DocuS!gn Envelope ID: BFAB6FC5-AOBD-4830-BB20-509270E8065A
SUBSTATION AGREEMENT
BY AND BETWEEN
THE CITY OF SANTA CLARA, CALIFORNIA,
AND
651 WALSH PARTNERS, LLC
FOR
LAURELWOOD JUNCTION SUBSTATION
PREAMBLE
This Substation Agreement ("Agreement") is made and entered into on the date last signed by the Parties ("Effective Date") by and between the City of Santa Clara, California, a chartered California municipal corporation ("City"), and 651 Walsh Partners, LLC, a Delaware limited liability company ("Customer"). The City and Customer may be referred to in this Agreement individually as a "Party" or collectively as the "Parties".
RECITALS
A. The City of Santa Clara owns and operates an electric utility, doing business as Silicon Valley Power ("SVP"), and currently provides electric service to Customer pursuant to standard electric rate schedules authorized by the City Council of the City of Santa Clara at parcel number 224-04-059, in the City of Santa Clara, California ("Premises"), which is shown on Exhibit A, attached hereto and incorporated herein; B. Customer has requested that City provide 99 MVA of Capacity ("Total Capacity"). City has determined that a new single customer electric substation, which is shown as the area and equipment marked as the Substation Facilities in Exhibit C, attached hereto and incorporated herein, with a Capacity of 99 MVA, to be known as Laurelwood Junction (LJ) ("Substation Facilities"), is required to be built to fulfill its obligations to Customer;
C. City has determined that the Substation Facilities require new 60 kV transmission line extensions ("Transmission Facilities") to connect the Substation Facilities to SVP's electrical system;
D. The Parties acknowledge that significant System Capacity Improvement Facilities will be required to provide Capacity of 99 MVA to the Customer. The Parties further acknowledge these improvements are not fully within their control and may impact the Customer's Available Capacity Schedule. SVP will use commercially reasonable efforts to provide the Customer with Available Capacity according to the Available Capacity Schedule in Table E1, as modified from time to time in accordance with this Agreement; and
E. The purpose of this Agreement is to set forth the mutual obligations of the Parties with respect to supplying Customer with initial interim electric power and then with Capacity and transmission infrastructure for the Premises.
Substation Agreement with 651 Walsh Partners, LLC
Rev 11/15/2022
DocuSfgn Envelope ID: BFAB6FC5-AOBD-4830-BB20-509270E8065A Therefore, in consideration of the foregoing, the Parties agree as follows:
AGREEMENT PROVISIONS
1. DEFINITIONS
A. "Capacity" is the maximum or peak amount of electric power (electricity) that may be received by Customer for use at a specific point in time and is determined by System Operating Limits.
1. "Available Capacity" is the Capacity depicted in Exhibit E and is the maximum Capacity available to be used by the Customer during each year of each Load Phase.
2. "Available Capacity Schedule" the phased schedule by which the City anticipates Capacity requested by Customer will be available. The Available Capacity Schedule is outlined in Exhibit E.
3. "Interim Capacity" is the Capacity available from SVP from 12 kV distribution feeders prior to operation of the Substation Facilities.
4. "Cumulative Paid Capacity" is the Capacity for which Customer has paid Load Development Fees. Paid Capacity is greater than or equal to Available Capacity as set forth in Exhibit E.
5. "Total Capacity" is the Customer requested maximum MVA Capacity and cannot exceed 99 MVA. While the Substation Facilities and Transmission Facilities will be designed to meet Total Capacity, the maximum Capacity available to Customer is Available Capacity for each Load Phase.
B. "Electric Service" is defined in SVP Rules and Regulations No. 1C- Definitions.
C. "Estimated Duration" in Exhibit D, attached hereto and incorporated herein, is an estimated duration for a set of tasks. This is a best-case scenario and does not include potential delays caused by weather or other Force Majeure Events.
D. "Load Development Fee" is the Commercial Facilities Dedicated 60 kV Fee in the City of Santa Clara Municipal Fee Schedule. This fee represents the share of costs associated with System Capacity Improvement Facilities required for the Project. This fee funds systemwide capital expenditures directly related to the addition of infrastructure associated with new load increases and does not include costs directly attributed to Customer's Project. Customer will be obligated to pay the fee based on the City's Municipal Fee Schedule at the time of the invoice.
E. "Load Phase" is depicted in Exhibit D and represents the periods for which a specific Available Capacity is in effect and available for Customer to use.
F. "Peak Demand" is the sum of the highest average kW delivery, at the Premises, of any 15-minute interval.
Substation Agreement with 651 Walsh Partners, LLC
Rev 11/15/2022
OocuSfgn Envelope ID: BFAB6FC5-A0BD-4830-BB20-5O9270E8065A G. "Rules and Regulations" means any applicable City and SVP laws, rules, regulations, ordinances, resolutions, and regulations as may be amended from time to time.
H. "System Capacity Improvement Facilities" are the system improvements required by City to support the Total Capacity requested by Customer. System Capacity Improvement Facilities include projects on SVP's 230 kV, 115 kV, and 60 kV transmission lines, receiving stations, and Pacific Gas & Electric Bulk Electric System Improvements.
I. "System Operating Limits" means (1) the maximum allowable Bulk Electric System (BES) operating limits the SVP electric system is capable of operating as determined by the National Electric Reliability Corporation (NERC) Reliability Standards or as otherwise required by Federal Energy Regulatory Commission (FERG), or (2) for non-BES level such other operating limits on the SVP electric system as determined by SVP.
2. "PROJECT OVERVIEW
A. PROPOSED PROJECT:
The Project (defined below), (PLN2018-13303), was approved at the Development Review Hearing of the City of Santa Clara on September 16, 2020.
The "Project" means the project being undertaken by Customer at the Premises to demolish the warehouse building that was on the Premises to construct a 435,050 square-foot four-story data center (the "Walsh Data Center" or "WDC"), generator yard, electric substation, surface parking, landscaping and site improvements. The Project also includes a modification to increase maximum building height from 70 feet to 87.5 feet.
The Walsh Data Center (WDC) building has two attached components-a four story Data Center Building where client servers and associated electrical equipment would be housed, and a three-story Power Base Building located on the site's frontage with Walsh Avenue which would include support facilities such as the building lobby, restrooms, conference rooms, office space, and customer space. 33 back-up generators would be located in a generation yard adjacent to the north side of the WDC building.
