63 no less stringent than those in this Article 18; and (c) use such Confidential Information for purposes of administering this Agreement and, in cases where Seller is the Receiving Party, for the purpose of developing, financing, owning, and operating the Facility. Confidential Information will retain its character as Confidential Information but may be disclosed by the Receiving Party if and to the extent such disclosure is required (a) to be made by any requirements of Law, (b) pursuant to an order of a court or (c) in order to enforce this Agreement; provided, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure. If the Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, summons, civil investigative demands, or similar processes or otherwise in connection with any litigation or to comply with any applicable Law, order, regulation, ruling, regulatory request, accounting disclosure rule or standard or any exchange, control area or independent system operator request or rule) to disclose any Confidential Information of the Disclosing Party, Receiving Party shall provide Disclosing Party with prompt notice so that Disclosing Party, at its sole expense, may seek an appropriate protective order or other appropriate remedy. If the Disclosing Party takes no such action after receiving the foregoing notice from the Receiving Party, the Receiving Party is not required to defend against such request and shall be permitted to disclose such Confidential Information of the Disclosing Party, with no liability for any damages that arise from such disclosure. The Parties acknowledge and agree that this Agreement or its performance, and information and documentation provided in connection with this Agreement, including Confidential Information, may be subject to the California Public Records Act (Government Code Section 7920 et seq.) and Buyer shall incur no liability arising out of any disclosure of such information or documentation provided in connection with this Agreement, including Confidential Information, that is subject to public disclosure under the California Public Records Act.
18.3 Irreparable Injury; Remedies. Receiving Party acknowledges that its obligations hereunder are necessary and reasonable in order to protect Disclosing Party and the business of Disclosing Party, and expressly acknowledges that monetary damages would be inadequate to compensate Disclosing Party for any breach or threatened breach by Receiving Party of any covenants and agreements set forth in this Article 18. Accordingly, Receiving Party acknowledges that any such breach or threatened breach will cause irreparable injury to Disclosing Party and that, in addition to any other remedies that may be available except as otherwise limited under this Agreement (but notwithstanding any prohibition contained in the last paragraph of Section 12.2), in law, in equity or otherwise, Disclosing Party will be entitled to obtain injunctive relief against the threatened breach of this Article 18 or the continuation of any such breach, without the necessity of proving actual damages or the posting of any bond.
18.4 Disclosure to Lenders, Etc. Notwithstanding anything to the contrary in this Article 18, Confidential Information may be disclosed by Seller to any actual or potential Lender or investor or any of their Affiliates, and Seller’s actual or potential agents, consultants, contractors, or trustees, so long as the Person to whom Confidential Information is disclosed agrees in writing to be bound by the confidentiality provisions no less stringent than those in this Article 18.
18.5 Public Announcements. Except as may otherwise be required by applicable Law, neither Party will, nor will it allow its affiliates, contractors and vendors to, make any public
64 announcement, press release or statement regarding this Agreement unless the public announcement, press release or statement is approved in advance by the other Party, in its reasonable discretion.
ARTICLE 19
MISCELLANEOUS
19.1 Entire Agreement; Integration; Exhibits. This Agreement, together with the Cover Sheet and Exhibits attached hereto, constitutes the entire agreement and understanding between Seller and Buyer with respect to the subject matter hereof and supersedes all prior agreements relating to the subject matter hereof, which are of no further force or effect. The Exhibits attached hereto are integral parts hereof and are made a part of this Agreement by reference. The headings used herein are for convenience and reference purposes only. In the event of a conflict between the provisions of this Agreement and those of the Cover Sheet or any Exhibit, the provisions of first the Cover Sheet, and then this Agreement shall prevail, and such Exhibit shall be corrected accordingly. 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 Party as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution hereof.
19.2 Amendments. This Agreement may only be amended, modified or supplemented by an instrument in writing executed by duly authorized representatives of Seller and Buyer; provided, that, for the avoidance of doubt, this Agreement may not be amended by electronic mail communications.
19.3 No Waiver. Waiver by a Party of any default by the other Party shall not be construed as a waiver of any other default.
19.4 No Agency, Partnership, Joint Venture or Lease. Seller and the agents and employees of Seller shall, in the performance of this Agreement, act in an independent capacity and not as officers or employees or agents of Buyer. Under this Agreement, Seller and Buyer intend to act as energy seller and energy purchaser, respectively, and do not intend to be treated as, and shall not act as, partners in, co-venturers in or lessor/lessee with respect to the Facility or any business related to the Facility. This Agreement shall not impart any rights enforceable by any third party (other than a permitted successor or assignee bound to this Agreement or, to the extent set forth herein, any Lender) or Indemnified Party.
19.5 Severability. In the event that any provision of this Agreement is unenforceable or held to be unenforceable, the Parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby. 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 and this Agreement as a whole.
19.6 Mobile-Sierra. Notwithstanding any other provision of this Agreement, neither Party shall seek, nor shall they support any third party seeking, to prospectively or retroactively
65 revise the rates, terms or conditions of service of this Agreement through application or complaint to FERC pursuant to the provisions of Section 205, 206 or 306 of the Federal Power Act, or any other provisions of the Federal Power Act, absent prior written agreement of the Parties. Further, absent the prior written agreement in writing by both Parties, the standard of review for changes to the rates, terms or conditions of service of this Agreement proposed by a Party shall be the “public interest” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956). Changes proposed by a non-Party or FERC acting sua sponte shall be subject to the most stringent standard permissible under applicable law.
19.7 Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument and each of which shall be deemed an original. The Parties may rely on electronic or scanned signatures as originals.
19.8 Electronic Delivery. Delivery of an executed signature page of this Agreement by electronic format (including portable document format (.pdf)) shall be the same as delivery of an original executed signature page.
19.9 Binding Effect. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.
19.10 No Recourse to Members of Buyer. Buyer is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) pursuant to its Joint Powers Agreement and is a public entity separate from its constituent members. Buyer shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Seller shall have no rights and shall not make any claims, take any actions or assert any remedies against any of Buyer’s constituent members, or the employees, directors, officers, consultants or advisors or Buyer or its constituent members, in connection with this Agreement.
19.11 Forward Contract. The Parties intend that this Agreement constitutes a “forward contract” within the meaning of the U.S. Bankruptcy Code, and Buyer and Seller are “forward contract merchants” within the meaning of the U.S. Bankruptcy Code. Each Party further agrees that, for all purposes of this Agreement, each Party waives and agrees not to assert the applicability of the provisions of 11 U.S.C. § 366 in any bankruptcy proceeding wherein such Party is a debtor.
In any such proceeding, each Party further waives the right to assert that the other Party is a provider of last resort to the extent such term relates to 11 U.S.C. §366 or another provision of 11 U.S.C. § 101-1532.
19.12 Service Contract. The Parties intend this Agreement to be a “service contract” within the meaning of Section 7701(e) of the Internal Revenue Code of 1986, as amended.
19.13 Further Assurances. Each of the Parties hereto agree to provide such information, execute and deliver any instruments and documents and to take such other actions as may be necessary or reasonably requested by the other Party which are not inconsistent with the provisions
66 of this Agreement and which do not involve the assumptions of obligations other than those provided for in this Agreement, to give full effect to this Agreement and to carry out the intent of this Agreement.
19.14 Change in Electric Market Design. If a change in the CAISO Tariff renders this Agreement or any provisions hereof incapable of being performed or administered, then any Party may request that Buyer and Seller enter into negotiations to make the minimum changes to this Agreement necessary to make this Agreement capable of being performed and administered, while attempting to preserve to the maximum extent possible the benefits, burdens, and obligations set forth in this Agreement as of the Effective Date. Upon delivery of such a request, Buyer and Seller shall engage in such negotiations in good faith. If Buyer and Seller are unable, within sixty (60) days after delivery of such request, to agree upon changes to this Agreement or to resolve issues relating to changes to this Agreement, then any Party may submit issues pertaining to changes to this Agreement to the dispute resolution process set forth in Article 15. Notwithstanding the foregoing, (i) a change in cost shall not in and of itself be deemed to render this Agreement or any of the provisions hereof incapable of being performed or administered, and (ii) all of the unaffected provisions of this Agreement shall remain in full force and effect during any period of such negotiation or dispute resolution.
[Signatures on following page]
[Signature Page to Energy Storage Service Agreement]
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Effective Date.
Trolley Pass Project LLC
By:
Name:
Title:
NORTHERN CALIFORNIA POWER
AGENCY, a California Joint Action Agency
By:
Name:
Title:
Exhibit A - 1
EXHIBIT A
FACILITY DESCRIPTION
Name of Facility: Trolley Battery Energy Storage Project Owner: Seller
Type of Facility: Battery Energy Storage System
Qualified Operator: Seller shall provide notice of the initial Qualified Operator(s) to Buyer at least thirty (30) days prior to Initial Synchronization Site Address:
Site includes all or some of the following APNs:
County: San Bernardino County
CEQA Lead Agency: City of Rancho Cucamonga
Delivery Point: Facility PNode described in the CAISO Full Network Model.
Facility P-node: To be established prior to the Commercial Operation Date at the Southern California Edison Etiwanda Substation 230 kV bus. Seller shall promptly notify Buyer following the establishment of the P-node.
Facility Meter: CAISO Metered Entity
Facility Interconnection Point: The Facility shall interconnect to the Etiwanda Substation 230 kV Substation (the “Interconnection Point”)
Participating Transmission Owner: Southern California Edison Company Energy Management Software: Seller must provide remotely operable, 2-4 second timestamps, data historian (at least 5 years of storage), SCADA/AGC communication and operability with the Facility controller and offtaker, and include the following applications/modes:
• Dynamic Voltage Support
• Shifting
• Regulation
• Flexible Ramp
• Spinning Reserve
Operating Characteristics of Facility:
Maximum Stored Energy Level at COD: 1,264.00 MWh
Exhibit B - 1
EXHIBIT B
FACILITY CONSTRUCTION AND COMMERCIAL OPERATION
1. Facility Construction.
(a) “Construction Start” will occur following Seller’s execution of an engineering, procurement and construction (EPC) contract related to the Facility and issuance of a full notice to proceed with the construction of the Facility under the EPC contract, mobilization to site by Seller and/or its designees, and includes the physical movement of soil at the Site. The date of Construction Start will be evidenced by and subject to Seller’s delivery to Buyer of a certificate substantially in the form attached as Exhibit J hereto, and the date certified therein shall be the “Construction Start Date.” Seller shall cause Construction Start to occur no later than the Guaranteed Construction Start Date.
(b) The “Guaranteed Construction Start Date” means the Expected Construction Start Date, subject to extensions on a day-for-day basis for the Development Cure Period. (c) If Seller fails to achieve Construction Start on or before the Guaranteed Construction Start Date, Seller shall pay Construction Delay Damages to Buyer for each day of delay in achieving Construction Start. Construction Delay Damages shall be paid to Buyer in arrears on a monthly basis. Buyer shall invoice Seller for Construction Delay Damages, if any, accrued during the prior month and, within ten (10) Business Days following Seller’s receipt of such invoice, Seller shall pay Buyer the amount of Construction Delay Damages set forth in such invoice. Construction Delay Damages shall be refundable to Seller pursuant to Section 2(b) of this Exhibit B. The Parties agree that Buyer’s receipt of Construction Delay Damages shall be Buyer’s sole and exclusive remedy (other than set forth in (y) below) for Seller’s unexcused delay in achieving Construction Start on or before the Guaranteed Construction Start Date, but shall (x) not be construed as Buyer’s declaration that an Event of Default has occurred under any provision of Section 11.1 and (y) not limit Buyer’s right to declare an Event of Default pursuant to Section 11.1(b)(i) and receive a Damage Payment upon exercise of Buyer’s default right pursuant to Section 11.2.
2. Commercial Operation of the Facility. “Commercial Operation” means the condition existing when (i) Seller has fulfilled all of the conditions precedent in Section 2.2 of the Agreement and provided Notice to Buyer substantially in the form of Exhibit H (the “COD Certificate”) (ii) Seller has notified Buyer in writing that it has provided the required documentation to Buyer and met the conditions for achieving Commercial Operation, and (iii) Buyer has acknowledged to Seller in writing that Buyer agrees that Commercial Operation has been achieved. Buyer shall respond to Seller’s notification that it has provided the required documentation to Buyer and met the conditions for achieving Commercial Operation within five (5) Business Days of receipt of Notice or be deemed to have accepted such Notice. The “Commercial Operation Date” shall be the date on which Commercial Operation is achieved; provided, the Commercial Operation Date shall not be earlier than the date that is one hundred twenty (120) days prior to the Expected Commercial Operation Date.
Exhibit B - 2
(a) Seller shall cause Commercial Operation for the Facility to occur by the Expected Commercial Operation Date (as such date may be extended by the Development Cure Period (defined below), the “Guaranteed Commercial Operation Date”). Seller shall notify Buyer that it intends to achieve Commercial Operation at least sixty (60) days before the anticipated Commercial Operation Date.
(b) If Seller achieves Commercial Operation for the Facility by the Guaranteed Commercial Operation Date, all Construction Delay Damages paid by Seller shall be refunded to Seller minus an amount (but not exceeding the amount of Construction Delay Damages paid by Seller) equal to the commercially reasonable and documented costs actually incurred by Buyer to procure products in substitution for the Product as a result of such delay. Seller shall include a request for refund of the Construction Delay Damages with the first invoice to Buyer after Commercial Operation.
(c) If Seller does not achieve Commercial Operation by the Guaranteed Commercial Operation Date, as it may be extended as provided herein, Seller shall pay COD Delay Damages to Buyer for each day after the Guaranteed Commercial Operation Date until the Commercial Operation Date to Buyer in advance on a monthly basis. A prorated amount will be returned to Seller if COD is achieved during the month for which COD Delay Damages were paid in advance.
The Parties agree that Buyer’s receipt of COD Delay Damages shall be Buyer’s sole and exclusive remedy (other than set forth in (y) below) for Seller’s failure to achieve the Commercial Operation Date on or before the Guaranteed Commercial Operation Date, but shall (x) not be construed as Buyer’s declaration that an Event of Default has occurred under any provision of Section 11.1 and (y) not limit Buyer’s right to declare an Event of Default pursuant to Section 11.1(b)(ii) and receive a Damage Payment upon exercise of Buyer’s default right pursuant to Section 11.2.
3. Termination for Failure to Achieve Commercial Operation. If the Facility has not achieved Commercial Operation within one hundred eighty (180) days after the Guaranteed Commercial Operation Date, Buyer may elect to terminate this Agreement in accordance with Sections 11.1(b)(ii) and Section 11.2.
4. Extension of the Guaranteed Dates. The Guaranteed Construction Start Date and the Guaranteed Commercial Operation Date shall both, subject to notice and documentation requirements set forth below, be extended on a day-for-day basis due to delays arising out of the following circumstances to the extent such circumstances are not the result of Seller’s failure to take all commercially reasonable actions to meet its requirements herein:
(a) Force Majeure Event;
(b) Buyer Delay.
Notwithstanding the foregoing, the cumulative day-for-day extensions granted above (other than extensions granted pursuant to clause 4(b) above) shall not exceed a period of up to one-hundred eighty (180) days on a cumulative basis (the “Development Cure Period”). No extension shall be given under the Development Cure Period if, and to the extent that (a) the delay was due to Seller’s failure to take commercially reasonable actions to meet its requirements and deadlines or, with respect to a Force Majeure Event, does not otherwise satisfy the requirements of a Force
Exhibit B - 3
Majeure Event, (b) Seller failed to provide requested documentation as provided below, or (c) with respect to a Force Majeure Event, Seller failed to provide written notice of such Force Majeure Event to Buyer as required under this Agreement. Upon written request from Buyer, Seller shall promptly provide documentation demonstrating to Buyer’s reasonable satisfaction that the delay was the result of one of the circumstances set forth above and did not result from Seller’s actions or failure to take commercially reasonable actions.
5. Failure to Reach Storage Contract Capacity. If, at Commercial Operation, the Installed Battery Capacity is less than one hundred percent (100%) of the Storage Contract Capacity, Seller shall have one hundred twenty (120) days after the Commercial Operation Date to install additional capacity or Network Upgrades such that the Installed Battery Capacity is equal to (but not greater than) one hundred percent (100%) of the Storage Contract Capacity, and Seller shall provide to Buyer a new certificate substantially in the form attached as Exhibit I hereto specifying the new Installed Battery Capacity. If Seller fails to construct the Storage Contract Capacity by such date, Seller shall pay “Capacity Damages” to Buyer, in an amount equal to for each MW that the Storage Contract Capacity exceeds the Installed Battery Capacity, and the Storage Contract Capacity and other applicable portions of the Agreement shall be adjusted accordingly.
Exhibit C - 1
EXHIBIT C
COMPENSATION
Buyer shall compensate Seller for the Product in accordance with this Exhibit C. (a) Storage Rate. All Storage Product shall be paid on a monthly basis at the Storage Rate multiplied by 1,000, multiplied by the Storage Capacity for such month, as adjusted for the most recent Storage Capacity Test, multiplied by the Availability Adjustment for such month (as determined under Exhibit P). Such payment constitutes the entirety of the amount due to Seller from Buyer for the Storage Product. If the Storage Capacity is adjusted pursuant to a Storage Capacity Test on any day other than the first day of a calendar month, payment shall be calculated separately for each portion of the month in which the different Storage Capacity is applicable. (b) Liquidated Damages for Failure to Achieve Guaranteed Efficiency Rate. If during any month during the Delivery Term, the Efficiency Rate applicable to such month is less than the Guaranteed Efficiency Rate, Seller shall owe liquidated damages to Buyer, which damages shall be calculated by multiplying (i) the total Charging Energy for such month, by (ii) the percentage amount by which such applicable Efficiency Rate is less than the Guaranteed Efficiency Rate, by (iii) the simple average of the On-Peak Hour Day-Ahead Market LMP for all the hours of the applicable month, as published by the CAISO, for the Delivery Point, provided, that if the foregoing calculation results in a negative value, then Seller shall pay Buyer the absolute value of such result, which amount shall be credited by Seller against amounts owed by Buyer in the applicable monthly invoice.
(c) Incentives. Other than as provided in Section 2.5, the Parties agree that the Storage Rate is not subject to adjustment or amendment if Seller fails to receive any Incentives, or if any Incentives expire, are repealed or otherwise cease to apply to Seller or the Facility in whole or in part, or Seller or its investors are unable to benefit from any Incentives. Seller shall bear all risks, financial and otherwise, throughout the Contract Term, associated with Seller’s or the Facility’s eligibility to receive Incentives or to qualify for accelerated depreciation for Seller’s accounting, reporting or Tax purposes. The obligations of the Parties hereunder, including those obligations set forth herein regarding the purchase and price for and Seller’s obligation to deliver Product, shall be effective regardless of whether the sale of Product is eligible for, or receives Incentives during the Contract Term.
Exhibit D-1 - 1
EXHIBIT D-1
SCHEDULING COORDINATOR RESPONSIBILITIES
(a) Buyer as Scheduling Coordinator for the Facility. Upon Initial Synchronization of the Facility to the CAISO Grid, Buyer shall be the Scheduling Coordinator or designate a qualified third party to provide Scheduling Coordinator services with the CAISO for the Facility for the delivery of Product at the Delivery Point. At least thirty (30) days prior to the Initial Synchronization of the Facility to the CAISO Grid, (i) Seller shall take all actions and execute and deliver to Buyer and the CAISO all documents necessary to authorize or designate Buyer (or Buyer’s designee) as the Scheduling Coordinator for the Facility effective as of the Initial Synchronization of the Facility to the CAISO Grid, and (ii) Buyer shall, and shall cause its designee to, take all actions and execute and deliver to Seller and the CAISO all documents necessary to authorize or designate Buyer or its designee as the Scheduling Coordinator for the Facility effective as of the Initial Synchronization of the Facility to the CAISO Grid. On and after Initial Synchronization of the Facility to the CAISO Grid, Seller shall not authorize or designate any other party to act as the Facility’s Scheduling Coordinator, nor shall Seller perform for its own benefit the duties of Scheduling Coordinator, and Seller shall not revoke Buyer’s authorization to act as the Facility’s Scheduling Coordinator unless agreed to by Buyer. Prior to the Commercial Operation Date, Buyer as Scheduling Coordinator shall reasonably assist with the need for the Facility to test, commission and to timely achieve the Commercial Operation Date, and Buyer shall not provide any scheduling instructions which interferes with those purposes. Buyer (as the Facility’s Scheduling Coordinator) shall submit bids to the CAISO in accordance with this Agreement and the applicable CAISO Tariff, protocols and the Scheduling and operating procedures developed under Exhibit D-2 for Product on a day-ahead, hour-ahead, fifteen-minute market, real time or other market basis that may develop after the Effective Date, as determined by Buyer.
(b) Notices. Buyer (as the Facility’s SC) shall provide Seller with access to a web-based system through which Seller shall submit to Buyer and the CAISO all notices and updates required under the CAISO Tariff regarding the Facility’s status, including, but not limited to, all outage requests, forced outages, forced outage reports, clearance requests, or must offer waiver forms. Seller shall cooperate with Buyer to provide such notices, information and updates in accordance with the applicable requirements of the CAISO Tariff and the Scheduling and operating procedures developed under Exhibit D-2. If the web-based system is not available, Seller shall promptly submit such information to Buyer and the CAISO (in order of preference) telephonically or electronic mail to the personnel designated to receive such information. (c) CAISO Costs and Revenues. Except as otherwise set forth below or elsewhere in this Agreement, Buyer (as Scheduling Coordinator for the Facility) shall be responsible for CAISO costs (including penalties, Imbalance Energy costs or revenues, and other charges) and shall be entitled to all CAISO revenues (including credits, Imbalance Energy revenues or costs, and other payments), including revenues associated with CAISO dispatches, bid cost recovery, Inter-SC Trade credits, or other credits in respect of the Product Scheduled or delivered from the Facility.
Seller shall be liable for and reimburse Buyer for any and all CAISO costs and penalties incurred by Buyer in its role as Scheduling Coordinator under a CAISO settlement statement because of Seller’s failure to perform any covenant or obligation set forth in this Agreement, or Seller’s failure
Exhibit D-1 - 2
to comply with applicable provisions of the CAISO Tariff or the outage notification requirements set forth in this Agreement (each except to the extent such non-compliance is caused by Buyer’s failure to perform its duties as Scheduling Coordinator for the Facility). The Parties agree that any Availability Incentive Payments (as defined in the CAISO Tariff) are for the benefit of Seller and for Seller’s account and that any Non-Availability Charges (as defined in the CAISO Tariff) are the responsibility of Seller and for Seller’s account. In addition, if during the Delivery Term, the CAISO implements or has implemented any sanction or penalty related to scheduling, outage reporting, or generator operation, and any such sanctions or penalties are imposed upon the Facility or to Buyer as Scheduling Coordinator due to failure by Seller to abide by the CAISO Tariff or the outage notification requirements set forth in this Agreement, the cost of the sanctions or penalties shall be Seller’s responsibility.
(d) CAISO Settlements. Buyer (as the Facility’s Scheduling Coordinator) shall be responsible for all settlement functions with the CAISO related to the Facility. Buyer shall render a separate invoice to Seller for any CAISO payments, charges or penalties (“CAISO Charges Invoice”) for which Seller is responsible under this Agreement. CAISO Charges Invoices shall be rendered after settlement information becomes available from the CAISO that identifies any CAISO charges. Notwithstanding the foregoing, Seller acknowledges that the CAISO will issue additional invoices reflecting CAISO adjustments to such CAISO charges. Buyer shall review, validate, and if requested by Seller under paragraph (e) below, dispute any charges that are the responsibility of Seller in a timely manner and consistent with Buyer’s existing settlement processes for charges that are Buyer’s responsibilities. Subject to Seller’s right to dispute and to require Buyer to pursue the dispute of any such invoices, Seller shall pay the amount of CAISO Charges Invoices within ten (10) Business Days of Seller’s receipt of the CAISO Charges Invoice.
If Seller fails to pay such CAISO Charges Invoice within that period, Buyer may net or offset any amounts owing to it for such CAISO Charges Invoices against any future amounts it may owe to Seller under this Agreement. The obligations under this Section with respect to payment of CAISO Charges Invoices shall survive the expiration or termination of this Agreement. (e) Dispute Costs. If requested by Seller, Buyer (as the Facility’s SC) shall dispute CAISO settlements in respect of the Facility. Seller agrees to pay Buyer’s costs and expenses (including reasonable attorneys’ fees) associated with its involvement with such CAISO disputes to the extent they relate to CAISO charges payable by Seller with respect to the Facility that Seller has directed Buyer to dispute.
(f) Terminating Buyer’s Designation as Scheduling Coordinator. At least thirty (30) days prior to expiration of this Agreement or as soon as reasonably practicable upon an earlier termination of this Agreement, the Parties will take all actions necessary to terminate the designation of Buyer as Scheduling Coordinator for the Facility as of 11:59 p.m. on such expiration or earlier termination date.
(g) Master Data File and Resource Data Template. Seller shall provide the data to the CAISO (and to Buyer) that is required for the CAISO’s Master Data File and Resource Data Template (or successor data systems) for the Facility consistent with this Agreement. Neither Party shall change such data without the other Party’s prior written consent.
Exhibit D-1 - 3
(h) NERC Reliability Standards. Buyer (as Scheduling Coordinator) shall cooperate reasonably with Seller to the extent necessary to enable Seller to comply, and for Seller to demonstrate Seller’s compliance with, NERC reliability standards. This cooperation shall include the provision of information in Buyer’s possession that Buyer (as Scheduling Coordinator) has provided to the CAISO related to the Facility or actions taken by Buyer (as Scheduling Coordinator) related to Seller’s compliance with NERC reliability standards. Buyer (as Scheduling Coordinator) shall be responsible for Buyer’s compliance with NERC reliability standards related to Scheduling Coordinators. Unless otherwise specifically provided for herein, the Parties acknowledge that Buyer and Seller are both individually responsible for compliance with the WECC and NERC reliability standards and criteria applicable to the functions for which each Party is respectively registered with NERC. The reference to WECC and NERC reliability standards, if any, throughout this Agreement does not make any alteration to, or enlargement of, the requirements or standards applicable to each Party beyond their individual registrations with NERC; provided, however, each Party shall perform certain functions on behalf of, or in coordination with, the other Party, as further set forth in this Exhibit D-2. (i) Settlement Quality Meter Data (SQMD) Reporting. If Seller elects, or is required by the CAISO, to register the Facility as a Scheduling Coordinator Metered Entity, and therefore is required to submit a SQMD Plan for the Facility, then for any time period covered by the CAISO-approved SQMD Plan, and pursuant to Section 7.1, Seller shall provide or cause to be provided to Buyer (or Buyer’s designee including any Buyer Scheduling Coordinator) Settlement Quality Meter Data for the Facility Meter(s) no later than eight (8) Business Days after the relevant flow date. In connection with any SQMD Plan or designation of the Facility as a Scheduling Coordinator Metered Entity (as defined in the CAISO Tariff), Buyer (as Scheduling Coordinator) shall reasonably cooperate with Seller and any meter data management agent retained by Seller to perform on behalf of the Scheduling Coordinator the SQMD Plan submission and approval process and the obligations required by the SQMD Plan or the CAISO Tariff applicable to a Scheduling Coordinator Metered Entity, including the submission of Settlement Quality Meter Data to the CAISO by the meter data management agent retained by Seller on behalf of Buyer, and such meter data management agent shall assist and support the Scheduling Coordinator with respect to any the submission of required affirmations and attestations by the Scheduling Coordinator (if any).
To enable Seller or Seller’s meter data management agent to submit Settlement Quality Meter Data to the CAISO, Buyer shall grant Seller or Seller’s meter data management agent access to use the MRI-S System (or any alternate system designated by the CAISO) in accordance with the SQMD Plan and the CAISO Tariff; provided, Seller shall indemnify Buyer against any costs or penalties imposed on Buyer (as Scheduling Coordinator) as a result of the failure of Seller or any meter data management agent retained by Seller to submit or cause to be submitted Settlement Quality Meter Data for the Facility Meter(s) consistent with the SQMD Plan to the CAISO, with respect to the Facility Meter(s).
Exhibit D-2 - 1
EXHIBIT D-2
BUYER AND SELLER OPERATING COORDINATION
The Parties shall work together after the Effective Date to develop Scheduling and operating procedures, which the Parties shall finalize no later than thirty (30) days prior to the Commercial Operation Date, or such other date agreed to by the Parties. Procedures may be reviewed annually (date and time to be mutually agreed), or as needed to account for actual Scheduling and operating requirements, to optimize operations for both Parties. The Parties shall cooperate to integrate the systems and controls necessary to implement such procedures. Such procedures to be developed may pertain to the following subjects or as otherwise agreed by the Parties: (i) voice and data communications; (ii) outage management and operational reliability data; (iii) event reporting; (iv) operating instructions and emergency assistance; and (v) Scheduling and bidding.
Exhibit E - 1
EXHIBIT E
PROGRESS REPORTING FORM
Each Progress Report must include the following items:
1. Executive Summary.
2. Facility description.
3. Site plan of the Facility.
4. Description of any material planned changes to the Facility or the site.
5. Gantt chart schedule showing progress on achieving each of the Milestones.
6. Summary of activities during the previous calendar quarter, including any OSHA labor hour reports.
7. Forecast of activities scheduled for the current calendar quarter or month as applicable.
8. Written description about the progress relative to Seller’s Milestones, including whether Seller has met or is on target to meet the Milestones.
9. List of issues that are likely to potentially affect Seller’s Milestones.
10. A status report of start-up activities including a forecast of activities ongoing and after start-up, a report on Facility performance including performance projections for the next twelve (12) months.
