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PIA No. 2001-36 - Gilroy Energy Center, LLCgels Energy Center, LLC VIA FEDERAL EXPRESS May 16, 2013 City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 Attn: City Administrator South County Regional Wastewater Authority 1500 Southside Drive Gilroy, CA 95020 Attn: Authority Manager Ladies and Gentlemen: R1 Gl� 0 &0 3 717 TEXAS AVENUE, SUITE 11.051A HOUSTON, TX 77002 ECE'VE MAY 2 1 2615 By: 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 (changes are shown in bold): Gilroy Energy Center, LLC 717 Texas Avenue, Suite 11.051A 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 11.051A 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- 2224 Fax: (925) 479 -9560 City of Gilroy South County Regional Wastewater Authority May 16, 2013 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, Marjo ' Oxsen Paralegal RECORDING REQUESTED BY: City of Gilroy WHEN RECORDED, MAIL TO: Rhonda Pellin City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 DOCUMENT: 16113592 Titles :1 / Pages 56 Fees.... 172.00 Taxes.. Copies. AMT PAID 172.00 BRENDA DAVIS SANTA CLARA COUNTY RECORDER Recorded at the request of City (SPACE ABOVE THIS LINE FOR RECORDER'S USE) DOCUMENT TITLE Property Improvement Agreement No. 2001 -36 Commercial, Industrial, Institutional Gilroy Energy Center, LLC RDE # 006 2/19/2002 8 :21 AM �ALR522442.17 07- 110906943001 r� - PROPERTY IMPROVEMENT AGREEMENT COMMERCIAL, INDUSTRIAL, INSTITUTIONAL AGREEMENT FOR EXTENSIONS OF WATER DISTRIBUTION SYSTEMS: IMPROVEMENT OF STREETS: INSTALLATION OF SEWERS, STORM DRAINS AND OTHER PUBLIC WORKS FACILITIES PROJECT NUMBER 2001 -36 This agreement ( "Agreement ") is made and entered into this day of November, 2001, by and between: (1) the City of Gilroy, a municipal corporation, herein called the "City ", and the South County Regional Wastewater Authority, a joint powers agency, herein called "SCRWA ", on the one hand (the City and SCRWA being sometimes herein referred to jointly or individually as the context requires as the "Public Entities "), and (2) Gilroy Energy Center, LLC, a Delaware limited liability company, a real property owner, developer or subdivider, herein called the "Developer" or "GEC," on the other hand. WHEREAS, a final map of subdivision, record of survey or building permit (Site Clearance) application has now been submitted to the City for approval and acceptance, covering certain real estate owned or about to be acquired by GEC described in Exhibit A attached hereto (the "GEC Premises "); and, WHEREAS, GEC is installing a peaking power plant (the "Plant ") on the GEC Premises, which Plant will consist of between three and six 45 megawatt gas combustion turbines (the "Turbines ") and associated infrastructure, and the GEC Premises require certain utilities and public works facilities in order to service the premises under the minimum standards established by the City; and, WHEREAS, the first three Turbines are herein identified as "Phase I of the Plant "; 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, SCRWA is being asked by GEC to provide recycled water to GEC for cooling purposes and to accept GEC's brine discharge; 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 of the terms, covenants, conditions to be performed by Developer pursuant to this Agreement; and, WHEREAS, the Public Entities intend to construct and install certain of said utilities, consisting of a recycled water pipeline (the "Recycled Water Pipeline," as more fully described herein) and a brine return line (the "Brine Return Line," as more fully described herein), and GEC has agreed to pay for the costs thereof in accordance with the provisions hereof; and, \ALF1522442.17 07- 110906943001 �' WHEREAS, the parties intend to cause to be conducted a brine disposal study to identify a mutually acceptable, cost effective and environmentally sound method of treating and disposing of the brine proposed to be delivered to SCRWA by GEC through the Brine Return Line, including identification of a mutually agreed scope of infrastructure necessary to be built to accomplish such treatment and disposal (the "Brine Treatment Infrastructure "); and upon reaching such mutual agreement, the Public Entities intend to cause to be constructed, and GEC intends to pay for the construction of (in accordance with the provisions hereof), the Brine Treatment Infrastructure; NOW THEREFORE, in consideration of the foregoing premises and of the mutual covenants and undertakings contained herein, 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 of the City, 