8. ELECTRIC FACILITIES:
1. Customer will construct the electrical Substation Facilities with a capacity of 99 megavolt amps (MVA) on the southeast corner of the Premises.
2. City and Customer have agreed that Customer will fund, develop, and construct the Substation Facilities and fund all the development and construction costs of the Transmission Facilities to serve the Premises.
3. In the course of the development of the Premises, City and Customer will finalize requirements for the interconnection facilities necessary for supplying electrical power within the Project ("Connection Phase").
Substation Agreement with 651 Walsh Partners, LLC
Rev 11/15/2022
DocuSign Envelope ID: BFAB6FC5-A0BD-4830-BB20-5D9270E8065A
4. The layout of and requirements for the interconnection facilities shall be complete and agreed upon by the Parties prior to commencement of any construction of the Substation Facilities.
5. The beginning and the ends of these successive phases may overlap. The respective responsibilities and obligations of the City and Customer for each of these phases are more particularly described below.
6. Customer has requested a Total Capacity of 99 MVA. In the event that 99 MVA is not included in Exhibit E, SVP and Customer shall meet at least every two (2) years beginning with execution of this Agreement to consider amendments to this Agreement to modify or extend the Available Capacity Schedule in Exhibit E.
3. INTERIM PHASE
A. SVP OBLIGATIONS
1. To enable Customer to begin construction and operate without interruption until the Substation Facilities are fully constructed and begin operation, Customer shall construct the infrastructure in order to utilize up to 9 MVA of Interim Capacity of Electric Service ("Interim Service"). Interim Service will be provided from two (2) 12 kV distribution feeders at or near the location set forth in the Interim Service diagram attached as Exhibit B, attached hereto and incorporated herein. SVP shall provide such 9 MVA of Interim Capacity following completion of such Interim Service facilities and continuing until service has been transferred to the Substation Facilities as provided in this Agreement.
2. Customer may, upon a 30-day written notice, request for additional 3 MVA temporary Interim Capacity for a total of up to 12 MVA for Customer's testing and commissioning purposes. Such additional temporary Interim Capacity shall only be available during the testing and commissioning process. After testing and commissioning is complete, Customer's Available Capacity shall revert to the Available Capacity Schedule in Exhibit E.
B. CUSTOMER OBLIGATIONS
1. Customer shall provide written notification of its construction and equipment procurement schedule, proposed load ramp schedule and planned usage of the Interim Capacity until such time as the Interim Capacity is transferred to the Substation Facilities.
Substation Agreement with 651 Walsh Partners, LLC
Rev 11/15/2022
DocuSign Envelope ID: BFAB6FC5-A0BD-4830-B820-5D9270E8065A
2. Customer acknowledges that up to 9 MVA Interim Capacity requested for the site is the combined allocation for the Premises. Customer shall pay all costs associated with the construction and removal of the Interim Service and pay any Load Development Fees associated with Interim Service. Customer shall work with SVP to transfer Customer's existing load from the Interim Service to the new Substation Facilities within three (3) months after energization of the Substation Facilities.
4. SUBSTATION DEVELOPMENT PHASE
A. SUBSTATION DEVELOPMENT SCHEDULE:
1. Customer shall provide a proposed project schedule to SVP that is aligned with the Schedule in Exhibit D for review and approval by SVP. Each Party shall notify the other Party as soon as practicable when the schedule is anticipated to change.
2. Customer and SVP shall make commercially reasonable efforts to provide open communication with both Parties' operational teams during commissioning. SVP will inform Customer of changes in the commissioning schedule.
B. SVP OBLIGATIONS
1. SVP will provide the Available Capacity indicated in MVA in each Load Phase as further detailed in Exhibit E to the Premises, upon completion of, and served by, the Substation Facilities, Transmission Facilities and required System Capacity Improvement Facilities. Because the System Capacity Improvement Facilities completion schedules are not fully controlled by SVP, SVP, at its sole discretion, may limit Customer and Customer tenants' Available Capacity until the Capacity is made available to SVP. The Parties agree that the Capacity from the Substation Facilities will be provided pursuant to the Rules and Regulations, applicable Silicon Valley Power Rate Schedules, current Load Development Fees and subject to the completion of any system upgrades necessary to serve the load at the time the load Capacity increase is initiated. Available Capacity shall be provided to the Customer based on the Load Development Fee applicable at the time of the invoice from City.
2. Electric Service will be made available to the Customer, at the Utility Connection Point, from the Substation Facilities and connected to the Premises through the Transmission Facilities. The Utility Connection Point for a SVP junction facility is the Customer side of the 60 kV disconnect switches located within the Substation Facilities as shown in Exhibit C.
Substation Agreement with 651 Walsh Partners, LLC
Rev 11/15/2022
DocuSign Envelope ID: BFAB6FC5NA0BDN4830NBB20N5D927DE8065A
3. SVP will use commercially reasonable efforts to test and commission the Substation Facilities to be able to deliver the Capacity according to the Available Capacity Schedule (inclusive of any Interim Service that is transferred to the Substation Facilities) in Table E1 of Exhibit E, at 60 kV, within thirty (30) months after the Effective Date of this Agreement.
4. SVP shall use commercially reasonable efforts to design, construct, test and commission the Transmission Facilities to be able to deliver the Available Capacity according to the Available Capacity Schedule (inclusive of any Interim Capacity that is transferred to the Premises) in Table E1 of Exhibit E, within thirty (30) months after the Effective Date of this Agreement.
5. Completion of the Substation Facilities and Transmission Facilities is subject to the following terms:
a) SVP shall own, operate, and maintain the Substation Facilities and Transmission Facilities, SVP control building, and all equipment located therein except for any portion of such facilities that are located downstream of the Customer's point of connection with SVP as described in this Agreement.
b) The Parties agree to coordinate the design and construction of the Substation Facilities and Transmission Facilities in accordance with the Project Schedule and Costs attached hereto as Exhibit D, to ensure timely completion.
c) SVP shall design the City-owned control building and its associated protection and control equipment, within the Substation Facilities. d) SVP shall keep Customer informed on an ongoing basis as to the costs it is incurring associated with the design, construction, testing, commissioning, and completion of the Substation Facilities and Transmission Facilities, including periodic updates to Exhibit D as appropriate. Once preliminary engineering review is complete, SVP will provide Customer with a detailed estimate of SVP project cost to fully complete the control building with the Substation Facilities. SVP shall provide Customer with reasonable access to SVP's books and records that substantiate any costs SVP proposes to bill to Customer related to the Substation Facilities and Transmission Facilities.
e) In no way will City be held responsible or subject to any penalty if the System Capacity Improvement Facilities are not complete by Customer's anticipated or proposed energization date.
