similar action shall be reasonable, unless a
different standard is otherwise specified in this Agreement.
10.15 Severability.
Should any provision of the Agreement be or become void, illegal or unenforceable, the
validity or enforceability of the other provisions of the Agreement shall not be affected and
shall continue in full force and effect. The Parties shall, however, use their best endeavors
to agree on the replacement of the void, illegal, or unenforceable provision(s) with legally
acceptable clauses which correspond as closely as possible to the sense and purpose of the
affected provision.
10.16 Confidentiality.
(a) Public Records Act and Confidential Information Designated by Seller. Seller
acknowledges that Buyer is a public agency subject to the disclosure requirements
of the California Public Records Act, Cal. Gov. Code § 6250 et seq. (“CPRA”). If
documents or information submitted to Buyer contain Seller’s proprietary and
confidential information and Seller claims that such information falls within one or
more CPRA exemptions, Seller must clearly mark such information
“CONFIDENTIAL AND PROPRIETARY”, and identify the specific lines
containing such information (the “Confidential Information”). Buyer shall
disclose such Confidential Information to third parties only to the extent required
by California law (including, without limitation, the California Constitution, the
CPRA and the Brown Act) as set forth in this Section 10.16.
POWER PURCHASE AGREEMENT - Page 62 of 65
(b) Disclosure of Confidential Information by Buyer. In the event of a third party
request for Buyer to disclose such Confidential Information, Buyer shall make
reasonable efforts to provide notice to Seller prior to disclosure. If Seller contends
that any Confidential Information is exempt from the CPRA and wishes to prevent
disclosure, Seller shall obtain a protective order, injunctive relief or other
appropriate remedy from a court of law in Santa Clara County before Buyer’s
deadline for responding to the CPRA request. If Seller fails to obtain such remedy
prior to Buyer’s deadline for responding to the CPRA request, Seller agrees that
Buyer may disclose the requested Confidential Information. Seller further agrees
that Buyer shall have no liability to Seller arising out of any disclosure by Buyer of
any Seller Confidential Information before Seller has timely obtained an order,
injunctive relief or other appropriate remedy to prevent Buyer from making the
requested third party disclosure. Each Party shall be bound by its obligations of
confidentiality hereunder for a period of two (2) years from the expiration or earlier
termination of this Agreement.
(c) Non-Confidential Information. Notwithstanding anything to the contrary in this
Section 10.16, nothing shall restrict any Party from using or disclosing confidential
information in any manner it chooses which (i) is or becomes generally available to
the public other than as a result of a disclosure directly or indirectly by the
disclosing Party or its representative(s); (ii) was within the using or disclosing
Party’s possession prior to it being furnished hereunder, provided that such
information is not subject to another confidentiality agreement with, or other
contractual, legal or fiduciary obligation of confidentiality to, any other party with
respect to such information; (iii) is rightfully obtained by a Party from third parties
authorized to make such disclosure without restriction; (iv) is legally required to be
disclosed by judicial or other governmental action as determined by such Party’s
attorney acting in good faith (including, but not limited to, the California
Constitution, the CPRA and the Brown Act); or (v) is disclosed without a duty of
confidentiality to a third party by, or with the authorization of, the disclosing Party;
or (vi) is independently developed by the recipient.
(d) Disclosure to the City Council of Palo Alto. Notwithstanding any provision to the
contrary in this Section 10.16, Buyer shall be permitted to disclose this Agreement
and related information to the City Council of Palo Alto for the express purpose of
obtaining approval to execute this Agreement, including any written amendment
or modification thereto.
POWER PURCHASE AGREEMENT - Page 63 of 65
10.17 Cooperation.
The Parties agree to reasonably cooperate with each other in the implementation and
performance of the Agreement. Such duty to cooperate shall not require either Party to act
in a manner inconsistent with its rights under the Agreement.
10.18 Audit.
Both Parties shall maintain all records relating to the other Party or this Agreement for a
minimum of two (2) years after the expiration or earlier termination of the Term and shall
permit the other Party, upon reasonable notice, at its sole expense and during normal
working hours, to examine such records as the requesting Party deems reasonably
necessary to protect its rights.
10.19 Mobile Sierra Doctrine.
Notwithstanding any provision of this Agreement, the Parties intend that the standard of
review for changes to any rate, charge, classification, term or condition of this Agreement
proposed by a Party shall be the “Mobile-Sierra public interest” standard of review, as
stated by the United States Supreme Court in Morgan Stanley Capital Group Inc. v. Public
Utility District No. 1 of Snohomish County, 554 U.S. 1164 (2008) and consistent with the
order of the Supreme Court in NRG Power Marketing LLC, et al. v. Maine Public Utilities
Commission et al., No. 08-674, 130 S.Ct 693 (2010). Any modifications proposed by a
non-contracting third party or FERC acting sua sponte shall be the most stringent standard
permissible under applicable law.
10.20 Counterparts.
This Agreement may be executed in one or more counterparts and by different Parties on
separate counterparts, all of which shall be deemed one and the same agreement and each
of which shall be deemed an original. Delivery of an executed counterpart of this
Agreement by fax or other electronic means shall be deemed as effective as delivery of an
originally executed counterpart. Any Party delivering an executed counterpart of this
Agreement by facsimile or other electronic means shall also deliver an originally executed
counterpart, but the failure of any Party to deliver an originally executed counterpart of this
Agreement shall not affect the validity or effectiveness of this Agreement.
10.21 Debt Liability Disclaimer.
For the avoidance of doubt, the Buyer, including, but not limited to, any source of funding
for Buyer, any General Fund of Buyer or any special self-insurance program, is not liable
for any debts, liabilities, settlements, liens, or any other obligations of the Seller or its heirs,
successors or assigns. Buyer shall not be liable for and shall be held harmless and
indemnified by Seller for (a) any claims or damages arising out of any other contract to
which Seller is a party, and (b) subject to Section 10.1(b), any tortious action or inaction,
negligent error in judgment, act of negligence, intentional tort, negligent mistakes or other
POWER PURCHASE AGREEMENT - Page 64 of 65
acts taken or not taken by the Seller, its employees, agents, servants, invitees, guests or
anyone acting in concert with or on behalf of the Seller.
10.22 No Implied Waiver of Breach.
Waiver by a Party of any breach of a specific provision of this Agreement shall not be
construed as a waiver of any other breach of that term or any other term of this Agreement.
[SIGNATURE PAGE ON NEXT PAGE]
POWER PURCHASE AGREEMENT - Page 65 of 65
SIGNATURE PAGE
IN WITNESS WHEREOF, each of the Parties have caused this Agreement to be duly
executed as of the day, month and year set forth next to each of the Parties’ signatures below.
SELLER:
Hecate Energy Palo Alto LLC
By:
Name: Chris Bullinger
Title:Manager
Date: January 6, 2016
BUYER:
CITY OF PALO ALTO
APPROVAL AS TO FORM:
By:
Name:
Title: Senior Deputy City Attorney
Date:
CITY OF PALO ALTO
APPROVAL BY ADMINISTRATIVE
SERVICES DIRECTOR
By:
Name: Lalo Perez
Title: Administrative Services Director
Date:
CITY OF PALO ALTO
APPROVAL BY UTILITIES DIRECTOR
By:
Name:
Title: Utilities Director
Date:
CITY OF PALO ALTO
APPROVAL BY CITY MANAGER
By:
Name: James Keene
Title: City Manager
Date:
CITY OF PALO ALTO
APPROVAL BY MAYOR
By:
Name:
Title: Mayor
Date:
EXHIBIT A – Page 1
EXHIBIT A
PLANT DESCRIPTION AND SITE DRAWINGS
Plant Description
Plant name: Wilsona Solar
Plant physical address: Near the corner of 240th St. and E Palmdale Blvd. in Palmdale, CA 93591
Total number of units at the Plant: 26 inverters of 1 MWac capacity each
Technology type (including any applicable model): PV solar modules connected to solar inverters
that connect to the grid via transformers
Interconnection Point of Plant: Wilsona Substation (Pnode: WILSONA_6_N001)
Local Capacity Area: N/A
Nameplate capacity of the Plant: 26 MWac
Description of units: More than 80,000 photovoltaic solar modules mounted on trackers and
connected to 26 inverters that convert DC power to AC Power. The inverters are connected to the
grid via transformers
Site Drawings
Site Map:
The term, “Site” as defined in the Agreement means the following parcel description upon which
the generating facility is located and as identified in the following topographical map and Assessed
Parcel Number, and the below Interconnection Facilities and metering configuration as evidenced
in the related diagram (collectively, the “Site Drawings”):
[INSERT MAP]
Assessed Parcel No.: ______________
Interconnection Facilities and metering diagram:
The Plant shall use the following Interconnection Facilities and metering configuration as
identified in this one-line diagram included in this Exhibit A:
[INSERT ONE-LINE DIAGRAM FOR
INTERCONNECTION FACILITIES AND METERING]
EXHIBIT B - Page 1
EXHIBIT B
ENVIRONMENTAL ATTRIBUTE TRANSFER FROM SELLER TO BUYER
Participation in the Western Renewable Energy Generation Information System. Seller shall, at its
sole expense take all actions and execute all documents or instruments necessary to ensure that all
WREGIS Certificates associated with all Renewable Energy Credits corresponding to all delivered
Output are issued and tracked for purposes of satisfying the applicable requirements of the
California Renewables Portfolio Standard and transferred in a timely manner to Buyer for Buyer’s
sole benefit. Seller shall comply with all applicable laws, including, without limitation, the
WREGIS Operating Rules, regarding the certification and transfer of such WREGIS Certificates
to Buyer and Buyer shall be given sole title to all such WREGIS Certificates. Seller shall be
deemed to have satisfied the warranty in this EXHIBIT B, paragraph (h) provided that Seller
fulfills its obligations under this EXHIBIT B, paragraphs (a) through (h) below. In addition:
(a) Prior to the Contract Delivery Start Date, Seller shall register the Plant with WREGIS and
establish an account with WREGIS (“Seller’s WREGIS Account”), which Seller shall
maintain until the end of the Delivery Term. Seller shall transfer the WREGIS Certificates
using “Forward Certificate Transfers” (as described in the WREGIS Operating Rules)
from Seller’s WREGIS Account to the WREGIS account(s) of Buyer or the account(s) of a
designee that Buyer identifies by Notice to Seller (“Buyer’s WREGIS Account”). Seller
shall be responsible for all expenses associated with registering the Plant with WREGIS,
establishing and maintaining Seller’s WREGIS Account, paying WREGIS Certificate
issuance and transfer fees, and transferring WREGIS Certificates from Seller’s WREGIS
Account to Buyer’s WREGIS Account.
(b) Seller shall cause Forward Certificate Transfers to occur on a monthly basis in accordance
with the certification procedure established by the WREGIS Operating Rules. Since
WREGIS Certificates shall only be created for whole MWh amounts of Energy generated,
any fractional MWh amounts (i.e., kWh) shall be carried forward until sufficient
generation is accumulated for the creation of a WREGIS Certificate.
(c) Seller shall, at its sole expense, ensure that the WREGIS Certificates for a given calendar
month correspond with the Energy corresponding to delivered Output for such calendar
month as evidenced by the Plant’s metered data.
(d) Due to the ninety (90) day delay in the creation of WREGIS Certificates relative to the
timing of invoice payment under Section 3.3, Buyer shall make an invoice payment for a
given month in accordance with Section 3.3 before the WREGIS Certificates for such
month are formally transferred to Buyer in accordance with the WREGIS Operating Rules
and this EXHIBIT B. Notwithstanding this delay, Buyer shall have all right and title to all
such WREGIS Certificates upon payment to Seller in accordance with Section 3.3.
(e) A “WREGIS Certificate Deficit” means any deficit or shortfall in WREGIS Certificates
delivered to Buyer for a calendar month as compared to the delivered Energy for the same
calendar month (“Deficient Month”), after taking into account applicable delays in the
EXHIBIT B - Page 2
issuance of WREGIS Certificates referenced in the prior paragraph or otherwise arising
under WREGIS Operating Rules. If any WREGIS Certificate Deficit is caused, or the
result of any action or inaction, by Seller, then Seller shall take all actions reasonably
necessary to remedy such circumstances and failure to do so shall be a breach hereunder by
Seller.
(f) Without limiting Seller’s obligations under this EXHIBIT B, to the extent a WREGIS
Certificate Deficit is caused by an error or omission of WREGIS, the Parties shall
cooperate in good faith to cause WREGIS to correct its error or omission.
(g) If WREGIS changes the WREGIS Operating Rules after the Execution Date or applies the
WREGIS Operating Rules in a manner inconsistent with this EXHIBIT B after the
Execution Date, the Parties promptly shall modify this EXHIBIT B as reasonably required
(i) to cause and enable Seller to transfer to Buyer’s WREGIS Account a quantity of
WREGIS Certificates for each given calendar month that corresponds to the delivered
Energy in the same calendar month or (ii) as may otherwise be reasonably appropriate to
address such inconsistency.
(h) Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred
to Buyer to be tracked in the Western Renewable Energy Generation Information System
shall be taken prior to the first delivery under this Agreement.
EXHIBIT C – Page 1
EXHIBIT C
INSURANCE COVERAGES
At its own expense, Seller shall secure and maintain during the Term the following insurance with
the coverage amounts indicated for occurrences during and arising out of Seller’s performance of
this Agreement. Such insurance shall be placed with responsible and reputable insurance
companies as determined by Buyer in its reasonable discretion in compliance with Requirements
of Laws applicable to Seller.
(a) Workers’ Compensation/Employer’s Liability. Seller shall maintain Workers’
Compensation Insurance and Employer’s Liability Insurance which comply with
Requirements of Laws applicable to Seller.
(b) Automobile Liability. Seller shall maintain Automobile Liability Insurance in compliance
with Requirements of Laws applicable to Seller, including coverage for owned, non-owned
and hired automobiles for both bodily injury (including death) and property damage,
including automobile liability contractual endorsement and uninsured/underinsured
motorist protection endorsements.
(c) Third Party Liability. Seller shall maintain third party liability insurance in compliance
with Requirements of Laws applicable to Seller on a project-specific basis covering against
legal responsibility to others as a result of bodily injury, property damage and personal
injury arising from the operation and maintenance of the Plant. Such policy shall be written
with a limit of liability not less than $10,000,000 and a deductible not to exceed $10,000.
Such liability may be in any combination of primary and excess/umbrella. Coverage shall
include, but not be limited to, premises/operations, explosion, collapse, underground
hazards, broad form property damage and personal injury liability. Such coverage shall not
contain exclusions for punitive or exemplary damages.
(d) Property Insurance. Seller shall maintain third party property insurance on a
project-specific basis covering cost of repairing Plant and or interconnection equipment to
operational condition. Such policy shall be written with coverage sufficient to replace and
rebuild the Plant. Coverage shall include, but not be limited to, fire, storm damage,
equipment failure, damage to equipment precluding operation under prudent utility
practice, premises/operations, explosion, collapse, underground hazards, broad form
property damage.
Upon the request from Buyer, Seller shall promptly provide Buyer with applicable insurance
certificates confirming the insurance coverages required above.
EXHIBIT E-1 – Page 1
EXHIBIT D
SCHEDULING PROTOCOLS
Dated: ___________, 2016
The following scheduling protocols shall govern the scheduling of Output from the Plant pursuant
to that certain Power Purchase Agreement dated as of ___, 2016, by and between the City of Palo
Alto and Hecate Energy Palo Alto LLC (the “Agreement”). Capitalized terms not defined herein
have the meanings set forth in the Agreement.
1. Test Energy
Pursuant to Section 2.3(a) of the Agreement all Test Energy shall be scheduled in accordance with
the following procedure:
All Test Energy produced by the Plant will be scheduled in accordance with CAISO Operating
Procedure No. 5320 (Resource Trial Operation and Test Energy Process), as such may be amended
from time to time. Pursuant to CAISO Operating Procedure No. 5320, pre-commercial resources
are required to make arrangements with the CAISO for executing Trial Operations.
I. At least ten (10) calendar days prior to the first planned Trial Operation date Seller shall
provide Buyer a Test Energy schedule for the Plant. The Test Energy schedule shall
include the following information:
a. Expected MW output for each hour during the testing period;
b. Start and Stop times of the test;
c. NRI Test Energy Template; and
d. Any operating constraints or testing limits that may impact the testing process.
II. At least seven (7) calendar days prior to the first planned Trial Operation date (not
including the submittal date and the date the test is requested to begin), the Scheduling
Coordinator shall submit an outage request to the CAISO for the Test Energy schedule
provided by Seller.
III. Pending CAISO’s approval of the outage request for Trial Operations and testing, the
Scheduling Coordinator shall coordinate with Seller and CAISO to perform Plant testing.
2. Scheduling Protocols
The Scheduling Coordinator shall submit Bids for forecasted Plant Output to the CAISO in
accordance with the CAISO Tariff and Business Practice Manuals, as the same may be amended or
revised from time to time.
I. Forecasts
EXHIBIT E-1 – Page 2
Plant Output shall be scheduled according to Section 4.5(d) of the Agreement.
II. Submission of Bids
For each trade date, Scheduling Coordinator will develop and submit Bids for Plant Output into the
CAISO markets in accordance with the CAISO market timelines. Day-ahead and real-time Bids
for Plant Output shall be consistent with the CAISO forecast. Bids may consist of Self-Schedules,
economic Bids, or a combination of Self-Schedules and economic Bids. Self-Schedule Bids shall
be equal to the applicable CAISO forecasted Output, and economic Bids shall be limited to an
amount not to exceed the applicable CAISO forecasted Output.
III. Dispatch Notices
Scheduling Coordinator shall provide dispatch notices to Buyer to communicate CAISO
day-ahead and real-time market awards. Dispatch notices may include, but are not limited to, the
following information: (i) scheduled Plant output by applicable operating interval, (ii) start-up
instructions, (iii) shut-down instructions, (iv) ramping instructions, and (v) other information that
may be relevant to the scheduled operations of the Plant.
a. Day-Ahead Dispatch Notices. Dispatch Notices for Day-Ahead market awards will be
provided to Buyer through a form of electronic communication as mutually agreed upon by
Buyer and Scheduling Coordinator.
b. Real-Time Dispatch Notices. Dispatch Notices for Real-Time market awards will be
provided to Buyer through Scheduling Coordinator’s automated SCADA control system,
whereby Scheduling Coordinator will send a generator operating set point directly to the
Plant’s control systems.
3. Outage Coordination
Pursuant to the Agreement, Seller shall provide Scheduling Coordinator with all information
required to submit timely outages to the CAISO in accordance with the CAISO Tariff and outage
coordination procedures. Scheduling Coordinator shall perform all outage coordination activities
on behalf of the Plant, including but not limited to, submission of planned and forced outages to
the CAISO through use of CAISO’s Outage Management System (OMS), in accordance with the
CAISO Tariff and outage coordination procedures.
I. Communicating Outages to Scheduling Coordinator
a. Required Information
Seller shall provide the following information to Scheduling Coordinator at the time Seller submits
a request for a planned or forced outage:
EXHIBIT E-1 – Page 3
Name of Facility
CAISO Resource ID
Start Date/Time of the Outage
End Date/Time of the Outage
Explanation for Reason of Outage
Unit Availability During the Outage
Emergency Return to Service Time (if called upon by the CAISO)
II. Outage Submission Timeline
Planned Outage requests must be submitted to Scheduling Coordinator at least seven (7) days in
advance of the start date of the outage; whereby the seven (7) day period shall not include the date
on which the request is submitted, or the start date of outage. Outage requests submitted less than
seven (7) days in advance of the start date of the outage will automatically be designated by the
CAISO as a Forced Outage (unless otherwise approved by the CAISO as a Planned Outage).
Outages that occur in the active day (or real-time) must be reported to Scheduling Coordinator as
soon as possible.
4. Discretionary Curtailment
Pursuant to Section 4.4(c), Buyer may require Seller to curtail deliveries of Energy from the Plant
for any reason in Buyer’s reasonable discretion by delivering a dispatch notice to the Scheduling
Coordinator. Scheduling Coordinator shall provide dispatch notices for discretionary curtailments
to Seller in accordance with the procedure described in Section 2(III) of this Exhibit D.
EXHIBIT E-1 – Page 4
EXHIBIT E-1
FORM OF DEVELOPMENT PROGRESS REPORT
Development Progress Report
[Plant Name] Plant
[Report Month and Year]
[Date of Report]
This Development Progress Report describes the construction and status and progress toward the
achievement of each of the Milestones of the [Plant Name] Plant, which guaranteed Commercial
Operation Milestone is _____, for the _____ [insert period that report is due as required under
Section 4.3(c)] and year of ____________ (“Report Period”) as required pursuant to Section
4.3(c) of that certain Power Purchase Agreement by and between _________ (“Seller”), and the
City of Palo Alto (“Buyer”), dated ____________ (the “Agreement”). (Capitalized terms used in
this report but not defined herein shall have the meanings set forth in the Agreement.)
This report shall be completed and delivered by Seller to ___________________ at Buyer,
together with all attachments and exhibits. Buyer should direct any questions about this report to
_______________ at Seller.
1. General Plant Description
Please provide a general description of the Plant, including its location, Site size,
technology type, nameplate capacity, interconnection point, ownership, and any other
information relevant to a general description of the Plant.
2. Property Acquisition Activities and Site Control
In this section, please include information on property acquisition or site control activities
for the Plant, including the date of execution of significant documents, and information on
the expecting timing of future significant activities.
a. Prior Period’s Activities
Please provide a description and dates of all major Site acquisition or control related
activities completed prior to the Report Period.
b. Report Period’s Activities
Please describe in detail the Site acquisition or control related activities that occurred
during the Report Period.
EXHIBIT E-1 – Page 5
c. Next Period’s Activities
Please describe the Site acquisition or control related activities that are expected to be
performed during the period following the Report Period.
3. Permitting
In this section, please provide information on each of the Conditional Use Permit and other
Permits required for the construction of the Plant and the status thereof. List the applicable
governmental agency, the type of application/approval requested, and the dates (expected
or actual) of significant activity. Significant activity includes, but is not limited to,
application submission, notice of complete application, notice of preparation, public
hearing or comment period, draft documents and/or approvals, final documents and/or
approvals, notice of determination and/or issuance of permit. If the government agency
maintains a website with information on the approval process for the Plant, please provide
a link.
a. Prior Period’s Activities
Please provide a description of all major activities related to the Conditional Use
Permit and other Permits completed prior to the Report Period.
b. Report Period’s Activities
Please describe in detail the activities related to Permits that occurred during the Report
Period.
c. Next Period’s Activities
Please list the activities related to Permits that are expected to be performed during the
period following the Report Period.
4. Interconnection
EXHIBIT E-1 – Page 6
In this section, please provide a description of all major interconnection related
activities, dates of completion of significant activities and the expected timing of future
significant activities including, but not limited to, information on the status of
interconnection studies, Interconnection Agreements, design and construction of
Interconnection facilities (e.g., substations, switchyards, gen-ties, system protection
schemes, telecommunications equipment to the extent not already covered in the Plant
construction information in Section 8), network upgrades, and grid outage and/or
interconnection schedules, and information related to Full Capacity Deliverability
Status Finding applications, studies, timing, correspondence and . Describe any and all
factors that may affect the ability of the Plant to deliver Energy to the Buyer.
a. Prior Period’s Activities
Please provide a description of all major interconnection related activities completed
prior to the Report Period.
b. Report Period’s Activities
Please describe in detail the Interconnection related activities that occurred during the
Report Period.
c. Current Period’s Activities
Please list the Interconnection related activities that are expected to be performed
during the period following the Report Period.
5. Design and Engineering
In this section, please provide information on the design and engineering of the Plant.
a. Prior Period’s Activities
Please provide a description and dates of all major design and engineering related
activities, including dates of completion of significant activities and expected timing of
future activities.
b. Report Period’s Activities
Please describe in detail the design and engineering related activities that occurred
during the Report Period.
c. Current Period’s Activities
Please list the design and engineering related activities that are expected to be
performed during the period following the Report Period.
6. Financing
EXHIBIT E-1 – Page 7
In this section, please include information on each separate phase of financing for the
Plant. Include information on debt, equity and/or federal or state loans or grant.
b. Report Period’s Activities
Please describe in detail the financing related activities that occurred during the Report
Period.
c. Current Period’s Activities
Please list the financing related activities that are expected to be performed during the
period following the Report Period.
7. Major Equipment Procurement
In this section, please include information on all major equipment to be procured for all
portions of the Plant to be completed by Seller, including switchyards, substations and any
other interconnection equipment, in addition to generating and auxiliary equipment.
a. Prior Period’s Activities
Please provide a description and dates of all major equipment procurement related
activities completed prior to the Report Period, including the date of execution of
significant documents, and information on the expected timing of future significant
activities.
b. Report Period’s Activities
Please describe in detail the Major Equipment Procurement related activities that
occurred during the Report Period.
c. Next Period’s Activities
Please list the Major Equipment Procurement related activities that are expected to be
performed during the period following the Report Period.
8. Construction
In this section, please include information on the status of any construction-related factors
that may affect the ability of the Plant to deliver the Output to the Buyer. Include
information on the Plant infrastructure, generating equipment, and major auxiliary
equipment. Also include information on the substations, switchyards, gen-ties,
telecommunications equipment or other interconnection facilities that are the direct
responsibility of the Plant.
a. Prior Period’s Activities
EXHIBIT E-1 – Page 8
Please provide a summary of the status and progress of each major construction activity
for all portions of the Plant, including a schedule showing expected or actual dates as
applicable. Provide the name of the EPC Contractor, the date of execution of the EPC
Contract, and the date of issuance of a full notice to proceed (or equivalent). For each
major type of equipment, break out the number of each item (to be) installed and/or
commissioned in each period.
Please attach a copy of the all of the progress reports received during the previous
Report Period from the EPC Contractor pursuant to the construction contract between
Seller and EPC Contractor.
b. Report Period’s Activities
Please describe in detail the Construction related activities that occurred during the
Report Period.
c. Current Period’s Activities
Please list the Construction related activities that are expected to be performed during
the period following the Report Period.
9. Startup and Commissioning
In this section, please include information on the status of activities related to preparation
for Commercial Operation, including equipment testing, commissioning, release to
operations, requirements of the grid operator, and any other activities that must be
conducted before the Plant may deliver Output to the grid and/or declare Commercial
Operation (as evidenced by delivery of the COD Certification).
a. Prior Period’s Activities
Please provide a description of all major startup and commissioning activities related to
preparation for Commercial Operation completed prior to the Report Period.
b. Report Period’s Activities
Please describe in detail the Startup and Commissioning related activities that occurred
during the Report Period.
c. Current Period’s Activities
Please list the Startup and Commissioning related activities that are expected to be
performed during the period following the Report Period.
10. Milestones Schedule
EXHIBIT E-1 – Page 9
a. [Insert Gantt chart]
b. Milestone Schedule
a. Please describe the status and progress toward or achievement of each Milestone in
the construction schedule for the Plant, including dates of completion of completed
Milestone(s) and the expected date of completion of uncompleted Milestone(s).
The expected date is the current best estimate, and may change from time to time as
better information becomes available.
c. Remedial Action Plan
Please describe any issues which Seller expects in its reasonable judgment may
adversely affect the schedule, including the cause of the delay and what remedial
actions Seller intends to take to ensure that each of the Milestones shall be attained by
their required dates.
III. Pictures
If available, please provide pictures documenting construction and startup progress of the Plant.
The information contained in this Seller’s Development Progress Report is true and
accurate and reflects, to the best of Seller’s knowledge, the current status of the construction of the
Plant as of the date specified below.
Seller:
By:_______________________________
Name:_____________________________
Title:______________________________
Date:______________________________
EXHIBIT E-2 – Page 1
EXHIBIT E-2
COD CERTIFICATION
This COD Certification (“Certification”) is delivered by ___________ (“Seller”) to The City of
Palo Alto (“Buyer”) in accordance with the terms of that certain Power Purchase Agreement dated
as of the Execution Date (“Agreement”) by and between Seller and Buyer. All capitalized terms
used in this Certification but not otherwise defined herein shall have the respective meanings
assigned to such terms in the Agreement. Seller hereby certifies and represents to Buyer the
following:
1. Commercial Operation occurred on: __________ [date]
2. The Plant equipment representing _________ MW AC of Initial Capacity has been
installed, tested and is capable of generating Output in accordance with the manufacturer’s
specifications.
3. The Plant is substantially complete and capable of delivering Output as described in the
Agreement.
4. The CAISO has provided notification of Commercial Operation in accordance with the
CAISO Tariff, and documentation of such notification is attached hereto or shall be
provided to Buyer promptly upon Seller’s receipt thereof.
EXECUTED by Seller this ______ day of _____________, 20__.
By: _________________________________
Name: ______________________________
Title: _______________________________
The undersigned, a licensed professional engineer, hereby certifies that, to its current knowledge,
the foregoing is substantially true and correct.
[LICENSED PROFESSIONAL ENGINEER]
By: _________________________________
Name: ______________________________
Title: _______________________________
EXHIBIT E-2 – Page 2
RECEIVED by Buyer this ____ date of ______________, 20__
which date shall be the Commercial Operation Date.
By: _________________________________
Name: ______________________________
Title: _______________________________
EXHIBIT F-1 – Page 1
EXHIBIT F-1
FORM OF LETTER OF CREDIT
Issuing Bank Letterhead and Address
STANDBY LETTER OF CREDIT NO. XXXXXXXX
Date: [Insert issue date]
Beneficiary: City of Palo Alto Applicant: [Insert name and address
of Applicant]
250 Hamilton Avenue
Palo Alto, CA 94301
Attention: Credit Risk Management
Letter of Credit Amount: [insert amount]
Expiry Date: [insert expiry date]
Ladies and Gentlemen:
By order of [insert name of Applicant] (“Applicant”), we hereby issue in favor of the City of Palo
Alto (the “Beneficiary”) our irrevocable standby letter of credit No. [insert number of letter of
credit] (“Letter of Credit”), for the account of Applicant, for drawings up to but not to exceed the
aggregate sum of U.S. $ [insert amount in figures followed by (amount in words)] (“Letter of
Credit Amount”). This Letter of Credit is available with [insert name of issuing bank, and the
city and state in which it is located] by sight payment, at our offices located at the address stated
below, effective immediately, and it shall expire at our close of business on [insert expiry date]
(the “Expiry Date”).
Funds under this Letter of Credit are available to the Beneficiary against presentation of the
following documents:
1. Beneficiary’s signed and dated sight draft in the form of Exhibit A hereto, referencing this
Letter of Credit No. [insert number] and stating the amount of the demand; and
2. One of the following statements signed by an authorized representative or officer of
Beneficiary:
EXHIBIT F-1 – Page 2
A. “Pursuant to the terms of that certain [insert name of the agreement] (the “Agreement”),
dated [insert date of the Agreement], between Beneficiary and [insert name of Seller under
the Agreement], Beneficiary is entitled to draw under Letter of Credit No. [insert number]
amounts owed by [insert name of Seller under the Agreement] under the Agreement; or
B. “Letter of Credit No. [insert number] shall expire in thirty (30) days or less and [insert
name of Seller under the Agreement] has not provided replacement security acceptable to
Beneficiary.
Special Conditions:
1. Partial and multiple drawings under this Letter of Credit are allowed;
2. All banking charges associated with this Letter of Credit are for the account of the Applicant;
3. This Letter of Credit is not transferable; and
4. The Expiry Date of this Letter of Credit shall be automatically extended without a written
amendment for a period of one year and on each successive Expiry Date, unless at least sixty
(60) days before the then current Expiry Date, we notify you by registered mail or courier that
we elect not to extend the Expiry Date of this Letter of Credit for such additional period.
We engage with you that drafts drawn under and in compliance with the terms of this Letter of
Credit shall be duly honored upon presentation, on or before the Expiry Date (or after the Expiry
Date as provided below), at our offices at [insert issuing bank’s address for drawings].
All demands for payment shall be made by presentation of originals or copies of documents; or by
facsimile transmission of documents to [insert fax number], Attention: [insert name of issuing
bank’s receiving department], with originals or copies of documents to follow by overnight mail.
If presentation is made by facsimile transmission, you may contact us at [insert phone number] to
confirm our receipt of the transmission. Your failure to seek such a telephone confirmation does
not affect our obligation to honor such a presentation.
Our payments against complying presentations under this Letter of Credit shall be made no later
than on the sixth (6th) banking day following a complying presentation.
Except as stated herein, this Letter of Credit is not subject to any condition or qualification. It is our
individual obligation, which is not contingent upon reimbursement and is not affected by any
agreement, document, or instrument between us and the Applicant or between the Beneficiary and
the Applicant or any other party.
Except as otherwise specifically stated herein, this Letter of Credit is subject to and governed by
the Uniform Customs and Practice for Documentary Credits, 2007 Revision, International
Chamber of Commerce (ICC) Publication No. 600 (the “UCP 600”); provided that, if this Letter
of Credit expires during an interruption of our business as described in Article 36 of the UCP 600,
we shall honor drafts presented in compliance with this Letter of Credit within thirty (30) days
after the resumption of our business and effect payment accordingly.
EXHIBIT F-1 – Page 3
The law of the State of New York shall apply to any matters not covered by the UCP 600.
For telephone assistance regarding this Letter of Credit, please contact us at [insert number and
any other necessary details].
Very truly yours,
[insert name of issuing bank]
By:
Authorized Signature
Name: [print or type name]
Title:
EXHIBIT F-1 – Page 4
Attachment 1 to Exhibit F-1
SIGHT DRAFT
TO: [INSERT NAME AND ADDRESS OF PAYING BANK]
AMOUNT: $________________________ DATE: __________________________
AT SIGHT OF THIS DEMAND PAY TO THE ORDER OF THE CITY OF PALO ALTO THE
AMOUNT OF U.S.$________(______________ U.S. DOLLARS)
DRAWN UNDER [INSERT NAME OF ISSUING BANK] LETTER OF CREDIT NO.
XXXXXX.
REMIT FUNDS AS FOLLOWS:
[INSERT PAYMENT INSTRUCTIONS]
DRAWER
BY:___________________________
NAME AND TITLE
EXHIBIT F-2 – Page 1
EXHIBIT F-2
FORM OF LENDER CONSENT AGREEMENT
CONSENT AND AGREEMENT
This CONSENT AND AGREEMENT (“Consent and Agreement”) is entered into as of
____________________, between the City of Palo Alto (“Buyer”), and _________________, as
collateral agent1 (in such capacity, “Financing Provider”), for the benefit of various financial
institutions (collectively, the “Secured Parties”) providing financing to _______ (“Seller”).
Buyer, Seller, and the Financing Provider shall each individually be referred to as a “Party” and
collectively as the “Parties”.
Recitals
A. Pursuant to that certain Power Purchase Agreement dated as of ________________
(as amended, modified, supplemented or restated from time to time, as including all related
agreements, instruments and documents, collectively, the “Assigned Agreement”) between Buyer
and Seller, Buyer has agreed to purchase energy from Seller.
B. The Secured Parties have provided, or have agreed to provide, to Seller financing
(including a financing lease) pursuant to one or more agreements (the “Financing Documents”),
and require that Financing Provider be provided certain rights with respect to the “Assigned
Agreement” and the “Assigned Agreement Accounts,” each as defined below, in connection
with such financing.
C. In consideration for the execution and delivery of the Assigned Agreement, Buyer
has agreed to enter into this Consent and Agreement for the benefit of Seller.
Agreement
1. Definitions. Any capitalized term used but not defined herein shall have the meaning
specified for such term in the Assigned Agreement.
2. Consent. Subject to the terms and conditions below, Buyer consents to and approves the
pledge and assignment by Seller to Financing Provider pursuant to the [Security Agreement] of
(a) the Assigned Agreement, and (b) the accounts, revenues and proceeds of the Assigned
Agreement (collectively, the “Assigned Agreement Accounts”).
1 This form assumes that a collateral agent will hold the security on behalf of a syndicate of lenders and
therefore, the consent would be signed by the collateral agent in such capacity for the benefit of the secured parties. If
that is not the case, please modify.
EXHIBIT F-2 – Page 2
3. Limitations on Assignment. Financing Provider acknowledges and confirms that,
notwithstanding any provision to the contrary under applicable law or in any Financing Document
executed by Seller, Financing Provider shall not assume, sell or otherwise dispose of the Assigned
Agreement or any of Financing Provider’s rights under the Assigned Agreement (whether by
foreclosure sale or other liquidation sale, conveyance in lieu of foreclosure or otherwise) unless,
on or before the date of any such assumption, sale or disposition, Financing Provider or any third
party, as the case may be, assuming, purchasing or otherwise acquiring the Assigned Agreement
(a) cures any and all defaults of Seller under the Assigned Agreement which are capable of being
cured and which are not personal to the Seller, (b) executes and delivers to Buyer a written
assumption of all of Seller’s rights and obligations under the Assigned Agreement in form and
substance reasonably satisfactory to Buyer, (c) otherwise satisfies and complies with all
requirements of the Assigned Agreement, (d) provides such tax and enforceability assurance as
Buyer may reasonably request, and (e) is a Permitted Transferee (as defined below). Financing
Provider further acknowledges that the assignment of the Assigned Agreement and the Assigned
Agreement Accounts is for security purposes only and that Financing Provider has no rights under
the Assigned Agreement or the Assigned Agreement Accounts to enforce the provisions of the
Assigned Agreement or the Assigned Agreement Accounts unless and until an event of default has
occurred and is continuing under the Financing Documents between Seller and Financing Provider
(a “Financing Default”), in which case Financing Provider shall be entitled to all of the rights and
benefits and subject to all of the obligations which Seller then has or may have under the Assigned
Agreement to the same extent and in the same manner as if Financing Provider were an original
party to the Assigned Agreement.
“Permitted Transferee” means any person or entity who is reasonably acceptable to Buyer.
Financing Provider may from time to time, following the occurrence of a Financing Default, notify
Buyer in writing of the identity of a proposed transferee of the Assigned Agreement, which
proposed transferee may include Financing Provider, in connection with the enforcement of
Financing Provider’s rights under the Financing Documents, and Financing Provider shall deliver
to Buyer financial statements, information and other evidence satisfactory to Buyer of the
proposed transferee’s technical and financial capability to fulfill the Seller’s obligations under the
Assigned Agreement. Buyer shall, within thirty (30) Business Days of the later of its receipt of
such written notice and delivery of such financial statements, information and other evidence,
confirm to Financing Provider whether or not such proposed transferee is a “Permitted Transferee”
(together with a written statement of the reason(s) for any negative determination) it being
understood that if Buyer shall fail to so respond within such thirty (30) Business Days period such
proposed transferee shall be deemed to be a “Permitted Transferee”.
4. Cure Rights.
(a) Notice to Financing Provider by Buyer. Buyer shall, concurrently with the delivery
of any notice of an event of default under the Assigned Agreement (each, an “Event of Default”)
to Seller (a “Default Notice”), provide a copy of such Default Notice to Financing Provider
pursuant to Section 9(a) of this Consent and Agreement. In addition, Seller shall provide a copy of
the Default Notice to Financing Provider the next Business Day after receipt from Buyer,
independent of any agreement of Buyer to deliver such Default Notice.
EXHIBIT F-2 – Page 3
(b) Cure Period Available to Financing Provider Prior to Any Termination by Buyer.
Upon the occurrence of an Event of Default, subject to (i) the expiration of the relevant cure
periods provided to Seller under the Assigned Agreement, and (ii) Section 4(a) above, Buyer shall
not terminate the Assigned Agreement unless it or Seller provides Financing Provider with notice
of the Event of Default and affords Financing Provider an Additional Cure Period (as defined
below) to cure such Event of Default. For purposes of this Agreement “Additional Cure Period”
means (i) with respect to a monetary default, twenty (20) calendar days in addition to the cure
period (if any) provided to Seller in the Assigned Agreement, and (ii) with respect to a
non-monetary default, forty-five (45) calendar days in addition to the cure period (if any) provided
to Seller in the Assigned Agreement.
(c) Failure by Buyer to Deliver Default Notice. If neither Buyer nor Seller delivers a
Default Notice to Financing Provider as provided in Section 4(a), the Financing Provider’s
applicable cure period shall begin on the date on which notice of an Event of Default is delivered to
Financing Provider by either Buyer or Seller. Except for a delay in the commencement of the cure
period for Financing Provider and a delay in Buyer’s ability to terminate the Assigned Agreement
(in each case only if both Buyer and Seller fail to deliver notice of an Event of Default to Financing
Provider), failure of Buyer to deliver any Default Notice shall not waive Buyer’s right to take any
action under the Assigned Agreement and shall not subject Buyer to any damages or liability for
failure to provide such notice.
(d) Extension for Foreclosure Proceedings. If possession of the Plant (as defined in the
Assigned Agreement) is necessary for Financing Provider to cure an Event of Default and
Financing Provider commences foreclosure proceedings against Seller within thirty (30) calendar
days of receiving notice of an Event of Default from Buyer or Seller, whichever is received first,
Financing Provider shall be allowed a reasonable additional period to complete such foreclosure
proceedings, such period not to exceed ninety (90) calendar days; provided, however, that
Financing Provider shall provide a written notice to Buyer that it intends to commence foreclosure
proceedings with respect to Seller within ten (10) Business Days of receiving a notice of such
Event of Default from Buyer or Seller, whichever is received first. In the event Financing Provider
succeeds to Seller’s interest in the Plant as a result of foreclosure proceedings, the Financing
Provider or a purchaser or grantee pursuant to such foreclosure shall be subject to the requirements
of Section 3 of this Consent and Agreement.
5. Setoffs and Deductions. Each of Seller and Financing Provider agrees that Buyer shall
have the right to set off or deduct from payments due to Seller each and every amount due Buyer
from Seller whether or not arising out of or in connection with the Assigned Agreement.
Financing Provider further agrees that it takes the assignment for security purposes of the
Assigned Agreement and the Assigned Agreement Accounts subject to any defenses or causes of
action Buyer may have against Seller.
6. No Representation or Warranty. Seller and Financing Provider each recognizes and
acknowledges that Buyer makes no representation or warranty, express or implied, that Seller has
any right, title, or interest in the Assigned Agreement or as to the priority of the assignment for
security purposes of the Assigned Agreement or the Assigned Agreement Accounts. Financing
Provider further recognizes and acknowledges that it has relied exclusively on its own
investigation and due diligence with respect to and is responsible for satisfying itself as to the
EXHIBIT F-2 – Page 4
existence and extent of Seller’s right, title, and interest in the Assigned Agreement, and Financing
Provider hereby releases Buyer from any liability resulting from the assignment for security
purposes of the Assigned Agreement and the Assigned Agreement Accounts.
7. Amendment to Assigned Agreement. Financing Provider acknowledges and agrees that
Buyer may agree with Seller to modify or amend the Assigned Agreement, and that Buyer is not
obligated to notify Financing Provider of any such amendment or modification to the Assigned
Agreement. Financing Provider hereby releases Buyer from all liability arising out of or in
connection with the making of any amendment or modification to the Assigned Agreement.
8. Payments under Assigned Agreement. Buyer shall make all payments due to Seller under
the Assigned Agreement from and after the date hereof to __________, as depositary agent, to
ABA No. __________, Account No. __________, and Seller hereby consents to any and all such
payments being made in such manner. Each of Seller, Buyer and Financing Provider agrees that
each such payment by Buyer to such depositary agent of amounts due to Seller from Buyer under
the Assigned Agreement shall satisfy Buyer’s corresponding payment obligation under the
Assigned Agreement.
9. Miscellaneous.
(a) Notices. All notices hereunder shall be in writing and shall be deemed received (i)
at the close of business of the date of receipt, if delivered by hand or by facsimile or other
electronic means, or (ii) when signed for by recipient, if sent registered or certified mail, postage
prepaid, provided such notice was properly addressed to the appropriate address indicated on the
signature page hereof or to such other address as a party may designate by prior written notice to
the other parties, at the address set forth below:
If to Financing Provider:
Name:
Address:
Attn:
Telephone:
Facsimile:
Email:
If to Buyer:
Name:
Address:
EXHIBIT F-2 – Page 5
Attn:
Telephone:
Facsimile:
Email:
(b) No Assignment. This Consent and Agreement shall be binding upon and shall
inure to the benefit of the successors and assigns of Buyer, and shall be binding on and inure to the
benefit of the Financing Provider, the Secured Parties and their respective successors and
permitted transferees and assigns under the [loan agreement] and [security agreement].
(c) No Modification. This Consent and Agreement is neither a modification of nor an
amendment to the Assigned Agreement.
(d) Choice of Law. The parties hereto agree that this Consent and Agreement shall be
construed and interpreted in accordance with the laws of the State of California, excluding any
choice of law rules which may direct the application of the laws of another jurisdiction.
(e) No Waiver. No term, covenant or condition hereof shall be deemed waived and no
breach excused unless such waiver or excuse shall be in writing and signed by the party claimed to
have so waived or excused.
(f) Counterparts. This Consent and Agreement may be executed in one or more
duplicate counterparts, and when executed and delivered by all the parties listed below, shall
constitute a single binding agreement.
(g) No Third Party Beneficiaries. There are no third party beneficiaries to this Consent
and Agreement.
(h) Severability. The invalidity or unenforceability of any provision of this Consent
and Agreement shall not affect the validity or enforceability of any other provision of this Consent
and Agreement, which shall remain in full force and effect.
(i) Amendments. This Consent and Agreement may be modified, amended, or
rescinded only by writing expressly referring to this Consent and Agreement and signed by all
parties hereto.
(j) Attorneys’ Fees. If a suit or action is instituted to enforce or interpret any term of
this Consent and Agreement, the prevailing party in any suit or action brought to enforce or
interpret the provisions of this Agreement shall be entitled to recover its reasonable costs and
attorneys' fees at any hearing, any trial, on appeal, and on any petition for review or other trial
court or appellate proceeding. In addition, the prevailing party shall be entitled to recover its
reasonable costs and attorneys’ fees incurred in enforcing its rights under this Consent and
Agreement in connection with any nonjudicial action or the exercise of nonjudicial remedies, and
EXHIBIT F-2 – Page 6
in any administration, arbitrative, mediation or dispute resolution process or proceeding. In
addition, the prevailing party shall be entitled to recover an amount equal to the fair market value
of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third
parties.
(k) Rule of Construction. It is understood and agreed that the rule of construction that
a written agreement is to be construed against the party preparing or drafting such agreement shall
not be applicable to the interpretation of this Consent and Agreement, it being recognized that each
of Buyer and Financing Provider has contributed substantially and materially to the preparation of
this Consent and Agreement.
IN WITNESS WHEREOF, each of Buyer and Financing Provider has duly executed this Consent
and Agreement as of the date first written above.
[SIGNATURE BLOCKS]
ACKNOWLEDGEMENT
The undersigned hereby acknowledges the Consent and Agreement set forth above, makes the
agreements set forth therein as applicable to Seller, including the obligation of Seller to provide a
copy of any Default Notice it receives from Buyer to Financing Provider the next Business Day
after receipt by Seller, and confirms that the Financing Provider identified above and the Secured
Parties have provided or are providing financing to the undersigned.
________________________
[name of Seller]
By: _________________________________
Name: _______________________________
Title: ________________________________
EXHIBIT G – Page 1
EXHIBIT G
EXPECTED ANNUAL ENERGY PRODUCTION
Contract Year Expected Annual Energy Production (in MWh)
1 75,000
2 74,625
3 74,252
4 73,881
5 73,511
6 73,144
7 72,778
8 72,414
9 72,052
10 71,692
11 71,333
12 70,977
13 70,622
14 70,269
15 69,917
16 69,568
17 69,220
18 68,874
19 68,529
20 68,187
21 67,846
22 67,507
23 67,169
24 66,833
25 66,499
26 66,167
27 65,836
28 65,507
29 65,179
30 64,853
31 64,529
32 64,206
33 63,885
34 63,566
35 63,248
36 62,932
37 62,617
38 62,304
39 61,992
40 61,682
EXHIBIT G – Page 2
___ Dated as of Seller Execution, with the Expected Annual Energy Production for Contract Year 1
based on the Expected Initial Capacity of 26 MW AC and each subsequent Contract Year reduced
by a degradation factor of 0.5%.
___ Dated as of Commercial Operation Date, with the Expected Annual Energy Production for
Contract Year 1 based on the Initial Capacity of ___ MW AC (subject to the Initial Capacity
limitations described in Section 2.3(c)(2) of the Agreement and each subsequent Contract Year
reduced by a degradation factor of ___%.
Capitalized terms have the meanings set forth in that certain Power Purchase Agreement dated ___, by and
between the City of Palo Alto, as Buyer, and Hecate Energy Palo Alto LLC, as Seller.
EXHIBIT H – Page 1
EXHIBIT H
SELLER DOCUMENTATION CONDITION PRECEDENT
Seller shall provide to Buyer all of the following documentation at least five (5) Business Days
prior to the Seller Execution:
1. A copy of each of (A) the articles of incorporation, certificate of incorporation,
operating agreement or similar applicable organizational document of Seller and
(B) the by-laws or other similar document of Seller (collectively, “Charter
Documents”) as in effect, or anticipated to be in effect, on the Seller Execution.
2. A certificate signed by an authorized officer of Seller, dated no earlier than ten (10)
Business Days prior to the Seller Execution, certifying (A) that attached thereto is a
true and complete copy of the Charter Documents of the Seller, as in effect at all
times from the date on which the resolutions referred to in clause (B) below were
adopted to and including the date of such certificate; (B) that attached thereto is a
true and complete copy of resolutions duly adopted by the board of directors (or
other equivalent body) or evidence of all corporate or limited liability company
action, as the case may be, of Seller, authorizing the execution, delivery and
performance of this Agreement, and that such resolutions have not been modified,
rescinded or amended and are in full force and effect, and (C) as to the name,
incumbency and specimen signature of each officer of Seller executing this
Agreement.
3. A certificate from the jurisdiction of Seller’s incorporation or organization
certifying that Seller is duly organized, validly existing and in good standing under
the laws of such jurisdiction.
4. Evidence of Site control (e.g. lease with redacted price terms) satisfactory to Buyer.
5. A copy of the most recent financial statements (which may be unaudited) from
Seller and Seller’s Parent together with a certificate from the Chief Financial or
equivalent officer of Seller, dated no earlier than ten (10) Business Days prior to the
Seller Execution, to the effect that, to the best of such officer’s knowledge, (A) such
financial statements are true, complete and correct in all material respects and (B)
there has been no material adverse change in the financial condition, operations,
Properties, business or prospects of Seller since the date of such financial
statements.
6. A completed Expected Annual Energy Production table based on the Plant’s
Expected Initial Capacity in the form set forth at Exhibit G.
Utilities Advisory Commission Minutes Approved on: Page 1 of 4
UTILITIES ADVISORY COMMISSION SPECIAL MEETING
EXCERPTED DRAFT MINUTES OF JANUARY 13, 2016
ITEM 3. ACTION: Staff Recommendation that the Utilities Advisory Commission Recommend
that the City Council Adopt a Resolution Approving a Power Purchase Agreement with Hecate
Energy Palo Alto LLC for up to 75,000 Megawatt-hours Per Year of Energy over a Term of up to
40 years for a Total Not to Exceed Amount of $101 Million
Senior Resource Planner Jim Stack summarized the written report. He explained that staff
issued a request for proposals (RFP) last spring in order to replace the energy provided by an
old wind energy contract that is set to expire in 2021, and also because the 30% federal
investment tax credit (ITC) was scheduled to fall to 10% at the end of 2016. He said that 41
project proposals were received in the spring 2015 RFP.
Commissioner Hall asked why staff decided to reject the other RFP proposals, and whether it
was for any reason other than cost. Stack explained that the evaluation criteria staff used
included price and value as well as project viability.
Stack described the Wilsona Solar Power Purchase Agreement (PPA) as having a capacity of 26
megawatts (MW), which would generate 7.5% of the City’s annual electric supply and would
have an online date of June 1, 2021. The levelized price is $36.76 per megawatt-hour (MWh)
over term of the PPA, which could range from 25 years to 40 years, and the project is located in
Los Angeles County near Palmdale. He noted that the City can request that Hecate build an
energy storage facility at the project site at any time, and that Hecate has some experience
developing such facilities. Stack discussed the risks of the proposed PPA and the risk mitigation
measures that are part of the contract, which include having the project developer post
development and performance assurance deposits in amounts that are significantly greater
than those that have been posted for all of the other renewable energy PPAs the City has
executed.
Stack stated that the proposed PPA could deliver more energy than the City needs in 2021
through 2028 in the event that all the other solar projects that the City has contracted with are
completed and the hydroelectric generation is average or better. He noted that in 2028, earlier
renewable PPAs expire creating the need for more renewable energy.
Stack said that the electric portfolio is highly affected by hydro conditions and that, in wet
hydro conditions, surplus renewable energy would be sold in the market, but that the RECs
DRAFT
ATTACHMENT C
Utilities Advisory Commission Minutes Approved on: Page 2 of 4
could be banked to meet Renewable Portfolio Standard (RPS) goals as well to maintain carbon
neutrality.
Stack explained that the green premium for the Wilsona project is estimated at -$1.1 million
per year, and that this commitment would bring the City’s total committed green premium
level for all renewable energy projects down to $1.2 million per year, which is equal to a rate
impact of about 0.12 cents/kWh.
Stack stated that in late December Congress passed a multi-year extension of the 30% federal
ITC, which, along with the passage of the state’s 50% RPS law last summer, changed the
landscape for renewable energy in California. He noted that the ITC extension undermined one
of the main drivers for issuing the RFP in 2015, and that if the City rejected the proposed PPA
staff could still issue another RFP in 2018 or 2019 and execute a PPA for a project that would
still be able to capture the 30% federal ITC.
Commissioner Schwartz asked what happens if there is too much solar being generated in the
area where this project is located and it gets curtailed, and what mitigation measures we have
to reduce congestion. Stack explained that there are typically no physical constraints on the
project delivering energy to the grid, but rather that at times when there is too much energy
being generated or too little demand for the energy the market price of the energy from the
project can go negative. In those situations the City would likely want to curtail the project’s
energy in order to avoid those negative prices, and the proposed PPA includes a provision
allowing the City to avoid paying the developer for the first 50 hours per year of curtailment
that it requests. This provision is different from the City’s other PPAs, which all require that the
City pay for all of energy that gets curtailed at its own request.
Commissioner Ballantine noted that there could actually be scenarios where there is too much
energy being generated in southern California and not enough demand for it, such that the
electricity actually does need to physically flow from southern California to northern California.
Compliance Manager Debbie Lloyd added that this issue of grid congestion and over-generation
is largely a California Independent System Operator (CAISO) market design issue. She explained
that for all of the energy consumed in Palo Alto, the City has to pay the CAISO a northern
California load price; and all of the City’s generating resources get paid by the CAISO a price
that’s specific to their locations on the grid. So congestion problems manifest themselves as
price differentials between the price the City pays for its load and the price it gets paid by the
CAISO for the energy generated by its resources.
Nicholas Bullinger, Chief Operating Officer of Hecate Energy, was in attendance at the meeting,
and Chair Foster invited him to speak. Bullinger described his company’s background, noting
that it focuses on the development of a range of different energy technologies, although it
started out focusing on natural gas-powered generation. He described the financing that the
company plans to use for the project and stated that they have partnered with other cities in
the past. He explained that they have large solar projects with the City of Los Angeles.
Utilities Advisory Commission Minutes Approved on: Page 3 of 4
Commissioner Hall asked Bullinger about the fact that permitting and CEQA review for the
project have not been completed yet, and whether there may be any issues with protected
species at the project site. Bullinger stated that the project site is on disturbed agricultural land
so it will not have any issues with protected species, and that the site has many advantages
including being located close to high voltage transmission facilities.
Commissioner Eglash asked why the City sought this contract in 2015 since it wouldn’t be online
for many years. Stack said that the primary factor that led staff to issue the RFP in 2015 was
the fact that at the time the RFP was issued the 30% federal ITC was slated to drop to 10% at
the end of 2016, and that staff was concerned that renewable energy prices would increase
significantly after that time.
Commissioner Eglash said it was worth taking a moment to review the success of the City’s RPS
program and the carbon neutral portfolio. He also appreciated the fact that staff included a
section in the report and presentation explaining the alternative to approving the project. He
noted that the price appears to be so low as to make the project unbuildable, but that he was
happy with the risk mitigation measures included in the PPA, particularly the large development
security that the developer is required to provide.
Vice Chair Cook congratulated staff on this contract. He asked if there were any provisions
included in the PPA to adjust the contract price in the event that the project’s development
costs turn out to be much higher than expected. Stack said that there are no price adjustment
mechanisms included in the PPA, and that the developer holds all of the price risk related to
development costs. He added that there are off-ramps included in the contract allowing the
City to terminate the PPA in the event the developer experiences problems getting the project
built and fails to meet the contractual deadline for starting construction.
ACTION:
Chair Foster made a motion that the UAC recommend that the City Council adopt a resolution
to:
1. Approve a Power Purchase Agreement (PPA) with Hecate Energy Palo Alto LLC
(HEPA), a Delaware limited liability company, for the acquisition of up to 75,000
Megawatt-hours (MWh) per year of energy from the Wilsona solar project (Wilsona)
over a maximum of forty years at a total cost not to exceed $101 million; and
2. Waive the application of the investment-grade credit rating requirement of Section
2.30.340(d) of the Palo Alto Municipal Code, which applies to energy companies that
do business with the City, as HEPA will provide a $5.2 million letter of credit as a
development assurance deposit, and a subsequent $2.6 million letter of credit as a
performance assurance deposit.
3. Delegate to the City Manager or his designee, the authority to execute on behalf of
the City the PPA with HEPA, the three contract term extension options available to
the City under the PPA, and any documents necessary to administer the agreements
that are consistent with the Palo Alto Municipal Code and City Council approved
policies.
Utilities Advisory Commission Minutes Approved on: Page 4 of 4
4. Waive the application of the anti-speculation requirement of Section D.1 of the
City’s Energy Risk Management Policy as it may apply to surplus electricity purchases
resulting from the City’s participation in the Wilsona PPA, due to the variability of
the City’s hydroelectric resources.
Commissioner Danaher seconded the motion. The motion carried unanimously (7-0) with Chair
Foster, Vice Chair Cook, and Commissioners Ballantine, Danaher, Eglash, Hall, and Schwartz
voting yes.
Utilities Advisory Commission Minutes Approved on: February 3, 2016 Page 1 of 4
UTILITIES ADVISORY COMMISSION SPECIAL MEETING
EXCERPTED FINAL MINUTES OF JANUARY 13, 2016
ITEM 3. ACTION: Staff Recommendation that the Utilities Advisory Commission Recommend
that the City Council Adopt a Resolution Approving a Power Purchase Agreement with Hecate
Energy Palo Alto LLC for up to 75,000 Megawatt-hours Per Year of Energy over a Term of up to
40 years for a Total Not to Exceed Amount of $101 Million
Senior Resource Planner Jim Stack summarized the written report. He explained that staff
issued a request for proposals (RFP) last spring in order to replace the energy provided by an
old wind energy contract that is set to expire in 2021, and also because the 30% federal
investment tax credit (ITC) was scheduled to fall to 10% at the end of 2016. He said that 41
project proposals were received in the spring 2015 RFP.
Commissioner Hall asked why staff decided to reject the other RFP proposals, and whether it
was for any reason other than cost. Stack explained that the evaluation criteria staff used
included price and value as well as project viability.
Stack described the Wilsona Solar Power Purchase Agreement (PPA) as having a capacity of 26
megawatts (MW), which would generate 7.5% of the City’s annual electric supply and would
have an online date of June 1, 2021. The levelized price is $36.76 per megawatt-hour (MWh)
over term of the PPA, which could range from 25 years to 40 years, and the project is located in
Los Angeles County near Palmdale. He noted that the City can request that Hecate build an
energy storage facility at the project site at any time, and that Hecate has some experience
developing such facilities. Stack discussed the risks of the proposed PPA and the risk mitigation
measures that are part of the contract, which include having the project developer post
development and performance assurance deposits in amounts that are significantly greater
than those that have been posted for all of the other renewable energy PPAs the City has
executed.
Stack stated that the proposed PPA could deliver more energy than the City needs in 2021
through 2028 in the event that all the other solar projects that the City has contracted with are
completed and the hydroelectric generation is average or better. He noted that in 2028, earlier
renewable PPAs expire creating the need for more renewable energy.
Stack said that the electric portfolio is highly affected by hydro conditions and that, in wet
hydro conditions, surplus renewable energy would be sold in the market, but that the RECs
ATTACHMENT D
Utilities Advisory Commission Minutes Approved on: February 3, 2016 Page 2 of 4
could be banked to meet Renewable Portfolio Standard (RPS) goals as well to maintain carbon
neutrality.
Stack explained that the green premium for the Wilsona project is estimated at -$1.1 million
per year, and that this commitment would bring the City’s total committed green premium
level for all renewable energy projects down to $1.2 million per year, which is equal to a rate
impact of about 0.12 cents/kWh.
Stack stated that in late December Congress passed a multi-year extension of the 30% federal
ITC, which, along with the passage of the state’s 50% RPS law last summer, changed the
landscape for renewable energy in California. He noted that the ITC extension undermined one
of the main drivers for issuing the RFP in 2015, and that if the City rejected the proposed PPA
staff could still issue another RFP in 2018 or 2019 and execute a PPA for a project that would
still be able to capture the 30% federal ITC.
Commissioner Schwartz asked what happens if there is too much solar being generated in the
area where this project is located and it gets curtailed, and what mitigation measures we have
to reduce congestion. Stack explained that there are typically no physical constraints on the
project delivering energy to the grid, but rather that at times when there is too much energy
being generated or too little demand for the energy the market price of the energy from the
project can go negative. In those situations the City would likely want to curtail the project’s
energy in order to avoid those negative prices, and the proposed PPA includes a provision
allowing the City to avoid paying the developer for the first 50 hours per year of curtailment
that it requests. This provision is different from the City’s other PPAs, which all require that the
City pay for all of energy that gets curtailed at its own request.
Commissioner Ballantine noted that there could actually be scenarios where there is too much
energy being generated in southern California and not enough demand for it, such that the
electricity actually does need to physically flow from southern California to northern California.
Compliance Manager Debbie Lloyd added that this issue of grid congestion and over-generation
is largely a California Independent System Operator (CAISO) market design issue. She explained
that for all of the energy consumed in Palo Alto, the City has to pay the CAISO a northern
California load price; and all of the City’s generating resources get paid by the CAISO a price
that’s specific to their locations on the grid. So congestion problems manifest themselves as
price differentials between the price the City pays for its load and the price it gets paid by the
CAISO for the energy generated by its resources.
Nicholas Bullinger, Chief Operating Officer of Hecate Energy, was in attendance at the meeting,
and Chair Foster invited him to speak. Bullinger described his company’s background, noting
that it focuses on the development of a range of different energy technologies, although it
started out focusing on natural gas-powered generation. He described the financing that the
company plans to use for the project and stated that they have partnered with other cities in
the past. He explained that they have large solar projects with the City of Los Angeles.
Utilities Advisory Commission Minutes Approved on: February 3, 2016 Page 3 of 4
Commissioner Hall asked Bullinger about the fact that permitting and CEQA review for the
project have not been completed yet, and whether there may be any issues with protected
species at the project site. Bullinger stated that the project site is on disturbed agricultural land
so it will not have any issues with protected species, and that the site has many advantages
including being located close to high voltage transmission facilities.
Commissioner Eglash asked why the City sought this contract in 2015 since it wouldn’t be online
for many years. Stack said that the primary factor that led staff to issue the RFP in 2015 was
the fact that at the time the RFP was issued the 30% federal ITC was slated to drop to 10% at
the end of 2016, and that staff was concerned that renewable energy prices would increase
significantly after that time.
Commissioner Eglash said it was worth taking a moment to review the success of the City’s RPS
program and the carbon neutral portfolio. He also appreciated the fact that staff included a
section in the report and presentation explaining the alternative to approving the project. He
noted that the price appears to be so low as to make the project unbuildable, but that he was
happy with the risk mitigation measures included in the PPA, particularly the large development
security that the developer is required to provide.
Vice Chair Cook congratulated staff on this contract. He asked if there were any provisions
included in the PPA to adjust the contract price in the event that the project’s development
costs turn out to be much higher than expected. Stack said that there are no price adjustment
mechanisms included in the PPA, and that the developer holds all of the price risk related to
development costs. He added that there are off-ramps included in the contract allowing the
City to terminate the PPA in the event the developer experiences problems getting the project
built and fails to meet the contractual deadline for starting construction.
ACTION:
Chair Foster made a motion that the UAC recommend that the City Council adopt a resolution
to:
1. Approve a Power Purchase Agreement (PPA) with Hecate Energy Palo Alto LLC
(HEPA), a Delaware limited liability company, for the acquisition of up to 75,000
Megawatt-hours (MWh) per year of energy from the Wilsona solar project (Wilsona)
over a maximum of forty years at a total cost not to exceed $101 million; and
2. Waive the application of the investment-grade credit rating requirement of Section
2.30.340(d) of the Palo Alto Municipal Code, which applies to energy companies that
do business with the City, as HEPA will provide a $5.2 million letter of credit as a
development assurance deposit, and a subsequent $2.6 million letter of credit as a
performance assurance deposit.
3. Delegate to the City Manager or his designee, the authority to execute on behalf of
the City the PPA with HEPA, the three contract term extension options available to
the City under the PPA, and any documents necessary to administer the agreements
that are consistent with the Palo Alto Municipal Code and City Council approved
policies.
Utilities Advisory Commission Minutes Approved on: February 3, 2016 Page 4 of 4
4. Waive the application of the anti-speculation requirement of Section D.1 of the
City’s Energy Risk Management Policy as it may apply to surplus electricity purchases
resulting from the City’s participation in the Wilsona PPA, due to the variability of
the City’s hydroelectric resources.
Commissioner Danaher seconded the motion. The motion carried unanimously (7-0) with Chair
Foster, Vice Chair Cook, and Commissioners Ballantine, Danaher, Eglash, Hall, and Schwartz
voting yes.
FINANCE COMMITTEE
ACTION MINUTES
Page 1 of 3
Regular Meeting
Tuesday, February 16, 2016
Chairperson Filseth called the meeting to order at 7:12 P.M. in the
Community Meeting Room, 250 Hamilton Avenue, Palo Alto, California.
Present: Filseth (Chair), Holman, Schmid, Wolbach
Absent:
Agenda Items
1.Utilities Advisory Commission Recommendation That the City Council
Adopt a Resolution to Approve a Power Purchase Agreement With
Hecate Energy Palo Alto LLC for up to 75,000 Megawatt-hours per Year
of Energy Over a Maximum of 40 Years for a Total not to Exceed
Amount of $101 Million.
MOTION: Council Member Schmid moved, seconded by Council Member
Holman to recommend the City Council adopt a Resolution to:
1.Approve a Power Purchase Agreement (PPA) with Hecate Energy
Palo Alto LLC (Wilson Solar) for up to 75,000 Megawatt-hours
(MWh) per year of energy for up to forty years at a total cost not to
exceed $101 million; and
2.Delegate to the City Manager or his designee, the authority to
execute on behalf of the City the PPA with HEPA, the three contract
term extension options available to the City under the PPA, and any
documents necessary to administer the agreements that are
consistent with the Palo Alto Municipal Code and City Council
approved policies; and
3.Waive the application of the investment-grade credit rating
requirement of Section 2.30.340(d) of the Palo Alto Municipal Code;
and
ATTACHMENT E
ACTION MINUTES
Page 2 of 3 Finance Committee Action Minutes February 16, 2016
4. Waive the application of the anti-speculation requirement of Section
D.1 of the City’s Energy Risk Management Policy as it may apply to
this PPA.
MOTION PASSED: 4-0
2. Utilities Advisory Commission Recommendation that the City Council
Adopt a Resolution to Continue the Palo Alto Clean Local Energy
Accessible Now (CLEAN) Program at the Current Contract Price of
$0.165 per kilowatt-hour for Local Solar Resources and at the Avoided
Cost Level ($0.081 to $0.082 per kilowatt-hour) for Local Non-solar Eligible Renewable Resources.
MOTION: Chair Filseth moved, seconded by Council Member Schmid to
recommend the City Council adopt a Resolution to:
1. Maintain the Palo Alto CLEAN contract price of 16.5 cents per
kilowatt-hour (kWh) for local solar resources that have already
submitted applications to the CLEAN program and reduce the
CLEAN contract price for future local solar resources to their current
avoided cost: 8.9 cents /kWh for a 20-year contract term and 9.0
cents/kWh for a 25-year contract term, and continue with a
program limit of 3 megawatts (MW); and
2. Reduce the Palo Alto CLEAN contract price for local non-solar
eligible renewable resources equal to their current avoided cost: 8.1 cents/kWh for a 20-year contract term and 8.2 cents/kWh for a 25-
year contract term, and continue with a separate program limit of 3
MW.
MOTION PASSED: 4-0
3. Commercial and Residential Impact Fee Nexus Studies and
Recommend Affordable Housing Impact Fees.
MOTION: Chair Filseth moved, seconded by Council Member Wolbach that
the Finance Committee directs Staff to revise the recommendation and bring
back an Ordinance with the objective of significantly increasing impact fees
for commercial development in order to maximize affordable housing
revenue. This includes the following considerations:
ACTION MINUTES
Page 3 of 3 Finance Committee Action Minutes February 16, 2016
1. Set the Impact Fee per square foot for office, medical and R&D at
twice the amount as residential; and
2. Consider the extent to which the City can set the Impact Fee for
office, medical and R&D somewhere between the maximum feasible
fee and maximum justified fee.
INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE
MAKER AND SECONDER to add to the Motion, “to also include the option
of either a fee or inclusionary housing, which will allow the developer to
construct units instead of paying the fee.”
MOTION PASSED: 4-0
4. Approval of Amendment to Table of Organization by Adding 1.0 FTE
Management Analyst in the Development Services Department.
MOTION: Council Member Wolbach moved, seconded by Council Member
Holman to recommend the City Council amend the Table of Organization by
adding 1.0 Full Time Employee (FTE) Management Analyst in the General
Fund, Development Services Department.
AMENDMENT: Chair Filseth moved, seconded by Council Member Schmid to
add a comment to the Finance Committee recommendation that the target
headcount for 2017 Management Professional positions remain at 217.4.
AMENDMENT FAILED: 2-2 Holman, Wolbach no
MOTION PASSED: 4-0
ADJOURNMENT: The meeting was adjourned at 10:30 P.M.
City of Palo Alto (ID # 6641)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 3/21/2016
City of Palo Alto Page 1
Council Priority: Environmental Sustainability
Summary Title: Palo Alto CLEAN Program Updates and Extension
Title: Finance Committee Recommendation to Adopt a Resolution Continuing
the Palo Alto Clean Local Energy Accessible Now (CLEAN) Program and
Decreasing the Contract Rate (1) for Solar Resources to 8.9c/kWh to
9.0c/kWh, and (2) for Non-Solar Renewable Energy Resources to 8.1c/kWh to
8.2c/kWh; and Amending Associated Program Eligibility Rules and Power
Purchase Agreement Accordingly
From: City Manager
Lead Department: Utilities
Recommended Motion (Finance Committee Recommendation)
I move that Council:
1. Adopt a resolution (Attachment A) to make the following changes and amend the Clean
Local Energy Accessible Now (Palo Alto CLEAN) Program Eligibility Rules and Regulations
accordingly:
a. Continue the Palo Alto CLEAN Program for solar energy resources, reducing the
contract price from 16.5 cents per kilowatt-hour (¢/kWh) to a contract price
equal to the avoided cost of solar energy resources of 8.9¢/kWh for a 20-year
contract, and 9.0¢/kWh for a 25-year contract term, and to continue with a
CLEAN Program limit for solar energy resources of 3 megawatts (MW);
b. Reduce the Palo Alto CLEAN program price for local non-solar eligible renewable
energy resources to the updated avoided cost of such energy (8.1¢/kWh for a
20-year contract term, or 8.2¢/kWh for a 25-year contract term), from the prior
avoided cost projection (9.3¢/kWh for a 20-year contract term, or 9.4¢/kWh for
a 25-year contract term), and continue with a separate program limit of 3 MW
specifically for local non-solar eligible renewable resources; and
City of Palo Alto Page 2
2. Approve the attached amended CLEAN program Power Purchase Agreement (PPA)
(Attachment B) to implement the recommended changes.
Recommendation
The Finance Committee unanimously (4-0) recommends that the City Council:
1. Adopt a resolution (Attachment A) to:
a. Continue the Palo Alto CLEAN Program for solar energy resources, reducing the
contract price from 16.5 cents per kilowatt-hour (¢/kWh) to a contract price
equal to the avoided cost of solar energy resources of 8.9¢/kWh for a 20-year
contract, and 9.0¢/kWh for a 25-year contract term, and to continue with a
CLEAN Program limit for solar energy resources of 3 megawatts (MW);
b. Reduce the Palo Alto CLEAN program price for local non-solar eligible renewable
energy resources to the updated avoided cost of such energy (8.1¢/kWh for a
20-year contract term, or 8.2¢/kWh for a 25-year contract term), from the prior
avoided cost projection (9.3¢/kWh for a 20-year contract term, or 9.4¢/kWh for
a 25-year contract term), and continue with a separate program limit of 3 MW
specifically for local non-solar eligible renewable resources; and
2. Approve the attached amended CLEAN program Power Purchase Agreement (PPA)
(Attachment B) to implement the recommended changes.
The attached resolution incorporates the above recommendations. The amended Palo Alto
CLEAN Eligibility Rules and Requirements, which implement the above recommendations, are
shown in Exhibit A-1 attached to the resolution. As noted above, staff also seeks approval of an
amended PPA (Attachment B), which incorporates the above recommendations.
Council has previously delegated authority to the City Manager to execute eligible agreements,
and to make additional changes to the CLEAN Program PPA that are approved by the City
Attorney’s office as may be otherwise necessary to implement the recommendations that are
approved by Council. Staff requests the same authority be extended to recommendations
approved by Council as part of this staff report.
The recommendation from the Finance Committee differs from the recommendation made by
the Utilities Advisory Committee (UAC). At its December 2015 meeting, the UAC voted
unanimously (3-0, with one commissioner abstaining and two commissioners absent) to
support staff’s initial recommendation to continue the Palo Alto CLEAN Program for solar
resources at the current 16.5¢/kWh contract price, with a program limit of 3 MW for solar
energy resources, while lowering the contract price for local non-solar eligible renewable
energy resources to the updated avoided cost of such energy.
City of Palo Alto Page 3
Executive Summary
In March 2012 the Council adopted the Palo Alto CLEAN program (also commonly referred to as
a feed-in tariff, or FIT, program). The program was designed to address the Long-term Electric
Acquisition Plan (LEAP) objective to enhance supply reliability through the pursuit of local
generation opportunities, and to complement the City of Palo Alto Utilities’ (CPAU’s) existing PV
Partners solar rebate program. Palo Alto CLEAN created an additional alternative for property
owners by enabling them to build a new solar system on their property and sell the energy to
CPAU under a long-term, fixed-rate, standardized contract rather than use the energy on site.
Though solar developers expressed interest in Palo Alto CLEAN in 2012, the initial contract price
(14 cents per kilowatt-hour (¢/kWh) for a 20-year term) proved insufficient to facilitate the
most common business model used by project developers, which involves a third-party investor
leasing roof space from a property owner. Council increased the Palo Alto CLEAN price to
16.5¢/kWh in December 2012. In May 2015, Council added a 25-year contract term option, and
expanded the program to include non-solar eligible renewable energy resources, setting their
contract prices at the avoided cost level (9.3¢/kWh for a 20-year contract or 9.4¢/kWh for a 25-
year contract).
Since the last program update in May 2015, the first CLEAN project applications have been
received. The Unitarian Universalist Church of Palo Alto submitted the program’s first
application in December 2015, for a 113 kW solar canopy project to be installed over its parking
lot. And in February 2016, Komuna Energy submitted four separate applications for projects
that will cover the rooftops of four parking garages that the company is leasing from the City
under a 25-year agreement approved in January 2016 (Staff Report 6535). Together, these five
projects will account for 42% of the total 3 MW program capacity allocated to solar resources.
Given that the avoided cost of local solar resources has continued to decline since Council’s
May 2015 decision, and given that five CLEAN project applications have now been received, the
Finance Committee recommends reducing the contract price for future local solar project
applicants from 16.5¢/kWh to the avoided cost level (which is currently estimated at 8.9¢/kWh
for a 20-year term, and 9.0¢/kWh for a 25-year term). The five projects that are already in the
CLEAN program queue will still receive the 16.5¢/kWh rate, as that was the contract price in
effect at the time they submitted their applications.
The Finance Committee’s recommendation that Council reduce the CLEAN Program price for
solar resources may have implications for a City program (the Community Solar Program)
currently under development. Should Council elect to adopt the Finance Committee
recommendation to reduce the contract price under the CLEAN Program for solar resources, it’s
possible that this initiative will need to be significantly modified or will no longer be able to
move forward.
Staff, the UAC, and the Finance Committee also recommend continuing to offer non-solar
eligible renewable energy resources a CLEAN price equal to the avoided cost of the energy
City of Palo Alto Page 4
produced by those resources, which is currently estimated at 8.1¢/kWh for a 20-year term, and
8.2¢/kWh for a 25-year term. The City has not yet received any application for non-solar
resources under the CLEAN Program.
Committee Review and Recommendation
The UAC considered staff’s recommendation at its December 2, 2015 meeting. After discussion,
the UAC voted unanimously (3-0, with one commissioner abstaining and two commissioners
absent) to support the staff recommendation to continue the CLEAN program while
maintaining the 16.5¢/kWh price offered to local solar resources and adjusting the price offered
to local non-solar eligible renewable energy resources as described above. The excerpted
minutes from the UAC’s discussion at its December 2, 2015 meeting are provided as
Attachment D.
At its February 16, 2016, meeting, the Finance Committee discussed the UAC’s and staff’s
recommendation. The Finance Committee staff report (Staff Report 6485), which contains a
detailed discussion of the CLEAN program’s background and a review of the changes in the
value of locally generated renewable energy, is provided as Attachment C. Staff described the
program’s history, including previous annual updates made to the program since its inception.
Staff also described how the value of local solar and non-solar renewable energy has declined
significantly over the past few years, and reviewed the various cost components that make up
these values.
Finance Committee members commented on the annual excess cost associated with continuing
to offer the 16.5¢/kWh rate to solar resources ($380,000 per year for 3 MW of solar resources),
noting that it is roughly equivalent to the annual cost of financing approximately $6 million in
infrastructure improvements through municipal bonds. Finance Committee members also
remarked on the dramatic difference between the proposed 16.5¢/kWh price for local solar
energy and the cost of purchasing solar energy from large-scale facilities outside the City. (At
the same meeting, the Finance Committee unanimously recommended that Council approve a
new long-term PPA for a 26 MW solar facility in Los Angeles County with a contract price of
3.676¢/kWh (Staff Report 6637); however, this price does not include the cost of transmission,
distribution system losses, or local capacity.)
After discussion, the Finance Committee voted unanimously (4-0) to recommend that the
Council adopt a resolution reducing the CLEAN program price for local solar resources to the
avoided cost of such energy (8.9¢/kWh for a 20-year contract term, or 9.0¢/kWh for a 25-year
contract term) with a 3 MW participation cap; continuing the CLEAN program for local non-
solar renewable energy resources at the updated avoided cost of such energy (8.1¢/kWh for a
20-year contract term, or 8.2¢/kWh for a 25-year contract term) and with a separate 3 MW
participation cap; and approving the amended CLEAN program PPA. The excerpted action
minutes from the Finance Committee’s discussion of the Palo Alto CLEAN program at its
February 16, 2016 meeting are provided as Attachment E.
City of Palo Alto Page 5
Resource Impact
Staff estimates the current cost of buying energy from solar resources outside of Palo Alto is
8.9¢/kWh (including transmission and capacity) for a 20-year contract, or 9.0¢/kWh for a 25-
year contract. Purchasing the energy generated by local solar projects at contract prices equal
to these avoided cost values would not impact the cost to Utility customers. On the other hand,
purchasing the output from 3 MW of local solar projects at a contract price of 16.5¢/kWh
would cost about $380,000 per year more than buying the same energy outside of Palo Alto.
This is equivalent to a 0.32% increase in the electric utility’s costs. If the program increased
costs by $380,000 per year, staff has determined that the system average electric rate would
have to increase by 0.04¢/kWh. This is equivalent to a bill impact of $1.85 per year for the
median residential customer using 410 kWh/month, or $2.80 per year for a residential
customer using 650 kWh/month.
Changing the program price offered to local, non-solar renewable energy projects is not
expected to impact the cost to the Utility since the recommended price for those projects is
equal to the value of acquiring such projects outside the City.
In addition to the energy costs described above, staff time is associated with marketing and
project review. The project review can be absorbed with existing staff over the life of the
program, and costs will be recovered through project review fees. The additional marketing will
require about 0.1 FTE of staff time and may involve an additional budget for marketing
materials, which would be requested through the annual budget process. The marketing work
will be absorbed by existing staff, but will decrease time spent on other account management
and efficiency program delivery activities.
Policy Implications
The recommendation to continue the CLEAN program supports the City’s carbon neutral
electric supply portfolio policy as well as the Long-term Electric Acquisition Plan (LEAP)
Objective to enhance supply reliability through the pursuit of local generation opportunities.
However, the recommendation to reduce the Palo Alto CLEAN contract price for solar resources
from 16.5¢/kWh to the avoided cost level of 8.9¢/kWh for a 20-year contract, or 9.0¢/kWh for a
25-year contract, represents a change in emphasis in adopted Council policy—which has
previously prioritized the additional financial and environmental benefits to increasing local
solar generation that are not captured in the avoided cost calculation.
Environmental Review
Adoption of the attached resolution is not subject to California Environmental Quality Act
(CEQA) review under California Public Resources Code section 21080(b)(8), because the price
adopted reflects the reasonable cost of the CLEAN Program’s operating expenses. Approval of
the amended CLEAN program PPA is not a project under CEQA, and therefore, no
environmental assessment is necessary.
City of Palo Alto Page 6
Attachments:
Attachment A: Resolution Continuing the Palo Alto CLEAN Program (with Exhibit A-1
Revised Program Rules) (PDF)
Attachment B: Updated Palo Alto CLEAN Power Purchase Agreement (PDF)
Attachment C: Finance Committee Staff Report 6485, CLEAN Program Update (without
attachments) (PDF)
Attachment D: Excerpted Final Minutes of the December 2, 2015 UAC Meeting (PDF)
Attachment E: Final Action Minutes of the February 16, 2016 Finance Committee
Meeting (PDF)
NOT YET APPROVED
160308 jb 6053695
Resolution No. _________
Resolution of the Council of the City of Palo Alto Decreasing the Palo Alto Clean
Local Accessible Now Program Contract Rate for Solar Resources to 8.9 ¢/kWh to
9.0 ¢/kWh and Decreasing the Contract Rate for Non-solar Renewable Energy
Resources to 8.1 ¢/kWh to 8.2 ¢/kWh Based on the Reduced Avoided Cost of
Local Renewable Energy and Amending Associated Program Rules
R E C I T A L S
A. On March 5, 2012, the City approved the Palo Alto Clean Local Energy Accessible
Now (CLEAN) Program (or feed-in tariff). Under the Palo Alto CLEAN Program, participants who
build a new solar generating system in Palo Alto may obtain a long-term, fixed-price contract
with the City to sell the energy from the system to the City’s electric utility.
B. Council extended the program beyond its original termination date of December
31, 2012 and has periodically reviewed the contract price and program cap.
C. On May 27, 2015, Council approved Resolution 9512, which continued Palo Alto
CLEAN at the contract price of 16.5 cents per kilowatt-hour (¢/kWh) for local solar resources,
added a 25-year contract term option, and expanded the program’s eligibility to local non-solar
eligible renewable energy resources, establishing contract prices of 9.3 ¢/kWh for a 20-year
term or 9.4 ¢/kWh for a 25-year term for such resources. These contract rates were set to be
equal to the then current estimated avoided cost of the energy generated by these resources.
The resolution further established separate program caps of 3 megawatts (MW) of generating
capacity for both the solar and non-solar resources.
D. In the past few months, the City has received five CLEAN Program project
applications for local solar facilities, which together will total 1.26 MW of capacity, or 42% of
the 3 MW program cap.
E. In April 2015, the City released a Request for Proposals for projects that could
deliver renewable energy to the City, and results indicate that the avoided cost of energy
generated by renewable resources has dropped since Council adopted a CLEAN Program price
for local non-solar resources in May 2015.
F. The City therefore wants to continue the CLEAN program for solar resources, but
at a reduced contract price equal to the avoided cost of the solar energy (8.9 ¢/kWh for a 20-
year term or 9.0 ¢/kWh for a 25-year term) while program parameters (including the separate 3
megawatt (MW) caps applicable to the solar and non-solar portions of the program).
Additionally, the City wants to reduce the contract prices available to local non-solar eligible
renewable resources to 8.1 ¢/kWh for a 20-year term or 8.2 ¢/kWh for a 25-year term for such
resources, which is equal to the current estimated avoided cost of energy generated by these
resources.
ATTACHMENT A
NOT YET APPROVED
160308 jb 6053695
The Council of the City of Palo Alto RESOLVES as follows:
SECTION 1. The Council adopts revised Palo Alto CLEAN Program Eligibility Rules
Requirements, set forth in Exhibit 1 attached to this Resolution.
SECTION 2. The Council authorizes the City Manager or his designee to sign contracts
for the output of one or more solar, or other non-solar eligible renewable energy resource
meeting the CLEAN Program Eligibility Rules and Requirements described in Section 1.
SECTION 3. The Council finds that the adoption of this resolution is not subject to
California Environmental Quality Act review under California Public Resources Code section
21080(b)(8), because the rate adopted reflects the reasonable cost of the CLEAN Program’s
operating expenses. Approval of the amended CLEAN Program Eligibility Rules and
Requirements attached to the Resolution as Exhibit 1 is not a project under CEQA, and
therefore, no environmental review is required.
INTRODUCED AND PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST:
___________________________ _______________________
City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
___________________________ _______________________
Senior Deputy City Attorney City Manager
___________________________
Director of Utilities
___________________________
Director of Administrative Services
PALO ALTO CLEAN (CLEAN LOCAL ENERGY ACCESSIBLE NOW)
PROGRAM ELIGIBILITY RULES AND REQUIREMENTS
Effective __________
A. PARTICIPATION ELIGIBILITY:
The Palo Alto Clean Local Energy Accessible Now Program (the “CLEAN Program”) is open to
participation by any Eligible Renewable Energy Resource, as defined in Section D.4, that
satisfies these Program Eligibility Rules and Requirements.
B. TERRITORIALITY REQUIREMENT:
In order to be eligible to participate in the CLEAN Program, an Eligible Renewable Energy
Resource must be located in and generating electricity from within the utility service area of
the City of Palo Alto.
C. PRICES AND TERM FOR ELIGIBLE RENEWABLE RESOURCES:
The following purchase price shall apply to the electricity produced by an Eligible
Renewable Energy Resource participating in the Program, except as provided in Section D.5.
Solar Energy Resources:
Contract Term Contract Price
20 years $0.089 / kWh
25 years $0.090 / kWh
Other, Non-Solar Eligible Renewable Energy Resources:
Contract Term Contract Price
20 years $0.081 / kWh
25 years $0.082 / kWh
D. ADDITIONAL RULES AND REQUIREMENTS:
1.The owner of the Eligible Renewable Energy Resource shall enter into an Eligible
Renewable Energy Resource Power Purchase Agreement (“PPA”) with the City of Palo
Alto prior to delivering energy to the City.
2. The maximum, aggregate generation capacity from all solar facilities participating in the
CLEAN Program is three (3) Megawatts (“MW”) (the “Program Capacity”, based on the
generating facility’s California Energy Commission rating, CEC-AC). Generating capacity
from non-solar, eligible renewable energy resources will not be counted towards this 3
MW cap for the solar program. Instead non-solar, local eligible renewable energy
resources will be subject to a 3 MW cap of their own.
3.An application for participation in the CLEAN Program to sell output to the City (the
“Application”) may be submitted at any time. Applications will be considered in the
EXHIBIT I
PALO ALTO CLEAN (CLEAN LOCAL ENERGY ACCESSIBLE NOW)
PROGRAM ELIGIBILITY RULES AND REQUIREMENTS
Effective __________
order received.
4.Eligible Renewable Energy Resource means an electric generating facility that: (a) is
defined and qualifies as an “eligible renewable energy resource” under California Public
Utilities Code Section 399.12(e) and California Public Resources Code Section 25471,
respectively, as amended; and (b) meets the territoriality requirement set forth in
Section B.
5.The California Energy Commission’s (“CEC”) certification of the Eligible Renewable
Energy Resource shall be required within six (6) months of the commercial operation
date of the generating facility; the facility’s owner shall provide written notice of the
CEC’s certification to the City within ten (10) business days of receipt of said
certification. If the City agrees, in its sole discretion, to take delivery of the generating
facility’s electricity prior to the CEC’s certification, then, as the facility’s electricity
cannot be considered in fulfillment of the City’s RPS requirements, the price that the
City will pay for the generating facility’s electricity (the “Pre-Certification Price”) will be
set to $0.076 per kWh (for a 20-year contract term) or $0.08 per kWh (for a 25-year
contract term), based on the estimated levelized cost of brown power over a 20-year or
25-year period, respectively. Upon the CEC’s certification of the generating facility and
the provision of notice of such certification to the City in accordance with this section,
the City will pay the Price set forth in Section C of these CLEAN Program Rules and
Requirements and the PPA (collectively referred to as the “Contract Price”) for the
generating facility’s electricity delivered on and after the date of the CEC’s certification.
The City will, in its sole discretion, “true-up”, as appropriate, the difference between the
Contract Price and the Pre-Certification Price for any electricity received and paid for by
the City, effective as of the date of certification of the Eligible Renewable Energy
Resource.
6.If an Eligible Renewable Energy Resource is authorized to participate in the CLEAN
Program, then that Resource shall not be entitled to receive any rebate or other
incentive from the City’s Photovoltaic (PV) Partners Program or any other similar
incentive program funded by the City’s ratepayers. To the extent any rebate or
incentive is paid to the owner of the Resource, that rebate or incentive shall be
disgorged and refunded to the City upon 30 days’ notice, if the Eligible Renewable
Energy Resource continues to participate in the CLEAN Program. If a rebate or an
incentive has been paid to the Eligible Renewable Energy Resource, then that Resource
shall be ineligible to participate in the CLEAN Program.
7.All electricity generated by the Eligible Renewable Energy Resource shall be delivered
only to the City. No portion of the electricity may be used to offset any load of the
generating facility (other than incidental loads associated with operating the generating
facility).
8.A metering and administration fee will be charged to each Eligible Renewable Energy
PALO ALTO CLEAN (CLEAN LOCAL ENERGY ACCESSIBLE NOW)
PROGRAM ELIGIBILITY RULES AND REQUIREMENTS
Effective __________
Resource that participates in the CLEAN Program. See Utilities Rate Schedule E-15
(Electric Service Connection Fees).
040914 jrm 0180042 1
POWER PURCHASE AGREEMENT
ELIGIBLE RENEWABLE ENERGY RESOURCE
(Palo Alto Clean Local Energy Accessible Now Program)
This Power Purchase Agreement - Eligible Renewable Energy Resource, dated, for convenience,
, 20 (the “Effective Date”), is entered into by and between the CITY OF PALO
ALTO, a California chartered municipal corporation, and ,
a corporation (individually, a “Party” and, collectively, the “Parties”).
RECITALS
1.The Buyer has adopted and implemented its CLEAN Program, which allows an owner of a
qualifying electric generation system to sell to the Buyer the power output of a small-scale distributed
generation Eligible Renewable Energy Resource, subject to the CLEAN Program’s rules and requirements.
2.The Seller owns or operates and desires to interconnect its Facility in parallel with Buyer’s
Distribution System and sell the Energy produced by its Facility, net of Station Service Load, directly to the
Buyer in furtherance of the CLEAN Program.
3.The Parties do not intend this Agreement to constitute an agreement by the Buyer to provide
retail electrical service to the Seller.
4.The Parties wish to enter into a power purchase agreement for the sale and purchase of the
Output of the Facility. The Parties will enter into a separate “Interconnection Agreement” in connection
with this Agreement.
NOW THEREFORE, in consideration of the foregoing recitals and the following covenants,
terms and conditions, the Parties agree, as follows:
AGREEMENT
1.1 DEFINITIONS
The initially capitalized terms, whenever used in this Agreement, have the meanings set forth
below, unless they are otherwise herein defined. The terms “include,” “includes,” and “including,” when
used in this Agreement, shall mean, respectively, “include, without limitation,“ “includes, without
limitation” and “including, without limitation.”
“Agreement” means this Power Purchase Agreement – Eligible Renewable Energy Resource between the
Buyer and the Seller.
“Business Day” means any day except a Saturday, Sunday, or a day that the City observes as a regular
holiday under Palo Alto Municipal Code section 2.08.100(a).
“Buyer” refers to the City of Palo Alto, California, with a principal place of business at 250 Hamilton
Avenue, Palo Alto, California 94301.
“Buyer’s Distribution System” means the wires, transformers, and related equipment used by the Buyer to
deliver electric power to the Buyer’s retail customers, typically at sub-transmission level voltages or lower.
“CAISO” means the California Independent System Operator Corporation, or successor entity.
“CAISO Tariff” means the CAISO FERC Electric Tariff, as amended.
“Capacity” means the ability of a generator at any given time to produce Energy at a specified rate, as
ATTACHMENT B
040914 jrm 0180042 2
measured in megawatts (“MW”) or kilowatts (“kW”), and any reporting rights associated with it.
“Capacity Attributes” means any current or future defined characteristic, certificate, tag, credit, or
ancillary service attribute, whether general in nature or specific as to the location or any other attribute of
the Facility, intended to value any aspect of the Contract Capacity of the Facility to produce Energy or
ancillary services, including contributions towards Resource Adequacy (including those requirements
defined in Section 40 of the CAISO Tariff) or reserve requirements (if any), and any other reliability or
power attributes.
“CEC” means the California Energy Resources Conservation and Development Commission, or successor
agency.
“Certificate of RPS Eligibility” means a certificate issued by the CEC as evidence of RPS Certification of
the Facility.
“City” means the government of the City of Palo Alto, California.
“CLEAN Program” refers to the Palo Alto Clean Local Energy Accessible Now Program, a renewable
energy program established by the City by adoption of resolution number , dated , of the
Palo Alto City Council, whereby the Buyer will purchase from the Seller the Output of Eligible Renewable
Energy Resources that meet specified criteria set forth in the City’s applicable ordinances and resolutions.
“Commercial Operation” means the period of operation of the Facility, once the Commercial Operation
Date has occurred.
“Commercial Operation Date” means the date specified in the Commercial Operation Date Confirmation
Letter, which the Parties execute and exchange in accordance with this Agreement.
“Contract Capacity” means the installed electrical Capacity available upon the Commercial Operation
Date of the Facility in an amount, as specified in Exhibit “PPA-A.” “Contract Capacity” is measured at the
Buyer’s revenue meter at the Delivery Point and is net of any Station Service Loads, any applicable Facility
step-up transformer losses, and distribution losses on Buyer’s Distribution System up to the Delivery Point.
“Contract Price” means the price paid by the Buyer to the Seller for the Output generated at the Facility
and received by the Buyer, as set forth in Exhibit “PPA-A.”
“CPUC” means the California Public Utilities Commission, or successor agency.
“Delivery Point” means the point of interconnection to Buyer’s Distribution System, where the Buyer
accepts title to the Output.
“Delivery Term” has the meaning set forth in Section 14.2 hereof.
“Eligible Renewable Energy Resource” means an electric generating facility that is defined and qualified
as an “eligible renewable energy resource” under California Public Utilities Code Section 399.12(e) and
California Public Resources Code Section 25471, respectively, as amended.
“Energy” means electrical energy generated from the Facility and delivered to Buyer’s Distribution System
with the voltage and quality required by the Buyer, and measured in megawatt-hours (“MWh”) or kilowatt-
hours (“kWh”), as metered at the Delivery Point.
“Facility” means the qualifying renewable energy generation equipment and associated power conditioning
and interconnection equipment that deliver the Output to the Buyer at the Delivery Point.
“FERC” means the Federal Energy Regulatory Commission, or successor agency.
040914 jrm 0180042 3
“Forced Outage” means an unplanned outage of one or more of the Facility’s components that results in a
reduction of the ability of the Facility to produce Capacity.
“Force Majeure” means an event or circumstance, which prevents a Party from performing its obligations
under this Agreement, and which is not in the reasonable control of, or the result of negligence of, the Party
claiming Force Majeure, and which by the exercise of due diligence is unable to overcome or cause to be
avoided. “Force Majeure” shall include: (a) An act of nature, riot, insurrection, war, explosion, labor
dispute, fire, flood, earthquake, storm, lightning, tidal wave, backwater caused by flood, act of the public
enemy, terrorism, or epidemic; (b) Interruption of transmission or generation services as a result of a
physical emergency condition (and not congestion-related or economic curtailment) not caused by the fault
or negligence of the Party claiming Force Majeure and reasonably relied upon and without a reasonable
source of substitution to make or receive deliveries hereunder, civil disturbances, strike, labor disturbances,
labor or material shortage, national emergency, restraint by court order or other public authority or
governmental agency, actions taken to limit the extent of disturbances on the electrical grid; or (c) Other
similar causes beyond the control of the Party affected, which causes such Party could not have avoided by
the exercise of due diligence and reasonable care. A Party's financial incapacity, the Seller’s ability to sell
the Output at a more favorable price or under more favorable conditions, or the Buyer’s ability to acquire
the Output at a more favorable price or under more favorable conditions or other economic reasons shall
not constitute an event of Force Majeure. “Force Majeure” does not include a Forced Outage to the extent
such event is not caused or exacerbated by an event of Force Majeure, as described above, and does not
include the Seller’s inability to obtain financing, permits, or other equipment and instruments necessary to
plan for, construct, or operate the Facility.
“Good Utility Practice” means those practices, methods and acts that would be implemented and followed
by prudent operators of electric energy generating facilities in the western United States, similar to the
Facility, during the relevant time period, which practices, methods and acts, in the exercise of prudent and
responsible professional judgment in the light of the facts known at the time the decision was made, could
reasonably have been expected to accomplish the desired result consistent with good business practices,
reliability, and safety. The Seller acknowledges that its use of Good Utility Practice does not exempt it
from performing any of its obligations arising under this Agreement. “Good Utility Practice” includes, at a
minimum, those professionally responsible practices, methods and acts described in the preceding
paragraph that comply with manufacturers’ warranties, restrictions in this Agreement, the interconnection
requirements of Buyer, the requirements of governmental authorities, and WECC and NERC standards.
“Good Utility Practice” also includes the taking of reasonable steps to ensure that:
(a) Equipment, materials, resources, and supplies, including spare parts inventories, are available
to meet the Facility’s needs;
(b) Sufficient operating personnel are available at all times and are adequately experienced and
trained and licensed as necessary to operate the Facility properly and efficiently, and are capable
of responding to reasonably foreseeable emergency conditions at the Facility and emergencies
whether caused by events on or off the Facility’s site;
(c) Preventive, routine, and non-routine maintenance and repairs are performed on a basis that
ensures reliable, long-term and safe operation of the Facility, and are performed by
knowledgeable, trained, and experienced personnel utilizing proper equipment and tools;
(d) Appropriate monitoring and testing are performed to ensure equipment is functioning as
designed; and
(e) Equipment is not operated in a reckless manner, in violation of manufacturer’s guidelines or in
a manner unsafe to workers, the general public, or the connecting utility’s electric system or
contrary to environmental laws, permits or regulations or without regard to defined limitations
such as, flood conditions, safety inspection requirements, operating voltage, current, volt ampere
reactive (VAR) loading, frequency, rotational speed, polarity, synchronization, and control system
limits; and equipment and components are designed and manufactured to meet or exceed the
standard of durability that is generally used for electric energy generating facilities operating in the
western United States and will function properly over the full range of ambient temperature and
weather conditions reasonably expected to occur at the Facility site and under both normal and
emergency conditions.
040914 jrm 0180042 4
“Green Attributes” refers to the definition set forth in the Standard Terms and Conditions, Appendix A-2,
as amended, Decision D.07-02-011, as modified by D.07-05-057, of the CPUC, which incorporates the
definition of “Environmental Attributes” set forth in the Standard Terms and Conditions, Appendix A-1, as
amended, D. 04-06-014. “Green Attributes” includes any and all credits, benefits, emissions reductions,
environmental air quality credits, offsets, and allowances, howsoever entitled, attributable to the generation
from the Facility, and its displacement of conventional energy generation, whether existing now or arising
in the future. “Green Attributes” includes RECs, as well as (1) any avoided emissions of pollutants to the
air, soil or water, such as sulfur oxides (“SOx”), nitrogen oxides (“NOx”), carbon monoxide (“CO”) and
other pollutants; (2) any avoided emissions of carbon dioxide (“CO2”), methane (“CH4”), nitrous oxide,
hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride, and other greenhouse gases (“GHGs”) that have
been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law,
to contribute to the actual or potential threat of altering the Earth’s climate by trapping heat in the
atmosphere; and (3) the reporting rights to these avoided emissions such as Green Tag Reporting Rights
and RECs. “Green Tag Reporting Rights” are the right of a Green Tag Purchaser to report the ownership
of accumulated Green Tags in compliance with federal or state law, if applicable, and to a federal or state
agency or any other party at the Green Tag Purchaser’s discretion, and include those Green Tag Reporting
Rights accruing under Section 1605(b) of the Energy Policy Act of 1992 and any present or future federal,
state, or local law, regulation or bill, and international or foreign emissions trading program. Green Tags
are accumulated on a kWh basis and one Green Tag represents the Green Attributes associated with one (1)
MWh of Energy. “Green Attributes” do not include (i) any Energy, Capacity, reliability, or other power
attributes of the Facility, (ii) production or investment tax credits associated with the construction or
operation of the Facility and other financial incentives in the form of credits, grants, reductions, or
allowances associated with the Facility that are applicable to a state or federal income taxation obligation,
(iii) fuel-related subsidies or “tipping fees” that may be paid to Seller to accept certain fuels, or local
subsidies received by the generator for the destruction of particular pre-existing pollutants or the promotion
of local environmental benefits, or (iv) emission reduction credits encumbered, used or created by the
Facility for compliance with or sale under local, state, or federal operating and/or air quality permits or
programs. If the Facility is a biomass or landfill facility and the Seller receives any tradable Green
Attributes based on the Facility’s greenhouse gas reduction benefits or other emission offsets attributed to
its fuel usage, the Seller shall provide the Buyer with sufficient Green Attributes to ensure that there are
zero net emissions associated with the production of electricity from the Facility. “Green Attributes”
includes any other environmental credits or benefits recognized in the future and attributable to Energy
generated by the Facility during the Term that may not be represented by Green Tag Reporting Rights or
RECs, unless otherwise excluded herein. Any Green Attributes provided under this Agreement shall be
documented by RECs, or any other representation of the environmental benefits of the Output, the monthly
cumulative total of which shall be provided to the Buyer, as specified herein.
“Interconnection Agreement” refers to the agreement between the Buyer and the Seller, specific to the
interconnection of the Facility to Buyer’s Distribution System.
“NERC” means the North American Electric Reliability Corporation, or successor organization.
“NCPA” means Northern California Power Agency, a California joint action agency, or successor agency.
“Output” means all Capacity associated with Contract Capacity and associated Energy made available
from the Facility, as well as any Capacity Attributes, Green Attributes, or other attributes existing now or in
the future associated with Contract Capacity and/or associated Energy. “Output” does not include
production or investment tax credits associated with the construction or operation of the Facility and other
financial incentives in the form of credits, grants, reductions, or allowances associated with the Facility that
are applicable to a state or federal income taxation obligation.
“Planned Outage” means an outage, scheduled in advance, of one or more of the Facility’s components
that results in a reduction of the ability of the Facility to produce Capacity.
040914 jrm 0180042 5
“Pre-Certification Price” means the contract price to be paid for all Energy delivered to the Buyer prior to
the RPS Certification Date, as specified in Exhibit “PPA-A”.
“Renewable Energy Credit” or “REC” has the meaning set forth in Section 399.12(h)(1) and (2) of the
California Public Utilities Code, and includes a certificate of proof that one unit of electricity was generated
by an Eligible Renewable Energy Resource. Currently, RECs are used to convey all Green Attributes
associated with electricity production by a renewable energy resource. RECs are accumulated on a kWh
basis and one REC represents the Green Attributes associated with the generation of 1 MWh (1,000 kWhs)
from the Facility. For purposes of this Agreement, the term REC shall be synonymous with the term Green
Tag, green ticket, bundled or unbundled renewable energy credit, tradable renewable energy certificates, or
any other term used to describe the documentation that evidences the renewable and Green Attributes
associated with electricity production by an Eligible Renewable Energy Resource.
“Renewables Portfolio Standard” or “RPS” means the standard adopted by the State of California
pursuant to Senate Bill 2 1st Extraordinary Session (SBX1 2, Chapter 1, Statutes 2011-12), and California
Public Utilities Code Sections 399.11through 399.31, inclusive, as may be amended, setting minimum
renewable energy targets for local publicly owned electric utilities.
“Reservation Deposit” means the monetary deposit submitted by the Seller (or the Facility sponsor on
behalf of the Seller) to secure a reservation of the CLEAN Program’s prices. The Reservation Deposit is
set forth in Exhibit “PPA-A.”
“Resource Adequacy” means a requirement by a governmental authority or in accordance with its FERC-
approved tariff, or a policy approved by a local regulatory authority, that is binding upon either Party and
that requires that Party to procure a certain amount of electric generating capacity.
“RPS Certification” means certification by the CEC that the Facility qualifies as an Eligible Renewable
Energy Resource for RPS purposes, and that all Energy produced by the Facility qualifies as generation
from an Eligible Renewable Energy Resource, as evidenced by a Certificate of RPS Eligibility.
“RPS Certification Date” means the date on which the RPS Certification begins, as specified in the
Certificate of RPS Eligibility.
“Seller” means with a principal place of business at
, , .
“Station Service Load” means the electrical loads associated with the operation and maintenance of the
Facility, which may at times be supplied from the Facility’s Energy.
“Term” has the meaning set forth in Section 14.1 hereof.
“WECC” means the Western Electricity Coordinating Council, the regional entity responsible for
coordinating and promoting regional bulk electric system reliability in the Western Canada and the United
States, or any successor organization.
2.0 SELLER’S GENERATING FACILITY, PURCHASE PRICE AND PAYMENT
2.1 Facility. This Agreement governs the Buyer’s purchase of the Output from the Facility,
as described in Exhibit “PPA-A.” The Seller shall not modify the Facility to increase or decrease the
Contract Capacity after the Commercial Operation Date.
2.2 Products Purchased. During the Delivery Term, the Seller shall sell and deliver, or cause
to be delivered, and the Buyer shall purchase and receive, or cause to be received, the Output from the
Facility. The Seller shall not have the right to procure the Output from sources other than the Facility for
sale or delivery to the Buyer under this Agreement or to substitute the Output.
040914 jrm 0180042 6
2.3 Delivery Term. The Delivery Term shall commence on the Commercial Operation Date under this
Agreement, and shall continue for an uninterrupted period of twenty (20) years. This period will commence
on the first day of the calendar month immediately following the Commercial Operation Date. As evidence
of the Commercial Operation Date, the Parties shall execute and exchange the “Commercial Operation
Date Confirmation Letter,” attached hereto as Exhibit “PPA-B.” The Commercial Operation Date shall be
the date on which the Parties acknowledge, in writing, that the Facility starts operating and is otherwise in
compliance with applicable interconnection and system protection requirements, including the final
approvals by the City’s building department official.
2.4 Payment for Products Purchased.
2.4.1 Deliveries Prior to RPS Certification Date. Once the Facility has achieved
Commercial Operation, if the CEC has not issued a Certificate of RPS Eligibility for the Facility
or the Facility has not been registered with the appropriate entity for the tracking of Green
Attributes, the Buyer will pay the Seller for the Output by multiplying the Pre-Certification Price
by the quantity of Energy.
2.4.2 Deliveries After RPS Certification Date. Once the Facility has achieved
Commercial Operation, the CEC has issued a Certificate of RPS Eligibility for the Facility, and
the Facility has been registered with the appropriate entity for the tracking of Green Attributes, the
Buyer shall pay the Seller for all Output on or after the RPS Certification Date by multiplying the
Contract Price by the quantity of Energy.
2.4.3 True-up Upon Issuance of Certificate of RPS Eligibility. Once the Facility has
achieved Commercial Operation, the CEC has issued a Certificate of RPS Eligibility for the
Facility, and the Facility has been registered with the appropriate entity for the tracking of Green
Attributes, the Buyer will pay the Seller an amount equal to the difference between the Contract
Price and the Pre-Certification Price for the Output (a) that was delivered on or after the RPS
Certification Date and (b) for which the Seller has already received payment at the Pre-
Certification Energy Price.
2.4.4 Energy in Excess of Contract Capacity. The Seller shall not receive payment for
any Energy or Green Attributes delivered in any hour to the Buyer in excess of the following
amount of energy (in kilowatt-hours): 110% of the Contract Capacity (in kilowatts) multiplied by
one hour. Any payment in excess of this amount shall be refunded to the Buyer, on demand.
2.5 Billing. The Buyer shall pay the Seller by check or electronic funds transfer, on a
monthly basis, within thirty (30) days of the meter reading date.
2.6 Title and Risk of Loss. Title to and risk of loss related to the Output shall be transferred
from the Seller to the Buyer at the Delivery Point. The Seller warrants that it will deliver to the Buyer the
Output free and clear of all liens, security interests, claims, encumbrances or any interest therein or thereto
by any person, arising prior to the Delivery Point.
2.7 No Additional Incentives. The Seller warrants that it has not received any other
incentives funded by the Buyer’s ratepayers and it further agrees that, during the Term, it shall not seek
additional compensation or other benefits from the Buyer pursuant to the following programs of the Buyer:
(a) Photovoltaic (PV) Partners Program; (b) Power from Local Ultra-Clean Generation Incentive (PLUG-
In) Program; or (c) other similar programs that are or may be funded by the Buyer’s ratepayers.
040914 jrm 0180042 7
3.0 RPS CERTIFICATION; GREEN ATTRIBUTES
3.1 CEC Certification. The Seller, at its own cost and expense, shall obtain the RPS
Certification within six (6) months of the Commercial Operation Date. The Seller shall maintain the RPS
Certification at all times during the Delivery Term. The foregoing provision notwithstanding, the Seller
shall not be in breach of this Agreement and the Buyer shall not have the right to terminate this Agreement,
if the Seller’s failure to obtain or maintain the RPS Certification is due to a change in California law,
occurring after the Commercial Operation Date, so long as the Seller has used commercially reasonable
efforts to obtain and maintain the RPS Certification and the Seller’s actions or omissions did not contribute
to its inability to obtain and maintain the RPS Certification.
3.2 Obligation to Deliver Green Attributes. The Seller shall sell and deliver to the Buyer, and
the Buyer shall buy and receive from the Seller, all right, title, and interest in and to Green Attributes
associated with Energy, produced by the Facility and delivered to the Buyer at the Delivery Point, whether
now existing or that hereafter come into existence during the Term, except as otherwise excluded herein;
provided, the Buyer shall not be obligated to purchase and pay the Seller for any Green Attributes
associated with any amount of the Output, that is generated by any fuel which is not renewable and which
cannot be counted for the purpose of the production of Green Attributes. The Seller agrees to sell and make
all such Green Attributes available to the Buyer to the fullest extent allowed by applicable law, in
accordance with the terms and conditions of this Agreement. The Seller warrants that the Green Attributes
provided under this Agreement to the Buyer shall be free and clear of all liens, security interests, claims
and encumbrances.
3.3 Conveyance of Green Attributes. The Seller shall provide Green Attributes associated
with the Facility, which shall be documented and conveyed to the Buyer in accordance with the procedure
described in Exhibit “PPA-D.”
3.4 Additional Evidence of Green Attributes Conveyance. At the Buyer’s request, the Seller
shall provide additional reasonable evidence to the Buyer or to third parties of the Buyer’s right, title, and
interest in the Green Attributes and any other information with respect to Green Attributes, as may be
requested by the Buyer.
3.5 Modification of Green Attributes Conveyance Procedure. The Buyer may unilaterally
modify Exhibit “PPA-D” in order to reflect changes necessary in the Green Attributes conveyance
procedures, so that the Buyer may be able to receive and report the Green Attributes, purchased under this
Agreement, as belonging to the Buyer.
3.6 Reporting of Ownership of Green Attributes. The Seller shall not report to any person or
entity that the Green Attributes sold and conveyed to the Buyer belong to any person other than the Buyer.
The Buyer may report under any applicable program that Green Attributes purchased by the Buyer
hereunder belong to it.
3.7 Greenhouse Gas Emissions. The Seller shall comply with any laws and/or regulations
regarding the need to offset emissions of GHGs by delivering to the Buyer the Energy from the Facility
with a net zero GHG impact.
4.0 CONVEYANCE OF CAPACITY ATTRIBUTES
4.1 Conveyance of Resource Adequacy Capacity. The Seller shall not report to any person or
entity that the Resource Adequacy Capacity, as defined in the CAISO Tariff) associated with the Facility,
if any, belongs to a person other than the Buyer, which may report that Resource Adequacy Capacity
purchased hereunder belongs to it to fulfill the Resource Adequacy requirements, as defined in Section 40
of the CAISO Tariff, as amended, or any successor program. The Seller shall take those actions described
in Section 6.0 hereof, as applicable, to secure recognition of Resource Adequacy Capacity by the CAISO.
4.2 Conveyance of Other Capacity Attributes. In addition to the obligations imposed on the
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Seller under Section 4.1, the Seller will undertake any and all actions reasonably needed to enable the
Buyer to effect the recognition and transfer of any Capacity Attributes in addition Resource Adequacy, to
the extent that such Capacity Attributes exist now or will exist in the future; provided, if such actions
require any actions beyond the giving of notice by the Seller, then the Buyer shall reimburse all out-of-
pocket costs and charges of such actions.
4.3 Reporting of Ownership of Capacity Attributes. The Seller shall not report to any person
or entity that the Capacity Attributes sold and conveyed to the Buyer belong to any person other than the
Buyer. The Buyer may report under any such program that such Capacity Attributes purchased hereunder
belong to it.
5.0 METERING AND OPERATIONS
5.1 Timing of Outages. The Seller may not schedule or take any Planned Outage from 12:00
p.m. through 7:00 p.m. Pacific Time during the months of June through October.
5.2 Outage Reporting.
5.2.1 Buyer Request. The Seller is not required to report any Planned Outage or Forced
Outage, unless the Buyer first submits a written request to the Seller to commence Outage
reporting. Upon receipt of such a request, the Seller shall report all subsequent Planned Outages
and the Forced Outages according to the procedures described in subsections 5.2.2 and 5.2.3, and
shall continue such reporting until (a) the termination of this Agreement for any reason, or (b) the
Buyer subsequently provides written notice to the Seller that the Seller may cease such reporting
in the future.
5.2.2 Planned Outage Notifications. The Seller shall notify the Buyer at least 72 hours in
advance of any Planned Outage that would result in a reduction in the effective Output of the
Facility during the period over which the Planned Outage is scheduled. Notification shall be
provided by e-mail to the e-mail address (or addresses) set forth in Exhibit “PPA-F.”
5.2.3 Forced Outage Notifications. Within 24 hours of the occurrence of a Forced
Outage of the Facility that impacts the ability of the Facility to produce Energy, the Seller shall
notify the Buyer of the Forced Outage, including the Capacity of the Facility that is impacted, and
the expected duration of the Forced Outage. Within 24 hours of the return of the Facility to service
following the Forced Outage, the Seller shall notify the Buyer of the return-to-service details.
Notification shall be made by e-mail to the address (or addresses) set forth in Exhibit “PPA-F.”
5.3 Metering. The Buyer shall furnish and install one or more standard watt-hour meters to
read Energy generated by the Facility, and it will charge a meter fee to the Seller to cover the costs
associated with the meter’s purchase and installation. As requested, the Seller shall provide and install a
meter socket in accordance with the Buyer’s metering standards. The Buyer reserves the right to install
additional metering equipment at its sole cost and expense.
6.0 PARTICIPATING GENERATORS
6.1 Applicability. This Section 6.0 shall apply if the Facility meets the definition of a
“Participating Generator,” as may be defined by the CAISO Tariff. This Section 6.0 shall not apply if the
definition applies to the Facility only upon the election by the Seller. For the purposes of this Section 6.0,
all special terms not otherwise defined in Section 1.0 are defined in the CAISO Tariff.
6.2 Participating Generator Agreement. The Buyer will notify the CAISO of the Seller’s
interconnection to Buyer’s Distribution System. If the CAISO requires it, the Seller, at its own expense,
shall negotiate and enter in to two contracts, a “Participating Generator Agreement” and a “Meter Services
Agreement for CAISO Metered Entities,” with the CAISO.
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6.3 Scheduling Coordination. If the CAISO requires the Seller to enter in to a Participating
Generator Agreement, then the Seller shall designate NCPA as the Buyer’s scheduling coordinator. The
Buyer, acting in its sole discretion, may replace NCPA as the scheduling coordinator for the Facility. If
NCPA ceases to be the scheduling coordinator for the Facility and the Buyer has not, upon fourteen (14)
days’ prior written notice of inquiry from the Seller, appointed a replacement scheduling coordinator, then
the Seller shall have the right to appoint a replacement scheduling coordinator on the Buyer’s behalf.
Thereafter, the Buyer shall enter into all reasonable and appropriate agreements with such replacement
scheduling coordinator at its own costs.
6.4 Scheduling Procedure. The Buyer may require the Seller to provide the Buyer with
Energy forecasts on a periodic basis, as may be necessary for the Buyer to account for expected Facility
generation in its daily power scheduling process. The requirements are set forth in Exhibit “PPA-C.”
6.5 Modification of Scheduling and Outage Notification Procedure. The Buyer may
unilaterally modify Exhibit “PPA-C” to reflect changes necessary in the scheduling and Outage notification
procedures. The Buyer shall give the Seller reasonable notice of any such changes.
6.6 Provision of Other Equipment. If the Seller is required to enter into a Participating
Generator Agreement with the CAISO, then the Seller, at its own cost and expense, shall provide and
maintain data transmission-grade phone line and telecommunications equipment at the meter location that
complies with applicable requirements of the CAISO, the Buyer, and NCPA. Any meter installed by the
Seller shall comply at all times with the CAISO’s metering requirements. If the Seller fails to provide or
maintain any such required equipment or data connection, then the Buyer shall acquire, install and maintain
the same at the Seller’s sole cost and expense.
6.7 Designation as Resource Adequacy Resource. The Buyer may submit a written request
to the Seller to obtain the CAISO’s designation of the Facility as a Resource Adequacy Resource. Upon
receipt of such request, the Seller shall provide such information and undertake such steps as may be
required by the CAISO in order to complete such an assessment. If the Buyer makes such a request, then
the Buyer shall be responsible for the following: (1) any costs charged to the Seller by the CAISO as a
condition of applying for or receiving designation as a Resource Adequacy Resource, including any
deposits required during the study process or the cost of any related studies or deliverability assessments
performed by the CAISO; (2) the capital, installation, and maintenance costs of any additional equipment
required by the CAISO as a condition of receiving designation as a Resource Adequacy Resource; (3) the
costs of any Network Upgrades, as defined in the CAISO Tariff, as may be required by the CAISO,
provided, the Buyer shall receive any subsequent repayments from the CAISO or the Participating
Transmission Owner related to such upgrades; and (4) any charges or penalties assessed by the CAISO as a
consequence of the Facility’s designation as a Resource Adequacy Resource.
6.8 CAISO Charges. The Buyer shall be solely responsible for paying all costs and charges
associated with the receipt of Energy under this Agreement, at the Delivery Point, and for the transmission
and delivery of Energy from the Delivery Point to any other point downstream of the Delivery Point,
including transmission costs and charges, competition transition charges, applicable control area service
charges, transmission congestion charges, inadvertent energy flows, any other CAISO charges related to
the transmission of such Energy by the CAISO and any charge assessed or collected in the future pursuant
to any utility tariff or rate schedule, however defined, for transmission or transmission-related service
rendered by or for any transmission-owning or operating entity. The Seller will undertake any and all
actions reasonably needed to allow the Buyer to comply with any obligations, and minimize any potential
liability, under the CAISO tariff. If and to the extent that the Seller fails to comply with the notice
provision in Exhibit “PPA-C,” concerning Outages, or with its obligations as outlined in the previous
sentence, the Seller shall be wholly responsible for all imbalances, deviations, or any other CAISO charges
or penalties associated with such Outage or other CAISO Tariff obligation.
6.9 Inclusion in Metered Subsystem. At the option of the Buyer, the Facility may be
included within NCPA’s metered sub-system in connection with the scheduling of power over the CAISO
grid and related functions; provided, however, that such inclusion shall have no adverse effect on the
Facility’s operations or the Seller (or any such effect shall be fully mitigated by the Buyer). The Seller will
undertake any and all actions reasonably needed to allow the Buyer to comply with any obligations, and
040914 jrm 0180042 10
minimize any potential liability, under the CAISO Tariff; provided, that if such actions require any actions
beyond the giving of notice to be provided by the Buyer, then the Buyer shall reimburse the Seller for all
out-of-pocket costs and charges of such actions.
7.0 COMMERCIAL OPERATION DATE; REFUND OF RESERVATION DEPOSIT
7.1 Commercial Operation Date. The Facility shall achieve Commercial Operation by the
Commercial Operation Date deadline (the “Deadline”), which is one (1) year from the Effective Date.
7.2 Reservation Deposit. The Buyer acknowledges that, as of the Effective Date or other
date established by the Buyer, the Seller has provided the Reservation Deposit to the Buyer.
7.2.1 If the Commercial Operation Date occurs on or prior to the Deadline, the Buyer
shall refund to the Seller the Reservation Deposit without interest.
7.2.2 If the Commercial Operation Date commences within seventy (70) days of the
Deadline, the Seller, as liquidated damages and not as a penalty, shall relinquish its claim to a ten
percent (10%) portion of the amount of the Reservation Deposit for every full week transpiring
between the Deadline and the Commercial Operation Date, but the total amount to be relinquished
to the Buyer shall not exceed 100% of the Reservation Deposit.
7.2.3 If the Facility has not achieved Commercial Operation within seventy (70) days of
the Deadline, then the Buyer may terminate this Agreement without liability of either Party to the
other Party by giving written notice of termination to the Seller.
7.2.4 If the Seller gives notice of termination to terminate the Agreement before
Commercial Operation occurs, then the Buyer shall refund a percentage of the Reservation
Deposit equal to the following: the percentage to be refunded will equal A/B, where A equals the
number of days between the date of the Seller’s notice of termination, received by the Buyer, and
the Deadline, and B equals the number of days between the Effective Date and the Deadline.
7.3 Return of Reservation Deposit. The Buyer shall return to the Seller the Reservation
Deposit, without interest, in the event that (a) the Buyer furnishes written notice of the costs of
interconnection (defined in the Interconnection Agreement to include the costs related to the
Interconnection Facilities and Distribution Upgrades) to the Seller and (b) within thirty (30) days of receipt
of the notice regarding costs of interconnection, the Seller provides the Buyer with written notice that the
Seller does not intend to sign the Interconnection Agreement and does intend to proceed with the project.
8.0 REPRESENTATION AND WARRANTIES; COVENANTS
8.1 Representations and Warranties. On the Effective Date, each Party represents and
warrants to the other Party that:
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8.1.1 It is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its formation;
8.1.2 The execution, delivery and performance of this Agreement is within its powers,
have been duly authorized by all necessary action and do not violate any of the terms and
conditions in its governing documents, any contracts to which it is a party or any law, rule,
regulation, order or the like applicable to it;
8.1.3 This Agreement and each other document executed and delivered in accordance
with this Agreement constitutes its legally valid and binding obligation enforceable against it in
accordance with its terms;
8.1.4 It is not bankrupt and there are no proceedings pending or being contemplated by it
or, to its knowledge, threatened against it which would result in it being or becoming bankrupt;
8.1.5 There is not pending or, to its knowledge, threatened against it or any of its
affiliates, if any, any legal proceedings that could materially adversely affect its ability to perform
its obligations under this Agreement; and
8.1.6 It is acting for its own account, has made its own independent decision to enter into
this Agreement and as to whether this Agreement is appropriate or proper for it based upon its
own judgment, is not relying upon the advice or recommendations of the other Party in so doing,
and is capable of assessing the merits of, and understands and accepts, the terms, conditions and
risks of this Agreement.
8.2 General Covenants. Each Party covenants that, during the Term:
8.2.1 It shall continue to be duly organized, validly existing and in good standing under
the laws of the jurisdiction of its formation;
8.2.2. It shall maintain (or obtain from time to time as required, including through
renewal, as applicable) all regulatory authorizations necessary for it to legally perform its
obligations under this Agreement; and
8.2.3 It shall perform its obligations under this Agreement in a manner that does not
violate any of the terms and conditions in its governing documents, any contracts to which it is a
party or any law, rule, regulation, order or the like applicable to it.
8.3 Covenant by Seller. The Seller covenants that, during the Term:
8.3.1 If the Eligible Renewal Energy Resource or the Facility is considered an ‘eligible
qualifying facility’ under applicable law and has a net power production capacity of greater than
one (1) megawatt, then the Seller covenants and agrees that, within thirty (30) days of the
Effective Date or longer period allowed by law, it will complete and file Form No. 556 or other
similar form with FERC as the same may be required by law.”
9.0 GENERAL CONDITIONS
9.1 Facility Care and Interconnection. During the Delivery Term, the Seller shall execute
and maintain an “Interconnection Agreement” with the Buyer, whereby the Seller shall pay and be
responsible for designing, installing, operating, and maintaining the Facility in accordance with all
applicable laws and regulations and shall comply with all applicable Buyer, WECC, FERC, and NERC
requirements, including applicable interconnection and metering requirements. The Seller shall also comply
with any modifications, amendments or additions to the applicable tariff and protocols. The Seller also shall
arrange and pay independently for any and all necessary costs under the Interconnection Agreement with
the Buyer.
040914 jrm 0180042 12
9.2 Standard of Care. The Seller shall: (a) operate and maintain the Facility in a safe manner
in accordance with its existing applicable interconnection agreements, manufacturer’s guidelines, warranty
requirements, Good Utility Practice, industry norms (including standards of the National Electrical Code,
Institute of Electrical and Electronic Engineers, American National Standards Institute, and the
Underwriters Laboratories, and in accordance with the requirements of all applicable federal, state and
local laws and the National Electric Safety Code, as such laws and code norms may be amended from time
to time; (b) obtain any governmental authorizations and permits required for the construction and operation
thereof. The Seller shall make any necessary and commercially reasonable repairs with the intent of
optimizing the availability of electricity to the Buyer. The Seller shall reimburse the Buyer for any and all
losses, damages, claims, penalties, or liability that the Buyer incurs as a result of the Seller’s failure to
obtain or maintain any governmental authorizations and permits required for the construction and operation
of the Facility throughout the Term.
9.3 Access Rights. The Buyer, its authorized agents, employees and inspectors shall have the
right to inspect the Facility on reasonable advance notice during normal business hours and for any
purposes reasonably connected with this Agreement or the exercise of any and all rights secured to the
Buyer by law, including, without limitation, its ordinances, resolutions, tariffs, utility rate schedules or
utilities rules and regulations. The Buyer shall make reasonable efforts to coordinate its emergency
activities with the safety and security departments, if any, of the Facility’s operator. The Seller shall keep
the Buyer advised of current procedures for communicating with the Facility operator’s safety and security
departments.
9.4 Protection of Property. Each Party shall be responsible for protecting its own facilities
from possible damage resulting from electrical disturbances or faults caused by the operation, faulty
operation, or non-operation of the other Party’s facilities and such other Party shall not be liable for any
such damages so caused.
9.5 Insurance. During the Term, the Seller shall obtain and maintain and otherwise comply
with the insurance requirements, as set forth in Exhibit “PPA-E.”
9.6 Buyer’s Performance Excuse; Seller Curtailment.
9.6.1 Buyer Performance Excuse. The Buyer shall not be obligated to accept or pay for
the Output during Force Majeure that affects the Buyer’s ability to accept Energy.
9.6.2 Seller Curtailment. The Buyer may require the Seller to interrupt or reduce
deliveries of Energy: (a) whenever necessary to construct, install, maintain, repair, replace,
remove, or investigate any of its equipment or part of the Buyer’s Distribution System or facilities;
or (b) if the Buyer determines that curtailment, interruption, or reduction is necessary due to a
System Emergency, as defined in the CAISO Tariff, an unplanned outage on Buyer’s Distribution
System, Force Majeure, or compliance with Good Utility Practice.
9.7 Notices of Outages. Whenever possible, the Buyer shall give the Seller reasonable notice
of the possibility that interruption or reduction of deliveries may be required.
9.8 No Additional Loads. The Seller shall not connect any loads not associated with Station
Service Loads at the location of the Facility in a manner that would reduce Energy provided from the
Facility to the Buyer hereunder. The Seller shall obtain separate retail electric service under the Buyer’s
rate schedules for the service of such additional loads.
10.0 FORCE MAJEURE
10.1 Effect of Force Majeure. A Party shall be excused from its performance under this
Agreement to the extent, but only to the extent, that its performance hereunder is prevented by Force
Majeure. A Party claiming Force Majeure shall exercise due diligence to overcome or mitigate the effects
040914 jrm 0180042 13
of Force Majeure; provided, that nothing in this Agreement shall be deemed to obligate the Party affected
by Force Majeure (a) to forestall or settle any strike, lock-out or other labor dispute against its will; or (b)
for Force Majeure affecting the Seller only, to purchase electric power to cure Force Majeure.