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, Rules 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. SECTION 2 a. GEC shall comply with each and every applicable provision in each and every one of said Codes, Ordinances, Resolutions, Rules and other Regulations and shall comply with all other applicable laws. b. GEC shall grant to the City and SCRWA without charge such easements and rights of way in form and content reasonably acceptable to the Public Entities over the GEC Premises as may be reasonably necessary for operation or maintenance in connection with any infrastructure to be installed hereunder relating to the Recycled Water Line or the Brine Return Line (or related meters and infrastructure) that is to be owned by the Public Entities. The parties shall otherwise cooperate to obtain all other easements and rights of way over other premises as may be reasonably necessary for such infrastructure. GEC shall use its commercially reasonable efforts to obtain, and shall pay all commercially reasonable amounts required for, all such other easements and rights of way, which shall be in the name of the Public Entities. In the event that GEC is unable to obtain such easements and rights of way within 120 days from the effective date hereof, in spite of using its commercially reasonable efforts to do so, then the Public Entities shall consider exercising eminent domain authority. C. GEC shall indemnify, defend with counsel of City's and SCRWA's choice and hold the City and SCRWA free and harmless from all suits, fees, claims, demands, causes of action, costs, losses, damages, liabilities and expenses \ALF\522442.17 _3_ 07.110906943001 G (including without limitation reasonable attorneys' fees) incurred by City or SCRWA in connection with (i) any damage done to any utility, public facility or other material or installation owned by the City or SCRWA and located on the GEC Premises, to the extent that such damage is done by the Developer or any contractor or subcontractor of the Developer, or any employee of the foregoing, in grading or working upon the GEC Premises; or (ii) arising or resulting directly or indirectly from any act or omission of Developer or Developer's contractors, or subcontractors, or any employee of the foregoing in connection with the work performed by them in connection with this Agreement, including without limitation all claims relating to injury or death of any person or damage to any property. d. GEC shall be responsible for constructing all improvements to be constructed pursuant to this Agreement and to be located on the GEC Premises, and the Public Entities shall be responsible for constructing (at the expense of GEC in accordance with the provisions hereof) all improvements to be constructed pursuant to this Agreement and to be located off of the GEC Premises, all of which shall be constructed and installed 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. e. On or about the date hereof, but in any event prior to discharging into the City of Gilroy sewer system or the SCRWA treatment plant, the Developer shall pay to the City or SCRWA the sum shown in Section 10 hereof, subject to the provisions of this Agreement. f. At all times during the period during which Developer is constructing any of the improvements that Developer is to construct on the GEC Premises pursuant to this Agreement, Developer shall, at no cost to City obtain and maintain (a) a policy of general liability and property damage insurance in the minimum amount of Two Million Dollars ($2,000,000), combined single limit for both bodily injury and property damage; and (b) workers' compensation insurance as required by law. All such policies shall provide that thirty (30) days written notice must be given in advance to City and SCRWA prior to termination, cancellation or modification or ten (10) days written notice due to non - payment of premium. The insurance specified in (a) above shall name City and SCRWA as an additional insured to the extent of the indemnity obligations assumed hereunder and shall provide that City and SCRWA, although an additional insured, may recover for any loss suffered by reason of the acts or omissions of Developer or Developer's contractors or subcontractors or their respective employees. Developer hereby waives, and Developer shall cause each of its contractors and subcontractors to waive all rights to recover against City or SCRWA for any loss or damage arising from a cause covered by the insurance required to be carried pursuant to this Agreement or actually carried by Developer in connection with the work described in this Agreement (but such