Substation Agreement with 651 Walsh Partners, LLC
Rev 11/15/2022
DocuSign Envelope ID: BFAB6FC5-A0BD-4830-BB20-5D9270E8065A f) Subject to the requirements of this subsection, SVP will begin testing and commissioning activities upon the issuance of a Notice of Substantial Completion. A Notice of Substantial Completion means a written notice issued by Customer to SVP in which Customer warrants that (1) the Substation Facilities are substantially complete in accordance with its construction documents as mutually agreed to during the 100% design phase; and (2) none of Customer's contractors remain working within the secured perimeter boundary of the Substation Facilities depicted in Exhibit C. Customer shall provide SVP thirty (30) days advanced notice of changes to the Substantial Completion date. SVP will use commercially reasonable efforts to complete all testing and commissioning activities within one hundred and twenty (120) days of SVP's receipt of the Notice of Substantial Completion.
Notwithstanding the foregoing, if SVP determines that the Notice of Substantial Completion is incorrect or otherwise inaccurate, the one-hundred-and-twenty-day period shall not start or run until the Parties mutually agree in writing that the deficiencies have been corrected or no longer exists. SVP is not obligated to compress its testing and commissioning schedule to meet Customer's
anticipated service date.
C. CUSTOMER OBLIGATIONS
1. The Customer shall design (with the exception of the City-owned control building}, procure, and construct Substation Facilities, as shown in Exhibit C, to provide 60 kV service to the Premises, at its own financial risk, per SVP's standards and requirements.
2. The Substation Facilities would consist of three (3) 50 MVA transformers.
In the event one transformer fails, then the total load, not to exceed 99 MVA, would be equally transferred to both remaining in-service transformers.
3. Completion of the Substation Facilities and Transmission Facilities is subject to the following terms:
a) The Substation Facilities shall be for exclusive use of the Customer's building(s) to be constructed on the parcel 224-04-059, as shown on Exhibit A.
b) Substation Facilities 60 kV bus will be a breaker and half scheme with the complete 60 kV junction being constructed to serve the Premises.
c) Customer shall obtain any necessary land use entitlements, and provide any property rights, including easements, to the City, necessary to construct, complete and maintain the Substation Facilities.
Substation Agreement with 651 Walsh Partners, LLC
Rev 11/15/2022
DocuSlgn Envelope ID: BFAB6FC5wA0BDw4830w8820~5D9270E8065A d) Customer shall provide documents required to transfer any Substation Facility-related equipment to City such as, but not limited to, bill of sale in a form acceptable to City.
e) SVP and Customer shall negotiate and execute one or more easement agreements providing limited easements on the
Premises, as may be required by SVP, to install, operate, and maintain any necessary distribution facilities.
f) Customer shall be responsible for all costs associated with the acquisition of all easements necessary for the Transmission Facilities.
g) Customer shall construct a perimeter wall, marked as "Perimeter Wall" on Exhibit C, which shall create a physical boundary around the Substation Facilities for ensuring the Substation Facilities' security ("Substation Perimeter Wall"}. The Substation Perimeter Wall shall be for SVP's exclusive use. Only SVP approved signage is permitted on the Substation Perimeter Wall. The Substation Facilities shall have an all-weather asphalt surface underlain by an aggregate base compliant with SVP's standards.
h) The Customer shall procure the Substation Facilities control building to comply with SVP's design specifications and requirements. Any changes or substitutions to SVP's design package for the control building must have SVP approval prior to implementation, which approval shall not be unreasonably delayed or withheld. SVP, or SVP's designated representative, shall oversee factory acceptance testing of the control building and inspect the control building prior to shipment of the building to the Premises. All deficiencies identified by SVP during the factory inspection visits or factory acceptance testing shall be corrected prior to shipment of the control building to the Premises. i) Customer-owned control, communication, and protection wiring from the Customer's control building shall be routed to an intermediate marshalling termination cabinet located on Customer side of demarcation fence, and related equipment, will be owned and maintained by Customer. All control and protection wiring must be clearly identified by Customer according to SVP direction to avoid confusion when troubleshooting, maintaining, or repairing City-owned equipment to avoid possible misoperation of any SVP equipment.
Substation Agreement with 651 Walsh Partners, LLC
Rev 11/15/2022
DocuS!gn Envelope ID: BFAB6FC5wA0BDA830-BB20w5O9270E8065A j) Customer shall pay the City estimated and actual costs pursuant to Payment Milestones set forth in Exhibit D. These costs shall include, but not be limited to, all travel expenses incurred by SVP to perform factory inspections, oversee testing for any equipment purchased by Customer to be turned over for SVP's ownership, and all punch list items necessary to fully integrate the Substation Facilities into SVP's network. Invoiced costs by City shall be due within thirty (30) days of the date of invoice. Invoices from City shall describe in detail the costs to Customer and back-up shall be provided upon request.
k) Customer and SVP acknowledge that an interconnection study has been completed to reflect development and Available Capacity Schedules known at the time of that study. SVP will update Customer on projects and schedules that may impact the Available Capacity feasibility as that information becomes available.
I) Standards of Care: Customer shall ensure that its contractors perform the construction of the Substation Facilities and other facilities to be transferred to SVP in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California and that contractors maintain all required licenses, permits, qualifications, insurance and approvals.
m) Warranty: By delivery of the Substation Facilities to be transferred to SVP, Customer expressly warrants that the Substation Facilities to be transferred to SVP shall be free from defect in workmanship and/or material for a period of one ( 1) year from the date of energization of the Substation Facilities and that all work was completed in conformance to the construction documents as mutually agreed to during the 100% design phase which shall conform to industry standards and all applicable laws. Customer shall cause its contractor to promptly replace or correct any incomplete, inaccurate, or defective materials or services occurring within the time period specified in this section, if it is determined that the cause of the defect was related to either material or workmanship and not City caused, at no cost to City when the Substation Facilities fail to conform with the foregoing. If Customer fails to promptly correct or replace materials or services in accordance herewith, City may make corrections or replace materials or services and charge Customer for the cost incurred by City. Customer shall assign and transfer to the City all material and equipment warranties related to the Substation Facilities. n) If Customer desires to use Available Capacity, Customer must pay Load Development Fee according to City of Santa Municipal Fee Schedule, on the timelines in Exhibit D and Exhibit E and 30 days prior to the energization of the additional Electric Service.
