DocuSign Envelope ID: D338EC65-EE9E-481D-88D1-53E5183C37BB
DEPOSIT AGREEMENT
BETWEEN
THE CITY OF SANTA CLARA, CALIFORNIA
AND
WEST VALLEY - MISSION COMMUNITY COLLEGE DISTRICT
PREAMBLE
This Deposit agreement ("Agreement"), deposit and reimbursement for services outlined herein, is by and between West Valley - Mission Community College District, a California Public Community College with its principal place of business located at 14000 Fruitvale Ave, Saratoga, CA 95070 ("Customer"), and the City of Santa Clara, California, a chartered California municipal corporation with its primary business address at 1500 Warburton Avenue, Santa Clara, California 95050, doing business as Silicon Valley Power (the "City" or "SVP"). SVP and Customer may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."
The City and Customer agree as follows:
I. Customer requires services from SVP (Services). Such services are outlined in Exhibit A - Scope of Services and Cost Estimate attached to this Agreement and incorporated by reference.
A. City agrees to perform Services required by City.
B. City has estimated the costs of Services including related costs such as, but not limited to labor, materials, subcontracted services, permits, and easements required to complete Services (Cost of Services). Such costs may include costs of services provided directly by SVP and / or costs provided by third parties contracted by SVP.
II. Customer agrees to deposit$ 372,750 (Deposit) with the City.
A. Deposit shall be equal to the estimated Cost of Services plus a twenty-five percent (25%) contingency as well as any other City costs such as taxes, fees, and overhead that may be identified by City.
B. Customer understands that such Deposit is a retainer based on estimated Cost of Services and not a fixed fee for required services.
C. Deposit must be received by City before any work activity shall be initiated by City.
D. City shall maintain accounting for Deposit using a process that will permit City to provide routine reporting to Customer upon request. Customer understands that periodic reporting will be based on invoices and other information received as of the time of the report and there may be Deposit Agreement/West Valley-Mission Community College District Rev. 2/1/2022 Page 1
DocuSign Envelope ID: 0338EC65-EE9E-4810-8801-53E5183C37BB additional costs that have not yet been invoiced to City.
E. Customer shall have reasonable access to records of SVP to confirm the accuracy of the reconciliation.
F. Upon completion or termination of Services, City shall reconcile Cost of Services against Deposit.
1. If, after reconciliation, funds are remaining in Customer's Deposit, City shall refund remaining funds to Customer within sixty (60) days of conclusion of invoicing by any third parties providing service associated with Services.
2. If, after reconciliation, City determines that Deposit was insufficient to complete Services, City shall invoice Customer for any outstanding amounts. Customer shall make payment within thirty (30) days of invoice.
Ill. Changes to deposit or changes to Services:
A. Customer is responsible for all actual costs of services even if City does not notify the customer of changes to the Cost of Services.
B. In the event that it becomes known to City that the cost estimate will be exceeded, and those additional costs do not exceed the total Deposit, those additional costs may be passed through to Customer and deducted from Deposit without additional notification.
C. In the event that it becomes known to the City that, the Cost of Service estimate must be revised such that the Deposit is insufficient to complete the Services, City shall notify Customer, in writing, of the updated cost estimate as soon as practicable. The parties shall accept such updated estimates through execution of an Amendment to this Agreement including an update to Exhibit A.
1. If Customer agrees for City to continue Services, Customer shall remit additional deposit funds as required by City (Additional Deposit).
Upon execution of an Amendment to this Agreement and receipt of such Additional Deposit, City shall resume Services.
2. Should Customer decide not to authorize costs exceeding initial estimates and discontinue work, Customer shall be responsible for all costs up to the halt of Services. This may also include costs associated with cancelling or terminating services requested from others such as cancellation of materials purchases or other termination charges that may be incurred by City. In the event of cancellation under this provision, City shall complete accounting for Cost of Services as defined in Section II.