11. The utilization of union labor by Seller’s principal EPC contractor.
12. Progress and schedule of all major agreements, contracts, permits, approvals, technical studies, financing agreements and major equipment purchase orders showing the start dates, completion dates, and completion percentages.
13. Pictures, in sufficient quantity and of appropriate detail, in order to document construction and startup progress of the Facility, the interconnection into the Transmission System and all other interconnection utility services.
14. Any other documentation reasonably requested by Buyer.
Exhibit F - 1
EXHIBIT F
FORM OF MONTHLY FORECAST
Storage Capacity, MW Per Hour – [Insert Month]
1:00 2:00 3:00 4:00 5:00 6:00 7:00 8:00 9:00 10:00 11:00 12:00 13:00 14:00 15:00 16:00 17:00 18:00 19:00 20:00 21:00 22:00 23:00 24:00 Day
1 Day
2 Day
3 Day
4 Day
5 [insert additional rows for each day in the month]
Day
29 Day
30 Day
31
Exhibit G - 1
EXHIBIT G
[RESERVED]
Exhibit H - 1
EXHIBIT H
FORM OF COMMERCIAL OPERATION DATE CERTIFICATE
This certification (“Certification”) of Commercial Operation is delivered by [licensed professional engineer] (“Engineer”) to Northern California Power Agency, a California joint powers agency (“Buyer”) in accordance with the terms of that certain Energy Storage Service Agreement dated [Date] by and between [Entity name, state of formation, type of entity] (“Seller”) and Buyer (“Agreement”). All capitalized terms used in this Certification but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.
As of [Date], Engineer hereby certifies and represents to Buyer the following:
1. The Facility is fully operational, and interconnected, fully integrated and synchronized with the Transmission System.
2. Seller has installed equipment for the Facility with a nameplate capacity of no less than ninety-five percent (95%) of the Storage Contract Capacity.
3. Seller has commissioned all Facility equipment in accordance with its respective manufacturer’s specifications.
4. Seller has demonstrated functionality of the Facility’s communication systems and automatic generation control (AGC) interface to operate the Facility as necessary to respond and follow instructions, including an electronic signal conveying real time and intra-day instructions, directed by the Buyer in accordance with the Agreement and the CAISO.
5. The Facility is fully capable of charging, storing and discharging energy up to no less than ninety-five percent (95%) of the Storage Contract Capacity and receiving instructions to charge, store and discharge energy, all within the operational constraints and subject to the applicable Operating Restrictions.
6. Authorization to parallel the Facility was obtained from the Participating Transmission Owner.
7. The Transmission Provider has provided documentation supporting full unrestricted release for Commercial Operation.
8. The PTO has provided notification supporting Commercial Operation, in accordance with the PTO Tariff, as applicable.
9. Seller shall have caused the Facility to be included in the Full Network Model (as defined in the CAISO Tariff) and has the ability to offer Bids (as defined in the CAISO Tariff) into the CAISO Day-Ahead Market and Real-Time Market.
Exhibit H - 2
EXECUTED by [LICENSED PROFESSIONAL ENGINEER]
this ________ day of _____________, 20__.
[LICENSED PROFESSIONAL ENGINEER]
By:
Its:
Date:
Exhibit I - 1
EXHIBIT I
FORM OF INSTALLED CAPACITY CERTIFICATE
This certification (“Certification”) of Installed Capacity is delivered by [licensed professional engineer] (“Engineer”) to Northern California Power Agency, a California joint powers agency (“Buyer”) in accordance with the terms of that certain Energy Storage Service Agreement dated [Date] by and between [Entity name, state of formation, type of entity] (“Seller”) and Buyer (“Agreement”). All capitalized terms used in this Certification but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.
I hereby certify the following:
The Storage Capacity Test demonstrated a maximum operating capability that can be sustained for four (4) consecutive hours to discharge electric energy of MW to the Delivery Point, in accordance with the testing procedures, requirements and protocols set forth in Section 4.9 and Exhibit O (the “Installed Battery Capacity”).
EXECUTED by [LICENSED PROFESSIONAL ENGINEER]
this ________ day of _____________, 20__.
[LICENSED PROFESSIONAL ENGINEER]
By:
Its:
Date:
Exhibit J - 1
EXHIBIT J
FORM OF CONSTRUCTION START DATE CERTIFICATE
This certification of Construction Start Date (“Certification”) is delivered by [Entity name, state of formation, type of entity] (“Seller”) to Northern California Power Agency, a California joint powers agency (“Buyer”) in accordance with the terms of that certain Energy Storage Service Agreement dated [Date] by and between Seller and Buyer (“Agreement”). 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. Construction Start (as defined in Exhibit B of the Agreement) has occurred, and a copy of the notice to proceed that Seller issued to its contractor as part of Construction Start is attached hereto;
2. the Construction Start Date occurred on _____________ (the “Construction Start Date”); and
3. the precise Site on which the Facility is located is:
_________________________________________ (such description shall amend the description of the Site in Exhibit A of the Agreement).
4. Seller or its construction contractor for the Facility has either (i) executed a project labor agreement with the appropriate building or construction trade unions for construction of the Facility, or (ii) awarded the contract for construction to a union signatory entity which will employ a union workforce governed by that entity’s existing labor agreements and provided reasonably requested documentation demonstrating such compliance.
IN WITNESS WHEREOF, the undersigned has executed this Certification on behalf of Seller as of the ___ day of ________.
[SELLER ENTITY]
By:
Its:
Date:
Exhibit K - 1
EXHIBIT K
FORM OF LETTER OF CREDIT
(issued on behalf of Seller for the benefit of Buyer)
[BANK NAME and ADDRESS]
Irrevocable Standby Letter of Credit No:
[INSERT REFERENCE]
Beneficiary: Northern California Power
Agency
Date of Issuance: [INSERT ISSUANCE DATE]
Initial Expiration Date: [Must be at least one
year after date of issuance]
Applicant: [INSERT APPLICANT DETAILS]
As the Issuing Bank (“Issuer”), we, [Bank Name], hereby establish this irrevocable Standby Letter of Credit No. [INSERT REFERENCE] (this "Letter of Credit") in favor of the above-named beneficiary (“Beneficiary”) for the account of the above-named applicant (“Applicant”) in the amount of US$__________ (_________________ Million U.S. Dollars).
Beneficiary may draw all or any portion of this Letter of Credit at any time and from time to time, and Issuer will make funds immediately available to Beneficiary upon presentation of Beneficiary’s draft(s) at sight in substantially the form attached hereto as Exhibit “A” (“Sight Draft”), drawn on Issuer and accompanied by this Letter of Credit.
All Sight Drafts must be purportedly signed on behalf of Beneficiary, and the signator must indicate his or her title or other official capacity. No other documents will be required to be presented. Issuer will effect payment under this Letter of Credit within twenty-four (24) hours after presentment of any Sight Draft. Payment shall be made in U.S. Dollars with Issuer’s own funds in immediately available funds.
Issuer will honor any Sight Draft presented in substantial compliance with the terms of this Letter of Credit at the Issuer’s letterhead office, the office located at , [Bank Address] or any other full service office of the Issuer with our close of business on or before the above-stated expiration date, as such expiration date may be extended hereunder. Partial and multiple draws and presentations are permitted on any number of occasions. Following any partial draw, Issuer will endorse this Letter of Credit and return the original to Beneficiary. FUNDS UNDER THIS LETTER OF CREDIT ARE
AVAILABLE TO BENEFICIARY BY PRESENTATION IN STRICT COMPLIANCE WITH THE TERMS AND
Exhibit K
CONDITIONS OF THIS LETTER OF CREDIT ON OR BEFORE 5:00 P.M., NEW YORK TIME, ON OR BEFORE A BUSINESS DATE OF THE EXPIRATION DATE.
FOR THE PURPOSES OF THIS LETTER OF CREDIT, “BUSINESS DAY” MEANS ANY DAY OTHER THAN A
SATURDAY, SUNDAY, OR OTHER DAY ON WHICH COMMERCIAL BANKS ARE AUTHORIZED OR REQUIRED TO CLOSE IN THE STATE OF NEW YORK.
This Letter of Credit is issued pursuant to the provisions of that certain Energy Storage Service Agreement between Beneficiary and Applicant dated as of _______________, 20__ (as the same may have been or may be amended from time to time, the “PPA”). Notwithstanding any reference in this Letter of Credit to the PPA or any other documents, instruments or agreements, or references in the PPA or any other documents, instruments or agreements to this Letter of Credit, this Letter of Credit contains the entire agreement between Beneficiary and Issuer relating to the obligations of Issuer hereunder.
This Letter of Credit will be automatically extended each year without amendment for a successive period of one (1) year from the expiration date hereof, as extended, unless at least thirty (30) days prior to the expiration date, Issuer notifies Beneficiary by registered mail that it elects not to extend this Letter of Credit for such additional period. Notice of non-extension will be given by Issuer to Beneficiary at Beneficiary’s address set forth herein or at such other address as Beneficiary may designate to Issuer in writing at Issuer’s letterhead address.
This Letter of Credit is freely transferable by Beneficiary in whole or in part, and the number of transfers is unlimited. Issuer shall effect any transfers immediately upon presentation to Issuer of this Letter of Credit and a completed written transfer request substantially in the form attached hereto as Exhibit "B." Such transfer will be effected at no cost to Beneficiary. Any transfer fees assessed by Issuer will be payable solely by Applicant, and the payment of any transfer fees will not be a condition to the validity or effectiveness of the transfer of this Letter of Credit.
THIS LETTER OF CREDIT MAY NOT BE TRANSFERRED TO ANY PERSON WITH WHICH U.S. PERSONS ARE PROHIBITED FROM DOING BUSINESS UNDER U.S.
FOREIGN ASSETS CONTROL REGULATIONS OR OTHER APPLICABLE U.S. LAWS AND
REGULATIONS
Issuer waives any rights it may have, at law or otherwise, to subrogate to any claims which Beneficiary may have against Applicant or Applicant may have against Beneficiary.
All commissions, expenses, and charges incurred with this Letter of Credit are for the account of the Applicant.
This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in any way be modified, amended, amplified or limited by reference to any document, instrument or agreement referred to herein.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS LETTER OF CREDIT,
BENEFICIARY SHALL HAVE THE OPTION TO PRESENT TO US EACH DOCUMENT
REQUIRED UNDER THIS LETTER OF CREDIT AS AN ELECTRONIC OR PORTABLE DOCUMENT FORMAT (".PDF") ATTACHMENT TO AN EMAIL. TRANSMISSION MADE
Exhibit K
FROM BENEFICIARY'S EMAIL ADDRESS TO US AT OUR EMAIL ADDRESS [INSERT];
PROVIDED THAT SUCH EMAIL TRANSMISSION MUST CONTAIN THE FOLLOWING CERTIFICATION “(I) WE CERTIFY THAT WE ARE THE BENEFICIARY OF THE LETTER OF CREDIT INDICATED IN THE .PDF ATTACHMENT(S) AND (II) EACH DOCUMENT
WE HAVE TRANSMITTED TO YOU VIA ELECTRONIC MEANS RATHER THAN IN THE
FORM OF A PHYSICAL DOCUMENT REPRODUCES ALL TEST, IMAGES AND OTHER
FEATURES OF TH ORIGINAL DOCUMENT (INCLUDING ANY SIGNATURES AND ANY
UNIVERSALLY UNIQUE IDENTIFIER OR OTHER UNIQUE STRING OF CHARACTERS,
MARKS OR OTHER IDENTIFYING INFORMATION APPEARING ON SUCH DOCUMENT) AND HAS NOT BEEN ALTERED." ANY SUCH EMAIL TRANSMISSION SHALL BE DEEMED A SITE DRAFT.
THIS PRESENTATION MAY BE DELIVERED TO US IN ELECTRONIC FORM, AND SUCH ELECTRONIC COPY SHALL BE DEEMED TO BE THE ORIGINAL AND VALID FOR PURPOSES OF PRESENTATION HEREUNDER. IN
THE EVENT A REQUEST IS PRESENTED VIA EMAIL TO THE ISSUER, IT IS UNDERSTOOD AND AGREED THAT
THE ISSUER MAY ACT ON SUCH REQUEST WITHOUT THE NEED OR THE OBLIGATION TO SECURE THE ORIGINAL. IN ANY EVENT, THE ISSUER SHALL NOT BE LIABLE FOR ANY DISCREPANCY THAT MAY ARISE
BETWEEN THE REQUEST TRANSMITTED BY EMAIL AND THE ORIGINAL REQUEST DELIVERED AS PROVIDED HEREIN.
THIS LETTER OF CREDIT IS SUBJECT TO AND GOVERNED BY THE INTERNATIONAL STANDBY PRACTICES 1998, INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 590 ("ISP98"). AS TO MATTERS NOT GOVERNED BY ISP98, THIS
LETTER OF CREDIT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO THE
CONFLICT OF LAW PROVISIONS THEREOF THAT WOULD DIRECT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
VERY TRULY YOURS,
[BANK NAME]
_________________________________ _________________________________
AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE
Exhibit K
(CONFIDENTIAL) EXHIBIT “A”
TO LETTER OF CREDIT
SIGHT DRAFT
Draft Number __________________
$____________________________
At sight (or electronic format as authorized in the Letter of Credit), pay to the order of [Name of Beneficiary to be inserted], the amount of USD $____________ (__________________ and 00/100ths U.S. Dollars).
Value received and charged to the account of: [BANK NAME and ADRESS]. Drawn under [BANK NAME] Standby Letter of Credit No. [INSERT REFERENCE] Dated: _____________ Northern California Power Agency
By: ________________________
[name and title]
Account: [Applicant to be inserted]
Exhibit K
EXHIBIT “B”
TO LETTER OF CREDIT
FORM OF TRANSFER REQUEST
Irrevocable Standby Letter of Credit No. ____________________ Current Beneficiary: Applicant:
__________________________ ____________________________ __________________________ ____________________________ __________________________ ____________________________ __________________________ ____________________________ To: [Name of Issuer] ("Issuer")
The undersigned, as the current "Beneficiary" of the above-referenced Letter of Credit, hereby requests that you reissue the Letter of Credit in favor of the transferee named below [insert transferee name and address below]:
_____________________________
_____________________________
_____________________________
_____________________________
Exhibit K
From and after the date this transfer request is delivered to Issuer, the transferee shall be the "Beneficiary" under the Letter of Credit for all purposes and shall be entitled to exercise and enjoy all of the rights, privileges and benefits thereof.
Dated: ________________ Northern California Power Agency By: ______________________
Name: ______________
Title: ______________
[Notary Acknowledgement]
To be signed by a person purporting to be an authorized representative of Beneficiary and indicating his or her title or other official capacity, and acknowledged by a notary public.
Exhibit L- 1
EXHIBIT L
[RESERVED]
Exhibit M - 1
EXHIBIT M
FORM OF REPLACEMENT RA NOTICE
This Replacement RA Notice (this “Notice”) is delivered by [Entity name, state of formation, type of entity] (“Seller”) to Northern California Power Agency, a California joint powers agency (“Buyer”) in accordance with the terms of that certain Energy Storage Service Agreement dated [Date] by and between Seller and Buyer (“Agreement”). All capitalized terms used in this Notice but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.
Pursuant to Section 3.7(d) of the Agreement, Seller hereby provides the below Replacement RA product information:
Exhibit N - 1
EXHIBIT N
NOTICES
Trolley Pass Project LLC
(“Seller”)
Northern California Power Agency
(“Buyer”)
All Notices:
11801 Domain Blvd, Suite 450
Austin, TX 78758
Attn: Tim Fagan, EVP Asset Management
Phone: (201) 669 - 9942
Email: [email protected]
All Notices:
Street: 651 Commerce Drive
City: Roseville, CA 95678
Attn: Contract Administration
Phone: 916-781-4229
Email: [email protected]
Email: [email protected]
Reference Numbers:
Duns: To be provided separately
Federal Tax ID Number: To be provided
separately
Reference Numbers:
Duns: To be provided separately
Federal Tax ID Number: To be provided
separately
Invoices:
Attn: Accounting Department
Phone: (647) 982 -9296
E-mail: [email protected]
Invoices:
Attn: Accounts Payable
Phone: 916-781-4221 / 4230
Email: [email protected]
Facsimile: 916-781-4255
Scheduling:
Attn: Director of Operations
Phone: TBD
Email: [email protected]
Scheduling:
Attn: NCPA Scheduling Desk
Phone: (DA CAISO Desk)
916-781-4290
Phone: (Real Time Desk)
916-781-4237
Email: [email protected]
Confirmations:
Attn: Tim Fagan
Email: [email protected]
Confirmations:
Attn: Tony Zimmer
Phone: 916-781-4229
Email: [email protected]
Payments:
Attn: See Invoices
Phone: See Invoices
E-mail: See Invoices
Payments:
Attn: See Invoices
Phone: See Invoices
Email: See Invoices
Exhibit N - 2
Trolley Pass Project LLC
(“Seller”)
Northern California Power Agency
(“Buyer”)
Wire Transfer: [Seller shall provide to Buyer
the information below at least 60 days prior
to the Commercial Operation Date.]
BNK:
ABA:
ACCT:
Wire Transfer:
BNK: Information provided upon request
ABA:
ACCT:
Notices of an Event of Default:
Attn: General Counsel
11801 Domain Blvd, Suite 450
Austin, TX 78758
Phone: (416) 779 -6681
Email: [email protected]
With copy to:
Attn: Tim Fagan
Phone: (201) 669 – 9942
Email: [email protected]
Notices of an Event of Default to:
Attn: Jane Luckhardt, General Counsel
Phone: 916-781-4268
Facsimile: 916-781-7693
Email: [email protected]
With copy to:
Attn: Tony Zimmer
Phone: 916-781-4229
Email: [email protected]
And
Attn: Mike Whitney
Phone: 916-781-4205
Email: [email protected]
Emergency Contact:
Attn: Tim Fagan
Phone: (201) 669 - 9942
Email: [email protected]
Emergency Contact:
Attn: Dispatch and Scheduling
Phone: 916-781-4281 / 4237
Email: Dispatch&[email protected]
Exhibit O - 1
EXHIBIT O
STORAGE CAPACITY TESTS
Storage Capacity Test Notice and Frequency
(a) Commercial Operation Date Storage Capacity Test. Upon no less than ten Business Days’ prior Notice to Buyer, Seller shall schedule and complete a Storage Capacity Test prior to the Commercial Operation Date. Such initial Storage Capacity Test shall be performed in accordance with this Exhibit O and shall establish the initial Storage Capacity and Efficiency Rate hereunder based on the actual capacity and measured round-trip efficiency of the Facility determined by such Storage Capacity Test.
(b) Subsequent Storage Capacity Tests. Following the Commercial Operation Date, once each Contract Year, Seller will perform a Storage Capacity Test and will give Buyer ten (10) Business Days’ prior Notice of such test. Up to twice per Contract Year, Buyer shall have the right to require Seller to schedule and complete a Storage Capacity Test. In addition, Buyer shall have the right to require a test or retest of the Storage Capacity Test at any time upon no less than five (5) Business Days’ prior written Notice to Seller if Buyer provides data with such Notice reasonably indicating that the Storage Capacity has varied materially from the results of the most recent Storage Capacity Test. Seller shall have the right to run a retest of any Storage Capacity Test upon five (5) Business Days’ prior written Notice to Buyer (or any shorter period reasonably acceptable to Buyer consistent with Prudent Operating Practice). (c) Test Results and Re-Setting of Storage Capacity and Efficiency Rate. No later than five (5) days following any Storage Capacity Test, Seller shall submit a testing report detailing results and findings of the test. The report shall include Facility Meter readings and plant log sheets verifying the operating conditions and output of the Facility. In accordance with Section
4.9(c) of the Agreement and Part II(I) below, the actual Efficiency Rate and Storage Capacity determined pursuant to a Storage Capacity Test (up to, but not in excess of, the original Storage Contract Capacity set forth on the Cover Sheet, as such original Storage Contract Capacity on the Cover Sheet may have been adjusted (if at all) pursuant to Exhibit B) shall become the new Storage Capacity and Efficiency Rate at the beginning of the day following the completion of the test for calculating the Storage Rate and all other purposes under this Agreement. (d) Buyer’s Right to Witness Storage Capacity Tests. Buyer shall have the right to send one or more representative(s) to witness all Storage Capacity Tests. Buyershall (i) comply with all reasonable and notified Seller health and safety policies and procedures and instructions while present at the Site, and (ii) shall conduct itself in a manner that will not unreasonably interfere with the operation of the Facility or other activities of Seller and its subcontractors on the Site.
Buyer acknowledges that it will be escorted at all times while on the Site.
Storage Capacity Test Procedures
PART I. GENERAL.
Each Storage Capacity Test (including the initial Storage Capacity Test and all re-performances
Exhibit O - 2
thereof) shall be conducted in accordance with Prudent Operating Practice and the provisions of this Exhibit O. For ease of reference, a Storage Capacity Test is sometimes referred to in this Exhibit O as a “SCT”. Buyer or its representative may be present for the SCT and may, for informational purposes only, use its own metering equipment (at Buyer’s sole cost).
PART II. REQUIREMENTS APPLICABLE TO ALL STORAGE CAPACITY TESTS. (a) Purpose of Test. Each SCT shall:
i. Determine an updated Storage Capacity;
ii. Determine the amount of energy required to fully charge the Facility; iii. Determine the Facility charge ramp rate;
iv. Determine the Facility discharge ramp rate;
v. Determine an updated Efficiency Rate.
(b) Test Elements. Each SCT shall include the following test elements:
i. The measurement of charging energy exclusive of Station Use (for clarity, Station Use during an SCT shall not be subject to the carveout for energy consumed by end uses during charging and discharging) and Electrical Losses, as measured by the Facility Meter or other mutually agreed meter, that is required to charge the Facility up to the Maximum Stored Energy Level (as set forth in Exhibit Q) not to exceed the Storage Contract Output (MWh) (“Energy In”); ii. The measurement of discharging energy exclusive of Station Use (for clarity, Station Use during an SCT shall not be subject to the carveout for energy consumed by end uses during charging and discharging) and Electrical Losses, as measured by the Facility Meter or other mutually agreed meter, that is discharged from the Facility to the Delivery Point until the Stored Energy Level reaches zero MWh as indicated by the battery management system (“Energy Out”);
iii. Electrical output at Maximum Discharging Capacity (as defined in Exhibit A) at the Facility Meter (MW);
iv. Electrical input at Maximum Charging Capacity (as defined in Exhibit A) at the Facility Meter (MW);
v. Amount of time between the Facility’s electrical output going from 0 to Maximum Discharging Capacity;
vi. Amount of time between the Facility’s electrical input going from 0 to Maximum Charging Capacity;
Exhibit O - 3
vii. Amount of energy required to go from 0% Stored Energy Level to 100% Stored Energy Level charging at a rate equal to the Maximum Charging Capacity. (c) Parameters. During each SCT, the following parameters shall be measured and recorded simultaneously for the Facility, at ten (10) minute intervals:
i. discharge time (minutes);
ii. charging energy (MWh);
iii. discharging energy (MWh);
iv. Stored Energy Level (MWh).
(d) Site Conditions. During each SCT, the following conditions at the Site shall be measured and recorded simultaneously at thirty (30) minute intervals:
i. Relative humidity (%);
ii. Barometric pressure (inches Hg) near the horizontal centerline of the Facility; and iii. Ambient air temperature (°F).
(e) Test Showing. Each SCT must demonstrate that the Facility:
i. successfully started;
ii. operated for at least four (4) consecutive hours at Maximum Discharging Capacity +/- 2%;
iii. operated for at least four (4) consecutive hours at Maximum Charging Capacity +/- 2%;
iv. has a Storage Capacity of an amount that is, at least, equal to the Maximum Stored Energy Level (as set forth in Exhibit Q); and
v. is able to deliver Discharging Energy to the Delivery Point as measured by the Facility Meter for four (4) consecutive hours at a rate equal to the Maximum Discharging Capacity +/-2%.
(f) Test Conditions.
i. General. At all times during a SCT, the Facility shall be operated in compliance with Prudent Operating Practice and all operating protocols recommended, required or established by the manufacturer for operation at Maximum Discharging Capacity and Maximum Charging Capacity (as each is defined in Exhibit A).
Exhibit O - 4
ii. Abnormal Conditions. If abnormal operating conditions that prevent the recordation of any required parameter occur during a SCT, Seller may postpone or reschedule all or part of such SCT in accordance with Part II.G below. iii. Instrumentation and Metering. Seller shall provide all instrumentation, metering and data collection equipment required to perform the SCT. The instrumentation, metering and data collection equipment electrical meters shall be calibrated in accordance with Prudent Operating Practice.
(g) Incomplete Test. If any SCT is not completed in accordance herewith, Buyer may in its sole discretion: (i) accept the results up to the time the SCT stopped; (ii) require that the portion of the SCT not completed, be completed within a reasonable specified time period; or (iii) require that the SCT be entirely repeated. Notwithstanding the above, if Seller is unable to complete a SCT due to a Force Majeure Event or the actions or inactions of Buyer or the CAISO or the PTO or the Transmission Provider, Seller shall be permitted to reconduct such SCT on dates and at times reasonably acceptable to the Parties. (h) Final Report. Within fifteen (15) Business Days after the completion of any SCT, Seller shall prepare and submit to Buyer a written report of the results of the SCT, which report shall include:
i. a record of the personnel present during the SCT thatserved in an operating, testing, monitoring or other such participatory role;
ii. the measured data for each parameter set forth in Part II.A through C, including copies of the raw data taken during the test;
iii. the level of Storage Capacity, Energy In, Energy Out, Efficiency Rate, Maximum Charging Capacity, the current charge and discharge ramp rate, and Stored Energy Level determined by the SCT, including supporting calculations; and
iv. Seller’s statement of either Seller’s acceptance of the SCT or Seller’s rejection of the SCT results and reason(s) therefor.
Within ten (10) Business Days after receipt of such report, Buyer shall notify Seller in writing of either Buyer’s acceptance of the SCT results or Buyer’s rejection of the SCT and reason(s) therefor.
If either Party rejects the results of any SCT, such SCT shall be repeated in accordance with Part II.G.
(i) Supplementary Storage Capacity Test Protocol. No later than sixty (60) days prior to commencing Facility construction, Seller shall deliver to Buyer for its review and approval (such approval not to be unreasonably delayed or withheld) an updated supplement to this Exhibit O with additional and supplementary details, procedures and requirements applicable to StorageCapacity Tests based on the then current design of the Facility (“Supplementary Storage Capacity Test Protocol”). Thereafter, from time to time, Seller may deliver to Buyer for its
Exhibit O - 5
review and approval (such approval not to be unreasonably delayed or withheld) any Seller recommended updates to the then current Supplementary Storage Capacity Test Protocol. The initial Supplementary Storage Capacity Test Protocol (and each update thereto), once approved by Buyer, shall be deemed an amendment to this Exhibit O. (j) Adjustment to Storage Capacity. The total amount of Discharging Energy delivered to the Delivery Point (expressed in MWh-AC) during each of the first four (4) hours of discharge (up to, but not in excess of, the product of (i) the Storage Contract Capacity set forth on the Cover Sheet, as such Storage Contract Capacity on the Cover Sheet may have been adjusted (if at all) under this Agreement, multiplied by (ii) four (4) hours), shall be divided by four (4) hours to determine the Storage Capacity, which shall be expressed in MW, and shall be the new Storage Capacity in accordance with Section 4.9(c) of the Agreement until updated pursuant to a subsequent Storage Capacity Test.
(k) Adjustment to Efficiency Rate. The total amount of Energy Out (as reported in Part II.B above) divided by the total amount of Energy In (as reported in Part II.B above), measured at the Facility Meter location, and expressed as a percentage, shall be the new Efficiency Rate, and shall be used for the calculation of liquidated damages (if any) under Exhibit C until updated pursuant to a subsequent Storage Capacity Test.
Part III. SUPPLEMENTARY STORAGE CAPACITY TEST PROTCOL
(a) Conditions Precedent to SCT
Control System Functionality: The Facility control system shall be successfully configured to receive data from the battery system, exchange distributed network protocol 3 data with the Buyer SCADA device, and transfer data to the database server for the calculation, recording and archiving of data points.
i. Communications: Remote Terminal Unit (RTU) testing should be successfully completed prior to SCT. The interface between Buyer’s RTU and the Facility SCADA system should be fully tested and functional prior to starting testing. This includes verification of data transmission pathway between the Buyer’s RTU and Seller’s control system interface and the ability to record SCADA data. ii. Commissioning Checklist: Commissioning checklist shall be successfully completed on all installed facility equipment, including verification that all controls, set points, and instruments of the control system are configured. iii. Control System Functionality: The control system is operable within the requirements and has been successfully configured to receive data from the battery system and transfer data to the onsite servers for the calculation, recording and archiving of data points.
iv. The following Commercial Operation tests will be repeated annually and to the extent feasible may be conducted simultaneously with any other tests:
Exhibit O - 7
a. The resulting quantity of discharging energy is the Energy Out (as reported in Part II.B above) and the resulting quantity of charging energy is the Energy In (as reported in Part II.B above). b. The Qualified Energy is the sum of the total quantity of Discharging Energy at the Facility Meter.
c. The Facility will be operated in both the charge and discharge directions in the following order:
d. [Seller to specify, example language below]
e. [Set each Battery Subsystem to [3%] SOC.
f. Allow each Battery Subsystem to enter background cell balancing mode by maintaining a SOC of [3% for 20 minutes]. After the background cell balancing mode beginsthe system can be operated as normal. Allow the cell balancing function to operate in the background for at least 24 hours to allow the automatic cell balancing procedure to reach completion. This time may be reduced based on equipment suppliers’ recommendations. g. Discharge each Battery Subsystem to 0% SOC.
h. Immediately perform the Round-Trip Efficiency and Capacity Test set forth below.]
i. To be valid, the SCT must be started within twenty-four (24) hours of the end of the period (greater than four (4) days) during which cell balancing was completed. For the duration of the SCT, the control system will be configured to have the power limiting mechanisms disabled, and each battery subsystem shall be configured to follow the charge and discharge current limits specified by their respective battery management system. (d) Procedure:
i. System Starting State: The Facility will be in the on-line state with each Battery Subsystem at 0% SOC.
ii. Verify that in the previous twenty-four (24) hour period, each Battery Subsystem completed the cell balancing procedure allowing full cell balancing to occur, as described in steps i-iv.
iii. Record initial values of each Battery Subsystem SOC. iv. Command a real power charge that results in an AC power of Facility’s full charging power and continue the charge until the power is 2% different.