Substation Agreement with 651 Walsh Partners, LLC
Rev 11/15/2022
DocuSign Envelope ID: BFAB6FC5-AOBD-4830-BB20-509270E8065A
5. CONNECTION PHASE
A. SVP OBLIGATIONS
1. Upon completion of the Substation Facilities, Transmission Facilities and System Capacity Improvement Facilities, SVP shall provide the Available Capacity (inclusive of any Interim Capacity that is transferred to the Substation Facilities) according to the Available Capacity Schedule in Exhibit E, Table E1. Such Capacity shall include primary and, as necessary, secondary, services to the Premises.
2. All electrical equipment, installed by Customer upon the Premises for the purpose of, but not limited to, delivery and metering of Customer's Electric Service, shall become the property of SVP. SVP shall own, operate, and maintain the Substation Facilities (including the City-owned control building and all other City-owned equipment) and the Transmission Facilities at its sole cost and expense, in accordance with good utility practices and Rules and Regulations as they may be amended.
B. CUSTOMER OBLIGATIONS
1. SVP and Customer will negotiate and prepare one or more easement agreements providing limited easements on the Premises, as may be required by SVP, to install, operate, and maintain any necessary distribution facilities.
2. Customer shall work with SVP to transfer Customer's existing load from the Interim Service or any other temporary power to the new Substation Facilities within three (3) months after energization of the Substation Facilities.
6. LOAD FORECAST AND LOAD DEVELOPMENT FEE PAYMENT SCHEDULE A. During Interim Service and after the Substation Facilities are energized, Customer is permitted to use Available Capacity based on Exhibit E as it may be amended pursuant to this Section.
B. City will invoice Load Development Fees based on the Load Development Fee in the City of Santa Clara Municipal Fee Schedule at the time of invoice on the following schedule:
1. Within 30 days of the Effective Date of this Agreement, City will invoice Customer for Load Development Fees based on 9 MVA for Interim Services.
2. City will invoice 11 MVA of Load Development Fees within 30 days after energization of Substation Facilities.
Substation Agreement with 651 Walsh Partners, LLC
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DocuSign Envelope ID: BFAB6FC5-A0BD-4830-BB20-5D9270E8065A
3. After the payment milestones detailed above, each time that Available Capacity exceeds Cumulative Paid Capacity in Exhibit E, City will invoice Load Development Fees in 10 MVA increments based on the current Municipal Fee Schedule rate at time of invoice date.
C. SVP may request, and the Customer shall provide, a 10-year load forecast by month within thirty (30) days of SVP's request in a form required by SVP. SVP may make such request up to twice per year. This forecast will be used to determine applicable Capacity available for use and incorporated into SVP's TPP with CAISO. This 10-year load forecast (which may also be referred to as load ramp schedule) is for transmission planning purposes only and does not modify Exhibit E. Exhibit E may only be modified by amendment to this Agreement or pursuant to Subsection F of this Section 6.
D. SVP will evaluate Customer's load forecast and determine applicable Capacity available for use and incorporated into SVP's TPP with CAISO. SVP may adjust load forecast to meet SVP's System Capacity requirements.
E. Customer shall be responsible for operating within the Available Capacity for each Load Phase in Exhibit E. In the event that Available Capacity for a Load Phase is exceeded, the Customer shall pay any penalties, damages, or any other cost associated with Customer's load exceeding Available Capacity. Such costs include, but are not limited to, the de-energization of SVP electric system for asset inspection and pass through of any penalties assessed to SVP by the California Independent System Operator (CAISO) relating to Resource Adequacy forecasted Capacity based on the Customer's excess load above Available Capacity for that phase identified in Exhibit E.
F. Capacity Reduction:
1. SVP will monitor Peak Demand at the end of each Load Phase and annually after the last Load Phase depicted in Exhibit E.
2. After the end of each Load Phase, City, at its sole discretion, may reduce the Available Capacity and Cumulative Paid Capacity based on the Peak Demand during the last completed phase (Reduced Available Capacity).
3. During the Load Phases defined in Exhibit E, Peak Demand is calculated as the highest demand average over three (3) consecutive monthly billing periods (Average Peak Demand) for each year during that Load Phase.
4. In the event that Available Capacity in a Load Phase is 15% or more greater than Average Peak Demand, SVP may take action to reduce Available Capacity and unilaterally amend Exhibit E ("Capacity Reduction").
Substation Agreement with 651 Walsh Partners, LLC
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DocuSign Envelope ID: BFAB6FC5-A0BD-4830-BB20-5D9270E8065A
5. SVP shall notify the Customer of any such Capacity Reduction by means of a Capacity Reduction Notice in substantially the same format as Exhibit F attached and incorporated by reference. Such notice will include an updated Exhibit E. Such updated Exhibit E shall replace the most recent Exhibit E and, through that notice, Exhibit E will be effectively amended and incorporated into this Agreement, unless modified through an Amendment to this Agreement or a subsequent Capacity Reduction.
Customer may appeal the Capacity Reduction Notice to the Chief Electric Utility Officer and shall provide any information requested. The final determination shall be at the sole discretion of the Chief Electric Utility Officer.
6. In the event that SVP issues a Capacity Reduction Notice, which includes Capacity for which customer has paid Load Development Fees, SVP will refund the amounts Customer paid for the amount of available capacity that has been reduced, unless such capacity is included in a future Load Phase. Customer shall have no right to any interest accrued by the entire payment, or any amount refunded. For the avoidance of doubt, Customer shall not be required to pay Load Development Fees more than once for the same Capacity, unless such Load Development Fees were fully refunded to Customer in connection with a reduction prior to the date that Customer is required to pay such Load Development Fees for the increased Available Capacity.
7. If the Cumulative Paid Capacity has been subject to a Capacity Reduction at any time during the term of the Agreement and, if the Customer's demand is expected to increase above the reduced Available Capacity, then the Customer may request to modify Exhibit E of this Agreement.
Customer shall provide any supporting information requested by SVP, and, if acceptable to City, the Parties will execute an Amendment to the Agreement amending Exhibit E.
8. After the Final Load Phase, SVP may continue to evaluate the highest Peak Demand average over (3) three consecutive monthly billing periods during a five-year window beginning with the end date of the final phase of the currently effective Available Capacity Schedule. SVP may issue Capacity Reduction Notices at any time that the Available Capacity in the Final Load Phase is 15% greater than the Average Peak Demand.