10.2 Remedial Action. A Party shall not be liable to the other Party if the Party is prevented
from performing its obligations hereunder due to Force Majeure. The Party rendered unable to fulfill an
obligation by reason of Force Majeure shall take all action necessary to remove such inability with all due
speed and diligence. The nonperforming Party shall be prompt and diligent in attempting to remove the
cause of its failure to perform, and nothing herein shall be construed as permitting that Party to continue to
fail to perform after that cause has been removed. Notwithstanding the foregoing, the existence of Force
Majeure shall not excuse any Party from its obligations to make payment of amounts due hereunder.
10.3 Notice of Force Majeure. In the event of any delay or nonperformance resulting from
Force Majeure, the Party directly impacted by Force Majeure shall, as soon as practicable under the
circumstances, notify the other Party, in writing, of the nature, cause, date of commencement thereof and
the anticipated extent of any delay or interruption in performance.
10.4 Termination Due to Force Majeure. If a Party will be prevented from performing its
material obligations under this Agreement for an estimated period of twelve (12) consecutive months or
longer due to Force Majeure, then the unaffected Party may terminate this Agreement, without liability of
either Party to the other, upon thirty (30) Days’ prior written notice at any time during Force Majeure.
11.0 INDEMNITY
11.1 Indemnity by the Seller. The Seller shall indemnify, defend, and hold harmless the
Buyer, its elected and appointed officials, directors, officers, employees, agents, and representatives against
and from any and all losses, claims, demands, liabilities and expenses, actions or suits, including reasonable
costs and attorney’s fees, resulting from, or arising out of or in any way connected with claims by third
parties associated with (A) (i) Energy delivered at the Delivery Point; (ii) the Seller’s operation and/or
maintenance of the Facility; or (iii) the Seller’s actions or inactions with respect to this Agreement, and (B)
any loss, claim, action or suit, for or on account of injury, bodily or otherwise, to, or death of, persons, or
for damage to or destruction of property belonging to the Buyer or other third party, excepting only such
loss, claim, action or suit as may be caused solely by the willful misconduct or gross negligence of the
Buyer, its agents, employees, directors or officers.
11.2 Indemnity by the Buyer. The Buyer shall indemnify, defend, and hold harmless the
Seller, its directors, officers, employees, agents, and representatives against and from any and all losses,
claims, demands, liabilities and expenses, actions or suits, including reasonable costs and attorney’s fees
resulting from, or arising out of or in any way connected with claims by third parties associated with acts of
the Buyer, its officers, employees, agents, and representatives, relating to: (A) Energy delivered by the
Seller under this Agreement after the Delivery Point, and (B) any loss, claim, action or suit, for or on
account of injury, bodily or otherwise, to, or death of, persons, or for damage to or destruction of property
belonging to the Seller or other third party, excepting only such loss, claim, action or suit as may be caused
solely by the willful misconduct or gross negligence of the Seller, its agents, employees, directors or
officers.
12.0 LIMITATION OF DAMAGES
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT THERE IS NO WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL
IMPLIED WARRANTIES ARE DISCLAIMED. LIABILITY SHALL BE LIMITED TO DIRECT
ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND
EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY
ARE WAIVED UNLESS EXPRESSLY HEREIN PROVIDED. NEITHER PARTY SHALL BE LIABLE
FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES,
LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR
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CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. UNLESS EXPRESSLY
HEREIN PROVIDED, AND SUBJECT TO THE PROVISIONS OF SECTION 11 (INDEMNITY), IT IS
THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES
AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES
RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH
NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE.
13.0 NOTICES
Notices shall, unless otherwise specified herein, be given, in writing, and may be delivered by
hand delivery, United States mail, overnight courier service, facsimile or electronic messaging (e-mail) to
the addresses set forth in Exhibit “PPA-F.”. Whenever this Agreement requires or permits delivery of a
“notice” (or requires a Party to “notify”), the Party with such right or obligation shall provide a written
communication in the manner specified below. A notice sent by facsimile transmission or electronic mail
will be recognized and shall be deemed received on the Business Day on which such notice was transmitted
if received before 5 p.m. Pacific Time (and if received after 5 p.m., on the next Business Day) and a notice
by overnight mail or courier shall be deemed to have been received two (2) Business Days after it was sent
or such earlier time as is confirmed by the receiving Party unless it confirms a prior oral communication, in
which case any such notice shall be deemed received on the day sent. A Party may change its addresses by
providing notice of same in accordance with this provision. A Party may request a change to Exhibit “PPA-
F” as necessary to keep the information current.
14.0 TERM, TERMINATION EVENT AND TERMINATION
14.1 Term. The Term shall commence upon the execution by the duly authorized representatives
of each of the Parties, and shall remain in effect until the conclusion of the Delivery Term, unless
terminated sooner pursuant to the terms and conditions of this Agreement. All indemnity rights shall
survive the termination of this Agreement for twelve (12) months.
14.2 Delivery Term. The Delivery Term of the Agreement is _______ years and is defined as
the period of time from the Commercial Operation Date through the expiration or early
termination of this Agreement.
14.3 Termination Event.
14.3.1 The Buyer shall have the right, but not the obligation, to terminate this Agreement
upon the occurrence of any of the following, each of which is a “Termination Event”: (a) The
Facility has not achieved Commercial Operation within seventy (70) days following the Deadline;
(b) After the Commercial Operation Date, the Seller has not sold or delivered Energy from the
Facility to the Buyer for a period of twelve (12) consecutive months; (c) If the Facility does not
obtain RPS Certification within six (6) months of the Commercial Operation Date and maintain
RPS Certification as required by Section 3.2; or (d) The Seller breaches any other material
obligation of this Agreement.
14.3.2 The Seller shall have the right, but not the obligation, to terminate this Agreement
upon the occurrence of any of the following, each of which is a “Termination Event”: (a) The
Buyer fails to make a payment due and payable under this Agreement within thirty (30) days after
written notice that such payment is due; or (b) The Buyer breaches any other material obligation
of this Agreement. The preceding sentence notwithstanding, the Seller may terminate this
Agreement without cause at any time prior to the Commercial Operation Date, subject to the
provisions of Section 7 of this Agreement.
14.4 Time to Cure. None of the events described in Section 14.2.1 and 14.2.2 shall constitute
a Termination Event if the Buyer or the Seller cures the event, failure, or circumstance within thirty (30)
days after receipt of written notification sent by the other Party, seeking termination, or such longer period
as may be necessary to cure so long as the Party subject to the Terminating Event is exercising diligent
efforts to cure.
14.5 Termination.
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14.5.1 Declaration of a Termination Event. If a Termination Event has occurred and is
continuing, the Party with the right to terminate shall have the right to: (a) send notice, designating
a day, no earlier than thirty (30) days after such notice is deemed to be received (as provided in
Section 13), as an early termination date of this Agreement (the “Early Termination Date”), unless
the Seller has timely communicated with the Buyer and the Parties have agreed to resolve the
circumstances giving rise to the Termination Event; (b) accelerate all amounts owing between the
Parties; and (c) terminate this Agreement and end the Delivery Term effective as of the Early
Termination Date.
14.5.2 Release of Liability for Termination Event. Upon termination of this Agreement
pursuant to this section neither Party shall be under any further obligation or subject to liability
hereunder, except with respect to the indemnity provision in Section 11 hereof, which shall remain
in effect for a period of 12 months following the Early Termination Date.
14.6 No Limitation on Damages. Nothing in this Agreement shall be deemed or construed to
limit a Party’s right to recover damages from the other Party, except as otherwise provided in this
Agreement.
15.0 RELEASE OF DATA
Except as may be exempt from disclosure under applicable law, the Seller authorizes the Buyer to
release to any regulatory authority having jurisdiction over the Facility or a Party, or to any request made
pursuant to the California Constitution or the California Public Records Act, information regarding the
Facility, including the Seller’s name and location, operational characteristics, the Term of this Agreement,
the Facility resource type, the scheduled Commercial Operation Date, the actual Commercial Operation
Date, the Contract Capacity, payments made to the Seller and Energy production information. The Seller
acknowledges that this information may be made publicly available.
16.0 ASSIGNMENT
Neither Party shall assign this Agreement or its rights hereunder without the prior written consent
of the other Party, which consent shall not be unreasonably withheld.
16.1 Upon the written request of the Seller, the Buyer will execute a “Lender Consent and
Agreement” between the Seller and the Seller’s lender(s), if any, in the form acceptable to the Parties;
provided, for illustration purposes only, an exemplar is attached hereto as Exhibit “PPA-G.”
16.2 Notwithstanding the foregoing, no Consent and Agreement shall be required for:
16.2.1 Any assignment or transfer of this Agreement by the Seller to an affiliate of the
Seller, provided that such affiliate’s creditworthiness is equal to or better than that of Seller, as
reasonably determined by the non-assigning or non-transferring Party; or
16.2.2 Any assignment or transfer of this Agreement by the Seller or the Buyer to a
person succeeding to all or substantially all of the assets of such Party, provided that such person’s
creditworthiness is equal to or greater than that of such Party, as reasonably determined by the
non-assigning or non-transferring Party.
16.2.3 Notification of any assignment or transfer of this Agreement under Section 16.2.1
or 16.2.2 shall be given to the non-assigning or non-transferring Party in accordance with Exhibit
“PPA-F.”
17.0 APPLICABLE LAW, VENUE, ATTORNEYS’ FEES, AND INTERPRETATION
This Agreement will be governed by and construed in accordance with the laws of the State of
California. The Parties will comply with applicable laws pertaining to their obligations arising under this
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Agreement. In the event that an action is brought, the Parties agree that trial of such action will be vested
exclusively in the state courts of California or in the United States District Court for the Northern District
of California in the County of Santa Clara, State of California. The prevailing party in any action brought to
enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in
connection with that action. If a court of competent jurisdiction finds or rules that any provision of this
Agreement, the Exhibits, or any amendment thereto is void or unenforceable, the unaffected provisions of
this Agreement, the Exhibits, or any amendment thereto will remain in full force and effect. The Parties
agree that the normal rule of construction to the effect that any ambiguity is to be resolved against the
drafting party will not be employed in the interpretation of this Agreement or any Exhibit or any
amendment thereof.
18.0 SEVERABILITY
If any provision in this Agreement is determined to be invalid, void or unenforceable by any court
having jurisdiction, such determination shall not invalidate, void, or make unenforceable any other
provision, agreement or covenant of this Agreement and the Parties shall use their best efforts to modify
this Agreement to give effect to the original intention of the Parties.
19.0 COUNTERPARTS; INTERPRETATION OF CONFLICTING PROVISIONS
This Agreement may be executed in one or more counterparts, each of which shall be deemed an
original and all of which shall be deemed one and the same Agreement. Delivery of an executed
counterpart of this Agreement by facsimile or portable document format (“PDF”) transmission will be
deemed as effective as delivery of an originally executed counterpart. Each Party delivering an executed
counterpart of this Agreement by facsimile or PDF transmission will also deliver an originally executed
counterpart, but the failure of any Party to deliver an originally executed counterpart of this Agreement will
not affect the validity or effectiveness of this Agreement. In the event of a conflict between the Agreement
and any, some or all of the Exhibits, the document imposing the more specific duty or obligation will
prevail.
20.0 GENERAL
No amendment to or modification of this Agreement shall be enforceable unless reduced to writing and
executed by both Parties. This Agreement shall not impart any rights enforceable by any third party other
than a permitted successor or assignee bound to this Agreement. Waiver by a Party of any default by the
other Party shall not be construed as a waiver of any other default. The headings used herein are for
convenience and reference purposes only.
//
//
//
//
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040914 jrm 0180042 17
21. EXHIBITS
The following exhibits shall be deemed incorporated in and made a part of this Agreement.
Exhibit “PPA-A” - Facility Description, Prices, and Reservation Deposit
Exhibit “PPA-B” - Commercial Operation Date Confirmation Letter
Exhibit “PPA-C” - Scheduling and Outage Notification Procedure
Exhibit “PPA-D” - Green Attributes Reporting and Conveyance Procedures
Exhibit “PPA-E” - Insurance Requirements
Exhibit “PPA-F” - Notices
Exhibit “PPA-G” - Form of Lender Consent and Agreement
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their
authorized representatives as of the Effective Date.
CITY OF PALO ALTO SELLER
APPROVED AS TO FORM
Senior Deputy City Attorney
APPROVED
City Manager
Director of Utilities
040914 jrm 0180042 18
EXHIBIT “PPA-A”
Facility Description, Rates, and Reservation Deposit
Program Rates
Contract Term: Twenty (20) or twenty-five (25) years
Contract rate: $0.089 per kWh for solar resources, 20 year contract term
$0.090 per kWh for solar resources, 25 year contract term
$0.081 per kWh for non-solar resources, 20 year contract term
$0.082 per kWh for non-solar resources, 25 year contract term
Pre-certification rate: $0.08 per kWh
Reservation Deposit
Reservation Deposit ($20/kW of Contract Capacity) $
Service address:
Facility Description:
Contract Capacity: kW (CEC-AC), based on solar array rating (Panel rated
output at PV USA test conditions x inverter efficiency)
Facility primary fuel/technology:
040914 jrm 0180042 19
EXHIBIT “PPA-B”
Commercial Operation Date Confirmation Letter
In accordance with the terms of the Power Purchase Agreement (Palo Alto CLEAN), dated
(the “Agreement”) by and between the City of Palo Alto, as the Buyer, and
, as the Seller, this Confirmation Letter serves to
document the Parties’ agreement that (i) the conditions precedent to the occurrence of the Commercial
Operation Date have been satisfied, and (ii) the Buyer has received Energy, as specified in the Agreement,
as of , . The actual installed Contract Capacity is kW.
This Confirmation Letter shall confirm the Commercial Operation Date, as defined in the Agreement, as of
the date referenced in the preceding sentence.
IN WITNESS WHEREOF, each Party has caused this letter to be duly executed by its authorized
representative as of the date of last signature provided below:
Buyer Seller
By: By:
Name: Name:
Title: Director of Utilities Title:
Date: Date:
In recognition of the Commercial Operation Date relative to the Effective Date of the Agreement by
and between the Buyer and the Seller, the Seller hereby calculates the amount to return, if any, of the
Seller’s deposit, as follows:
Original Reservation Deposit Amount: $
Commercial Operation Date Deadline:
□ Commercial Operation Date is prior to Deadline
□ Commercial Operation Date occurred weeks following the Deadline, meaning that %
of the Reservation Deposit is relinquished by Seller per Section 7.2.2 of the Power Purchase
Agreement.
Amount (if any) of Reservation Deposit to return to the Seller is: $
040914 jrm 0180042 20
EXHIBIT “PPA-C”
Scheduling and Outage Notification Procedure
C.1 Applicability. This Exhibit” PPA-C” shall apply if the Facility is subject to Section 6.0
of this Agreement.
C.2 Annual Operations Forecast
C.2.1 By the tenth (10th) day September of each calendar year, the Seller will provide
NCPA with an annual operations forecast detailing hourly expected generation and all proposed
planned Outages for the next calendar year. The annual operations forecast for the calendar year
shall be provided by not later than ninety (90) days prior to the scheduled Commercial Operation
Date of the Generating Facility.
C.2.2 NCPA may request modifications to the annual operations forecast at any time,
and the Seller shall use good faith efforts to accommodate the requested modifications.
C.2.3 The Seller shall not conduct Planned Outages at times other than as set forth in
its annual operations forecast, unless approved in advance by NCPA, which approval shall not be
withheld or delayed unreasonably.
C.2.4 The Seller shall not schedule or conduct Planned Outages from 12:00 p.m.
through 7:00 p.m. Pacific Time during the months of June through October.
C.3. Short Term Operations Forecasts
C.3.1. Quarterly Operations Forecast
C.3.1.1 By the fifth (5th) day of January, April and July of each Contract Year,
the Seller shall provide a calendar quarter-operations forecast by hour of expected
generation and all proposed Planned Outages for the next full calendar quarter and the
twelve (12) months following that calendar quarter. As an example, by January 5, 2014,
the Seller would provide a calendar quarter-operations forecast by hour of expected
generation for the period, April 1, 2014 through June 30, 2014, and identify all proposed
Planned Outages for the period, April 1, 2014 through June 30, 2015.
C.3.1.2 NCPA will approve or require modifications to the proposed calendar
quarter-operations forecast within ten (10) days of receipt of the forecast.
C.3.1.3 If required by NCPA, the Seller will provide a modified calendar
quarter-operations forecast within seven (7) days after receipt of required modifications
from NCPA.
C.3.2 Weekly Update
C.3.2.1 By 14:00 of each Wednesday, the Seller shall provide an electronic
update, in a format specified by NCPA, to the calendar quarter-operations forecast for the
following seven (7) days (Thursday through the next Wednesday).
C.3.2.2 The weekly update shall include hourly expected generation and all
proposed planned Outages for the relevant seven (7) day period.
C.4 Outage Detail for Annual and Short Term Operations Forecasts. Outage information
provided by the Seller shall include, at a minimum, the start time and stop time of the Outage, capacity out
of service (kW), the equipment that is or will be out of service, and the reason for the Outage.
040914 jrm 0180042 21
C.5 General Scheduling Protocols
C.5.1 Daily Modifications to Forecasts. Unless otherwise mutually agreed, the Seller
may make changes to the weekly update to the calendar quarter-operations forecast by providing
such changes to NCPA prior to 08:00 of the day that is two (2) Business Days before the active
scheduling day as determined by the WECC prescheduling calendar. Example: For power that is
scheduled for generation or delivery on Friday, March 29, 2014, changes must be submitted to
NCPA by 08:00 on Wednesday, March 27, 2014.
C.5.2 Hourly Modifications to Active Schedules. Unless otherwise mutually agreed,
the Seller may request changes to active schedules by providing such changes to NCPA with a
minimum of four (4) hours’ notice prior to the applicable CAISO market deadline (e.g. Hour
Ahead Scheduling Process (“HASP”) Scheduling deadline, as defined in the CAISO Tariff).
Active day Schedule changes are not binding. Changes to active Schedules are limited to two (2)
changes per day, excluding forced Outages, unless otherwise agreed to between the Parties. One
request for a Schedule change, of one-hour or multiple-hours duration, constitutes one Schedule
change. Example: For power that is scheduled for generation or delivery in hour ending 15:00 (for
the period from 14:01 to 15:00), changes must be submitted to NCPA by 10:00.
C.5.3. Unforeseen Circumstances. At the Seller’s request, NCPA may, but is not
required to, modify the Schedules for the Generation Facility Output due to unforeseen
circumstances in accordance with the above scheduling timeline constraints described in this
Exhibit PPA-C.
C.5.4. Absence of Forecasts. In the absence of forecasts and schedules as required by
this Agreement or this Exhibit, NCPA shall utilize the most current information the Seller
provides in the development and submission of Schedules.
C.6 Outage Reporting Protocols
C.6.1. Notification. The Seller shall notify NCPA of all planned or forced Outages of
the Generating Facility to ensure compliance with the CAISO Outage Coordination and
Enforcement Protocols.
C.6.1.1 Outage information provided by the Seller shall include, at a minimum,
the start time and stop time of the Outage, Capacity out of service (kW), equipment out of
service, and the reason for the Outage.
C. 6.1.2 Seller shall provide the Planned Outages not included in the annual
operations forecast, the calendar quarter-operations forecast, or the weekly update, to
NCPA at least four (4) Business Days prior to the start of the requested outage.
C. 6.1.3 At any time prior to the start of a Planned Outage, the CAISO may
deny the Outage due to a System Emergency (as defined in the CAISO Tariff) or as
otherwise permitted under the CAISO Tariff. If NCPA receives notice that the CAISO
has denied an Outage in accordance with the CAISO Tariff, NCPA will notify the Seller
as soon as possible and the Seller shall modify the planned Outage as required by the
CAISO.
C.6.2 Commencement of an Outage. The Seller shall not begin any Planned Outage
without the prior approval of NCPA and the CAISO.
C.6.3 Forced Outages
C.6.3.1 The Seller shall report the Forced Outages to NCPA within twenty (20)
040914 jrm 0180042 22
minutes of such Outages.
C.6.3.2 The Seller’s notice of a Forced Outage sent to NCPA shall include the
reason for the Outage (if known), expected duration of the Outage, and the Capacity
reduction.
C.6.3.3 By the end of the next Business Day following the day on which a
Forced Outage has occurred, the Seller shall provide to NCPA a detailed written report,
specifying the reason for the Outage, expected duration of such Outage, capacity
reduction, and actions taken to mitigate such Outage.
C.6.4 Return to Service. The Seller shall notify NCPA as soon as possible, but in any
case before the Generating Facility is returned to service.
C.7 Notices. All Scheduling notices and Schedules shall be submitted to NCPA by phone,
fax or email, or other means as may be mutually agreed by the Parties, to the persons designated in Exhibit
“PPA-F.”
C.8 Changes in Scheduling and Outage Procedure. The Buyer shall revise Exhibit “PPA-C,”
or, as appropriate, give written notice to the Seller regarding the revision, and issue a new Exhibit
“PPA-C,” which shall then become part of the Agreement to reflect changes in the scheduling and outage
notification procedure.
040914 jrm 0180042 23
EXHIBIT “PPA-D”
Green Attributes Reporting and Conveyance Procedures
D.1 Additional Definitions for the Conveyance of Green Attributes
D.1.1 “Certificate Transfers” means the process, as described in the WREGIS
Operating Rules, whereby a WREGIS account holder may request that WREGIS Certificates from
a specific generating unit shall be directly deposited to another WREGIS account.
D.1.2 “WREGIS Certificates” means a certificate created within the WREGIS system
that represents all Renewable and Green Attributes from one MWh of electricity generation from
an Eligible Renewable Energy Resource that is registered with WREGIS.
D.1.3 “WREGIS Operating Rules” means the document published by WREGIS that
governs the operation of the WREGIS system for registering, tracking, and conveying, among
others, RECs produced from Eligible Renewable Energy Resources that shall be registered with
WREGIS.
D.1.4 “WREGIS” means Western Renewable Energy Generation Information System.
D.2 RECs. Green Attributes shall be conveyed by the Seller to the Buyer through RECs,
which shall be registered tracked and conveyed to the Buyer, using WREGIS.
D.3 WREGIS Registration. Prior to the Commercial Operation Date, the Buyer will register
the Facility in the Buyer’s WREGIS account on behalf of the Seller. The Buyer shall charge back to the
Seller any costs of registering and maintaining the registration of the Facility with WREGIS. The Seller
shall provide to the Buyer any documents required by WREGIS and assign the Seller’s rights to register the
Facility in WREGIS, using agreements provided by WREGIS.
D.4 B u yer ’s W REGI S Acco unt . The Buyer shall, at its sole expense, establish and maintain
the Buyer’s WREGIS account sufficient to accommodate the WREGIS Certificates produced by the output
of the Facility. The Buyer shall be responsible for all expenses associated with (A) establishing and
maintaining the Buyer’s WREGIS Account, and (B) subsequently transferring or retiring WREGIS
Certificates.
D.5 Qualified Reporting Entity. The Buyer shall be the Qualified Reporting Entity (as such
term is defined by WREGIS) for the Facility, and shall be responsible for providing the metered Output
data to WREGIS.
D.6 Reporting of Environmental Attributes. In lieu of the Seller’s transfer of the WREGIS
Certificates using Certificate Transfers from the Seller’s WREGIS account to the Buyer’s WREGIS
account, the Buyer shall report the Facility as being held directly in its WREGIS account, which will
preclude the Seller from reporting the Facility in its own WREGIS account.
D.6.1 By avoiding the use of Certificate Transfers, there will be no transaction costs to
the Seller or the Buyer for the Certificate Transfers that would otherwise be used.
D.6.2 WREGIS Certificates for the Facility will be created on a calendar month basis
in accordance with the certification procedure established by the WREGIS Operating Rules in an
amount equal to the Energy generated by the Project and delivered to the Buyer in the same
calendar month.
D.6.3 WREGIS Certificates will only be created for whole MWh amounts of energy
generated. Any fractional MWh amounts (i.e., kWh) will be carried forward until sufficient
generation is accumulated for the creation of a WREGIS Certificate and all such accumulated
040914 jrm 0180042 24
MWh of Environmental Attributes will then be available to Buyer.
D.6.4 If a WREGIS Certificate Modification (as such term is defined by WREGIS)
will be required to reflect any errors or omissions regarding the Green Attributes from the Facility,
then the Buyer will manage the submission of the WREGIS Certificate Modification.
D.6.5 Due to the expected delay in the creation of WREGIS Certificates relative to the
timing of invoice payments under Section 2, the Buyer will normally be making an invoice
payment for the Output for a given month in accordance with Section 2 before the WREGIS
Certificates for such month may be created in the Buyer’s WREGIS account. Notwithstanding this
delay, the Buyer shall have all right and title to all such WREGIS Certificates upon payment to the
Seller in accordance with Section 2.
D.7 Changes in Green Attributes Reporting and Conveyance Procedures. The Buyer shall
revise this Exhibit “PPA-D,” as appropriate, give written notice to the Seller regarding the revision, and
issue a new Exhibit “PPA-D,” which shall then become part of this Agreement in the event that:
D.7.1 WREGIS changes the WREGIS Operating Rules (as defined by WREGIS) after
the Effective Date or applies the WREGIS Operating Rules in a manner inconsistent with this
Exhibit “PPA-D” after the Effective Date; or,
D.7.2 WREGIS is replaced as the primary method that the Buyer uses for conveyance
of Green Attributes, or additional methods to convey all Green Attributes, are required.
040914 jrm 0180042 25
EXHIBIT “PPA-E”
Insurance Requirements
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, WILL FOR THE TERM OF THE
CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW,
AFFORDED BY COMPANIES WITH A BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR
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
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
AUTOMOBILE LIABILITY
STATUTORY
STATUTORY
YES
COMMERCIAL GENERAL
LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY DAMAGE
COMBINED.
$1,000,000
$1,000,000
$1,000,000
$2,000,000
$2,000,000
$2,000,000
YES
COMPREHENSIVE AUTOMOBILE
LIABILITY, INCLUDING, OWNED,
HIRED, NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
NO
PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND
OMISSIONS, MALPRACTICE
(WHEN APPLICABLE), AND
NEGLIGENT PERFORMANCE
ALL DAMAGES
$1,000,000
YES
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: PROPOSER, 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 PROPOSER AND ITS SUBCONSULTANS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S
LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSURES CITY, ITS COUNCIL MEMBERS,
OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE
OR OF COVERAGE CANCELLATION; AND
B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S
AGREEMENT TO INDEMNIFY CITY – SEE, SAMPLE AGREEMENT FOR SERVICES.
II. SUBMIT CERTIFICATE(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE, OR COMPLETE THIS
SECTION AND IV THROUGH V, BELOW.
A. NAME AND ADDRESS OF COMPANY AFFORDING COVERAGE (NOT AGENT OR BROKER):
B. NAME, ADDRESS, AND PHONE NUMBER OF YOUR INSURANCE AGENT/BROKER:
040914 jrm 0180042 26
C. POLICY NUMBER(S):
D. DEDUCTIBLE AMOUNT(S) (DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR
APPROVAL):
III. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AND
PROPOSER’S SUBMITTAL OF CERTIFICATES OF INSURANCE EVIDENCING COMPLIANCE WITH THE
REQUIREMENTS SPECIFIED HEREIN.
IV. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL
INSURES”
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 INSURES.
B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSURES 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
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE
NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY
WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM,
THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE
EFFECTIVE DATE OF CANCELLATION.
V. PROPOSER CERTIFIES THAT PROPOSER’S INSURANCE COVERAGE MEETS THE ABOVE
REQUIREMENTS:
THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW. SIGNATURE(S) MUST BE
SAME SIGNATURE(S) AS APPEAR(S) ON SECTION II, ATTACHMENT A, PROPOSER’S INFORMATION FORM.
Firm:
Signature:
Name:
(Print or type name)
Signature:
Name:
(Print or type name)
040914 jrm 0180042 27
NOTICES SHALL BE MAILED TO:
PURCHASING AND
CONTRACT ADMINISTRATION
CITY OF PALO ALTO
P.O. BOX 10250
PALO ALTO, CA 94303.
040914 jrm 0180042 28
EXHIBIT “PPA-F”
Notices
Contract Administration
BUYER: SELLER:
City of Palo Alto
Utilities Resource Management
250 Hamilton Avenue
Palo Alto, CA 94301
Ph: 650-329-2689
Email: UtilityCommoditySettlements@CityofPaloAlto.Org
Billing and Settlements
BUYER: SELLER:
City of Palo Alto
Utilities Resource Management
250 Hamilton Avenue
Palo Alto, CA 94301
Ph: 650-329-2689
Email: UtilityCommoditySettlements@CityofPaloAlto.Org
Forecasting and Outage Reporting under Section 6 of this Agreement
Planned Outages:
BUYER: SELLER:
Northern California Power Agency Real-
Time Dispatch
651 Commerce Drive
Roseville, CA 95678
Ph: 916-786-3518
Forced Outages
BUYER: SELLER:
Northern California Power Agency Real-
Time Dispatch
651 Commerce Drive
Roseville, CA 95678
Ph: 916-786-3518
Forecasting and Scheduling
BUYER: SELLER:
Northern California Power Agency
Operations and Pre-Scheduling
651 Commerce Drive
Roseville, CA 95678
Ph: 916-786-0123
040914 jrm 0180042 29
EXHIBIT “PPA-G”
Form of Lender Consent and Agreement
This CONSENT AND AGREEMENT (this “Consent”), dated as of , 20 , is entered into
by and among the CITY OF PALO ALTO, a California chartered municipal corporation (the “City”),
, a corporation (the “Lender),” by its agent,
(the “Administrative Agent”), and , a
corporation (the “Borrower”) (collectively, the “Parties”). Unless otherwise defined, all
capitalized terms have the meaning given in the Contract (as hereinafter defined).
RECITALS
A. Borrower intends to develop, construct, install, test, own, operate and use an approximately
MW electric generating facility located in the city of Palo Alto in the State of California, known as
the Project (the “Project”).
B. In order to partially finance the development, construction, installation, testing, operation and
use of the Project, Borrower has entered into that certain financing agreement dated as of
(as amended, amended and restated, supplemented or otherwise modified from time to time, the “Financing
Agreement”), among Borrower, the financial institutions from time to time parties thereto (collectively, the
“Lenders”) , and Administrative Agent for the Lenders, pursuant to which, among other things, Lenders
have extended commitments to make loans and other financial accommodations to, and for the benefit of,
Borrower.
C. The City and Borrower have entered into that certain Power Purchase Agreement, dated as of
(attached hereto and incorporated herein by reference, as amended, amended and restated,
supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof, the
“Power Purchase Agreement”).
D. The City and Borrower have entered into that certain Interconnection Agreement, dated as of
_ (attached hereto and incorporated herein by reference, as amended, amended and restated,
supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof, the
“Interconnection Agreement”).
E. Pursuant to a security agreement executed by Borrower and Administrative Agent for the
Lenders (as amended, amended and restated, supplemented or otherwise modified from time to time, the
“Security Agreement”), Borrower has agreed, among other things, to assign, as collateral security for its
obligations under the Financing Agreement and related documents (collectively, the “Financing
Documents”), all of its right, title and interest in, to and under the Power Purchase Agreement and
Interconnection Agreement to Administrative Agent for the benefit of itself, the Lenders and each other
entity or person providing collateral security under the Financing Documents.
F. It is a requirement under the Financing Agreement that the Parties hereto execute this Consent.
AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, and intending to be legally bound, the Parties agree, as follows:
1. CONSENT TO ASSIGNMENT. The City acknowledges the assignment referred to in Recital E
above, consents to an assignment of the Power Purchase Agreement and Interconnection Agreement
pursuant thereto, and agrees with Administrative Agent, as follows:
(a) Administrative Agent shall be entitled (but not obligated) to exercise all rights and to cure any
040914 jrm 0180042 30
defaults of Borrower under the Power Purchase Agreement or Interconnection Agreement, as the
case may be, subject to applicable notice and cure periods provided in the Power Purchase
Agreement and Interconnection Agreement. Upon receipt of notice from Administrative Agent,
the City agrees to accept such exercise and cure by Administrative Agent if timely made by
Administrative Agent under the Power Purchase Agreement or Interconnection Agreement, as the
case may be, and this Consent. Upon receipt of Administrative Agent's written instructions and to
the extent allowed by law, the City agrees to make directly to such account as Administrative
Agent may direct the City, in writing, from time to time, all payments to be made by the City to
Borrower under the Power Purchase Agreement or Interconnection Agreement, as the case may
be, from and after the City’s receipt of such instructions, and Borrower consents to any such
action. The City shall not incur any liability to Borrower under the Power Purchase Agreement,
Interconnection Agreement, or this Consent for directing such payments to Administrative Agent
in accordance with this subsection (a).
(b) The City will not, without the prior written consent of Administrative Agent (such consent not
to be unreasonably withheld), (i) cancel or terminate the Power Purchase Agreement or
Interconnection Agreement, or consent to or accept any cancellation, termination or suspension
thereof by Borrower, except as provided in the Power Purchase Agreement or Interconnection
Agreement and in accordance with subparagraph 1(c) hereof, (ii) sell, assign or otherwise dispose
(by operation of law or otherwise) of any part of its interest in the Power Purchase Agreement or
Interconnection Agreement, except as provided in the Power Purchase Agreement or
Interconnection Agreement, or (iii) amend or modify the Power Purchase Agreement or
Interconnection Agreement in any manner materially adverse to the interest of the Lenders in the
Power Purchase Agreement and Interconnection Agreement as collateral security under the
Security Agreement.
(c) The City agrees to deliver duplicates or copies of all notices of default delivered by the City
under or pursuant to the Power Purchase Agreement or Interconnection Agreement to
Administrative Agent in accordance with the notice provisions of this Consent. The City shall
deliver any such notices concurrently with delivery of the notice to Borrower under the Power
Purchase Agreement or Interconnection Agreement. To the extent that a cure period is provided
under the Power Purchase Agreement or Interconnection Agreement, Administrative Agent shall
have the same period of time to cure the breach or default that Borrower is entitled to under the
Power Purchase Agreement or Interconnection Agreement, except that if the City does not deliver
the default notice to Administrative Agent concurrently with delivery of the notice to Borrower
under the Power Purchase Agreement or Interconnection Agreement, then as to Administrative
Agent, the applicable cure period under the Power Purchase Agreement or Interconnection
Agreement shall begin on the date on which the notice is given to Administrative Agent. If
possession of the Project is necessary to cure such breach or default, and Administrative Agent or
its designee(s) or assignee(s) declare Borrower in default and commence foreclosure proceedings,
Administrative Agent or its designee(s) or assignee(s) will be allowed a reasonable period to
complete such proceedings so long as Administrative Agent or its designee(s) continue to perform
any monetary obligations under the Power Purchase Agreement or Interconnection Agreement, as
the case may be. The City consents to the transfer of Borrower's interest under the Power Purchase
Agreement and Interconnection Agreement to the Lenders or Administrative Agent or their
designee(s) or assignee(s) or any of them or a purchaser or grantee at a foreclosure sale by judicial
or nonjudicial foreclosure and sale or by a conveyance by Borrower in lieu of foreclosure and
agrees that upon such foreclosure, sale or conveyance, the City shall recognize the Lenders or
Administrative Agent or their designee(s) or assignee(s) or any of them or other purchaser or
grantee as the applicable party under the Power Purchase Agreement and Interconnection
Agreement (provided that such Lenders or Administrative Agent or their designee(s) or
assignee(s) or purchaser or grantee assume the obligations of Borrower under the Power Purchase
Agreement and Interconnection Agreement, including, without limitation, satisfaction and
compliance with all credit provisions of the Power Purchase Agreement and Interconnection
Agreement, if any, and provided further that such Lenders or Administrative Agent or their
designee(s) or assignee(s) or purchaser or grantee has a creditworthiness equal to or better than
040914 jrm 0180042 31
Borrower, as reasonably determined by City).
(d) In the event that either the Power Purchase Agreement or Interconnection Agreement, or both
is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, and if,
within forty-five (45) days after such rejection, Administrative Agent shall so request, the City
will execute and deliver to Administrative Agent a new power purchase agreement or
interconnection agreement, as the case may be, which power purchase agreement or
interconnection agreement shall be on the same terms and conditions as the original Power
Purchase Agreement or Interconnection Agreement for the remaining term of the original Power
Purchase Agreement or Interconnection Agreement before giving effect to such rejection, and
which shall require Administrative Agent to cure any defaults then existing under the original
Power Purchase Agreement or Interconnection Agreement. Notwithstanding the foregoing, any
new renewable power purchase agreement or interconnection agreement will be subject to all
regulatory approvals required by law. The City will use good faith efforts to promptly obtain any
necessary regulatory approvals.
(e) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) elect to
perform Borrower's obligations under the Power Purchase Agreement and Interconnection
Agreement, succeed to Borrower’s interest under the Power Purchase Agreement and
Interconnection Agreement, or enter into a new power purchase agreement or interconnection
agreement as provided in subparagraph 1(d) above, the recourse of the City against Administrative
Agent, Lenders or their designee(s) and assignee(s) shall be limited to such Parties’ interests in the
Project, and the credit support required under the Power Purchase Agreement and Interconnection
Agreement, if any.
(f) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) succeed to
Borrower's interest under the Power Purchase Agreement and Interconnection Agreement,
Administrative Agent, the Lenders or their designee(s) or assignee(s) shall cure any then-existing
payment and performance defaults under the Power Purchase Agreement or Interconnection
Agreement, except any performance defaults of Borrower itself, which by their nature are not
susceptible of being cured. Administrative Agent, the Lenders and their designee(s) or assignee(s)
shall have the right to assign all or a pro rata interest in the Power Purchase Agreement and
Interconnection Agreement to a person or entity to whom Borrower’s interest in the Project is
transferred, provided such transferee assumes the obligations of Borrower under the Power
Purchase Agreement and Interconnection Agreement and has a creditworthiness equal to or better
than Borrower, as reasonably determined by the City. Upon such assignment, Administrative
Agent and the Lenders and their designee(s) or assignee(s) (including their agents and employees)
shall be released from any further liability thereunder accruing from and after the date of such
assignment, to the extent of the interest assigned.
2. REPRESENTATIONS AND WARRANTIES. The City hereby represents and warrants that as
of the date of this Consent:
(a) It (i) is duly formed and validly existing under the laws of the State of California, and (ii) has
all requisite power and authority to enter into and to perform its obligations hereunder and under
the Power Purchase Agreement and Interconnection Agreement, and to carry out the terms hereof
and thereof and the transactions contemplated hereby and thereby;
(b) the execution, delivery and performance of this Consent, the Power Purchase Agreement and
the Interconnection Agreement have been duly authorized by all necessary action on its part and
do not require any approvals, material filings with, or consents of any entity or person which have
not previously been obtained or made;
(c) each of this Consent, the Power Purchase Agreement, and the Interconnection Agreement is in
full force and effect;
040914 jrm 0180042 32
(d) each of this Consent, the Power Purchase Agreement, and the Interconnection Agreement has
been duly executed and delivered on its behalf and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, except as the enforceability thereof
may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors’ rights generally and (ii) general equitable principles (whether considered
in a proceeding in equity or at law);
(e) there is no litigation, arbitration, investigation or other proceeding pending for which the City
has received service of process or, to the City’s actual knowledge, threatened against the City
relating solely to this Consent, the Power Purchase Agreement, or the Interconnection Agreement
and the transactions contemplated hereby and thereby;
(f) the execution, delivery and performance by it of this Consent, the Power Purchase Agreement,
and the Interconnection Agreement, and the consummation of the transactions contemplated
hereby, will not result in any violation of, breach of or default under any term of any material
contract or material agreement to which it is a party or by which it or its property is bound, or of
any material requirements of law presently in effect having applicability to it, the violation, breach
or default of which could have a material adverse effect on its ability to perform its obligations
under this Consent;
(g) neither the City nor, to the City’s actual knowledge, any other party to the Power Purchase
Agreement or Interconnection Agreement, is in default of any of its obligations thereunder; and
(h) to the City’s actual knowledge, (i) no Force Majeure Event exists under, and as defined in, the
Power Purchase Agreement or Interconnection Agreement and (ii) no event or condition exists
which would either immediately or with the passage of any applicable grace period or giving of
notice, or both, enable either the City or Borrower to terminate or suspend its obligations under the
Power Purchase Agreement or the Interconnection Agreement.
Each of the representations and warranties set forth herein shall survive the execution and delivery
of this Consent and the consummation of the transactions contemplated hereby.
3. NOTICES. All notices required or permitted hereunder shall be given, in writing, and shall be
effective (a) upon receipt if hand delivered, (b) upon telephonic verification of receipt if sent by facsimile
and (c) if otherwise delivered, upon the earlier of receipt or three (3) Business Days after being sent
registered or certified mail, return receipt requested, with proper postage affixed thereto, or by private
courier or delivery service with charges prepaid, and addressed as specified below:
If to the City:
[ ]
[ ]
[ ]
Telephone No.: [ ]
Facsimile No.: [ ]
Attn: [ ]
If to Administrative Agent:
[ ]
[ ]
[ ]
Telephone No.: [ ]
Facsimile No.: [ ]
Attn: [ ]
040914 jrm 0180042 33
If to Borrower:
[ ]
[ ]
[ ]
Telephone No.: [ ]
Facsimile No.: [ ]
Attn: [ ]
Any party shall have the right to change its address for notice hereunder to any other location within the
United States by giving thirty (30) days written notice to the other parties in the manner set forth above.
4. ASSIGNMENT, TERMINATION, AMENDMENT. This Consent shall be binding upon and
benefit the successors and assigns of the Parties hereto and their respective successors, transferees and
assigns (including without limitation, any entity that refinances all or any portion of the obligations under
the Financing Agreement). The City agrees (a) to confirm such continuing obligation, in writing, upon the
reasonable request of (and at the expense of) Borrower, Administrative Agent, the Lenders or any of their
respective successors, transferees or assigns, and (b) to cause any successor-in-interest to the City with
respect to its interest in the Power Purchase Agreement or Interconnection Agreement to assume, in writing
and in form and substance reasonably satisfactory to Administrative Agent, the obligations of City
hereunder. Any purported assignment or transfer of the Power Purchase Agreement or Interconnection
Agreement not in conjunction with the written instrument of assumption contemplated by the foregoing
clause (b) shall be null and void. No termination, amendment, or variation of any provisions of this Consent
shall be effective unless in writing and signed by the parties hereto. No waiver of any provisions of this
Consent shall be effective unless in writing and signed by the party waiving any of its rights hereunder.
5. GOVERNING LAW. This Consent shall be governed by the laws of the State of California
applicable to contracts made and to be performed in California. The federal courts or the state courts
located in California shall have exclusive jurisdiction to resolve any disputes with respect to this Consent
with the City, Assignor, and the Lender or Lenders irrevocably consenting to the jurisdiction thereof for
any actions, suits, or proceedings arising out of or relating to this Consent.
6. COUNTERPARTS. This Consent may be executed in one or more duplicate counterparts, and
when executed and delivered by all the parties listed below, shall constitute a single binding agreement.
7. SEVERABILITY. In case any provision of this Consent, or the obligations of any of the Parties
hereto, shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions, or the obligations of the other Parties hereto, shall not in any way be affected or impaired
thereby.
8. ACKNOWLEDGMENTS BY BORROWER. Borrower, by its execution hereof, acknowledges
and agrees that neither the execution of this Consent, the performance by the City of any of the obligations
of the City hereunder, the exercise of any of the rights of the City hereunder, or the acceptance by the City
of performance of the Power Purchase Agreement by any party other than Borrower shall (1) release
Borrower from any obligation of Borrower under the Power Purchase Agreement or Interconnection
Agreement, (2) constitute a consent by the City to, or impute knowledge to the City of, any specific terms
or conditions of the Financing Agreement, the Security Agreement or any of the other Financing
Documents, or (3) except as expressly set forth in this Consent, constitute a waiver by the City of any of its
rights under the Power Purchase Agreement or Interconnection Agreement. Borrower and Administrative
Agent acknowledge hereby for the benefit of City that none of the Financing Agreement, the Security
040914 jrm 0180042 34
Agreement, the Financing Documents or any other documents executed in connection therewith alter,
amend, modify or impair (or purport to alter, amend, modify or impair) any provisions of the Power
Purchase Agreement.
CITY OF PALO ALTO ADMINISTRATIVE AGENT
APPROVED AS TO FORM
Senior Deputy City Attorney
BORROWER
APPROVED
City Manager
Director of Utilities
City of Palo Alto (ID # 6485)
Finance Committee Staff Report
Report Type: Action Items Meeting Date: 2/16/2016
City of Palo Alto Page 1
Council Priority: Environmental Sustainability
Summary Title: Palo Alto CLEAN Program Updates and Extension
Title: Utilities Advisory Commission Recommendation that the City Council
Adopt a Resolution to Continue the Palo Alto Clean Local Energy Accessible
Now (CLEAN) Program at the Current Contract Price of $0.165 per kilowatt-
hour for Local Solar Resources and at the Avoided Cost Level ($0.081 to
$0.082 per kilowatt-hour) for Local Non-solar Eligible Renewable Resources
From: City Manager
Lead Department: Utilities
Recommendation
Staff and the Utilities Advisory Commission (UAC) request that the Finance Committee
recommend that the City Council:
1.Adopt a resolution (Attachment A) to:
a.Maintain the Palo Alto CLEAN program price for local solar energy resources at
the current price of 0.165 dollars per kilowatt-hour ($/kWh) for a 20-year or 25-
year contract term, and continue with a program limit of 3 megawatts (MW);
and
b.Reduce the Palo Alto CLEAN program price for local non-solar eligible renewable
energy resources to the updated avoided cost of such energy ($0.081/kWh for a
20-year contract term, or $0.082/kWh for a 25-year contract term), from the
prior avoided cost projection ($0.093/kWh for a 20-year contract term, or
$0.094/kWh for a 25-year contract term), and continue with a separate program
limit of 3 MW specifically for local non-solar eligible renewable resources; and
2.Approve the attached amended CLEAN program Power Purchase Agreement (PPA)
(Attachment B) to implement the recommended changes.
The resolution (Attachment A) included as part of this Staff Report incorporates the above
recommendations. The amended Palo Alto CLEAN Eligibility Rules and Requirements, which
implement the above recommendations, are shown in Exhibit A-1 attached to the resolution. As
noted above, staff also seeks approval of an amended PPA (Attachment B) included with this
staff report, which incorporates the above recommendations.
ATTACHMENT C
City of Palo Alto Page 2
Council has previously delegated authority to the City Manager to make additional changes to
the CLEAN Program PPA that are approved by the City Attorney’s office as may be otherwise
necessary to implement the recommendations that are approved by Council.
Executive Summary
In March 2012 the Council adopted the Palo Alto CLEAN program (also commonly referred to as
a feed-in tariff, or FIT, program). The program was designed to address the Long-term Electric
Acquisition Plan (LEAP) objective to enhance supply reliability through the pursuit of local
generation opportunities, and to complement the City of Palo Alto Utilities’ (CPAU’s) existing PV
Partners solar rebate program. Palo Alto CLEAN created an additional alternative for property
owners by enabling them to build a new solar system on their property and sell the energy to
CPAU under a long-term, fixed-rate, standardized contract rather than use the energy on site.
Though solar developers expressed interest in Palo Alto CLEAN in 2012, the initial contract price
($0.14 per kilowatt-hour (kWh) for a 20-year term) proved insufficient to facilitate the most
common business model used by project developers, which involves a third-party investor
leasing roof space from a property owner. Council increased the Palo Alto CLEAN price to
$0.165/kWh in December 2012. In May 2015, Council added a 25-year contract term option,
and expanded the program to include non-solar eligible renewable energy resources, setting
their contract prices at the avoided cost level ($0.093/kWh for a 20-year contract or
$0.094/kWh for a 25-year contract).
Although the avoided cost of local solar resources has declined since Council’s May 2015
decision, the UAC and staff recommend continuing the contract of $0.165/kWh for local solar
projects. The UAC and staff also recommend continuing to offer non-solar eligible renewable
energy resources a CLEAN price equal to the avoided cost of the energy produced by those
resources—which is currently estimated at $0.081/kWh for a 20-year term, and $0.082/kWh for
a 25-year term.
Background
CPAU has a long history of supporting solar power. It initiated the PV Partners program in 1999
to provide rebates to residential and commercial customers who install solar for their own use,
and in 2007 the program was expanded to meet the requirements of the State’s Million Solar
Roofs Bill (Senate Bill 1 (SB1), 2006). CPAU is mandated by SB1 to offer rebates through the PV
Partners until the total SB1 program budget of $13 million has been exhausted, which is
expected to occur within a year. Currently, $585,000 in funds remain unreserved for
commercial solar PV systems. All residential rebate funds were reserved as of August 2014.
In March 2012, the City expanded its support for local distributed generation by launching Palo
Alto CLEAN (Clean Local Energy Accessible Now) with a price of $0.14/kWh for a 20-year
contract (Staff Report 2548, Resolution 9235). The program, which was set to expire in
December 2012, expanded the options available to property owners by enabling them to sell
City of Palo Alto Page 3
energy directly to CPAU under a standardized long-term contract instead of using the energy on
site. After receiving no response to the program, in December 2012, Council extended the
CLEAN program and increased the rate to $0.165/kWh for a 20-year contract (Staff Report
3316, Resolution 9308). In February 2014, Council extended the CLEAN program again at the
rate to $0.165/kWh for a 20-year contract, and increased the program capacity limit to 3 MW
(Staff Report 4378, Resolution 9393).
On April 22, 2014, the City Council adopted the Local Solar Plan (Staff Report 4608, Resolution
9402), which set the overarching goal of meeting 4% of the City’s total energy needs from local
solar by 2023 and unified the City’s approach toward local solar and described a set of diverse
strategies for meeting the 4% target in a cost-effective manner that does not create a burden
on non-solar customers. Prior programs, incentives, and policies involving solar installed in the
City—including specifically PV Partners, net energy metering, and Palo Alto CLEAN—are
integrated into the Local Solar Plan strategies. The CLEAN program plays an integral role in
achieving the Local Solar Plan goal contributing about 0.5% of the City’s total energy needs
once the program’s 3 MW cap on local solar projects is reached.
In December 2014, staff presented a recommendation to the UAC to continue the CLEAN
program for solar resources at the $0.165/kWh for a 20-year contract, while also adding a 25-
year contract term option and expanding the program to non-solar renewable energy
resources, setting the price for those resources at the avoided cost level ($0.093 /kWh for a 20-
year contract, $0.094/kWh for a 20-year contract) (UAC report). The staff recommendation also
included maintaining the 3 MW cap on solar resources, and not adopting a cap on the
participation of eligible non-solar resources since they would be compensated at the avoided
cost and did not cause any impact on rates. The UAC unanimously supported the
recommendations concerning solar resources, but did not support the recommendation to
expand the program to non-solar renewable energy resources, siting insufficient justification in
the staff report for the addition of these resources.
In March 2015, staff presented the same recommendation described above to the Finance
Committee, with the addition of a 3 MW participation cap on eligible non-solar resources and
an expanded discussion of the extension of the program to non-solar resources in the report
(Staff Report 5428). The Finance Committee considered staff’s and the UAC’s
recommendations, and committee members expressed no concerns with the proposals to add
a 25-year contract term option or to expand the program to non-solar eligible renewable
energy resources. However, Committee members expressed serious concern about the
proposal to continue offering the contract price of $0.165/kWh for solar resources, rather than
a lower rate closer to the current avoided cost of that solar energy. Ultimately the Finance
Committee voted unanimously to recommend that Council expand the CLEAN program to non-
solar resources, but to set the contract prices for both solar and non-solar resources equal to
those resources’ avoided costs (for solar resources, $0.103/kWh for a 20-year contract and
$0.104/kWh for a 25-year contract; for non-solar resources, $0.093 /kWh for a 20-year
contract, $0.094/kWh for a 20-year contract).
City of Palo Alto Page 4
In May 2015, Council considered the UAC and Finance Committee recommendations (Staff
Report 5849) and were advised that reducing the CLEAN Program price for solar resources
(from 16.5¢/kWh to 10.3¢/kWh or 10.4 ¢/kWh, depending on contract term length) also has
implications for a City project (solar installations on City-owned parking garages) and a City
program (the Community Solar Program) under design at the time. The Council voted to:
extend the CLEAN program again at the rate of $0.165/kWh for a 20-year contract for solar
resources; add a 25-year contract term option; and expand the program to include non-solar
eligible renewable energy resources—setting contract prices for such resources at the level of
their avoided cost, which at the time was $0.093/kWh for a 20-year contract or $0.094/kWh for
a 25-year contract, and setting a separate 3 MW program capacity limit on such resources.
One important consideration in Council’s decision to maintain the contract rate of $0.165/kWh
for solar resources, rather than reducing it to the avoided cost level as the Finance Committee
advocated, was the expectation that the Public Works Department would soon be executing a
lease of rooftop space at several downtown parking garages with a company that would use
that space to develop a group of solar facilities (totaling about 1.5 MW of capacity) that would
participate in the CLEAN program. Although negotiations with that vendor later fell through, at
the time staff anticipated that the City would receive about $155,000 per year in revenue from
that lease, and Council specified that those revenues should be directed to the Electric Fund in
order to mitigate the impact on electric ratepayers of maintaining a CLEAN program rate for
solar resources that was greater than their avoided cost. On January 25, Council approved a
lease agreement with a solar developer to construct solar PV systems (for a total of 1.3 MW) on
four city-owned parking structures with an annual lease payment of $20,000 per year plus the
installation of electric vehicle chargers (Staff Report 6535) with the expectation that the
develop would submit an application to the CLEAN program.
The City received its very first application to the Palo Alto CLEAN program on January 8 for a
113 kW solar carport installation at the Unitarian Universalist Church of Palo Alto for a 25-year
contract term. When the application for the city-owned garages has been received and
processed, approximately half of the total 3 MW program capacity will remain.
The CLEAN program has prompted developers to take a serious look at the cost of developing
solar projects in Palo Alto, and some of them shared that information with CPAU staff. At the
same time, the solar project permitting processes at the development center have been
improved based on input gathered from solar developers. In addition, in response to frequent
requests from developers for detailed information about the City’s electrical distribution
system, staff is in the process of developing a map showing the locations of likely low-cost
interconnection points. In addition, several public utilities across the country have called CPAU
to discuss how to follow Palo Alto’s lead and develop a CLEAN program in their own service
areas.
Discussion
City of Palo Alto Page 5
Value of Local Solar Resources
When establishing the CLEAN price of $0.165/kWh in December 2012, Council reviewed the
market value of local solar energy and determined that, beyond the value of the energy itself,
there were additional financial and environmental benefits to increasing local solar generation.
In May 2015, when Council re-affirmed the $0.165/kWh price, staff estimated the cost of
buying remote solar energy outside of Palo Alto and transmitting it to Palo Alto was
$0.103/kWh (including renewable energy value, transmission and capacity) for a 20-year
contract. Therefore, purchasing the energy generated from 3 MW of local solar projects at
$0.165/kWh was expected to cost about $310,000 per year more than buying the same energy
outside of Palo Alto (and having it transported to Palo Alto). This extra cost is equivalent to a
0.26% increase in the electric utility’s costs.
However, at the time Council re-affirmed the $0.165/kWh price, Public Works staff was nearing
the end of negotiations on a lease agreement of parking garage rooftop space to a solar
developer—who intended to install solar systems on these rooftops totaling about 1.5 MW, and
have those resources participate in the CLEAN program—that was expected to provide
approximately $150,000 per year in lease payments to the City. In May 2015, when it re-
affirmed the $0.165/kWh price for solar resources, Council also directed that the roughly
$150,000 per year in lease payments under this arrangement be allocated to the Electric Fund
to offset the additional cost to ratepayers of providing a contract price exceeding the avoided
cost of the energy generated through the program. Council determined that this additional
cost (after being offset by the $150,000 per year in lease payments) was acceptable as a means
to encourage local solar installations and in light of additional benefits of encouraging local
solar generation.
Unfortunately, lease negotiations between the City and the solar developer foundered and the
City ceased negotiations with the developer1. The City then began lease negotiations with
another respondent to the RFP, which were successfully concluded when Council approved a
lease agreement on January 25, 2016 (Staff Report 6535). The lease agreement includes lease
payments of $20,000 per year to the City, which is significantly lower than the $150,000 per
year that was being discussed with the first developer. However, the lease terms require
installation of 18 new Level 2 electric vehicle chargers and electrical infrastructure to support
an additional 80 future new Level 2 chargers. The electrical vehicle chargers and infrastructure
have a significant value that is in addition to the rent. Additionally, the Council Policy and
Services Committee is expected in the near future to discuss options for changing the City’s
current policy of free use of electric vehicle chargers. Changes to the policy may result in the
generation of revenue from the new electric vehicle chargers that could be used to offset the
additional cost to ratepayers of the $0.165/kWh CLEAN program price, in addition to the
$20,000 per year in rent payments.
1 See this staff report for an explanation of staff’s June 29, 2015 recommendation to reject the developer’s
proposal: http://www.cityofpaloalto.org/civicax/filebank/documents/48009.
City of Palo Alto Page 6
Updated Value of Renewable Energy
In April 2015, the City released an RFP for renewable energy projects that could deliver energy
to the City starting in 2021. Although the City has not yet approved a Power Purchase
Agreement (PPA) resulting from this RFP, the responses that the City received to this
solicitation can be used to estimate the current value of renewable energy in California. Of the
41 project proposals received in this RFP, staff placed the 10 highest-ranking proposals on a
“shortlist”; the average proposed price of these shortlisted proposals was $0.055/kWh2. On a
levelized basis over a 20-year term, the cost to deliver that energy to Palo Alto, combined with
the capacity related benefits that local solar would provide, is projected to be an additional
$0.034/kWh for a total value of local solar energy of $0.089/kWh. Over a 25-year term, the
levelized delivery- and capacity-related cost is $0.035/kWh for a total value of local solar energy
of $0.09/kWh.
When Council re-affirmed the $0.165/kWh price in May 2015, the avoided cost for solar energy
was estimated to be $0.103/kWh for a 20-year term, and $0.104/kWh for a 25-year term. The
$0.014/kWh reduction in the estimated avoided cost of local solar energy from then to now is
entirely due to a reduction in the estimated value of the renewable energy itself. Previously,
the energy value was based on the last long-term renewable PPA that the City executed; this
agreement, signed in June 2014, was to buy energy from a 25 MW solar energy project in
central California at a cost of about $0.069/kWh (Staff Report 4791, Resolution 9416).
The energy generated by 3 MW of local solar projects would supply about 0.5% of the City’s
total electricity needs. Table 1 below shows the history of the Palo Alto CLEAN price since the
program started as well as the proposed CLEAN price for solar resources for a 20-year contract
term.
2 Note that the price for the proposed PPA under consideration by the Finance Committee (Staff Report 6517) is
only $0.03676/kWh for a 25-year term.
City of Palo Alto Page 7
Table 1 – Palo Alto CLEAN Program Prices for Local Solar
Council
Approval
Avoided Cost of Local
Solar Generation *
($/kWh)
CLEAN
Price
($/kWh)
Annual Cost above
Avoided Cost
(Rate Impact)
Total Excess
Cost over 20-
year Term
March 2012 0.136 0.140 $15,000 (0.01%)
for 2 MW cap $300,000
December 2012 0.116 0.165 $160,000 (0.10%)
for 2 MW cap $3.2 million
February 2014 0.099 0.165 $332,500 (0.27%)
for 3 MW cap $6.45 million
May 2015 0.103 0.165 $310,000 (0.26%)
for 3 MW cap $6.2 million
Current
Proposal 0.089 0.165 $380,000 (0.32%)
for 3 MW cap $7.6 million
* The cost of buying remote solar energy outside of Palo Alto and transmitting it to Palo Alto.
As shown in Table 1, based on the current total avoided cost estimates, the cost of continuing
the $0.165/kWh CLEAN price for 3 MW of solar PV projects is about $380,000 per year more
than buying the same energy outside of Palo Alto (and transporting it to Palo Alto). This is
equivalent to a 0.32% increase in the electric utility’s costs.
For non-solar local eligible renewable energy resources, the estimated avoided cost
experienced a similar reduction based on the results of the City’s recent renewable energy RFP.
The energy generated by 3 MW of local non-solar renewable energy projects would supply
about 2.2% of the City’s total electricity needs (assuming that the projects are “baseload”
resources that operate at a high capacity around-the-clock). For these resources, the current
estimated avoided costs are $0.081/kWh for a 20-year term, and $0.082/kWh for a 25-year
term – which are down from $0.093/kWh and $0.094/kWh, respectively, in May 2015. Table 2
compares the current proposal to the price offered since May 2015 when non-solar resources
were first eligible for the Palo Alto CLEAN program. Note that the excess cost is zero since the
price is set equal to the avoided cost.
Table 2 – Palo Alto CLEAN Program Prices for Local Non-Solar Eligible Renewables
Council
Approval
Avoided Cost of Local Non-
Solar Renewable Generation
* ($/kWh)
CLEAN
Price
($/kWh)
Annual Cost above
Avoided Cost
(Rate Impact)
Total Excess
Cost over 20-
year Term
May 2015 0.093 0.093 $0 (0%)
for 3 MW cap $0
Current
Proposal 0.081 0.081 $0 (0%)
for 3 MW cap $0
* The cost of buying remote baseload renewable energy and transmitting it to Palo Alto.
City of Palo Alto Page 8
Figure 1 illustrates the make-up of the various components of the total value of local solar and
non-solar renewable energy. When the Council approved increasing the CLEAN contract price
for solar resources from $0.14/kWh to $0.165/kWh in December 2012, they found that the
increase was justified because local solar resources provide some additional benefits to the
community that would be extremely difficult to quantify. These additional benefits of solar
resources include:
keeping a portion of the City’s electric expenditures within the community, which
provides revenue for local economic development;
reducing the need for new transmission lines, thus reducing the environmental impacts
of the electric system and improving reliability in transmission-constrained regions like
the Greater Bay Area;
providing shade to local buildings and parking structures, which reduces the need for
energy to provide cooling; and
the potential—if the solar facility is paired with an energy storage system or employs
modern inverters—to provide resiliency to the City’s electric distribution system.
These additional benefits are shown in Figure 1, making up the difference between the current
quantifiable avoided cost of local solar energy ($0.089/kWh) and the current contract price
($0.165/kWh).
City of Palo Alto Page 9
Figure 1 – Breakdown of the Total Value of Local Solar and Non-Solar Renewables
Implications of CLEAN Price on City Programs and Projects
The CLEAN Program price for solar resources has implications for a City project (Solar
Installations on City-Owned Parking Garages), a City program (the Community Solar Program),
and the Palo Alto CLEAN Program in general. Reducing the contract price under the CLEAN
Program for solar resources may negatively impact these initiatives.
Solar Installations on City-Owned Parking Garages Project
In March 2014, the City released a Request for Proposals (RFP) for the installation and
operation of a solar PV system at one or more of the five City-owned parking structures (Staff
Report 4540). The RFP was structured to solicit projects that could be eligible to participate in
the Palo Alto CLEAN Program providing an estimated 1.5 MW of local solar capacity. After
negotiations ceased with one contractor, Public Works staff completed negotiations for a site
lease for the project on four garages for a total of 1.3 MW with another contractor. The
contactor is expecting that the rooftop solar installations will receive a CLEAN contract at a
price of 16.5 ¢/kWh for a 25-year contract term3. The project may not be viable or significant
changes to the lease may be required if the CLEAN Program price is reduced.
3 As of February 3, the CLEAN program for this project has not been submitted, but staff is in contact with the
developer and expects the application to be submitted very shortly.
City of Palo Alto Page 10
CLEAN Program Participation
The Palo Alto CLEAN Program received the first application from a solar PV project in January 8,
2016 and expects to receive the second application for the City parking structures by mid-
February. Staff expects that as the rebates from the PV Partners program get used up and with
the end of the Net Energy Metering (NEM) on the horizon, interest in the CLEAN program will
increase despite the comparatively high rates that property owners in Palo Alto charge for
leasing their rooftop space, as well as the lack of space available to install ground-mounted or
parking structure-based projects.
Community Solar Program
As part of the Local Solar Plan, staff is developing a voluntary community solar share program,
which would be available to all electric ratepayers and would primarily benefit community
members who do not have good solar access but want to participate in a local solar project.
This program anticipates finding a host site (possibly a City facility) that would have a Power
Purchase Agreement (PPA) with the City similar to the CLEAN PPA and at the CLEAN price. If
the CLEAN contract price is reduced and a community solar PPA price is reduced to the same
level, it may impact the feasibility of the community solar program. The City could decide to set
a different contract price for the output from the community solar project, but may have
difficulty explaining how it could offer a different contract price to the community solar project
than to other local solar projects through the CLEAN Program.
Recommendation
The UAC and staff recommend that the current CLEAN price of $0.165/kWh for solar projects
continue. As solar system costs have continued to decrease, it is anticipated that at the current
contract price the CLEAN program may attract its first participants in 2016. In addition, the UAC
and staff recommend continuing to offer non-solar eligible renewable energy resources a
CLEAN price equal to the avoided cost of the energy produced by those resources, which is
currently estimated at $0.081/kWh for a 20-year term, and $0.082/kWh for a 25-year term.
Additionally, the UAC and staff recommend continuing with program caps of 3 MW each for the
local solar and the non-solar local renewable resources.
Commission Review and Recommendation
The UAC considered staff’s recommendation at its December 2, 2015 meeting. Some
commissioners had questions about how the avoided cost of renewable energy is calculated,
and requested that staff enumerate the various non-monetary benefits that local solar
resources provide. Commissioner Balantine noted that local generation resources cannot
provide one of the benefits staff cited (grid resiliency in the event of an earthquake or other
emergency situation) unless they use the most modern type of inverters available. But the
commissioners was largely supportive of the staff recommendation.
City of Palo Alto Page 11
After its discussion, the UAC voted 4-0 (with Vice Chair Cook and Commissioners Balantine,
Eglash and Danaher voting yes, and Chair Foster and Commissioners Hall and Schwartz absent)
to recommend that the City Council:
1. Maintain the Palo Alto CLEAN program price for local solar energy resources at the
current price of 0.165 dollars per kilowatt-hour ($/kWh) for a 20-year or 25-year
contract term, and continue with a program limit of 3 megawatts (MW); and
2. Reduce the Palo Alto CLEAN program price for local non-solar eligible renewable energy
resources to the updated avoided cost of such energy ($0.081/kWh for a 20-year
contract term, or $0.082/kWh for a 25-year contract term), from the prior avoided cost
projection ($0.093/kWh for a 20-year contract term, or $0.094/kWh for a 25-year
contract term), and continue with a separate program limit of 3 MW specifically for local
non-solar eligible renewable resources.
The draft notes from the UAC’s December 2, 2015 meeting are provided as Attachment C.
In response to the UAC’s comments at its December 2, 2015 meeting, staff added Figure 1,
which shows the breakdown of the value provided by local solar and non-solar renewable
energy resources to this report.
Resource Impact
Staff estimates the current cost of buying energy from solar resources outside of Palo Alto is
$0.089/kWh (including transmission and capacity) for a 20-year contract, or $0.09/kWh for a
25-year contract. Purchasing the energy generated from 3 MW of local solar projects at
$0.165/kWh is expected to cost about $380,000 per year more than buying the same energy
outside of Palo Alto. This is equivalent to a 0.32% increase in the electric utility’s costs. If the
program increased costs by $380,000 per year, staff has determined that the system average
electric rate would have to increase by $0.0004/kWh. This is equivalent to a bill impact of
$1.85 per year for the median residential customer using 410 kWh/month, or $2.80 per year for
a residential customer using 650 kWh/month.
Changing the program price offered to local, non-solar renewable energy projects is not
expected to impact the cost to the Utility since the recommended price for those projects is
equal to the value of acquiring such projects outside the City.
In addition to the energy costs described above, staff time is associated with marketing and
project review. The project review can be absorbed with existing staff over the life of the
program, and costs will be recovered through project review fees. The additional marketing will
require about 0.1 FTE of staff time and may involve an additional budget for marketing
materials, which would be requested through the annual budget process. The marketing work
will be absorbed by existing staff, but will decrease time spent on other account management
and efficiency program delivery activities.
City of Palo Alto Page 12
Policy Implications
The recommendation to continue the CLEAN program supports the City’s carbon neutral
electric supply portfolio policy as well as the LEAP Objective to enhance supply reliability
through the pursuit of local generation opportunities.
Environmental Review
Adoption of this resolution is not subject to California Environmental Quality Act (CEQA) review
under California Public Resources Code section 21080(b)(8), because the price adopted reflects
the reasonable cost of the CLEAN Program’s operating expenses, including the cost of
purchasing renewable energy from local renewable energy generating systems and the value of
local benefits to CPAU and its ratepayers. Approval of the amended CLEAN program PPA is not
a project under CEQA, and therefore, no environmental assessment is necessary.
Attachments:
Attachment A: Resolution Continuing the Palo Alto CLEAN Program (with Exhibit A-1
Revised Program Rules) (PDF)
Attachment B: Updated Palo Alto CLEAN Power Purchase Agreement (PDF)
Attachment C: Excerpted Minutes of the December 2 2015 UAC Meeting (PDF)
Attachment A
*NOT YET APPROVED*
151026 jjs 01-0024 1
Resolution No. _________
Resolution of the Council of the City of Palo Alto Continuing the Palo Alto
Clean Local Accessible Now Program at the Same Contract Rate of 16.5¢/kWh
for Solar Resources and Decreasing the Contract Rate for Non-Solar
Renewable Energy Resources to 8.1¢/kWh to 8.2¢/kWh Based on the
Reduced Avoided Cost of Local Renewable Energy
R E C I T A L S
A. On March 5, 2012, the City approved the Palo Alto Clean Local Energy Accessible
Now (CLEAN) Program (or feed-in tariff). Under the Palo Alto CLEAN Program, participants who
build a new solar generating system in Palo Alto may obtain a long-term, fixed-price contract
with the City to sell the energy from the system to the City’s electric utility.
B. Council extended the program beyond its original termination date of December
31, 2012 and has periodically reviewed the contract price and program cap.
C. On May 27, 2015, Council approved Resolution 9512, which continued Palo Alto
CLEAN at the contract price of $0.165 per kilowatt-hour (kWh) for local solar resources, added a
25-year contract term option, and expanded the program’s eligibility to local non-solar eligible
renewable energy resources, establishing contract prices of $0.093 per kWh for a 20-year term
or $0.094 per kWh for a 25-year term for such resources. These contract rates were set to be
equal to the then current estimated avoided cost of the energy generated by these resources.
The resolution further established separate program caps of 3 megawatts (MW) of generating
capacity for both the solar and non-solar resources.
D. As solar system costs have continued to decrease, and as the deadline for the
steep reduction in the federal ITC approaches, it is anticipated that at the current contract price
the CLEAN program may attract its first participants in 2016.
E. In April 2015, the City released a Request for Proposals for projects that could
deliver renewable energy to the City, and results indicate that the avoided cost of energy
generated by renewable resources has dropped since Council adopted a CLEAN Program price
for local non-solar resources in May 2015.
F. The City therefore wants to continue the CLEAN program for solar resources at
the same contract price and program parameters (including the separate 3 megawatt (MW)
caps applicable to the solar and non-solar portions of the program), while reducing the contract
prices available to local non-solar eligible renewable resources to $0.081 per kWh for a 20-year
term or $0.082 per kWh for a 25-year term for such resources, which is equal to the current
estimated avoided cost of energy generated by these resources.
Attachment A
*NOT YET APPROVED*
151026 jjs 01-0024 2
The Council of the City of Palo Alto (“City”) RESOLVES:
SECTION 1. The Council adopts revised Palo Alto CLEAN Program Eligibility Rules
Requirements, set forth in Exhibit 1 attached to this Resolution.
SECTION 2. The Council authorizes the City Manager or his designee to sign contracts
for the output of one or more solar, or other non-solar eligible renewable energy resource
meeting the CLEAN Program Eligibility Rules and Requirements described in Section 1. The total
CLEAN Program cost commitment made by the City during the life of the program shall not
exceed $25,000,000, which is sufficient for a program cap of 3 MW of local solar generating
capacity and 3 MW of local, non-solar generating capacity over a 25-year contract term.
SECTION 3. The Council finds that the City of Palo Alto Utilities’ (CPAU’s) purchase of
energy from local renewable sources provides additional local benefits to CPAU when
compared to energy purchased outside Palo Alto, which in turn become benefits to CPAU
ratepayers and the local community. These benefits include a reduction in CPAU’s costs and
energy losses associated with energy transmission and distribution, and a reduction in CPAU’s
capacity requirements. When the City purchases energy from local sources, a portion of the
City’s electric expenditures remain within the community, which provides revenue for local
economic development. Locating generation near load centers can also reduce the need for
new transmission lines, thus reducing the environmental impacts of the electric system and
improving reliability in transmission-constrained regions like the Greater Bay Area. When solar
systems are installed on rooftops and parking facilities, the shade created reduces the energy
required for cooling and creates value for vehicle owners. In addition, as new technology and
energy storage systems are developed, the local renewable energy generation, in combination
with storage systems, has the potential to provide resiliency to the City’s electric distribution
system. Further, local renewable energy generation that participates in the CLEAN Program
provides long-term certainty and value to the entire community—benefits that are not
provided when such energy is sold to the City on a short-term basis or used on-site. The
Council therefore finds that offering the Palo Alto CLEAN Program to participants is a
reasonable cost of providing electric service to CPAU’s electric customers.
SECTION 4. The Council finds that the adoption of this resolution is not subject to
California Environmental Quality Act review under California Public Resources Code section
21080(b)(8), because the rate adopted reflects the reasonable cost of the CLEAN Program’s
operating expenses, including the cost of purchasing renewable energy from local solar
generating systems, and the value of local benefits to CPAU and its ratepayers as described in
SECTION 3 of this resolution. Approval of the amended CLEAN Program Eligibility Rules and
//
//
Attachment A
*NOT YET APPROVED*
151026 jjs 01-0024 3
Requirements attached to the Resolution as Exhibit 1 is not a project under CEQA, and
therefore, no environmental review is required.
INTRODUCED AND PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST:
___________________________ _______________________
City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
___________________________ _______________________
Senior Deputy City Attorney City Manager
___________________________
Director of Utilities
___________________________
Director of Administrative Services
PALO ALTO CLEAN (CLEAN LOCAL ENERGY ACCESSIBLE NOW)
PROGRAM ELIGIBILITY RULES AND REQUIREMENTS
Effective __________
A. PARTICIPATION ELIGIBILITY:
The Palo Alto Clean Local Energy Accessible Now Program (the “CLEAN Program”) is open to
participation by any Eligible Renewable Energy Resource, as defined in Section D.4, that
satisfies these Program Eligibility Rules and Requirements.
B. TERRITORIALITY REQUIREMENT:
In order to be eligible to participate in the CLEAN Program, an Eligible Renewable Energy
Resource must be located in and generating electricity from within the utility service area of
the City of Palo Alto.
C. PRICES AND TERM FOR ELIGIBLE RENEWABLE RESOURCES:
The following purchase price shall apply to the electricity produced by an Eligible
Renewable Energy Resource participating in the Program, except as provided in Section D.5.
Solar Energy Resources:
Contract Term Contract Price
20 years $0.165 / kWh
25 years $0.165 / kWh
Other, Non-Solar Eligible Renewable Energy Resources:
Contract Term Contract Price
20 years $0.081 / kWh
25 years $0.082 / kWh
D. ADDITIONAL RULES AND REQUIREMENTS:
1.The owner of the Eligible Renewable Energy Resource shall enter into an Eligible
Renewable Energy Resource Power Purchase Agreement (“PPA”) with the City of Palo
Alto prior to delivering energy to the City.
2.The maximum, aggregate generation capacity from all solar facilities participating in the
CLEAN Program is three (3) Megawatts (“MW”) (the “Program Capacity”, based on the
generating facility’s California Energy Commission rating, CEC-AC). Generating capacity
from non-solar, eligible renewable energy resources will not be counted towards this 3
MW cap for the solar program. Instead non-solar, local eligible renewable energy
resources will be subject to a 3 MW cap of their own.
3.An application for participation in the CLEAN Program to sell output to the City (the
“Application”) may be submitted at any time. Applications will be considered in the
EXHIBIT 1 to ATTACHMENT A
PALO ALTO CLEAN (CLEAN LOCAL ENERGY ACCESSIBLE NOW)
PROGRAM ELIGIBILITY RULES AND REQUIREMENTS
Effective __________
order received.
4. Eligible Renewable Energy Resource means an electric generating facility that: (a) is
defined and qualifies as an “eligible renewable energy resource” under California Public
Utilities Code Section 399.12(e) and California Public Resources Code Section 25471,
respectively, as amended; and (b) meets the territoriality requirement set forth in
Section B.
5. The California Energy Commission’s (“CEC”) certification of the Eligible Renewable
Energy Resource shall be required within six (6) months of the commercial operation
date of the generating facility; the facility’s owner shall provide written notice of the
CEC’s certification to the City within ten (10) business days of receipt of said
certification. If the City agrees, in its sole discretion, to take delivery of the generating
facility’s electricity prior to the CEC’s certification, then, as the facility’s electricity
cannot be considered in fulfillment of the City’s RPS requirements, the price that the
City will pay for the generating facility’s electricity (the “Pre-Certification Price”) will be
set to $0.076 per kWh (for a 20-year contract term) or $0.08 per kWh (for a 25-year
contract term), based on the estimated levelized cost of brown power over a 20-year or
25-year period, respectively. Upon the CEC’s certification of the generating facility and
the provision of notice of such certification to the City in accordance with this section,
the City will pay the Price set forth in Section C of these CLEAN Program Rules and
Requirements and the PPA (collectively referred to as the “Contract Price”) for the
generating facility’s electricity delivered on and after the date of the CEC’s certification.
The City will, in its sole discretion, “true-up”, as appropriate, the difference between the
Contract Price and the Pre-Certification Price for any electricity received and paid for by
the City, effective as of the date of certification of the Eligible Renewable Energy
Resource.
6. If an Eligible Renewable Energy Resource is authorized to participate in the CLEAN
Program, then that Resource shall not be entitled to receive any rebate or other
incentive from the City’s Photovoltaic (PV) Partners Program or any other similar
incentive program funded by the City’s ratepayers. To the extent any rebate or
incentive is paid to the owner of the Resource, that rebate or incentive shall be
disgorged and refunded to the City upon 30 days’ notice, if the Eligible Renewable
Energy Resource continues to participate in the CLEAN Program. If a rebate or an
incentive has been paid to the Eligible Renewable Energy Resource, then that Resource
shall be ineligible to participate in the CLEAN Program.
7. All electricity generated by the Eligible Renewable Energy Resource shall be delivered
only to the City. No portion of the electricity may be used to offset any load of the
generating facility (other than incidental loads associated with operating the generating
facility).
8. A metering and administration fee will be charged to each Eligible Renewable Energy
PALO ALTO CLEAN (CLEAN LOCAL ENERGY ACCESSIBLE NOW)
PROGRAM ELIGIBILITY RULES AND REQUIREMENTS
Effective __________
Resource that participates in the CLEAN Program. See Utilities Rate Schedule E-15
(Electric Service Connection Fees).
040914 jrm 0180042 1
POWER PURCHASE AGREEMENT
ELIGIBLE RENEWABLE ENERGY RESOURCE
(Palo Alto Clean Local Energy Accessible Now Program)
This Power Purchase Agreement - Eligible Renewable Energy Resource, dated, for convenience,
, 20 (the “Effective Date”), is entered into by and between the CITY OF PALO
ALTO, a California chartered municipal corporation, and ,
a corporation (individually, a “Party” and, collectively, the “Parties”).
RECITALS
1.The Buyer has adopted and implemented its CLEAN Program, which allows an owner of a
qualifying electric generation system to sell to the Buyer the power output of a small-scale distributed
generation Eligible Renewable Energy Resource, subject to the CLEAN Program’s rules and requirements.
2.The Seller owns or operates and desires to interconnect its Facility in parallel with Buyer’s
Distribution System and sell the Energy produced by its Facility, net of Station Service Load, directly to the
Buyer in furtherance of the CLEAN Program.
3.The Parties do not intend this Agreement to constitute an agreement by the Buyer to provide
retail electrical service to the Seller.
4.The Parties wish to enter into a power purchase agreement for the sale and purchase of the
Output of the Facility. The Parties will enter into a separate “Interconnection Agreement” in connection
with this Agreement.
NOW THEREFORE, in consideration of the foregoing recitals and the following covenants,
terms and conditions, the Parties agree, as follows:
AGREEMENT
1.1 DEFINITIONS
The initially capitalized terms, whenever used in this Agreement, have the meanings set forth
below, unless they are otherwise herein defined. The terms “include,” “includes,” and “including,” when
used in this Agreement, shall mean, respectively, “include, without limitation,“ “includes, without
limitation” and “including, without limitation.”
“Agreement” means this Power Purchase Agreement – Eligible Renewable Energy Resource between the
Buyer and the Seller.
“Business Day” means any day except a Saturday, Sunday, or a day that the City observes as a regular
holiday under Palo Alto Municipal Code section 2.08.100(a).
“Buyer” refers to the City of Palo Alto, California, with a principal place of business at 250 Hamilton
Avenue, Palo Alto, California 94301.
“Buyer’s Distribution System” means the wires, transformers, and related equipment used by the Buyer to
deliver electric power to the Buyer’s retail customers, typically at sub-transmission level voltages or lower.
“CAISO” means the California Independent System Operator Corporation, or successor entity.
“CAISO Tariff” means the CAISO FERC Electric Tariff, as amended.
“Capacity” means the ability of a generator at any given time to produce Energy at a specified rate, as
ATTACHMENT B
040914 jrm 0180042 2
measured in megawatts (“MW”) or kilowatts (“kW”), and any reporting rights associated with it.
“Capacity Attributes” means any current or future defined characteristic, certificate, tag, credit, or
ancillary service attribute, whether general in nature or specific as to the location or any other attribute of
the Facility, intended to value any aspect of the Contract Capacity of the Facility to produce Energy or
ancillary services, including contributions towards Resource Adequacy (including those requirements
defined in Section 40 of the CAISO Tariff) or reserve requirements (if any), and any other reliability or
power attributes.
“CEC” means the California Energy Resources Conservation and Development Commission, or successor
agency.
“Certificate of RPS Eligibility” means a certificate issued by the CEC as evidence of RPS Certification of
the Facility.
“City” means the government of the City of Palo Alto, California.
“CLEAN Program” refers to the Palo Alto Clean Local Energy Accessible Now Program, a renewable
energy program established by the City by adoption of resolution number , dated , of the
Palo Alto City Council, whereby the Buyer will purchase from the Seller the Output of Eligible Renewable
Energy Resources that meet specified criteria set forth in the City’s applicable ordinances and resolutions.
“Commercial Operation” means the period of operation of the Facility, once the Commercial Operation
Date has occurred.
“Commercial Operation Date” means the date specified in the Commercial Operation Date Confirmation
Letter, which the Parties execute and exchange in accordance with this Agreement.
“Contract Capacity” means the installed electrical Capacity available upon the Commercial Operation
Date of the Facility in an amount, as specified in Exhibit “PPA-A.” “Contract Capacity” is measured at the
Buyer’s revenue meter at the Delivery Point and is net of any Station Service Loads, any applicable Facility
step-up transformer losses, and distribution losses on Buyer’s Distribution System up to the Delivery Point.
“Contract Price” means the price paid by the Buyer to the Seller for the Output generated at the Facility
and received by the Buyer, as set forth in Exhibit “PPA-A.”
“CPUC” means the California Public Utilities Commission, or successor agency.
“Delivery Point” means the point of interconnection to Buyer’s Distribution System, where the Buyer
accepts title to the Output.
“Delivery Term” has the meaning set forth in Section 14.2 hereof.
“Eligible Renewable Energy Resource” means an electric generating facility that is defined and qualified
as an “eligible renewable energy resource” under California Public Utilities Code Section 399.12(e) and
California Public Resources Code Section 25471, respectively, as amended.
“Energy” means electrical energy generated from the Facility and delivered to Buyer’s Distribution System
with the voltage and quality required by the Buyer, and measured in megawatt-hours (“MWh”) or kilowatt-
hours (“kWh”), as metered at the Delivery Point.
“Facility” means the qualifying renewable energy generation equipment and associated power conditioning
and interconnection equipment that deliver the Output to the Buyer at the Delivery Point.
“FERC” means the Federal Energy Regulatory Commission, or successor agency.
040914 jrm 0180042 3
“Forced Outage” means an unplanned outage of one or more of the Facility’s components that results in a
reduction of the ability of the Facility to produce Capacity.
“Force Majeure” means an event or circumstance, which prevents a Party from performing its obligations
under this Agreement, and which is not in the reasonable control of, or the result of negligence of, the Party
claiming Force Majeure, and which by the exercise of due diligence is unable to overcome or cause to be
avoided. “Force Majeure” shall include: (a) An act of nature, riot, insurrection, war, explosion, labor
dispute, fire, flood, earthquake, storm, lightning, tidal wave, backwater caused by flood, act of the public
enemy, terrorism, or epidemic; (b) Interruption of transmission or generation services as a result of a
physical emergency condition (and not congestion-related or economic curtailment) not caused by the fault
or negligence of the Party claiming Force Majeure and reasonably relied upon and without a reasonable
source of substitution to make or receive deliveries hereunder, civil disturbances, strike, labor disturbances,
labor or material shortage, national emergency, restraint by court order or other public authority or
governmental agency, actions taken to limit the extent of disturbances on the electrical grid; or (c) Other
similar causes beyond the control of the Party affected, which causes such Party could not have avoided by
the exercise of due diligence and reasonable care. A Party's financial incapacity, the Seller’s ability to sell
the Output at a more favorable price or under more favorable conditions, or the Buyer’s ability to acquire
the Output at a more favorable price or under more favorable conditions or other economic reasons shall
not constitute an event of Force Majeure. “Force Majeure” does not include a Forced Outage to the extent
such event is not caused or exacerbated by an event of Force Majeure, as described above, and does not
include the Seller’s inability to obtain financing, permits, or other equipment and instruments necessary to
plan for, construct, or operate the Facility.
“Good Utility Practice” means those practices, methods and acts that would be implemented and followed
by prudent operators of electric energy generating facilities in the western United States, similar to the
Facility, during the relevant time period, which practices, methods and acts, in the exercise of prudent and
responsible professional judgment in the light of the facts known at the time the decision was made, could
reasonably have been expected to accomplish the desired result consistent with good business practices,
reliability, and safety. The Seller acknowledges that its use of Good Utility Practice does not exempt it
from performing any of its obligations arising under this Agreement. “Good Utility Practice” includes, at a
minimum, those professionally responsible practices, methods and acts described in the preceding
paragraph that comply with manufacturers’ warranties, restrictions in this Agreement, the interconnection
requirements of Buyer, the requirements of governmental authorities, and WECC and NERC standards.
“Good Utility Practice” also includes the taking of reasonable steps to ensure that:
(a) Equipment, materials, resources, and supplies, including spare parts inventories, are available
to meet the Facility’s needs;
(b) Sufficient operating personnel are available at all times and are adequately experienced and
trained and licensed as necessary to operate the Facility properly and efficiently, and are capable
of responding to reasonably foreseeable emergency conditions at the Facility and emergencies
whether caused by events on or off the Facility’s site;
(c) Preventive, routine, and non-routine maintenance and repairs are performed on a basis that
ensures reliable, long-term and safe operation of the Facility, and are performed by
knowledgeable, trained, and experienced personnel utilizing proper equipment and tools;
(d) Appropriate monitoring and testing are performed to ensure equipment is functioning as
designed; and
(e) Equipment is not operated in a reckless manner, in violation of manufacturer’s guidelines or in
a manner unsafe to workers, the general public, or the connecting utility’s electric system or
contrary to environmental laws, permits or regulations or without regard to defined limitations
such as, flood conditions, safety inspection requirements, operating voltage, current, volt ampere
reactive (VAR) loading, frequency, rotational speed, polarity, synchronization, and control system
limits; and equipment and components are designed and manufactured to meet or exceed the
standard of durability that is generally used for electric energy generating facilities operating in the
western United States and will function properly over the full range of ambient temperature and
weather conditions reasonably expected to occur at the Facility site and under both normal and
emergency conditions.
040914 jrm 0180042 4
“Green Attributes” refers to the definition set forth in the Standard Terms and Conditions, Appendix A-2,
as amended, Decision D.07-02-011, as modified by D.07-05-057, of the CPUC, which incorporates the
definition of “Environmental Attributes” set forth in the Standard Terms and Conditions, Appendix A-1, as
amended, D. 04-06-014. “Green Attributes” includes any and all credits, benefits, emissions reductions,
environmental air quality credits, offsets, and allowances, howsoever entitled, attributable to the generation
from the Facility, and its displacement of conventional energy generation, whether existing now or arising
in the future. “Green Attributes” includes RECs, as well as (1) any avoided emissions of pollutants to the
air, soil or water, such as sulfur oxides (“SOx”), nitrogen oxides (“NOx”), carbon monoxide (“CO”) and
other pollutants; (2) any avoided emissions of carbon dioxide (“CO2”), methane (“CH4”), nitrous oxide,
hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride, and other greenhouse gases (“GHGs”) that have
been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law,
to contribute to the actual or potential threat of altering the Earth’s climate by trapping heat in the
atmosphere; and (3) the reporting rights to these avoided emissions such as Green Tag Reporting Rights
and RECs. “Green Tag Reporting Rights” are the right of a Green Tag Purchaser to report the ownership
of accumulated Green Tags in compliance with federal or state law, if applicable, and to a federal or state
agency or any other party at the Green Tag Purchaser’s discretion, and include those Green Tag Reporting
Rights accruing under Section 1605(b) of the Energy Policy Act of 1992 and any present or future federal,
state, or local law, regulation or bill, and international or foreign emissions trading program. Green Tags
are accumulated on a kWh basis and one Green Tag represents the Green Attributes associated with one (1)
MWh of Energy. “Green Attributes” do not include (i) any Energy, Capacity, reliability, or other power
attributes of the Facility, (ii) production or investment tax credits associated with the construction or
operation of the Facility and other financial incentives in the form of credits, grants, reductions, or
allowances associated with the Facility that are applicable to a state or federal income taxation obligation,
(iii) fuel-related subsidies or “tipping fees” that may be paid to Seller to accept certain fuels, or local
subsidies received by the generator for the destruction of particular pre-existing pollutants or the promotion
of local environmental benefits, or (iv) emission reduction credits encumbered, used or created by the
Facility for compliance with or sale under local, state, or federal operating and/or air quality permits or
programs. If the Facility is a biomass or landfill facility and the Seller receives any tradable Green
Attributes based on the Facility’s greenhouse gas reduction benefits or other emission offsets attributed to
its fuel usage, the Seller shall provide the Buyer with sufficient Green Attributes to ensure that there are
zero net emissions associated with the production of electricity from the Facility. “Green Attributes”
includes any other environmental credits or benefits recognized in the future and attributable to Energy
generated by the Facility during the Term that may not be represented by Green Tag Reporting Rights or
RECs, unless otherwise excluded herein. Any Green Attributes provided under this Agreement shall be
documented by RECs, or any other representation of the environmental benefits of the Output, the monthly
cumulative total of which shall be provided to the Buyer, as specified herein.
“Interconnection Agreement” refers to the agreement between the Buyer and the Seller, specific to the
interconnection of the Facility to Buyer’s Distribution System.
“NERC” means the North American Electric Reliability Corporation, or successor organization.
“NCPA” means Northern California Power Agency, a California joint action agency, or successor agency.
“Output” means all Capacity associated with Contract Capacity and associated Energy made available
from the Facility, as well as any Capacity Attributes, Green Attributes, or other attributes existing now or in
the future associated with Contract Capacity and/or associated Energy. “Output” does not include
production or investment tax credits associated with the construction or operation of the Facility and other
financial incentives in the form of credits, grants, reductions, or allowances associated with the Facility that
are applicable to a state or federal income taxation obligation.
“Planned Outage” means an outage, scheduled in advance, of one or more of the Facility’s components
that results in a reduction of the ability of the Facility to produce Capacity.
040914 jrm 0180042 5
“Pre-Certification Price” means the contract price to be paid for all Energy delivered to the Buyer prior to
the RPS Certification Date, as specified in Exhibit “PPA-A”.
“Renewable Energy Credit” or “REC” has the meaning set forth in Section 399.12(h)(1) and (2) of the
California Public Utilities Code, and includes a certificate of proof that one unit of electricity was generated
by an Eligible Renewable Energy Resource. Currently, RECs are used to convey all Green Attributes
associated with electricity production by a renewable energy resource. RECs are accumulated on a kWh
basis and one REC represents the Green Attributes associated with the generation of 1 MWh (1,000 kWhs)
from the Facility. For purposes of this Agreement, the term REC shall be synonymous with the term Green
Tag, green ticket, bundled or unbundled renewable energy credit, tradable renewable energy certificates, or
any other term used to describe the documentation that evidences the renewable and Green Attributes
associated with electricity production by an Eligible Renewable Energy Resource.
“Renewables Portfolio Standard” or “RPS” means the standard adopted by the State of California
pursuant to Senate Bill 2 1st Extraordinary Session (SBX1 2, Chapter 1, Statutes 2011-12), and California
Public Utilities Code Sections 399.11through 399.31, inclusive, as may be amended, setting minimum
renewable energy targets for local publicly owned electric utilities.
“Reservation Deposit” means the monetary deposit submitted by the Seller (or the Facility sponsor on
behalf of the Seller) to secure a reservation of the CLEAN Program’s prices. The Reservation Deposit is
set forth in Exhibit “PPA-A.”
“Resource Adequacy” means a requirement by a governmental authority or in accordance with its FERC-
approved tariff, or a policy approved by a local regulatory authority, that is binding upon either Party and
that requires that Party to procure a certain amount of electric generating capacity.
“RPS Certification” means certification by the CEC that the Facility qualifies as an Eligible Renewable
Energy Resource for RPS purposes, and that all Energy produced by the Facility qualifies as generation
from an Eligible Renewable Energy Resource, as evidenced by a Certificate of RPS Eligibility.
“RPS Certification Date” means the date on which the RPS Certification begins, as specified in the
Certificate of RPS Eligibility.
“Seller” means with a principal place of business at
, , .
“Station Service Load” means the electrical loads associated with the operation and maintenance of the
Facility, which may at times be supplied from the Facility’s Energy.
“Term” has the meaning set forth in Section 14.1 hereof.
“WECC” means the Western Electricity Coordinating Council, the regional entity responsible for
coordinating and promoting regional bulk electric system reliability in the Western Canada and the United
States, or any successor organization.
2.0 SELLER’S GENERATING FACILITY, PURCHASE PRICE AND PAYMENT
2.1 Facility. This Agreement governs the Buyer’s purchase of the Output from the Facility,
as described in Exhibit “PPA-A.” The Seller shall not modify the Facility to increase or decrease the
Contract Capacity after the Commercial Operation Date.
2.2 Products Purchased. During the Delivery Term, the Seller shall sell and deliver, or cause
to be delivered, and the Buyer shall purchase and receive, or cause to be received, the Output from the
Facility. The Seller shall not have the right to procure the Output from sources other than the Facility for
sale or delivery to the Buyer under this Agreement or to substitute the Output.
040914 jrm 0180042 6
2.3 Delivery Term. The Delivery Term shall commence on the Commercial Operation Date under this
Agreement, and shall continue for an uninterrupted period of twenty (20) years. This period will commence
on the first day of the calendar month immediately following the Commercial Operation Date. As evidence
of the Commercial Operation Date, the Parties shall execute and exchange the “Commercial Operation
Date Confirmation Letter,” attached hereto as Exhibit “PPA-B.” The Commercial Operation Date shall be
the date on which the Parties acknowledge, in writing, that the Facility starts operating and is otherwise in
compliance with applicable interconnection and system protection requirements, including the final
approvals by the City’s building department official.
2.4 Payment for Products Purchased.
2.4.1 Deliveries Prior to RPS Certification Date. Once the Facility has achieved
Commercial Operation, if the CEC has not issued a Certificate of RPS Eligibility for the Facility
or the Facility has not been registered with the appropriate entity for the tracking of Green
Attributes, the Buyer will pay the Seller for the Output by multiplying the Pre-Certification Price
by the quantity of Energy.
2.4.2 Deliveries After RPS Certification Date. Once the Facility has achieved
Commercial Operation, the CEC has issued a Certificate of RPS Eligibility for the Facility, and
the Facility has been registered with the appropriate entity for the tracking of Green Attributes, the
Buyer shall pay the Seller for all Output on or after the RPS Certification Date by multiplying the
Contract Price by the quantity of Energy.
2.4.3 True-up Upon Issuance of Certificate of RPS Eligibility. Once the Facility has
achieved Commercial Operation, the CEC has issued a Certificate of RPS Eligibility for the
Facility, and the Facility has been registered with the appropriate entity for the tracking of Green
Attributes, the Buyer will pay the Seller an amount equal to the difference between the Contract
Price and the Pre-Certification Price for the Output (a) that was delivered on or after the RPS
Certification Date and (b) for which the Seller has already received payment at the Pre-
Certification Energy Price.
2.4.4 Energy in Excess of Contract Capacity. The Seller shall not receive payment for
any Energy or Green Attributes delivered in any hour to the Buyer in excess of the following
amount of energy (in kilowatt-hours): 110% of the Contract Capacity (in kilowatts) multiplied by
one hour. Any payment in excess of this amount shall be refunded to the Buyer, on demand.
2.5 Billing. The Buyer shall pay the Seller by check or electronic funds transfer, on a
monthly basis, within thirty (30) days of the meter reading date.
2.6 Title and Risk of Loss. Title to and risk of loss related to the Output shall be transferred
from the Seller to the Buyer at the Delivery Point. The Seller warrants that it will deliver to the Buyer the
Output free and clear of all liens, security interests, claims, encumbrances or any interest therein or thereto
by any person, arising prior to the Delivery Point.
2.7 No Additional Incentives. The Seller warrants that it has not received any other
incentives funded by the Buyer’s ratepayers and it further agrees that, during the Term, it shall not seek
additional compensation or other benefits from the Buyer pursuant to the following programs of the Buyer:
(a) Photovoltaic (PV) Partners Program; (b) Power from Local Ultra-Clean Generation Incentive (PLUG-
In) Program; or (c) other similar programs that are or may be funded by the Buyer’s ratepayers.
040914 jrm 0180042 7
3.0 RPS CERTIFICATION; GREEN ATTRIBUTES
3.1 CEC Certification. The Seller, at its own cost and expense, shall obtain the RPS
Certification within six (6) months of the Commercial Operation Date. The Seller shall maintain the RPS
Certification at all times during the Delivery Term. The foregoing provision notwithstanding, the Seller
shall not be in breach of this Agreement and the Buyer shall not have the right to terminate this Agreement,
if the Seller’s failure to obtain or maintain the RPS Certification is due to a change in California law,
occurring after the Commercial Operation Date, so long as the Seller has used commercially reasonable
efforts to obtain and maintain the RPS Certification and the Seller’s actions or omissions did not contribute
to its inability to obtain and maintain the RPS Certification.
3.2 Obligation to Deliver Green Attributes. The Seller shall sell and deliver to the Buyer, and
the Buyer shall buy and receive from the Seller, all right, title, and interest in and to Green Attributes
associated with Energy, produced by the Facility and delivered to the Buyer at the Delivery Point, whether
now existing or that hereafter come into existence during the Term, except as otherwise excluded herein;
provided, the Buyer shall not be obligated to purchase and pay the Seller for any Green Attributes
associated with any amount of the Output, that is generated by any fuel which is not renewable and which
cannot be counted for the purpose of the production of Green Attributes. The Seller agrees to sell and make
all such Green Attributes available to the Buyer to the fullest extent allowed by applicable law, in
accordance with the terms and conditions of this Agreement. The Seller warrants that the Green Attributes
provided under this Agreement to the Buyer shall be free and clear of all liens, security interests, claims
and encumbrances.
3.3 Conveyance of Green Attributes. The Seller shall provide Green Attributes associated
with the Facility, which shall be documented and conveyed to the Buyer in accordance with the procedure
described in Exhibit “PPA-D.”
3.4 Additional Evidence of Green Attributes Conveyance. At the Buyer’s request, the Seller
shall provide additional reasonable evidence to the Buyer or to third parties of the Buyer’s right, title, and
interest in the Green Attributes and any other information with respect to Green Attributes, as may be
requested by the Buyer.
3.5 Modification of Green Attributes Conveyance Procedure. The Buyer may unilaterally
modify Exhibit “PPA-D” in order to reflect changes necessary in the Green Attributes conveyance
procedures, so that the Buyer may be able to receive and report the Green Attributes, purchased under this
Agreement, as belonging to the Buyer.
3.6 Reporting of Ownership of Green Attributes. The Seller shall not report to any person or
entity that the Green Attributes sold and conveyed to the Buyer belong to any person other than the Buyer.
The Buyer may report under any applicable program that Green Attributes purchased by the Buyer
hereunder belong to it.
3.7 Greenhouse Gas Emissions. The Seller shall comply with any laws and/or regulations
regarding the need to offset emissions of GHGs by delivering to the Buyer the Energy from the Facility
with a net zero GHG impact.
4.0 CONVEYANCE OF CAPACITY ATTRIBUTES
4.1 Conveyance of Resource Adequacy Capacity. The Seller shall not report to any person or
entity that the Resource Adequacy Capacity, as defined in the CAISO Tariff) associated with the Facility,
if any, belongs to a person other than the Buyer, which may report that Resource Adequacy Capacity
purchased hereunder belongs to it to fulfill the Resource Adequacy requirements, as defined in Section 40
of the CAISO Tariff, as amended, or any successor program. The Seller shall take those actions described
in Section 6.0 hereof, as applicable, to secure recognition of Resource Adequacy Capacity by the CAISO.
4.2 Conveyance of Other Capacity Attributes. In addition to the obligations imposed on the
040914 jrm 0180042 8
Seller under Section 4.1, the Seller will undertake any and all actions reasonably needed to enable the
Buyer to effect the recognition and transfer of any Capacity Attributes in addition Resource Adequacy, to
the extent that such Capacity Attributes exist now or will exist in the future; provided, if such actions
require any actions beyond the giving of notice by the Seller, then the Buyer shall reimburse all out-of-
pocket costs and charges of such actions.
4.3 Reporting of Ownership of Capacity Attributes. The Seller shall not report to any person
or entity that the Capacity Attributes sold and conveyed to the Buyer belong to any person other than the
Buyer. The Buyer may report under any such program that such Capacity Attributes purchased hereunder
belong to it.
5.0 METERING AND OPERATIONS
5.1 Timing of Outages. The Seller may not schedule or take any Planned Outage from 12:00
p.m. through 7:00 p.m. Pacific Time during the months of June through October.
5.2 Outage Reporting.
5.2.1 Buyer Request. The Seller is not required to report any Planned Outage or Forced
Outage, unless the Buyer first submits a written request to the Seller to commence Outage
reporting. Upon receipt of such a request, the Seller shall report all subsequent Planned Outages
and the Forced Outages according to the procedures described in subsections 5.2.2 and 5.2.3, and
shall continue such reporting until (a) the termination of this Agreement for any reason, or (b) the
Buyer subsequently provides written notice to the Seller that the Seller may cease such reporting
in the future.
5.2.2 Planned Outage Notifications. The Seller shall notify the Buyer at least 72 hours in
advance of any Planned Outage that would result in a reduction in the effective Output of the
Facility during the period over which the Planned Outage is scheduled. Notification shall be
provided by e-mail to the e-mail address (or addresses) set forth in Exhibit “PPA-F.”
5.2.3 Forced Outage Notifications. Within 24 hours of the occurrence of a Forced
Outage of the Facility that impacts the ability of the Facility to produce Energy, the Seller shall
notify the Buyer of the Forced Outage, including the Capacity of the Facility that is impacted, and
the expected duration of the Forced Outage. Within 24 hours of the return of the Facility to service
following the Forced Outage, the Seller shall notify the Buyer of the return-to-service details.
Notification shall be made by e-mail to the address (or addresses) set forth in Exhibit “PPA-F.”
5.3 Metering. The Buyer shall furnish and install one or more standard watt-hour meters to
read Energy generated by the Facility, and it will charge a meter fee to the Seller to cover the costs
associated with the meter’s purchase and installation. As requested, the Seller shall provide and install a
meter socket in accordance with the Buyer’s metering standards. The Buyer reserves the right to install
additional metering equipment at its sole cost and expense.
6.0 PARTICIPATING GENERATORS
6.1 Applicability. This Section 6.0 shall apply if the Facility meets the definition of a
“Participating Generator,” as may be defined by the CAISO Tariff. This Section 6.0 shall not apply if the
definition applies to the Facility only upon the election by the Seller. For the purposes of this Section 6.0,
all special terms not otherwise defined in Section 1.0 are defined in the CAISO Tariff.
6.2 Participating Generator Agreement. The Buyer will notify the CAISO of the Seller’s
interconnection to Buyer’s Distribution System. If the CAISO requires it, the Seller, at its own expense,
shall negotiate and enter in to two contracts, a “Participating Generator Agreement” and a “Meter Services
Agreement for CAISO Metered Entities,” with the CAISO.
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6.3 Scheduling Coordination. If the CAISO requires the Seller to enter in to a Participating
Generator Agreement, then the Seller shall designate NCPA as the Buyer’s scheduling coordinator. The
Buyer, acting in its sole discretion, may replace NCPA as the scheduling coordinator for the Facility. If
NCPA ceases to be the scheduling coordinator for the Facility and the Buyer has not, upon fourteen (14)
days’ prior written notice of inquiry from the Seller, appointed a replacement scheduling coordinator, then
the Seller shall have the right to appoint a replacement scheduling coordinator on the Buyer’s behalf.
Thereafter, the Buyer shall enter into all reasonable and appropriate agreements with such replacement
scheduling coordinator at its own costs.
6.4 Scheduling Procedure. The Buyer may require the Seller to provide the Buyer with
Energy forecasts on a periodic basis, as may be necessary for the Buyer to account for expected Facility
generation in its daily power scheduling process. The requirements are set forth in Exhibit “PPA-C.”
6.5 Modification of Scheduling and Outage Notification Procedure. The Buyer may
unilaterally modify Exhibit “PPA-C” to reflect changes necessary in the scheduling and Outage notification
procedures. The Buyer shall give the Seller reasonable notice of any such changes.
6.6 Provision of Other Equipment. If the Seller is required to enter into a Participating
Generator Agreement with the CAISO, then the Seller, at its own cost and expense, shall provide and
maintain data transmission-grade phone line and telecommunications equipment at the meter location that
complies with applicable requirements of the CAISO, the Buyer, and NCPA. Any meter installed by the
Seller shall comply at all times with the CAISO’s metering requirements. If the Seller fails to provide or
maintain any such required equipment or data connection, then the Buyer shall acquire, install and maintain
the same at the Seller’s sole cost and expense.
6.7 Designation as Resource Adequacy Resource. The Buyer may submit a written request
to the Seller to obtain the CAISO’s designation of the Facility as a Resource Adequacy Resource. Upon
receipt of such request, the Seller shall provide such information and undertake such steps as may be
required by the CAISO in order to complete such an assessment. If the Buyer makes such a request, then
the Buyer shall be responsible for the following: (1) any costs charged to the Seller by the CAISO as a
condition of applying for or receiving designation as a Resource Adequacy Resource, including any
deposits required during the study process or the cost of any related studies or deliverability assessments
performed by the CAISO; (2) the capital, installation, and maintenance costs of any additional equipment
required by the CAISO as a condition of receiving designation as a Resource Adequacy Resource; (3) the
costs of any Network Upgrades, as defined in the CAISO Tariff, as may be required by the CAISO,
provided, the Buyer shall receive any subsequent repayments from the CAISO or the Participating
Transmission Owner related to such upgrades; and (4) any charges or penalties assessed by the CAISO as a
consequence of the Facility’s designation as a Resource Adequacy Resource.
6.8 CAISO Charges. The Buyer shall be solely responsible for paying all costs and charges
associated with the receipt of Energy under this Agreement, at the Delivery Point, and for the transmission
and delivery of Energy from the Delivery Point to any other point downstream of the Delivery Point,
including transmission costs and charges, competition transition charges, applicable control area service
charges, transmission congestion charges, inadvertent energy flows, any other CAISO charges related to
the transmission of such Energy by the CAISO and any charge assessed or collected in the future pursuant
to any utility tariff or rate schedule, however defined, for transmission or transmission-related service
rendered by or for any transmission-owning or operating entity. The Seller will undertake any and all
actions reasonably needed to allow the Buyer to comply with any obligations, and minimize any potential
liability, under the CAISO tariff. If and to the extent that the Seller fails to comply with the notice
provision in Exhibit “PPA-C,” concerning Outages, or with its obligations as outlined in the previous
sentence, the Seller shall be wholly responsible for all imbalances, deviations, or any other CAISO charges
or penalties associated with such Outage or other CAISO Tariff obligation.
6.9 Inclusion in Metered Subsystem. At the option of the Buyer, the Facility may be
included within NCPA’s metered sub-system in connection with the scheduling of power over the CAISO
grid and related functions; provided, however, that such inclusion shall have no adverse effect on the
Facility’s operations or the Seller (or any such effect shall be fully mitigated by the Buyer). The Seller will
undertake any and all actions reasonably needed to allow the Buyer to comply with any obligations, and
040914 jrm 0180042 10
minimize any potential liability, under the CAISO Tariff; provided, that if such actions require any actions
beyond the giving of notice to be provided by the Buyer, then the Buyer shall reimburse the Seller for all
out-of-pocket costs and charges of such actions.
7.0 COMMERCIAL OPERATION DATE; REFUND OF RESERVATION DEPOSIT
7.1 Commercial Operation Date. The Facility shall achieve Commercial Operation by the
Commercial Operation Date deadline (the “Deadline”), which is one (1) year from the Effective Date.
7.2 Reservation Deposit. The Buyer acknowledges that, as of the Effective Date or other
date established by the Buyer, the Seller has provided the Reservation Deposit to the Buyer.
7.2.1 If the Commercial Operation Date occurs on or prior to the Deadline, the Buyer
shall refund to the Seller the Reservation Deposit without interest.
7.2.2 If the Commercial Operation Date commences within seventy (70) days of the
Deadline, the Seller, as liquidated damages and not as a penalty, shall relinquish its claim to a ten
percent (10%) portion of the amount of the Reservation Deposit for every full week transpiring
between the Deadline and the Commercial Operation Date, but the total amount to be relinquished
to the Buyer shall not exceed 100% of the Reservation Deposit.
7.2.3 If the Facility has not achieved Commercial Operation within seventy (70) days of
the Deadline, then the Buyer may terminate this Agreement without liability of either Party to the
other Party by giving written notice of termination to the Seller.
7.2.4 If the Seller gives notice of termination to terminate the Agreement before
Commercial Operation occurs, then the Buyer shall refund a percentage of the Reservation
Deposit equal to the following: the percentage to be refunded will equal A/B, where A equals the
number of days between the date of the Seller’s notice of termination, received by the Buyer, and
the Deadline, and B equals the number of days between the Effective Date and the Deadline.
7.3 Return of Reservation Deposit. The Buyer shall return to the Seller the Reservation
Deposit, without interest, in the event that (a) the Buyer furnishes written notice of the costs of
interconnection (defined in the Interconnection Agreement to include the costs related to the
Interconnection Facilities and Distribution Upgrades) to the Seller and (b) within thirty (30) days of receipt
of the notice regarding costs of interconnection, the Seller provides the Buyer with written notice that the
Seller does not intend to sign the Interconnection Agreement and does intend to proceed with the project.
8.0 REPRESENTATION AND WARRANTIES; COVENANTS
8.1 Representations and Warranties. On the Effective Date, each Party represents and
warrants to the other Party that:
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8.1.1 It is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its formation;
8.1.2 The execution, delivery and performance of this Agreement is within its powers,
have been duly authorized by all necessary action and do not violate any of the terms and
conditions in its governing documents, any contracts to which it is a party or any law, rule,
regulation, order or the like applicable to it;
8.1.3 This Agreement and each other document executed and delivered in accordance
with this Agreement constitutes its legally valid and binding obligation enforceable against it in
accordance with its terms;
8.1.4 It is not bankrupt and there are no proceedings pending or being contemplated by it
or, to its knowledge, threatened against it which would result in it being or becoming bankrupt;
8.1.5 There is not pending or, to its knowledge, threatened against it or any of its
affiliates, if any, any legal proceedings that could materially adversely affect its ability to perform
its obligations under this Agreement; and
8.1.6 It is acting for its own account, has made its own independent decision to enter into
this Agreement and as to whether this Agreement is appropriate or proper for it based upon its
own judgment, is not relying upon the advice or recommendations of the other Party in so doing,
and is capable of assessing the merits of, and understands and accepts, the terms, conditions and
risks of this Agreement.
8.2 General Covenants. Each Party covenants that, during the Term:
8.2.1 It shall continue to be duly organized, validly existing and in good standing under
the laws of the jurisdiction of its formation;
8.2.2. It shall maintain (or obtain from time to time as required, including through
renewal, as applicable) all regulatory authorizations necessary for it to legally perform its
obligations under this Agreement; and
8.2.3 It shall perform its obligations under this Agreement in a manner that does not
violate any of the terms and conditions in its governing documents, any contracts to which it is a
party or any law, rule, regulation, order or the like applicable to it.
8.3 Covenant by Seller. The Seller covenants that, during the Term:
8.3.1 If the Eligible Renewal Energy Resource or the Facility is considered an ‘eligible
qualifying facility’ under applicable law and has a net power production capacity of greater than
one (1) megawatt, then the Seller covenants and agrees that, within thirty (30) days of the
Effective Date or longer period allowed by law, it will complete and file Form No. 556 or other
similar form with FERC as the same may be required by law.”
9.0 GENERAL CONDITIONS
9.1 Facility Care and Interconnection. During the Delivery Term, the Seller shall execute
and maintain an “Interconnection Agreement” with the Buyer, whereby the Seller shall pay and be
responsible for designing, installing, operating, and maintaining the Facility in accordance with all
applicable laws and regulations and shall comply with all applicable Buyer, WECC, FERC, and NERC
requirements, including applicable interconnection and metering requirements. The Seller shall also comply
with any modifications, amendments or additions to the applicable tariff and protocols. The Seller also shall
arrange and pay independently for any and all necessary costs under the Interconnection Agreement with
the Buyer.
040914 jrm 0180042 12
9.2 Standard of Care. The Seller shall: (a) operate and maintain the Facility in a safe manner
in accordance with its existing applicable interconnection agreements, manufacturer’s guidelines, warranty
requirements, Good Utility Practice, industry norms (including standards of the National Electrical Code,
Institute of Electrical and Electronic Engineers, American National Standards Institute, and the
Underwriters Laboratories, and in accordance with the requirements of all applicable federal, state and
local laws and the National Electric Safety Code, as such laws and code norms may be amended from time
to time; (b) obtain any governmental authorizations and permits required for the construction and operation
thereof. The Seller shall make any necessary and commercially reasonable repairs with the intent of
optimizing the availability of electricity to the Buyer. The Seller shall reimburse the Buyer for any and all
losses, damages, claims, penalties, or liability that the Buyer incurs as a result of the Seller’s failure to
obtain or maintain any governmental authorizations and permits required for the construction and operation
of the Facility throughout the Term.
9.3 Access Rights. The Buyer, its authorized agents, employees and inspectors shall have the
right to inspect the Facility on reasonable advance notice during normal business hours and for any
purposes reasonably connected with this Agreement or the exercise of any and all rights secured to the
Buyer by law, including, without limitation, its ordinances, resolutions, tariffs, utility rate schedules or
utilities rules and regulations. The Buyer shall make reasonable efforts to coordinate its emergency
activities with the safety and security departments, if any, of the Facility’s operator. The Seller shall keep
the Buyer advised of current procedures for communicating with the Facility operator’s safety and security
departments.
9.4 Protection of Property. Each Party shall be responsible for protecting its own facilities
from possible damage resulting from electrical disturbances or faults caused by the operation, faulty
operation, or non-operation of the other Party’s facilities and such other Party shall not be liable for any
such damages so caused.
9.5 Insurance. During the Term, the Seller shall obtain and maintain and otherwise comply
with the insurance requirements, as set forth in Exhibit “PPA-E.”
9.6 Buyer’s Performance Excuse; Seller Curtailment.
9.6.1 Buyer Performance Excuse. The Buyer shall not be obligated to accept or pay for
the Output during Force Majeure that affects the Buyer’s ability to accept Energy.
9.6.2 Seller Curtailment. The Buyer may require the Seller to interrupt or reduce
deliveries of Energy: (a) whenever necessary to construct, install, maintain, repair, replace,
remove, or investigate any of its equipment or part of the Buyer’s Distribution System or facilities;
or (b) if the Buyer determines that curtailment, interruption, or reduction is necessary due to a
System Emergency, as defined in the CAISO Tariff, an unplanned outage on Buyer’s Distribution
System, Force Majeure, or compliance with Good Utility Practice.
9.7 Notices of Outages. Whenever possible, the Buyer shall give the Seller reasonable notice
of the possibility that interruption or reduction of deliveries may be required.
9.8 No Additional Loads. The Seller shall not connect any loads not associated with Station
Service Loads at the location of the Facility in a manner that would reduce Energy provided from the
Facility to the Buyer hereunder. The Seller shall obtain separate retail electric service under the Buyer’s
rate schedules for the service of such additional loads.
10.0 FORCE MAJEURE
10.1 Effect of Force Majeure. A Party shall be excused from its performance under this
Agreement to the extent, but only to the extent, that its performance hereunder is prevented by Force
Majeure. A Party claiming Force Majeure shall exercise due diligence to overcome or mitigate the effects
040914 jrm 0180042 13
of Force Majeure; provided, that nothing in this Agreement shall be deemed to obligate the Party affected
by Force Majeure (a) to forestall or settle any strike, lock-out or other labor dispute against its will; or (b)
for Force Majeure affecting the Seller only, to purchase electric power to cure Force Majeure.
10.2 Remedial Action. A Party shall not be liable to the other Party if the Party is prevented
from performing its obligations hereunder due to Force Majeure. The Party rendered unable to fulfill an
obligation by reason of Force Majeure shall take all action necessary to remove such inability with all due
speed and diligence. The nonperforming Party shall be prompt and diligent in attempting to remove the
cause of its failure to perform, and nothing herein shall be construed as permitting that Party to continue to
fail to perform after that cause has been removed. Notwithstanding the foregoing, the existence of Force
Majeure shall not excuse any Party from its obligations to make payment of amounts due hereunder.
10.3 Notice of Force Majeure. In the event of any delay or nonperformance resulting from
Force Majeure, the Party directly impacted by Force Majeure shall, as soon as practicable under the
circumstances, notify the other Party, in writing, of the nature, cause, date of commencement thereof and
the anticipated extent of any delay or interruption in performance.
10.4 Termination Due to Force Majeure. If a Party will be prevented from performing its
material obligations under this Agreement for an estimated period of twelve (12) consecutive months or
longer due to Force Majeure, then the unaffected Party may terminate this Agreement, without liability of
either Party to the other, upon thirty (30) Days’ prior written notice at any time during Force Majeure.
11.0 INDEMNITY
11.1 Indemnity by the Seller. The Seller shall indemnify, defend, and hold harmless the
Buyer, its elected and appointed officials, directors, officers, employees, agents, and representatives against
and from any and all losses, claims, demands, liabilities and expenses, actions or suits, including reasonable
costs and attorney’s fees, resulting from, or arising out of or in any way connected with claims by third
parties associated with (A) (i) Energy delivered at the Delivery Point; (ii) the Seller’s operation and/or
maintenance of the Facility; or (iii) the Seller’s actions or inactions with respect to this Agreement, and (B)
any loss, claim, action or suit, for or on account of injury, bodily or otherwise, to, or death of, persons, or
for damage to or destruction of property belonging to the Buyer or other third party, excepting only such
loss, claim, action or suit as may be caused solely by the willful misconduct or gross negligence of the
Buyer, its agents, employees, directors or officers.
11.2 Indemnity by the Buyer. The Buyer shall indemnify, defend, and hold harmless the
Seller, its directors, officers, employees, agents, and representatives against and from any and all losses,
claims, demands, liabilities and expenses, actions or suits, including reasonable costs and attorney’s fees
resulting from, or arising out of or in any way connected with claims by third parties associated with acts of
the Buyer, its officers, employees, agents, and representatives, relating to: (A) Energy delivered by the
Seller under this Agreement after the Delivery Point, and (B) any loss, claim, action or suit, for or on
account of injury, bodily or otherwise, to, or death of, persons, or for damage to or destruction of property
belonging to the Seller or other third party, excepting only such loss, claim, action or suit as may be caused
solely by the willful misconduct or gross negligence of the Seller, its agents, employees, directors or
officers.
12.0 LIMITATION OF DAMAGES
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT THERE IS NO WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL
IMPLIED WARRANTIES ARE DISCLAIMED. LIABILITY SHALL BE LIMITED TO DIRECT
ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND
EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY
ARE WAIVED UNLESS EXPRESSLY HEREIN PROVIDED. NEITHER PARTY SHALL BE LIABLE
FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES,
LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR
040914 jrm 0180042 14
CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. UNLESS EXPRESSLY
HEREIN PROVIDED, AND SUBJECT TO THE PROVISIONS OF SECTION 11 (INDEMNITY), IT IS
THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES
AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES
RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH
NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE.
13.0 NOTICES
Notices shall, unless otherwise specified herein, be given, in writing, and may be delivered by
hand delivery, United States mail, overnight courier service, facsimile or electronic messaging (e-mail) to
the addresses set forth in Exhibit “PPA-F.”. Whenever this Agreement requires or permits delivery of a
“notice” (or requires a Party to “notify”), the Party with such right or obligation shall provide a written
communication in the manner specified below. A notice sent by facsimile transmission or electronic mail
will be recognized and shall be deemed received on the Business Day on which such notice was transmitted
if received before 5 p.m. Pacific Time (and if received after 5 p.m., on the next Business Day) and a notice
by overnight mail or courier shall be deemed to have been received two (2) Business Days after it was sent
or such earlier time as is confirmed by the receiving Party unless it confirms a prior oral communication, in
which case any such notice shall be deemed received on the day sent. A Party may change its addresses by
providing notice of same in accordance with this provision. A Party may request a change to Exhibit “PPA-
F” as necessary to keep the information current.
14.0 TERM, TERMINATION EVENT AND TERMINATION
14.1 Term. The Term shall commence upon the execution by the duly authorized representatives
of each of the Parties, and shall remain in effect until the conclusion of the Delivery Term, unless
terminated sooner pursuant to the terms and conditions of this Agreement. All indemnity rights shall
survive the termination of this Agreement for twelve (12) months.
14.2 Delivery Term. The Delivery Term of the Agreement is _______ years and is defined as
the period of time from the Commercial Operation Date through the expiration or early
termination of this Agreement.
14.3 Termination Event.
14.3.1 The Buyer shall have the right, but not the obligation, to terminate this Agreement
upon the occurrence of any of the following, each of which is a “Termination Event”: (a) The
Facility has not achieved Commercial Operation within seventy (70) days following the Deadline;
(b) After the Commercial Operation Date, the Seller has not sold or delivered Energy from the
Facility to the Buyer for a period of twelve (12) consecutive months; (c) If the Facility does not
obtain RPS Certification within six (6) months of the Commercial Operation Date and maintain
RPS Certification as required by Section 3.2; or (d) The Seller breaches any other material
obligation of this Agreement.
14.3.2 The Seller shall have the right, but not the obligation, to terminate this Agreement
upon the occurrence of any of the following, each of which is a “Termination Event”: (a) The
Buyer fails to make a payment due and payable under this Agreement within thirty (30) days after
written notice that such payment is due; or (b) The Buyer breaches any other material obligation
of this Agreement. The preceding sentence notwithstanding, the Seller may terminate this
Agreement without cause at any time prior to the Commercial Operation Date, subject to the
provisions of Section 7 of this Agreement.
14.4 Time to Cure. None of the events described in Section 14.2.1 and 14.2.2 shall constitute
a Termination Event if the Buyer or the Seller cures the event, failure, or circumstance within thirty (30)
days after receipt of written notification sent by the other Party, seeking termination, or such longer period
as may be necessary to cure so long as the Party subject to the Terminating Event is exercising diligent
efforts to cure.
14.5 Termination.
040914 jrm 0180042 15
14.5.1 Declaration of a Termination Event. If a Termination Event has occurred and is
continuing, the Party with the right to terminate shall have the right to: (a) send notice, designating
a day, no earlier than thirty (30) days after such notice is deemed to be received (as provided in
Section 13), as an early termination date of this Agreement (the “Early Termination Date”), unless
the Seller has timely communicated with the Buyer and the Parties have agreed to resolve the
circumstances giving rise to the Termination Event; (b) accelerate all amounts owing between the
Parties; and (c) terminate this Agreement and end the Delivery Term effective as of the Early
Termination Date.
14.5.2 Release of Liability for Termination Event. Upon termination of this Agreement
pursuant to this section neither Party shall be under any further obligation or subject to liability
hereunder, except with respect to the indemnity provision in Section 11 hereof, which shall remain
in effect for a period of 12 months following the Early Termination Date.
14.6 No Limitation on Damages. Nothing in this Agreement shall be deemed or construed to
limit a Party’s right to recover damages from the other Party, except as otherwise provided in this
Agreement.
15.0 RELEASE OF DATA
Except as may be exempt from disclosure under applicable law, the Seller authorizes the Buyer to
release to any regulatory authority having jurisdiction over the Facility or a Party, or to any request made
pursuant to the California Constitution or the California Public Records Act, information regarding the
Facility, including the Seller’s name and location, operational characteristics, the Term of this Agreement,
the Facility resource type, the scheduled Commercial Operation Date, the actual Commercial Operation
Date, the Contract Capacity, payments made to the Seller and Energy production information. The Seller
acknowledges that this information may be made publicly available.
16.0 ASSIGNMENT
Neither Party shall assign this Agreement or its rights hereunder without the prior written consent
of the other Party, which consent shall not be unreasonably withheld.
16.1 Upon the written request of the Seller, the Buyer will execute a “Lender Consent and
Agreement” between the Seller and the Seller’s lender(s), if any, in the form acceptable to the Parties;
provided, for illustration purposes only, an exemplar is attached hereto as Exhibit “PPA-G.”
16.2 Notwithstanding the foregoing, no Consent and Agreement shall be required for:
16.2.1 Any assignment or transfer of this Agreement by the Seller to an affiliate of the
Seller, provided that such affiliate’s creditworthiness is equal to or better than that of Seller, as
reasonably determined by the non-assigning or non-transferring Party; or
16.2.2 Any assignment or transfer of this Agreement by the Seller or the Buyer to a
person succeeding to all or substantially all of the assets of such Party, provided that such person’s
creditworthiness is equal to or greater than that of such Party, as reasonably determined by the
non-assigning or non-transferring Party.
16.2.3 Notification of any assignment or transfer of this Agreement under Section 16.2.1
or 16.2.2 shall be given to the non-assigning or non-transferring Party in accordance with Exhibit
“PPA-F.”
17.0 APPLICABLE LAW, VENUE, ATTORNEYS’ FEES, AND INTERPRETATION
This Agreement will be governed by and construed in accordance with the laws of the State of
California. The Parties will comply with applicable laws pertaining to their obligations arising under this
040914 jrm 0180042 16
Agreement. In the event that an action is brought, the Parties agree that trial of such action will be vested
exclusively in the state courts of California or in the United States District Court for the Northern District
of California in the County of Santa Clara, State of California. The prevailing party in any action brought to
enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in
connection with that action. If a court of competent jurisdiction finds or rules that any provision of this
Agreement, the Exhibits, or any amendment thereto is void or unenforceable, the unaffected provisions of
this Agreement, the Exhibits, or any amendment thereto will remain in full force and effect. The Parties
agree that the normal rule of construction to the effect that any ambiguity is to be resolved against the
drafting party will not be employed in the interpretation of this Agreement or any Exhibit or any
amendment thereof.
18.0 SEVERABILITY
If any provision in this Agreement is determined to be invalid, void or unenforceable by any court
having jurisdiction, such determination shall not invalidate, void, or make unenforceable any other
provision, agreement or covenant of this Agreement and the Parties shall use their best efforts to modify
this Agreement to give effect to the original intention of the Parties.
19.0 COUNTERPARTS; INTERPRETATION OF CONFLICTING PROVISIONS
This Agreement may be executed in one or more counterparts, each of which shall be deemed an
original and all of which shall be deemed one and the same Agreement. Delivery of an executed
counterpart of this Agreement by facsimile or portable document format (“PDF”) transmission will be
deemed as effective as delivery of an originally executed counterpart. Each Party delivering an executed
counterpart of this Agreement by facsimile or PDF transmission will also deliver an originally executed
counterpart, but the failure of any Party to deliver an originally executed counterpart of this Agreement will
not affect the validity or effectiveness of this Agreement. In the event of a conflict between the Agreement
and any, some or all of the Exhibits, the document imposing the more specific duty or obligation will
prevail.
20.0 GENERAL
No amendment to or modification of this Agreement shall be enforceable unless reduced to writing and
executed by both Parties. This Agreement shall not impart any rights enforceable by any third party other
than a permitted successor or assignee bound to this Agreement. Waiver by a Party of any default by the
other Party shall not be construed as a waiver of any other default. The headings used herein are for
convenience and reference purposes only.
//
//
//
//
//
//
040914 jrm 0180042 17
21. EXHIBITS
The following exhibits shall be deemed incorporated in and made a part of this Agreement.
Exhibit “PPA-A” - Facility Description, Prices, and Reservation Deposit
Exhibit “PPA-B” - Commercial Operation Date Confirmation Letter
Exhibit “PPA-C” - Scheduling and Outage Notification Procedure
Exhibit “PPA-D” - Green Attributes Reporting and Conveyance Procedures
Exhibit “PPA-E” - Insurance Requirements
Exhibit “PPA-F” - Notices
Exhibit “PPA-G” - Form of Lender Consent and Agreement
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their
authorized representatives as of the Effective Date.
