PIA No. 2005-19 - Calpine Corporation
DOCUMENT: 18713487
RECORDING REQUESTED BY:
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City of Gilroy
Fees
Taxes
Copies.
AMT PAID
Pages:
9
31.00
31.00
WHEN RECORDED, MAIL TO:
Rhonda Pellin
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
BRE~JDA DA V I S
SANTA CLARA COUNTY RECORDER
Recorded at the request of
City
RDE fI 013
12/12/2005
8:59 AM
(SPACE ABOVE THIS LINE FOR RECORDER'S USE)
Property Improvement Agreement No: 2005-19
Calpine Corporation, L.P.
Construction of Water Distribution System
1400 Pacheco Pass Highway
APN: 841-17-092
_1-
..
PROPERTY IMPROVEMENT AGREEMENT
AGREEMENT FOR EXTENSIONS OF WATER DISTRIBUTION SYSTEMS:
IMPROVEMENT OF STREETS: INSTALLATION OF SEWERS, STORM
DRAINS AND OTHER PUBLIC WORKS FACILITIES
Property Improvement Agreement No: 2005-19
Calpine Gilroy Cogen, L.P.
1400 Pacheco Pass Highway
This agreement is made and entered into this 3 J-d day of ?Lh-iu./L/ , 2005, by and
between the City of Gilroy; a municipal corporation herein called the "City" and Calpine Gilroy
Cogen L.P., a real property owner, developer or subdivider, herein called the "Developer".
WHEREAS, an encroachment amendment application has now been submitted by the
Valley Transportation Agency to the City for approval and acceptance, covering certain real
estate known as and called: Calpine, 1400 Pacheco Pass Highway.
WHEREAS, the Developer requires certain utilities and public works facilities in order to
service the property under the minimum standards established by the City and,
WHEREAS, the City, by and through its City Council, has enacted certain Codes,
Ordinances and Resolutions and certain Rules and Regulations have been promulgated
concerning the subject matter of this agreement and,
WHEREAS, the City has certain responsibilities for maintenance and operation of such utilities
and public service facilities after acceptance by City, and for providing the necessary connecting system,
general plant and appurtenances, and the City is agreeing to discharge those responsibilities, provided
that Developer has faithfully and fully complied with all ofthe terms, covenants, conditions to be
performed by Developer pursuant to this agreement.
NOW THEREFORE, in consideration ofthe foregoing premises and in order to carry on the
intent and purpose of said Codes, Ordinances, Resolutions and Regulations, it is agreed by and between
the parties as follows:
SECTION 1
That all Codes, Ordinances, Resolutions, Rules and Regulations and established policies of the City and
the laws of the State of California and the United States of America concerning the subject matter of this
agreement are hereby referred to and incorporated herein to the same effect as if they were set out at
length herein. Said Codes, Ordinances, Resolutions, Rule and Regulations include, but are not limited to,
the following: the Code of the City of Gilroy, the current Zoning Ordinance, and the currently adopted
Uniform Building Code.
-1- Property Improvement Agreement No. 2005-19
lLAC1664653.2
072005-04706091
SECTION 2
The Developer agrees:
a. To grant to the City without charge, free and clear of encumbrances, any and all easements
and rights of way in and to his said real property necessary for the City in order that its water,
electricity, and/or sewer lines in or to said real property may be extended, subject to
reasonable scope and location as approved by Developer.
b. To indemnify, defend and hold the City free and harmless from all suits, fees, claims,
demands, causes of action, costs, losses, damages, liabilities and expenses (including without
limitation attorneys' fees) incurred by City arising out of or relating to the work performed in
connection with the work of improvement described herein, except for any such claims due to
gross negligence or willful misconduct of City and except for any multiple or punitive
damages.
c. To pay for the full costs of all public works facilities and other improvements described
in Section 6 ofthis Agreement in accordance with all standards established in the Codes,
Ordinances, Resolutions, Rules and Regulations, all applicable laws and this Agreement,
and in accordance with the grades, plans, and specifications approved by the City
Engineer, and to reimburse the City for costs it has or will incur with the work covered
by this Agreement that are not paid upon or before execution of this Agreement.
SECTION 3
That except as otherwise expressly provided in this Agreement, all sums shown herein to be
payable by the Developer to the City are due and payable to the City upon the execution of this
Agreement, and additional sums related to the completion of this work are due and payable upon
written request by the City to the Developer. The City shall provide Developer with reasonable
documentation of the costs and expenses the City has incurred with respect to the work to be
performed under this Agreement. In the event the amounts paid by Developer to the City are in
excess of the costs and expenses incurred by the City in connection with the work to be
performed under this Agreement, the City shall refund such excess amounts no later than 30 days
after receipt of a written request.