waiver shall apply only to the extent of insurance proceeds actually paid), and will cause each insurer to waive all rights of subrogation \ALF\522442.17 _4_ 07- 110906943001 C I` against City in connection therewith. All policies shall be written on an occurrence basis and not on a claims made basis and shall be issued by insurance companies acceptable to City. Prior to commencing any work pursuant to this Agreement, Developer shall deliver to City and SCRWA certificate of insurance evidencing the required coverage. SECTION 3 The amount shown in Section 10 hereof is payable by the Developer to the City or SCRWA upon the execution of this Agreement. Other than the amounts designated for Engineering and Administration and for Sewer Development and Other Fees these monies shall be handled and used in accordance with the following paragraphs, which shall also apply to future design and construction monies for Evaporation Ponds, Percolation Ponds, or any other works of improvement that the parties agree to implement for long -term brine disposal as part of the Brine Treatment Infrastructure. 1) At least seven (7) days prior to the commencement of any design contract or consulting contract, or to the scheduled notice to proceed under any construction contract, GEC shall deposit into an escrow account a sum equal to one hundred - percent (100 %) of the agreed anticipated contract amounts plus a twenty percent (20 %) contingency amount. These monies shall be used to provide payment on the contract. Mutually agreed escrow conditions, in the form of the standard escrow conditions used by the City shall be set forth in an agreement between SCRWA and GEC. 2) Subject to the immediately following paragraph and GEC's approval rights therein, (a) prior to execution of any change order or claim awarded to any contractor, upon demand by SCRWA, additional monies will be deposited into escrow for construction change orders and/or claims awarded to the contractor that increase the total amount due the contractor to an amount greater than the monies previously deposited, as described above, and (b) the amount of the additional monies shall be equal in amount to the difference between the sum of any remaining payments plus additional change orders and/or claims and the amount previously deposited. 3) SCRWA shall have the authority to approve individual change orders up to $5,000 that do not increase a total contract amount above the original contract amount plus contingency. GEC's approval is required for individual change orders over $5,000 and for any change orders that would increase a contract amount above the original contract amount plus contingency. Approval of both SCRWA and GEC shall be required for settlement of any contract claims. 4) Upon close -out of each individual work of improvement, SCRWA will release to GEC all monies on deposit within a construction escrow account that are remaining after the filing of any applicable Notice of Completion, final payment, and the settlement of all outstanding claims on the project. Release of such funds will be made within 45 days of the date of the Notice of Completion or within 45 days of the last settlement of outstanding claims, whichever is later. Included in \ALF1522442.17 07- 110906943001 this release will be any interest earned by the deposited money that was not actually paid to contractor(s). 5) As used in this section, the term SCRWA shall include City as applicable. SECTION 4 Each of the parties shall mutually cooperate using all reasonable efforts to cause all improvements agreed to be constructed pursuant to this Agreement to be completed on a timely basis. SF.C:TTON 5 [Reserved] SECTION 6 Performance by each party of this Agreement in all material respects shall be a condition precedent to the duty of each other party to perform any act in connection with this transaction, and the failure, neglect or refusal of each party to so perform, or to pay any monies due hereunder when due shall entitle each other party, at its or their election, to enforce the performance of any provision herein, or any right accruing to such other party, or to pursue any remedy whatsoever it may have under the applicable law or the Codes, Ordinances, Resolutions, Rules and Regulations of the City or SCRWA, in the event of any such default. SECTION 7 This Agreement, together with any and all exhibits and other attachments hereto, is an instrument affecting the title or possession of the GEC Premises. All the terms, covenants and conditions herein imposed shall be binding upon and inure to the benefit of City, SCRWA, Developer and the