CITY OF PALO ALTO SELLER
APPROVED AS TO FORM
Senior Deputy City Attorney
APPROVED
City Manager
Director of Utilities
040914 jrm 0180042 18
EXHIBIT “PPA-A”
Facility Description, Rates, and Reservation Deposit
Program Rates
Contract Term: Twenty (20) or twenty-five (25) years
Contract rate: $0.165 per kWh for solar resources
$0.08193 per kWh for non-solar resources, 20 year contract term
$0.08294 per kWh for non-solar resources, 25 year contract term
Pre-certification rate: $0.08 per kWh
Reservation Deposit
Reservation Deposit ($20/kW of Contract Capacity) $
Service address:
Facility Description:
Contract Capacity: kW (CEC-AC), based on solar array rating (Panel rated
output at PV USA test conditions x inverter efficiency)
Facility primary fuel/technology:
040914 jrm 0180042 19
EXHIBIT “PPA-B”
Commercial Operation Date Confirmation Letter
In accordance with the terms of the Power Purchase Agreement (Palo Alto CLEAN), dated
(the “Agreement”) by and between the City of Palo Alto, as the Buyer, and
, as the Seller, this Confirmation Letter serves to
document the Parties’ agreement that (i) the conditions precedent to the occurrence of the Commercial
Operation Date have been satisfied, and (ii) the Buyer has received Energy, as specified in the Agreement,
as of , . The actual installed Contract Capacity is kW.
This Confirmation Letter shall confirm the Commercial Operation Date, as defined in the Agreement, as of
the date referenced in the preceding sentence.
IN WITNESS WHEREOF, each Party has caused this letter to be duly executed by its authorized
representative as of the date of last signature provided below:
Buyer Seller
By: By:
Name: Name:
Title: Director of Utilities Title:
Date: Date:
In recognition of the Commercial Operation Date relative to the Effective Date of the Agreement by
and between the Buyer and the Seller, the Seller hereby calculates the amount to return, if any, of the
Seller’s deposit, as follows:
Original Reservation Deposit Amount: $
Commercial Operation Date Deadline:
□ Commercial Operation Date is prior to Deadline
□ Commercial Operation Date occurred weeks following the Deadline, meaning that %
of the Reservation Deposit is relinquished by Seller per Section 7.2.2 of the Power Purchase
Agreement.
Amount (if any) of Reservation Deposit to return to the Seller is: $
040914 jrm 0180042 20
EXHIBIT “PPA-C”
Scheduling and Outage Notification Procedure
C.1 Applicability. This Exhibit” PPA-C” shall apply if the Facility is subject to Section 6.0
of this Agreement.
C.2 Annual Operations Forecast
C.2.1 By the tenth (10th) day September of each calendar year, the Seller will provide
NCPA with an annual operations forecast detailing hourly expected generation and all proposed
planned Outages for the next calendar year. The annual operations forecast for the calendar year
shall be provided by not later than ninety (90) days prior to the scheduled Commercial Operation
Date of the Generating Facility.
C.2.2 NCPA may request modifications to the annual operations forecast at any time,
and the Seller shall use good faith efforts to accommodate the requested modifications.
C.2.3 The Seller shall not conduct Planned Outages at times other than as set forth in
its annual operations forecast, unless approved in advance by NCPA, which approval shall not be
withheld or delayed unreasonably.
C.2.4 The Seller shall not schedule or conduct Planned Outages from 12:00 p.m.
through 7:00 p.m. Pacific Time during the months of June through October.
C.3. Short Term Operations Forecasts
C.3.1. Quarterly Operations Forecast
C.3.1.1 By the fifth (5th) day of January, April and July of each Contract Year,
the Seller shall provide a calendar quarter-operations forecast by hour of expected
generation and all proposed Planned Outages for the next full calendar quarter and the
twelve (12) months following that calendar quarter. As an example, by January 5, 2014,
the Seller would provide a calendar quarter-operations forecast by hour of expected
generation for the period, April 1, 2014 through June 30, 2014, and identify all proposed
Planned Outages for the period, April 1, 2014 through June 30, 2015.
C.3.1.2 NCPA will approve or require modifications to the proposed calendar
quarter-operations forecast within ten (10) days of receipt of the forecast.
C.3.1.3 If required by NCPA, the Seller will provide a modified calendar
quarter-operations forecast within seven (7) days after receipt of required modifications
from NCPA.
C.3.2 Weekly Update
C.3.2.1 By 14:00 of each Wednesday, the Seller shall provide an electronic
update, in a format specified by NCPA, to the calendar quarter-operations forecast for the
following seven (7) days (Thursday through the next Wednesday).
C.3.2.2 The weekly update shall include hourly expected generation and all
proposed planned Outages for the relevant seven (7) day period.
C.4 Outage Detail for Annual and Short Term Operations Forecasts. Outage information
provided by the Seller shall include, at a minimum, the start time and stop time of the Outage, capacity out
of service (kW), the equipment that is or will be out of service, and the reason for the Outage.
040914 jrm 0180042 21
C.5 General Scheduling Protocols
C.5.1 Daily Modifications to Forecasts. Unless otherwise mutually agreed, the Seller
may make changes to the weekly update to the calendar quarter-operations forecast by providing
such changes to NCPA prior to 08:00 of the day that is two (2) Business Days before the active
scheduling day as determined by the WECC prescheduling calendar. Example: For power that is
scheduled for generation or delivery on Friday, March 29, 2014, changes must be submitted to
NCPA by 08:00 on Wednesday, March 27, 2014.
C.5.2 Hourly Modifications to Active Schedules. Unless otherwise mutually agreed,
the Seller may request changes to active schedules by providing such changes to NCPA with a
minimum of four (4) hours’ notice prior to the applicable CAISO market deadline (e.g. Hour
Ahead Scheduling Process (“HASP”) Scheduling deadline, as defined in the CAISO Tariff).
Active day Schedule changes are not binding. Changes to active Schedules are limited to two (2)
changes per day, excluding forced Outages, unless otherwise agreed to between the Parties. One
request for a Schedule change, of one-hour or multiple-hours duration, constitutes one Schedule
change. Example: For power that is scheduled for generation or delivery in hour ending 15:00 (for
the period from 14:01 to 15:00), changes must be submitted to NCPA by 10:00.
C.5.3. Unforeseen Circumstances. At the Seller’s request, NCPA may, but is not
required to, modify the Schedules for the Generation Facility Output due to unforeseen
circumstances in accordance with the above scheduling timeline constraints described in this
Exhibit PPA-C.
C.5.4. Absence of Forecasts. In the absence of forecasts and schedules as required by
this Agreement or this Exhibit, NCPA shall utilize the most current information the Seller
provides in the development and submission of Schedules.
C.6 Outage Reporting Protocols
C.6.1. Notification. The Seller shall notify NCPA of all planned or forced Outages of
the Generating Facility to ensure compliance with the CAISO Outage Coordination and
Enforcement Protocols.
C.6.1.1 Outage information provided by the Seller shall include, at a minimum,
the start time and stop time of the Outage, Capacity out of service (kW), equipment out of
service, and the reason for the Outage.
C. 6.1.2 Seller shall provide the Planned Outages not included in the annual
operations forecast, the calendar quarter-operations forecast, or the weekly update, to
NCPA at least four (4) Business Days prior to the start of the requested outage.
C. 6.1.3 At any time prior to the start of a Planned Outage, the CAISO may
deny the Outage due to a System Emergency (as defined in the CAISO Tariff) or as
otherwise permitted under the CAISO Tariff. If NCPA receives notice that the CAISO
has denied an Outage in accordance with the CAISO Tariff, NCPA will notify the Seller
as soon as possible and the Seller shall modify the planned Outage as required by the
CAISO.
C.6.2 Commencement of an Outage. The Seller shall not begin any Planned Outage
without the prior approval of NCPA and the CAISO.
C.6.3 Forced Outages
C.6.3.1 The Seller shall report the Forced Outages to NCPA within twenty (20)
040914 jrm 0180042 22
minutes of such Outages.
C.6.3.2 The Seller’s notice of a Forced Outage sent to NCPA shall include the
reason for the Outage (if known), expected duration of the Outage, and the Capacity
reduction.
C.6.3.3 By the end of the next Business Day following the day on which a
Forced Outage has occurred, the Seller shall provide to NCPA a detailed written report,
specifying the reason for the Outage, expected duration of such Outage, capacity
reduction, and actions taken to mitigate such Outage.
C.6.4 Return to Service. The Seller shall notify NCPA as soon as possible, but in any
case before the Generating Facility is returned to service.
C.7 Notices. All Scheduling notices and Schedules shall be submitted to NCPA by phone,
fax or email, or other means as may be mutually agreed by the Parties, to the persons designated in Exhibit
“PPA-F.”
C.8 Changes in Scheduling and Outage Procedure. The Buyer shall revise Exhibit “PPA-C,”
or, as appropriate, give written notice to the Seller regarding the revision, and issue a new Exhibit
“PPA-C,” which shall then become part of the Agreement to reflect changes in the scheduling and outage
notification procedure.
040914 jrm 0180042 23
EXHIBIT “PPA-D”
Green Attributes Reporting and Conveyance Procedures
D.1 Additional Definitions for the Conveyance of Green Attributes
D.1.1 “Certificate Transfers” means the process, as described in the WREGIS
Operating Rules, whereby a WREGIS account holder may request that WREGIS Certificates from
a specific generating unit shall be directly deposited to another WREGIS account.
D.1.2 “WREGIS Certificates” means a certificate created within the WREGIS system
that represents all Renewable and Green Attributes from one MWh of electricity generation from
an Eligible Renewable Energy Resource that is registered with WREGIS.
D.1.3 “WREGIS Operating Rules” means the document published by WREGIS that
governs the operation of the WREGIS system for registering, tracking, and conveying, among
others, RECs produced from Eligible Renewable Energy Resources that shall be registered with
WREGIS.
D.1.4 “WREGIS” means Western Renewable Energy Generation Information System.
D.2 RECs. Green Attributes shall be conveyed by the Seller to the Buyer through RECs,
which shall be registered tracked and conveyed to the Buyer, using WREGIS.
D.3 WREGIS Registration. Prior to the Commercial Operation Date, the Buyer will register
the Facility in the Buyer’s WREGIS account on behalf of the Seller. The Buyer shall charge back to the
Seller any costs of registering and maintaining the registration of the Facility with WREGIS. The Seller
shall provide to the Buyer any documents required by WREGIS and assign the Seller’s rights to register the
Facility in WREGIS, using agreements provided by WREGIS.
D.4 B u yer ’s W REGI S Acco unt . The Buyer shall, at its sole expense, establish and maintain
the Buyer’s WREGIS account sufficient to accommodate the WREGIS Certificates produced by the output
of the Facility. The Buyer shall be responsible for all expenses associated with (A) establishing and
maintaining the Buyer’s WREGIS Account, and (B) subsequently transferring or retiring WREGIS
Certificates.
D.5 Qualified Reporting Entity. The Buyer shall be the Qualified Reporting Entity (as such
term is defined by WREGIS) for the Facility, and shall be responsible for providing the metered Output
data to WREGIS.
D.6 Reporting of Environmental Attributes. In lieu of the Seller’s transfer of the WREGIS
Certificates using Certificate Transfers from the Seller’s WREGIS account to the Buyer’s WREGIS
account, the Buyer shall report the Facility as being held directly in its WREGIS account, which will
preclude the Seller from reporting the Facility in its own WREGIS account.
D.6.1 By avoiding the use of Certificate Transfers, there will be no transaction costs to
the Seller or the Buyer for the Certificate Transfers that would otherwise be used.
D.6.2 WREGIS Certificates for the Facility will be created on a calendar month basis
in accordance with the certification procedure established by the WREGIS Operating Rules in an
amount equal to the Energy generated by the Project and delivered to the Buyer in the same
calendar month.
D.6.3 WREGIS Certificates will only be created for whole MWh amounts of energy
generated. Any fractional MWh amounts (i.e., kWh) will be carried forward until sufficient
generation is accumulated for the creation of a WREGIS Certificate and all such accumulated
040914 jrm 0180042 24
MWh of Environmental Attributes will then be available to Buyer.
D.6.4 If a WREGIS Certificate Modification (as such term is defined by WREGIS)
will be required to reflect any errors or omissions regarding the Green Attributes from the Facility,
then the Buyer will manage the submission of the WREGIS Certificate Modification.
D.6.5 Due to the expected delay in the creation of WREGIS Certificates relative to the
timing of invoice payments under Section 2, the Buyer will normally be making an invoice
payment for the Output for a given month in accordance with Section 2 before the WREGIS
Certificates for such month may be created in the Buyer’s WREGIS account. Notwithstanding this
delay, the Buyer shall have all right and title to all such WREGIS Certificates upon payment to the
Seller in accordance with Section 2.
D.7 Changes in Green Attributes Reporting and Conveyance Procedures. The Buyer shall
revise this Exhibit “PPA-D,” as appropriate, give written notice to the Seller regarding the revision, and
issue a new Exhibit “PPA-D,” which shall then become part of this Agreement in the event that:
D.7.1 WREGIS changes the WREGIS Operating Rules (as defined by WREGIS) after
the Effective Date or applies the WREGIS Operating Rules in a manner inconsistent with this
Exhibit “PPA-D” after the Effective Date; or,
D.7.2 WREGIS is replaced as the primary method that the Buyer uses for conveyance
of Green Attributes, or additional methods to convey all Green Attributes, are required.
040914 jrm 0180042 25
EXHIBIT “PPA-E”
Insurance Requirements
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, WILL FOR THE TERM OF THE
CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW,
AFFORDED BY COMPANIES WITH A BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR
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
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
AUTOMOBILE LIABILITY
STATUTORY
STATUTORY
YES
COMMERCIAL GENERAL
LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY DAMAGE
COMBINED.
$1,000,000
$1,000,000
$1,000,000
$2,000,000
$2,000,000
$2,000,000
YES
COMPREHENSIVE AUTOMOBILE
LIABILITY, INCLUDING, OWNED,
HIRED, NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
NO
PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND
OMISSIONS, MALPRACTICE
(WHEN APPLICABLE), AND
NEGLIGENT PERFORMANCE
ALL DAMAGES
$1,000,000
YES
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: PROPOSER, 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 PROPOSER AND ITS SUBCONSULTANS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S
LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSURES CITY, ITS COUNCIL MEMBERS,
OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE
OR OF COVERAGE CANCELLATION; AND
B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S
AGREEMENT TO INDEMNIFY CITY – SEE, SAMPLE AGREEMENT FOR SERVICES.
II. SUBMIT CERTIFICATE(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE, OR COMPLETE THIS
SECTION AND IV THROUGH V, BELOW.
A. NAME AND ADDRESS OF COMPANY AFFORDING COVERAGE (NOT AGENT OR BROKER):
B. NAME, ADDRESS, AND PHONE NUMBER OF YOUR INSURANCE AGENT/BROKER:
040914 jrm 0180042 26
C. POLICY NUMBER(S):
D. DEDUCTIBLE AMOUNT(S) (DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR
APPROVAL):
III. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AND
PROPOSER’S SUBMITTAL OF CERTIFICATES OF INSURANCE EVIDENCING COMPLIANCE WITH THE
REQUIREMENTS SPECIFIED HEREIN.
IV. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL
INSURES”
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 INSURES.
B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSURES 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
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE
NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY
WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM,
THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE
EFFECTIVE DATE OF CANCELLATION.
V. PROPOSER CERTIFIES THAT PROPOSER’S INSURANCE COVERAGE MEETS THE ABOVE
REQUIREMENTS:
THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW. SIGNATURE(S) MUST BE
SAME SIGNATURE(S) AS APPEAR(S) ON SECTION II, ATTACHMENT A, PROPOSER’S INFORMATION FORM.
Firm:
Signature:
Name:
(Print or type name)
Signature:
Name:
(Print or type name)
040914 jrm 0180042 27
NOTICES SHALL BE MAILED TO:
PURCHASING AND
CONTRACT ADMINISTRATION
CITY OF PALO ALTO
P.O. BOX 10250
PALO ALTO, CA 94303.
040914 jrm 0180042 28
EXHIBIT “PPA-F”
Notices
Contract Administration
BUYER: SELLER:
City of Palo Alto
Utilities Resource Management
250 Hamilton Avenue
Palo Alto, CA 94301
Ph: 650-329-2689
Email: UtilityCommoditySettlements@CityofPaloAlto.Org
Billing and Settlements
BUYER: SELLER:
City of Palo Alto
Utilities Resource Management
250 Hamilton Avenue
Palo Alto, CA 94301
Ph: 650-329-2689
Email: UtilityCommoditySettlements@CityofPaloAlto.Org
Forecasting and Outage Reporting under Section 6 of this Agreement
Planned Outages:
BUYER: SELLER:
Northern California Power Agency Real-
Time Dispatch
651 Commerce Drive
Roseville, CA 95678
Ph: 916-786-3518
Forced Outages
BUYER: SELLER:
Northern California Power Agency Real-
Time Dispatch
651 Commerce Drive
Roseville, CA 95678
Ph: 916-786-3518
Forecasting and Scheduling
BUYER: SELLER:
Northern California Power Agency
Operations and Pre-Scheduling
651 Commerce Drive
Roseville, CA 95678
Ph: 916-786-0123
040914 jrm 0180042 29
EXHIBIT “PPA-G”
Form of Lender Consent and Agreement
This CONSENT AND AGREEMENT (this “Consent”), dated as of , 20 , is entered into
by and among the CITY OF PALO ALTO, a California chartered municipal corporation (the “City”),
, a corporation (the “Lender),” by its agent,
(the “Administrative Agent”), and , a
corporation (the “Borrower”) (collectively, the “Parties”). Unless otherwise defined, all
capitalized terms have the meaning given in the Contract (as hereinafter defined).
RECITALS
A. Borrower intends to develop, construct, install, test, own, operate and use an approximately
MW electric generating facility located in the city of Palo Alto in the State of California, known as
the Project (the “Project”).
B. In order to partially finance the development, construction, installation, testing, operation and
use of the Project, Borrower has entered into that certain financing agreement dated as of
(as amended, amended and restated, supplemented or otherwise modified from time to time, the “Financing
Agreement”), among Borrower, the financial institutions from time to time parties thereto (collectively, the
“Lenders”) , and Administrative Agent for the Lenders, pursuant to which, among other things, Lenders
have extended commitments to make loans and other financial accommodations to, and for the benefit of,
Borrower.
C. The City and Borrower have entered into that certain Power Purchase Agreement, dated as of
(attached hereto and incorporated herein by reference, as amended, amended and restated,
supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof, the
“Power Purchase Agreement”).
D. The City and Borrower have entered into that certain Interconnection Agreement, dated as of
_ (attached hereto and incorporated herein by reference, as amended, amended and restated,
supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof, the
“Interconnection Agreement”).
E. Pursuant to a security agreement executed by Borrower and Administrative Agent for the
Lenders (as amended, amended and restated, supplemented or otherwise modified from time to time, the
“Security Agreement”), Borrower has agreed, among other things, to assign, as collateral security for its
obligations under the Financing Agreement and related documents (collectively, the “Financing
Documents”), all of its right, title and interest in, to and under the Power Purchase Agreement and
Interconnection Agreement to Administrative Agent for the benefit of itself, the Lenders and each other
entity or person providing collateral security under the Financing Documents.
F. It is a requirement under the Financing Agreement that the Parties hereto execute this Consent.
AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, and intending to be legally bound, the Parties agree, as follows:
1. CONSENT TO ASSIGNMENT. The City acknowledges the assignment referred to in Recital E
above, consents to an assignment of the Power Purchase Agreement and Interconnection Agreement
pursuant thereto, and agrees with Administrative Agent, as follows:
(a) Administrative Agent shall be entitled (but not obligated) to exercise all rights and to cure any
040914 jrm 0180042 30
defaults of Borrower under the Power Purchase Agreement or Interconnection Agreement, as the
case may be, subject to applicable notice and cure periods provided in the Power Purchase
Agreement and Interconnection Agreement. Upon receipt of notice from Administrative Agent,
the City agrees to accept such exercise and cure by Administrative Agent if timely made by
Administrative Agent under the Power Purchase Agreement or Interconnection Agreement, as the
case may be, and this Consent. Upon receipt of Administrative Agent's written instructions and to
the extent allowed by law, the City agrees to make directly to such account as Administrative
Agent may direct the City, in writing, from time to time, all payments to be made by the City to
Borrower under the Power Purchase Agreement or Interconnection Agreement, as the case may
be, from and after the City’s receipt of such instructions, and Borrower consents to any such
action. The City shall not incur any liability to Borrower under the Power Purchase Agreement,
Interconnection Agreement, or this Consent for directing such payments to Administrative Agent
in accordance with this subsection (a).
(b) The City will not, without the prior written consent of Administrative Agent (such consent not
to be unreasonably withheld), (i) cancel or terminate the Power Purchase Agreement or
Interconnection Agreement, or consent to or accept any cancellation, termination or suspension
thereof by Borrower, except as provided in the Power Purchase Agreement or Interconnection
Agreement and in accordance with subparagraph 1(c) hereof, (ii) sell, assign or otherwise dispose
(by operation of law or otherwise) of any part of its interest in the Power Purchase Agreement or
Interconnection Agreement, except as provided in the Power Purchase Agreement or
Interconnection Agreement, or (iii) amend or modify the Power Purchase Agreement or
Interconnection Agreement in any manner materially adverse to the interest of the Lenders in the
Power Purchase Agreement and Interconnection Agreement as collateral security under the
Security Agreement.
(c) The City agrees to deliver duplicates or copies of all notices of default delivered by the City
under or pursuant to the Power Purchase Agreement or Interconnection Agreement to
Administrative Agent in accordance with the notice provisions of this Consent. The City shall
deliver any such notices concurrently with delivery of the notice to Borrower under the Power
Purchase Agreement or Interconnection Agreement. To the extent that a cure period is provided
under the Power Purchase Agreement or Interconnection Agreement, Administrative Agent shall
have the same period of time to cure the breach or default that Borrower is entitled to under the
Power Purchase Agreement or Interconnection Agreement, except that if the City does not deliver
the default notice to Administrative Agent concurrently with delivery of the notice to Borrower
under the Power Purchase Agreement or Interconnection Agreement, then as to Administrative
Agent, the applicable cure period under the Power Purchase Agreement or Interconnection
Agreement shall begin on the date on which the notice is given to Administrative Agent. If
possession of the Project is necessary to cure such breach or default, and Administrative Agent or
its designee(s) or assignee(s) declare Borrower in default and commence foreclosure proceedings,
Administrative Agent or its designee(s) or assignee(s) will be allowed a reasonable period to
complete such proceedings so long as Administrative Agent or its designee(s) continue to perform
any monetary obligations under the Power Purchase Agreement or Interconnection Agreement, as
the case may be. The City consents to the transfer of Borrower's interest under the Power Purchase
Agreement and Interconnection Agreement to the Lenders or Administrative Agent or their
designee(s) or assignee(s) or any of them or a purchaser or grantee at a foreclosure sale by judicial
or nonjudicial foreclosure and sale or by a conveyance by Borrower in lieu of foreclosure and
agrees that upon such foreclosure, sale or conveyance, the City shall recognize the Lenders or
Administrative Agent or their designee(s) or assignee(s) or any of them or other purchaser or
grantee as the applicable party under the Power Purchase Agreement and Interconnection
Agreement (provided that such Lenders or Administrative Agent or their designee(s) or
assignee(s) or purchaser or grantee assume the obligations of Borrower under the Power Purchase
Agreement and Interconnection Agreement, including, without limitation, satisfaction and
compliance with all credit provisions of the Power Purchase Agreement and Interconnection
Agreement, if any, and provided further that such Lenders or Administrative Agent or their
designee(s) or assignee(s) or purchaser or grantee has a creditworthiness equal to or better than
040914 jrm 0180042 31
Borrower, as reasonably determined by City).
(d) In the event that either the Power Purchase Agreement or Interconnection Agreement, or both
is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, and if,
within forty-five (45) days after such rejection, Administrative Agent shall so request, the City
will execute and deliver to Administrative Agent a new power purchase agreement or
interconnection agreement, as the case may be, which power purchase agreement or
interconnection agreement shall be on the same terms and conditions as the original Power
Purchase Agreement or Interconnection Agreement for the remaining term of the original Power
Purchase Agreement or Interconnection Agreement before giving effect to such rejection, and
which shall require Administrative Agent to cure any defaults then existing under the original
Power Purchase Agreement or Interconnection Agreement. Notwithstanding the foregoing, any
new renewable power purchase agreement or interconnection agreement will be subject to all
regulatory approvals required by law. The City will use good faith efforts to promptly obtain any
necessary regulatory approvals.
(e) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) elect to
perform Borrower's obligations under the Power Purchase Agreement and Interconnection
Agreement, succeed to Borrower’s interest under the Power Purchase Agreement and
Interconnection Agreement, or enter into a new power purchase agreement or interconnection
agreement as provided in subparagraph 1(d) above, the recourse of the City against Administrative
Agent, Lenders or their designee(s) and assignee(s) shall be limited to such Parties’ interests in the
Project, and the credit support required under the Power Purchase Agreement and Interconnection
Agreement, if any.
(f) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) succeed to
Borrower's interest under the Power Purchase Agreement and Interconnection Agreement,
Administrative Agent, the Lenders or their designee(s) or assignee(s) shall cure any then-existing
payment and performance defaults under the Power Purchase Agreement or Interconnection
Agreement, except any performance defaults of Borrower itself, which by their nature are not
susceptible of being cured. Administrative Agent, the Lenders and their designee(s) or assignee(s)
shall have the right to assign all or a pro rata interest in the Power Purchase Agreement and
Interconnection Agreement to a person or entity to whom Borrower’s interest in the Project is
transferred, provided such transferee assumes the obligations of Borrower under the Power
Purchase Agreement and Interconnection Agreement and has a creditworthiness equal to or better
than Borrower, as reasonably determined by the City. Upon such assignment, Administrative
Agent and the Lenders and their designee(s) or assignee(s) (including their agents and employees)
shall be released from any further liability thereunder accruing from and after the date of such
assignment, to the extent of the interest assigned.
2. REPRESENTATIONS AND WARRANTIES. The City hereby represents and warrants that as
of the date of this Consent:
(a) It (i) is duly formed and validly existing under the laws of the State of California, and (ii) has
all requisite power and authority to enter into and to perform its obligations hereunder and under
the Power Purchase Agreement and Interconnection Agreement, and to carry out the terms hereof
and thereof and the transactions contemplated hereby and thereby;
(b) the execution, delivery and performance of this Consent, the Power Purchase Agreement and
the Interconnection Agreement have been duly authorized by all necessary action on its part and
do not require any approvals, material filings with, or consents of any entity or person which have
not previously been obtained or made;
(c) each of this Consent, the Power Purchase Agreement, and the Interconnection Agreement is in
full force and effect;
040914 jrm 0180042 32
(d) each of this Consent, the Power Purchase Agreement, and the Interconnection Agreement has
been duly executed and delivered on its behalf and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, except as the enforceability thereof
may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors’ rights generally and (ii) general equitable principles (whether considered
in a proceeding in equity or at law);
(e) there is no litigation, arbitration, investigation or other proceeding pending for which the City
has received service of process or, to the City’s actual knowledge, threatened against the City
relating solely to this Consent, the Power Purchase Agreement, or the Interconnection Agreement
and the transactions contemplated hereby and thereby;
(f) the execution, delivery and performance by it of this Consent, the Power Purchase Agreement,
and the Interconnection Agreement, and the consummation of the transactions contemplated
hereby, will not result in any violation of, breach of or default under any term of any material
contract or material agreement to which it is a party or by which it or its property is bound, or of
any material requirements of law presently in effect having applicability to it, the violation, breach
or default of which could have a material adverse effect on its ability to perform its obligations
under this Consent;
(g) neither the City nor, to the City’s actual knowledge, any other party to the Power Purchase
Agreement or Interconnection Agreement, is in default of any of its obligations thereunder; and
(h) to the City’s actual knowledge, (i) no Force Majeure Event exists under, and as defined in, the
Power Purchase Agreement or Interconnection Agreement and (ii) no event or condition exists
which would either immediately or with the passage of any applicable grace period or giving of
notice, or both, enable either the City or Borrower to terminate or suspend its obligations under the
Power Purchase Agreement or the Interconnection Agreement.
Each of the representations and warranties set forth herein shall survive the execution and delivery
of this Consent and the consummation of the transactions contemplated hereby.
3. NOTICES. All notices required or permitted hereunder shall be given, in writing, and shall be
effective (a) upon receipt if hand delivered, (b) upon telephonic verification of receipt if sent by facsimile
and (c) if otherwise delivered, upon the earlier of receipt or three (3) Business Days after being sent
registered or certified mail, return receipt requested, with proper postage affixed thereto, or by private
courier or delivery service with charges prepaid, and addressed as specified below:
If to the City:
[ ]
[ ]
[ ]
Telephone No.: [ ]
Facsimile No.: [ ]
Attn: [ ]
If to Administrative Agent:
[ ]
[ ]
[ ]
Telephone No.: [ ]
Facsimile No.: [ ]
Attn: [ ]
040914 jrm 0180042 33
If to Borrower:
[ ]
[ ]
[ ]
Telephone No.: [ ]
Facsimile No.: [ ]
Attn: [ ]
Any party shall have the right to change its address for notice hereunder to any other location within the
United States by giving thirty (30) days written notice to the other parties in the manner set forth above.
4. ASSIGNMENT, TERMINATION, AMENDMENT. This Consent shall be binding upon and
benefit the successors and assigns of the Parties hereto and their respective successors, transferees and
assigns (including without limitation, any entity that refinances all or any portion of the obligations under
the Financing Agreement). The City agrees (a) to confirm such continuing obligation, in writing, upon the
reasonable request of (and at the expense of) Borrower, Administrative Agent, the Lenders or any of their
respective successors, transferees or assigns, and (b) to cause any successor-in-interest to the City with
respect to its interest in the Power Purchase Agreement or Interconnection Agreement to assume, in writing
and in form and substance reasonably satisfactory to Administrative Agent, the obligations of City
hereunder. Any purported assignment or transfer of the Power Purchase Agreement or Interconnection
Agreement not in conjunction with the written instrument of assumption contemplated by the foregoing
clause (b) shall be null and void. No termination, amendment, or variation of any provisions of this Consent
shall be effective unless in writing and signed by the parties hereto. No waiver of any provisions of this
Consent shall be effective unless in writing and signed by the party waiving any of its rights hereunder.
5. GOVERNING LAW. This Consent shall be governed by the laws of the State of California
applicable to contracts made and to be performed in California. The federal courts or the state courts
located in California shall have exclusive jurisdiction to resolve any disputes with respect to this Consent
with the City, Assignor, and the Lender or Lenders irrevocably consenting to the jurisdiction thereof for
any actions, suits, or proceedings arising out of or relating to this Consent.
6. COUNTERPARTS. This Consent may be executed in one or more duplicate counterparts, and
when executed and delivered by all the parties listed below, shall constitute a single binding agreement.
7. SEVERABILITY. In case any provision of this Consent, or the obligations of any of the Parties
hereto, shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions, or the obligations of the other Parties hereto, shall not in any way be affected or impaired
thereby.
8. ACKNOWLEDGMENTS BY BORROWER. Borrower, by its execution hereof, acknowledges
and agrees that neither the execution of this Consent, the performance by the City of any of the obligations
of the City hereunder, the exercise of any of the rights of the City hereunder, or the acceptance by the City
of performance of the Power Purchase Agreement by any party other than Borrower shall (1) release
Borrower from any obligation of Borrower under the Power Purchase Agreement or Interconnection
Agreement, (2) constitute a consent by the City to, or impute knowledge to the City of, any specific terms
or conditions of the Financing Agreement, the Security Agreement or any of the other Financing
Documents, or (3) except as expressly set forth in this Consent, constitute a waiver by the City of any of its
rights under the Power Purchase Agreement or Interconnection Agreement. Borrower and Administrative
Agent acknowledge hereby for the benefit of City that none of the Financing Agreement, the Security
040914 jrm 0180042 34
Agreement, the Financing Documents or any other documents executed in connection therewith alter,
amend, modify or impair (or purport to alter, amend, modify or impair) any provisions of the Power
Purchase Agreement.
CITY OF PALO ALTO ADMINISTRATIVE AGENT
APPROVED AS TO FORM
Senior Deputy City Attorney
BORROWER
APPROVED
City Manager
Director of Utilities
Utilities Advisory Commission Minutes Approved on: Page 1 of 4
DRAFT EXCERPTED MINUTES OF THE DECEMBER 2, 2015
UTILITIES ADVISORY COMMISSION MEETING
ITEM 2. ACTION: Staff Recommendation that the Utilities Advisory Commission Recommend
that the City Council Adopt a Resolution to Continue the Palo Alto Clean Local Energy Accessible
Now (CLEAN) Program at the Current Contract Price of $0.165 per kilowatt-hour for Local Solar
Resources and at the Avoided Cost Level ($0.081 to $0.082 per kilowatt-hour) for Local Non-
solar Eligible Renewable Resources
Senior Resource Planner Jim Stack noted that staff returns every year near the end of the year
to update the program and the value (or "avoided cost") of local renewable supplies. He
discussed the history of the program as it changed from when the program was first adopted in
March 2012. He noted that when the Finance Committee last reviewed the program, it voted to
reduce the contract price for solar resources from 16.5 cents/kWh to the avoided cost at the
time (9.3 cents/kWh), however the Council ultimately approved continuing the 16.5 cents/kWh
price, but directed that the rent revenues from an impending project to put solar PV on City
parking garage rooftops be allocated to the Electric Fund to offset the rate impact of paying a
contract price that exceeds the avoided cost. Stack noted that despite the avoided cost being
lowered based on the latest renewable energy request for proposals, staff recommends that
the 16.5 cent/kWh price be continued.
Commissioner Eglash asked why, given the direction from Council in May, this topic is coming
back to the UAC now. Stack said that it is prudent to revisit the value of solar and the program
annually. Assistant Director Jane Ratchye added that it has been a full year since this item was
last discussed by the UAC.
Commissioner Eglash said he expects as the cost of solar has fallen and continues to fall, that
the CLEAN price should eventually be attractive to someone. Stack reminded that the federal
Investment Tax Credit (ITC) is scheduled to fall significantly at the end of 2016, which will
change the economics for projects. Commissioner Eglash noted that the value of solar has
fallen and the excess cost (the amount by which the CLEAN contract price exceeds the local
solar avoided cost) has grown, but it is still small compared to the impact to the electric utility
from the drought so he is persuaded to agree with the staff recommendation to maintain the
16.5 cent/kWh price.
DRAFT
ATTACHMENT C
Utilities Advisory Commission Minutes Approved on: Page 2 of 4
Commissioner Ballantine commented that additional equipment is required for local solar
installations to provide local grid resiliency because if there is a power outage, solar systems
employing standard inverters will all shut off as well and will not continue to provide power to
the building or the grid. He said that supply reliability is an interesting issue and the City may
want to think about encouraging or requiring systems to use new grid technology so that all the
inverters for these systems don’t turn off when we really want them to be operating. He said
that installations operating independent of the utility system may be considered too. He noted
that there could be a technical situation with the inverters in the event of a voltage variation
that could lead to reduced reliability. He suggested that the program should consider this
problem in its design. He added that if the program does not have any takers, maybe there are
other issues such as obtaining financing that could be solved. He said that perhaps a different
incentive structure could be contemplated with a focus on the loading of the distribution
system since there could be a location on the distribution system that would benefit more from
the addition of distributed generation, but that as certain types of renewables come online, the
City may see negative impacts on the system in some areas.
Commissioner Danaher asked how the avoided cost of the non-solar renewable energy was
calculated. Stack explained that the non-solar renewable energy is calculated by looking at the
general cost of renewable energy based on results from the latest Request for Proposals (RFP)
for baseload-type projects like a biomass generator, and adding in additional values provided by
local generation, such as reduced transmission costs, resource adequacy capacity requirements,
and distribution system losses. Commissioner Danaher asked why the avoided cost of solar was
higher than for non-solar local renewables. Ratchye replied that it is because energy prices
tend to be higher in the middle of the day, which coincides with when solar systems are
generating energy.
Commissioner Eglash suggested that the breakdown of the value of solar could be added to the
report to clarify all the parts that make up the avoided cost, and noted that a prior staff report
had provided that detail. Stack said that the breakdown of the components of the avoided cost
could be added to the report as it goes to the Finance Committee and Council for consideration.
Vice Chair Cook agreed that the Council would benefit from seeing this diagram of the makeup
of the avoided costs.
Commissioner Danaher said that he still doesn’t understand why local solar is more valuable
than solar from Central Valley transmitted to the City. Stack summarized the aspects of the
avoided costs including the losses and transmission costs. Ratchye noted that the difference
between the avoided cost (about 8.9 cents/kWh) and the CLEAN price was part of the findings
made by Council when it last approved the CLEAN price. She pointed to Attachment A of the
report, the draft resolution, which lists the additional values of local solar in Section 3 including:
“a portion of the City’s electric expenditures remain within the community, which provides
revenue for local economic development”, reducing the need for new transmission lines,
shading which can reduce the energy required for building cooling and create value for vehicle
owners, and resiliency of the City’s distribution system in combination with other equipment
such as electric storage systems (e.g. batteries).
Utilities Advisory Commission Minutes Approved on: Page 3 of 4
Commissioner Ballantine suggested that with grid support capable inverters, the local resiliency
value can be realized. Without that, it can't provide local resiliency. He said that there must be
grid support capable inverters, or storage, or direct wiring to load to actually have a local
resiliency benefit.
Commissioner Danaher said that the goal is to have the cleanest possible resources at the
lowest possible cost. He said that he would rather not subsidize local solar if it can be found
outside the City for a better price. He would prefer one price for solar and a premium price for
solar that can actually provide local reliability. He noted that the extra $380,000 per year for 25
years (the difference between the solar avoided cost and the CLEAN price of 16.5 cents/kWh)
could pay for extra staff, which could be more valuable.
Vice Chair Cook said that there is great interest in having solar locally and that Commissioner
Danaher is a new commissioner without the benefit of those prior discussions.
Commissioner Danaher said that if there were grid support capable inverters included, then the
value would be increased and the price could be increased.
Commissioner Ballantine said that factoring grid support capability into the proposal would
take time and can't be done overnight. He said that this is what we have right now and he
supports it.
Commissioner Eglash recommends approval of continuing the CLEAN price at 16.5 cents/kWh,
noting that the proposal is the same as Council action just 7 months ago. Ratchye explained
that the situation is different from the Council action in May 2015 in some significant ways. She
reminded that the Finance Committee voted unanimously to reduce the CLEAN price for local
solar to the avoided cost, but that the Council ultimately decided to continue the 16.5
cents/kWh price after directing that the expected revenue from the expected lease for the City
garage solar systems be allocated to the Electric Fund to cover the excess cost for the portion of
the program cap that was planned to be used by that project. However, the lease negotiations
are proceeding with a new vendor and the lease payments are significantly less than the
original proposal. In addition, Ratchye reminded that the avoided cost of local solar has
declined consistent with the latest renewable energy RFP results.
Commissioner Eglash said that the Council and community recognize the value of local solar
and that it has been consistent in its support for the extra costs above the market value. He
noted that he opposed such a high CLEAN price when it was initially presented to the UAC, but
supports the recommendation tonight because of the strong support for solar in the
community.
Commissioner Danaher recommended that the report that moves on to the Council explicitly
enumerate the benefits of local solar.
Utilities Advisory Commission Minutes Approved on: Page 4 of 4
ACTION:
Commissioner Eglash made a motion that the UAC recommend that Council support the staff
recommendation. Vice Chair Cook seconded the motion. The motion carried by a 3-0 vote with
Vice Chair Cook and Commissioners Eglash and Ballantine voting yes, Commissioner Danaher
abstaining and Chair Foster and Commissioners Hall and Schwartz absent.
Utilities Advisory Commission Minutes Approved on: January 13, 2016 Page 1 of 4
FINAL EXCERPTED MINUTES OF THE DECEMBER 2, 2015
UTILITIES ADVISORY COMMISSION MEETING
ITEM 2. ACTION: Staff Recommendation that the Utilities Advisory Commission Recommend
that the City Council Adopt a Resolution to Continue the Palo Alto Clean Local Energy Accessible
Now (CLEAN) Program at the Current Contract Price of $0.165 per kilowatt-hour for Local Solar
Resources and at the Avoided Cost Level ($0.081 to $0.082 per kilowatt-hour) for Local Non-
solar Eligible Renewable Resources
Senior Resource Planner Jim Stack noted that staff returns every year near the end of the year
to update the program and the value (or "avoided cost") of local renewable supplies. He
discussed the history of the program as it changed from when the program was first adopted in
March 2012. He noted that when the Finance Committee last reviewed the program, it voted to
reduce the contract price for solar resources from 16.5 cents/kWh to the avoided cost at the
time (9.3 cents/kWh), however the Council ultimately approved continuing the 16.5 cents/kWh
price, but directed that the rent revenues from an impending project to put solar PV on City
parking garage rooftops be allocated to the Electric Fund to offset the rate impact of paying a
contract price that exceeds the avoided cost. Stack noted that despite the avoided cost being
lowered based on the latest renewable energy request for proposals, staff recommends that
the 16.5 cent/kWh price be continued.
Commissioner Eglash asked why, given the direction from Council in May, this topic is coming
back to the UAC now. Stack said that it is prudent to revisit the value of solar and the program
annually. Assistant Director Jane Ratchye added that it has been a full year since this item was
last discussed by the UAC.
Commissioner Eglash said he expects as the cost of solar has fallen and continues to fall, that
the CLEAN price should eventually be attractive to someone. Stack reminded that the federal
Investment Tax Credit (ITC) is scheduled to fall significantly at the end of 2016, which will
change the economics for projects. Commissioner Eglash noted that the value of solar has
fallen and the excess cost (the amount by which the CLEAN contract price exceeds the local
solar avoided cost) has grown, but it is still small compared to the impact to the electric utility
from the drought so he is persuaded to agree with the staff recommendation to maintain the
16.5 cent/kWh price.
ATTACHMENT D
Utilities Advisory Commission Minutes Approved on: January 13, 2016 Page 2 of 4
Commissioner Ballantine commented that additional equipment is required for local solar
installations to provide local grid resiliency because if there is a power outage, solar systems
employing standard inverters will all shut off as well and will not continue to provide power to
the building or the grid. He said that supply reliability is an interesting issue and the City may
want to think about encouraging or requiring systems to use new grid technology so that all the
inverters for these systems don’t turn off when we really want them to be operating. He said
that installations operating independent of the utility system may be considered too. He noted
that there could be a technical situation with the inverters in the event of a voltage variation
that could lead to reduced reliability. He suggested that the program should consider this
problem in its design. He added that if the program does not have any takers, maybe there are
other issues such as obtaining financing that could be solved. He said that perhaps a different
incentive structure could be contemplated with a focus on the loading of the distribution
system since there could be a location on the distribution system that would benefit more from
the addition of distributed generation, but that as certain types of renewables come online, the
City may see negative impacts on the system in some areas.
Commissioner Danaher asked how the avoided cost of the non-solar renewable energy was
calculated. Stack explained that the non-solar renewable energy is calculated by looking at the
general cost of renewable energy based on results from the latest Request for Proposals (RFP)
for baseload-type projects like a biomass generator, and adding in additional values provided by
local generation, such as reduced transmission costs, resource adequacy capacity requirements,
and distribution system losses. Commissioner Danaher asked why the avoided cost of solar was
higher than for non-solar local renewables. Ratchye replied that it is because energy prices
tend to be higher in the middle of the day, which coincides with when solar systems are
generating energy.
Commissioner Eglash suggested that the breakdown of the value of solar could be added to the
report to clarify all the parts that make up the avoided cost, and noted that a prior staff report
had provided that detail. Stack said that the breakdown of the components of the avoided cost
could be added to the report as it goes to the Finance Committee and Council for consideration.
Vice Chair Cook agreed that the Council would benefit from seeing this diagram of the makeup
of the avoided costs.
Commissioner Danaher said that he still doesn’t understand why local solar is more valuable
than solar from Central Valley transmitted to the City. Stack summarized the aspects of the
avoided costs including the losses and transmission costs. Ratchye noted that the difference
between the avoided cost (about 8.9 cents/kWh) and the CLEAN price was part of the findings
made by Council when it last approved the CLEAN price. She pointed to Attachment A of the
report, the draft resolution, which lists the additional values of local solar in Section 3 including:
“a portion of the City’s electric expenditures remain within the community, which provides
revenue for local economic development”, reducing the need for new transmission lines,
shading which can reduce the energy required for building cooling and create value for vehicle
owners, and resiliency of the City’s distribution system in combination with other equipment
such as electric storage systems (e.g. batteries).
Utilities Advisory Commission Minutes Approved on: January 13, 2016 Page 3 of 4
Commissioner Ballantine suggested that with grid support capable inverters, the local resiliency
value can be realized. Without that, it can't provide local resiliency. He said that there must be
grid support capable inverters, or storage, or direct wiring to load to actually have a local
resiliency benefit.
Commissioner Danaher said that the goal is to have the cleanest possible resources at the
lowest possible cost. He said that he would rather not subsidize local solar if it can be found
outside the City for a better price. He would prefer one price for solar and a premium price for
solar that can actually provide local reliability. He noted that the extra $380,000 per year for 25
years (the difference between the solar avoided cost and the CLEAN price of 16.5 cents/kWh)
could pay for extra staff, which could be more valuable.
Vice Chair Cook said that there is great interest in having solar locally and that Commissioner
Danaher is a new commissioner without the benefit of those prior discussions.
Commissioner Danaher said that if there were grid support capable inverters included, then the
value would be increased and the price could be increased.
Commissioner Ballantine said that factoring grid support capability into the proposal would
take time and can't be done overnight. He said that this is what we have right now and he
supports it.
Commissioner Eglash recommends approval of continuing the CLEAN price at 16.5 cents/kWh,
noting that the proposal is the same as Council action just 7 months ago. Ratchye explained
that the situation is different from the Council action in May 2015 in some significant ways. She
reminded that the Finance Committee voted unanimously to reduce the CLEAN price for local
solar to the avoided cost, but that the Council ultimately decided to continue the 16.5
cents/kWh price after directing that the expected revenue from the expected lease for the City
garage solar systems be allocated to the Electric Fund to cover the excess cost for the portion of
the program cap that was planned to be used by that project. However, the lease negotiations
are proceeding with a new vendor and the lease payments are significantly less than the
original proposal. In addition, Ratchye reminded that the avoided cost of local solar has
declined consistent with the latest renewable energy RFP results.
Commissioner Eglash said that the Council and community recognize the value of local solar
and that it has been consistent in its support for the extra costs above the market value. He
noted that he opposed such a high CLEAN price when it was initially presented to the UAC, but
supports the recommendation tonight because of the strong support for solar in the
community.
Commissioner Danaher recommended that the report that moves on to the Council explicitly
enumerate the benefits of local solar.
Utilities Advisory Commission Minutes Approved on: January 13, 2016 Page 4 of 4
ACTION:
Commissioner Eglash made a motion that the UAC recommend that Council support the staff
recommendation. Vice Chair Cook seconded the motion. The motion carried by a 3-0 vote with
Vice Chair Cook and Commissioners Eglash and Ballantine voting yes, Commissioner Danaher
abstaining and Chair Foster and Commissioners Hall and Schwartz absent.
FINANCE COMMITTEE
ACTION MINUTES
Page 1 of 3
Regular Meeting
Tuesday, February 16, 2016
Chairperson Filseth called the meeting to order at 7:12 P.M. in the
Community Meeting Room, 250 Hamilton Avenue, Palo Alto, California.
Present: Filseth (Chair), Holman, Schmid, Wolbach
Absent:
Agenda Items
1.Utilities Advisory Commission Recommendation That the City Council
Adopt a Resolution to Approve a Power Purchase Agreement With
Hecate Energy Palo Alto LLC for up to 75,000 Megawatt-hours per Year
of Energy Over a Maximum of 40 Years for a Total not to Exceed
Amount of $101 Million.
MOTION: Council Member Schmid moved, seconded by Council Member
Holman to recommend the City Council adopt a Resolution to:
1.Approve a Power Purchase Agreement (PPA) with Hecate Energy
Palo Alto LLC (Wilson Solar) for up to 75,000 Megawatt-hours
(MWh) per year of energy for up to forty years at a total cost not to
exceed $101 million; and
2.Delegate to the City Manager or his designee, the authority to
execute on behalf of the City the PPA with HEPA, the three contract
term extension options available to the City under the PPA, and any
documents necessary to administer the agreements that are
consistent with the Palo Alto Municipal Code and City Council
approved policies; and
3.Waive the application of the investment-grade credit rating
requirement of Section 2.30.340(d) of the Palo Alto Municipal Code;
and
ATTACHMENT E
ACTION MINUTES
Page 2 of 3 Finance Committee Action Minutes February 16, 2016
4. Waive the application of the anti-speculation requirement of Section
D.1 of the City’s Energy Risk Management Policy as it may apply to
this PPA.
MOTION PASSED: 4-0
2. Utilities Advisory Commission Recommendation that the City Council
Adopt a Resolution to Continue the Palo Alto Clean Local Energy
Accessible Now (CLEAN) Program at the Current Contract Price of
$0.165 per kilowatt-hour for Local Solar Resources and at the Avoided
Cost Level ($0.081 to $0.082 per kilowatt-hour) for Local Non-solar Eligible Renewable Resources.
MOTION: Chair Filseth moved, seconded by Council Member Schmid to
recommend the City Council adopt a Resolution to:
1. Maintain the Palo Alto CLEAN contract price of 16.5 cents per
kilowatt-hour (kWh) for local solar resources that have already
submitted applications to the CLEAN program and reduce the
CLEAN contract price for future local solar resources to their current
avoided cost: 8.9 cents /kWh for a 20-year contract term and 9.0
cents/kWh for a 25-year contract term, and continue with a
program limit of 3 megawatts (MW); and
2. Reduce the Palo Alto CLEAN contract price for local non-solar
eligible renewable resources equal to their current avoided cost: 8.1 cents/kWh for a 20-year contract term and 8.2 cents/kWh for a 25-
year contract term, and continue with a separate program limit of 3
MW.
MOTION PASSED: 4-0
3. Commercial and Residential Impact Fee Nexus Studies and
Recommend Affordable Housing Impact Fees.
MOTION: Chair Filseth moved, seconded by Council Member Wolbach that
the Finance Committee directs Staff to revise the recommendation and bring
back an Ordinance with the objective of significantly increasing impact fees
for commercial development in order to maximize affordable housing
revenue. This includes the following considerations:
ACTION MINUTES
Page 3 of 3 Finance Committee Action Minutes February 16, 2016
1. Set the Impact Fee per square foot for office, medical and R&D at
twice the amount as residential; and
2. Consider the extent to which the City can set the Impact Fee for
office, medical and R&D somewhere between the maximum feasible
fee and maximum justified fee.
INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE
MAKER AND SECONDER to add to the Motion, “to also include the option
of either a fee or inclusionary housing, which will allow the developer to
construct units instead of paying the fee.”
MOTION PASSED: 4-0
4. Approval of Amendment to Table of Organization by Adding 1.0 FTE
Management Analyst in the Development Services Department.
MOTION: Council Member Wolbach moved, seconded by Council Member
Holman to recommend the City Council amend the Table of Organization by
adding 1.0 Full Time Employee (FTE) Management Analyst in the General
Fund, Development Services Department.
AMENDMENT: Chair Filseth moved, seconded by Council Member Schmid to
add a comment to the Finance Committee recommendation that the target
headcount for 2017 Management Professional positions remain at 217.4.
AMENDMENT FAILED: 2-2 Holman, Wolbach no
MOTION PASSED: 4-0
ADJOURNMENT: The meeting was adjourned at 10:30 P.M.
City of Palo Alto (ID # 6326)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 3/21/2016
City of Palo Alto Page 1
Summary Title: Contract Amendment for Walker Parking Consultants
Title: Approval of Amendment One to Contract No. C15157200 With Walker
Parking Consultants to Add $29,330 for Design of Automatic Parking
Guidance Systems (APGS) and Parking Access and Revenue Controls (PARCs);
Approval of a Transfer of $29,330 From the University Avenue Parking Permit
Fund to PL-15002 and Approval of Budget Amendments for PL-15002 in the
Capital Fund and the University Avenue Parking Permit Fund
From: City Manager
Lead Department: Planning and Community Environment
Recommendation
Staff recommends that Council:
1. Approve Amendment Number One to Contract C15157200 (Attachment A) with Walker
Parking Consultants to add $29,330 for extension of services for Design of Automatic
Parking Guidance Systems (APGS) and Parking Access and Revenue Controls (PARCs),
and
2. Amend the Fiscal Year 2016 Budget Appropriation Ordinance for
a. the University Avenue Parking Permit Fund by:
i. Increasing the transfer to the Capital Improvement Fund in the amount of
$29,330; and
ii. Decreasing the fund balance by $29,330.
b. the Capital Improvement Fund by:
i. Increasing the transfer from the University Ave Parking Permit Fund in
the amount of $29,330; and
ii. Increasing the Parking Guidance Systems, Access Controls, and Revenue
Collection Equipment project (PL-15002) in the amount of $29,330.
Executive Summary
In early 2014, the City began efforts to address the significant parking and transportation
challenges in Downtown Palo Alto through several related initiatives. This strategy involves
projects to increase parking supply, improve parking management, and reduce overall demand.
In August 2014, Staff presented a summary of Downtown’s estimated parking supply and
City of Palo Alto Page 2
occupancy challenges to Council, noting the benefits associated with improved parking
management, partially accomplished through better management of parking supply and
provision of real-time parking information to parkers.
Acknowledging the importance of improved parking management, Council directed staff to
move forward with an RFP for integrated Automatic Parking Guidance Systems (APGS) and
Parking Access and Revenue Controls (PARCs) for the Downtown parking lots and garages.
Automatic Parking Guidance Systems provide information to parkers on where available
parking is located, which reduces driving time and congestion, and Parking Access and Revenue
Controls provide infrastructure to allow for paid parking, a key component of parking
regulation. In May 2015, City Council approved a contract with Walker Parking Consultants to
initiate design of these systems and engage a stakeholder group in their development.
The group met several times to discuss parking issues and challenges in Downtown and the
characteristics of available technologies. Although the stakeholders felt very favorably about
the implementation of APGS systems as a way to upgrade the existing parking facilities and
improve the customer experience, some were concerned about implementing PARCS
equipment in garages before introducing a paid parking solution in the on-street spaces of
Downtown. They recommended coupling the evaluation of the PARCS infrastructure with the
Downtown Paid Parking Study, recently awarded by City Council to Dixon Associates, as
stakeholders felt that it would be more prudent to initially charge for parking on the street
rather than in the garages. As a result of this recommendation, additional funds are required
for the Walker contract in order to accommodate an extended schedule for the work.
Background and Discussion
City staff is engaged in a number of parking management programs to improve parking
utilization and maximize parking supply, including parking guidance systems, parking
wayfinding, and real-time parking occupancy.
Staff issued an RFP on January 15, 2015 to solicit proposals for design and construction
administration services of an integrated parking facility management system for the four city-
owned garages, and as an add-alternate, for the City’s surface lots. The City received one
responsive proposal to the RFP, and Council awarded the contract to Walker Parking
Consultants in May 2015.
A stakeholder committee was formed and held two meetings between May 2015 and
November 2015, and another focused on APGS in January 2016. As a result of these meetings
and the business and resident stakeholder feedback, it was determined that the best approach
to these programs was to continue work on the Automatic Parking Guidance Systems in
conjunction with the Downtown Palo Alto wayfinding design project, and place the PARCs work
on hold pending the outcome of the Downtown Palo Alto Paid Parking Study. The Downtown
Paid Parking Study is expected to result in a comprehensive recommendation for parking
pricing in Downtown Palo Alto, at which time the design and construction of PARCs systems
City of Palo Alto Page 3
would be most timely and responsive to the outcome of the study.
The proposed contract amendment supports extension of Walker’s contract to enable the
PARCs design to be completed following the completion of the Downtown Paid Parking Study.
The amendment includes provision for one additional stakeholder meeting to finalize the PARCs
recommendations, two additional design development review meetings, and additional
construction administration site visits.
Timeline & Resource Impact
The existing budget within CIP PL-15002 is insufficient to cover this additional work. Staff
requests an increase of $29,330 in the transfer from the University Avenue Parking Permit Fund
to the Capital Improvement Project PL-15002, Parking Guidance Systems, Access Controls, and
Revenue Collection Equipment project to cover these costs.
The total cost for the contract amendment is as follows:
Additional Services Fee
Site Analysis and Programming $ 4,400
System Design Development $ 7,040
Pre-Construction $ -
Construction Administration $ 9,680
Reimbursable Expenses $ 8,210
Total $ 29,330
There is not currently funding proposed in the CIP to implement either Parking Guidance
Systems or Access/Revenue Controls. Unless this changes, the City would have to fund these
technologies with parking revenues, which will be considered as part of the paid parking study
that is now underway.
Staff expects to begin work on the design of the PARCs system following completion and
recommendations from the Downtown Paid Parking Study, anticipated to be in late 2016. In
the interim, a parking wayfinding (signage) program is planned to move forward, and that
program is being designed to enable integration of parking guidance systems when funded.
Policy Implications
This project is consistent with Council-directed integrated parking policy to improve
management of parking permit distribtuion and increase utilization in garages and lots.
Environmental Review
The proposed project does not have the potential to cause significant environmental impacts
and the project dos not require review pursuant to the California Environmental Quality Act
(CEQA) Guidelines Section 15061(b)(3).
City of Palo Alto Page 4
Attachments:
Attachment A: Walker Contract #C15157200 Amendment 1 (PDF)
1 Revision April 28, 2014
AMENDMENT NO. 1 TO CONTRACT NO. C15157200
BETWEEN THE CITY OF PALO ALTO AND
WALKER PARKING CONSULTANTS/ENGINEERS, INC.
This Amendment No. 1 to Contract No. C15157200 (“Contract”) is entered into
February 22, 2016, by and between the CITY OF PALO ALTO, a California chartered municipal
corporation (“CITY”), and WALKER PARKING CONSULTANTS/ENGINEERS, INC., a
Michigan corporation, located at 2121 Hudson Avenue, Kalamazoo Michigan, 49008
("CONSULTANT").
R E C I T A L S
A. The Contract was entered into between the parties for the provision of new
static and dynamic parking way-finding signage.
B. CITY intends to extend the term and increase the compensation by $29,330.00
from $191,760 to $221,090.00 for additional services as specified in Exhibit “A” Scope of Services.
C. The parties wish to amend the Contract.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and
provisions of this Amendment, the parties agree:
SECTION 1. Section 2 TERM is hereby amended to read as follows:
“SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution
through December 31, 2016 unless terminated earlier pursuant to Section 19 of this Agreement.”
SECTION 2. Section 4 COMPENSATION is hereby amended to read as follows:
“SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services described in Exhibit “A”, including both payment
for professional services and reimbursable expenses, shall not exceed Two Hundred Twenty One
Thousand Ninety Dollars ($221,090.00). The applicable rates and schedule of payment are set out in
Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is attached to and made a part of this
Agreement. ”
SECTION 3. The following exhibit(s) to the Contract is/are hereby amended to read
as set forth in the attachment(s) to this Amendment, which are incorporated in full by this reference:
a.Exhibit “A” entitled “SCOPE OF SERVICES”.
b.Exhibit “C” entitled “COMPENSATON”.
b.Exhibit “C1” entitled “HOURLY RATE SCHEDULE”.
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ATTACHMENT A
2 Revision April 28, 2014
SECTION 4. Except as herein modified, all other provisions of the Contract,
including any exhibits and subsequent amendments thereto, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have by their duly authorized representatives
executed this Amendment on the date first above written.
CITY OF PALO ALTO
APPROVED AS TO FORM:
WALKER PARKING
CONSULTANTS/ENGINEERS, INC.
Attachments:
EXHIBIT "A": SCOPE OF SERVICE
EXHIBIT “C” COMPENSATION
EXHIBIT "C1": HOURLY RATE SCHEDULE
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Managing Principal
3 Revision April 28, 2014
EXHIBIT “A”
SCOPE OF SERVICES
TASK A: Site Analysis and Programming
1.
2. The CONSULTANT shall attend a kick-off meeting with CITY staff to review the project
scope and schedule, and review main objectives for the proposed system.
a. Work with CITY to identify key stakeholders for the PGS/PARC project team to
ensure all entities impacted by the project are represented in the decision making
process.
b. Facilitate a kick-off meeting between key CITY stakeholders and CONSULTANT
team members to review the project scope and schedule, and review the main
objectives for the proposed system.
3. The CONSULTANT shall conduct walk-throughs of garages R, S/L, CW and CC and review
all CITY-provided information for the garages, including as-built plans for the garages. CITY
will provide architectural drawings of the garages for the CONSULTANT to use for
background drawings.
a. Work with the appropriate project stakeholders to identify and inventory the current
parking facilities to be included in the project.
b. Evaluate and document the existing infrastructure that is available to support the PGS
and PARC.
c. Evaluate the infrastructure and space requirements to support the desired PGS/PARC
and identify new infrastructure and space requirements necessary to support the
desired systems. The evaluation will take into consideration the use of existing
infrastructure where feasible, advisable, and cost effective.
4. The CONSULTANT shall attend up to three stakeholder meetings/Planning Commission
meetings to gather input on the type of equipment and proposed designs for the equipment.
The CONSULTANT shall provide renderings of the garage entryways and identify pros and
cons of up to two design options for each facility. The CONSULTANT should anticipate
submitting plans for building permit review for all applicable CITY departments.
a. Facilitate the stakeholder meetings to develop a set of high-level system requirements
that CITY desires to be included in the new PGS and PARC systems in an effort to
achieve the goals for this project.
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b. Identify relevant features and functionalities that meet CITY-established goals
through implementation of industry best practices. CONSULTANT will identify
technologies that are currently available, emerging, and on the horizon in the parking
industry for consideration by CITY. CONSULTANT will assist CITY in evaluating
the features and functionalities based on the accepted state-of-the-art technologies
available in the world and domestic markets including identification of CITY-desired
features and functionalities that may require customized system development by the
PGS/PARC Contractor. These technologies will cover the functionality of the
equipment as well as the operational requirements to be fulfilled by the new system.
c. Document the relevant PGS/PARC features and functionalities including a
description of each along with the advantages and disadvantages, commercial
availability, proven successes/failures, risks, and estimate of the associated
acquisition/construction/implementation costs as they relate to CITY’s operating
environment and existing infrastructure.
d. Document potential requirements in a detailed Design Criteria Matrix of “Critical”
and “Desirable” features and functionalities. The Design Criteria Matrix will be used
in the System Design Development and Construction Administration phases to
ensure that the required features and functionalities are provided. The agreed upon
Design Criteria Matrix will serve as the basis for the system design in Task B.
e. Develop a preliminary Opinion of Probable Cost (OPC) for the acquisition,
construction, and implementation costs based on the recommended PGS/PARC and
necessary infrastructure.
f. Conduct a review meeting with project stakeholders to solicit feedback on the
deliverables developed and incorporate the review comments into the final
deliverables.
5. The CONSULTANT shall provide site analysis, identifying any required medians/islands and
concrete pours which would be required for installation of equipment.
a. Identify the appropriate civil infrastructure necessary to accommodate the design
criteria and develop conceptual equipment and island locations.
b. Develop conceptual drawings of the garage entryways depicting schematic layouts of
the preferred equipment.
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Task A Deliverables:
1. Draft PGS/PARC Evaluation and Recommendations Report
2. Final PGS/PARC Evaluation and Recommendations Report
3. Design Criteria Matrix
4. Opinion of Probable Cost (OPC) for the PGS/PARC
5. Schematic layout of proposed equipment locations and conceptual drawings of the necessary
equipment islands for each garage
TASK B: System Design Development
1. The CONSULTANT shall prepare detailed design drawings and specifications for equipment
installation and any civil, electrical or mechanical work required for the installation. The
CONSULTANT shall develop all construction plans, details and specifications based on
completion of Task A including incorporation of all review comments and value engineering
decisions.
a. Develop functional specifications based on the design criteria established in Task A
and provide submittals at the 65%, 95%, and Final completion milestones. The
functional specifications will include requirements for system functionalities,
performance metrics, and service levels for various aspects of the PGS and PARC.
b. Refine the conceptual drawings developed in Task A, based on CITY feedback, to
produce design drawings for the PGS/PARC at each parking garage. Submittals of
the design drawings will be provided at the 65%, 95%, and Final completion
milestones. Drawings will show proposed locations of major PGS components
(sensors, space indicators, signage, etc) and PARC components (equipment islands,
entry/exit stations, barrier gates, dynamic signage, etc.)
c. Develop technical specifications for the civil and electrical infrastructure required for
the PARC and PGS. Submittals of the design drawings will be provided at the 65%,
95%, and Final completion milestones.
d. Refine the OPC at the 65%, 95%, and Final design milestones to reflect any changes
encountered.
e. Develop a Phased Implementation Plan that includes a phased installation and
activation milestones based on the design criteria and required new infrastructure.
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2. The CONSULTANT shall coordinate with the Wayfinding Consultant on specification of
PGS technology and proposed signage locations, and work with Wayfinding CONSULTANT
on PGS signage mock-ups as necessary.
a. Coordinate with the Wayfinding Consultant at the 65%, 95%, and Final design
milestones to ensure the PGS design elements are consistent with the branding and
signage program developed by the Wayfinding Consultant.
b. Review the signage design created by the Wayfinding Consultant to verify the signs
can accommodate the dynamic message displays for the PGS and the appropriate
messages are being displayed to drivers at the proper decision points.
3. The CONSULTANT shall meet with CITY Staff as necessary to respond to and address
CITY and Community comments.
a. Conduct design review meetings, via WebEx or in person as necessary, with project
stakeholders after the 65% and 95% design milestone submittals.
TASK B Deliverables:
1. PARC and PGS Functional Specifications – submitted at the 65%, 95%, and Final design
milestones with stakeholder feedback incorporated at each design milestone
2. Design Drawings – submitted at the 65%, 95%, and Final design milestones with stakeholder
feedback incorporated at each design milestone
3. Technical Specifications for Civil and Electrical Infrastructure – submitted at the 65%, 95%,
and Final design milestones with stakeholder feedback incorporated at each design milestone
4. Revised OPC – submitted at the 65%, 95%, and Final design milestones to reflect any
changes that impact estimated costs
5. Phased Implementation Plan
TASK C: Pre-Construction
1. The CONSULTANT shall develop Bid Documents for competitive bid, including detailed
specifications for equipment and installation.
a. Prepare and package the following documents for inclusion in the CITY’s RFP for
the PGS and PARC:
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i. Functional Specifications and Drawings developed in Task B
ii. Technical Specifications for the civil and electrical infrastructure for the
PARC and PGS
iii. Phased Implementation Plan developed in Task B
iv. Minimum Proposer Qualifications
v. Pricing Templates that allow evaluation of the proposed costs for major
system components of the PGS and PARC in a detailed breakout for side-by-
side comparison between proposals
2. The CONSULTANT shall prepare a location plan of equipment and submit to CITY for
review, and revise as needed to CITY’s satisfaction.
a. Will be developed as part of the Task B conceptual drawings and finalized prior to
advertisement of the Bid Documents
3. The CONSULTANT shall verify the statement of probable cost for construction and
equipment purchase.
a. OPC will be finalized as part of Task B, prior to advertisement of the Bid Documents
4. The CONSULTANT shall attend one preconstruction meeting to be conducted by the CITY
for the PARCs and PGS implementation, and assist the CITY in evaluation of the bids as
necessary.
a. Develop presentation materials and facilitate a pre-proposal conference for the PARC
system and the PGS system, including developing pre-proposal agendas,
documenting questions received from the potential respondents and preparing
responses to questions related to the RFPs
b. Prepare addenda with changes to the Functional Specification and other contract
documents created by the CONSULTANT team, if necessary
c. Review and evaluate the submitted proposals for RFP responsiveness and compliance
regarding minimum qualifications, technical solution, and pricing. The review will
include creation of a comparative matrix that identifies key advantages and
disadvantages of each proposal to help facilitate proposer selection
d. Participate as a technical advisor to the selection committee during the CITY’s
scoring and evaluation of the proposals
TASK C Deliverables:
1. Finalized OPC
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8 Revision April 28, 2014
2. RFP Documents – Five (5) 18” x 24” construction document sets, finalized Phased
Implementation Plan, Minimum Proposer Qualifications, Evaluation Criteria, and Pricing
Template
3. Pre-Proposal Materials – Pre-proposal agenda, proposer question documentation, and
responses to proposer questions
4. Design Document Addenda – Revised construction documents that address necessary
clarifications after issuing the RFP
5. Evaluation Matrix – Matrix outlining key advantages and disadvantages of each proposal
TASK D: Construction Administration
1. As requested by the CITY, CONSULTANT shall review and respond to Contractor
submittals and requests for substitution, and contractor’s requests for information and
clarification.
a. Review the Contractor’s submittals outlined in the contract documents and verify that
the submittals conform to the requirements in the contract documents. Includes
review and comment on Contractor-created test plan and test procedures (required in
the Functional Specifications as part of the Contractor submittals) for the required
system tests for verification that the proposed test procedures demonstrate the
functional requirements stipulated in the contract documents
b. Review and respond to Contractors’ Requests for Information (RFI) and Requests for
Substitution (RFS)
2. The CONSULTANT shall conduct a final inspection at the completion of the installation to
insure appropriate installation, location and quality of installation.
a. Perform field observations of the Contractor installed equipment at each location
after all equipment has been installed to verify that the installation conforms to the
contract documents and provide documentation of any observed deviations
b. Participate in final acceptance tests of a sampling of each equipment type at each
garage after all equipment has been installed to verify that the equipment is
functioning per the contract documents
Task D Deliverables:
1. Submittal Review Documentation - Documentation of CONSULTANT’s comments to
Contractor submittals as it relates to conformance with the contract documents
2. RFI and RFS Responses – Documentation of CONSULTANT’s responses to Contractor RFI
and RFS using the CITY-provided forms
DocuSign Envelope ID: A1935F91-5153-4372-82C2-AD05C0ED9E07
9 Revision April 28, 2014
3. Field Observation Reports – Documentation of issues observed during field observations of
final equipment installation
4. Testing Documentation – Completing the Contractor-provided test scripts and noting any test
deviations
AMENDMENT NO. 1 ADDITIONAL SCOPE OF SERVICES
Task A – Site Analysis and Programming
CONSULTANT will prepare for and attend one (1) additional stakeholder meeting to finalize the
Parking Access and Revenue Controls (PARCs) recommendations.
Task B – System Design Development
CONSULTANT will prepare for and attend two (2) additional design development review
meetings.
Task D – Construction Administration
CONSULTANT will prepare for and attend two (2) additional construction administration site
visits.
DocuSign Envelope ID: A1935F91-5153-4372-82C2-AD05C0ED9E07
10 Revision April 28, 2014
EXHIBIT “C”
COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services performed in
accordance with the terms and conditions of this Agreement, and as set forth in the budget
schedule below. Compensation shall be calculated based on the hourly rate schedule attached
as exhibit C-1 up to the not to exceed budget amount for each task set forth below.
The compensation to be paid to CONSULTANT under this Agreement for all services
described in Exhibit “A” (“Basic Services”) and reimbursable expenses shall not exceed
$221,090.00. CONSULTANT agrees to complete all Basic Services, including reimbursable
expenses, within this amount. Any work performed or expenses incurred for which payment
would result in a total exceeding the maximum amount of compensation set forth herein shall
be at no cost to the CITY.
CONSULTANT shall perform the tasks and categories of work as outlined and budgeted
below. The CITY’s Project Manager may approve in writing the transfer of budget amounts
between any of the tasks or categories listed below provided the total compensation for Basic
Services, including reimbursable expenses, does not exceed $191,760.00.
BUDGET SCHEDULE NOT TO EXCEED AMOUNT
Task 1 $44,420.00
(Site Analysis & Programing)
Task 2 $66,275.00
(System design & Development)
Task 3 $35,240.00
(Pre-Construction)
Task 4 $31,785.00
(Construction Administration)
AMENDMENT NO. 1
Task A $4,400.00
(Site Analysis and Programming)
Task B $7,040.00
(System Design Development)
Task D $9,680.00
(Construction Administration)
DocuSign Envelope ID: A1935F91-5153-4372-82C2-AD05C0ED9E07
11 Revision April 28, 2014
Sub-total Basic Services $198,840.00
Reimbursable Expenses $14,040.00
Reimbursable Expenses Amendment No. 1 $8,210.00
Total Basic Services and Reimbursable expenses $221,090.00
Maximum Total Compensation $221,090.00
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing,
photocopying, in-house printing, insurance and other ordinary business expenses are included
within the scope of payment for services and are not reimbursable expenses. CITY shall
reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for
which CONSULTANT shall be reimbursed are:
A. Travel outside the San Francisco Bay area, including transportation and meals, will be
reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel
and meal expenses for City of Palo Alto employees.
B. Long distance telephone service charges, cellular phone service charges, facsimile
transmission and postage charges are reimbursable at actual cost.
All requests for payment of expenses shall be accompanied by appropriate backup information.
Any expense anticipated to be more than $1,000.00 shall be approved in advance by the
CITY’s project manager.
ADDITIONAL SERVICES
The CONSULTANT shall provide additional services only by advanced, written authorization
from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a
detailed written proposal including a description of the scope of services, schedule, level of
effort, and CONSULTANT’s proposed maximum compensation, including reimbursable
expense, for such services based on the rates set forth in Exhibit C-1. The additional services
scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the
CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment
for additional services is subject to all requirements and restrictions in this Agree
DocuSign Envelope ID: A1935F91-5153-4372-82C2-AD05C0ED9E07
Professional Services
Rev Sep. 2014
20
EXHIBIT “C-1” HOURLY RATE SCHEDULE
Scope Labor Categories Estimated Hours Hourly Rate Extended Rate
Task A:
Site Analysis and Programming
Senior Project Manager 75 $220 $16,500
Consultant 82 $185 $15,170
Principal-in-Charge 22 $255 $5,610
Senior Engineer 20 $195 $3,900
Cad Technician 24 $135 $3,240
Anticipated Expenses $6,675
TOTAL NOT TO EXCEED, TASK A $51,095
Task B:
System Design Development
Senior Project Manager 50 $220 $11,000
Consultant 150 $185 $27,750
Principal-in-Charge 11 $255 $2,805
Senior Engineer 52 $195 $10,140
Cad Technician 108 $135 $14,580
Anticipated Expenses $500
TOTAL NOT TO EXCEED, TASK B $66,775
Task C:
Pre-Construction
Senior Project Manager 98 $220 $21,560
Consultant 36 $185 $6,660
Principal-in-Charge 0 $255 $0
Senior Engineer 36 $195 $7020
Cad Technician 0 $135 $0
Anticipated Expenses $2,690
TOTAL NOT TO EXCEED, TASK C $37,930
Task D:
Construction Administration
Senior Project Manager 108 $220 $23,760
Consultant 21 $185 $3,885
Principal-in-Charge 4 $255 $1,020
Senior Engineer 16 $195 $3,120
Cad Technician 0 $135 $0
Anticipated Expenses $4,175
TOTAL NOT TO EXCEED, TASK D $35,960
TOTAL NOT TO EXCEED
$191,760
DocuSign Envelope ID: A1935F91-5153-4372-82C2-AD05C0ED9E07
Professional Services
Rev Sep. 2014
21
EXHIBIT “C” HOURLY RATE SCHEDULE CONTINUED:
AMENDMENT NO.1
Task Scope of Work Fee
A Site Analysis and Programming $4,400
B System Design Development $7,040
D Construction Administration $9,680
Reimbursable Expenses $8,210
TOTAL $29,330
DocuSign Envelope ID: A1935F91-5153-4372-82C2-AD05C0ED9E07
City of Palo Alto (ID # 6717)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 3/21/2016
City of Palo Alto Page 1
Summary Title: LBOC Excess Bond Funds Discussion and Discussion of
Decommissioning of the LBOC
Title: Recommendation Regarding the use of the Remaining Library Bond
Funds and De-commissioning the Library Bond Oversight Committee
From: City Manager
Lead Department: Public Works
Recommendation
The Finance Committee, Library Bond Oversight Committee (LBOC)and staff
recommend that Council:
1)Accept the recommendation that $1,051,500 million in library bond funds
be transferred to the infrastructure reserve fund to repay the infrastructure
reserve for expenditures for bondable improvements made to Rinconada
Library;
2)Accept the recommendation to approve the “Last and Final List of Potential
Expenses for Library Bond Funds;”and
3)Accept the recommendation that the LBOC be decommissioned.
Background
On August 4, 2008, Council approved placing a $76 million general obligation
bond measure (Measure N)on the November 4, 2008 ballot to construct and
complete a new Mitchell Park Library & Community Center, renovate and expand
Rinconada Library (formerly the Main Library), and renovate the Downtown
Library.
Measure N passed with favorable votes from 69.4% of Palo Alto voters. It
required a super majority (two-thirds plus one)to pass.
City of Palo Alto Page 2
Measure N contained a provision for the appointment of a committee to oversee
the expenditure of funds generated by the bond issuance. On March 16, 2009 the
Library Bond Oversight Committee (LBOC)was formed. The LBOC meets quarterly
and formally transmits their financial reports to the Finance Committee.
Discussion
Repayment of $1,051,500 to the Infrastructure Reserve
On May 20, 2013, City Council approved a budget amendment ordinance (BAO)
that provided $1,051,500 from the infrastructure reserve fund for additional
capital improvements at Rinconada Library that were not included in the original
scope of work (Staff Report #3696).The additional improvements were originally
presented and approved by Council on July 25, 2011 (Staff Report # 1438).
The work included:
1)Replacing the roof;
2)Replacing fire sprinkler system;
3)Re-facing work;
4)Replacing the basement sump pumps;
5)Upgrading storm water system;
6)Upgrading parking lot lighting;
7)Providing a teen room after-hours entrance;
8)Providing a broadcast center; and
9)Constructing a parking lot connection with the Art Center.
This additional work was eligible for payment using bond proceeds. In light of
uncertainty regarding the final cost of the Mitchell Park Library & Community
Center (MPLCC), Council elected to transfer $1,051,500 from the infrastructure
reserve fund to pay for the Rinconada Library work,subject to potential future
reimbursement with bond funds, if available.
As work on the library projects concludes, it’s projected there will be
approximately $4,053,095 in excess bond proceeds. Sufficient funds are available
to return $1,051,500 to the infrastructure reserve.The return of the $1,051,500
to the infrastructure reserve will reduce the remaining bond funds to
approximately $3,001,595.
City of Palo Alto Page 3
These financial projections are reflected in the most recent LBOC financial report
dated November 17, 2015 (Attachment A).
The following table reflects the derivation of the numbers in this report:
General Obligation (Library) Bonds
Project Cash Balance as of 01/31/16 5,284,052$
Less: Pending Drawdown of Incurred and Paid Expenditures (377,237)
Less: Last & Final List of Potential Expenses (Attachment D)(853,720)
Project Bond Savings Prior to Infrastructure Reserve Repayment 4,053,095
Less: Repayment to Infrastructure Reserve (1,051,500)
Expected Project Savings 3,001,595$
Remaining bond funds can be used to either offset annual debt service resulting
in reduced property tax assessments or defease outstanding principal bonds
which can lower the overall borrowing costs.
Resource Impact
As stated above, staff expects $4,053,095 in bond proceeds will remain from
Measure N projects. Since there are now excess Measure N funds, the
recommendation is for the approximately $1.05 million taken from the
Infrastructure Reserve Fund (IR) be repaid. These funds would then be used for
general infrastructure needs or for Council’s Infrastructure Plan projects,which
are likely to exceed the original Plan’s $126 million estimate. For example, recent
estimates for a new Public Safety Building are higher than cited in the original
Plan.
If Council approves the recommendations, $3,001,595 would be available to
either defease Measure N bonds or offset annual Measure N debt service. If City
Council does not approve this recommendation, $4,053,095 would be available to
defease bonds or offset annual debt service.
Based on the City’s Financial Advisor’s analysis, property owners would receive a
higher cash flow benefit from defeasing bonds rather than offsetting debt service.
Staff will return to City Council at a later date requesting authority to defease
Measure N bonds.
City of Palo Alto Page 4
The “Last and Final List of Potential Expenses for Library Bond Funds”
Measure N provides for a citizen committee to oversee the expenditure of funds
generated by the bond measure. As work on the libraries nears completion, the
LBOC has requested they be decommissioned.
The City Attorney’s Office determined the LBOC can be decommissioned at this
time due to staff identifying and LBOC approving a final list of bondable
expenditures, albeit final work, payment and administrative steps remain.
To satisfy this requirement,attached is a “Last and Final List of Potential Expenses
for Library Bond Funds”created by staff, approved by the LBOC, and
recommended for Council approval by the Finance Committee (Attachment B).
This list, which totals $853,720, includes encumbered or outstanding contracts,
estimated costs for additional library work expected to be done but not yet
contracted, and a $75,000 contingency.
Staff contacted the City’s Bond Counsel regarding establishing the $75,000
contingency fund. The Bond Counsel supported this contingency as long as
expenses conformed to the scope of the projects.
Additional Information
For further information on the formation of the LBOC, please see the March 16,
2009 staff report titled “Adoption of a Resolution Establishing a Citizen Oversight
Committee for Expenditures of Library Bond Funds” (Attachment C).
Attachments:
·Attachment A: LBOC Financial Report (Revised 3)_11-17-2015 (PDF)
·Attachment B: Last and Final List of Potential Expenses for Library Bond Funds_11-23-
2015 (PDF)
·Attachment C: Resolution Establishing the LBOC_3-16-2009 (PDF)
12345 6 7 8
(3 minus 1) (5 minus 1) (5 minus 4) (7 divide by 4)
Measure N
Estimates
Changes in
Measure
Estimates
Engineer's
Estimate
Project
Budget
November
2015
Projected
Costs
Diff. Between
Measure N
Estimates vs.
Projected
Costs
$ Diff.
Between
Project Budget
vs. Projected
Costs
% Diff.
Between
Project
Budget vs.
Projected
Costs
Downtown Library 4,000,000$ 1,212,000$ 5,212,000$ 4,212,000$ 4,197,961$ (197,961) 14,039$ 0.3%
Mitchell Park & Community Center Library 50,000,000 (957,000) 49,043,000 47,725,437 45,034,851 4,965,149 2,690,586 5.6%
Cubberley Temporary Library - 645,000 645,000 645,000 645,000 (645,000) (0)(0.0%)
Rinconada (aka Main) Library *18,000,000 2,100,000 20,100,000 22,342,563 21,666,400 (3,666,400) 676,163 3.0%
Art Center Temporary Library - 500,000 500,000 500,000 465,148 (465,148) 34,852 7.0%
Total Prior to Bond Financing Costs 72,000,000 3,500,000 75,500,000 75,425,000 72,009,361 (9,361) 3,415,639 4.5%
Bond Financing Costs **4,000,000 (3,500,000) 500,000 500,000 185,320 3,814,680 314,680 62.9%
Grand Total 76,000,000$ -$ 76,000,000$ 75,925,000$ 72,194,681$ 3,805,319$ 3,730,319$ 4.9%
Interest Earnings/Market Value Change on the Project Bond Funds 322,776$
Projected Bond Savings 4,053,095$
*The Rinconada Library Project Budget, Projected Costs, and actual expenditures has $500,000 for connectivity between the Library and the Art Center
(funded by PF-09007) that is, based on Measure N, a non-bondable expense so that is not being funded by bond proceeds. On the other hand, Rinconada has $1,051,500
in expenditures for additional work (under S.J. Amoroso Construction contract ) that is bondable costs under Measure N but the City, at this time, has elected to pay for that
using General Fund (Infrastructure Reserve) money.
** The actual bond issuance cost is substantially lower than the Measure N estimate due to avoidance of Capitalized Interest costs.
Project
Budget Expenses
Commitments
(aka Purchase
Orders)
Remaining
Balance
% Diff.
Between
Engineer's
Est. vs.
Remaining
Bal.
Budget
Original Budget (per Measure N Ballot Measure)72,000,000$ -$ -$ 72,000,000$ Temporary Mitchell Park Library (Council Approved - CMR: 463:09)645,000 645,000
Temporary Main Library Facility - Art Center Auditorium 500,000 500,000
Net Other Budget Changes 2,280,000 2,280,000
Expenditures -
Engineering, Architectural, Constr., and Publishing (Reproduction) Costs 60,841,282 572,249 (61,413,531)
Construction Costs -- -
Contract Contingency 7,559,063 - (7,559,063)
Other Contract Services 2,025,378 - (2,025,378)
City (Inter-department) Service Charge 501,463 - (501,463) Miscellaneous Cost 228,455 - (228,455)
Total Library Projects Expenditures 75,425,000 71,155,641 572,249 3,697,110
Estimate of Pending Commitments/Costs - - 281,471 (281,471)
Total Bond Funds Less Bond Financing Costs 75,425,000 71,155,641 853,720 3,415,639 4.5% Bond Financing Costs (a)500,000 185,320 - 314,680 62.9%
Grand Total 75,925,000$ 71,340,961$ 853,720$ 3,730,319$ 4.9%
Interest Earnings/Market Value Change on the Project Bond Funds 322,776
Projected Bond Savings 4,053,095
2010 GO Bond True Interest Cost (TIC)4.21%
2013 GO Bond True Interest Cost (TIC)3.85%
** The actual bond issuance cost is substantially lower than the Measure N estimate due to avoidance of Capitalized Interest costs.
Budget History and Projection
Description of Activity
Library Projects Budget to Actual Activities Summary
Library Bond Oversight Committee Quarterly Financial Report
City of Palo Alto
As of November 17, 2015 (Revised 3)
1
Attachment A
Library Bond Oversight Committee Quarterly Financial Report
City of Palo Alto
As of November 17, 2015 (Revised 3)
Project
Budget Expenses
Commitments
(aka Purchase
Orders)
Remaining
Balance
% Diff.
Between
Engineer's
Est. vs.
Remaining
Bal.
Original Budget (per Measure N Ballot Measure) 4,000,000$ -$ -$ 4,000,000$
Budget Change 212,000 212,000
Expenditures
Engineering, Architectural, Constr., and Publishing (Reproduction) Costs 3,617,992 40,890 (3,658,882)
Construction Costs - - - -
Contract Contingency - 462,490 - (462,490) Other Contract Services - 27,925 - (27,925)
City (Inter-department) Service Charge - 45,501 - (45,501)
Miscellaneous Cost - 3,163 - (3,163)
Total Library Projects Expenditures 4,212,000 4,157,071 40,890 14,039
Estimate of Pending Commitments/Costs - - - -
Total Bond Funds Less Bond Financing Costs 4,212,000$ 4,157,071$ 40,890$ 14,039$ 0.3%
Reasons for Budget Increase of:212,000$
1) Seismic upgrade 30,000$ July 2010
2) Roof replacement 125,000 June 2011 3) LEED - Green building upgrades 100,000
4) Construction Management Services increase 400,000
5) Fixed Equipment 187,000
6) Moving costs deemed to be bondable costs 50,000 7) Contingency adjustment 320,000 8) Transfer to Main Library (1,000,000)
Net Budget Change 212,000$
Project
Budget Expenses
Commitments
(aka Purchase
Orders)
Remaining
Balance
% Diff.
Between
Engineer's
Est. vs.
Remaining
Bal.
Original Budget (per Measure N Ballot Measure) 50,000,000$ -$ -$ 50,000,000$
Budget Change (2,274,563) (2,274,563)
Expenditures
Engineering, Architectural, Constr., and Publishing (Reproduction) Costs 36,754,397 303,621 (37,058,018)
Contract Contingency - 6,101,432 - (6,101,432)
Other Contract Services - 1,232,201 - (1,232,201) City (Inter-department) Service Charge - 320,534 - (320,534) Miscellaneous Cost - 224,578 - (224,578)
Total Library Projects Expenditures 47,725,437 44,633,141 303,621 2,788,675 Estimate of Pending Commitments/Costs 98,089 (98,089)
Total Bond Funds Less Bond Financing Costs 47,725,437$ 44,633,141$ 401,710$ 2,690,586$ 5.6%
Reasons for Budget Decrease of:(2,274,563)$
1) LEED - Green building (Council approved) upgrades 1,200,000$ September 2010
2) Fixed Equipment 1,750,000 December 20143) Moving costs deemed to be bondable costs 100,000
4) Contingency adjustment (4,007,000)
5) Transfer to Main Library Project (1,317,563)
Net Budget Change (2,274,563)$
Description of Activity
Mitchell Park Library and Community Center Budget to Actual Activities Summary (PE-09006)
Downtown Library Budget to Actual Activities Summary (PE-09005)
Completed:
Construction Began:
Construction Began:
Completed:
Description of Activity
2
Library Bond Oversight Committee Quarterly Financial Report
City of Palo Alto
As of November 17, 2015 (Revised 3)
Project
Budget Expenses
Commitments
(aka Purchase
Orders)
Remaining
Balance
% Diff.
Between
Engineer's
Est. vs.
Remaining
Bal.
Original Budget (per Measure N Ballot Measure)18,000,000$ -$ -$ 18,000,000
Budget Change 4,342,563 4,342,563
ExpendituresEngineering, Architectural, Constr., and Publishing (Reproduction) Costs 19,661,166 227,738 (19,888,904)
Contract Contingency - 955,198 - (955,198)
Other Contract Services - 765,251 - (765,251)
City (Inter-department) Service Charge - 456 - (456) Miscellaneous Cost - 590 - (590)
Total Library Projects Expenditures 22,342,563 21,382,662 227,738 732,163
Estimate of Pending Commitments/Costs 56,000 (56,000)
Total Bond Funds Less Bond Financing Costs 22,342,563$ 21,382,662$ 283,738$ 676,163$ 3.0%
Reasons for Budget Increase of:4,342,563$
Lowest Accepted Bids Exceeded the Engineer's Estimates 4,342,563$ June 2013
November 2014
Net Budget Change 4,342,563$
*The Rinconada Library Project Budget, Projected Costs, and actual expenditures has $500,000 for connectivity between the Library and the Art Center
(funded by PF-09007) that is, based on Measure N, a non-bondable expense so that is not being funded by bond proceeds. On the other hand, Rinconada has $1,051,500
in expenditures for additional work (under S.J. Amoroso Construction contract ) that is bondable costs under Measure N but the City, at this time, has elected to pay for that
using General Fund (Infrastructure Reserve) money.
Project
Budget Expenses
Commitments
(aka Purchase
Orders)
Remaining
Balance
% Diff.
Between
Engineer's
Est. vs.
Remaining
Bal.
Temporary Mitchell Park Library (Council Approved - CMR: 463:09)645,000$ -$ -$ 645,000$
Budget Change -$ -
Expenditures
Engineering, Architectural, Constr., and Publishing (Reproduction) Costs 467,777 - (467,777) Contract Contingency - 38,470 - (38,470)
City (Inter-department) Service Charge - 11,247 - (11,247)
Miscellaneous Cost - 125 - (125)
Total Library Projects Expenditures 645,000 517,618 - 127,382
Estimate of Pending Commitments/Costs 127,382 (127,382)
Total Bond Funds Less Bond Financing Costs 645,000$ 517,618$ 127,382$ (0)$ (0.0%)
Description of Activity
Rinconada (aka Main) Library Budget to Actual Activities Summary (PE-11000)
Description of Activity
Cubberley Temporary Library Budget to Actual Activities Summary (PE-09010)
Construction Began:
Completed:
3
Library Bond Oversight Committee Quarterly Financial Report
City of Palo Alto
As of November 17, 2015 (Revised 3)
Project
Budget Expenses
Commitments
(aka Purchase
Orders)
Remaining
Balance
% Diff.
Between
Engineer's
Est. vs.
Remaining
Bal.
Temporary Main Library Facility - Art Center Auditorium 500,000$ -$ -$ 500,000$
ExpendituresEngineering, Architectural, Constr., and Publishing (Reproduction) Costs 339,949 - (339,949)
Contract Contingency - 1,474 - (1,474)
Other Contract Services -
City (Inter-department) Service Charge - 123,725 - (123,725) Miscellaneous Cost - - - -
Total Library Projects Expenditures 500,000 465,148 - 34,852
Estimate of Pending Commitments/Costs - -
Total Bond Funds Less Bond Financing Costs 500,000$ 465,148$ -$ 34,852$ 7.0%
Description of Activity
Art Center Temporary Library Budget to Actual Activities Summary (Project # PE-11012)
4
Payment or
Posting Date Payee Description Project Budget Expenses
Commitments
(aka Purchase
Orders)
Remaining
Balance
Project BudgetOriginal Budget (per Measure N Ballot Measure)4,000,000
Budget Change 212,000
Sub-total - 2010 Engineer's Budget Estimate 4,212,000 - - 4,212,000
Engineering, Architectural, Constr., and Publishing (Reproduction) Costs
Summary of Expenditures as of July 21, 2010 418,563
08/24/10 Group 4 Architecture Research & Planning Architectural 362
09/21/10 Group 4 Architecture Research & Planning Architectural 135
08/03/10 Group 4 Architecture Research & Planning Architectural 16,233 08/03/10 Group 4 Architecture Research & Planning Architectural 56,000
08/10/10 Protech Consulting and Engineering Hazardous Material Testing 5,210
08/10/10 Turner Construction Company Construction Management Services 68,577 Oct. 21, 2010 Report
09/21/10 Group 4 Architecture Research & Planning Architectural 15 09/21/10 Group 4 Architecture Research & Planning Architectural 18,080
09/21/10 Group 4 Architecture Research & Planning Architectural 2,970
09/21/10 W.L. Butler Construction, Inc.Construction 93,177
10/05/10 Protech Consulting and Engineering Hazardous Material Testing 990 10/19/10 Group 4 Architecture Research & Planning Architectural 10,544
11/02/10 W. L. Butler Construction, Inc.Construction 69,984
11/02/10 Turner Construction Company Construction Management Services 27,984
11/02/10 Group 4 Architecture Research & Planning Architectural 11,864 12/07/10 Turner Construction Company Construction Management Services 55,174
12/07/10 Group 4 Architecture Research & Planning Architectural 11,688 Jan. 25, 2011 Report
12/07/10 W. L. Butler Construction, Inc.Construction 92,055
12/14/10 Group 4 Architecture Research & Planning Architectural 519
12/14/10 W. L. Butler Construction, Inc.Construction 159,940 01/04/11 Turner Construction Company Construction Management Services 27,984
01/07/11 Group 4 Architecture Research & Planning Architectural 11,688
01/21/11 West Coast Code Consultants, Inc.Plan Check 350
01/21/11 Turner Construction Company Construction Management Services 30,212 01/31/11 W. L. Butler Construction, Inc.Construction 211,220
02/18/11 W. L. Butler Construction, Inc.Construction 279,472
02/18/11 Group 4 Architecture Research & Planning Architectural 8,766
02/18/11 Turner Construction Company Construction Management Services 27,429 03/16/11 W. L. Butler Construction, Inc.Construction 277,033 April 26, 2011 Report
03/18/11 Group 4 Architecture Research & Planning Architectural 432
03/18/11 Group 4 Architecture Research & Planning Architectural 409
03/18/11 Group 4 Architecture Research & Planning Architectural 8,766 03/18/11 Group 4 Architecture Research & Planning Architectural 136
03/31/11 Pivot Interiors Design 2,250
03/31/11 Turner Construction Company Construction Management Services 17,808
04/07/11 Group 4 Architecture Research & Planning Architectural 13,149 04/19/11 Group 4 Architecture Research & Planning Architectural 2,795
04/25/11 W. L. Butler Construction, Inc.Construction 342,711
05/10/11 Turner Construction Company Construction Management Services 39,522
05/12/11 Group 4 Architecture Research & Planning Architectural 220 05/12/11 Group 4 Architecture Research & Planning Architectural 24,891
05/12/11 Group 4 Architecture Research & Planning Architectural 14,610 July 26, 2011 Report
05/17/11 Turner Construction Company Construction Management Services 28,334
05/27/11 W. L. Butler Construction, Inc.Construction 238,387 06/07/11 W. L. Butler Construction, Inc.Construction 352,713
06/07/11 Group 4 Architecture Research & Planning Architectural 14,610
06/09/11 Moovers, Inc.Moving Services 10,233
06/16/11 Group 4 Architecture Research & Planning Architectural 233
07/20/11 Group 4 Architecture Research & Planning Architectural 479 07/20/11 Group 4 Architecture Research & Planning Architectural 12,405
07/27/11 W.L. Butler Construction, Inc.Construction 157,980
07/27/11 Turner Construction Company Construction Management Services 26,028
08/31/11 Group 4 Architecture Research & Planning Architectural 19,560 October 25, 2011 Report08/10/11 Group 4 Architecture Research & Planning Architectural 137
08/10/11 Group 4 Architecture Research & Planning Architectural 5,100
08/24/11 Turner Construction Company Construction Management Services 38,160
08/31/11 W.L. Butler Construction, Inc.Construction 137,659 09/14/11 Group 4 Architecture Research & Planning Architectural 2,550
09/14/11 Group 4 Architecture Research & Planning Architectural 1,116
12/07/11 Group 4 Architecture Research & Planning Architectural 5,100
10/19/11 Turner Construction Company Construction Management Services 1,176 12/21/11 Turner Construction Company Construction Management Services 3,806 January 18, 2012
11/09/11 Group 4 Architecture Research & Planning Architectural 1,146
12/07/11 W.L. Butler Construction, Inc.Construction 64,874
02/08/12 Group 4 Architecture Research & Planning Architectural 29 02/08/12 W.L. Butler Construction, Inc.Construction 22,796
02/22/12 Group 4 Architecture Research & Planning Architectural 8,408 March 28, 2012 Report
03/08/12 Group 4 Architecture Research & Planning Architectural 1,275
03/21/12 Group 4 Architecture Research & Planning Architectural 7
08/22/12 Group 4 Architecture Research & Planning Architectural 1,268 October 30, 2012 Report
Downtown Library Activity Details (PE-09005)
As of November 17, 2015 (Revised 3)
5
Payment or
Posting Date Payee Description Project Budget Expenses
Commitments
(aka Purchase
Orders)
Remaining
Balance
Downtown Library Activity Details (PE-09005)
As of November 17, 2015 (Revised 3)
10/03/12 Group 4 Architecture Research & Planning Architectural 71 01/09/13 Turner Construction Company Construction Management Services 434 January 23, 2013 Report
Group 4 Architecture Research Architectural 40,890
Sub-total - Engineering and Architectural Costs - 3,617,992 40,890 (3,658,882)
Contract ContingencySummary of Expenditures as of July 21, 2010 19,140
10/19/10 Group 4 Architecture Research & Planning Architectural 660
10/19/10 Group 4 Architecture Research & Planning Architectural 4,070 Oct. 21, 2010 Report
08/27/10 Asbestos Management Group Hazardous Material Testing 2,500
02/28/11 City of Palo Alto - Planning Plan Check Fee 93 April 26, 2011 Report02/18/11 W. L. Butler Construction, Inc.Construction 15,686
04/25/11 W. L. Butler Construction, Inc.Construction 59,235
05/27/11 W. L. Butler Construction, Inc.Construction 163,149
07/01/11 Turner Construction Company Construction Management Services 1,123 July 26, 2011 Report07/01/11 Turner Construction Company Construction Management Services 24,611
06/07/11 Group 4 Architecture Research & Planning Architectural 5,104
06/07/11 Group 4 Architecture Research & Planning Architectural 3,489
07/27/11 Group 4 Architecture Research & Planning Architectural 9,339 October 25, 2011 Report08/31/11 W. L. Butler Construction, Inc.Construction 13,299
03/08/12 Group 4 Architecture Research & Planning Architectural 4,094 March 28, 2012 Report
02/08/12 W. L. Butler Construction, Inc.Construction 113,631
09/19/12 W. L. Butler Construction, Inc.Construction 10,000 October 30, 2012 Report01/09/13 Turner Construction Company Construction Management Services 13,266 January 23, 2013 Report
Sub-total - Contract Contingency - 462,490 - (462,490)
Other Contract Services
Summary of Expenditures as of July 21, 2010 2,225
08/27/10 Asbestos Management Group Hazardous Material Testing 25,700 Oct. 21, 2010 Report
Sub-total - Other Contract Services - 27,925 - (27,925)
City (Inter-department) Service Charge
Summary of Expenditures as of July 21, 2010 43,990
07/13/11 City of Palo Alto - Public Works Parking Permit 230 October 25, 2011 Report
07/13/11 City of Palo Alto - Public Works Parking Permit 420
10/31/10 City of Palo Alto - Planning Plan Checking 861 Jan. 25, 2011 Report
Sub-Total - City (Inter-department) Service Charge - 45,501 - (45,501)
Miscellaneous Cost
Summary of Expenditures as of July 21, 2010 3,158
04/10/11 Santa Clara County Downtown-Notice of Completion Filing Fee 5 January 18, 2012 Report
Sub-total - Miscellaneous Cost - 3,163 - (3,163)
Grant Total 4,212,000 4,157,071 40,890 14,039
6
Payment
Date Payee Description
Project
Budget Expenses
Commitments
(aka Purchase
Orders)
Remaining
Balance
Project BudgetOriginal Budget (per Measure N Ballot Measure) 50,000,000$
Budget Change (2,274,563)
Sub-total - 2010 Engineer's Budget Estimate 47,725,437 - - 47,725,437
Engineering, Architectural, Constr., and Publishing (Reproduction) Costs
Summary of Expenditures as of July 21, 2010 3,101,748
08/03/10 Group 4 Architecture Research & Planning Architectural 37,609
08/10/10 Group 4 Architecture Research & Planning Architectural 18,595
10/05/10 Group 4 Architecture Research & Planning Architectural 7,522
10/05/10 Group 4 Architecture Research & Planning Architectural 13,942 10/05/10 Group 4 Architecture Research & Planning Architectural 2,971
07/27/10 Moovers, Inc. Moving Services 435
09/21/10 Turner Construction Company Construction Management Services 163,918
10/19/10 Group 4 Architecture Research & Planning Architectural 47,110
10/19/10 State Water Resources Control Board Submitting Permit Registration Documents 375 Oct. 21, 2010 Report10/19/10 Group 4 Architecture Research & Planning Architectural 18,517
08/03/10 Peninsula Digital Imaging Reproduction Services 3,066
08/03/10 Peninsula Digital Imaging Reproduction Services 2,401
08/03/10 Peninsula Digital Imaging Reproduction Services 5,105 08/03/10 Peninsula Digital Imaging Reproduction Services 2,119
11/02/10 Bank of Sacramento - Flintco Pacific Escrow Construction 86,542
11/02/10 Flintco Pacific, Inc. Construction 778,876
11/02/10 Group 4 Architecture Research & Planning Architectural 1,037 12/07/10 Turner Construction Company Construction Management Services 635
12/07/10 Turner Construction Company Construction Management Services 70,780
12/07/10 Turner Construction Company Construction Management Services 64,319
12/07/10 Protech Consulting and Engineering Hazardous Material Testing 8,385 12/07/10 Peninsula Digital Imaging Reproduction Services 7,672
12/14/10 West Coast Code Consultants, Inc. Plan Check 26,820
12/14/10 Group 4 Architecture Research & Planning Architectural 46,200 Jan. 25, 2011 Report
12/21/10 Group 4 Architecture Research & Planning Architectural 46,297 12/21/10 Flintco Pacific, Inc. Construction 732,895
12/21/10 Flintco Pacific, Inc. Escrow 2841-042 Construction 81,433
12/28/10 Flintco Pacific, Inc. Construction 757,231
12/28/10 Flintco Pacific, Inc. Escrow 2841-042 Construction 84,137
01/04/11 Group 4 Architecture Research & Planning Architectural 2,942 01/04/11 Group 4 Architecture Research & Planning Architectural 4,564
01/04/11 Turner Construction Company Construction Management Services 73,919
1/21/2011 Group 4 Architecture Research & Planning Architectural 267
1/21/2011 Group 4 Architecture Research & Planning Architectural 46,261 1/21/2011 Turner Construction Company Construction Management Services 105,917
2/1/2011 Flintco Pacific, Inc.Construction 1,098,865
2/1/2011 Flintco Pacific, Inc. Escrow 2841-042 Construction 126,732
2/18/2011 Flintco Pacific, Inc.Construction 1,497,190 2/18/2011 Turner Construction Company Construction Management Services 94,502
2/18/2011 Flintco Pacific, Inc. Escrow 2841-042 Construction 193,977
2/24/2011 Group 4 Architecture Research & Planning Architectural 46,261
3/10/2011 West Coast Code Consultants, Inc.Plan Check 1,820 3/10/2011 West Coast Code Consultants, Inc.Plan Check 1,680
3/16/2011 West Coast Code Consultants, Inc.Plan Check (560)
3/16/2011 West Coast Code Consultants, Inc.Plan Check 560 April 26, 2011 Report
3/16/2011 Protech Consulting and Engineering Hazardous Material Testing 1,250 3/17/2011 West Coast Code Consultants, Inc.Plan Check 560
3/18/2011 Group 4 Architecture Research & Planning Architectural 46,261
3/31/2011 Flintco Pacific, Inc.Construction 446,177
3/31/2011 Flintco Pacific, Inc. Escrow 2841-042 Construction 76,548 3/31/2011 Turner Construction Company Construction Management Services 94,572
4/11/2011 Group 4 Architecture Research & Planning Architectural 4,219
4/11/2011 Group 4 Architecture Research & Planning Architectural 127
4/11/2011 Group 4 Architecture Research & Planning Architectural 7,366
4/11/2011 Group 4 Architecture Research & Planning Architectural 80,956 4/20/2011 West Coast Code Consultants, Inc.Plan Check 140
4/20/2011 West Coast Code Consultants, Inc.Plan Check 280
4/20/2011 West Coast Code Consultants, Inc.Plan Check 560
3/29/2011 Palo Alto Stores Supplies/Parts 1,342 4/25/2011 Flintco Pacific, Inc. Escrow 2841-042 Construction 85,140
4/25/2011 Flintco Pacific, Inc.Construction 766,263
4/26/2011 Group 4 Architecture Research & Planning Architectural 2,528
5/10/2011 Turner Construction Company Construction Management Services 82,594 5/12/2011 Group 4 Architecture Research & Planning Architectural 683
5/12/2011 Group 4 Architecture Research & Planning Architectural 80,956
5/17/2011 Turner Construction Company Construction Management Services 101,701
5/17/2011 Flintco Pacific, Inc.Construction 815,307 July 26, 2011 Report5/17/2011 Flintco Pacific, Inc. Escrow 2841-042 Construction 93,874
5/17/2011 Flintco Pacific, Inc.Construction 29,559
7/1/2011 Turner Construction Company Construction Management Services 99,493
Mitchell Park Library and Community Center Activity Details (PE-09006)
As of November 17, 2015 (Revised 3)
7
Payment
Date Payee Description
Project
Budget Expenses
Commitments
(aka Purchase
Orders)
Remaining
Balance
Mitchell Park Library and Community Center Activity Details (PE-09006)
As of November 17, 2015 (Revised 3)
7/1/2011 Group 4 Architecture Research & Planning Architectural 19,540 7/1/2011 Group 4 Architecture Research & Planning Architectural 3,109
7/1/2011 Group 4 Architecture Research & Planning Architectural 17,038
7/1/2011 Group 4 Architecture Research & Planning Architectural 92,521 July 26, 2011 Report
7/1/2011 Group 4 Architecture Research & Planning Architectural 8,314 7/5/2011 Flintco Pacific, Inc. Escrow 2841-042 Construction 125,101
7/5/2011 Flintco Pacific, Inc.Construction 1,125,909
7/27/2011 Group 4 Architecture Research & Planning Architectural 57,826
7/27/2011 Group 4 Architecture Research & Planning Architectural 13,045 7/27/2011 Group 4 Architecture Research & Planning Architectural 1,954
7/27/2011 Flintco Pacific, Inc.Construction 2,316,525
7/27/2011 Flintco Inc. Escrow Construction 257,391
7/27/2011 Turner Construction Company Construction Management Services 127,367 October 25, 2011 Report10/5/2011 Group 4 Architecture Research & Planning Architectural 1,898
10/5/2011 Group 4 Architecture Research & Planning Architectural 57,826
10/5/2011 Group 4 Architecture Research & Planning Architectural 1,647
10/5/2011 Flintco Pacific, Inc.Construction 483,144
10/5/2011 Flintco, Inc. Escrow Construction 53,683 10/19/2011 Turner Construction Company Construction Management Services 170,058
11/2/2011 Flintco Pacific, Inc.Construction 705,850
11/2/2011 Group 4 Architecture Research & Planning Architectural 57,826
11/2/2011 Group 4 Architecture Research & Planning Architectural 2,060 11/2/2011 Flintco Pacific, Inc.Construction 78,428
11/30/2011 West Coast Code Consultants, Inc.Plan Check 420
11/30/2011 West Coast Code Consultants, Inc.Plan Check 560
11/30/2011 West Coast Code Consultants, Inc.Plan Check 560 11/30/2011 Group 4 Architecture Research & Planning Architectural 2,051
11/30/2011 West Coast Code Consultants, Inc.Plan Check 700 January 18, 2012 Report
11/30/2011 Flintco Pacific, Inc.Construction 119,803
11/30/2011 Group 4 Architecture Research & Planning Architectural 1,722 11/30/2011 Group 4 Architecture Research & Planning Architectural 57,826
11/30/2011 Group 4 Architecture Research & Planning Architectural 4,789
11/30/2011 Flintco, Inc. Escrow Construction 837,115
12/21/2011 Turner Construction Company Construction Management Services 187,775
12/21/2011 Turner Construction Company Construction Management Services 129,453 12/21/2011 Turner Construction Company Construction Management Services 233,061
12/21/2011 Turner Construction Company Construction Management Services 2,385
12/21/2011 Turner Construction Company Construction Management Services 109
12/21/2011 Group 4 Architecture Research & Planning Architectural 46,261 2/29/2012 West Coast Code Consultants, Inc.Plan Check 200
2/29/2012 Group 4 Architecture Research & Planning Architectural 1,600
3/21/2012 Group 4 Architecture Research & Planning Architectural 3,457
3/21/2012 Group 4 Architecture Research & Planning Architectural 19,603 2/1/2012 Flintco Pacific, Inc.Construction 940,940
2/1/2012 Flintco Pacific, Inc.Construction 104,549
2/1/2012 Group 4 Architecture Research & Planning Architectural 46,261
2/1/2012 Group 4 Architecture Research & Planning Architectural 654 March 28, 2012 Report2/8/2012 Group 4 Architecture Research & Planning Architectural 6,417
2/24/2012 Turner Construction Company Construction Management Services 147,880
1/18/2012 Flintco Pacific, Inc.Construction 458,653
1/18/2012 Flintco Pacific, Inc.Construction 50,961 2/29/2012 Group 4 Architecture Research & Planning Architectural 46,261
3/21/2012 Flintco Pacific, Inc.Construction 722,810
3/21/2012 Flintco Pacific, Inc.Construction 80,312
3/21/2012 Group 4 Architecture Research & Planning Architectural 26,657 4/4/2012 Flintco Pacific, Inc.Construction 95,581
4/4/2012 Flintco Pacific, Inc. Escrow Construction 17,187
4/18/2012 Turner Construction Company Construction Management Services 129,709
4/18/2012 Turner Construction Company Construction Management Services 118,875 4/18/2012 Group 4 Architecture Research & Planning Architectural 2,100
4/18/2012 Group 4 Architecture Research & Planning Architectural 23,130
4/18/2012 Turner Construction Company Construction Management Services 120,219
5/9/2013 Sierra Traffic Markings Inc.Construction 7,990
5/9/2012 Group 4 Architecture Research & Planning Architectural 16,191 5/16/2012 Flintco Pacific, Inc.Construction 254,477
5/16/2012 Flintco Pacific, Inc. Escrow Construction 28,395
5/16/2012 Group 4 Architecture Research & Planning Architectural 2,069
5/16/2012 Group 4 Architecture Research & Planning Architectural 9,511 5/16/2012 Turner Construction Company Construction Management Services 116,415
6/20/2012 Group 4 Architecture Research & Planning Architectural 2,551
6/20/2012 Group 4 Architecture Research & Planning Architectural 16,191 July 5, 2012 Report
6/20/2012 Flintco Pacific, Inc.Construction 189,316 6/20/2012 Flintco Pacific, Inc. Escrow Construction 22,270
7/5/2012 West Coast Code Consultants, Inc.Plan Check 420
7/5/2012 West Coast Code Consultants, Inc.Plan Check 560
7/5/2012 West Coast Code Consultants, Inc.Plan Check 560 7/5/2012 West Coast Code Consultants, Inc.Plan Check 1,680
8
Payment
Date Payee Description
Project
Budget Expenses
Commitments
(aka Purchase
Orders)
Remaining
Balance
Mitchell Park Library and Community Center Activity Details (PE-09006)
As of November 17, 2015 (Revised 3)
7/5/2012 West Coast Code Consultants, Inc.Plan Check 420 7/5/2012 West Coast Code Consultants, Inc.Plan Check 560
7/5/2012 West Coast Code Consultants, Inc.Plan Check 560
7/5/2012 West Coast Code Consultants, Inc.Plan Check 560
7/5/2012 West Coast Code Consultants, Inc.Plan Check 560 7/5/2012 West Coast Code Consultants, Inc.Plan Check 280
7/5/2012 West Coast Code Consultants, Inc.Plan Check 280
7/5/2012 Flintco Pacific, Inc. Escrow Construction 20,813
7/5/2012 Flintco Pacific, Inc.Construction 173,537 7/25/2012 Group 4 Architecture Research & Planning Architectural 762
7/25/2012 Group 4 Architecture Research & Planning Architectural 16,191
8/8/2012 Flintco Pacific, Inc.Construction 11,297
8/8/2012 Group 4 Architecture Research & Planning Architectural 16,191 October 30, 2012 Report8/8/2012 Flintco Pacific, Inc.Construction 85,728
8/22/2012 Group 4 Architecture Research & Planning Architectural 280
9/26/2012 Group 4 Architecture Research & Planning Architectural 84,027
10/3/2012 Group 4 Architecture Research & Planning Architectural 16,191
10/10/2012 Turner Construction Company Construction 22,926 11/14/2012 Group 4 Architecture Research & Planning Architectural 20,325
11/19/2012 West Coast Code Consultants, Inc.Plan Check 350
11/19/2012 Flintco Pacific, Inc.Construction 383,239
11/19/2012 Flintco Pacific, Inc.Construction 88,321 11/19/2012 West Coast Code Consultants, Inc.Plan Check 420
12/12/2012 Flintco Pacific, Inc.Construction 608,951
12/12/2012 Flintco Pacific, Inc.Construction 81,614
12/12/2012 Flintco Pacific, Inc.Construction 505,497 12/12/2012 Flintco Pacific, Inc.Construction 96,133
12/19/2012 Group 4 Architecture Research & Planning Architectural 93,220 January 23, 2013 Report
12/19/2012 Group 4 Architecture Research & Planning Architectural 30,758
12/26/2012 Flintco Pacific, Inc.Construction 13,946 12/26/2012 Flintco Pacific, Inc.Construction 31,893
12/26/2012 Turner Construction Company Construction Management Services 270,207
12/26/2012 Turner Construction Company Construction Management Services 754,125
12/26/2012 Flintco Pacific, Inc.Construction 9,728
12/26/2012 Flintco Pacific, Inc.Construction 14,250 1/23/2013 West Coast Code Consultants, Inc.Plan Check 160
1/23/2013 West Coast Code Consultants, Inc.Plan Check 560
1/23/2013 Group 4 Architecture Research & Planning Architectural 626
1/23/2013 Group 4 Architecture Research & Planning Architectural 783 2/6/2013 Group 4 Architecture Research & Planning Architectural 68,238
2/20/2013 Group 4 Architecture Research & Planning Architectural 38,341 April 12, 2013
3/6/2013 Group 4 Architecture Research & Planning Architectural 2,775
4/3/2013 Group 4 Architecture Research & Planning Architectural 73,745 06/12/13 Flintco Pacific, Inc.Construction 59,916
06/12/13 Flintco Pacific, Inc.Construction 31,230
06/12/13 Flintco Pacific, Inc.Construction 27,261
06/12/13 Flintco Pacific, Inc.Construction 12,816 04/08/13 Flintco Pacific, Inc.Construction 249,800
04/08/13 Flintco Pacific, Inc.Construction 184,896
04/08/13 Flintco Pacific, Inc.Construction 29,765
05/03/13 Flintco Pacific, Inc.Construction 350,886 July 23, 201304/24/13 Group 4 Architecture Research & Planning Architectural 91,837
04/24/13 Group 4 Architecture Research & Planning Architectural 450
06/05/13 Group 4 Architecture Research & Planning Architectural 50,003
05/01/13 Ross McDonald Company, Inc.Construction Services 495,000 04/24/13 West Coast Code Consultants, Inc.Plan Check 320
06/17/13 Flintco Pacific, Inc.Construction 142,218
06/19/13 Flintco Pacific, Inc.Construction 27,637
06/26/13 Group 4 Architecture Research & Planning Architectural 73,498 07/17/13 Group 4 Architecture Research & Planning Architectural 46,031
07/19/13 Flintco Pacific, Inc.Construction 106,656
07/31/13 Flintco Pacific, Inc.Construction 34,269
08/07/13 Flintco Pacific, Inc.Construction 72,222 08/14/13 Group 4 Architecture Research & Planning Architectural 46,080
08/14/13 Flintco Pacific, Inc.Construction 8,025 Sept. 25, 2013
08/22/13 Flintco Pacific, Inc.Construction 500,976
08/28/13 Flintco Pacific, Inc.Construction 73,759
09/11/13 Group 4 Architecture Research & Planning Architectural 58,299 09/25/13 Turner Construction Company Construction Management Services 65,864
09/25/13 Sign & Services Company Construction Services 66,903
09/30/13 Flintco Pacific, Inc.Construction 564,671
10/02/13 Turner Construction Company Construction Management Services 450,004 10/02/13 Flintco Pacific, Inc.Construction 70,944
10/09/13 Group 4 Architecture Research & Planning Architectural 66,584
10/11/13 Flintco Pacific, Inc.Construction 580,658
10/30/13 Flintco Pacific, Inc.Construction 64,518 11/13/13 Moovers, Inc.Moving Services 2,280 December 24, 2013
9
Payment
Date Payee Description
Project
Budget Expenses
Commitments
(aka Purchase
Orders)
Remaining
Balance
Mitchell Park Library and Community Center Activity Details (PE-09006)
As of November 17, 2015 (Revised 3)
11/13/13 Sign & Services Company Construction Services 94,813 11/20/13 Turner Construction Company Construction Management Services 143,602
12/05/13 Group 4 Architecture Research & Planning Architectural 54,193
12/11/13 Turner Construction Company Construction Management Services 158,901
12/11/13 Sign & Services Company Construction Services 76,096 12/18/13 Turner Construction Company Construction Management Services 134,322
12/18/13 Ross McDonald Company, Inc.Construction Services 47,705
12/23/13 Group 4 Architecture Research & Planning Architectural 47,490
02/26/14 Group 4 Architecture Research & Planning Architectural 44 01/22/14 Group 4 Architecture Research & Planning Architectural 4,556
02/26/14 Group 4 Architecture Research & Planning Architectural 674
02/26/14 Group 4 Architecture Research & Planning Architectural 37,815
04/02/14 Group 4 Architecture Research & Planning Architectural 19,826 01/22/14 Sign & Services Company Construction Services 106,141 April 16, 2014
02/26/14 Sign & Services Company Construction Services 57,626
02/12/14 Envision Ware, Inc.Professional services 19,365
02/12/14 Envision Ware, Inc.Professional services 422,298
04/02/14 Turner Construction Company Construction Management Services 136,132 04/02/14 Turner Construction Company Construction Management Services 143,257
04/02/14 Turner Construction Company Construction Management Services 102,807
01/29/14 Moovers, Inc.Moving Services 1,000
05/21/14 Moovers, Inc.Moving Services 580 03/05/14 Ross McDonald Company, Inc.Construction Services 54,891
03/31/14 Return of Flintco Escrow (Previously Expensed)(2,628,576)
05/14/14 Group 4 Architecture Research & Planning Architectural 12,284
05/21/14 Moovers, Inc.Moving Services 1,544 July 2, 201405/28/14 Turner Construction Company Construction Management Services 130,209
05/28/14 Turner Construction Company Construction Management Services 110,969
05/28/14 Muzak LLC Construction Services 100,317
05/23/14 Protech Consulting and Engineering Hazardous Material Testing 1,540 06/11/14 Group 4 Architecture Research & Planning Architectural 18,326
06/18/14 Turner Construction Company Construction Management Services 109,939
12/23/13 One Workplace L Ferrari Storage 7,010
03/31/14 Envision Ware, Inc.Sorter System 973
06/26/13 Group 4 Architecture Research & Planning Architectural 73,498 10/22/14 Moovers, Inc.Moving Services 213
10/22/14 Moovers, Inc.Moving Services 924
10/22/14 Moovers, Inc.Moving Services 14,463
10/22/14 Moovers, Inc.Moving Services 472 11/12/14 Turner Construction Company Construction Management Services 104,843 January 14, 2015
12/03/14 Group 4 Architecture Research & Planning Architectural 64,500
12/17/14 Turner Construction Company Construction Management Services 11,809
12/17/14 Turner Construction Company Construction Management Services 24,983 12/29/14 Flintco Pacific, Inc.Settlement agreement ($4 million less $100,000)3,900,000
03/18/15 Turner Construction Company Construction Management Services 1,576
12/18/15 Sign & Services Company Construction Services 19,242
12/18/15 Sign & Services Company Construction Services 23,098 April 22, 201503/18/15 Turner Construction Company Construction Management Services 26,867
02/25/15 Turner Construction Company Construction Management Services 28,964
11/25/14 Turner Construction Company Construction Management Services 105,599
03/20/15 Turner Construction Company Construction Management Services 491,145 04/29/15 Group 4 Architecture Research & Planning Architectural 4,300
06/10/15 Turner Construction Company Construction Management Services 30,000 July 29, 2015
07/15/15 Muzak LLC Construction Services 250
07/15/15 Muzak LLC Construction Services 781 10/14/15 Flintco Pacific, Inc.Construction Services 85,000 November 17, 2015
11/17/15 Mood Media (formerly Muzak LLC)Construction Services 250
Group 4 Architecture Research & Planning Architectural 54,016
Ross McDonald Company, Inc.Construction Services 115,816 One Workplace L Ferrari Storage 18,497
Mood Media (formerly Muzak LLC)Construction Services 47,890
Ginn and Crosby, LLC Legal Services 16,302
Lloyd F. McKinney Associates, Inc.Legal Services 1,100 Spring Electric Company Construction Services 50,000
Sub-total - Engineering Costs - 36,754,397 303,621 (37,058,018)
Contract Contingency
Summary of Expenditures as of July 21, 2010 104,373
08/03/10 Group 4 Architecture Research & Planning Architectural 1,771
10/05/10 Group 4 Architecture Research & Planning Architectural 25,951 Jan. 25, 2011 Report
10/19/10 Group 4 Architecture Research & Planning Architectural 10,740
2/1/2011 Flintco Pacific, Inc.Construction 41,725 2/18/2011 Flintco Pacific, Inc.Construction 248,603 April 26, 2011 Report
3/31/2011 Flintco Pacific, Inc.Construction 242,754
8/31/2011 W. L. Butler Construction, Inc.Construction 22,713
10
Payment
Date Payee Description
Project
Budget Expenses
Commitments
(aka Purchase
Orders)
Remaining
Balance
Mitchell Park Library and Community Center Activity Details (PE-09006)
As of November 17, 2015 (Revised 3)
8/24/2011 Flintco Pacific, Inc.Construction 987,123 8/24/2011 Turner Construction Company Construction Management Services 151,367
8/24/2011 Flintco Inc. Escrow Construction 117,936
8/24/2011 Group 4 Architecture Research & Planning Architectural 48,250 October 25, 2011 Report
8/24/2011 Group 4 Architecture Research & Planning Architectural 57,826 8/24/2011 Flintco Pacific, Inc.Construction 74,304
10/5/2011 Group 4 Architecture Research & Planning Architectural 37,306
11/30/2011 Group 4 Architecture Research & Planning Architectural 20,266 January 18, 2012
11/30/2011 Flintco Pacific, Inc.Construction 241,110 2/29/2012 West Coast Code Consultants, Inc.Plan Check 840
2/29/2012 West Coast Code Consultants, Inc.Plan Check 560
2/29/2012 West Coast Code Consultants, Inc.Plan Check 840
2/29/2012 West Coast Code Consultants, Inc.Plan Check 560 2/29/2012 West Coast Code Consultants, Inc.Plan Check 360 March 28, 2012 Report
3/8/2012 Group 4 Architecture Research & Planning Architectural 9,937
2/29/2012 Turner Construction Company Construction Management Services 39,360
3/21/2012 Flintco Pacific, Inc.Construction 104,819
3/21/2012 Flintco Pacific, Inc.Construction 11,647 4/18/2012 Turner Construction Company Construction Management Services 656
4/4/2012 Group 4 Architecture Research & Planning Architectural 91,383
5/23/2012 Group 4 Architecture Research & Planning Architectural 25,039
7/5/2012 Group 4 Architecture Research & Planning Architectural 12,871 4/4/2012 Flintco Pacific, Inc.Construction 59,097 July 5, 2012 Report
5/16/2012 Flintco Pacific, Inc.Construction 1,077
6/20/2012 Turner Construction Company Construction Management Services 137,683
6/20/2012 Flintco Pacific, Inc.Construction 11,109 7/5/2012 Flintco Pacific, Inc.Construction 13,783
7/11/2012 Group 4 Architecture Research & Planning Architectural 65,495
8/22/2012 Group 4 Architecture Research & Planning Architectural 80,924
8/8/2012 Flintco Pacific, Inc.Construction 15,943 October 30, 2012 Report10/3/2012 Turner Construction Company Construction Management Services 298,983
10/31/2012 Group 4 Architecture Research & Planning Architectural 1,578
12/26/2012 Group 4 Architecture Research & Planning Architectural 3,053
11/19/2012 Flintco Pacific, Inc.Construction 411,653
12/12/2012 Flintco Pacific, Inc.Construction 125,571 January 23, 2013 Report12/12/2012 Flintco Pacific, Inc.Construction 359,703
12/26/2012 Flintco Pacific, Inc.Construction 73,605
12/26/2012 Flintco Pacific, Inc.Construction 96,352
04/08/13 Flintco Pacific, Inc.Construction 60,449 04/08/13 Flintco Pacific, Inc.Construction 31,269
04/08/13 Flintco Pacific, Inc.Construction 85,582 July 23, 2013
05/03/13 Flintco Pacific, Inc.Construction 188,366
05/01/13 4LEAF, Inc.Building Inspection 6,993 05/08/13 4LEAF, Inc.Building Inspection 8,381
07/19/13 Flintco Pacific, Inc.Construction 201,760
08/22/13 Flintco Pacific, Inc.Construction 162,856
08/07/13 4LEAF, Inc.Building Inspection 13,764 Sept. 25, 201308/07/13 4LEAF, Inc.Building Inspection 14,708
08/07/13 4LEAF, Inc.Building Inspection 11,045
09/18/13 4LEAF, Inc.Building Inspection 16,706
6/14/2013 Flintco Pacific, Inc.Construction 106,512 9/25/2013 Sign & Services Company Construction Services 40,944 December 24, 2013
9/30/2013 Flintco Pacific, Inc.Construction 73,825
1/22/2014 Group 4 Architecture Research & Planning Architectural 34,885
4/2/2014 Group 4 Architecture Research & Planning Architectural 12,600 4/16/2014 Group 4 Architecture Research & Planning Architectural 19,893 April 16, 2014
2/5/2014 4LEAF, Inc.Building Inspection 14,930
3/5/2014 4LEAF, Inc.Building Inspection 12,654
3/26/2014 4LEAF, Inc.Building Inspection 999 41850 Group 4 Architecture Research & Planning Architectural 32,543
9/3/2014 Group 4 Architecture Research & Planning Architectural 43,002
9/3/2014 Group 4 Architecture Research & Planning Architectural 16,172
9/17/2014 Group 4 Architecture Research & Planning Architectural 14,330 8/13/2014 Moovers, Inc.Moving Services 2,110
7/16/2014 Muzak LLC Construction Services 29,763
9/17/2014 Muzak LLC Construction Services 42,741 October 8, 2014
7/30/2014 Turner Construction Company Construction Management Services 107,060
9/3/2014 Turner Construction Company Construction Management Services 101,438 9/24/2014 Turner Construction Company Construction Management Services 74,899
10/8/2014 Group 4 Architecture Research & Planning Architectural 14,340
7/23/2014 4LEAF, Inc.Building Inspection 5,994
9/14/2014 4LEAF, Inc.Building Inspection 3,618 10/22/2014 Moovers, Inc.Moving Services 4,797 January 14, 2015
12/10/2014 4LEAF, Inc.Building Inspection 910 April 22, 2015
Sub-total - Contract Contingency - 6,101,432 - (6,101,432)
Other Contract Services
11
Payment
Date Payee Description
Project
Budget Expenses
Commitments
(aka Purchase
Orders)
Remaining
Balance
Mitchell Park Library and Community Center Activity Details (PE-09006)
As of November 17, 2015 (Revised 3)
Summary of Expenditures as of July 21, 2010 93,750 07/01/11 FedEx Mailing 89
08/26/10 Bruce Beasley Sculpture 90,000 Oct. 21, 2010 Report
09/30/11 FedEx Coding Error Correction (89) October 25, 2011 Report
11/16/11 Jarvis, Fay, Doporto & Gibson, LLP Legal Services - Mitchell Park Library 3,776 12/21/11 ZFA Structural Engineers Mitchell Library Review 2,925
12/29/11 Jarvis, Fay, Doporto & Gibson, LLP Legal Services for Mitchell Park Library 11,170 January 18, 2012 Report
12/29/11 State Water Resource Board Permit 505
02/08/12 Riedinger Consulting Outside Counsel 9,136 01/25/12 ZFA Structural Engineers Mitchell Library Review 9,289
01/25/12 ZFA Structural Engineers Mitchell Library Review 3,118
02/29/12 Jarvis, Fay, Doporto & Gibson, LLP Legal Services for Mitchell Park Library 6,625 March 28, 2012 Report
02/29/12 Jarvis, Fay, Doporto & Gibson, LLP Legal Services for Mitchell Park Library 9,960 02/29/12 Jarvis, Fay, Doporto & Gibson, LLP Legal Services for Mitchell Park Library 10,423
03/14/12 Envision Ware, Inc.Professional services 5,850
04/04/12 ZFA Structural Engineers Mitchell Library Review 2,518
04/04/12 Riedinger Consulting Outside Counsel 28,371
04/04/12 Riedinger Consulting Outside Counsel 10,235 04/04/12 Riedinger Consulting Outside Counsel 24,585
05/09/12 Jam Services 3,897 July 5, 2012 Report
05/09/12 Jarvis, Fay, Doporto & Gibson, LLP Legal Services for Mitchell Park Library 6,647
05/09/12 Jarvis, Fay, Doporto & Gibson, LLP Legal Services for Mitchell Park Library 5,212 06/13/12 ZFA Structural Engineers Mitchell Library Review 1,732
06/20/12 Jarvis, Fay, Doporto & Gibson, LLP Legal Services for Mitchell Park Library 4,549
06/20/12 Blackstone Discovery Legal Services for Mitchell Park Library 319
08/15/12 Otis and Iriki, Inc.Legal Services for Mitchell Park Library 35,618 09/12/12 County of Santa Clara Mitchell Snack Bar - Environmental Health 220 October 30, 2012 Report
09/12/12 Otis and Iriki, Inc.Legal Services for Mitchell Park Library 30,348
09/05/12 Bruce Beasley Sculpture 1,900
10/24/12 Otis and Iriki, Inc.Legal Services for Mitchell Park Library 15,610 10/24/12 Otis and Iriki, Inc.Legal Services for Mitchell Park Library 38,608
10/24/12 Otis and Iriki, Inc.Legal Services for Mitchell Park Library 33,684 January 23, 2013 Report
10/24/12 Otis and Iriki, Inc.Legal Services for Mitchell Park Library 77,708
12/31/12 City of Palo Alto - Public Works Mitchell Park Library - Plan Review 12
03/26/14 3M Library Systems Library Self Check Stations 258 01/16/13 3M Library Systems Library Self Check Stations 80,578
3/20/2013 Bruce Beasley Sculpture 40,000
02/13/13 Ginn and Crosby, LLC Legal Services 1,272
02/13/13 Ginn and Crosby, LLC Legal Services 48 04/03/13 Moscone Emblidge Sater & Otis, LLP Legal Services 49,268 April 12, 2013
04/03/13 Moscone Emblidge Sater & Otis, LLP Legal Services 13,517
04/03/13 Moscone Emblidge Sater & Otis, LLP Legal Services 12,961
04/03/13 Moscone Emblidge Sater & Otis, LLP Legal Services 132,792 07/31/13 Ginn and Crosby, LLC Legal Services 2,688
07/31/13 Ginn and Crosby, LLC Legal Services 8,016 Sept. 25, 2013
10/30/13 Bruce Beasley Sculpture 50,000 December 24, 2013
02/05/14 Ginn and Crosby, LLC Legal Services 8,376 02/12/14 Ginn and Crosby, LLC Legal Services 7,111 April 16, 2014
03/26/14 Ginn and Crosby, LLC Legal Services 4,224
06/18/14 Ginn and Crosby, LLC Legal Services 1,248
06/18/14 Ginn and Crosby, LLC Legal Services 2,304 01/15/14 Ginn and Crosby, LLC Legal Services 14,952
02/26/14 National Construction Rentals Natl. Const. Rentals/Fencing & windscreen 2,317
03/05/14 United Site Services, Inc.Rental of Portable Toilets & Temporary Fencing 638
03/05/14 United Site Services, Inc.Rental of Portable Toilets & Temporary Fencing 635 July 2, 201403/12/14 United Site Services, Inc.Rental of Portable Toilets & Temporary Fencing 251
04/30/14 Ginn and Crosby, LLC Legal Services 1,044
06/18/14 Mobile Modular Management Corp.Rental of Trailers 759
06/18/14 Mobile Modular Management Corp.Rental of Trailers 759 06/18/14 Mobile Modular Management Corp.Rental of Trailers 759
12/23/13 One Workplace L Ferrari Additional Storage (Reduction in Exp. from prev. drawdown) (8,890)
7/23/2014 Ginn and Crosby, LLC Legal Services 1,169
07/16/14 Contract Office Group, Inc.Storage 600
07/16/14 Contract Office Group, Inc.Storage 600 October 8, 201408/27/14 Ginn and Crosby, LLC Legal Services 25,430
09/17/14 Ginn and Crosby, LLC Legal Services 32,279
08/15/14 National Construction Rentals Natl. Const. Rentals/Fencing & windscreen 416
11/24/14 BIG-D Pacific Builders, LP Fence reimbursement (3,341) 11/05/14 Ginn and Crosby, LLC Legal Services 23,691
11/19/14 Ginn and Crosby, LLC Legal Services 25,544 January 14, 2015
11/25/14 Envision Ware, Inc.Professional services 27,400
12/17/14 Ginn and Crosby, LLC Legal Services 7,272 02/18/15 Ginn and Crosby, LLC Legal Services 2,352
11/24/14 National Construction Rentals Natl. Const. Rentals/Fencing & windscreen 193
09/24/14 National Construction Rentals Natl. Const. Rentals/Fencing & windscreen 416
12/31/14 All Fence Company Inc.Fence 1,525 12/18/14 The Preferred Image Signs 2,291
12
Payment
Date Payee Description
Project
Budget Expenses
Commitments
(aka Purchase
Orders)
Remaining
Balance
Mitchell Park Library and Community Center Activity Details (PE-09006)
As of November 17, 2015 (Revised 3)
02/11/15 Ginn and Crosby, LLC Legal Services 3,330 April 22, 201503/25/15 Envision Ware, Inc.Professional services 1,061
02/06/15 Orchard Supply Locks 35
02/06/15 Amazon.com Signs 42
01/26/15 Deposits In Trans WF Misc.59 10/20/14 Sunnyvale Windustrial Construction materials 1,427
02/04/15 Santa Clara County Completion Filing Fee 5
03/25/15 Envision Ware, Inc.Professional services 20,047
06/17/15 One Workplace L Ferrari Storage 35,344 06/10/15 Ginn and Crosby, LLC Legal Services 1,152
05/05/15 Media Center AV System Modifications 150 July 29, 2015
05/01/15 Orchard Supply Construction materials 3,169
05/08/15 The Home Depot Construction materials 211 04/21/15 California Paint Company Construction materials 66
09/30/15 JP Morgan P-Card (will be replaced by actual vendor name)4,003
07/31/15 JP Morgan P-Card (will be replaced by actual vendor name)1,788
08/31/15 JP Morgan P-Card (will be replaced by actual vendor name)256 November 17, 2015
08/31/15 JP Morgan P-Card (will be replaced by actual vendor name)153 03/31/15 JP Morgan P-Card (will be replaced by actual vendor name)5,845
07/31/15 JP Morgan P-Card (will be replaced by actual vendor name)39
Sub-total - Other Contract Services - 1,232,201 - (1,232,201)
City (Inter-department) Service Charge
Summary of Expenditures as of July 21, 2010 176,008
09/30/10 City of Palo Alto - Planning Permit Fees - Mitchell Park Library - Bldg A 70,153
09/30/10 City of Palo Alto - Planning Permit Fees - Mitchell Park Teen Center - Bldg B 10,768
09/30/10 City of Palo Alto - Planning Permit Fees - Mitchell Park Multipurpose Center - Bldg C 21,184 Oct. 21, 2010 Report
09/30/10 City of Palo Alto - Planning Demolition Permit MPL - 3700 Middlefield 525 09/30/10 City of Palo Alto - Planning Demolition Permit MPCC - 3800 Middlefield 525
09/28/10 City of Palo Alto - Planning Permit (Grading and Fill)1,830
10/31/10 City of Palo Alto - Planning Revision permit for Mitchell Park Library & CC 141
11/16/10 City of Palo Alto - Planning Architectural Review Board Fees 2,090 Jan. 25, 2011 Report01/31/11 Palo Alto Stores Supplies/Parts 101
03/31/11 Palo Alto Stores Supplies/Parts 97
03/31/11 Palo Alto Stores Supplies/Parts 4,045 April 26, 2011 Report
03/31/11 Palo Alto Stores Supplies/Parts 89
03/31/11 Palo Alto Stores Supplies/Parts 661 06/14/10 Palo Alto Stores Reversal of Prior Charges (2,834)
03/29/11 Palo Alto Stores Reversal of Prior Charges (628)
03/30/11 Palo Alto Stores Reversal of Prior Charges (571) July 26, 2011 Report
04/04/11 Palo Alto Stores Reversal of Prior Charges (143) 04/30/11 City of Palo Alto - Public Works Underground Fire Supply/Hydrant Permit Fee 1,335
07/06/11 City of Palo Alto - Development Center Plan Check Fee 93
07/06/11 City of Palo Alto - Planning Plan Check Fee 89
08/31/11 City of Palo Alto - Planning Plan Review - modify permit 133 08/31/11 City of Palo Alto - Planning Plan Review - modify permit 105
08/31/11 City of Palo Alto - Planning Plan Review - modify permit 137
08/31/11 City of Palo Alto - Planning Plan Review - modify permit 133 October 25, 2011 Report
08/31/11 City of Palo Alto - Planning Plan Review - modify permit 105 08/31/11 City of Palo Alto - Planning Plan Review - modify permit 121
08/31/11 City Of Palo Alto - Development Center Mitchell Library Plan Check 145
08/31/11 City Of Palo Alto - Development Center Mitchell Library Plan Check 277
08/31/11 City Of Palo Alto - Planning Mitchell Library Plan Check 40 09/30/11 City of Palo Alto - Planning Mitchell Library - Permit Revision 89
10/31/11 City of Palo Alto - Development Center Plan Check Fee 113 January 18, 2012
10/31/11 City of Palo Alto - Development Center Plan Check Fee 325
11/30/11 City of Palo Alto - Planning Plan Review - modify permit 97 11/30/11 City of Palo Alto - Planning Plan Review - modify permit 121
11/30/11 City of Palo Alto - Planning Plan Review - modify permit 121
11/30/11 City of Palo Alto - Planning Plan Review - modify permit 109
01/31/12 City of Palo Alto - Planning Plan Review - modify permit 85 01/31/12 City of Palo Alto - Planning Plan Review - modify permit 4,056 March 28, 2012
12/31/11 City of Palo Alto - Planning Plan Review - modify permit 93
12/21/11 City of Palo Alto - Planning Plan Review - modify permit 85
02/29/12 City of Palo Alto - Planning Plan Review - modify permit 89
02/29/12 City of Palo Alto - Planning Plan Review - modify permit 121 04/25/12 City of Palo Alto - Stores Inventory Conduit, Rigid Steel T/C 10Ft length 2"181
04/25/12 City of Palo Alto - Stores Inventory Pipes - Valves - Fitting 4
04/30/12 City of Palo Alto - Planning Plan Review (Electrical Veh. Chargers permit)977
05/16/12 City of Palo Alto - Planning Plan Review (Ceiling Structural Chgs.) - Mitchell 344 05/16/12 City of Palo Alto - Planning Plan Review (foundation, framing, plumbing) - Mitchell Park L 364 July 5, 2012
05/16/12 City of Palo Alto - Planning Plan Review (Solar Water Heater) - Mitchell Park Library 165
05/16/12 City of Palo Alto - Planning Plan Review - Mitchell Park Library 137
05/31/12 City of Palo Alto - Planning MP -Plan Review for electrical signage permit 112
13
Payment
Date Payee Description
Project
Budget Expenses
Commitments
(aka Purchase
Orders)
Remaining
Balance
Mitchell Park Library and Community Center Activity Details (PE-09006)
As of November 17, 2015 (Revised 3)
06/28/12 City of Palo Alto - Planning Plan Review - Mitchell Park Library 105 06/29/12 City of Palo Alto - Planning Plan Review - Mitchell Park Library 105
06/29/12 City of Palo Alto - Planning Plan Review - Mitchell Park Library 300
06/29/12 City of Palo Alto - Planning Plan Review - Mitchell Park Library 151 October 30, 2012
09/14/12 City of Palo Alto - Planning Plan Review - Mitchell Park Library 89 09/14/12 City of Palo Alto - Planning Plan Review - Mitchell Park Library 137
11/30/12 City of Palo Alto - Public Works Mitchell Park Library - Plan Review 116
12/31/12 City of Palo Alto - Public Works Mitchell Park Library - Plan Review 7 January 23, 2013 Report
03/31/13 City of Palo Alto - Development Center Architectural Review 92 April 12, 201304/17/13 Ginn and Crosby, LLC Legal Services 225
04/17/13 Ginn and Crosby, LLC Legal Services 432
06/05/13 Ginn and Crosby, LLC Legal Services 144
06/05/13 Ginn and Crosby, LLC Legal Services 5,243 06/05/13 Javis, Fay, Doporto & Gibson, LLP Legal Services 16,570 July 23, 2013
06/05/13 Javis, Fay, Doporto & Gibson, LLP Legal Services 38
06/19/13 David Neagley, AIA Legal Services 1,624
01/30/14 Brad Oldham Internation, Inc.Install of Stainless Owls 49
01/30/14 Brad Oldham Internation, Inc.Install of Stainless Owls 565 July 2, 2014
Sub-total - City (Inter-department) Service Charge - 320,534 - (320,534)
Miscellaneous Cost
Summary of Expenditures as of July 21, 2010 3,315
06/30/10 Office Max (US Bank-Calcard) - Reversed Reverse office supplies charged to project (246) 06/30/10 Debra Jacobs Reverse prior travel and meeting expense (6) Oct. 21, 2010 Report
06/30/10 Karen Bengard Reverse prior travel and meeting expense (20)
06/30/10 Hung Nguyen Reverse prior travel and meeting expense (11)
06/30/10 Hung Nguyen Reverse prior travel and meeting expense (20) 03/30/11 Palo Alto Stores Supplies/Parts 4 April 26, 2011 Report
03/30/11 Palo Alto Stores Supplies/Parts 214
03/30/11 Palo Alto Stores Reversal of Prior Charges (4)
03/30/11 Palo Alto Stores Reversal of Prior Charges (214) July 26, 2011 Report04/21/11 City of Palo Alto - Utilities Utility Connection Fee 68,559
02/15/12 Palo Alto Stores Supplies/Parts 4
02/15/12 Palo Alto Stores Supplies/Parts 176 March 28, 2012 Report
02/15/12 Palo Alto Stores Supplies/Parts 218 02/15/12 Palo Alto Stores Supplies/Parts 4
12/31/12 State Water Resources Control Board Submitting Permit Registration Documents 505 January 23, 2013 Report
02/06/13 4LEAF, Inc.Building Inspection 2,553
02/06/13 4LEAF, Inc.Building Inspection 8,769 April 12, 201303/13/13 4LEAF, Inc.Building Inspection 9,213
03/13/13 4LEAF, Inc.Building Inspection 10,656
08/21/13 4LEAF, Inc.Building Inspection 15,318
10/30/13 4LEAF, Inc.Building Inspection 9,713
12/05/13 4LEAF, Inc.Building Inspection 14,430 12/18/13 4LEAF, Inc.Building Inspection 14,708
10/16/13 Computerland of Silicon Valley Wi-Fi Connectivity (Wireless Access Points (WAPs) )25,615 December 24, 2013
11/26/13 CDW Government Uninterruptable Power Supplies for Computers 6,134
12/05/13 CDW Government Uninterruptable Power Supplies for Computers 301 12/18/13 State Water Resources Control Board Submitting Permit Registration Documents 664
11/06/13 Bibliotheca, Inc.Security Gates 12,375
04/23/14 4LEAF, Inc.Building Inspection 1,332
06/04/14 4LEAF, Inc.Building Inspection 1,887 July 2, 201407/31/14 City of Palo Alto - Stores Inventory Safety Vest 16
07/04/14 California Paint Company Special Filler for Wood Bridges 176
07/31/14 City of Palo Alto - Stores Inventory Safety Vest 76 October 8, 2014
07/31/14 City of Palo Alto - Stores Inventory Safety Vest 154 07/31/14 City of Palo Alto - Stores Inventory Safety Vest 63
07/31/14 City of Palo Alto - Stores Inventory Safety Vest 41
07/31/14 City of Palo Alto - Stores Inventory Safety Vest 19
04/15/15 Reconciliation Adjustment Adjustment (3,280) 11/06/13 Bibliotheca, Inc.Security Gates ($2,995 clerical error)-
03/31/13 Office Max (US Bank-Calcard) - Reversed Reversal of Bondable Expenditure (-$65 clerical error)-
10/16813 Ginn and Crosby, LLC Legal Services ($360 clerical error)-
10/09/14 Ginn and Crosby, LLC Legal Services ($288 clerical error)-
11/05/14 Ginn and Crosby, LLC Legal Services 3,145 10/22/14 Moovers, Inc.Moving Services 4,797
10/01/14 4LEAF, Inc.Building Inspection 5,200 January 14, 2015
10/29/14 4LEAF, Inc.Building Inspection 4,810 06/25/14 4LEAF, Inc.Building Inspection 3,219
Sub-total - Miscellaneous Cost - 224,578 - (224,578)
Grant Total 47,725,437 44,633,141 303,621 2,788,675
14
Payment
Date Purchasing Document Payee Project Budget Expenses
Commitments
(aka Purchase
Orders)
Remaining
Balance
Project Budget
Original Budget (per Measure N Ballot Measure)18,000,000$
Budget Change 4,342,563
Sub-total - 2010 Engineer's Budget Estimate 22,342,563 - - 22,342,563
Engineering, Architectural, Constr., and Publishing (Reproduction) Costs
10/05/10 Group 4 Architecture Research and Planning Architectural 73,246
10/05/10 Group 4 Architecture Research and Planning Architectural 700
10/05/10 Group 4 Architecture Research and Planning Architectural 73,246
11/02/10 Group 4 Architecture Research and Planning Architectural 5,785
11/02/10 Group 4 Architecture Research and Planning Architectural 122,100 Jan. 25, 2011 Report
12/07/10 Group 4 Architecture Research and Planning Architectural 2,390
01/04/11 Group 4 Architecture Research and Planning Architectural 15,000
01/04/11 Group 4 Architecture Research and Planning Architectural 583
01/04/11 Group 4 Architecture Research and Planning Architectural 859
01/04/11 Turner Construction Company Construction Management Services 1,195 02/24/11 Group 4 Architecture Research and Planning Architectural 4,860
03/18/11 Group 4 Architecture Research and Planning Architectural 73,246
03/18/11 Group 4 Architecture Research and Planning Architectural 7,500 03/18/11 Group 4 Architecture Research and Planning Architectural 53
03/18/11 Group 4 Architecture Research and Planning Architectural 3,843
04/11/11 Group 4 Architecture Research and Planning Architectural 112,464
04/11/11 Group 4 Architecture Research and Planning Architectural 3,993
04/11/11 Group 4 Architecture Research and Planning Architectural 7,500
01/21/11 Group 4 Architecture Research and Planning Architectural 24,392 April 26, 2011 Report
01/21/11 Turner Construction Company Construction Management Services 1,434
01/21/11 Group 4 Architecture Research and Planning Architectural 2,500
01/24/11 Group 4 Architecture Research and Planning Architectural 1,500
01/21/11 Group 4 Architecture Research and Planning Architectural 447
02/18/11 Turner Construction Company Construction Management Services 478 02/18/11 Group 4 Architecture Research and Planning Architectural 48,831
02/18/11 Group 4 Architecture Research and Planning Architectural 2,653
02/18/11 Group 4 Architecture Research and Planning Architectural 3,238 05/12/11 Group 4 Architecture Research and Planning Architectural 6,250
05/12/11 Group 4 Architecture Research and Planning Architectural 40,052
05/12/11 Group 4 Architecture Research and Planning Architectural 12,411
05/12/11 Group 4 Architecture Research and Planning Architectural 3,263
05/17/11 Group 4 Architecture Research and Planning Architectural 4,553 July 26, 2011 Report
06/09/11 Group 4 Architecture Research and Planning Architectural 31,374
07/01/11 Turner Construction Company Construction Management Services 9,169
07/11/11 Group 4 Architecture Research and Planning Architectural 11,100
07/11/11 Group 4 Architecture Research and Planning Architectural 488
07/11/11 Group 4 Architecture Research and Planning Architectural 15,687
07/27/11 Group 4 Architecture Research and Planning Architectural 319 07/27/11 Group 4 Architecture Research and Planning Architectural 1,150
07/27/11 Group 4 Architecture Research and Planning Architectural 1,875
07/27/11 Turner Construction Company Construction Management Services 5,572 08/10/11 Group 4 Architecture Research and Planning Architectural 31,374
08/24/11 Turner Construction Company Construction Management Services 2,868 October 25, 2011 Report
08/31/11 Group 4 Architecture Research and Planning Architectural 117
08/31/11 Group 4 Architecture Research and Planning Architectural 175
08/31/11 Group 4 Architecture Research and Planning Architectural 248
09/14/11 Group 4 Architecture Research and Planning Architectural 67
09/14/11 Group 4 Architecture Research and Planning Architectural 600
09/14/11 Group 4 Architecture Research and Planning Architectural 39,218 10/26/11 Group 4 Architecture Research and Planning Architectural 5,000
10/26/11 Group 4 Architecture Research and Planning Architectural 235,308
10/26/11 Group 4 Architecture Research and Planning Architectural 878
10/26/11 Group 4 Architecture Research and Planning Architectural 5,000
10/26/11 Group 4 Architecture Research and Planning Architectural 291
10/26/11 Group 4 Architecture Research and Planning Architectural 27
11/02/11 Group 4 Architecture Research and Planning Architectural 78,436
11/02/11 Group 4 Architecture Research and Planning Architectural 7,500
11/22/11 Group 4 Architecture Research and Planning Architectural 8,514
12/07/11 Group 4 Architecture Research and Planning Architectural 62,749 January 18, 2012 Report
12/14/11 Group 4 Architecture Research and Planning Architectural 12,584 12/14/11 Group 4 Architecture Research and Planning Architectural 79,172
12/14/11 Group 4 Architecture Research and Planning Architectural 12,584
12/21/11 Protect Consulting and Engineering Hazardous Material Testing 3,530 12/21/11 Group 4 Architecture Research and Planning Architectural 3,052
01/11/12 Group 4 Architecture Research and Planning Architectural 225
01/11/12 Group 4 Architecture Research and Planning Architectural 9,761
01/11/12 Group 4 Architecture Research and Planning Architectural 70,592
01/11/12 Group 4 Architecture Research and Planning Architectural 150
01/11/12 Group 4 Architecture Research and Planning Architectural 247
02/22/12 Group 4 Architecture Research and Planning Architectural 10,000
02/22/12 Group 4 Architecture Research and Planning Architectural 62,749
02/22/12 Group 4 Architecture Research and Planning Architectural 8,676
Rinconada (aka Main) Library Activity Details (PE-11000)
As of November 17, 2015 (Revised 3)
15
Payment
Date Purchasing Document Payee Project Budget Expenses
Commitments
(aka Purchase
Orders)
Remaining
Balance
Rinconada (aka Main) Library Activity Details (PE-11000)
As of November 17, 2015 (Revised 3)
02/22/12 Group 4 Architecture Research and Planning Architectural 3,590 March 28, 2012 Report
03/21/12 Group 4 Architecture Research and Planning Architectural 1,330
03/21/12 Group 4 Architecture Research and Planning Architectural 5,423
03/21/12 Group 4 Architecture Research and Planning Architectural 39,218 02/22/12 BIG-D Pacific Builders, LP Construction 32,500
12/21/12 BIG-D Pacific Builders, LP Construction 36,960
04/04/12 Group 4 Architecture Research and Planning Architectural 18,925 04/18/12 Group 4 Architecture Research and Planning Architectural 1,500
04/18/12 Group 4 Architecture Research and Planning Architectural 19
04/18/12 Group 4 Architecture Research and Planning Architectural 9,784
05/16/12 Group 4 Architecture Research and Planning Architectural 3,278 July 5, 2012 Report
05/16/12 Group 4 Architecture Research and Planning Architectural 29,046
05/30/12 Group 4 Architecture Research and Planning Architectural 39,504
06/20/12 Group 4 Architecture Research and Planning Architectural 13,884
07/05/12 Group 4 Architecture Research and Planning Architectural 407
07/05/12 Group 4 Architecture Research and Planning Architectural 2,500
07/25/12 Group 4 Architecture Research and Planning Architectural 1,613
07/25/12 Group 4 Architecture Research and Planning Architectural 1,535 07/25/12 Group 4 Architecture Research and Planning Architectural 1,992 October 30, 2012 Report
09/05/12 Group 4 Architecture Research and Planning Architectural 7,551
09/26/12 Group 4 Architecture Research and Planning Architectural 5,996
10/31/12 Turner Construction Company Construction Management Services 7,444
11/19/12 Group 4 Architecture Research and Planning Architectural 2,097
11/19/12 Group 4 Architecture Research and Planning Architectural 5,423
11/19/12 Group 4 Architecture Research and Planning Architectural 8,000
11/19/12 Group 4 Architecture Research and Planning Architectural 270
11/19/12 Group 4 Architecture Research and Planning Architectural 2,097
10/31/12 Turner Construction Company Construction Management Services 10,000 January 23, 2013 Report
10/11/12 Fastsigns signs 389
01/09/13 NOVA Partners, Inc.Construction Management Services 19,320
01/23/13 Group 4 Architecture Research and Planning Architectural 2,500
01/23/13 Group 4 Architecture Research and Planning Architectural 969 01/23/13 Group 4 Architecture Research and Planning Architectural 4,979
01/23/13 Group 4 Architecture Research and Planning Architectural 725
01/23/13 NOVA Partners, Inc.Construction Management Services 12,010
02/06/13 Group 4 Architecture Research and Planning Architectural 3,243
02/27/13 West Coast Code Consultants, Inc.Plan Check 13,300
02/27/13 NOVA Partners, Inc.Construction Management Services 18,280 April 12, 2013
03/06/13 Group 4 Architecture Research and Planning Architectural 30,776
04/03/13 NOVA Partners, Inc.Construction Management Services 17,000
04/24/13 Group 4 Architecture Research and Planning Architectural 13
05/08/13 Group 4 Architecture Research and Planning Architectural 479
05/08/13 Group 4 Architecture Research and Planning Architectural 9,324
05/22/13 Group 4 Architecture Research and Planning Architectural 1,641
05/22/13 Group 4 Architecture Research and Planning Architectural 157 July 23, 2013
04/24/13 NOVA Partners, Inc.Construction Management Services 16,360 05/22/13 NOVA Partners, Inc.Construction Management Services 18,280
04/10/13 ARC Signs 71
05/01/13 ARC signs 210
06/19/13 Metropolitan Van and Storage, Inc.Equipment Moving 31,367
06/26/13 NOVA Partners, Inc.Construction Management Services 6,134
07/31/13 NOVA Partners, Inc.Construction Management Services 31,565
08/21/13 NOVA Partners, Inc.Construction Management Services 30,750
08/21/13 West Coast Code Consultants, Inc.Plan Check 1,185 Sept. 25, 201308/21/13 Group 4 Architecture Research and Planning Architectural 34
07/27/13 Group 4 Architecture Research and Planning Architectural 17,341
08/21/13 Group 4 Architecture Research and Planning Architectural 43,310 09/25/13 S.J. Amoroso Construction Construction 1,396,323
09/25/13 ARC Reproductive Services 52
10/02/13 NOVA Partners, Inc.Construction Management Services 35,578
10/16/13 Group 4 Architecture Research and Planning Architectural 86,670
10/23/13 NOVA Partners, Inc.Construction Management Services 38,025
10/30/13 S.J. Amoroso Construction Construction 771,030 December 24, 2013
11/20/13 NOVA Partners, Inc.Construction Management Services 37,554
12/05/13 Group 4 Architecture Research and Planning Architectural 43,360
12/11/13 S.J. Amoroso Construction Construction 1,204,872
12/18/13 NOVA Partners, Inc.Construction Management Services 41,811
12/23/13 S.J. Amoroso Construction Construction 876,464 01/29/14 NOVA Partners, Inc.Construction Management Services 42,311
02/26/14 NOVA Partners, Inc.Construction Management Services 34,852
03/26/14 NOVA Partners, Inc.Construction Management Services 30,855 04/16/14 West Coast Code Consultants, Inc.Plan Check 613
01/29/14 Protech Consulting and Engineering Hazardous Material Testing 22,580
01/29/14 S.J. Amoroso Construction Construction 857,070
03/05/14 S.J. Amoroso Construction Construction 1,098,894 April 16, 2014
04/02/14 S.J. Amoroso Construction Construction 1,045,937
01/29/14 Group 4 Architecture Research and Planning Architectural 43,360
02/26/14 Group 4 Architecture Research and Planning Architectural 43,360
01/29/14 Group 4 Architecture Research and Planning Architectural 43,360
16
Payment
Date Purchasing Document Payee Project Budget Expenses
Commitments
(aka Purchase
Orders)
Remaining
Balance
Rinconada (aka Main) Library Activity Details (PE-11000)
As of November 17, 2015 (Revised 3)
04/02/14 Group 4 Architecture Research and Planning Architectural 188,020
04/16/14 Group 4 Architecture Research and Planning Architectural 43,350
03/26/14 ARC Reproduction Services 258
04/02/14 Envision Ware, Inc.Professional services 1,795 11/29/04 Envision Ware, Inc.Professional services ($47,731 deleted)
05/14/14 NOVA Partners, Inc.Construction Management Services 37,950
05/28/14 NOVA Partners, Inc.Construction Management Services 39,369 06/04/14 Group 4 Architecture Research and Planning Architectural 18,900
06/25/14 NOVA Partners, Inc.Construction Management Services 35,540 July 2, 2014
04/23/14 S.J. Amoroso Construction Construction 1,058,321
05/28/14 S.J. Amoroso Construction Construction 1,487,530
06/04/14 Group 4 Architecture Research and Planning Architectural 86,702
06/25/14 Group 4 Architecture Research and Planning Architectural 86,746
07/02/14 S.J. Amoroso Construction Construction 1,852,722
07/16/14 NOVA Partners, Inc.Construction Management Services 34,767
08/27/14 NOVA Partners, Inc.Construction Management Services 33,075
09/17/14 NOVA Partners, Inc.Construction Management Services 34,182
07/02/14 West Coast Code Consultants, Inc.Plan Check 1,203 08/13/14 Group 4 Architecture Research and Planning Architectural 39,700
07/30/14 PACIFIC GAS & ELECTRIC CO Survey 6,000 October 8, 2014
08/06/14 S.J. Amoroso Construction Construction 2,164,627
09/03/14 S.J. Amoroso Construction Construction 1,591,611
07/31/14 S.J. Amoroso Construction Construction 1,641,497
10/08/14 Group 4 Architecture Research and Planning Architectural 29,816
10/08/14 Group 4 Architecture Research and Planning Architectural 86,738
10/08/14 Group 4 Architecture Research and Planning Architectural 75,770
07/27/13 Group 4 Architecture Research and Planning Architectural 17,341
11/05/14 NOVA Partners, Inc.Construction Management Services 24,808
11/05/14 S.J. Amoroso Construction Construction 330,380 January 14, 2015
12/03/14 Group 4 Architecture Research and Planning Architectural 26,835
12/17/14 Group 4 Architecture Research and Planning Architectural 4,990
01/14/15 S.J Amoroso construction costs that are currently being funded by the Infrastructure Reserve ($1.8 million)Correction Below02/04/15 NOVA Partners, Inc.Construction Management Services 1,566
01/28/15 NOVA Partners, Inc.Construction Management Services 1,600
02/25/15 NOVA Partners, Inc.Construction Management Services 13,485 April 22, 2015
03/04/15 S.J. Amoroso Construction Construction 31,481
01/28/15 S.J. Amoroso Construction Construction 140,321
05/13/15 NOVA Partners, Inc.Construction Management Services 1,094 July 29, 2015
05/06/15 S.J. Amoroso Construction Construction 17,917
05/22/15 Protech Consulting and Engineering Hazardous Material Testing 950
09/15/15 Group 4 Architecture Research and Planning Architectural 10,566
11/12/15 Group 4 Architecture Research and Planning Architectural 5,625 November 17, 2015
01/14/15 Additional work performed by S.J. Amoroso Construction (1,051,500)
Art Center Project (500,000)
Group 4 Architecture Research and Planning Architectural 193,831 Ross McDonald Company, Inc. Construction Services 24,612
Tochi Professional services 9,295
Sub-total - Engineering and Architectural Costs - 19,661,166 227,738 (19,888,904)
Contract Contingency
05/27/11 Group 4 Architecture Research and Planning Architectural 22,152 July 26, 2011 Report
06/09/11 Group 4 Architecture Research and Planning Architectural 571
02/22/12 Group 4 Architecture Research and Planning Architectural 122 March 28, 2012 Report
11/19/12 Group 4 Architecture Research and Planning Architectural 124 January 23, 2013 Report
04/03/13 Group 4 Architecture Research and Planning Architectural 8,442 April 12, 201303/06/13 Group 4 Architecture Research and Planning Architectural 8,442
04/24/13 Group 4 Architecture Research and Planning Architectural 6,300
05/22/13 Group 4 Architecture Research and Planning Architectural 64,633 July 23, 2013
06/05/13 Group 4 Architecture Research and Planning Architectural 27,225
07/17/13 Group 4 Architecture Research and Planning Architectural 12,658
07/17/13 Group 4 Architecture Research and Planning Architectural 3,150 Sept. 25, 2013
08/21/13 Group 4 Architecture Research and Planning Architectural 9,900
08/21/13 Group 4 Architecture Research and Planning Architectural 9,900
06/21/13 NOVA Partners, Inc. Construction Management Services 9,480 December 24, 2013
04/16/14 Group 4 Architecture Research and Planning Architectural 15,750 April 16, 2014
04/23/14 S.J. Amoroso Construction Construction 16,461 July 2, 201407/02/14 West Coast Code Consultants, Inc. Plan Check 941 October 8, 2014
12/03/14 Group 4 Architecture Research and Planning Architectural 13,720
12/03/14 Group 4 Architecture Research and Planning Architectural 5,651 12/29/14 NOVA Partners, Inc. Construction Management Services 18,250 January 14, 2015
12/03/14 Group 4 Architecture Research and Planning Architectural 6,600
12/10/14 S.J. Amoroso Construction Construction 316,985
Additional work performed by S.J. Amoroso and the Art Center project were originally estimated
at $1,800,000 in the Jan. 14, 2015 Financial Report. The actual costs was $1,551,500, a
$248,500 savings. Per Measure N, the additional work performed by S.J. Amoroso Construction
is bondable costs and the Art Center project is a nonbondable costs; both, at this time, are being
funded by the General Fund (Infrastructure Reserve).