SECTION 4
That the faithful and prompt performance by the Developer of each and every term and condition
contained herein is made an express condition precedent to the duty of the City to perform any
act in connection with this transaction, and the failure, neglect or refusal of the Developer to so
perform, or to pay any monies due hereunder when due shall release the City from any and all
obligations hereunder, including the obligation to perform or complete the work described
herein, and the City, at its election, may enforce the performance of any provision herein, or any
right accruing to the City or may pursue any remedy whatsoever it may have under applicable
- 2- Property Improvement Agreement No. 2005-19
lLAC1664653.2
072005-04706091
,
laws or the Codes, Ordinances, Resolutions, Rules and Regulations of the City, in the event of
any such default by Developer.
SECTION 5
That this Agreement, together with the attached stipulations, is an instrument affecting the title or
possession of the real property described in Exhibit A. All the terms, covenants and conditions
herein imposed shall be binding upon and inure to the benefit of City, Developer and the
successors in interest of Developer. Upon the sale or division of the property described in
Exhibit A, the terms of this Agreement shall apply separately to each parcel and the Developer of
each parcel shall succeed to the obligations imposed on Developer by this Agreement.
SECTION 6
The developer shall pay to the City of Gilroy the actual cost for the design and installation of
approximately 195 L.F. of 12-inch ductile iron pipe, for a 2-inch domestic water tap, and for an
8-inch fire water tap connection to the City main line in Highway 152. The City shall install or
cause to be installed the above-described improvements. The developer acknowledges there may
be additional costs associated with the installation of the improvements, for remobilization and
design delays to the contract for the above-described improvements, and all fees and costs
associated with said delays and additional costs above the estimates below, are due and payable
to the City within fifteen (15) days after City gives written notice of the amount due.
Material & Cost Estimates
Design
Potholing costs
Water line work
Traffic control and survey costs
Contractor delay claim
Lump sum
Force Account
10,000.00
5,000.00
78,935.00
6,750.00
20,000.00
TOTAL
$120,685.00
SECTION 7
Any notice required hereunder shall be in writing and shall be delivered by personal delivery, by
facsimile transmission, or by mailing such notice by first class mail addressed as follows:
Developer:
Calpine Gilroy Cogen, L.P.
c/o Calpine Corporation
P.O. Box 11749
Pleasanton, CA 94588-1749
Telephone: (925) 479-6600
Fax: (925) 479-7300
-3- Property Improvement Agreement No. 2005-19
lLAC1664653.2
072005-04706091
With a copy to:
Calpine Corporation
50 West San Fernando Street
San Jose, CA 95113
Telephone: (408) 995-5115
Fax: (408) 995-0603
Attention: General Counsel
City:
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
Telephone: (408) 846-0450
Fax: (408) 846-0500
Attention: Kristi Abrams
Senior Development Engineer
SECTION 8
If there is any legal action or proceeding between City and Developer to enforce any provision of
this Agreement or to protect or establish any right or remedy of either party hereunder, the
prevailing party shall be entitled to all its costs and expenses, including attorneys' fees and expert
witness fees, incurred in connection with such action and in any appeal therefrom.
-4- Property Improvement Agreement No. 2005-19
lLAC1664653.2
072005-04706091
IN WITNESS WHEREOF, City has executed this agreement as of f~IC'-t. .jl.1..kk. /, (005-
ATTEST:
CITY OF GILROY
/'J
,=z'SL~lf1c" j~ U)JI~
Rhonda Pellin
CITY CLERK
APPROVED AS TO FORM:
,y~_ Ecei2G~
CITY ATTORNEY
IN WITNESS WHEREOF, Developer has executed this agreement as of r"lc-t~) he \ '3, u'Os:
,
CALPINE GILROY COGEN, L.P.
~~?,~
By: Duncan P. Brown
Title: VICE PRESIDENT
-5- Property Improvement Agreement No. 2005-19
lLAC1664653.2
072005-04706091
STATE OF CALIFORNIA )
)ss.
COUNTY OF SANTA CLARA )
TITLE OF DOCUMENT: Property Improvement Agreement No. 2005-19, Calpine Gilroy
Cogen, L.P., 1400 Pacheco Pass Highway
On November 1, 2005, before me, Rhonda Pellin, Notary Public, personally appeared Jay Baksa
personally known to me to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity, and that by his
signature on the instrument the person or the entity upon behalf of which the person acted,
executed the instrument.
WITNESS my hand and official seal.
'--~>I utA. filA/. "
Signature of Notary Public
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lena CIaIa COW1Iy -
_CcInlrn......M 19.