successors in interest of Developer. Upon the sale or division of the GEC Premises, the terms of this Agreement shall apply separately to each parcel, and the Developer of each parcel, subject to the terms of Section 12(a) hereof, shall succeed to the obligations imposed on Developer by this Agreement. Notwithstanding the foregoing or anything to the contrary herein, upon the expiration or other termination of this Agreement, at the request of Developer, the City and SCRWA each shall promptly execute, acknowledge and deliver to Developer, a notice or other instrument as may be requested by Developer to confirm termination of this Agreement of record, and if further requested, a quitclaim deed with respect to any easements, rights of way or other grants in respect of the GEC Premises provided by Developer to City or SCRWA in connection with Section 2(b) or any other provision of this Agreement. SECTION 8 a. Current Discharge Grant. Commencing on the date of the payment (defined as the date of receipt of a wire transfer, if payment is made by that means) to the Public Entities of the payment referenced in Section 10, \ALR522442.17 07- 110906943001 the Public Entities hereby grant and allocate to GEC the right to discharge effluent wastewater from the Plant through Public Entity sewer lines and into the SCRWA facilities (the "Discharge Grant "). The Discharge Grant shall apply for a period of exactly two (2) years following the date of such payment. The Discharge Grant shall only apply to discharge from the first three Turbines (Phase I of the Plant). The discharge shall not exceed 130,000 gallons per day average flow, or peak flow of 150,000 gallons per day. The Public Entities acknowledge that in the event that they determine, in their sole and absolute discretion, to allow discharge from one or more of the second three Turbines during the term of the Discharge Grant, then no additional Sewer Development Fees shall be required to be paid to permit such discharge. The Developer shall measure sewer effluent amounts discharged by installing and maintaining a sewer effluent meter. Said meter shall meet City standards and specifications. b. Recycled Water Supply and Use. Following completion of the Recycled Water Pipeline, to the extent that the Public Entities supply GEC with recycled water for Plant cooling purposes meeting Title 22 standards (with the decision on the quantity of such recycled water to be solely in the discretion of the Public Entities), GEC shall use such recycled water for Plant cooling purposes (to the extent that any water is required for cooling purposes). Recycled water use is anticipated not to exceed 420,000 gallons per day average flow with any peak flow not to exceed 600,000 gallons per day. The parties shall cooperate to develop and implement procedures by which GEC shall notify the Public Entities of its expected recycled water requirements and the Public Entities shall notify GEC of their ability to satisfy such requirements. Developer's obligation to use recycled water under this Agreement is separate and independent of the Public Entities' obligations hereunder to accept brine discharge under the Discharge Grant and the Brine Discharge Grant. The Developer shall measure recycled water used by installing and maintaining a water meter. Said meter shall meet City standards and specifications Water meters are required for all landscaping. C. Brine Discharge Grant. Commencing on the date of completion and operational readiness of both the Brine Return Line and the Brine Treatment Infrastructure, the Public Entities hereby grant and allocate to GEC the right to discharge brine from the Plant through the Brine Return Line and into the Brine Treatment Infrastructure (the "Brine Discharge Grant "). The Brine Discharge Grant shall apply for an initial period of twenty (20) years, and shall thereafter be renewable at GEC's election for up to two (2) renewal terms, each for ten (10) years (i.e., up to forty (40) years total). Each ten (10) year renewal term shall be deemed to have been elected unless GEC provides written notice to the Public Entities at least one (1) year prior to the expiration of the then current term electing not to renew the Brine Discharge Grant. The Brine Discharge grant is expressly made subject to the provisions of Section 120) hereof, regarding force majeure and regulatory compliance. \ALF1522442.17 07- 110906943001 �/' d. Penalty. Overuse of sewer and water allocations shall be penalized pursuant to the Gilroy City Code, Ordinances, Resolutions, and any Rules and Regulations adopted by the Gilroy City Council. SECTION 9 The following General Stipulations shall, to the extent applicable to this Agreement, be completed subject to the approval of the Director of Community Development. Locate and properly dispose of any wells, septic tanks and underground fuel storage facilities. NOTE: The capping of any well will require inspection by the Santa Clara Valley Water District. 