Exhibit P - 1
EXHIBIT P
STORAGE FACILITY AVAILABILITY
Rolling Monthly Average Storage Availability and Monthly Storage Availability (a) Calculation of Monthly Storage Availability. Seller shall calculate the “Monthly Storage Availability” in a given month using the formula set forth below:
where:
m = relevant month “m” in which availability is calculated; MNTHHRSm is the total number of hours for the month.
UNAVAILHRSm, is the total number of hours in the month during which the Facility was unavailable to deliver Storage Product as reported in ether (a) Seller’s most recent Availability Notice or (b) by Seller’s real-time EMS data feed to Buyer for the Facility, for any reason other than the occurrence of any of the following (each, an “Excused Event”): a Force Majeure Event, Approved Maintenance Hours, Curtailment Orders, Buyer Failure, Storage Capacity Tests, System Emergencies, or the Operating Restrictions in Exhibit Q. To be clear, hours of unavailability caused by any Excused Event will not be included in UNAVAILHRSm for such month. Any other event that results in unavailability of the Facility for less than a full hour (as reported in either (a) or (b) above) will count as an equivalent percentage of the applicable hour(s) for this calculation. Additionally, if during any applicable hour the Facility is available, but for less than the full amount of the then effective Storage Capacity, the UNAVAILHRSm for such hour, or partial hour, shall be calculated by multiplying such UNAVAILHRSm by a percentage determined by dividing by (b); where (a) is the lower of such capacity amount reported as unavailable by (i) Seller’s real-time EMS data feed to Buyer for the Facility for such hours, or partial hours, and (ii) Seller’s most recent Availability Notice (as updated pursuant to Section
4.3(d)), and (b) is the then effective Storage Capacity.
If the Facility or any component thereof was previously deemed unavailable for an hour or part of an hour and Seller provides a revised Availability Notice indicating the Facility is available for that hour or part of an hour prior to the time the Buyer is required to schedule or bid the Facility in the Real-Time Market, and the Facility is reported as available in Seller’s real-time EMS data feed to Buyer for the Facility for such hour, or partial hour, the Facility will be deemed to be available to the extent set forth in the revised Availability Notice. (b) Rolling Monthly Average Storage Availability. Seller shall calculate an “Rolling Monthly Average Storage Availability” for each month of the Delivery Term by averaging the Monthly Storage Availabilities for each of the prior twelve (12) months; provided, for each month of the first (1st) Contract Year, Seller shall calculate the Rolling Monthly Average Storage Availability
Exhibit P - 2
utilizing a Monthly Availability of 96% for any months that do not have a Monthly Storage Availability.
Availability Adjustment
The applicable “Availability Adjustment” or “AA” is calculated as follows:
i. If the Rolling Monthly Average Storage Availability is greater than or equal to the Guaranteed Storage Availability, then:
AA = 100%
ii. If the Rolling Monthly Average Storage Availability is less than the Guaranteed Storage Availability, then:
AA = 100% - (the Guaranteed Storage Availability – Rolling Monthly Average Storage Availability)
Exhibit Q - 1
EXHIBIT Q
OPERATING RESTRICTIONS
The Parties will develop and finalize the Operating Restrictions prior to the Commercial Operation Date, provided that the Operating Restrictions (i) may not be materially more restrictive of the operation of the Facility than as set forth below, unless agreed to by Buyer in writing, (ii) will, at a minimum, include the rules, requirements and procedures set forth in this Exhibit Q, (iii) will include protocols and parameters for Seller’s operation of the Facility in the absence of Charging Notices, Discharging Notices or other similar instructions from Buyer relating to the use of the Facility, and (iv) may include Facility Scheduling, Operating Restrictions and Communications Protocols.
Interconnection Capacity Limit: 316.00 MW
Maximum Stored Energy Level: 1,264.00 MWh
Minimum Stored Energy Level: 0 MWh
Maximum Charging Capacity: 316.00 MW
Minimum Charging Capacity: 0.01 MW
Maximum Discharging Capacity: 316.00 MW
Minimum Discharging Capacity: 0.01 MW
Maximum State of Charge (SOC) during
Charging:
100%
Minimum State of Charge (SOC) during
Discharging:
0%
Ramp Rate: The Facility shall have the ability to discharge at Maximum Discharging Capacity in two
seconds and shall reflect this ability in the
Facility Master File submitted to the CAISO to
the extent CAISO does not generally limit the
ability to do so.
Annual Cycles per Contract Year: 365 cycles with no monthly cap Daily Dispatch Limits: Charging: 1.5 per day
Discharging: 1.5 per
Maximum Time at Minimum Stored
Energy Level:
N/A
Grid Charging of Facility: Yes
Exhibit Q - 2
Response Time: The Facility shall have the ability to execute the commanded power within two (2) seconds and
shall reflect this ability in the Facility Master
File submitted to the CAISO to the extent
CAISO does not generally limit the ability to do
so.
Ancillary Services Capability: The Facility shall be able to provide the following Ancillary Services: spinning reserve,
non-spinning reserve, regulation up, and
regulation down; provided, Ancillary Services
may be expanded in accordance with Section
4.5(g).
Exhibit R - 1
EXHIBIT R
METERING DIAGRAM
THIRD PHASE AGREEMENT
FOR
ENERGY STORAGE SERVICE AGREEMENT
WITH
TROLLEY PASS PROJECT LLC
Attachment 2
i
THIRD PHASE AGREEMENT FOR BATTERY ENERGY STORAGE AGREEMENT
TABLE OF CONTENTS
Section 1. Definitions ....................................................................................................3 Section 2. Purpose .......................................................................................................10 Section 3. Sale and Purchase of Product ..................................................................10 Section 4. Billing and Payments ................................................................................11 Section 5. Security Deposit Administration.............................................................14 Section 6. Cooperation and Further Assurances.....................................................19 Section 7. Participant Covenants and Defaults .......................................................19 Section 8. Administration of Agreement .................................................................23 Section 9. Transfer of Rights by Participants...........................................................25 Section 10. Term and Termination..............................................................................26 Section 11. Withdrawal of Participants ......................................................................26 Section 12. Settlement of Disputes and Arbitration .................................................27 Section 13. Miscellaneous.............................................................................................27 EXHIBIT A. Project Participation Percentages...........................................................40 EXHIBIT B. Eenergy Storage Services Agreement ....................................................40
1 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT This THIRD PHASE AGREEMENT (“this Agreement”) is dated as of ______________, 20__ by and among the Northern California Power Agency, a joint powers agency of the State of California (“NCPA”), and the signatories to this Agreement other than NCPA (“Participants”). NCPA and the Participants are referred to herein individually as a “Party” and collectively as the “Parties”.
RECITALS
A. NCPA has heretofore been duly established as a public agency pursuant to the Joint Exercise of Powers Act of the Government Code of the State of California and, among other things, is authorized to acquire, construct, finance, and operate buildings, works, facilities, and improvements for the generation and transmission of electric capacity and energy for resale.
B. Each of the Participants is a signatory to the Joint Powers Agreement which created NCPA and therefore is a Member.
C. Each of the Participants to this Agreement have executed the Amended and Restated Facilities Agreement, dated October 1, 2014, which establishes the framework under which Project Agreements are created for the development, design, financing, construction, and operation of specific NCPA Projects.
2 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT D. The Participants desire NCPA to enter into an Energy Storage Service Agreement (“ESSA”) with Trolley Pass Project LLC (“Seller”), to purchase the Product for the benefit of the Participants’ customers.
E. Each Participant is authorized by its Constitutive Documents to obtain the Product for its present or future requirements, through contracts with NCPA or otherwise.
F. To enable NCPA to enter into the ESSA on behalf of the Participants, pursuant to the terms and conditions of the Amended and Restated Facilities Agreement, NCPA and the Participants wish to enter into this Agreement to provide all means necessary for NCPA to fulfill obligations incurred on behalf of NCPA and the Participants pursuant to the ESSA, and to enable and obligate the Participants to take delivery of and pay for the Product and to pay NCPA for all costs it incurs for undertaking the foregoing activities.
G. Upon full execution of this Agreement, NCPA will enter into the ESSA on behalf of the Participants, and such ESSA shall be deemed a NCPA Project by the Commission.
H. Each of the Parties intends to observe the provisions of this Agreement in good faith and shall cooperate with all other Parties in order to achieve the full benefits of joint action.
I. The Parties desire to equitably allocate costs of NCPA’s provision of services under this Agreement among the Participants.
3 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT J. The Participants further desire, insofar as possible, to insulate other Members who are not Participants, from risks inherent in the services and transactions undertaken on behalf of the Participants pursuant to this Agreement.
NOW, THEREFORE, the Parties agree as follows:
Section 1. Definitions.
1.1 Definitions. Whenever used in this Agreement (including the Recitals hereto), the following terms shall have the following respective meanings, provided, capitalized terms used in this Agreement (including the Recitals hereto) that are not defined in Section 1 of this Agreement shall have the meaning indicated in Section 1 of the Power Management and Administrative Services Agreement, dated October 1, 2014:
1.1.1 “Actual Contract Price Increase” has the meaning set forth in Section 1.1 of the ESSA.
1.1.2 “Administrative Services Costs” means that portion of the NCPA administrative, general and occupancy costs and expenses, including those costs and expenses associated with the operations, direction and supervision of the general affairs and activities of NCPA, general management, treasury operations, accounting, budgeting, payroll, human resources, information technology, facilities management, salaries and wages (including retirement benefits) of employees, facility operation and maintenance costs, taxes and payments in lieu of taxes (if any), insurance premiums, fees for legal, engineering, financial and other services, power management services,
4 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT general settlement and billing services and general risk management costs, that are charged directly or apportioned to the provision of services under this Agreement.
Administrative Services Costs as separately defined herein and used in the context of this Agreement is different and distinct from the term Administrative Services Costs as defined in Section 1 of the Power Management and Administrative Services Agreement.
1.1.3 “Agreement” means this Third Phase Agreement, including all Exhibits attached hereto.
1.1.4 "All Resources Bill” has the meaning set forth in the Power Management and Administrative Services Agreement.
1.1.5 “CAISO” means the California Independent System Operator Corporation, or its functional successor.
1.1.6 “CAISO Tariff” means the duly authorized tariff, rules, protocols and other requirements of the CAISO, as amended from time to time.
1.1.7 “Capacity Damages” has the meaning set forth in Section 1.1 of the ESSA.
1.1.8 “Change in Tax Law” has the meaning set forth in Section 1.1 of the ESSA.
1.1.9 “Commercial Operation” has the meaning set forth in Section 1.1 of the ESSA.
5 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT
1.1.10 “Commercial Operation Date” has the meaning set forth in Section
1.1 of the ESSA.
1.1.11 "Commission” has the meaning set forth in the Power Management and Administrative Services Agreement.
1.1.12 “Constitutive Documents” means, with respect to NCPA, the Joint Powers Agreement and any resolutions or bylaws adopted thereunder with respect to the governance of NCPA, and with respect to each Participant, the California Government Code and other statutory provisions applicable to such Participant, any applicable agreements, charters, contracts, or other documents concerning the formation, operation or decision making of such Participant, including, if applicable, its city charter, and any codes, ordinances, bylaws, and resolutions adopted by such Participant’s governing body.
1.1.13 “Contract Price” has the meaning set forth in Section 1.1 of the ESSA.
1.1.14 “Defaulting Participant” has the meaning set forth in Section 7.2.
1.1.15 “Electric System” has the meaning set forth in the Power Management and Administrative Services Agreement.
1.1.16 “Event of Default” has the meaning set forth in Section 7.2.
1.1.17 “Facility” has the meaning set forth in Section 1.1 of the ESSA.
6 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT
1.1.18 “Final Independent Report” has the meaning set forth in Section
1.1 of the ESSA.
1.1.19 “General Operating Reserve” means the NCPA General Operating Reserve created through resolution of the Commission, as the same may be amended from time to time.
1.1.20 “Initial Independent Report” has the meaning set forth in Section
1.1 of the ESSA.
1.1.21 “Installed Battery Capacity” has the meaning set forth in Section
1.1 of the ESSA.
1.1.22 “MW” means megawatt.
1.1.23 “MWh” means megawatt hour.
1.1.24 “NCPA” has the meaning set forth in the Recitals hereto.
1.1.25 “Participant” has the meaning set forth in the recitals of this Agreement.
1.1.26 “Party” or “Parties” has the meaning set forth in the preamble hereto; provided that “Third Parties” are entities that are not Party to this Agreement.
1.1.27 “Power Management and Administrative Services Agreement” means the NCPA Power Management and Administrative Services Agreement, dated as of October 1, 2014, between NCPA and the Members who are signatories to that agreement by which NCPA provides Power Management and Administrative Services.
7 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT
1.1.28 “Product” has the meaning set forth in Section 1.1 of the ESSA.
1.1.29 “Project” or “ESSA” means the Energy Storage Service Agreement, dated as of ____________, 20__ between NCPA and Seller, under which NCPA, on behalf of the Participants, purchases Product from the Facility located in San Bernardino County, California, consisting of a separately metered section of a larger battery energy storage facility commonly known as the Trolley Battery Energy Storage Project. Upon final execution of the ESSA, the Project shall be deemed a NCPA Project in accordance with the Amended and Restated Facilities Agreement. The ESSA has been attached to this Agreement as Exhibit B.
1.1.30 “Project Costs” means all costs charged to and paid by NCPA pursuant to the ESSA.
1.1.31 “Project Participation Percentage” has the meaning set forth in the Power Management and Administrative Services Agreement, and are set forth in Exhibit A of this Agreement.
1.1.32 “Proposed Contract Price Increase” has the meaning set forth in Section 1.1 of the ESSA.
1.1.33 “Proposed Contract Price Increase Cap” has the meaning set forth in Section 1.1 of the ESSA.
1.1.34 “Revenue” means , with respect to each Participant, all income, rents, rates, fees, charges, and other moneys derived by the Participant from the
8 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT ownership or operation of its Electric System, including, without limiting the generality of the foregoing: (a) all income, rents, rates, fees, charges or other moneys derived from the sale, furnishing and supplying of electric capacity and energy and other services, facilities, and commodities sold, furnished, or supplied through the facilities of its Electric System; (b) the earnings on and income derived from the investment of such income, rents, rates, fees, charges or other moneys to the extent that the use of such earnings and income is limited by or pursuant to law to its Electric System; (c) the proceeds derived by the Participant directly or indirectly from the sale, lease or other disposition of all or a part of the Electric System; and (d) the proceeds derived by Participant directly or indirectly from the consignment and sale of freely allocated greenhouse gas compliance instruments into periodic auctions administered by the State of California under the California Cap-and-Trade Program, provided that such proceeds are a permitted use of auction proceeds, but the term Revenues shall not include (i) customers' deposits or any other deposits subject to refund until such deposits have become the property of the Participant or (ii) contributions from customers for the payment of costs of construction of facilities to serve them.
1.1.35 “Scheduling Protocols” means the applicable provisions of the Amended and Restated Scheduling Coordination Program Agreement, and any other contractual or other arrangements between NCPA and the Participants concerning the scheduling, delivery and metering of the ESSA.
9 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT
1.1.36 “Security Deposit” means the account established by NCPA and funded by the Participants in accordance with Section 5, the funds of which are available for use by NCPA in accordance with the terms and conditions hereof.
1.1.37 “Seller” means Trolley Pass Project LLC, as set forth in Recital D of this Agreement, or as otherwise set forth in the ESSA.
1.1.38 “Storage Contract Capacity” has the meaning set forth in Section
1.1 of the ESSA.
1.1.39 “Supply Chain Event” has the meaning set forth in Section 1.1 of in the ESSA.
1.1.40 “Term” has the meaning set forth in Section 10.
1.1.41 “Third Party” means an entity (including a Member) that is not Party to this Agreement.
1.2 Rules of Interpretation. As used in this Agreement (including the Recitals hereto), unless in any such case the context requires otherwise: The terms “herein,” “hereto,” “herewith” and “hereof” are references to this Agreement taken as a whole and not to any particular provision; the term “include,” “includes” or “including” shall mean “including, for example and without limitation;” and references to a “Section,” “subsection,” “clause,” “Appendix”, “Schedule”, or “Exhibit” shall mean a Section, subsection, clause, Appendix, Schedule or Exhibit of this Agreement, as the case may be.
All references to a given agreement, instrument, tariff or other document, or law,
10 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT regulation or ordinance shall be a reference to that agreement, instrument, tariff or other document, or law, regulation or ordinance as such now exists and as may be amended from time to time, or its successor. A reference to a “person” includes any individual, partnership, firm, company, corporation, joint venture, trust, association, organization or other entity, in each case whether or not having a separate legal personality and includes its successors and permitted assigns. A reference to a “day” shall mean a Calendar Day unless otherwise specified. The singular shall include the plural and the masculine shall include the feminine, and vice versa.
Section 2. Purpose. The purpose of this Agreement is to: (i) set forth the terms and conditions under which NCPA shall enter into the ESSA on behalf of the Participants, (ii) authorize NCPA, acting on behalf of the Participants, to engage in all activities related to that basic purpose, and (iii) specify the rights and obligations of NCPA and the Participants with respect to the ESSA.
Section 3. Sale and Purchase of Product. By executing this Agreement, each Participant acknowledges and agrees to be bound by the terms and conditions of the Agreement, and that the Agreement is written as a “take-or-pay” agreement. Any Product delivered to NCPA under the ESSA shall be delivered to each Participant in proportion to such Participant’s Project Participation Percentage as set forth in Exhibit A, and each Participant shall accept and pay for its respective percentage of such Product. To the extent a Participant is unable to accept such deliveries in full, NCPA shall dispose of such
11 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT surplus in its sole discretion, in such a manner to attempt to maximize Participant value and that Participant shall reimburse to NCPA any costs incurred by NCPA in doing so.
Notwithstanding the above, NCPA may allocate Product procured through the ESSA among the Participants in such percentages as NCPA may, in its reasonable discretion, determine are necessary, desirable, or appropriate, in order to accommodate Participant transfer rights pursuant to Section 9.
3.1 Scheduling. Product delivered from Seller shall be scheduled for and to the Participants in accordance with Scheduling Protocols, and the terms and conditions of the ESSA.
Section 4. Billing and Payments
4.1 Participant Payment Obligations. Each Participant agrees to pay to NCPA each month its respective portion of the Project Costs, Administrative Services Costs, scheduling coordination costs, and all other costs for services provided in accordance with this Agreement and the Amended and Restated Facilities Agreement. In addition to the aforementioned monthly payment obligations, each Participant is obligated to fund: (i) any and all required Security Deposits calculated in accordance with Section 5, and (ii) any working capital requirements for the Project maintained by NCPA as determined, collected and set forth in the Annual Budget.
4.2 Invoices. NCPA will issue an invoice to each Participant for its share of Project Costs, Administrative Services Costs, scheduling coordination costs, and all other
12 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT costs for services provided in accordance with this Agreement and the Amended and Restated Facilities Agreement. Such invoice may be either the All Resources Bill or separate special invoice, as determined by NCPA. At NCPA’s discretion, invoices may be issued to Participants using electronic media or physical distribution.
4.3 Payment of Invoices. All invoices delivered by NCPA (including the All Resources Bill) are due and payable thirty (30) Calendar Days after the date thereof; provided, however, that any amount due on a day other than a Business Day may be paid on the following Business Day.
4.4 Late Payments. Any amount due and not paid by a Participant in accordance with Section 4.3 shall be considered late and bear interest computed on a daily basis until paid at the lesser of (i) the per annum prime rate (or reference rate) of the Bank of America NT&SA then in effect, plus two percent (2%) or (ii) the maximum rate permitted by law.
4.5 Billing Disputes. A Participant may dispute the accuracy of any invoice issued by NCPA under this Agreement by submitting a written dispute to NCPA, within thirty (30) Calendar Days after the date of such invoice; nonetheless the Participant shall pay the full amount billed when due. If a Participant does not timely question or dispute the accuracy of any invoice in writing, then the invoice shall be deemed to be correct.
Upon review of a submitted dispute, if an invoice is determined by NCPA to be incorrect, then NCPA shall issue a corrected invoice and refund any amounts that may be due to the Participant. If NCPA and the Participant fail to agree on the accuracy of an invoice within
13 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT thirty (30) Calendar Days after the Participant has disputed it, then the General Manager shall promptly submit the dispute to the Commission for resolution. If the Commission and the Participant fail to agree on the accuracy of a disputed invoice within sixty (60) Calendar Days after its submission to the Commission, then the dispute may then be resolved under the mediation and arbitration procedures set forth in Section 12 of this Agreement; provided, however, that prior to resorting to either mediation or arbitration proceedings, the full amount of the disputed invoice must be paid by the Participant.
4.6 Billing/Settlement Data and Examination of Books and Records.
4.6.1 Settlement Data. NCPA shall make billing and settlement data available to the Participants in the All Resources Bill, or other invoice, or upon request.
NCPA may also, at its sole discretion, make billing and settlement support information available to Participants using electronic media (e.g. electronic data portal).
Procedures and formats for the provision of such electronic data submission may be established by the Commission from time to time. Without limiting the generality of the foregoing, NCPA may, in its reasonable discretion, require the Participants to execute a non-disclosure agreement prior to providing access to the NCPA electronic data portal.
4.6.2 Examination of Books and Records. Any Participant to this Agreement shall have the right to examine the books and records created and
14 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT maintained by NCPA pursuant to this Agreement at any reasonable, mutually agreed upon time.
Section 5. Security Deposit Administration
5.1 Security Deposit Requirements. Each Participant agrees that any funds deposited at NCPA to satisfy Participant’s Security Deposit requirements pursuant to this Agreement shall be irrevocably committed and held by NCPA in the General Operating Reserve, and that such funds may be used by NCPA in accordance with Section 5.1.3.
Each Participant’s Security Deposit will be accounted separately from and in addition to any other security accounts or deposits maintained pursuant to any other agreement between NCPA and the Participant, or any other such security account or deposits required of Members. In connection with fulfilling the Security Deposit requirements of this Agreement, Participant may elect to use its uncommitted funds held in the General Operating Reserve to satisfy in whole or in part its Security Deposit required under Section 5. If Participant chooses to satisfy in whole or in part its security requirements using its uncommitted funds held in the General Operating Reserve, then Participant is required to execute and deliver to NCPA an Irrevocable Letter of Direction, directing NCPA to utilize Participant’s uncommitted General Operating Reserve funds for such purposes, and the designated funds will thereafter be irrevocably committed and held by NCPA to satisfy the requirements of this Agreement.
15 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT
5.1.1 Initial Amounts. No later than ninety (90) day prior to the Commercial Operation Date, each Participant shall ensure that sufficient Security Deposit funds have been deposited with and are held by NCPA in an amount not greater than the highest three (3) months of estimated Project Costs, as estimated by NCPA. Such Security Deposit requirement may be satisfied by Participant in whole or part either in cash, through irrevocable commitment of its uncommitted funds held in the General Operating Reserve in accordance with Section 5.1, or through a clean, irrevocable letter of credit satisfactory to NCPA’s General Manager.
5.1.2 Subsequent Deposits. Periodically, and at least quarterly, NCPA shall review and revise its estimate of Project Costs for which Participant shall be obligated to pay under this Agreement. Following such review, NCPA shall determine whether each Participant has a sufficient Security Deposit balance at NCPA. To the extent that any Participant’s Security Deposit balance is greater than one hundred and ten percent (110%) of the amount required herein, NCPA shall credit such amount as soon as practicable to the Participant’s next following All Resources Bill, or by separate special invoice. To the extent that any Participant’s Security Deposit balance is less than ninety percent (90%) of the amount required herein, NCPA shall add such amount as soon as practicable to such Participant’s next All Resources Bill, or as necessary, to a special invoice to be paid by Participant upon receipt. Credits or additions shall not be made to Participants who satisfy these Security Deposit requirements in whole through
16 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT the use of a letter of credit; provided, that the amount of the letter of credit shall be adjusted, as required from time to time, in a like manner to assure an amount not to exceed the highest three (3) months of estimated Project Costs is available to NCPA, as determined by NCPA.
5.1.3 Use of Security Deposit Funds. NCPA may use any and all Security Deposit funds held by NCPA (or utilize a letter of credit provided in lieu thereof) to pay any costs it incurs hereunder, including making payments to Seller, without regard to any individual Participant’s Security Deposit balance or proportionate share of Project Costs, and irrespective of whether NCPA has issued an All Resources Bill or special invoice for such costs to the Participants or whether a Participant has made timely payments of All Resources Bills or special invoices.
Should Participant have satisfied its Security Deposit requirements in whole or part through a letter of credit, NCPA may draw on such letter of credit to satisfy Participant’s obligations hereunder at NCPA’s sole discretion. Notwithstanding the foregoing, if any Participant fails to pay any costs incurred by NCPA pursuant to this Agreement, NCPA shall first use that non-paying Participant’s Security Deposit and shall not use any other Participants’ Security Deposit until such non-paying Participant’s Security Deposit has been exhausted.
5.1.4 Accounting. If Security Deposit funds or a letter of credit are used by NCPA to pay any costs it incurs hereunder as described in Section 5.1.3, then NCPA
17 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT will maintain a detailed accounting of each Participant’s shares of funds withdrawn, and upon the collection of all or a part of such withdrawn funds, NCPA will credit back to each non-defaulting Participant the funds collected in proportion to such nondefaulting Participant’s share of funds initially withdrawn.
5.1.5 Emergency Additions. In the event that funds are withdrawn pursuant to Section 5.1.3, or if the Security Deposit held by NCPA is otherwise insufficient to allow for NCPA to pay any invoice, demand, request for further assurances by Seller, or claims, NCPA shall notify all Participants of the deficiency. In conjunction with such notice, NCPA shall send a special or emergency assessment invoice to the Participant or Participants that caused or are otherwise responsible for the deficiency. Each Participant of such an invoice shall pay to NCPA such assessment when and if assessed by NCPA within two (2) Business Days of the invoice date of the assessment, or shall consent to and direct NCPA to draw on any existing letter of credit Participant has established for such purposes. In the event that the Participant or Participants that caused or are otherwise responsible for the deficiency cannot, does not or will not pay to NCPA the special or emergency assessment within two (2) Business Days after the invoice date, NCPA shall immediately submit a special or emergency invoice to all remaining Participants, and such remaining Participants shall pay to NCPA such assessment within two (2) Business Days after the invoice date of
18 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT the assessment, or shall consent to and direct NCPA to draw on any existing letter of credit that Participant has established for such purposes.
5.1.6 Security Deposit Interest. NCPA shall maintain a detailed accounting of each Participant’s Security Deposits, and withdrawals of such funds, held by NCPA. Security Deposits held by NCPA shall be invested by NCPA in accordance with the General Operating Reserve policies and investment policies adopted by the NCPA Commission. Interest earned on the Security Deposit funds shall be proportionately credited to the Participants in accordance with their weighted average balances held therein. Any Security Deposit losses caused by early termination of investments shall be allocated among the Participants in accordance with the General Operating Reserve provisions and guidelines approved by the Commission, as the same may be amended from time to time; provided, however, to the extent that either the General Operating Reserve provisions and guidelines do not apply or the Security Deposit is not adequate to cover the losses, then such losses shall be allocated among the Participants in accordance with their proportionate Security Deposit balances.
5.1.7 Return of Funds. Upon termination or a permitted withdrawal of a Participant in accordance with this Agreement, the affected Participant may apply to NCPA for the return of their share of Security Deposit funds ninety (90) days after the effective date of such termination or withdrawal. However, NCPA shall, in its sole but
19 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT reasonable discretion, as determined by the NCPA General Manager, estimate the then outstanding liabilities of the Participant, including any estimated contingent liabilities and shall retain all such funds, if any, until all such liabilities have been fully paid or otherwise satisfied in full. After all such liabilities have been satisfied in full, as determined by NCPA’s General Manager, any remaining balance of the Participant’s share of the Security Deposit will be refunded to the Participant within sixty (60) days thereafter.
Section 6. Cooperation and Further Assurances. Each of the Parties agree to provide such information, execute and deliver any instruments and documents and to take such other actions as may be necessary or reasonably requested by any other Party which are consistent with the provisions of this Agreement and which do not involve the assumption of obligations other than those provided for in this Agreement, in order to give full effect to this Agreement and to carry out the intent of this Agreement. The Parties agree to cooperate and act in good faith in connection with obtaining any credit support required in order to satisfy the requirements of this Agreement.
Section 7. Participant Covenants and Defaults
7.1 Each Participant covenants and agrees: (i) to make payments to NCPA, from its Electric System Revenues, of its obligations under this Agreement as an operating expense of its Electric System; (ii) to fix the rates and charges for services provided by its Electric System, so that it will at all times have sufficient Revenues to meet the obligations
20 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT of this Agreement, including the payment obligations; (iii) to make all such payments due NCPA under this Agreement whether or not there is an interruption in, interference with, or reduction or suspension of services provided under this Agreement, such payments not being subject to any reduction, whether by offset or otherwise, and regardless of whether any reasonable dispute exists; and (iv) to operate its Electric System, and the business in connection therewith, in accordance with Good Utility Practices.