G. When evaluating Customer Peak Demand, SVP may evaluate any anomalies such as needle peaks that may artificially increase peak demand and, at SVP's sole discretion, such anomalies may be excluded from the calculation of Average Peak Demand.
H. Customer shall provide at least 14-day advance notice of any maintenance or commissioning activities that would affect Peak Demand.
Substation Agreement with 651 Walsh Partners, LLC
Rev 11/15/2022
DocuSign Envelope ID: BFAB6FC5-A0BD-4830-BB20-5D9270E8065A
7. NON-INTERFERENCE
Neither Party, nor any of its agents, or contractors, shall perform any work relating to the Interim Service, the Substation Facilities, the Transmission Facilities, or the Premises in a manner which unreasonably interferes with the other Party's work or property. Without limiting the generality of the foregoing, each party shall consult in good faith with the other regarding the manner in which work will be performed.
8. FORCE MAJEURE
A. Notwithstanding anything to the contrary in this Agreement, neither Party shall be considered to be in default in performance of any of its obligations under this Agreement when a failure of performance is due to a Force Majeure event.
B. For the purpose of this Agreement, "Force Majeure" is defined as any cause beyond the reasonable 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.
C. Force Majeure includes, failure or threat of failure of facilities, 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 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), which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence has been unable to overcome.
D. Notwithstanding Section VIII.C, a Force Majeure does not include (a) any cost and expense increase; (b) any strike or lockout or other labor-related disturbance involving only the employees of Customer or its contractors, (c) typical weather or climatic conditions, including precipitation (including rain and snow}, heat or wind conditions as would be expected for the geographic area of the Premises, (d) intentionally deleted (e) economic hardship of any Party; (f) machinery or equipment breakdown due to inadequate maintenance, (g) price fluctuations with respect to labor or materials, supplies or components of equipment related to items to be supplied by Customer under this Agreement; and (h) the application of laws and/or implementation of health and safety guidelines, whether legally mandated or merely recommended, that exist on the Effective Date and relate to the Coronavirus pandemic, including laws or guidelines regarding wearing of protective masks, social distancing, on-site COVID testing or other related medical screening, rental of additional portable restrooms and/or additional trailers to promote social distancing, additional cleaning and disinfection, procurement of hand sanitizer, masks, air filters, thermometers and signage, and management and oversight of the foregoing.
Substation Agreement with 651 Walsh Partners, LLC
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DocuSign Envelope ID: BFAB6FC5wA080w4830w8B20-509270E8065A E. The Party claiming that a Force Majeure event has occurred shall notify the other Party in writing within thirty (30) days from the date that such Party knew of the event or circumstance giving rise to the claim. Such notice shall fully describe the claimed Force Majeure event, and outline the affected Party's efforts to prevent, avoid, overcome, delay or mitigate such Force Majeure event and the impacts on its performance hereunder, as well as the anticipated duration of such delay. The affected Party shall keep the other Party informed, in writing, on a regular basis during the pendency of the Force Majeure event to any updated information regarding such anticipated duration.
9. NO ASSIGNMENT OF AGREEMENT/SUCCESSORS IN INTEREST
A. Customer and City each bind itself, its successors, and assigns, to all of its respective covenants of this Agreement. Except as otherwise set forth in this Agreement, no interest in this Agreement or any of the work provided for under this Agreement shall be assigned or transferred, either voluntarily or by operation of law, by either Party without the prior written approval of the other Party, which approval shall not be unreasonably withheld, conditioned, or delayed; any such assignment shall not relieve the assignor from any of its obligations under this Agreement.
B. In performance of this Agreement, Customer shall be as fully responsible to each other for the acts and omissions of their respective subcontractors, and of persons either directly or indirectly employed by them, as Customer is for the acts and omissions of persons directly employed by ii.
10. NO THIRD-PARTY BENEFICIARY
Except permitted assignees per Section 9 above, this Agreement shall not be construed to be an agreement for the benefit of any third-party or parties and no third-party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.
11. 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 Customer's performance under 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.
Substation Agreement with 651 Walsh Partners, LLC
Rev 11/15/2022
DocuSign Envelope ID: BFAB6FC5-A0BD-4830-BB20-5D9270E8065A 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.
12. AMENDMENTS
It is mutually understood and agreed that no alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the Parties and incorporated as an Amendment to this Agreement.
13. SEVERABILITY CLAUSE
In case any one or more of the provisions contained herein shall be held invalid, illegal or unenforceable by a court of competent jurisdiction, it shall not affect the validity of the other provisions which shall remain in full force and effect.
14. WAIVER
Waiver by either Party of any provision of this Agreement shall not be construed as waiver(s) of any other provision of this Agreement. This specifically includes SVP's active or passive waiver of remedies in connection with specific incidences of Customer exceeding Available Capacity, which shall not be construed as waiver of rights in connection with any subsequent incidence of Customer exceeding Available Capacity.
15. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to SVP addressed as follows:
Chief Electric Utility Officer
City of Santa Clara
1500 Warburton Avenue
Santa Clara, California 95050
And by e-mail at [email protected], and
[email protected]
And to Customer addressed as follows:
c/o Digital Realty Trust
365 Main Street
San Francisco, California 94105
Attention: Asset Manager
Substation Agreement with 651 Walsh Partners, LLC
Rev 11/15/2022
DocuSign Envelope ID: BFAB6FC5-AOBD-4830-BB20-509270E8065A Copy to:
c/o Digital Realty Trust
5707 Southwest Parkway
Building 1, Suite 275
Austin, TX 78735
Attention: General Counsel
Email: [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. Pacific Standard Time on a Friday shall be deemed to have been transmitted on the following business day.
16. CAPTIONS
The captions of the various sections, paragraphs and subparagraphs of this Agreement are for convenience only and shall not be considered or referred to in resolving questions of interpretation.
17. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.
18. COMPLIANCE WITH LAWS
Customer shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted, including but not limited to "The Code of the City of Santa Clara, California" ("SCCC"). In particular, Customer's attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally, Customer has read and agrees to comply with City's Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).
19. DISPUTE RESOLUTION
A. Unless otherwise mutually agreed to by the Parties, any controversies between the Parties regarding the construction or application of this Agreement, and claims arising out of this Agreement or its breach, shall be submitted to mediation within thirty (30) days of the written request of one Party after the service of that request on the other Party.