2. Schedule the construction of improvements along existing public roads so that the work affecting vehicular traffic is completed with a minimum interruption to traffic. Access shall be maintained to all properties adjacent to Highway 152 at all times. 3. All work within the public right -of -way shall be subject to the approval of the City Engineer. 4. Before construction utilizing combustible materials may proceed, an all weather access must be provided to within 150 feet of the building site; and at least one in service fire hydrant must be available within 500 feet of each portion of the site wherein this construction is to take place. Location of the fire hydrants will be SECTION 10 determined by the Fire Chief. The Development Cost Schedule attached hereto as Exhibit B enumerates all fees and their extensions. 2. The total amount due to the Public Entities (and payable to the City) on the date of this Agreement is as follows: Deposit against Improvements* $1,954,100.00 Engineering and Administration 34,488.99 Sewer Development and other Fees 447,750.83 Total: $2,436,339.82 (* To be placed in escrow in accordance with Section 3(1) above.) SECTION 11 SPECIAL PROVISIONS a. Fees \ALF1522442.17 07- 110906943001 For the Phase I of the Plant, GEC shall pay all fees listed in the Development Cost Schedule attached hereto as Exhibit B. The derivation of the "Deposits" and "Reimbursements" line items in the aforesaid schedule are listed below: I. Brine Disposal Study Estimated Cost: $84,300 (see Exhibit C attached hereto for engineer's scope and cost proposal). II. Brine Return Line and Recycled Water Pipeline, Phase I The Brine Return Line and Recycled Water Pipeline are to be constructed or caused to be constructed by the Public Entities with the intent of completing construction within two years from the date of this Agreement. If the Brine Return Line and Brine Treatment Infrastructure are not completed in such time frame, then, to the maximum extent possible, the Public Entities shall endeavor to extend the term of the Discharge Grant until such time as completion is achieved. If any such extension occurs, Public Entities may assess a new impact fee for the Discharge Grant calculated based upon the same formula as the initial impact fee — i.e., $17,200 per month on a prorated basis. If no such extension occurs, then the Public Entities are under no obligation to accept further brine discharge from the Plant unless and until the Brine Discharge Grant becomes effective pursuant to Section 8(c) hereof. Engineer's design, bidding assistance, and construction administration costs of the Brine Return Line and Recycled Water Pipeline, Phase I. Estimated Cost: $687,800 (includes 20% contingency added to the engineer's scope and cost proposal; see Exhibit D attached hereto) 2. Construction Cost of the Brine Return Line Estimated Cost: $912,000 (9500 feet of 6 -inch pipe @ $80 per foot plus 20% contingency) 3. Construction Cost of the Recycled Water Pipeline, Phase I Estimated Cost: $270,000 (1500 feet of 18 -inch pipe @ $150 per foot plus 20% contingency) Reimbursement due GEC for oversizing of the Recycled Water Pipeline, Phase I: $25,500 $17 per linear foot of pipe times 1500 linear feet = $25,500 (difference of $17 per foot for 18 -inch vs. 12 -inch pipe material and labor cost ; see the City of Gilroy Comprehensive Fee Schedule) \ALR522442.17 07- 110906943001 III. Evaporation Ponds Evaporation ponds are one of the possible solutions for brine discharge /treatment, another of which is Percolation Ponds (below). The final decision/solution with respect to Brine Treatment Infrastructure is subject to the approval of both GEC and the Public Entities, each of which shall work together in good faith to identify and agree upon the appropriate solution, taking into account pertinent considerations, including, without limitation: treatment effectiveness, regulatory requirements, environmental concerns, the effect on the existing SCRWA facilities, and cost effectiveness. Subject to the preceding sentence, the Public Entities shall be responsible for constructing or causing to be constructed the final mutually agreed Brine Treatment Infrastructure, and the costs thereof shall be paid by GEC in accordance with the