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Proposed Amendment No. 1 to the Substation Agreement with Vantage Data Centers CA31, LLC

City Council and Authorities Concurrent
November 19, 2024

Document
Proposed Amendment No. 1 to the Substation Agreement with Vantage Data Centers CA31, LLC
Meeting
November 19, 2024
Body
City Council and Authorities Concurrent
Original file
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Text extracted from the city's file for reading and search. Open the original on santaclara.legistar1.com. That file is the official record.

Amendment No. 1 to Agreement/Vantage Data Centers CA31 Page 1 of 5 Rev. 10/25/2019

EBIX Insurance No. S200005288

AMENDMENT NO. 1

TO THE SUBSTATION AGREEMENT

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND
VANTAGE DATA CENTERS CA31, LLC

PREAMBLE
This Amendment No. 1 to the Substation Agreement (“Amendment No. 1”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (“City”) and Vantage Data Centers CA31, LLC, a Delaware Limited Liability Company (“Customer”). City and Customer may be referred to individually as a “Party” or collectively as the “Parties”.

RECITALS
A. The Parties previously entered into an agreement entitled “Substation Agreement By and Between the City of Santa Clara, California and Vantage Data Centers CA31, LLC for Services Between the City of Santa Clara, California, and Vantage Data Centers CA31, LLC”, dated October 13, 2022 (Agreement) and

B. The Parties wish to amend the Agreement to update Exhibit E – Available Capacity Schedule and Exhibit G1 – Vantage Portfolio Operating Limit.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. EXHIBIT E of the Agreement, entitled “AVAILABLE CAPACITY SCHEDULE”, is deleted and replaced with “EXHIBIT E AVAILABLE CAPACITY SCHEDULE, AMENDED DECEMBER 1, 2024”, attached hereto and incorporated into the Agreement by reference.

2. EXHIBIT G1 of the Agreement, entitled “VANTAGE PORTFOLIO OPERATING LIMIT”, is deleted and replaced with “EXHIBIT G1 VANTAGE PORTFOLIO OPERATING LIMIT, AMENDED DECEMBER 1, 2024”, attached hereto and incorporated into the Agreement by reference.

3. Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.

[SIGNATURES ON FOLLOWING PAGE]

Amendment No. 1 to Agreement/Vantage Data Centers CA31 Page 2 of 5 Rev. 10/25/2019

The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form: Dated:

GLEN R. GOOGINS
City Attorney

JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”

VANTAGE DATA CENTERS CA31, LLC
a Delaware limited liability Company

Dated:

By (Signature):

Name: Jeffery Tench
Title: President
Principal Place of
Business Address:
2820 Northwestern Parkway
San Jose, CA 95131
Email Address: [email protected]
Telephone: (303) 562-6744
“CUSTOMER”

Amendment No. 1 to Agreement/Vantage Data Centers CA31 Page 3 of 5 Rev. 10/25/2019

EXHIBIT E

AVAILABLE CAPACITY SCHEDULE
AMENDED DECEMBER 1, 2024
I. SVP will make commercially reasonable efforts to provide Available Capacity for Customer's use based on the timeline shown in Table E1 ("Available Capacity Schedule").

II. The start date of the Available Capacity Schedule is the July 1st following the energization of the Substation Facilities ("Capacity Start Date"). Where load development fees are due pursuant to Table E1, City will invoice customer for Load Development Fee Payment after July 1 of the applicable year.

Ill. The Phase Start Date for each phase assumes Customer has paid all amounts due including, but not limited to, Load Development Fees and charges included in Exhibit D before the start of that Phase.

IV. Table E1 - Available Capacity Schedule is subject to the provisions of Section VI.F. (Capacity Reduction) of the Agreement.

Table E1 -Available Capacity Schedule

Load
Phase

Phase Start
Date

Phase End
Date

Year

Available
Capacity
(MVA)
Capacity for
Load
Development
Fee Payment
(MVA
Cumulative
Paid
Capacity
(Max 99
MVA)

Interim
Service

Interim Service
Facilities
complete
3 months
after
substation
facilities
energized

2022
to
2023

2.5 MVA 20 MVA 20 MVA

0 Substation
Facilities
Energized
3 years after
energization
of Substation
Facilities
2024 19 MVA 0 MVA 20 MVA
2025 22 MVA 10 MVA 30 MVA
2026 40.5 MVA 10 MVA 40 MVA

1 Date Substation
Facilities
Energized +3
years

3 years after
Phase 1 Start
Date
2027 40.5 MVA* 10 MVA 50 MVA
2028 40.5 MVA* 0 MVA 50 MVA
2029 40.5 MVA* 0 MVA 50 MVA

2 Date Substation
Facilities
Energized +6
years

3 years after
Phase 2 Start
Date
2030 40.5 MVA* 0 MVA 50 MVA
2031 40.5 MVA* 0 MVA 50 MVA
2032 40.5 MVA* 0 MVA 50 MVA

3 Date Substation
Facilities
Energized +8
years

2 years after
Phase 3 Start
Date
2033 40.5 MVA* 0 MVA 50 MVA
2034 40.5 MVA* 0 MVA 50 MVA

*To exceed 40.5 MVA at this location, additional loop configuration or an additional loop may be required which may delay ramp increase.

Amendment No. 1 to Agreement/Vantage Data Centers CA31, LLC Rev. 10/25/19

EXHIBIT G
EXHIBIT G1

VANTAGE PORTFOLIO OPERATING LIMIT
AMENDED DECEMBER 1, 2024

Table G-1 -Available Capacity Schedule for Vantage Properties

Vantage Portfolio Capacity Operation Limits for the following Vantage Properties per the Letter from Manuel Pineda to Sam Huckaby, dated 9/24/2020 and attached as Exhibit G2:
• 2820 Northwestern
• 2897 Northwestern
• 737 Mathew
• 2590 Walsh

Year 2897
Northwestern
(MVA)
2820
Northwestern
(MVA)
737
Mathew
(MVA)
2590
Walsh
(MVA)
Total Portfolio
(MVA)
2024 6.5 50.0 47.0 19.0 122.5
2025 8.0 57.0 66.0 22.0 153.0
2026 8.0 60.0 72.0 40.5 180.5
2027 8.0 60.0 84.0 40.5 192.5*
2028 8.0 60.0 84.0 40.5 192.5*
2029 8.0 60.0 84.0 40.5 192.5*
2030 8.0 60.0 84.0 40.5 192.5*
2031 8.0 60.0 84.0 40.5 192.5*
2032 8.0 60.0 84.0 40.5 192.5*
2033 8.0 60.0 84.0 40.5 192.5*

* Limited to 192.5 MVA until such time as SVP, in its sole discretion, determines that SVP can accommodate additional MVA; provided, however, that such determination shall not occur earlier than (1) the completion of SVP transmission and CAISO controlled transmission grid projects and (2) the increase of system capacity.

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