Substation Agreement with 651 Walsh Partners, LLC
Rev 11/15/2022
DocuSign Envelope ID: BFAB6FC5-A0BD-4830-BB20-5D9270E8065A B. The Parties may agree on one mediator. If they cannot agree on one mediator, the Party demanding mediation shall request the Superior Court of Santa Clara County to appoint a mediator. The mediation meeting shall not exceed one day (eight (8) hours). The Parties may agree to extend the time allowed for mediation under this Agreement.
C. The costs of mediation shall be borne by the Parties equally.
D. Mediation under this section is a condition precedent to filing an action in any court. In the event of litigation or mediation that arises out of any dispute related to this Agreement, the Parties shall each pay their respective attorney's fees, expert witness costs and cost of suit, regardless of the outcome of the litigation.
20. OTHER AGREEMENTS
This Agreement shall not prevent either Party from entering into similar agreements with other entities or individuals.
21. TERMINATION OF AGREEMENT
A. Termination for Cause
For purposes of this Agreement, the term "Default" shall mean the failure of any Party to perform any material obligation in the time and manner provided by this Agreement. Either Party may terminate this Agreement in the event of a Default by the other Party by providing a written Notice of Termination to the defaulting Party. Such Notice of Termination shall become effective no less than thirty (30) calendar days after a Party receives such notice. Such Notice of Termination for cause shall include a statement by the terminating Party setting forth grounds for determination of Default under the Agreement.
B. Opportunity to Cure Default
Upon receipt of a Notice of Termination by a Party arising from its Default under this Agreement, the defaulting Party shall have thirty (30) days from the receipt of such notice to cure the Default by making such payment or performing the required obligation (or additional time, if any that is reasonably necessary to promptly and diligently cure the default). If the Default is cured, the Agreement shall remain in effect and the Notice of Termination for cause deemed rescinded.
Substation Agreement with 651 Walsh Partners, LLC
Rev 11/15/2022
DocuSign Envelope ID: BFAB6FC5-AOBD-4830-BB20-509270E8065A C. Termination without Cause
At any time, Customer may elect to terminate construction of the Substation Facilities upon delivery of (180) days written notice thereof to the City. If Customer chooses to terminate construction of the Substation Facilities and Transmission Facilities, Customer will reimburse any and all City expenses, termination fees, and cancellation fees reasonably incurred by the City related to the Substation Facilities and Transmission Facilities prior to the expiration of such 180-day notice period. Customer shall not be entitled to a refund of any Load Development Fees that have been paid prior to the written notice of termination.
Customer shall not be obligated to continue construction of the Substation Facilities during the 180-day notice period.
22. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.
23. INTEGRATED DOCUMENT-TOTALITY OF AGREEMENT
This Agreement and its Exhibits embody the entire agreement between the Parties regarding the subject matter of this Agreement. No other understanding, agreements, conversations, or otherwise, with any officer, agent, or employee of the City shall affect or modify any of the terms in or obligations created by this Agreement. [SIGNATURES CONTINUE ON FOLLOWING PAGE]
Substation Agreement with 651 Walsh Partners, LLC
Rev 11/15/2022
Page18of31
DocuSign Envelope ID: BFAB6FC5-A0BD-4830-BB20-5D9270E8065A The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated: / ~ ~ dJ--3
~ - ~ '
Oani~I Ballln (Jan 4, 202319:◄9 PST)
Office of the City Attorney
City of Santa Clara 1~IT~':£ &r147
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone : (408) 615-2210
Fax (408) 241-6771
651 WALSH PARTNERS, LLC
a Delaware limited liability company
By: Digital Walsh Holding , LLC,
a Delaware limite~ liability company ,
its managing member
By: Digital Realty Trust, L.P.,
a Maryland limited partnership
its sole member and manager
By: Digital Realty Trust, Inc.,
a Maryland corporation ,
its general partner
Dated: -R-D.-1,ocdus_,g~n•,rl-d b_v=_ o_e_c_em_b_e_r _2_0_, _2_0_2_2 --- --- By (Signature): __,,_f~-"=~=i=~A:IARA4...._11 ____ ______ ____ _ Name: Ra =tr8 Rar
------- --------- --Title: Vice President, Portfolio Management Group Principal Place of 2323 Brya n St., Dallas, TX 75201
Business Address :
Telephone :
~ 40~8~-~42~9~-~55-3~0---------- ---
---- ------- -------
"CUSTOMER"
Substat ion Agreement with 651 Walsh Partners, LLC
Rev 11/15/2022
DocuSign Envelope ID: BFAB6FC5-AOB0-4830-BB20-509270E8065A
EXHIBIT A
Parcel Map
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EXHIBIT B
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EXHIBIT C
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Substation Agreement with 651 Walsh Partners, LLC / Exhibit C Rev 11/15/2022
DocuSign Envelope ID: BFAB6FC5-A0BD-4830-8B20-5D9270E8065A
EXHIBIT D
Project Schedule and Costs
I. PAYMENT RATES
A. Customer shall pay the Load Development Fee according to the schedule in Table D1 based on the Load Development Fee in the published City of Santa Clara Municipal Fee Schedule at the time of the invoice.
B. In addition to any costs paid to directly to third parties by Customer for construction and other Customer responsibilities under this Agreement, Customer shall also be responsible for actual costs for Substation Facilities and Transmission Facilities including, but not limited to, actual City out-of pocket costs for any associated work, services, or materials. Following Customer's request, City will provide copies of invoices or similar back-up for such costs.
II. PAYMENT SCHEDULE
A. City will invoice Customer based on the milestone schedule in Table D1.
Payment is due within 30 days of Invoice Date.
B. All Estimated Amounts are based on fees at the time of this Agreement.
Actual Amounts will be based on fees at the time of invoice. ** As used in this Exhibit D and its Tables, references to Substation Agreement ( capitalized or otherwise) shall refer to this Agreement.
Substation Agreement with 651 Walsh Partners, LLC / Exhibit D Rev 11/15/2022
OocuSign Envelope ID: BFAB6FC5-A0BD-4830-BB20-5 □ 9270E8065A Table D1 - Payment Milestone Schedule
Estimated
Milestone SVP Invoice Date (payment due 30 days after Invoice Date) Milestone Payment Amount
City will issue an invoice within 30 Days after the Effective Date of this Agreement.
1 This payment milestone includes Load Development Fees for 9 MVA $5,294,910 Interim Service ($3,140,910) as well as Payment for Substation Facilities and Transmission Line Design and Construction Elements ($2,154,000) as further detailed in Table D2.
City will issue an invoice 30 days prior to submittal of procurement 2 contract for Steel Transmission Facilities Pole and Materials to City $851,000 Council for approval.