Deposit Agreement/West Valley-Mission Community College District Rev. 2/1/2022 Page 2
DocuSign Envelope ID: D338EC65-EE9E-481D-88D1-53E5183C37BB IV. Term
The term of this agreement shall begin on the date last date listed on the signature page and shall end six months after completion of Services unless terminated under the provisions of this Agreement.
V. Termination of Services:
A. In the event that either Party determines that it does not wish to continue Services, that Party will provide written notice to the other Party.
B. Upon receipt of such written notice from Customer, City will stop all work associated with the Services as soon as practicable and not more than thirty (30) days from the date of the notice from Customer.
C. Cost of Services shall be reconciled against Deposit as outlined in Section
11. VI. The performance of Services by SVP does not constitute conditional approval by the City of any other project or future services for Customer. Nothing in this Agreement shall be construed as a commitment by City to grant or issue any preliminary or final approvals in connection with provision of electric service or capacity, project planning, construction, including for General Plan Amendments, Rezoning, Development Plans, Subdivision Maps, Development Agreements, Environmental Impact Reports, and building permits. Customer acknowledges and agrees that nothing in this Agreement limits City's discretion. Customer agrees that it shall remain obligated to pay all costs for all work performed by SVP, regardless of whether any aspect of the Customer's project is ultimately approved.
VII. Hold Harmless/Indemnification
A. To the extent permitted by law, Customer agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with this Agreement - including claims of any kind by Customer's employees or persons contracting with Customer to perform any portion of this Agreement- and shall expressly include passive or active negligence by City connected with the Agreement. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.
Deposit Agreement/West Valley-Mission Community College District Rev. 2/1/2022 Page 3
DocuSign Envelope ID: 0338EC65-EE9E-4810-88D1-53E5183C3788 B. Customer's obligation to protect, defend, indemnify, and hold harmless in full City and City's employees, shall specifically extend to any and all employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Customer against City (either alone, or jointly with Customer), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.
VIII. Notices
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:
City of Santa Clara
Attention: Silicon Valley Power
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected], and
[email protected]
And to Customer addressed as follows:
Javier Castruita
West Valley College
14000 Fruitvale Ave
Saratoga, CA 95070
or by email at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given. An e-mail transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.
IX. Force Majeure
A. For the purpose of this Agreement, "Force Majeure" shall be defined as any cause beyond the control of the Party affected, and which by exercise of reasonable due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome or obtain or cause to be obtained a commercially reasonable substitute therefore.
B. Force Majeure includes Acts of God, flood, drought, earthquake, storm, tornado, fire, explosion, lightning, epidemic, public emergency, war, riot, civil disobedience, labor strike, labor dispute, labor or materials shortage (however labor or materials shortage does not include the mere inability to Deposit Agreement/West Valley-Mission Community College District Rev. 2/1/2022 Page 4
DocuSign Envelope ID: D338EC65-EE9E-481D-88D1-53E5183C37BB obtain that labor or material at a particular price), sabotage, restraint by court order, restraint by public authority, or action or non-action by governmental authority or accident.
C. No Party shall be relieved of liability for failure of performance if such failure is due to causes arising out of its own negligence or due to the removal of remediable causes which it fails to take reasonable efforts to remove or remedy within a reasonable time, or due to mere fluctuations in market prices. Nothing contained herein shall be construed to require a Party to settle any strike or labor dispute in which it may be involved. Either Party rendered unable to fulfill any of its obligations under this Agreement by reason of Force Majeure shall give prompt written notice of such fact to the other Party and shall exercise due diligence to remove such inability with all reasonable dispatch.
[SIGNATURES ON FOLLOWING PAGE]
Deposit Agreement/West Valley-Mission Community College District Rev. 2/1/2022 Page 5
DocuSigo Envelope ID: D33BEC65-EE9E-461D-BBD1-53E5163C37BB The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives . The Effective Date is the date that the final signatory executes the Agreement. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.
CITY OF SANT A CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated: 3/o-dd-{Ja_;)_.
Digitally signed by Luis M.