___ _ 4-"b._____ --~
per GC Sec. 40814; CC Sec. 1181
(Notary Seal)
ALL-PURPOSE ACKNOWLEDGMENT
State of California
County of .4~JA
On Qeb ~~V ~E/ cxoo5 before me,
personally appeared DMt!047
.ill:::1lersonally known to me - OR -
l (iNICHOLE MCCULLOUGH "(
... Comm.#1520181 1Il
Ul .... NOTARY PIIBUC.CAl.lfOflHlA ...
l' ~a County 1
_ ... . My Comm. Expifes Oct. 18, ~8
}ss
M~klc- Jv1~MII~h
~11
SIGNER(S)
o proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s)
is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed
the same in his/her/their authorized
capacity(ies), and that by his/her/their
signatures(s) on the instrument the person(s),
or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal.
"
W~~~~l5f~
OPTIONAL INFORMATION
The information below is not required by law. However, it could prevent fraudulent attachment of this acknowl-
edgment to an unauthorized document.
CAPACITY CLAIMED BY SIGNER (PRINCIPAL)
o INDIVIDUAL
o CORPORATE OFFICER
TlTLE(S)
o PARTNER(S)
o ATTORNEY-IN-FACT
o TRUSTEE(S)
o GUARDIAN/CONSERVATOR
o OTHER:
SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR E:'iTITY(!ES)
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
OTHER
RIGHT THUMBPRINT
OF
SIGNER
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Ci
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APA 5/99
VALLEY-SIERRA, SOO-362-3369
,-
VICINITY SITE MAP
Property Improvement Agreement No. 2005-19
Calpine Gilroy Cogen, L.P.
Construction of Water Distribution System
A.P.N.841-17-092
1400 Pacheco Pass Highway
Exhibit A
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!NYse......
CALPINE CORPORATION
VIA FEDERAL EXPRESS
June 23, 2009
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
Attn: Senior Development Engineer
Ladies and Gentlemen:
4160 DUBLIN BOULEVARD
SUITE 100
DUBLIN, CA 94568
925.557.2280 (M)
925.479.9560 (F)
RECE'VED
JUN LuU9
Et'4ulI\lEERING
Reference is made to that certain Property Improvement Agreement, No. 2005-19,
dated as of October 3,2005, by and between Calpine Gilroy Cogen, L.P. and the City of
Gilroy. Pursuant to the notice provision, Calpine Gilroy Cogen, Inc. is giving notice of
the change of address for notices. The new addresses are as follows:
Calpine Gilroy Cogen, L.P.
717 Texas Avenue, Suite 1000
Houston, TX 77002
Attn: Chief Legal Officer
Tel: (713) 830-2000
Fax: (713) 830-2001
With a copy to:
Calpine Gilroy Cogen, L.P.
717 Texas Avenue, Suite 1000
Houston, TX 77002
Attn: Director, Finance Compliance
Tel: (713) 830-2000
Fax: (713) 830-2001
And to:
Calpine Gilroy Cogen, L.P.
4160 Dublin Blvd., Suite 100
Dublin, CA 94568
Attn: Vice President, West Operations
Tel: (925) 557- 2280
Fax: (925) 479-9560
City of Gilroy
June 23, 2009
Page 2
Please update your records accordingly. If you have any questions, please contact
me at (925) 557-2236.
Sincerely,
1~enCY-
Paralegal Manager
,.
g~IS Energy Center, LLC
717 TEXAS AVENUE, SUITE 13.048
HOUSTON, TX 77002
VIA FEDERAL EXPRESS
RECEIVED
July 22, 2009
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
Attn: City Administrator
JUL 2 4 2009
RISK MANAGEMENT
South County Regional Wastewater Authority
1500 Southside Drive
Gilroy, CA 95020
Attn: Authority Manager
Ladies and Gentlemen:
Reference is made to that certain Property Improvement Agreement, dated as of
November 15,2001, by and among Gilroy Energy Center, LLC ("Gilroy"), the City of
Gilroy and the South County Regional Wastewater Authority, as amended. Pursuant to
the notice provision, Gilroy is giving notice of the change of address for notices. The
new addresses are as follows:
Gilroy Energy Center, LLC
717 Texas Avenue, Suite 13.048
Houston, TX 77002
Attn: Chief Legal Officer
Tel: (830) 325-1583
Fax: (830) 325-1584
With a copy to:
Gilroy Energy Center, LLC.
717 Texas Avenue, Suite 13.048
Houston, TX 77002
Attn: Director, Finance Compliance
Tel: (830) 325-1583
Fax: (830) 325-1584
And to:
Gilroy Energy Center, LLC
4160 Dublin Blvd., Suite 100
Dublin, CA 94568
Attn: Vice President, West Operations
Tel: (925) 557- 2280
Fax: (925) 479-9560
City of Gilroy
South County Regional Wastewater Authority
July 22, 2009
Page 2
And to:
Gilroy Energy Center, LLC
P.O. Box 1764
Gilroy, CA 95020
Attn: General Manager
Please update your records accordingly. If you have any questions, please contact me at
(925) 557-2236.
Sincerely,
)j(~~. ~
MafJon xsen
Paralega Manager