7.2 Events of Default. An Event of Default under this Agreement shall exist upon the occurrence of any one or more of the following by a Participant (the “Defaulting Participant”):
(i) the failure of any Participant to make any payment in full to NCPA when due;
(ii) the failure of a Participant to perform any covenant or obligation of this Agreement where such failure is not cured within thirty (30) Calendar Days following receipt of a notice from NCPA demanding cure; provided, that this subsection shall not apply to any failure to make payments specified by subsection 7.2 (i)); (iii) if any representation or warranty of a Participant material to the services provided hereunder shall prove to have been incorrect in any material respect when made and the Participant does not cure the facts underlying such incorrect representation or warranty so that the representation or warranty becomes true and correct within thirty (30) Calendar Days after the date of receipt of notice from NCPA demanding cure; or
21 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT (iv) if a Participant is in default or in breach of any of its covenants or obligations under any other agreement with NCPA and such default or breach is not cured within the time periods specified in such agreement.
7.3 Uncontrollable Forces. A Party shall not be considered to be in default in respect of any obligation hereunder if prevented from fulfilling such obligation by reason of Uncontrollable Forces; provided, that in order to be relieved of an Event of Default due to Uncontrollable Forces, a Party affected by an Uncontrollable Force shall:
(i) first provide oral notice to the General Manager using telephone communication within two (2) Business Days after the onset of the Uncontrollable Force, and provide subsequent written notice to the General Manager and all other Parties within ten (10) Business Days after the onset of the Uncontrollable Force, describing its nature and extent, the obligations which the Party is unable to fulfill, the anticipated duration of the Uncontrollable Force, and the actions which the Party will undertake so as to remove such disability and be able to fulfill its obligations hereunder; and (ii) use due diligence to place itself in a position to fulfill its obligations hereunder and if unable to fulfill any obligation by reason of an Uncontrollable Force such Party shall exercise due diligence to remove such disability with reasonable dispatch; provided, that nothing in this subsection shall require a Party to settle or compromise a labor dispute.
22 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT
7.4 Cure of an Event of Default. An Event of Default shall be deemed cured only if such default shall be remedied or cured within the time periods specified in Section 7.2 above, as may be applicable, provided, however, upon request of the Defaulting Participant the Commission may waive the default at its sole discretion, where such waiver shall not be unreasonably withheld.
7.5 Remedies in the Event of Uncured Default. Upon the occurrence of an Event of Default which is not cured within the time limits specified in Section 7.2, without limiting other rights or remedies available under this Agreement, at law or in equity, and without constituting or resulting in a waiver, release or estoppel of any right, action or cause of action NCPA may have against the Defaulting Participant, NCPA may take any or all of the following actions:
(i) suspend the provision of services under this Agreement to such Defaulting Participant; or
(ii) demand that the Defaulting Participant provide further assurances to guarantee the correction of the default, including the collection of a surcharge or increase in electric rates, or such other actions as may be necessary to produce necessary Revenues to correct the default.
7.6 Effect of Suspension.
7.6.1 Generally. The suspension of this Agreement will not terminate, waive, or otherwise discharge any ongoing or undischarged liabilities, credits or
23 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT obligations arising from this Agreement until such liabilities, credits or obligations are satisfied in full.
7.6.2 Suspension. If performance of all or any portion of this Agreement is suspended by NCPA with respect to a Participant in accordance with subsection
7.5(i), then such Participant shall pay any and all costs incurred by NCPA as a result of such suspension including reasonable attorney’s fees, the fees and expenses of other experts, including auditors and accountants, or other reasonable and necessary costs associated with such suspension and any portion of the Project Costs, scheduling and dispatch costs, and Administrative Services Costs that were not recovered from such Participant as a result of such suspension.
Section 8. Administration of Agreement
8.1 Commission. The Commission is responsible for the administration of this Agreement. Each Participant shall be represented by its Commissioner or their designated alternate Commissioner (“Alternate”) pursuant to the Joint Powers Agreement. Each Commissioner shall have authority to act for the Participant represented with respect to matters pertaining to this Agreement.
8.2 Forum. Whenever any action anticipated by this Agreement is required to be jointly taken by the Participants, such action shall be taken at regular or special meetings of the NCPA Commission.
24 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT
8.3 Quorum. For purposes of acting upon matters that relate to administration of this Agreement, a quorum of the Participants shall consist of those Commissioners, or their designated Alternate, representing a numerical majority of the Participants.
8.4 Voting. Each Participant shall have the right to cast one vote with respect to matters pertaining to this Agreement. A unanimous vote of all Participants shall be required for action regarding: (i) any transfer of rights to a Third Party as described in Section 9 of this Agreement; and (ii) for matters related to any of the following actions as provided for in the ESSA: (a) exercising any early termination provisions as set forth in the ESSA, and (b) exercising any assignment rights as set forth in the ESSA. For all other matters pertaining to this Agreement, a majority vote of the Participants shall be required for action.
8.5 Storage Rate Adjustment Event. Section 2.5 of the ESSA permits the Seller to request a Contract Price adjustment from NCPA to address cost increases that Seller incurs as a result of a Change in Tax Law or Supply Chain Event. If the Proposed Contract Price Increase or Actual Contract Price Increase is equal to or less than the Proposed Contract Price Increase Cap, then as further set forth in Section 2.5 of the ESSA, such Proposed Contract Price Increase or Actual Contract Price Increase shall be deemed accepted by the Participants and NCPA, and the parties to the ESSA shall amend the Contract Price in the ESSA.
25 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT If the Proposed Contract Price Increase and/or Actual Contract Price Increase is greater than the Proposed Contract Price Increase Cap by an amount that is less than or equal to of the original Contract Price, in aggregate, then the NCPA General Manager is hereby delegated authority by the Participants to approve the price increase based on their determination that (1) the Initial Independent Report or Final Independent Report supports the Proposed Contract Price Increase and/or Actual Contract Price Increase, and (2) the ESSA with the Proposed Contract Price Increase and/or Actual Contract Price Increase is still favorable when compared to current market conditions for similar products. The NCPA General Manager shall notify the Commission of the acceptable Proposed Contract Price Increase and/or Actual Contract Price Increase and associated modifications to the ESSA with the foregoing findings, if any, at the next available Commission meeting. If the Proposed Contract Price Increase and/or Actual Contract Price Increase is greater than of the original Contract Price, in aggregate, then the proposed modifications to the ESSA will be brought to the Commission for discussion and further action.
Section 9. Transfer of Rights by Participants
9.1 A Participant has the right to make transfers, sales, assignments and exchanges (collectively “transfers(s)”) of any portion of its Project Participation Percentage and rights thereto, subject to the approval provisions in Section 8.4 of this Agreement, provided that the transferee satisfies all applicable criterion in the ESSA. If a Participant
26 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT desires to transfer a portion or its entire share of the Project for a specific time interval, or permanently, then NCPA will, if requested by such Participant, use its best efforts to transfer that portion of the Participant’s share of the Project.
9.2 Unless otherwise set forth in this Agreement, before a Participant may transfer an excess Project share pursuant to Section 9.1 to any person or entity other than a Participant, it shall give all other Participants the right to purchase the share on the same terms and conditions. Before a Participant may transfer an excess Project share pursuant to Section 9.1 to any person or entity other than a Member, it shall give all Members the right to purchase the share on the same terms and conditions. Such right shall be exercised within thirty (30) days of receipt of notice of said right.
No transfer shall relieve a Participant of any of its obligations under this Agreement except to the extent that NCPA receives payment of these obligations from a transferee.
Section 10. Term and Termination. This Agreement shall become effective when it has been duly executed by all Participants, and delivered to and executed by NCPA (the “Effective Date”). NCPA shall notify all Participants in writing of the Effective Date. The Term of this Agreement shall be coterminous with the ESSA, and shall commence on the Effective Date, and shall continue through the term of the ESSA.
Section 11. Withdrawal of Participants. No Participant may withdraw from this Agreement except as otherwise provided for herein.
27 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT Section 12. Settlement of Disputes and Arbitration. The Parties agree to make best efforts to settle all disputes among themselves connected with this Agreement as a matter of normal business under this Agreement. The procedures set forth in Section 10 of the Power Management and Administrative Services Agreement shall apply to all disputes that cannot be settled by the Participants themselves; provided, that the provisions of Section 4.5 shall first apply to all disputes involving invoices prepared by NCPA.
Section 13. Miscellaneous
13.1 Confidentiality. The Parties will keep confidential all confidential or trade secret information made available to them in connection with this Agreement, to the extent possible, consistent with applicable laws, including the California Public Records Act.
Confidential or trade secret information shall be marked or expressly identified as such.
If a Party (“Receiving Party”) receives a request from a Third Party for access to, or inspection, disclosure or copying of, any other Party’s (the “Supplying Party”) confidential data or information, which the Receiving Party has possession of (“Disclosure Request”), then the Receiving Party shall provide notice and a copy of the Disclosure Request to the Supplying Party within three (3) Business Days after receipt of the Disclosure Request.
Within three (3) Business Days after receipt of such notice, the Supplying Party shall provide notice to the Receiving Party either:
(i) that the Supplying Party believes there are reasonable legal grounds for denying or objecting to the Disclosure Request, and the Supplying Party requests the
28 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT Receiving Party to deny or object to the Disclosure Request with respect to identified confidential information. In such case, the Receiving Party shall deny the Disclosure Request and the Supplying Party shall defend the denial of the Disclosure Request at its sole cost, and it shall indemnify the Receiving Party for all costs associated with denying or objecting to the Disclosure Request. Such indemnification by the Supplying Party of the Receiving Party shall include all of the Receiving Party’s costs reasonably incurred with respect to denial of or objection to the Disclosure Request, including but not limited to costs, penalties, and the Receiving Party’s attorney’s fees; or (ii) that the Receiving Party may grant the Disclosure Request without any liability by the Receiving Party to the Supplying Party.
13.2 Indemnification and Hold Harmless. Subject to the provisions of Section
13.4, each Participant agrees to indemnify, defend and hold harmless NCPA and its Members, including their respective governing boards, officials, officers, agents, and employees, from and against any and all claims, suits, losses, costs, damages, expenses and liability of any kind or nature, including reasonable attorneys’ fees and the costs of litigation, including experts, to the extent caused by any acts, omissions, breach of contract, negligence (active or passive), gross negligence, recklessness, or willful misconduct of that Participant, its governing officials, officers, employees, subcontractors or agents, to the maximum extent permitted by law.
29 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT
13.3 Several Liabilities. No Participant shall, in the first instance, be liable under this Agreement for the obligations of any other Participant or for the obligations of NCPA incurred on behalf of other Participants. Each Participant shall be solely responsible and liable for performance of its obligations under this Agreement, except as otherwise provided for herein. The obligation of each Participant under this Agreement is, in the first instance, a several obligation and not a joint obligation with those of the other Participants.
Notwithstanding the foregoing, the Participants acknowledge that any debts or obligations incurred by NCPA under this Agreement on behalf of any of them shall be borne solely by such Participants in proportion to their respective Project Participation Percentages, and not by non-Participant Members of NCPA, pursuant to Article IV, Section 3(b) of the Joint Powers Agreement.
In the event that a Participant should fail to pay its share of the debts or obligations incurred by NCPA as required by this Agreement, the remaining Participants shall, in proportion to their Project Participation Percentages, pay such unpaid amounts and shall be reimbursed by the Participant failing to make such payments.
13.4 No Consequential Damages. FOR ANY BREACH OF ANY PROVISION OF
THIS AGREEMENT FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES
IS PROVIDED IN THIS AGREEMENT, THE LIABILITY OF THE DEFAULTING PARTY
SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER
30 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT DAMAGES OR REMEDIES ARE HEREBY WAIVED. IF NO REMEDY OR MEASURE OF
DAMAGE IS EXPRESSLY PROVIDED, THE LIABILITY OF THE DEFAULTING PARTY
SHALL BE LIMITED TO ACTUAL DAMAGES ONLY AND ALL OTHER DAMAGES AND REMEDIES ARE HEREBY WAIVED. IN NO EVENT SHALL NCPA OR ANY
PARTICIPANT OR THEIR RESPECTIVE SUCCESSORS, ASSIGNS, REPRESENTATIVES,
DIRECTORS, OFFICERS, AGENTS, OR EMPLOYEES BE LIABLE FOR ANY LOST
PROFITS, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INDIRECT, PUNITIVE, OR
INCIDENTAL LOSSES OR DAMAGES, INCLUDING LOSS OF USE, LOSS OF
GOODWILL, LOST REVENUES, LOSS OF PROFIT OR LOSS OF CONTRACTS EVEN IF
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND
NCPA AND EACH PARTICIPANT EACH HEREBY WAIVES SUCH CLAIMS AND
RELEASES EACH OTHER AND EACH OF SUCH PERSONS FROM ANY SUCH LIABILITY.
The Parties acknowledge that California Civil Code section 1542 provides that: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” The Parties waive the provisions of section 1542, or other similar provisions of law, and intend that the waiver and release provided by this Section of this Agreement shall be fully enforceable despite its reference to future or unknown claims.
31 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT
13.5 Waiver. No waiver of the performance by a Party of any obligation under this Agreement with respect to any default or any other matter arising in connection with this Agreement shall be effective unless given by the Commission or the governing body of a Participant, as applicable. Any such waiver by the Commission in any particular instance shall not be deemed a waiver with respect to any subsequent performance, default or matter.
13.6 Amendments. Except where this Agreement specifically provides otherwise, this Agreement may be amended only by written instrument executed by the Parties with the same formality as this Agreement.
13.7 Assignment of Agreement.
13.7.1 Binding Upon Successors. This Agreement shall inure to the benefit of and shall be binding upon the respective successors and assignees of the Parties to this Agreement.
13.7.2 No Assignment. Neither this Agreement, nor any interest herein, shall be transferred or assigned by a Party hereto except with the consent in writing of the other Parties hereto, which consent shall not be unreasonably withheld.
13.8 Severability. In the event that any of the terms, covenants or conditions of this Agreement or the application of any such term, covenant or condition, shall be held invalid as to any person or circumstance by any court having jurisdiction, all other terms, covenants or conditions of this Agreement and their application shall not be affected
32 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT thereby, but shall remain in force and effect unless the court holds that such provisions are not severable from all other provisions of this Agreement.
13.9 Governing Law. This Agreement shall be interpreted, governed by, and construed under the laws of the State of California.
13.10 Headings. All indices, titles, subject headings, section titles and similar items are provided for the purpose of convenience and are not intended to be inclusive, definitive, or affect the meaning of the contents of this Agreement or the scope thereof.
13.11 Notices. Any notice, demand or request required or authorized by this Agreement to be given to any Party shall be in writing, and shall either be personally delivered to a Participant’s Commissioner or Alternate, and to the General Manager, or shall be transmitted to the Participant and the General Manager at the addresses shown on the signature pages hereof. The designation of such addresses may be changed at any time by written notice given to the General Manager who shall thereupon give written notice of such change to each Participant. All such notices shall be deemed delivered when personally delivered, two (2) Business Days after deposit in the United States mail first class postage prepaid, or on the first Business Day following delivery through electronic communication.
13.12 Warranty of Authority. Each Party represents and warrants that it has been duly authorized by all requisite approval and action to execute and deliver this Agreement and that this Agreement is a binding, legal, and valid agreement enforceable in accordance
33 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT with its terms. Upon execution of this Agreement, each Participant shall deliver to NCPA a resolution of the governing body of such Participant evidencing approval of and authority to enter into this Agreement.
13.13 Counterparts. This Agreement may be executed in any number of counterparts, and each executed counterpart shall have the same force and effect as an original instrument and as if all the signatories to all of the counterparts had signed the same instrument. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signatures thereon, and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more signature pages.
13.14 Venue. In the event that a Party brings any action under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Placer or in the United States District Court for the Eastern District of California.
13.15 Attorneys’ Fees. If a Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provisions of this Agreement, then each Party shall bear its own fees and costs, including attorneys’ fees, associated with the action.
13.16 Counsel Representation. Pursuant to the provisions of California Civil Code Section 1717 (a), each of the Parties were represented by counsel in the negotiation and
34 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT execution of this Agreement and no one Party is the author of this Agreement or any of its subparts. Those terms of this Agreement which dictate the responsibility for bearing any attorney’s fees incurred in arbitration, litigation or settlement in a manner inconsistent with the provisions of Section 13.2 were intentionally so drafted by the Parties, and any ambiguities in this Agreement shall not be interpreted for or against a Party by reason of that Party being the author of the provision.
13.17 No Third Party Beneficiaries. Nothing contained in this Agreement is intended by the Parties, nor shall any provision of this Agreement be deemed or construed by the Parties, by any third person or any Third Parties, to be for the benefit of any Third Party, nor shall any Third Party have any right to enforce any provision of this Agreement or be entitled to damages for any breach by the Parties of any of the provisions of this Agreement.
35 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT IN WITNESS WHEREOF, NCPA and each Participant have, by the signature of its duly authorized representative shown below, executed and delivered a counterpart of this Agreement.
NORTHERN CALIFORNIA
POWER AGENCY
651 Commerce Drive
Roseville, CA 95678
_____________________________
By: Randy S. Howard
Title: General Manager
Date:
Approved as to form:
_____________________________
By: Jane E. Luckhardt
Its: General Counsel
Date:
Attestation (if applicable):
_____________________________
By:__________________________
Its:
Date:
CITY OF SANTA CLARA
1500 Warburton Avenue
Santa Clara, CA 95050
_____________________________
By:__________________________
Title: __________________________
Date:
Approved as to form:
_____________________________
By:__________________________
Its: City Attorney
Date:
Attestation (if applicable):
_____________________________
By:__________________________
Its:
Date:
36 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT
CITY OF ALAMEDA
2000 Grand Street
P.O. Box H
Alameda, CA 94501
_____________________________
By:__________________________
Title: ________________________
Date:
Approved as to form:
_____________________________
By:__________________________
Its: City Attorney
Date:
Attestation (if applicable)
_____________________________
By:__________________________
Its:
Date:
CITY OF LOMPOC
100 Civic Center Plaza
Lompoc, CA 93436
_____________________________
By:__________________________
Title: ________________________
Date:
Approved as to form:
_____________________________
By:
Its: City Attorney
Date:
Attestation (if applicable)
_____________________________
By:__________________________
Its:
Date:
37 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT
CITY OF PALO ALTO
250 Hamilton Avenue
Palo Alto, CA 94301
_____________________________
By:__________________________
Title: ________________________
Date:
Approved as to form:
_____________________________
By:
Its: City Attorney
Date:
Attestation (if applicable)
_____________________________
By:__________________________
Its:
Date:
CITY OF REDDING
777 Cypress Avenue
Redding, CA 96001
_____________________________
By:__________________________
Title: ________________________
Date:
Approved as to form:
_____________________________
By:
Its: City Attorney
Date:
Attestation (if applicable)
_____________________________
By:__________________________
Its:
Date:
38 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT
CITY OF SHASTA LAKE
4477 Main Street
Shasta Lake, CA 96019
_____________________________
By:__________________________
Title: ________________________
Date:
Approved as to form:
_____________________________
By:
Its: City Attorney
Date:
Attestation (if applicable)
_____________________________
By:__________________________
Its:
Date:____________________________
CITY OF UKIAH
300 Seminary Avenue
Ukiah, CA 95482
_____________________________
By:__________________________
Title: ________________________
Date:
Approved as to form:
_____________________________
By:
Its: City Attorney
Date:
Attestation (if applicable)
_____________________________
By:__________________________
Its:
Date:____________________________
39 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT CITY OF OAKLAND, acting
by and through its
Board of Port Commissioners
530 Water Street
Oakland, CA 94607
_____________________________
By:__________________________
Title: ________________________
Date:
Approved as to form:
_____________________________
By:
Its: City Attorney
Date:
Attestation (if applicable)
_____________________________
By:__________________________
Its:
Date:____________________________
40 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT
EXHIBIT A
PROJECT PARTICIPATION PERCENTAGES
Table 1 of this Exhibit A lists the Members, and their respective initial Project Participation Percentage share of the Project, that are expected to execute this Agreement by signature, and therefore become Participants (the “Initial Participants):
On the Effective Date of the Agreement, NCPA shall prepare Table 2 to reflect the Final Project Participation Percentages of each Participant, and such Table 2 will be added to this Exhibit A as an amendement to this Agreement. NCPA shall provide Notice to each Participant of Table 2 that is incorporated into this Exhibit A as described herein.
Pursuant to Section 5 of Exhibit B of the ESSA, if, at Commercial Operation, the Installed Battery Capacity is less than one hundred percent (100%) of the Storage Contract Capacity, Seller shall have one hundred twenty (120) days after the Commercial Operation Date to install additional capacity such that the Installed Battery Capacity is equal to (but not greater than) the one hundred percent (100%) of the Storage Contract Capacity. If Seller fails to construct the Storage Contract Capacity by such date, Seller shall pay NCPA
41 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT Capacity Damages, and for each MW (or portion thereof) that the Storage Contract Capacity exceeds the Installed Battery Capacity, the Project Participation Share for the Participants shall be automatically adjusted and reduced, on a pro rata basis, to equal to actual amount of Installed Battery Capacity.
42 THIRD PHASE AGREEMENT FOR ENERGY STORAGE SERVICE AGREEMENT
EXHIBIT B
Energy Storage Service Agreement
The Energy Storage Service Agreement between Trolley Pass Project LLC and Northern California Power Agency has been attached to this Agreement as Exhibit B.
Attachment 3
RESOLUTION NO. 2025-
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH APPROVING THE THIRD PHASE
AGREEMENT FOR ENERGY STORAGE SERVICES AGREEMENT WITH TROLLEY PASS PROJECT, LLC
WHEREAS: The City of Ukiah Electric Utility has adopted policies that are designed to increase the amount of energy that is provided to retail customers from eligible renewable and carbon free energy resources, increase renewable integration, and improve grid reliability; and WHEREAS: Increased renewable generation creates variability that requires grid balancing solutions; and
WHEREAS: Battery energy storage solutions provide opportunities for arbitrage, load shifting, peak shaving, and emergency backup capabilities; and
WHEREAS: Trolley Pass Project, LLC has agreed to sell discharging energy, storage capacity, capacity attributes and ancillary services (Products) from a 300MW battery energy storage facility, located in San Bernadino County, California to Northern California Power Agency (NCPA), on behalf of the City of Ukiah and other participating NCPA members; and
WHEREAS: Trolley Pass Project, LLC has agreed to sell Products supplied from the Trolley Pass Project at an average yearly price of $436,464; and
WHEREAS: Terms and conditions for the transaction are set forth in the Energy Storage Services Agreement (ESSA) between Trolley Pass Project, LLC and Northern California Power Agency; and WHEREAS: The ESSA includes an expected commercial operation date of June 1, 2029, with a term of 20 years; and
WHEREAS: During the term of the ESSA, NCPA will act as Scheduling Coordinator for the Project, and Trolley Pass Project will own, operate, and maintain the project; and WHEREAS: To enable NCPA to enter into the ESSA on behalf of the City and other participating members (individually referred to as a “Participant”, and collectively referred to as the “Participants”), pursuant to the terms and conditions of the Amended and Restated Facilities Agreement, the Third Phase Agreement provides all means necessary for NCPA to fulfill obligations incurred on behalf of NCPA and the Participants pursuant to the ESSA, and to enable and obligate the Participants to take delivery of and pay for such electric capacity and energy and to pay NCPA for all costs incurred for undertaking the foregoing activities.; and
WHEREAS: The Third Phase Agreement specifies the rights and obligations of NCPA and the Participants regarding governance and administration of the ESSA, and obligates each Participant to pay for its Project Participation Percentage share of all Project Costs, Administrative Services Costs, scheduling coordination costs, and all other costs related to the ESSA; and WHEREAS: Upon full execution of the Third Phase Agreement, NCPA will be authorized to enter into the ESSA on behalf of the Participants, and such ESSA shall be deemed an NCPA Project by the Commission pursuant to the Amended and Restated Facilities Agreement; and WHEREAS: pursuant to the terms and conditions of the Third Phase Agreement, the City of Ukiah acknowledges and agrees to be bound by the terms and conditions of the Third Phase Agreement, and that the Third Phase Agreement is written as a “take or pay” agreement, and any Products delivered to NCPA under the ESSA shall be delivered to the City of Ukiah in proportion to Ukiah’s project participation percentage, 1%, and Ukiah shall take and pay for it’s respective percentage of Products; and
WHEREAS: NCPA’s obligation to purchase Products supplied from the Trolley Pass Project is conditioned on completing any environmental review required by California Environmental Quality Act (CEQA); and
WHEREAS: The NCPA Commission adopted Resolution 25-80 on June 26, 2025, approving the Trolley Pass Project, LLC ESSA and Third Phase Agreement.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Ukiah, that the City Manager is authorized, on behalf of the City of Ukiah, to enter into the Third Phase Agreement for Energy Storage Solutions Agreement with Northern California Power Agency, including any nonsubstantive modifications to the Agreement as approved by NCPA’s counsel.
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Ukiah on the 16th day of July 2025, by the following roll call vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
_____________________________
Douglas Crane, Mayor
ATTEST:
_____________________________
Kristine Lawler, City Clerk
Agenda Item No: 8.c.
MEETING DATE/TIME: 8/20/2025
ITEM NO: 2025-856
AGENDA SUMMARY REPORT
SUBJECT: Notification to Council of Contract No. 2526-080 with Peterson Mechanical Inc. for the Emergency Replacement of the HVAC System at the Grandi Substation, in the Amount of $44,700; and Approval of Corresponding Budget Amendment.
DEPARTMENT: Electric Utility PREPARED BY: Diann Lucchetti, Administrative Secretary PRESENTER: Cindy Sauers, Electric Utility Director
ATTACHMENTS:
1. Peterson Mechanical - HVAC at Substation 2526-080 - Contract Summary: Council will receive notification of Contract No. 2526-080 for replacement of the HVAC system at the Grandi Substation for the amount of $44,700; and will consider approving corresponding budget amendment.
Background: Pursuant to the requirements of Section 1522 of the Municipal Code, Staff is reporting to City Council a contract with Peterson Mechanical Inc. for the replacement of the HVAC system at the Grandi Substation in the amount of $44,700.
Discussion: On Monday, June 30, 2025, the HVAC system at the Grandi Substation failed, creating an immediate operational risk. Having proper cooling is essential for protecting the batteries and other sensitive electronics inside the substation. Staff immediately mitigated the issue by installing portable AC units to ensure the temperature inside the substation did not exceed acceptable levels.
Following an emergency determination by the City Manager, Staff solicited three competitive quotes for the replacement unit, evaluating both cost and lead time to ensure a timely and effective solution. Peterson Mechanical provided a like-for-like replacement option with a one-week lead time at a cost of $44,700, representing the best combination of price, lead time, and suitability for the substation environment. The FY25/26 operational budget includes an approved appropriation in the amount of $27,500 for this replacement. Staff is requesting a budget amendment in the amount of $17,200 to increase the budget to align with actual costs.
On July 11, 2025, the City of Ukiah Electric Department entered into a contract (Attachment 1) with Peterson Mechanical, Inc. for the replacement of the HVAC system at the Grandi Substation for an amount not-toexceed $44,700. The new system was operational on August 6, 2025.
Recommended Action: Receive notification of Contract No. 2526-080 with Peterson Mechanical, Inc., for the amount of $44,700; and consider approving a corresponding budget amendment.
BUDGET AMENDMENT REQUIRED: Yes
CURRENT BUDGET AMOUNT: 80026210.56120: $35,000
PROPOSED BUDGET AMOUNT: 80026210.56120: $52,200
FINANCING SOURCE: Electric Funds
REVENUE: No GRANT: No
PREVIOUS CONTRACT/PURCHASE ORDER NO.: COU No. 2526-080
COORDINATED WITH: Purchasing Department; Sage Sangiacomo, City Manager STRATEGIC PLAN (SP):
CLIMATE INITIATIVES (CI):
GENERAL PLAN ELEMENTS (GP):
Attachment 1
Agenda Item No: 8.d.
MEETING DATE/TIME: 8/20/2025
ITEM NO: 2025-898
AGENDA SUMMARY REPORT
SUBJECT: Notification of Purchase of the Outfitting of Two Ukiah Police Department Ford Explorer Interceptors with Required Police Equipment by Lehr Auto Electric for the Amount of $44,832.90.
DEPARTMENT: Police PREPARED BY: Tom Corning, Police Chief PRESENTER: Jason Chapman, Police Captain
ATTACHMENTS:
1. PO 48873
Summary: Council will receive a notification of the purchase of the outfitting of two Ukiah Police Department Ford Explorer Interceptors with required police equipment by Lehr Auto Electric for the amount of $44,832.90.
Background: The Ukiah Police Department recently purchased two new Ford Explorer Police Interceptors to maintain a reliable patrol fleet. In the past, the Department has used Lehr Auto Electric to outfit similar patrol vehicles with essential equipment. Lehr Auto Electric has proven to be reliable and timely in their services.
Discussion: The purchase order (Attachment 1) to Lehr Auto Electric covers the complete outfitting of two new patrol vehicles with required police equipment, including push bumpers, sirens, emergency lights, radios, prisoner compartments, and other essential gear. Lehr Auto Electric is equipped to complete the outfitting process in approximately one month, significantly faster than the City Garage/Fleet Maintenance, which already has a full workload.
Outsourcing this task allows the vehicles to be deployed into service much sooner, supporting ongoing patrol operations and maintaining public safety staffing levels.