provisions hereof. If the parties fail to agree on an appropriate decision/solution for the Brine Treatment Infrastructure, then the Public Entities may, in their sole and absolute discretion, elect to refuse to accept any discharge from the Plant, whether pursuant to the Brine Discharge Grant, or into the Brine Return Line. In the event that GEC determines that it is able to discharge and treat effluent wastewater on the GEC Premises or otherwise not need to discharge through the Brine Return Line to the SCRWA facilities, then GEC may elect by written notice to the Public Entities not to have the Brine Return Line and the Brine Treatment Infrastructure completed, in which case any amounts deposited pursuant to Section 10 hereof that are unused and uncommitted as of the date of such notice shall be reimbursed to GEC and construction of such line shall be stopped. If GEC so elects, then at the option of the Public Entities GEC shall remove all or designated portions of improvements not on the GEC Premises, including, without limitation, the Brine Disposal Line and the Brine Disposal Infrastructure, and restore the land to the prior condition. Design, bidding assistance, and construction administration costs of New Evaporation Ponds, as required, as determined by the Brine Disposal Study. Estimated Cost: To be determined and paid on completion of the Brine Disposal Study. 2. Construction cost of New Evaporation Ponds, as required, as determined by the Brine Disposal Study. Estimated Cost: To be determined and paid on completion of the Brine Disposal Study. IV. Percolation Ponds (As stated above, percolation ponds are one potential Brine Treatment Infrastructure solution.) Design, bidding assistance, and construction administration costs of New Percolation Ponds, as required, as determined by the Brine Disposal Study. Estimated Cost: To be determined and paid on completion of the Brine Disposal Study. \ALF1522442.17 -10- 07- 110906943001 2. Construction cost of New Percolation Ponds, as required, as determined by the Brine Disposal Study. Estimated Cost: To be determined and paid on completion of the Brine Disposal Study. V. Engineering and Administration. SCRWA and City costs associated with project review and coordination with public agencies, administration, permitting, and miscellaneous costs. Estimated Cost: $34,488.99 GEC shall pay a deposit of $1,954,100 to cover these estimated costs (with the Engineering and Administration costs not being considered part of the deposit). This deposit is included in the total amount due the City shown in Section 10. This deposit shall cover total Phase I (defined below) costs as understood at this time. GEC shall pay any additional Phase I monies that may be required to pay unexpected costs, subject to and in accordance with the Section 3 change order provisions above. GEC shall also pay all mutually agreed Brine Treatment Infrastructure construction costs subject to and in accordance with Section 3 above. Any funds paid by GEC in excess of the total costs shall be reimbursed to GEC. b. Recycled Water Supply GEC shall use recycled water produced by the SCRWA Wastewater Treatment Plant Reclamation Facility for all cooling purposes whenever it is available. The recycled water flow rate shall be metered, totaled, and recorded for billing and rate -of -flow determinations. GEC agrees that it will use well water for cooling purposes only to the extent sufficient recycled water is not supplied to it by the Public Entities, but in this event it must use the quantity of recycled water that is supplied. Well water flow rate shall be metered, totaled, and recorded for billing and rate -of -flow determinations. Subject to the provisions of this Agreement, GEC shall pay for the design, bidding assistance, construction administration, and construction costs of a recycled water pipeline ( "Phase I ') required to deliver water from the existing recycled water pipeline to the east property line of the GEC power plant site, a distance of approximately 1500 feet. The recycled water pipeline shall be owned by the Santa Clara Valley Water District (Water District). SCRWA agrees that it currently has the capacity to provide all of GEC's recycled water needs for three, single - cycle, 45- megawatt, combustion turbine units based on a peak demand of three units of approximately 0.60 million gallons per day (mgd). Recycled water demand in excess of 0.60 mgd, as mentioned above, will be supplied by the Public Entities if recycled water is available, in the Public Entities' sole and absolute discretion. Brine Disposal and Brine Disposal Study 3 