17
Payment
Date Purchasing Document Payee Project Budget Expenses
Commitments
(aka Purchase
Orders)
Remaining
Balance
Rinconada (aka Main) Library Activity Details (PE-11000)
As of November 17, 2015 (Revised 3)
12/10/14 S.J. Amoroso Construction Construction 20,517
02/04/15 NOVA Partners, Inc.Construction Management Services 20
01/28/15 NOVA Partners, Inc.Construction Management Services 18,070
02/04/15 NOVA Partners, Inc.Construction Management Services 22,680 01/28/15 S.J. Amoroso Construction Construction 7,103
01/28/15 S.J. Amoroso Construction Construction 9,355
01/28/15 S.J. Amoroso Construction Construction 11,108 01/28/15 S.J. Amoroso Construction Construction 12,420
01/28/15 S.J. Amoroso Construction Construction 12,428 April 22, 2015
01/28/15 S.J. Amoroso Construction Construction 13,295
01/28/15 S.J. Amoroso Construction Construction 14,236
01/28/15 S.J. Amoroso Construction Construction 14,541
01/28/15 S.J. Amoroso Construction Construction 14,651
01/28/15 S.J. Amoroso Construction Construction 14,746
01/28/15 S.J. Amoroso Construction Construction 18,875
01/28/15 S.J. Amoroso Construction Construction 25,973
01/28/15 S.J. Amoroso Construction Construction 37,022
01/28/15 S.J. Amoroso Construction Construction 38,480 01/28/15 S.J. Amoroso Construction Construction 47,113
05/06/15 S.J. Amoroso Construction Construction 25,108 July 29, 2015
Sub-total - Contract Contingency - 955,198 - (955,198)
Other Contract Services
12/05/12 Planet Orange Termite Inspection Fee 350
12/31/12 Fastsigns Sign 226
12/19/12 Creative Machines, Inc.Plans and Technical Drawings 52,000
12/19/12 Creative Machines, Inc.Plans and Technical Drawings 12,000
10/31/12 City of Palo Alto - Public Works Main Library Renovation - Plan Check Fee 115,654
12/06/12 City of Palo Alto - Development Center Architectural Review 2,678 January 23, 2013 Report
12/06/12 City of Palo Alto - Development Center Architectural Review 25
12/06/12 City of Palo Alto - Development Center Architectural Review 20
12/06/12 City of Palo Alto - Development Center Architectural Review 622 12/06/12 City of Palo Alto - Development Center Architectural Review 2,892
12/06/12 City of Palo Alto - Development Center Architectural Review 252
04/24/13 FedEx Mailing 111 04/24/13 FedEx Mailing 98 July 23, 2013
04/17/13 FedEx Mailing 111
06/30/13 Fastsigns Signs 1,423
07/31/13 Metropolitan Van and Storage, Inc.Equipment Moving 1,365 Sept. 25, 2013
08/21/13 Metropolitan Van and Storage, Inc.Equipment Moving 1,365
10/02/13 Metropolitan Van and Storage, Inc.Equipment Moving 1,365
10/09/13 Metropolitan Van and Storage, Inc.Equipment Moving 1,365
11/13/13 Metropolitan Van and Storage, Inc.Equipment Moving 500 December 24, 2013
11/20/13 Metropolitan Van and Storage, Inc.Equipment Moving 1,365
12/18/13 Metropolitan Van and Storage, Inc.Equipment Moving 1,665
04/02/14 Metropolitan Van and Storage, Inc.Equipment Moving 1,365 02/12/14 Metropolitan Van and Storage, Inc.Equipment Moving 1,365 April 16, 2014
04/02/14 Metropolitan Van and Storage, Inc.Equipment Moving 1,365
01/29/14 FedEx Mailing 47 05/15/14 Protech Consulting and Engineering Hazardous Material Testing 3,270
05/07/14 Creative Machines, Inc.Plans and Technical Drawings 13,000
06/11/14 Metropolitan Van and Storage, Inc.Equipment Moving 1,365
05/28/14 Metropolitan Van and Storage, Inc.Equipment Moving 1,365 July 2, 2014
05/21/14 Metropolitan Van and Storage, Inc.Equipment Moving 1,365
06/25/14 Metropolitan Van and Storage, Inc.Equipment Moving 800
07/02/14 AT&T Engineering and Construction 6,298
03/31/14 Envision Ware, Inc.Professional services 157 07/09/14 Applied Materials / Engineering, Inc.Professional services 110
07/09/14 Applied Materials / Engineering, Inc.Professional services 1,760
07/16/14 ARC Reproduction Services 71
08/06/14 Creative Machines, Inc.Plans and Technical Drawings 13,000
07/09/14 Chem Aqua Loop corrosion inhibitor chemical addition/water analysis 837
07/23/14 Metropolitan Van and Storage, Inc.Equipment Moving 1,365
08/13/14 Metropolitan Van and Storage, Inc.Equipment Moving 1,365 October 8, 2014
09/17/14 Metropolitan Van and Storage, Inc.Equipment Moving 1,365
10/08/14 Applied Materials / Engineering, Inc.Professional services 5,601
10/08/14 Metropolitan Van and Storage, Inc.Equipment Moving 1,365
07/11/14 City of Palo Alto Signage Review for ARB 698 07/22/14 City of Palo Alto Signage Review for ARB 2,918
11/12/14 Metropolitan Van and Storage, Inc.Equipment Moving 11,638
12/10/14 Metropolitan Van and Storage, Inc.Equipment Moving 450 12/17/14 Schaaf & Wheeler Consulting Storm Water 3 Party Review 2,500 January 14, 2015
10/22/14 Bibliotheca, Inc.Security Gates 18,800
18
Payment
Date Purchasing Document Payee Project Budget Expenses
Commitments
(aka Purchase
Orders)
Remaining
Balance
Rinconada (aka Main) Library Activity Details (PE-11000)
As of November 17, 2015 (Revised 3)
10/31/14 Bibliotheca, Inc.Security Gates 1,645
02/24/15 Fastsigns Fastsigns 247
02/04/15 Metropolitan Van and Storage, Inc.Equipment Moving 195
02/04/15 Metropolitan Van and Storage, Inc.Equipment Moving 450 02/04/15 Metropolitan Van and Storage, Inc.Equipment Moving 1,220
02/04/15 Metropolitan Van and Storage, Inc.Equipment Moving 2,205
02/24/15 VKK Signmakers, Inc.Signs 3,472 April 22, 201503/25/15 Envision Ware, Inc.Professional services 26,650
11/24/14 Fastsigns Signs 245
03/25/15 3M Library Systems Library System 58,030
03/25/15 Envision Ware, Inc.Professional services 372,856
03/23/15 PolePal Lighting 1,080
06/11/15 Peninsulators, Inc.Construction 1,950 July 29, 2015
03/31/15 JP Morgan P-Card (will be replaced by actual vendor name)1,950 November 17, 2015
Sub-total - Other Contract Services - 765,251 - (765,251)
City (Inter-department) Service Charge
10/31/14 City of Palo Alto - Planning Review of sculpture signage and address sign 456 January 14, 2015
Sub-total - City (Inter-department) Service Charge - 456 - (456)
Miscellaneous Cost02/27/13 Fastsigns Signage 590 April 12, 2013
Sub-total - Miscellaneous Cost - 590 - (590)
Grant Total 22,342,563 21,382,662 227,738 732,163
19
Payment
Date Payee Description
Project
Budget Expenses
Commitments
(aka Purchase
Orders)
Remaining
Balance
Project Budget
Temporary Mitchell Park Library (Council Approved - CMR: 463:09) 645,000
Budget Change - gg
Sub-total - 2010 Engineer's Budget Estimate 645,000 - - 645,000
Engineering, Architectural, Constr., and Publishing (Reproduction) Costs
Summary of Expenditures as of July 21, 2010 439,283
10/05/10 Group 4 Architecture Research & Planning Architectural 5,774 Oct. 21, 2010 Report
08/24/10 Group 4 Architecture Research & Planning Architectural 329
01/27/11 Johnstone Moyer, Inc.Temp. Library Improvements 19,191 April 26, 2011 Report11/12/14 Ross McDonald Company, Inc.Construction Services 3,200 January 14, 2015
Sub-total - Engineering and Architectural Costs - 467,777 - (467,777)
Contract Contingency
Summary of Expenditures as of July 21, 2010 2,541
08/24/10 Johnstone Moyer, Inc.Temp. Library Improvements 24,604 Oct. 21, 2010 Report
08/27/10 West Corporation Temp. Lib. - Security Access Card & Alarm 310
01/27/11 Johnstone Moyer, Inc.Temp. Library Improvements 6,045 April 26, 2011 Report
05/14/15 JCM Construction, Inc.Construction Services 4,970 January 29, 2015
Sub-total - Contract Contingency - 38,470 - (38,470)
City (Inter-department) Service ChargeSummary of Expenditures as of July 21, 2010 11,247 March 28, 2012 Report
Sub-total - City (Inter-department) Service Charge - 11,247 - (11,247)
Miscellaneous Cost
Summary of Expenditures as of July 21, 2010 125 March 28, 2012 Report
Sub-total - Miscellaneous Cost - 125 - (125)
Grant Total 645,000 517,618 - 127,382
Temporary Library at Cubberley (for Mitchell Facility) - Activity Details (PE-09010)
As of November 17, 2015 (Revised 3)
20
Payment
Date Payee Description
Project
Budget Expenses
Commitments
(aka Purchase
Orders)
Remaining
Balance
Project Budget
Temporary Main Library Facility - Art Center Auditorium 500,000
Sub-total - 2010 Engineer's Budget Estimate 500,000 - - 500,000
Engineering, Architectural, Constr., and Publishing (Reproduction) Costs
Summary of Expenditures as of July 21, 2010 -
04/04/12 Group 4 Architecture Research & Planning Architectural 15,687 July 5, 2012 Report
04/04/12 Group 4 Architecture Research & Planning Architectural 11,288
07/25/12 Group 4 Architecture Research & Planning Architectural 1,121 October 30, 2012 Report
06/15/76 Ross McDonald Company, Inc.Library Shelving 7,176
06/19/13 Big-D Pacific Builders, LP Construction Services 253,627 July 23, 2013
08/16/13 Big-D Pacific Builders, LP Construction Services 29,997 Sept. 25, 2013
02/11/15 Ross McDonald Company, Inc.Library Shelving 1,100 April 22, 2015
04/22/15 JCM Construction, Inc.Construction Services 9,950
05/22/15 Securecom Construction Services 88 January 29, 2015
09/15/15 Peninsulators, Inc.Construction 8,900
03/31/15 JP Morgan P-Card (will be replaced by actual vendor name)470
03/31/15 JP Morgan P-Card (will be replaced by actual vendor name)388 November 17, 2015
05/31/15 JP Morgan P-Card (will be replaced by actual vendor name)158
Sub-total - Engineering and Architectural Costs - 339,949 - (339,949)
Contract Contingency
Summary of Expenditures as of July 21, 2010 -
04/30/13 Fastsigns Signs 593
04/30/13 Metropolitan Van and Storage, Inc.Equipment Moving 380
04/30/13 Fastsigns Signs 598 July 23, 2013
04/30/13 Fastsigns Signs 41
05/31/13 Fastsigns (Reversal of Drawdown)Signs (138) January 14, 2015
Sub-total - Contract Contingency - 1,474 - (1,474)
City (Inter-department) Service Charge
Summary of Expenditures as of July 21, 2010 -
04/30/13 City of Palo Alto - Planning Architectural Review 384
04/30/13 City of Palo Alto - Development Center Architectural Review 216 July 23, 2013
05/31/13 City of Palo Alto _ Development Center Architectural Review 122,489
06/30/13 City of Palo Alto _ Development Center Architectural Review 636 Sept. 25, 2013
Sub-total - City (Inter-department) Service Charge - 123,725 - (123,725)
Miscellaneous Cost
Summary of Expenditures as of July 21, 2010 -
Sub-total - Miscellaneous Cost - - - -
Grant Total 500,000 465,148 - 34,852
Art Center Temporary Library - Activity Details (Project # PE-11012)
As of November 17, 2015 (Revised 3)
21
Library Bond Oversight Committee
Encumbered or Outstanding Contracts
Item Description Amount Sub‐totals Remaining work / Comments
1Group 4 ‐ Overall Design Contract (MPLCC)54,016$ Closeout & design of book drop
2Group 4 ‐ Overall Design Contract (Rinconada)94,931$ Closeout & design of book drop
3Group 4 ‐ Overall Design Contract (Downtown)40,890$ Closeout & LEED submittal
4Group 4 ‐ Construction Administration Contract for Rinconada 98,900$ Closeout & LEED submittal
5Ross McDonald Contract (built‐in cabinetry at MPLCC)115,816$ Closeout
6Ross McDonald Contract (built‐in cabinetry at Rinconada)24,612$ Closeout
7One Workplace (built‐in furnishings and storage for MPLCC)18,497$ Unlikely to be spent
8 Mood Media contract for broadcast media system at MPLCC 47,890$ Closeout
9 McKinney Associates ‐ General AV work at MPLCC 1,100$ Training
10 Sprigg Electric ‐ 10‐year warranty for photovoltaic system at MPLCC 50,000$ Needed for utilities rebate
11 GINN AND CROSBY, LLC ‐ outside legal counsel for unforeseen claims 16,302$ Unlikely to be spent
12 TOCHI ‐ Construction of additional manager's office at Rinconada Library 9,295$ Nearly complete
Total For Encumbered or Contracted Work 572,249$
Additional Library Work that is not Encumbered or Contracted
13 Drive‐Up Book Drop at Mitchell Park Library 30,000$ Construction estimate
14 Drive‐Up Book Drop at Rinconada Library 26,000$ Construction estimate
15 Lutron Switch labels for MPLCC 957$ Quoted and authorized
16 Replace two defective electronic panel meters (out of warranty) at MPLCC 4,159$ Quoted and authorized
17 New Projector Lens for Midtown Room at MPLCC 3,657$ Quoted and authorized
18 Projector adjustment for Midtown Room at MPLCC 525$ Quoted and authorized
19 Install rain gutter debris shields at Rinconada 5,000$ Construction estimate
20 Install fan and vent in Teen Zone storage area for AV system at MPLCC 4,000$ Construction estimate
21 Bond‐related restoration work on Cubberley Auditorium temporary library 127,382$ All remaining funds needed
22 Update signage for recent changes to Library Hours (MPLCC)4,791$ Quoted and authorized
23 Contingency ‐ Mitchell Park Library 50,000$ Contingency
24 Contingency ‐ Rinconada Library 25,000$ Contingency
Total for Additional Library Work that is not Encumbered or Contracted 281,471$
Grand Total (Estimated)853,720$
Last and Final List of Potential Expenses for Library Bond Funds
Attachment B
Attachment C
TO: HONORABLE CITY COUNCIL
FROM: CITY MANAGER DEPARTMENT: City Manager's Office
DATE: MARCH 16, 2009 CMR: 176:09
REPORT TYPE: CONSENT
SUBJECT: Adoption of a Resolution Establishing a Citizen Oversight Committee
for Expenditures of Library Bond Funds
RECOMMENDATION
Staff recommends that Council adopt the attached resolution establishing a Citizen
Oversight Committee to implement one of the oversight and accountability provisions of
the library bond measure and direct staff to proceed with the solicitation for potential
Committee members.
BACKGROUND
On August 4, 2008, Council approved placing a $76 million General Obligation bond
measure on the November 4, 2008 ballot to construct and complete a new Mitchell Park
Library and Community Center, renovate and expand Main Library and renovate
Downtown Library (CMR:340:08). The ballot measure, Measure N, contained a
provision for the appointment of a committee to oversee the expenditure of funds
generated by the bond issuance. Specifically, the ballot proposition stated that:
"LIBRARY, FACILITIES, COLLECTIONS, SAFETY IMPROVEMENT BOND. To
ensure seismic safety, enhance disabled access, provide additional space to expand
library collections, add new children's and group activity areas, replace outdated lighting,
and provide proper ventilation and air conditioning systems, shall the City of Palo Alto
issue bonds up to $76,000,000 to construct a new energy-efficient Mitchell Park Library
and Community Center, expand and renovate Main Library, and renovate Downtown
Library, with annual audits and independent citizen oversight?"
On November 4, 2008, a super majority (2/3 + 1) of Palo Alto registered voters approved
Measure N. Staff has begun implementing the capital improvement projects authorized
by the ballot measure with the planning and design phases. On March 2, 2009 the
Council approved a contract with Group 4 Architecture to proceed with the design of the
libraries and community center as authorized by the bond measure.
DISCUSSION
Staff has met to discuss the options for establishing and appointing a Citizen Oversight
Committee consistent with the bond measure language. Details to be established include:
membership criteria, the duties of the Committee, and Committee procedures. Staffs
CMR 176:09 Page 1 of 3
recommendations are summarized below and are included in the attached resolution. Also
outlined is the proposed advertising and selection process for the Committee. The
Council may provide additional direction to staff on any of the criteria outlined.
1. Committee membership criteria
a. · Committee shall consist of five members.
b. Committee members must be either a Palo Alto resident, an employee of a
Palo Alto business, or own property within the City of Palo Alto.
c. Committee members shall be selected and appointed by the City Council.
It is anticipated that Council will use procedures similar to those used for
appointments to City boards and commissions.
d. Committee members shall serve for a term of four years.
e. Committee members are preferred to have financial management, project
management, architecture, engineering or other relevant experience.
2. Duties of the Committee
a. Committee shall review the proposed budget for Measure N projects as
prepared by staff in order to assess its consistency with the projects set
forth in Measure N (Attachment B, Ordinance No.4996).
b. Committee shall review quarterly financial reports prepared by City
Administrative Services Department staff documenting expenditures
related Measure N projects in order to assess the consistency of the
expenditures with Measure N (Attachment B, Ordinance No.4996).
c. Committee may review the external auditor's financial audits of the bond
funds. The City Manager will work with the City Auditor's Office to
ensure that requirements related to annual audits of the bond funds are
satisfied.
d. Committee shall be an advisory body only, and the City Council shall
retain full authority to approve the budget and associated expenditures for
Measure N Bond projects.
e. Committee duties shall not include review of design and contract issues.
3. Procedures of the Committee
a. Committee shall meet quarterly to review expenditures associated with
Measure N. The Committee shall prepare a report documenting its
findings with respect to the proposed expenditures and submit such report
to the Finance Committee of the City Council following each meeting.
b. The Committee shall conduct open public meetings, duly noticed in
accordance with the Ralph M. Brown Act, California Government Code
Section 54950, et seq.
c. The Committee may establish rules and procedures governing the conduct
of its meetings.
Staff recommends that Council establish the Library Bond Citizen Oversight Committee
by adopting the attached resolution and direct the City Clerk to solicit potential
Committee members by placing advertisements announcing Committee vacancies in a
CMR 176:09 Page 2of3
newspaper of general circulation in the city, two times within a two week period. The
expected timeline for selection and appointment of Committee members is described
below.
TIMELINE
The following is the recommended timeline for appointment of members to the Library
Bond Citizen Oversight Committee:
Due date for member applications April 22
Appointment of Committee members May 4
RESOURCE IMPACT
Committee members shall not be compensated for their service. There will be relatively
minor costs incurred for staff to provide information to the Committee, attend Committee
meetings, and draft the Committee's reports to Council. These staff costs will be covered
within the project budget.
POLICY IMPLICATIONS
The formation of a Library Bond Citizen Oversight Committee as recommended in this
report is required by the terms of the bond measure and Ordinance No. 4996 establishing
those terms.
ENVIRONMENTAL REVIEW
Adoption of the attached resolution creating a Library Bond Citizen Oversight
Committee is not considered a project for purposes of the California Environmental
Quality Act (CEQA). Environmental review of all bond measure projects was completed
prior to approval of the bond measure.
ATTACHMENTS
Attachment A: Resolution Establishing a Library Bond Citizen Oversight Committee
Attachment B: Ordinance No.4996 ~
PREPARED BY: -~~~~~::___f,::,-~====-----~~~~~ ~ ANN
Manag en Fellow
KELLY MORARIU
Interim Deputy City Manager
CITY MANAGER APPROVAL:
CMR 176:09 Page 3of3
** NOT YET APPROVED **
Attachment A
Resolution No. ---
Resolution of the Council of the City of Palo Alto
Establishing a Citizen Oversight Committee for
Expenditures of Library Bond Funds
WHEREAS, on August 4, 2008, the City Council approved Ordinance No. 4996
calling a special election and ordering the submission of a proposition incurring bonded debt for
the purpose of construction and completion of a new Mitchell Park library and community
center, renovation and expansion of Main Library, and renovations to Downtown Library, to
Palo Alto voters at the special municipal election on November 4, 2008.
WHEREAS, on November 4, 2008, Palo Alto voters approved Measure N, the
proposition set forth in Ordinance No. 4996 for incurring bonded indebtedness. Ordinance 4996,
as incorporated into the ballot language of Measure N, specifically provided for an independent
citizen oversight committee to monitor expenditures of bond proceeds.
NOW, THEREFORE, the Council of the City of Palo Alto does RESOLVE as
follows:
SECTION 1. Committee Established. The City of Palo Alto Library Bond
Citizen Oversight Committee is hereby created to and to monitor expenditures of the funds raised
by the issuance of bonds to ensure they are spent in accordance with the projects described in
Ordinance No. 4996.
SECTION 2. Committee Membership and Appointment. The committee shall
consist of five members who are selected and appointed by the City Council for a term of four
years. Committee members shall serve without compensation. Each Committee member shall
be a resident of Palo Alto, an employee of a business located in Palo Alto, or an owner of real
property within the City. No member shall be a council member, officer or employee of the
City.
SECTION 3. Committee Duties. The committee shall discharge its oversight
duties by:
(a) Meeting to review the expenditures for Measure N bond proceeds and
assess the consistency of the expenditures with Ordinance No. 4996. The Committee shall
prepare a report documenting its findings with respect to the expenditures and submit the report
to the Finance Committee and the City Council following each meeting.
SECTION 4. Meeting Procedures. The Committee shall conduct open public
meetings, duly noticed in accordance with the Ralph M. Brown Act. The Committee may
establish rules and procedures governing the conduct of its meetings.
090309 mb 8260979 1
** NOT YET APPROVED **
SECTION 5. The City Clerk is directed to place advertisement announcing
Committee vacancies in a newspaper of general circulation in the City, two times within a two
week period.
SECTION 6. The Council finds that this is not considered a project for purposes
of the California Environmental Quality Act (CEQA). Environmental review of all bond measure
projects was completed prior to approval of the bond measure.
INTRODUCED AND PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST: APPROVED:
City Clerk Mayor
APPROVED AS TO FORM:
City Attorney City Manager
Director of Administrative Services
090309 mb 8260979 2
Attachment B
ORDINANCE NO. 4996
ORDINANCE OF THE COUNCIL OF THE CITY OF PALO ALTO
CALLING A SPECIAL ELECTION AND ORDERING THE
SUBMISSION OF A PROPOSITION INCURRING BONDED
DEBT FOR THE PURPOSE OF CONSTRUCTION AND
COMPLETION OF A NEW MITCHELL PARK LIBRARY AND
COMMUNITY CENTER, RENOVATION AND EXPANSION OF
MAIN LIBRARY, AND RENOVATIONS TO DOWNTOWN
LIBRARY TO THE QUALIFIED VOTERS OF THE CITY OF
PALO ALTO AT THE SPECIAL MUNICIPAL ELECTION TO BE
HELD ON NOVEMBER 4, 2008
WHEREAS, use of the Palo Alto libraries has increased; in fiscal year 2007-2008
circulation in Palo Alto libraries increased 8% over the prior year, and users checked out over 1.5
million books, periodicals, DVDs, and other materials; and
WHEREAS, in a 2007 report, the City Auditor determined that Palo Alto libraries
are in the poorest condition when compared to libraries in ten surrounding communities; and
WHEREAS, the Auditor's report specifically noted that Palo Alto's libraries were
overcrowded, had poor lighting and inadequate meeting spaces; and
WHEREAS, Palo Alto libraries are cramped, have poor lighting, and have no room
for expansion of collections or group study and quiet reading areas; and
WHEREAS, Mitchell Park Library was built more than fifty years ago; over the past
twenty years circulation there has tripled and it currently receives more than one thousand
visitors per day; and
WHEREAS, Mitchell Park Library has the highest circulation of all libraries in Palo
Alto, but it is too small and outdated to serve the population that uses it today; and
WHEREAS, many residents in our community, especially children and seniors, rely
on Palo Alto libraries; and
WHEREAS, some of the heaviest use occurs after school when children from the
neighborhood schools gather to do homework, research and work on group projects; at these
times, the libraries can be overcrowded and noisy, making it challenging for others to
comfortably use the library, study, or access services; and
WHEREAS, Mitchell Park, Main and Downtown libraries have poor ventilation and
lack air conditioning; and
WHEREAS, Mitchell Park, Main and Downtown libraries are too small to
accommodate growth in library collections, which residents have identified as a priority for City
libraries; and
WHEREAS, under the conditions described above, our libraries cannot fully offer
the services and resources our Palo Alto residents deserve; and
WHEREAS, it is critical that the City provide libraries and community centers that
afford earthquake safety by construction to modem seismic standards; and
· WHEREAS, the City needs to ensure and enhance disabled access at its public
libraries and community centers; and
WHEREAS, libraries are an important community asset because they provide more
than just books-they are a place for residents to learn and to gather and they enrich the culture
of our City; and
WHEREAS, on July 21, 2008, this City Council adopted, by a two-thirds vote of all
the members of the Council, a Resolution entitled "A Resolution of the Council of the City of
Palo Alto Determining That the Public Interest and Necessity Demand the Construction and
Completion of a New Mitchell Park Library and Community Center and the Renovation of Main
and Downtown Libraries and their Financing Through the Issuance of General Obligation Bonds"
(the "Resolution"); and
WHEREAS, in order to provide for the issuance by the City of its general obligation
bonds to finance the costs of constructing the new Mitchell Park library and community center
and renovating and improving Main an:d Downtown libraries, it is necessary for this Council to
pass an ordinance ordering the submission of the proposition of incurring bonded indebtedness
for such purpose to the qualified voters of the City at an election; and
WHEREAS, a Special Municipal Election for the City is to be held on Tuesday,
November 4, 2008; and
WHEREAS, the City Council desires to submit to the voters at the election the
proposition of incurring bonded indebtedness as hereinafter set forth.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PALO ALTO,
CALIFORNIA, does ordain as follows:
SECTION 1. Ballot Proposition. That the following question shall be submitted
to the voters of the City at the Special Municipal Election to be held on November 4, 2008:
"LIBRARY FACILITIES, COLLECTIONS, SAFETY IMPROVEMENT BOND. To
provide additional space to expand library collections, add new children's and group
program areas, replace outdated lighting, provide modem ventilation and air
conditioning systems, ensure seismic safety and enhance disabled access, shall the
City of Palo Alto issue bonds up to $76,000,000 to construct a new energy-efficient
Mitchell Park Library and Community Center, expand and renovate Main Library,
and renovate Downtown Library, with annual audits and independent citizen
oversight?"
YES NO
SECTION 2. Object and Pumose of Bonds. The object and purpose of incurring
the indebtedness is to fmance the costs of constructing a new energy efficient, environmentally
friendly library and community center at Mitchell Park and the costs of renovating and expanding
Main Library and renovating Downtown Library, including enhancements at all three facilities
for earthquake safety and disabled access, expanded space for library collections, meeting ·and
study areas, and new air conditioning, ventilation and lighting systems. The foregoing
improvements are referred to herein as the "Improvements". The City wishes to construct the
Improvements because the present library and community center at Mitchell Park, and the Main
and Downtown libraries, are inadequate to serve the needs of the citizens of the City.
SECTION 3. Estimated Cost of Improvements. The estimated cost of the
portion of the costs of the Improvements to be paid for from the City's general obligations bonds
is seventy-six million dollars ($76,()00,000). The estimated cost includes legal and other fees
and the cost of printing the bonds and other costs and expenses incidental to or connected with
the authori2ation, issuance and sale of bonds. The cost of constructing the Improvements in
excess of $76,000,000 will be paid for from other funds of the City.
SECTION 4. Principal Amount of Bonds. The amount of the principal of the
indebtedness to be incurred is not to exceed seventy-six million dollars ($76,000,000).
SECTION 5. Maximum Interest Rate. The maximum rate of interest to be paid
on the indebtedness shall be twelve percent (12%) per annum.
SECTION 6. Issuance and Sale of Bonds. This City Council does hereby call a
special municipal election on Tuesday, November 4, 2008, and submit to the qualified voters of
.the City, at said Special Municipal Election, the proposition set forth in Section 1 hereof. The
City proposes to construct and complete the Improvements, and to issue and sell General
Obligation Bonds of the City pursuant to Article 1, commencing with Section 43600, of Chapter
4 of Division 4 of Title 4 of the California Government Code, in one or more series, in the
maximum amount and for the objects and purposes set forth above, if two-thirds of all qualified
voters voting on the proposition set forth above vote in favor thereof. The bonds are to be general
obligations of the City, payable from and secured by taxes levied and collected in the manner
prescribed by laws of the State of California. All of said bonds are to be equally and ratably
secured, without priority, by the taxing power of the City.
SECTION 7. Consolidation; Manner of Conducting Election. That in all
particulars not recited in this Ordinance, the election shall be held and conducted as provided by
law for holding municipal elections. That pursuant to the requirements of section 10403 of the
Elections Code. the Board of Supervisors of the County of Santa Clara is hereby requested to
consent and agree to the consolidation of a Special Municipal Election· with the Statewide
Special Election on Tuesday, November 4, 2008, and said election shall be held in all respects as
if there were only one election and only one form of ballot shall be used.
SECTION 8. Procedure for Voting on Proposition. Ballots for the election
shall be provided in the form and in the number provided by law. Voters shall be provided an
opportunity to vote for or against the proposition on the ballot, in accordance With procedures to
be adopted by the authorized officers of the County charged with conducting the election.
SECTION 9. Time and Place of Election. Notice of the time and place of
holding the election is given and the City Clerk is authorized, instructed, and directed to give
further or additional notice of the election, in the time, form, and manner required by law.
SECTION 10. Publication of Ordinance. This Ordinance shall be published once
a day for at least seven days in a newspaper printed, published and circulated at least six days a
week in the City, or once a week for two weeks in a newspaper printed, published and circulated
less than six days a week in the City. The first of said publications shall, in either event, be
within fifteen (15) days after the adoption of this ordinance. The City Clerk is hereby authorized
and directed to make said publications and to transmit, for receipt no later than August 8, 2008, a
certified copy of this Ordinance to the Board of Supervisors (the "Board of Supervisors") of
Santa Clara County (the "County"), and a copy with the County Clerk of the County and the
Registrar of Voters of the County.
SECTION 11. Canvassing Election Returns. The Board of Supervisors is hereby
authorized to canvass the returns of said City Bond Election.
SECTION 12. Election Instructions. The Board of Supervisors is hereby
requested to issue instructions to the County Elections Department to take any and all steps
necessary for the holding of the said consolidated elections.
SECTION 13. Accountability Requirements. As required by Section 53410 of the
Government Code, a statement in substantially the following form shall be included on the ballot
,for the Bonds, and the City Council covenants to comply with the reporting requirements
contained in Section 53411 of the Government Code:
Accountability Measures
As required by Section 53410 of the Government Code, the following
accountability measures are hereby made a part of the City's Bond Measure "LIBRARY
FACILITY, COLLECTIONS, SPACE, SAFETY IMPROVEMENT BOND" (the "~easure"):
a) The specific purpose of the bonds is to build a new Mitchell Park libraty and
community center, expand and renovate Main library, and renovate Downtown library;
b) The proceeds from the sale of the City's bonds will be used only for the
purposes specified in the Measure, and not for any other purpose;
c) The proceeds of the Bonds will be deposited into a Library/Community Center
Project Construction Fund to be held by the City; and
d) The Administrative Services Director of the City shall file an annual report
with the City Council of the City, commencing not later than November 1, 2009, and annually
thereafter, which report shall contain pertinent information regarding the amount of funds
collected and expended, as well as the status of the Library/Community Center project listed in
the Measure.
. .
SECTION 22. Effective Date. This Ordinance shall become effective immediately
as an ordinance relating to an election pursuant to Government Code section 36937(a) upon its
adoption by two-thirds vote of all the members of this City Council.
The above ordinance was introduced with the first reading waived at a regular
meeting of the City Council on the 21st day of July, 2008, and passed and adopted at a regular
meeting of said Council held on the 4th day of August, 2008, by the following vote:
INTRODUCED: July 21, 2008
PASSED: August 4, 2008
AYES: BARTON, BURT, DREKMEIER, ESPINOSA, KISHIMOTO, KLEIN,
MORTON, SCHMID, YEH
NOES:
ABSENT:
ABSTENTIONS:
APPROVED AS TO FORM: APPROVED:
~~ ::Cit}TOmey
Tax Rate Statement In Connection With
City of Palo Alto Bond Measure_
An election will be held in the City of Palo Alto (the "City") on November 4, 2008, on the question
of issuing bonds in the principal amount of$76,000,000 to finance library and community center facilities as
described in the bond measure. If the bonds are approved, the City expects to sell the bonds in one series.
Principal and interest on the bonds will be paid from taxes levied on taxable property in the City. The
following tax rate information is given to comply with Sections 9400-9404 of the Elections Code of the State
of California.
Based on estimated assessed valuations available at the time of filing of this statement:
I. The best estimate of the tax rate that would be required to be levied to fund this bond issue
during the first fiscal year after the salt( of the first and only series of bonds, based on estimated assessed
valuations available at the time of filing of this statement, is $0.02874 per $100 ($28.74 per $100,000) o(
assessed valuation in fiscal year 2009-10.
2. The best estimate of the highest tax rate that would be required to fund this bond issue, based
on estimated assessed valuations available at the time of filing this statement, is $0.02874 per $100 ($28.74
per $100,000) of assessed valuation in fiscal year 2009-10.
3. The best estimate of the average annual tax rate which would he required to be levied to fund
this bond issue, based on estimated assessed valuations available at the time of filing of this statement, is
$0.02698 per $100 ($26.98 per $100,000) of assessed valuation.
Voters should note that the estimated tax rates are based on the assessed value of taxable property on
the County's official tax rolls, not on the property's market value. In addition, taxpayers eligible for a
property tax exemption, such as the homeowner' s exemption, will be taxed at a lower effective tax rate than
described above. Certain taxpayers may also be eligible to postpone payment of taxes. Property owners
should consult their own property tax bills and the County Assessor to determine their property's assessed
value and any applicable tax exemptions.
The actual tax rates and the years in which they will apply may vary from those presently estimated,
due to variations from these estimates in the timing of bond sales, the amount of bonds sold and market
interest rates at the time of each sale, and actual assessed valuations over the term of repayment of the bonds.
The estimates are based upon the City's projections and are not binding upon the City. The dates of sale and
the amount of bonds sold at any given time will be determined by the City based on the need for construction
funds and other factors. The actual interest rates at which the bonds will be sold will depend on the bond
market at the time of each sale. Actual future assessed valuation will depend upon the amount and value of
taxable property within the City as determined by the County Assessor in the annual assessment and the
equalization process.
Dated: August S . 2008
Mayor
City of Palo Alto
City of Palo Alto (ID # 6600)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 3/21/2016
City of Palo Alto Page 1
Summary Title: Underground Utility Locating Services
Title: Approval of Amendment One to Contract Number S16155217, Utilities
Underground Locating Contract With MDR Utility Locating Specialists, Inc. to
Increase Not-to-Exceed Amount by $75,000 Annually to $160,000 per Year,
for a Total Not-to-Exceed Amount of $480,000 over Three Years to Provide
Utility Locating Services With the Underground Service Alert of
Northern/Central California for Identifying and Marking the City of Palo
Alto’s Underground Facilities
From: City Manager
Lead Department: Utilities
Recommendation
Staff recommends that Council approve and authorize the City Manager or designee to execute
Amendment One to Contract S16155217, Attachment A, with MDR Utility Locating Specialists,
Inc. (“MDR”) to increase the not-to-exceed amount each year by $75,000 to $160,000, for a
total not-to-exceed amount of $480,000 over the three year term to provide underground
utility locating services on an as-needed basis for the City of Palo Alto.
Executive Summary
The City of Palo Alto Utilities (Utilities) is a member of the Underground Service Alert (USA) of
Northern/Central California program which provides a free and effective damage prevention
service that protects the communities and underground facilities in Central/Northern
California. The City identifies and marks all City of Palo Alto underground facilities (i.e. electric,
gas, water, sewer, fiber). This requires the City to make contact and respond to requests on
behalf of residents, contractors, City staff, and anyone else performing excavations tasks within
city limits. The need to adhere to the damage prevention program and provide a level of safety
to our community, contractors, staff and the general public is dependent on acquiring
resources to complete this work in an effective and timely manner.
Background
On July 27, 2015, Utilities executed Contract S16155217 with MDR Utility Locating Specialists,
Inc. The contractor was selected through a competitive bid process (RFQ155217). The scope of
City of Palo Alto Page 2
the original contract was to provide underground locating services on an as needed basis since
the workload typically increases during the summer. However, with multiple projects both
private and City’s CIP projects in motion, there has been a need to use these services more
frequently to support the City’s operational needs. In addition, there was a recent retirement of
a Utility Locator (one of three positions). Until the position is filled, MDR will also be
temporarily augmenting current staffing requirements.
Discussion
This contract amendment will allow Utilities to stay on track with the number of utility locating
tickets being submitted by residents, city staff, and contractors and remain in compliance with
the USA North 811 call before you dig program. Utilities receives approximately 2,500 tickets
annually from USA. There is generally a 50% increase in number of tickets during the summer
compared to winter. In the current contract, there is $16,785 remaining of the original $85,000.
Based on staff’s projections, the remaining funds will be exhausted by the end of March. Under
“Call 811 Before You Dig” program, Utilities is required to contact the excavator within two
working days after receiving the ticket and scheduling the work within 14 calendar days. Due to
the unanticipated retirement and increasing level of locating activity, Utilities will not be able to
meet these obligations and keep up with the workload without additional funding to the
contract.
Resource Impact:
The additional funding of $75,000 for the contract amendment is available in the existing
Electric Operations FY 2016 budget. Continued work under this contract for FY 2017 through FY
2018 will be subject to satisfactory performance by the contractor and City Council approval of
annual appropriations.
Policy Implications:
The approval of amendment one to Contract S16155217 is consistent with existing City policies,
including the Council approved Utilities Strategic Plan – Strategic Objective BP4: Serve
customers promptly and completely; and Strategic Objective C2: Be responsive to all my utilities
related service needs.
Environmental Review
Approval of this contract amendment does not meet the definition of a project pursuant to
Section 21065 of the California Public Resources Code, thus no environmental review under the
California Environmental Quality Act (CEQA) is required.
Attachments:
Attachment A: Amendment One to the Contract S16155217 (PDF)
1
AMENDMENT ONE TO CONTRACT NO. S16155217
AMENDMENT ONE TO CONTRACT NO. S16155217 BETWEEN THE CITY OF PALO ALTO AND
MDR UTILITY LOCATING SPECIALIST, INC.
This Amendment One (“First Amendment”) to Contract No. S16155217 (“Contract”) is
entered into March 21, 2016 (“Amendment Effective Date”), by and between the CITY OF
PALO ALTO, a California chartered municipal corporation (“CITY”), and MDR UTILITY
LOCATING SPECIALIST, INC., a California corporation located at 16506 Avenue, Suite 288,
Exeter, CA 93221 (“CONTRACTOR”). City and Contractor are collectively referred to herein as
“Parties.”
RECITALS
A. The Contract, dated effective July 15, 2015 was entered into between the Parties
for Contractor to provide general services for on-call assistance with locating underground
facilities for the Underground Service Alert (USA) Program in the Utilities Department;
B. Section R of the Contract authorizes the Parties to modify the Contract by written
amendment;
C. The Utilities Department’s need for services under the Contract have increased
due to an unanticipated retirement in the department and an increase in the volume of work,
including both private and City capital improvement projects;
D. The Parties now desire to amend the Contract to increase the current “Not-to-
Exceed” Amount by Seventy-Five Thousand Dollars ($75,000) per year, for a total Not-to-
Exceed Amount of One Hundred and Sixty Thousand Dollars ($160,000) per year, and a new
total Not-to-Exceed Amount of Four Hundred and Eighty-Thousand Dollars ($480,000) over the
three year Term of the Contract; and
E. To accomplish this purpose, the Parties wish to amend the Contract.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and
provisions of this Amendment, the Parties agree:
SECTION 1. Section 5. “COMPENSATION FOR ORIGINAL TERM” is hereby
amended to read as follows:
“5. COMPENSATION FOR ORIGINAL TERM. CITY shall pay and
CONTRACTOR agrees to accept as not-to-exceed compensation for the full performance
of the Services and reimbursable expenses, if any:
☐ The total maximum lump sum compensation of dollars ($ ); OR
DocuSign Envelope ID: 409AD033-E2B7-4873-91AC-86A07A41F6A9
2
AMENDMENT ONE TO CONTRACT NO. S16155217
☐ The sum of _________dollars ($________ ) per hour, not to exceed a total
maximum compensation amount of _________dollars ($________ ); OR
☒ A sum calculated in accordance with the fee schedule set forth at Exhibit C, not to
exceed a total maximum compensation amount of One Hundred and Sixty
Thousand dollars per year ($160,000/year) for a total not to exceed amount of
Four Hundred and Eighty Thousand dollars ($480,000) for the Term.
CONTRACTOR agrees that it can perform the Services for an amount not to exceed the
total maximum compensation set forth above. Any hours worked or services performed
by CONTRACTOR for which payment would result in a total exceeding the maximum
amount of compensation set forth above for performance of the Services shall be at no
cost to CITY.
☒ CITY has set aside the sum of zero dollars ($0) for Additional Services.
CONTRACTOR shall provide Additional Services only by advanced, written
authorization from the City Manager or designee. CONTRACTOR, at the CITY’s
request, shall submit a detailed written proposal including a description of the
scope of services, schedule, level of effort, and CONTRACTOR’s proposed
maximum compensation, including reimbursable expense, for such services.
Compensation shall be based on the hourly rates set forth above or in Exhibit C
(whichever is applicable), or if such rates are not applicable, a negotiated lump
sum. CITY shall not authorize and CONTRACTOR shall not perform any
Additional Services for which payment would exceed the amount set forth above
for Additional Services. Payment for Additional Services is subject to all
requirements and restrictions in this Agreement.”
SECTION 2. Exhibit C to the Contract, entitled “Schedule of Fees” is hereby
amended to read as set forth in the attachment to this First Amendment, which is incorporated in
full by this reference.
SECTION 3. Except as herein modified all other provisions of the Contract,
including any exhibits and subsequent amendments thereto, shall remain unmodified and in full
force and effect.
///
///
///
DocuSign Envelope ID: 409AD033-E2B7-4873-91AC-86A07A41F6A9
3
AMENDMENT ONE TO CONTRACT NO. S16155217
IN WITNESS WHEREOF, the Parties have by their duly authorized
representatives executed this First Amendment as of the Amendment Effective Date.
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
__________________________
City Attorney
MDR UTILITY LOCATING
SPECIALIST, INC.
By: ___________________________
Name: _________________________
Title: __________________________
DocuSign Envelope ID: 409AD033-E2B7-4873-91AC-86A07A41F6A9
Michael Roach
President/CEO
C-1
AMENDMENT ONE TO CONTRACT NO. S16155217
EXHIBIT C
SCHEDULE OF FEES
City shall pay Contractor according to the following rate schedule. The maximum amount of
compensation to be paid to Contractor, including both payment for services and reimbursable
expenses, shall not exceed One Hundred and Sixty Thousand Dollars per year ($160,000/year)
for a total not to exceed amount of Four Hundred and Eighty Thousand ($480,000) for the entire
Term of the Contract. Any services provided or hours worked for which payment would result in
a total exceeding the maximum amount of compensation set forth herein shall be at no cost to
City.
RATE SCHEDULE
Year One
Standard Hourly Rate $72.50/hour
Non-standard Hourly Rate $101.50/hour
Year Two – increase of 3%
Standard Hourly Rate $74.68/hour
Non-standard Hourly Rate $104.55/hour
Year Three – increase of 3%
Standard Hourly Rate $76.92/hour
Non-standard Hourly Rate $107.69/hour
DocuSign Envelope ID: 409AD033-E2B7-4873-91AC-86A07A41F6A9
City of Palo Alto (ID # 6613)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 3/21/2016
City of Palo Alto Page 1
Summary Title: Approval of RFP: Critical Emergency Systems
Title: Approval and Authorization of the City Manager to Execute a Contract
With Public Safety Innovations in an Amount Not-to-Exceed $250,000 to
Perform Work Across a Facet of Network, Computer, Data, Radio, and Other
Telecommunications Systems That Reside in Vehicles, Portable Platforms, or
in Fixed Locations in Support of the Palo Alto Public Safety Team for a Term
Through June 30, 2021
From: City Manager
Lead Department: Office of Emergency Services
Recommendation
Staff recommends that Council approve and authorize the City Manager to execute a contract
with Public Safety Innovations in an amount not-to-exceed $250,000 to perform work across a
facet of network, computer, data, radio, and other telecommunications systems that reside in
vehicles, portable platforms, or in fixed locations in support of the Palo Alto Public Safety Team
for a term through June 30, 2021.
Background
Palo Alto public safety organizations operate critical emergency support vehicles manufactured
by LDV, Inc., including a Mobile Emergency Operations Center (MEOC) comprising one satellite
system, one SyTech RIOS Interoperable communications system, 32 various radios of all bands
(HF, VHF, UHF), and five onboard networked computers; a Mobile Forensics Lab; a Special
Weapons and Tactics Van; and a Ford F-550 MEOC Support Vehicle (MSV) consisting of eight
VHF radios and a SyTech TAC2 Portable Radio Inter-operable system. OES also maintains a Ford
F=250 emergency response vehicle, the Director’s Command Vehicle, which has similar radio
and camera systems. Additionally, the OES provides command and control of emergency
response efforts from a central Emergency Operations Center linked to geographically-
distributed fixed Department Operations Centers via radio, internet, and computer networks.
These systems require specialized system upkeep and maintenance to maintain a high level of
readiness in preparation for All Hazards.
Discussion
City of Palo Alto Page 2
These critical emergency response resources require maintenance and upkeep proven to be
best performed through outside vendors. Multiple vendors have been used to maintain the
various network, computer, data, radio, and other telecommunications systems. Prior to 2013,
Palo Alto OES had been executing contract work piecemeal through various procurement
methods and with various vendors which became untimely and inefficient. In 2013, OES
instituted a comprehensive contracting mechanism to maintain these systems to a high state of
readiness while improving administrative efficiency through the management of one vendor
across the range of technical requirements. The City executed an initial $250,000 contract with
PSI, Inc. after following a notice inviting formal bids for professional services in support of
Critical Emergency Response under RFP 149763. PSI, Inc. was the only bid received by the City.
Since that time, PSI, Inc. has completed all requested tasks with a high degree of
professionalism and quality.
Bid Process.
On January 6, 2016, the City issued a notice inviting formal bids for professional services in
support of Critical Emergency Response under RFP 160578. A pre-proposal teleconference was
conducted on January 19, 2016, with two vendors in attendance and a deadline for submittal
on January 28, 2016. PSI, Inc. was the only bid received by the City. Given their prior
performance and experience with the City, OES selected PSI, Inc. as the vendor for RFP 160578.
PSI, Inc. will accomplish the contract requirements through planned and on-call work
authorizations received from OES. Invoices for the scheduled work will be submitted to the
project manager, validated, and paid in the form of purchase orders over the life of this
agreement.
Resource Impact:
The total five-year cost of $250,000 and will be absorbed in the OES operating non-salary funds
in the General Fund beginning in Fiscal Year 2016 through the life of the contract at a rate of
approximately $50,000 per year subject to the annual appropriation of funds. However, the
pace of work may be changed to suit conditions and requirements.
Policy Implications
The recommendations in this report do not represent a change in City policies.
Environmental Review
The recommendation in this report does not constitute a project requiring review under the
California Environmental Quality Act (CEQA).
Attachments:
ATTACHMENT A- Critical Emergency RFP 160578 B1 (PDF)
ATTACHMENT B-Contract with Public Safety Innovation Inc (PDF)
OFFICE OF EMERGENCY SERVICES
REQUEST FOR PROPOSAL (RFP) NUMBER 160578
FOR PROFESSIONAL SERVICES
“OES C4I – Critical Emergency Response”
Pre-proposal Teleconference: 9:00 a.m.
Tuesday, January 19, 2016
RFP Submittal Deadline: 3:00 p.m.
Thursday, Januray 28, 2016
Contract Administrator: Carolynn Bissett
Email: carolynn.bissett@cityofpaloalto.org
CITY OF PALO ALTO
PURCHASING/CONTRACT ADMINISTRATION
250 HAMILTON AVENUE
PALO ALTO, CA 94301
(650) 329-2271
1
REQUEST FOR PROPOSAL (RFP) NO. 160578
FOR PROFESSIONAL SERVICES
TITLE: OES C4I – Critical Emergency Response
1. INTRODUCTION
The City of Palo Alto is seeking proposals from qualified firms to provide professional
services for an OES C4I (Command, Control, Computer, Communications, Information)
–Critical Emergency Response. The required services and performance conditions are
described in the Scope of Work (or Services). The budget is $50,000 per year and anticipates the resulting contract from this RFP to have a five (5) year term.
2. ATTACHMENTS
The attachments below are included with this Request for Proposals (RFP) for your review and submittal (see asterisk):
Attachment A – Proposer’s Information Form*
Attachment B – Scope of Work/Services
Attachment C – Sample Agreement for Professional Services Attachment D – Sample Table, Qualifications of Firm Relative to City’s Needs
Attachment E – Cost Proposal Format
Attachment F – Insurance Requirement
The items identified with an asterisk (*) shall be filled out, signed by the appropriate representative of the company and returned with submittal.
3. INSTRUCTIONS TO PROPOSERS
3.1 Pre-Proposal Teleconference (Non-mandatory)
A non-mandatory pre-proposal teleconference will be held on Tuesday,
January 19, 2016 at 9:00 a.m. All prospective proposers are strongly
encouraged to call into the teleconference. In order to participate in the
teleconference, please call 1-877-336-1831 using Access Code: 5301570. Prospective proposers do not have to attend this pre-proposal
teleconference in order to submit a proposal.
3.2 Examination of Proposal Documents
The submission of a proposal shall be deemed a representation and
certification by the Proposer that they:
2
3.2.1 Have carefully read and fully understand the information that was provided by the City to serve as the basis for submission of this
proposal.
3.2.2 Have the capability to successfully undertake and complete the
responsibilities and obligations of the proposal being submitted. 3.2.3 Represent that all information contained in the proposal is true and correct.
3.2.4 Did not, in any way, collude, conspire to agree, directly or indirectly,
with any person, firm, corporation or other Proposer in regard to the
amount, terms or conditions of this proposal. 3.2.5 Acknowledge that the City has the right to make any inquiry it deems appropriate to substantiate or supplement information
supplied by Proposer, and Proposer hereby grants the City
permission to make these inquiries, and to provide any and all
related documentation in a timely manner. No request for modification of the proposal shall be considered after its
submission on grounds that Proposer was not fully informed to any fact or
condition.
3.3 Addenda/Clarifications
Should discrepancies or omissions be found in this RFP or should there
be a need to clarify this RFP, questions or comments regarding this RFP
must be put in writing and received by the City by way of email no later than 1:00 p.m., Wednesday, January 20, 2016. Correspondence shall be emailed to carolynn.bissett@CityofPaloAlto.org and
Nathaniel.Rainey@cityofpaloalto.org Responses from the City will be
communicated in writing to all recipients of this RFP in Planet Bids.
Inquiries received after the date and time stated will not be accepted and will be returned to senders without response. All addenda shall become a part of this RFP and shall be acknowledged on the Proposer’s Form.
The City shall not be responsible for nor be bound by any oral instructions,
interpretations or explanations issued by the City or its representatives. 3.4 Submission of Proposals
All proposals shall be submitted to:
Planet Bids
RFP Proposals must be sent to Planet Bids no later than 3:00 p.m. on
Thursday, January 28, 2016. All proposals received after that time will be
declined.
3
3.5 Withdrawal of Proposals
A Proposer may withdraw its proposal at any time before the expiration of
the time for submission of proposals as provided in the RFP by delivering a written request for withdrawal signed by, or on behalf of, the Proposer.
3.6 Rights of the City of Palo Alto
This RFP does not commit the City to enter into a contract, nor does it obligate the City to pay for any costs incurred in preparation and submission of proposals or in anticipation of a contract. The City reserves
the right to:
• Make the selection based on its sole discretion;
• Reject any and all proposals;
• Issue subsequent Requests for Proposals;
• Postpone opening for its own convenience;
• Remedy technical errors in the Request for Proposals process;
• Approve or disapprove the use of particular subconsultants;
• Negotiate with any, all or none of the Proposers;
• Accept other than the lowest offer;
• Waive informalities and irregularities in the Proposals and/or
• Enter into an agreement with another Proposer in the event the
originally selected Proposer defaults or fails to execute an agreement
with the City.
An agreement shall not be binding or valid with the City unless and until it is
executed by authorized representatives of the City and of the Proposer.
4. PROPOSED TENTATIVE TIMELINE
The tentative RFP timeline is as follows:
RFP Issued January 6, 2016
Pre-Proposal Teleconference January 19, 2016 at 9:00 a.m.
Deadline for Questions, Clarifications January 20, 2016 by 1:00 p.m.
Answers Provided to Questions January 22, 2016
Proposals Due January 28, 2016 by 3:00 p.m.
Finalist Identified February 9, 2016
Interviews – top three February 18, 2016
Consultant Selection and Contract Preparation March 2016
Contract Awarded by Council April 2016
Work Commences Late April 2016
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5. INFORMATION TO BE SUBMITTED (to be submitted in this order only)
These instructions outline the guidelines governing the format and content of the
proposal and the approach to be used in its development and presentation. The
intent of the RFP is to encourage responses that clearly communicate the Proposer’s understanding of the City’s requirements and its approach to successfully provide the products and/or services on time and within budget.
Only that information which is essential to an understanding and evaluation of the
proposal should be submitted. Items not specifically and explicitly related to the
RFP and proposal, e.g. brochures, marketing material, etc. will not be considered in the evaluation.
All proposals shall address the following items in the order listed below and shall
be numbered 1 through 8 in the proposal document.
5.1 Chapter 1 – Proposal Summary
This Chapter shall discuss the highlights, key features and distinguishing
points of the Proposal. A separate sheet shall include a list of individuals and
contacts for this Proposal and how to communicate with them. Limit this Chapter to a total of three (3) pages including the separate sheet.
5.2 Chapter 2 – Profile on the Proposing Firm(s)
This Chapter shall include a brief description of the Prime Proposer’s firm size as well as the proposed local organization structure. Include a discussion of the Prime Proposer firm’s financial stability, capacity and
resources. Include all other firms participating in the Proposal, including
similar information about the firms.
Additionally, this section shall include a listing of any lawsuit or litigation and the result of that action resulting form (a) any public project undertaken by
the Proposer or by its subcontractors where litigation is still pending or has
occurred within the last five years or (b) any type of project where claims or
settlements were paid by the consultant or its insurers within the last five years.
5.3 Chapter 3 – Qualifications of the Firm
This Chapter shall include a brief description of the Proposer’s and sub-Proposer’s qualifications and previous experience on similar or related projects. Provide in a table format (see Sample Table, Attachment D)
descriptions of pertinent project experience with other public municipalities
and private sector that includes a summary of the work performed, the total
project cost, the percentage of work the firm was responsible for, the period over which the work was completed, and the name, title, and phone number
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of client’s to be contacted for references. Give a brief statement of the firm’s adherence to the schedule and budget for the project.
This chapter shall include information regarding any relationships with firms
and/or individuals who may submit proposals in response to the RFPs being developed.
5.4 Chapter 4 – Work Plan or Proposal
This Chapter shall present a well-conceived service plan. Include a full description of major tasks and subtasks. This section of the proposal shall establish that the Proposer understands the City’s objectives and work
requirements and Proposer’s ability to satisfy those objectives and
requirements. Succinctly describe the proposed approach for addressing the
required services and the firm’s ability to meet the City’s schedule, outlining the approach that would be undertaken in providing the requested services.
5.5 Chapter 5 – Proposed Innovations
The Proposer may also suggest technical or procedural innovations that have been used successfully on other engagements and which may provide the
City with better service delivery. In this Chapter discuss any ideas,
innovative approaches, or specific new concepts included in the Proposal
that would provide benefit to the City. 5.6 Chapter 6 – Project Staffing
This Chapter shall discuss how the Proposer would propose to staff this
project. Key project team members shall be identified by name, title and specific responsibilities on the project. An organizational chart for the project team and resumes for key Proposer personnel shall be included. Key
personnel will be an important factor considered by the review committee.
Changes in key personnel may be cause for rejection of the proposal.
5.7 Chapter 7 – Proposal Exceptions
This Chapter shall discuss any exceptions or requested changes that
Proposer has to the City’s RFP conditions, requirements and sample contract. If there are no exceptions noted, it is assumed the Proposer will accept all conditions and requirements identified in the Attachment C –
“Sample Agreement for Services.” Items not excepted will not be open to
later negotiation.
5.8 Chapter 8 – Proposal Costs Sheet and Rates
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The fee information is relevant to a determination of whether the fee is fair and reasonable in light of the services to be provided. Provision of this
information assists the City in determining the firm’s understanding of the
project, and provides staff with tools to negotiate the cost, provide in a table
(See sample Table, Attachment E).
This Chapter shall include the proposed costs to provide the services desired. Include any other cost and price information, plus a not-to-exceed
amount, that would be contained in a potential agreement with the City. The
hourly rates may be used for pricing the cost of additional services outlined in
the Scope of Work.
PLEASE NOTE: The City of Palo Alto does not pay for services before it receives them. Therefore, do not propose contract terms that call for upfront
payments or deposits.
6. CONTRACT TYPE AND METHOD OF PAYMENT
It is anticipated that the agreement resulting from this solicitation, if awarded, will be
a fixed fee form of contract. A Sample Agreement of Services is provided as
Attachment C. The method of payment to the successful Proposer shall be on a
fixed fee basis with a maximum “not to exceed” fee as set by the Proposer in the proposal or as negotiated between the Proposer and the City as being the maximum
cost to perform all work. This figure shall include direct costs and overhead, such
as, but limited to, transportation, communications, subsistence and materials and
any subcontracted items of work. Progress payments will be based on a percentage
of project completed.
Proposers shall be prepared to accept the terms and conditions of the Agreement,
including Insurance Requirements in Attachment F. If a Proposer desires to take
exception to the Agreement, Proposer shall provide the following information in
Chapter 7 of their submittal package. Please include the following:
• Proposer shall clearly identify each proposed change to the Agreement,
including all relevant Attachments.
• Proposer shall furnish the reasons for, as well as specific recommendations, for alternative language.
The above factors will be taken into account in evaluating proposals. Proposals that
take substantial exceptions to the proposed Agreement may be determined by the City, at its sole discretion, to be unacceptable and no longer considered for award.
Insurance Requirements
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The selected Proposer(s), at Proposer’s sole cost and expense and for the full term of the Agreement or any extension thereof, shall obtain and maintain, at a minimum,
all of the insurance requirements outlined in Attachment F.
All policies, endorsements, certificates and/or binders shall be subject to the approval of the Risk Manager of the City of Palo Alto as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the
Risk Manager. The selected Proposer agrees to provide the City with a copy of said
policies, certificates and/or endorsement upon award of contract.
7. REVIEW AND SELECTION PROCESS
City staff will evaluate the proposals provided based on the following criteria:
7.1 Organizational and Personal Qualifications; Proposer’s prior record of performance with city or other agencies 7.2 Organizational and Personal Qualifications; Can accomplish scope of work
without subcontracting
7.3 Past Record of Performance;
7.4 Previous Experience in performing this scope of work 7.5 Proposal satisfies scope of work; 7.6 Ability to meet OES schedules and timelines ;
7.7 Cost of Services
The selection committee will make a recommendation to the awarding authority. The acceptance of the proposal will be evidenced by written Notice of Award from the City’s Purchasing/Contract Administration Division to the successful
Proposer.
8. ORAL INTERVIEWS Proposers may be required to participate in an oral interview. The oral interview will
be a panel comprised of members of the selection committee.
Proposers may only ask questions that are intended to clarify the questions that they are being asked to respond.
Each Proposer’s time slot for oral interviews will be determined randomly.
Proposers who are selected shall make every effort to attend. If representatives of
the City experience difficulty on the part of any Proposer in scheduling a time for the oral interview, it may result in disqualification from further consideration.
9. PUBLIC NATURE OF MATERIALS
Responses to this RFP become the exclusive property of the City of Palo Alto. At such time as the Administrative Services Department recommends to form to the
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City Manager or to the City Council, as applicable, all proposals received in response to this RFP becomes a matter of public record and shall be regarded as
public records, with the exception of those elements in each proposal which are
defined by the Proposer as business or trade secrets and plainly marked as
“Confidential,” “Trade Secret,” or “Proprietary”. The City shall not in any way be liable or responsible for the disclosure of any such proposal or portions thereof, if they are not plainly marked as “Confidential,” “Trade Secret,” or “Proprietary” or if
disclosure is required under the Public Records Act. Any proposal which contains
language purporting to render all or significant portions of the proposal
“Confidential,” “Trade Secret,” or “Proprietary” shall be regarded as non-responsive. Although the California Public Records Act recognizes that certain confidential trade
secret information may be protected from disclosure, the City of Palo Alto may not
accept or approve that the information that a Proposer submits is a trade secret. If a
request is made for information marked “Confidential,” “Trade Secret,” or “Proprietary,” the City shall provide the Proposer who submitted the information with reasonable notice to allow the Proposer to seek protection from disclosure by a court
of competent jurisdiction.
10. COLLUSION By submitting a proposal, each Proposer represents and warrants that its proposal is
genuine and not a sham or collusive or made in the interest of or on behalf of any
person not named therein; that the Proposer has not directly induced or solicited any
other person to submit a sham proposal or any other person to refrain from submitting a proposal; and that the Proposer has not in any manner sought collusion to secure any improper advantage over any other person submitting a proposal.
11. DISQUALIFICATION
Factors such as, but not limited to, any of the following may be considered just cause to disqualify a proposal without further consideration:
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11.1 Evidence of collusion, directly or indirectly, among Proposers in regard to the amount, terms or conditions of this proposal;
11.2 Any attempt to improperly influence any member of the evaluation team;
11.3 Existence of any lawsuit, unresolved contractual claim or dispute between
Proposer and the City;
11.4 Evidence of incorrect information submitted as part of the proposal;
11.5 Evidence of Proposer’s inability to successfully complete the
responsibilities and obligation of the proposal; and
11.6 Proposer’s default under any previous agreement with the City, which
results in termination of the Agreement.
12. NON-CONFORMING PROPOSAL
A proposal shall be prepared and submitted in accordance with the provisions of these RFP instructions and specifications. Any alteration, omission, addition,
variance, or limitation of, from or to a proposal may be sufficient grounds for non-
acceptance of the proposal, at the sole discretion of the City.
13. GRATUITIES
No person shall offer, give or agree to give any City employee any gratuity, discount
or offer of employment in connection with the award of contract by the city. No city
employee shall solicit, demand, accept or agree to accept from any other person a gratuity, discount or offer of employment in connection with a city contract.
~ End of Section ~
City of Palo Alto – RFP______ 1
Attachment A
Proposer’s Information Form
PROPOSER (please print):
Name: __________________________________________________________
Address: __________________________________________________________
__________________________________________________________
Telephone: _______________________ Email: ______________________________
Contact person, title, email, and telephone: __________________________
______________________________________________________________________
______________________________________________________________________
Proposer, if selected, intends to carry on the business as (check one):
Individual Joint Venture
Partnership
Corporation
When incorporated? ______________
In what state? _______________
When authorized to do business in California? _______
Other (explain):____________________________________________________
ADDENDA
To assure that all Proposers have received each addendum, check the appropriate box(es) below. Failure to acknowledge receipt of an addendum/addenda may be considered an
irregularity in the Proposal:
Addendum number(s) received: 1; 2; 3; 4; 5; 6;
Or, _____ _____No Addendum/Addenda Were Received (check and initial).
PROPOSER’S SIGNATURE No proposal shall be accepted which has not been signed in ink in the appropriate space below:
By signing below, the submission of a proposal shall be deemed a representation and certification by the Proposer that they have investigated all aspects of the RFP, that they are aware of the applicable facts pertaining
to the RFP process, its procedures and requirements, and they have read
and understand the RFP. No request for modification of the proposal shall be
considered after its submission on the grounds that the Proposer was not fully informed as to any fact or condition.
City of Palo Alto – RFP______ 2
Attachment A – Proposer Information continued…
1. If Proposer is INDIVIDUAL, sign here
Date:______________ _____________________________________
Proposer’s Signature
_____________________________________
Proposer’s typed name and title
2. If Proposer is PARTNERSHIP or JOINT VENTURE; at least two (2) Partners shall
sign here:
________________________________________________
Partnership or Joint Venture Name (type or print)
Date:______________ _____________________________________
Member of the Partnership or Joint Venture signature
Date:______________ _____________________________________ Member of the Partnership or Joint Venture signature
3. If Proposer is a CORPORATION, the duly authorized officer shall sign as follows:
The undersigned certify that he/she is respectively:
_________________________________ and ___________________________
Signature Title
Of the corporation named below; that they are designated to sign the Proposal Cost Form by
resolution (attach a certified copy, with corporate seal, if applicable, notarized as to its
authenticity or Secretary’s certificate of authorization) for and on behalf of the below named CORPORATION, and that they are authorized to execute same for and on behalf of said
CORPORATION.
______________________________________
Corporation Name (type or print)
By:______________________________________ Date: _________________
Title:__________________________________________
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Attachment B – Scope of Services
Title: OES Purchase Request for Command, Control, Communications, Computers and Information (C4I)
Critical Emergency Response
A. Project Description.
The City of Palo Alto Office of Emergency Services (OES) is requesting proposals for a professional
services indefinite delivery/indefinite quantity contract for critical emergency response C4I (command,
control, computer, communications and information) systems and platforms in use by the Palo Alto
public safety agencies (Police, Fire, OES). This contract is a five year firm-fixed-price contract and the
aggregate capacity will be $250,000. $50,000 will be apportioned each year over five years, although
the pace of work may be changed to suit conditions and requirements.
This contract will also allow additional services up to 10% of the total awarded contract amount.
The contractor will be responsible to perform work across a wide range of network, computer, radio,
and other telecommunications systems that reside in vehicles, portable platforms or in fixed locations.
This scope of work will also include support to the City's partner agencies, including those where the City
provides certain services such as Stanford University.
Palo Alto public safety agencies operate a number of critical emergency support vehicles manufactured,
upfitted or equipped by LDV, Inc., including:
• a Mobile Emergency Operations Center (MEOC) that has a satellite voice and data system, a
SYTECH RIOS Interoperable communications system, various radios of all bands (HF, VHF, UHF,
etc.), and onboard networked computers
• a Mobile Forensics Lab vehicle (Mobile Forensics Unit: MoFU)
• a Special Weapons and Tactics (SWAT) vehicle
• a Ford F-550 MEOC Support Vehicle (MSV) (prime mover) and Ford F-250 Command Vehicle,
both of which contain several radios, computers, and a Sytech TAC2 Portable RIOS.
Additionally, OES provides command and control of emergency response efforts from a central
Emergency Operations Center (EOC) linked to geographically distributed fixed Department Operations
Centers (DOCs) via radio, internet, private (dark) fiber, and wireless computer networks, including
microwave.
B. Qualifications / Experience
• SYTECH RIOS Expertise. Sytech RIOS radio interoperability system configuration and
maintenance.
• Network Systems Expertise. Familiarity with firewalls, port-forwarding, VPN.
• 4.9 GHz and other microwave, WiFi, and similar wireless data networks.
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• Authorized by LDV to perform non-automotive, non-chassis maintenance on LDV fleet of
vehicles: Electrical, HVAC, Alarm System, Pneumatic Tower Masts. Able to work on highly
sophisticated and high-end LDV vehicles that require specialized maintenance skills.
• State of California PE license. Must be able to engineer, design and install electro-mechanical
elements to support radio, network, and telecommunications systems, such as solar panels,
batteries, wiring, etc.
• Must have California Class B Drivers License. Contractor will augment OES staff in driving and
operating the MEOC when required.
• Within three hour drive response time. Contractor will be required to quickly arrive on site to
resolve technical issues when system deficiencies arise.
C. Scope of Work.
The major categories of work are divided into the requirements below. All work requested via task
orders issued by OES will fall within one or more of these requirements. Deliverables will be defined
through task orders on an ad hoc basis.
1. Program and Systems Assessment. Contractor will complete an assessment of current systems,
capabilities, and status within 30 days of contract start date in conjunction with Office of Emergency
Services Staff.
2. Systems Engineering.
• Assist OES in developing designs and plans for communications capabilities: radio, antenna,
network, software, equipment for the Emergency Operations Center & mobile and portable
platforms.
3. Network Administration.
• Conduct routine maintenance of client and server software – administer client and server
upgrades when requested by City.
• Configure RIOS client software on various remote PCs (10-20 each). Perform system
maintenance to ensure remote PCs are operable on RIOS client.
• Network Configuration. Work with Palo Alto Police Department Technical Services Division to
establish and maintain network connections, VPN, and other secure data feeds.
• Other Systems. Work with Palo Alto Police Department Technical Services Division to establish
and maintain hardware and software servers and clients. This includes servers, computers,
smart phones, and other devices that may be in use by the City of Palo Alto.
• Remote Video and Telemetry. Support public safety deployments of fixed and portable camera,
sensor and video systems.
4. Radio Installation, Maintenance, Programming
• Engineer and design interoperability systems for radio installations and antenna configurations.
• Program and test radios or radio interoperability systems.
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• Configure, install, mount and modify radios or radio interoperability systems.
5. Vehicle Installations
• Installation of emergency vehicle equipment applications such as computer mobile data
installations, light bars, warning controllers, strobe accessories, push bumpers, etc.
• Specific expertise in upfitting command vehicles (especially high-current DC electronics, power
management, solar and other alternative energy generation systems).
6. EOC Deployments / General Staff Support
• Serve on an incident command staff or emergency operations staff as Communications Leader
(COM-L) or Communications Technician (COM-T) on an “on-call” basis or in support of pre-
planned events. Capable of checking-in within three hours.
• Drive and put into operation Mobile EOC in a support staff role for emergency call outs or for
pre-planned events.
7. Consulting Support
• Develop technical specifications and scopes of work in accordance with technical expertise.
• Review documentation, professional input and guidance for RFP documents, bid review, design,
or similar.
8. Documentation and Training
• Develop appropriate documentation and training to designated City Staff on network,
computing, and radio systems (RIOS, Networks, Video, Radio).
D. Contract Management
1. Invoice. The Contractor shall prepare an invoice for all allowable expenses performed for assigned
task orders. The official invoice is to be submitted to the primary City project manager.
2. Subcontracting. The vendor shall be the single point of contact with the City. Any subcontracting
done by the vendor as part of this Agreement shall be done by mutual agreement. In all cases the
vendor is responsible for system design, performance and the quality of the services provided.
3. Security. In accordance with Department of Justice requirements, the vendor shall ensure that
vendor’s personnel who work on restricted systems are fingerprinted in accordance with Police
Department guidelines. The cost for fingerprinting is the sole responsibility of the vendor.
Professional Services
Rev. March 31, 2015
1
SAMPLER SAMPLER SAMPLER
CITY OF PALO ALTO CONTRACT NO. SAMPLER
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND
FOR PROFESSIONAL SERVICES
This Agreement is entered into on this day of , ,
(“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal
corporation (“CITY”), and , a , located at ("CONSULTANT").
RECITALS
The following recitals are a substantive portion of this Agreement.
A. CITY intends to (“Project”) and desires to engage a consultant to in
connection with the Project (“Services”).
B. CONSULTANT has represented that it has the necessary professional expertise,
qualifications, and capability, and all required licenses and/or certifications to provide the
Services.
C. CITY in reliance on these representations desires to engage CONSULTANT to provide
the Services as more fully described in Exhibit “A”, attached to and made a part of this
Agreement.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions,
in this Agreement, the parties agree:
AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at
Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The
performance of all Services shall be to the reasonable satisfaction of CITY.
Optional On-Call Provision (This provision only applies if checked and only applies to on-
call agreements.)
Services will be authorized by CITY, as needed, with a Task Order assigned and approved by
CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-
1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of
work, a specific schedule of performance and a specific compensation amount. The total price of
all Task Orders issued under this Agreement shall not exceed the amount of Compensation set
forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work
performed under an authorized Task Order and CITY may elect, but is not required, to authorize
work up to the maximum compensation amount set forth in Section 4.
Professional Services
Rev. March 31, 2015
2
SECTION 2. TERM.
The term of this Agreement shall be from the date of its full execution through unless
terminated earlier pursuant to Section 19 of this Agreement.
OR
The term of this Agreement shall be from the date of its full execution through completion of the
services in accordance with the Schedule of Performance attached at Exhibit “B” unless
terminated earlier pursuant to Section 19 of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance
of Services under this Agreement. CONSULTANT shall complete the Services within the term
of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and
made a part of this Agreement. Any Services for which times for performance are not specified
in this Agreement shall be commenced and completed by CONSULTANT in a reasonably
prompt and timely manner based upon the circumstances and direction communicated to the
CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall
not preclude recovery of damages for delay if the extension is required due to the fault of
CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services described in Exhibit “A”, including both
payment for professional services and reimbursable expenses, shall not exceed Dollars
($ ). In the event Additional Services are authorized, the total compensation for Services,
Additional Services and reimbursable expenses shall not exceed Dollars ($ ).
The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “HOURLY
RATE SCHEDULE,” which is attached to and made a part of this Agreement.
Additional Services, if any, shall be authorized in accordance with and subject to the provisions
of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services
performed without the prior written authorization of CITY. Additional Services shall mean any
work that is determined by CITY to be necessary for the proper completion of the Project, but
which is not included within the Scope of Services described at Exhibit “A”.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly
invoices to the CITY describing the services performed and the applicable charges (including an
identification of personnel who performed the services, hours worked, hourly rates, and
reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C-
1”). If applicable, the invoice shall also describe the percentage of completion of each task. The
information in CONSULTANT’s payment requests shall be subject to verification by CITY.
CONSULTANT shall send all invoices to the City’s project manager at the address specified in
Section 13 below. The City will generally process and pay invoices within thirty (30) days of
receipt.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be
performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT
represents that it possesses the professional and technical personnel necessary to perform the
Professional Services
Rev. March 31, 2015
3
Services required by this Agreement and that the personnel have sufficient skill and experience
to perform the Services assigned to them. CONSULTANT represents that it, its employees and
subconsultants, if permitted, have and shall maintain during the term of this Agreement all
licenses, permits, qualifications, insurance and approvals of whatever nature that are legally
required to perform the Services.
All of the services to be furnished by CONSULTANT under this agreement shall meet the
professional standard and quality that prevail among professionals in the same discipline and of
similar knowledge and skill engaged in related work throughout California under the same or
similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of
and in compliance with all federal, state and local laws, ordinances, regulations, and orders that
may affect in any manner the Project or the performance of the Services or those engaged to
perform Services under this Agreement. CONSULTANT shall procure all permits and licenses,
pay all charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any
and all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY
gives notice to CONSULTANT. If CONSULTANT has prepared plans and specifications or
other design documents to construct the Project, CONSULTANT shall be obligated to correct
any and all errors, omissions or ambiguities discovered prior to and during the course of
construction of the Project. This obligation shall survive termination of the Agreement.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds ten percent
(10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to
CITY for aligning the PROJECT design with the budget, incorporate CITY approved
recommendations, and revise the design to meet the Project budget, at no additional cost to
CITY.
SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in
performing the Services under this Agreement CONSULTANT, and any person employed by or
contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act
as and be an independent contractor and not an agent or employee of CITY.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not
assign or transfer any interest in this Agreement nor the performance of any of
CONSULTANT’s obligations hereunder without the prior written consent of the city manager.
Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any
assignment made without the approval of the city manager will be void.
SECTION 12. SUBCONTRACTING. Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the work
Professional Services
Rev. March 31, 2015
4
to be performed under this Agreement without the prior written authorization of the city manager
or designee.
Option B: Subcontracts Authorized: Notwithstanding Section 11 above, CITY agrees that
subconsultants may be used to complete the Services. The subconsultants authorized by CITY to
perform work on this Project are:
CONSULTANT shall be responsible for directing the work of any subconsultants and for any
compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning
compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a
subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval
of the city manager or his designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign as the
to have supervisory responsibility for the performance, progress, and execution of the
Services and as the project to represent CONSULTANT during the day-to-day work
on the Project. If circumstances cause the substitution of the project director, project coordinator,
or any other key personnel for any reason, the appointment of a substitute project director and
the assignment of any key new or replacement personnel will be subject to the prior written
approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly
remove personnel who CITY finds do not perform the Services in an acceptable manner, are
uncooperative, or present a threat to the adequate or timely completion of the Project or a threat
to the safety of persons or property.
CITY’s project manager is , Department, Division, Palo Alto, CA
94303, Telephone: . The project manager will be CONSULTANT’s point of contact with
respect to performance, progress and execution of the Services. CITY may designate an
alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including
without limitation, all writings, drawings, plans, reports, specifications, calculations, documents,
other materials and copyright interests developed under this Agreement shall be and remain the
exclusive property of CITY without restriction or limitation upon their use. CONSULTANT
agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall
be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other
intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if
any, shall make any of such materials available to any individual or organization without the
prior written approval of the City Manager or designee. CONSULTANT makes no
representation of the suitability of the work product for use in or application to circumstances not
contemplated by the scope of work.
Professional Services
Rev. March 31, 2015
5
SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time
during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records
pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and
retain such records for at least three (3) years after the expiration or earlier termination of this
Agreement.
SECTION 16. INDEMNITY.
[Option A applies to the following design professionals pursuant to Civil Code Section
2782.8: architects; landscape architects; registered professional engineers and licensed professional land surveyors.] 16.1. To the fullest extent permitted by law, CONSULTANT
shall protect, indemnify, defend and hold harmless CITY, its Council members, officers,
employees and agents (each an “Indemnified Party”) from and against any and all demands,
claims, or liability of any nature, including death or injury to any person, property damage or any
other loss, including all costs and expenses of whatever nature including attorneys fees, experts
fees, court costs and disbursements (“Claims”) that arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees,
agents or contractors under this Agreement, regardless of whether or not it is caused in part by an
Indemnified Party.
[Option B applies to any consultant who does not qualify as a design professional as defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law,
CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members,
officers, employees and agents (each an “Indemnified Party”) from and against any and all
demands, claims, or liability of any nature, including death or injury to any person, property
damage or any other loss, including all costs and expenses of whatever nature including
attorneys fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out
of or in any manner related to performance or nonperformance by CONSULTANT, its officers,
employees, agents or contractors under this Agreement, regardless of whether or not it is caused
in part by an Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed
to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the
active negligence, sole negligence or willful misconduct of an Indemnified Party.
16.3. The acceptance of CONSULTANT’s services and duties by CITY shall
not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall
survive the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any
covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance
or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions,
ordinance or law, or of any subsequent breach or violation of the same or of any other term,
covenant, condition, provision, ordinance or law.
SECTION 18. INSURANCE.
Professional Services
Rev. March 31, 2015
6
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in
full force and effect during the term of this Agreement, the insurance coverage described in
Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement
naming CITY as an additional insured under any general liability or automobile policy or
policies.
18.2. All insurance coverage required hereunder shall be provided through
carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or
authorized to transact insurance business in the State of California. Any and all contractors of
CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in
full force and effect during the term of this Agreement, identical insurance coverage, naming
CITY as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY
concurrently with the execution of this Agreement. The certificates will be subject to the
approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is
primary coverage and will not be canceled, or materially reduced in coverage or limits, by the
insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of
the cancellation or modification. If the insurer cancels or modifies the insurance and provides
less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the
Purchasing Manager written notice of the cancellation or modification within two (2) business
days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for
ensuring that current certificates evidencing the insurance are provided to CITY’s Chief
Procurement Officer during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be
construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification
provisions of this Agreement. Notwithstanding the policy or policies of insurance,
CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss
caused by or directly arising as a result of the Services performed under this Agreement,
including such damage, injury, or loss arising after the Agreement is terminated or the term has
expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole
or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior
written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will
immediately discontinue its performance of the Services.
19.2. CONSULTANT may terminate this Agreement or suspend its
performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but
only in the event of a substantial failure of performance by CITY.
19.3. Upon such suspension or termination, CONSULTANT shall deliver to the
City Manager immediately any and all copies of studies, sketches, drawings, computations, and
other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or
Professional Services
Rev. March 31, 2015
7
given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such
materials will become the property of CITY.
19.4. Upon such suspension or termination by CITY, CONSULTANT will be
paid for the Services rendered or materials delivered to CITY in accordance with the scope of
services on or before the effective date (i.e., 10 days after giving notice) of suspension or
termination; provided, however, if this Agreement is suspended or terminated on account of a
default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that
portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such
determination may be made by the City Manager acting in the reasonable exercise of his/her
discretion. The following Sections will survive any expiration or termination of this Agreement:
14, 15, 16, 19.4, 20, and 25.
19.5. No payment, partial payment, acceptance, or partial acceptance by CITY
will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the project director
at the address of CONSULTANT recited above
SECTION 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULTANT covenants that it presently
has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which
would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this
Agreement, it will not employ subconsultants, contractors or persons having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this
Agreement is an officer or employee of CITY; this provision will be interpreted in accordance
with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the
State of California.
21.3. If the Project Manager determines that CONSULTANT is a “Consultant”
as that term is defined by the Regulations of the Fair Political Practices Commission,
CONSULTANT shall be required and agrees to file the appropriate financial disclosure
City of Palo Alto
Attachment D SAMPLE TABLE FORMAT
QUALIFICATIONS OF FIRM RELATIVE TO CITY’S NEEDS
Project Name
Client
Description of work performed
Total Project Cost
Percentage of work firm as responsible for
Period work was completed
Client contact information*
Did your firm meet the project schedule (Circle one) : Yes No
Give a brief statement of the firm’s adherence to the schedule and budget for the project:
Did your firm meet the project schedule (Circle one) : Yes No
Give a brief statement of the firm’s adherence to the schedule and budget for the project:
Did your firm meet the project schedule (Circle one) : Yes No
Give a brief statement of the firm’s adherence to the schedule and budget for the project:
Did your firm meet the project schedule (Circle one) : Yes No
Give a brief statement of the firm’s adherence to the schedule and budget for the project:
*Include name, title and phone number.
Attachment E
SAMPLE COST PROPOSAL FORMAT – RFP
(The City is looking for a submittal in this format – content should match cost for scope of services required)
Scope Labor Categories (e.g., Consultant, Sr. Consultant, etc.)
Est. Hours
Hourly Rate
Extended Rate
Task 1
$ $
$ $
$ $
TOTAL NOT TO EXCEED, TASK 1
$
$
Task 2
$ $
$ $
$ $
TOTAL NOT TO EXCEED, TASK 2
$
$
Task 3
$ $
$ $
$ $
TOTAL NOT TO EXCEED, TASK 3
$
$
TOTAL NOT TO EXCEED
(TASKS 1 – 3)
$
$
Attachment “F”
INSURANCE REQUIREMENTS
Rev. 11/07
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT
OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY
COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR 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 OCCURRENCE AGGREGATE
YES YES
WORKER’S COMPENSATION 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.
$1,000,000
$1,000,000 $1,000,000
$1,000,000
$1,000,000 $1,000,000
YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000
$1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000
PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000
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 PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND
B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.
C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.
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.
B. CROSS LIABILITY
Attachment “F”
INSURANCE REQUIREMENTS
Rev. 11/07
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
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
NOTICES SHALL BE MAILED TO:
PURCHASING AND
CONTRACT ADMINISTRATION
CITY OF PALO ALTO
P.O. BOX 10250
PALO ALTO, CA 94303.
Professional Services
Rev. March 31, 2015
1
CITY OF PALO ALTO CONTRACT NO. C16160578
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND
PUBLIC SAFETY INNOVATION INC. FOR PROFESSIONAL SERVICES
This Agreement is entered into on this 29TH day of February, 2016,
(“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal
corporation (“CITY”), and PUBLIC SAFETY INNOVATION, INC., a California S-
corporation, located at 9910 Horn Road Suite 1, Sacramento, CA 95827 ("CONSULTANT").
RECITALS
The following recitals are a substantive portion of this Agreement.
A. CITY intends to provide a critical emergency response (Command, Control, Computer,
Communications) C4I system (“Project”) and desires to engage a consultant to provide the C4I
system in connection with the Project (“Services”).
B. CONSULTANT has represented that it has the necessary professional expertise,
qualifications, and capability, and all required licenses and/or certifications to provide the
Services.
C. CITY in reliance on these representations desires to engage CONSULTANT to provide
the Services as more fully described in Exhibit “A”, attached to and made a part of this
Agreement.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions,
in this Agreement, the parties agree:
AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at
Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The
performance of all Services shall be to the reasonable satisfaction of CITY.
SECTION 2. TERM.
The term of this Agreement shall be from the date of its full execution through completion of the
services in accordance with the Schedule of Performance attached at Exhibit “B” unless
terminated earlier pursuant to Section 19 of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance
of Services under this Agreement. CONSULTANT shall complete the Services within the term
of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and
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2
made a part of this Agreement. Any Services for which times for performance are not specified
in this Agreement shall be commenced and completed by CONSULTANT in a reasonably
prompt and timely manner based upon the circumstances and direction communicated to the
CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall
not preclude recovery of damages for delay if the extension is required due to the fault of
CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services described in Exhibit “A”, including both
payment for professional services and reimbursable expenses, shall not exceed Fifty Thousand
Dollars per year ($50,000 per year) for a total of five years and shall not exceed Two Hundred
Fifty Thousand Dollars ($250,000). The applicable rates and schedule of payment are set out at
Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is attached to and made a part of
this Agreement.
Additional Services, if any, shall be authorized in accordance with and subject to the provisions
of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services
performed without the prior written authorization of CITY. Additional Services shall mean any
work that is determined by CITY to be necessary for the proper completion of the Project, but
which is not included within the Scope of Services described at Exhibit “A”.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly
invoices to the CITY describing the services performed and the applicable charges (including an
identification of personnel who performed the services, hours worked, hourly rates, and
reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C-
1”). If applicable, the invoice shall also describe the percentage of completion of each task. The
information in CONSULTANT’s payment requests shall be subject to verification by CITY.
CONSULTANT shall send all invoices to the City’s project manager at the address specified in
Section 13 below. The City will generally process and pay invoices within thirty (30) days of
receipt.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be
performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT
represents that it possesses the professional and technical personnel necessary to perform the
Services required by this Agreement and that the personnel have sufficient skill and experience
to perform the Services assigned to them. CONSULTANT represents that it, its employees and
subconsultants, if permitted, have and shall maintain during the term of this Agreement all
licenses, permits, qualifications, insurance and approvals of whatever nature that are legally
required to perform the Services.
All of the services to be furnished by CONSULTANT under this agreement shall meet the
professional standard and quality that prevail among professionals in the same discipline and of
similar knowledge and skill engaged in related work throughout California under the same or
similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of
and in compliance with all federal, state and local laws, ordinances, regulations, and orders that
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Professional Services
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3
may affect in any manner the Project or the performance of the Services or those engaged to
perform Services under this Agreement. CONSULTANT shall procure all permits and licenses,
pay all charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any
and all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY
gives notice to CONSULTANT. If CONSULTANT has prepared plans and specifications or
other design documents to construct the Project, CONSULTANT shall be obligated to correct
any and all errors, omissions or ambiguities discovered prior to and during the course of
construction of the Project. This obligation shall survive termination of the Agreement.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds ten percent
(10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to
CITY for aligning the PROJECT design with the budget, incorporate CITY approved
recommendations, and revise the design to meet the Project budget, at no additional cost to
CITY.
SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in
performing the Services under this Agreement CONSULTANT, and any person employed by or
contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act
as and be an independent contractor and not an agent or employee of CITY.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not
assign or transfer any interest in this Agreement nor the performance of any of
CONSULTANT’s obligations hereunder without the prior written consent of the city manager.
Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any
assignment made without the approval of the city manager will be void.
SECTION 12. SUBCONTRACTING.
CONSULTANT shall not subcontract any portion of the work to be performed under this
Agreement without the prior written authorization of the city manager or designee.
CONSULTANT shall be responsible for directing the work of any subconsultants and for any
compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning
compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a
subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval
of the city manager or his designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Chuck Schuler
as the Project Supervisor to have supervisory responsibility for the performance, progress, and
execution of the Services to represent CONSULTANT during the day-to-day work on the
Project. If circumstances cause the substitution of the project director, project coordinator, or any
other key personnel for any reason, the appointment of a substitute project director and the
assignment of any key new or replacement personnel will be subject to the prior written approval
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Professional Services
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of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove
personnel who CITY finds do not perform the Services in an acceptable manner, are
uncooperative, or present a threat to the adequate or timely completion of the Project or a threat
to the safety of persons or property.
CITY’s project manager is Nathan Rainey, Office of Emergency Services, 250 Hamilton
Avenue, Palo Alto, CA 94303, Telephone: (650)617-3197. The project manager will be
CONSULTANT’s point of contact with respect to performance, progress and execution of the
Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including
without limitation, all writings, drawings, plans, reports, specifications, calculations, documents,
other materials and copyright interests developed under this Agreement shall be and remain the
exclusive property of CITY without restriction or limitation upon their use. CONSULTANT
agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall
be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other
intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if
any, shall make any of such materials available to any individual or organization without the
prior written approval of the City Manager or designee. CONSULTANT makes no
representation of the suitability of the work product for use in or application to circumstances not
contemplated by the scope of work.
SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time
during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records
pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and
retain such records for at least three (3) years after the expiration or earlier termination of this
Agreement.
SECTION 16. INDEMNITY.
16.1. To the fullest extent permitted by law, CONSULTANT shall protect,
indemnify, defend and hold harmless CITY, its Council members, officers, employees and
agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability
of any nature, including death or injury to any person, property damage or any other loss,
including all costs and expenses of whatever nature including attorneys fees, experts fees, court
costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to
performance or nonperformance by CONSULTANT, its officers, employees, agents or
contractors under this Agreement, regardless of whether or not it is caused in part by an
Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed
to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the
active negligence, sole negligence or willful misconduct of an Indemnified Party.
16.3. The acceptance of CONSULTANT’s services and duties by CITY shall
not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall
survive the expiration or early termination of this Agreement.
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Professional Services
Rev. March 31, 2015
SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any
covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance
or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions,
ordinance or law, or of any subsequent breach or violation of the same or of any other term,
covenant, condition, provision, ordinance or law.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in
full force and effect during the term of this Agreement, the insurance coverage described in
Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement
naming CITY as an additional insured under any general liability or automobile policy or
policies.
18.2. All insurance coverage required hereunder shall be provided through
carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or
authorized to transact insurance business in the State of California. Any and all contractors of
CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in
full force and effect during the term of this Agreement, identical insurance coverage, naming
CITY as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY
concurrently with the execution of this Agreement. The certificates will be subject to the
approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is
primary coverage and will not be canceled, or materially reduced in coverage or limits, by the
insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of
the cancellation or modification. If the insurer cancels or modifies the insurance and provides
less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the
Purchasing Manager written notice of the cancellation or modification within two (2) business
days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for
ensuring that current certificates evidencing the insurance are provided to CITY’s Chief
Procurement Officer during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be
construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification
provisions of this Agreement. Notwithstanding the policy or policies of insurance,
CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss
caused by or directly arising as a result of the Services performed under this Agreement,
including such damage, injury, or loss arising after the Agreement is terminated or the term has
expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole
or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior
written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will
immediately discontinue its performance of the Services.
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Professional Services
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19.2. CONSULTANT may terminate this Agreement or suspend its
performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but
only in the event of a substantial failure of performance by CITY.
19.3. Upon such suspension or termination, CONSULTANT shall deliver to the
City Manager immediately any and all copies of studies, sketches, drawings, computations, and
other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or
given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such
materials will become the property of CITY.
19.4. Upon such suspension or termination by CITY, CONSULTANT will be
paid for the Services rendered or materials delivered to CITY in accordance with the scope of
services on or before the effective date (i.e., 10 days after giving notice) of suspension or
termination; provided, however, if this Agreement is suspended or terminated on account of a
default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that
portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such
determination may be made by the City Manager acting in the reasonable exercise of his/her
discretion. The following Sections will survive any expiration or termination of this Agreement:
14, 15, 16, 19.4, 20, and 25.
19.5. No payment, partial payment, acceptance, or partial acceptance by CITY
will operate as a waiver on the part of CITY of any of its rights under this Agreement.
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the project director
at the address of CONSULTANT recited above
SECTION 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULTANT covenants that it presently
has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which
would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this
Agreement, it will not employ subconsultants, contractors or persons having such an interest.
DocuSign Envelope ID: 38F3D965-27BA-45E1-8ED6-7BAEA112C9CE
Professional Services
Rev. March 31, 2015
CONSULTANT certifies that no person who has or will have any financial interest under this
Agreement is an officer or employee of CITY; this provision will be interpreted in accordance
with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the
State of California.
21.3. If the Project Manager determines that CONSULTANT is a “Consultant”
as that term is defined by the Regulations of the Fair Political Practices Commission,
CONSULTANT shall be required and agrees to file the appropriate financial disclosure
documents required by the Palo Alto Municipal Code and the Political Reform Act.
SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section
2.30.510, CONSULTANT certifies that in the performance of this 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. CONSULTANT acknowledges that it has read
and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to
Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all
requirements of Section 2.30.510 pertaining to nondiscrimination in employment.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally
Preferred Purchasing policies which are available at CITY’s Purchasing Department,
incorporated by reference and may be amended from time to time. CONSULTANT shall comply
with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste
Program. Zero Waste best practices include first minimizing and reducing waste; second,
reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall
comply with the following zero waste requirements:
• All printed materials provided by CCONSULTANT to CITY generated from a
personal computer and printer including but not limited to, proposals, quotes,
invoices, reports, and public education materials, shall be double-sided and
printed on a minimum of 30% or greater post-consumer content paper, unless
otherwise approved by CITY’s Project Manager. Any submitted materials printed
by a professional printing company shall be a minimum of 30% or greater post-
consumer material and printed with vegetable based inks.