Staff recommends sole source procurement with Lehr for outfitting newly acquired police vehicles. The City of Ukiah has been using Lehr to upfit the Police Department’s patrol vehicles for the past several years, and they are completely familiarized with the required law enforcement specifications. Lehr has outfitted the majority of vehicles in the department’s patrol fleet, ensuring consistency in equipment configuration, functionality, officer training, and long-term maintenance. Their familiarity with UPD's fleet and departmental standards makes them uniquely qualified to continue this work. Utilizing a different vendor at this stage could result in inconsistencies in installation, potential equipment incompatibilities, increased training costs, and disruption to operational continuity.
Recommended Action: Notification of purchase of the outfitting of two Ukiah Police Department Ford Explorer Interceptors with required police equipment by Lehr Auto Electric for the amount of $44,832.90.
BUDGET AMENDMENT REQUIRED: No
CURRENT BUDGET AMOUNT: 10020210.80100.V4152: $22,416.45; 10020210.80100.V4156 $22,416.45 PROPOSED BUDGET AMOUNT: N/A
FINANCING SOURCE: Police Vehicle Equipment
REVENUE: Yes / No GRANT: Yes / No
PREVIOUS CONTRACT/PURCHASE ORDER NO.: 48873
COORDINATED WITH: Dave Kirch: Fleet & Facilities Manager
STRATEGIC PLAN (SP):
CLIMATE INITIATIVES (CI):
GENERAL PLAN ELEMENTS (GP):GP-A6 - Safety Element
Purchase Order
Purchase
Order #
THIS NUMBER MUST APPEAR ON ALL INVOICES,
PACKAGES AND SHIPPING PAPERS.
Fiscal Year
Vendor Phone Number Vendor Fax Number Buyer Date Ordered Date Required Delivery must be made within
doors of specified destination.
Item# Description/Part No. Qty UOM Unit Price Extended Price By
Purchasing Supervisor VENDOR COPY PO Total
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CITY OF UKIAH
ATTN: ACCOUNTS PAYABLE
300 SEMINARY AVENUE
UKIAH, CA 95482
Delivery Reference Freight Method/Terms Department/Location Sales Tax Rate Total Ext. Price $44,832.90
Total Sales Tax
Total Discount
Total Credit
Total Freight
$44,832.90
2026 Page 1 of 6
48873-00
LEHR AUTO ELECTRIC
9240 PROTOTYPE DR
RENO NV 89521
CITY OF UKIAH - CORPORATION YD
1320 AIRPORT ROAD
UKIAH CA 95482
916-646-6626 Myles Fisette 07/17/2025 11/01/2025
N30 POLICE DEPARTMENT 0.000
The Above Purchase Order Number Must Appear On
All Correspondence - Packing Sheets And Bills Of
Lading
1 BK2017ITU20 SETINA PB450L2 ALIMINUM PUSH
BUMPER
2.0 EACH $735.200 $1,470.40
10020210 - 80100 - V4152 $735.20
10020210 - 80100 - V4156 $735.20
2 SA315P WHELEN SIREN SPEAKER 100W 2.0 EACH $199.990 $399.98 10020210 - 80100 - V4152 $199.99
10020210 - 80100 - V4156 $199.99
3 SAK75D WHELEN SPEAKER BRACKET 2.0 EACH $31.800 $63.60 10020210 - 80100 - V4152 $31.80
10020210 - 80100 - V4156 $31.80
4 CHWLUNI WHELEN WECANX HOWLWER LOW
FREQUENCY SIREN AMPLIFIER
2.0 EACH $491.400 $982.80
10020210 - 80100 - V4152 $491.40
10020210 - 80100 - V4156 $491.40
5 HWLRB29K WHELEN RELPALCE HOWLER BRACKET 2.0 EACH $0.000 $0.00 10020210 - 80100 - V4152 $0.00
10020210 - 80100 - V4156 $0.00
6 CEM16 WHELEN CORE WCX 16 OUTPUT EXPANSION
MODULE
2.0 EACH $175.200 $350.40
10020210 - 80100 - V4152 $175.20
10020210 - 80100 - V4156 $175.20
7 LH-CORE-PIU LEHR CORE HARNESS 2.0 EACH $575.000 $1,150.00 10020210 - 80100 - V4152 $575.00
10020210 - 80100 - V4156 $575.00
8 FRONT END EQUIPMENT INSTALLATION 24.0 EACH $140.000 $3,360.00 10020210 - 80100 - V4152 $1,680.00
10020210 - 80100 - V4156 $1,680.00
9 SIDE EQUIPMENT
63B - SIDE MIRROR LIGHTS
INSTALLATION CHARGES
2.0 EACH $140.000 $280.00
10020210 - 80100 - V4152 $140.00
10020210 - 80100 - V4156 $140.00
Attachment 1
Purchase Order
Purchase
Order #
THIS NUMBER MUST APPEAR ON ALL INVOICES,
PACKAGES AND SHIPPING PAPERS.
Fiscal Year
Vendor Phone Number Vendor Fax Number Buyer Date Ordered Date Required Delivery must be made within
doors of specified destination.
Item# Description/Part No. Qty UOM Unit Price Extended Price By
Purchasing Supervisor VENDOR COPY PO Total
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CITY OF UKIAH
ATTN: ACCOUNTS PAYABLE
300 SEMINARY AVENUE
UKIAH, CA 95482
Delivery Reference Freight Method/Terms Department/Location Sales Tax Rate Total Ext. Price $44,832.90
Total Sales Tax
Total Discount
Total Credit
Total Freight
$44,832.90
2026 Page 2 of 6
48873-00
LEHR AUTO ELECTRIC
9240 PROTOTYPE DR
RENO NV 89521
CITY OF UKIAH - CORPORATION YD
1320 AIRPORT ROAD
UKIAH CA 95482
916-646-6626 07/17/2025 11/01/2025
N30 POLICE DEPARTMENT 0.000
10 EB8DEDE-LEHR WHELEN 48" LEGACY DUO WECANX
LED LIGHTBAR
2.0 EACH $2,335.000 $4,670.00
10020210 - 80100 - V4152 $2,335.00
10020210 - 80100 - V4156 $2,335.00
11 STPKT105 WHELEN LIGHTBAR STRAP 2.0 EACH $0.000 $0.00 10020210 - 80100 - V4152 $0.00
12 7008K82 90° ROOF TOP COMMUNICATIONS CABLE
PASS THROUGH
2.0 EACH $24.950 $49.90
10020210 - 80100 - V4152 $24.95
10020210 - 80100 - V4156 $24.95
13 7008K87 90° ROOF TOP POWER BACLE PASS
THROUGH
2.0 EACH $30.000 $60.00
10020210 - 80100 - V4152 $30.00
10020210 - 80100 - V4156 $30.00
14 NMO-K-DS 3/4" HOLD NMO STYLE MOUNT 4.0 EACH $29.640 $118.56 10020210 - 80100 - V4152 $59.28
10020210 - 80100 - V4156 $59.28
15 ROOF EQUIPMENT INSTALLATION CHARGES 7.0 EACH $140.000 $980.00 10020210 - 80100 - V4152 $490.00
10020210 - 80100 - V4156 $490.00
16 CC-UV20-L-18 TROY PRODUCTS 18" CONSOLE 2.0 EACH $450.750 $901.50 10020210 - 80100 - V4152 $450.75
10020210 - 80100 - V4156 $450.75
17 AC-INBHG TROY PRODUCTS INTERNAL DUAL
BEVERAGE HOLDER
2.0 EACH $48.000 $96.00
10020210 - 80100 - V4152 $48.00
10020210 - 80100 - V4156 $48.00
18 FP-WCENCOM-JD TROY PRODUCTS 4" FACE PLATE 2.0 EACH $37.500 $75.00 10020210 - 80100 - V4152 $37.50
10020210 - 80100 - V4156 $37.50
19 FP-MXTL5000TROY 3" FACE PLATE 2.0 EACH $37.500 $75.00 10020210 - 80100 - V4152 $37.50
10020210 - 80100 - V4156 $37.50
20 FP-BC350 TROY 3" FACE PLATE 2.0 EACH $37.500 $75.00
Purchase Order
Purchase
Order #
THIS NUMBER MUST APPEAR ON ALL INVOICES,
PACKAGES AND SHIPPING PAPERS.
Fiscal Year
Vendor Phone Number Vendor Fax Number Buyer Date Ordered Date Required Delivery must be made within
doors of specified destination.
Item# Description/Part No. Qty UOM Unit Price Extended Price By
Purchasing Supervisor VENDOR COPY PO Total
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CITY OF UKIAH
ATTN: ACCOUNTS PAYABLE
300 SEMINARY AVENUE
UKIAH, CA 95482
Delivery Reference Freight Method/Terms Department/Location Sales Tax Rate Total Ext. Price $44,832.90
Total Sales Tax
Total Discount
Total Credit
Total Freight
$44,832.90
2026 Page 3 of 6
48873-00
LEHR AUTO ELECTRIC
9240 PROTOTYPE DR
RENO NV 89521
CITY OF UKIAH - CORPORATION YD
1320 AIRPORT ROAD
UKIAH CA 95482
916-646-6626 07/17/2025 11/01/2025
N30 POLICE DEPARTMENT 0.000
10020210 - 80100 - V4152 $37.50
10020210 - 80100 - V4156 $37.50
21 FP-BLNK4 TROY 4" BLANK FILLER PLATE 2.0 EACH $18.750 $37.50 10020210 - 80100 - V4152 $18.75
10020210 - 80100 - V4156 $18.75
22 MMSU-1 MAG MIC MAGNETIC MIC KIT 2.0 EACH $39.950 $79.90 10020210 - 80100 - V4152 $39.95
10020210 - 80100 - V4156 $39.95
23 500-0001 WESTIN/HINT TABLET AND KEYBOARD
MOUNT-DOUBLE POST
INSTALL CS MOTOROLA XTL5000 RADIO
INSTALL CS BC350A SCANNER
INSTALL CS MODEM & CAMERA SYSTEM
2.0 EACH $786.600 $1,573.20
10020210 - 80100 - V4152 $786.60
10020210 - 80100 - V4156 $786.60
24 GK10342UHK SETINA DUAL T RAIL MOUNT 2.0 EACH $517.650 $1,035.30 10020210 - 80100 - V4152 $517.65
10020210 - 80100 - V4156 $517.65
25 DRIVERS COMPARTMENT EQIPMENT INSTALLATION
CHARGES
36.0 EACH $140.000 $5,040.00
10020210 - 80100 - V4152 $2,520.00
10020210 - 80100 - V4156 $2,520.00
26 PK1138ITU20TM SETINA 6XI COATED POLY
PARTITION
2.0 EACH $806.650 $1,613.30
10020210 - 80100 - V4152 $806.65
10020210 - 80100 - V4156 $806.65
27 QK0634ITU20 SETINA REPLACEMENT SEAT 2.0 EACH $866.150 $1,732.30 10020210 - 80100 - V4152 $866.15
10020210 - 80100 - V4156 $866.15
28 PK0123ITU202ND SETINA #12VS VIYNL COATED
EXPANDED METAL REAR PARTITION
2.0 EACH $543.150 $1,086.30
10020210 - 80100 - V4152 $543.15
10020210 - 80100 - V4156 $543.15
29 WK0514ITU20 SETINA WINDOW BARRIER 2.0 EACH $279.650 $559.30 10020210 - 80100 - V4152 $279.65
Purchase Order
Purchase
Order #
THIS NUMBER MUST APPEAR ON ALL INVOICES,
PACKAGES AND SHIPPING PAPERS.
Fiscal Year
Vendor Phone Number Vendor Fax Number Buyer Date Ordered Date Required Delivery must be made within
doors of specified destination.
Item# Description/Part No. Qty UOM Unit Price Extended Price By
Purchasing Supervisor VENDOR COPY PO Total
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CITY OF UKIAH
ATTN: ACCOUNTS PAYABLE
300 SEMINARY AVENUE
UKIAH, CA 95482
Delivery Reference Freight Method/Terms Department/Location Sales Tax Rate Total Ext. Price $44,832.90
Total Sales Tax
Total Discount
Total Credit
Total Freight
$44,832.90
2026 Page 4 of 6
48873-00
LEHR AUTO ELECTRIC
9240 PROTOTYPE DR
RENO NV 89521
CITY OF UKIAH - CORPORATION YD
1320 AIRPORT ROAD
UKIAH CA 95482
916-646-6626 07/17/2025 11/01/2025
N30 POLICE DEPARTMENT 0.000
10020210 - 80100 - V4156 $279.65
30 DK0598ITU20 SETINA ALUMINUM DOOR PANEL 2.0 EACH $203.150 $406.30 10020210 - 80100 - V4152 $203.15
10020210 - 80100 - V4156 $203.15
31 PRISONER COMPARTMENT EQUIPMENT
INSTALLATION CHARGES
15.0 EACH $140.000 $2,100.00
10020210 - 80100 - V4152 $1,050.00
10020210 - 80100 - V4156 $1,050.00
32 TK0248ITU20 SETINA REAR CARGO 2.0 EACH $1,750.150 $3,500.30 10020210 - 80100 - V4152 $1,750.15
10020210 - 80100 - V4156 $1,750.15
33 TPA9289 SETINA CARGO BOX RADIO TRAY 2.0 EACH $331.490 $662.98 10020210 - 80100 - V4152 $331.49
10020210 - 80100 - V4156 $331.49
34 C399 WHELEN CENCOM CORE WCX REMOTE SIREN
& CONTROL CENTER
2.0 EACH $1,109.000 $2,218.00
10020210 - 80100 - V4152 $1,109.00
10020210 - 80100 - V4156 $1,109.00
35 CCTL7 WHELEN CORE WCX 21 PUSH BUTTONS & 4
POSITION SLIDE CONTROL HEAD
2.0 EACH $0.000 $0.00
10020210 - 80100 - V4152 $0.00
10020210 - 80100 - V4156 $0.00
36 C399SP WHELEN SCANPORT KIT FOR C399 2.0 EACH $0.000 $0.00 10020210 - 80100 - V4152 $0.00
10020210 - 80100 - V4156 $0.00
37 BACK END EQUIPMENT INSTALLATION CHARGES 22.0 EACH $140.000 $3,080.00 10020210 - 80100 - V4152 $1,540.00
10020210 - 80100 - V4156 $1,540.00
38 INSTALL 2.0 EACH $441.000 $882.00
10020210 - 80100 - V4152 $441.00
10020210 - 80100 - V4156 $441.00
39 SHIPPING CHARGES 2.0 EACH $225.000 $450.00
10020210 - 80100 - V4152 $225.00
10020210 - 80100 - V4156 $225.00
Purchase Order
Purchase
Order #
THIS NUMBER MUST APPEAR ON ALL INVOICES,
PACKAGES AND SHIPPING PAPERS.
Fiscal Year
Vendor Phone Number Vendor Fax Number Buyer Date Ordered Date Required Delivery must be made within
doors of specified destination.
Item# Description/Part No. Qty UOM Unit Price Extended Price By
Purchasing Supervisor VENDOR COPY PO Total
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CITY OF UKIAH
ATTN: ACCOUNTS PAYABLE
300 SEMINARY AVENUE
UKIAH, CA 95482
Delivery Reference Freight Method/Terms Department/Location Sales Tax Rate Total Ext. Price $44,832.90
Total Sales Tax
Total Discount
Total Credit
Total Freight
$44,832.90
2026 Page 5 of 6
48873-00
LEHR AUTO ELECTRIC
9240 PROTOTYPE DR
RENO NV 89521
CITY OF UKIAH - CORPORATION YD
1320 AIRPORT ROAD
UKIAH CA 95482
916-646-6626 07/17/2025 11/01/2025
N30 POLICE DEPARTMENT 0.000
40 TAX 3618.1 EACH $1.000 $3,618.08
10020210 - 80100 - V4152 $1,809.04
10020210 - 80100 - V4156 $1,809.04
PER REQ E41261 PER QUOTE 53783
1 GENERALLY. These Terms and Conditions of
Sale (“Terms and Conditions”) apply to all purchases by City of Ukiah. (Referred to as “Buyer”). The supplier of goods and services under this transaction is herein
referred to as “Seller”. The goods or service purchased are referred to as the “Purchase.”
2. TERMS EXCLUSIVE. Buyer will order the goods or
services described herein only upon the terms and
conditions contained herein. Seller’s acceptance of this order shall occur either through commencement of
performance under this order or acknowledgment of this
order. By accepting this order, Seller waives all terms and conditions contained in its quotation, acknowledgment,
invoice or other documents which are different from or
additional to those contained herein and all such different or additional terms and conditions shall be null and void.
SELLER MAY NOT CHANGE MATERIAL OF
MANUFACTURE, SOURCES OF SUPPLY,
MANUFACTURING PROCESS OR LOCATION WITHOUT
THE PRIOR WRITTEN CONSENT OF BUYER.
3. INSPECTION. All goods shall be received subject
to Buyer’s inspection and rejection. Defective goods and goods otherwise not conforming to this order shall be held for Seller’s instruction and at Seller’s risk, and if Seller so directs, shall be returned at Seller’s expense. No defective goods shall be replaced without a new purchase order.
Payment by Buyer shall not be construed as an
acceptance of goods. Buyer may return to Seller any nondefective, excess goods within thirty (30) days of receiving them.
4. CHANGES. City may make changes within the
general scope of this order in drawings and specifications for specially manufactured supplies, place of delivery, method of shipment or packing of the order by giving notice to Seller and subsequently confirming such changes in
writing. If such changes affect the cost of or the time required for performance of this order, an equitable
adjustment in the price or delivery or both must be made.
No change by Seller is allowed without City’s written
approval. Any claim by Seller for an adjustment under this section must be made in writing within thirty (30) days from the date of receipt by Seller of notification of such change unless City waives this condition in writing. Nothing in this section excuses Seller from proceeding with performance of the order as changed.
5. TERMINATION. City may terminate this order at
any time, either verbally or in writing, with or without cause. Should termination occur, City will pay Seller as full performance until such termination the unit or pro rata order price for the performed and accepted portion of the Purchase. City may provide written notice of termination for Seller’s default if Seller refuses or fails to comply with this order. If Seller does not cure such failure within a reasonable time period, or fails to perform the Purchase within the time specified (or allowed by extension), Seller will be liable to City for any excess costs incurred by City.
6. TIME EXTENSION. Time is of the essence City
may extend the time for completion if, in City’s sole
determination, Seller was delayed because of causes
beyond Seller’s control and without Seller’s fault or
negligence. In the event delay was caused by City,
Seller’s sole remedy is limited to recovering money actually and necessarily expended by Seller because of the delay; there is no right to recover anticipated profit.
7. REMEDIES CUMULATIVE. City’s rights and
remedies under this order are not exclusive and are in
addition to any rights and remedies provided by law.
8. TITLE. Title to materials and supplies purchased
under this order pass directly from Seller to City upon City’s written acceptance following an actual inspection and City’s opportunity to reject.
9. PAYMENT. City will pay Seller after receiving
acceptable invoices for materials and supplies delivered and accepted or services rendered and accepted. City will not pay cartage, shipping, packaging or boxing expenses unless specified in this order.
10. INDEMNIFICATION. Seller agrees to indemnify
and hold harmless from and against any claim, action,
damages, costs (including, without limitation, attorney’s fees), injuries, or liability, arising out of the Purchase or the order, or their performance. Should City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of the Purchase or order, or their performance, Seller will defend City (at City’s request and with counsel
satisfactory to City) and indemnify City for any judgment rendered against it or any sums paid out in settlement or otherwise. For purposes of this section “City” includes City’s officers, elected officials, and employees. This paragraph 9 will survive termination of this order. The requirements as to the types and limits of insurance
coverage to be maintained by Seller, and any approval of such insurance by City, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by Seller pursuant to this order,
including, without limitation, to the provisions concerning indemnification.
11. WARRANTY. Seller agrees that the Purchase is
covered by the most favorable commercial warranties the Seller gives to any customer for the same or substantially similar supplies or services, or such other more favorable warranties as is specified in this order. Warranties will be effective notwithstanding any inspection or acceptance of the Purchase by City.
12. ASSIGNMENT. City may assign this order.
Except as to any payment due under this order, Seller may not assign or subcontract the order without City’s written approval. Should City give consent, it will not relieve Seller from any obligations under this order and any transferee or subcontractor will be considered Seller’s agent.
13. INSURANCE. Seller must provide the insurance
indicated on the face sheet of this order.
14. PERMITS. Seller must procure all necessary
permits and licenses, and abide by all federal, state, and local laws, for performing this order.
15. INDEPENDENT CONTRACTOR. City and Seller
agree that Seller will act as an independent contractor and will have control of all work and the manner in which it is performed. Seller will be free to contract for similar service to be performed for other employers while under contract with City. Seller is not an agent or employee of City and is not entitled to participate in any pension plan, insurance, bonus or similar benefits City provides for its employees.
Any provision in this order that may appear to give City the right to direct Seller as to the details of doing the work or to exercise a measure of control over the work means the
Seller will follow the direction of the City as to end results of the work only.
16. WAIVER. City’s review or acceptance of, or
payment for, work product prepared by Seller under this order will not be construed to operate as a waiver of any rights City may have under this Agreement or of any cause of action arising from Seller’s performance. A waiver by City of any breach of any term, covenant, or condition
contained in this order will not be deemed to be a waiver of any subsequent breach of the same or any other term,
covenant, or condition contained in this order, whether of the same or different character.
17. INTERPRETATION. This Agreement was drafted
in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Mendocino County.
Agenda Item No: 8.e.
MEETING DATE/TIME: 8/20/2025
ITEM NO: 2025-902
AGENDA SUMMARY REPORT
SUBJECT: Review Landfill Closure Financial Plan Update and Authorize the Filing of the Update.
DEPARTMENT: Finance PREPARED BY: Oliver MacDonald, Senior Accountant PRESENTER: Consent Calendar
ATTACHMENTS:
1. 2016-03 CC Reso - Establishing Funding Closure
2. 2025 Landfill Annual Inflation Factor Report - Signed Summary: The City Council will receive an update on the Financial Plan of 2016 to finance closure, postclosure, and a corrective action plan of the Ukiah Landfill.
Background: The City Council, at its regularly scheduled meeting of January 6, 2016, considered a strategy to provide funding for the ultimate closure, post closure, and Corrective Action Plan (CAP) reserve of the Ukiah Landfill. The strategy was memorialized in the City Council Resolution No. 2016-03 (Attachment 1). The Resolution directs the Finance Director to present to Council for consideration annually the condition of the financial plan, with any recommended adjustments.
Discussion: Costs to conduct closure, post-closure, and prepare a corrective action plan have been adjusted by an inflationary index provided by CalRecycle. For 2025, the estimated cost with an assumed inflationary adjustment of 2.4 percent from 2024 is $23,315,317, inclusive of $13,376,284 for closure, $8,755,239 for post closure maintenance, and $1,183,794 for corrective action costs. The change in cost is due to the annual inflation factor provided by CalRecycle. The Finance Department, in coordination with Public Works and the City Manager's Office, will have a financing strategy prepared to meet this obligation in full, using a combination of reserves, cash inflows from surcharges collected at the transfer station, and potential new debt financing. The plan is anticipated to be ready for consideration by the Council when the closure project has cleared all remaining regulatory/legal delays and is ready for RFP development.
Detail of the calculation and the breakdown by the various categories of closure are included in Attachment 2.
Recommended Action: Receive and file update to the Landfill Closure Financial Plan.
BUDGET AMENDMENT REQUIRED: No
CURRENT BUDGET AMOUNT: N/A
PROPOSED BUDGET AMOUNT: N/A
FINANCING SOURCE: N/A
PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A
COORDINATED WITH: Tim Eriksen, Public Works Director/City Engineer; Dan Buffalo, Finance Director STRATEGIC PLAN (SP):
CLIMATE INITIATIVES (CI):
GENERAL PLAN ELEMENTS (GP): GP-A5 - Environment and Sustainability Element
1 1
1 RESOLUTION NO. 2016- 03
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH ESTABLISHING
FINANCIAL MECHANISM FOR FUNDING CLOSURE, POST - CLOSURE MAINTENANCE,
AND CORRECTIVE ACTION PLAN FOR CITY OF UKIAH SOLID WASTE DISPOSAL SITE WHEREAS:
1. The City of Ukiah solid waste disposal site ( "Landfill ") located at 3100 Vichy Springs Road, Mendocino County Assessor Parcel No. 178- 130 -01), consisting of a landfill footprint of approximately 40 acres, ceased operations and accepting solid waste in September 2001; and
2. Since September 2001, the City has maintained the Landfill, including monitoring wells surrounding the perimeter of the property and a leachate collection system that captures and disposes of leachate through the City' s sewer system; and
3. Under applicable provisions of the California Public Resources Code and in Title 27 of the California Code of Regulations ( "CCR "), the City is required to adopt a plan for the closure, post - closure maintenance, and corrective actions required for the Landfill; and
4. Pursuant to 27 CCR 21180( a), the City must provide post - closure maintenance and a corrective action plan reserve ( "CAP ") for a thirty -year period after closure; and
5. The cash collected by the City to provide for Closure, Post - Closure Maintenance, and the CAP reserve are reflected in the City' s financial statements as a net position of the disposal site proprietary fund; and
6. The City is scheduled to complete the closure of the landfill ( "Closure ") in accordance with its approved closure plan in 2016; and
7. Recently, new and more costly regulatory requirements relating to Closure have been imposed by the California state agencies with jurisdiction over the Closure. These additional requirements, including installation of a methane gas collection system, would have been imposed, even if the Closure had occurred prior to the imposition of these new requirements; and
8. The most recent engineer's estimates for Closure, including the gas collection system and other additional requirements, indicate that the net proprietary fund for the Landfill is not sufficient to cover all of the costs of Closure, Post - Closure Maintenance, and to establish a CAP reserve; and
9. The City must provide the funding for Closure, Post - Closure Maintenance, and the CAP reserve; and
10. On January 1, 2017, pursuant to the Amended and Restated Transfer Station Agreement Transfer Station Agreement ") between the City of Ukiah and Solid Waste Systems, Inc.
SWS "), dated December 12, 2011, the City is entitled to acquire legal title to the Transfer Station (Transfer Station) located at 3151 Taylor Drive, Ukiah, California, and the City and SWS are obligated to enter a lease under which SWS will continue to operate the transfer station and pay rent ( "Transfer Station Rent ") to the City for the use of the Transfer Station; and 1 Attachment 1
10. Dedicating Transfer Station Rent to fund Closure, Post - Closure Maintenance, and the Cap Reserve as further provided herein will provide a source of revenue to fund those obligations which exceed the disposal site proprietary fund; and
11. Commencing on January 1, 2012, the City adopted a City Surcharge on the Gate Fee at the Transfer Station ( " Surcharge ") to provide a source of revenue in the Landfill /Solid Waste Enterprise Fund for Closure and Post - Closure Maintenance, and the CAP reserve. The Surcharge is currently $ 2. 00 per ton of Solid Waste received at the Transfer Station. The Surcharge is collected by SWS and remitted to the City, where it is recorded as revenue in the Landfill /Solid Waste Enterprise Fund as Closure and Post - Closure Reserve; and
12. Committing the Surcharge at its current level or any future level approved by the City Council will stabilize the Landfill /Solid Waste Enterprise Fund, provide a dedicated source of revenue to comply with the City' s Closure and Post - Closure Maintenance costs, and the establishment and replenishment of the Cap Reserve; and
13. The combination of the disposal site proprietary fund, Transfer Station Rent, and the Surcharge will provide adequate funding for City' s Closure and Post - Closure Maintenance costs, and the establishment and replenishment of the Cap Reserve, provided however, that an increase in the Surcharge may be necessary once the final Closure costs and the method of financing the City' s obligations is determined;
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Ukiah as follows:
1. Transfer Station Rent is hereby committed to any unfunded Closure costs, Post - Closure Maintenance costs, and the establishment and replenishment of the CAP reserve.
2. There is hereby established a Transfer Station Rents Special Revenue Fund ( Special Revenue Fund) for all Transfer Station Rent revenue which fund is established and dedicated to pay for any Closure costs, Post - Closure Maintenance costs, and the establishment and replenishment of the CAP reserve.
3. Revenue recorded in the Special Reserve Fund shall be given first preference over other revenue sources, other than grants, in funding Closure and Post - Closure Maintenance expenses and CAP reserve requirements that are not funded by the disposal site proprietary fund.
4. Any Closure and Post - Closure Maintenance expenses and CAP reserve requirements not funded by grants, the disposal site proprietary fund, and the Special Revenue Fund shall be funded by the Surcharge.
5. The City Finance Director is hereby directed to prepare for City Council the approval a Financial Plan ( Plan) to extinguish in fifteen years the estimated unfunded Closure and thirty - year Post - Closure Maintenance costs, and the CAP reserve requirements, and present the Surcharge to be applied to the Transfer Station Gate Fee commencing on January 1, 2017. The revised Surcharge shall be submitted to the City Council for approval no later than October 2016. Thereafter, in September of each year, the City Finance Director shall prepare an update of the Plan to fund Closure, Post - Closure Maintenance, and CAP requirements. Any recommended increase or decrease in the Surcharge resulting from the annual update of the Plan shall be presented to the City Council for approval in October, and if approved, will be applied to the Transfer Station Gate Fee immediately following January 1st. 2 1
1 1
Attachment 1
1 1
1 PASSED AND ADOPTED this 6th day of January 2016, by the following roll call vote:
AYES: Councilmember Crane, Mulheren, Doble, Brown, and Scalmanini.
NOES: None
ABSTAIN: None
ABSENT: None
ATTEST:
Kristine Lawler, City Clerk
Stephen G. Scalmanini, Mayor
Attachment 1
Attachment 2
Agenda Item No: 8.f.
MEETING DATE/TIME: 8/20/2025
ITEM NO: 2025-899
AGENDA SUMMARY REPORT
SUBJECT: Approval of Contract with EBA Engineers for Landfill Closure Consulting and Engineering Services in the Amount of $250,000.