Luis M. Haro ~=:~:2022 .03.2315:37: 16
-07'00'
Office of the City Attorney
City of Santa Clara
"CITY"
an a ara
Warburton Ave
Santa Clara , CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
WEST VALLEY- MISSION COMMUNITY COLLEGE DISTRICT
a California Public Community College
Dated: 3/8/2022
By (Sign~~:~ JAVIER CASTRUQ:::~:""•
Title:
Principal Place of
Business Address:
Telephone:
Associate Vice Chancellor Facilities
Development and Operations
14000 Fruitvale Ave.
Saratoga , CA 95070
408-741-2042
"CUSTOMER "
Deposit Agreement/West Valley-Mission Community College District Rev. 2/1/2022 Page 6
DocuSign Envelope ID: D338EC65-EE9E-481D-88D1-53E5183C37BB
DEPOSIT AGREEMENT BETWEEN
THE CITY OF SANT A CLARA, CALIFORNIA AND
WEST VALLEY. MISSION COMMUNITY COLLEGE DISTRICT
EXHIBIT A· SCOPE OF WORK AND COST ESTIMATE
Project Description
SVP must complete system upgrades in order to accommodate Customer's Distributed Energy Resource (DER) system. Mission College has an existing 1.12 MW Photovoltaic (PV) capacity. In addition to the existing PV Capacity, Customer will interconnect and operate a new 2.5 MW PV with 2MW/4MWH battery energy storage in parallel operation with SVP's distribution system.
Scope
The scope of work to be performed by SVP includes the purchase and installation by SVP personnel of equipment identified as system upgrades necessary to interconnect the Customer's system to Silicon Valley Power's distribution system. This scope does not require SVP to acquire any easements or permits on the behalf of the customer.
Cost Estimate
The Preliminary estimation of costs below includes interconnection and/or system upgrades required to interconnect the Customer's system to Silicon Valley Power's distribution system, but does not include any generation facilities constructed, owned and operated by the Customer. The below costs are estimates using average cost without actual field verification.
. ~ ·---· _,, __ ---- ----------- - -----
Interconnection Customer Notes
Requirements Cost
--------
Fiber Installation $29,000 Includes staff labor. Engineering by Fiber group, construction by SVP Fiber Group
------·- . --·--
T&D Installation $8,000 Includes staff labor. Engineering by SVP, SVP system support, SVP Transmission and
Distribution crew to construct
..•. ----- -------- ------ ---- ---------
Vacuum Disconnect $170,000 Equipment procurement from Innovative Switch Switchgear
--------·- ""' .. -·--···"·-- ·- --------- -- -------------- "-" - Programming $37,000 Performed by Eaton/innovative Switchgear ---- -------------------------- ------ ~-- . .. -- - --- -,-,-,-------- ---------- ·-· _,,,._, __ ,,, ..
Acceptance Testing $17,000 Acceptance and commissioning cost performed and Commissioning by Eaton/Innovative Switchgear
- ----- ------------ ---- -------- --------- ------"- •... ··-· _,,.,_,_, __ ·-·- - . ------ ------------ -- ------- ------ ----- -- ------ -- .
Deposit Agreement/West Valley-Mission Community College District Rev. 2/1/2022 Page 7
DocuSign Envelope ID: D338EC65-EE9E-481D-88D1-53E5183C37BB -- -- ---- ---- -----·
Interconnection Customer Notes
Requirements Cost
Metering Upgrades $3,000 Cost of new metering
- ------- --- ------- -------- - - - - --------- - --
Testing and $20,000 SVP Engineering
Commissioning
---·- ----------
Sub total $284,000
- - -- - ------------- ----------
25% Contingency $71,000
... -- ., ,_ _____ ,, ____ - - - -· ···-··----- -
5% Contribution in lieu $17,750
- - - - -
___ , ____ ,, ___
- ----------
Total Cost $372,750
- --- - ------------- ----------
Deposit Agreement/West Valley-Mission Community College District Rev. 2/1/2022
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