• Goods purchased by CONSULTANT on behalf of CITY shall be purchased in
accordance with CITY’s Environmental Purchasing Policy including but not
limited to Extended Producer Responsibility requirements for products and
packaging. A copy of this policy is on file at the Purchasing Division’s office.
• Reusable/returnable pallets shall be taken back by CONSULTANT, at no
additional cost to CITY, for reuse or recycling. CONSULTANT shall provide
documentation from the facility accepting the pallets to verify that pallets are not
being disposed. SECTION 24. NON-APPROPRIATION
24.1. This Agreement is subject to the fiscal provisions of the Charter of the
City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any
DocuSign Envelope ID: 38F3D965-27BA-45E1-8ED6-7BAEA112C9CE
Professional Services
Rev. March 31, 2015
penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the
following fiscal year, or (b) at any time within a fiscal year in the event that funds are only
appropriated for a portion of the fiscal year and funds for this Agreement are no longer available.
This section shall take precedence in the event of a conflict with any other covenant, term,
condition, or provision of this Agreement.
SECTION 25. MISCELLANEOUS PROVISIONS.
25.1. This Agreement will be governed by the laws of the State of California.
25.2. In the event that an action is brought, the parties agree that trial of such
action will be vested exclusively in the state courts of California in the County of Santa Clara,
State of California.
25.3. The prevailing party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorneys' fees expended in connection with that
action. The prevailing party shall be entitled to recover an amount equal to the fair market value
of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third
parties.
25.4. This document represents the entire and integrated agreement between the
parties and supersedes all prior negotiations, representations, and contracts, either written or oral.
This document may be amended only by a written instrument, which is signed by the parties.
25.5. The covenants, terms, conditions and provisions of this Agreement will
apply to, and will bind, the heirs, successors, executors, administrators, assignees, and
consultants of the parties.
25.6. If a court of competent jurisdiction finds or rules that any provision of this
Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this
Agreement and any amendments thereto will remain in full force and effect.
25.7. All exhibits referred to in this Agreement and any addenda, appendices,
attachments, and schedules to this Agreement which, from time to time, may be referred to in
any duly executed amendment hereto are by such reference incorporated in this Agreement and
will be deemed to be a part of this Agreement.
25.8 If, pursuant to this contract with CONSULTANT, CITY shares with
CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d)
about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable
and appropriate security procedures to protect that Personal Information, and shall inform City
immediately upon learning that there has been a breach in the security of the system or in the
security of the Personal Information. CONSULTANT shall not use Personal Information for
direct marketing purposes without City’s express written consent.
25.9 All unchecked boxes do not apply to this agreement.
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Professional Services
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25.10 The individuals executing this Agreement represent and warrant that they
have the legal capacity and authority to do so on behalf of their respective legal entities.
25.11 This Agreement may be signed in multiple counterparts, which shall, when
executed by all the parties, constitute a single binding agreement
IN WITNESS WHEREOF, the parties hereto have by their duly authorized
representatives executed this Agreement on the date first above written.
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
__________________________
Senior Deputy City Attorney
PUBLIC SAFETY INNOVATION, INC.
By:___________________________
Name:_________________________
Title:________________________
Attachments:
EXHIBIT “A”: SCOPE OF WORK
EXHIBIT “B”: SCHEDULE OF PERFORMANCE
EXHIBIT “C”: COMPENSATION
EXHIBIT “C-1”: SCHEDULE OF RATES
EXHIBIT “D”: INSURANCE REQUIREMENTS
DocuSign Envelope ID: 38F3D965-27BA-45E1-8ED6-7BAEA112C9CE
President / CEO
Chuck Schuler
Professional Services
Rev. March 31, 2015
EXHIBIT “A” SCOPE OF SERVICES
The major categories of work are divided into the tasks below. All work requested via task
orders issued by OES will fall within one or more of these requirements. Deliverables will be
defined through task orders on an ad hoc basis.
Task 1. Program and Systems Assessment. Contractor will complete an assessment of current
systems, capabilities, and status within 30 days of contract start date in conjunction with Office
of Emergency Services Staff.
Task 2. Systems Engineering. Contractor will assist OES in developing designs and plans for
communications capabilities: radio, antenna, network, software, equipment for the Emergency
Operations Center & mobile and portable platforms.
Task 3. Network Administration. (Technical Services)
a. Contractor will conduct routine maintenance of Sytech client and server software when
requested requested by City.
b. Contractor will work with Palo Alto Police Department Technical Services Division to
establish and maintain network connections, VPN, and other secure data feeds.
c. Contractor will work with Palo Alto Police Department Technical Services Division and
Information Technology Department to establish and maintain hardware and software servers
and clients. This includes servers, computers, smart phones, and other devices that may be in use
by the City of Palo Alto.
d. Contractor will support public safety deployments of fixed and portable camera, sensor and
video systems.
Task 4. Radio Installation, Maintenance, Programming
a. Engineer and design interoperability systems for radio installations and antenna
configurations.
b. Program, configure and test radios or radio interoperability systems.
c. Install, mount and modify radios or radio interoperability systems. 5. Vehicle Installations
a. Contractor will install emergency vehicle equipment applications such as computer mobile
data installations, light bars, warning controllers, strobe accessories, push bumpers, etc.
b. Contractor will install / upgrade / maintain high-current DC electronics, power management,
solar and other alternative energy generation systems in command vehicles mentioned in RFP.
6. EOC Deployments / General Staff Support
a. Consultant will serve on an incident command staff or emergency operations staff as
Communications Leader (COM-L) or Communications Technician (COM-T) on an “on-call”
basis or in support of pre-planned events. Capable of checking-in within three hours.
b. Consultant will drive and put into operation Mobile EOC in a support staff role for emergency
call outs or for pre-planned events.
DocuSign Envelope ID: 38F3D965-27BA-45E1-8ED6-7BAEA112C9CE
Professional Services
Rev. March 31, 2015
7. Consulting Support
a. Consultant will, upon request, develop technical specifications and scopes of work in
accordance with technical expertise.
b. Consultant will, upon request, review documentation, professional input and guidance for
RFP documents, bid review, design, or similar.
8. Documentation and Training
a. Consultant will develop appropriate documentation and training to designated City Staff on
network, computing, and radio systems (RIOS, Networks, Video, Radio).
DocuSign Envelope ID: 38F3D965-27BA-45E1-8ED6-7BAEA112C9CE
Professional Services
Rev. March 31, 2015
EXHIBIT “B” SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each milestone within the number
of days/weeks specified below. The time to complete each milestone may be increased or
decreased by mutual written agreement of the project managers for CONSULTANT and CITY
so long as all work is completed within the term of the Agreement. CONSULTANT shall
provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt
of the notice to proceed.
Milestones Completion
No. of Days/Weeks
From NTP
Task 1. Program and Systems Assessment 30 DAYS Task 2. Systems Engineering ON-CALL
Task 3. Network Administration (Technical Services) ON-CALL
Task 4. Radio Installation, Maintenance, Programming ON-CALL
.
5. Vehicle Installations ON - CALL
6. EOC Deployments / General Staff Support ON-CALL
7. Consulting Support ON-CALL
8. Documentation and Training ON-CALL
.
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Professional Services
Rev. March 31, 2015
16
EXHIBIT “C” COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services performed
in accordance with the terms and conditions of this Agreement based on the hourly rate
schedule attached as Exhibit C-1.
The compensation to be paid to CONSULTANT under this Agreement for all services
described in Exhibit “A” (“Services”) and reimbursable expenses shall not exceed $50,000
per year for a total not to exceed amount of $250,000. CONSULTANT agrees to complete
all Services, including reimbursable expenses, within this amount. Any work performed
or expenses incurred for which payment would result in a total exceeding the maximum
amount of compensation set forth herein shall be at no cost to the CITY.
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing,
photocopying, in-house printing, insurance and other ordinary business expenses are
included within the scope of payment for services and are not reimbursable expenses.
CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost.
Expenses for which CONSULTANT shall be reimbursed are:
A. Travel outside the San Francisco Bay area, including transportation and meals, will be
reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of
travel and meal expenses for City of Palo Alto employees.
B. Long distance telephone service charges, cellular phone service charges, facsimile
transmission and postage charges are reimbursable at actual cost.
All requests for payment of expenses shall be accompanied by appropriate backup
information. Any expense anticipated to be more than $100 shall be approved in advance
by the CITY’s project manager.
DocuSign Envelope ID: 38F3D965-27BA-45E1-8ED6-7BAEA112C9CE
Professional Services
Rev. March 31, 2015
EXHIBIT “C-1” HOURLY RATE SCHEDULE
Installation Engineer $85 / hour
Technical Services $128 / hour Deployments $128 / hour
Travel Time $64 / hour
Reimbursable Expenses $140 / per provider / day Consultation / Engineering Services $250 / hour
DocuSign Envelope ID: 38F3D965-27BA-45E1-8ED6-7BAEA112C9CE
Professional Services
Rev. March 31, 2015
EXHIBIT “D” INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:
REQUIRE
D TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES YES
WORKER’S COMPENSATION
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.
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES AUTOMOBILE LIABILITY, INCLUDING
ALL OWNED, HIRED, NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
PROFESSIONAL LIABILITY, INCLUDING,
ERRORS AND OMISSIONS,
MALPRACTICE (WHEN APPLICABLE),
AND NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000 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 PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN
COVERAGE OR OF COVERAGE CANCELLATION; AND
B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.
C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL.
II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.
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.
B. CROSS LIABILITY
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Professional Services
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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
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON
OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL
PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE
EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-
PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A
TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
NOTICES SHALL BE MAILED TO:
PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303
DocuSign Envelope ID: 38F3D965-27BA-45E1-8ED6-7BAEA112C9CE
DocuSign Envelope ID: 38F3D965-27BA-45E1-8ED6-7BAEA112C9CE
DocuSign Envelope ID: 38F3D965-27BA-45E1-8ED6-7BAEA112C9CE
CITY OF PALO ALTO OFFICE OF THE PLANNING AND
COMMUNITY ENVIRONMENT
March 21, 2016
The Honorable City Council
Palo Alto, California
SECOND READING: Adoption of an Ordinance Amending the Palo Alto
Municipal Code Regulations Related to Hazardous Materials use,
Storage and Handling in the Office, Research and Manufacturing
Zoning Districts and Nonconforming Uses and Facilities (FIRST
READING: February 28, 2016 PASSED: 9-0); SECOND READING:
Adoption of an Ordinance Regarding Amortization of Nonconforming
Uses at Communications & Power Industries LLC (CPI) Located at 607-
811 Hansen Way (FIRST READING: February 28, 2016 PASSED: 9-0); and
Related Terms of Agreement Between the City and CPI.
Recommendation
Staff recommends that the City Council adopt the two ordinances in Attachment A and
Attachment B on second reading, and authorize the City Manager to execute a settlement
agreement with Communication & Power Industries, LLC (CPI) with terms substantially similar
to those in Attachment C.
[NOTE: This staff report and attachments were not available for transmittal on March 10, 2016
and are being provided as a late packet for the meeting of March 21, 2016.]
Background
On February 29, 2016, the City Council considered and adopted (first reading) an ordinance
amending sections of the Zoning Code regulating the City’s industrial districts, and making
conforming amendments to the Fire Code. The ordinance:
Defines three “tiers” of hazardous materials users;
Defines a list of “sensitive receptors;”
Prohibits Tier 3 Hazardous Materials Uses;
Establishes a minimum distance between Tier 2 Hazardous Materials Uses and sensitive
receptors; and
Modifies provisions related to the time necessary to amortize non-conforming uses,
providing for the use of site-specific amortization studies.
10
Page 2
At the same time, the City Council considered and adopted (first reading) an ordinance
amending Section 18.70.070 of the Zoning Code to provide for amortization of Tier 2 Hazardous
Materials Uses at CPI based on two amortization studies prepared in 2011/12. The ordinance:
Requires the plating shop use at CPI to be relocated at least 300 feet from sensitive
receptors by December 31, 2026;
Provides CPI with an incentive of five additional years (to December 31, 2031) if they
agree to terminate the plating shop use rather than relocating it on site, provided that
CPI and the City enter into an enforceable agreement; and
Requires other Tier 2 Hazardous Materials Uses at CPI to terminate or move 300 feet
from sensitive receptors by December 31, 2052.
In their prior discussions and in considering adoption of the second ordinance, the City Council
encouraged staff to work with representatives of CPI and Barron Park neighbors to see if a
settlement agreement could be reached to avoid litigation and provide a measure of certainty
to all concerned. Since February 29, 2016, staff has continued to meet with those involved, and
believes there is general agreement on the terms included as Attachment C.
If adopted by the City Council, the City Manager and City Attorney would be authorized to
execute a standard form settlement agreement that includes a broad agreement not to initiate
or maintain litigation over either ordinance or any matter arising from or related to the
ordinances. The settlement terms at Attachment C would be a part of that agreement.
Timeline
Both ordinances proposed for adoption (on second reading) would become effective on the 31st
day following their adoption. The ordinance included as Attachment B includes a provision that
would only be operable if the City and CPI enter into an enforceable agreement before the
effective date of the ordinance.
Environmental Review
The proposed ordinances and agreement are categorically exempt from review under Section
15308 (Class 8, Actions for Protection of the Environment) of the State Guidelines for the
California Environmental Quality Act (CEQA). The agreement is also covered by the general rule
in CEQA Guidelines Section 15061(b)3 that CEQA only applies where there is the potential for
causing a significant effect on the environment.
ATTACHMENTS:
Attachment A: Hazardous Materials Ordinance (PDF)
Attachment B: Amortization Ordinance (PDF)
Attachment C: Terms of Agreement (DOCX)
Page 3
Department Head: Hillary Gitelman, Director
Page 4
NOT YET APPROVED
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Ordinance No. _____ Ordinance of the Council of the City of Palo Alto Amending Zoning Regulations related to Hazardous Materials Use, Storage, and Handling in the Office, Research, and Manufacturing Zoning Districts
The Council of the City of Palo Alto does ORDAIN as follows:
SECTION 1. Findings and Declarations. The City Council finds and declares as follows:
A. The City of Palo Alto is committed to ensuring the quality of life, including public
health, safety, and welfare, of its residential neighborhoods, as evidenced by Goal L-3 of the
City’s Comprehensive Plan, which calls for the protection and enhancement of safe, attractive
residential neighborhoods.
B. There are businesses within the City that because of the types and quantities of
hazardous materials used, handled, and/or stored onsite may pose offsite health, safety, and
welfare effects.
C. In 2007, the City Council amended the Palo Alto Municipal Code to prohibit uses
that have acutely hazardous materials above thresholds identified in Title 19 of the California
Code of Regulations within 300 feet of residential zoned properties or existing residential
properties within a non-residential zone. There are currently no such uses within Palo Alto,
however the City is concerned that new such uses could present a risk regardless of their
distance from residential uses.
D. The City is also concerned that there may be uses within the City, both at this
time and potentially in the future, which involve hazardous materials that do not exceed
thresholds identified in Title 19, but that nonetheless may present a risk of offsite health, safety
and welfare effects, particularly if they are located within proximity to land uses such as
residences, schools, daycare centers, elder care facilities and similar uses whose occupants may
be more susceptible than the general population to the adverse effects of exposure to toxic
chemicals and other pollutants.
E. On October 6, 2014, the City Council discussed issues associated with
Communication & Power Industries, LLC (CPI), which is located in the Stanford Research Park
but is immediately adjacent to a residential neighborhood. The Council directed staff to
prepare an ordinance that would identify appropriate hazardous materials thresholds,
considering the spectrum of businesses, facilities, and buildings in the City, and possibly
establish tiers for the facilities covered that take into account the quantities and types of
hazardous materials used, handled, and/or stored onsite and their proximity to land uses that
could experience health effects if an accidental release of hazardous materials were to occur
and travel off site.
Attachment A
NOT YET APPROVED
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F. The California Health and Safety Code at Division 20, Chapter 6.95 identifies
threshold quantities of hazardous materials (referred to as “CUPA thresholds”) above which
businesses are required to prepare Hazardous Materials Business Plans. Hazardous Materials
Business Plans, among other things, must include an inventory of hazardous materials onsite
and an emergency response plan that identifies the steps, actions, and communications to be
performed in the event of an accidental release. The State Legislature recognizes that “the
information provided by business and area plans is necessary in order to prevent or mitigate
the damage to the health and safety of persons and the environment from the release or
threatened release of hazardous materials into the workplace and environment.”
G. A subset of the uses subject to the requirements of Health and Safety Code
Division 20, Chapter 6.95 are considered to involve acutely hazardous materials that may result
in health effects upon an accidental release. These include those defined as toxic or highly
toxic by the California Fire Code Chapter 2.
H. Establishing a minimum distance between these hazardous materials users in
the City’s industrial zoning districts and sensitive receptors will be protective of public health,
safety and welfare by preventing new uses of this type from locating within proximity of
existing sensitive receptors, and by preventing new sensitive receptors within industrial zoning
districts, when they would be within proximity of these hazardous materials uses.
I. Similarly, preventing establishment of new uses using these hazardous materials
above thresholds defined in Title 19 of the California Code of Regulations will be protective of
public health, safety and welfare by eliminating the risk of exposure due to accidental releases
from these uses.
J. Existing uses and sensitive receptors within industrial zoning districts that do not
comply with this ordinance would become legal and non-conforming uses. Those uses would be
prevented from expanding or intensifying and could be subject to termination through
amortization.
SECTION 2. Section 18.04.030 (Definitions) of Chapter 18.04 (Definitions) of the
Palo Alto Municipal Code is hereby amended to read as follows:
(a)
. . .
(66) Hazardous Materials.
(A) “Hazardous Materials Tier” means a manufacturing or processing use that utilizes,
handles, and/or stores particular types and quantities of hazardous materials as
follows:
(i) “Tier 1” means uses with quantities of hazardous materials that are not
defined as Toxic or Highly Toxic hazardous materials and that are both above
NOT YET APPROVED
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the threshold quantities in Health and Safety Code Division 20, Chapter 6.95
and below the Title 19 thresholds of the California Code of Regulations.
(ii) “Tier 2” means uses with quantities of Toxic or Highly Toxic hazardous
materials that are both above the threshold quantities in Health and Safety
Code Division 20, Chapter 6.95 and below the Title 19 thresholds of the
California Code of Regulations.
(iii) “Tier 3” means uses with quantities of hazardous materials above the Title 19
thresholds of the California Code of Regulations.
(B) “Toxic and Highly Toxic hazardous materials” means substances defined in the
California Fire Code Chapter 2, as amended, and as adopted and amended by Title
17 of the City Municipal Code, and subject to requirements of ‘High-hazard Group H-
4’ of the State Building Code, as buildings that use, handle, or store hazardous
materials that are considered health hazards.
. . .
(127.7) “Sensitive Receptors” means land uses such as residences, schools, daycare
centers and homes, homes for the elderly, convalescent homes and similar uses whose
occupants may be more susceptible than the general population to the adverse effects
of exposure to toxic chemicals and other pollutants.
. . .
SECTION 3. Section 18.20.030 (Land Uses), Table 1 (Industrial/Manufacturing District Land Uses) of Chapter 18.20 (Office, Research, and Manufacturing [MOR, ROLM, RP and GM] Districts) of the Palo Alto Municipal Code is hereby amended to read as follows: (a) Permitted and Conditionally Permitted Land Uses Table 1 lists the land uses permitted or conditionally permitted in the industrial and manufacturing districts.
Table 1
Industrial/Manufacturing District Land Uses
[P = Permitted Use CUP = Conditional Use Permit Required]
MOR ROLM
ROLM(E) RP RP(5) GM
Subject to
regulations in
Chapter:
ACCESSORY AND SUPPORT USES
Accessory facilities and P P P P Chs. 18.40, 18.42
NOT YET APPROVED
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activities customarily
associated with or
essential to permitted
uses, and operated
incidental to the
principal use.
Automatic Teller
Machines P P P P 18.20.030(d)
Home Occupations,
when accessory to
permitted residential
uses.
P P P P Chs. 18.40, 18.42
EDUCATIONAL, RELIGIOUS, AND ASSEMBLY USES
Business and Trade
Schools P
Religious Institutions P P P
Colleges and
Universities P P P
Private Clubs, Lodges,
or Fraternal
Organizations
CUP CUP CUP CUP
Private Schools (K-12) CUP CUP CUP CUP
HEALTH CARE SERVICES
Ambulance Services CUP Convalescent Facilities CUP CUP CUP CUP 18.23.100(B)
Medical Office P CUP CUP Medical Research P P P 18.20.030(c)
Medical Support Retail P 18.20.030(b)
Medical Support
Services P 18.20.030(b)
MANUFACTURING AND PROCESSING USES
Manufacturing P P P 18.23.100(B)
Recycling Centers CUP CUP CUP
Research and
Development CUP P P P 18.23.100(B)
Warehousing and P P P
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Distribution
OFFICE USES
Administrative Office
Services P P CUP
Financial Services CUP CUP
Professional and
General Business Office P P
PUBLIC/QUASI-PUBLIC USES
Service and Equipment
Yards P
Utility Facilities CUP
Utility Facilities
essential to provision of
utility services but
excluding
construction/storage
yards, maintenance
facilities, or corporation
yards
CUP CUP CUP
RECREATION USES
Commercial Recreation CUP CUP CUP
Neighborhood
Recreational Centers CUP
RESIDENTIAL USES
Single-Family Not permitted 18.20.040(b) Two-Family Not permitted
Multiple-Family CUP CUP CUP
Residential Care Homes P CUP P CUP P CUP 18.23.100(B)
RETAIL USES
Eating and Drinking
Services, excluding
drive-in and take-out
services CUP CUP CUP
Retail Services CUP CUP CUP SERVICE USES
Animal Care, excluding P
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boarding and kennels
Boarding and Kennels CUP Day Care Centers P CUP P CUP P CUP 18.23.100(B)
Emergency Shelters
for the Homeless P (ROLM(E) 18.20.030(d)
Family Day Care
Homes
Small Family Day Care P CUP P CUP P CUP P 18.23.100(B)
Large Family Day Care P CUP P CUP P CUP P 18.23.100(B)
General Business
Services P
Lodging
Hotels providing not
more than 10% of
rooms with kitchens
CUP
Mortuaries and
Funeral Homes P
Personal Services CUP CUP CUP
Vehicle Services
Automobile Service
Stations, subject to
site and design review
in accord with the
provisions of Chapter
18.30(G)
CUP CUP
Automotive Services CUP
Off-site new vehicle
storage for auto
dealerships located in
Palo Alto CUP CUP
TEMPORARY USES
Temporary Parking
Facilities, provided
that such facilities
shall remain no more
than five years
CUP CUP CUP CUP
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TRANSPORTATION USES
Passenger
Transportation
Terminals CUP
SECTION 4. Subsections (b) and (c) of Section 18.20.040 (Site Development Standards) of Chapter 18.20 (Office, Research, and Manufacturing [MOR, ROLM, RP and GM] Districts) of the Palo Alto Municipal Code is hereby amended to read as follows: . . .
(b) Development Standards for Exclusively Residential Uses
Residential uses shall be permitted in the MOR, RP, RP(5), ROLM, ROLM(E), and GM
zoning districts, subject to the following criteria.
(1) It is the intent of these provisions that a compatible transition be provided from
lower density residential zones to higher density residential or non-residential zones.
The Village Residential development type should be evaluated for use in transition areas
and will provide the greatest flexibility to provide a mix of residence types compatible
with adjacent neighborhoods.
(2) No new single-family or two-family residential development is permitted in any
of the office, research and manufacturing districts, and no new residential development
is permitted within 300 feet of an existing Hazardous Materials Tier 2 use. Existing
single-family and two-family uses and existing residential development within 300 feet
of an existing Hazardous Materials Tier 2 use shall be permitted to remain, consistent
with the provisions of Chapter 18.70 (Nonconforming Uses and Noncomplying Facilities).
(3) MOR District. All multi-family development in the MOR zoning district shall be
permitted subject to approval of a conditional use permit and compliance with the
development standards prescribed for the RM-30 zoning district.
(4) RP and RP(5) Districts. All multi-family development in the RP, and RP(5) zoning
districts that is located within 150 feet of an R-E, R-1, R-2, RMD, or similar density
residential PC zone shall be permitted subject to the provisions above in
18.20.040(b)(2), approval of a conditional use permit, and compliance with the
development standards prescribed for the RM-15 zoning district, including Village
Residential development types. Multi-family development in the MOR, RP, and RP(5)
zoning districts that is located greater than 150 feet from an R-E, R-1, R-2, RMD, or low
density residential PC shall be permitted subject to the provisions above in
18.20.040(b)(2), approval of a conditional use permit, and compliance with the
development standards prescribed for the RM-30 zoning district.
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(5) ROLM (E) District. All multi-family development in the ROLM(E) zoning district
shall be permitted subject to the provisions above in 18.20.040(b)(2), approval of a
conditional use permit, and compliance with the development standards prescribed for
the RM-15 zoning district.
(6) ROLM District. All multi-family development in the ROLM zoning district shall be
permitted subject to the provisions above in 18.20.040(b)(2), approval of a conditional
use permit, and compliance with the development standards prescribed for the RM-30
zoning district.
(7) GM District. All residential development is prohibited in the GM zoning district.
(c) Development Standards for Mixed (Residential and Nonresidential) Uses in the
MOR, ROLM, ROLM(E), RP, and RP(5) and GM zoning Districts
Mixed (residential and nonresidential) uses shall be permitted in the MOR, ROLM,
ROLM(E), RP, and RP(5) and GM zoning districts, subject to the following criteria:
(1) It is the intent of these provisions that a compatible transition be provided from
lower density residential zones to higher density residential, non-residential, or mixed
use zones. The Village Residential development type should be evaluated for use in
transition areas and will provide the greatest flexibility to provide a mix of residence
types compatible with adjacent neighborhoods.
(2) New sensitive receptor land uses shall not be permitted within 300 feet of a
Hazardous Materials Tier 2 or Tier 3 use. Existing sensitive receptors shall be permitted
to remain, consistent with the provisions of Chapter 18.70 (Nonconforming Uses and
Noncomplying Facilities).
(3)(2) ROLM(E) District. Mixed (residential and nonresidential) development in the
ROLM(E) zoning district shall be permitted, subject to the provisions above in
18.20.040(c)(2), approval of a conditional use permit, determination that the
nonresidential use is allowable in the district and that the residential component of the
development complies with the development standards prescribed for the RM-15
zoning district. The maximum floor area ratio (FAR) for mixed use development is 0.3 to
1.
(4)(3) ROLM District. Mixed (residential and nonresidential) development in the ROLM
zoning district shall be permitted, subject to the provisions above in 18.20.040(c)(2),
approval of a conditional use permit, determination that the nonresidential use is
allowable in the district and that the residential component of the development
complies with the development standards prescribed for the RM-30 zoning district. The
maximum floor area ratio (FAR) for mixed use development is 0.4 to 1.
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(5)(4) GM District. Mixed use (residential and nonresidential) development is
prohibited in the GM zoning district.
In computing residential densities for mixed (residential and nonresidential) uses, the
density calculation for the residential use shall be based on the entire site, including the
nonresidential portion of the site.
SECTION 5. Section 18.20.050 (Performance Criteria) of Chapter 18.20 (Office,
Research, and Manufacturing [MOR, ROLM, RP and GM] Districts) of the Palo Alto Municipal
Code is hereby amended to read as follows:
All development in the Office/Research/Manufacturing zoning districts shall comply
with the requirements and guidelines outlined in Chapter 18.23. Such requirements and
guidelines are intended to reduce the impacts of these non-residential uses on
surrounding residential districts and other sensitive receptors.
SECTION 6. Subsection (B) of Section 18.23.100 (Hazardous Materials) of Chapter
18.23 (Performance Criteria for Multiple Family, Commercial, Manufacturing and Planned Community Districts) of the Palo Alto Municipal Code is hereby amended to read as follows:
(B) Requirements
(i) The project shall be designed to comply with all safety, fire and building codes
for the storage, use and handling of the hazardous materials involved.
(ii) Any new structure that is designated an "H" occupancy (storage, use and
handling of specified types and quantities of hazardous materials), or any existing
structure that is converted to an "H" occupancy, as specified by the California Building
Code, shall be designed in accordance with the currently adopted California Building
Code and Fire Code.
(iii) Where a use or building or area used for supporting such storage, use and/or
handling is located within 150 feet of a sensitive receptor, residential zoning district or
parcel with existing residential uses located within nonresidential zones residential
zoning district or of properties with existing residential uses located within
nonresidential zones (residential properties), the business owner shall provide a report
to the fire department addressing the adequacy of the emergency contingency plan,
which addresses safety of the nearby sensitive receptor or residential zones residential
area, including but not limited to, procedures for accidental releases or other
emergencies, and other protective measures as required by Health and Safety Code
Division 20, Chapter 6.95, upon:
(a) A change in the types of hazardous materials stored, used or handled on the site
resulting in quantities above the reporting threshold established in California Health and
Safety Code Division 20, Chapter 6.95; and/or
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(b) A 100% or greater increase in the quantities of a previously disclosed hazardous
material stored, used or handled on the site at buildings or areas already above the
reporting threshold established in California Health and Safety Code Division 20,
Chapter 6.95; and/or
(c) Release/threatened release incidents.
(iv) For any such use or facility outlined in (iii) above, upon application for any
building permit for improvements that would result in a change in the types of
hazardous materials stored, used or handled on the site or an increase in the quantities
of hazardous materials stored, used or handled on the site, the city shall provide written
notice to the owners, and operators, and occupants of residents of all sensitive
receptors and residentially zoned parcelsresidential property within 150 feet from the
property line, not later than ten days after issuance of the building permit. The notice
shall inform the property the sensitive receptor or residentially zoned property owners,
operators, and occupants that an application has been received, the nature of the
request (such as the type of materials), that the fire department and building
department have determined the project to be in compliance with relevant hazardous
materials regulations, and that the application and details are on file with the fire
department and/or building department.
(v) New Hazardous Materials Tier 1 manufacturing uses and new facilities (buildings
or areas) or modifications to existing facilities accommodating such uses shall be
permitted subject to compliance with the development standards prescribed for the
relevant industrial/manufacturing zoning district and the reporting and noticing
requirements identified above in Section 18.23.100(B)(iii).
(vi) New Hazardous Materials Tier 2 manufacturing uses and new facilities (buildings
or areas), or modifications to existing facilities accommodating these uses shall be
permitted subject to compliance with the development standards prescribed for the
relevant industrial/manufacturing zoning district and the reporting and noticing
requirements identified above in Section 18.23.100(B)iii, provided:
(a) approval by the fire chief of an emergency response plan that specifically
addresses toxic and highly toxic hazardous materials that exceed the quantities specified
in Section 17.16.025 of the Municipal Code shall be required;
(b) approval of a conditional use permit shall be required together with notification
by the City to owners, operators, and occupants of sensitive receptors or residentially
zoned land within 600 feet; and
(c) notwithstanding the provisions above, in no event shall such use, facility, or
improvement be allowed in the MOR zoning district or be allowed closer than 300 feet
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to a sensitive receptor or residentially zoned land if such facility or improvement is
located in a ROLM, ROLM(E), RP, RP(5), or GM district.
(vii) No Hazardous Materials Tier 3 uses shall be permitted in the City of Palo Alto.
(viiviii) No facility proposing the use of BioSafety Level 4 etiological agents shall be
permitted in the city of Palo Alto.
SECTION 7. Section 18.70.020 through Section 18.70.100 (regarding changes to
nonconforming uses and noncomplying facilities) of Chapter 18.70 (Nonconforming Uses and
Noncomplying Facilities) of the Palo Alto Municipal Code is hereby amended as follows:
18.70.020 Nonconforming use - Expansion.
(a) A nonconforming use shall not be altered, enlarged, expanded, or extended,
except as provided in subsection (b) this prohibition shall include any moving,
enlargement, extension, expansion or alteration of a nonconforming use which:
(1) Increases the site area or floor area occupied by such use on the same or any
additional site;
(2) Increases the number of structures or the size of any structure housing such
nonconforming use or portion thereof.
(b) A nonconforming use which occupies a portion of a building may be expanded to
include additional floor area within the same building; provided that:
(1) Without substantial remodeling or reconstruction, the portion of building into
which expansion is proposed is not reasonably susceptible to use or occupancy by a
conforming use. The determination of whether a portion of a building is reasonably
susceptible to use or occupancy by a conforming use shall be made by the building
official and shall take into consideration, but not be limited to, the following:
(A) Whether any required remodeling or reconstruction would involve structural
alterations;
(B) Whether the building was designed and constructed for the nonconforming
use occupying the building or portion thereof, or uses of similar intensity or
classification;
(C) The degree of privacy, separation, and protection afforded the portion of the
building into which expansion is proposed from intrusion, interference, noise, and
similar effects resulting from or generated by the nonconforming use;
(D) Availability of access to the portion of the building into which expansion is
proposed.
(2) Such expansion within the building does not create, cause, or increase any
additional nonconformance or noncompliance with the requirements of this title.
(3) Nothing contained in this section authorizes a change in the nature of a
nonconforming use contrary to the provision of Section 18.70.030.
18.70.030 Nonconforming use - Change.
(a) Except as provided in subsection (b), a nonconforming use shall not be changed
to or replaced by any use except a conforming use.
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(b) A nonconforming use may be changed to or replaced by another nonconforming
use which would have been permitted under the most recent zoning classification of the
property under which the nonconforming use was a conforming use and which is of no
higher occupancy rating than the existing nonconforming use as defined by Title 16
subject to the following limitations:
(1) The change or replacement shall not increase the extent of the nonconformity,
or the nature of the activity, or the site area or floor area occupied by the
nonconforming use on the site, except as may be provided by Section 18.70.020(b).
(2) Any period of temporary vacancy or discontinuance associated with such change
or replacement shall not exceed the limitations established by Section 18.70.040.
(3) Such change or replacement of nonconforming use to or by another
nonconforming use shall be permitted only if the building, or portion of a building,
presently occupied by the nonconforming use is not reasonably capable of conversion to
accommodate use and occupancy by a conforming use, without substantial
reconstruction or remodeling. The building official shall determine whether the building,
or portion of a building, is reasonably capable of such conversion. Said determination
shall take into consideration, but not be limited to, the following:
(A) Whether changes in the nature of the building or a portion of the building
would be required by Title 16 or similar regulations in order to convert the use of the
building, or portion of the building, to a conforming use;
(B) Whether any reconstruction or remodeling necessary to convert the use and
occupancy of the building, or a portion of the building, involves structural alterations;
(C) Whether the building, or portion of the building, was originally designed and
constructed for the particular existing nonconforming use or uses of similar character.
(c) A nonconforming use which is changed to or replaced by a conforming use shall
not be reestablished, and any portion of a site or any portion of a building, the use of
which changes from a nonconforming to a conforming use, shall not thereafter be used
except to accommodate a conforming use.
18.70.040 Nonconforming use - Discontinuance.
(a) On any site having facilities thereon valued at less than one thousand dollars,
any nonconforming use, other than a residential use, which is discontinued or
abandoned or otherwise ceases operation and use of the site for a period of six months
or longer shall not be resumed, reestablished, or continued, and all subsequent use of
such site and facilities thereon shall conform to this title.
(b) On any site not subject to subsection (a), a nonconforming use of facilities
designed and constructed for nonresidential purposes which is discontinued or
abandoned or otherwise ceases operation and use of the site for a period of one year or
more shall not be resumed, and all subsequent use of such site and facilities thereon
shall conform to this title.
(c) Notwithstanding the provisions of Section 18.70.030, or the provisions of
subsections (a) and (b) of this section, in any residential district, a nonresidential,
nonconforming use occupying facilities originally designed and constructed for
residential use which is discontinued or abandoned or otherwise ceases operation and
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use of the site for a period of ninety days or greater shall not be continued or
recommenced, and any subsequent use of the site and facilities shall conform to this
title. This provision shall not be construed to prevent a change of ownership or
management of such nonconforming use; provided, that any cessation of operation of
the use is solely in connection with the transfer of ownership or management to a
specifically designated person or entity and is solely for the purpose of accomplishing
any transfer of title, equipment, operational control, or similar purpose.
18.70.050 Nonconforming use - Maintenance and repair of facility.
Facilities occupied or used by a nonconforming use permitted by this chapter shall be
subject to the following provisions governing maintenance, repairs, alterations, or
replacement:
(a) Normal and routine maintenance of any structure for the purpose of preserving
its existing condition, retarding or eliminating wear and tear or physical depreciation, or
complying with the requirements of law, shall be permitted.
(b) Incidental alteration shall be permitted, provided the value of the incidental
alterations in any one-year period shall not exceed twenty percent of the value of the
facility prior to such alterations.
(c) Structural alterations or enlargement of the facility shall be permitted only to
accommodate a conforming use, or when made to comply with the requirements of
law.
18.70.060 Nonconforming use - Replacement of facility.
A facility, used or occupied wholly or partly by one or more nonconforming uses, which
is damaged or destroyed by any means except ordinary wear and tear and depreciation,
may be reconstructed or replaced only for occupancy or use by a conforming use,
except in the following instances:
(a) Where none of the nonconforming uses is subject to termination as provided by
Section 18.70.070, reconstruction or replacement for continued occupancy or use by
such nonconforming use shall be permitted only in accord with the following limitations:
(1) The extent of nonconformity, or the intensity of activity, or the site area or floor
area occupied by the nonconforming use subsequent to reconstruction or replacement
of the facility shall not exceed that existing prior to reconstruction or replacement.
(2) Reconstruction or replacement shall be subject to all applicable laws,
regulations, and procedures otherwise governing construction on the site.
(b) When one or more of the nonconforming uses is subject to termination as
provided by Section 18.70.070, reconstruction or replacement for continued occupancy
or use by such nonconforming use shall be permitted only in accord with the following
limitations:
(1) During the first one-third of the applicable termination period of such use, the
facility may be reconstructed or replaced; provided the value of such reconstruction or
replacement shall not exceed seventy-five percent of the value of the facility prior to
damage or destruction.
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(2) During the second one-third of the applicable termination period of such use,
the facility may be reconstructed or replaced; provided the value of such reconstruction
or replacement shall not exceed fifty percent of the value of the facility prior to damage
or destruction.
(3) During the last one-third of the applicable termination period of such use, the
facility may be reconstructed or replaced; provided the value of such reconstruction or
replacement shall not exceed twenty-five percent of the value of the facility prior to
damage or destruction.
(4) Any reconstruction or replacement permitted in this chapter shall not extend or
otherwise modify the required termination date established by Section 18.70.070 and
applied to the nonconforming use prior to such reconstruction or replacement. Said
termination date shall apply to all portions of the site or structure, including those
portions reconstructed or replaced.
18.70.070 Nonconforming use - Required termination.
(a) In any district, a nonconforming, nonresidential use occupying a site having
facilities thereon valued at less than one thousand dollars, shall be terminated within
five years from the effective date of this section, or within five years from the date such
use becomes nonconforming, whichever date is later, and within such time the
improvements shall either be removed, or converted or modified to accommodate a
conforming use.
(b) In any district, a nonconforming, nonresidential use of a site not subject to
subsection (a) of this section shall be terminated in accord with the following provisions
and schedules:
(1) When occupying or using facilities designed and built for residential use, the
nonconforming use shall be terminated within ten years from July 20, 1978, or within
ten years from the date such use becomes nonconforming, whichever date is later, and
within such time the improvements shall either be removed, or converted or modified
to accommodate a conforming use.
(2) When occupying or using facilities designed or built for nonresidential use, the
nonconforming use shall be terminated, and the facilities shall be converted or modified
to accommodate a conforming use, or shall be removed at or before the time limit
prescribed in subdivision (3) of this subsection; provided, however, that unless a site-
specific amortization study is prepared, no such termination, removal, or conversion
shall be required within fifteen years from July 30, 1978, or within fifteen years from the
date such use became nonconforming, whichever date is later; provided, however, that
uses which were made non-conforming as a result of the 1974 Fire Zone 1 Study, by
Ordinance No. 2777, adopted March 25, 1974, shall terminate on November 23, 1990;
and provided, further, that any use made nonconforming by said Ordinance No. 2777,
the primary purpose of which is to prepare and deliver food to senior citizens, shut-ins
and others with limited mobility may remain and shall not be subject to termination
pursuant to this section. Such uses shall be permitted to remodel, improve or replace
site improvements in accordance with applicable site development regulations,
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provided that any such remodeling, improvement or replacement shall not result in any
increased floor area.
Notwithstanding the dates of termination of uses required by this subsection (b)(2), the
required termination dates of the following uses shall be as hereinafter set forth:
(A) The nonconforming use(s) of the property at 440-460 Page Mill Road for
nonprofit orthomolecular and molecular medical research functions shall terminate on
or before July 20, 1998.
(B) The nonconforming use of the property at 464 Colorado Avenue for a dance
studio and associated parking shall terminate on or before July 20, 2003.
(C) The nonconforming use of the property at 440 Pepper Street for an art studio
specializing exclusively in the medium of monotype printmaking and associated
instructional uses shall terminate on or before July 20, 2018. Nothing in this ordinance
shall be construed to create a vested right for the nonconforming uses to remain after
July 20, 2003.
(D) The nonconforming use of the property at 4277 Miranda for a gero-
psychiatric skilled nursing facility shall terminate on or before January 20, 1994.
(E) The nonconforming uses of the property at 3200 Park Boulevard/340 Portage
Avenue/Olive Avenue for retail, research and development, warehouse, and storage
uses are permitted in approximately the same ratio of uses existing as of October 16,
2006, subject to the following limitations: (1) retail uses shall not exceed 60,000 square
feet, and (2) truck deliveries and other noisy outdoor activities shall be limited to the
hours of 8:00 a.m. to 9:00 p.m. weekdays and 9:00 a.m. to 9:00 p.m. weekends.
(F) The nonconforming use of the property at 2011 El Camino Real for tire sales
and installation shall terminate on or before April 26, 2009.
Such uses shall be permitted to remodel, improve or replace site improvements in
accordance with applicable site development regulations, provided that any such
remodeling, improvement or replacement shall not result in any increased floor area or
increase in intensity of the use, nor any loss of parking.
(3) The following schedule shall govern the period of time for termination of
nonconforming uses specified in subdivision (2) of this subsection unless a site-specific
amortization study is prepared:
Type of Construction Defined by
Building Code
Age of Structure Computed
From Date of Construction
Type I – Totally noncombustible 35 years
Type II – Fire resistive 35 years
Type III – Noncombustible
exterior, combustible interior 30 years
Type IV – Heavy timber 30 years
Type II – Nonrated 25 years
Type V – Wood frame 20 years
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(4) Nothing contained in this subsection shall extend or otherwise modify any
termination date provided by any previously existing ordinance for any use which
became nonconforming under such ordinance prior to the effective date of this section.
Such termination dates for such previously existing nonconforming uses are
incorporated in this section and shall remain in effect.
(c) The director of planning and community environment shall determine those
properties the use of which were lawfully existing uses permitted or conditionally
permitted, in the districts in which they were located immediately prior to July 20, 1978,
and which uses were rendered nonconforming by reason of the adoption of this title on
July 20, 1978, and those properties which, prior to July 20, 1978, were located in an R-1
district which was imposed by reason of annexation of the property to the city without
benefit of prezoning, the uses of which were lawfully existing uses permitted or
conditionally permitted operating subject to a conditional use permit prior to the date
of annexation. Written notice of such nonconformance shall be mailed to the owner of
record of each such property and to the occupant of the property. Within two years of
the date of mailing of such notice, any owner of such property, lessee of such property
with the written consent of owners, or purchaser of such property when acting pursuant
to a contract of sale in writing duly executed and acknowledged by both the buyer and
the owner of record, may apply to have such property excepted from the termination
provisions of this section. Said application may be made to the director of planning and
community environment in such form as may be prescribed by the director of planning
and community environment. Said application shall include, but not be limited to, a
statement of the location and size of the property, the nature of its use on July 20, 1978,
a statement of reasons establishing that the use is compatible with and will not be
detrimental to the uses designated in the Comprehensive Plan for the surrounding area
and properties, a map of the subject property indicating the location of all parcels of
real property within a distance of three hundred feet from the exterior boundary of the
subject property, a list as shown in the last equalized assessment roll, of the name and
address of the owner of record of each such parcel, and such other information as may
be required by the director of planning and community environment.
(1) Such application shall be accompanied by such fee as is prescribed in the
municipal fee schedule.
(2) Upon receipt of such application, the director of planning and community
environment shall so inform the chairperson of the planning commission who shall set a
date for a public hearing on the application which shall be held within a reasonable time
from the date of filing of the application. Notice of the hearing shall be given by
publication once in a local newspaper at least twelve days prior to the hearing and by
mail to owners and occupants of real property within 300 feet of the subject property.
(3) Upon the date set for hearing, the planning commission shall conduct a public
hearing thereon, unless, for cause, the commission shall on that date continue the
matter. Upon conclusion of the hearing, the commission shall determine whether the
use of the property on July 20, 1978, is compatible and not detrimental to the land uses
designated in the Comprehensive Plan for the surrounding areas of properties. In the
event the commission so finds, it shall recommend to the city council that the use shall
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be exempted from the termination provisions of this section. The commission may
recommend such conditions as it may find necessary to insure compatibility including,
but not limited to, required improvement of or modifications to existing improvements
on the property, limitations on hours of operation, limitation on the nature of
operations, and a specified term of years for which the exception shall be granted.
(4) Upon receipt of the recommendation of the planning commission, the city
council shall consider the application within a reasonable time. The council may, at its
option, conduct a public hearing on the matter.
In the event the council finds the use of the subject property to be compatible with and
not detrimental to those land uses designated in the Comprehensive Plan for the
surrounding area and properties, it shall, by motion, except said use from the
termination provisions of this section. In granting such exception, the council may
include such conditions as are deemed necessary to insure such compatibility, including,
but not limited to, the conditions set out in subsection (c)(3) of this section.
(5) Any use which is excepted from the termination provisions of this section, and
which is changed pursuant to Section 18.70.030 shall be subject to the termination
provisions of this section as though no exception had been granted.
(6) Any use excepted from the termination provisions of this section shall be
permitted to remodel, improve, or replace site improvements on the same site, without
the necessity to comply with site development regulations, for continual use and
occupancy by the same use; provided, that any such remodeling, improvement, or
replacement shall not result in increased floor area, number of dwelling units, height,
length, or any other increase in the size of the improvement.
(d) Notwithstanding the provisions of this section, any off-street parking lot which
was lawfully existing and not subject to any required termination provisions of any
predecessor ordinance on the effective date of this section, and which on that date was
and continues to be used accessory to a lawful conforming permitted use, shall be
permitted to continue in existence and use for the life of the principal use to which it is
accessory, regardless of whether said parking lot and principal use are located in the
same district.
18.70.080 Noncomplying facility - Enlargement.
(a) Except as specifically permitted by subsections (b) and (c) hereof or by Section
18.12.050(a), no enlargement, expansion, or other addition or improvement to a
noncomplying facility shall be permitted which increases the noncompliance. This
section shall not be construed to prohibit enlargement or improvement of a facility,
otherwise permitted by this title, which does not affect the particular degree of or
manner in which the facility does not comply with one or more provisions of this title.
(b) Except in areas designated as special study areas, the director of planning and
community environment may permit minor additions of floor area to noncomplying
facilities in the commercial CC, CS and CN zones and in the industrial MOR, ROLM, RP
and GM districts, subject to applicable site development regulations, for purposes of on-
site employee amenities, resource conservation, or code compliance, upon the
determination that such minor additions will not, of themselves, generate substantial
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additional employment. Such additions may include, but not be limited to, the
following:
(1) Area designed and used solely for providing on-site services to employees of the
facility, such as recreational facilities, credit unions, cafeterias and day care facilities;
(2) Area designated for resource conservation, such as trash compactors, recycling
and thermal storage facilities; and
(3) Area designed and required for hazardous materials storage facilities,
handicapped access, and seismic upgrades.
18.70.090 Noncomplying facility - Maintenance and repair.
(a) Normal and routine maintenance of a noncomplying facility shall be permitted
for the purpose of preserving its existing condition, retarding or eliminating wear and
tear or physical depreciation, or complying with the requirements of law.
(b) Incidental alterations to a noncomplying facility shall be permitted, provided
such alterations do not increase the degree of noncompliance, or otherwise increase the
discrepancy between existing conditions and the requirements of this title.
(c) Structural alterations to a noncomplying facility shall be permitted when
necessary to comply with the requirements of law, or to accommodate a conforming
use when such alterations do not increase the degree of noncompliance, or otherwise
increase the discrepancy between existing conditions and requirements of this title.
18.70.100 Noncomplying facility - Replacement.
A noncomplying facility which is damaged or destroyed by any means except ordinary
wear and tear and depreciation may be reconstructed only as a complying facility,
except as follows:
(a) When the damage or destruction of a noncomplying facility affects only a
portion of the facility that did not constitute or contribute to the noncompliance, said
portion may be repaired or reconstructed to its previous configuration.
(b) When the damage or destruction of a noncomplying facility affects a portion of
the facility that constituted or contributed to the noncompliance, any replacement or
reconstruction to such damaged portion shall be accomplished in such manner as not to
reinstate the noncompliance or degree of noncompliance caused by the destroyed or
damaged portion of the facility, and otherwise in full compliance with this title;
however, if the cost to replace or reconstruct the noncomplying portion of the facility to
its previous configuration does not exceed fifty percent of the total cost to replace or
reconstruct the facility in conformance with this subsection, then the damaged
noncomplying portion may be replaced or reconstructed to its previous configuration. In
no event shall such replacement or construction create, cause, or increase any
noncompliance with the requirements of this title.
(c) Notwithstanding subsections (a) and (b) hereof, a noncomplying facility in the
commercial CS, CN and CC zones and the industrial MOR, ROLM, RP and GM districts,
except for those areas designated as special study areas, existing on August 1, 1989,
which when built was a complying facility, shall be permitted to be remodeled,
improved or replaced in accordance with applicable site development regulations other
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than floor area ratio, provided that any such remodeling, improvement or replacement
shall not result in increased floor area.
(d) Notwithstanding subsections (a), (b) and (c) hereof, a noncomplying facility
housing a conforming use in the R-1 and RE zones, which when built was a complying
facility, which is damaged or destroyed by non-willful means (i.e., acts of God) shall be
permitted to be replaced, on the same site, and in its previous configuration, without
necessity to comply with the current site development regulations, provided that any
such replacement shall not result in increased floor area, height, length or any other
increase in the size of the facility.
(e) Except as otherwise provided in this section with regard to replacement or
reconstruction of a portion of a facility to its previous noncomplying condition, all
reconstruction shall be subject to all applicable laws, regulations, and procedures
otherwise governing construction on the site at the time said construction is
undertaken.
SECTION 8. Section 17.16.010 (Hazardous Materials Management Plan) of Chapter 17.16 (Hazardous Materials Management Plan) of the Palo Alto Municipal Code is hereby amended as follows:
Each applicant for a permit, a renewed permit, or an amended permit pursuant to this
title shall file a written plan, for the fire chief's approval, to be known as a hazardous
materials management plan (HMMP), which shall demonstrate the suitable storage of
hazardous materials. The HMMP may be amended at any time with the consent of the
fire chief. The HMMP shall be a public record except as otherwise specified. Section
18.23.100 in Title 18 identifies notification requirements of the availability of the
HMMP. Approval of the HMMP shall mean that the HMMP has provided adequate
information for the purposes of evaluating the permit approval. Such approval shall not
be understood to mean that the city has made an independent determination of the
adequacy of that which is described in the HMMP.
SECTION 9. Section 17.16.025 (Supplemental requirements for emergency
response plans) of Chapter 17.16 (Hazardous Materials Management Plan) of the Palo Alto
Municipal Code is hereby amended to read as follows:
(a) In addition to the HMMP requirements set forth in this chapter, any person who
handles a hazardous material or a mixture containing a hazardous material, which has a
quantity at any one time during the reporting year equal to or greater than a total
weight of five hundred pounds, or a total volume of fifty-five gallons, or two hundred
cubic feet at standard temperature and pressure (STP) for compressed gas shall
establish and implement a plan for emergency response to a release or threatened
release of a hazardous material pursuant to this section. Said plan, including the
hazardous materials inventory statement (the "HMIS") described in Chapter 17.20 of
this title, shall comprise the "business plan" for purposes of Chapter 6.95 of Title 20 of
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the California Health and Safety Code. Section 18.23.100 in Title 18 identifies
notification requirements of the availability of the business plan.
SECTION 10. Subsection (a) of Section 17.20.020 (Information required) of Chapter
17.20 (Hazardous Materials Inventory) of the Palo Alto Municipal Code is hereby amended to
read as follows:
(a) Information shall be included in the HMIS for each hazardous material or mixture
containing a hazardous material stored or handled in a facility (aggregated over all such
materials stored in one or more storage facilities) where the aggregate quantity
throughout the facility at any one time during the reporting year is equal to or greater
than five hundred pounds in weight for solids, fifty-five gallons for liquids, or two
hundred cubic feet at standard temperature and pressure (STP) for compressed gases.
Additionally, an HMIS also shall be filed for any "acutely hazardous materials" stored on
site, above threshold reporting quantities pursuant to 40 CFR Part 355, Appendix A 42
U.S.C. 11001.
…
SECTION 11. If any section, subsection, clause or phrase of this Ordinance is for any
reason held to be invalid, such decision shall not affect the validity of the remaining portion or
sections of the Ordinance. The Council hereby declares that it would have adopted the
Ordinance and each section, subsection, sentence, clause or phrase thereof irrespective of the
fact that any one or more sections, subsections, sentences, clauses or phrases be held invalid.
SECTION 12. The City Council finds that this ordinance falls under the California
Environmental Quality Act (CEQA) exemption found in Title 14 California Code of Regulations
Section 15308 (Class 8, Actions for Protection of the Environment), because it is designed to
assure the maintenance, enhancement, or protection of the environment and involves
procedures for the protection of the environment aimed at reducing risks to sensitive receptors
associated with potential accidental releases of hazardous materials.
//
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//
//
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SECTION 13. This ordinance shall be effective on the commencement of the thirty-
first day after the date of its adoption.
INTRODUCED:
PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST:
____________________________ ____________________________
City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
____________________________ ____________________________
City Attorney City Manager
____________________________
Director of Planning and Community
Environment
____________________________
Director of Administrative Services
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Ordinance No. _____ Ordinance of the Council of the City of Palo Alto Amending Zoning Regulations to Amortize Non-Conforming Hazardous Materials Uses at Communications & Power Industries LLC, Located 607-811 Hansen Way The Council of the City of Palo Alto does ORDAIN as follows: SECTION 1. Findings and Declarations. The City Council finds and declares as follows:
A. The City of Palo Alto is committed to ensuring the quality of life, including public
health, safety, and welfare, of its residential neighborhoods, as evidenced by Goal L-3 of the
City’s Comprehensive Plan, which calls for the protection and enhancement of safe, attractive
residential neighborhoods.
B. There are facilities within the City that because of the types and quantities of
hazardous materials used, handled, and/or stored may pose offsite health, safety, and welfare
effects. One such facility is Communications & Power Industries LLC (CPI), 607-811 Hansen
Way. CPI is located within the Stanford Research Park and is also immediately adjacent to a
residential neighborhood.
C. In 2007, the City Council amended the Palo Alto Municipal Code to prohibit new
businesses that have acutely hazardous materials above thresholds identified in Title 19 of the
California Code of Regulations within 300 feet of residential zoned properties or existing
residential properties within a non-residential zone. In 2007, CPI used and stored acutely
hazardous materials above the Title 19 thresholds. Subsequently, CPI reduced its use and
storage of hazardous materials.
D. In February 2016, the Council amended the Municipal Code to further address
potential risks presented by uses that involve hazardous materials that do not exceed
thresholds identified in Title 19, but that nonetheless may present a risk of offsite health, safety
and welfare effects, particularly if they are located within proximity to land uses such as
residences, schools, daycare centers, elder care facilities and similar uses whose occupants may
be more susceptible than the general population to the adverse effects of exposure to toxic
chemicals and other pollutants.
E. The Council established a minimum distance between users of acutely hazardous
materials that are defined as toxic or highly toxic by the California Fire Code Chapter 2 in the
City’s industrial zoning districts, and sensitive receptors, defined as residences, schools, daycare
centers, elder care facilities and similar uses.
F. The uses in buildings 1A, 1B and 2 at CPI are subject to this regulation and are
legal and non-conforming under its terms. Under the Municipal Code, CPI may not expand or
intensify the non-conforming uses. In addition, the Council wishes to establish a schedule to
phase out the non-conforming uses through amortization.
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G. In 2011, the City retained the real estate economics firm CB Richard Ellis to
prepare a study to determine when CPI’s plating shop use could be terminated. The study
concluded that 20 years from the date of the studied investments, or 2026 would provide a
reasonable amortization period.
H. CPI subsequently retained another consultant to provide a separate study of this
issue, concluding that the plating shop could not be separated from the rest of the facility, and
that approximately 40 years would provide a reasonable amortization period for the entire
facility.
I. The City retained an additional consultant, AECOM Inc., to assist the City with
various tasks related to hazardous materials regulation, including conducting a peer review of
the prior amortization studies. AECOM found the methods and conclusions of both studies to
be generally valid, subject to several assumptions and clarifications.
J. In the interest of promoting the health, safety and welfare of residents, the City
desires to encourage CPI to terminate or relocate the non-conforming hazardous materials uses
associated with the plating shop out of Palo Alto at the earliest feasible date.
SECTION 2. Section 18.70.070 (Nonconforming use – Required termination) of
Chapter 18.70 (Nonconforming Uses and Noncomplying Facilities) of the Palo Alto Municipal
Code is hereby amended to add Subsection (b)(2)(G) as follows:
(G)
1) The non-conforming hazardous materials uses located within the plating shop in
Building 2 and the associated chemical storage area at 811 Hansen Way shall
terminate or be relocated greater than 300 feet from sensitive receptors and
residentially zoned parcels on or before December 31, 2026. The non-conforming
hazardous materials uses located within Buildings 1A and 1B at 607 Hansen Way
shall terminate or be relocated greater than 300 feet from sensitive receptors and
residentially zoned parcels on or before December 31, 2052.
2) As an incentive for the owner of the facilities at 811 Hansen Way to pursue new
technologies and terminate the non-conforming hazardous materials uses in the
plating shop in Building 2 and the associated chemical storage area rather than
relocating them on site to a location greater than 300 feet from sensitive receptors
and residentially zoned parcels, the owner may elect in writing, no later than
December 31, 2021, to terminate the non-conforming hazardous materials uses in
the plating shop in Building 2 and the associated chemical storage area rather than
relocating them on the site. The election shall be irrevocable. If the owner makes the
election above, the termination date shall be extended to and the termination shall
occur no later than December 31, 2031. The City may enforce the termination of the
uses effective December 31, 2031 by injunctive relief or other lawful means. This
subsection 18.70.070(b)(2)(G)(2) is contingent on the City and the owner entering
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into a binding implementation agreement no later than the effective date of this ordinance.
SECTION 3. If any section, subsection, clause or phrase of this Ordinance is for any
reason held to be invalid, such decision shall not affect the validity of the remaining portion or
sections of the Ordinance. The Council hereby declares that it would have adopted the
Ordinance and each section, subsection, sentence, clause or phrase thereof irrespective of the
fact that any one or more sections, subsections, sentences, clauses or phrases be held invalid.
SECTION 4. The City Council finds that this ordinance falls under the California
Environmental Quality Act (CEQA) exemption found in Title 14 California Code of Regulations
Section 15308 (Class 8, Actions for Protection of the Environment), because it is designed to
assure the maintenance, enhancement, or protection of the environment and involves
procedures for the protection of the environment aimed at reducing risks to sensitive receptors
associated with potential accidental releases of hazardous materials.
SECTION 5. This ordinance shall be effective on the commencement of the thirty-
first day after the date of its adoption.
INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: ____________________________ ____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: ____________________________ ____________________________ City Attorney City Manager ____________________________ Director of Planning and Community Environment ____________________________ Director of Administrative Services
1
March 16, 2016
SETTLEMENT TERMS
between the City of Palo Alto (“City”) and Communications & Power Industries LLC (“CPI”)
1. This Agreement implements section 18.70.070(b)(2)(G) of the Palo Alto Municipal Code,
which provides a schedule for amortizing non-conforming hazardous materials uses at
Communications & Power Industries LLC (“CPI”).
2. Amortization Option 2 – Section 18.70.070(b)(2)(G)(2)
a. Section 18.70.070(b)(2)(G)(2) was adopted as an incentive for CPI to pursue new
technologies and business processes and terminate the non-conforming
hazardous materials uses in Building 2 and the associated chemical storage area
at 811 Hansen Way rather than relocating them on the site as provided in
section 18.70.070(b)(2)(G)(1). Accordingly, CPI may make the election provided
for in Section 18.70.070(b)(2)(G)(2). The City and CPI agree that if CPI makes this
election, the termination date for the non-conforming hazardous materials uses
in Building 2 and the associated chemical storage area at 811 Hansen Way shall
be extended from December 31, 2026 to December 31, 2031, and CPI shall not
relocate these non-conforming hazardous materials uses anywhere within the
City of Palo Alto.
b. To make the election provided for in Palo Alto Municipal Code section
18.70.070(b)(2)(G)(2), CPI shall send the City a letter, on or before December 31,
2021, stating its agreement to terminate the non-conforming hazardous
materials uses in Building 2 and the associated chemical storage area at 811
Hansen Way. The letter shall be addressed to the City Manager, signed by a CPI
authorized officer, and personally served on the City Clerk. It shall be irrevocable
upon receipt by the City Clerk.
3. Amortization Option 1 – Section 18.70.070(b)(2)(G)(1)
a. If CPI does not make the election provided for in Palo Alto Municipal Code
section 18.70.070(b)(2)(G)(2) and decides to relocate its non-conforming
hazardous materials uses in Building 2 and the associated chemical storage area
to an area greater than 300 feet from sensitive receptors (either on the existing
site or elsewhere in Palo Alto), the City agrees to make a good faith effort to
timely process the required permits for the relocation, and CPI agrees to timely
submit and process its application. The parties acknowledge the need for ample
time given that applications for new hazardous materials facilities can take
significant time to process and involve delays that are outside of the City and
CPI’s control.
Attachment C
2
4. CPI agrees to conform to the amortization schedules in Section 18.70.070(b)(2)(G). CPI
agrees that this paragraph is enforceable by immediate entry of an injunction against it
to effectuate compliance with the amortization schedules in Section 18.70.070(b)(2)(G).
The City agrees it will first provide CPI with a 60 day notice and opportunity to cure.
5. Beginning on the effective date of this Agreement, the City agrees that, except to the
extent required by state or federal law, or judicial order (not sought by the City), the
City will not apply any new or additional local hazardous materials zoning requirements
that it may adopt (whether by new ordinance, amendment, regulation or otherwise) to
the plating shop at CPI. Notwithstanding the above, the City may apply to the CPI
plating shop all of the following: (a) local provisions implementing state-adopted
amendments to the Uniform Fire Code, Building Code and other model codes adopted
by the California Building Standards Commission, (b) changes to the state Health and
Safety Code provisions that the City administers, and (c) other regulations adopted by
the state that apply generally to categories of hazardous materials users throughout the
state.
6. Nothing in this Agreement will waive CPI’s obligation to comply with state and local law
regarding hazardous materials storage and use, including obtaining all required permits
and inspections associated with physical changes to its buildings and changes in the
hazardous materials used on site; and, if applicable, the City agrees to process such
permits as provided in paragraph 3a.
7. The City reserves the right to pursue all remedies available in state and local law to
abate any nuisance and safeguard public health and safety, including but not limited to
actions under Civil Code section 3490, et seq. for public nuisance. Nothing in this
Agreement will impair the City’s right, in accordance with applicable law, to take
immediate action in the event of a release of hazardous materials that violates existing
laws or regulations or that requires immediate reporting to the State Office of
Emergency Services (OES) under state law or regulations. Notwithstanding any other
term of this Agreement, the City will lawfully and vigorously pursue all available and
appropriate remedies to address and resolve any actual threat to community health and
safety. The City agrees to contact CPI directly, and before taking legal action regarding
any such matter addressed in this paragraph 7, to seek an amicable resolution without
legal action.
8. CPI agrees to use reasonable efforts to perpetuate “good neighbor” practices, including
neighborhood communication, maintenance of an emergency phone number, and
scheduling non-emergency large truck deliveries not earlier than 8:00 am or later than
6:00 pm. If requested by CPI or the Barron Park Neighborhood Association, the City
agrees to participate in and facilitate such practices.
9. Nothing in this Agreement shall waive CPI’s obligation under applicable law to report
and certify hazardous materials used on an annual basis and to prepare a hazardous
3
materials management plan under Palo Alto Municipal Code, Title 17 (Hazardous
Materials Storage), Chapter 17.20 (Hazardous Materials Inventory); and Chapter 17.16
(Hazardous Materials Management Plan), the contents of which shall include but not be
limited to emergency response plans and procedures, as required by applicable law. To
the extent information is public under state and federal law, and subject to Fire
Department approval, the City will make that information available for public
inspection, in accordance with applicable law, during regular business hours at the Palo
Alto Fire Department offices, 250 Hamilton Avenue, Palo Alto.
10. Nothing in this Agreement shall waive the City’s rights to conduct inspections, in
accordance with applicable law, for the purpose of ascertaining compliance with Palo
Alto Municipal Code, Title 17 (Hazardous Materials Storage) and causing to be corrected
any conditions which constitute a violation of the Palo Alto Municipal Code Title 17 or
with any other statute, code, rule or regulation within the City’s jurisdiction affecting
the storage of hazardous materials. It is the City’s intention to conduct at least one
unannounced inspection of CPI’s hazardous materials uses per year, and to increase the
frequency of inspections of Building 2 and the associated chemical storage area at 811
Hansen Way within the last five years of the applicable amortization provided for in Palo
Alto Municipal Code section 18.70.070(b)(2)(G).
11. The City will, in accordance with applicable law and in good faith, investigate hazardous
materials incidents and any potential violation of law or this Agreement. As part of its
investigation, the City will notify CPI in order to obtain CPI’s explanation of the matter.
The City may retain outside experts as it determines appropriate. CPI will cooperate
with reasonable inquiries from the City. Following any such investigation, the City will
send the record of determination of the investigation results to CPI and will make the
record available to the public, including any responses from CPI.
City of Palo Alto (ID # 6687)
City Council Staff Report
Report Type: Action Items Meeting Date: 3/21/2016
Summary Title: Discussion on Stanford Student Housing Proposal
Title: Discussion of Reallocation and Increase of Housing Units at Stanford
University for Graduate Students and Possible Direction to Prepare a
Comment Letter Regarding the Project to Santa Clara County
From: City Manager
Lead Department: Planning and Community Environment
Recommendation
Staff recommends that Council discuss its interest in submitting a supplemental comment letter
to Santa Clara County regarding the subject application and direct staff as appropriate.
Background
During the Study Session portion of this evening’s agenda, representatives from Stanford
University presented a project to reallocate and add housing units within the Stanford campus,
located within Santa Clara County.
The study session item includes a report and supporting background information.
The purpose of this agenda item is to give the City Council a forum to direct staff to prepare an
additional comment letter, if warranted. If a letter is needed, staff would formalize and send
the Council comments to the County prior to the March 24th hearing date before the Santa
Clara County Planning Commission. No further action by the County is anticiapted.
City of Palo Alto Page 1
City of Palo Alto (ID # 6593)
City Council Staff Report
Report Type: Action Items Meeting Date: 3/21/2016
City of Palo Alto Page 1
Summary Title: Housing Sites and Programs
Title: Comprehensive Plan Update: Housing Sites and Programs
From: City Manager
Lead Department: Planning and Community Environment
Recommendation
Staff requests City Council guidance on housing issues and programs for consideration and
implementation concurrent with the Comprehensive Plan Update. Potential issues for
consideration include but are not limited to:
a. potential replacement of housing inventory sites on San Antonio Road and South El
Camino Real with either (i) increased densities at sites in Downtown and the California
Avenue Area and/or (ii) new housing sites, potentially along the El Camino Real frontage
of the Stanford Research Park and/or the Stanford Shopping Center;
b. potential changes in zoning to replace non-retail commercial FAR with residential FAR in
mixed-use areas like Downtown and the El Camino Real corridor;
c. potential incentives to encourage the merger and development of small lots that are on
the City’s housing inventory, such as those along El Camino Real; and
d. potential changes in zoning to encourage small units, “micro” units, accessory dwelling
units, co-housing, live/work, affordable housing and other forms of housing.
Executive Summary
In November of 2014, the City adopted the current housing chapter or “Housing Element” of
the City’s Comprehensive Plan, which provides a list of sites, goals, policies, and
implementation programs intended to address the City’s projected housing needs for the
period 2015-2023. Because State law provides a prescribed list of contents and a schedule for
updating housing elements, this element was updated in advance of the rest of the
Comprehensive Plan.
The Housing Element and all other elements of the Comprehensive Plan must remain internally
consistent. Therefore the City has an obligation to review the Housing Element concurrent with
the Comprehensive Plan Update, and to make modifications if necessary to ensure continued
consistency between the elements. The ongoing Comprehensive Plan Update also provides an
opportunity to advance Housing Element programs via complimentary and supporting policies
City of Palo Alto Page 2
in the Land Use and Community Design Element. Tonight’s City Council discussion is intended
to secure the Council’s direction regarding this opportunity.
One of the Housing Element programs (Program H2.2.5) obligated the City to consider
exchanging housing sites along San Antonio Road and along portions of South El Camino Real
that are outside of pedestrian “nodes” for other sites that are closer to transit and services.
Scenario 3 in the Comprehensive Plan Update Draft EIR considers exchanging these sites for
increased densities on other sites, and Scenario 4 considers exchanging these sites for new sites
along El Camino Real. These suggestions are discussed in more detail below, along with other
programs included in the Housing Element to encourage production of small units and
programs to encourage the merger and development of small housing inventory sites.
Background
The City of Palo Alto, like the majority of the Bay Area, is experiencing increased housing costs
and a shortage of available housing at all income levels. Recent estimates put the current
jobs/housing balance in the City at 3.05 jobs per employed resident. This trend requires the City
to import most of its workers to meet the needs of business and industry, indicating in a large
unmet need for worker housing in the City. Since many of Palo Alto’s workers cannot afford to
live in the City, the imbalance creates negative impacts such as long commutes for workers
both inside and outside the region, increased traffic congestion during peak commute periods,
and increased air pollution end energy consumption.
Over the past year, City Councilmembers have expressed an interest in exploring alternatives to
produce more housing opportunities at various City Council meetings. Among some of the ideas
expressed were: co-housing, micro-units and second dwelling units. On October 19, 2015,
Councilmembers Scharff, Schmid and Wolbach presented a Colleague’s memo in support of
secondary dwelling units, which was referred to the Planning & Transportation Commission for
analysis. At the November 2, 2015 City Council meeting about the vision and goals for Land Use
Element of the Comprehensive Plan, Council included language in the motion to encourage
more housing. During the past year, the City Council has also approved a project (441 Page Mill
Road) utilizing the State Density Bonus law, and adopted changes in local implementing
regulations (in the “code clean-up” ordinance) to remain consistent with that law.
More background information about the City’s Housing Element and the programs it contains is
provided below.
The City’s Housing Element
After a year of development and drafting, the 2015-2023 Housing Element for the City of Palo
Alto was adopted on November 10, 2014, and subsequently certified by the California State
Department of Housing and Community Development (HCD) on January 20, 2015. The entire
text of the Housing Element can be found at
http://www.cityofpaloalto.org/civicax/filebank/documents/37935.
City of Palo Alto Page 3
A housing element covers an 8 year period and is a required component of a municipality’s
General Plan/Comprehensive Plan and must do the following:
Evaluate existing housing needs
Estimate projected housing needs
Review previous Housing Element goals and programs that evaluates how well they
achieved the City’s objectives
Inventory adequate sites with an analysis that assesses the jurisdiction’s ability to
accommodate its share of the regional housing need in light of environmental and
infrastructure issues and conditions
Identify governmental and non-governmental constraints to the production and
maintenance of housing
Propose specific ways to address identified needs, remove or reduce governmental
constraints; and conserve and improve existing affordable housing
Quantify objectives that estimate the maximum number of units by income level for
construction, rehabilitation and conservation of housing during the planning period
Primary to the above list of State required components is utilizing ABAG-generated housing
need projections for all income levels and providing zoning that can accommodate or is
appropriate for these units and growth. Palo Alto’s current Housing Element (Table 2-37)
requires the zoning for 1,988 new housing units, broken down by income level as follows:
Table 1: City of Palo Alto New Construction Need by Household Income Level, 2014-2022
Income Level % of Area Median Number of Units % of Total Need
Extremely Low Income 0-30% 345 17%
Very Low Income 31-50% 346 38%
Low Income 51-80% 432 22%
Moderate Income 81-120% 278 13%
Above Moderate Income over 120% 587 30%
Total 1,988 100%
Source: ABAG Regional Housing Needs Allocation & City of Palo Alto Housing Element, 2014
The definition of income levels is based on a percentage of area median income (AMI), which is
extremely high in our area. For example, “moderate income” housing is affordable to
households earning up to 120% of the area median or approximately $127,560 for a family of
four.1 In most other areas of the Country, this income level would be associated with “above
moderate” or market rate housing, rather than affordable housing.
1 This figure is based on the area median income of $106,300 for a 4 –person household in Santa Clara County as
of 4/15/15 as published by HCD.
City of Palo Alto Page 4
It should be noted that the City’s obligation to plan and zone for its Regional Housing Needs
Allocation (RHNA), as presented in Table 1, above, is aimed at addressing Palo Alto’s “fair
share” of regional housing needs, as determined by the Association of Bay Area Governments
(ABAG). RHNA numbers are not the same as projections of future housing growth, which are
often lower because of the constraints on housing production discussed in the Housing
Element.
The sites included in the inventory or “housing sites table” included as Appendix B in the
Housing Element (see map in Attachment A) are described by providing the location, size,
zoning, maximum density, and a “realistic capacity” for each site. Consistent with HCD’s
Guidelines, the City does not get “credit” for the maximum density of each site, but only a
“realistic capacity” of about 80% of the total capacity allowed under existing zoning. According
to HCD, this approach takes into account development trends, site constraints, and the
potential for some non-residential uses (as a part of mixed-use development).
The policies and programs included in the City’s Housing Element address a wide variety of
housing issues, grouped under the following high-level goals:
preservation of residential neighborhoods;
supporting the construction of housing near schools, transit, parks, shopping,
employment, and cultural institutions;
meeting underserved housing needs;
promoting an environment free of discrimination and barriers to housing choice; and
reducing the environmental impact of new and existing housing.
A list of the implementation programs included in the Housing Element with their respective
timeframes is included as Attachment B. Many of these programs are directly related to the
issues before the Council this evening:
Programs related to housing sites and densitites include Programs H2.2.5, H2.1.1,
H2.1.7, H2.1.10, H2.1.11, and H2.2.2
Programs related to micro units, accessory dwelling units, cohousing, or other housing
types include Programs H2.1.4, H3.3.5, H1.1.2, H3.1.7, H3.3.4)
Programs related the merger and development of small lots include Programs 2.1.9 and
2.2.1
Importantly, Program 2.1.9 regarding incentives for merger of small housing inventory sites was
of particular interest to housing advocates and HCD, and the City is required to adopt related
code amendments this year.
Discussion: Housing Sites
Since the adoption of the current Housing Element, individual members of the City Council have
expressed interest in revisiting the sites along San Antonio Road and South El Camino Real,
City of Palo Alto Page 5
consistent with Housing Element Program 2.2.5:
“…continue to identify more transit-rich housing sites including in the downtown and the
California Avenue area after HCD certification as part of the Comprehensive Plan Update
process and consider exchanging sites along San Antonio and sites along South El
Camino that are outside of identified “pedestrian nodes” for the more transit-rich
identified sites.”
The Housing Element also contains Program 2.1.10 which references “pearls on a string” as a
descriptor for pedestrian nodes along El Camino Real:
“As part of planning for the future of El Camino Real, explore the identification of
pedestrian nodes (i.e. “pearls on a string”) consistent with the South El Camino Design
Guidelines, with greater densities in these nodes than in other areas.”
The South El Camino Design Guidelines can be found here:
http://www.cityofpaloalto.org/civicax/filebank/documents/19041 and contains the following
simple diagram:
Figure 1. Diagram from the South El Camino Design Guidelines
Source: City of Palo Alto, Van Meter Williams Pollack, Kendall Planning and Design, 2002
The City of Mountain View has approved significant development at the southwestern end of
San Antonio Road, bordering the City of Palo Alto that has added considerable numbers of
housing units and retail sites, and this development continues. With increased traffic along San
Antonio putting new pressures on the neighborhoods immediately to the northwest, and
recognizing that sites identified in the Housing Element northeast of Middlefield Road and
along southern El Camino Real are not as well served by transit or as accessible to
neighborhood services as other sites, this location may not be suitable for the approximately
250 new units of realistic capacity attributed to these sites.
City of Palo Alto Page 6
Scenario 3 in the Draft Environmental Impact Report (DEIR) for the Comprehensive Plan Update
tests the idea of deleting these sites in South Palo Alto and replacing them by increasing the
densities allowed on other, existing sites in Downtown and California Avenue area. (This was
not a policy decision; instead it was done to illustrate what the potential impact would be).
Under Scenarios 3, staff assumed that the Pedestrian and Transit Oriented Development
(PTOD) overlay would be applied to a broader geographic area, including Downtown, and would
be streamlined to incentivize its use. (The PTOD is effectively a local alternative to the State’s
density bonus law.)
If 15 out of a total of 46.5 acres of Downtown Commercial (CD) zoned land were redeveloped
with residential mixed use space at a realistic yield of 30 dwelling units per acre, it would yield
approximately 450 new units. (The 2015-2023 Housing Element assumed approximately 94
units realistic yield for all CD zoned parcels included in the inventory.) If the boundary of the
PTOD area were extended to include the Fry’s site in the California Avenue area, the site could
redevelop at a higher maximum density of 40 dwelling units per acre (rather than 30 dwelling
units per acre currently), yielding 600 units. (The 2015-2023 Housing Element assumed
redevelopment with 221 units.) Applying a “realistic capacity” of 30 du/ac at the 15 acre Fry’s
site would yield 450 units or 229 more than assumed in the Housing Element. Together the
changes tested in Scenario 3 could result in 900 units, or 585 more than the current Housing
Element.
Scenario 4 in the Comprehensive Plan Update Draft EIR tests the idea of deleting the same sites
in South Palo Alto and replacing them by not only increasing the densities allowed on other,
existing sites in Downtown and California Avenue area, but by adding new sites in the El Camino
Real corridor. Specifically, the scenario envisions that the City could identify new housing sites
and potentially extend the PTOD zoning district to cover the northeastern portion of the
Stanford Shopping Center and the Stanford Research Park fronting El Camino Real.
If the Palo Alto Square site at the corner of El Camino Real and Page Mill Road were rezoned
from PC-2533 to RM-40, assuming mixed use, structured parking, & commercial/residential
fronting El Camino Real, the 15 acre site could yield approximately 450 new housing units at a
“realistic capacity” of 30 du/ac. (While the entire 15 acre lot would be rezoned to achieve the
“realistic capacity” of 30 du/ac and 450 dwelling units, staff assumed the residential
development would occur on the 5.5 acres fronting on ECR and surface parking would be
replaced in a structure or underground.) If 12 acres fronting El Camino Real in the Stanford
Shopping Center were redeveloped as mixed use commercial/residential at a realistic capacity
of 35 dwelling units per acre, approximately 420 additional housing units could be
accommodated. (35 du/ac was assumed as the “realistic capacity” if the Downtown PTOD
extended to Stanford Shopping Center, although the maximum density would be higher. A new
Development Agreement would be required per PAMC Section 18.16.060.) Together these two
changes tested in Scenario 4 could result in 870 units more than the current Housing Element
as both these sites are currently not in the Housing Inventory Sites list.
All of these concepts would require further development if the Council is interested in pursuing
City of Palo Alto Page 7
them, and alternative approaches to replacing the San Antonio and South El Camino Real sites
could also be considered in the context of the “Quality of Life” scenario that the Council has
requested that staff define further. For example, Draft EIR Scenarios 2-4 advance the idea of
somewhat reducing commercial FAR in the downtown and replacing it with residential FAR.
This same approach could be used in mixed-use zones along the El Camino Real corridor and in
the California Avenue area. If the Council is interested in this approach or an alternate
approach, staff can quantify the potential unit yield for analysis in the “Quality of Life” scenario
requested on February 22, 2016.
Discussion: Housing Programs
With the focus on houisng sites, implementaton programs are often forgotten. However, as
noted above, the City Council has expressed an interest in exploring policies and zoning changes
to stimulate production of small units, consistent with some of the programs in the City’s
Housing Element. Some of the suggestions advanced by Councilmembers and the public
include the following:
1. Accessory Dwelling Units: Small, self-contained living units that have their own
kitchen, bedroom(s), and bathroom space. ADUs are apartments that can
be located within the walls of an existing or newly constructed single-family home or
can be an addition to an existing home. They can also be freestanding cottages on
the same lot as the principal dwelling unit.
2. Micro-units: Small apartments that can be as small as 200-300 square feet. These
apartments often include a small living/bedroom area, a small bathroom, and a
kitchenette. In some cases, bathrooms and kitchens are shared among residents on
the same floor and the micro-units are primarily for sleeping and sitting. San
Francisco recently passed legislation that allows for the construction of micro-units,
with a minimum square footage of 220 square feet.
3. Co-housing: An intentional community of private homes clustered around shared
space. Each attached or single family home has traditional amenities, including a
private kitchen. Shared spaces typically feature a common house, which may
include a large kitchen and dining area, laundry, and recreational spaces. Shared
outdoor space may include parking, walkways, open space, and gardens.
Neighbors also share resources like tools and lawnmowers.
4. Housing density: Set a threshold for the minimum number of housing units that
need to be built on a site or, alternatively, let the maximum floor area ration (FAR)
rather than dwelling unit density standards determine how many units can “fit” on a
given site.
City of Palo Alto Page 8
5. Non-Residential density: Lower the maximum FAR for non-retail commercial square
footage in mixed use development and replace with increased residential FAR to
encourage higher density housing.
6. “Unbundling” parking and/or removing parking requirements: This concept could be
implemented along major commercial corridors well served by public transit and
would serve younger families and/or seniors who do own cars.
7. Land assembly incentives – as noted above, the City’s Housing Element requires that
we adopt some incentives for small lot consolidation focusing on small sites in the
City’s housing inventory. Incentives can include but are not limited to additional
height or density, and/or reduced parking or retail requirements.
8. Affordable Housing Overlay Zones (HOZ): Based on carrots rather than sticks, HOZs
encourage production of affordable homes rather than requiring it. They permit
owners to develop under base zoning or more lenient HOZ regulations. Rather than
imposing restrictions, HOZ incentives may include increased density, relaxed height
limits, reduced parking requirements, fast-tracked permitting, and exemptions from
mixed-use requirements. In order to qualify for these incentives, developments
must include a certain percentage of homes for lower income households, generally
between 25% and 100% of the units. Menlo Park and Los Gatos have recently
enacted HOZs.
There are certainly ideas other than these that can be considered, and the Housing Element
programs listed in Attachment B cover these and more.
City Council direction is requested regarding those concepts that the Council would like to
explore further and potentially consider for implementation concurrent with the
Comprehensive Plan Update. Implementation could consist of inclusion of supporting policies
and programs in the Land Use and Community Design Element of the Comprehensive Plan
Update, amendment of the City’s adopted Housing Element (in consultation with HCD), and/or
a consideration of zoning changes necessary to implement programs already identified in the
Housing Element. Also, those concepts that the Council would like to explore further can be
included for analysis as part of the “Quality of Life” scenario that the City Council requested in
conjunction with the Comprehensive Plan Update Draft EIR on February 22, 2016.
Timeline
The Council’s direction this evening will inform ongoing work of the Citizens Advisory
City of Palo Alto Page 9
Committee for the Comprehensive Plan Update as well as staff’s work to define a potential
“Quality of Life” scenario for analysis as part of the Comp Plan EIR process. The current
schedule for the Comprehensive Plan Update is included as Attachment C and reflects changes
since the Council’s last discussion on February 22, 2016 based on the Council’s input, the work
of the CAC, and staff resources.
Resource Impact
The additional funding required to analyze a “Quality of Life” scenario and support staff work in
completing the Comprehensive Plan Update will be addressed in an amendment to the
Placeworks contract that will be proposed for adoption in May when the Council will have the
opportunity to review components for inclusion in the scenario as discussed on February 22,
2016.
The requested direction this evening is expected to inform ongoing work as well as work
products that would be funded by this contract amendment.
To the extent that the Council’s direction involves policy or regulatory changes beyond those
expected as part of the Comprehensive Plan Update, these may involve additional staff and
consultant resources that will have to be assessed based on the specific direction provided.
Environmental Review
For purposes of the California Environmental Quality Act (CEQA), this evening’s requested
action is not a “project” requiring environmental review, although any policy and regulatory
changes that the Council wishes to consider further will themselves require environmental
review before a decision can be made related to their adoption and implementation.
Attachments:
Attachment A: Housing Inventory Sites (PDF)
Attachment B: 2015-2023 Housing Element Time Frame and Programs (DOCX)
Attachment C: Comp. Plan Schedule (PDF)
Palo Alto Housing Element – Adopted
Chapter 3 –Resources and Sites 62
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Summary of Near Term Housing Element Programs
March 4, 2016
Page 1
Housing Element 2015-2023
Near Term Implementation Programs -- Time Frame
Implement within 2 years of adoption (by Dec. 2016)
H2.1.7 PROGRAM Explore developing a Transfer of Development Rights (TDR) program to
encourage higher-density housing in appropriate locations.
Eight-Year Objective: Create opportunities for higher-density housing.
Funding Source: City funds
Responsible Agency: Planning & Community Environment
Time Frame: Consider program within two years of Housing Element
adoption
Status: Not yet completed.
H2.1.8 PROGRAM Promote redevelopment of underutilized sites by providing information
about potential housing sites on the City’s website, including the Housing
Sites identified to meet the RHNA and information about financial
resources available through City housing programs.
Eight-Year Objective: Provide information to developers about potential
housing sites.
Funding Source: City funds
Responsible Agency: Planning & Community Environment
Time Frame: Post information on website upon adoption of Housing
Element
Status: Completed.
H2.1.9 PROGRAM Amend the Zoning Code to create zoning incentives that encourage the
consolidation of smaller lots identified as Housing Inventory Sites and
developed with 100% affordable housing projects. Incentives may include
development review streamlining, reduction in required parking for
smaller units, or graduated density when consolidated lots are over one-
half acre. Adopt amendments as appropriate. Provide information
regarding zoning incentives to developers.
Eight-Year Objective: Amend the Zoning Code to provide development
incentives to meet the RHNA.
Funding Source: City funds
Responsible Agency: Planning & Community Environment
Time Frame: Adopt amendments within two years of Housing
Element adoption
Status: Not yet completed.
ATTACHMENT B
Summary of Near Term Housing Element Programs
March 4, 2016
Page 2
H2.2.4 PROGRAM As detailed in the Resources chapter of the Housing Element, the City of
Palo Alto has committed to providing financial assistance towards the
conversion of 23 multi-family units to very low-income (30-50% AMI)
units for a period of 55 years, and is seeking to apply credits towards the
City’s RHNA (refer to Appendix C - Adequate Sites Program Alternative
Checklist). The Palo Alto Housing Corporation (PAHC) approached the
City for assistance in converting a portion of the 60 units at the Colorado
Park Apartments, to be reserved for very low-income households. The
committed assistance will ensure affordability of the units for at least 55
years, as required by law.
Eight-Year Objective: By the end of the second year of the housing
element planning period, the City will enter into a legally enforceable
agreement for $200,000 in committed assistance to purchase affordability
covenants on 23 units at the Colorado Park Apartments. The City will
report to HCD on the status of purchasing affordability covenants no later
than July 1, 2018, and to the extent an agreement is not in place, will
amend the Housing Element as necessary to identify additional sites.
Responsible Agency: Planning & Community Environment
Time Frame: Ongoing
Status: Completed.
H3.1.14 PROGRAM Encourage and support the regional establishment of a coordinated effort
to provide shared housing arrangement facilitation, similar to the HIP
Housing Home Sharing Program in San Mateo County. Advocate among
regional and nonprofit groups to establish the necessary framework.
Eight-Year Objective: Meet with regional groups and work to establish a
Santa Clara Home Sharing Program
Funding Source: City Housing funds
Responsible Agency: Planning & Community Environment
Time Frame: Within two years of Housing Element adoption
Status: Not yet completed.
H3.5.2 PROGRAM Amend the Zoning Code to clarify distancing requirements for emergency
shelters, stating that “no more than one emergency shelter shall be
permitted within a radius of 300 feet.”
Eight-Year Objective: Amend the Zoning Code to clarify distancing
requirements for emergency shelters.
Funding Source: City funds
Responsible Agency: Planning & Community Environment
Time Frame: Adopt amendments within one year of Housing Element
adoption
Status: Completed.
Summary of Near Term Housing Element Programs
March 4, 2016
Page 3
H3.5.3 PROGRAM Amend the Zoning Code to revise definitions of transitional and
supportive housing to remove reference to multiple-family uses, and
instead state that “transitional and supportive housing shall be considered
a residential use of property and shall be subject only to those restrictions
that apply to other residential dwellings of the same type in the same
zone.”
Eight-Year Objective: Amend the Zoning Code to revise transitional and
supportive housing definitions.
Funding Source: City funds
Responsible Agency: Planning & Community Environment
Time Frame: Adopt amendments within one year
Status: Completed.
H5.1.7 PROGRAM In accordance with Government Code Section 65589.7, immediately
following City Council adoption, the City will deliver to all public
agencies or private entities that provide water or sewer services to
properties within Palo Alto a copy of the 2015-2023 Housing Element.
Eight-Year Objective: Immediately following adoption, deliver the
2015-2023 Palo Alto Housing Element to all providers of sewer and water
services within the City.
Funding Source: City funds
Responsible Agency: Planning & Community Environment
Time Frame: Within one month of adoption of the Housing Element
Status: Completed.
Implement within 3 years of adoption (by Dec. 2017)
H1.1.2 PROGRAM Consider modifying development standards for second units, where
consistent with maintaining the character of existing neighborhoods. The
modifications should encourage the production of second units affordable
to very low-, low-, or moderate-income households.
Eight-Year Objective: Consider modifying the Zoning Code to provide
for additional second units.
Funding Source: General Fund
Responsible Agency: Planning & Community Environment
Time Frame: Conduct a study within three years of adoption of Housing
Element to assess the potential for additional second units with
modifications to the development standards.
Status: Not yet Completed (Underway).
H1.1.3 PROGRAM Provide incentives to developers such as reduced fees and flexible
development standards to encourage the preservation of existing rental
cottages and duplexes currently located in the R-1 and R-2 residential
areas.
Summary of Near Term Housing Element Programs
March 4, 2016
Page 4
Five-Year Objective: Preserve 10 rental cottages and duplexes.
Funding Source: City Housing Fund
Responsible Agency: Planning and Community Environment
Time Frame: Explore incentives within three years of Housing Element
adoption
Status: Not yet completed.
H2.1.1 PROGRAM To allow for higher density residential development, consider amending
the Zoning Code to permit high-density residential in mixed use or single
use projects in commercial areas within one-half a mile of fixed rail
stations and to allow limited exceptions to the 50-foot height limit for
Housing Element Sites within one-quarter mile of fixed rail stations.
Eight-Year Objective: Provide opportunities for a diverse range of
housing types near fixed rail stations.
Funding Source: City funds
Responsible Agency: Planning & Community Environment
Time Frame: Consider Zoning Code amendments within three years of
Housing Element adoption
Status: Not yet completed.
H2.1.3 PROGRAM Amend the zoning code to specify the minimum density of eight dwelling
units per acre in all RM-15 districts. Consider amending the zoning code
to specify minimum density for other multifamily zoning districts,
consistent with the multi-family land use designation in the
Comprehensive Plan.
Eight-Year Objective: To provide opportunities for up to10 additional
dwelling units on properties zoned RM-15
Funding Source: City funds
Responsible Agency: Planning & Community Environment
Time Frame: Within three years of Housing Element adoption
Status: Not yet Completed.
H2.1.4 PROGRAM Amend the Zoning Code to create zoning incentives that encourage the
development of smaller, more affordable housing units, including units for
seniors, such as reduced parking requirements for units less than 900
square feet and other flexible development standards.
Eight-Year Objective: Provide opportunities for 75 smaller, more
affordable housing units.
Funding Source: City funds
Responsible Agency: Planning & Community Environment
Time Frame: Within three years of Housing Element adoption
Status: Not yet completed.
H2.2.1 PROGRAM Implement an incentive program within three years of Housing Element
Summary of Near Term Housing Element Programs
March 4, 2016
Page 5
adoption for small properties identified as a Housing Element Site to
encourage housing production on those sites. The incentive eliminates Site
and Design Review if the project meets the following criteria:
• The project has 9 residential units or fewer
• A residential density of 20 dwelling units per acre or higher
• Maximum unit size of 900 square feet
Eight-Year Objective: Streamline processing for identified Housing
Element Sites.
Funding Source: City funds
Responsible Agency: Planning & Community Environment
Time Frame: Adopt program within three years of Housing Element
adoption
Status: Site and Design Review threshold has been increased to 9 units.
H2.2.2 PROGRAM Work with Stanford University to identify sites suitable for housing that
may be located in the Stanford Research Park and compatible with
surrounding uses.
Eight-Year Objective: Identify sites suitable for housing to
accommodate additional housing units.
Funding Source: City funds
Responsible Agency: Planning & Community Environment
Time Frame: Identify sites within three years of Housing Element
adoption
Status: Not yet Completed (Underway)
H2.2.6 PROGRAM On parcels zoned for mixed use, consider allowing exclusively residential
use on extremely small parcels through the transfer of zoning requirements
between adjacent parcels to create horizontal mixed use arrangements. If
determined to be appropriate, adopt an ordinance to implement this
program.
Eight-Year Objective: Consider transfer of zoning requirements to
create horizontal mixed use.
Funding Source: City funds
Responsible Agency: Planning & Community Environment
Time Frame: Within three years of Housing Element adoption
Status: Not yet completed (Can be accomplished with Program 2.1.9).
H3.1.1 PROGRAM Amend the City’s BMR ordinance to lower the BMR requirement
threshold from projects of five or more units to three or more units, and to
modify the BMR rental section to be consistent with case law related to
inclusionary rental housing.
Summary of Near Term Housing Element Programs
March 4, 2016
Page 6
Eight-Year Objective: Provide opportunities for four additional BMR
units.
Funding Source: City funds
Responsible Agency: Planning & Community Environment
Time Frame: Amend BMR Ordinance within three years of Housing
Element adoption.
Status: Not yet completed. (Underway)
H3.1.12 PROGRAM Amend the Zoning Code to provide additional incentives to developers
who provide extremely low-income (ELI), very low-income, and low-
income housing units, above and beyond what is required by the Below
Market Rate program, such as reduced parking requirements for smaller
units, reduced landscaping requirements, and reduced fees.
Eight-Year Objective: Provide incentives for development of housing
for Extremely Low Income households.
Funding Source: City Housing funds
Responsible Agency: Planning & Community Environment
Time Frame: Within three years of Housing Element adoption
Status: Not yet completed.
H3.3.4 PROGRAM Support the development and preservation of group homes and supported
living facilities for persons with special housing needs by assisting local
agencies and nonprofit organizations in the construction or rehabilitation
of new facilities for this population.
Eight-Year Objective: Regularly review existing development
regulations, and amend the Zoning Code accordingly to reduce regulatory
obstacles to this type of housing.
Funding Source: City & CDBG Funds
Responsible Agency: Planning & Community Environment
Time Frame: Amend Zoning Code within three years of Housing Element
adoption.
Status: Not yet completed.
H3.4.4 PROGRAM The City will work with affordable housing developers to pursue
opportunities to acquire, rehabilitate, and convert existing multi-family
developments to long-term affordable housing units to contribute to the City’s
fair share of the region’s housing needs.
Eight-Year Objective: Identify potential sites for acquisition and
conversion and provide this information to developers.
Funding Source: City funds
Responsible Agency: Planning and Community Environment
Time Frame: Within three years of Housing Element adoption
Status: Ongoing.
Summary of Near Term Housing Element Programs
March 4, 2016
Page 7
H4.2.1 PROGRAM Ensure that the Zoning Code facilitates the construction of housing that
provides services for special needs households and provides flexible
development standards for special service housing that will allow such
housing to be built with access to transit and community services while
preserving the character of the neighborhoods in which they are proposed
to be located.
Eight-Year Objective: Evaluate the Zoning Code and develop flexible
development standards for special service housing.
Funding Source: City funds
Responsible Agency: Planning & Community Environment
Time Frame: Evaluate the Zoning Code within three years of adoption of
the Housing Element.
Status: Not yet completed.
H4.2.2 PROGRAM Work with the San Andreas Regional Center to implement an outreach
program that informs families in Palo Alto about housing and services
available for persons with developmental disabilities. The program could
include the development of an informational brochure, including
information on services on the City’s website, and providing housing-
related training for individuals/families through workshops.
Eight-year objective: Provide information regarding housing to families
of persons with developmental disabilities.
Funding Source: General Fund
Responsibility: Planning and Community Environment
Time frame: Develop outreach program within three years of adoption of
the Housing Element.
Status: Not yet completed.
Implement within 4 years of adoption (by Dec. 2018)
H3.1.7 PROGRAM Ensure that the Zoning Code permits innovative housing types such as co-
housing and provides flexible development standards that will allow such
housing to be built, provided the character of the neighborhoods in which
such housing is proposed to be located is maintained.
Eight-Year Objective: Review the Zoning Code and determine
appropriate amendments to allow innovative housing types with flexible
development standards.
Funding Source: City funds
Responsible Agency: Planning & Community Environment
Time Frame: Consider changes to the Zoning Code within four years of
Housing Element adoption.
Status: Not yet completed.
H3.3.7 PROGRAM Prepare a local parking demand database to determine parking standards
Summary of Near Term Housing Element Programs
March 4, 2016
Page 8
for different housing uses (i.e. market rate multifamily, multifamily
affordable, senior affordable, emergency shelters etc.) with proximity to
services as a consideration. Adopt revisions to standards as appropriate.
Eight-Year Objective: Determine parking standards for different
residential uses.
Funding Source: City funds
Responsible Agency: Planning & Community Environment
Time Frame: Within four years of Housing Element adoption
Status: Not yet completed. (The City Council has requested we prioritize
this program due to changes in the State Density Bonus
Law related to parking.)
H3.6.1 PROGRAM Conduct a nexus study to evaluate the creation of workforce housing for
City and school district employees.
Eight-Year Objective: Create the opportunity for up to five units of
workforce housing.
Funding Source: City of Palo Alto Commercial Housing Fund
Responsible Agency: Planning & Community Environment
Time Frame: Conduct a study within four years of adoption of the
Housing Element.
Status: Not yet completed.
Implement with Comprehensive Plan
H2.1.10 PROGRAM As a part of planning for the future of El Camino Real, explore the
identification of pedestrian nodes (i.e. “pearls on a string”) consistent with
the South El Camino Design Guidelines, with greater densities in these
nodes than in other areas.
Eight-Year Objective: Explore the identification of pedestrian nodes.
Funding Source: City funds
Responsible Agency: Planning & Community Environment
Time Frame: Ongoing in conjunction with the Comprehensive Plan
update
Status: Not yet completed (Underway).
H2.1.11 PROGRAM Consider implementing the Pedestrian and Transit Oriented Development
(PTOD) Overlay for the University Avenue downtown district to promote
higher density multifamily housing development in that area.
Eight-Year Objective: Consider PTOD for University Avenue.
Funding Source: City funds
Responsible Agency: Planning & Community Environment
Time Frame: Within four years of Housing Element adoption, in
conjunction with the Comprehensive Plan update
Summary of Near Term Housing Element Programs
March 4, 2016
Page 9
Status: Not yet completed (Underway).
H2.1.12 PROGRAM Evaluate developing specific or precise plans for the downtown, California
Avenue, and El Camino Real areas to implement in the updated
Comprehensive Plan. Adopt plans for these areas, as appropriate.
Eight-Year Objective: Evaluate developing plans for downtown,
California Avenue, and El Camino Real.
Funding Source: City funds
Responsible Agency: Planning & Community Environment
Time Frame: Ongoing in conjunction with the Comprehensive Plan
update
Status: Not yet completed. (Proposed for inclusion as an implementation
program in the Comprehensive Plan Update)
H2.2.7 PROGRAM Explore requiring minimum residential densities to encourage more
housing instead of office space when mixed-use sites develop, and adopt
standards as appropriate.
Eight-Year Objective: Explore requiring minimum densities in mixed
use districts.
Funding Source: City funds
Responsible Agency: Planning & Community Environment
Time Frame: Ongoing in conjunction with the Comprehensive Plan
update
Status: Not yet completed (Underway).
H2.2.8 PROGRAM Assess the potential of removing maximum residential densities (i.e.
dwelling units per acre) in mixed use zoning districts to encourage the
creation of smaller housing units within the allowable Floor Area Ratio
(FAR), and adopt standards as appropriate.
Eight-Year Objective: Assess removal of maximum densities in mixed
use zoning districts.
Funding Source: City funds
Responsible Agency: Planning & Community Environment
Time Frame: Ongoing in conjunction with the Comprehensive Plan
update
Status: Not yet completed (Underway).
Comprehensive Plan Update Revised Schedule – March 8, 2016 DRAFT*
*Modifications since January 30, 2016 version based on Feb 22, 2016 City Council input, staffing changes, and other factors. All dates and topics subject to change;
additional meetings may be scheduled as needed.
Date* Citizens Advisory Committee (CAC)
Schedule of Meetings & Topics
Schedule of Other Events Related to the Comp
Plan Update
City Council
Schedule of Comp Plan Discussions
Mar 2 CAC Community Services Subcommittee
Mar 9 CAC Sustainability Subcommittee
Mar 15 Land Use & Community Design Element Part
II Policies & Programs (Discussion)
City Council Finance Committee: Draft Fiscal
Study
Mar 21 CAC Transportation Subcommittee City Council Discussion of Housing Sites & Programs
TBD CAC Land Use Subcommittee
TBD CAC Sustainability Subcommittee
April 13 PTC Draft EIR Hearing
April 18 Earth Day/SCAP Report to the City Council
(Chief Sustainability Officer)
April 19
Land Use & Community Design Element Part
III Policies & Programs (Discussion)
Recommendations on the Transportation
Element & Community Services Element
Considered on Consent
April 21 ARB Draft EIR Hearing
April 25 City Council Public Hearing on the Draft EIR
TBD CAC Land Use Subcommittee
April 28 Library Commission Draft EIR Hearing
May 5 End of the Draft EIR Comment Period
TBD CAC Sustainability Subcommittee
May 16 City Council Review of CAC work on Transportation
Element
May 17 Natural Environment Element Policies and
Programs (Discussion)
May 23 City Council “Quality of Life” Scenario discussion &
direction to staff; Placeworks contract modification
TBD CAC Natural Environment Subcommittee
Attachment C
Comprehensive Plan Update Revised Schedule – March 8, 2016 DRAFT*
*Modifications since January 30, 2016 version based on Feb 22, 2016 City Council input, staffing changes, and other factors. All dates and topics subject to change;
additional meetings may be scheduled as needed.
Date* Citizens Advisory Committee (CAC)
Schedule of Meetings & Topics
Schedule of Other Events Related to the Comp
Plan Update
City Council
Schedule of Comp Plan Discussions
June 6 City Council Review of CAC work on Land Use Element &
Direction regarding Policy L‐8
June 21 Land Use & Community Design Draft
Element Recommendations
TBD
CAC Sustainability Subcommittee
July 19 Safety Element Policies & Programs
(Discussion)
TBD
CAC Sustainability Subcommittee
TBD
CAC Natural Environment Subcommittee
TBD
CAC Safety Subcommittee
Aug 15
City Council Discussion of Sustainability in the Comp Plan
Update
Aug 16 Natural Environment Draft Element
Recommendations
Sep 20 Business & Economics Element Policies &
Programs (Discussion)
Oct 3
Publish “Quality of Life” Scenario Results for
45‐day public review period (supplement to the
Draft EIR)
City Council Review of CAC work on Natural Environment
& Safety
TBD
CAC Business & Economics Subcommittee
Oct 18 Safety Draft Element Recommendations
Nov 7
City Council Discussion & Direction on Governance &
Implementation
TBD SPECIAL MEETING – Governance Element
Policies and Programs (Discussion)
Nov 9
PTC Hearing on “Quality of Life” Scenario
Nov 14
City Council Hearing on “Quality of Life” Scenario
TBD
CAC Governance Subcommittee
Nov 15 Business & Economics Element
Recommendation
Dec 13 Governance Element Recommendation
Implementation Plan
Comprehensive Plan Update Revised Schedule – March 8, 2016 DRAFT*
*Modifications since January 30, 2016 version based on Feb 22, 2016 City Council input, staffing changes, and other factors. All dates and topics subject to change;
additional meetings may be scheduled as needed.
Date* Citizens Advisory Committee (CAC)
Schedule of Meetings & Topics
Schedule of Other Events Related to the Comp
Plan Update
City Council
Schedule of Comp Plan Discussions
Putting it all together/Final Thoughts and
Recommendations
Dec 31 Revised Draft Comp Plan Update Disseminated
for Public Review
Feb (2017)
PTC Review & Recommendation to the City
Council (Multiple meetings) Final Review of Transportation Element
March
Final Review of Land Use Element
March
Final Review of Natural Environment and Safety Elements
April
Final Review of Business & Economics, Community
Services & Facilities Elements
April
Review of Implementation Plan
May
Final Review of City Council’s Changes & Errata
May
Publication of the Final EIR, Mitigation
Monitoring Plan & Draft CEQA Findings
May
UPDATED COMP PLAN & FINAL EIR ADOPTED
City of Palo Alto (ID # 6424)
City Council Staff Report
Report Type: Action Items Meeting Date: 3/21/2016
City of Palo Alto Page 1
Summary Title: Council Site and Design Review of RWQCP Sludge Facility
Title: PUBLIC HEARING: Adoption of a Mitigated Negative Declaration and
Approval of a Site and Design Review Application for a new Two-Story, 7,500
Square Foot, 50-Foot tall Building Designed to Handle Sludge De-watering
and Truck Load-outs, With Adjacent Stand-by Generator, and a new Outdoor
Equipment Area Next to the Existing Incinerator, to be Placed Centrally on
the Regional Water Quality Control Plant Site at 2501 Embarcadero Way
From: City Manager
Lead Department: Planning and Community Environment
Recommendation
Staff recommends that Council approve the Mitigated Negative Declaration (Attachment G),
Mitigation and Monitoring Program (Attachment K) and the Record of Land Use (Attachment A)
approving the Site and Design Review and Architectural Review application for the new
dewatering facility at the Regional Water Quality Control Plant.
Executive Summary
The new two-story bio-solids dewatering facility, a 7,500 square foot (sf) building to be placed
centrally and in an open area on the Regional Water Quality Control Plant (RWQCP) site, is part
of a long term RWQCP plan to carry out the Biosolids Facility Plan (BFP) and the Organics
Facilities Plan (ORP). A recent overall update on the ORP and the related Measure E can be
found in Staff Report #6503 (Attachment E). The new facility will allow the RWQCP’s
incinerators to be retired. The existing incinerator building will be repurposed for a time, and
then demolished, as part of a future project.
The Initial Study/Draft Mitigated Negative Declaration (MND) for the project was revised
following two public hearings and submittal of public comments. The addendum provides
additional explanatory statements in response to those comments. The plans and documents
for this project, including the Draft Mitigated Negative Declaration, are viewable on the City’s
website at https://www.cityofpaloalto.org/civicax/filebank/documents/51102
(Architectural Review Board webpages) and at
http://www.cityofpaloalto.org/news/displaynews.asp?NewsID=3412 (Project webpage).
City of Palo Alto Page 2
The Site and Design Review application and MND were recommended by the Planning and
Transportation Commission (PTC) and Architectural Review Board (ARB). The project meets the
Site and Design Review objectives set forth in Palo Alto Municipal Code (PAMC) Chapter
18.30(G).060, and Architectural Review (AR) findings as set forth in the Record of Land Use
Action (Attachment A). The AR findings from PAMC Chapter 18.76, Section 18.76.020 were
utilized for this review. Council has not yet adopted the revised AR findings recommended by
the ARB and PTC, but is scheduled to review and adopt (or modify) these findings April 11,
2016.
The dewatering project is at the 90% design level of development. The project plans are
provided to Council as Attachment M and are viewable online via
http://www.cityofpaloalto.org/civicax/filebank/documents/50224
The “100%” design documents will be issued to prospective construction contractors as part of
the bid process. Staff is pursuing a low-interest loan from the State of California to cover
project costs. Staff will return to Council for approval of resolutions needed for the loan,
modifications to partner agreements to repay a proportionate share of the loan, the
construction contract, and a construction management contract.
Background
RWQCP Site and Project Overview
The dewatering facility is proposed on the 25-acre RWQCP site, zoned ‘Public Facilities’ (PF),
designated ‘Major Institutions/Special Facilities’ on the City’s Comprehensive Plan land use
map, and owned and operated by the City of Palo Alto. The non-City owned properties along
Embarcadero Way, designated in the Comprehensive Plan as Research/Office Park, are all
developed and zoned ROLM(E)-D-AD, which stands for ‘Research, Office, and Limited
Manufacturing’ District Sub-Distrist ‘Embarcadero’ with ‘Automobile Dealership’ Combining
District. The adjacent Baylands Nature Preserve, a major migratory bird stopover on the Pacific
Flyway, supports trails used by cyclists, runners, hikers and bird watchers. The plant treats
wastewater from the East Palo Alto Sanitary District, Los Altos, Los Altos Hills, Mountain View,
Palo Alto and Stanford University. The site is subject to policies of the 2008 Palo Alto Baylands
Master Plan, viewable at http://www.cityofpaloalto.org/civicax/filebank/documents/14882.
The proposed sludge dewatering building would be located southeast of the Incinerator
Building, and vehicle access would be provided from Embarcadero Way. All dewatering
operations will occur within the new building, where continuous machinery operations will be
isolated from the environment. No staff will permanently occupy the building; staff will
perform routing operation and maintenance of the facility. The building will house belt filter
presses, an interior truck loadout and other support areas, and will have a robust system for
odor control. The project includes a stand-by deisel engine generator and fuel storage in a sub-
base fuel tank. Simple site improvements are proposed to the landscaping, irrigation, paving
City of Palo Alto Page 3
and drainage systems. Though the project site is within 500 feet of the Baylands preserve, it
does not contain any native marshland or aquatic habitats, but it does contain significant
mature vegetation. The project is also located within the Airport Influence Area (AIA).
The project description (Attachment B), statement of landscape design intent (Attachment C),
Initial Study/Mitigated Negative Declaration (Attachment G) and addendum providing
responses to comments thereto (Attachment H) provide greater detail about existing conditions
on the site and the proposed project. A set of images to illustrate views of the project from
high point of the adjacent Byxbee Park are contained within Attachment D, a set of responses
to questions received from a commissioner and from a member of the public prior to the PTC
hearing. All three letters from Mr. Herb Borock are included within Attachment H, along with
responses thereto.
PTC and ARB Reviews
Both the PTC and ARB reviewed this project. The ARB performs architectural review following
PTC review and recommendation on the Site and Design Review application. The Site and
Design Review process is intended to ensure that development in environmentally and
ecologically sensitive areas will be harmonious with other uses in the general vicinity,
compatible with environmental and ecological objectives, and in accord with the Palo Alto
Comprehensive Plan.
The staff reports for the December 17, 2015 ARB study session, January 27, 2016 PTC hearing
and February 18, 2016 ARB hearing provided context and background information, including
summaries of previous public hearings. The ARB study session report is viewable at
https://www.cityofpaloalto.org/civicax/filebank/documents/50283. The PTC meeting minutes
are attached (Attachment F) and the January 27, 2016 PTC staff report is viewable at
http://www.cityofpaloalto.org/gov/boards/ptc/default.asp. The ARB meeting verbatim minutes
are attached (Attachment I) and the February 18, 2016 ARB staff report is viewable at
https://www.cityofpaloalto.org/civicax/filebank/documents/51102.
Planning and Transportation Commission Hearing
The PTC conducted a public hearing of the project and the associated MND, and recommended
approval on a 6-1 vote. The dissenting commissioner didn’t want to vote for the project until
the required clearance was received from the Federal Aviation Administration (FAA). The FAA
clearance (Attachment J) was since received, on February 18, 2016. Condition of approval 3(e)
in Attachment A requires placement of lights to address FAA requirements. There were two
public speakers; one speaker expressed interest in the study with respect to the airport plan.
The other speaker provided written comments on the MND regarding the topics of odor and
green house gases and his written comments, submitted on January 27, 2016, were addressed
in Attachment D. Public Works staff spoke to speakers’ concerns, which included the project’s
relationship to the Palo Alto Airport; discussion about the City’s obligation with respect to
review of this project for consistency with airport policies was provided within the ARB report,
as follow up. This topic is discussed briefly later in this staff report.
City of Palo Alto Page 4
Architectural Review Board Hearing
The ARB conducted a public hearing of the project and associated MND, and recommended
approval on a 4-1 vote, subject to removal of the green screens the applicant had proposed on
two sides of the building in an attempt to address items cited by the ARB during an earlier study
session. There was one speaker (Mr. Borock), who noted concerns regarding greenhouse gas
explanatory text, vegetation at the southerly edge of the site, and space for storage. Public
Works staff responded and further explanation is provided in the annotated, revised MND. The
ARB noted appreciation of the photosimulations and existing, recently installed landscaping.
Prior to the motion made to remove the green screens from the project, the dissenting ARB
member noted that his only objection to the project was the green screen design, which he felt
needed further work; though he did not state the reason why he then voted against the project,
the removal of green screens from the project may have resulted in his vote against the project.
Discussion
Site and Project Visibility
The RWQCP site can be viewed from surrounding properties west of the site (the business
park), south of the site (the capped landfill that is undergoing a transition to parkland), north of
the site (the Palo Alto Airport) and east and south of the site (Baylands Nature Preserve,
approximately 500 feet to the east and 800 feet to the south). The tall, dense thicket of privet
trees along the site’s eastern boundary creates a natural barrier between the site, the adjacent
roadways (Embarcadero Road and Harbor Road), and the preserve lands to the east. The site’s
southern edge is lined with trees. The plan set includes photo-simulations of the proposed
building viewed from the expanding Byxbee Park and Baylands Preserve. The aerial below
indicates the proposed location of the sludge dewatering and loadout facility just southeast of
the incinerator building. The new building and truck access route will be placed on land that is
currently open with no permanent structures. Other on-site functions and off-site views of the
site are indicated on the aerials and in photos in the attached application materials, and found
on the City’s website at the link provided earlier in this report.
City of Palo Alto Page 5
View from Embarcadero Road
The RWQCP site has frontage along Embarcadero Road, Embarcadero Way, and Harbor Road.
The closest building to Embarcadero Road, identified as a scenic route in the Palo Alto
Comprehensive Plan, is a one-story, Cor-Ten steel maintenance building seen as a rectangular
building in the above aerial and in the photo below. The nearby circular, low profile, recycled
water storage tank near Embarcadero Road is barely visible from Embarcadero.
The tallest building on the plant site, the 45’9” tall Incinerator Building, is barely visible from
Embarcadero Road due to existing mature and new vegetation along the site’s perimeter. The
vegetation also screens the five-foot-tall rooftop equipment atop the incinerator building from
Embarcadero Road, and other minor buildings and appurtenance on the site. The parapet of
the new building would be 4’3” taller than the incinerator building.
New Building and Support Facilities
The new 7,500 sf building and support facilities would be located in the middle of the RWQCP
site, where there are no existing buildings. The building will be a cast-in-place concrete
structure, with painted structural steel, profiled Cor-Ten steel panels and removable skylights.
The parapet would reach a height of 50 feet above grade. Above that, Cor-Ten steel guardrails
would extend two feet and one ventilation stack would extend 15 feet. The floor of the buidling
would be placed one foot above the 100-year base flood elevation of 10.5’. This will become
the tallest building on the site. The design is intended to complement the existing architectural
style at the treatment plant. The concrete walls will include horizontal reveals and exposed
form ties. The proposed natural, weathered concrete will have exposed form imprints.
Landscaping
The landscape design intent is to blend the new building into the existing landscaped site. Plant
material will be drought tolerant, native and non-native species selected to tolerate the
facility’s recycled water. Plantings are intended to interrupt views of the new building from off-
site locations. The intent statement (Attachment C) includes design objectives and plant
materials to be used. The areas proposed for new planting treatments include the ‘sharps’
pharmaceutical drop-off area, truck bay loading drive, building perimeter, public tour gathering
area, and Embarcadero Way exit driveway. Landscape plans show proposed screen landscaping
to limit views of the building from the Baylands Nature Preserve. Below is a photo simulation
that indicates screen landscaping at 10 years near Harbor Road.
City of Palo Alto Page 6
New plantings associated with this project will be seen from Harbor Road (18 36”-box sized
trees) as shown in the photo-simulation above, and from Embarcadero Way (three 24”-box and
six 15-gallon sized trees) as shown on the landscape plan above. Trees and vines are proposed
along the driveway from Embarcadero Way to the new building. The new trees on the west
side of the building include three Strawberry trees, three Incense Cedars, three Australian
Willows. New trees between the building and existing north soil bed filter include Strawberry
trees, Bottle trees, Incense Cedars, Willow-leafed Peppermint Eucalyptus trees, Australian
Willows and Canary Island Pines.
Vegetation, public art and signage installed near the Embarcadero Way driveway entrance to
the site in 2014 per the approved landscape plan are shown below.
On the following page is an image of plantings installed in 2014 along the perimeter of the site;
these plantings extended along a portion of Embarcadero Road, Harbor Road toward the
southern portion of the plant, and near Embarcadero Way. The 2014 project also included
interior landscaping intended to improve the aesthetics within the plant , create meeting areas
and safer way finding for the public tours, showcase recycled water use, demonstrate
sustainable landscape design. No additional vegetation is proposed along the southerly edge of
the plant, due prior Council action related to Measure E. The vegetation “gap” a member of
City of Palo Alto Page 7
the public cited, located on the south side of the plant, will not be filled in at this time; the 10-
acre former landfill site is held as a potential composting facility until 2021 per Measure E.
Compliance with Zoning Development Standards
The PF Public Facilities zone district is designed to accommodate governmental, public utility,
educational, and community service or recreational facilities. Public Facilities Development
Standards contained in PAMC Chapter 18.28 limit buildings to a maximum height of 50 feet, lot
coverage to 30% of the site’s area, and Floor Area Ratio (FAR) to 1:1. The project meets these
maximums, and the building placement is such that setbacks from property lines are much
greater than the minimum standards. The building parapet height of 50 feet meets the height
standard. The ventilation stack is shown as reaching a height of 65 feet or 15 feet above the
height limit in the PF zone district. PAMC Chapter 18.40 Section 18.40.090 ‘Height Exceptions’
allows exhaust fans to exceed the height limit of any zone district by 15 feet. There is no special
process or findings for this exception beyond the Site and Design Review process and
Architectural Review findings.
Comprehensive Plan Compliance
The following policies are relevant to the proposed project and are included in the RLUA:
POLICY L-5: Maintain the scale and character of the City. Avoid land uses that are
overwhelming and unacceptable due to their size and scale.
POLICY L-48: Promote high quality, creative design and site planning that is compatible
with surrounding development and public spaces.
POLICY N-29: All potential sources of odor and/or toxic air contaminants should be
City of Palo Alto Page 8
adequately buffered, or mechanically or otherwise mitigated to avoid odor and toxic
impacts that violate relevant human health standards.
POLICY N-37: Ensure the environmentally sound disposal of solid waste.
As noted, the proposed building is of a similar scale and materials to the tallest and most visible
structures on the project site, and the proposed central placement on the site and new
vegetation (at maturity) will help mitigate views of the new building from off site. The building
is designed with a “robust” odor control system to meet regional air quality standards. The
facility’s purpose is to “de-water” and “load out” waste.
2008 Baylands Master Plan and 2005 Design Guidelines
The 1998 Comprehensive Plan refers to the 1987 Baylands Master Plan (Plan), which was
updated in 2008. The Plan addresses the RWQCP on pages 181-194 and provides policies that
can be applied to the site (in “Overall” on page 65, “Flood Control” on page 257, and “Access &
Circulation” on page 242). The 2005 Site Assessment and Design Guidelines, Palo Alto Baylands
Nature Preserve document was prepared to help implement the Baylands Master Plan and the
Baylands-related Comprehensive Plan policies and programs. The link to these guidelines is as
follows: http://www.cityofpaloalto.org/civicax/filebank/documents/13318. The guidelines
document is intended to be used when designing or reviewing projects located in any part of
the Baylands. The Baylands Master Plan notes, “While the more specific guidelines are primarily
applicable to the dedicated parkland, the design principles and concepts should also be applied
in the service and commercial areas when designing or reviewing projects for compatibility with
the special aesthetic qualities and environmental conditions unique to the Baylands.” Staff and
the ARB looked at the project design with respect to the principles contained in the guidelines,
as outlined in the ARB staff report.
Comprehensive Plan Consistency with Respect to Palo Alto Airport
City staff determined the project is consistent with the Comprehensive Plan for the Palo Alto
Airport, because the project does not extend into the FAA Part 77 ‘imaginary surfaces.’ In late
January 2016, City staff submitted the required documentation to the FAA. On February 18,
2016, the FAA determined the new structure would not be a hazard to air navigation provided
the structure is marked and lighted in accordance with FAA Advisory circular 70/7460-1L. The
Part 77 map was presented to the PTC and is also included as an attachment to this report.
There are criteria for referring proposals (within the Airport Influence Area (AIA)) to the Airport
Land Use Commission (ALUC) for review. The sludge facility project does not meet the criteria
for either mandatory or voluntary referral to the ALUC; these criteria were provided in the ARB
report.
Palo Alto’s Transportation Element contains one goal with respect to the airport, and one policy
(Policy T-57). Goal T-10 states ‘A local airport with minimal off site impacts’ with the following
statement related to the goal:
“The Palo Alto Airport is a “business and recreational facility for northern Santa Clara
County, handling 250,000 landings and take-offs a year. Due to the short length of the
City of Palo Alto Page 9
runway and Federal Aviation Administration-imposed noise restrictions, use of the
Airport is limited to single-engine and light twin-engine aircraft.”
Transportation Element Policy T-57, states “Support the continued vitality and effectiveness of
the Palo Alto Airport without significantly increasing its intensity or intruding into open space
areas. The Airport should remain limited to a single runway and two fixed base operators. Palo
Alto will allow for improvement and only minor expansion of existing Airport facilities. In the
sensitive Baylands area, and immediately adjacent to homes in East Palo Alto, traffic and
aircraft noise should be minimized.”
A PTC member had noted a concern with the vent pipe with respect to airspace needs. If
significant changes occur at the airport requiring a new analysis of airspace needs, then the
vent pipe could be moved to accommodate any changes.
Timeline
The timeframe for construction of the new dewatering facility is estimated to be 24 months.
Policy Implications
Council has responsibilities as to expenditure of capital funds and service to the member
agencies using these facilities, in addition to taking action on the Site and Design Review
application and MND. The PTC was tasked with ensuring the Site and Design Review findings
were met, discussion of broad policy issues, review of the MND, and project compliance with
the Comprehensive Plan. The ARB was tasked with ensuring the Architectural Review findings,
Comprehensive Plan policies and programs, and Environmental Review issues related to
Aesthetics have been met or addressed, prior to forwarding its recommendation to Council.
Resource Impact
The construction cost of the project is estimated to be approximately $25 Million. The City is
applying for a loan from the State’s Revolving Fund for water quality improvement projects and
anticipates being successful. These low interest loans are currently running below 2% for a 30
year loan. Repayent begins upon completion of construction, approxinately two years from
now. The six Plant partners will pay their portion of the loan repayment costs. Palo Alto’s share
will be approximately 35 % of the total. More exact figures will be provided when the project
returns to Council for approval of the construction contract and related documents
Environmental Review
The attached Initial Study/Draft Mitigated Negative Declaration (MND, Attachment G) was
prepared by the City’s consultant, ch2m. The MND Notice of Intent (Attachment L) was
published and the Initial Study MND was made available for public review in City Hall and the
Development Center and on the City’s website for an initial 30-day period, and circulated to
state agencies by the State Clearinghouse. The only topic identified as having a potential
impact unless mitigated and requiring a mitigation measure was biological resources; namely,
City of Palo Alto Page 10
bird nesting (for which the mitigation measure is to address bird nesting concerns in
compliance with the Migratory Bird Treaty Act (MBTA)). Report Attachment K provides the
Mitigation Monitoring and Reporting Program related to this mitigation measure.
The PTC and ARB reviewed the MND together with the public comments and recommended
Council approval of both the MND and Site and Design Review application. The addendum to
the MND (Attachment H) was prepared to address public comments submitted prior to and
after the PTC review; no new impacts or mitigation measures have been identified. The MND
concludes, “Because the project would be located on an existing RWQCP, would be similar in
scale to existing features, and would meet the City’s approval findings, the visual character and
quality of views from the Palo Alto Baylands would not be substantially degraded. Impacts
would be less than significant.”
Attachments:
Attachment A: RLUA (DOC)
Attachment B: Project Description (PDF)
Attachment C: Statement of Landscape Design Intent (PDF)
Attachment D: QA Waldfogel and Borock (PDF)
Attachment E: Energy Compost Facility CMR #6503 (PDF)
Attachment F: Draft PTC minutes of January 27, 2016 (DOC)
Attachment G: ISMND December2015 (PDF)
Attachment H: IS comments and responses (addendum) (PDF)
Attachment I: ARB 2 18 16 Verbatim Minutes (DOCX)
Attachment J: FAA Determination 2016 (PDF)
Attachment K: Mitigation Monitoring and Reporting Program (PDF)
Attachment L: NOI to adopt MND to S. C. County - filed 12-14-15 (PDF)
Attachment M: Project Plans (Council only) (PDF)
ATTACHMENT A
1
ACTION NO. 2016-
RECORD OF THE COUNCIL OF THE CITY OF PALO ALTO OF LAND USE ACTION FOR 2501
EMBARCADERO WAY: SITE AND DESIGN REVIEW AND MITIGATED NEGATIVE DECLARATION
(CITY OF PALO ALTO, APPLICANT)
On March 21, 2016, the Council approved the Mitigated Negative Declaration and the
Site and Design Review application for the sludge dewatering and load out facility at the Regional
Water Quality Control Plan in the PF(D) Public Facility with Site and Design Overlay Zone District,
making the following findings, determination and declarations:
SECTION 1. Background. The City Council of the City of Palo Alto (“City Council”)
finds, determines, and declares as follows:
A. On September 9, 2015, Palo Alto Public Works staff applied for Site and Design
Review of the sludge dewatering and loadout facility at the Regional Water Quality Control Plant
(RWQCP) in the PF(D) Public Facility with Site and Design Overlay zone district (“the Project”).
B. Following staff review, ARB study session review and preparation and
circulation of the draft Mitigated Negative Declaration (MND), the Planning and Transportation
Commission (“Commission”) reviewed the Project on January 27, 2016 and voted 6-1 to
recommend that Council approve the project and MND. The Commission’s actions are contained in
the CMR ID #6424.
C. Following Commission review, the Architectural Review Board (ARB) reviewed
the Project on February 18, 2016 and voted (4-1) to recommend approval, subject to removal of
green screens. The ARB’s actions are contained in the CMR ID #6424.
SECTION 2. Environmental Review. The City as the lead agency for the Project has
determined that the project is subject to environmental review under provisions of the California
Environmental Quality Act (CEQA) under Guideline section 15070, Decision to Prepare a Negative
or Mitigated Negative Declaration. An environmental impact assessment was prepared for the
project and it has been determined that, with the implementation of mitigations, no potentially
adverse impacts would result from the development and, therefore, the Project would have a less
than significant impact on the environment. The Mitigated Negative Declaration was made
available for public review beginning December 15, 2016 through January 13, 2016. The Initial
Study and Draft Mitigated Negative Declaration, and addendum thereto, are contained in CMR ID
#6424.
SECTION 3. Site and Design Review Findings
1. The use will be constructed and operated in a manner that will be orderly,
harmonious, and compatible with existing or potential uses of adjoining or nearby sites.
ATTACHMENT A
2
The privately owned properties abutting and across the street from the Regional Water
Quality Control Plant (Plant) include sites fronting Embarcadero Way zoned ROLM(E)(D)(AD) and a
site at 2425 Embarcadero Way zoned “PC” (Planned Community PC 3020, a self storage facility
approved in 1977 with a rooftop wireless communication facility approved in 2002.) The publicly
owned properties abutting the site include the Palo Alto Recycling Center and Bixbee Park, and the
Palo Alto Airport is located across Embarcadero Road from the Plant. These publicly owned
properties are zoned Public Facilities with Site and Design Review (D) Overlay.
The new sludge facility and ancillary facilities will be compatible with the existing functions of the
Plant, which provides treatment and disposal of wastewater for the Cities of Palo Alto, Mountain
View, and Los Altos; the Town of Los Altos Hills; the East Palo Alto Sanitary District; and Stanford
University. The Plant is also the site for group tours of the facility, and City staff perform
administrative and maintenance duties in several buildings on the site. The proposed sludge
facility and ancillary facilities would be appropriately located in the center of the Plant site to
enable greater visual harmony with the nearby Bixbee Park. The project allows easy and orderly
truck access from Embarcadero Way, and the number of trucks accessing the site for operations
will not be incompatible with the existing nearby land uses, nor would they further impact the
existing and potential uses of adjoining or nearby sites. The new structures will be partially
screened from offsite views by existing structures and vegetation, to maintain the existing
relationship with the surrounding environment.