DEPARTMENT: Public Works PREPARED BY: Seth Strader, Administrative Analyst, Jason Benson, Senior Civil Engineer
PRESENTER: Tim Eriksen, Director of Public Works/City
Engineer
ATTACHMENTS:
1. Ukiah LF - General Services Proposal 07.07.25
Summary: Council will consider approval of contract with EBA Engineers for Landfill Closure Consulting and Engineering Services in the amount of $250,000.
Background: The Ukiah Landfill has been under regulatory oversight for final closure since waste acceptance ceased in 2001. Over the years, closure progress has been delayed by complex regulatory requirements, agency coordination, and litigation.
On January 30, 2025, the LEA issued the Fifth Amendment of Notice and Order, establishing a detailed compliance schedule with deadlines for monthly regulatory meetings, landfill gas monitoring, excessive gas remediation, permit applications, and final closure construction. Missing these deadlines could result in administrative penalties or judicial penalties.
EBA Engineering has been the City’s technical consultant for the landfill since 2002, preparing closure plans, supporting environmental review, coordinating with multiple agencies, and responding to evolving regulatory requirements. Following the conclusion of litigation in late 2024, the City resumed closure activities and began implementing the Fifth Amendment requirements.
Discussion: EBA’s July 7, 2025, proposal (Attachment 1) outlines services to address critical tasks in the Fifth Amendment, including:
• Updating closure and landfill gas collection system designs; • Coordinating with the Northcoast Regional Water Quality Control Board (NCRWQCB) for Waste Discharge Requirements;
• Preparing permit review applications;
• Supporting contractor bidding and permitting for the flare and gas system; • Participating in monthly agency coordination meetings.
Some Fifth Amendment items, such as the excessive gas remediation work plan and five-year permit review package, have already been completed. Other items—such as ongoing monitoring, remediation, and construction-phase activities—will require future actions to ensure full compliance. Implementation of the Excessive Gas Remediation Work Plan and certain landfill gas monitoring activities are not included in the
$250,000 proposal and may require separate Council authorization if mandated by regulatory agencies.
Approval of this agreement will allow the City to maintain momentum toward closure, meet mandated compliance deadlines, and reduce the risk of significant penalties. The proposed budget includes approximately $76,000 in services already performed since April 2025 and provides for continued engineering, permitting, and coordination services through the next project phase.
Staff recommends Council approve a contract with EBA Engineering in the amount of $250,000 for professional services to support compliance with the Fifth Amendment of Notice and Order for the Ukiah Landfill Closure.
Recommended Action: Approve contract with EBA Engineering in the amount of $250,000 for professional services to support compliance with the Fifth Amendment of Notice and Order for the Ukiah Landfill Closure.
BUDGET AMENDMENT REQUIRED: N/A
CURRENT BUDGET AMOUNT: 70024500.52100 $250,000
PROPOSED BUDGET AMOUNT: N/A
FINANCING SOURCE: N/A
REVENUE: No GRANT: No
PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A
COORDINATED WITH:
STRATEGIC PLAN (SP):
CLIMATE INITIATIVES (CI):
GENERAL PLAN ELEMENTS (GP):
825 Sonoma Avenue, Suite C Santa Rosa, California 95404 (707)544-0748 FAX (707)544-0866 www.ebagroup.com
July 7, 2025
Mr. Tim Eriksen
Public Works Director
City of Ukiah (City)
300 Seminary Avenue
Ukiah, CA 95482-5400
RE: GENERAL SERVICES PROPOSAL FOR LANDFILL CLOSURE
CITY OF UKIAH LANDFILL, MENDOCINO COUNTY, CALIFORNIA
EBA JOB No. 02-907
Dear Mr. Eriksen:
This Proposal has been prepared to provide the information needed for the City to generate a general services agreement for engineering services related to the design and permitting for closure of the City of Ukiah Landfill (Landfill). Whereas closure documents for the Landfill were previously prepared and approved in 2019, implementation of the closure project was subsequently postponed due to a lawsuit filed by Russian Riverkeeper et al. on the basis of California Environmental Quality Act (CEQA) related issues. This matter has since been litigated in favor of the City, thereby providing the pathway for moving forward with the project. In this regard, the City engaged with EBA Engineering (EBA) in April 2025 to assist them in navigating the various regulatory requests that subsequently came forth once the legal process was completed. The services provided to date by EBA have included the following:
Attendance and participation in meetings with the City and multiple regulatory agencies, including the local enforcement agency (LEA), CalRecycle, Mendocino County Air Quality Management District (MCAQMD), California Air Resources Board (CARB), and North Coast Regional Water Quality Control Board (NCRWQCB).
Implementation of a preliminary closure assessment to evaluate the efficacy of the NCRWQCB’s inquiry about utilizing an alternative final cover system design for the Landfill in lieu of the previously proposed and approved Closure Turf design.
Ukiah LF - General Services Proposal 07.07.25 2
Coordination and performance of an aerial topographic survey of the Landfill to obtain a current “snapshot” of the site topography for subsequent use in making adjustments, as necessary, to the previous 2019 design grades. Preparation of an Excessive Gas Remediation Work Plan as requested by the LEA to address excessive subsurface methane concentrations along a segment of the Landfill’s perimeter footprint (i.e., area of GAS-4).
Preparation of a 5-year permit review application package as requested by the LEA.
Preparation of an implementation status letter summarizing the status of various action items mandated by the LEA in their Fifth Amendment of Notice and Order 2013-01 dated January 30, 2025.
Preparation of updated closure and postclosure maintenance cost estimates for the Landfill to reflect current dollars as requested by CalRecycle. Preparation of a landfill gas (LFG) collection system letter for submittal to the MCAQMD and CARB to outline the various logistical considerations, constraints, and costs that would be confronted if they require the LFG collection system be installed before and separate from the final cover system construction project. Coordination, implementation, and reporting of a Landfill surface emissions monitoring event as requested by the MCAQMD and CARB.
The aforementioned services, which has totaled approximately $76,000 as of June 30, 2025, were performed with the understanding that the corresponding costs would be covered under a general services agreement to be executed by the City. In this regard, the City has since expressed the desire to combine the above services with future services related to finalizing the design and permitting aspects of the project. Based on the information available to date, the scope of the future design and permitting services may include the following:
A site visit with the Closure Turf manufacturer (WatershedGeo) and City to assess existing site conditions and discuss any potential design modifications based on observations and/or installation improvements.
A meeting with WatershedGeo, City, and NCRWQCB to answer any questions and concerns with the intent of obtaining the NCRWQCB’s commitment to move forward with the preparation of closure Waste Discharge Requirements (WDRs). Minor field surveying to field check discrepancies between the 2019 topographic survey and recent topographic survey.
Ukiah LF - General Services Proposal 07.07.25 3
Update the previous design construction drawings to account for changes in grade conditions and any improvements recommended by WatershedGeo. Update the LFG collection system design to account for changes in grade conditions.
Collect subsurface gas samples using the existing leachate wells LW-1 and LW-2 to establish current primary gas concentrations (i.e., methane, carbon dioxide, and oxygen). In addition, revisit the methane generation rate calculations to determine expected LFG flow rates. This data and information will be used to update the flare specifications, as necessary.
Assist the City in implementing the flare bid process, including the assessment of received bids and selecting a flare manufacturer.
Implement the Authority to Construct permit process for the flare and LFG collection system through the MCAQMD.
Implement the 401, 404, and 1602 State and Federal streambed alteration permitting processes.
Update the Landfill’s water corrective action cost estimate for financial assurance purposes as requested by the NCRWQCB.
Respond to comments from the NCRWQCB, as necessary, as they proceed through their approval process and closure WDR preparation. Participate in monthly regulatory meetings, as necessary.
Based on the above described services, as well as the costs incurred to date (approximately $76,000), EBA recommends that the budget for the new general services agreement be $250,000. This cost includes a 15 percent contingency to account for the level of uncertainty and fluid nature of the regulatory environment and their associated requests. Please note that the $250,000 budget as recommended above does not represent a “not to exceed” cost as there are too many variables in play at this time to confidently develop a well-defined work scope. Instead, it should be viewed as a preliminary estimate for budgetary purposes.
Please note that the above services assume that the LFG collection system will be installed in unison with the final cover system. In the event the regulatory agencies mandate that the LFG collection system be installed in advance of the final cover system, a separate proposal will be necessary to accommodate such a provision. Also not included herein is the cost to implement corrective action provisions outlined in the Excessive Gas Remediation Work Plan, which entail isotope sampling and testing of GAS-4, and the possible installation of a new perimeter LFG extraction well. The preliminary cost estimate for these provisions is approximately $60,000, assuming both
Ukiah LF - General Services Proposal 07.07.25 4
provisions were to be implemented. That being said, if the regulatory agencies were to mandate separate installation of the LFG collection system, a reasonable argument could be made to forego the isotope/ new perimeter LFG extraction well provisions.
EBA appreciates the opportunity to provide the City with this Proposal. If you should have any questions or would like to discuss further, please do not hesitate to contact our office at (707) 544-0784.
Regards,
EBA ENGINEERING
Mike Delmanowski, P.G., C.E.G., C.Hg.
Senior Hydrogeologist
Agenda Item No: 8.g.
MEETING DATE/TIME: 8/20/2025
ITEM NO: 2025-901
AGENDA SUMMARY REPORT
SUBJECT: Consideration of Approval of Reclassification of the Chief Resilience Officer Position within the Community Development Department; and Approval of Corresponding Budget Amendment.
DEPARTMENT: Community
Development PREPARED BY: Craig Schlatter, Community Development Director PRESENTER: Consent Calendar
ATTACHMENTS:
1. Chief Resilience Officer Job Description Aug 2025
2. Management Unit Salary Schedule_rev 8.2025
Summary: Council will consider approving a reclassification of the Chief Resilience Officer position within the Community Development Department. Council will also consider approval of a corresponding budget amendment.
Background: As part of the overall routine maintenance of the classification and compensation schedules for the City of Ukiah, the Human Resources Department is responsible for evaluating classifications, developing new classifications (including appropriate salary levels), examining salary grade adjustments, and making recommendations for additions, modifications, and/or corrections to classifications and Memoranda of Understanding.
Discussion: In early 2024, due to the securing of a California Office of Emergency Services (CalOES) JumpStart Program grant, the City recruited for a newly created Chief Resilience Officer position. The Chief Resilience Officer (CRO), a Management Analyst II position in Series 2659 of the Management Unit, was primarily to be responsible for developing and implementing a comprehensive local resilience strategy and program, as well as completing a series of deliverables outlined within the CalOES grant, including, but not limited to, a Community Resilience Plan, Wildfire Protection Plan, comprehensive Hazard Mitigation Act project list, and collaborating with Mendocino County to complete the Multi-Jurisdictional Hazard Mitigation Plan. This work plus the CRO position was to be 100% funded by the awarded CalOES grant.
The Chief Resilience Officer position was filled in April 2024 and initially assigned to the City Manager's Office, reporting to the Deputy City Manager. In July 2024, due to realized alignment between General Plan implementation programs and the job responsibilities of the CRO, the CRO position and Climate Adaptation and Resilience Division were re-assigned to the Community Development Department, with the CRO reporting to the Community Development Director. Since this re-assignment, the scope of authority and number of major climate adaptation and resilience programs has expanded for the Chief Resilience Officer, including an assignment as principal lead of the Climate Action Plan, coordinator of the SB 1383 monitoring program, and General Manager of the Ukiah Valley Basin Groundwater Sustainability Agency. In addition to increasing the scope and diversity of climate adaptation and resilience services the City provides, the new assignments have brought in additional sources of revenue for the City.
In January 2025, the City was awarded nearly $1.4 million in grant funds from the California Department of Forestry and Fire Protection (CAL FIRE), for the City of Ukiah Climate Resilience Forests Project. Although the fate of this grant award was initially unclear due to the grant allocation being derived from the Inflation
Reduction Act, on July 10, 2025, Staff received notification from CAL FIRE that the grant would be funded and could proceed. The CAL FIRE grant funds both the purchase of trees/vegetation and materials for the planting of the trees plus the filling of three positions to complete this work: a program coordinator position (Urban Forest Manager) and two urban forest technicians. The Urban Forest Manager will report to the Chief Resilience Officer, who along with the Climate Resilient Forest Grant Implementation Team will lead this effort.
The urban forest technicians will report to the Urban Forest Manager.
To reflect the expansion of services and scope of authority exercised by the Chief Resilience Officer, as well as the new direct supervisory and budgetary responsibilities of this position, Staff is recommending Council reclassify this position. This reclassification includes recommended amendments to the existing job description and an increase of salary to that of the Planning Manager series, 2621. The proposed new job description for the Chief Resilience Officer is contained in Attachment 1.
Staff is also recommending Council approve a budget amendment for an increase of $16,000. This increase reflects filling the reclassified position at Step 4, the top step, of the Management Unit Salary Schedule (Attachment 2). Due to new and expanded funding already awarded due to the performance of the CRO, this reclassification will result in no net cost to the City.
Staff recommends Council approve the reclassification of the Chief Resilience Officer position within the Community Development Department, and approve the corresponding budget amendment.
Recommended Action: Approve reclassification of the Chief Resilience Officer position within the Community Development Department; and approve corresponding budget amendment.
BUDGET AMENDMENT REQUIRED: Yes
CURRENT BUDGET AMOUNT: Personnel object codes in org 10023800: $267,408 PROPOSED BUDGET AMOUNT: Personnel object codes in org 10023800: $283,408 FINANCING SOURCE: JumpStart Program grant
REVENUE: Yes / No GRANT: Yes / No N/A
PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A
COORDINATED WITH: Sheri Mannion, Human Resources/Risk Management Director STRATEGIC PLAN (SP): N/A
CLIMATE INITIATIVES (CI): N/A
GENERAL PLAN ELEMENTS (GP): N/A
300 Seminary Avenue • Ukiah • CA • 95482-5400
Phone: (707)463-6200 · Fax: (707)463-6204 ·www.cityofukiah.com
COMMUNITY DEVELOPMENT / CHIEF RESILIENCE OFFICER
(Exempt, Management Position)
DEFINITION
Under general supervision of the Director of Community Development, organize, plan, coordinate, and manage the activities of the Climate Adaptation and Resilience Division, including the preparation of the Division budget and supervision of assigned staff; develop and implement a comprehensive local resilience strategy and program; execute goals to increase the City’s planning, response, and resilience capacity; develop and implement outreach to achieve resilience goals; conduct analysis on existing planning documents, future trends, and hazards to drive resilience efforts; develop and implement a plan to improve the City’s ability to integrate shared goals and objectives of the City of Ukiah’s 2040 General Plan, Climate Emergency Initiatives, Council’s Strategic Plan, and the City’s Hazard Mitigation Plan; source, secure and manage grant funding and other federal and state funding programs from granting agencies in support of various City projects and programs; and perform related duties as assigned.
DISTINGUISHING CHARACTERISTICS
This is a Management level classification responsible for operation of the Climate Adaptation and Resilience Division and performance of a broad range of program, planning, and grants management activities. The duties performed require considerable discretion and latitude of judgment in the administration and implementation of program, planning, and grants activities, including development of strategy, policy and programs across the City and sourcing and managing grant funding to achieve resilience goals. The incumbent may exercise lead direction to Departmental and other City staff on related program, planning, and grants activities.
DUTIES AND RESPONSIBILITIES
These examples are intended only as illustrations of the various types of work performed. The examples of work performed are neither restricted to nor all-encompassing of the duties to be performed under this job title.
Oversees major climate adaptation and resilience-related projects, grants, and/or functional specialization areas, as assigned.
Supervises assigned staff for Division, as well as related subordinate staff for climate adaptation and resilience-related projects, grants, and/or functional specialization areas. Analyzes, develops, implements, and reconciles formal City-wide planning documents, community resilience goals, policies, documents, and strategic plans that reduce long-term disaster impacts and improve the City’s resilience.
Researches, analyses, identifies, applies for, and manages grant funding resources to ensure the long-term sustainability of the Community Resilience Plan’s goals and objectives, including identifying and applying for grants to fund the Chief Resilience Officer position and related programs currently funded through a five-year grant.
Assesses and identifies community needs and opportunities and develops strategic initiatives. Improves local capacity to mitigate, respond to, and recover from disasters and improve resilience.
Processes regulatory documentation, responds to inquiries from internal and external sources, and presents written and oral reports on administrative and policy subjects.
ATTACHMENT 1
Creates a comprehensive marketing, communication and social media strategy to disseminate public information in order to increase visibility and resilience support. Collaborates, engages and coordinates meetings with City officials and department heads, community groups, businesses and stakeholders, academic institutions and other Local Tribal, State, Federal and specialized agencies regarding ongoing resilience initiatives and preparedness planning.
Plans, develops, monitors and reports on progress toward key resilience milestones. Updates databases and tracking systems related to the Department. Makes presentations to executive staff and the City Council. Respects the value of diversity in the workplace and the community. Maintains confidentiality and integrity.
Operates in a political environment while remaining apolitical.
Knowledge of:
Principles and practices of public administration in a Council-Manager form of government. Budgeting, with ability to read and analyze a variety of budgets and financial reports. Principles and practices of public relations and public information, program development and administrations, and public/private negotiations.
Organization and management practices as applied to the analysis and evaluation of programs, policies, and operational needs.
Research techniques and methods of report presentation. Microsoft Word, Excel, PowerPoint and Publisher.
Exceptional customer service standards.
Principles and practices of federal and state grants administration and planning. Applicable federal, state, and local legislation and grant regulations and requirements.
Ability to:
Effectively represent the City with individual citizens, community groups, and other governmental agencies.
Establish and maintain effective and cooperative working relationships. Communicate and present ideas clearly and concisely with excellent grammar, both orally and in writing.
Properly interpret and make decisions in accordance with laws, regulations, and policies. Evaluate extensive data effectively and objectively, and prepare oral and written reports, planning documents, and recommendations clearly, logically, and concisely. Apply critical thinking to analyze funding needs/ and identify appropriate funding sources. Perform a wide variety of duties and responsibilities with accuracy and speed under the pressure of time-sensitive deadlines.
Exercise integrity, ingenuity, confidentiality and creativity in the performance of assigned tasks Organize work, set priorities, meet critical deadlines and follow up on assignments with a minimum of direction.
Develop, manage and maintain actions plans and supporting programs and projects and associated grants and budgetary and financial management requirements. Provide advice and consultation to the City management on the development of ordinances, regulations, programs, plans, and policies.
Relate and work effectively with communities/population from diverse cultural, economic and ethnic backgrounds.
Respond to abrupt changes in priorities.
Work flexible hours when necessary.
Education and Experience:
Any combination equivalent to experience and education that could likely provide the required knowledge and abilities would be qualifying. A typical way to obtain these qualifications would be through courses leading to a bachelor’s or master’s degree from an accredited college or university in business administration, public administration or a related field; and two years of increasingly responsible administration and/or program management experience, preferably in public sector.
Language Skills
English (read, write, and the use of proper grammar).
Spanish bilingual preferred.
Necessary Special Requirement:
Possession of a valid Class C California Driver License.
Management Unit
Salary Schedule
Effective September 29, 2024
Grade Classification Step 0 Step 1 Step 2 Step 3 Step 4 2570 Assistant Electric Utility Director Annual $ 180,810.84 $ 189,851.40 $ 199,344.00 $ 209,311.20 $ 219,776.76 Monthly $ 15,067.57 $ 15,820.95 $ 16,612.00 $ 17,442.60 $ 18,314.73 Hourly $ 86.93 $ 91.27 $ 95.84 $ 100.63 $ 105.66
2594 Electric Superintendent Annual $ 168,657.64 $ 177,090.48 $ 185,945.04 $ 195,242.28 $ 205,004.40 Monthly $ 14,054.80 $ 14,757.54 $ 15,495.42 $ 16,270.19 $ 17,083.70 Hourly $ 81.09 $ 85.14 $ 89.40 $ 93.87 $ 98.56
2582 Assistant Finance Director Annual $ 137,421.87 $ 144,292.92 $ 151,507.56 $ 159,082.92 $ 167,037.12 2571 Senior Power Engineer Monthly $ 11,451.82 $ 12,024.41 $ 12,625.63 $ 13,256.91 $ 13,919.76 2576 Deputy Director of Water Resources Hourly $ 66.07 $ 69.37 $ 72.84 $ 76.48 $ 80.31 2574 Chief Building Official Annual $ 115,560.78 $ 121,338.84 $ 127,405.80 $ 133,776.12 $ 140,464.92 2575 Chief Planning Manager Monthly $ 9,630.07 $ 10,111.57 $ 10,617.15 $ 11,148.01 $ 11,705.41 2589 Senior Civil Engineer Hourly $ 55.56 $ 58.34 $ 61.25 $ 64.32 $ 67.53 2595 Information Technology Manager
2637 City Clerk
2671 Airport Manager
2674 Fleet & Facilities Maintenance Manager
2580 Power Engineer Annual $ 102,642.06 $ 107,774.16 $ 113,162.88 $ 118,821.00 $ 124,762.08 2593 Community Services Supervisor Monthly $ 8,553.50 $ 8,981.18 $ 9,430.24 $ 9,901.75 $ 10,396.84 2601 Financial Services Manager Hourly $ 49.35 $ 51.81 $ 54.41 $ 57.13 $ 59.98 2592 Controller
2622 Housing & Grants Manager
2572 Senior Electric Rate and Resource Analyst
2591 Senior Management Analyst
2620 Associate Engineer Annual $ 95,033.50 $ 99,785.16 $ 104,774.40 $ 110,013.12 $ 115,513.80 2689 Billing & Customer Services Manager Monthly $ 7,919.46 $ 8,315.43 $ 8,731.20 $ 9,167.76 $ 9,626.15 2623 Chief Resilience Officer Hourly $ 45.69 $ 47.97 $ 50.37 $ 52.89 $ 55.54 2625 Parks & Streets Operations Superintendent
2731 Payroll Administrator
2621 Planning Manager
2623 Planning Manager - Cartographer
2624 Project and Grants Administrator
2725 Purchasing Manager
2588 Senior Information Technology Specialist
2596 Wastewater Treatment Plant Supervisor
2598 Water Treatment Plant Supervisor
2600 Water & Sewer Distribution Supervisor
2680 Building Maintenance Supervisor Annual $ 83,130.42 $ 87,286.92 $ 91,651.32 $ 96,233.88 $ 101,045.52 2602 Electric Rate and Resource Analyst II Monthly $ 6,927.53 $ 7,273.91 $ 7,637.61 $ 8,019.49 $ 8,420.46 2659 Management Analyst II Hourly $ 39.97 $ 41.96 $ 44.06 $ 46.27 $ 48.58 2684 Museum Director
2681 Recreation Supervisor
2687 Senior Accountant
2716 Senior Building Inspector
2717 Urban Forest Manager
2710 Associate Accountant Annual $ 72,865.50 $ 76,508.76 $ 80,334.24 $ 84,351.00 $ 88,568.52 2735 Associate Planner Monthly $ 6,072.13 $ 6,375.73 $ 6,694.52 $ 7,029.25 $ 7,380.71 2708 Associate Planner - GIS Analyst Hourly $ 35.03 $ 36.78 $ 38.62 $ 40.55 $ 42.58 2709 Assistant Billing & Collections Manager
2711 Electric Rate and Resource Analyst I
2715 Management Analyst I
Council Approved 10/2/2024; revised 11/6/24 and 8/20/25 with Council Approval ATTACHMENT 2
Agenda Item No: 8.h.
MEETING DATE/TIME: 8/20/2025
ITEM NO: 2025-903
AGENDA SUMMARY REPORT
SUBJECT: Consideration of Adoption of Resolution Reappointing David Lieberman to the Diversity and Equity Standing Committee.
DEPARTMENT: City Clerk PREPARED BY: Araceli Sandoval, Deputy City Clerk PRESENTER: Consent Calendar
ATTACHMENTS:
1. Resolution 2024-09
2. Resolution 2025-39
3. David Lieberman DEI Application
4. Proposed Resolution
5. 8h Correspondence Received - David Lieberman
6. 8h Correspondence Received - Traci Boyl
Summary: Council will consider adopting a resolution to reappoint David Lieberman to the Diversity and Equity Standing Committee.
Background: The structure of the Diversity and Equity Standing Committee is designed to ensure optimal representation from the diverse demographic groups represented in the population of the City of Ukiah and the larger community living and working in the Ukiah Valley. The Standing Committee consists of seven (7) members. The members consist of two members of the City Council and five members of the city of Ukiah or the Ukiah Valley, including Redwood and Potter Valleys who serve or represent: individuals and families who are low income, persons with physical or mental disabilities, persons from the LGBTQ+ community, members of Native American tribes and communities in Mendocino County, members of the Hispanic/Latino community, persons of color, people whose primary language is not English, youth ages 21 and younger, and seniors 65 years and older. Appointments are made per Resolution 2024-09 (Attachment 1). Resolution 2025-39 (Attachment 2) amended the number of committee members from eleven (11) to seven (7), with all other provisions remaining unchanged.
Discussion: The Diversity and Equity Standing Committee currently has one position open that may represent one of the following demographic groups: youth 21 years and younger, persons whose primary language is not English, persons from the Hispanic/Latino community, or seniors 65 years or older. The position has been noticed since July 21st due to the term expiration of David Lieberman. Mr. Lieberman, who previously served in the role, has submitted an application for reappointment to continue representing the demographic category of seniors 65 years or older. No other applications have been received, and staff has reviewed Mr. Lieberman’s application (Attachment 3) and determined that he meets the requirements for the position.
Staff recommends adopting the resolution (Attachment 4) reappointing David Lieberman to the seniors 65 years or older community representative position on the Diversity and Equity Standing Committee. David Lieberman is scheduled to attend the meeting through the Consent Calendar; if the Council wishes to question the applicant this item can be pulled and preferably heard directly after the Consent Calendar.
Recommended Action: Adopt Resolution reappointing David Lieberman to the Diversity and Equity Standing Committee.
BUDGET AMENDMENT REQUIRED: N/A
CURRENT BUDGET AMOUNT: N/A
PROPOSED BUDGET AMOUNT: N/A
FINANCING SOURCE: N/A
REVENUE: N/A GRANT: N/A
PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A
COORDINATED WITH: Traci Boyl, Sr. Management Analyst to the City Manager's Office STRATEGIC PLAN (SP): SP 3C - Instill diversity, equity, and inclusion as essential core elements of policymaking, accountability, and delivery of City services.
CLIMATE INITIATIVES (CI): N/A
GENERAL PLAN ELEMENTS (GP): N/A
RESOLUTION NO. 2024- 09
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH MODIFYING THE DIVERSITY
AND EQUITY STANDING COMMITTEE
WHEREAS:
1. The population of the City of Ukiah and the larger community living in the Ukiah Valley who work and shop in the City of Ukiah consist of a diversity of demographic groups, including individuals and families who are low income, persons with physical or mental disabilities, persons from the LGBTQ+ community, members of Native American tribes and communities in Mendocino County, members of the Hispanic/ Latino community, persons of color, people whose primary language is not English, youth 21 years and younger, and seniors 65 years and older; and
2. These different demographic groups face unique barriers to accessing employment and municipal services and have different needs affecting their receipt of municipal services than the general population; and
3. Other demographic groups exist in this area which are not specifically identified in this resolution, but the identified groups are believed to be the most substantial of such groups; and
4. If other such groups are identified as significant as a result of the Committee' s work or otherwise, the membership of the Committee can be expanded to include them in the future; and
5. The City has established a standing committee of the City Council, known as the Diversity and Equity Standing Committee, which is an advisory body reporting to the City Council and to the City Manager and City Department Heads, as a means to adopt written objectives to improve diversity and equity in the City' s workforce and in the provision of municipal services; develop a written Action Plan to achieve those objectives; implement and oversee the Action Plan; provide an annual review and update to the City Council on the Committee' s progress; and propose revisions to the plan as necessary.
NOW, THEREFORE BE IT RESOLVED as follows:
1. MEMBERSHIP; APPOINTMENT
The Equity and Diversity Standing Committee (" Committee") shall consist of eleven ( 11) members.
The members shall consist of two members of the City Council and one member from each of nine organizations in the City of Ukiah or the Ukiah Valley, including Redwood and Potter Valleys, which serve or represent: ( 1) Persons with lived experience of poverty ( currently or formerly living at or below the poverty level); ( 2) Persons with physical or mental disabilities; ( 3) Persons from the LGBTQ+ community; ( 4) Native American tribes and communities in Mendocino County; ( 5) Persons from the Hispanic/ Latino community; ( 6) Persons of color ( 7) Persons whose primary language is not English; ( 8) Youth 21 years and younger; and ( 9) Seniors 65 years or older. In addition, committee members must either reside or work in the City of Ukiah. Members shall be appointed by the City Council based on written applications submitted by deadlines established by the City Council and any oral interviews the City Council may elect to conduct.
ATTACHMENT 1
2. TERM OF OFFICE; VACANCIES
A. Terms of Office. All appointments to the Committee shall be for a term of two ( 2) years during which the member serves and the will and pleasure of the City Council. Appointments to fill vacancies during a term of office shall be filled as provided in Section 1. The person appointed shall serve for the remainder of the term of that vacancy. Members whose terms expire may be reappointed to serve subsequent terms.
B. Vacancies. Vacancies may occur as a result of the member' s death or incapacity, resignation, no longer residing or working in the City, termination by the City Council with or without cause or failure of a member to attend three ( 3) meetings in any consecutive four-month period without the prior approval of the Committee.
3. DUTIES OF THE COMMITTEE
Having developed and implemented its two- year Action Plan and incorporated DEI priorities into the City' s major planning documents and strategic plan, the Committee shall now have the following responsibilities:
1. To continuously assess the impact of the City' s DEI efforts within the community and make recommendations regarding City programs, policies, and services as necessary.