3 City will issue an invoice 30 Days before Public Works Construction $2,000,000 Contract is submitted to Council for approval.
Within 30 days of Customer notification that the Substation Facilities 4 are expected to be Substantially Complete, the City will issue an $466,000 invoice for Substation Commissioning and Testing.
30 Days after energization of Substation Facilities, City will invoice 5 customer for the difference between estimated Project costs and actual $TBD Project costs.
Phase O Load Development Fee: City will invoice Customer Load $3,838,890 6 Development Fee for 11 MVA within 30 days after energization of Substation Facilities.
Phase 2 Load Development Fee; City will invoice Customer Load 7 Development Fees for a 10 MVA block according to the provisions of $3,489,900 Section 6.8.2 of the Agreement estimated at 8 years following energization of Substation Facilities.
Ill. PROJECT SCHEDULE & ESTIMATED COSTS
Table 02 sets forth (1) the design and construction activities associated with the Substation Facilities and Transmission Facilities; and (2) associated schedule and payment estimates. Tasks and activities in this schedule may overlap and Estimated Duration is a best-case scenario estimate.
A. All SVP Estimated Costs are based on fees at the time of this Agreement. Actual Amounts will be based on fees effective at the time of invoice.
Substation Agreement with 651 Walsh Partners, LLC / Exhibit D Rev 11/15/2022
DocuSign Envelope ID: BFAB6FC5-A0BD-4830-BB20-5D9270E8065A Table D2 - Substation Facilities and Transmission Line Design and Construction Elements
Estimated Estimated Payment Task/ Activity Amount to be Comments Duration paid to SVP Milestone Control Building Procurement 8 months $862,000 PM 1 City will invoice within 30 days after Drawings. Preparation of Public City executes Substation Works Construction Contract Agreement. City will commence Specification Documents. work after City receives payment in City Costs associated with full.
Substation Facilities Design and Construction costs are paid directly Construction. by Customer. Customer shall pay
costs of City Services such as, but
not limited to: City engineering staff
labor or City contracted costs.
Work will occur concurrently with
preparation of Substation Facilities
and Transmission Facilities
drawings.
Substation Facilities 4 months $466,000 PM4 Upon Customer notification that the Commissioning and Testing. Substation Facilities are expected to be Substantially Complete within
30 days, City will invoice for
Substation Facilities
Commissioning and Testing. Work
will commence after payment in full
is received by City and Substation
Facilities are Substantially
Complete.
Transmission Facilities Interconnection Process (Estimated Duration 26 months) includes tasks associated with #7 - #14 below. This process will occur concurrent with Substation Facilities design, construction, commissioning, and testing.
Transmission Line Design. 6 months $191,000 PM 1
Remote Terminal Line Panel 12 months $101,000 PM 1
Procurement Drawings and
Preparation of Contract
Specification Preparation.
Steel Transmission Facilities Pole 8 months $ 851,000 PM2 and Materials Procurement.
Substation Agreement with 651 Walsh Partners, LLC / Exhibit D Rev 11/15/2022
City will invoice within 30 days after
City executes Substation
Agreement. City will commence
work after City receives payment in
full.
Payment is due within in 30 days of
invoice date. City will commence
work after City receives payment in
full.
City will invoice 30 days prior to
submittal of procurement contract
to Council for approval.
DocuSign Envelope ID: BFAB6FC5-A0BD-4830-BB20-5D9270E8065A Estimated Estimated Payment Task/ Activity Amount to be Comments Duration paid to SVP Milestone Public Works Construction Bid 9 months $2,000,000 PM3 City will invoice 30 days before process for Transmission Public Works contract is submitted Facilities line construction. to City Council for approval. City will commence work once Public
Award of Public Works Contract 4 months Works Contract is executed and for Transmission Line payment is received in full. Task construction. includes procurement and
installation work necessary at
Transmission Facilities line 3 months adjacent substations for relay panel construction associated with replacement or upgrades
connecting the Substation necessary for new interconnection.
Facilities to the SVP 60 kV loop.
Work necessary at adjacent This Task/ Activity does not stations for relay panel include any work associated with replacement or upgrades capacity increases on the loop. necessary for the new
interconnection.
Transmission Facilities Line 6 months
Interconnection (City Labor).
Miscellaneous Costs and True-Up (Associated with both Substation Facilities and Transmission Line Design and Construction Costs.
1. Miscellaneous costs may $1,000,000 PM 1
include, but are not limited to:
• Encroachment permits
from City of Santa Clara,
Santa Clara County, and
Santa Clara Valley Water
District;
• Utility relocation work;
• Soil remediation or
disposal of hazardous
materials not previously
identified;
• Stormwater Pollution
Prevention Plan
(SWPPP) permit fees,
and
• in lieu transfer to City of
Santa Clara General
Fund.
City will invoice Customer (and PMS
Customer shall pay) the
difference between estimated and
actual costs.
Substation Agreement with 651 Walsh Partners, LLC / Exhibit D Rev 11/15/2022
City will invoice estimated amount
within 30 days after execution of
Substation Agreement.
City will invoice Customer for
difference between estimated costs
and actual costs for Substation
Facilities and Transmission Line
Design and Construction.
DocuSign Envelope ID: BFAB6FC5-A0BD-4830-BB20-5O9270E8065A Estimated Estimated Payment Task/ Activity Amount to be Comments Duration paid toSVP Milestone TOTAL ESTIMATED DURATION 30 MONTHS $5,471,000 Estimated duration includes net AND COSTS duration with schedule overlaps
included. Schedule assumes
best case scenario
(Transmission Facilities
Interconnection Process) and no
delays due to Force Majeure or
other causes.
IV. LOAD DEVELOPMENT FEE PAYMENT SCHEDULE
A. Total Capacity Anticipated (49 MVA).
B. All Estimated Amounts are based on Load Development Fees at the time of this Agreement ($348.99/kVA). Actual Amounts will be based on fees in the Santa Clara Municipal Fee Schedule at the time of invoice.
C. All payments are due within 30 days of invoice date from City.
Table D3 - Load Development Fee Payment Schedule
. . ·---·-~· -----
Load Phase Timeline Estimated amount
to be oaid to SVP
Interim Phase - City will invoice $3,140,910
Substation Agreement within 30 days after
executed by City - Load execution of
Development Fee (based Substation
on 9 MVA) Agreement.