2. The project is consistent with the goal of ensuring the desirability of investment,
or the conduct of business, research, or educational activities, or other authorized occupations, in
the same or adjacent areas.
The Project will be consistent with other authorized on-site occupations, including
educational activities that take place during Plant tours, and authorized occupations in adjacent
areas. The design and size of the project are generally consistent with the existing buildings at the
facility, and the construction of all improvements will be governed by the regulations of the
current Zoning Ordinance, the Uniform Building Code, and other applicable codes to assure safety
and a high quality of development.
3. Sound principles of environmental design and ecological balance are observed in
the project.
The Project will implement appropriate sustainable building practices as deemed feasible.
The design is compliant with the California Green Building Standards Code (CalGreen), including
use of locally sourced and manufactured, reyclable cor-ten steel, energy-efficient and recyclable
concrete, and use of operational elements such as energy efficient motors, recycled water, and
eventual decommissioning of the incinerator building. Given the proposed Mitigation Measure,
the Project will not have a significant environmental impact as indicated by the proposed
Mitigated Negative Declaration for this Project.
4. The use will be in accord with the Palo Alto Comprehensive Plan.
ATTACHMENT A
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The Project, as conditioned, complies with the policies of the Land Use and Community
Design and the Natural Environment elements of the Comprehensive Plan; specifically, with the
following applicable policies:
POLICY L-5: Maintain the scale and character of the City. Avoid land uses that are
overwhelming and unacceptable due to their size and scale.
POLICY L-48: Promote high quality, creative design and site planning that is compatible
with surrounding development and public spaces.
POLICY N-29: All potential sources of odor and/or toxic air contaminants should be
adequately buffered, or mechanically or otherwise mitigated to avoid odor and toxic
impacts that violate relevant human health standards.
POLICY N-37: Ensure the environmentally sound disposal of solid waste.
The proposed building is of a similar scale and materials as the tallest and most visible structures
on the project site, and the proposed central placement on the site and existing and new
vegetation (at maturity) will help mitigate views of the new building from off site. The building is
designed with a “robust” odor control system to meet regional air quality standards. The facility’s
purpose is to “de-water” and “load out” waste. The project incorporates quality design that
recognizes the sensitive nature of the Baylands area as described in the Comprehensive Plan.
SECTION 4. Site and Design Approval Granted. Site and Design Approval is granted
for the project by the City Council under Palo Alto Municipal Code Section 18.30(G), subject to the
conditions of approval in Section 7 of this Record.
SECTION 5. Architectural Review Findings.
The design and architecture of the proposed improvements, as conditioned, complies with the
Findings for Architectural Review as required in Chapter 18.76 of the PAMC (grouped into six
categories below).
Comprehensive Plan and Purpose of ARB:
Finding #1: The design is consistent and compatible with applicable elements of the
Palo Alto Comprehensive Plan.
Finding #16: The design is consistent and compatible with the purpose of architectural
review, which is to:
o Promote orderly and harmonious development in the city;
o Enhance the desirability of residence or investment in the city;
o Encourage the attainment of the most desirable use of land and
o improvements;
o Enhance the desirability of living conditions upon the immediate site or in
o adjacent areas; and
o Promote visual environments which are of high aesthetic quality and variety and
which, at the same time, are considerate of each other.
The project is consistent with Findings #1 and #16 because:
ATTACHMENT A
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As noted in Section 3 of this RLUA, Site and Design Review Finding #4, the project meets
policies L-5, L-48, N-29 and N-37. The proposed building is of a similar scale and materials
as the tallest and most visible structures on the project site, and the proposed central
placement on the site and existing and new vegetation (at maturity) will help mitigate
views of the new building from off site. The building is designed with a “robust” odor
control system to meet regional air quality standards. The facility’s purpose is to “de-
water” and “load out” waste. The project incorporates quality design of an aesthetic
quality and variety appropriate to the RWQCP campus and the sensitive nature of the
adjacent Baylands Nature Preserve.
Compatibility and Character:
Finding #2: The design is compatible with the immediate environment of the site.
Finding #4: This finding of compatibility with unified or historic character is not
applicable to the project.
Finding #5: The design promotes harmonious transitions in scale and character in areas
between different designated land uses.
Finding #6: The design is compatible with approved improvements both on and off the
site.
The project is consistent with Findings #2, #4, #5 and #6 because:
There is no unified design or historic character along this portion of Embarcadero
Road/Embarcadero Way. The design and layout of the project takes into consideration the existing
conditions on site and adjacency to the surrounding industrial and natural environments. The
project includes mature tree preservation and new landscaping to improve screening of the
proposed, centrally located building; this will reduce potential impacts on public views from the
Baylands Nature Preserve. The building materials and design will be compatible with the palette
and design of industrial architectural style of buildings on the site (cast-in-place concrete, painted
structural steel, and profiled Cor-Ten steel panels). The project is not located in a transitional area
on the site and the building location far from the edge of the site which abuts the Baylands Nature
Preserve. The improvements are compatible with the existing plant use and the siting of the
building is compatible with future plans for improvements at the plant.
Functionality and Open Space:
Finding #3: The design is appropriate to the function of the project.
Finding #7: The planning and siting of the building on the site creates an internal sense
of order and provides a desirable environment for occupants, visitors and the general
community.
Finding #8: The amount and arrangement of open space are appropriate to the design
and the function of the structures.
The project is consistent with Findings #3, #7, and #8 because:
The new facility serves a utilitarian purpose and the structure’s simple design reflects this use. The
new building is centrally located on the site and ancillary facilities are nearby, including parking for
visitors, in an orderly and accessible manner for users of the facility. The building’s entry points are
clearly defined to promote safety, security, and wayfinding. The architectural design includes
ATTACHMENT A
5
skylights to allow daylight into the space and access for the maintenance or replacement of
equipment.
Circulation and Traffic:
Finding #9: Sufficient ancillary functions are provided to support the main functions of
the project and the same are compatible with the project’s design concept.
Finding #10: Access to the property and circulation thereon are safe and convenient for
pedestrians, cyclists and vehicles.
The project is consistent with Findings #9 and #10 because:
The project does not include nor require any changes to the vehicular site access from
Embarcadero Way; a new service drive (load-out entrance road) will be created off the main
driveway for trucks to access the Sludge Dewatering and Loadout facility, and adjustments will be
made to the existing internal vehicular driveway. No adjustments are proposed to the existing
parking spaces on the site. Concrete pedestrian ways are proposed to allow for adequate
circulation around the proposed facilities.
Landscaping and Plant Materials:
Finding #11: Natural features are appropriately preserved and integrated with the
project.
Finding #12: The materials, textures and colors and details of construction and plant
material are an appropriate expression to the design and function and compatible with
the adjacent and neighboring structures, landscape elements and functions.
Finding #13: The landscape design concept for the site, as shown by the relationship of
plant masses, open space, scale, plant forms and foliage textures and colors create a
desirable and functional environment on the site and the landscape concept depicts an
appropriate unit with the various buildings on the site.
Finding #14: Plant material is suitable and adaptable to the site, capable of being
properly maintained on the site, and is of a variety that would tend to be drought-
resistant and to reduce consumption of water in its installation and maintenance.
The project is consistent with Findings #11- #14 because:
The Project incorporates the minimal removal of vegetation and the installation of new native
trees to supplement screen trees planted in 2014. Along with heavy screen trees existing around
the property perimeter, the new screen trees will help further interrupt views of the new building
from Embarcadero Way (3 24”-box sized trees and 6 15-gallon sized trees), and from Harbor Road
(18 36”-box sized trees). New trees in front of the new building include three Strawberry trees,
three Incense Cedars, three Australian Willows; new trees between the building and existing north
soil bed filter include Strawberry trees, Bottle trees, Incense Cedars, Willow-leafed Peppermint
Eucalyptus trees, Australian Willows and Canary Island Pines. The selection of construction
materials, finishes and plantings is appropriate for this facility and the Baylands; they are simple in
form and use natural color tones and materials. The proposed native landscape design will
maintain the site’s character and provide visual screening for the new building. Two sides of the
new building will be partially screened with new vine plantings using a free standing mesh fence.
ATTACHMENT A
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Sustainability:
Finding #15: The design is energy efficient and incorporates renewable energy design
elements including, but not limited to:
a. Careful building orientation to optimize daylight to interiors
b. High performance, low-emissivity glazing
c. Cool roof and roof insulation beyond Code minimum
d. Solar ready roof
e. Use of energy efficient LED lighting
f. Low-flow plumbing and shower fixtures
g. Below grade parking to allow for increased landscape and storm-water treatment areas
The project is consistent with Finding #15 because:
The proposed materials are durable. Cor-Ten steel has resistance to atmospheric corrosion,
negates the need for painting, is local sourced and manufactured, has a high proportion of
recycled content and is 100% recyclable. The concrete is resource efficient, durable, energy
efficient, creates minimal waste during construction, and is recyclable. The electrical design
includes the use of intelligent motor control centers which are energy efficient. Recycled water
will be used for all process water needs. The plant’s air emissions footprint will be reduce
following decommissioning of the incinerator building. In accordance with the City’s Green
Building Regulations, the building will satisfy the requirements for CALGreen Mandatory + Tier
2.
SECTION 6. Plan Approval.
The plans submitted for Building Permit shall be in substantial conformance with those
plans prepared by ch2m, consisting of 58 pages, dated February 2016 and received February 10,
2016, except as modified to incorporate the conditions of approval in Section 7. A copy of these
plans is on file in the Department of Planning and Community Development.
SECTION 7. Conditions of Approval.
The following conditions shall be addressed prior to any other permit application submittal.
This includes Building Permit, Excavation and Grading Permit, Certificate of Compliance, Street
Work Permit and Encroachment Permit but after the Planning entitlement approval.
1. Development Services:
The following comment is required to be addressed prior to any future related permit
application such as a Building Permit, Excavation and Grading Permit, Certificate of
Compliance, Street Work Permit, Encroachment Permit, etc, and is not required to be
addressed prior to the Planning entitlement approval:
The new facility will include an accessible path to and within the structure that meets
current accessibility standards of the CBC.
2. Utilities Electrical
All work must be done to CPA and NEC code. Customer is responsible for the
ATTACHMENT A
7
cost for changes to the existing electric system.
3. Planning and Community Environment
a. The plans submitted for Building Permit shall be in substantial conformance with plans
received on February 9, 2016, except green screen trellises shall be deleted and except as
modified to incorporate relevant conditions of approval and any additional conditions
placed on the project by the City Council. A complete copy of this Record of Land Use
Action shall be printed on the plans submitted for the Building Permit.
b. For the life of the project, all landscape and trees shall be reasonably well-maintained,
watered, fertilized, and pruned according to Nursery and American National Standards for
Tree, Shrub and Other Woody Plant Maintenance- Standard Practices (ANSI A300-1995) as
outlined in the Palo Alto Tree Technical Manual.
c. Any exterior changes to the building such as size, location, materials or signage are
subject to ARB review and approval prior to final issuance of occupancy/installation.
d. A Planning Division Final inspection will be required to determine substantial
compliance with the approved plans prior to the scheduling of a Building Division final.
Any revisions during the building process must be approved by Planning, including but
not limited to; materials, landscaping and hard surface locations
e. Plans submitted for building permit shall include the lights at the top of the stack in
accordance with FAA Advisory circular (70/7460-1 L, Obstruction Marking and Lighting,
red lights - Chapters 4,5(Red),&12).
f. During construction, any crane or similar equipment that requires FAA part 77
temporary approval shall be the minimum height needed to complete construction.
4. Public Works Engineering
a. Provide the following note on the Site Plan and Structural plans to indicate, “The proposed
project is a Substantial Improvement and shall comply with Palo Alto Municipal Code
Chapter 16.52 Flood Hazard Regulations and FEMA’s requirements.”
b. FLOOD ZONE: Add a note on the plans shall indicate that the Assessor’s Parcel 008-05-005
is located within FEMA’s Special Flood Hazard Area Zone AE where the base flood elevation
(BFE) was determined to be 10.5 as shown on the FIRM Panel Number 06085C0030H dated
May 18, 2009.
c. FLOOD ZONE CONSTRUCTION MATERIALS AND METHODS: Add a note on the Structural,
Architectural and Mechanical plans to indicate that all new construction and substantial
improved structures shall be constructed with flood-resistant materials and utility
equipment shall be resistant to flood damage as specified in FEMA’s technical bulletins and
Palo Alto Municipal Code Section 16.52.130. b
ATTACHMENT A
8
d. FLOOD ZONE CERTIFICATION: An Elevation Certification shall be provided for all structure(s)
and shall be prepared by a registered professional engineer or surveyor, and verified by a
community official to be properly elevated. Such certification and verification shall be
provided to the floodplain administrator based on PAMC section 16.52.130, and shall be
prepared at 3 stages of construction: with the construction documents, during
construction, and prior to building permit final. The elevation certificate prepared based on
the existing structure and the proposed construction, shall be scanned and attached with
the building permit construction documents. Certificates shall be prepared on the NAVD
e. The “Survey Requirements for Construction in the Special Flood Hazard Area” shall be
added to the plan set. A pdf copy of the documents titled Plan Insert for Elevation
Certification Requirements) is available on the City’s website
http://www.cityofpaloalto.org/gov/depts/pwd/forms_and_permits.asp under Flood
Zone Issues.
FLOOD ZONE VENTS: All new construction and substantially improved structures, with fully
enclosed areas below the lowest floor are useable solely for the parking of vehicles,
building access or storage, and which are subject to flooding shall be designed to
automatically equalize hydrostatic flood forces on exterior walls by allowing for the entry
and exit of floodwaters. This requirement shall comply with the guidelines set on FEMA’s
technical bulletins, including but not limited to TB1-08, TB6-93 and TB7-93. See PAMC
16.52.130.c.3 for minimum criteria. Plot and label the vent openings on the structural
details. There must be at least two openings for each enclosed area with 1 sq in of opening
for each 1 sq ft of enclosed area. These openings must be placed no more than 12 inches
above lowest adjacent grade. Provide on the drawings the following: a schedule showing
the areas enclosed; the area of each opening; the number of openings required; a detail
showing the location of the vent relative to adjacent grade; and the location of the
openings on the foundation plan.
These should also be incorporated into the structural drawings, since flood openings in the
foundation affect the structural engineer’s design. Guidelines for flood openings can be
found in FEMA Technical Bulletin 1-08, “Openings in Foundation Walls.”
f. DEMOLITION PLAN: Place the following note adjacent to an affected tree on the Site Plan
and Demolition Plan: “Excavation activities associated with the proposed scope of work
shall occur no closer than 10-feet from the existing street tree, or as approved by the
Urban Forestry Division contact 650-496-5953. Any changes shall be approved by the
same”.
g. GRADING PERMIT: The site plan must include a table that shows the earthwork (cut and
fill) volumes. If the total is more than 100 cubic yards, a grading permit will be required. An
application and plans including Rough Grading and Shoring Plans are submitted to Public
Works separately from the building permit plan set. The application and guidelines are
ATTACHMENT A
9
available on our Public Works website.
http://www.cityofpaloalto.org/gov/depts/pwd/forms_and_permits.asp
h. ROUGH GRADING: provide a Rough Grading Plan for the work proposed as part of the
Grading and Excavation Permit application. The Rough Grading Plans shall including the
following: pad elevation, elevator pit elevation, ground monitoring wells, limits of over
excavation, stockpile area of material, overall earthwork volumes (cut and fill), temporary
shoring for any existing facilities, ramps for access, crane locations (if any), tree protection
measures, etc.
i. LOGISTICS PLAN: The applicant and contractor shall prepare a construction logistics plan
for the work associated with the Excavation and Grading permit. Plan shall be submitted to
Public Works Engineering and shall address all impacts to the City’s right-of-way, including,
but not limited to: pedestrian control, traffic control, truck routes, material deliveries,
contractor’s parking, on-site staging and storage areas, concrete pours, crane lifts, work
hours, noise control, dust control, storm water pollution prevention, contractor’s contact.
The plan shall be prepared and submitted along the Grading and Excavation Permit. It shall
include notes as indicated on the approved Truck Route Map for construction traffic to and
from the site. Plan shall also indicate if the bus stop will need to be relocated.
j. SHORING PLAN: Provide a shoring plan for the existing utilities (if needed), to clearly
indicate how the new structures will be constructed while protecting the existing utilities. If
tiebacks are proposed they shall not extend onto adjacent private property, existing
easements or into the City’s right-of-way without having first obtained written permission
from the private property owners and/or an encroachment permit from Public Works. Plot
and label the tree protection measures on the shoring plans.
k. GEOTECHNICAL REPORT: Shall clearly identify the highest projected groundwater level to
be encountered will be ______ feet below existing grade.
l. DEWATERING: Due to proximity to the bay any excavation may require dewatering during
construction. Public Works only allows groundwater drawdown well dewatering. Open pit
groundwater dewatering is not allowed. Dewatering is only allowed from April through
October due to inadequate capacity in our storm drain system. The geotechnical report for
this site must list the highest anticipated groundwater level. We recommend that a
piezometer be installed in the soil boring. The contractor shall determine the depth to
groundwater immediately prior to excavation by using a piezometer or by drilling an
exploratory hole if the deepest excavation will be within 3 feet of the highest anticipated
groundwater level. If groundwater is found within 2 feet of the deepest excavation, a
drawdown well dewatering system must be used, or alternatively, the contractor can
excavate for the basement and hope not to hit groundwater, but if he does, he must
immediately stop all work and install a drawdown well system before he continues to
excavate. Based on the determined groundwater depth and season the contractor may be
required to dewater the site or stop all grading and excavation work. In addition Public
Works may require that all groundwater be tested for contaminants prior to initial
ATTACHMENT A
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discharge and at intervals during dewatering. If testing is required, the contractor must
retain an independent testing firm to test the discharge water for contaminants Public
Works specifies and submit the results to Public Works.
Public Works reviews and approves dewatering plans as part of a Street Work Permit. The
applicant can include a dewatering plan in the building permit plan set in order to obtain
approval of the plan during the building permit review, but the contractor will still be
required to obtain a street work permit prior to dewatering. Alternatively, the applicant
must include the above dewatering requirements in a note on the site plan. Public Works
has a sample dewatering plan sheet and dewatering guidelines available on our
website. http://www.cityofpaloalto.org/gov/depts/pwd/forms_and_permits.asp
m. GRADING AND DRAINAGE PLAN: The plan set must include a grading & drainage plan
prepared by a licensed professional that includes existing and proposed spot elevations,
earthwork volumes, finished floor elevations, pad elevation, area drain and bubbler
locations, drainage flow arrows to demonstrate proper drainage of the site. See Palo Alto
Municipal Code Section 16.28 and Grading & Drainage Guidelines for Residential
Development form for guidelines.
http://www.cityofpaloalto.org/civicax/filebank/documents/2717
n. STORM WATER TREATMENT: This project shall comply with the storm water regulations
contained in provision C.3 of the NPDES municipal storm water discharge permit issued by
the San Francisco Bay Regional Water Quality Control Board (and incorporated into Palo
Alto Municipal Code Chapter 16.11). These regulations apply to land development projects
that create or replace 10,000 square feet or more of impervious surface, and restaurants,
retail gasoline outlets, auto service facilities, and uncovered parking lots that create and/or
replace 5,000 square feet or more of impervious surface. In order to address the potential
permanent impacts of the project on storm water quality, the applicant shall incorporate
into the project a set of permanent site design measures, source controls, and treatment
controls that serve to protect storm water quality, subject to the approval of the Public
Works Department. The applicant shall identify, size, design and incorporate permanent
storm water pollution prevention measures (preferably landscape-based treatment
controls such as bioswales, filter strips, and permeable pavement rather than mechanical
devices that require long-term maintenance) to treat the runoff from a “water quality
storm” specified in PAMC Chapter 16.11 prior to discharge to the municipal storm drain
system. Effective February 10, 2011, regulated projects, must contract with a qualified
third-party reviewer during the building permit review process to certify that the
proposed permanent storm water pollution prevention measures comply with the
requirements of Palo Alto Municipal Code Chapter 16.11. The certification form, 2 copies
of approved storm water treatment plan, and a description of Maintenance Task and
Schedule must be received by the City from the third-party reviewer prior to approval of
the building permit by the Public Works department. Within 45 days of the installation of
the required storm water treatment measures and prior to the issuance of an occupancy
ATTACHMENT A
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permit for the building, third-party reviewer shall also submit to the City a certification
for approval
If pumps are required, plot and label where the pumps will be located, storm water runoff
from pumped system shall daylight onto onsite landscaped areas and be allowed to
infiltrate and flow by gravity to the public storm drain line. Storm water runoff that is
pumped shall not be directly piped into the public storm drain line.
o. Applicant shall be aware that the project may trigger water line and meter upgrades or
relocation, if upgrades or relocation are required, the building permit plan set shall plot
and label utility changes. If a backflow preventer is required, it shall be located within
private property and plotted on the plans. Similarly if a transformer upgrade or a grease
interceptor is required it shall also be located within the private property. Plot and label
these on the Utility plan.
p. The following note shall be shown on the plans adjacent to the area on the Site Plan:
“Any construction within the city right-of-way must have an approved Permit for
Construction in the Public Street prior to commencement of this work. THE PERFORMANCE
OF THIS WORK IS NOT AUTHORIZED BY THE BUILDING PERMIT ISSUANCE BUT SHOWN ON
THE BUILDING PERMIT FOR INFORMATION ONLY.”
q. Provide the following note on the Site Plan and Grading and Drainage Plan: “Contractor
shall not stage, store, or stockpile any material or equipment within the public road right-
of-way.” Construction phasing shall be coordinate to keep materials and equipment onsite
or within private property.
r. IMPERVIOUS SURFACE AREA: The project will be creating or replacing 500 square feet or
more of impervious surface. Accordingly, the applicant shall provide calculations of the
existing and proposed impervious surface areas with the building permit application. The
Impervious Area Worksheet for Land Developments form and instructions are available at
the Development Center or on our website. To determine the impervious surface area that
is being disturbed, provide the quantity on the site plan.
STORMWATER POLLUTION PREVENTION – The plan set shall include the “Pollution Prevention
– It’s Part of the Plan” An electronic copy of this plan is available on the City’s website.
http://www.cityofpaloalto.org/civicax/filebank/documents/2732
5. Fire
Install a NFPA 13 fire sprinkler, NFPA 24 underground fire service and NFPA 72 fire alarm
monitoring system.
ATTACHMENT A
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SECTION 8. Term of Approval.
1. Site and Design Approval. In the event actual construction of the project is not
commenced within two years of the date of council approval, and if such
approval is received prior to March 21, 2018, the approval shall expire and be
of no further force or effect, pursuant to Palo Alto Municipal Code Section
18.30(G).080, unless extended for an additional year by the Director of
Planning and Community Environment.
PASSED:
AYES:
NOES: ABSENT:
ABSTENTIONS:
ATTEST: APPROVED:
_________________________ ____________________________
City Clerk Director of Planning and
Community Environment
APPROVED AS TO FORM:
___________________________
Senior Asst. City Attorney
PLANS AND DRAWINGS REFERENCED:
1. Those plans prepared plans prepared by CH2mHill, consisting of 3 pages, dated and received
February 10, 2016.
ARB Submittal for Major Project
Component 1 Sludge Dewatering and Loadout Facility for the Regional Water Quality Control Plant
Site and Design Review
Prepared for City of Palo Alto
September 2015
ATTACHMENT B
Component 1 Sludge Dewatering and Loadout Facility for the Regional Water Quality Control Plant
Project Description
PREPARED FOR: Architectural Review Board/City of Palo Alto
COPY TO: Padmakar M. Chaobal/Regional Water Quality Control Plant
PREPARED BY: CH2M
DATE: September 2015
This project description summary is prepared for the City of Palo Alto (City) Architectural Review Board
(ARB) site and design review of the Sludge Dewatering and Loadout Facility project (proposed project) at the
Regional Water Quality Control Plant (RWQCP), Palo Alto, California. The proposed project would include
the construction and operation of a sludge dewatering and loadout facility at the City’s RWQCP.
Introduction and Background of the Project
The City of Palo Alto has operated the RWQCP for more than 80 years. Originally constructed in 1934, the
RWQCP is an advanced treatment facility that provides treatment and disposal of wastewater for the cities
of Palo Alto, Mountain View, and Los Altos; the Town of Los Altos Hills; the East Palo Alto Sanitary District;
and Stanford University. The RWQCP has undergone several expansions and upgrades throughout the years
and currently has a designed average dry weather flow capacity of 39 million gallons per day (MGD) and a
current average flow of about 18 MGD. The RWQCP effluent is partly discharged to the San Francisco Bay,
and partly diverted to the RWQCP recycled water facility for reuse.
The City’s vision for future biosolids management encompasses the need to address the RWQCP’s aging
solids handling infrastructure, to proactively comply with changing and uncertain regulations affecting
biosolids, and to respond to community goals to increase the beneficial use of recovered organic resources
city-wide. Pursuant to this vision, Palo Alto’s City Council has prioritized the decommissioning of the RWQCP
multiple-hearth furnaces (MHFs) by the year 2019. The MHFs currently incinerate the RWQCP wastewater
residuals, but the MHFs are at the end of their useful life; therefore, the City evaluated options for
wastewater residuals management. Hence, the City developed a Biosolids Facility Plan (BFP) that provides a
long-term roadmap to enable the City to reliably and sustainably manage and beneficially reuse the
wastewater solids produced at the RWQCP through year 2045. The BFP was developed as a companion
document to the City of Palo Alto Long Range Facilities Plan for the Regional Water Quality Control Plant
Final Report (LRFP) (Carollo Engineers, 2012). The BFP builds on the LRFP, allowing solids processing
recommendations in the BFP to move forward in concert with other planned improvements at the RWQCP
(as defined in the LRFP). Together, the two documents provide a comprehensive long-term plan for the
RWQCP.
The proposed project being submitted for site and design review is the dewatering and loadout facility, also
known as Component 1 of the BFP. The dewatering and loadout facility would have independent utility as a
backup sludge dewatering and haul off facility that can be used long-term even if additional BFP
components are not built.
Scope of the Project
The proposed project includes the construction of a new building to accommodate the installation of four
belt filter presses. The project also includes mechanisms to convey the resulting dewatered cake from the
belt filter presses to three storage bins, and to load the cake from the bins into trucks. These operations
1
PROJECT DESCRIPTION
would occur within the new sludge dewatering and loadout facility building. The new building would be a
two story, cast-in-place concrete structure that would contain space for the belt filter presses, truck loadout,
and other miscellaneous support areas. The facility would have a building footprint of approximately 7,500
square feet and a building height of 50 feet. The roof would include removable skylights over the belt filter
presses for the purpose of facilitating future removal/ replacement. These skylights would also provide light
into the room, reducing the need for electric lights during the daytime. Various minor modifications to the
yard piping system would be needed in order to accommodate the new facility. The location of the new
sludge dewatering and loadout facility is approximately in the middle of the existing RWQCP.
The three existing belt filter press feed pumps will be replaced with new but larger pumps and used to feed
the sludge from the existing sludge blend tank to the new belt filter presses. The facility would also include a
robust system for odor control. Both the new feed pumps and the new odor control equipment would be
installed outdoors on the existing feed pumps area adjacent to the existing sludge blend tank (located
immediately North of the new sludge dewatering and loadout facility).
In addition to the sludge dewatering and loadout facility itself, a standby diesel engine generator will be
installed to provide backup power. The generator is sized to handle the load for the facility as well as other
nearby facilities. Fuel storage will be provided by means of a sub-base fuel tank.
Existing and Proposed Uses
The sludge dewatering and loadout facility would be located on currently undeveloped land approximately
in the middle of the existing RWQCP. Therefore, there are no existing uses of the proposed site.
The proposed sludge dewatering and loadout facility would be part of the RWQCP solids processing system.
The belt filter presses are large machines that use physical pressure to separate solids from the liquid waste
stream (i.e., dewatering). All dewatering operations will occur within the new building, effectively isolating
the continuous machinery operations from the environment. Dewatered solids produced by the belt filter
presses – the “cake” – would be conveyed to the bins for offsite reuse. Trucks would enter the building
through a roll-up door on the northwest side, and would receive the cake load from the overhead storage
bins. Up to five trucks per day (counted as ten trips per day) are expected to fully haul the load generated by
the dewatering operations. The BFP provides several options for beneficial reuse within the Bay Area and
surrounding counties.
The project does not require specialized maintenance, and all facilities would undergo routine maintenance
as part of overall RWQCP operations. Also, the facility will not be permanently occupied; approximately 3
staff will access the facility as-needed for routine operations and maintenance.
Architectural Design Concept
The primary goal of this project is to deliver a high quality, cost effective process structure that integrates
seamlessly with existing plant operations and maintains flexibility for future growth. The new facility will be
designed for optimum functionality while complementing the existing plant architecture and surrounding
natural environment.
Relationship to Existing Conditions
The project is located on a vacant site within the existing RWQCP. The RWQCP is flanked by an industrial
business park and capped landfill to the south, in the process of being converted into parkland, the Palo Alto
Airport to the north, and the Baylands Nature Preserve to the east. The preserve is considered as one of the
best bird watching areas on the west coast and a major migratory stopover on the Pacific Flyway. There are
numerous hiking, running, and cycling trails around the plant.
The existing process structures within the plant share a similar industrial architectural style, utilizing a
material palette of cast-in-place concrete, painted structural steel, and profiled Cor-Ten steel panels.
2
PROJECT DESCRIPTION
Concrete walls are articulated with vertical flutes, horizontal reveals, and exposed form ties. Structures are
surrounded by simple landscaping, pavement, and drainage systems.
The vehicular approach to the proposed Sludge Dewatering and Loadout Facility is from the main plant
entrance, bypassing the existing Operations Building to the south and the Administration Building to the
north. The proposed facility will be situated between the Solids Incineration Building to the north and the
Primary Sedimentation Tanks to the south.
Design Criteria
The proposed architectural design addresses the City’s desire for a visually attractive facility which blends in
to the existing campus and the surrounding natural environment. A modern reinterpretation of the existing
material palette provides visual consistency and sets a precedent for future campus improvements. Existing
Baylands view sheds will be maintained by respecting local height limitations.
Architectural Design Objectives
• Emphasize functional and operational requirements, particularly pedestrian and vehicular access
• Provide safe, healthy, and comfortable workspaces for operations and maintenance staff
• Blend into natural surroundings of Baylands Nature Preserve
• Complement existing plant architecture and landscaping
• Respect public views from outside the plant perimeter
• Use consistent and practical forms, materials, finishes, and colors
• Design for durability, longevity, and low maintenance
• Provide educational opportunities for visitors and tour groups
• Establish architectural vocabulary for future facility improvements
Design Concepts
Key elements of the architectural design include clearly defined entries and circulation elements and
controlled views into process area from the building exterior. Various Cor-Ten steel cladding panels,
storefront glazing, and articulated vertical concrete surfaces will be utilized to express these concepts.
3
PROJECT DESCRIPTION
Figure (a) View from Northeast Figure (b) View from Southeast
Figure (c) View from Northwest Figure (d) View from Southwest
Panel Lift Doors
Building entry points are clearly defined to promote safety, security, and wayfinding. Panel lift doors are
proposed in lieu of coiling steel doors at several locations around the building exterior. They provide a low
maintenance entry system which operates via a series of lift straps controlled by a retraction motor to fold
the door in half. By acting as canopies when in the open position, they also allow for some protection from
the elements. At the building’s main staff entrance, the panel lift door will be held in the open position to
serve as a formal entry canopy. In keeping with the primary material palette, the folding door panels will be
clad in Cor-Ten steel. The truck loadout bay will have coiling doors at each end to meet the requirement for
impact and corrosion resistance.
Views into Facility
In order to provide educational and interpretive opportunities for visitors while restricting access to
operational spaces, several design features will allow views of activities and equipment from outside the
building. These features will also allow natural daylighting into various spaces to improve operator comfort
and safety. A perforated Cor-Ten screen wall will allow views into the rooftop cake storage bin area while
obscuring visibility from more distant views outside the plant. To allow visibility of the belt filter press room
from the adjacent sedimentation tanks, a large storefront window will be provided on the east wall. Narrow
windows at each landing of the building’s interior stairwell will allow views of people moving within the
facility. Finally, removable skylights will be located above each belt filer press, allowing daylight into the
space and access for the maintenance or replacement.
4
PROJECT DESCRIPTION
Materials and Color Palette
Cast-in-place Concrete
The structural concrete exterior will incorporate a uniform pattern of expressed plywood formwork with a
complementary configuration of exposed form ties. The expressed joint pattern will continue through to
adjacent cladding materials.
Cor-Ten Steel Panels
Also known as weathered or weathering steel, this material oxidizes over time to form an attractive
protective coating over the steel. The use of Cor-Ten provides continuity of materials with existing buildings
at the plant and the Baylands Preserve. Due to its 50+ year lifespan, the sustainable approach to the campus
is continued.
Cor-Ten Steel is proposed in several locations:
• Wall Cladding
A solid panel system will be post installed into the portions of the structural concrete walls, flush with
the exterior face. Panel sizes and locations will correspond with the concrete joints as well as standard
supplied panel dimensions. This will minimize the need for excess cutting and thus reduce waste.
• Perforated Screen Wall
Perforated panels will be attached to a steel screen wall structure around the outdoor cake storage
area, providing views into the space and allowing the space to remain unclassified.
5
PROJECT DESCRIPTION
• Exterior Stair Guardrail
The steel stair running along the east façade will incorporate solid panels to serve as a balustrade.
• Roof Guardrail
Perforated panels will be provided around the upper roof parapet to serve as a balustrade. It will be
fixed to the inside face of the parapet to prevent runoff on the concrete facade.
Sustainable Design Elements
The architectural design of the facility is compliant with the California Green Building Standards Code
(CALGreen Code).
Some key sustainable features of the proposed materials are summarized below.
Cor-Ten Steel
• The steel is allowed to rust and that rust forms a protective coating which provides increased resistance
to atmospheric corrosion
• Negates need for painting
• Locally sourced and manufactured (USA)
• High proportion of recycled content
• 100% recyclable
Concrete
• resource efficient (predominant raw material is limestone, the most abundant mineral on earth)
• durable
• energy efficient (absorbs and retains heat)
• minimal waste during construction
• recyclable (can be crushed and made into aggregate)
In addition to sustainable materials selection, the design of the facility includes operational elements that
will further enhance the RWQCP’s environmental impact. For example, the electrical design includes the use
of intelligent motor control centers (MCCs) which are energy efficient motors; and the use of recycled water
for all process water needs. The decommissioning of the multiple hearth furnaces (incinerator building) after
the new facility is operational for solids management will significantly reduce the plant’s air emissions
footprint.
Project Construction
The sludge dewatering and loadout facility would be constructed over a period of approximately 24 months,
beginning in April 2016 and continuing through Spring 2018. Project construction would consist of site
preparation and minor demolition activities; building construction; and equipment installation, startup, and
testing. Most of the construction activities would occur during building construction, which would include
modifications to nearby yard piping. Construction access would be from Embarcadero Way, and is expected
to average 10 vehicles per day (counted as 20 trips per day) over the construction period.
6
General Zoning Compliance Analysis for PF (D)
REQUIRED/ALLOWED PROPOSED COMPLIANCE
ADDRESS 2501 Embarcadero Way,
Palo Alto, CA 94303
-- --
ACCESSOR’S PARCEL
NUMBER
008-03-029 -- --
TOTAL SITE AREA 24.87 acres same yes
ZONING DISTRICT PF (D) same yes
HISTORIC CATEGORY NONE same yes
FLOOD ZONE AE10.5 same yes
FRONT (EMBARCADERO
WAY) SETBACK
20 ft. same yes
REAR YARD SETBACK 20 ft. same yes
SIDE YARD SETBACK 20 ft. same yes
MAXIMUM HEIGHT 50 ft. 50 ft. to parapet, with
10 ft. ventilation
system on top
yes
SITE COVERAGE 30% (existing 29.15%) 29.84%
MAXIMUM F.A.R. 1:1
TREE DISCLOSURE STATEMENT CITY OF PALO ALTO Planning Division, 250 Hamilton Avenue
Palo Alto, CA 94301 (650) 329-2441 http://www.cityofpaloalto.org
Palo Alto Municipal Code, Chapter 8.10.040, requires disclosure and protection of certain trees located on private and public property, and that they be shown on submitted and approved site plans. A completed tree disclosure statement must accompany
all permit applications that include exterior work, all demolition or grading permit applications, or other development activity.
PROPERTY ADDRESS: ______________________________________________________________________
Are there Regulated1 trees on or adjacent to the property? YES NO (If no, proceed to Section 4)
[Sections 1- 4 MUST be completed by the applicant. Please circle and/or check where applicable.]
1. Where are the trees? Check those that apply. (Plans must be submitted showing all trees over 4” diameter)
On the property
On adjacent property overhanging the project site
In the City planter strip or right-of-way easement within 30’ of property line (Street Trees)*
*Street trees1 require special protection by a fenced enclosure, per the attached instructions. Prior to receiving any permit, you must provide
an authorized Street Tree Protection Verification form. Contact Public Works Operations at (650) 496-5953 for inspection of type I, II or III
fencing (see attached Detail #605) required for all street trees.
2. Are there any Protected
1 or Designated1 Trees? YES (Check where applicable)NO
Protected Tree (s)
Designated Tree (s)
On or overhanging the property
3. Is there activity or grading within the dripline? (radius 10 times the trunk diameter) of these trees?YES NO
If Yes, a Tree Preservation Report must be prepared by an ISA certified arborist and submitted for staff review (see TTM 2, Section 6.25).
Attach this report to Sheet T-1,:Tree Protection, its Part of the Plan!”, per Site Plan Requirements.
4. Are the Site Plan Requirements** completed?YES NO
**Plans. Protection of Regulated trees during development require the following: (1) Plans must show the measured trunk diameter and canopy
dripline; (2) Plans must denote, as a bold dashed line, a fenced enclosure area out to the dripline, per Sheet T-1 and Detail #605 -
http://www.cityofpaloalto.org/trees/forms.htm (See also TTM2, Section 2.15 for area to be fenced)
I, the undersigned, agree to the conditions of this disclosure. I understand that knowingly or negligently providing false or
misleading information in response to this disclosure requirement constitutes a violation of the Palo Alto Municipal Code Section 8.10.040, which can lead to criminal and/or civil legal action.
Signature: __________________________ Print: ______________________________ Date: ____________
(Prop. Owner or Agent)
FOR STAFF USE:
Protective Fencing Sections 5-6 must be completed by staff for the issuance of any development permit (demolition, grading or building permit).
5.Protected Trees. The specified tree fencing is in place. A written statement is attached verifying that
protective fencing is correctly in place around protected and/or designated trees. YES NO (N/A if there are no protected trees, check here )
6.Street Trees. A signed Public Works Street Tree Protection Verification form is attached.YES NO (N/A if there are no street trees, check here ).
_____________________________ 1 Regulated Trees – a) Street trees – trees on public property; b) Protected trees – Coast Live Oaks or Valley Oaks which are 11.5” in diameter or larger, Coast
Redwoods which are 18” in diameter or larger, when measured 54” above natural grade; and Heritage trees are trees designated by City Council; and c)
Designated Trees – commercial or non-residential property trees, which are part of an approved landscape plan. 2 Palo Alto Tree Technical Manual (TTM) contains instructions for all requirements on this form, available at www.cityofpaloalto.org/trees/technical-manual.html
S:\PLAN\PLADIV\Advance Planning\Arborist\Tree Program Information\Tree Disclosure Statement(TDS)\Tree Disclosure StatementFinal_3'07.doc Revised 03/04/07
Regional Water Quality Control Plant, 2501 Embarcadero Way, Palo Alto, CA 94303
Hamid Ghaemmaghami
DocuSign Envelope ID: D7F87601-4FB7-492E-A20D-22F19893CF8C
9/2/2015
AERIAL PHOTO – EXISTING CONDITIONS AND LOCATION OF NEW SLUDGE DEWATERING & LOADOUT FACILITY
PALO ALTO REGIONAL WATER QUALITY CONTROL PLANT
SEPTEMBER 3, 2015
SLUDGE DEWATERING & LOADOUT FACILITY
PALO ALTO REGIONAL WATER QUALITY CONTROL PLANT
Proposed Site - existing conditions – NORTHWEST VIEW
Proposed Site - existing conditions – SOUTHWEST VIEW (from Admin Building) Proposed Site - existing conditions – SOUTHWEST VIEW (from Primary Sedimentation Tanks)
Proposed Site - existing conditions – NORTHEAST VIEW
Incinerator Building
Primary
Sedimentation Tanks Trickling Filter
Incinerator Building
ATTACHMENT C
January 27, 2016
Commissioner Waldfogel questions related to FAA Height Restrictions and staff responses
Q1: Is there a map or analysis that the 65 foot RWQCP stack height complies with the Palo Alto
Airport height restriction map? Page 3‐9 of the attached report shows the obstruction height
contours but I can’t tell exactly where the plant is in relation to the FAA FAR part 77 obstruction
standards map (http://www.countyairports.org/docs/CLUP_PAO/PAOClupAdopted11‐19‐
08.pdf)
Staff Response Q1: The ventilation stack is at elevation 76.5 above mean sea level (MSL) (65
feet above finish floor). Based on Staff review of Figure 6 and the FAR Part 77 Surfaces, the
obstruction height limits for the Plant lie between 129 MSL and 154 MSL in the vicinity of the
new sludge dewatering building and 79 MSL at the northern corner of the Plant nearest the
airport. All of these obstruction heights are above the stack elevation of 76.5 MSL. To illustrate
this, staff will provide at Commissioners’ places the enlarged FAA height restrictions map with
the building site marked on the map (the FAA map, without the building site marked, is
provided below).
Q2: Even if the 65 foot stack is in the 79 foot contour it would be nice to get a readout from the
airport manager and/or the FAA FSDO and generally some analysis if this has any effect on the
airport business plan.
Staff Response Q2: The FAA’s review process is underway (the required form has been
filed). Staff’s interpretation of the height map (Figure 6, at places) is likely to be confirmed. The
ATTACHMENT D
process includes a review of the existing approach surfaces. The process will be completed
before issuance of building permits/commencement of construction. While the FAA does not
provide “readouts”, no problems are anticipated.
Herb Borock’s comments (paraphrased) on CEQA topic sections: Aesthetics, AQ (odors), and
GGH
Comment 1 – The MND should analyze views of the project from HIGH POINTS in the future
parkland (former landfill).
Staff Response C1: The photo below is taken from the high point (Designated as “ B” in the
attached schematic – first email attachment). The new building has been “photo shopped” in;
and becomes the highest building at the Plant, by a few feet. The third attachment to this
email is a view from “point B” to the Plant with existing conditions (no sludge facility photo‐
shopped in).
Comment 2 ‐ There is no substantial evidence to support the statements about odors (May
2015 tech memo about odor referenced).
Staff Response C2, Odor Control: The potential for odor impacts was fully assessed in the Initial
Study, with the conclusion that odor levels would be “substantially less” than the Bay Area
AQMD’s dilution‐to‐threshold (D/T) ratio of 5. The exact D/T ratio was unquantified in the Initial
Study because of some potential variations in the exact control technology to be used.
Notwithstanding this unquantified conclusion in the Initial Study text, appropriate calculations
were prepared as part of our record, and further refined in an updated version of the odor
control memo referenced by the commenter (dated August 4, 2015). As reported in the memo,
and in calculations performed at the time the Initial Study was prepared, the proposed odor
control technology would result in an expected D/T ratio of approximately 0.9 at the property
line. In addition, a more conservative model run was performed to assess a potential worst
case, which showed a maximum D/T ratio of approximately 1.5 at the property line. All
calculations were performed using the AERMOD dispersion model. These numbers support the
Initial Study conclusion that impacts would be less than significant.
Comment 3 ‐ The MND erroneously omits the emissions from project operations in the GHG
section.
Staff Response C3, Greenhouse Gas Emissions:
The Initial Study discusses impacts from both project construction and operation in Section
3.7.2. Given the extent of construction activities, impacts are quantified and compared to
regional greenhouse gas reduction strategies. Impacts from operation are negligible, and
potential emission sources – periodic testing of the backup generator and a nominal five truck
trips per day – are addressed qualitatively. Because the new facility would be powered by
electricity, there is limited onsite potential for greenhouse gas generation from equipment
operations. In response to the comment, we further examined the potential for impacts from
equipment operations, focusing on the potential for methane emissions from the new sludge
handling process, and determined that the bio‐solids residence time is so short that generation
of biogenic methane is not expected. No changes to the Initial Study are required. Also, it
should be noted that this project is a significant step in replacing the existing multiple hearth
incinerators, which will substantially reduce overall greenhouse gas emission from wastewater
treatment operations.
The second attachment, the Green House Gas factsheet, may help provide the “big picture” on
this topic.
GREENHOUSE GAS EMISSIONS
FACTSHEET
August 2015
*GHG emissions are calculated using the Local Government Operations Protocol, version 1.1 & include both anthropogenic and biogenic emissions.
GHG emissions associated with electrical usage and the switch to green electricity are included in the above totals. Excluding the purchase of green
electricity, the RWQCP decreased its GHG emissions by 20% between 2005 and 2014.
The Regional Water Quality Control Plant (RWQCP) is one of the City of Palo Alto’s major
greenhouse gas (GHG) emitting facilities. Since 2005, the RWQCP has undertaken numerous
initiaves to decrease GHG emissions. These initiatives include purchasing green electricity,
routinely tuning the sewage sludge incinerators to decrease natural gas consumption, and
utilizing landfill gas to further decrease natural gas used in the sewage sludge incinerators.
Since 2005, the RWQCP has reduced its GHG emissions by 43 percent. The RWQCP is
dedicated to reducing it’s GHG footprint and has incorporated GHG emissions as a key
decision‐making factor as it plans for a new biosolids treatment process and anticipated
nutrient removal requirements.
9%
16%
75%
2014 RWQCP Sewage Sludge Incinerator
GHG Emissions by Fuel Type
Landfill Gas
Natural Gas
Biosolids
1.7%
13%
0%
83%
2.3%
2014 RWQCP GHG Emissions by Source
Biological Treatment
Baylands Conversion
Electrical
Sewage Sludge
Incinerator
Office Comfort Heating
ENERGY USE FACTSHEET
August 2015
The Regional Water Quality Control Plant (RWQCP) is the City of Palo Alto’s major energy consuming facility.
Since 2005, the RWQCP has undertaken numerous initiaves to decrease and switch to greener energy options.
These initiatives include purchasing green electricity, routinely tuning the sewage sludge incinerators to
decrease natural gas consumption, and utilizing landfill gas to further decrease natural gas used in the sewage
sludge incinerators. The RWQCP is dedicated to reducing it’s energy footprint and is planning numerous
projects and evaluations to do so (Table 1). The RWQCP has incorporated energy usage as a key decision‐
making factor as it prepares for expanded recycled water demand and anticipated nutrient removal
requirements.
Table 1: Summary of Future Energy Projects &Evaluations Anticipated to Occur Between 2015 &2020
Energy Reduction Projects Energy Reduction Evaluations Future Energy Increase Projects
Decommission sewage sludge incinerator
Replace aeration basin diffuser
Install new controls (VFD) on motors
Trickling filter rehabilitation
New Pumping Plant rehabilitation
Install electrical meters and
load evaluations by process
area
Emerging technologies for
trickling filter and nitrification
optimization
New nutrient removal
treatment processes
Increased recycled water
production
Increased incoming
wastewater strength
0
5,000,000
10,000,000
15,000,000
20,000,000
25,000,000
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
El
e
c
t
r
i
c
i
t
y
(k
W
h
)
RWQCP Electrical Usage
Brown Electricity Green Electricity
0
10,000,000
20,000,000
30,000,000
40,000,000
50,000,000
60,000,000
70,000,000
80,000,000
0
200,000
400,000
600,000
800,000
1,000,000
1,200,000
1,400,000
2009 2010 2011 2012 2013 2014
Fu
e
l
Vo
l
u
m
e
(s
c
f
)
Fu
e
l
He
a
t
En
e
r
g
y
(t
h
e
r
m
s
)
Sewage Sludge Incinerator Auxiliary Fuel Usage
LFG ‐ Heat Energy NG ‐ Heat Energy LFG ‐ Volume NG ‐ Volume
City of Palo Alto (ID # 6503)
City Council Staff Report
Report Type: Informational Report Meeting Date: 2/22/2016
City of Palo Alto Page 1
Council Priority: Environmental Sustainability
Summary Title: Update on Energy/Compost Technologies
Title: Update on Energy/Compost Technologies, Measure E, and Organics
Processing
From: City Manager
Lead Department: Public Works
Recommendation
This report is provided for information only and requires no Council action.
Executive Summary
Programs developed and implemented in 2015 as part of Council’s direction to
extract energy and compost from the City’s organic residuals (wastewater solids,
food scraps and soiled paper, and yard trimmings) include: 1) 90% design level
reached on the sludge dewatering facility needed to phase out the wastewater
solids incinerators; 2) the July 2015 establishment of a new residential food scraps
collection program; and 3) the diversion of commercial and residential food
scraps, food-soiled paper and yard trimmings to a new dry anaerobic digester
(DAD) facility in north San Jose where energy and compost are recovered. All of
the City’s collected food and yard residuals are now sent to the type of facility
contemplated by Measure E. As part of the annual update to Council, staff has
continued to track emerging technologies for consideration on the Measure E
site. While no fundamentally new type of technology has emerged, staff will
monitor the development of gasification and pyrolysis type processes.
Background
ATTACHMENT E
City of Palo Alto Page 2
In May 2014, Council approved a four component Organics Facilities Plan (OFP)
(Staff Report #4744) to direct the processing of wastewater biosolids, food scraps,
and yard trimmings.
Component One: Biosolids Dewatering and Truck Haul-Out Facility.
Component Two: Wet Anaerobic Digestion Facility utilizing the thermal
hydrolysis process.
Component Three: Food Preprocessing Facility; preprocessed food scraps
would be fed into the anaerobic digester (component
two above).
Component Four: The pursuit of technologies to harness the energy and
resource potential of yard trimmings.
Council directed staff to look first at component four as a composting option for
yard trimmings on the 10-acre Measure E site. Council approved using existing
facilities to process food scraps and yard trimmings (Staff Report #5182) and
directed staff to return to Council annually with an update on new organics
processing technologies and opportunities. This report is that annual update.
Discussion
No New Technologies
Staff regularly review new organics processing technologies and opportunities
and receive information from technology providers. The main constraint that
prevented the development of a cost-effective facility on the Measure E site is still
the key factor – the site is too small to provide an economy of scale to process
enough material. Other factors that limit the development of new cost-effective
processing technologies include the low price of energy, high cost of construction
and permitting challenges. Staff will continue to investigate new technologies and
will prepare a long-term recommendation as part of a future update to the Zero
Waste Operational Plan in preparation for a new solid waste hauling and
processing contract in 2021.
Anaerobic Digestion at ZWED
All residential and commercial organics (food scraps and yard trimmings)
collected in green containers are now processed at the Zero Waste Energy
City of Palo Alto Page 3
Development (ZWED) Facility in north San Jose. These compostables are first
placed in large bunkers as part of a dry anaerobic digestion process where
methane is created and then combusted in engines to generate renewable
energy. The material from the digester is then cured and composted and
ultimately used as a soil amendment.
The residential curbside food scrap collection program started on July 1, 2015,
allowing residents to place food scraps and soiled paper in the green cart with
yard trimmings. Residents are using the program. Preliminary hauler data show
that the amount of material collected from July through October 2015 in the
green cart increased by 10 percent as compared to the same four months in 2014.
Additionally, GreenWaste of Palo Alto, the City’s contract solid waste hauler,
continues to add new commercial customer participants to the compost program.
On January 25, 2016, Council amended the Municipal Code, Chapter 5.20 (Staff
Report #6340), to require all businesses to subscribe to recycle and compost
services and comply with refuse sorting requirements. This “Recycling and
Composting Ordinance” could increase the commercial tons processed at ZWED
by 33%, diverting an additional 15,000 tons per year.
Dewatering and Anaerobic Digestion of Wastewater Biosolids
Staff continues to move forward with components one and two of the OFP at the
Palo Alto Regional Water Quality Control Plant (RWQCP). The 90% design
documents have been completed for the sludge dewatering and truck loadout
facility (i.e., Component One). This facility will allow the incinerators to be
decommissioned and the dewatered solids to be hauled to other facilities for
energy recovery and/or compost creation. An application for the Site and Design
Review process has been submitted to the Planning Department. A study session
and first meeting with the Architectural Review Board (ARB) has been held; the
project was also presented to the Planning and Transportation Commission. The
project is scheduled to go out to bid in the spring of 2016, with construction
completed in 2018.
The preliminary design of the anaerobic digesters at the RWQCP (i.e., Component
Two) has been prepared, resulting in the estimated cost rising from around $57.4
million to approximately $75 million plus. The next step is to re-evaluate the
planning and preliminary design and identify opportunities to lower costs,
City of Palo Alto Page 4
including continued evaluation of gasification and pyrolysis type processes.
Currently, staff is fully engaged in completing Component One.
City of Palo Alto Page 1
Planning and Transportation Commission 1
Draft Verbatim Minutes 2
January 27, 2016 3
4
EXCERPT 5
6
Public Hearing 7
8
2501 Embarcadero Way [File 15-PLN-00371]: Request by Public Works for Site and Design Review 9
of a new two-story, 7,500 square foot, 50-foot tall building designed to handle sludge de-watering and 10
truck load-outs, with adjacent stand-by diesel generator, to be placed centrally on the Regional Water 11
Quality Control Plant site, and a new outdoor equipment area next to the existing incinerator. The 12
proposed project is the construction and operation of the facility which would be a cast‐in‐place concrete 13
structure with skylights and containing belt filter presses, truck loadout, and other miscellaneous support 14
areas. The project includes minor modifications to the yard piping system and fuel storage in a sub‐base 15
fuel tank. Environmental Assessment: An initial study and a Draft Mitigated Negative Declaration have 16
been prepared in accordance with the California Environmental Quality Act (CEQA). Zone District: Public 17
Facilities (PF) Site and Design Combining District (D). For more information, contact Amy French at 18
Amy.french@cityofpaloalto.org 19
20
[The Commission took up this item after Item Number 2.] 21
Chair Fine: On our final item for tonight. Let me get my bearings. So this is 2501 Embarcadero Way. 22
Request by Public Works for a site and design review of a new two-story 7,500 square foot, 50-foot tall 23
building designed to handle sludge dewatering and truck load-outs, you'll have to describe to us what 24
that all is, with adjacent standby diesel generator to be placed centrally on the Regional Water Control 25
Plant site and a new outdoor equipment area next to the existing incinerator. You all can read the rest. 26
Just give me one moment. So this is our chance to evaluate the Mitigated Negative Declarations in the 27
attached report and to judge the four findings necessary for the Record of Land Use Action. We can 28
recommend approve and/or changes to accomplish the objectives of the Comp Plan or the Municipal 29
Code in this. With that, I believe we have Amy French to kick off our staff report. 30
31
Amy French Chief Planning Official: Thank you, yes. Amy French, Chief Planning Official. This process 32
is, as you know, a Site and Design Review. It begins with the Planning and Transportation Commission. 33
It is followed by Architectural Review, and finally ends up with the Council. And all along the way, we 34
have a Mitigated Negative Declaration that has been prepared, circulated through the State clearinghouse 35
for comments. We've received several comments, and we are in the process of addressing those. Some 36
of the comments were attached to your staff report. We also received comments today at the close of 37
business from the same gentleman who commented prior to that. We did receive comments from one of 38
the Planning Commissioners, and we shared responses to those comments via an at-places memo. 39
40
I might just direct you to the PowerPoint. This gives, sets out the dates and the process that we're in. 41
So next step, again, we're hoping to get to the ARB on February 18th and, as we go, we're developing. 42
The applicant is here, Phil Bobel from the Public Works Department. They're getting further along with 43
their plans, with the details that the ARB had asked for. 44
45
Again, the State clearinghouse routing of the Mitigated Negative Declarations was a 30-day review 46
process. It was sent out to a number of State agencies, as you can see here. One of those is the 47
Caltrans Aeronautics Division. The first I'd heard of that. It's an oversight commission, division of 48
Caltrans for aeronautics, and we are within close proximity to the airport, within a 10,000-foot radius 49
there. You can see the map up on the screen is the Federal Aviation Administration's height restrictions 50
map. In the location, and I'll just bring the little arrow down here where the Regional Water Quality 51
Control Plant, specifically the center of the site where the proposed sludge facility is to be located. The 52
height restriction is between 129 feet and 154 feet, I believe, and the proposed stack, ventilation stack 53
ATTACHMENT F
City of Palo Alto Page 2
for the building is to reach a height of 65 feet. We do allow in our Code ventilation stacks to be upwards 1
of 15 feet above the height limit. In this case, the height limit is 50 feet, and the public facilities here is 2
just basically a summary of that. We have filed with the Federal Aviation Administration group their 45-3
day review form that we are going to be hearing back about, to confirm our analysis of the height with 4
respect to the proposed height. This also goes to the County's Airport Land Use Commission 5
representative to, for dialog there. Some issues that have come up on the Mitigated Negative Dec have 6
been about odor and noise. More recently, again, yesterday, today we received some email from an 7
interested party who can't be here tonight. 8
9
And the applicant's here from Public Works and their consultants have looked at these and have answers 10
for some of these things. I put them up on the screen here. Finally, the Public Works folks have 11
prepared some really good illustrations. One of them is at places showing a view of this, the proposed 12
sludge facility before and after. On the left, I'll hold this up, is an image of what you can see today from 13
the Byxbee Park, kind of the new area of Byxbee Park that's been hydro-seeded of late, and then to the 14
right you'll see the Cor-Ten steel, the kind of rust-colored building that is the proposed sludge facility, 15
dewatering facility on the right image. I'm going to go ahead and let Phil Bobel take over. He has quite 16
a presentation to give. So I'm going to load that up. 17
18
Phil Bobel, Public Works Assistant Director: Jamie Allen is our Plant Manager. Kathy from CH2M Hill is 19
here, our designer, and Padam, our Senior Engineer at the plant is here. So our staff is part of the Public 20
Works Department, and I'm going to ask Jamie just to, in the interest of time, I know you probably don't 21
want to go into a lot of detail here, so he's going to give you an overview of the project, then I'm going 22
to take back over and in a little more detail address the comments that we've had so far from, really the 23
comments that we've had are just from three folks, but they were good comments, and I think they're 24
worth spending most of the time on those. So Jamie. 25
26
James Allen, Water Quality Control Plant Manager: Jamie Allen, Plant Manager, Public Works. The 27
treatment plant treats about 18 million gallons a day for six communities, Palo Alto, Los Altos, Los Altos 28
Hills, Stanford, Mountain View and the East Palo Alto Sanitary District. It's located at the end of 29
Embarcadero Road. There's the picture. It's got the airport and the golf course to the north, the Byxbee 30
Park and the old landfill to the south, and the Baylands to the east and a saltwater marsh we helped 31
convert to the west. It's 25 acres, industrial complex full of tanks, pumps. About 70 people work at the 32
facility to keep it running 24/7. We create recycled water as well. 33
34
We've had the incinerators in this building right here since 1972. By the time we retire them in about 35
2018, 2019, they'll be 46, 47 years old, and the main reason we're replacing them is that they're at the 36
end of their life, and they're also the largest City facility greenhouse gas contributor because of the 37
natural gas that we need to burn the sludge and run the air pollution control equipment. So we're happy 38
to get rid of them, and this project is the key piece to do that. This is a schematic. I'm not going to go 39
into this. Phil's going to take over here. 40
41
Mr. Bobel: I just wanted to quickly make sure, thanks Jamie, that everybody realized that, and we 42
admitted to you, that the sewage treatment plant is kind of the big power user among the City facilities 43
currently, and there you can see it's 27 percent of municipal operations. And the incinerator is the lion's 44
share of the emissions from the sewage treatment plant. Not surprising to most of you, I'm sure. So 45
that's what our incinerator looks like. Like Jamie says, we are all going to be glad when it goes away. A 46
major greenhouse gas savings is going to be that we won't have to use natural gas any longer. And 47
here's our projection of what this is going to do for greenhouse gases. So you can see the red bars 48
marching toward 2014, that's the latest data point on this graph, actual data point, and we've, we think 49
we've done some good things, and we've managed to reduce, but it'll be phasing out this incinerator 50
that'll really give us the real jump here and get us down to that extreme right-hand small bar where 51
we've minimizing our greenhouse gases from the facility. So we're all very excited about that. I want to, 52
we just wanted to make sure we made the connection. That's why we're doing this thing, is to be able to 53
phase out the incinerator. 54
55
City of Palo Alto Page 3
So here's our long-term facility plan footprint. It shows that brown area as the replacement area where 1
we build the facilities that will ultimately completely replace the incinerator. The project before you 2
tonight is just the dewatering facility and the truck off-haul facility. So it's an interim step that we'll be 3
utilizing for several years, where we do away with the incinerator, we dewater the solids and we take 4
them to most likely another sewage treatment plant where they'd be digested, because it's going to take 5
us a long time to build the very expensive digesters that most sewage treatment plants have. So this is 6
step one, is our dewatering facility that you're considering tonight, and it'll be along with the digesters 7
themselves in that brown area. So you can see it's sort of central to the plant. I'm not going to go into 8
that. 9
10
So here's our new facility. It's that yellow-colored thing. It's a subset of that brown area I showed you 11
in that last slide. And it's, if you recall that earlier photo, aerial, it's in an open space now, so we don't 12
need to demolish anything to build this dewatering facility, and that's good because demolishing is major 13
cost, major delay and also has environmental impacts. So we're essentially building in an area where 14
there hasn't been anything. Now immediately to the left of that is our incinerator which will eventually 15
get demolished, but that's not part of this project, to demolish that building. We're going to discontinue 16
use of the incinerator, but it's a big building with a lot of equipment in it, and we'll figure out the best 17
way to take it down over time. So that's where this building is, and this is what it looks like. 18
19
And we did have a study session with the ARB. Some of them said, gosh, this is a handsome building 20
quote/unquote, from two of them, handsome building. And another one had a different view, and I'll get 21
to that in a second when we look at the specific angles. But there's Cor-Ten steel, that's the kind of rust-22
colored stuff, and then there's concrete which is what most of our buildings are currently. So those are 23
essentially the two finishes that you see there, concrete and Cor-Ten steel. 24
25
And here is the west elevation that you see when you come into the plant, you will see when you come 26
into the plant. The doorway on the extreme left is where the trucks will come through while we're still 27
having to take this to another sewage treatment plant until we get our own digesters built. That's where 28
the trucks will come through. And this is our best depiction of what the concrete will look like. You'll see 29
the 4x8 panels, so it'll give it some grid, some definition, and then you see the pieces of Cor-Ten steel as 30
well. And this is what it looks photo-shopped into our, if you were at the front gate of the building, of 31
our plant looking essentially eastward from the front gate, this is what it looks like. And we're still, and 32
this is when I said one of the ARB members had some other ideas and used the word missed 33
opportunity, so we're taking another look at this western exposure to see if there's, is there something 34
more interesting we can do with respect to that angle, and I don't know if you want to get into that 35
tonight. It's, I suppose, mostly an ARB thing, but know that that is a thing that we are looking at, 36
possibly another window, possibly deeper scores in the concrete to give it more interest, possibly the 37
planting of more material. 38
39
I'll just show you right next to this, this is one of our tanks where we just did public art and planted these 40
vines, and so actually my favorite thing to do differently with our new building is get some vines growing 41
up next to it. We've had some success there, and I, it's actually really pretty right there. We have a 42
planting plan. You're looking down on the building in the center, and again I suppose it's mostly an ARB 43
thing, so I wouldn't go over the details of that, but that's one of our existing buildings. Shows that we 44
already have this kind of look to the concrete and this is probably what we're going to try to recreate, is 45
something that looks like our existing concrete at the other buildings. So the east elevation is the thing 46
that points toward the old yacht harbor, if you can sort of get your bearings, the opposite side from that 47
west elevation I was just showing you. This is what it would look like, and if we didn't do any successful 48
planting, this is how it would like with the current planting that that's there. So there's quite a bit of 49
planting, but this is a 50-foot building, so you can see it sticking above the existing vegetation. And with 50
that planting plan that I just showed you, well I'm showing it to you again, the architect's depiction of 51
what it would look like in, I believe it's 20 years is that, that basically we'd get the growth up, essentially 52
hiding it. So the north elevation doesn't get seen really from off the site at all, so I won't focus on that, 53
but the architect has some interesting ideas there which we liked because we'd probably use the same 54
plant I just showed you because we have it in other places, but I personally like the idea of trying to get 55
more vines growing up against the building. There that is again. 56
City of Palo Alto Page 4
1
So here's the fourth elevation, the south elevation. And it points toward the Byxbee Park, the closed 2
landfill part of Byxbee Park, and it has a combination of Cor-Ten steel and concrete. So we were asked, 3
of course, everybody wants to know well what it’s going to look like from Byxbee Park. So Byxbee Park, 4
this is an old picture, but it's the gray area. That's our old landfill, the new Byxbee Park, and we showed 5
some different exposures looking toward the sewage treatment plant. One commenter, I think Herb is 6
still here. Herb said you didn't go to the highest point in the landfill. Why don't you do that and see 7
what it looks like? Good idea, and our attorney said yeah, that was a good idea, and in fact why don't 8
you show it with and without the building, so we've done that, not in time for this slide show, but that's 9
the thing that Amy was talking about here. So we went up to the top of the hill, re-took the picture, 10
photo-shopped in our new building, and this is what it looks like. You might say this looks like a very far 11
distance away. Why did you do that? Well, we, if you go up the hill, you get further and further from 12
the thing, and these are very small slopes, so the maximum elevation at Byxbee Park is only 60 feet, but 13
you have to go quite a ways, another 1,000 feet to get there. So it looks a good bit smaller, but from 14
that closer elevation, this is what it looks like, and so our building is the one to the left, the tall thing to 15
the left. The tall thing to the right is an existing building. And here it was photo-shopped in with, 16
showing the Cor-Ten steel and so that is one of the two that you, views that you see here. 17
18
And I would just come back and show you this, because we had the comment from one of your own that 19
it was hard to read the figures here. And as Amy just said, if you blow this up and look at it carefully, 20
you find that our new building is right about here. So it's kind of between this 154-foot level and the 21
129-foot level, so that's the maximum elevation that the FAA would allow us to build. Of course, we're 22
way under that, but just Amy did misspeak a little bit. This is all in terms of mean sea level, so the mean 23
sea level value for our stack is 75, 76 ... 24
25
Male: 76.5. 26
27
Mr. Bobel: ... 76.5 whereas the drawings in other places you'll see us referring to that stack as 65 feet. 28
That's the height from the ground level, from our first-floor level. 29
30
So those are all the slides we had, but let me just sum up the other major comments that we've gotten 31
and some thoughtful ones from Herb Borock that I wanted to addressed. He asks, well wait a minute, 32
what about hydrogen sulfide gas, ammonia, odors? We know these things come from sewage sludge as 33
it sort of anaerobically decays sitting there. So remember this isn't a new feature really. It's replacing 34
the dewatering facility that we already have. Currently we have belt presses dewatering, and then go to 35
the incinerator. What we're going to be doing in the future, these, this belt press facility is 45 years old, 36
so it needs to be replaced, but we still need a dewatering belt press operation because we need to 37
reduce that weight of the material before we try to truck it anywhere. So this is a replacement of our 38
existing dewatering facility is the way to think of it. And CH2M Hill, our consultant, has tried to estimate 39
what are those kind of odor and health-related pollutants that you would be concerned about. And the 40
main ones are the ones that Herb mentioned. It's hydrogen sulfide, ammonia and just odors in general. 41
So our best estimate, engineering estimate is that those will not be any different than our current 42
situation. I won’t go into a lot of details, because it's kind of complicated. Our current situation and then 43
this new situation are a little bit different, but the bottom line is that our best engineering estimate is 44
there's not going to be an increase. There may even be a decrease, I hope, but certainly not an 45
increase. So from a CEQA perspective, there's no increase in any of those emissions or odor. So we 46
misstep, we took a, made a misstatement in part of the MND which we'll correct so that it's clear that 47
there isn't an increase there. 48
49
The other thing that came up was greenhouse gases that I already addressed, and I won't go back 50
through that, but you saw that dramatic decrease in greenhouse gases and so several people raised 51
greenhouse gases. I think we have a tremendous story there that's really one of the major reasons we're 52
doing this project in addition to the incinerator being 45 years old. So greenhouse gases, great story. 53
And I think those are the major comments. I just wanted to make sure to mention them. 54
55
City of Palo Alto Page 5
Chair Fine: Thank you. Is that all from the staff presentation? Excellent. Thanks so much. I think we 1
have two speaker cards. Let's go for those. 2
3
Vice-Chair Gardias: So we have two speaker cards. We have Herb Borock, followed by Ken Gottfredson. 4
Please take five minutes. 5
6
Herb Borock: Thank you, Chair Fine and Commissioners. Staff has said that people are going to be very 7
happy when we get rid of the incinerators, and the plan is to replace it with anaerobic digester. In 8
October 1972 everyone was happy that we put in incinerators that replaced anaerobic digesters, and it 9
was the memory of those that are summarized in (inaudible) Long Range Facilities Plan for the plant that 10
indicated the odor problems and also the fact that there was a much larger volume of sludge that needed 11
to be trucked away compared to the volume of ash that is being trucked. Phil Bobel, I had a 12
conversation with him which he essentially summarized regarding the sludge loader, dewatering and 13
load-out facility, and then the dewatering part of it replacing the existing belt filter presses. And so I 14
would think that it would be worthwhile in the MND to write that instead of just treating the new sludge 15
dewatering as if it's being compared to an existing condition where there isn't anything else going on 16
which is the way it seems to go, and that would then lead to the conclusion that he stated. 17
18
In regard to the greenhouse gases, if you look at the planned components of each of them taking place 19
for the project, then you would be saying that the greenhouse gases, as I understand it, would be a big 20
reduction because of the incinerator going away, but it's possible that component 2 will never happen, 21
and that we would continue doing either trucking out as we would in the interim or having a different 22
process. And in that case, you would have going from a state where you would have had the reduction 23
due to the incinerators being removed, and then you would be making a choice as to what will be the 24
new process and that would then be having an increase in greenhouse gases. It wouldn't be anything 25
like we have now, as I understand it, but when the idea of putting in anaerobic digester or doing 26
something else, I believe, we would have to consider that, and that would get into the comments that I 27
had about the cumulative effect. 28
29
My only other comment at this point relates to the Record of Land Use Action at the last item which was 30
the term of approval. And it says that the site and design review is good for three years, and I thought 31
that section of the Code said it was two years, and that's easily checked in the Code. Thank you. 32
33
Vice-Chair Gardias: Thank you. Next speaker is Mr. Ken Gottfredson. 34
35
Ken Gottfredson: Hi. I'll try and make this real quick. I'm from the airport, and I have a flying club 36
there. I have about 500 members, and a couple dozen flight instructors. And our concern is when they 37
do the 45-day review, I know you're underneath the plane, but there are other things that affect the 38
airport. There's, there could be a TERPS review which would possibly change the approach that goes in 39
there for IFR traffic. There's just recently an increase on the minimums because of the tower that went 40
in over Shoreline, and that wasn't, had anything to do with any height restrictions, but it did change the 41
approach, and it raised it 100 feet. And so during this FAA review, I just wondered if a TERPS study was 42
going to be included in that. Secondly, I know, from the smokestack, I don't know if it, if there's, when 43
air rises and small planes are flying over the rising air, if that's going to create some kind of turbulence 44
that might affect especially for a student pilot, it might create some kind of turbulence or something like 45
that. So I was hoping those two things would be addressed in the study. That's it. 46
47
Vice-Chair Gardias: Thank you. 48
49
Chair Fine: Thank you very much to both our speakers. Those were helpful. I'd like to turn it over to 50
the Commission for a round of questions. The first light I see is Commissioner Downing. 51
52
Commissioner Downing: If I could ask a question. What is the expected lifespan of this facility, of this 53
particular building that you're building right now? 54
55
Ms. French: Fifty years. 56
City of Palo Alto Page 6
1
Mr. Bobel: The equipment inside the building will all (inaudible) 50 years, but this concrete thing 2
(inaudible). 3
4
Commissioner Downing: So the reason why I'm asking is because it does seem clear that you guys are 5
taking account for the floodplains, (inaudible) at the 100-year flood rise built into this building. But 6
where I am getting concerned is, I mean there's studies out there saying that in the next 50 years we 7
can expect the 10-foot sea level rise, and that it seems like the flood rising, the height you've added for 8
that wouldn't account for the sea level rise as well. So what's the plan for that? How is that addressed 9
or what's the approach to that today? 10
11
Mr. Bobel: That's a great question, and it's larger than our sewage treatment plant, as you probably 12
know. So we're also working on a sea level rise staff report that's going to address in a general way that 13
question of should we be doing more at our City facilities and private-sector facilities for that matter than 14
raising the levees. Should we be changing our Building Code requirements to make say electrical stuff be 15
at a higher elevation or certain kinds of rooms be higher than our current 10.5 number? We're not taking 16
a different approach for this building than the rest of the City is taking or the rest of the City facilities are 17
taking, but it's a good question. We know we need to address it in all of the Baylands. 18
19
Commissioner Downing: You know, I think my concern is that for a lot of other buildings in Palo Alto, if 20
they don't get hit with it, I mean the worst thing that's going to happen is they're going to flood, they're 21
not going to be useful. My concern is that with this particular facility, if you guys flood, that, all of that 22
sludge ends up in the Bay, and that's a contamination that isn't present with the rest of the buildings that 23
we could be concerned about. And so that's why I'm asking about that, because I find that concerning, 24
because that's 50 years of 10-foot rise. You guys are 6 feet up, so less than 50 years you will be facing 25
that problem, so that's why I'm kind of pushing on that issue. 26
27
Mr. Bobel: It's a bigger question, though, than this particular building, I understand, but we've got 25 28
acres of buildings, and we know we need to address Citywide, you may be particularly worried about the 29
sewage sludge. Other people are more worried about our communications operations at the Municipal 30
Service Center or our airport or, everybody has their own pet facility or operation. Probably the cheapest 31
thing for the sewage treatment, if the City doesn't end up taking action that applies to facilities in 32
general, the sewage treatment plant would probably come back in and put in large pumps that would 33
keep the Bay at bay. 34
35
Commissioner Downing: If I could. How would that work? Where would these pumps go? 36
37
Mr. Bobel: Well, first you need a dike. You need a containment facility which we're working on now. 38
We're working through the safer project, the JPA project to increase the size and the heft of the levees 39
and the so-called shoreline study which is the Corps' project to tie it into the rest of our partners. So 40
between those two studies, step one is to increase the height of the levees, and then if nothing else 41
changes, the best double protection for us would be to have a different pumping system internal to the 42
plant. 43
44
Chair Fine: Vice-Chair Gardias. 45
46
Vice-Chair Gardias: Thank you. We actually talk with Chairman about the public participation, and we 47
always find valuable comments of the public that attends our meeting, and we want them to come and 48
attend our meetings frequently. And Mr. Borock is one of the frequent participants, and we value his 49
questions, and we would like to ask you just to answer the or provide the comments to the questions or 50
to the comments that they provided. So I don't know if I need to just go through this, but Mr. Borock 51
was talking about, what I understand was pretty much the carbon footprint in terms of this, how the 52
operations were restructured. And then also there was a comment about the land use that was for three 53
years. It should have been two years. And then Mr. Gottfredson was talking about FAA review and also 54
potential turbulence. So if you could just please address their comments. 55
56
City of Palo Alto Page 7
Mr. Bobel: Now? 1
2
Vice-Chair Gardias: Yes, please. 3
4
Mr. Bobel: So to start with the airport-related comments. We've, we're in a dual process with yours that 5
the FAA runs, and they will decide whether, what's the name of that? TERPS, thank you. They will 6
decide whether to do a TERPS review or not. And so that's sort of out of our hands, but the FAA process, 7
they're, they've received what they need from us, and they're running that through their system now. 8
And so we'll know that before we start construction or approve construction contracts on that. 9
10
And then the second comment also good, is what about a heated air release. So currently we have an 11
incinerator. So currently we have a lot more heated air than we will under, with this facility. This facility 12
will actually be a dramatic decrease in heated air rising above the, this treatment plant. So this stack 13
that looks so ominous there is the, a way to just protect our employees mostly and get the inside air from 14
that building up and out. It's not heated. It's just the air inside the building being exhausted. There're 15
actually two stacks. One is much lower that, where there's actually are more contaminated air that goes 16
through a two-step treatment process and then is, is then discharged. But again, that's not heated air, 17
and it's a dramatic reduction in the temperature of the Air. So the FAA can look at that if they choose to, 18
but they'll very quickly realize that this is a big plus. If there was any problem with the current situation, 19
this will reduce it. 20
21
And then Herb's comments; so Herb talked about the carbon footprint, and I was trying to address that 22
with this greenhouse gas factsheet, because all of the things one could ask about the carbon footprint 23
are all rolled up into these two data points, the current and then the 2019. So we took into account the 24
truck traffic, the amount of trips that we currently make with ash, and the amount that we make in 2019 25
with the raw sludge. We took into account the actual emissions from this process, and this is the net 26
result. So like I say, we think we have a extremely good carbon footprint story to tell, and it's one of the 27
biggest reasons we're doing this project. 28
29
Now, Herb had some other comments too that you didn't, which I tried to address and you didn't just 30
restate them. So I won't go back through them, but he had some other pollutants that he was 31
concerned about, and I tried to address those as we were going through the slides. 32
33
Vice-Chair Gardias: And that's a error, I think it was just an error of three years as opposed two years. 34
Is this ... 35
36
Mr. Bobel: I don't know. What the three year versus two year? 37
38
Cara Silver, Senior Assistant City Attorney: The Code does specify a two-year term for this permit, so 39
construction needs to start within two years of issuance of the Council's approval. 40
41
Mr. Bobel: Okay. We want to kill that dead. We want to start within a few months. 42
43
Vice-Chair Gardias: So it's going to be corrected. Very good. Thank you. If you don't mind. Thanks 44
very much for all this. 45
46
Mr. Bobel: Yeah, we'll change those things. And Herb also, one of the reasons that he went down a 47
certain path with his comments is that he was triggered by a statement in our MND which needs to be 48
changed. So I agree with you wholeheartedly. It definitely helps to have Herb going through this stuff. 49
So we'll make the changes that he helped us realize need to be changed. 50
51
Vice-Chair Gardias: Thank you very much. We appreciate you just making these changes and 52
responding to his comments. So if you don't mind, just I am going to have couple of questions from my 53
side. So in terms of the truck traffic; so there is, currently there are no trucks, so there is going to be, 54
could you tell us how many, how, what, how frequent would be the traffic, how large, what are the risks, 55
City of Palo Alto Page 8
and some other issues related with these trucking operations, the hours of the, of moving the sludge and 1
so forth? 2
3
Mr. Allen: At build out, it's up to five trucks a day. We'll probably start out with three, maybe four. And 4
that hauling contract which we'll bring to Council, we're going to look for a lot of operational flexibility so 5
that we have options to take it to various different treatment plants, but we'll be working that out in the 6
future. Right now we do one truck a week, the ash. So it's a 20:1 volume reduction using an incinerator, 7
so we do currently one ash haul-out a week. This will be for starters about 20 haul-outs a week let's say. 8
9
Mr. Bobel: The thing to know is the, one reason I'm personally excited about this project is we're 10
currently hauling the ash, sorry. We're currently hauling the ash to Beatty, Nevada, right Jamie? 11
12
Mr. Allen: We take it to a hazardous waste landfill because it's hazardous waste. 13
14
Mr. Bobel: And I forget how many miles that is, 300 approximately, I think. And so we're talking about 15
although three to five truck trips a day, I hope it can be to our neighboring Redwood City sewage 16
treatment plant which is only 20, 25 miles a day. So that's why when you do all the math on these truck 17
trips, you don't see a increase from this. 18
19
Vice-Chair Gardias: And then those trucks, I mean what's, I mean they will be loaded and leaving at 20
different, various times, because probably loading is going to take a while. 21
22
Mr. Allen: Loading is 10 to 15 minutes. 23
24
Vice-Chair Gardias: So but they will be ... 25
26
Mr. Allen: They might prefer off rush hour times, but they may, based on where they're taking it, they 27
may prefer daytime hours. So we're looking for maintaining flexibility when we set up that contract. 28
29
Vice-Chair Gardias: And what sort of trucks those are? Those are like lorries with open beds or what's ... 30
31
Mr. Allen: They're 40-foot long semis with roll, the bins that, the truck goes up so the sludge can slide 32
out the back, wherever they're going. 33
34
Vice-Chair Gardias: It's like gravel, right? 35
36
Mr. Allen: Right. 37
38
Vice-Chair Gardias: So I hope there is no risk of spilling the sludge or, because there is sometimes, and 39
gravel can spill on the motorway and puncture people's windshields. I don't think this would puncture 40
anybody's windshield, but the effect may be not pleasant. 41
42
Mr. Bobel: We haven't lost any ash yet, which is what we're currently hauling. 43
44
Vice-Chair Gardias: Thank you. So I have different comment about the structure itself which goes 45
beyond the purview, but out of curiosity. So there is, on the second floor, there is this perforated 46
weathering steel screen wall, and you provided sample of this. What is the purpose of this wall besides 47
screening? Does this have any physical use or is it just a decoration? 48
49
Mr. Allen: Yeah, it's just screening, an aesthetic value in screening of the equipment. 50
51
Vice-Chair Gardias: And the last comment is maybe from a different angle. So are you planning to open 52
this facility to public, to schools for I'll say educational facility? 53
54
Mr. Bobel: Jamie and I always disagree on this one. Go ahead, Jamie. 55
56
City of Palo Alto Page 9
Mr. Allen: Due to the industrial nature, it's not, it's only for authorized personnel, but people will be able 1
to walk around the outside of the building. 2
3
Mr. Bobel: We currently have school groups that tour the facility. We won't take them in this particular 4
building. It won't be too interesting to them anyway. 5
6
Vice-Chair Gardias: But they can see our (inaudible), they can see the basis, how this ... 7
8
Mr. Bobel: Yeah. They can see this building from the outside, and we'll have, we'll enhance and redo 9
our outreach materials so that they can see what is going on inside. 10
11
Vice-Chair Gardias: And the last question that's also not related. It's just a, there was on the edges of 12
the lot, there seem to be some unused land. Are you planning maybe just release this land for the public 13
in the future? It's like on the north end. 14
15
Mr. Allen: A lot of the perimeter areas are trees that screen the plant, screen the treatment plant so that 16
when people are using the Baylands or Byxbee Park, we are not intruding upon the visual space of the 17
Baylands. So we, if we were to lease it, we'd pretty much have to clear it and then it becomes an issue 18
of aesthetics in the park. 19
20
Mr. Bobel: Were you thinking of some of these areas where ... 21
22
Vice-Chair Gardias: That's right, on the left side. 23
24
Mr. Bobel: The left side? 25
26
Vice-Chair Gardias: Yeah. 27
28
Mr. Bobel: We'd have a lot of disappointed people if we tried to take some of those trees down, but that 29
is an option for some of our facilities, is to thin out or make that buffer smaller on Embarcadero Road 30
side. So we're considering that, but we're trying as hard as we can to keep stuff in the center of the 31
plant and keep all the vegetation that we can. 32
33
Vice-Chair Gardias: Because it's just, I know this is a different story. But there is a, for Greg Schmid and 34
myself, that we run 5 kilometers, 5,000, so there is this nice waving path that goes along your fence, and 35
then when you hit the road, then pretty much there is just a straight sidewalk, so it would be nice to 36
continue this farther along. 37
38
Mr. Bobel: Along Embarcadero Way? 39
40
Vice-Chair Gardias: That's right, Embarcadero Road. 41
42
Mr. Allen: That's the new landscaping project, Phil, where we put in a wavy path in the northern end of 43
the property. It ties in with the bike path. 44
45
Mr. Bobel: Have we done something that's prevented you from, I'm not following you exactly. 46
47
Vice-Chair Gardias: That's, the first part of this pathway is very welcoming. 48
49
Mr. Bobel: I see. 50
51
Vice-Chair Gardias: The second path, it's not, it looks like this, it's just a straight path, so it's not as nice 52
as the first portion. 53
54
Mr. Allen: Are you talking about that commercial building at the northwest corner? 55
56
City of Palo Alto Page 10
Vice-Chair Gardias: I'm talking about that portion from the incinerator building to the lower left corner. 1
2
Mr. Bobel: Maybe you can show us after ... 3
4
Vice-Chair Gardias: I will show you later. It's out of scope. 5
6
Mr. Bobel: We want to enhance all those trails around there. The current area where we're sort of 7
challenged is on the right-hand side of this. We have a complication of it being the so-called Measure E 8
site, and we're still finishing the capping on the landfill over on the right side of that drawing. So you'll 9
see an improvement there, and you'll be able to jog more successfully around that side soon. 10
11
Vice-Chair Gardias: Great. Thank you. 12
13
Chair Fine: Commissioner Tanaka. 14
15
Commissioner Tanaka: One quick question, and then I'd like to make a motion. So the quick question is, 16
so I guess in 1970 we had an aerobic digester, right? 17
18
Mr. Bobel: Nineteen what? 19
20
Commissioner Tanaka: Around 1970, a long time ago. 21
22
Mr. Bobel: Yeah. 23
24
Mr. Allen: We had an aerobic digester from 1934 to 1972. In the 1960s, the EPA said you cannot use 25
digesters anymore, because the electronics industry, heavy metals were disrupting the biological process, 26
and so the, that's what Herb mentioned. We had odors in the sludge that was being dewatered out 27
where the current landfill is. And so the digester didn't work, so we put in incinerators. Of course, since 28
then the metals have been removed from the sewage, and it would work if we put in digesters now. But 29
that's why we went with incineration at that time. 30
31
Commissioner Tanaka: So all the problems have been solved then. It will actually work now. 32
33
Mr. Bobel: Yeah, we're going full circle here. 34
35
MOTION 36
37
Commissioner Tanaka: I'd like to make recommendation, I'm sorry, a motion that, yeah, that we 38
recommend approval to the City Council. Here it is. We recommend approval of the Mitigated Negative 39
Declaration and the site and design review application for the sludge dewatering and load-out facility at 40
the Regional Water Quality Control Plant. 41
42
SECOND 43
44
Commissioner Alcheck: Second. 45
46
Chair Fine: Thank you, Commissioner Tanaka and Commissioner Alcheck. We have a motion on the 47
floor. I'll restate it in a little bit. I still have a few lights that I want to go through. I think next was 48
Commissioner Rosenblum. 49
50
Commissioner Rosenblum: My question was about the truck traffic, which was just addressed by 51
Commissioner Gardias. I have no other questions. 52
53
Chair Fine: My next light is Commissioner Alcheck. 54
55
Commissioner Alcheck: I yield (inaudible). 56
City of Palo Alto Page 11
1
Chair Fine: Commissioner Waldfogel. 2
3
Commissioner Waldfogel: Thank you. I think this is an important project, and we need to get it done. 4
I've been watching this for several years, and it's kind of, it's exciting to see the progress. But I think the 5
thing we, one thing we have to keep in mind is that now the airport is our City facility, and we don't want 6
to do anything that affects the evolving business plan for the airport. And in fact we have the option 7
under State law to, and Federal law, to set lower height limits or even to provide what's called a 8
navigation easement over the treatment plant to ensure aviation uses in that area. And as we know, 9
even the landscaping is a potential issue. The problem I have right now is that we didn't start the FAA 10
work until this week literally. And we know, we heard from of Mr. Gottfredson that obstructions that are 11
even under this FAR Part 77 surface can affect the instrument approach. They can affect aviation 12
operations. We haven't heard any analysis about whether construction will affect airport operations, 13
whether the approach will be taken out of service for certain days during construction because of crane 14
obstructions or other issues. And all these things affect the airport's business model, and so it's really 15
hard for me to support this today until we finish that work. So I guess one question is how long is it until 16
we finish that work, 'til we do a business model, a business impact analysis on the airport, 'til we 17
understand whether or not just if this meets the, this basic FAR Part 77, but if there are additional 18
impacts on air space. You know, that's not a question that I think anybody in this room can answer as of 19
this second, so when do we, when will we know the answers? 20
21
Mr. Bobel: As you probably know, the FAA says that their timeframe is a minimum of 45 days. And 22
you're right, we didn't start the process as soon as we should have. However, as a practical matter, 23
we're not anticipating any problems. We've talked to our Airport Manager, Andy Swanson. I've asked 24
him your question about the business plan. He doesn't envision modifying the business plan or, I'm just 25
not seeing how it would impact the business plan of the airport. So ... 26
27
Commissioner Waldfogel: But have we analyzed that? 28
29
Mr. Bobel: Huh? 30
31
Commissioner Waldfogel: Do we have any analysis? 32
33
Mr. Bobel: Of the business plan for the airport? 34
35
Commissioner Waldfogel: Do we have any analysis whether this, I mean since we don't know the impact 36
on airspace, do we know whether there's any impact on the airport or can we just commit that if there is 37
impact that we'll modify this project? 38
39
Mr. Bobel: I think we could commit to that, because there's so little likelihood. I mean, you've seen the 40
photographs. This is, just becomes one of many buildings at our sewage treatment plant that are of that 41
same ilk. As far as the cranes go, we submit the FAA form when we bring a new crane onsite already. 42
We had a 120-foot crane out there earlier this year, as you may know, and that's far taller than any of 43
our buildings. And so we're used to working with the airport on cranes. And will there be tall cranes out 44
there during construction? Yes. Have we had them out there many months out of the year? Yes, we 45
have cranes out there all the time, and we work with the FAA to alert them of that. So I just don't 46
foresee a problem. I mean, we, they didn't have a problem with our 120-foot crane. I can't imagine 47
they're going to have a problem with ... 48
49
Commissioner Waldfogel: You're actually, you're, I think that's a misleading response, because what the 50
FAA does with that filing is they will shut down a piece of airspace. I mean, if you say I'm putting a 51
temporary crane into an airspace, they issue a notice that says I'm shutting down something. So that is 52
a slightly misleading response. Until we talk, the tower manager isn't here, the Airport Manager isn't 53
here. We don't really know what we're talking about. 54
55
Mr. Bobel: The Airport Manager has said he doesn't anticipate any problems. I can tell you that. 56
City of Palo Alto Page 12
1
Male: Could I just say one thing (inaudible)? The Airport Manager isn't an expert on TERPS, and so he 2
isn't qualified to make (crosstalk). 3
4
Chair Fine: Let's keep public comment to public comments please. Thank you. 5
6
Mr. Allen: One thing the airport staff said is that the local staff do not make the determination of air 7
traffic safety. So asking us to make the determination of air safety isn't something that we do. But from 8
our analysis, we are below the obstruction height by 50 feet for our stack. And so we had to notify the 9
FAA because we were within a one-to-fifty surface within 10,000 feet of the end of the runway. That 10
triggers a notification requirement. Just because we notified the FAA doesn't mean that we created an 11
unsafe condition. So they, we had to submit this within 45 days before the start of construction which is, 12
it was submitted in time. We were not going to start construction within 45 days, and their review takes 13
30 to 90 days, but we're, like we said we're not anticipating any issues with the FAA. And Caltrans 14
Aeronautics has already reviewed the CEQA through the State clearinghouse, and they had no comment. 15
16
VOTE 17
18
Chair Fine: Thank you very much. I think we can all acknowledge the FAA will overrule any of us. With 19
that, I don't see any other lights. Shall we put this to a vote? So the motion as it stands is that we are 20
moving to recommend approval of the draft Mitigated Negative Declaration and approve the site and 21
design review application necessary for the Record of Land Use Action. Does that state (inaudible)? All 22
those in favor. All those against. One against. Thank you all so much. This item is closed. 23
24
MOTION PASSED 25
26
Commission Action: Commissioner Tanaka moved to approve staff recommendations, second by 27
Commissioner Alcheck. Passed 6-1 with Commissioner Waldfogel dissenting. 28
I. DESCRIPTION OF PROJECT
Date: December 15, 2015
Project Name: Palo Alto Regional Water Quality
Control Plant Sludge Dewatering and
Loadout Facility
Application Nos.: Not Applicable
Address of Project: 2501 Embarcadero Way
Assessor’s Parcel Numbers: 008-03-029
Applicant: City of Palo Alto Regional Water
Quality Control Plant
Owner: City of Palo Alto
250 Hamilton Avenue, 5th Floor
Palo Alto, CA 94301
Project Description and Location:
The proposed project would include the construction and operation of a sludge dewatering and truck loadout
facility at the Palo Alto Regional Water Quality Control Plant (RWQCP). The City’s vision for future biosolids
management encompasses the need to address the RWQCP’s aging solids handling infrastructure, to proactively
comply with changing and uncertain regulations affecting biosolids, and to respond to community goals to
increase the beneficial use of recovered organic resources city-wide. To respond to this, the City developed a
Biosolids Facility Plan (BFP) that provides a long-term roadmap to enable the City to reliably and sustainably
manage and beneficially reuse the wastewater solids produced at the RWQCP through year 2045. The BFP was
developed as a companion document to the City of Palo Alto Long Range Facilities Plan for the Regional Water
Quality Control Plant Final Report (LRFP). The BFP builds on the LRFP, allowing solids processing
recommendations in the BFP to move forward in concert with other planned improvements at the RWQCP (as
defined in the LRFP). Together, the two documents provide a comprehensive long-term plan for the RWQCP.
The proposed project analyzed in this document is the dewatering and loadout facility, also known as
Component 1 of the BFP. The dewatering and loadout facility would have independent utility as a backup
sludge dewatering and haul off facility that can be used long-term even if additional BFP components are not
built.
The proposed project includes the construction of a new building to accommodate the installation of four belt
filter presses. The project also includes mechanisms to convey the resulting cake from the belt filter presses to
three storage bins, and to load the cake from the bins into trucks. These activities would occur within the new
ATTACHMENT G
dewatering and truck loadout facility building. The new building would be a two story, cast‐in‐place concrete
structure that would contain space for the belt filter presses, truck loadout, and other miscellaneous support
areas. The facility would have a building footprint of approximately 7,500 square feet and a building height of
50 feet. The facility would include a robust system for odor control. The roof would include removable
skylights over the BFPs for the purpose of facilitating future removal/replacement. These skylights would also
provide light into the room, reducing the need for electric lights during the daytime. Various minor
modifications to the yard piping system would be needed in order to accommodate the new facility. In addition
to the dewatering and truck loadout facility itself, a standby diesel engine generator will be installed to provide
backup. The generator is sized to handle the load for the facility as well as other nearby facilities. Fuel storage
will be provided by means of a sub‐base fuel tank.
II. DETERMINATION
In accordance with the City of Palo Alto’s procedures for compliance with the California Environmental
Quality Act (CEQA), the City has conducted an Initial Study to determine whether the proposed project could
have a significant effect on the environment. On the basis of that study, the City makes the following
determination:
________
The proposed project COULD NOT have a significant effect on the environment, and a
NEGATIVE DECLARATION is hereby adopted.
___X____
Although the project, as proposed, could have a significant effect on the environment,
there will not be a significant effect on the environment in this case because mitigation
measures have been added to the project and, therefore, a MITIGATED NEGATIVE
DECLARATION is hereby adopted.
The initial study prepared for this project described above incorporates all relevant information
regarding the potential environmental effects of the project and confirms the determination that an EIR
is not required for the project. The following describes the areas of analysis and any mitigation measures
incorporated into the proposed project in accordance with CEQA:
A. AESTHETICS. The project will not have a significant impact on aesthetics or visual resources, therefore no
mitigation is required.
B. AGRICULTURAL RESOURCES. The project will not have a significant impact on agricultural resources,
therefore no mitigation is required.
C. AIR QUALITY. The project will not have a significant impact on air quality, therefore no mitigation is
required.
D. BIOLOGICAL RESOURCES.
Impact BIO (a): The proposed project may have a substantial adverse effect, either directly or through
habitat modifications, on any species identified as candidate, sensitive, or special-status species.
Avoidance Measures for Special-Status Wildlife Species. The proposed project includes the following
avoidance and minimization measures to reduce impacts on species covered by the MBTA during construction
to a less-than-significant level:
Pre-construction nesting surveys will be conducted before undertaking work during the nesting season
(February through August). Any nest found within 50 feet for songbirds and 300 feet for raptors will be
avoided, and a designated construction-free buffer zone will be established until the nests are no longer
active.
Biological monitoring of work activities for active bird nests found during the nesting season will be
conducted by a qualified biologist.
A qualified biologist will conduct onsite informational meetings with all construction personnel before
construction begins. The purpose of these training sessions will be to familiarize construction personnel
with the procedures regarding nesting birds they are to follow if they are encountered.
E. CULTURAL RESOURCES. The project will not have a significant impact on cultural resources, therefore
no mitigation is required.
F. GEOLOGY, SOILS, AND SEISMICITY. The project will not have a significant impact on geology, soils,
and seismicity, therefore no mitigation is required.
G. GREENHOUSE GAS EMISSIONS. The project will not have a significant impact on greenhouse gas
emissions, therefore no mitigation is required.
H. HAZARDS AND HAZARDOUS MATERIALS. The project will not have a significant impact on hazards
and hazardous materials, therefore no mitigation is required.
I. HYDROLOGY AND WATER QUALITY. The project will not have a significant impact on hydrology and
water quality, therefore no mitigation is required.
J. LAND USE AND PLANNING. The project will not have a significant impact on land use and planning,
therefore no mitigation is required.
K. MINERAL RESOURCES. The project will not have a significant impact on mineral resources, therefore
no mitigation is required.
L. NOISE. The project will not have a significant impact on noise, therefore no mitigation is required.
M. POPULATION AND HOUSING. The project will not have a significant impact on population and
housing, therefore no mitigation is required.
N. PUBLIC SERVICES. The project will not have a significant impact on public services, therefore no
mitigation is required.
O. RECREATION. The project will not have a significant impact on recreation, therefore no mitigation is
required.
P. TRANSPORTATION AND TRAFFIC. The project will not have a significant impact on transportation
and traffic, therefore no mitigation is required.
Q. UTILITIES AND SERVICE SYSTEMS. The project will not have a significant impact on utilities and
service systems, therefore no mitigation is required.
R. MANDATORY FINDINGS OF SIGNIFICANCE. As indicated throughout this Initial Study, impacts on
all environmental resources were deemed to result in either ‘no impact,’ a ‘less-than-significant impact,’ or ‘less
than significant with mitigation incorporation.’ As a result, the project with proposed mitigation measures
would not create environmental effects that would degrade the quality of the environment, substantially reduce
the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self-sustaining levels,
threaten to eliminate a plant or animal community, reduce the number or restrict the range of a rare or
endangered plant or animal community, or eliminate important examples of major periods of California history
or prehistory.
PUBLIC REVIEW PERIOD
The public review period begins on December 15, 2015 and ends on January 13, 2016. Comments on the Draft
Mitigated Negative Declaration may be submitted to:
Amy French, Chief Planning Official
City of Palo Alto
250 Hamilton Avenue, 5th Floor
Palo Alto, CA 94301
_______________________________ _________________________
Project Planner Date
INITIAL STUDY
Palo Alto Regional Water Quality
Control Plant Sludge Dewatering and
Loadout Facility Project
Prepared for
City of Palo Alto
250 Hamilton Ave, 5th Floor
Palo Alto, CA 94301
December 2015
2485 Natomas Park Drive
Suite 600
Sacramento, CA 95833
Contents
Section Page
Acronyms and Abbreviations .............................................................................................................. v
1. Background Information ..................................................................................................... 1-1
1.1 Project Title ...................................................................................................................... 1-1
1.2 Lead Agency Name and Address ...................................................................................... 1-1
1.3 Lead Agency Contact Person and Phone Number ........................................................... 1-1
1.4 Project Location ............................................................................................................... 1-1
1.5 Project Sponsor’s Name and Address .............................................................................. 1-1
1.6 General Plan Designation ................................................................................................. 1-1
1.7 Zoning .............................................................................................................................. 1-1
1.8 Background and Description of the Project ..................................................................... 1-1
1.8.1 Project Features .................................................................................................. 1-2
1.8.2 Project Construction ........................................................................................... 1-2
1.8.3 Operations and Maintenance ............................................................................. 1-3
1.8.4 Permits and Approvals ........................................................................................ 1-3
2. Environmental Determination ............................................................................................. 2-1
2.1 Environmental Factors Potentially Affected .................................................................... 2-1
2.2 Determination .................................................................................................................. 2-1
3. Evaluation of Environmental Impacts .................................................................................. 3-1
3.1 Aesthetics ......................................................................................................................... 3-1
3.1.1 Setting ................................................................................................................. 3-1
3.1.2 Impact Analysis ................................................................................................... 3-1
3.2 Agriculture and Forest Resources .................................................................................... 3-2
3.2.1 Setting ................................................................................................................. 3-2
3.2.2 Impact Analysis ................................................................................................... 3-3
3.3 Air Quality ........................................................................................................................ 3-3
3.3.1 Setting ................................................................................................................. 3-4
3.3.2 Impact Analysis ................................................................................................... 3-4
3.4 Biological Resources ........................................................................................................ 3-7
3.4.1 Setting ................................................................................................................. 3-8
3.4.2 Impact Analysis ................................................................................................... 3-9
3.5 Cultural Resources ......................................................................................................... 3-11
3.5.1 Setting ............................................................................................................... 3-11
3.5.2 Impact Analysis ................................................................................................. 3-12
3.6 Geology and Soils ........................................................................................................... 3-13
3.6.1 Setting ............................................................................................................... 3-13
3.6.2 Impact Analysis ................................................................................................. 3-13
3.7 Greenhouse Gas Emissions ............................................................................................ 3-15
3.7.1 Setting ............................................................................................................... 3-15
3.7.2 Impact Analysis ................................................................................................. 3-16
3.8 Hazards and Hazardous Materials ................................................................................. 3-17
3.8.1 Setting ............................................................................................................... 3-17
3.8.2 Impact Analysis ................................................................................................. 3-18
3.9 Hydrology and Water Quality ........................................................................................ 3-19
3.9.1 Setting ............................................................................................................... 3-20
EN0717151040SAC/658394 (ISMND_ADMINDRAFT) iii
CONTENTS
Section Page
3.9.2 Impact Analysis ................................................................................................. 3-20
3.10 Land Use and Planning ................................................................................................... 3-22
3.10.1 Setting ............................................................................................................... 3-22
3.10.2 Impact Analysis ................................................................................................. 3-22
3.11 Mineral Resources ......................................................................................................... 3-23
3.11.1 Setting ............................................................................................................... 3-23
3.11.2 Impact Analysis ................................................................................................. 3-23
3.12 Noise .............................................................................................................................. 3-24
3.12.1 Setting ............................................................................................................... 3-24
3.12.2 Impact Analysis ................................................................................................. 3-24
3.13 Population and Housing ................................................................................................. 3-25
3.13.1 Setting ............................................................................................................... 3-26
3.13.2 Impact Analysis ................................................................................................. 3-26
3.14 Public Services................................................................................................................ 3-26
3.14.1 Setting ............................................................................................................... 3-26
3.14.2 Impact Analysis ................................................................................................. 3-27
3.15 Recreation ...................................................................................................................... 3-27
3.15.1 Setting ............................................................................................................... 3-27
3.15.2 Impact Analysis ................................................................................................. 3-28
3.16 Transportation/Traffic ................................................................................................... 3-28
3.16.1 Setting ............................................................................................................... 3-28
3.16.2 Impact Analysis ................................................................................................. 3-29
3.17 Utilities and Service Systems ......................................................................................... 3-30
3.17.1 Setting ............................................................................................................... 3-30
3.17.2 Impact Analysis ................................................................................................. 3-30
3.18 Mandatory Findings of Significance ............................................................................... 3-32
4. List of Preparers .................................................................................................................. 4-1
4.1 CH2M HILL ........................................................................................................................ 4-1
5. References .......................................................................................................................... 5-1
Appendix
A Air Quality and Greenhouse Gas Emissions Output Files
Tables
1 Project Construction Emissions and Comparisons to 2010 Baaqmd CEQA Thresholds
2 Project Construction Greenhouse Gas Emissions
Figure
1 Project Location
2 Site Plan
3 Architectural Elevations
iv EN0717151040SAC/658394 (ISMND_ADMINDRAFT)
Acronyms and Abbreviations
ADC alternative daily cover
BAAQMD Bay Area Air Quality Management District
BFP Biosolids Facility Plan
BMP best management practice
CalEEMod California Emissions Estimator Model
CalRecycle California Department of Resources Recycling and Recovery
CAPCOA California Air Pollution Control Officers Association
CDFW California Department of Fish and Wildlife
CEQA California Environmental Quality Act
CFC California Fire Code
CFR Code of Federal Regulations
CGP Construction General Permit
CH4 methane
City City of Palo Alto
CO carbon monoxide
CO2 carbon dioxide
CWA Clean Water Act
dBA a-weighted decibels
DMG Division of Mines and Geology
DOC California Department of Conservation
FEMA Federal Emergency Management Agency
GHG greenhouse gas
IS Initial Study
LRFP City of Palo Alto Long Range Facilities Plan for the Regional Water Quality
Control Plant Final Report
MGD million gallons per day
MBTA Migratory Bird Treaty Act
N2O nitrous oxide
NOx oxides of nitrogen
NPDES National Pollutant Discharge Elimination System
O3 ozone
OHWM ordinary high water mark
PC Planned Community
EN0717151040SAC/658394 (ISMND_ADMINDRAFT) v
ACRONYMS AND ABBREVIATIONS
PF Public Facilities
PM2.5 particulate matter with aerodynamic diameter equal to or less than 2.5 microns
PM10 particulate matter with aerodynamic diameter equal to or less than 10 microns
proposed project sludge dewatering and loadout facility project
PRC Public Resources Code
ROG reactive organic gases
ROLM(E) Research, Office and Limited Manufacturing Subdistrict - Embarcadero
RWQCP Regional Water Quality Control Plant
SFBRWQCB San Francisco Bay Regional Water Quality Control Board
SOx sulfur oxide
SRA Shaded Riverine Aquatic (type of habitat)
SWPPP stormwater pollution prevention plan
USACE U.S. Army Corps of Engineers
USEPA U.S. Environmental Protection Agency
USFWS U.S. Fish and Wildlife Service
WDR waste discharge requirements
vi EN0717151040SAC/658394 (ISMND_ADMINDRAFT)
SECTION 1
Background Information
1.1 Project Title
Palo Alto Regional Water Quality Control Plant Sludge Dewatering and Loadout Facility Project
1.2 Lead Agency Name and Address
City of Palo Alto
250 Hamilton Avenue, 5th Floor
Palo Alto, CA 94301
1.3 Lead Agency Contact Person and Phone Number
Amy French, AICP
Chief Planning Official
City of Palo Alto
(650) 329-2336
1.4 Project Location
The project is located within the existing Regional Water Quality Control Plant (RWQCP), which is
located in Palo Alto at the southern end of the San Francisco Bay in Santa Clara County, California.
Access to the site is via U.S. Highway 101, and Embarcadero Rd, approximate latitude/longitude
37°27’8.39”N/ 122° 6’40.47”W. See Figure 1.
1.5 Project Sponsor’s Name and Address
Mr. Padmakar M. Chaobal, P.E.
City of Palo Alto Regional Water Quality Control Plant
2501 Embarcadero Way
Palo Alto, CA 94303
1.6 General Plan Designation
The Palo Alto Comprehensive Plan 1998-2010 (updated June 2014) designates the project site as Major
Institution/Special Facilities. This land use designation allows for institutional, academic, governmental,
and community service uses and lands that are either publicly owned or operated as non-profit
organizations.
1.7 Zoning
The project site is zoned as Public Facilities with a site and design review overlay, PF (D).
1.8 Background and Description of the Project
This Initial Study (IS) is being prepared by the City of Palo Alto (City) to identify and analyze the
anticipated environmental impacts of the proposed sludge dewatering and loadout facility project
(proposed project) in Palo Alto, California. The proposed project would include the construction and
EN0717151040SAC/658394 (ISMND_ADMINDRAFT) 1-1
SECTION 1 – BACKGROUND INFORMATION
operation of a sludge dewatering and truck loadout facility at the Palo Alto Regional Water Quality
Control Plant (RWQCP). The City has prepared this IS as lead agency to comply with the California
Environmental Quality Act (CEQA). This document also identifies Standard Project Conditions and
mitigation measures that would be implemented to reduce project impacts to a less than significant
level.
The City of Palo Alto has operated the RWQCP for more than 80 years. Originally constructed in 1934,
the RWQCP is an advanced treatment facility that provides treatment and disposal of wastewater for
the cities of Palo Alto, Mountain View, and Los Altos; the Town of Los Altos Hills; the East Palo Alto
Sanitary District; and Stanford University. The RWQCP has undergone several expansions and upgrades
throughout the years and currently has a designed average dry weather flow capacity of 39 million
gallons per day (MGD) and a current average flow of about 18 MGD. The RWQCP effluent is partly
discharged to the San Francisco Bay, and partly diverted to the RWQCP recycled water facility for reuse.
The City’s vision for future biosolids management encompasses the need to address the RWQCP’s aging
solids handling infrastructure, to proactively comply with changing and uncertain regulations affecting
biosolids, and to respond to community goals to increase the beneficial use of recovered organic
resources city-wide. To respond to this, the City developed a Biosolids Facility Plan (BFP) that provides a
long-term roadmap to enable the City to reliably and sustainably manage and beneficially reuse the
wastewater solids produced at the RWQCP through year 2045. The BFP was developed as a companion
document to the City of Palo Alto Long Range Facilities Plan for the Regional Water Quality Control Plant
Final Report (LRFP) (Carollo Engineers, 2012). The BFP builds on the LRFP, allowing solids processing
recommendations in the BFP to move forward in concert with other planned improvements at the
RWQCP (as defined in the LRFP). Together, the two documents provide a comprehensive long-term plan
for the RWQCP. The project analyzed in this is the dewatering and loadout facility, also known as
Component 1 of the BFP. The dewatering and loadout facility would have independent utility as a
backup sludge dewatering and haul off facility that can be used long-term even if additional BFP
components are not built.
1.8.1 Project Features
The proposed project includes the construction of a new building to accommodate the installation of
four belt filter presses. The project also includes mechanisms to convey the resulting cake from the belt
filter presses to three storage bins, and to load the cake from the bins into trucks. These activities would
occur within the new dewatering and truck loadout facility building. The new building would be a two
story, cast-in-place concrete structure that would contain space for the belt filter presses, truck loadout,
and other miscellaneous support areas. The facility would have a building footprint of approximately
7,500 square feet and a building height of 50 feet. The facility would include a robust system for odor
control. The roof would include removable skylights over the belt filter presses for the purpose of
facilitating future removal/ replacement. These skylights would also provide light into the room, reducing
the need for electric lights during the daytime. Various minor modifications to the yard piping system
would be needed in order to accommodate the new facility. The location of the new dewatering and
loadout facility within the existing RWQCP is shown on Figure 2. Building elevation drawings are shown
on Figure 3.
In addition to the dewatering and truck loadout facility itself, a standby diesel engine generator will be
installed to provide backup. The generator is sized to handle the load for the facility as well as other
nearby facilities. Fuel storage will be provided by means of a sub-base fuel tank.
1.8.2 Project Construction
The sludge dewatering and loadout facility would be constructed over a period of approximately
24 months, beginning in April 2016 and continuing through Spring 2018. Project construction would
1-2 EN0717151040SAC/658394 (ISMND_ADMINDRAFT)
SECTION 1 – BACKGROUND INFORMATION
consist of site preparation and minor demolition activities; building construction; and equipment
installation, startup, and testing. Most of the construction activities would occur during building
construction, which would include modifications to nearby yard piping. Construction access would be
from Embarcadero Way, and is expected to average 10 vehicles per day (counted as 20 trips per day)
over the construction period.
1.8.3 Operations and Maintenance
The dewatering and truck loadout facility is part of the RWQCP solids processing system. The belt filter
presses are large machines that use physical pressure to separate solids from the liquid waste stream
(i.e., dewatering). All dewatering activities will occur within the new building, effectively isolating the
continuous machinery operations from the environment. Compressed solids produced by the belt filter
presses – the “cake” – would be conveyed to the bins for offsite disposal. Trucks would enter the
building through a roll-up door on the southwest side, and would receive the waste load from the
overhead bins. Up to five trucks per day (counted as ten trips per day) are expected to fully meet the
waste load generated by the dewatering operations. The BFP provides several options for beneficial
reuse within the Bay Area and surrounding counties.
The project does not require specialized maintenance, and all facilities would undergo routine
maintenance as part of overall RWQCP operations.
1.8.4 Permits and Approvals
Construction of the proposed project would require permits and approvals from the following agencies.
• Bay Area Air Quality Management District (BAAQMD) – Authority to Construct/Permit to Operate
• State Water Resources Control Board (SWRCB) – Clean Water State Revolving Fund grant funding
EN0717151040SAC/658394 (ISMND_ADMINDRAFT) 1-3
WT0508151059SAC Figure_1_V2.ai tdaus 07.15.2015
FIGURE 1Project Location
Sludge Dewatering and Loadout FacilityCity of Palo AltoPalo Alto, CA
North
0 1,000500
Approximate scale in feet
LEGEND
Project Location
101
Project Location
San Jose
Palo Alto
San Francisco
Hayward
Emba
r
c
a
d
e
r
o
R
o
a
d
Palo Alto WWTPPalo Alto WWTP
WT0508151059SAC Figure_2.ai tdaus 05.26.2015
FIGURE 2Site PlanSludge Dewatering and Loadout FacilityCity of Palo AltoPalo Alto, CA
WT0508151059SAC Figure_3.ai tdaus 05.26.2015
FIGURE 3aArchitectural Elevations Sludge Dewatering and Loadout FacilityCity of Palo AltoPalo Alto, CA
WT0508151059SAC Figure_3.ai tdaus 05.26.2015
FIGURE 3bArchitectural Elevations Sludge Dewatering and Loadout FacilityCity of Palo AltoPalo Alto, CA
SECTION 2
Environmental Determination
2.1 Environmental Factors Potentially Affected
The environmental factors checked below would be potentially affected by this project, i.e. involve at
least one impact that is a “Potentially Significant Impact” as indicated by the checklist on the following
pages.
Aesthetics Agriculture Resources Air Quality
Biological Resources Cultural Resources Geology/Soils
Greenhouse Gas Emissions Hazards & Hazardous Materials Hydrology/Water Quality
Land Use/Planning Mineral Resources Noise
Population/Housing Public Services Recreation
Transportation/Traffic Utilities/Service Systems Mandatory Findings of
Significance
2.2 Determination
Determination: (To be completed by the Lead Agency)
On the basis of this initial evaluation:
I find that the proposed project COULD NOT have a significant effect on the environment, and a NEGATIVE
DECLARATION will be prepared.
I find that although the proposed project could have a significant effect on the environment, there will not be a
significant effect in this case because revisions in the project have been made by or agreed to by the project
proponent. A MITIGATED NEGATIVE DECLARATION will be prepared.
I find that the proposed project MAY have a significant effect on the environment, and an ENVIRONMENTAL
IMPACT REPORT is required.
I find that the proposed project MAY have a “potentially significant impact” or “potentially significant unless
mitigated” impact on the environment, but at least one effect 1) has been adequately analyzed in an earlier
document pursuant to applicable legal standards, and 2) has been addressed by mitigation measures based on
the earlier analysis as described on attached sheets. An ENVIRONMENTAL IMPACT REPORT is required, but it
must analyze only the effects that remain to be addressed.
I find that although the proposed project could have a significant effect on the environment, because all
potentially significant effects (a) have been analyzed adequately in an earlier ENVIRONMENTAL IMPACT REPORT
or NEGATIVE DECLARATION pursuant to applicable standards, and (b) have been avoided or mitigated pursuant
to that earlier ENVIRONMENTAL IMPACT REPORT or NEGATIVE DECLARATION, including revisions or mitigation
measures that are imposed upon the proposed project, nothing further is required.
Signature Date
Title Agency
EN0717151040SAC/658394 (ISMND_ADMINDRAFT) 2-1
SECTION 3
Evaluation of Environmental Impacts
3.1 Aesthetics
Would the project:
Potentially
Significant
Impact
Less-Than-
Significant with
Mitigation
Incorporation
Less-Than-Si
gnificant
Impact
No
Impact
a. Have a substantial adverse effect on a scenic vista?
b. Substantially damage scenic resources, including, but not
limited to, trees, rock outcroppings, and historic buildings
within a state scenic highway?
c. Substantially degrade the existing visual character or
quality of the site and its surroundings?
d. Create a new source of substantial light or glare which
would adversely affect day or nighttime views in the area?
3.1.1 Setting
The RWQCP is within an urbanized area of the City of Palo Alto, and the sludge dewatering and loadout
facility would be located approximately in the middle of the existing plant. Adjacent land uses are a
commercial/light industrial business park to the west, the Palo Alto Airport to the north, and Baylands
and park uses to the east and south. Distances from the closest edge of the sludge dewatering and
loadout facility site are as follows:
• California Self Storage adjacent to RWQCP, at nearest building – 195 feet.
• Business park office building across from RWQCP entrance, at building frontage – 475 feet.
• Palo Alto Airport, at entrance road – 850 feet.
• Palo Alto Baylands east of the site, at closest point of the trail – 500 feet.
• Palo Alto Baylands/Byxbee Park south of the site, at Embarcadero road entrance – 600 feet.
3.1.2 Impact Analysis
a. Would the project have a substantial adverse effect on a scenic vista?
NO IMPACT. The project is not located in an area that contains scenic vistas.
b. Would the project substantially damage scenic resources, including, but not limited to, trees, rock
outcroppings, and historic buildings within a state scenic highway?
NO IMPACT. The proposed project is not located within a state scenic highway and does not contain
scenic resources.
c. Would the project substantially degrade the existing visual character or quality of the site and its
surroundings?
LESS-THAN-SIGNIFICANT IMPACT. The project site is located on RWQCP site. Views toward the site
from most nearby uses (e.g., mini-storage, office buildings, airport) have low visual character and
quality consistent with the low-density urban setting. High-quality views from the adjacent Palo Alto
EN0717151040SAC/658394 (ISMND_ADMINDRAFT) 3-1
SECTION 3 – EVALUATION OF ENVIRONMENTAL IMPACTS
Baylands, including an unpaved trail, are toward the bay itself. Inland views from the Baylands are
dominated by Embarcadero Road, and by two prominent tank features on the RWQCP site – the
north and south fixed film reactors. The new sludge dewatering and loadout facility may be visible
from portions of the Baylands, most likely from due north at the trail access from Embarcadero
Road. However, the scale of the building would be consistent with other visible RWQCP features
such as the solids incineration building. Additionally, the project is required to obtain site and design
review approval from the City of Palo Alto. Meeting the City’s approval findings would ensure the
project’s aesthetic compatibility with the surrounding area. Because the project would be located on
an existing RWQCP, would be similar in scale to existing features, and would meet the City’s
approval findings, the visual character and quality of views from the Palo Alto Baylands would not be
substantially degraded. Impacts would be less than significant.
d. Would the project create a new source of substantial light or glare which would adversely affect
day or nighttime views in the area?
NO IMPACT. The project is located within the existing RWQCP site, and does not include any
additional lighting other than incidental, downward-facing safety lighting. Therefore there would be
no impact.
3.2 Agriculture and Forest Resources
Would the project:
Potentially
Significant
Impact
Less-Than-
Significant with
Mitigation
Incorporation
Less-Than-
Significant
Impact No Impact
a. Convert Prime Farmland, Unique Farmland, or
Farmland of Statewide Importance (Farmland), as shown on
the maps prepared pursuant to the Farmland Mapping and
Monitoring Program of the California Resources Agency, to
non-agricultural use?
b. Conflict with existing zoning for agricultural use, or a
Williamson Act contract?
c. Conflict with existing zoning for, or cause rezoning
of, forest land (as defined in Public Resources Code (PRC)
Section 12220(g) or timberland (as defined in PRC
Section 4526), or timberland zoned Timberland Production (as
defined by Government Code section 51104(g))?
d. Result in the loss of forest land or conversion of
forest land to non-forest use?
e. Involve other changes in the existing environment
which, due to their location or nature, could result in
conversion of Farmland, to non-agricultural use or conversion
of forest land to non-forest use?
3.2.1 Setting
The dewatering and loadout facility would be constructed on the already existing Palo Alto RWQCP. The
RWQCP location is designated as Major Institution/Special Facilities by the City of Palo Alto.
3-2 EN0717151040SAC/658394 (ISMND_ADMINDRAFT)
SECTION 3 – EVALUATION OF ENVIRONMENTAL IMPACTS
3.2.2 Impact Analysis
a. Would the project convert Prime Farmland, Unique Farmland, or Farmland of Statewide
Importance, as shown on the maps prepared pursuant to the Farmland Mapping and Monitoring
Program of the California Resources Agency, to non-agricultural use?
NO IMPACT. The project is not located on or near land designated for agricultural use as defined by
the Farmland Mapping and Monitoring Program or the Williamson Act. The project is located on an
existing wastewater treatment plant site in a commercial/industrial zoned area. No farmlands are
present nor would any agricultural lands be converted to non-agricultural use; therefore there
would be no impact.
b. Would the project conflict with existing zoning for agricultural use, or a Williamson Act contract?
NO IMPACT. The proposed project is not located on land zoned for agriculture or under a Williamson
Act contract.
c. Would the project conflict with existing zoning for, or cause rezoning of, forest land (as defined in
PRC section 1220(g)) or timberland (as defined in PRC section 4526)?
NO IMPACT. No forest or timber land is present at the project site or in the project vicinity nor
would be affected by the project.
d. Would the project result in the loss of forest land or conversion of forest land to non-forest use?
NO IMPACT. No forest land is present at the project site or in the project vicinity nor would be
affected by the project.
e. Would the project involve other changes in the existing environment which, due to their location
or nature, could result in the conversion of Farmland, to non-agricultural use?
NO IMPACT. The project would not involve other changes that could result in the conversion of
farmland to non-agricultural use.
3.3 Air Quality
Would the project:
Potentially
Significant
Impact
Less-Than-
Significant with
Mitigation
Incorporation
Less-Than-
Significant
Impact
No
Impact
a. Conflict with or obstruct implementation of the
applicable air quality plan?
b. Violate any air quality standard or contribute
substantially to an existing or projected air quality violation?
c. Result in a cumulatively considerable net increase of
any criteria pollutant for which the project region is non-
attainment under an applicable federal or state ambient air
quality standard (including releasing emissions which exceed
quantitative thresholds for ozone (O3) precursors)?
d. Expose sensitive receptors to substantial pollutant
concentrations?
e. Create objectionable odors affecting a substantial
number of people?
EN0717151040SAC/658394 (ISMND_ADMINDRAFT) 3-3
SECTION 3 – EVALUATION OF ENVIRONMENTAL IMPACTS
3.3.1 Setting
The proposed project is located in Santa Clara County within the San Francisco Bay Area air basin. Santa
Clara County is currently designated as nonattainment for the federal standards for ozone and
particulate matter with aerodynamic diameter equal to or less than 2.5 microns (PM 2.5,), and
maintenance for carbon monoxide (CO). Under state standards, the project area is designated as
nonattainment for ozone, particulate matter with aerodynamic diameter equal to or less than
10 microns (PM10), and PM2.5. The project area is designated as attainment/unclassified for all other
pollutants.
Construction activities have the potential to generate air pollutants that degrade air quality and increase
local human exposure to air contaminants. The Bay Area Air Quality Management District (BAAQMD)
has published guidelines for evaluating, measuring, and mitigating a project’s air quality impacts,
including impacts associated with criteria air pollutants (such as ozone and particulate matter) and toxic
air contaminants (BAAQMD, 2012).
3.3.2 Impact Analysis
a. Would the project conflict with or obstruct implementation of the applicable air quality plan?
NO IMPACT. The most recent air quality plan prepared by BAAQMD in response to federal planning
requirements is the San Francisco Bay Area 2001 Ozone Attainment Plan for the 1-hour National
Ozone Standard (BAAQMD, 2001). BAAQMD also adopted the Bay Area 2010 Clean Air Plan in
September 2010, which provides an integrated, multi-pollutant control strategy to reduce emissions
of ozone, particulates, air toxics, and greenhouse gases (GHGs) (BAAQMD, 2010a). The project
would be constructed in compliance with the applicable BAAQMD regulations and policies and best
management practices (BMPs), and would be implemented to reduce criteria pollutant emissions.
Therefore, project activities would be consistent with the regional and local air quality planning
strategy, with no impact to air quality.
b. Would the project violate any air quality standard or contribute substantially to an existing or
projected air quality violation?
LESS-THAN-SIGNIFICANT IMPACT. Construction of the proposed project would cause temporary
minor increases in ambient air pollutant concentrations. BAAQMD adopted new CEQA thresholds of
significance in June 2010 (BAAQMD, 2010b). Although the adoption of the new thresholds are the
subject of recent judicial actions (BAAQMD, 2012), the Lead Agency concluded that Appendix D of
the BAAQMD CEQA Air Quality Guidelines (BAAQMD, 2010b), in combination with BAAQMD’s
Revised Draft Options and Justification Report (BAAQMD, 2009), provide substantial evidence to
support the BAAQMD-recommended thresholds. Therefore, the BAAQMD 2010 thresholds were
used in this analysis to evaluate the significance of the project’s impacts.
Short-term construction emissions of ozone precursors (oxides of nitrogen [NOx] and reactive
organic gases [ROG]), CO, oxides of sulfur (SOx), PM10, and PM2.5 were evaluated. Construction
emissions were estimated using methodology consistent with the California Emissions Estimator
Model (CalEEMod) (California Air Pollution Control Officers’ Association [CAPCOA], 2013). Emissions
from onroad vehicles (delivery trucks, material haul trucks, pickup trucks, and worker commute
vehicles) and offroad vehicles (fuel and water trucks) were calculated using emission factors from
EMFAC2014 for the year 2016 vehicle fleet in Santa Clara County and default trip distances from the
CalEEMod User’s Guide (ENVIRON, 2013). Fugitive dust emissions (PM10 and PM2.5) from on- and
offroad vehicle travel were estimated using methodology from AP-42 (U.S. Environmental
Protection Agency [EPA], 2011; EPA, 2006). Emissions from construction equipment were calculated
using default horsepower ratings, load factors, and emission factors from the CalEEMod User’s
Guide (ENVIRON, 2013). Fugitive dust emissions (PM10 and PM2.5) from disturbed surfaces and
3-4 EN0717151040SAC/658394 (ISMND_ADMINDRAFT)
SECTION 3 – EVALUATION OF ENVIRONMENTAL IMPACTS
material handling, as either cut/fill or aggregates, were estimated using methodology from the
Software User’s Guide: URBEMIS2007 for Windows (Jones & Stokes Associates, 2007) and/or the
CalEEMod User’s Guide (ENVIRON, 2013). Off-gassing emissions (ROG) from paving activities were
estimated using emission factors from the CalEEMod User’s Guide (ENVIRON, 2013). Project-specific
construction schedules and equipment/vehicle usage were used to determine the sequence of
activities and potential overlap in resulting construction emissions. Appendix A contains the
complete construction emission calculations and assumptions used. Estimated construction
emissions would be below BAAQMD thresholds, as shown in Table 1.
table 1 Project Construction Emissions and Comparisons to 2010 BAAQMD CEQA Thresholds
ROG
(lb/day)
CO
(lb/day)
NOx
(lb/day)
SOx
(lb/day)
PM10
Exhaust
(lb/day)
PM2.5
Exhaust
(lb/day)
PM10
Fugitive
Dust
(lb/day)
PM2.5
Fugitive
Dust
(lb/day)
2016 (Average Daily) 4 25 47 0.1 2 2 80 15
BAAQMD 2010
Threshold
(Daily Average
Emissions, lb/day)
54 N/A 54 N/A 82 54 N/A N/A
Exceed BAAQMD CEQA
Threshold?
No N/A No N/A No No N/A N/A
Notes:
Thresholds are from BAAQMD CEQA Guidelines (BAAQMD, 2010b)
N/A = not applicable
Construction emissions would be below the BAAQMD CEQA thresholds. During construction, the
project would not violate any air quality standard or contribute substantially to an existing or
projected air quality violation. In addition, the proposed project would implement applicable criteria
pollutant control measures identified by the BAAQMD in its latest CEQA guidelines (BAAQMD,
2012). Applicable construction emission control measures may include, but are not limited to, the
following:
• All exposed surfaces (for example, parking areas, staging areas, soil piles, graded areas, and
unpaved access roads) shall be watered twice per day.
• All haul trucks transporting soil, sand, or other loose material offsite shall be covered.
• All visible mud or dirt track-out onto adjacent public roads shall be removed using wet power
vacuum street sweepers at least once a day. The use of dry power sweeping is prohibited.
• All vehicle speeds on unpaved roads shall be limited to 15 miles per hour.
• All roadways, driveways, and sidewalks to be paved shall be completed as soon as possible.
Building pads shall be laid as soon as possible after grading unless seeding or soil binders are
used.
• Idling times shall be minimized either by shutting equipment off when not in use or reducing the
maximum idling time to 5 minutes (as required by the California airborne toxics control measure
Title 13, Section 2485 of California Code of Regulations). Clear signage shall be provided for
construction workers at all access points.
EN0717151040SAC/658394 (ISMND_ADMINDRAFT) 3-5
SECTION 3 – EVALUATION OF ENVIRONMENTAL IMPACTS
• All construction equipment shall be maintained and properly tuned in accordance with
manufacturer’s specifications. All equipment shall be checked by a certified visible emissions
evaluator.
• A publicly visible sign shall be posted with the telephone number and person to contact at the
Lead Agency regarding dust complaints. This person shall respond and take corrective action
within 48 hours. The BAAQMD’s phone number shall also be visible to ensure compliance with
applicable regulations.
Once the few facility is operational, all equipment would be powered by electricity with the
exception of the diesel-powered emergency backup generator. The generator would be permitted
by the BAAQMD to operate on an emergency basis, with limited periodic testing, consistent with Air
Resources Board emissions standards. In addition, there would be negligible emissions from the five
trucks per day used to haul the dewatered solids for offsite reuse.