2. To serve as ambassadors promoting diversity, equity, and inclusion within the community and representing the City' s commitment to these values.
3. To raise public awareness about the City' s commitment to DEI initiatives and values by sharing information about City programs, policies, employment opportunities, and services through social media channels, email, and word of mouth.
4. EXPENSES OF MEMBERS; NO COMPENSATION
The members of the Committee shall receive no compensation or reimbursement for expenses.
5. CHAIRPERSON; OFFICERS
The Committee shall elect a presiding officer to preside at special and regular meeting. City staff assigned by the City Manager shall provide support services, including preparation and posting of agendas, preparing minutes, staff reports and other documents as required for the conduct of the Committee' s business.
6. COMMITTEE GOVERANCE.
A. Brown Act. The Committee shall comply with the Brown Act. Upon the first appointment of its members, it shall establish a meeting date and time for regular meetings and a procedure for placing items on its agendas. Special meetings may be called by the Chairperson, City staff assigned to assist the Committee or by the Committee during a regular or special meeting.
B. Parliamentary procedure. The Committee shall adopt any rules it considers necessary for the orderly conduct of its meetings which may, but are not required to, use all or any portion of Robert's Rules of Order or the City Council rules for conducting City Council meetings.
PASSED, ADOPTED and APPROVED this 31 day of April 2024 by the following vote on roll call vote:
AYES: Councilmembers Rodin, Orozco, Sher, Crane, and Mayor Duenas NOES: None
ABSTAIN: None
ABSENT: None
Jose Du nas, Mayor
ATTEST:
Kristine Lawler, City Clerk
Attachment 2
Attachment
3
Attachment 4
RESOLUTION NO. 2025-
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH REAPPOINTING DAVID
LIEBERMAN TO THE DIVERSITY AND EQUITY STANDING COMMITTEE FOR A TWO-YEAR TERM.
WHEREAS, Sections 1011 and 1012.A of the Ukiah City Code state that members of the City of Ukiah Diversity and Equity Standing Committee (“DEI Committee”) shall be appointed by a majority of the City Council, each to serve at the will of the City Council up to a term of two (2) years; and
WHEREAS, One position on the Diversity and Equity Standing Committee has been noticed due to a term expiration, which may represent one of the following demographic groups: youth 21 years and younger; persons whose primary language is not English; persons from the Hispanic/Latino community; or seniors 65 years or older; and
WHEREAS, David Lieberman, who previously served in the position, has submitted an application for reappointment to continue representing the demographic category of seniors 65 years or older, and no other applications have been received. Staff has reviewed this application and determined that the applicant meets the requirements for the positions.
NOW, THEREFORE, BE IT RESOLVED, that the Ukiah City Council hereby appoints the following persons and terms:
BOARD/
COMMISSION
NAME POSITION TERM
EXPIRATION
Diversity and Equity
Standing Committee David Lieberman Seniors 65 Years or Older 8/20/2027 PASSED AND ADOPTED this 20th day of August, 2025, by the following roll call vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
Douglas F. Crane, Mayor
ATTEST:
Kristine Lawler, City Clerk
8h Correspondence Received
1 Kristine Lawler
From: Traci Boyl
Sent: Wednesday, August 20, 2025 2:35 PM
To: Kristine Lawler
Subject: RE: Correspondence Received - David Lieberman
Dear Councilmembers,
For your information, I am forwarding my response to Mr. Lieberman. City Staff has met with Mr. Lieberman and other representatives of the Senior Center many times in the last several years regarding similar requests for funding. We have offered various partnerships through recreation and grant opportunities; those offers continue to stand.
Please reach out if you have any questions or concerns.
Thank you
From: Traci Boyl
Sent: Wednesday, August 20, 2025 2:22 PM
To: David Lieberman [email protected]
Subject: RE: Correspondence Received - David Lieberman
Hello David,
First of all, I want to thank you for your concern regarding the needs of seniors in our community. You are correct that the County, not the City, receives funding for social services, including those dedicated to seniors. That said, within the scope of services we do provide—public safety, utilities, and recreation—we do make efforts to serve seniors. For example, we offer senior recreation programs and utility assistance programs that benefit medically vulnerable and low-income residents.
In addition, we are always happy to provide disaster and emergency preparedness training for the Senior Center.
We have extended this offer several times without response, but remain ready to do so when the timing works.
Regarding funding for disaster kits, as you noted, this may fall outside City resources. However, the Community Foundation currently has an open Field of Interest Grant Application (deadline September 6th) that specifically prioritizes disaster readiness. This could be an excellent fit for the Senior Center’s needs; I’ve included the link here: Field-of-Interest Grant Program - Community Foundation of Mendocino County.
And finally, as a reminder, we have connected the Senior Center with our grants team and our “pre-application”, so that if an appropriate CDBG (or other) grant opportunity becomes available, we can assist and/or partner as we’ve done in the past.
Once again, thank you for your willingness to serve the community in this important role on the DEI Committee.
Please reach out with any specific questions or concerns.
Please note: Staff will follow up regarding the specific request to present this topic at the upcoming DEI meeting, after the agenda-setting meeting with the Chair and Vice-Chair scheduled for next week.
2 Thank you.
Traci
Traci Boyl
Senior Analyst, City Manager’s Office
City of Ukiah
300 Seminary Avenue
Ukiah, CA 95482
707.467.5720
Traci Boyl
Senior Analyst, City Manager’s Office
City of Ukiah
300 Seminary Avenue
Ukiah, CA 95482
707.467.5720
Continually working to promote diversity, equity, transparency, and justice through the adoption and implementation of City practices, policies, and procedures.
From: Araceli Sandoval <[email protected]>
Sent: Tuesday, August 19, 2025 2:22 PM
To: Doug Crane <[email protected]>; Heather Criss <[email protected]>; Juan Orozco <[email protected]>; Mari Rodin <[email protected]>; Susan Sher <[email protected]> Cc: Sage Sangiacomo <[email protected]>; Shannon Riley <[email protected]>; David Rapport <[email protected]>; Darcy Vaughn <[email protected]>; CityClerk <[email protected]>; Traci Boyl <[email protected]>
Subject: Correspondence Received - David Lieberman
Mayor and Councilmembers,
Please find attached correspondence received related to agenda item 8h for the 8/20 Council meeting. ~Araceli
Brown Act Notice: Do not “reply to all” from this email. Please contact me directly for clarification and/or questions.
Araceli Sandoval
Deputy City Clerk
3 300 Seminary Ave., Ukiah, CA 95482
(707) 463-6282
Agenda Item No: 8.i.
MEETING DATE/TIME: 8/20/2025
ITEM NO: 2025-904
AGENDA SUMMARY REPORT
SUBJECT: Adoption of a Resolution Amending Utility Deposit Requirements, Fees, and Compliance Measures.
DEPARTMENT: Finance PREPARED BY: Mary Horger, Financial Services Manager PRESENTER: Consent Calendar
ATTACHMENTS:
1. 2025-XX COU Reso re utility deposits and service fees - final draft
2. 2010-44 COU Reso re utility deposits and service fees
3. Draft Shut-off Policy (1)
Summary: Council will consider adopting a resolution which revises and supersedes Resolution No.2010-
44. The new Resolution updates and aligns the City's policies and procedures for utility service deposits, fees, disconnection and reconnection protocols, and notice procedures with current City of Ukiah standards and state requirements, particularly California Senate Bill 998 (the Water Shutoff Protection Act).
Background: On December 15, 2010, the City adopted Resolution No. 2010-44 to establish utility billing procedures, deposits, and penalties related to water service. While this initial resolution provided an important framework, it did not fully address all operational needs, nor did it incorporate the procedural safeguards required under the Water Shutoff Protection Act for residential water service disconnection.
The proposed Resolution has been prepared to refine and expand upon those initial provisions, providing clearer guidelines for deposit requirements based on customer credit risk, more nuanced delinquency procedures, and formalizing protocols to comply with state law.
Discussion:
Summary of Changes:
The following are the major changes from the prior resolution to this one:
• The proposed Resolution (Attachment 1) includes more structured, transparent criteria for deposit requirements and returns.
• It lowers early-stage delinquency fees to better reflect cost and fairness. • It enhances procedural compliance with state law, especially in safeguarding residential customers from immediate disconnection without due process.
• It clarifies administrative procedures and notice methods, supporting customer communication and billing transparency.
Comparison of Key Provisions in Resolution 2010-44 (Attachment 2) vs. the proposed Resolution (Attachment 1)
Category Resolution 2010-44 Proposed Resolution
Application Fees $15 per utility (water and/or
electric) for new service
connection
$38 total New Utility
Account Application Fee
(covers both water and
electric if connected at the
same time)
Deposit
Requirements –
Residential
Water
Based on credit risk:
• No risk – no deposit
• Minimal risk – greater of
avg. monthly bill or $25
min
• Substantial risk – greater
of 2× avg. monthly bill or
$50 min
Based on credit risk:
• No risk – deposit waived
• Minimal risk – greater of
avg. monthly bill or $50 min
• Substantial risk – greater
of 2× avg. monthly bill or
$100 min
Deposit
Requirements –
Commercial
Water
Greater of 2× avg. monthly
bill or $25 min
Greater of 2× avg. monthly
bill or $100 min
Deposit
Requirements –
Electric
Minimal risk – greater of
avg. monthly bill or $75
min
Substantial risk – greater
of 2× avg. monthly bill or
$150 min
Commercial – greater of
2× avg. monthly bill or
$150 min
Same as current
Deposit After
Disconnection
$150 minimum or 2× avg.
monthly consolidated bill
over 12 months
Same minimum and
calculation retained
Return of
Deposits
Returned after 1 year if no
disconnection and ≤ 2
delinquent notices
Returned after 1 year if no
disconnection and ≤ 2 Final
Notices of Possible
Disconnection
Use of Deposits Applied to outstanding
balances upon termination;
also addressed in
bankruptcy with 20-day
requirement for new
deposit
Similar, but clarifies “Notice
of Additional Deposit” in
bankruptcy and maintains
20-day payment
requirement before
disconnection
Delinquency
Notice Fees
Delinquent Notice: $5
Final Notice: $5
48-Hour Notice: $25
Payment Reminder: $1
Final Notice: $2
48-Hour Notice: $6
48-Hour Door Hanger: $47
Disconnection /
Reconnection
Fees
Standard Disconnect: $55
Premium Disconnect: $45
Standard Reconnect: $25
Premium Reconnect: $45
Standard Disconnect: $49
Premium Disconnect: $197
Standard Reconnect: $58
Premium Reconnect: $174
Billing &
Payment
Deadlines
Specific timeframes in
resolution:
• Delinquent notice – 36
days after billing
• Final notice – 46 days
• 48-hour notice – 54 days
Removes specific dates
from resolution; refers to
separate Shut Off Policy for
SB 998 compliance
SB 998
Compliance
Not addressed Explicit reference to Water
Shutoff Protection Act
(Health & Safety Code §§
116900–116926) and
requirement for notice
procedures
From this Resolution an administrative policy (Attachment 3) is being developed to provide more detailed guidance to Staff on the implementation of these provisions.
The Ukiah Valley Water Authority (UVWA) Board has reviewed and approved these fees and processes for all JPA members, including the City. This Resolution includes the effects to the City's electric utility and does not deviate from the version regarding water approved by the UVWA.
Staff recommends Council adopt a resolution amending City’s policies governing water utility deposits, fees, delinquency protocols, and customer billing procedures. This Resolution supersedes Resolution No. 2010-44 and shall become effective 60 days after adoption.
Recommended Action: Adopt a resolution amending City’s policies governing water utility deposits, fees, delinquency protocols, and customer billing procedures. This Resolution supersedes Resolution No. 2010-44 and shall become effective 60 days after adoption.
BUDGET AMENDMENT REQUIRED: N/A
CURRENT BUDGET AMOUNT: N/A
PROPOSED BUDGET AMOUNT: N/A
FINANCING SOURCE: N/A
REVENUE: N/A GRANT: N/A
PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A
COORDINATED WITH: Olga Keough, Finance Controller; Lori Martin, Utility Billing & Customer Services Manager; Daniel Buffalo, Finance Director; Darcy Vaughn, City Attorney STRATEGIC PLAN (SP):
CLIMATE INITIATIVES (CI):
GENERAL PLAN ELEMENTS (GP):
1 RESOLUTION NO. 2025-XX
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH AMENDING RESOLUTION NO. 2010-44 ESTABLISHING UTILITY PAYMENT DUE DATES,
DELINQUENCY DATES, DEPOSITS, FEES, RULES GOVERNING UTILITY DEPOSITS, AND ENSURING CALIFORNIA SB 998 COMPLIANCE
WHEREAS:
1. Ukiah City Code §§ 3901 and 3903 authorizes the City Council to establish utility payment due dates, fees and deposits, and regulations governing utility deposits; and
2. The City Council has determined that certain deposits and rules are necessary and reasonable to ensure that customers of utility services furnished by the City of Ukiah pay for the services provided so that each City resident who benefits from City furnished utilities pays his or her fair share of the cost of providing those services; and
3. The City Council intends to ensure compliance with California Senate Bill 998 (Water Shutoff Protection Act), codified at Health and Safety Code §§ 116900–116926, which governs residential water service discontinuation due to nonpayment.
4. In order to ensure compliance with the Water Shutoff Protection Act, the City Council intends to adopt the Shut Off Policy that sets forth utility service billing, payment due dates and related notice procedures and is incorporated in this Resolution as Exhibit A hereto.
NOW, THEREFORE, BE IT RESOLVED that:
Section 1. Utility Deposits. Utility service deposit requirements are based on collection risk information provided by a Credit Reporting Agency. Prior to connecting utility services to any property, the applicant for service must complete an application for service and deposit funds with the City’s Finance Department in the amount specified unless a deposit is excused. a. Property Owner Exception: Deposits may be waived for any applicant who is the owner of record of the property to be served unless any service has been previously disconnected for nonpayment.
b. Residential Water Service Deposit Requirement:
(1) New service applicants who pose no credit risk may have deposit requirements waived.
(2) New service applicants who pose minimal risk: The greater of the estimated average monthly bill, averaged over a 12-month period, or a minimum of $50.00 deposit.
(3) New service applicants who pose substantial credit risk: The greater of twice the average monthly consolidated bill for water averaged over a 12- month period, or a minimum of $100.00.
c. Commercial Water Service. The greater of twice the estimated average monthly ATTACHMENT 1
2 bill of a similar business, averaged over a 12-month period, or a minimum of $100.00.
d. To restore disconnected service: Residential and commercial customers utility service that has been disconnected due to non-payment will be required to provide or increase the current deposit to equal the greater of twice the average monthly consolidated bill for service averaged over a 12-month period or a minimum of $150.
e. Domestic Electric Service Deposit Requirement:
(1) New service applicants who pose no credit risk may have deposit requirement waived.
(2) New service applicants who pose minimal risk. The greater of the estimated average monthly bill, averaged over a 12-month period, or a minimum of $75.00.
(3) New service applicants who pose substantial credit risk. The greater of twice the average monthly consolidated bill for electric averaged over a 12-month period, or a minimum of $150.00.
(4) Commercial service. The greater of twice the estimated average monthly bill of a similar business, averaged over a 12-month period, or a minimum of $150.00.
Section 2. Rules Governing Utility Deposits.
a. Deposits required. Prior to connecting any property to the municipal water or electric systems or to furnishing any property with water or electricity service, the applicant shall deposit funds with the Finance Department in the amount specified in these regulations, unless a deposit is excused.
(1) Property owner exception. Deposits may be waived for any applicant for utility service who is the owner of record of the property to be served, unless service to the applicant has been previously disconnected for nonpayment of utility bills or within the 12-month period preceding the application the applicant has been issued a Final Notice of Possible Disconnection. (2) Satisfactory credit exception. Deposits may be waived for an applicant for utility service who has received utility service for a period of one year without having service disconnected for nonpayment or having received no more than one Final Notices of Possible Disconnection.
b. Return of Utility Deposits.
(1) Return of deposit. The customer's utility deposit will be returned after one year of service, if the customer has never had service disconnected for nonpayment of a bill for utility service and within the year has not received more than two Final Notices of Possible Disconnection.
(2) Required deposit after disconnection. If, after the return of a deposit, service is disconnected because a customer has failed to pay a utility bill when due, service shall not be restored until the customer pays a new deposit equal to the greater of twice the average monthly consolidated bill for all City furnished utilities, averaged over a 12-month period, or a minimum of $150.00. c. Use of deposits.
(1) Use upon termination of service. When utility service to a customer is
3 discontinued for any reason, the deposit shall reduce or eliminate any balance owing for utility service. If the deposit exceeds the balance owing, any remaining amount shall be refunded to the person who furnished the deposit. (2) Use upon filing a petition in bankruptcy. If a customer files a petition with the United States Bankruptcy Court to discharge his or her debts, and the court properly assumes jurisdiction in the case, the deposit shall be considered part of the bankruptcy estate. The customer shall be notified that due to the Bankruptcy notice, a deposit of or payment of an amount to bring the deposit up to an amount equal to the greater of twice the average monthly consolidated bill for all City furnished utilities, averaged over a 12-month period, or $150.00.
If the required amount is not paid within 20 day of Notice of Additional Deposit, utility service will be disconnected.
Section 3. Billing and Payment Deadlines
Utility service billing, payment due dates and related notice procedures will be required by the Water Shutoff Protection Act (Health and Safety Code sections 116900–116926) are outlined in the Shut Off Policy included as Exhibit A to this Resolution.
Section 4. Fees and Other Charges.
a. New Utility Account Application Fee: In addition to any other deposits or fees required for New Service Utility Connections, an applicant shall pay to the Finance Department prior to receiving utility service:
Commercial and Domestic Service:
Water: $38.00
Electric: $38.00
If both water and electric are connected, the application fee will still be $38 dollars and split between the two utilities.
b. Delinquency and Disconnection Penalties:
Payment Reminder Notice: $1.00
Final Notice: $2.00
48-Hour Notice: $6.00
48-Hour Notice Door Hanger: $47.00
Disconnection and Reconnection Fees:
Service Disconnect Fee: $49.00
Premium Disconnect Fee: $197.00
Service Reconnect Fee: $58.00
Premium Reconnect Fee: $174.00
Section 5. Effective Date.
This Resolution shall take effect 60 days after adoption. Customers shall be notified through
4 bill inserts, email, and other outreach, including targeted communication with customers in arrears.
PASSED AND ADOPTED this __ day of August, 2025, by the following roll call vote:
AYES:
NOES:
ABSENT: ABSTAIN:
Douglas F. Crane, Mayor
ATTEST:
Kristine Lawler, City Clerk
ATTACHMENT 2
Finance
and IT
Department
TITLE:
DISCONTINUATION OF UTILITY
SERVICE, INCLUDING WATER
SERVICE, FOR NONPAYMENT
POLICY
CATEGORY: CUSTOMER SERVICES AND UTILITY
BILLING
ADOPTION LEVEL:
UVWA BOARD and
CITY COUNCIL
DATE:
POLICY NO.: ENABLING
RESOLUTION(S)
(resolution no)
(adoption date)
Authorizing
Signature
ORIGINALLY
ADOPTED (adoption date)
REVISED (adoption date)
POLICY COMMITTEE (approval date)
DEPARTMENT HEAD (approval date)
Policy
A. Purpose and Objective
This Policy enumerates the City of Ukiah and Ukiah Valley Water Authority’s (UVWA) (collectively referred to as the” City” in this Policy) administrative actions for the collection of delinquent accounts, including notifications, fee assessments and discontinuation of electric, water and garbage service. This policy set forth the City and UVWA’s compliance with the requirements of California’s Water Shutoff Protection Act. The individual water agencies that are members of UVWA are considered, pursuant to California Health and Safety Code § 116904, urban or community water systems that supply water to more than 200 service connections and are thus subject to the requirements of SB 998, i.e. the Water Shutoff Protection Act.
This Policy will be made available to the public on the City’s and UVWA’s website in both English and Spanish, and available in writing, in any language required by law, upon a written request to the City’s customer service department.
The City’s customer service department can be contacted by phone at (707) 463-6228 and 707- 463-6715 for all UVWA Waer Districts, to discuss questions about this Policy, payment options and options for averting discontinuation of utility service for nonpayment under the terms of this Policy.
Attachment 3
Please see the City and UVWA’s website for current fees that may be assessed for late payment, disconnection and reconnection of utility services.
B. Definitions
1. City: The City of Ukiah who provides electric, water and sewer services to residents within the city limits. The City also provides billing services for garbage services to City residents and utility billing services for members of UVWA.
2. UVWA: The Ukiah Valley Water Authority is a consolidated water management organization, committed to providing efficient and reliable water services to residents and businesses within the greater Ukiah Valley. The formation of this joint powers’ authority unifies the formerly independent water agencies: the City of Ukiah, Millview County Water District, Redwood Valley County Water District, Calpella County Water District, and Willow County Water District, creating coordination that aims to optimize our region’s water resources.
3. UVWA Executive Committee: Referred to as the “Committee” in the policy. The Executive Committee is established by the UVWA Joint Powers Agreement and has broad responsibility for the operation of UVWA.
4. Bill Date: The Bill Date is presented on each utility monthly bill and refers to the date the bill was generated.
5. Due Date: Utility service bills will be sent to customers monthly and are due and payable upon presentation. The Due Date is presented on each monthly utility bill and represents the date your payment must be received to avoid fees and possible disruption of service. Payments must be received by Close of Business on the Due Date. The Due Date is the end of your monthly grace period.
6. Delinquent Date: Delinquent utility accounts are defined as any account that remains unpaid (and without having established in writing, payment arrangements or established an alternative payment schedule) by Close of the Business on the 10th day after the Bill Date.
7. Close of Business: Defined as 5 PM on regularly scheduled workdays, usually Monday -Friday.
City offices are closed on all major holidays.
8. Customer Service: The City’s customer service department can be contacted by phone at (707) 463-6228 or email at [email protected] and for all UVWA Water Districts 707-463- 6715 or email [email protected], to discuss questions about this Policy, payment options and options for averting the discontinuation of utility service for nonpayment under the terms of this Policy. Customers can also meet with a customer service representative in person at the City of Ukiah Civic Center at 300 Seminary Avenue, Ukiah, CA 95482.
C. Procedure
Utility Bill Due Date
Utility service bills will be sent to customers monthly and are due and payable upon presentation, defined as the Bill Date, which is noted on the face of the Bill.
The City assumes no responsibility for address, telephone or email contact information that has not been kept current and accurate by the customer and or property owner, nor the USPS delivery. Customer contact information can be updated by contacting Customer Service at (707) 463-2882 or by email at [email protected].
Utility Account Delinquent Date
Delinquent utility accounts are defined as any account that remains unpaid (and without having established in writing, payment arrangements or established an alternative payment schedule) by close of the business on the 10th day following the Bill Date. Payments must be received by the City prior to Close of Business on the 10th date following the Bill Date.
The following rules apply to the collection of Delinquent Accounts:
Payment Reminder Notice and Fee
The customer will receive an automated call, text and or email (when we have a valid email address on file or if the customer has signed up for text messages, a valid phone number) with a Payment Reminder message on the 31st day following the Bill Date. In addition, a Payment Reminder Fee will be applied to the account. The Payment Reminder message will also include information about how to obtain a copy of this Policy and how to contact the City to discuss payment arrangements. If the customer is not the occupant at the utility service address, and we have a valid phone number or email address for the occupant noted in the account, the Payment Reminder message will also be delivered to the occupant.
Final Notice of Possible Disconnection and Fee
The City shall make a reasonable, good faith effort to contact the customer in writing at least ten (10) days before the discontinuation of utility services for non‐payment (61st day after the Bill Date). In addition, a Final Notice of Possible Disconnection Fee will be applied to the account.
The Final Notice of Possible Disconnection will be mailed to the mailing address designated on the account and the customer will receive an automated call, text and or email (when we have a valid email address on file or if the customer has signed up for text messages, a valid phone number) with notification that a pending disconnection could occur if payment is not received by the Close of Business within ten (10) days, or if written payment arrangements or establishment of a written alternate payment schedule are not made with the City. If the customer’s mailing address is not the service address to which utility service is provided, a second notice will be mailed to the service address and addressed to “Occupant” and the automated call, text and or email will be sent if we have a valid phone number or email address on file.
The Final Notice of Possible Disconnection and will include:
o Customer’s name and address.
o The amount that is past due.
o Date and time by which payment or payment arrangements are required to avoid discontinuation of utility service.
o Description of the process to apply for payment arrangements (amortization plan of delinquent charges) or an alternative payment arrangement. o Description of the process to dispute or appeal a bill. o City phone number and instructions on how the customer may obtain a copy of this Policy.
If the written Final Notice of Possible Disconnection is returned through the mail as undeliverable, the City will make a reasonable, good faith effort to reach the customer by telephone or visit the residence and leave in a conspicuous place, a copy of the Notice of Disconnection as well as a copy of this Policy translated into all required languages.
For properties that are not located within the City limits: If the customer is not the owner of the property, and we have a valid address, phone number or email address for the owner, the Final Notice of Possible Disconnection and message will also be delivered to the owner as noted in the Property Owners Responsibility for Service to Leases or Rented Properties provisions below. 48 Hour Notice of Disconnection
On the 68th day after the Bill Date the customer will receive an automated call, text and or email (when we have a valid email address on file or if the customer has signed up for text messages, a valid phone number) within 48 hours of disconnection with notice of the date of disconnection, information about where to obtain a copy of this Policy and information on how to apply for payment arrangements or the establishment of an alternate payment schedule. In addition, a 48Hour Notice fee will be charged to the account.
If we are unable to leave a message for the customer, the City will make a reasonable, good faith effort, to contact the customer personally on the phone with notice of the date of disconnection, information about where to obtain a copy of this Policy and information on how to apply for payment arrangements or the establishment of an alternate payment schedule.
If these two attempts to contact the customer fail, the City will make a reasonable, good faith effort to visit the residence and leave a 48 Hour Notice of Disconnection for non‐payment as well as a copy of this Policy translated into all required languages. If a visit is required, a 48 Hour Notice Visit Fee will be assessed.
Disconnection Deadline
All delinquent utility service charges and associated fees must be received by the City by the Close of Business on the day specified in the 48 Hour Notice of Disconnection. Field personnel are not authorized to accept payments under any circumstances.
Notice to Residential Tenants/Occupants in an Individually Metered Residence The City will make a reasonable, good faith effort to inform the occupants of a residence where the occupants are not the customer on the utility service account, by means of written notice, when the utility service account is in arrears and subject to disconnect at least ten (10) days before service is shut off. The written notice will advise the tenant/occupant that they have the right to become customers of the City without being required to pay the amount due on the landlord’s delinquent account, if they are willing to assume financial responsibility for subsequent charges for utility service at the address.
For the amount due on the delinquent account to not be assessed on the new account for the services assumed by the tenants, the tenant/occupant must provide verification of tenancy in the form of a valid rental agreement or proof of rent payments and complete the City’s normal new customer process, including a credit check and payment of a deposit.
Notice to Tenants/Occupants in a Multi‐Unit Complex Served through a Master Meter The City will make a reasonable, good faith effort to inform occupants, by means of written notice hung on the door of each residence, when the service account is in arrears and subject to disconnection at least ten (10) days before utility service is shut off. The written notice will advise the tenant/occupant that they have the right to become customers of the City without being required to pay the amount due on the delinquent account, if they are willing to assume financial responsibility for subsequent charges for utility service at the address(es) served by the master meter. If one or more of the occupants are willing and able to assume responsibility for the subsequent charges for utility service to the satisfaction of the City, or if there is a physical means, legally available to the City of selectively terminating service to those occupants who have not met the requirements for service, the City will make service available to the occupants who have met those requirements.
For the amount due on the delinquent account to not be assessed on the new account for the services assumed by the tenants, the tenant/occupant must provide verification of tenancy in the form of a valid rental agreement or proof of rent payments and complete the City’s normal new customer process, including a credit check and payment of a deposit.
Property Owners Responsibility for Service to Leased or Rented Properties For properties that are not located within the City limits:
Obligation for Utility Use: The property owner is ultimately responsible for all utilities used at their property, regardless of the terms of the lease or rental agreement or whether it is occupied by tenants.
Delinquent Bill Notifications: If an account is subject to possible disconnection for nonpayment, the property owner will be contacted as noted in the Final Notice of Possible Disconnection provisions of this Policy. This ensures they are informed of any issues with non-payment.
Liability for Unpaid Bills: Regardless of the arrangement between the property owner or the tenants regarding payment responsibility for utility services; the property owner will be held liable for any unpaid utility bills.
Notice Languages:
All written notices required under this Policy, and copies of this Policy, shall be provided in English, the languages listed in Section 1632 of the Civil Code, and any other language spoken by 10 percent or more of the customers in the urban and community water system’s service area.
As of the most recent update to this Policy, the required languages include:
1. English.
2. Spanish.
Alternative Payment Arrangements
The City shall offer alternative payment arrangements for any customer who is unable to pay for utility service within the normal payment period and requests an alternative payment arrangement to avoid late fees or disruption of service. The City will consider all circumstances surrounding the request and decide as to whether the payment arrangement is warranted. The alternative payment arrangement options include:
Promise to Pay
A Promise to Pay is a short-term arrangement that provides the customer up to 30 additional days to bring their account current. This option is available only when the payment period extends into the next billing cycle. .
The customer must comply with the terms of the Promise to Pay and remain current on all subsequent charges.
Only one Promise to Pay may be in effect at a time. Customers may not request a new Promise to Pay while delinquent charges are being paid under a prior agreement. Failure to comply will result in a written Disconnection Notice, delivered via door hanger or other physical posting to the premises no less than five (5) business days before discontinuation of service.