------ .... -----------·--- -- - -·--·-··-"
Phase 0 - Energization City will invoice $3,838,890
of Substation Facilities within 30 days after
energization of
Substation
Facilities.
-- ------------- - '---------------- -- --- -------·
Substation Agreement with 651 Walsh Partners, LLC / Exhibit D Rev 11/15/2022
I Payment
I Milestone
PM 1
PMG
Comments
City will invoice Load
Development fees
for 9 MVA Interim
Capacity.
City will invoice Load
Development Fees
for 11 MVA for
Phase 0 of Available
Capacity according
to Available Capacity
Schedule in Table
E1. City must
receive payment in
full before Capacity
will be made
available to
Customer.
I
OocuSfgn Envelope ID: BFAB6FC5-AOB0-4830-BB20-509270E8065A Load Phase Timeline Estimated amount Payment Comments
to be paid to SVP Milestone
Phase 2 - Substation City will invoice $3,489,900 PM7 City will invoice Load Facilities Energization according to the Development Fees Date - Load Development provisions of for 10 MVA for
Fee (based on 10 MVA) Section 6.B.2 of the Phase 2 Available Agreement Capacity according
estimated at 6 to Table E1, 6 years
years following after Substation
energization of Service energized.
Substation City must receive Facilities. payment in full before Capacity will
be made available to
Customer.
---------------- ------- -----
ESTIMATED TOTAL $10,469,700
LOAD DEVELOPMENT
FEES
-------- -----. ---------- ----- ---- --------
V. AVAILABLE CAPACITY SCHEDULE
Load
Phase
Interim
Service
0 A. SVP will make commercially reasonable efforts to provide Available Capacity for Customer's use based on the timeline shown in this Table E1 -Available Capacity Schedule.
B. Beginning with Phase 0, the start date of the Available Capacity Schedule is the July 1st following the Energization Date of the Substation Facilities ("Capacity Start Date").
C. 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.
D. Table E1 - Available Capacity Schedule is subject to the provIsIons of Sections 6.F. (Capacity Reduction) of the Agreement and may be modified pursuant to the terms of that section.
Table E1 -Available Capacity Schedule
Phase Start Available Capacity for Load Cumulative
Date Phase End Date Year Capacity Development Fee Paid Capacity (MVA) Payment (MVA) (Max 99 MVA)
Interim Service 3 months after
facilities Substation Facilities 2023 5MVA 9MVA 9MVA
complete Energized
Substation 2 years after 2024 7MVA 11 MVA 20 MVA
Facilities Substation Facilities
Energized Energized 2025 9MVA 20MVA
Substation Agreement with 651 Walsh Partners, LLC / Exhibit D Rev 11/15/2022
DocuSign Envelope ID: BFAB6FC5-AOBD-4830-BB20-509270E8065A Load Phase Start Available
Phase Date Phase End Date Year Capacity
(MVA)
2026 11 MVA
2 years after
1 Substation 3 years after Phase
Facilities 1 start date 2027 13 MVA
Energized
2028 16 MVA
2029 18 MVA
Substation
2 Facilities 3 years after Phase 2030 20 MVA Energization 2 Start Date Date + 5 years
2031 22 MVA
Substation 2032 24MVA
3 Facilities 2 years after Phase
Energization 3 Start Date 2033 24 MVA Date + 8 years
Substation Agreement with 651 Walsh Partners, LLC / Exhibit D Rev 11/15/2022
Capacity for Load Cumulative
Development Fee Paid Capacity
Payment (MVA) (Max99 MVA)
20 MVA
20 MVA
20 MVA
20 MVA
20MVA
10MVA 30MVA
30 MVA
30 MVA
DocuSign Envelope ID: BFAB6FC5-A0BD-4830-BB20-5O9270E8065A
EXHIBIT F
Sample Capacity Reduction Notice
This Capacity Reduction Notice is made pursuant to the [INSERT SUBSTATION NAME] Substation Agreement (the "Agreement"), between the City of Santa Clara'-- California, a chartered California municipal corporation ("City") and [INSERT NAME OF ENTITY], [INSERT TYPE OF ENTITY] ("Customer") dated ___ __ , 20_.
This Capacity Reduction Notice is governed by the provisions of the Agreement, and this Capacity Reduction Notice is incorporated into that Agreement.
Customer is hereby notified that the Total Available Capacity per the Available Capacity Schedule (Exhibit E) of the Agreement has been reduced according to the below calculations:
Capacity Reduction Notice pursuant to Phase#: [INSERT SUBJECT YEAR]
1. Total Available Capacity per Available Capacity Schedule for year: ____ MVA
2. Peak Demand for [INSERT FIRST MONTH], 20_ during evaluation period [INSERT YEAR STATED IN STEP 1]: ____ MVA
3. Peak Demand for [INSERT SECOND MONTH], 20_ during evaluation period [INSERT YEAR STATED IN STEP 1]: _______ _ MVA
4. Peak Demand for [INSERT THIRD MONTH], 20_ during evaluation period [INSERT YEAR STATED IN STEP 1]: ________ MVA
5. Average Peak Demand of three consecutive monthly billing periods: [INSERT AVERAGE OF STEPS 2, 3 AND 4] MVA
6. If Available Capacity is 15% or greater than Average Peak Demand average with Additional 15%: [INSERT MVA FROM STEP 5 MULTIPLIED BY 1.15] MVA The new Total Available Capacity for Phase# [INSERT YEAR STATED IN STEP 1] is [INSERT MVA CALCULATED IN STEP 7] MVA.
Based on the above reduction calculation, Table E1-Availabl e Capacity Schedule in Table E1 of the Agreement has been reduced as reflected in Table E1 -Amend ed [DA.TE] attached and incorporated into the Agreement by reference.
By:
Name: ------------Tit I e: Chief Electric Utility Officer Signature: _ ___________ _
Date: -----------
File: File signed copy of Notice with the City Clerk's Office in Laurelwood Junction Substation Agreement Substation Agreement with 651 Walsh Partners, LLC / Exhibit F Rev 11/15/2022
Laurelwood_Substation_Agreement_-12-6-22_(p
artial)
Final Audit Report
Created:
By:
Status:
Transaction ID:
2023-01-04
Ahcomb Hardwick (ahardwick@svpower .com)
Signed
CBJCHBCAABAAe0to2940cjXG 1 WZEzvdvRZfMozsw-YEp
2023-01-05
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IS?. Document emailed to Daniel Ballin ([email protected]) for signature 2023-01 -04 - 6:56:09 PM GMT
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