Construction and operation of the project would not violate any air quality standard or contribute
substantially to an existing or projected air quality violation and therefore would have
less-than-significant impacts.
c. Would the project result in a cumulatively considerable net increase of any criteria pollutant for
which the project region is non-attainment under an applicable federal or state ambient air
quality standard (including releasing emissions which exceed quantitative thresholds for ozone
precursors)?
LESS-THAN-SIGNIFICANT IMPACT. In developing thresholds of significance for air pollutants,
BAAQMD considered the emission levels for which a project’s individual emissions would be
cumulatively considerable (BAAQMD, 2010c). Projects that do not exceed the significance
thresholds are not considered to be cumulatively significant. As described above, project
construction emissions would be lower than the BAAQMD significance thresholds. Additionally, the
construction emissions would be temporary, and the maximum daily emissions would occur for only
a portion of the construction period. Because the project would emit pollutants below the
thresholds of significance for an individual project, it would not result in a cumulative considerable
emission increase of nonattainment pollutants (PM10, PM2.5, and the ozone precursors NOx and
ROG), and the air quality impact on nonattainment criteria pollutants would be less than significant.
d. Would the project expose sensitive receptors to substantial pollutant concentrations?
LESS-THAN-SIGNIFICANT IMPACT. As discussed in previous sections, project construction emissions
would be temporary and below the BAAQMD CEQA thresholds and therefore would not expose
nearby receptors to a substantial amount of criteria pollutants. Exhaust emissions from construction
equipment contain toxic air contaminants, such as diesel particulate matter, that have potential
cancer and non-cancer chronic health effects.
The project site is bounded by office/commercial land use on the west side, and otherwise by open
space. The closest residential receptor is approximately 3,275 feet to the northwest, and the closest
school is more than 1 mile from the site. Given the distance, short-term construction emissions
would not expose sensitive receptors to substantial pollutant concentrations. In addition, the
project construction is required to implement the BMPs and follow emission control measures,
including minimizing idling times and maintaining equipment in good condition. These measures will
help minimize any potential exposure to construction-related pollutants. Therefore, impacts would
be less than significant.
3-6 EN0717151040SAC/658394 (ISMND_ADMINDRAFT)
SECTION 3 – EVALUATION OF ENVIRONMENTAL IMPACTS
e. Would the project create objectionable odors affecting a substantial number of people?
LESS-THAN-SIGNIFICANT IMPACT. The sludge dewatering and loadout facility would be a new source
of odor at the RWQCP. In addition, changes to overall RWQCP sludge handling processes may affect
odor generation from other units that feed sludge to the new dewatering facility. Existing RWQCP
operations include odor-control treatments such as adding sodium hypochlorite to sludge prior to
storage. These practices would continue under the proposed project. The project also includes the
addition of an odor-control system, likely a two-stage system consisting of a biotrickling filter
followed by a mixed media adsorber. This type of system is proven to be effective in sharply
reducing the concentration of odorous substances in wastewater treatment facilities.
Odor is regulated by the BAAQMD (Regulation 7 – Odorous Substances) as a two-part process. First,
thresholds are triggered only if the BAAQMD receives odor complaints from at least 10 individuals in
a 90-day period. If sufficient complaints are received, then the generator must demonstrate that
odors at the property line are not odorous after dilution with four parts of odor-free air. In other
words, a dilution-to-threshold ratio (D/T) of no greater than 5 must be met. Air dispersion modeling
conducted for the project indicates that odors at the property line would be substantially less than
the 5 D/T threshold. Based on the expected performance of the odor-control system and the results
of dispersion modeling, odor impacts would be less than significant.
3.4 Biological Resources
Would the project:
Potentially
Significant
Impact
Less-Than-
Significant with
Mitigation
Incorporation
Less-Than-
Significant
Impact
No
Impact
a. Have a substantial adverse effect, either directly or
through habitat modifications, on any species identified as
a candidate, sensitive, or special status species in local or
regional plans, policies, or regulations, or by the California
Department of Fish and Game or U.S. Fish and Wildlife
Service?
b. Have a substantial adverse effect on any riparian habitat
or other sensitive natural community identified in local or
regional plans, policies, regulations or by the California
Department of Fish and Game or U.S. Fish and Wildlife
Service?
c. Have a substantial adverse effect on federally protected
wetlands as defined by Section 404 of the Clean Water Act
(CWA) (including, but not limited to, marsh, vernal pool,
coastal, etc.) through direct removal, filling, hydrological
interruption, or other means?
d. Interfere substantially with the movement of any native
resident or migratory fish or wildlife species or with
established native resident or migratory wildlife corridors,
or impede the use of native wildlife nursery sites?
e. Conflict with any local policies or ordinances protecting
biological resources, such as a tree preservation policy or
ordinance?
f. Conflict with the provisions of an adopted Habitat
Conservation Plan, Natural Community Conservation Plan,
or other approved local or regional habitat conservation
plan?
EN0717151040SAC/658394 (ISMND_ADMINDRAFT) 3-7
SECTION 3 – EVALUATION OF ENVIRONMENTAL IMPACTS
3.4.1 Setting
The project site is within a highly developed area in Palo Alto, within the middle of the existing RWQCP.
One biotic habitat was identified within the project area: developed/ruderal lands.
Vegetation. The lands within the RWQCP including the project footprint are developed and accented by
patches of ornamental shrubs and trees such as privet (Ligustrum vulgare), myoporum (Myoporum
laetum), and blue gum (Eucalyptus globulus). Ruderal vegetation includes invasive forbs and nonnative
annual grasses including Italian thistle (Carduus pycnocephalus), black mustard (Brassica nigra) and wild
oats (Avena fatua). Native natural communities do not occur on the site. The boundaries of the Palo Alto
Baylands nature preserve occur approximately 500 feet to the east and 800 feet to the south of the site.
A tall, dense thicket of privet trees line the eastern boundary of the site creating a natural barrier
between the site, the adjacent roadway (Embarcadero Road), and the preserve lands to the east. The
southern portion of the RWQCP developed lands is lined with coast live oak trees (Quercus agrifolia) and
Embarcadero Road separate the project site and the preserve lands to the south. To the north and
northwest is the Palo Alto Airport of Santa Clara County and the Palo Alto Golf Course. Additional
commercial properties occur to the west.
Wildlife. Developed areas can support certain wildlife species adapted to the unique nesting and
foraging opportunities found there, but wildlife abundance and diversity is generally low in these areas.
Striped skunk (Mephitis mephitis), raccoon (Procyon lotor), and Virginia opossum (Didelphis virginiana)
occur regularly in urban habitats. Bird species adapted to urban landscapes include house finch
(Carpodacus mexicanus), northern mockingbird (Mimus polyglottos), mourning dove (Zenaida
macroura), house sparrow (Passer domesticus), and rock dove (Columba livia).
The Palo Alto Baylands preserve is home to a variety of native resident wildlife species. Common birds
include great and snowy egrets (Ardea alba and Egretta thula), great blue heron (Ardea herodias), black-
crowned night heron (Nycticorax nycticorax), green-winged teal (Anas crecca), mallard (Anas
platyrhnchos), northern pintail (Anas acuta), American coot (Fulica americana), killdeer (Charadrius
vociferus), black-necked stilt (Himantopus mexicanus), and American avocet (Recurvirostra americana).
Small mammals such as red fox (Vulpes vulpes), deer mouse, and California vole are also known to
occur. Populations of two federally-and state endangered wildlife species, the California clapper rail
(Rallus longirostris obsoletus) and saltmarsh harvest mouse (Reithrodontomys raviventris), occur in the
tidal salt marsh habitats within the region. The aquatic habitat is also known to be nursery grounds for
several special-status salmonid species including Central California Coast steelhead (Oncorhynchus
mykiss). Although the project site is within 500 feet of the preserve, native marshland and aquatic
habitats are absent from the site.
Special-Status Species. The developed/ruderal lands identified on the project site are limited in size and
generally disturbed characterized by compact gravel surfaces, thereby precluding occurrence of most
special-status species in the region, which typically occur in open grassland, marshlands, and woodlands.
Furthermore, the sparely vegetated areas onsite are dominated by nonnative and invasive plant species,
which significantly reduces their capacity to support special-status wildlife species. Therefore, special-
status species known from the region including the California clapper rail and saltmarsh harvest mouse,
are not expected to occur at the project site. Special-status bird species known from the region may fly
over the site when migrating from the southern end to the north end of the preserve. However, these
sensitive birds are not expected to stop and forage within the project site due to the lack of suitable
foraging habitat and increased human activity.
The California Natural Diversity Database was queried for special-status species records within a 5-mile
radius of the project site (CDFW, 2015). None of the plant species known from the region are expected
to occur as suitable habitat conditions including alkaline and clay soils within the project site do not
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exist. In addition, special-status wildlife species, including the federally- and state-endangered California
clapper rail and saltmarsh harvest mouse, are not expected to occur onsite as suitable native habitats
including coastal salt marshlands, are not present. The closest known occurrences for both the California
clapper rail and saltmarsh harvest mouse are approximately 1 mile northeast of the project site within
salt marsh habitats just south of the Dumbarton Bridge.
Common bird species adapted to urban lands may nest in the ornamental vegetation onsite during the
nesting season (February to August). Nesting birds are covered under the Migratory Bird Treaty Act
(MBTA) and would be considered a sensitive resource if active nests occur onsite during construction.
Ordinance-Size Trees. The City of Palo Alto Tree Ordinance defines trees in three categories according to
the Palo Alto Municipal Code, Title 8, Trees and Vegetation: 1) protected trees; 2) street trees; and 3)
designated trees. Each category is defined below.
• Category 1: All coast live oak, valley oak (Quercus lobata) trees that are 11.5-inches or greater in
diameter (36-inches in circumference measured at 54-inches above natural grade) and coast
redwood (Sequoia sempervirens) trees that are 18-inches or greater in diameter (57-inches in
circumference measured at 54-inches above natural grade) and Heritage Trees, individual trees of
any size or species designated as such by City Council.
• Category 2: All trees growing within the street right-of-way (publicly-owned), outside of private
property.
• Category 3: All trees, when associated with a development project, that are specifically designated
by the City to be saved and protected on a public or private property which is subject to a
discretionary development review (such as a variance, home improvement exception, architectural
review, site and design, subdivision, etc.). Tree removal is considered a minor change to the existing
site plan—and requires review approval from the Planning Division.
Three blue gum trees ranging from 30-35 inches in circumference and six coast redwood plantings
ranging from 15 to 18 inches in circumference measured at 54-inches above natural grade were
observed onsite. The six coast redwood trees were planted by the RQWCP as part of a tree experiment
using recycled water. The nine trees onsite would not fall under Categories 1 or 2 of the tree ordinance,
and would not likely fall under Category 3.
3.4.2 Impact Analysis
a. Would the project have a substantial adverse effect, either directly or through habitat
modifications, on any species identified as candidate, sensitive, or special-status species in local or
regional plans, policies, or regulations, or by the California Department of Fish and Game or
U.S. Fish and Wildlife Service?
LESS-THAN-SIGNIFICANT IMPACT WITH MITIGATION INCORPORATED.
Impacts on Special-Status Plant Species. The project area does not contain suitable habitat for
special-status plants as suitable habitat conditions including alkaline and clay soils do not exist
onsite. The reconnaissance survey was conducted during the blooming periods for most species, and
none were observed within or adjacent to the project site. In addition, none of these species are
known from past occurrences to be within or adjacent to the project site (CDFW, 2015). Therefore,
special-status plant species are presumed to be absent and no further surveys are warranted.
Impacts on these species are considered to be negligible.
Impacts on Wildlife, Including Special-Status Species. Several special-status wildlife species have
the potential to occur in the eastern and southern areas of the project region within the Palo Alto
Baylands preserve; however none of these species are expected to occur onsite due to the
developed nature of the site, lack of suitable marshland habitat, and the increased human activity
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associated with the existing RWQCP operations. Special-status birds may occur as occasional
flyovers during the spring and fall migration periods, but because these special-status bird species
are not likely to forage or nest in the project area, the project construction activities would not
result in significant impacts. In addition, avoidance measures, including preconstruction nesting
surveys, biological monitoring, and establishing construction-free buffer zones as described below
would be implemented during the nesting season (February through August) to protect birds
covered under the MBTA that may nest within the project area. Therefore, impacts on resident and
migratory birds in the area would be reduced to a less-than-significant level.
Wildlife currently found in and around the project site is likely tolerant to levels of disturbance
typically associated with ongoing operations of the RWQCP, air traffic from the existing airport to
the north, and surrounding industrial and commercial development. The visual and acoustic
disturbance to wildlife associated with the proposed project is not expected to be significantly
higher than what currently exists, and wildlife in the adjacent areas are expected to habituate to
these new levels of disturbance. The RWQCP is closed at 5pm; therefore, impacts on nocturnal
wildlife would not be expected.
Avoidance Measures for Special-Status Wildlife Species. The proposed project includes the
following avoidance and minimization measures to reduce impacts on species covered by the MBTA
during construction to a less-than-significant level:
• Pre-construction nesting surveys will be conducted before undertaking work during the nesting
season (February through August). Any nest found within 50 feet for songbirds and 300 feet for
raptors will be avoided, and a designated construction-free buffer zone will be established until
the nests are no longer active.
• Biological monitoring of work activities for active bird nests found during the nesting season will
be conducted by a qualified biologist.
• A qualified biologist will conduct onsite informational meetings with all construction personnel
before construction begins. The purpose of these training sessions will be to familiarize
construction personnel with the procedures regarding nesting birds they are to follow if they are
encountered.
b. Would the project have a substantial adverse effect on any riparian habitat or other sensitive
natural community identified in local or regional plans, policies, or regulations, or by the California
Department of Fish and Game or U.S. Fish and Wildlife Service?
NO IMPACT. Because all construction activities associated with the proposed project would occur
within graveled surfaces, paved roads, and other previously disturbed areas, no temporary or
permanent construction impacts or ongoing operations impacts are anticipated to sensitive habitats
identified by CDFW or USFWS.
c. Would the project have a substantial adverse effect on federally protected wetlands as defined by
Section 404 of the CWA (including, but not limited to, marsh, vernal pool, coastal, etc.) through
direct removal, filling, hydrological interruption, or other means?
NO IMPACT. Federally protected wetlands, as defined by Section 404 of the Clean Water Act, do not
occur within the project area; therefore, no permanent or temporary impacts would occur as a
result of construction. In addition, natural water features do not occur within the project area.
Therefore, no permanent or temporary impacts on wetland or other aquatic resources are expected.
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d. Would the project interfere substantially with the movement of any native resident or migratory
fish or wildlife species or with established native resident or migratory wildlife corridors, or
impede the use of native wildlife nursery sites?
NO IMPACT. Because all construction activities associated with the proposed project would occur
within the existing developed RWQCP site, the project would not disturb any natural habitats
including riparian, wetland, or aquatic habitats used by local wildlife species. Therefore, the
proposed construction and operation activities would not interfere with the movement of native
resident or migratory fish, wildlife species, native resident or migratory wildlife corridors, or impede
the use of native wildlife nursery sites because these are not currently onsite. Changes in vegetation
from removal of nonnative, invasive herbaceous species would not present significant barriers to
movement of fish or wildlife.
e. Would the project conflict with any local policies or ordinances protecting biological resources,
such as a tree preservation policy or ordinance?
LESS-THAN-SIGNIFICANT IMPACT. The project would not conflict with any local policies or
ordinances protecting biological resources. Tree pruning may be required for construction access
and up to nine non-ordinance-sized trees may be removed including three blue gum trees and six
coast redwood plantings previously planted as part of a recycled water use experiment conducted
by the RWQCP. Tree removal would not conflict with the City of Palo Alto Tree Ordinance.
f. Would the project conflict with the provisions of an adopted Habitat Conservation Plan, Natural
Community Conservation Plan, or other approved local, regional, or state habitat conservation
plan?
NO IMPACT. The project would not conflict with the provisions of a Habitat Conservation Plan or
Natural Community Conservation Plan, or other governmental habitat conservation plan. The site is
outside of the boundaries of the nearest Habitat Conservation Plan (Santa Clara Valley Habitat Plan);
therefore, there would be no impact.
3.5 Cultural Resources
Would the project:
Potentially
Significant
Impact
Less-Than-
Significant with
Mitigation
Incorporation
Less-Than-
Significant
Impact
No
Impact
a. Cause a substantial adverse change in the significance
of a historical resource as defined in §15064.5?
b. Cause a substantial adverse change in the significance
of an archaeological resource pursuant to §15064.5?
c. Directly or indirectly destroy a unique paleontological
resource or site or unique geologic feature?
d. Disturb any human remains, including those interred
outside of formal cemeteries?
3.5.1 Setting
The proposed project site is within the existing City of Palo Alto RWQCP, which is completely developed
and paved. The original ground surface is not visible. Prior to human settlement, the project area
consisted of coastal littoral land cover characterized by a series of microenvironments including
estuaries, bays, marshes, and grassy terraces. Although it was originally salt marsh, the RWQCP property
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is situated entirely on imported fill that was placed from the early 1930s to the 1950s for the
development of the RWQCP and other nearby uses including the airport and golf course (William Self
Associates, 2007). Although the site has been used for wastewater treatment purposes since 1934, no
pre-1950s buildings remain on the site.
3.5.2 Impact Analysis
a. Would the project cause a substantial adverse change in the significance of a historical resource as
defined in §15064.5?
NO IMPACT. A records and information search was conducted at the Northwest Information Center
at Sonoma State University. The results from this search indicated that there were no recorded
historical sites within the project area or within 0.25 mile of the project. Additionally, the record
search showed that three cultural resources were conducted within 0.25 mile of the project area;
however, no cultural materials were identified in any of the three studies (William Self Associates,
2007). Additionally, a field study of the project area did not identify any historical resources within
or around the project site. There would be no impact to historical resources as a result of this
project.
b. Would the project cause a substantial adverse change in the significance of an archaeological
resource pursuant to §15064.5?
LESS THAN SIGNIFICANT IMPACT. The project site and its surrounding area was prehistorically open
marshland, but is now completely paved and developed. Given the location of the project area and
its relation to its original (native) context along the marshy bank of the Palo Alto Baylands, it is
possible that the prehistoric people utilized the project area for hunting and raw material
procurement, but it’s less likely that it would have been a suitable location for permanent habitation
(William Self Associates, 2007). A records and information search conducted at the Northwest
Information Center at Sonoma State University indicated that no previously recorded archaeological
resources have been identified in the project area or within 0.25 mile of the surrounding area
(William Self Associates, 2007). As such, there is a low potential for exposing significant
archaeological resources during construction. Additionally, the record search showed that three
cultural resources were conducted within 0.25 mile of the project area; however, no cultural
materials were identified in any of the three studies (William Self Associates, 2007). If archeological
resources are exposed during construction, work would stop in accordance with applicable local,
state, and federal regulations until such time that the resources can be evaluated by a qualified
archaeologist and appropriate mitigation actions can be implemented. Based on these standard
requirements, impacts would be less than significant.
c. Would the project directly or indirectly destroy a unique paleontological resource or site or
unique geologic feature?
NO IMPACT. No impacts to paleontological resources are expected because the project site is
already highly disturbed as a result of past activities. Work would be done either in an existing
roadway or in areas previously disturbed. Since the project site and much of the surrounding area
has been previously graded and developed, these deposits are likely to have a low potential to
contain fossil resources, and are thus, considered to have little to no paleontological sensitivity.
d. Would the project disturb any human remains, including those interred outside of formal
cemeteries?
LESS THAN SIGNIFICANT IMPACT. No recorded instances of prehistoric or historic human remains are
known to be within or adjacent to the project area. In the event of an unexpected discovery of human
remains, California Health and Safety Code (Section 7050.5[b]) would be followed and the County
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Coroner would be notified. Based on these standard requirements, impacts would be less than
significant.
3.6 Geology and Soils
Would the project:
Potentially
Significant
Impact
Less-Than-
Significant with
Mitigation
Incorporation
Less-Than-
Significant
Impact
No
Impact
a. Expose people or structures to potential substantial
adverse effects, including the risk of loss, injury, or death
involving:
i) Rupture of a known earthquake fault, as delineated on
the most recent Alquist-Priolo Earthquake Fault
Zoning Map issued by the State Geologist for the area
or based on other substantial evidence of a known
fault? Refer to Division of Mines and Geology Special
Publication 42.
ii) Strong seismic ground shaking?
iii) Seismic-related ground failure, including liquefaction?
iv) Landslides?
b. Result in substantial soil erosion or the loss of topsoil?
c. Be located on a geologic unit or soil that is unstable, or
that would become unstable as a result of the project, and
potentially result in onsite or offsite landslide, lateral
spreading, subsidence, liquefaction, or collapse?
d. Be located on expansive soil, as defined in Table 18-1-B of
the Uniform Building Code (1994), creating substantial
risks to life or property?
e. Have soils incapable of adequately supporting the use of
septic tanks or alternative wastewater disposal systems
where sewers are not available for the disposal of
wastewater?
3.6.1 Setting
A geotechnical analysis was conducted for the project area (CH2M HILL, 2015). The project site is located
in Palo Alto, which is a relatively flat portion of the Santa Clara Valley. The project site has an elevation
of approximately 10 feet. The geotechnical analysis described the subsurface conditions as consisting of
medium dense to very dense sand and soft to stiff lean clay. While the entire state is a seismically active
area, the project site is not located within any California-designated Alquist-Priolo Zone.
3.6.2 Impact Analysis
a. Would the project expose people or structures to potential substantial adverse effects, including
the risk of loss, injury, or death involving:
i) Rupture of a known earthquake fault, as delineated on the most recent Alquist-Priolo
Earthquake Fault Zoning Map issued by the State Geologist for the area or based on other
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3‐14 EN0717151040SAC/658394 (ISMND_ADMINDRAFT)
substantial evidence of a known fault? Refer to Division of Mines and Geology Special
Publication 42.
NO IMPACT. There are no Alquist‐Priolo Earthquake Fault Zones that have been designated at
the Palo Alto RWQCP. Additionally, the project site is not identified by the County of Santa Clara
as being in a County Fault Rupture Hazard Zone. Therefore there would be no impact as a result
of this project.
ii) Strong seismic ground shaking?
LESS‐THAN‐SIGNIFICANT IMPACT. It is expected that the site would be subject to seismic events
over the life of the project. The project is designed to incorporate standard construction
specifications and recommendations consistent with the 2013 California Building Code (CBC,
2013) and as recommended by the American Society of Civil Engineers’ ASCE‐7 – Minimum
Design Loads for Buildings and Other Structures (ASCE, 2010). Compliance with these standards
would ensure that the project could withstand these types of events; therefore, impacts
resulting from seismic events would be less than significant.
iii) Seismic‐related ground failure, including liquefaction?
LESS‐THAN‐SIGNIFICANT IMPACT. The project location consists of subsurface soils that are not
susceptible to liquefaction (CH2M HILL, 2015). While it is possible that some of the soils
identified in the geotechnical memorandum have the possibility to liquefy during an earthquake,
the overall potential for liquefaction is low. Additionally, the project is designed to incorporate
standard construction specifications and recommendations consistent with the 2013 California
Building Code (CBC, 2013) and as recommended by the American Society of Civil Engineers’
ASCE‐7 – Minimum Design Loads for Buildings and Other Structures (ASCE, 2010). Therefore,
there would be a less‐than‐significant impact as a result of this project.
iv) Landslides?
NO IMPACT. The project location is flat with no potential for landslides or mudflows.
b. Would the project result in substantial soil erosion or the loss of topsoil?
LESS‐THAN‐SIGNIFICANT IMPACT. The project site is flat, with little potential for soil erosion. As
described in Section 3.9.2(a), erosion and water quality impacts would be minimized during
construction by following standard practices for erosion control. Therefore, impacts would be less
than significant.
c. Would the project be located on a geologic unit or soils that is unstable, or that would become
unstable as a result of the project, and potentially result in an onsite or offsite landslide, lateral
spreading, subsidence, liquefaction, or collapse?
LESS‐THAN‐SIGNIFICANT IMPACT. The project would not be located on a geologic unit or soils that
are unstable or that would become unstable as a result of the project, potentially resulting in an
onsite or offsite landslide, lateral spreading, subsidence, liquefaction, or collapse. The project is
designed to incorporate standard construction specifications and recommendations consistent with
the 2013 California Building Code (CBC, 2013) and as recommended by the American Society of Civil
Engineers’ ASCE‐7 – Minimum Design Loads for Buildings and Other Structures (ASCE, 2010).
Additionally, the project would be completed using the most up‐to‐date construction and
engineering techniques to ensure safe construction; therefore, there would be a less‐than‐
significant impact.
SECTION 3 – EVALUATION OF ENVIRONMENTAL IMPACTS
d. Would the project be located on expansive soil, as defined in Table 18-1-B of the Uniform Building
Code (1994), creating substantial risks to life or property?
LESS-THAN-SIGNIFICANT IMPACT. The project would be designed and constructed to avoid or
minimize potential damage from expansive soils. As stated in the geotechnical analysis (CH2MHILL,
2015), the project would incorporate standard construction specifications and recommendations
consistent with the 2013 California Building Code (CBC, 2013) and as recommended by the American
Society of Civil Engineers’ ASCE-7 – Minimum Design Loads for Buildings and Other Structures (ASCE,
2010). Based on complying with these requirements, impacts would be less-than-significant.
e. Would the project have soils incapable of adequately supporting the use of septic tanks or
alternative wastewater disposal systems where sewers are not available for the disposal of
wastewater?
NO IMPACT. The project does not include the use of septic tanks for alternative wastewater disposal
systems. Therefore, there would be no impact.
3.7 Greenhouse Gas Emissions
Would the project:
Potentially
Significant
Impact
Less-Than-
Significant with
Mitigation
Incorporation
Less-Than-
Significant
Impact
No
Impact
a. Generate greenhouse gas (GHG) emissions, either
directly or indirectly, that may have a significant
impact on the environment?
b. Conflict with any applicable plan, policy, or regulation
of an agency adopted for the purpose of reducing the
emissions of GHGs?
3.7.1 Setting
Various gases in the earth’s atmosphere play an important role in moderating the earth’s surface
temperature. Solar radiation enters earth’s atmosphere from space and a portion of the radiation is
absorbed by the earth’s surface. The earth emits this radiation back toward space, but the properties of
the radiation change from high-frequency solar radiation to lower-frequency infrared radiation. GHGs
are transparent to solar radiation, but are effective in absorbing infrared radiation. Consequently,
radiation that would otherwise escape back into space is retained, resulting in a warming of the earth’s
atmosphere. This phenomenon is known as the greenhouse effect.
GHGs include both naturally occurring and anthropogenic gases that trap heat in the earth’s
atmosphere. GHGs include, but are not limited to, carbon dioxide (CO2), methane, nitrous oxide,
hydrochlorofluorocarbons, perfluorocarbons, and sulfur hexafluoride. Although there is disagreement as
to the speed of global warming and the extent of the impacts attributable to human activities, the
majority of the scientific community now agrees that there is a direct link between increased emission
of GHGs and long-term global temperature.
In the United States, the main source of GHG emissions is electricity generation, followed by
transportation. In California, however, transportation sources (passenger cars, light-duty trucks, other
trucks, buses, and motorcycles) make up the largest category of GHG-emitting sources (CARB, 2013). In
2011, the annual California statewide GHG emissions were 448.11 million metric tons of CO2-equivalent
(CARB, 2013). The transportation sector accounts for about 38 percent of the statewide GHG emissions
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inventory. The electric power sector accounts for about 19 percent of the total statewide GHG emissions
inventory. The dominant GHG emitted is CO2, primarily from fossil fuel combustion.
3.7.2 Impact Analysis
a. Would the project generate GHG emissions, either directly or indirectly, that may have a
significant impact on the environment?
LESS-THAN-SIGNIFICANT IMPACT. There are no GHG emission thresholds for construction activities
in BAAQMD’s 2010 thresholds of significance. Rather, the guidelines suggest evaluating impact
significance in relation to meeting GHG reduction strategies. The operational threshold for GHGs
from stationary source operations is 10,000 metric tons per year. The threshold for other non-
stationary source projects is 1,100 metric tons per year (BAAQMD, 2010c).
GHG impacts from the proposed project were based on the GHG emissions from offroad
construction equipment and on- and offroad vehicle usage during the construction period. CO2
emissions from offroad construction equipment and on- and offroad vehicles were estimated using
methodology described in Section 3.3.2. The project is not expected to result in measurable
emissions of other GHGs. Appendix A contains the complete construction calculations used to assess
GHG impacts.
Table 2 Project Construction Greenhouse Gas Emissions
CO2
(Million Metric Tons/Year)
2016 through 2018 Emissions 0.001
2007 BAAQMD Inventory 95.8
2010 State Inventory 448.11
State GHG Goal 2020 (Assembly Bill 32) 427
The GHG emissions from project construction would be temporary and would occur only during the
approximately 24 months of construction from April 2016 through Spring 2018. GHG emissions from
construction would be temporary and negligible compared to the local and State GHG inventory.
Once the few facility is operational, all equipment would be powered by electricity with the
exception of the diesel-powered emergency backup generator. The generator would be permitted
by the BAAQMD to operate on an emergency basis, with limited periodic testing, consistent with Air
Resources Board emissions standards. In addition, there would be negligible emissions from the five
trucks per day used to haul the dewatered solids for offsite reuse.
The minimal GHG emissions during construction and operation are not expected to contribute
substantially to the regional GHG emissions inventory, or contribute to global climate change.
Therefore, the project would result in a less-than-significant impact from GHG emissions.
b. Would the project conflict with any applicable plan, policy, or regulation of an agency adopted for
the purpose of reducing the emissions of GHGs?
NO IMPACT. The BAAQMD established a climate protection program in 2005 to explicitly
acknowledge the link between climate change and air quality, and has prepared a GHG emissions
inventory to support its climate protection activities. Based on the BAAQMD inventory, total GHG
emissions within the San Francisco Bay Area air basin were 95.8 million metric tons in 2007
(BAAQMD, 2010d).
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As shown in Table 2, the short-term construction GHG emissions would be negligible compared to the
State or BAAQMD GHG inventories and GHG emissions goal for 2020. The project would not interfere
with the Assembly Bill 32 Scoping Plan and the long-term goal of Assembly Bill 32 to reduce GHG
emissions to 1990 levels by 2020. The proposed project would not conflict with applicable plans,
policies, or regulations intended to reduce GHG emissions and would, therefore, have no impact on
climate change.
3.8 Hazards and Hazardous Materials
Would the project:
Potentially
Significant
Impact
Less-Than-
Significant with
Mitigation
Incorporation
Less-Than-
Significant
Impact
No
Impact
a. Create a significant hazard to the public or the
environment through the routine transport, use, or
disposal of hazardous materials?
b. Create a significant hazard to the public or the
environment through reasonably foreseeable upset and
accident conditions involving the release of hazardous
materials into the environment?
c. Emit hazardous emissions or handle hazardous or
acutely hazardous materials, substances, or waste within
one-quarter mile of an existing or proposed school?
d. Be located on a site, which is included on a list of
hazardous materials sites compiled pursuant to
Government Code Section 65962.5 and, as a result,
would it create a significant hazard to the public or
the environment?
e. For a project located within an airport land use plan, or
where such a plan has not been adopted, within two
miles of a public airport or public use airport, would the
project result in a safety hazard for people residing or
working in the project area?
f. For a project within the vicinity of a private airstrip,
would the project result in a safety hazard for people
residing or working in the project area?
g. Impair implementation of or physically interfere with an
adopted emergency response plan or emergency
evacuation plan?
h. Expose people or structures to a significant risk of loss,
injury, or death involving wildland fires, including where
wildlands are adjacent to urbanized areas or where
residences are intermixed with wildlands?
3.8.1 Setting
The project is located at the existing RWQCP, a publicly owned treatment works managed by the City of
Palo Alto. The RWQCP uses various chemicals as part of its normal operations. The project involves
changes in the solids dewatering and handling processes, and would not affect other wastewater
treatment operations including most of the existing chemical uses.
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3.8.2 Impact Analysis
a. Create a significant hazard to the public or the environment through the routine transport, use, or
disposal of hazardous materials?
LESS-THAN-SIGNIFICANT IMPACT. Project construction will involve the use of construction
equipment at the site for approximately 17 months. The type of equipment used would be typical
for industrial building construction, and could result in some potential for release of hazardous
materials such as fuel, oil, and similar pollutants derived from vehicle use. Given the small size of the
construction project and the limited number of vehicles expected to be required for construction,
the potential for impacts is small. In addition, the job site would be maintained consistent with
standard construction requirements for pollution and water quality control. For these reasons,
impacts would be less than significant. Any residual pollution from construction equipment could be
transported by stormwater runoff, but all onsite drainage is captured and treated as part of the
wastewater treatment system - this would be effective for pollutant removal.
Project operations would involve the transport of biosolids from the project site for offsite beneficial
reuse. Potential impact would be limited as biosolids would be treated consistent with applicable
federal regulations. California’s biosolids program is regulated by USEPA Region IX pursuant to
40 Code of Federal Regulations (CFR) 503, “Standards for the Use and Disposal of Sewage Sludge”
(i.e., the 503 Rule). The 503 Rule establishes standards such as pollutant limits, pathogen reduction
requirements, and vector attraction reduction requirements. Therefore, impacts would be less than
significant.
b. Create a significant hazard to the public or the environment through reasonably foreseeable upset
and accident conditions involving the release of hazardous materials into the environment?
LESS-THAN-SIGNIFICANT IMPACT. See response to “a” above.
c. Would the project emit hazardous emissions or handle hazardous or acutely hazardous materials,
substances, or waste within one-quarter mile of an existing or proposed school?
NO IMPACT. The proposed project is not within one-quarter mile of any existing or proposed school,
therefore, there would be no impacts.
d. Would the project be located on a site which is included on a list of hazardous materials sites
compiled pursuant to Government Code Section 65962.5 and, as a result, would it create a
significant hazard to the public or the environment?
NO IMPACT. The project is not located on a site that is included on a list of hazardous materials sites
compiled pursuant to Government Code Section 65962.5, and is not expected to create a significant
hazard to the public or environment. An investigation of the Envirostor database, also known as the
Cortese List, did not identify any contaminated sites within the project area (California Department
of Toxic Substances Control, 2015).
e. For a project located within an airport land use plan or, where such a plan has not been adopted,
within two miles of a public airport or public use airport, would the project result in a safety
hazard for people residing or working in the project area?
LESS-THAN-SIGNIFICANT IMPACT. The RWQCP is 750 feet south of the Palo Alto Airport. Based on
Santa Clara County General Plan requirements for land uses adjacent to the airport, all structures on
the RWQCP are restricted to heights of less than 150 feet. Because the new sludge dewatering and
loadout facility would be less than 150 feet in height, impacts would be less than significant.
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f. For a project within the vicinity of a private airstrip, would the project result in a safety hazard for
people residing or working in the project area?
NO IMPACT. The project is not located near a private airstrip; therefore, impacts would be less than
significant.
g. Would the project impair implementation of or physically interfere with an adopted emergency
response plan or emergency evacuation plan?
NO IMPACT. The project would be constructed within the existing RWQCP, and does not include
design features that would impede emergency access. City of Palo Alto Ordinance 1111 was passed
in November 2007 and lists adoption of the California Fire Code (CFC) and changes required for the
City. In Sections 15.04.150 and 15.04.160, the ordinance states that the fire access road should be
20 feet wide, comply with the requirements of Section 503.1.1 of the CFC, and extend within
150 feet of all portions of the facility and all portions of the exterior walls of the first story of the
building. The existing access road along the north side of the new building is 25 feet wide and the
furthest point on the building is approximately 143 feet away. Therefore, the existing road meets
the requirements for fire access and additional roads are not required. There would be no impacts
as a result of this project.
h. Would the project expose people or structures to a significant risk of loss, injury, or death
involving wildland fires, including where wildlands are adjacent to urbanized areas or where
residences are intermixed with wildlands?
NO IMPACT. The project would be constructed within the property of the existing RWQCP, and is
500 feet away from the nearest open space region. Therefore, there would be no impact to
wildlands as a result of this project.
3.9 Hydrology and Water Quality
Would the project:
Potentially
Significant
Impact
Less-Than-
Significant with
Mitigation
Incorporation
Less-Than-
Significant
Impact
No
Impact
a. Violate any water quality standards or waste discharge
requirements (WDR)?
b. Substantially deplete groundwater supplies or interfere
substantially with groundwater recharge such that there
would be a net deficit in aquifer volume or a lowering of
the local groundwater table level (e.g., the production
rate of pre-existing nearby wells would drop to a level
which would not support existing land uses or planned
uses for which permits have been granted)?
c. Substantially alter the existing drainage pattern of the site
or area, including through the alteration of the course of a
stream or river, in a manner which would result in
substantial erosion or siltation onsite or offsite?
d. Substantially alter the existing drainage pattern of the site
or area, including through the alteration of the course of a
stream or river, or substantially increase the rate or
amount of surface runoff in a manner which would result
in flooding onsite or offsite?
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e. Create or contribute runoff water, which would exceed
the capacity of existing or planned storm water drainage
systems, or provide substantial additional sources of
polluted runoff?
f. Otherwise substantially degrade water quality?
g. Place housing within a 100-year flood hazard area as
mapped on a federal Flood Hazard Boundary or Flood
Insurance Rate Map or other flood hazard delineation
map?
h. Place within a 100-year flood hazard area structures,
which would impede or redirect flood flows?
i. Expose people or structures to a significant risk of loss,
injury, or death involving flooding, including flooding as a
result of the failure of a levee or dam?
j. Inundation by seiche, tsunami, or mudflow?
3.9.1 Setting
The project is located at the existing RWQCP site near the Palo Alto Baylands and the Mayfield Slough,
which both connect to the San Francisco Bay.
3.9.2 Impact Analysis
a. Would the project violate any water quality standards or waste discharge requirements, or
otherwise substantially degrade water quality?
LESS-THAN-SIGNIFICANT IMPACT. The RWQCP is heavily regulated by the San Francisco Bay Regional
Water Quality Control Board (RWQCB) under Order No. R2-2014-0024 (NPDES Permit No.
CA0037834), which establishes waste discharge requirements for disposal of treated wastewater
into San Francisco Bay. The onsite storm drainage system discharges into the wastewater treatment
system, and therefore site stormwater also is regulated under Order No. R2-2014-0024. The
proposed project would add a minor amount of impervious surface to the overall RWQCP with the
addition of the new building and the loss of the undeveloped land. Because stormwater is included
in Order No. R2-2014-0024, the proposed project would be consistent with applicable water quality
standards and waste discharge requirements.
Under both the construction and operation phases, the proposed project would not substantially
degrade water quality due to the plant’s available capacity to handle the small increase in
stormwater runoff. All stormwater runoff at the site is directed into the wastewater treatment
system, which is highly effective in removing pollutants from onsite storm drainage. Therefore,
impacts to water quality would be less than significant.
b. Would the project substantially deplete groundwater supplies or interfere substantially with
groundwater recharge such that there would be a net deficit in aquifer volume or a lowering of
the local groundwater table level (e.g., the production rate of pre-existing nearby wells would
drop to a level which would not support existing land uses or planned uses for which permits have
been granted?
NO IMPACT. The project would not deplete groundwater supplies or interfere with recharge.
Groundwater in this area is not beneficially used; therefore, there would be no impacts as a result of
this project.
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c. Would the project substantially alter the existing drainage pattern of the site or area, including
through the alteration of the course of a stream or river, in a manner which would result in
substantial erosion or siltation onsite or offsite?
LESS-THAN-SIGNIFICANT IMPACT. The project site consists of several solar panels on undeveloped
land, where stormwater permeates into the ground. Under the proposed project, the site would
become impervious due to the new dewatering and truck loadout facility. The facility has designed
to direct rain water away from buildings in the direction of the existing stormwater collection
system, which conveys storm runoff to the 72-inch joint sewer that ultimately discharges to the
plant pump station. Roof drainage will discharge to ground on splash blocks or will be hard piped to
an existing storm drain. Where storm drainage is required, all components of the system will be
designed to convey the 10-year storm, and 100-year storm runoff will be conveyed away from the
building without creating or contributing to the downstream or upstream flooding conditions per
the Santa Clara County, California, Drainage Manual. Because surface flow is treated in the plant,
none is leaving the site requiring detention/ retention.
No streams or rivers would be affected by project construction or operation, nor would alterations
of existing drainage patterns on the site area be affected, other than the minor change in
impervious surfaces. The RWQCP has adequate capacity to handle the additional inflow of
stormwater runoff from the project site; therefore, these minimal changes would result in
less-than-significant impacts.
d. Would the project substantially alter the existing drainage pattern of the site or area, including
through the alteration of the course of a stream or river, or substantially increase the rate or
amount of surface runoff in a manner which would result in flooding onsite or offsite?
LESS-THAN-SIGNIFICANT IMPACT. The proposed project would not alter the existing drainage
pattern of the site or area and would result in less-than-significant impacts; see answer (c) for more
information, above.
e. Would the project create or contribute runoff water which would exceed the capacity of existing
or planned storm water drainage systems or provide substantial additional sources of polluted
runoff?
LESS-THAN-SIGNIFICANT IMPACT. The proposed project would not create or contribute runoff water
and would result in less-than-significant impacts; see answers (a) and (c) for more information,
above.
f. Would the project otherwise substantially degrade water quality?
LESS-THAN-SIGNIFICANT IMPACT. The proposed project would not substantially degrade water
quality; all potential water quality impacts are discussed in (a), (c), and (d) above.
g. Would the project place housing within a 100-year flood hazard area as mapped on a federal
Flood Hazard Boundary or Flood Insurance Rate Map or other flood hazard delineation map?
NO IMPACT. No housing construction is proposed as a part of the project. Therefore, construction
and operation of the project would result in no flood hazard impacts to housing.
h. Would the project place within a 100-year flood hazard area structures which would impede or
redirect flood flows?
LESS-THAN-SIGNIFICANT IMPACT. The RQWCP is located in an area designated a high risk flood zone
(Zone AE) with a base flood elevation of 11 feet by the Federal Emergency Management Agency
(FEMA). While the proposed project would be within a 100-year floodplain, the facility will have a
finished floor elevation of 11.5 feet. Because the finished floor would be above the base flood
elevation, project impacts would be less than significant.
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i. Would the project expose people or structures to a significant risk of loss, injury, or death
involving flooding, including flooding as a result of the failure of a levee or dam?
LESS-THAN-SIGNIFICANT IMPACT. While the proposed project is located in an area that is designated
a high risk food zone (Zone AE), the proposed building will be above the base flood elevation of
11 feet and would not expose people or structures to a significant risk of loss, injury, or death as a
result of flooding. Additionally, there are no levees or dams near the project area; therefore,
impacts would be less than significant.
j. Would the project result in inundation by seiche, tsunami, or mudflow?
NO IMPACT. The project area is not subject to inundation by seiche, tsunami, or mudflow, therefore
there are no impacts anticipated as a result of the proposed project.
3.10 Land Use and Planning
Would the project:
Potentially
Significant
Impact
Less-Than-
Significant with
Mitigation
Incorporation
Less-Than-
Significant
Impact
No
Impact
a. Physically divide an established community?
b. Conflict with any applicable land use plan, policy, or
regulation of an agency with jurisdiction over the
project (including, but not limited to the general plan,
specific plan, local coastal program, or zoning
ordinance) adopted for the purpose of avoiding or
mitigating an environmental effect?
c. Conflict with any applicable habitat conservation plan
or natural community conservation plan?
3.10.1 Setting
The project is within the existing RWQCP property in the City of Palo Alto in Santa Clara County, CA.
Land use designation at the project site is Public Facilities, with a site and design review overlay, PF (D).
Surrounding zoning districts and land uses include Public Facilities (PF), Planned Community (PC), and
Research, Office and Limited Manufacturing Subdistrict – Embarcadero [ROLM(E)].
3.10.2 Impact Analysis
a. Would the project physically divide an established community?
NO IMPACT. The project is located within the existing RWQCP and would involve the installation of
three BFPs with room to install a future unit for filtration purposes. Construction and operation
would occur on site, with trucks transporting waste away from the facility via City roads. It would
not divide an established community.
b. Would the project conflict with any applicable land use plan, policy, or regulation of an agency
with jurisdiction over the project (including, but not limited to, the general plan, specific plan,
local coastal program, or zoning ordinance) adopted for the purpose of avoiding or mitigating an
environmental effect?
NO IMPACT. The project would not conflict with any applicable land use plan, policy, or regulation, it
is consistent with its general plan and zoning designations.
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c. Would the project conflict with any applicable habitat conservation plan or natural community
conservation plan?
NO IMPACT. The project area is not located within a Habitat Conservation Plan or Natural
Community Conservation Plan.
3.11 Mineral Resources
Would the project:
Potentially
Significant
Impact
Less-Than-
Significant with
Mitigation
Incorporation
Less-Than-
Significant
Impact
No
Impact
a. Result in the loss of availability of a known mineral
resource that would be of value to the region and the
residents of the state?
b. Result in the loss of availability of a locally-important
mineral resource recovery site delineated on a local
general plan, specific plan or other land use plan?
3.11.1 Setting
The project is not located in an area of known mineral resources. According to the Natural Environment
Element of the City of Palo Alto’s Comprehensive Plan, the City of Palo Alto does not contain any mineral
deposits of regional significance and therefore does not include any policies relating to mineral
resources (City of Palo Alto, 2007).
3.11.2 Impact Analysis
a. Would the project result in the loss of availability of a known mineral resource that would be of
value to the region and the residents of the state or result in the loss of availability of a
locally-important mineral resource recovery site delineated on a local general plan, specific plan,
or other land use plan?
NO IMPACT. The project area is within Mineral Resource Zone MRZ-1, as classified by the California
Department of Conservation (DOC), Division of Mines and Geology (DMG). MRZ-1 is defined as
“Areas where available geologic information indicates that little likelihood exists for the presence of
significant mineral resources.” (DMG, 1996). Additionally, the City of Palo Alto’s Comprehensive Plan
has noted that it does not contain any mineral deposits of regional significance (City of Palo Alto,
2007). Therefore, there would be no change associated with the proposed project.
b. Would the project result in the loss of availability of a locally-important mineral resource recovery
site delineated on a local general plan, specific plan, or other land use plan?
NO IMPACT. The proposed project would not result in the loss of availability of a mineral resource
recovery site as described in “a.” above.
EN0717151040SAC/658394 (ISMND_ADMINDRAFT) 3-23
SECTION 3 – EVALUATION OF ENVIRONMENTAL IMPACTS
3.12 Noise
Would the project:
Potentially
Significant
Impact
Less-Than-
Significant with
Mitigation
Incorporation
Less-Than-
Significant
Impact
No
Impact
a. Exposure of persons to or generation of noise levels in
excess of standards established in the local general plan
or noise ordinance, or applicable standards of other
agencies?
b. Exposure of persons to or generation of excessive
groundborne vibration or groundborne noise levels?
c. A substantial permanent increase in ambient noise levels
in the project vicinity above levels existing without the
project?
d. A substantial temporary or periodic increase in ambient
noise levels in the project vicinity above levels existing
without the project?
e. For a project located within an airport land use plan or,
where such a plan has not been adopted, within two
miles of a public airport or public use airport, would the
project expose people residing or working in the project
area to excessive noise levels?
f. For a project within the vicinity of a private airstrip,
would the project expose people residing or working in
the project area to excessive noise levels?
3.12.1 Setting
The project site is located east of U.S. Highway 101, near the Palo Alto Baylands and commercial/office
uses. The nearest residence is located approximately 0.7 mile from the project site.
3.12.2 Impact Analysis
a. Exposure of persons to or generation of noise levels in excess of standards established in the local
general plan or noise ordinance, or applicable standards of other agencies?
LESS-THAN-SIGNIFICANT IMPACT. Noise generated by project construction is expected to vary
depending on construction activities. Project construction would occur on weekdays, typically from
8:00 a.m. to 6:00 p.m., Monday through Friday, and from 9:00 a.m. to 6:00 p.m. on Saturdays in
accordance with the City of Palo Alto municipal code. Project construction would generate noise
from the heavy equipment used. Individual pieces of construction equipment are likely to generate
noise levels of 80 to 85 a-weighted decibels (dBA) at 50 feet from the source. Pilings would be
installed to support the sludge dewatering building; however, the piles would be installed using an
auger and no pile driving would occur. The nearest sensitive receptors would be users of the
recreational trails on the adjacent Palo Alto Baylands, approximately 500 feet away. Given the lack
of nearby sensitive receptors, and by following City of Palo Alto noise standards, construction noise
impacts would be less than significant.
Project operations would generate noise from equipment (e.g., belt filter presses and conveyor) and
from haul truck trips. Equipment noise would be contained within the building, and would not
contribute to an increase in exterior ambient noise levels. Truck trips would be limited to
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approximately five truckloads per day. Trucks would enter the RWQCP via Embarcadero Way and
would exit via Embarcadero Road. These roads run through a commercial and industrial area, and
would not drive near sensitive land uses like the Palo Alto Baylands. For these reasons, truck trips
would not contribute to a substantial increase in noise levels that would affect sensitive receptors;
impacts, therefore, would be less than significant.
b. Exposure of persons to or generation of excessive groundborne vibration or groundborne noise
levels?
LESS-THAN-SIGNIFICANT IMPACT. The project construction may temporarily expose persons to ground
vibrations above ambient levels but due to the short duration of the construction project they would
remain less than significant.
c. A substantial permanent increase in ambient noise levels in the project vicinity above levels
existing without the project?
LESS-THAN-SIGNIFICANT IMPACT. See the response to “a” above.
d. A substantial temporary or periodic increase in ambient noise levels in the project vicinity above
levels existing without the project?
LESS-THAN-SIGNIFICANT IMPACT. See the response to “a” above.
e. For a project located within an airport land use plan or, where such a plan has not been adopted,
within two miles of a public airport or public use airport, would the project expose people residing
or working in the project area to excessive noise levels?
NO IMPACT. While the project is 0.5 miles away from the Palo Alto Airport, the project would not
expose people to excessive noise levels from the airport. No impact would occur as a result of the
project.
f. For a project within the vicinity of a private airstrip, would the project expose people residing or
working in the project area to excessive noise levels?
NO IMPACT. The project is not within the vicinity of a private airstrip.
3.13 Population and Housing
Would the project:
Potentially
Significant
Impact
Less-Than-
Significant with
Mitigation
Incorporation
Less-Than-
Significant
Impact
No
Impact
a. Induce substantial population growth in an area, either
directly (for example, by proposing new homes and
businesses) or indirectly (for example, through extension
of roads or other infrastructure)?
b. Displace substantial numbers of existing housing,
necessitating the construction of replacement housing
elsewhere?
c. Displace substantial numbers of people, necessitating the
construction of replacement housing elsewhere?
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SECTION 3 – EVALUATION OF ENVIRONMENTAL IMPACTS
3.13.1 Setting
The proposed project would be constructed within the existing RWQCP, is surrounded by
office/commercial and public facilities land uses, and would not conflict with populations or housing
resources.
3.13.2 Impact Analysis
a. Would the project induce substantial population growth in an area, either directly (for example,
by proposing new homes and businesses) or indirectly (for example, through extension of roads or
other infrastructure)?
NO IMPACT. The proposed project does not expand the capacity of the RWQCP. For this reason, the
project is not expected to induce population growth; therefore there would be no growth inducing
impacts.
b. Would the project displace substantial numbers of existing housing, necessitating the construction
of replacement housing elsewhere?
NO IMPACT. The project would be constructed at the existing RWQCP along developed city streets,
within already developed areas of the City of Palo Alto. Therefore, the project would not displace
any existing housing.
c. Would the project displace substantial numbers of people, necessitating the construction of
replacement housing elsewhere?
NO IMPACT. The project would be constructed at the existing RWQCP along developed city streets,
within already developed areas of the City of Palo Alto. Therefore, the project would not displace
any people and would not necessitate the construction of replacement housing elsewhere.
3.14 Public Services
Would the project result in substantial adverse physical
impacts associated with the provision of new or
physically altered governmental facilities, need for new
or physically altered governmental facilities, the
construction of which could cause significant
environmental impacts, in order to maintain acceptable
service ratios, response times, or other performance
objectives for any of the public services:
Potentially
Significant
Impact
Less-Than-
Significant with
Mitigation
Incorporation
Less-Than-
Significant
Impact No Impact
a. Fire protection?
b. Police protection?
c. Schools?
d. Parks?
e. Other public facilities?
3.14.1 Setting
Public services and facilities are provided and maintained by local municipalities, including fire, police,
and public works.
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3.14.2 Impact Analysis
a. Fire protection?
LESS-THAN-SIGNIFICANT IMPACT. Construction and operation of the project is not expected to
increase the demand for fire protection services in the project area. During construction of the
project, emergencies could occur at the project site; however, appropriate notification to local
emergency service providers prior to construction would address impacts that could affect
emergency response times such as lane closures.
b. Police protection?
NO IMPACT. The project would not increase population and is not anticipated to affect crime rates
in the vicinity. Therefore, additional police protection is not needed.
c. Schools?
NO IMPACT. This is a non-residential project, therefore there would not be a secondary impact
associated with increased demand for schools. The project would not generate additional
population or students during construction or operation.
d. Parks?
NO IMPACT. This is a non-residential project, therefore there would not be a secondary impact
associated with increased demand for parks. The project would not increase the use of existing
neighborhood and regional parks or other recreational facilities.
e. Other public facilities?
NO IMPACT. This is a non-residential project, therefore there would not be a secondary impact
associated with increased demand for public facilities. The project would not result in an increase in
population during project construction or operation; therefore, the project would not affect other
government services or public facilities.
3.15 Recreation
Potentially
Significant
Impact
Less-Than-
Significant with
Mitigation
Incorporation
Less-Than-
Significant
Impact
No
Impact
a. Would the project increase the use of existing
neighborhood and regional parks or other recreational
facilities such that substantial physical deterioration of
the facility would occur or be accelerated?
b. Does the project include recreational facilities or
require the construction or expansion of recreational
facilities which might have an adverse physical effect
on the environment?
3.15.1 Setting
The proposed project is located in a non-residential area of the City of Palo Alto, north of the Palo Alto
Baylands and less than 0.5 miles away from the Palo Alto Golf Course.
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3.15.2 Impact Analysis
a. Would the project increase the use of existing neighborhood and regional parks or other
recreational facilities such that substantial physical deterioration of the facility would occur or be
accelerated?
NO IMPACT. This is a non-residential project, therefore there would not be a secondary impact
associated with increased demand for recreational facilities. Therefore, there would be no impacts
as a result of this project.
b. Does the project include recreational facilities or require the construction or expansion of
recreational facilities which might have an adverse physical effect on the environment?
NO IMPACT. The project would not increase population, and therefore does not include or require
the construction or expansion of recreational facilities.
3.16 Transportation/Traffic
Would the Project:
Potentially
Significant
Impact
Less-Than-
Significant with
Mitigation
Incorporation
Less-Than-
Significant
Impact
No
Impact
a. Conflict with an applicable plan, ordinance or policy
establishing measures of effectiveness for the
performance of the circulation system, taking into
account all modes of transportation including mass
transit and non-motorized travel and relevant
components of the circulation system, including but not
limited to intersections, streets, highways and
freeways, pedestrian and bicycle paths, and mass
transit?
b. Conflict with an applicable congestion management
program, including, but not limited to level of service
standards and travel demand measures, or other
standards established by the county congestion
management agency for designated roads or highways?
c. Result in a change in air traffic patterns, including
either an increase in traffic levels or a change in
location that results in substantial safety risks?
d. Substantially increase hazards due to a design feature
(e.g., sharp curves or dangerous intersections) or
incompatible uses (e.g., farm equipment)?
e. Result in inadequate emergency access?
f. Conflict with adopted policies, plans, or programs
regarding public transit, bicycle, or pedestrian facilities,
or otherwise decrease the performance or safety of
such facilities?
3.16.1 Setting
The project area is located east of U.S. Highway 101, off of Embarcadero Road and Embarcadero Way in
the City of Palo Alto. The project would involve the use of existing public and private roadways by
construction equipment and crews, and for the operation of transporting the waste load generated by
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the dewatering operations. During construction, approximately 10 vehicles per day are expected to
access the job site. When the facility is operational, an estimated five trucks per day are expected to
access the site for sludge loadout and hauling. All traffic would use Embarcadero Road and Embarcadero
Way to access the truck loadout facility building.
3.16.2 Impact Analysis
a. Conflict with an applicable plan, ordinance or policy establishing measures of effectiveness for the
performance of the circulation system, taking into account all modes of transportation including
mass transit and non-motorized travel and relevant components of the circulation system,
including but not limited to intersections, streets, highways and freeways, pedestrian and bicycle
paths, and mass transit?
LESS-THAN-SIGNIFICANT IMPACT. Project operations would require the use of Embarcadero Road and
Embarcadero Way for waste hauling. As identified in the City of Palo Alto Comprehensive Plan,
Embarcadero Road is classified as an arterial roadway that connects business parks and other uses
and channels traffic to U.S. Highway 101. Embarcadero Road is a four-lane arterial with a designated
bike lane and street parking traffic. This portion of Embarcadero Road is not used for public transit.
Applicable plans include Plan Bay Area: Strategy for a Sustainable Region, but nothing in the
applicable plans address the low levels of traffic generated by the project. Therefore, impacts would
be less than significant.
As described in Section 1.8.2, up to 10 trucks would use Embarcadero Road and Embarcadero Way
to access the site during the construction period. Construction activities would temporarily generate
a negligible amount of additional traffic, and local street capacity would not be affected. Therefore,
impacts would be less than significant.
b. Conflict with an applicable congestion management program, including, but not limited to level of
service standards and travel demand measures, or other standards established by the county
congestion management agency for designated roads or highways?
LESS THAN SIGNIFICANT IMPACT. See response to “a” above.
c. Result in a change in air traffic patterns, including either an increase in traffic levels or a change in
location that results in substantial safety risks?
NO IMPACT. The project would have no impact on air traffic patterns.
d. Substantially increase hazards due to a design feature (e.g., sharp curves or dangerous
intersections) or incompatible uses (e.g., farm equipment)?
NO IMPACT. The project would be constructed within the existing RWQCP, and does not include
design features that would affect local roadways.
e. Result in inadequate emergency access?
NO IMPACT. The project would be constructed within the existing RWQCP, and does not include
design features that would impede emergency access. Internal circulation around the new building
would exceed the minimum requirements of the California Fire Code.
f. Conflict with adopted policies, plans, or programs regarding public transit, bicycle, or pedestrian
facilities, or otherwise decrease the performance or safety of such facilities?
NO IMPACT. The project would be constructed within the existing RWQCP, and does not include
design features that would impede public transit, bicycle, or pedestrian facilities.
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3.17 Utilities and Service Systems
Would the Project:
Potentially
Significant
Impact
Less-Than-
Significant with
Mitigation
Incorporation
Less-Than-
Significant
Impact
No
Impact
a. Exceed wastewater treatment requirements of the
applicable RWQCB?
b. Require or result in the construction of new water or
wastewater treatment facilities or expansion of
existing facilities, the construction of which could
cause significant environmental effects?
c. Require or result in the construction of new storm
water drainage facilities or expansion of existing
facilities, the construction of which could cause
significant environmental effects?
d. Have sufficient water supplies available to serve the
project from existing entitlements and resources, or
are new or expanded entitlements needed?
e. Result in a determination by the wastewater treatment
provider which serves or may serve the project that it
has adequate capacity to serve the project’s projected
demand in addition to the provider’s existing
commitments?
f. Be served by a landfill with sufficient permitted
capacity to accommodate the project’s solid waste
disposal needs?
g. Comply with federal, state, and local statutes and
regulations related to solid waste?
3.17.1 Setting
The proposed project is located within an urbanized environment within the City of Palo Alto where
utility infrastructure is in place. The proposed project would not include any elements that would
expand or adversely affect most utility services, but would require the offsite disposal of the biosolids
generated by the sludge dewatering facility. The project is being designed based on a need to handle
approximately 32 dry tons per day of biosolids, which is expected to require five trucks (i.e. ten truck
trips) per day to haul offsite for beneficial reuse. At this time, the City may choose one of several options
for disposal.
3.17.2 Impact Analysis
a. Exceed wastewater treatment requirements of the applicable RWQCB?
NO IMPACT. The proposed project site is within an existing RWQCP. The project would introduce a
change in the solids handling process at the plant, but the liquids processing facilities would not be
changed. Therefore, there would be no change in discharges to the San Francisco Bay.
3-30 EN0717151040SAC/658394 (ISMND_ADMINDRAFT)
SECTION 3 – EVALUATION OF ENVIRONMENTAL IMPACTS
b. Require or result in the construction of new water or wastewater treatment facilities or expansion
of existing facilities, the construction of which could cause significant environmental effects?
NO IMPACT. The proposed project includes the construction of a new dewatering and truck loadout
facility building, a two story cast-in-place concrete structure that would contain space for the belt
filter presses, truck loadout, and other support areas. These features are new components of an
existing wastewater treatment plant, and would not result in the need for new water or wastewater
treatment services.
c. Require or result in the construction of new storm water drainage facilities or expansion of
existing facilities, the construction of which could cause significant environmental effects?
NO IMPACT. The proposed project would construct the new dewatering and truck loadout facility
building on an existing water quality control plant on property that is already paved with existing
drainage infrastructure. The project would not result or require the construction of new stormwater
drainage facilities or expand an existing one; therefore there would be no impact.
d. Have sufficient water supplies available to serve the project from existing entitlements and
resources, or are new or expanded entitlements needed?
NO IMPACT. There would be no water use from the proposed project, other than minor dust control
during site preparation.
e. Result in a determination by the wastewater treatment provider which serves or may serve the
project that it has adequate capacity to serve the project’s projected demand in addition to the
provider’s existing commitments?
NO IMPACT. The project features are new components of an existing wastewater treatment plant,
and would not result in the need new wastewater treatment services.
f. Be served by a landfill with sufficient permitted capacity to accommodate the project’s solid
waste disposal needs?
LESS-THAN-SIGNIFICANT IMPACT. The proposed project would generate up to approximately 32 dry
tons per day of material for offsite beneficial reuse, requiring up to five haul trucks (ten trips total)
per day. Although the final destination is not known, one option is for biosolids reuse as alternative
daily cover (ADC) at the Potrero Hills or Hay Road landfills in Solano County.1 Both facilities accept
biosolids for beneficial use. Capacity at landfills located closer to Palo Alto where biosolids are
accepted for ADC is unlikely; for example, ADC needs at the Newby Island Landfill are already being
fully met by biosolids from the San José-Santa Clara Regional Wastewater Facility. Because of the
willingness of the Solano County landfills to accept biosolids as ADC, impacts would be less than
significant.
g. Comply with federal, state, and local statutes and regulations related to solid waste?
LESS-THAN-SIGNIFICANT IMPACT. The project includes beneficial reuse of biosolids, consistent with
state regulations. The regulation of biosolids in California involves multiple agencies at the federal,
state, and local levels. The extent to which biosolids are regulated is greatly dependent on the
treatment technology used, as well as the end use of the biosolids. California’s biosolids program is
regulated by USEPA Region IX pursuant to 40 Code of Federal Regulations (CFR) 503, “Standards for
the Use and Disposal of Sewage Sludge” (i.e., the 503 Rule). The 503 Rule establishes standards such
as pollutant limits, pathogen reduction requirements, and vector attraction reduction requirements.
1 Alternative daily cover means cover material other than earthen material placed on the surface of the active face of a municipal solid waste
landfill at the end of each operating day to control vectors, fires, odors, blowing litter, and scavenging. Federal regulations require landfill
operators to use six inches of earth material as daily cover unless other materials are allowed as alternatives. CalRecycle has approved 11 ADC
material types, including biosolids from municipal wastewater treatment plants.
EN0717151040SAC/658394 (ISMND_ADMINDRAFT) 3-31
SECTION 3 – EVALUATION OF ENVIRONMENTAL IMPACTS
In addition, the California Department of Resources Recycling and Recovery (CalRecycle) has
approved the use of biosolids from municipal wastewater treatment facilities as ADC. ADC is not
considered landfill disposal because it provides beneficial use as landfill cover. With compliance with
existing regulations for biosolids reuse, impacts would be less than significant.
3.18 Mandatory Findings of Significance
Potentially
Significant
Impact
Less-Than-
Significant with
Mitigation
Incorporation
Less-Than-
Significant
Impact
No
Impact
a. Does the project have the potential to degrade the
quality of the environment, substantially reduce the
habitat of a fish or wildlife species, cause a fish or
wildlife population to drop below self-sustaining levels,
threaten to eliminate a plant or animal community,
reduce the number or restrict the range of a rare or
endangered plant or animal or eliminate important
examples of the major periods of California history or
prehistory?
b. Does the project have impacts that are individually
limited, but cumulatively considerable? (“Cumulatively
considerable” means that the incremental effects of a
project are considerable when viewed in connection
with the effects of past projects, the effects of other
current projects, and the effects of probable future
projects?
c. Does the project have environmental effects which will
cause substantial adverse effects on human beings,
either directly or indirectly?
a. Does the project have the potential to degrade the quality of the environment, substantially
reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below
self-sustaining levels, threaten to eliminate a plant or animal community, reduce the number or
restrict the range of a rare or endangered plant or animal or eliminate important examples of the
major periods of California history or prehistory?
LESS-THAN-SIGNIFICANT IMPACT WITH MITIGATION INCORPORATED. As indicated throughout this
Initial Study, impacts on all environmental resources were deemed to result in either ‘no impact,’ a
‘less-than-significant impact,’ or ‘less than significant with mitigation incorporation.’ As a result, the
project with proposed mitigation measures would not create environmental effects that would
degrade the quality of the environment, substantially reduce the habitat of a fish or wildlife species,
cause a fish or wildlife population to drop below self-sustaining levels, threaten to eliminate a plant
or animal community, reduce the number or restrict the range of a rare or endangered plant or
animal community, or eliminate important examples of major periods of California history or
prehistory.
b. Does the project have impacts that are individually limited, but cumulatively considerable?
“Cumulatively considerable” means that the incremental effects of a project are considerable
when viewed in connection with the effects of past projects, the effects of other current projects,
and the effects of probable future projects?
LESS-THAN-SIGNIFICANT IMPACT. As indicated throughout this Initial Study, impacts on all
environmental resources were deemed to result in either ‘no impact,’ a ‘less-than-significant
3-32 EN0717151040SAC/658394 (ISMND_ADMINDRAFT)
SECTION 3 – EVALUATION OF ENVIRONMENTAL IMPACTS
impact,’ or ‘less than significant with mitigation incorporation.’ As a result, the project with
proposed mitigation measures would not create environmental effects that would have impacts that
are individually limited but cumulatively considerable.
c. Does the project have environmental effects which will cause substantial adverse effects on
human beings, either directly or indirectly?
LESS-THAN-SIGNIFICANT IMPACT. As indicated throughout this Initial Study, impacts on all
environmental resources were deemed to result in either ‘no impact,’ a ‘less-than-significant
impact,’ or ‘less than significant with mitigation incorporation.’ As a result, the project with
proposed mitigation measures would not create environmental effects that would cause substantial
adverse effects on human beings, either directly or indirectly.
EN0717151040SAC/658394 (ISMND_ADMINDRAFT) 3-33
SECTION 4
List of Preparers
4.1 CH2M HILL
Danielle Tannourji, Biologist
Elyse Engel, Environmental Engineer
Matt Franck, Environmental Planner – Task Manager
Yassaman Sarvian, Environmental Planner
Heather Waldrop, Environmental Planner
EN0717151040SAC/658394 (ISMND_ADMINDRAFT) 4-1
SECTION 5
References
American Society of Civil Engineers (ASCE). 2010. Minimum Design Loads for Buildings and Other
Structures. ASCE/SEI 07-10.
Bay Area Air Quality Management District (BAAQMD). 2012. California Environmental Quality Act Air
Quality Guidelines. http://www.baaqmd.gov/Divisions/Planning-and-Research/CEQA-
GUIDELINES/Updated-CEQA-Guidelines.aspx. Updated May 2012.
Bay Area Air Quality Management District (BAAQMD). 2010a. Bay Area 2010 Clean Air Plan. September.
Bay Area Air Quality Management District (BAAQMD). 2010b. California Environmental Quality Act
(CEQA) Air Quality Guidelines.
http://www.baaqmd.gov/~/media/Files/Planning%20and%20Research/CEQA/Draft_BAAQMD_CEQA_G
uidelines_May_2010_Final.ashx?la=en. May. Accessed August 30, 2013.
Bay Area Air Quality Management District (BAAQMD). 2010c. Source Inventory of Bay Area Greenhouse
Gas Emissions. February.
Bay Area Air Quality Management District (BAAQMD). 2010d. Source Inventory of Bay Area Greenhouse
Gas Emissions. February.
Bay Area Air Quality Management District (BAAQMD). 2009. Revised Draft Options and Justification
Report. October.
Bay Area Air Quality Management District (BAAQMD). 2001. San Francisco Bay Area 2001 Ozone
Attainment Plan for the 1-hour National Ozone Standard. October.
California Air Pollution Control Officers Association (CAPCOA). 2013. California Emission Estimator Model
User’s Guide Version 2013.2. July.
California Air Resources Board (CARB). 2013.
http://www.arb.ca.gov/cc/inventory/data/tables/ghg_inventory_scopingplan_00-11_2013-08-01.pdf.
Accessed September 6, 2013.
California Air Resources Board (CARB). 2011. EMFAC2011. http://www.arb.ca.gov/msei/modeling.htm/.
California Building Standards Commission (CBC). 2013. 2013 California Building Code (CBC).
California Department of Fish and Wildlife (CDFW). 2015. Rarefind. California Natural Diversity Database
(CNDDB). Accessed on May 5, 2015.
California Department of Toxic Substances Control. 2013. EnviroStor Database.
http://www.envirostor.dtsc.ca.gov/public/. Accessed May 2015.
Carollo Engineers. 2012. Long Range Facilities Plan Final Report. October.
CH2M HILL. 2015. Technical Memorandum 3 – Geotechnical Draft. May.
City of Palo Alto. 2007. City of Palo Alto Comprehensive Plan. July.
California Department of Conservation, Division of Mines and Geology. 1996. Update of Mineral Land
Classification: Aggregate Materials in the South San Francisco Bay Production-Consumption Region.
Accessed on May 12, 2015.
ENVIRON. 2013. CalEEMod User’s Guide. September.
Jones & Stokes Associates. 2007. Software User’s Guide: URBEMIS2007 for Windows. November.
EN0717151040SAC/658394 (ISMND_ADMINDRAFT) 5-1
SECTION 5 – REFERENCES
U.S. Environmental Protection Agency. 2006. AP-42, Fifth Edition, Volume I. Chapter 13: Miscellaneous
Sources. Section 13.2.2, Unpaved Roads. November.
U.S. Environmental Protection Agency. 2011. AP-42, Fifth Edition, Volume I. Chapter 13: Miscellaneous
Sources. Section 13.2.1, Paved Roads. January.
William Self Associates, INC. 2007. Cultural Resource Assessment Palo Alto Regional Water Quality
Control Plant UV Disinfection Project. October.
5-2 EN0717151040SAC/658394 (ISMND_ADMINDRAFT)
Appendix A
Air Quality and Greenhouse Gas
Emissions Output Files
TABLE A‐1
Construction Emissions Summary
Palo Alto Dewatering Building Project
Construction Emissions
VOC CO NOx SOx PM10_Exhaust PM2.5_Exhaust PM10_Fugitive PM2.5_Fugitive
Max Daily Emissions (lbs/day) 3.96 25.27 47.41 0.07 2.14 1.94 80.14 14.83
Project Emissions (tons/project) 0.31 1.94 3.67 0.01 0.16 0.14 0.30 0.06
BAAQMD Thresholds of Significance (lbs/day) b 54 N/A 54 N/A 82 54 N/A N/A
Exceeds Threshold (Y/N)? N N N N N N N N
CO2 CO2e c
Max Daily Emissions (lbs/day) 6,921 7,267
Project Emissions (metric tons/project) 554 581.95
CARB Thresholds of Significance (metric tons/year) d N/A 7,000
Exceeds Threshold (Y/N)? N N
Notes:
b BAAQMD Thresholds of Significance taken from Table 2‐1 of the Draft CEQA Air Quality Guidelines (BAAQMD, 2010).
d CARB Thresholds of Significance taken as the statewide interim thresholds of significance for GHGs (CARB, 2008).
Construction Activities
Construction Activities
GHG Emissions a
Criteria Pollutant Emissions a
c Only CO2 emission factors were available for all types of construction equipment utilized for this project. According to the EPA, emissions of CH4 and N2O from passenger vehicles are
expected to be much lower than emissions of CO2, contributing in the range of 5 to 6 percent of the total CO2e emissions (EPA, 2005). Therefore, assuming the passenger vehicle research is
applicable to all mobile emission sources, the CO2 emissions were conservatively increased by 5 percent to calculate CO2e emissions, accounting for the potential CH4 and N2O emissions
associated with construction activities.
a It was assumed that the four construction phases would occur sequentially and that, within each phase, some equipment/vehicles may operate concurrently but that sub‐tasks would
largely occur sequentially. Refer to Table 1.A‐1 for clarification on what sub‐tasks may occur concurrently.
EN0717151040SAC Page 1 of 1
TABLE A‐2
Construction Emissions
Palo Alto Dewatering Building Project
VOC CO NOx SOx PM10_Exhaust PM2.5_Exhaust PM10_Fugitive PM2.5_Fugitive CO2
Sitework
Earthwork (Test Pits and Survey)
Cat 420 E Construction Equipment 1 ‐‐210‐‐0.430 3.047 4.111 0.004 0.316 0.291 ‐‐ ‐‐408.761
Pickup e Offsite Light‐duty Truck 4 ‐‐2 ‐‐14.6 0.005 0.198 0.020 0.000 0.005 0.002 0.034 0.008 37.958
Worker Commute f Offsite Light‐duty Auto/Truck 20 ‐‐2 ‐‐24.8 0.035 1.477 0.140 0.003 0.051 0.021 0.329 0.082 330.961
Earthwork (Rough Grading and Survey)
Cat D 6 Construction Equipment 1 ‐‐210‐‐0.885 3.555 11.924 0.010 0.460 0.423 ‐‐ ‐‐1,000.393
Pickup e Offsite Light‐duty Truck 4 ‐‐2 ‐‐14.6 0.005 0.198 0.020 0.000 0.005 0.002 0.034 0.008 37.958
Grader Cat 140M 17 Construction Equipment 1 ‐‐210‐‐1.281 6.195 13.049 0.008 0.733 0.674 ‐‐ ‐‐816.410
Fugitive Dust g Disturbed Surface 0.70 acres 2 ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐3.512 0.731 ‐‐
Worker Commute f Offsite Light‐duty Auto/Truck 20 ‐‐2 ‐‐24.8 0.035 1.477 0.140 0.003 0.051 0.021 0.329 0.082 330.961
Earthwork (Mass Excavation and Survey)
Cat D 6 Construction Equipment 1 ‐‐110‐‐0.885 3.555 11.924 0.010 0.460 0.423 ‐‐ ‐‐1,000.393
Pickup e Offsite Light‐duty Truck 3 ‐‐1 ‐‐14.6 0.004 0.170 0.017 0.000 0.005 0.002 0.029 0.007 32.536
Water Truck Onsite Heavy‐duty Diesel 1 ‐‐1 ‐‐5 0.022 0.055 0.228 0.000 0.003 0.003 9.961 0.996 37.572
Grader Cat 140M 17 Construction Equipment 1 ‐‐110‐‐1.281 6.195 13.049 0.008 0.733 0.674 ‐‐ ‐‐816.410
Scraper Cat 621 G Construction Equipment 1 ‐‐110‐‐1.733 13.815 22.055 0.019 0.889 0.818 ‐‐ ‐‐1,939.670
Fugitive Dust h Onsite Cut/Fill 560 yd3 1 ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐66.080 13.745 ‐‐
Worker Commute f Offsite Light‐duty Auto/Truck 20 ‐‐1 ‐‐24.8 0.035 1.477 0.140 0.003 0.051 0.021 0.329 0.082 330.961
AC Paving (Fine Grade Roadway) and Concrete Paving
Grader 30000 lbs Construction Equipment 1 ‐‐110‐‐1.281 6.195 13.049 0.008 0.733 0.674 ‐‐ ‐‐816.410
2 Ton Flatbed Crew Truck e Offsite Heavy‐duty Diesel 4 ‐‐1 ‐‐14.6 0.025 0.100 0.759 0.002 0.020 0.012 0.039 0.010 218.619
Concrete Material Loads e Offsite Heavy‐duty Diesel 1 ‐‐1 ‐‐40 0.017 0.068 0.520 0.001 0.014 0.008 0.026 0.007 149.739
Fugitive Dust g Disturbed Surface 0.17 acres 1 ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐0.000 0.000 ‐‐
Worker Commute f Offsite Light‐duty Auto/Truck 20 ‐‐1 ‐‐24.8 0.035 1.477 0.140 0.003 0.051 0.021 0.329 0.082 330.961
AC Paving (Sidewalk/Drive Concrete) and Concrete Paving
Vibraplate Construction Equipment 1 ‐‐110‐‐0.050 0.263 0.314 0.001 0.012 0.012 ‐‐ ‐‐43.099
2 Ton Flatbed Crew Truck e Offsite Heavy‐duty Diesel 4 ‐‐1 ‐‐14.6 0.025 0.100 0.759 0.002 0.020 0.012 0.039 0.010 218.619
Concrete Material Loads e Offsite Heavy‐duty Diesel 1 ‐‐1 ‐‐40 0.017 0.068 0.520 0.001 0.014 0.008 0.026 0.007 149.739
Worker Commute f Offsite Light‐duty Auto/Truck 20 ‐‐1 ‐‐24.8 0.035 1.477 0.140 0.003 0.051 0.021 0.329 0.082 330.961
AC Paving (Base Course) and Concrete Paving
Grader 30000 lbs Construction Equipment 1 ‐‐110‐‐1.281 6.195 13.049 0.008 0.733 0.674 ‐‐ ‐‐816.410
25 Ton Vibrating Roller Construction Equipment 1 ‐‐110‐‐0.426 2.548 3.940 0.003 0.290 0.267 ‐‐ ‐‐344.849
Dozer 300 hp Construction Equipment 1 ‐‐110‐‐1.132 7.804 15.013 0.014 0.582 0.535 ‐‐ ‐‐1,451.359
1.5 CY Loader Construction Equipment 1 ‐‐110‐‐0.624 2.305 8.119 0.008 0.277 0.255 ‐‐ ‐‐799.451
Water Truck Onsite Heavy‐duty Diesel 1 ‐‐1 ‐‐5 0.022 0.055 0.228 0.000 0.003 0.003 9.961 0.996 37.572
2 Ton Flatbed Crew Truck e Offsite Heavy‐duty Diesel 4 ‐‐1 ‐‐14.6 0.025 0.100 0.759 0.002 0.020 0.012 0.039 0.010 218.619
Concrete Material Loads e Offsite Heavy‐duty Diesel 3 ‐‐1 ‐‐40 0.051 0.204 1.559 0.004 0.042 0.025 0.079 0.020 449.218
Worker Commute f Offsite Light‐duty Auto/Truck 20 ‐‐1 ‐‐24.8 0.035 1.477 0.140 0.003 0.051 0.021 0.329 0.082 330.961
AC Paving (Sub Base) and Concrete Paving
Grader 30000 lbs Construction Equipment 1 ‐‐110‐‐1.281 6.195 13.049 0.008 0.733 0.674 ‐‐ ‐‐816.410
25 Ton Vibrating Roller Construction Equipment 1 ‐‐110‐‐0.426 2.548 3.940 0.003 0.290 0.267 ‐‐ ‐‐344.849
2 Ton Flatbed Crew Truck e Offsite Heavy‐duty Diesel 4 ‐‐1 ‐‐14.6 0.025 0.100 0.759 0.002 0.020 0.012 0.039 0.010 218.619
Concrete Material Loads e Offsite Heavy‐duty Diesel 3 ‐‐1 ‐‐40 0.051 0.204 1.559 0.004 0.042 0.025 0.079 0.020 449.218
Fugitive Dust i Aggregates 146 tons 1 ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐2.958 0.448 ‐‐
Worker Commute f Offsite Light‐duty Auto/Truck 20 ‐‐1 ‐‐24.8 0.035 1.477 0.140 0.003 0.051 0.021 0.329 0.082 330.961
AC Paving (Bituminous Stabilizer) and Concrete Paving
3000 Gal Tanker Onsite Heavy‐duty Diesel 1 ‐‐1 ‐‐40 0.179 0.441 1.826 0.003 0.028 0.021 79.685 7.968 300.573
Tractor Truck 380 hp Offsite Heavy‐duty Diesel 1 ‐‐1 ‐‐14.6 0.006 0.025 0.190 0.001 0.005 0.003 0.010 0.002 54.655
2 Ton Flatbed Crew Truck e Offsite Heavy‐duty Diesel 4 ‐‐1 ‐‐14.6 0.025 0.100 0.759 0.002 0.020 0.012 0.039 0.010 218.619
Concrete Material Loads e Offsite Heavy‐duty Diesel 3 ‐‐1 ‐‐40 0.051 0.204 1.559 0.004 0.042 0.025 0.079 0.020 449.218
Worker Commute f Offsite Light‐duty Auto/Truck 20 ‐‐1 ‐‐24.8 0.035 1.477 0.140 0.003 0.051 0.021 0.329 0.082 330.961
AC Paving (Plant Mix AC Paving) and Concrete Paving
Paving Machine 130 hp Construction Equipment 1 ‐‐110‐‐0.387 3.203 4.493 0.005 0.223 0.205 ‐‐ ‐‐524.853
10 Ton Steel Roller Construction Equipment 1 ‐‐110‐‐0.426 2.548 3.940 0.003 0.290 0.267 ‐‐ ‐‐344.849
12 Ton Pneumatic Roller Construction Equipment 1 ‐‐110‐‐0.426 2.548 3.940 0.003 0.290 0.267 ‐‐ ‐‐344.849
2 Ton Flatbed Crew Truck e Offsite Heavy‐duty Diesel 4 ‐‐1 ‐‐14.6 0.025 0.100 0.759 0.002 0.020 0.012 0.039 0.010 218.619
Concrete Material Loads e Offsite Heavy‐duty Diesel 1 ‐‐1 ‐‐40 0.017 0.068 0.520 0.001 0.014 0.008 0.026 0.007 149.739
Fugitive Dust i Aggregates 61 tons 1 ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐0.000 0.000 ‐‐
Worker Commute f Offsite Light‐duty Auto/Truck 20 ‐‐1 ‐‐24.8 0.035 1.477 0.140 0.003 0.051 0.021 0.329 0.082 330.961
AC Paving (Place Concrete) and Concrete Paving
2 Ton Flatbed Crew Truck e Offsite Heavy‐duty Diesel 5 ‐‐1 ‐‐14.6 0.031 0.124 0.949 0.003 0.025 0.015 0.048 0.012 273.274
Concrete Material Loads e Offsite Heavy‐duty Diesel 1 ‐‐1 ‐‐40 0.017 0.068 0.520 0.001 0.014 0.008 0.026 0.007 149.739
Fugitive Dust j Paving 0.0376 acres 1 ‐‐ ‐‐0.099 ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐
Worker Commute f Offsite Light‐duty Auto/Truck 20 ‐‐1 ‐‐24.8 0.035 1.477 0.140 0.003 0.051 0.021 0.329 0.082 330.961
Miles per Day c
Emissions (lbs/day) d
Equipment / Vehicle List a Quantity a Hours per Day b
Number of Days
Used aEquipment / Vehicle Type
Quantity
Units
EN0717151040SAC Page 1 of 7
TABLE A‐2
Construction Emissions
Palo Alto Dewatering Building Project
Sitework
Earthwork (Test Pits and Survey)
Cat 420 E
Pickup e
Worker Commute f
Earthwork (Rough Grading and Survey)
Cat D 6
Pickup e
Grader Cat 140M 17
Fugitive Dust g
Worker Commute f
Earthwork (Mass Excavation and Survey)
Cat D 6
Pickup e
Water Truck
Grader Cat 140M 17
Scraper Cat 621 G
Fugitive Dust h
Worker Commute f
AC Paving (Fine Grade Roadway) and Concrete Paving
Grader 30000 lbs
2 Ton Flatbed Crew Truck e
Concrete Material Loads e
Fugitive Dust g
Worker Commute f
AC Paving (Sidewalk/Drive Concrete) and Concrete Paving
Vibraplate
2 Ton Flatbed Crew Truck e
Concrete Material Loads e
Worker Commute f
AC Paving (Base Course) and Concrete Paving
Grader 30000 lbs
25 Ton Vibrating Roller
Dozer 300 hp
1.5 CY Loader
Water Truck
2 Ton Flatbed Crew Truck e
Concrete Material Loads e
Worker Commute f
AC Paving (Sub Base) and Concrete Paving
Grader 30000 lbs
25 Ton Vibrating Roller
2 Ton Flatbed Crew Truck e
Concrete Material Loads e
Fugitive Dust i
Worker Commute f
AC Paving (Bituminous Stabilizer) and Concrete Paving
3000 Gal Tanker
Tractor Truck 380 hp
2 Ton Flatbed Crew Truck e
Concrete Material Loads e
Worker Commute f
AC Paving (Plant Mix AC Paving) and Concrete Paving
Paving Machine 130 hp
10 Ton Steel Roller
12 Ton Pneumatic Roller
2 Ton Flatbed Crew Truck e
Concrete Material Loads e
Fugitive Dust i
Worker Commute f
AC Paving (Place Concrete) and Concrete Paving
2 Ton Flatbed Crew Truck e
Concrete Material Loads e
Fugitive Dust j
Worker Commute f
Equipment / Vehicle List a VOC CO NOx SOx PM10_Exhaust PM2.5_Exhaust PM10_Fugitive PM2.5_Fugitive
0.000 0.003 0.004 0.000 0.000 0.000 ‐‐ ‐‐0.371
0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.034
0.000 0.001 0.000 0.000 0.000 0.000 0.000 0.000 0.300
0.001 0.004 0.012 0.000 0.000 0.000 ‐‐ ‐‐0.908
0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.034
0.001 0.006 0.013 0.000 0.001 0.001 ‐‐ ‐‐0.741
‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐0.004 0.001 ‐‐
0.000 0.001 0.000 0.000 0.000 0.000 0.000 0.000 0.300
0.000 0.002 0.006 0.000 0.000 0.000 ‐‐ ‐‐0.454
0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.015
0.000 0.000 0.000 0.000 0.000 0.000 0.005 0.000 0.017
0.001 0.003 0.007 0.000 0.000 0.000 ‐‐ ‐‐0.370
0.001 0.007 0.011 0.000 0.000 0.000 ‐‐ ‐‐0.880
‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐0.033 0.007 ‐‐
0.000 0.001 0.000 0.000 0.000 0.000 0.000 0.000 0.150
0.001 0.003 0.007 0.000 0.000 0.000 ‐‐ ‐‐0.370
0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.099
0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.068
‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐0.000 0.000 ‐‐
0.000 0.001 0.000 0.000 0.000 0.000 0.000 0.000 0.150
0.000 0.000 0.000 0.000 0.000 0.000 ‐‐ ‐‐0.020
0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.099
0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.068
0.000 0.001 0.000 0.000 0.000 0.000 0.000 0.000 0.150
0.001 0.003 0.007 0.000 0.000 0.000 ‐‐ ‐‐0.370
0.000 0.001 0.002 0.000 0.000 0.000 ‐‐ ‐‐0.156
0.001 0.004 0.008 0.000 0.000 0.000 ‐‐ ‐‐0.658
0.000 0.001 0.004 0.000 0.000 0.000 ‐‐ ‐‐0.363
0.000 0.000 0.000 0.000 0.000 0.000 0.005 0.000 0.017
0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.099
0.000 0.000 0.001 0.000 0.000 0.000 0.000 0.000 0.204
0.000 0.001 0.000 0.000 0.000 0.000 0.000 0.000 0.150
0.001 0.003 0.007 0.000 0.000 0.000 ‐‐ ‐‐0.370
0.000 0.001 0.002 0.000 0.000 0.000 ‐‐ ‐‐0.156
0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.099
0.000 0.000 0.001 0.000 0.000 0.000 0.000 0.000 0.204
‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐0.001 0.000 ‐‐
0.000 0.001 0.000 0.000 0.000 0.000 0.000 0.000 0.150
0.000 0.000 0.001 0.000 0.000 0.000 0.040 0.004 0.136
0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.025
0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.099
0.000 0.000 0.001 0.000 0.000 0.000 0.000 0.000 0.204
0.000 0.001 0.000 0.000 0.000 0.000 0.000 0.000 0.150
0.000 0.002 0.002 0.000 0.000 0.000 ‐‐ ‐‐0.238
0.000 0.001 0.002 0.000 0.000 0.000 ‐‐ ‐‐0.156
0.000 0.001 0.002 0.000 0.000 0.000 ‐‐ ‐‐0.156
0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.099
0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.068
‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐0.000 0.000 ‐‐
0.000 0.001 0.000 0.000 0.000 0.000 0.000 0.000 0.150
0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.124
0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.068
0.000 ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐
0.000 0.001 0.000 0.000 0.000 0.000 0.000 0.000 0.150
Emissions (tons/project) d CO2 Emissions (metric
tons/project) d
EN0717151040SAC Page 2 of 7
TABLE A‐2
Construction Emissions
Palo Alto Dewatering Building Project
VOC CO NOx SOx PM10_Exhaust PM2.5_Exhaust PM10_Fugitive PM2.5_Fugitive CO2Miles per Day c
Emissions (lbs/day) d
Equipment / Vehicle List a Quantity a Hours per Day b
Number of Days
Used aEquipment / Vehicle Type
Quantity
Units
Buried 4" DIP (Excavation), Buried 6" DIP (Excavation), Buried 6" PVC
(Excavation), Copper Pipe (Excavation), and Buried HDPE 2" (Excavation)
Cat 320 DL Construction Equipment 1 ‐‐310‐‐0.488 4.312 5.573 0.007 0.274 0.252 ‐‐ ‐‐691.629
Cat 416E Construction Equipment 1 ‐‐210‐‐0.430 3.047 4.111 0.004 0.316 0.291 ‐‐ ‐‐408.761
Fugitive Dust h Onsite Cut/Fill 930 yd3 3 ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐36.584 7.609 ‐‐
Worker Commute f Offsite Light‐duty Auto/Truck 20 ‐‐3 ‐‐24.8 0.035 1.477 0.140 0.003 0.051 0.021 0.329 0.082 330.961
Buried 4" DIP (Backfill Pipe Zone), Buried 6" DIP (Backfill Pipe Zone), Buried 6"
PVC (Backfill Pipe Zone), Copper Pipe (Backfill Pipe Zone), and Buried HDPE 2"
(Backfill Pipe Zone)
Cat 320 DL Construction Equipment 1 ‐‐310‐‐0.488 4.312 5.573 0.007 0.274 0.252 ‐‐ ‐‐691.629
Loader Cat 938 H Construction Equipment 1 ‐‐310‐‐0.624 2.305 8.119 0.008 0.277 0.255 ‐‐ ‐‐799.451
Roller Bomag BW65H e Construction Equipment 2 ‐‐310‐‐0.710 4.247 6.566 0.006 0.483 0.445 ‐‐ ‐‐574.749
Pipe Bedding Material Loads e Offsite Heavy‐duty Diesel 2 ‐‐2 ‐‐40 0.034 0.136 1.040 0.003 0.028 0.016 0.053 0.013 299.478
Offhaul Loads Offsite Heavy‐duty Diesel 1 ‐‐1 ‐‐40 0.017 0.068 0.520 0.001 0.014 0.008 0.026 0.007 149.739
Cat 416E Construction Equipment 1 ‐‐210‐‐0.430 3.047 4.111 0.004 0.316 0.291 ‐‐ ‐‐408.761
Fugitive Dust h Offsite Cut/Fill 88 yd3 3 ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐12.962 2.696 ‐‐
Worker Commute f Offsite Light‐duty Auto/Truck 20 ‐‐3 ‐‐24.8 0.035 1.477 0.140 0.003 0.051 0.021 0.329 0.082 330.961
Buried 4" DIP (Backfill Above Pipe Zone) and Buried 6" DIP (Backfill Above Pipe
Zone)
Loader 950H Construction Equipment 1 ‐‐210‐‐0.624 2.305 8.119 0.008 0.277 0.255 ‐‐ ‐‐799.451
Water Truck Onsite Heavy‐duty Diesel 1 ‐‐2 ‐‐5 0.022 0.055 0.228 0.000 0.003 0.003 9.961 0.996 37.572
50" Vibratory Roller Construction Equipment 1 ‐‐210‐‐0.426 2.548 3.940 0.003 0.290 0.267 ‐‐ ‐‐344.849
Pipe Bedding Material Loads e Offsite Heavy‐duty Diesel 15 ‐‐2 ‐‐40 0.255 1.022 7.797 0.021 0.209 0.123 0.397 0.099 2,246.089
Offhaul Loads e Offsite Heavy‐duty Diesel 6 ‐‐2 ‐‐40 0.094 0.375 2.859 0.008 0.077 0.045 0.146 0.036 823.566
Fugitive Dust h Offsite Cut/Fill 41 yd3 2 ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐0.000 0.000 ‐‐
Worker Commute f Offsite Light‐duty Auto/Truck 20 ‐‐2 ‐‐24.8 0.035 1.477 0.140 0.003 0.051 0.021 0.329 0.082 330.961
Buried 4" DIP (Pipe Installations), Buried 6" DIP (Pipe Installations), Buried 6"
PVC (Pipe Installations), Copper Pipe (Pipe Installations), and Buried HDPE 2"
(Pipe Installations)
Cat 416E Construction Equipment 1 ‐‐810‐‐0.430 3.047 4.111 0.004 0.316 0.291 ‐‐ ‐‐408.761
2 Ton Flatbed Crew Truck e Offsite Heavy‐duty Diesel 2 ‐‐13 ‐‐14.6 0.011 0.042 0.321 0.001 0.009 0.005 0.016 0.004 92.493
Rammax Construction Equipment 1 ‐‐810‐‐0.426 2.548 3.940 0.003 0.290 0.267 ‐‐ ‐‐344.849
Cat 320 DL Construction Equipment 1 ‐‐13 10 ‐‐0.488 4.312 5.573 0.007 0.274 0.252 ‐‐ ‐‐691.629
Loader Cat 938 H Construction Equipment 1 ‐‐13 10 ‐‐0.624 2.305 8.119 0.008 0.277 0.255 ‐‐ ‐‐799.451
Pickup e Offsite Light‐duty Truck 1 ‐‐13 ‐‐14.6 0.002 0.061 0.006 0.000 0.002 0.001 0.010 0.003 11.679
66" Vibratory Roller e Construction Equipment 1 ‐‐13 10 ‐‐0.459 2.744 4.243 0.004 0.312 0.287 ‐‐ ‐‐371.376
Worker Commute f Offsite Light‐duty Auto/Truck 20 ‐‐13 ‐‐24.8 0.035 1.477 0.140 0.003 0.051 0.021 0.329 0.082 330.961
Buried 4" DIP (Tie in Existing) and 48" Manholes
Cat 416E Construction Equipment 1 ‐‐110‐‐0.430 3.047 4.111 0.004 0.316 0.291 ‐‐ ‐‐408.761
2 Ton Flatbed Crew Truck e Offsite Heavy‐duty Diesel 2 ‐‐1 ‐‐14.6 0.012 0.050 0.379 0.001 0.010 0.006 0.019 0.005 109.310
Rammax Construction Equipment 1 ‐‐110‐‐0.426 2.548 3.940 0.003 0.290 0.267 ‐‐ ‐‐344.849
Crane 30 Ton Construction Equipment 1 ‐‐110‐‐0.900 3.731 10.664 0.007 0.484 0.445 ‐‐ ‐‐732.781
Cat 320 DL Construction Equipment 1 ‐‐110‐‐0.488 4.312 5.573 0.007 0.274 0.252 ‐‐ ‐‐691.629
Loader Cat 938 H Construction Equipment 1 ‐‐110‐‐0.624 2.305 8.119 0.008 0.277 0.255 ‐‐ ‐‐799.451
Pickup Offsite Light‐duty Truck 1 ‐‐1 ‐‐14.6 0.001 0.057 0.006 0.000 0.002 0.001 0.010 0.002 10.845
66" Vibratory Roller Construction Equipment 1 ‐‐110‐‐0.426 2.548 3.940 0.003 0.290 0.267 ‐‐ ‐‐344.849
Worker Commute f Offsite Light‐duty Auto/Truck 20 ‐‐1 ‐‐24.8 0.035 1.477 0.140 0.003 0.051 0.021 0.329 0.082 330.961
Sitework Maximum 3.960 25.267 47.414 0.044 2.141 1.941 80.141 14.830 4,582.487
Dewatering Building
Crane and 24" Thick Slab
150 Ton Crane e Construction Equipment 1 ‐‐40 10 ‐‐0.900 3.731 10.664 0.007 0.484 0.445 ‐‐ ‐‐732.781
2 Ton Flatbed Crew Truck e Offsite Heavy‐duty Diesel 3 ‐‐67 ‐‐14.6 0.021 0.083 0.634 0.002 0.017 0.010 0.032 0.008 182.727
Concrete Pump Construction Equipment 1 ‐‐510‐‐0.836 4.828 6.137 0.008 0.445 0.445 ‐‐ ‐‐778.780
Concrete Material Loads Offsite Heavy‐duty Diesel 1 ‐‐67 ‐‐40 0.017 0.068 0.520 0.001 0.014 0.008 0.026 0.007 149.739
Fugitive Dust g Disturbed Surface 0.18 acres 67 ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐0.026 0.005 ‐‐
Fugitive Dust i Aggregates 513 tons 67 ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐0.156 0.024 ‐‐
Worker Commute f Offsite Light‐duty Auto/Truck 20 ‐‐67 ‐‐24.8 0.035 1.477 0.140 0.003 0.051 0.021 0.329 0.082 330.961
Crane, 12" Straight Walls, 24" Straight Walls, Concrete Stairs, and Masonry 8"
Walls
150 Ton Crane e Construction Equipment 1 ‐‐30 10 ‐‐0.900 3.731 10.664 0.007 0.484 0.445 ‐‐ ‐‐732.781
2 Ton Flatbed Crew Truck e Offsite Heavy‐duty Diesel 18 ‐‐46 ‐‐14.6 0.109 0.436 3.328 0.009 0.089 0.053 0.170 0.042 958.836
Concrete Pump e Construction Equipment 2 ‐‐610‐‐1.533 8.851 11.250 0.015 0.817 0.817 ‐‐ ‐‐1,427.764
Concrete Material Loads e Offsite Heavy‐duty Diesel 2 ‐‐46 ‐‐40 0.034 0.136 1.040 0.003 0.028 0.016 0.053 0.013 299.478
Fugitive Dust i Aggregates 421 tons 46 ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐0.186 0.028 ‐‐
Worker Commute f Offsite Light‐duty Auto/Truck 20 ‐‐46 ‐‐24.8 0.035 1.477 0.140 0.003 0.051 0.021 0.329 0.082 330.961
Crane and 12" Elevated Slab
150 Ton Crane e Construction Equipment 1 ‐‐30 10 ‐‐0.900 3.731 10.664 0.007 0.484 0.445 ‐‐ ‐‐732.781
EN0717151040SAC Page 3 of 7
TABLE A‐2
Construction Emissions
Palo Alto Dewatering Building Project
Equipment / Vehicle List a
Buried 4" DIP (Excavation), Buried 6" DIP (Excavation), Buried 6" PVC
(Excavation), Copper Pipe (Excavation), and Buried HDPE 2" (Excavation)
Cat 320 DL
Cat 416E
Fugitive Dust h
Worker Commute f
Buried 4" DIP (Backfill Pipe Zone), Buried 6" DIP (Backfill Pipe Zone), Buried 6"
PVC (Backfill Pipe Zone), Copper Pipe (Backfill Pipe Zone), and Buried HDPE 2"
(Backfill Pipe Zone)
Cat 320 DL
Loader Cat 938 H
Roller Bomag BW65H e
Pipe Bedding Material Loads e
Offhaul Loads
Cat 416E
Fugitive Dust h
Worker Commute f
Buried 4" DIP (Backfill Above Pipe Zone) and Buried 6" DIP (Backfill Above Pipe
Zone)
Loader 950H
Water Truck
50" Vibratory Roller
Pipe Bedding Material Loads e
Offhaul Loads e
Fugitive Dust h
Worker Commute f
Buried 4" DIP (Pipe Installations), Buried 6" DIP (Pipe Installations), Buried 6"
PVC (Pipe Installations), Copper Pipe (Pipe Installations), and Buried HDPE 2"
(Pipe Installations)
Cat 416E
2 Ton Flatbed Crew Truck e
Rammax
Cat 320 DL
Loader Cat 938 H
Pickup e
66" Vibratory Roller e
Worker Commute f
Buried 4" DIP (Tie in Existing) and 48" Manholes
Cat 416E
2 Ton Flatbed Crew Truck e
Rammax
Crane 30 Ton
Cat 320 DL
Loader Cat 938 H
Pickup
66" Vibratory Roller
Worker Commute f
Sitework Maximum
Dewatering Building
Crane and 24" Thick Slab
150 Ton Crane e
2 Ton Flatbed Crew Truck e
Concrete Pump
Concrete Material Loads
Fugitive Dust g
Fugitive Dust i
Worker Commute f
Crane, 12" Straight Walls, 24" Straight Walls, Concrete Stairs, and Masonry 8"
Walls
150 Ton Crane e
2 Ton Flatbed Crew Truck e
Concrete Pump e
Concrete Material Loads e
Fugitive Dust i
Worker Commute f
Crane and 12" Elevated Slab
150 Ton Crane e
VOC CO NOx SOx PM10_Exhaust PM2.5_Exhaust PM10_Fugitive PM2.5_Fugitive
Emissions (tons/project) d CO2 Emissions (metric
tons/project) d
0.001 0.006 0.008 0.000 0.000 0.000 ‐‐ ‐‐0.941
0.000 0.003 0.004 0.000 0.000 0.000 ‐‐ ‐‐0.371
‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐0.055 0.011 ‐‐
0.000 0.002 0.000 0.000 0.000 0.000 0.000 0.000 0.450
0.001 0.006 0.008 0.000 0.000 0.000 ‐‐ ‐‐0.941
0.001 0.003 0.012 0.000 0.000 0.000 ‐‐ ‐‐1.088
0.001 0.006 0.010 0.000 0.001 0.001 ‐‐ ‐‐0.782
0.000 0.000 0.001 0.000 0.000 0.000 0.000 0.000 0.272
0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.068
0.000 0.003 0.004 0.000 0.000 0.000 ‐‐ ‐‐0.371
‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐0.019 0.004 ‐‐
0.000 0.002 0.000 0.000 0.000 0.000 0.000 0.000 0.450
0.001 0.002 0.008 0.000 0.000 0.000 ‐‐ ‐‐0.725
0.000 0.000 0.000 0.000 0.000 0.000 0.010 0.001 0.034
0.000 0.003 0.004 0.000 0.000 0.000 ‐‐ ‐‐0.313
0.000 0.001 0.008 0.000 0.000 0.000 0.000 0.000 2.038
0.000 0.000 0.003 0.000 0.000 0.000 0.000 0.000 0.747
‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐0.000 0.000 ‐‐
0.000 0.001 0.000 0.000 0.000 0.000 0.000 0.000 0.300
0.002 0.012 0.016 0.000 0.001 0.001 ‐‐ ‐‐1.483
0.000 0.000 0.002 0.000 0.000 0.000 0.000 0.000 0.545
0.002 0.010 0.016 0.000 0.001 0.001 ‐‐ ‐‐1.251
0.003 0.028 0.036 0.000 0.002 0.002 ‐‐ ‐‐4.078
0.004 0.015 0.053 0.000 0.002 0.002 ‐‐ ‐‐4.714
0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.069
0.003 0.018 0.028 0.000 0.002 0.002 ‐‐ ‐‐2.190
0.000 0.010 0.001 0.000 0.000 0.000 0.002 0.001 1.952
0.000 0.002 0.002 0.000 0.000 0.000 ‐‐ ‐‐0.185
0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.050
0.000 0.001 0.002 0.000 0.000 0.000 ‐‐ ‐‐0.156
0.000 0.002 0.005 0.000 0.000 0.000 ‐‐ ‐‐0.332
0.000 0.002 0.003 0.000 0.000 0.000 ‐‐ ‐‐0.314
0.000 0.001 0.004 0.000 0.000 0.000 ‐‐ ‐‐0.363
0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.005
0.000 0.001 0.002 0.000 0.000 0.000 ‐‐ ‐‐0.156
0.000 0.001 0.000 0.000 0.000 0.000 0.000 0.000 0.150
0.031 0.201 0.344 0.000 0.018 0.016 0.179 0.031 38.306
0.018 0.075 0.213 0.000 0.010 0.009 ‐‐ ‐‐13.295
0.001 0.003 0.021 0.000 0.001 0.000 0.001 0.000 5.553
0.002 0.012 0.015 0.000 0.001 0.001 ‐‐ ‐‐1.766
0.001 0.002 0.017 0.000 0.000 0.000 0.001 0.000 4.551
‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐0.001 0.000 ‐‐
‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐0.005 0.001 ‐‐
0.001 0.049 0.005 0.000 0.002 0.001 0.011 0.003 10.058
0.014 0.056 0.160 0.000 0.007 0.007 ‐‐ ‐‐9.972
0.003 0.010 0.077 0.000 0.002 0.001 0.004 0.001 20.006
0.005 0.027 0.034 0.000 0.002 0.002 ‐‐ ‐‐3.886
0.001 0.003 0.024 0.000 0.001 0.000 0.001 0.000 6.249
‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐0.004 0.001 ‐‐
0.001 0.034 0.003 0.000 0.001 0.000 0.008 0.002 6.906
0.014 0.056 0.160 0.000 0.007 0.007 ‐‐ ‐‐9.972
EN0717151040SAC Page 4 of 7
TABLE A‐2
Construction Emissions
Palo Alto Dewatering Building Project
VOC CO NOx SOx PM10_Exhaust PM2.5_Exhaust PM10_Fugitive PM2.5_Fugitive CO2Miles per Day c
Emissions (lbs/day) d
Equipment / Vehicle List a Quantity a Hours per Day b
Number of Days
Used aEquipment / Vehicle Type
Quantity
Units
2 Ton Flatbed Crew Truck e Offsite Heavy‐duty Diesel 14 ‐‐45 ‐‐14.6 0.086 0.344 2.627 0.007 0.071 0.042 0.134 0.033 756.666
Concrete Pump Construction Equipment 1 ‐‐510‐‐0.836 4.828 6.137 0.008 0.445 0.445 ‐‐ ‐‐778.780
Concrete Material Loads Offsite Heavy‐duty Diesel 1 ‐‐45 ‐‐40 0.017 0.068 0.520 0.001 0.014 0.008 0.026 0.007 149.739
Fugitive Dust i Aggregates 203 tons 45 ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐0.092 0.014 ‐‐
Worker Commute f Offsite Light‐duty Auto/Truck 20 ‐‐45 ‐‐24.8 0.035 1.477 0.140 0.003 0.051 0.021 0.329 0.082 330.961
Crane and Elevated 12" Walls
150 Ton Crane e Construction Equipment 1 ‐‐12 10 ‐‐0.900 3.731 10.664 0.007 0.484 0.445 ‐‐ ‐‐732.781
2 Ton Flatbed Crew Truck e Offsite Heavy‐duty Diesel 15 ‐‐22 ‐‐14.6 0.095 0.380 2.898 0.008 0.078 0.046 0.148 0.037 834.728
Concrete Pump Construction Equipment 1 ‐‐310‐‐0.836 4.828 6.137 0.008 0.445 0.445 ‐‐ ‐‐778.780
Concrete Material Loads Offsite Heavy‐duty Diesel 1 ‐‐22 ‐‐40 0.017 0.068 0.520 0.001 0.014 0.008 0.026 0.007 149.739
Fugitive Dust i Aggregates 98 tons 22 ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐0.090 0.014 ‐‐
Worker Commute f Offsite Light‐duty Auto/Truck 20 ‐‐22 ‐‐24.8 0.035 1.477 0.140 0.003 0.051 0.021 0.329 0.082 330.961
Structural Steel, Metal Decking, Metal Screens, and Metal Stairs
2 Ton Flatbed Crew Truck e Offsite Heavy‐duty Diesel 2 ‐‐52 ‐‐14.6 0.014 0.057 0.434 0.001 0.012 0.007 0.022 0.006 125.075
Welder e Construction Equipment 1 ‐‐52 10 ‐‐1.000 3.504 3.206 0.005 0.253 0.253 ‐‐ ‐‐369.065
90 Ton Crane Construction Equipment 1 ‐‐710‐‐0.900 3.731 10.664 0.007 0.484 0.445 ‐‐ ‐‐732.781
Worker Commute f Offsite Light‐duty Auto/Truck 20 ‐‐52 ‐‐24.8 0.035 1.477 0.140 0.003 0.051 0.021 0.329 0.082 330.961
Steel Trusses
90 Ton Crane Construction Equipment 1 ‐‐53 10 ‐‐0.900 3.731 10.664 0.007 0.484 0.445 ‐‐ ‐‐732.781
Welder Construction Equipment 1 ‐‐53 10 ‐‐0.703 2.462 2.253 0.003 0.178 0.178 ‐‐ ‐‐259.343
2 Ton Flatbed Crew Truck e Offsite Heavy‐duty Diesel 1 ‐‐53 ‐‐14.6 0.007 0.026 0.200 0.001 0.005 0.003 0.010 0.003 57.748
Worker Commute f Offsite Light‐duty Auto/Truck 20 ‐‐53 ‐‐24.8 0.035 1.477 0.140 0.003 0.051 0.021 0.329 0.082 330.961
Waterproofing
2 Ton Flatbed Crew Truck Offsite Heavy‐duty Diesel 1 ‐‐14 ‐‐14.6 0.006 0.025 0.190 0.001 0.005 0.003 0.010 0.002 54.655
Worker Commute f Offsite Light‐duty Auto/Truck 20 ‐‐14 ‐‐24.8 0.035 1.477 0.140 0.003 0.051 0.021 0.329 0.082 330.961
BUR Roofing and Skylights
2 Ton Flatbed Crew Truck e Offsite Heavy‐duty Diesel 2 ‐‐5 ‐‐14.6 0.011 0.045 0.342 0.001 0.009 0.005 0.017 0.004 98.379
Worker Commute f Offsite Light‐duty Auto/Truck 20 ‐‐5 ‐‐24.8 0.035 1.477 0.140 0.003 0.051 0.021 0.329 0.082 330.961
Doors and Windows
2 Ton Flatbed Crew Truck Offsite Heavy‐duty Diesel 1 ‐‐45 ‐‐14.6 0.006 0.025 0.190 0.001 0.005 0.003 0.010 0.002 54.655
Worker Commute f Offsite Light‐duty Auto/Truck 20 ‐‐45 ‐‐24.8 0.035 1.477 0.140 0.003 0.051 0.021 0.329 0.082 330.961
Finishes Painting
Pickup Offsite Light‐duty Truck 1 ‐‐10 ‐‐14.6 0.001 0.057 0.006 0.000 0.002 0.001 0.010 0.002 10.845
Worker Commute f Offsite Light‐duty Auto/Truck 20 ‐‐10 ‐‐24.8 0.035 1.477 0.140 0.003 0.051 0.021 0.329 0.082 330.961
Bridge Cranes
2 Ton Flatbed Crew Truck Offsite Heavy‐duty Diesel 1 ‐‐10 ‐‐14.6 0.006 0.025 0.190 0.001 0.005 0.003 0.010 0.002 54.655
Forklift Construction Equipment 1 ‐‐10 10 ‐‐0.286 1.579 2.442 0.002 0.204 0.188 ‐‐ ‐‐198.399
Worker Commute f Offsite Light‐duty Auto/Truck 20 ‐‐10 ‐‐24.8 0.035 1.477 0.140 0.003 0.051 0.021 0.329 0.082 330.961
HVAC
2 Ton Flatbed Crew Truck e Offsite Heavy‐duty Diesel 6 ‐‐10 ‐‐14.6 0.035 0.142 1.081 0.003 0.029 0.017 0.055 0.014 311.532
Boom Truck Construction Equipment 1 ‐‐10 10 ‐‐0.900 3.731 10.664 0.007 0.484 0.445 ‐‐ ‐‐732.781
Worker Commute f Offsite Light‐duty Auto/Truck 20 ‐‐10 ‐‐24.8 0.035 1.477 0.140 0.003 0.051 0.021 0.329 0.082 330.961
Cassions
40 Ton Crane Construction Equipment 1 ‐‐10 10 ‐‐0.900 3.731 10.664 0.007 0.484 0.445 ‐‐ ‐‐732.781
Hammer 22k ft‐lb Construction Equipment 1 ‐‐10 10 ‐‐0.472 2.668 4.053 0.003 0.342 0.314 ‐‐ ‐‐332.408
Drill Rig Truck Mount e Construction Equipment 5 ‐‐98 10 ‐‐2.061 12.128 31.067 0.051 0.912 0.839 ‐‐ ‐‐5,375.199
Offhaul Loads Offsite Heavy‐duty Diesel 1 ‐‐49 ‐‐40 0.017 0.068 0.520 0.001 0.014 0.008 0.026 0.007 149.739
Worker Commute f Offsite Light‐duty Auto/Truck 20 ‐‐98 ‐‐24.8 0.035 1.477 0.140 0.003 0.051 0.021 0.329 0.082 330.961
Dewatering Building Maximum 3.484 20.073 46.443 0.066 1.802 1.628 0.737 0.166 6,921.087
Process Equipment
Elevated Platform, Piping, Belt Conveyor, Cake Bins, Polymer Pumps and
Equipment, Belt Filter Press, Scum Concentrator, and Hot Water Systems
2 Ton Flatbed Crew Truck e Offsite Heavy‐duty Diesel 7 ‐‐60 ‐‐14.6 0.041 0.165 1.259 0.003 0.034 0.020 0.064 0.016 362.544
Forklift Construction Equipment 1 ‐‐60 10 ‐‐0.286 1.579 2.442 0.002 0.204 0.188 ‐‐ ‐‐198.399
Worker Commute f Offsite Light‐duty Auto/Truck 20 ‐‐60 ‐‐24.8 0.035 1.477 0.140 0.003 0.051 0.021 0.329 0.082 330.961
Process Equipment Maximum 0.362 3.221 3.840 0.009 0.289 0.229 0.393 0.098 891.903
Electrical
Electrical Allowances (Lighting and Power), Transformer, MCC 2500 A, Electrical
Panels, Transformer 2000 kVA, Generator, and I & C Allowance
2 Ton Flatbed Crew Truck e Offsite Heavy‐duty Diesel 9 ‐‐30 ‐‐14.6 0.056 0.224 1.708 0.005 0.046 0.027 0.087 0.022 491.893
Wire and Conduit Construction Equipment 1 ‐‐30 10 ‐‐0.472 2.668 4.053 0.003 0.342 0.314 ‐‐ ‐‐332.408
Worker Commute f Offsite Light‐duty Auto/Truck 20 ‐‐30 ‐‐24.8 0.035 1.477 0.140 0.003 0.051 0.021 0.329 0.082 330.961
Electrical Maximum 0.563 4.369 5.900 0.011 0.438 0.362 0.416 0.104 1,155.262
EN0717151040SAC Page 5 of 7
TABLE A‐2
Construction Emissions
Palo Alto Dewatering Building Project
Equipment / Vehicle List a
2 Ton Flatbed Crew Truck e
Concrete Pump
Concrete Material Loads
Fugitive Dust i
Worker Commute f
Crane and Elevated 12" Walls
150 Ton Crane e
2 Ton Flatbed Crew Truck e
Concrete Pump
Concrete Material Loads
Fugitive Dust i
Worker Commute f
Structural Steel, Metal Decking, Metal Screens, and Metal Stairs
2 Ton Flatbed Crew Truck e
Welder e
90 Ton Crane
Worker Commute f
Steel Trusses
90 Ton Crane
Welder
2 Ton Flatbed Crew Truck e
Worker Commute f
Waterproofing
2 Ton Flatbed Crew Truck
Worker Commute f
BUR Roofing and Skylights
2 Ton Flatbed Crew Truck e
Worker Commute f
Doors and Windows
2 Ton Flatbed Crew Truck
Worker Commute f
Finishes Painting
Pickup
Worker Commute f
Bridge Cranes
2 Ton Flatbed Crew Truck
Forklift
Worker Commute f
HVAC
2 Ton Flatbed Crew Truck e
Boom Truck
Worker Commute f
Cassions
40 Ton Crane
Hammer 22k ft‐lb
Drill Rig Truck Mount e
Offhaul Loads
Worker Commute f
Dewatering Building Maximum
Process Equipment
Elevated Platform, Piping, Belt Conveyor, Cake Bins, Polymer Pumps and
Equipment, Belt Filter Press, Scum Concentrator, and Hot Water Systems
2 Ton Flatbed Crew Truck e
Forklift
Worker Commute f
Process Equipment Maximum
Electrical
Electrical Allowances (Lighting and Power), Transformer, MCC 2500 A, Electrical
Panels, Transformer 2000 kVA, Generator, and I & C Allowance
2 Ton Flatbed Crew Truck e
Wire and Conduit
Worker Commute f
Electrical Maximum
VOC CO NOx SOx PM10_Exhaust PM2.5_Exhaust PM10_Fugitive PM2.5_Fugitive
Emissions (tons/project) d CO2 Emissions (metric
tons/project) d
0.002 0.008 0.059 0.000 0.002 0.001 0.003 0.001 15.445
0.002 0.012 0.015 0.000 0.001 0.001 ‐‐ ‐‐1.766
0.000 0.002 0.012 0.000 0.000 0.000 0.001 0.000 3.056
‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐0.002 0.000 ‐‐
0.001 0.033 0.003 0.000 0.001 0.000 0.007 0.002 6.755
0.005 0.022 0.064 0.000 0.003 0.003 ‐‐ ‐‐3.989
0.001 0.004 0.032 0.000 0.001 0.001 0.002 0.000 8.330
0.001 0.007 0.009 0.000 0.001 0.001 ‐‐ ‐‐1.060
0.000 0.001 0.006 0.000 0.000 0.000 0.000 0.000 1.494
‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐0.001 0.000 ‐‐
0.000 0.016 0.002 0.000 0.001 0.000 0.004 0.001 3.303
0.000 0.001 0.011 0.000 0.000 0.000 0.001 0.000 2.950
0.026 0.091 0.083 0.000 0.007 0.007 ‐‐ ‐‐8.705
0.003 0.013 0.037 0.000 0.002 0.002 ‐‐ ‐‐2.327
0.001 0.038 0.004 0.000 0.001 0.001 0.009 0.002 7.806
0.024 0.099 0.283 0.000 0.013 0.012 ‐‐ ‐‐17.616
0.019 0.065 0.060 0.000 0.005 0.005 ‐‐ ‐‐6.235
0.000 0.001 0.005 0.000 0.000 0.000 0.000 0.000 1.388
0.001 0.039 0.004 0.000 0.001 0.001 0.009 0.002 7.956
0.000 0.000 0.001 0.000 0.000 0.000 0.000 0.000 0.347
0.000 0.010 0.001 0.000 0.000 0.000 0.002 0.001 2.102
0.000 0.000 0.001 0.000 0.000 0.000 0.000 0.000 0.223
0.000 0.004 0.000 0.000 0.000 0.000 0.001 0.000 0.751
0.000 0.001 0.004 0.000 0.000 0.000 0.000 0.000 1.116
0.001 0.033 0.003 0.000 0.001 0.000 0.007 0.002 6.755
0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.049
0.000 0.007 0.001 0.000 0.000 0.000 0.002 0.000 1.501
0.000 0.000 0.001 0.000 0.000 0.000 0.000 0.000 0.248
0.001 0.008 0.012 0.000 0.001 0.001 ‐‐ ‐‐0.900
0.000 0.007 0.001 0.000 0.000 0.000 0.002 0.000 1.501
0.000 0.001 0.005 0.000 0.000 0.000 0.000 0.000 1.413
0.005 0.019 0.053 0.000 0.002 0.002 ‐‐ ‐‐3.324
0.000 0.007 0.001 0.000 0.000 0.000 0.002 0.000 1.501
0.005 0.019 0.053 0.000 0.002 0.002 ‐‐ ‐‐3.324
0.002 0.013 0.020 0.000 0.002 0.002 ‐‐ ‐‐1.508
0.101 0.594 1.522 0.003 0.045 0.041 ‐‐ ‐‐238.939
0.000 0.002 0.013 0.000 0.000 0.000 0.001 0.000 3.328
0.002 0.072 0.007 0.000 0.002 0.001 0.016 0.004 14.712
0.264 1.579 3.118 0.005 0.130 0.113 0.107 0.025 475.937
0.001 0.005 0.038 0.000 0.001 0.001 0.002 0.000 9.867
0.009 0.047 0.073 0.000 0.006 0.006 ‐‐ ‐‐5.400
0.001 0.044 0.004 0.000 0.002 0.001 0.010 0.002 9.007
0.011 0.097 0.115 0.000 0.009 0.007 0.012 0.003 24.274
0.001 0.003 0.026 0.000 0.001 0.000 0.001 0.000 6.694
0.007 0.040 0.061 0.000 0.005 0.005 ‐‐ ‐‐4.523
0.001 0.022 0.002 0.000 0.001 0.000 0.005 0.001 4.504
0.008 0.066 0.089 0.000 0.007 0.005 0.006 0.002 15.721
EN0717151040SAC Page 6 of 7
TABLE A‐2
Construction Emissions
Palo Alto Dewatering Building Project
Notes:
‐‐ = Parameter not required for computing emissions.
a Unless otherwise noted, Equipment / Vehicle List provided by J. DeWolf in 'Palo Alto Dewatering Building Equipment 6‐3‐15.xlsx' and it was conservatively assumed that one piece of each equipment / vehicle type would be used for multiple days during the subsequent phases of construction, as applicable.
b The Hours per Day were assumed based on the anticipated construction schedule.
c Miles per Day for vehicles were calculated as follows:
‐ For hauling type vehicles: 40 miles (20 x 2) per Section 4.5 of Appendix A of the CalEEMod User’s Guide (ENVIRON, 2013).
‐ For delivery type vehicles: 14.6 miles (7.3 x 2) per Table 4‐2 of Appendix D of the CalEEMod User’s Guide (ENVIRON, 2013); C‐NW value for an urban setting in the San Francisco Bay Area.
‐ For worker commutes: 24.8 miles (12.4 x 2) per Table 4‐2 of Appendix D of the CalEEMod User’s Guide (ENVIRON, 2013); H‐W value for an urban setting in the San Francisco Bay Area.
‐ For onsite vehicles: estimated to be 5 miles per day based on the size of the project site.
d The following conversion factors were used to estimate emissions:
e Quantities were adjusted to accommodate potential overlapping activities, using engineering judgment and the proposed schedule of construction activities.
f The quantity of Worker Commutes assumes a maximum of 10 vehicles accessing the site per day (for 20 vehicle trips per day), as provided in Section 1.8.2 of the Initial Study. Number of Days Used generally set equal to the longest duration for other equipment or vehicles used during the same construction activity.
g The areas disturbed were estimated based on data provided by J. DeWolf in '658394 Palo Alto Sludge Dewatering Detail 5‐21‐15.pdf', specifically looking at areas to be graded. Estimates were converted from ft2 and yd2 to acres using the above conversion factors.
h The cut/fill quantities were estimated based on data provided by J. DeWolf in '658394 Palo Alto Sludge Dewatering Detail 5‐21‐15.pdf', specifically looking at materials associated with backfill/compact and excavation activities. Quantities were assumed to be offsite when associated with a 'Haul spoils, offsite' activity.
i The aggregate quantities were estimated based on data provided by J. DeWolf in '658394 Palo Alto Sludge Dewatering Detail 5‐21‐15.pdf', specifically looking at materials associated with concrete and subbase activities. Estimates were converted from yd3 to tons using the above conversion factor.
j The paving area was estimated based on data provided by J. DeWolf in '658394 Palo Alto Sludge Dewatering Detail 5‐21‐15.pdf'. Estimate was converted from ft2to acres using the above conversion factor.
EN0717151040SAC Page 7 of 7
TABLE A‐3
Construction Equipment Emission Factors
Palo Alto Dewatering Building Project
Emission Factors from OFFROAD2011
VOC CO NOx SOx PM10 PM2.5 CO2
1.5 CY Loader Rubber Tired Loader 200 0.36 0.393 1.452 5.115 0.005 0.175 0.161 503.654
10 Ton Steel Roller Roller 81 0.38 0.628 3.755 5.806 0.005 0.428 0.393 508.199
12 Ton Pneumatic Roller Roller 81 0.38 0.628 3.755 5.806 0.005 0.428 0.393 508.199
25 Ton Vibrating Roller Roller 81 0.38 0.628 3.755 5.806 0.005 0.428 0.393 508.199
50" Vibratory Roller Roller 81 0.38 0.628 3.755 5.806 0.005 0.428 0.393 508.199
66" Vibratory Roller Roller 81 0.38 0.628 3.755 5.806 0.005 0.428 0.393 508.199
Cat 320 DL Excavator 163 0.38 0.358 3.158 4.081 0.005 0.201 0.185 506.495
Cat 416E Tractor/Loader/Backhoe 98 0.37 0.538 3.811 5.142 0.005 0.396 0.364 511.346
Cat 420 E Tractor/Loader/Backhoe 98 0.37 0.538 3.811 5.142 0.005 0.396 0.364 511.346
Cat D 6 Crawler Tractor 208 0.43 0.449 1.803 6.047 0.005 0.233 0.215 507.355
Crane 30 Ton Crane 226 0.29 0.623 2.582 7.381 0.005 0.335 0.308 507.155
Dozer 300 hp Crawler Tractor 300 0.43 0.398 2.744 5.279 0.005 0.205 0.188 510.339
Grader 30000 lbs Grader 175 0.41 0.810 3.916 8.250 0.005 0.464 0.426 516.131
Grader Cat 140M 17 Grader 175 0.41 0.810 3.916 8.250 0.005 0.464 0.426 516.131
Loader 950H Rubber Tired Loader 200 0.36 0.393 1.452 5.115 0.005 0.175 0.161 503.654
Loader Cat 938 H Rubber Tired Loader 200 0.36 0.393 1.452 5.115 0.005 0.175 0.161 503.654
Paving Machine 130 hp Paving Equipment 131 0.36 0.372 3.081 4.322 0.005 0.215 0.197 504.820
Rammax Roller 81 0.38 0.628 3.755 5.806 0.005 0.428 0.393 508.199
Roller Bomag BW65H Roller 81 0.38 0.628 3.755 5.806 0.005 0.428 0.393 508.199
Scraper Cat 621 G Scraper 362 0.48 0.452 3.606 5.757 0.005 0.232 0.214 506.350
Vibraplate Plate Compactor 8 0.43 0.661 3.469 4.142 0.008 0.161 0.161 568.299
150 Ton Crane Crane 226 0.29 0.623 2.582 7.381 0.005 0.335 0.308 507.155
40 Ton Crane Crane 226 0.29 0.623 2.582 7.381 0.005 0.335 0.308 507.155
90 Ton Crane Crane 226 0.29 0.623 2.582 7.381 0.005 0.335 0.308 507.155
Boom Truck Crane 226 0.29 0.623 2.582 7.381 0.005 0.335 0.308 507.155
Concrete Pump Pump 84 0.74 0.610 3.523 4.478 0.006 0.325 0.325 568.299
Drill Rig Truck Mount Bore/Drill Rig 206 0.50 0.193 1.133 2.902 0.005 0.085 0.078 502.128
Forklift Forklift 89 0.20 0.730 4.023 6.222 0.005 0.520 0.479 505.583
Hammer 22k ft‐lb Other General Industrial Equipment 88 0.34 0.716 4.045 6.144 0.005 0.518 0.476 503.944
Welder Welder 46 0.45 1.540 5.395 4.936 0.007 0.389 0.389 568.299
Wire and Conduit Other General Industrial Equipment 88 0.34 0.716 4.045 6.144 0.005 0.518 0.476 503.944
Notes:
a Equipment List provided by J. DeWolf in 'Palo Alto Dewatering Building Equipment 6‐3‐15.xlsx'.
b Equipment Categories selected to best align the CalEEMod default equipment types with the equipment expected for this project.
d Emission Factors taken as the default values for the year 2016 provided in Table 3.4 of Appendix D of the CalEEMod User's Guide (ENVIRON, 2013).
c Unless specifically noted in the Equipment List, Horsepower and Load Factors taken as the default, average values provided in Table 3.3 of Appendix D of the CalEEMod User's Guide (ENVIRON, 2013).