Deferred Payment Plan
A Deferred Payment Plan is a formal payment plan agreement, signed by the customer and the City, that extends past the next billing period. A Deferred Payment Plan will amortize the unpaid balance over a period of not more the one (1) year and be combined with, and be subject to the due date of, the customer’s regular bill. The customer must comply with the terms of the Deferred Payment Plan and remain current as charges and fees accrue in each subsequent billing period. The customer may not request a further Deferred Payment Plan of any subsequent unpaid charges while paying delinquent charges pursuant to a Deferred Payment Plan and are not eligible for a subsequent Deferred Payment Plan if they have defaulted on a prior arrangement within the past 24 months.
Failure to comply with the terms of a Deferred Payment Plan for 60 days or more will result in the issuance of a written Disconnection Notice. The disconnection notice resulting from failure to meet the terms of an amortization plan will be in the form of either a door hanger or other physical document posted to the premises no less than five (5) business days in advance of the discontinuance of service
Disconnection of Utility Service for Nonpayment
The City will disconnect utility services by turning off, and in some cases by locking off the meter(s). A Notice of Service Disconnection will be placed in a conspicuous place noting that utility services have been disconnected, and the customer will be charged a Service Disconnect Fee to disconnect services and an additional Reconnection Fee and deposit equal to 2 X average of monthly bill, in addition to paying all outstanding charges on the account to re‐establish service regardless of whether the meter has physically been turned off. The meter will be locked in the off position if payment is not received within seven (7) days of the initial termination.
The notice includes:
o The date that utility services were disconnected.
o Amount the balance required to be paid to re-establish service and the amount the reconnection fees.
o Description of the process to apply for payment arrangements (amortization plan of delinquent charges) or an alternative payment arrangement. o Description of the process to dispute or appeal a bill. o City phone number and instructions on how the customer may obtain a copy of this Policy.
Delinquent Accounts of Residential Customers Financially Unable to Pay for Service with Medical Requirements to Access Water and Electricity
If a residential customer satisfies all the conditions below, their utility service cannot be shut off for nonpayment. The conditions require:
• The customer or tenant of the customer submits to the City certification from a primary care provider, as defined by Section 14088 of the Welfare and Institutions Code, that discontinuation of utility service will be life threatening to or pose a serious threat to the health and safety of a resident of the premises where residential utility service is provided. The City will require an annual recertification from the customer, and
• The customer demonstrates he or she is financially unable to pay for residential utility service within the City’s normal billing cycle. The customer shall be deemed financially unable to pay for residential service within the City’s normal billing cycle if any member of the customer’s household is a current recipient of CalWORKs, CalFresh, general assistance, Medi-Cal, Supplemental Security Income/State Supplementary Payment Program, or California Special Supplemental Nutrition Program for Women, Infants and Children, or the customer declares that the household’s annual income is less than 200 percent of the federal poverty level. The City will require the customer to provide evidence that the customer or someone in their household is receiving assistance from one of these programs and will require an annual recertification, and
• The customer is willing to enter into a payment arrangement, consistent with this Policy.
However, any delinquent utility charges and in some cases, fees under this requirement are not waived. Instead, any delinquent charges for services shall be recorded as a lien to the property as authorized in the Ukiah City Code. This helps to ensure that other utility rate payers are not subsidizing the utility rates for customers that are not paying their charges but cannot have their service discontinued under State law.
Re-Connection of Service During Regular Business Hours
To resume or continue service that has been disconnected for non‐payment, the customer must pay a re‐connection fee as adopted by a resolution of the City and must pay all outstanding charges on the account, including payment of any fees.
If payment is received by 3:00 pm, the City will endeavor to reconnect service as soon as practicable but, at a minimum, will restore service before the end of the next regular working day following payment of any past due amount and fees attributable to the delinquency and termination of service.
Utility service that is turned on by any person other than City personnel or without City authorization will be subject to fines or additional charges or fees. Any damage that occurs because of unauthorized restoration of service is the responsibility of the customer.
Re-connection of Service After Business Hours
Service restored after 3:00 pm Monday through Friday, weekends, or holidays will be charged an after‐hours Service Re‐connection Premium Fee as adopted by resolution of the City. Service will not be restored after regular business hours until the customer has been informed of the after‐hours Service Re‐connection Premium Fee and has paid such a fee.
City staff responding to service calls are not permitted to collect payment but will instruct the customer to contact the City customer service department before noon the following business day.
Sometimes utility service is discontinued because a customer has requested a disconnect of service, and the City has not received a request to establish a new account. Service will not be turned on until the customer has completed the normal new account process, including the completion of an application, credit check and payment of any required deposit.
Notification of Disposition of Returned Check or Electronic Payment Upon receipt of a returned check or electronic payment taken as payment of utility service or other charges, the City will consider the account not paid. The City will make a reasonable, good faith effort to notify the customer by phone or email of the returned check.
If payment was for an account that is already delinquent, then the date of discontinuation of service will remain unchanged. If the payment was made within forty-eight (48) hours of discontinuance, a minimum of a forty-eight (48) hour notice of termination of service due to a returned check will be generated, ensuring at least forty-eight (48) hours before the service is discontinued. The customer will be notified by email and phone, and a 48 Hour notice of Disconnection Fee will be assessed.
If the City is unable to make contact by phone and or email, the City will make a reasonable, good faith effort to visit the residence and leave a 48 Hour Notice of Disconnection for non‐ payment as well as a copy of this Policy translated into all required languages and a 48 Hour Notice Visit Fee will be assessed.
Utility service will be disconnected if the amount of the returned check and the returned check charge are not paid on or before the date specified in the notice of termination. All amounts paid to redeem a returned check and to pay the returned check charge must be in cash, credit card or certified funds.
Any customer issuing a non‐negotiable form of payment for any utility bill (regardless of the status of the account) two times in a 12-month period will be required to pay cash, credit card or certified funds to for all future payments for a period of twelve (12) months from the date of the returned payment and will be subject to an increased deposit requirement.
Returned Payment for Previously Disconnected Service
In the event a customer tenders a non‐negotiable form of payment to restore utility service previously disconnected for non‐payment and the City restores service, the City may promptly disconnect service without providing further notice. No forty-eight (48) hour notice of termination will be given in the case of a non‐negotiable form of payment tendered for utility charges that were subject to disconnection.
Any customer issuing a non‐negotiable form of payment to restore service turned off for nonpayment will be required to pay cash, credit card or certified funds to restore future service disconnections for a period of twelve (12) months from the date of the returned payment and will be subject to an increased deposit requirement.
Process for Bill Review and Appeal
Before filing a formal appeal, customers are required to contact Utility Billing Customer Service to resolve the issue informally. Staff may request support documentation and will make every effort to resolve the matter within five (5) business days. Customer Service contact information is provided at the beginning of this Policy.
If the matter is not resolved informally, a formal written appeal must be submitted to the Finance Director within twenty-five (25) calendar days of the date of the disputed bill or notice.
Customers may file an appeal related to:
Disputed utility charges or billing errors,
Disconnection or reconnection of service,
Assessment of late fees or penalties,
Meter accuracy or consumption concerns,
Alleged unauthorized use or tampering,
Denial of service or service conditions.
Request for appeals must include:
Customer name and utility account number,
Service address,
Detailed explanation of the dispute,
Relevant supporting documentation (e.g., bills, photos, letters), and Customer’s requested resolution.
A formal appeal must be submitted via:
Email: [email protected], or
Mail: City of Ukiah – Finance Director
300 Seminary Avenue
Ukiah, CA 95482
The Finance Director or their designee will issue a final decision within fifteen (15) business days.
Any customer who has followed the procedure set forth above and is dissatisfied with the decision of the Finance Director or designee, may within ten (10) calendar days thereafter, appeal to the Executive Committee of the UVWA (the “Committee”) (and where applicable to the City Council) by submitting a notice of appeal to the City Clerk. The City Clerk will give notice to the appellant of the time and place of the hearing, and they shall have the opportunity to appear in person or by counsel and present evidence. The City Council or the Committee shall hear and consider evidence and shall decide the issue based upon the evidence presented. The decision of the Council and or the Committee shall be final.
While a timely written appeal is under review, the City will not disconnect utility service for non‐ payment while the appeal is pending.
Agenda Item No: 8.j.
MEETING DATE/TIME: 8/20/2025
ITEM NO: 2025-915
AGENDA SUMMARY REPORT
SUBJECT: Consideration of Approval of a Professional Services Agreement with AP Triton, LLC for Continued Consulting Services for the Ukiah Valley Fire Authority's Pre-Hospital Emergency Medical Services for Fiscal Year 2025-26 in an Amount Not to Exceed $60,000 Plus Reimbursable Travel and Other Direct Expenses; and Authorize the City Manager to Negotiate and Execute the Agreement.
DEPARTMENT: Fire PREPARED BY:
Doug Hutchison, Fire Chief, Sage Sangiacomo,
City Manager, Traci Boyl, Senior Management
Analyst
PRESENTER: Doug Hutchison, Fire Chief
ATTACHMENTS:
1. Ukiah Valley Fire Authority - Retainer Proposal 2025 AP Triton Summary: Council will consider approving a Professional Services Agreement with AP Triton, LLC for continued consulting services for the Ukiah Valley Fire Authority's Pre-Hospital Emergency Medical Services for Fiscal Year 2025-26 in an amount not to exceed $60,000 plus reimbursable travel and other direct expenses; and authorize the City Manager to negotiate and execute the agreement.
Background: The Ukiah Valley Fire Authority has utilized the expertise of AP Triton for consultation on a wide range of issues surrounding the Fire Authority's provision of Pre-Hospital Emergency Medical Services for several years. Their subject matter experts (SMEs) have vast experience regarding fire services, PHEMS, master, and strategic planning.
Discussion: Since 2019, the Ukiah Valley Fire Authority (UVFA) and the City of Ukiah have engaged AP Triton to provide specialized consulting services in support of departmental operations, with a primary focus on managing the Pre-Hospital Emergency Medical Services (PHEMS) program. AP Triton’s expertise has been instrumental in enhancing the operational efficiency, financial sustainability, and service quality of UVFA’s PHEMS system.
Building on the comprehensive EMS System Valuation and Optimization Study completed in 2020, AP Triton continues to provide strategic, operational, financial, and legislative guidance to ensure the UVFA remains responsive to evolving industry standards and regulatory requirements. Services under the proposed 12- month agreement include:
• Strategic forecasting of statutory and industry changes affecting PHEMS delivery. • Financial and regulatory guidance, including support for Public Provider Ground Emergency Medical Transport (PP-GEMT) programs.
• System performance reviews and recommendations for optimization. • Advocacy and representation with the Local Emergency Medical Services Authority (LEMSA) and other policy bodies.
• Annual operational assessments and quarterly quality assurance reviews. • Leadership consultation on operations, finance, and service quality improvement.
The cost and terms of the continued engagement remain unchanged from the previous year and are approved in the FY 25/26 Budget. The proposed agreement is for a term of July 1, 2025 – June 30, 2026 at a cost of $5,000 per month, plus reimbursable travel and other direct expenses (Attachment 1).
Staff recommends Council approve a Professional Services Agreement with AP Triton, LLC for continued consulting services for the Ukiah Valley Fire Authority's Pre-Hospital Emergency Medical Services for Fiscal Year 2025-26 in an amount not to exceed $60,000 plus reimbursable travel and other direct expenses; and authorize the City Manager to negotiate and execute the agreement.
Recommended Action: Approve a Professional Services Agreement with AP Triton, LLC for continued consulting services for the Ukiah Valley Fire Authority's Pre-Hospital Emergency Medical Services for Fiscal Year 2025-26 in an amount not to exceed $60,000 plus reimbursable travel and other direct expenses; and authorize the City Manager to negotiate and execute the agreement.
BUDGET AMENDMENT REQUIRED: No
CURRENT BUDGET AMOUNT: 71021100.52100: $30,000; 71021150.52100: $30,000 PROPOSED BUDGET AMOUNT: N/A
FINANCING SOURCE: N/A
PREVIOUS CONTRACT/PURCHASE ORDER NO.: COU 2021-184
COORDINATED WITH: Doug Hutchison, Fire Chief- Ukiah Valley Fire Authority STRATEGIC PLAN (SP):
CLIMATE INITIATIVES (CI): N/A
GENERAL PLAN ELEMENTS (GP): GP-A6 - Safety Element
Proposal to provide
PRE-HOSPITAL EMS/JPA
Consulting Services
Ukiah Valley
Fire Authority
California
July 2025
Attachment 1
PHEMS/JPA CONSULTING SERVICES | UKIAH VALLEY FIRE AUTHORITY 1 |
CONTENTS
Project Understanding & Scope of Services ................................................... 2 Estimated Services Term & Fee Proposal......................................................... 5 About AP Triton.................................................................................................. 6 Projects & Experience..................................................................................... 10 Client References............................................................................................ 13 Client Testimonials .......................................................................................... 16 AP Triton’s Certificate of Insurance & Litigation ............................................ 17
PHEMS/JPA CONSULTING SERVICES | UKIAH VALLEY FIRE AUTHORITY 2 |
PROJECT UNDERSTANDING &
SCOPE OF SERVICES
In July 2020, AP Triton concluded a comprehensive Emergency Medical Services (EMS) System Valuation and Optimization Study. Leveraging the insights from this study, alongside our extensive expertise in initiating and managing pre-hospital emergency medical services (PHEMS) programs, AP Triton is poised to offer specialized consulting services to the Ukiah Valley Fire Authority (UVFA). Our goal is to support UVFA in the comprehensive development, deployment, and management of its PHEMS system across the City of Ukiah and the broader UVFA district.
AP Triton is committed to delivering a range of services designed to enhance the operational efficiency and effectiveness of UVFA’s PHEMS system. Our scope of work includes the following services upon request:
• Strategic Forecasting: Analyze and inform of statutory changes at the federal, state, regional, and local levels that could influence the Fire Authority and its PHEMS delivery. • Industry Trends Analysis: Provide timely updates on PHEMS industry trends and insights to ensure UVFA stays ahead of the curve.
• Financial and Regulatory Guidance: Deliver up-to-date information on the Public Provider Ground Emergency Medical Transport (PP-GEMT) Intergovernmental Transfer Program (IGT) program, including forecasting their impact on the Fire Authority and aiding in fund recovery processes.
• System Optimization Recommendations: Conduct research and suggest potential enhancements or modifications to the PHEMS system to optimize performance. • Advocacy and Representation: Act as UVFA’s representative in addressing matters with the County of Mendocino Local Emergency Medical Services Authority (LEMSA) and participate in advocacy efforts as needed.
• Policy and Legislative Engagement: Engage in coalition and state legislative activities pertinent to public policy issues impacting the Fire Authority, including liaising with fire associations.
PHEMS/JPA CONSULTING SERVICES | UKIAH VALLEY FIRE AUTHORITY 3 |
• Executive Reporting: Provide regular updates to the Ukiah Valley Fire Authority’s Board of Directors and the City Manager of Ukiah on public policy issues and their potential impact. • Operational Review: Conduct an annual assessment of UVFA’s PHEMS deployment model to ensure its continued effectiveness and efficiency.
• Quality Assurance Oversight: Offer quarterly reviews of the Continuous Quality Improvement/Quality Assurance (CQI/QA) process, focusing on enhancing operational efficiency and service quality.
• Leadership and Financial Consultation: Facilitate, upon request, quarterly meetings with UVFA’s Fire Chief and key personnel to discuss PHEMS operations, financial management, and CQI/QA matters, ensuring alignment with best practices and strategic goals.
Nature and Conditions of Ongoing Support Retainer:
• This agreement may be expanded to cover additional general fire/EMS services, subject to mutually agreed-upon terms.
• Additional support hours beyond the retainer can be arranged if required, subject to mutually agreed-upon terms.
• AP Triton’s consultants will be available for virtual meetings, email correspondence, and phone consultations as part of the ongoing support services. • Our team will remain responsive and proactive in addressing any urgent issues that may arise during the support period.
The ongoing support services option offered by AP Triton underscores our dedication to assisting the Ukiah Valley Fire Authority in achieving excellence in PHEMS delivery through strategic insights, operational support, and continuous improvement initiatives. Our approach is designed to adapt to the evolving needs of UVFA, ensuring resilience, efficiency, and high-quality emergency medical services for the communities served.
PHEMS/JPA CONSULTING SERVICES | UKIAH VALLEY FIRE AUTHORITY 4 |
Prior Contract Accomplishments
• Direct Engagement with Leadership: Established a direct line of communication with the Fire Chief to ensure timely updates and advisories on regional and state EMS issues, compensating for the absence of a dedicated EMS officer within the department. • RFP Development and Support: Assisted in the formulation and refinement of Request for Proposal (RFP) documentation, facilitating the strategic procurement of services and equipment necessary for EMS operations enhancement.
• Implementation of Medic Units: Played a pivotal role in the planning and deployment phases of medic unit(s), contributing to the expansion and improvement of on-the-ground EMS capabilities within the UVFA’s jurisdiction.
• Advocacy and Representation: Acted as UVFA’s advocate in discussions with the Local Emergency Medical Services Authority (LEMSA) and the Board of Supervisors, addressing and navigating political issues that impact EMS services and operations. • Inter-Facility Transport (IFT) Program Exploration: Explored the feasibility and potential implementation of an Inter-Facility Transport (IFT) program, aimed at enhancing the efficiency and scope of patient transportation services. • Strategic Advisories on EMS Issues: Provided the Fire Chief and UVFA leadership with expert advice on a broad spectrum of EMS-related matters, ensuring the Authority remained wellinformed and prepared to adapt to changes in the EMS system. • Collaboration with LEMSA and Political Entities: Fostered cooperative relationships with LEMSA and political stakeholders to support UVFA’s interests and advocate for favorable outcomes in EMS service provision and policy development.
These accomplishments reflect AP Triton’s commitment to delivering comprehensive, expert consulting services that address the unique needs and challenges faced by the Ukiah Valley Fire Authority. By using AP Triton’s expertise, UVFA has seen significant advancements in its EMS capabilities, positioning itself to better serve the community and navigate the complexities of the EMS system.
PHEMS/JPA CONSULTING SERVICES | UKIAH VALLEY FIRE AUTHORITY 5 |
ESTIMATED SERVICES TERM &
FEE PROPOSAL
Services Term
The term of this service agreement shall be twelve months, commencing on July 1, 2025, and ending on June 30, 2026. Ukiah Valley Fire Authority and AP Triton may mutually extend this agreement for additional terms.
$5,000/month
Fee Proposal, Payment Schedule, & Invoicing
AP Triton, LLC presents the following formal cost proposal for the services outlined in this proposal. The pricing structure for the consulting services will be as follows:
• Ukiah Valley Fire Authority will be invoiced $5,000 monthly (excluding legal, travel, etc.). • Monthly billing will continue for the duration of the contract. • Legal expenses, if applicable, will be billed at the respective rate. • Travel and hotel expenses will be invoiced at actual cost. • Travel days will be charged at a fixed rate.
Cost Quotation Information
• The bid quotation is valid for 90 days.
• AP Triton Federal Employer Identification Number: 47-2170685.
PHEMS/JPA CONSULTING SERVICES | UKIAH VALLEY FIRE AUTHORITY 6 |
ABOUT AP TRITON
Contact Information
About AP Triton
Established in 2014, AP Triton is a leading provider in the public safety industry with a proven track record in the fire service, emergency medical services, law enforcement, fire prevention, and life-safety programs. Our extensive experience spans a wide range of disciplines, enabling us to offer comprehensive solutions tailored to the unique needs of our clients.
Our team of consultants brings a wealth of expertise and has successfully executed numerous projects, including Master Plans, Strategic Plans, Emergency Operations Plans, Community Risk Assessments/Standards of Cover, Consolidation Feasibility Studies, EMS System Analyses, Staffing Studies, Agency Evaluations, Cost Recovery and Valuation Studies, and Fire Station Location Studies. We pride ourselves on our ability to deliver high-quality and actionable recommendations that drive positive change.
At AP Triton, we understand that traditional approaches to public safety may not always yield optimal results. That’s why we prioritize innovative thinking and creative problem-solving. We believe that sustainable solutions require a forward-thinking mindset, and we bring our experience and expertise to help our clients overcome challenges and seize opportunities.
Address: 1309 Coffeen Avenue
Suite 3178, Sheridan, WY 82801
Phone: 833.251.5824 (toll free)
E-Mail: [email protected]
Website: www.aptriton.com
The headquarters of AP Triton,
LLC is located in Sheridan,
Wyoming. Consultants and
other subject matter experts
(SME) are located throughout
the United States.
PHEMS/JPA CONSULTING SERVICES | UKIAH VALLEY FIRE AUTHORITY 7 |
With our deep understanding of public safety departments of all sizes, AP Triton is uniquely positioned to address the specific needs of the Ukiah Valley Fire Authority. Our consultants have decades of experience working with diverse organizations, and we leverage this knowledge to provide customized, practical, and effective solutions. We take the time to listen to our clients, understand their local issues, and develop strategies that promote long-term success.
By choosing AP Triton as your consulting partner, you gain access to a dedicated team that is committed to delivering exceptional results. We prioritize your goals, remain responsive to your needs throughout the engagement, and provide ongoing support even after project completion. Our dedication to client satisfaction sets us apart and makes us the ideal choice for Ukiah Valley Fire Authority’s consulting needs.
When it comes to innovative solutions, unparalleled expertise, and a commitment to your success, AP Triton is the partner you can rely on. Let us help you transform your public safety operations and achieve your goals in the most efficient and sustainable way possible.
AP Triton’s Approach to Projects
AP Triton’s approach to projects demonstrates our deep understanding of your expectations.
With our extensive experience working with fire departments, fire districts, EMS organizations, and various emergency services agencies across diverse communities in the United States, we bring a wealth of knowledge and expertise to every engagement. Key elements of AP Triton’s methodology include:
• Thorough Understanding: We ensure a complete understanding of the project background, goals, objectives, and the complex issues that need to be addressed. This allows us to develop tailored solutions that align with your specific needs. • Comprehensive Scope of Work: We develop a well-designed and practical scope of work (SOW) and workplan that actively involve key stakeholders, leadership, and other relevant individuals. This collaborative approach ensures that all perspectives are considered and results in a robust project plan.
• Advanced Tools and Technologies: AP Triton leverages state-of-the-art GIS mapping, computer modeling, data analysis tools, and web-based communication technologies to enhance project outcomes. These sophisticated tools enable us to provide accurate analyses, insightful recommendations, and efficient collaboration.
PHEMS/JPA CONSULTING SERVICES | UKIAH VALLEY FIRE AUTHORITY 8 |
• Web-based Communication Platform: To facilitate seamless communication and collaboration throughout the project, we utilize secure cloud-based data-sharing applications to create an online project site. This platform allows the client and project team members to collaborate effectively. Additionally, we employ virtual conferencing software for client communications and presentations.
• Subject Matter Experts: We engage experienced subject matter experts (SMEs) with indepth knowledge of the fire service, EMS, and other related emergency services disciplines. Our team also includes experts in GIS and data analysis, ensuring comprehensive expertise is applied to your project.
• Commitment to Timeliness: We are committed to delivering projects and deliverables within the requested timeline while maintaining high standards of quality. Our dedicated team works diligently to meet or exceed your expectations, ensuring timely completion. • Clear and Accessible Reports: We provide high-quality printed and bound reports that present clear contents and actionable recommendations. Our reports are designed to enable easy comprehension for clients, key stakeholders, and community members alike.
At AP Triton, we combine our extensive experience, advanced tools, collaborative approach, and commitment to excellence to deliver successful projects that meet your expectations.
Best Practices & National Standards
Based on the type of project and study requirements, AP Triton will refer to and utilize current industry best practices, along with relevant national standards promulgated by a wide variety of associations and organizations that develop consensus standards for the fire service, EMS, communications, and other related services. These may include the National Fire Protection Association (NFPA), Center for Public Safety Excellence (CPSE), Commission on Accreditation of Ambulance Services (CAAS), and other organizations.
AP Triton utilizes a multi-faceted approach to providing recommendations for our clients. The following encompasses our best practices:
• Understand client needs: AP Triton begins by thoroughly understanding the specific needs and goals of your agency. This allows us to tailor our recommendations accordingly. • Develop a work plan: AP Triton collaborates with the client to develop a work plan that outlines the goals, objectives, and action steps required to achieve desired outcomes of the project. This ensures the plan is realistic, measurable, and aligned with industry standards and best practices.
PHEMS/JPA CONSULTING SERVICES | UKIAH VALLEY FIRE AUTHORITY 9 |
• Engage stakeholders: AP Triton involves key stakeholders, including elected officials, personnel, and management representatives, throughout the consulting process.
Stakeholder input and buy-in are crucial for the successful implementation and sustainability of any recommended changes.
• Enhance operational efficiency: AP Triton identifies opportunities to optimize operational processes.
• Focus on continuous training and education: AP Triton emphasizes the importance of ongoing training and education. We promote a culture of continuous learning, keeping up with the latest industry advancements, protocols, and technologies. • Incorporate data-driven decision-making: AP Triton utilizes data and analytics to drive decision-making recommendations.
• Foster collaboration and partnerships: AP Triton encourages collaboration between agencies when possible. These relationships facilitate information sharing, coordination, and mutual support to enhance services and outcomes.
• Ensure compliance with regulations: AP Triton strives to stay current with local, state, and federal industry regulations.
• Monitor and evaluate progress: AP Triton assists our clients in establishing systems for monitoring and evaluating the implementation of our recommendations and the overall performance of your organization.
Every organization is unique; therefore, AP Triton adapts these best practices to fit the specific context and needs of your agency.
Conflict of Interest Statement
AP Triton has neither directly nor indirectly entered into any agreement, participated in any collusion or collusion activity, or otherwise taken any action which in any way restricts or restrains the competitive nature of this solicitation including, but not limited to, the prior discussion of terms, conditions, pricing, or other offer parameters required by this solicitation.
AP Triton is not presently suspended or otherwise prohibited by any government from participating in this solicitation or any other contract to follow thereafter. Neither AP Triton nor anyone associated with AP Triton has any potential conflict of interest because of or due to any other clients, contracts, or property interests in this solicitation or the resulting project. If a conflict of interest is identified in the provision of services, AP Triton will immediately notify the client in writing.
PHEMS/JPA CONSULTING SERVICES | UKIAH VALLEY FIRE AUTHORITY 10 |
PROJECTS & EXPERIENCE
The following is a partial list of AP Triton’s current and former clients. An expanded list can be provided upon request.
• Aberdeen Fire Department (WA) • Golden Fire Department (CO) • City of Alameda Fire Department (CA) • Grand River Regional Ambulance (MO) • Alameda County FPD (CA) • Gray’s Harbor Fire District #5 (WA) • Alameda County Fire Chiefs Association (CA) • Hawaii Fire Chiefs Association (HI) • Alaska Fire Chiefs Association (AK) • Hermosa Beach Fire Department (CA) • Albany Fire Department (OR) • Huntington Beach Fire Department (CA) • Anaheim Fire and Rescue (CA) • Idaho Fire Chiefs Association (ID) • Berkeley Fire Department (CA) • Kennewick Fire & Ambulance (WA) • Bethel Fire Department (AK) • Kern County Fire Department (CA) • Blaine County (ID) • Lake Ozark FPD (MO)
• Brattleboro Fire Department (VT) • La Verne Fire Department (CA) • Brea Fire Department (CA) • Lincoln Fire & Rescue (NE) • Brigham City Fire Department (UT) • City of Long Beach (CA) • Fremont Fire Department (CA) • Milwaukee Fire Department (WI) • California Fire Chiefs Association (CA) • City of Napa Fire Department (CA) • California Metro Chiefs Association (CA) • City of Pflugerville (TX) • Carlsbad Fire Department (CA) • Placer LAFCO (CA)
• Carroll County Ambulance District (MO) • San Bernardino County JPA (CA) • Carson City Fire Department (NV) • City of San Diego Fire Department (CA) • Central Jackson County FPD (MO) • Santa Barbara County Fire Chiefs Association (CA) • Central Fire District of Santa Cruz County (CA) • Santa Clara LAFCO (CA) • Central Kitsap Fire & Rescue (WA) • Santa Cruz County Fire Department (CA) • Central Pierce Fire Protection (WA) • Santa Cruz LAFCO (CA) • Chariton County Ambulance District (MO) • Seattle Fire Department (WA) • Chico Fire Department (CA) • Solano County Fire Chiefs Association (CA) • Chula Vista Fire Department (CA) • Sonoma County Fire District (CA) • City of Costa Mesa Fire Department (CA) • Sonoma Valley Fire Department (CA) • Coalinga Fire Department (CA) • Stockton Fire Department (CA) • Contra Costa County FPD (CA) • Sunnyside Fire Department (WA) • Cowlitz 2 Fire & Rescue (WA) • Tacoma Fire Department (WA) • DeKalb County Fire Rescue (GA) • Tualatin Valley Fire & Rescue (OR) • City of Downey Fire Department (CA) • Ukiah Valley Fire Authority (CA) • Douglas Okanogan County FD 15 (WA) • Utah Fire Chiefs Association (UT) • El Dorado Hills Fire Department (CA) • Vacaville Fire Department (CA) • Fort Myers Fire Department (FL) • Valley Center Fire Protection District (CA) • Eureka Fire Protection District (MO) • Ventura County Fire Department (CA) • Fairfield Fire Department (CA) • Washington Fire Chiefs Association (WA) • Fort Myers Fire Department (FL) • Watsonville Fire Department (CA) • City of Fresno Fire Department (CA) • Webster Fire Department (TX) • Fullerton Fire Department (CA) • Whitefish Fire Department (MT) • Gig Harbor/Pierce FD #5 (WA) • Williston Fire Department (VT)