Emission Factors (g/bhp‐hr) d
Equipment List a Horsepower c
Load Factor
cEquipment Category b
EN0717151040SAC Page 1 of 1
TABLE A‐4
Construction Vehicle Emission Factors
Palo Alto Dewatering Building Project
Emission Factors from EMFAC2014 and AP‐42
VOC CO NOx SOx PM10 d PM2.5 d CO2 PM10 PM2.5
2 Ton Flatbed Crew Truck Offsite Heavy‐duty Diesel 0.193 0.773 5.895 0.016 0.158 0.093 1,698.043 0.300 0.075
3000 Gal Tanker Onsite Heavy‐duty Diesel 2.028 4.999 20.707 0.033 0.313 0.241 3,408.501 903.622 90.362
Concrete Material Loads Offsite Heavy‐duty Diesel 0.193 0.773 5.895 0.016 0.158 0.093 1,698.043 0.300 0.075
Offhaul Loads Offsite Heavy‐duty Diesel 0.193 0.773 5.895 0.016 0.158 0.093 1,698.043 0.300 0.075
Pipe Bedding Material Loads Offsite Heavy‐duty Diesel 0.193 0.773 5.895 0.016 0.158 0.093 1,698.043 0.300 0.075
Water Truck Onsite Heavy‐duty Diesel 2.028 4.999 20.707 0.033 0.313 0.241 3,408.501 903.622 90.362
Tractor Truck 380 hp Offsite Heavy‐duty Diesel 0.193 0.773 5.895 0.016 0.158 0.093 1,698.043 0.300 0.075
Worker Commute Offsite Light‐duty Auto/Truck 0.032 1.351 0.128 0.003 0.046 0.019 302.669 0.300 0.075
Pickup Offsite Light‐duty Truck 0.045 1.762 0.175 0.003 0.047 0.020 336.945 0.300 0.075
Vehicle Vehicle Class a
Exhaust Emission Factors (g/mile) b Road Emission Factors (g/mile) c
EN0717151040SAC Page 1 of 2
TABLE A‐4
Construction Vehicle Emission Factors
Palo Alto Dewatering Building Project
Notes:
a The vehicle classes are represented as follows:
Heavy‐duty Diesel:Assumed to be 100% HHDT, DSL values, per Section 4.5 of Appendix A of the CalEEMod User's Guide (Environ, 2013).
Light‐duty Truck:Assumed to be an average of LDT1, GAS and LDT2, GAS values.
Light‐duty Auto/Truck:Assumed to be 50% LDA, GAS; 25% LDT1, GAS; and 25% LDT2, GAS values, per Section 4.5 of Appendix A of the CalEEMod User's Guide (ENVIRON, 2013).
d The PM10 and PM2.5 emission factors include tire and brake wear.
Derivation of Paved Road Emission Factors
Parameter PM10 PM2.5
Average Weight a 2.4 2.4
k b 1 0.25
sL a 0.1 0.1
Emission Factor (g/mile) c 0.300 0.075
Notes:
a Average Weight and sL taken as the default value from CalEEMod for Santa Clara County.
b k taken from Table 13.2.1‐1 of Section 13.2.1 of AP‐42 (EPA, 2011).
c Emission factor calculated using Equation 1 from Section 13.2.1 of AP‐42 (EPA, 2011):
Emission Factor (g/mile) = k (g/mile) x [sL (g/m2)]0.91 x [Average Weight (tons)]1.02
Derivation of Unpaved Road Emission Factors
Parameter PM10 PM2.5
Mean Vehicle Weight a 16.5 16.5
Silt Content b 8.5 8.5
k c 1.5 0.15
a c 0.9 0.9
b c 0.45 0.45
P d 58 58
Emission Factor (g/mile) e 903.62 90.36
Notes:
a Mean vehicle weight assumes that heavy‐ and light‐duty trucks weigh an average of 16.5 tons.
b Silt content taken from Table 13.2.2‐1 of Section 13.2.2 of AP‐42 (EPA, 2006) for a Construction Site, Scraper Route; this value is consistent with the CalEEMod defaults.
c k, a, and b taken from Table 13.2.2‐2 of Section 13.2.2 of AP‐42 (EPA, 2006) for industrial roads.
d P taken as the CalEEMod default for the climate region of Santa Clara County
e Emission factor calculated using Equations 1a and 2 from Section 13.2.2 of AP‐42 (EPA, 2006):
Emission Factor (g/mile) = {k (lbs/mile) x [Silt Content (%) / 12]a x [Mean Vehicle Weight (tons) / 3]b} x [(365‐P) / 365] x 453.6 (g/lb)
c Paved and unpaved road emission factors were calculated using CalEEMod methodology, as described below.
b Exhaust Emission Factors from EMFAC2014 for Santa Clara County, calendar year 2016. EMFAC2007 Vehicle Categories were used. A speed of 40 mph was assumed for offsite, onroad vehicles, which is consistent with the CalEEMod
default. A speed of 5 mph was assumed for onsite, offroad vehicles. An average temperature of 64°F and humidity of 62% were used per Table B‐1 of CT‐EMFAC: A Computer Model to Estimate Transportation Project Emissions (UC Davis,
2007).
EN0717151040SAC Page 2 of 2
TABLE A‐5
Fugitive Dust Emission Factors
Palo Alto Dewatering Building Project
Emission Factors from WRAP Fugitive Dust Handbook
PM10 a PM2.5 b Units
0.110 0.023 ton/acre‐month
0.005 0.001 ton/acre‐day c
Onsite Cut/Fill d 0.059 0.012 ton/1,000 yd3
Offsite Cut/Fill d 0.220 0.046 ton/1,000 yd3
Aggregates e 0.020 0.003 lbs/ton
Notes:
d All cut/fill quantities were assumed to be handled and remain onsite, except those specifically labeled as "Haul spoils, offsite" in '658394 Palo Alto
Sludge Dewatering Detail 5‐21‐15.pdf', which was provided by J. DeWolf.
c Emission factor converted to units of ton/acre‐day assuming 22 construction days per month.
e Aggregate emission factors were calculated per the Debris Loading Equation of Section 4.4 of Appendix A of the CalEEMod User's Guide (ENVIRON,
2013).
Disturbed Surface
Activity
Emission Factors
a Unless otherwise noted, PM10 emission factors taken from Table A‐4 of Appendix A of the Software User's Guide: URBEMIS2007 for Windows (JSA,
2007).
b Unless otherwise noted, PM2.5 emissions assumed to be 20.8% of the PM10 emissions for construction fugitive dust sources per the Final ‐
Methodology to Calculate Particulate Matter (PM) 2.5 and PM 2.5 Significance Thresholds (SCAQMD, 2006).
EN0717151040SAC Page 1 of 1
TABLE A‐6
Paving Emission Factor
Palo Alto Dewatering Building Project
Emission Factors from CalEEMod
VOC Units
Paving a 2.620 lb/acre
Notes:
Emission Factor
Activity
a Emission factor from Section 4.8 of Appendix A of the CalEEMod User's Guide (ENVIRON, 2013).
EN0717151040SAC Page 1 of 1
Addendum Addressing Comments on the Proposed Mitigated Negative Declaration for the Palo Alto Regional Water Quality Control Plant Sludge Dewatering and Loadout Facility
This document has been prepared to address comments submitted on the proposed CEQA Mitigated
Negative Declaration for the Palo Alto RWQCP Sludge Dewatering and Loadout Facility. The proposed
Mitigated Negative Declaration and Initial Study were circulated for agency and public review for a 30-day
period beginning December 15, 2015, and a public hearing was conducted by the City of Palo Alto Planning
Commission on January 27, 2016, and the Mitigated Negative Declaration is being considered for adoption
by the City Council on March 21, 2016.
During this period, three comment letters were received (Attachment 1)
•January 13, 2016 from Herb Borock
•January 27, 2016 from Herb Borock
•February 20, 2016 from Herb Borock
Most of the comments provided in these three letters addressed similar topics, and for clarity the responses
below are grouped by topic. In some cases, text changes to the Initial Study are proposed in response to the
comments. Text changes are presented in this document using strikeout and underline format. The
proposed text changes add clarity to the discussion, but do not add new information of substantial
importance.
Odors
In his letter dated January 13, 2016, the commenter states that no objective information is provided in the
proposed Mitigated Negative Declaration demonstrating that odor impacts would be less than significant.
Additional detail is provided in both the January 27, 2016 and February 20, 2016 letters asking additional
questions about regulatory compliance in terms of dilution-to-threshold ratios and meeting California
Ambient Air Quality for hydrogen sulfide.
These questions were partially addressed for the January 27, 2016 Planning Commission meeting, in which
the following response was provided:
The potential for odor impacts was fully assessed in the Initial Study, with the conclusion that odor
levels would be “substantially less” than the Bay Area AQMD’s dilution-to-threshold (D/T) ratio of 5.
The exact D/T ratio was unquantified in the Initial Study because of some potential variations in the
exact control technology to be used. Notwithstanding this unquantified conclusion in the Initial
Study text, appropriate calculations were prepared as part of our record, and further refined in an
updated version of the odor control memo referenced by the commenter (dated August 4, 2015). As
reported in the memo, and in calculations performed at the time the Initial Study was prepared, the
proposed odor control technology would result in an expected D/T ratio of approximately 0.9 at the
property line. In addition, a more conservative model run was performed to assess a potential worst
case, which showed a maximum D/T ratio of approximately 1.5 at the property line. All calculations
were performed using the AERMOD dispersion model. These numbers support the Initial Study
conclusion that impacts would be less than significant.
This response addressed odors in general, but did not specifically address individual odor-causing
compounds such as hydrogen sulfide. Aggregate odors were determined to be below the applicable
threshold as described above – in other words, including the contributions of all odorous compounds. The
commenter requested information about the specific compounds that would generate odors – based on
sampling, odorous compounds are expected to include hydrogen sulfide, methyl mercaptan, carbonyl
ATTACHMENT H
sulfide, and dimethyl sulfide. In addition, the commenter asked specifically about hydrogen sulfide
emissions relative to the California Ambient Air Quality Standard of 0.03 parts per million. As part of the
odor control analysis, hydrogen sulfide concentrations were measured at the existing belt filter presses in
order to determine expected levels for the proposed project.1 Two samples were taken, with measurements
of 0.024 ppm and 0.021 ppm. Additional samples were taken at the sludge blending tank to form the basis
of the odor control system design. This odor control system is provided to treat high concentration odors
(from cake storage and sludge blend tank). Dispersion of the exhaust from the odor control facility and the
building exhaust (0.024 ppm) was modeled using AERMOD. The model results demonstrate that the
hydrogen sulfide concentration at the property line would be below the 0.03 ppm threshold and that odor
D/T would be below the 5 D/T requirement.
In order to provide clarification in response to these comments, the following text changes are proposed for
the Initial Study document in Section 3.3.2(e) – Would the project create objectionable odors affecting a
substantial number of people?
LESS-THAN-SIGNIFICANT IMPACT. The sludge dewatering and loadout facility would be a new source
of odor at the RWQCP. Odors would be generated at the proposed sludge dewatering and loadout
facility. Odorous compounds would include hydrogen sulfide, methyl mercaptan, carbonyl sulfide,
and dimethyl sulfide. In addition, changes to overall RWQCP sludge handling processes may affect
odor generation from other units that feed sludge to the new dewatering facility. Existing RWQCP
operations include odor-control treatments such as adding sodium hypochlorite to sludge prior to
storage. These practices would continue under the proposed project. The project also includes the
addition of an odor-control system, likely a two-stage system consisting of a biotrickling filter
followed by a mixed media adsorber. This type of system is proven to be effective in sharply
reducing the concentration of odorous substances in wastewater treatment facilities.
Odor is regulated by the BAAQMD (Regulation 7 – Odorous Substances) as a two-part process. First,
thresholds are triggered only if the BAAQMD receives odor complaints from at least 10 individuals in
a 90-day period. If sufficient complaints are received, then the generator must demonstrate that
odors at the property line are not odorous after dilution with four parts of odor-free air. In other
words, a dilution-to-threshold ratio (D/T) of no greater than 5 must be met. Air dispersion modeling
conducted for the project indicates that odors at the property line would be 0.9 D/T, which is
substantially less than the 5 D/T threshold. In addition, hydrogen sulfide concentrations at the
property line would be less than the California Ambient Air Quality Standards for hydrogen sulfide of
0.03 parts per million. Based on the expected performance of the odor-control system and the
results of dispersion modeling, odor impacts would be less than significant.
Greenhouse Gases
In his letters dated January 13, 2016, and January 27, 2016, the commenter states that the Mitigated
Negative Declaration omits greenhouse gas emissions from project operations. This question was addressed
for the January 27, 2016 Planning Commission meeting, in which the following response was provided:
The Initial Study discusses impacts from both project construction and operation in Section 3.7.2.
Given the extent of construction activities, impacts are quantified and compared to regional
greenhouse gas reduction strategies. Impacts from operation are negligible, and potential emission
sources – periodic testing of the backup generator and a nominal five truck trips per day – are
addressed qualitatively. Because the new facility would be powered by electricity, there is limited
onsite potential for greenhouse gas generation from equipment operations. In response to the
comment, we further examined the potential for impacts from equipment operations, focusing on
the potential for methane emissions from the new sludge handling process, and determined that
1 It should be noted that existing belt filter presses are in use at the Regional Water Quality Control Plant – in other words, the use of sludge
watering is not a “new” process at the plant although the proposed dewatering and loadout facility itself would be a new plant feature.
the biosolids residence time is so short that generation of biogenic methane is not expected. No
changes to the Initial Study are required. Also, it should be noted that this project is a significant
step in replacing the existing multiple hearth incinerators, which will substantially reduce overall
greenhouse gas emission from wastewater treatment operations.
This response also referenced a Greenhouse Gas Emissions Fact Sheet, dated August 2015, which described
overall greenhouse gas emissions at the Regional Water Quality Control Plant and recent efforts to decrease
emissions. In his letter dated February 20, 2016, the commenter asked several questions about the Fact
Sheet including missing data and future estimates. In response to these comments, the Fact Sheet has been
updated and is attached to this addendum (Attachment 2) for informational purposes. It should be noted
that the Fact Sheet presents general background information about the City’s efforts to reduce greenhouse
gas emissions at the plant, and was not used as reference material for the Mitigated Negative Declaration.
Future Components of the Biosolids Facility Plan/Cumulative Impacts
In all three of his comment letters, the commenter addresses future components of the City’s Biosolids
Facility Plan, including the potential for the City to treat biosolids using technologies such as gasification and
pyrolysis, and states that it is necessary to include a statement for each of these alternatives as to whether
those processes produce odor-causing pollutants or emit greenhouse gases. In addition, the commenter
discussed the Bay Area Biosolids-to-Energy (B2E) Coalition and its potential interests in a consolidated B2E
facility in one location. The City is a member of the Bay Area B2E Coalition, and is actively exploring
partnerships as well as onsite options. However, City staff are still in the process of developing future
components of the Biosolids Facility Master Plan, and at this time no additional components are ready for
detailed engineering or environmental consideration. Because future components of the Biosolids Facility
Plan are speculative, they do not need to be considered in the Mitigated Negative Declaration.
Landscaping and Visual Quality
In his comment letter dated January 13, 2016, the commenter requested additional information about views
from the adjacent former landfill site, southeast of the Regional Water Quality Control Plant. In response to
this comment, the City prepared a new visual simulation from the location requested by the commenter – a
high point in the adjacent landfill site – and shared this new simulation with the commenter and with the
Planning Commission at its January 27, 2016 meeting.
In his comment letter dated February 20, 2016, the commenter asked several additional questions about
landscaping and visual screening. These questions referenced prior landscaping on both the south and east
sides of the plant, and the potential for future landscaping to be successful consistent with the visual
simulations. It is important to note that it is not the City’s goal to completely screen all aspects of the plant
from all sides. In some cases, this would be undesirable. For example, area south of the plant, located next
to the future Byxbee Park, is currently reserved for a compost facility consistent with Measure E (2011) – the
City is not planning to augment landscaping to screening views from this area given the potential future use.
In addition, it is important to note that the environmental analysis must focus on the project at hand – the
proposed Sludge Dewatering and Loadout Facility. With regard to this project, the proposed new
landscaping has been selected by a licensed landscape architect to provide screening using native and non-
native plants that are known to thrive in the local climate. The proposed Mitigated Negative Declaration
does not need to address unrelated questions about Regional Water Pollution Control Plant landscaping.
Dewatered Sludge Storage Bins Capacity
In his letter dated February 20, 2016, the commenter noted the potential for emergencies to disrupt the
transport of solids for offsite disposal, and asked about the capacity of the proposed dewatered sludge
storage bins. The bins have a capacity sufficient for 2 days of storage, based on the engineering design
calculations. This comment on the design of the project does not affect the environmental impact
assessment.
Attachment 1
Attachment 2
GREENHOUSE GAS EMISSION PROJECTIONS
February 2016
RWQCP GHG Emission Components:
RWQCP Partner Cities = Mountain View, East Palo Alto Sanitary District, Los Altos, Los Altos Hills, and Stanford
Calculated using the Local Government Operations Protocol, version 1.1 & include both anthropogenic & biogenic emissions
Sewage sludge incinerator auxiliary gas & sludge combustion
Gas usage for office building comfort heating
Electricity usage (green electricity has no GHG emissions)
Wastewater treatment process fugitive GHG emissions
Baylands conversion of effluent total nitrogen
Landfill flare and fleet are not included in RWQCP GHG emissions as they are reported by other City Divisions
2018
Assumptions
2019 ‐ 2024
Assumptions
2025a
Assumptions
2025b
Assumptions
Emissions are
comparable
to 2015
Comfort heating gas usage is
approximately the same as 2014
Wastewater treatment process is the
same as in 2014
o Projected increases in population
& effluent nitrogen load
Sewage sludge incinerators
decommissioned; hauling dewatered
sewage sludge to Central Valley (closer
locations will be evaluated)
o Emissions from sludge
transportation included
o Emissions from disposal of sludge
after transport not included
o Emission estimates for sludge
disposal taken from the Biosolids
Facility Plan (CH2MHill, 2012)
Comfort heating gas usage is approximately the same as 2014
Sewage sludge treated onsite via mesophilic anaerobic
digestion with thermal hydrolysis and biogas‐fueled
combined heat & power with sidestream nutrient removal
treatment
o Emission estimates for sludge disposal taken from
the Biosolids Facility Plan (CH2MHill, 2012)
Wastewater treatment
process is the same as in
2015
o Projected
increases in
population &
effluent nitrogen
load
Wastewater treatment
expanded to total nitrogen
removal of 90% through
the RWQCP
o Projected
increases in
population &
effluent nitrogen
load
GREENHOUSE GAS EMISSIONS
FACTSHEET
February 2016
*GHG emissions are calculated using the Local Government Operations Protocol, version 1.1 & include both anthropogenic and biogenic emissions.
GHG emissions associated with electrical usage and the switch to green electricity are included in the above totals. Excluding the purchase of green
electricity, the RWQCP decreased its GHG emissions by 16% between 2005 and 2015.
The Regional Water Quality Control Plant (RWQCP) is one of the City of Palo Alto’s major greenhouse gas
(GHG) emitting facilities. Since 2005, the RWQCP has undertaken numerous initiatives to decrease GHG
emissions. These initiatives include purchasing green electricity, routinely tuning the sewage sludge
incinerators to decrease natural gas consumption, and utilizing landfill gas to further decrease natural gas
used in the sewage sludge incinerators. Since 2005, the RWQCP has reduced its GHG emissions by more than
40 percent. The RWQCP is dedicated to reducing its GHG footprint and has incorporated GHG emissions as a
key decision‐making factor as it plans for a new biosolids treatment process and anticipated nutrient removal
requirements.
ENERGY USE FACTSHEET
February 2016
The Regional Water Quality Control Plant (RWQCP) is the City of Palo Alto’s major energy consuming facility.
Since 2005, the RWQCP has undertaken numerous initiatives to decrease and switch to greener energy
options. These initiatives include purchasing green electricity, routinely tuning the sewage sludge incinerators
to decrease natural gas consumption, and utilizing landfill gas to further decrease natural gas used in the
sewage sludge incinerators. The RWQCP is dedicated to reducing its energy footprint and is planning
numerous projects and evaluations to do so (Table 1). The RWQCP has incorporated energy usage as a key
decision‐making factor as it prepares for expanded recycled water demand and anticipated nutrient removal
requirements.
Table 1: Summary of Future Energy Projects & Evaluations Anticipated to Occur Between 2016 & 2020
Energy Reduction Projects Energy Reduction Evaluations Future Energy Increase Projects
Decommission sewage sludge incinerator
Replace aeration basin diffuser
Install new controls (VFD) on motors
Trickling filter rehabilitation
New Pumping Plant rehabilitation
Install electrical meters and
load evaluations by process
area
Emerging technologies for
trickling filter and nitrification
optimization
New nutrient removal
treatment processes
Increased recycled water
production
Increased incoming
wastewater strength
ARCHITECTURAL REVIEW BOARD 1
February 18, 2016 2
3
VERBATIM MINUTES 4
5
6
DRAFT EXCERPT 7
8
9
Item No: 3: 2501 Embarcadero Way [File 15-PLN-00371]: Request by Public Works for Site 10
and Design Review of a New Two-Story, 7,500 Square Foot, 50-Foot Tall Building Designed to Handle 11
Sludge De-watering and Truck Load-outs, with Adjacent Stand-by Generator, Outdoor Equipment Area 12
and Landscaping Improvements to be Centrally Located on the Regional Water Quality Control Plant Site. 13
Environmental Assessment: A Draft Mitigated Negative Declaration Has Been Published and Circulated 14
for a 30-day Public Review and Comment Period. For more information contact, Project Planner Amy 15
French at amy.french@cityofpaloalto.org 16
17
Amy French: Good morning. Nice to be back. This application — I assume you already read the 18
description of it - this is the second public hearing on the project. It's proposed on a 25-acre site, the 19
Regional Water Quality Control Plant. I have on the screen an image that shows that it will be centrally 20
located. The Planning and Transportation Commission reviewed and recommended the project and the 21
Mitigated Negative Declaration on January 27th of this year. The ARB offered some guidance at a study 22
session in December and offered guidance on areas to focus on for the formal ARB. Here we are now. 23
Changes to the project since December are noted on the report on page 9, and they'll be covered by 24
Public Works staff in their presentation. This staff report provides draft architectural review approval 25
findings which are, of course, open to your review and edits. The ARB comments on the Mitigated 26
Negative Declaration, particularly the aesthetics section, are also welcome. Department approval 27
conditions are not yet finalized; they will be finalized prior to sending the report to the City Council. The 28
tentative date is March 21st. There is an error in the report that says February 22nd, and that is an 29
error. This report also outlines the Baylands Design Guidelines on report pages 10 and 11. The focus for 30
sites adjacent to the Baylands, which is the case for this site, is compatibility with Baylands aesthetics 31
and environment. Finally, this report contains sections on the project with respect to the Palo Alto 32
airport. This is on page 12, and this is mainly for the benefit of the public following concerns that were 33
brought up just prior to the Planning and Transportation Commission review. Also, there's a note about 34
the CEQA process regarding the adjustments that will be made to the Mitigated Negative Declaration, 35
clarifications basically for the Council review and action. I'll turn it over to Phil. 36
37
Phil Bobel: Thank you, Amy. Phil Bobel, Public Works Assistant Engineer. We've got some other people 38
with us today to answer questions and to help out. Jamie Allen is our Plant Manager. He's with us. 39
Padham [phonetic] is our Senior Engineer with us. Greg is our architect, and David is our design 40
engineer from CH2M. They're all here to help answer questions. Since we did have a study session on 41
this, I wasn't going to belabor sort of the project itself. Just a quick reminder, we need this dewatering 42
and truck off-haul facility so that we can phase out, eliminate the incinerator. That's the goal. For 43
several years, we'll be hauling this dewatered sludge probably to another sewage treatment plant while 44
we get our own digesters in place, which is the hoped for ultimate process for Palo Alto. I'll not go back 45
through what we did at the study session. A picture of our incinerator. This was the Long Term Facilities 46
Plan we did where we showed that brown area as the site for the replacement facilities for the 47
incinerator. That's exactly what we're doing now. You can see that there's kind of an open area right in 48
the upper center of the plant. That's where this facility is going. Here's the slide that Amy showed. It 49
has the building that we're talking about, our dewatering building, right with that big arrow as slightly 50
yellow. I'm going to just focus on the comments we got from you at the study session and how we've 51
responded to them, and then remind you of how it looks from the various sides. Some of those sides you 52
didn't have too comments on, but I'll go back through all of the looks, the four sides of the building. This 53
was our drawing showing the building from different perspectives. We didn't change that drawing. This 1
is in your packet. It points out where we did do new things in response to your comments. I'll go over 2
those, showing you the actual elevations now. First, I wanted to—we didn't do a good job, I don't think, 3
of explaining that just last year in 2015 we spent about $1 million on landscaping at the sewage 4
treatment plant. We didn't show you last time the outline of what was done there. Here's not a detailed 5
drawing obviously, but the work that we did and completed in 2015. A lot of new plantings, a new path 6
around the plant on the northeast side, and then a lot of internal work on the southwestern side. We'll 7
be talking more about that, because that's the entrance to our plant. That shows the details of the new 8
plants that were installed and the new features. There's the new sign that we put in front at the western 9
side of the facility, and the new artwork that's next to it on the right. That was part of the public art for 10
that project. There's some more of the public art that matched it with vines. We'll be talking more about 11
this vine. I personally like it and hope we incorporate some more of it, but we haven't chosen the plant 12
types. This is the elevation that you guys had most of the thoughts about last time. It's our west 13
elevation. As you enter the plant from the main entrance, this is the side of the building you see, the 14
western elevation. The main changes we've made since last time to try to add more interest to the 15
building are that second window, which is the upper window on the second story in the middle. That's 16
new, and it matches one that was in the original design on the right-hand side. That window is new. 17
These demarcation, those two lines, grooves in the concrete demarking the first and second stories is 18
new. The major new feature are the green screens. That's a product you've probably seen before that's 19
a green mesh and then vines. Whatever plants you choose can grow up that. I think that's a major 20
response to your concern that we do something more interesting with that side of the building. We're 21
excited about that. We agreed with you that something more was needed. Let's show you what—we 22
also had discussion about the concrete itself, what would that look like. This is what we'll be trying to 23
sort of match, because most of the existing concrete at the sewage treatment plant looks like this. This 24
is a shot of one of our existing buildings at the sewage treatment plant, and you can see we've used 25
those grooves. The 4 by 8 sheets weren't grooved, but they show an outline. The holes from the ties 26
are visible. They were filled but visible. This is kind of the look that the rest of the buildings have at the 27
sewage treatment plant and what we tried to achieve with the new building. Here's a shot looking from 28
the entrance. We're just inside the fence, looking east at the west elevation. There's some existing trees 29
which are in the middle and block part of the view of the building, so you don't see when you're this far 30
away quite as well those green screens. Of course, with actual plants on them, they'd be a darker green, 31
and they'd be more visible. That's what it looks like. The other thing last time when we were here, our 32
photos weren't as up-to-date as they should have been and didn't include our new landscaping in all 33
cases. This shows what it actually looks like now with the newer landscaping in front and some of our 34
new plantings. Again, this is new plantings that we would do, not the previous project but plants that we 35
would add with this project. You can see that there are three larger trees out in front, some other plants 36
on the western side, the down side of this building. Outside of our fence, there's another row of plants, 37
and we'll talk about that in a minute. Plants and trees that we'll be adding to the screening from the 38
eastern side of the plant. We'll see that in a minute. Here's the east elevation. That elevation didn't 39
change, and we didn't have any comments from you on the elevation itself. This shows, looking at that 40
east elevation from outside the plant, this shows photo shopped in what it would look like now. Where 41
that arrow points down and in front of the building is where these new plants would go that I showed 42
you on the other drawing. There they are again. It's that upper row of plants. They would be screening 43
better the building from the east side. Here's a picture on the right. This is a photo shopped rendering 44
of what we think it will look like in ten years after those plants achieve full height and grow up and would 45
hide the building sort of. This also shows—on the left-hand side, it's showing you the plants that we 46
added last year. On the right-hand side, the diagram is showing you the plants that we would add with 47
this project. It's been on three different slides, but those are those same plants on the right-hand side 48
that we would add this year. There's just a blown-up photo, again, photo shopped in showing after 10 49
years what we think that growth would look like and basically hide the east elevation of the building. The 50
north elevation changed. We had some vines shown, but we've now shown this green screen effect. 51
The west and the north elevation, it's the only place where you can kind of be in the plant and see two 52
elevations at once. You can be at that corner, and you can see the north and the west. We made an 53
effort here to tie those two together and to use that same green screen material and use the same either 1
vine or mixture of vines. We haven't chosen the plant types yet. Comments welcome on that. I didn't 2
show you from the north, from offsite the plant, because you can't see the north side from outside the 3
plant. There's another building blocking it. Our UV building blocks it. The south elevation we'll talk 4
about for a minute. Didn't get any comments from you on the elevation itself. I wanted to show you 5
what it looks like from the Baylands again. Here's looking from our Byxbee Park, the old landfill, which is 6
the open area on the eastern or right-hand side of this aerial. Those very small photos show you what it 7
would look like from those. Here they are blown up a bit. Our new building is visible; you see it best in 8
that central photo where the new building is photo shopped in the arrow on the left. These are shots 9
from various points at Byxbee Park. One of our commenters, Herb, raised—that's it again from that 10
lower elevation. Herb raised the point of what would it look like, though, from the very top of the park. 11
Those were taken down the hill closer to the building but not at a high elevation. Point E is the highest 12
point, 65 feet in elevation, at Byxbee Park. We went back and took a photo from there and photo 13
shopped our building in. On the left-hand side is the current look without our new building. On the 14
right-hand side, our new building is photo shopped in. Again, this is from 65 feet, and you're much 15
further from the sewage treatment plant now. You can see the Cor-Ten in the new building right here. 16
This is the new building here sticking up above our existing building. This is one of our existing buildings, 17
and then you see our new building sticking up where I've got the arrow right now. You get up higher, 18
and you do see more of the new building. That's all I was going to show you. We can come back to any 19
of those drawing needless to say as you have questions. 20
21
Chair Gooyer: I think we've got a pretty good handle on it. Thank you very much. I'll open it up to the 22
public. We have one card right at the moment, and that's for Herb Borock. Herb. 23
24
Herb Borock: How much time do I have, Chair? How much time do I have to speak? What's my—how 25
much time? 26
27
Chair Gooyer: That's fine. 28
29
Herb Borock: No, tell me. I don't have a number here. I need to know how much time I have to speak. 30
31
Chair Gooyer: Traditionally, you have 3 minutes. 32
33
Herb Borock: Okay, that's what I need to know. Thank you, Chair Gooyer. Just briefly on the 34
environmental in terms of greenhouse gases, the PowerPoint slide seemed to have gaps in years. I 35
would request that be filled in on missing years on 2006 and '07 and moving the explanatory text up in 36
years 2015 to 2018 so that you have a complete bar chart for the greenhouse gases. In terms of the 37
landscaping, even without the views that I requested, you can see from the south side views that that 38
landscaping that was installed a long time ago does not provide protection from existing parts of the 39
plant. Although we have nice simulations and a condition to maintain it, I don't know whether it's the 40
type of landscaping that's planted or the soil that it's in or what, but how can we get assurance that it will 41
do what we said it was going to do? I feel that recently there was an experiment planting some 42
evergreen, some eucalyptus and others, that didn't work out. Normally when you have a project just as 43
in the previous ones, you're willing to consider changing what it looks like in terms of bulk and mass to 44
meet your guidelines. Here, what's inside is really a given. You're looking at just a box to make look 45
better from the outside. When it goes to Council, I think that we need more explanation. Of course, this 46
is supposed to be the first component of a multi-component process. My first request in my mind was 47
why is the building so big. The existing filter presses I don't think are even labeled on the plans. I think 48
it's where the sludge dewatering and odor control equipment is, which would be next to where the public 49
will assemble for tours of the plant. Basically you're taking what's part of a continuous process and 50
making it a batch process for loading the trucks with the cake of the sludge. My question would be how 51
many truckloads of storage you would have on the roof considering possible disruptions either in the fact 52
that there's a movement away from having sludge being moved from one county to the other and that 53
the price of all the alternative places to use it keeps on going up. For the natural disaster like an 1
earthquake, if the transportation network isn't available, how much can you store in it? Right now it 2
would be two to three truckloads a day. At maximum capacity for the plant, it would be five truckloads a 3
day. How many truckloads can you put up there, and do you need more space? Thank you. 4
5
Chair Gooyer: Thank you. Could staff ... 6
7
Phil Bobel: I'll ask maybe Jamie to address how much storage we have. In the case of an emergency, 8
how long could we not truck the material? 9
10
Jamie Allen: Depending on if the bins were completely empty, we have 3 days of storage, and that 11
would get us through labor strikes, holidays when the hauler is not hauling and things like that. That 12
was the design we picked for how much storage. Three days of sludge storage. 13
14
Chair Gooyer: Any other questions? I'll bring it back to the Board. 15
16
Board Member Baltay: I do have a question, not about the sludge though. What is the proposed new 17
green screen? In more detail, what plant grows on it and how is it maintained? I see just the words 18
modular trellis system on the drawings, and it seems an important aesthetic feature. 19
20
Phil Bobel: I'm sorry. We were conferring. 21
22
Board Member Baltay: I'd like to know what the green screen feature is in more detail. What I see here 23
is the words trellis system, and I see a detail of the mechanical part of it, the green metal. What plant 24
grows on that? 25
26
Phil Bobel: One of the main ones that we're considering is that honeysuckle that I showed the picture of, 27
that we have on a different trellis. The plant folks want to consider this further. Here's the one that's 28
doing well right adjacent. It's this honeysuckle. It's got a red flower, really almost all of the year. 29
30
Chair Gooyer: Wynne, you had a comment or question? 31
32
Board Member Furth: I had a couple of questions. One was I read with interest the discussion about 33
odor control and ammonia formation and whatnot. I was looking at page 3-7 of the evaluation of 34
environmental impacts. It describes what the Air Quality Management District does, which is if you 35
complain enough times, it investigates. What's our own onsite protocol for dealing with possible error? I 36
realize people who work there, their noses become desensitized, but what's our process for making sure 37
this is not a source of objectionable odors? 38
39
Phil Bobel: We definitely test for H2S; that's the main thing you worry about, hydrogen sulfide gas. We 40
test to make sure it meets OSHA requirements regardless of the level of smell. There's two issues: 41
there's smell and there's actual harm. The OSHA requirement is based on harm. We test to make sure 42
that we're meeting the OSHA requirements for H2S onsite. We've been fortunate. We have sewage 43
sludge onsite that's undigested, that we're moving around currently. Having sewage sludge that's 44
undigested is not a new thing for us. We've been very fortunate we have very few complaints. I can't 45
even think when the last time we had a complaint was from the public, from somebody outside the 46
facility or our own people. Jamie, do you have any? 47
48
Jamie Allen: It's been years. 49
50
Phil Bobel: I shouldn't say we've been fortunate. I think we've done a good job. Therefore, we just 51
don't get complaints. 52
53
Board Member Furth: Do you have feasible options if odor problems do arise? The objection was you 1
can't just say it in an EIR or a Negative Dec rather that we'll figure that out if the time arises. Are you 2
confident there's adequate technology? 3
4
Phil Bobel: No, no. There's two systems that are designed to prevent an odor problem. Who's best to 5
describe that? Jamie, do you want to? 6
7
Jamie Allen: We have a bio-trickling filter to take the foul air and run it through like a wet media filter, 8
and the microorganisms break down, the hydrogen sulfide and any odorous compounds. Then it's 9
polished off with an activated carbon to bring down 99 percent in each unit to meet Air District 10
requirements. This is a tested design that the Air District will approve. 11
12
Board Member Furth: You're confident this isn't going to smell bad? 13
14
Jamie Allen: Right. 15
16
Board Member Furth: Thank you. 17
18
Chair Gooyer: Wynne, why don't you go ahead and start then? 19
20
Board Member Furth: Thank you for the new drawings and points of view. I wanted to talk about 21
landscaping. My colleagues are all trained to read drawings; I'm trained to read text. People who deal in 22
design often drive me berserk with their use of text. Just to start out, it says here that we're going to 23
have a use of drought-tolerant native and nonnative California plant materials. I didn't know if that 24
meant California plant materials that are native and not native to California or the more accurate 25
description would be you're going to use drought-tolerant materials. It has nothing to do with whether 26
they're native or nonnative. When I go on and read this, what you have is a little island of the South 27
Pacific here, or the big island. You've got New Zealand and Australia as your principal contributors, 28
generously assisted by South Africa and a little bit from the Mediterranean. Clearly this is not—we've just 29
had an interesting—which is lovely. I'm not arguing that you should undo the work you already did at 30
great expense, but it does seem to me that the way this is being presented to us is a little confusing. 31
Basically the plan here is what? It's not about California natives. As far as I can tell, it's not about great 32
habitat for local beetles and butterflies and moths. What is our philosophy here? Try and put it into the 33
Baylands plan. 34
35
Phil Bobel: I'd say there's a couple of main objectives. One main objective is to have something that's 36
going to be visually pleasing for a large percentage of the year, and it's going to be of a size that is going 37
to hide, frankly, as much of the facility as we can. That's a goal. To be drought-tolerant is a goal. When 38
you ... 39
40
Board Member Furth: To survive in the Baylands is a goal. 41
42
Phil Bobel: Yep. Those are our main objectives, and they don't always add up to—we don't always find 43
a native, that's why it says ... 44
45
Board Member Furth: I don't expect you to. I'm all in favor of that. Just I would prefer you didn't 46
reference it in the document as a goal. 47
48
Phil Bobel: I guess I'd call it a sub-goal. We want to try to maximize natives, but we've got these other 49
objectives, the size of the plant, looking good all year. We have to balance those objectives. 50
51
Board Member Furth: I think I understand that the landscape is described as open, serene and treeless, 52
clearly that's not going to do for screening of water treatment facilities. Clearly you have a well-53
established pattern there which involves the great California tradition of importing stuff from elsewhere. 1
I had two concerns. One was—I'm interested to hear from my colleagues on this—the shape of the 2
trellises or the screens that would hold up vines on the building itself didn't make a lot of sense to me. 3
When I was looking at the design, it seems to me that one of the more important views that's going to 4
be affected by this project is the one down the driveway. You've got a good picture of it; you showed it 5
to us. I forget which one it is. It focuses on rampant weeds in the front. Looking down the drive. 6
7
Phil Bobel: You mean the one looking down the driveway? 8
9
Board Member Furth: Yeah, exactly. That's identified in the description of the landscaping plan as one 10
of the areas of landscaping, but I didn't see any description of what was going to go there. It does seem 11
like an important—can you help me relate that picture to this drawing? 12
13
Phil Bobel: These are the new plants. 14
15
Jamie Allen: Phil, if you go back, those are not weeds. That's part of the $1 million landscaping. That's 16
a groundcover. That's all new groundcover. Those aren't weeds. 17
18
Board Member Furth: What is it? 19
20
Jamie Allen: I don't know the name of it. I'm not a plant person. It's not weeds; that's part of our new 21
landscaping. It's maintained by the city's ... 22
23
Phil Bobel: All of that is ... 24
25
Board Member Furth: Is this outside of the scope of this project, because your drawings start beyond 26
that? 27
28
Phil Bobel: Yes, they do. Our drawings start—I'll try to ... 29
30
Board Member Furth: What I'm getting at is it did not seem terribly well integrated. 31
32
Phil Bobel: The new ones are the ones that Amy's showing. They're right in front of the building. If you 33
want to go back, Amy, to the photo. All of that stuff is actually just beyond that very large, roundish tree 34
that's blocking the building, that tree. All that is ... 35
36
Board Member Furth: They won't be particularly visible from the street? 37
38
Phil Bobel: It won't be very visible from the street except for the green screen itself. You can see the 39
green screen is surrounding that one doorway. That'll be the most visible thing from the street. The 40
new plants won't be very visible at all from the street. Of course, remember this is a dead-end street. 41
The only people that will be here will be people coming into the sewage treatment plant. 42
43
Board Member Furth: This is the entry? 44
45
Phil Bobel: Yes. 46
47
Board Member Furth: You're planting Arbutus unedo, and you're planting a lot of other—I guess you're 48
planting ... 49
50
Phil Bobel: The planting that you see in front ... 51
52
Board Member Furth: That's picking up on the plants you already have on the site elsewhere. Is that 1
right? 2
3
Phil Bobel: Yes. It's integrated in. It's done by the same landscape architect, Siegfried. It was planned 4
in conjunction with one another. The green that you see here, except for the tall eucalyptus trees, is all 5
new. It was all part of the $1 million project that went through ARB about 2 years ago and was finished 6
last year. 7
8
Board Member Furth: My comment was going to be that it would be good if the new landscaping 9
integrated with this, and you had a sense of the whole thing fitting together. I can't tell that from the 10
plans that we have. It's hard ... 11
12
Phil Bobel: I don't know how to make you feel better about that, except ... 13
14
Board Member Furth: That's okay. It's the way it is. You're thinking of putting bright orange on the 15
building itself, right? 16
17
Phil Bobel: You mean the Cor-Ten? 18
19
Board Member Furth: Yeah. No, no, bright orange plants, the cape honeysuckle. 20
21
Phil Bobel: The flowers are, I would call it reddish. 22
23
Board Member Furth: It's a beautiful plant. It has pulled down more than one of my fences. My 24
comments, I have nothing to say that would recommend that we change this. It seems to be an 25
approach which isn't particularly anticipated by the Baylands documents, but clearly one that's already 26
well established on this site. 27
28
Chair Gooyer: Peter. 29
30
Board Member Baltay: Thank you. I can support the project as it is. I'd like to make a couple of quick 31
notes. One is that I had been concerned—I think several Board Members were—about the Cor-Ten steel 32
possibly staining the concrete. I appreciate your detail. I'm going to read the number of the detail, it's 33
tricky, so staff can be sure that that's incorporated in the future. It's Detail 1080024. It shows the Cor-34
Ten screening set back behind a small concrete parapet which would keep water from draining down the 35
face of the building. I'm just trying to emphasize to planners when they review the drawings it's very 36
important that it be kept that way. There was a similar detail not shown in the drawings, but I'll assume 37
it's going to be designed in the same way. That's 1080023. It's referenced on the plans, but I don't see 38
it in the plan set. I'll take it on faith that it will be done that way. The elevations show the Cor-Ten—39
that's the parapet at the very top of the building. Again, it's imperative that that be set back from the 40
edge of the concrete. We'll, otherwise, just have a very unattractive thing. 41
42
Phil Bobel: We're tuned into that principle. Greg can speak to that if you'd like. 43
44
Board Member Baltay: No, I think we've done plenty of talking. I just want to be sure it's in the record, 45
so Amy and her staff have a chance at just catching it. There's a lot of paper here, and it's hard to find 46
that detail. I'm not in favor of the green trellis. I think that in concept it's a good idea, but I'm afraid in 47
execution it may end up being a dead plant. I think the building is fine looking for what it is without that 48
additional feature. If I can just as a means of comment say, I think it was my comment originally that 49
you have an opportunity. You have this big truck gate down the end of this long road driving in. You 50
can architecturally do something with it like a trellis or a canopy over the door. You could be playful, 51
make a mouth out of it. Any number of things that will just sort of say what you're doing here, be fun 52
about it. It wasn't intended to be something that is in any way you have to do. I think the building is 53
cleaner without the green trellis on it, but I can support it either way. That's all my comments. Thank 1
you. 2
3
Chair Gooyer: Kyu. 4
5
Board Member Kim: My only comment would be regarding the green screen. It just looks too slapped 6
on. I think the way that it's drawn in the drawings, there doesn't seem to be a rhyme or reason for 7
things like the shape of the curve and the distances that they are from one another as well as the 8
amount that it's held off from the ground. I agree that the building would probably look a lot cleaner 9
without it or possibly reverting back to some of the cable vine systems. I think with the new landscaping, 10
I don't think we're going to see a lot of that. Maybe the building can do without it. Even with it, I would 11
be okay with it as far as the approval process. Just wanted to also reiterate the thanks for the details, 12
especially the Cor-Ten steel and some of the areas and components where there was a little bit of clarity 13
lacking, but I think it's been clarified now. Thank you. 14
15
Vice Chair Lew: Thank you for the revisions to the project. Also I did want to give you kudos for all the 16
photo simulations. Those were some of the best that I've seen in a long, long time. They're very high 17
quality, and it's very important out in the Baylands. I want to say too I do also like all the landscaping 18
improvements on the Bay side of the project. I do go running and stuff back there, and that all looks 19
great. I'm not so crazy about the entrance view of your landscaping. I think other Board Members have 20
mentioned that. Again, as Wynne was saying, it's missing a big design idea. I understand you've got 21
native plants, and that's fine. I think what I'm missing is the entry statement, the big idea for the 22
entrance, and it shows. At the end of the cul de sac there, when you look there, there's a mess of 23
different signs. There's the artwork. You've got two different gates. There's an old light fixture there. 24
There's just a lot of clutter. I think that was the point that we were trying to get at last time. My only 25
real main objection to the project is the green screen as you have it presented. I'm not opposed to 26
green screen. It can get really cluttered. It can get ugly really quickly. If you start doing it in all sorts of 27
funny shapes and different sizes, it's actually really ugly. The cleaner installations I've seen of it are not 28
the green or the black, just the silver color, no edge—what do they call it? There's some sort of like side 29
panels to work with the architecture of the building which is the 4-foot concrete panel, the 4-foot 30
concrete module. I can't support the green and the curves and all of that as it's proposed, but I'm not 31
opposed to it. It depends on the vine. Some vines are okay with wires, but other vines need more 32
support. Whether you go with wire or a green screen, it's going to vary depending on the plant. It 33
seems to me you're doing two different things here. Most of the time when we use a green screen it's to 34
push something in the background. Cover it with green and let it just sort of fade into the background. 35
If you put a plant that has orange or red-orange vines on it, then it's actually popping it into the 36
foreground. It seems like this is not resolved aesthetically. I'm sure it's workable, but the big idea is lost 37
on me at the moment. I would like that to come back to the Board or subcommittee at some point. I 38
don't have any other objections to the project. 39
40
Chair Gooyer: Can I make a suggestion then? Seeing as how I think we're all sort of in that same 41
agreement, I think the green screen was taken a little bit too literally. Can I suggest—I agree that the 42
arch really has no relationship to anything. I'd be willing to approve it without that, and put the money 43
towards landscaping that's already there. I mean, is everybody willing to ... 44
45
Vice Chair Lew: You're saying just on the west? It's also on the north. 46
47
Chair Gooyer: No, just get rid of the screens altogether. 48
49
Vice Chair Lew: On both sides? 50
51
Chair Gooyer: Yeah, on both sides. 52
53
Board Member Baltay: is the applicant okay with that? 1
2
Phil Bobel: Sure. We need to move forward with this. I'm shocked, frankly, and personally disappointed 3
as we were looking forward to it at the plant. We need to move forward. If that's what you're going to 4
do ... 5
6
Chair Gooyer: I agree basically the same sort of thing is that Alex's interpretation is exactly right. 7
Usually you do that to sort of make something disappear. You're making it punch out. 8
9
Phil Bobel: I'm sorry to interrupt. I said we hadn't selected the plant type. If that's the comment, we 10
can select the plant type without ... 11
12
Chair Gooyer: No, no, that's just—hang on. The gist of it being just that I think it's an interesting 13
approach, but the building I think looks cleaner with just the Cor-Ten and the concrete rather than just 14
trying to impose another element. Also because of the fact that it's somewhat random with the curve the 15
way you have it and the problem is that if this was out in the middle of nowhere as you have the fern, as 16
you said—I should say the planting—this is right up against the building where people are going to be 17
walking, everything else, that I have a feeling it's going to end up, at least the lower 10 feet of it or so, 18
being a mess pretty soon rather than anything else. If I could get a motion from someone, I think we'd 19
all like to approve the building. My approach would be just to remove the green screen on the two sides, 20
but I'll leave that up to someone. Can I get a motion from someone? 21
22
MOTION 23
24
Board Member Baltay: Sure. I'll move that we approve the building as submitted with the exception that 25
the entire green screen feature is removed. 26
27
Chair Gooyer: Can I get a second? 28
29
Board Member Kim: I'll second that. 30
31
Chair Gooyer: All those in favor. Opposed. 32
33
Amy French: Sorry. Could you make reference to the architectural review findings in your motion? 34
35
Board Member Baltay: I thought I did when I said that we'll—they're all in the staff report, and I support 36
the findings the way they're worded in the staff report. 37
38
Chair Gooyer: It's 3-2. 39
40
Vice Chair Lew: I'm opposed. 41
42
Chair Gooyer: 3-2 or 4-1? Wynne? 43
44
Board Member Furth: 4-1. 45
46
MOTION PASSED: 4-1-0-0 47
48
Mail Processing Center
Federal Aviation Administration
Southwest Regional Office
Obstruction Evaluation Group
10101 Hillwood Parkway
Fort Worth, TX 76177
Aeronautical Study No.
2016-AWP-456-OE
Page 1 of 7
Issued Date: 02/18/2016
Tom Kapushinski
City of Palo Alto
Water Quality Control Plant
2501 Embarcadero Way
Palo Alto, CA 94303
** DETERMINATION OF NO HAZARD TO AIR NAVIGATION **
The Federal Aviation Administration has conducted an aeronautical study under the provisions of 49 U.S.C.,
Section 44718 and if applicable Title 14 of the Code of Federal Regulations, part 77, concerning:
Structure:Building Sludge Dewatering Bld.
Location:Palo Alto, CA
Latitude:37-27-08.00N NAD 83
Longitude:122-06-39.00W
Heights:12 feet site elevation (SE)
77 feet above ground level (AGL)
89 feet above mean sea level (AMSL)
This aeronautical study revealed that the structure would have no substantial adverse effect on the safe
and efficient utilization of the navigable airspace by aircraft or on the operation of air navigation facilities.
Therefore, pursuant to the authority delegated to me, it is hereby determined that the structure would not be a
hazard to air navigation provided the following condition(s) is(are) met:
As a condition to this Determination, the structure is marked/lighted in accordance with FAA Advisory circular
70/7460-1 L, Obstruction Marking and Lighting, red lights - Chapters 4,5(Red),&12.
It is required that FAA Form 7460-2, Notice of Actual Construction or Alteration, be e-filed any time the
project is abandoned or:
__X__ At least 10 days prior to start of construction (7460-2, Part 1)
__X__ Within 5 days after the construction reaches its greatest height (7460-2, Part 2)
See attachment for additional condition(s) or information.
The structure considered under this study lies in proximity to an airport and occupants may be subjected to
noise from aircraft operating to and from the airport.
Any height exceeding 77 feet above ground level (89 feet above mean sea level), will result in a substantial
adverse effect and would warrant a Determination of Hazard to Air Navigation.
ATTACHMENT J
Page 2 of 7
This determination expires on 08/18/2017 unless:
(a)the construction is started (not necessarily completed) and FAA Form 7460-2, Notice of Actual
Construction or Alteration, is received by this office.
(b)extended, revised, or terminated by the issuing office.
(c)the construction is subject to the licensing authority of the Federal Communications Commission
(FCC) and an application for a construction permit has been filed, as required by the FCC, within
6 months of the date of this determination. In such case, the determination expires on the date
prescribed by the FCC for completion of construction, or the date the FCC denies the application.
NOTE: REQUEST FOR EXTENSION OF THE EFFECTIVE PERIOD OF THIS DETERMINATION MUST
BE E-FILED AT LEAST 15 DAYS PRIOR TO THE EXPIRATION DATE. AFTER RE-EVALUATION
OF CURRENT OPERATIONS IN THE AREA OF THE STRUCTURE TO DETERMINE THAT NO
SIGNIFICANT AERONAUTICAL CHANGES HAVE OCCURRED, YOUR DETERMINATION MAY BE
ELIGIBLE FOR ONE EXTENSION OF THE EFFECTIVE PERIOD.
This determination is subject to review if an interested party files a petition that is received by the FAA on
or before March 19, 2016. In the event a petition for review is filed, it must contain a full statement of the
basis upon which it is made and be submitted to the Manager, Airspace Policy & Regulation, Federal Aviation
Administration, 800 Independence Ave, SW, Room 423, Washington, DC 20591.
This determination becomes final on March 29, 2016 unless a petition is timely filed. In which case, this
determination will not become final pending disposition of the petition. Interested parties will be notified of the
grant of any review. For any questions regarding your petition, please contact Airspace Regulations & ATC
Procedures Group via telephone -- 202-267-8783 - or facsimile 202-267-9328.
This determination is based, in part, on the foregoing description which includes specific coordinates, heights,
frequency(ies) and power. Any changes in coordinates, heights, and frequencies or use of greater power will
void this determination. Any future construction or alteration, including increase to heights, power, or the
addition of other transmitters, requires separate notice to the FAA.
This determination does include temporary construction equipment such as cranes, derricks, etc., which may be
used during actual construction of the structure. However, this equipment shall not exceed the overall heights as
indicated above. Equipment which has a height greater than the studied structure requires separate notice to the
FAA.
This determination concerns the effect of this structure on the safe and efficient use of navigable airspace
by aircraft and does not relieve the sponsor of compliance responsibilities relating to any law, ordinance, or
regulation of any Federal, State, or local government body.
Any failure or malfunction that lasts more than thirty (30) minutes and affects a top light or flashing obstruction
light, regardless of its position, should be reported immediately to (877) 487-6867 so a Notice to Airmen
(NOTAM) can be issued. As soon as the normal operation is restored, notify the same number.
This aeronautical study considered and analyzed the impact on existing and proposed arrival, departure, and
en route procedures for aircraft operating under both visual flight rules and instrument flight rules; the impact
on all existing and planned public-use airports, military airports and aeronautical facilities; and the cumulative
impact resulting from the studied structure when combined with the impact of other existing or proposed
Page 3 of 7
structures. The study disclosed that the described structure would have no substantial adverse effect on air
navigation.
An account of the study findings, aeronautical objections received by the FAA during the study (if any), and the
basis for the FAA's decision in this matter can be found on the following page(s).
If we can be of further assistance, please contact Karen McDonald, at (310) 725-6557. On any future
correspondence concerning this matter, please refer to Aeronautical Study Number 2016-AWP-456-OE.
Signature Control No: 278720416-282045534 ( DNH )
Mike Helvey
Manager, Obstruction Evaluation Group
Attachment(s)
Additional Information
Map(s)
Page 4 of 7
Additional information for ASN 2016-AWP-456-OE
The proposal, submitted by the City of Palo Alto, will construct a two-story building with stack to 77-ft above
ground level (agl)/89-ft above mean sea level (amsl) at the Regional Water Quality Control Plant, in Palo Alto,
California.
This site point is approximately 0.57 nautical miles southeast of the Palo Alto (PAO) airport reference point;
2,328 feet direct distance from the Runway 31 physical approach end, at this closest civilian public-use landing
area.
The PAO Field Elevation (FE) is 6 feet above mean sea level (amsl); Runway 31 physical approach end
elevation is 7 feet amsl. The site elevation of this proposed structure point is 12 feet amsl.
The structure height exceeds the obstruction standards of Title 14 Code of Federal Regulations (CFR) Part 77,
as follows:
Section 77.17(a)(3) - (TERPS criteria); would penetrate the PAO RWY 13 40:1 departure obstacle clearance
surface (OCS) in the Initial Climb Area (ICA) by 29 feet (less than 35 feet). Mitigation: The proposed
structure height would not require an increase in the existing published departure climb gradient (cg), nor
would it require an increase in departure weather minimums. It qualifies as a 'low close-in' obstacle penetration
with climb gradient termination altitude 200 feet or less above DER, and upon receipt from the sponsor of the
7460-2 Part 1, a note will be added to the 'Take-off Minimums and (Obstacle) Departure Procedures in the U.S.
Terminal Procedures publication.
Details of this proposal were not distributed for public aeronautical comment because current internal FAA
Obstruction Evaluation policy exempts structures that would exceed only the above-cited Section 77.17(a)(3)
standard by 35 feet or less.
FAA airspace evaluation has found that the adverse effect of this structure is known. The structure height does
not require a change to any existing instrument published climb gradient or departure weather minimums and
would not have a significant adverse effect on the TERPS criteria. FAA evaluation finds that the proposal
would not create substantial adverse effect on visual aeronautical operations or lessen the utility of the
navigable airspace overlying the site.
Existing obstacles and terrain control the development of future approach and departure Terminal Instrument
Procedures for PAO landing area. Therefore, no further attempt to negotiate the structure to a lower height was
considered necessary.
This does not affect the right to petition for review determinations regarding structures which exceed the subject
obstruction standards.
AERONAUTICAL STUDY FOR POSSIBLE EFFECT UPON THE OPERATION OF AN AIR
NAVIGATION AID:
- None.
AERONAUTICAL STUDY FOR POSSIBLE INSTRUMENT FLIGHT RULES (IFR) EFFECT DISCLOSED
THE FOLLOWING:
Page 5 of 7
- The proposal would have no effect on any existing or proposed IFR arrival/departure routes, operations, or
procedures.
- The proposal would have no effect on any existing or proposed IFR en route routes, operations, or procedures.
- The proposal would have no effect on any existing or proposed IFR minimum flight altitudes.
AERONAUTICAL STUDY FOR POSSIBLE VISUAL FLIGHT RULES (VFR) EFFECT DISCLOSED THE
FOLLOWING:
- The proposal would have no effect on any existing or proposed VFR arrival or departure routes, operations or
procedures.
- The proposal would not conflict with airspace required to conduct normal VFR traffic pattern operations
at any known civilian public use or military airports, including PAO. The proposal does not penetrate the
maneuvering area associated with VFR Traffic Pattern operations at PAO. Aircraft at normal Traffic Pattern
altitudes and standard rates of descent have reasonable clearance above this structure.
- The proposal would not penetrate those altitudes normally considered available to airmen for VFR en route
flight.
The cumulative impact of the proposed structure, when combined with other existing structures is not
considered significant. Study did not disclose any adverse effect on existing or proposed civilian public-use or
military airports or navigational facilities. Nor would the proposal affect the capacity of any known existing or
planned civilian public-use or military airport.
Therefore, it is determined that the proposed construction would not have a substantial adverse effect on the
safe and efficient utilization of the navigable airspace by aircraft or on any air navigation facility and would not
be a hazard to air navigation.
This determination, issued in accordance with Part 77, concerns the effect of the proposal on the safe and
efficient use of the navigable airspace by aircraft and does not relieve the sponsor of any compliance
responsibilities relating to laws, ordinances, or regulations of any Federal, state, or local governmental bodies.
Determinations, which are issued in accordance with Part 77, do not supersede or override any state, county, or
local laws, avigation easements, or ordinances, or local zoning maximum heights.
Page 6 of 7
TOPO Map for ASN 2016-AWP-456-OE
Page 7 of 7
Sectional Map for ASN 2016-AWP-456-OE
ATTACHMENT K
ATTACHMENT L
Attachment M
Project Plans
(Hard copies for City Council Only)
http://www.cityofpaloalto.org/civicax/filebank/documents/50224
City of Palo Alto (ID # 6359)
City Council Staff Report
Report Type: Informational Report Meeting Date: 3/21/2016
City of Palo Alto Page 1
Summary Title: Annual Review "Mayfield" Development Agreement
Title: 2014 - 2015 Annual Review of Compliance with the "Mayfield"
Development Agreement with Stanford University
From: City Manager
Lead Department: Planning and Community Environment
RECOMENDATION
This is an informational report and no Council action is required.
EXECUTIVE SUMMARY
The “Mayfield” Development Agreement with Stanford University adopted in 2005 requires City
Council review of Stanford’s compliance with the agreement on an annual basis. This report
covers activities during the fiscal year 2014-2015.
BACKGROUND
In May of 2005, the City Council entered into an agreement with Stanford University which
grants rights to Stanford for certain specified development subject to the limitations and
conditions in the agreement. The general terms under the agreement are as follows:
Stanford will lease the Mayfield Site at the corner of Page Mill Road and El Camino Real
to the City for fifty-one years for use by the City as a public soccer complex.
The City, in turn, grants to Stanford the right to demolish and relocate 300,000 square
feet of existing office development located at 2450, 2470 and 2500 El Camino Real and
at 1451, 1501, and 1601 California Avenue, and build 250 dwelling units on the
redeveloped sites.
Stanford will have the right to use the 300,000 square feet and other existing or rebuilt
square footage in the Research Park for office/research and development uses until the
agreement expires.
City of Palo Alto Page 2
Stanford will also be permitted to exceed the floor area ratio currently allowed on
certain sites by no more than twenty five percent but cannot increase the total square
footage available for non-residential development for the entire Research Park.
The City will accept the lease of the Mayfield site as mitigation for any community
service impacts on the City resulting from all future development at Stanford that was
authorized by the General Use Permit approved by the County of Santa Clara in
December of 2000.
The City agrees not to reduce the floor area ratio in the Stanford Research Park prior to
2011.
In 2006, 100,000 square feet of replacement square footage and 330,000 square feet of
associated square footage were approved for the VMware project at 3401 Hillview Avenue,
leaving 200,000 square feet of replacement square footage available for development under
the terms of the agreement.
As part of the agreement, Stanford is required to submit an annual report to the City on the
status of the housing development allowed under the agreement and any building activity in
the Research Park. The Director of Planning and Community Environment conducts the City’s
annual review to verify Stanford’s compliance with the Agreement based on information
submitted.
DISCUSSION
The July 10, 2015 memo from Stanford Real Estate Office (Attachment A) describes Stanford’s
2014-15 activities related to implementation of the Development Agreement. Pursuant to
sections 5.4 and 5.5 of the Development Agreement:
Stanford applied for and received Architectural Review approval for the 70 units of
below market rate housing located at 2450-2500 El Camino Real on April 14, 2014 and
demolished the commercial buildings existing on the property in February of 2015.
Stanford applied for and received Architectural Review Approval and a tentative map for
180 units of faculty housing located at 1451-1601 California Avenue on June 23, 2014,
with Council requiring minor adjustments to the original development proposal. The
final map was recorded on January 29, 2015. The commercial buildings existing on the
property were demolished between November 2014 and April 2015.
Construction for both housing development projects is now ongoing, although Stanford
has recently proposed an amendment to the final map for 1451-1601 California Avenue
due to soil contamination on the site. This proposal will be presented to the City Council
for review and approval in the coming months.
City of Palo Alto Page 3
A “Designated Project” at 3431 Hillview, a recipient of 90,000 square feet of Phase 2
Replacement Square Footage (11PLN-00458), was not constructed and the 90,000
square feet of Phase 2 Replacement Square Footage was not utilized at that time. A
new project at 3431 (3421) Hillview was proposed and received approval on December
17, 2014 (14PLN-00300) to allow the demolition and replacement of an existing 85,733
square foot building and a construction of a new stand-alone 90,000 square foot
building. This new project will utilize the previously approved 90,000 square feet of
Phase 2 Replacement Square Footage.
Stanford designated 1450 Page Mill as a “Designated Site” (see Attachment C) and
designated 14,861 square feet of Phase 2 Replacement Square Footage as part of their
proposal to build a 74,400 square foot building to replace an existing 59,539 square foot
building. The 1450 Page Mill “Designated Project” (15PLN-00011) proposes 14,861
square feet of Phase 2 Replacement Square Footage, 59,539 square feet of Associated
Square footage, and 3,234 square feet of amenity space which does not represent gross
floor area or Replacement Square Footage. This project was still under review as of July
10, 2015 and the eventual outcome of the approval process will be described in the
2015-2016 “Mayfield” Development Agreement Annual Monitoring Report.
Stanford designated 3170 Porter as a “Designated Site” on March 27, 2015 (see
Attachment D) and designated 29,046 square feet of Phase 2 Replacement Square
Footage as part of their proposal to build a 96,626 square foot building to replace an
existing 67,580 square foot building. The 3170 Porter “Designated Project” (15PLN-
00109) proposes 29,046 square feet of Phase 2 Replacement Square Footage, 67,580
square feet of Associated Square Footage, and 1,980 square feet of amenity space
which does not represent gross floor area or Replacement Square Footage. This project
was still under review as of July 10, 2015 and the eventual outcome of the approval
process will be described in the 2015-2016 “Mayfield” Development Agreement Annual
Monitoring Report.
As of this monitoring period, Stanford has 66,093 square feet remaining from the
330,000 square feet of Phase 2 Replacement Square Footage allowed under this
Development Agreement. This is contingent upon the approval of both 1450 Page Mill
and 3170 Porter projects.
As of this monitoring period, Stanford has 742,881 square feet remaining from the 1.2
million square feet of Associated Square Footage allowed under this Development
Agreement. This is contingent upon the approval of both 1450 Page Mill and 3170
Porter projects.
Demolition of the approximately 330,120 square feet of Existing Square Footage at
1451-1601 California Avenue and 2450-2500 El Camino Real were permitted and
completed between November 2014 and April 2015.
City of Palo Alto Page 4
Other notable activities for this monitoring period include:
A lease line adjustment was made to separate 3160 Porter and 3170 Porter. Please see
Attachment A for before and after plat maps
A lease line adjustment was made to 3251 Hanover to accommodate the “Steep Slope
Property, LLC” ground lease of approximately 10 acres of the estimated 26 acre total
site of 3251 Hanover. Lockheed Martin Corporation retained its 16 acres ground lease of
3251 Hanover site.
A project located at 1050 Page Mill Road (14PLN-00074) proposes to demolish and
replace approximately 265,895 square feet of commercial space and was under review
as of July 10, 2015. The project also proposes to add 10,745 square feet of employee
amenity space which does not represent gross floor area. This project is not a
“Designated Project” under the “Mayfield” Development Agreement and does not
utilize any replacement or associated square footage.
A project located at 2600 El Camino Real (15PLN-00275) proposes to demolish and
replace approximately 62,616 square feet of commercial space and was under
preliminary review as of July 10, 2015. No additional gross square footage is proposed
to be added. The project will undergo a formal review process once the preliminary
review is completed. This project is not a “Designated Project” under the “Mayfield”
Development Agreement and does not utilize any replacement or associated square
footage.
After evaluating the information in Stanford’s annual report, the Director of Planning and
Community Environment has determined that Stanford University has complied with the terms
and conditions of the development agreement for fiscal year 2014-2015.
RESOURCE IMPACT
There are no resource impacts stemming from the review of the development agreement
compliance program that affects the general fund.
POLICY IMPLICATIONS
This report does not represent any changes to existing City policies.
ENVIRONMENTAL REVIEW
This is an informational report and is not a project under the California Environmental Quality
Act. No environmental assessment is required.
Attachments:
Attachment A: July 10, 2015 Memo from Stanford Real Estate Office (PDF)
Attachment B: Status of Development under Mayfield Development Agreement Table
(PDF)
City of Palo Alto Page 5
Attachment C: Notification of 1450 Page Mill Designated Site and Designated Project
(PDF)
Attachment D: Notification of 3170 Porter Dr Designated Site and Designated Project
(PDF)
ATTACHMENT A
Attachment B
Status of Development under Mayfield Development Agreement rev. 07.15
Commercial Development Rights
Replacement Square Footage
Vested Approved Remaining
Phase 1 Replacement Square Footage 100,000 100,000 0
Phase 2 Replacement Square Footage 200,000 90,000 110,000
Total 300,000 190,000 110,000
Associated Square Footage
Vested Approved Remaining
1,200,000 330,000 870,000
Designated Projects
Designated Site Designated Project Associated Square Feet Designated Replacement Square Feet Designated Total Project Square Feet Status
Project 1 3401 Hillview Avenue 330,000 100,000 430,000 Approved
Project 2 3431 (3421) Hillview Avenue 0 90,000 345,270 Approved1
Project 3 1450 Page Mill Road 59,539 14,861 74,400 Under Review2
Project 4 3170 Porter Drive 67,580 29,046 96,626 Under Review3
Total 457,119 233,907
Allowed under Development Agreement 1,200,000 300,000
Remaining under Development Agreement4 742,881 66,093
Non Designated Projects in Stanford Research Park
Project Application #Address Demolish Proposed Net +/‐ FAR Status
06PLN‐00000‐00157 3412 Hillview Avenue 68,278 73,978 5,700 Completed
11PLN‐00056 / 11000‐01715 3000 Hanover Avenue 0 37,762 37,762 Completed
11PLN‐00096 / 11000‐03019 3130 Hansen Way 18,629 30,200 11,571a Completed
11PLN‐00336 / 11000‐03145 3251 Hanover Avenue 55,375 82,120 26,745 Completed
14PLN‐00300 / 15000‐00258 3431 (3421) Hillview Avenue 255,272 345,270 90,000 Under Review
12PLN‐00474 / 13000‐01221 911 Hansen Way 1,941 5,672 3,731 Completed
12PLN‐00283 /12000‐03029 1701 Page Mill Road 67,000 116,000 49,000b Completed
14PLN‐00074 / 14000‐01065 to 01069 1050 Page Mill Road 265,895 276,640 10,745c Under Review
15PLN‐00275 / 14000 2600 El Camino Real 62,616 62,616 0 Under Review
Total 224,509
Housing Development Rights
Housing Development Guarantee
Application before 12/31/2013 Application before 12/31/2020 Total
Guaranteed Dwelling Units 185 65 250
Dwelling Units w/ Applications to date 185 65 250
Dwelling Units Constructed to date 0 0 0
Remaining Guaranteed Dwelling Units 0 0 0
Housing Sites Site Acreage Existing Square Footage Demolished Housing Applications Housing Constructed
1451 California 4.52 68,552 68,552 0 0
1501 California 3.93 69,793 69,793 0 0
1601 California 8.52 151,915 151,915 180 0
2450 El Camino Real 0.58 12,780 12,780 0 0
2470 El Camino Real 0.58 12,780 12,780 0 0
2500 El Camino Real 0.64 14,300 14,300 70 0
18.77 330,120 330120 250 0
NOTES:
a. Although there is a net physical increase of 11,571 square feet on the site, the proposed 30,200 square feet amenity building does not count towards Gross Floor Area.
b.Although there is a net physical increase of 49,000 square feet on the site, the proposed 116,000 square feet structure includes approximately 4,665 sq. ft. of amenity space an does not count towards Gross Floor Area.
c. Although there is a net physical increase of 10,745 square feet on the site, the proposed project includes 10,745 square feet of amenity space and does not count towards Gross Floor Area.
NOTES:
1) Project and 90k of Phase 2 Replacement Square Footage was not built as originally approved in 2012. New application received approval on 12/14 (14PLN‐00300) which will utilize previously approved 90k Phase 2 Replacement Square Footage.
2) Project will also add 3,234 square feet of employee amenity space which does not count towards gross floor area.
3) Project will also add 1,980square feet of employee amenity space which does not count towards gross floor area
4) Contigent upon Designated Projects receiving Approval, Building Permit Issuance, & Certificate of Occupancy.
1451-1601 California Avenue Housing application received Planning Entitlement approval on 06/23/14 (13PLN-00433). Final Map Recorded on 06/29/2015 Grading and Construction underway since 11/2014.
2450-2500 El Camino Real Housing application received Planning Entitlement approval on 04/29/2014 (13PLN-00469). Building Permit (14000-01528)issued 02/13/2015. Grading and Construction underway since 02/2015.
Attachment C
Mr. James Keene
City Manager
City of Palo Alto
250 Hamilton Avenue
Palo Alto, California 94301
STANFORD
UNIVERSITY
March 27, 2015
RE: Notification of 3170 Porter Drive Status as a Designated Site and Designated Project under the
May 24, 2005 Palo Alto I Stanford University Mayfield Development Agreement ("MDA")
Dear Mr. Keene:
Stanford University is submitting a development review application for the City's review and approval of
the proposed redevelopment of 3170 Porter Drive, Palo Alto, California (the "Property") in the Stanford
Research Park. The application states that the 98,606 square foot building will replace an existing
structure totaling 67,580 square feet. The application also states that the new building includes 96,626
sf of office/R&D space (total Gross Floor Area) and 1,980 square feet of amenity space.
Pursuant to the May 24, 2005 Mayfield Development Agreement Section 6.3.1 and 6.3.2, this letter
serves as written notice that Stanford is electing to designate the 3170 Porter Drive Property as a
Designated Site and Designated Project. Pursuant to Sections 6.3.2 of the MDA, Stanford approves the
use of 29,046 square feet of Replacement Square Footage and 67,580 square feet of Associated Square
Footage comprising the total Gross Floor Area (96,626 square feet) of the Designated Project. Please
also find enclosed a spreadsheet showing all the Research Park projects that have used or are using
Replacement Square Footage and Associated Square Footage vested under the MDA, as well as the
remaining balances of Replacement and Associated Square Footages.
We appreciate the City staffs time in facilitating the review of this exciting Mayfield Project. As always,
if you have any questions, please do not hesitate to contact me at (650) 724-4787.
@u'
Tiff y Gnego ~
Managing Director, Asset Management-Stanford Research Park
Cc: v'Ms. Hillary Gitelman, Planning Director, Planning/Community Environment, City of Palo Alto
Ms. Molly S. Stump, City Attorney, City of Palo Alto
Ms. Cara Silver, Senior Assistant City Attorney, City of Palo Alto
Ms. Julie Jones, Perkins Coie
Office of the City Clerk (certified mail)
STANFORD REAL ESTATE
3160 Porter Drive, Palo Alto, CA 94304 · .650-724-4909
Attachment D
Mayfield Development Agreement Applications
Revised List of Additonal Square Footage Developments Since the Effective Date
Stanford Research Park, Palo Alto, CA
March 27, 2015
Mayfield Development Applications
Vested Square Footage
Designated Sites:
1) 340 1 Hillview A venue
2) 3431 Hillview A venue
3) 1450 Page Mill Road
4) 3170 Porter Drive
Designated Projects:
3401 Hillview Avenue
3431 Hillview A venue
1450 Page Mill Road
3170 Porter Drive
Date of Designation:
4/27/2006
7/6/2012
9/5/2014
3/27/2015
Subtotal
Remaining Balance Replacement Sq Ft
Remaining Balance Associated Sq Ft
Replacement Sg Ft
300,000
100,000
90,000
14,861
29,046
233,907
66,093
Associated Sg Ft
1,200,000
330,000
0
59,539
67,580
457,119
742,881
Total
Gross Floor Area
1,500,000
430,000
74,400
96,626
601,026
City of Palo Alto (ID # 6672)
City Council Staff Report
Report Type: Informational Report Meeting Date: 3/21/2016
City of Palo Alto Page 1
Summary Title: Utilities Quarterly Update
Title: City of Palo Alto Utilities Update for the Second Quarter of Fiscal Year
2016
From: City Manager
Lead Department: Utilities
This update, on water, gas, electric, wastewater collection and fiber utilities, efficiency
programs, legislative/regulatory issues, utility-related capital improvement programs,
operations reliability impact measures and a utility financial summary, is for the Utilities
Advisory Commission’s (UAC) information. This update has been prepared to keep the UAC
and Council apprised of the major issues that are facing the water, gas, electric, wastewater
collection and fiber utilities.
Items of special interest this quarter include:
a chart showing the City’s water use compared to savings targets as projected through
the end of October 2016 (Figure 11, page 13)
a chart showing participation in the PaloAltoGreen Gas program since the program
launch (Figure 14, page 19)
the heat pump water heater pilot, a part of the electrification work plan, is described on
page 20.
a summary of current state legislation of interest to Palo Alto, including those that are
new in 2016 and those that continue from 2015 (page 24)
the status of the financial reserves as of the end of the second quarter of FY 2016 for all Utilities
funds (Table 17, page 32)
Attachments:
Attachment A: Quarterly Utilities Update for the Second Quarter of FY 2016 (PDF)
Utilities
Quarterly
Update
Second Quarter of
Fiscal Year 2016
March 2016
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
i
Utilities Quarterly Update
Table of Contents
I. Electricity ...................................................................................................................... 1
Electric Supplies ............................................................................................................................................ 1
Electric Transmission Alternatives ................................................................................................................ 3
Electric Budget and Portfolio Performance Measures ................................................................................. 4
II. Natural Gas ................................................................................................................... 8
Market Price History and Projections ........................................................................................................... 8
Gas Supply Retail Rates ................................................................................................................................. 9
Gas Budget and Portfolio Performance Measures ....................................................................................... 9
III. Water ......................................................................................................................... 12
Water Availability ........................................................................................................................................ 12
Recycled Water Project ............................................................................................................................... 13
Water Budget Performance Measures ....................................................................................................... 13
IV. Fiber Optics ................................................................................................................ 15
Commercial Dark Fiber Service ................................................................................................................... 15
Google Fiber ................................................................................................................................................ 16
Fiber‐to‐the‐Premises and Wireless Work Plan .......................................................................................... 16
Fiber and Wireless Program Manager ........................................................................................................ 17
Citizen Advisory Committee ........................................................................................................................ 17
V. Public Benefit, Demand Side Management Programs and Communications ............... 17
Energy Efficiency, Water Conservation and Local Renewable Energy Program Achievements ................. 17
Water Conservation .................................................................................................................................... 19
Communications Update ............................................................................................................................ 21
VI. Research and Development and Innovation ............................................................... 22
Program for Emerging Technologies ........................................................................................................... 22
VII. Legislative and Regulatory Issues ................................................................................ 24
State Legislative Issues ................................................................................................................................ 24
Federal Legislative Issues ............................................................................................................................ 25
State Regulatory Proceedings ..................................................................................................................... 25
VIII. Utility Financial Summary ........................................................................................... 26
Electric Utility Overview .............................................................................................................................. 26
Gas Utility Overview.................................................................................................................................... 27
Wastewater Collection Utility Overview ..................................................................................................... 27
Water Utility Overview ............................................................................................................................... 27
Fiber Optic Utility Overview ........................................................................................................................ 28
CIP Reserves (Reappropriations and Commitments) Summary ................................................................. 29
Residential Bill Comparisons ....................................................................................................................... 30
Non‐Residential Bill Comparisons ............................................................................................................... 31
CIP Project Detail ........................................................................................................................................ 31
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
ii
List of Figures
Figure 1: Electric Supply Resource Projection, 2015 to 2017 (as of January 26, 2016) ............................... 2
Figure 2: Northern California Peak Electric Prices (as of January 26, 2016) ................................................ 3
Figure 3: FY 2016 Electric Load and Resource Balance ................................................................................ 6
Figure 4: FY 2016 Electric Market Purchase Costs and Market Prices ......................................................... 7
Figure 5: Natural Gas Prices – Historical and Projected as of January 27, 2016 .......................................... 8
Figure 6: CPAU’s Gas Commodity Rates—July 2012 through February 2016 .............................................. 9
Figure 7: Cumulative Redwood Pipeline Cost vs. Market Benchmarks ..................................................... 10
Figure 8: Natural Gas Consumption – Budget vs. Actual ........................................................................... 11
Figure 9: Natural Gas Supply Cost – Budget vs. Actual .............................................................................. 11
Figure 10: FY 2016 Natural Gas Prices ($/MMBtu) – Expected vs. Actual ................................................. 12
Figure 11: Water Use Compared to Target for Compliance Period ............................................................ 13
Figure 12: Water Consumption – Budget vs. Actual .................................................................................. 14
Figure 13: Water Cost – Budget vs. Actual ................................................................................................. 15
Figure 14: PaloAltoGreen Gas Program Performance ................................................................................ 19
List of Tables
Table 1: FY 2016 Electric Utility Supply Cost Summary ................................................................................ 4
Table 2: FY 2016 Electric Load and Generation Compared to Budget Projections ....................................... 5
Table 3: Status to date of all applications to the Program for Emerging Technologies ............................. 23
Table 4: Financial Projections, FY 2016 ....................................................................................................... 28
Table 5: FY 2016 Operations Reserves ($000) ............................................................................................ 29
Table 6: Electric CIP Reappropriations and Commitments ......................................................................... 29
Table 7: Gas CIP Reappropriations and Commitments ............................................................................... 29
Table 8: Wastewater Collection Utility CIP Reappropriations and Commitments ..................................... 29
Table 9: Water Utility CIP Reappropriations and Commitments ................................................................ 30
Table 10: Residential Electric Bill Comparison ($/month) .......................................................................... 30
Table 11: Residential Natural Gas Bill Comparison ($/month) ................................................................... 30
Table 12: Residential Water Bill Comparison ($/month) ............................................................................ 30
Table 13: Residential Wastewater Collection (Sewer) Bill Comparison ($/month) .................................... 31
Table 14: Median Residential Overall Bill Comparison ($/month) ............................................................. 31
Table 15: Non‐Residential Electric Bill Comparison ($/month) .................................................................. 31
Table 16: Non‐Residential Natural Gas Bill Comparison ($/month) ........................................................... 31
Table 17: FY 2016 Q2 Reserve Report from the City’s Financial System .................................................... 32
Table 18: Electric Utility CIP Project Detail (pg 1/2) ................................................................................... 33
Table 19: Gas Utility CIP Project Detail (pg 1/2) ......................................................................................... 35
Table 20: Water Utility CIP Project Detail ................................................................................................... 37
Table 21: Wastewater Collection Utility CIP Projects ................................................................................. 38
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
1
I. Electricity
Electric Supplies
Western Area Power Administration (Western) Issues
Unfortunately the ongoing drought continues to keep projected Western Base Resource
generation levels well below long‐term average levels (399 gigawatt‐hours, or GWh). For the
second quarter of FY 2016, Western supply delivered just 21 GWh (52% below long‐term
average levels, and 10% lower than in FY 2015). Even assuming median precipitation levels
going forward, Western is projected to supply only 233 GWh in FY 2016 (42% below long‐term
average levels).
In addition to the effect on Base Resource generation, the current drought conditions are also
having a major impact on the City’s Central Valley Project Improvement Act (CVPIA) Restoration
Fund1 obligations. Palo Alto’s CVPIA Restoration Fund obligation for FY 2016 is expected to be
$6.1 million, an estimate that includes a significant cost carryover that power customers have
from their FY 2015 funding obligation. This carryover amount will add an additional $0.9 million
to Palo Alto’s Restoration Fund costs, and is being collected between December 2015 and
August 2016. For reference, FY 2014 Restoration Fund costs for Palo Alto (not including a $1.3
million amount that was carried over to FY 2015) were $3.1 million.
Palo Alto’s contract with Western is in effect through 2024. Palo Alto participated in Western’s
2025 Power Marketing Plan (Marketing Plan) informal stakeholder process by providing
comments to Western on several elements of the proposal. The Marketing Plan establishes,
among other things, the new contract term, product attributes, resource allocations and
subscription process. Western will start the formal comment process in early 2016 in
anticipation of contract commitments in 2020. Palo Alto is coordinating with the Northern
California Power Agency (NCPA) to develop comments during the formal process.
Calaveras Hydroelectric Project Issues
The drought conditions are having a similar impact on Calaveras; for the second quarter of FY
2016 Palo Alto’s share of this project’s generation was just 11.8 GWh (34% below the long‐term
average level, but 37% higher than in FY 2015). Assuming median precipitation levels going
forward, Calaveras is projected to deliver just 80 GWh in FY 2016 (39% below long‐term
average levels).
1 The Central Valley Project Restoration Fund was authorized in the 1992 CVPIA. This Fund provides funding from
project beneficiaries for habitat restoration, improvement and acquisition, and other fish and wildlife restoration
activities in the Central Valley Project area of California.
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
2
Renewable Energy Contract Summary
Since the last quarterly report, the second of the City’s five utility‐scale solar photovoltaic (PV)
projects, the 27 megawatt (MW) Hayworth project near Bakersfield, began full commercial
operation (in late December 2015). It joins the 20 MW Kettleman solar project in Kings County,
which was completed in July and began commercial operations in August 2015. Meanwhile, the
City’s counterparties report that the remaining three solar PV projects that are in the
development process continue to make good progress toward completion, and all are expected
to begin operations by the end of 2016.
Electric Load and Resource Balance
The size of the committed and planned market purchases over the last, current and next two
calendar year (CY) (shown in Figure 1 below) reflects a significantly below average level of
hydroelectric output, as discussed above. For CYs 2015 and 2016 combined, committed fixed‐
price forward market purchases currently account for approximately 491 GWh, which
represents 25% of the City’s total load for the two‐year period. Net planned market purchases
represent another 15% of the City’s total load for this period. (There are currently no planned
forward market purchases for CY 2017). Long‐term resources (everything but forward and
planned market purchases) currently account for the remaining 74% of the City’s total load over
the three‐year period of CY 2015 through CY 2017.
Figure 1: Electric Supply Resource Projection, 2015 to 2017 (as of January 26, 2016)
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
3
Electric Market Price History and Projections
As of January 26, 2016, the price for on‐peak energy for February 2016 in Northern California
was $28.95 per megawatt‐hour (MWh), while the prices for March 2016 and April 2016 were
$26.54/MWh and $27.34/MWh, respectively. These values are all approximately $4.09/MWh
lower than they were at the time of the last quarterly report.2 On‐peak prices for calendar year
strips are in the range of $30 to $36/MWh for 2016 through 2018. These prices are
approximately $1.40/MWh lower than they were at the time of the last quarterly report.
Figure 2 below illustrates historical monthly on‐peak prices and projected monthly forward
prices for Northern California from 2005 through 2022.
Figure 2: Northern California Peak Electric Prices (as of January 26, 2016)
Electric Transmission Alternatives
An update on the ongoing discussions and evaluation of a second transmission pathway was
provided to Council on January 25, 2016 (Staff Report 6416).
2 Market prices for the previous quarterly report were from October 30, 2015.
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
4
Electric Budget and Portfolio Performance Measures
Electric Supply Cost Summary Compared to Budget Estimates
Table 1 below shows the City of Palo Alto Utilities’ (CPAU’s) supply cost by cost category
through the second quarter of FY 2016. Supply costs were $0.6 million (1.5%) over budget
primarily due to higher transmission costs than expected and increased market purchases.
However, hydro costs remained flat. The low hydroelectric output has resulted in the need to
purchase more energy in the market. Hydroelectric costs do not decrease even when output is
low, and the cost of Western hydropower from the Central Valley Project (CVP) has actually
increased due to the drought. When sales to CVP water customers are below average, as they
currently are, unrecovered costs are allocated to power customers like CPAU.
Table 1: FY 2016 Electric Utility Supply Cost Summary
Supply Cost
Category
Actuals,
Year To‐Date
Month by Month Budget Variance
July through June
TOTAL 41.0 million
Renewable Sources 9.5 million ‐2.2
million
Western Hydro 6.2 million ‐0.1
million
Transmission 8.4 million +2.3
million
NCPA Services 1.3 million +0.1
million
Capacity 0.6 million +0.1
million
Carbon Neutral Costs
Amount Over (+) /
Under(‐) Budget
Market Purchases $9.0 million +1.1
million
Calaveras Hydro 6.0 million ‐0.1
million
0.0 million ‐0.3
million
+0.6
million
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
5
Electric Usage and Generation Summary Compared to Budget Estimates
Table 2 and Figure 3 below summarize the City’s electric supply sources through the second
quarter of FY 2016. Hydroelectric generation was substantially below budget projections due
to drought conditions, requiring the purchase of additional energy in the forward markets.
New solar generation was also much lower than budgeted, but this is mainly due to delays of
the commercial operation dates for the City’s first two solar projects.
Table 2: FY 2016 Electric Load and Generation Compared to Budget Projections
Year To‐Date
Month by Month Budget Variance
July through June
Generation Source Generation
Year To‐Date
% of
Portfolio
Month by Month Budget Variance
July through June
24%
4%
9%
12%
5%
34%
13%
TOTAL SUPPLY 499 GWh 100%
Calaveras Hydro 18 GWh ‐31 GWh
Amount Over (+) /
Under(‐) Budget Projection
Load 499 GWh ‐2 GWh
Amount Over (+) /
Under(‐) Budget Projection
Western Hydro 119 GWh ‐33 GWh
Landfill Gas 46 GWh ‐9 GWh
Wind 58 GWh ‐4 GWh
Forward Market 169 GWh +114
GWh
Solar 23 GWh ‐8 GWh
Spot Market 66 GWh ‐30 GWh
+6 GWh
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
6
Figure 3: FY 2016 Electric Load and Resource Balance
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
7
Electric Market Prices and Costs Compared to Budget Estimates
Figure 4 shows monthly market prices and the cost of purchasing energy from the market.
Electric market prices through the second quarter of FY 2016 were lower due to lower natural
gas prices that impacted the electricity markets. The cost of market purchases through the
second quarter of FY 2016 was about $1.48M higher than it would have been if all energy had
been purchased in the spot market3. As discussed previously, the total cost of market purchases
was substantially higher than budgeted due to lower than projected output from hydroelectric
and renewable resources.
Figure 4: FY 2016 Electric Market Purchase Costs and Market Prices
3 Note that some market purchases are made on a forward basis to lock in market prices.
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
8
II. Natural Gas
Market Price History and Projections
Ample supply and large volumes of gas in storage are keeping gas prices low. Forward gas
prices at PG&E Citygate are in the $2.50 ‐ $3.00 per million British Thermal Units (MMBtu)
range for the next 12 months. Figure 5 below shows historical monthly bidweek index prices
and forward natural gas prices at PG&E Citygate as of January 27, 2016.
Figure 5: Natural Gas Prices – Historical and Projected as of January 27, 2016
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
9
Gas Supply Retail Rates
Since July 1, 2012, the commodity portion of CPAU’s retail gas rates for all customers varies
every month depending on the market price of natural gas. Figure 6 below shows the actual
commodity rates charged from July 2012 through February 2016. These rates can also be found
on the web site at: http://www.cityofpaloalto.org/civicax/filebank/documents/30399. Note
that gas commodity rates are currently at their lowest level since July 2012 when these costs
began being passed on directly to customers on a monthly basis.
Figure 6: CPAU’s Gas Commodity Rates—July 2012 through February 2016
Gas Budget and Portfolio Performance Measures
Value of CPAU’s Share of Redwood Pipeline Capacity
Figure 7 below shows the cost of the Redwood gas transmission line compared to the value at
month‐ahead spot market prices as well as daily spot market prices. The Redwood pipeline
allows the City to buy gas at the receipt point of Malin, Oregon and transport the gas to “PG&E
Citygate”, which is normally a higher value receipt point. The City’s share of the Redwood
pipeline was a net benefit to the Gas Utility of approximately $200,000 through the second
quarter of FY 2016. This is the difference between the value of Redwood capacity of $456,000
(the difference of the monthly index prices at the ends of the Redwood pipeline in Malin,
$0.00
$0.10
$0.20
$0.30
$0.40
$0.50
$0.60
Ga
s
Co
m
m
o
d
i
t
y
Ra
t
e
($
/
t
h
e
r
m
)
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
10
Oregon and PG&E Citygate) and the transportation cost of using the Redwood pipeline of
$256,000.
Figure 7: Cumulative Redwood Pipeline Cost vs. Market Benchmarks
Natural Gas Consumption and Costs: Budget vs. Actual
Figure 8 and Figure 9 compare actual natural gas use and supply costs with the FY 2016 budget.
Natural gas use through the second quarter of FY 2016 was 9% below the budget forecast, and
costs were 48% lower than budgeted amounts. Gas usage was lower than estimated in the
budget since the weather has been much warmer than average. Reduced gas usage may also
be impacted by the drought and customer’s reduced usage of (hot) water. Lower than
budgeted gas prices were a main contributor to the lower than budgeted commodity cost.
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
11
Figure 8: Natural Gas Consumption – Budget vs. Actual
Figure 9: Natural Gas Supply Cost – Budget vs. Actual
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
12
Figure 10 shows actual gas prices at PG&E Citygate (CG) versus gas prices that were projected
at the time the FY 2016 budget was developed. Since July 2015, gas prices have been lower
than budget. The price of gas is passed directly to consumers through the monthly‐varying,
market‐based commodity portion of CPAU’s gas retail rate.
Figure 10: FY 2016 Natural Gas Prices ($/MMBtu) – Expected vs. Actual
III. Water
Water Availability
Although the state is experiencing above normal precipitation, recovery from the drought will
require extraordinary amounts of precipitation or normal amounts over several years. Water
storage utilized by City’s water supplier, the San Francisco Public Utilities Commission (SFPUC),
has been an effective tool for managing the system and has benefited from recent
precipitation, but is still heavily impacted by the consecutive dry years. As of January 31, 2016
the total water in storage for the SFPUC’s regional water system was only 48% of capacity.
The State Water Resources Control Board (SWRCB) mandated that Palo Alto reduce potable
water use for the compliance period (June 1, 2015 through February 28, 2016) by 24%
compared to usage during the same period in 2013. On November 13, Governor Brown issued
an executive order that authorized the SWRCB to extend the mandatory statewide reduction in
urban potable water usage and on February 2, 2016, the SWRCB extended the regulation
through October 31, 2016.
As in 2015, most of the savings will come from reduced outdoor irrigation during the summer
months. CPAU has placed particular emphasis on continuing to irrigate and protect the health
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
13
of trees in the City while still reducing outdoor irrigation. As of February 4, the City’s water use
was 31.4% less than 2013 for the compliance period and is on track to meet the 24% target, as
shown in Figure 11 below.
Figure 11: Water Use Compared to Target for Compliance Period
Recycled Water Project
Since the City Council certified the Final Environmental Impact Report for expanding the
recycled water pipeline system to reach the Stanford Research Park on September 28, 2015
(Staff Report 5962), staff has been working on developing a request for proposals for pre‐design
work, and preparation of a business plan for the project as well as examining alternatives such
as installing equipment to purify treated wastewater to potable water standards.
Water Budget Performance Measures
Figure 12 and Figure 13 below compare actual water consumption and water supply cost to the
FY 2016 budget projections. The community has responded with substantial water savings
CPAU has been working diligently with the City’s interdepartmental drought team to ensure the
message about necessary water use reduction has been widespread, and to develop innovative
solutions to help the City and community members meet its water use reduction target. Actual
water use through the second quarter of FY 2016 was 10% lower than budget estimates. Actual
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
14
supply costs through the second quarter of FY 2016 were 9% below budget, mostly due to the
lower consumption.
Figure 12: Water Consumption – Budget vs. Actual
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
15
Figure 13: Water Cost – Budget vs. Actual
IV. Fiber Optics
Commercial Dark Fiber Service
The total number of commercial dark fiber customers was 105 as of the end of the second
quarter of FY 2016. There was no change in the total number of customers from Q1 2016 to Q2
2016. The total number of active dark fiber service connections serving commercial customers
and the City is 232 (some customers have multiple connections). Commercial customers
generate 81% of the dark fiber license revenues. Through the end of the second quarter of FY
2016, six new dark fiber service connections to existing and new customers were completed,
while one service connection was disconnected.
Dark Fiber Optic Network Audit
Based on a request for proposal (RFP) process, a vendor has been selected to provide
professional services in the form of a physical audit of the dark fiber optic network. The audit
will aid CPAU to better operate and maintain the fiber optic network. The retrieved data from
the audit will provide complete fiber routes and usage to optimize use and to minimize outages
and optimize efficiency in designing and installing new connections. The principal objective of
the audit is to collect information and data that will verify customer connectivity and populate
GIS. Contingent on Council approval of the contract with the vendor, the audit should begin
within the next month.
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
16
Google Fiber
Staff has reviewed Google Fiber’s Draft Project Description (“Fiber to the Premises City‐Wide
Master Plan”) and is currently working on developing a Master Encroachment Agreement to
enable a project determination under the California Environmental Quality Act. Other related
activities include developing a Master License Agreement for use of City‐controlled space on
utility poles and conduit, Cost Recovery Agreement, and a recommendation to Council to
approve and adopt a Budget Amendment Ordinance for the City to start the process to hire
temporary or contract resources for the proposed Google Fiber Project. Staff anticipates that
substantial staff and third‐party contracting resources for legal services, engineering,
inspection, planning and administration will be required in order to prepare for and implement
any approved project. The City has already incurred, and will incur, costs and expenses beyond
what the City would otherwise recover under the Municipal Fee Schedule and will request that
Google reimburse the City for such costs and expenses. Staff is targeting bringing these
agreements to the Council in March 2016.
Based on Council direction, the City Manager and Chief Information Officer have met with
Google Fiber officials to explore what a “co‐build” model for fiber‐to‐the‐premises would look
like on a conceptual level. The key objective for these discussions is to explore the possibility of
the City collaborating with Google as they build their network to install City fiber equipment,
possibly aerially and underground in furtherance of a possible parallel citywide dark fiber
network. The intent of the discussions is to form a basis for a set of principles to pursue a model
that would need to be vetted by the legal counsel of both organizations. The City has also
reached out to AT&T regarding a co‐build, but discussions have not occurred.
AT&T GigaPower
In April 2014, AT&T announced its plan to bring fiber to the Silicon Valley area. Palo Alto is now
included in AT&T plans. AT&T’s “GigaPower” project is an upgrade to its existing U‐verse
services (Project Lightspeed) and will be deployed to residents initially in neighborhoods with
high potential for adoption. AT&T plans to begin construction and provide GigaPower service to
selected Palo Alto neighborhoods in 2016 under phase one of the project.
Fiber‐to‐the‐Premises and Wireless Work Plan
Staff is currently working on the following tasks as directed by the Council on September 28,
2015:
1. Identifying disagreements with the Citizen Advisory Committee regarding the FTTP Master
Plan and Wireless Network Plan reports prepared by CTC Technology & Energy and
reporting those disagreements to the Council.
2. Developing a “Dig Once” ordinance.
3. Developing and issuing a request for information (RFI) to explore potential municipally‐
owned and public‐private partnership models for fiber‐to‐the‐premises. A draft RFI is
currently being reviewed by the Citizen Advisory Committee and a vendor distribution list
has been finalized.
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
17
4. Developing information to issue an RFP(s) to expand Wi‐Fi access in unserved City facilities
and high traffic retail areas, in addition to dedicated wireless communications for Public
Safety and Utilities.
Fiber and Wireless Program Manager
On November 30, 2015, Council approved a staff recommendation to hire a temporary Fiber
and Wireless Senior Program Manager for up to 3 years at an annual cost of $228,000. This
position will manage various City fiber and wireless activities, including working as a special
point of contact for the City if Google Fiber builds its network in Palo Alto. A job description for
the temporary position is complete and recruitment is underway.
Citizen Advisory Committee
Staff continues to meet on a regular basis with the committee regarding fiber and wireless
issues.
V. Public Benefit, Demand Side Management Programs and
Communications
Energy Efficiency, Water Conservation and Local Renewable Energy Program Achievements
CPAU offers a wide range of customer programs and services to encourage energy and water
efficiency and customer‐owned renewable generation. Some of these programs are
administered by CPAU staff, although the majority of the energy and water savings are
achieved through third‐party administered programs. The Annual DSM Report summarizes
overall savings goals versus achievements, program‐level achievements and expenditures, as
well as key initiatives undertaken by CPAU. The Annual DSM Report for FY 2014 was provided
to UAC on May 6, 2015 and Council on May 18, 2015 (Staff Report 5708).
Home Efficiency Genie Program
Staff launched a new residential energy audit program called the Home Efficiency Genie where
residents pay a small co‐payment for an in depth building performance audit. Since initial
participation was slow, in December 2015, staff launched a co‐marketing campaign with the
PaloAltoGreen Gas program to increase participation in both programs. A program video was
produced and the logo and website were redesigned to launch the extensive marketing
campaign in January.
Refrigerator Recycling Program
JACO Environmental, the contractor who runs our residential refrigerator and freezer recycling
program, went into receivership in November 2015 and shut down their operations. JACO was
one of the largest recyclers of household appliances in the United States and have partnered
with Utilities in 28 states. Utilities staff contacted all customers who were waiting for rebates
from JACO and issued payments to those who verified they had not yet received their rebates.
CPAU staff is actively looking for a replacement contractor for this program.
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
18
Georgetown University Energy Prize Competition
In December 2015, Georgetown University released the rankings of the 50 communities
participating in the Energy Prize Competition. After two quarters of data from CY 2015, Palo
Alto ranked 17th in the competition. Beginning in 2016, the City hopes to increase energy
savings with the Home Efficiency Genie audit program and the soon to be released Utility Portal
where customers can learn about their commodity use, CPAU’s efficiency programs, tips to
reduce usage, and CPAU’s new energy savings lottery program (a key part of our Georgetown
strategy) that will be unveiled in Spring 2016.
PaloAltoGreen Gas
The voluntary PaloAltoGreen Gas (PAGG) program provides the opportunity for residential and
commercial customers to reduce or eliminate the impact of GHG emissions associated with
their gas usage, through the purchase of certified environmental offsets. PAGG is the first
Green‐e Climate certified gas offset program offered by a municipal utility, and the first to be
offered to individual community members. The program’s goal for 2020 is to achieve
subscription of 20% of natural gas customers, representing approximately 10% of gas load and
16,000 metric tons of GHG emission reduction. As shown in Figure 14 below, as of end of
December 2015, 978 customers have signed up for PAGG, representing 6.07% of December’s
total city gas load. Although the bulk of the participants are residential customers, the majority
of the gas load enrolled in the program is for City facilities since all City facilities enrolled in the
program for 100% of their gas usage starting in July 2015. Staff anticipates that program
participation will grow following the marketing push that started in early 2016.
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
19
Figure 14: PaloAltoGreen Gas Program Performance
Water Conservation
CPAU partners with the Santa Clara Valley Water District (SCVWD) to provide residential and
commercial water conservation programs which includes, free water audits to residential
customers, landscape surveys, rebates for landscape conversions, irrigation hardware, clothes
washers, high efficiency toilets and urinals. The payment to SCVWD includes customer rebates
as well as various program expenditures. CPAU also offers an additional energy efficiency
rebate to customers for high efficiency clothes washers. Despite a vastly increased budget
during the drought, Santa Clara Valley Water District's funding for numerous programs has
been depleted for the current fiscal year.
Real‐Time Water Use Monitoring Pilot for Commercial Customers
In 2012, the City implemented a real‐time water use monitoring pilot with selected large
commercial customers to actively engage them in reducing water usage and water losses. The
pilot deploys a simple, relatively low cost technology that enables standard water meters to
track real‐time consumption, similar to an advanced water meter. A wireless device attached to
the water meter transmits real‐time data to a cloud‐based software platform. Customers
securely log into a web portal to view water usage on a minute by minute interval, identify
2014 2015
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Type
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2014
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Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
# of Sign Ups
% of Total
Consumption 0.02%
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978
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43
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
20
water leaks or other anomalies in water use, and address these issues before they become
maintenance or billing problems. Over a two‐year period, the total water use among pilot
participants was reduced by approximately 8%.
Through grant funding from SCVWD, the City will launch a larger real‐time water use
monitoring pilot covering 100 City facility meters and 24 business customer sites. Pilot
customers will be able to access real‐time water consumption data through wireless sensors
installed on the water meters. The pilot is expected to launch in early 2016 and will run for one
year.
Business Water Reports Pilot Program
Through grant funding from SCVWD, the City will launch a Business Water Reports pilot to
engage small to medium businesses in the hospitality and food service industries to actively
manage their water use. The format and content of the report may vary slightly for customers
in the hospitality versus food service sectors. The key objectives of the Business Water Reports
are to communicate water use and potential ways to reduce water consumption, and to
motivate behavior change for improved water use efficiency. The pilot is expected to launch in
early 2016 and will run for one year.
Net Energy Metering Cap
On October 26, 2015 City Council approved a formal definition of the Net Energy Metering
(NEM) cap of 9.5 MW (Staff Report 6139). As of January 20, 2016 Palo Alto has 7.4 MW of local
solar photovoltaic (PV) capacity, representing 78% of the NEM cap.
Heat Pump Water Heater Pilot
Staff is planning to launch a Heat Pump Water Heater pilot during the first quarter of CY 2016
to encourage residential customers to replace their gas water heater with a heat pump water
heater (HPWH). HPWHs are more efficient than standard gas water heaters, and also help to
reduce GHG emission due to CPAU’s carbon‐neutral electric supply. There are many adoption
barriers involved with replacing a gas water heater with a HPWH unit, including the lack of
awareness among consumers and contractors, as well as additional retrofit costs to add a 240V
electrical conduit to the location of the HPWH. Through this pilot, CPAU hopes to promote
awareness of HPWH among consumers, support market transformation within the supply
chain, streamline the permitting process for HPWH installation, and gather customer feedback
on the retrofit process and performance of HPWHs.
Education, Workshops and Community Outreach Activities
Workshops and events targeted to residents continued this quarter. CPAU teamed with
BAWSCA and coordinated three water workshops to help customers get through the current
drought and prepare for potential heavy rains. Workshop topics included Fundamentals of
Waterwise Gardening and Rainwater Harvesting and Greywater Reuse. CPAU also hosted a
hands‐on workshop to re‐landscape in front of City Hall. By this time of year, the enthusiasm
for drought related classes ran dry and attendance was very low. However, there was robust
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
21
interest in rainwater harvesting and greywater. In total approximately 70 residents attended
these three workshops.
Communications Update
This section summarizes communications highlights, updates on major campaigns and
noteworthy events.
City Sends Aid for Power Restoration at Northern California Fire Area
In September, the state of California experienced devastating wildfires in Lake, Almador and
Calaveras County areas. The City dispatched electric utility crews to the Northern California
wildland fire areas to assist with power restoration efforts. Some of the power plants, electric
transmission, distribution, and electricity generating facilities operated by the Northern
California Power Agency (NCPA), of which the City is a member, were impacted by the fires. As
part of a mutual aid agreement under NCPA, Electric Operations staff traveled to the impacted
areas and assisted by framing and setting poles to restring electrical wires.
Drought Outreach
The City continued its outreach efforts in response to California’s drought conditions, including
educating the community about the need to irrigate trees to preserve their lasting legacy
through the severely dry conditions. CPAU set up a webpage dedicated to drought response at
cityofpaloalto.org/water which provides links to a variety of resources related to water
management:
View a copy of the City's presentation at the August 12 public meeting on the drought.
City of Palo Alto Utilities Drought FAQ
Read a Brief Summary of Current Water Use Restrictions ‐ also available in Spanish and
Traditional Chinese.
Download the City’s trifold drought brochure
Groundwater Pumping/Water Reuse FAQ
Learn more about Recycled Water and water reuse opportunities.
It is vital that we care for our urban canopy during the drought! Click here for an
instructional tree‐care brochure.
Share your water‐saving tips with us on Facebook, Twitter, Instagram or by email at
UtilitiesCommunications@cityofpaloalto.org We'll post them on our water‐saving
strategies page!
CPAU also provides links to other resources to help people protect trees during the drought.
It is vital that we care for our urban canopy during the drought! Click here for an
instructional tree‐care brochure.
Visit Canopy's online Tree Library to pick drought resistant trees before planting. Canopy
also provides watering instructions, tree care guides, and more.
The City sent out a news release on the subject, as well as an email blast newsletter to
subscribers of the City of Palo Alto Utilities Efficiency Services GovDelivery Newsletter. CPAU
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
22
has also been regularly posting daily messages on social media platforms, including Twitter,
Facebook and NextDoor. (NextDoor seems to be one of the most effective ways to reach Palo
Alto residents.)
Winter Storm Preparation
City staff has been reaching out to Palo Alto residents and businesses to inform and prepare
them with resources in anticipation of upcoming winter storm and flood season conditions,
with the possibility of El Niño type rain events. The City has been distributing safety and
emergency preparedness tips in utility bill inserts, ads, social media, on the web and through a
new Utilities Emergency Preparedness and Safety brochure. With help from neighborhood
block leaders and emergency services volunteers, staff has had the opportunity to attend many
neighborhood, school and business group meetings or events, and participate in emergency
preparedness and safety panel presentations or fairs. The webpage cityofpaloalto.org/storms
provides a wealth of information on these subject matters.
VI. Research and Development and Innovation
Program for Emerging Technologies
CPAU’s Program for Emerging Technologies, or PET, (www.cityofpaloalto.org/UTLInnovation)
provides the opportunity for local businesses and organizations to submit proposals for
innovative and impactful products to CPAU for review as a prospective partner. The goal is to
find and nurture creative products and services that will manage and better use electricity, gas,
water and fiber optic services. From the program’s inception in June 2012 through the second
quarter of FY 2016, the program received a total of 45 applications. Table 3 below summarizes
the status of all applications through the second quarter of FY 2016.
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
23
Table 3: Status to date of all applications to the Program for Emerging Technologies
Deadline Total Received Under Review Declined/Closed Active Completed
July 2012 2 0 2 0 0
Oct 2012 5 0 5 0 0
Jan 2013 1 0 1 0 0
April 2013 5 0 3 0 2
July 2013 3 0 2 0 1
Oct 2013 5 0 3 1 1
Jan 2014 3 0 3 0 0
April 2014 4 0 1 2 1
July 2014 2 0 2 0 0
Oct 2014 5 0 2 2 1
Jan 2015 2 0 1 1 0
April 2015 6 2 3 0 1
July 2015 2 0 1 0 1
Oct 2015 1 0 0 0 1
TOTAL 46 2 29 6 9
PET Project Highlight from the second quarter of FY 2016:
Using Utility Data to Help Seniors and their Caregivers in our Community – CPAU partnered
with the Palo Alto Medical Foundation (PAMF) Innovation Center for a research pilot that
utilizes passive signals in the home, such as electricity, gas, and water data from advanced
metering infrastructure, to allow family caregivers to remain updated on the wellbeing of
their senior family members. CPAU staff first successfully demonstrated the technical
feasibility of implementing the pilot project with the City’s utility infrastructure at two
volunteer households. At present, PAMF and CPAU are recruiting 20 more pilot participants
for the study to achieve the goal of reaching 50 households. Please contact Utilities Program
Services at CPAUresidential@cityofpaloalto.org or 650‐329‐2241 for more information
about participating in the pilot program.
Customer Engagement Portal for Energy and Water Use and Management – In partnership
with Nexant, CPAU officially launched a pilot portal on February 1, 2016, called iEnergy for
data management, analytics and customer engagement. Through the portal, all residential
utilities customers will be able to better manage and control their energy and water usage.
For instance, portal users will be able to view historical monthly consumption data, receive
information on CPAU’s efficiency programs and rebates offerings, and learn more about
renewable energy and related program opportunities. Additional portal features are slated
to roll out in March.
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
24
VII. Legislative and Regulatory Issues
State Legislative Issues
2016 is the second year of California’s two‐year (2015‐2016) legislative session and the
legislature reconvened January 4, 2016. February 19 was the deadline for new bills to be
introduced. The anticipated legislative focus for 2016 includes cleanup of certain provisions
from last year’s SB 350, 2030 greenhouse gas (GHG) reductions goals, a successor to the net
energy metering program (NEM 2.0), customer utility data disclosure, demand response and
energy storage targets, regionalization (or expansion) of the California Independent System
Operator (CAISO), changes to the Power Content Label (PCL), further drought‐related actions,
and, notably, an overhaul of the California Public Utilities Commission (CPUC). Following is a
summary of current bills of interest to CPAU, including those that are new in 2016 and those
that continue from 2015:
Energy Legislation
AB 110 (Ting) – GHG emissions intensity reporting: retail electricity suppliers: This bill would
require every retail supplier of electricity to annually report to its customers the GHG emissions
intensity of the supplier’s electricity sources. Further, it would disallow adjustments to GHG
emissions reporting resulting from RECs, offset credits, or other attributes acquired from any
facility not generating the electricity procured by the retail supplier for delivery to customers.
For the City’s electric utility this would mean there would be a GHG emissions intensity factor
associated with the electric portfolio, despite its carbon neutral position under the City’s
adopted protocol for calculating carbon neutrality.
Status: Stalled in the Senate in 2015
AB 1330 (Bloom) – Demand response: This bill would require the CPUC, by June 30, 2018, in
consultation with the California Energy Commission (CEC), electrical corporations, Publically
Owned Utilities (POUs), and community choice aggregators, to establish an annual goal for
demand response. This would mandate that the demand response goal advances renewable
energy resources integration, GHG reductions, and grid reliability and be achieved by each
electrical utility through supply‐side demand response and types of load‐modifying demand
response.
Status: Stalled in the Senate in 2015
SB 32 (Pavley) – California Global Warming Solutions Act of 2006: This would require the
California Air Resources Board (CARB) to approve statewide GHG emissions limits equivalent to
40% below the 1990 level by 2030 and 80% below the 1990 level by 2050, with an interim goal
by 2040. Prohibits CARB from implementing the next update of the California Global Warming
Solutions Act of 2006 Scoping Plan until it has taken specified actions, including waiting at least
one year before adopting the Plan. While CARB is moving forward with a scoping plan for
meeting the post‐2020 targets, this bill would formalize CARB’s role.
Status: Stalled in the Assembly in 2015
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
25
Water Legislation
SB 814 (Hill) – Drought: excessive water use: urban retail water suppliers: This bill, enforceable
only during a declared emergency based on drought conditions, would mandate that each
urban water supplier adopt a definition for an “excessive water user.” It would prohibit
excessive water use (a waste or unreasonable use of water), and mandate a fine of at least
$500 per hundred cubic feet of water used above the adopted definition in a billing cycle.
Additionally, if requested, the names, addresses, and utility usages of each residential excessive
water user must be provided to the requester.
Status: Referred to Senate committees
Federal Legislative Issues
Senator Feinstein is circulating a discussion draft of a potential drought relief bill, “The
California Long‐Term Provisions for Water Supply and Short‐Term Provisions for Emergency
Drought Relief Act.” Currently, the potential bill would allow for competitive funding of
recycled water projects, long‐term water supply projects such as storage and desalination, and
short‐term, temporary solutions to make the water‐delivery system more efficient during the
current drought.
Meanwhile, the Energy Policy Modernization Act of 2015 (S. 2012), which had been forging
ahead with broad bipartisan support, stalled in early February because of conflict over whether
and how to address the public health crisis related to Flint, Michigan’s water supply. Prior to
this, NCPA supported amendments to: streamline hydropower licensing; expand the bill’s
energy workforce development initiative to ensure the eligibility of public power systems, and
include continuing education (filed by Senator Feinstein); and facilitate vegetation management
on federal lands adjacent to utility rights‐of‐way.
State Regulatory Proceedings
California Air Resources Board (CARB)
CARB held a public workshop in February to discuss a proposed regulation to create compliance
penalties supporting enforcement of the RPS Program for POUs. AB 32 bifurcated the
enforcement of POUs’ RPS compliance: the CEC is tasked with determining whether a utility
complied with the RPS requirements then, once compliance is determined, CARB takes over to
determine what penalty, if any, should be imposed on a non‐compliant utility. Following NCPA
comments and the workshop, CARB has agreed that there should be specific language added to
the draft regulations articulating how they will actually process penalty recommendations.
A major focus for CARB this year is the agency’s coordinated updates to the state’s climate
Scoping Plan, updates to the cap‐and‐trade regulations (both to address the post 2020 GHG
reduction goals), and implementation of the federal Clean Power Plan. CARB’s current schedule
is to bring the cap‐and‐trade amendments to its board this Spring, along with placeholders for
various post‐2020 issues (such as post‐2020 allowance allocation). The final update of the
Scoping Plan is planned for the end of the year, submission of a working draft final
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
26
implementation plan to the federal Environmental Protection Agency (EPA) on September 6th,
with a final plan approved in 2017.
California Energy Commission (CEC)
RPS Enforcement Rule – The latest version was approved by the CEC at its October 14 business
meeting. Further modifications are expected in early 2016 based on SB 350’s 50% RPS by 2030
requirements; the rule may take a year or so to complete.
Several CEC proceedings this year will focus on the SB 350 requirements, along with the 50%
RPS is implementation of the mandate to double energy efficiency, and review or POUs’
integrated resource plans.
State Water Resources Control Board (SWRCB)
Although Californians continued to work to reduce water usage, in early February the SWRCB
approved the Extended Emergency Regulation for Urban Water Conservation. Conservation
targets will continue through the end of October, although water officials agreed to review the
regulations again this spring.
VIII. Utility Financial Summary
This section describes the unaudited actual financial results for FY 2016 for all Utilities funds.
The Council‐adopted long‐term Financial Plans for the Electric, Gas, Wastewater Collection, and
Water Funds will be updated for FY 2017 during the budget review process.
Electric Utility Overview
Sales through the second quarter of FY 2016 were 0.3% higher than expected. Sales revenues
have consequently been higher, but due to the ongoing drought, deliveries from Western and
Calaveras hydroelectric resources have been lower than average. While this has necessitated
additional electricity market purchases, market prices have been 27% lower than projected.
Offsetting this, but also increasing market purchases, are lower renewables costs stemming
from a delayed start to the Kettleman and Hayworth solar projects. Current projections indicate
higher net energy costs of $3.81 million for FY 2016.
This combination of higher costs and lower revenues results in a decrease in the level of the
Electric Supply Operations Reserve to $13.2 million. Both the Electric Distribution and Electric
Supply Operations Reserves may fall below the FY 2016 reserve minimum guideline levels based
on preliminary reserve projections, in which case an additional transfer of funds or other
intervention may be requested. The Electric Rate Stabilization Reserve has $14.4 million which
could be used for this contingency.
As shown in Table 6, the Electric Utility CIP Reappropriation and Commitment Reserves totaled
$16.3 million at the end of Q2 FY 2016, of which $4.7 million was under contract.
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
27
Gas Utility Overview
Gas Utility sales through the second quarter of FY 2016 were lower than budget by 4.9%. FY
2015 sales were 13.2% lower than budget, mainly due to warm weather and also to lower (hot)
water usage because of the drought. While the decreased consumption has resulted in
$278,000 lower distribution sales revenue to date, it is too early in the winter heating season to
determine whether this trend will continue. Gas supply revenues to date have also been lower
than budget by $742,000, or 17%, although costs are reduced as well since as gas prices are
passed through directly to customers through the market‐based monthly‐varying commodity
rate. The Gas Operations Reserve is projected to be between the minimum and maximum
reserve guideline range for FY 2016.
As shown in Table 7, preliminary levels for the Gas Utility CIP Reappropriation and Commitment
Reserves totaled $9.4 million at the end of Q2 FY 2016, of which $3.8 million was committed to
projects under contract.
Wastewater Collection Utility Overview
Sales revenues are projected to be slightly lower than forecast, mainly due to lower winter
water usage and thus lower commercial wastewater revenues. The Wastewater Collection
Operations Reserve is projected to be at the minimum reserve guideline level for FY 2016.
Should it be needed, the CIP reserve has an additional $2.6 million that could be utilized in case
of emergency.
As shown in Table 8, the Wastewater Collection Utility CIP Reappropriation and Commitment
Reserves totaled $13.9 million at the end of Q1 FY 2016, of which $8.3 million was committed
to projects under contract.
Water Utility Overview
Due to the ongoing drought, the Water Fund continues to be volatile with respect to sales and
revenue. Because of the reductions in water use mandated by the SWRCB after the preparation
of the FY 2016 Financial Plan, sales revenues and purchase costs were revised downward and
Council activated the drought surcharge effective September 1, 2015.
The FY 2016 Financial Plan estimated water purchases of 4.77 million hundred cubic feet (CCF)
for FY 2016, but this was revised to 4.27 million CCF after the SWRCB mandate. Staff is
continuing to monitor revenues closely, and will likely return to City Council as part of the FY
2016 midyear budget review report with a recommendation to adjust revenues to align with
actual experience during the first six months of the fiscal year. The Water Operations Reserve
is projected to be within the guideline range, but should it be needed, the CIP Reserve has an
additional $13.3 million that could be utilized.
As shown in Table 9, the Water Utility CIP Reappropriation and Commitment Reserves totaled
$18.5 million at the end of Q1 FY 2016, of which $6.7 million was for projects under contract.
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
28
Fiber Optic Utility Overview
Fiber sales and expenses through the second quarter of 2016 are $2.0 million and $1.1 million
respectively, both are in alignment with the FY 2016 budget. Expenses are expected to increase
by $1.6 million from FY 2015 to FY 2016, $2.4 million to $4.0 million respectively, primarily due
to the Fiber Optic System Rebuild CIP project. The dark fiber network was constructed in the
early 1990s. Several sections of the dark fiber system have either reached capacity or are in
need of repair, thus limiting the City’s ability to add new customer connections. As shown in
Table 5, the Fiber Optics Rate Stabilization Reserve is projected to be $22.2 million as of the end
of FY 2016.
Table 4: Financial Projections, FY 2016
Sales Volumes
Revenue
($000)
Expense
($000)
Net Reserve Change
($000)
Electric Utility
Financial Plan 483,501,640 kWh 129,249 (139,587) (10,338)
Current Forecast 484,761,064 kWh 126,541 (140,176) (13,635)
Change from
Financial Plan
1,259,424 kWh (2,708) ( 589) (3,297)
0.3% (2.1%) 0.4%
Gas Utility
Financial Plan 11,489,114 therms 35,993 (40,683) (4,690)
Current Forecast 10,925,857 therms 34,973 (39,970) (4,997)
Change from
Financial Plan
‐563,257 therms (1,020) 713 ( 307)
‐4.9% (2.8%) (1.8%)
Water Utility
Financial Plan 2,585,722 ccf 41,517 (46,454) (4,937)
Current Forecast 2,163,798 ccf 39,570 (46,126) (6,556)
Change from
Financial Plan
‐421,924 CCF (1,947) 328 (1,619)
‐16.3% (4.7%) (4.7%)
Wastewater Collection Utility
Financial Plan 18,319 (20,164) (1,845)
Current Forecast 18,219 (20,164) (1,945)
Change from
Financial Plan
(100) ‐ ( 100)
0.1% 0.0%
Fiber Optic Utility
Financial Plan 4,842 (3,785) 1,057
Current Forecast 4,842 (3,958) 884
Change from
Financial Plan
0
0.0%
(173)
4.6%
(173)
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
29
Table 5: FY 2016 Operations Reserves ($000)
Electric
Supply
Electric
Distribution
Gas Water
Wastewater
Collection
Fiber
Optic *
Beginning 16,012 6,486 10,543 11,664 2,431 21,361
Projected Change (11,802) (1,833) (4,997) (6,556) (1,945) 884
Transfers 9,000 ‐ 3,400 4,700 3,950 ‐
FY 2016 Ending 13,210 4,653 8,946 9,808 4,436 22,245
Reserve Minimum 14,762 7,835 5,884 6,208 2,445 895
Reserve Maximum 29,523 15,670 11,768 12,415 6,112 2,238
* For Fiber Optics, the Reserve is the Rate Stabilization (not the Operations) Reserve
CIP Reserves (Reappropriations and Commitments) Summary
Table 6: Electric CIP Reappropriations and Commitments
Table 7: Gas CIP Reappropriations and Commitments
Table 8: Wastewater Collection Utility CIP Reappropriations and Commitments
.
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
30
Table 9: Water Utility CIP Reappropriations and Commitments
Includes unspent funds from previous years carried forward or reappropriated into the current fiscal year
**Equal to Reserve for Reappropriations + Reserve for Commitments (CIP Reserves).
Residential Bill Comparisons
Table 10: Residential Electric Bill Comparison ($/month)
As of February 1, 2016
Season Usage (KWh/mo) Palo Alto PG&E Santa Clara Roseville
Winter
(Nov ‐Apr)
300 28.57 54.45 34.16 53.70
453 (Median) 48.49 88.13 52.21 69.87
650 76.33 142.09 75.47 98.42
1200 172.03 333.61 140.38 184.87
Table 11: Residential Natural Gas Bill Comparison ($/month)
As of February 1, 2016
Season Usage (therms) Palo Alto
Menlo Park, Redwood City,
Mountain View, Los Altos, and
Santa Clara (PG&E Zone X)
Roseville
(PG&E Zone S)
Winter
(Nov‐May)
30 31.25 40.23 40.23
54 (Median) 48.34 72.42 72.42
80 77.16 117.37 118.25
150 163.10 245.51 246.39
Table 12: Residential Water Bill Comparison ($/month)
As of February 1, 2016
Usage CCF/month Palo Alto
Menlo
Park
Redwood
City
Mountain
View
Los
Altos
Santa
Clara Hayward
4 41.31 44.11 43.69 31.46 32.75 16.64 28.68
(Winter median) 7 63.47 62.25 57.13 48.77 44.11 29.12 48.42
(Annual median) 9 82.51 74.36 66.77 60.31 51.68 37.44 61.58
(Summer median) 14 130.11 106.12 95.46 89.16 71.58 58.24 96.24
25 234.83 176.80 182.14 187.23 115.85 104.00 181.49
Based on the FY 2013 BAWSCA survey, the fraction of SFPUC as the source of potable water supply
was 100% for Palo Alto, 95% for Menlo Park, 100% for Redwood City, 87% for Mountain View, 10%
for Santa Clara and 100% for Hayward.
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
31
Table 13: Residential Wastewater Collection (Sewer) Bill Comparison ($/month)
As of February 1, 2016
Palo Alto Menlo Park Redwood City Mountain View Los Altos Santa Clara Hayward
31.95 81.08 74.95 28.80 32.01 37.94 28.93
Table 14: Median Residential Overall Bill Comparison ($/month)
As of February 1, 2016
Utility and Usage Palo Alto
Menlo
Park
Redwood
City
Mountain
View Los Altos
Santa
Clara Hayward
Electricity (453 kWh/mo) $ 48.49 $ 88.13 $ 88.13 $ 88.13 $ 88.13 $ 52.21 $ 88.13
Gas (54 th/mo) 48.34 72.42 72.42 72.42 72.42 72.42 72.42
Wastewater 31.95 81.08 74.95 28.80 32.01 37.94 28.93
Water (9 CCF/mo) 82.51 74.36 66.77 60.31 51.68 37.44 61.58
TOTAL $211.29 $315.99 $302.27 $249.66 $244.24 $200.01 $251.06
Non‐Residential Bill Comparisons
Table 15: Non‐Residential Electric Bill Comparison ($/month)
As of February 1, 2016
Usage (KWh/mo) Palo Alto PG&E Santa Clara Roseville
1,000 127 202 175 139
160,000 17,245 23,348 19,961 20,029
500,000 50,430 64,325 61,120 49,694
2,000,000 178,800 272,313 236,299 188,852
Table 16: Non‐Residential Natural Gas Bill Comparison ($/month)
As of February 1, 2016
Usage (therms/mo) Palo Alto PG&E
500 518 572
5,000 4,510 4,953
10,000 9,231 8,859
50,000 44,711 38,104
CIP Project Detail
Tables showing the details regarding the Capital Improvement Program projects are shown in:
1. Table 18 for the Electric Utility;
2. Table 19 for the Gas Utility;
3. Table 20 for the Wastewater Collection Utility; and
4. Table 21 for the Water Utility
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
32
Table 17: FY 2016 Q2 Reserve Report from the City’s Financial System
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
33
Table 18: Electric Utility CIP Project Detail (pg 1/2)
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
34
Table 18: Electric Utility CIP Project Detail (pg 2/2)
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
35
Table 19: Gas Utility CIP Project Detail (pg 1/2)
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
36
Table 19: Gas Utility CIP Project Detail (pg 2/2)
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
37
Table 20: Water Utility CIP Project Detail
Utilities Quarterly Update for Second Quarter of FY 2016
March 2016
38
Table 21: Wastewater Collection Utility CIP Projects
Project #Project Name
Reappropriated /
Carried Forward from
Previous Years
Current Year
Funding
Budget
Amendments
Spending,
Current Year
Remaining in
CIP Reserve
Fund Commitments FY 2017 FY 2018 FY 2019 FY 2020
SEWER SYSTEM REHABILITATION AND AUGMENTATION (SSR/A) PROGRAM
WC‐07004 SSR/A ‐ Project 20 39,293 ‐ ‐ ‐ 39,293 ‐ ‐ ‐ ‐ ‐
WC‐08012 SSR/A ‐ Project 21 151,847 ‐ (151,847) ‐ ‐ ‐ ‐ ‐ ‐ ‐
WC‐09001 SSR/A ‐ Project 22 (42,912) ‐ 42,912 (176) (176) ‐ ‐ ‐ ‐ ‐
WC‐10002 SSR/A ‐ Project 23 982,263 ‐ ‐ ‐ 982,263 224,253 ‐ ‐ ‐ ‐
WC‐11000 SSR/A ‐ Project 24 2,340,130 206,084 (206,084) (268,736) 2,071,394 2,032,231 ‐ ‐ ‐ ‐
WC‐12001 SSR/A ‐ Project 25 2,686,175 528,246 (528,246) (233,134) 2,453,041 2,046,281 ‐ ‐ ‐ ‐
WC‐13001 SSR/A ‐ Project 26 3,163,649 268,014 (268,014) (289,627) 2,874,022 2,705,906 ‐ ‐ ‐ ‐
WC‐14001 SSR/A ‐ Project 27 216,417 3,358,133 (268,133) (79,938) 3,226,479 1 ‐ ‐ ‐ ‐
WC‐15001 SSR/A ‐ Project 28 ‐ 330,000 ‐ ‐ 330,000 ‐ 3,183,000 ‐ ‐ ‐
WC‐16001 SSR/A ‐ Project 29 ‐ ‐ ‐ ‐ ‐ ‐ 327,849 3,278,490 ‐ ‐
WC‐17001 SSR/A ‐ Project 30 ‐ ‐ ‐ ‐ ‐ ‐ ‐ 337,684 3,376,845 ‐
WC‐19001 SSR/A ‐ Project 31 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 347,815 3,478,150
WC‐20000 SSR/A ‐ Project 32 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 358,249
WC‐21000 SSR/A ‐ Project 33 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐
Subtotal, Sewer Rehab./Augmentation 9,536,862 4,690,477 (1,379,412) (871,611) 11,976,316 7,008,672 3,510,849 3,616,174 3,724,660 3,836,399
ONGOING PROJECTS
WC‐13002 Fusion & Gen. Equip./Tools 78,132 50,000 (78,132) ‐ 50,000 ‐ 50,000 50,000 50,000 50,000
WC‐15002 WW System Improvements 435,981 232,000 (377,717) (578) 289,686 216,120 239,000 246,000 253,000 260,000
WC‐99013 Sewer / Manhole Rehab. 621,917 600,000 (506) (163,561) 1,057,850 1,015,451 618,000 636,540 655,636 675,305
Subtotal, Ongoing Projects 1,136,030 882,000 (456,355) (164,139) 1,397,536 1,231,571 907,000 932,540 958,636 985,305
CUSTOMER CONNECTIONS (FEE FUNDED)
WC‐80020 Sewer System Extensions 210,275 383,000 (305,227) (183,067) 104,981 57,994 394,000 405,820 417,995 430,534
Subtotal, Customer Connections 210,275 383,000 (305,227) (183,067) 104,981 57,994 394,000 405,820 417,995 430,534
GRAND TOTAL 10,883,167 5,955,477 (2,140,994) (1,218,817) 13,478,833 8,298,237 4,811,849 4,954,534 5,101,291 5,252,239
Funding Sources
Connection/Capacity Fees 383,000 (305,227) 394,000 405,820 417,995 430,534
Funded by Rates and Other Revenue 5,572,477 (1,835,767) 4,417,849 4,548,714 4,683,296 4,821,704
CIP‐RELATED RESERVES DETAIL
6/30/2015
(Actual) 9/30/2015
Reappropriations 2,700,167 5,180,596
Commitments 8,183,000 8,298,237