WLF1522442.17 -11- 07- 110906943001 ,/} GEC shall dispose of blowdown from the cooling system and other waste (collectively termed "brine") to the City sanitary sewer in the short-term, and shall dispose of the brine in the Brine Return Line when it is available for long -term disposal. The brine flow rate shall be metered, totaled, and recorded for billing and rate -of -flow determinations. GEC shall verify short-term brine disposal capabilities for sewer discharge. Verification shall include ensuring that sufficient pumping capacity and backup supply capability are available. Backup supply capability shall include ensuring that standby power is available if pumped discharge is involved and at least one standby pump is available for use in the event of loss of an operating pump. The pump station shall be owned, operated, and maintained by GEC, or GEC shall have the right to operate and maintain the pump station, as appropriate. Brine return requirements shall be determined by a Brine Disposal Study to be conducted by a consultant of SCRWA's choosing. The purpose of the Brine Disposal Study shall be to determine: (1) the size and type of brine disposal pipeline; (2) the type of brine receiving ponds required at the treatment plant (either evaporation or percolation ponds); (3) the on -going operation and maintenance costs of the brine line and ponds; and (4) the cost of final disposal of salt from evaporation ponds. The existing GEC cogeneration plant brine flow shall be included in the Brine Disposal Study. GEC shall not add substances to the cooling water or other process water that: (1) during short- term disposal to the Gilroy sewer system, would render Gilroy wastewater unsuitable for reuse allowed under Title 22 of the California Code when the brine is combined with the wastewater; or (2) would be hazardous to human life or toxic to biota; or (3) would be detrimental to the beneficial uses of groundwater. GEC shall comply with U.S. EPA regulations for pretreatment of brine, as applicable, and shall comply with Local Pretreatment Limits on wastewater discharges to the sewer. d. Consulting Engineering SCRWA shall employ such consulting engineering services as may be required to perform the Brine Disposal Study, facility design, bidding assistance, and construction administration services for the Recycled Water Line, Brine Disposal Line, and Brine Treatment Infrastructure, possibly including evaporation or percolation ponds, as required. e. Monthly Fees and Charges Sewer Service GEC shall pay a monthly sewer service fee to the City. The current rates are $64.79 base rate plus $4.45 per 1000 gallons discharged to the sewer for each month. Such rates are amended by the City from time to time. Well Water (Groundwater) L?) \ALF1522442.17 -12- 07- 110906943001 7E5 i GEC shall pay well water charges to the Water District. The current rate for municipal and industrial well water is $130.00 per acre foot. Such rates are amended by the Santa Clara Valley Water District from time to time. Recycled Water Service GEC shall pay the City for recycled water according to the municipal and industrial rate set by the City. The current rate is $80.00 per acre foot. Such rates are amended from time to time by the City. Brine Treatment Infrastructure Operations Expenses SCRWA shall be responsible for the operational expenses of existing percolation ponds. SCRWA shall operate any new percolation ponds or evaporation ponds, and bill GEC for all operational and brine disposal expenses involved. The City or SCRWA shall be responsible for operation of the Brine Return Line. All of the above fees and charges (and any other fees and charges assessed against GEC) shall be determined in accordance with applicable City and SCRWA Ordinances, Rules and Regulations and shall not be assessed in a discriminatory manner against GEC relative to the other customers of the Public Entities. SECTION 12 Miscellaneous (a) This Agreement shall not be assignable by any party, in whole or in part, without the prior written consent of each other party, except that: (i) GEC may enter into the assignments and related transactions contemplated under Section 12(b) below and (ii) GEC may, upon notice to the Public Entities, assign this Agreement to any purchasers or other transferees of the Plant reasonably acceptable to the Public Entities, and shall promptly furnish any and all information reasonably requested to enable the Public Entities to evaluate the requested assignment, provided that any such consent or approval of the Public Entities shall not be unreasonably withheld or delayed. Upon any such assignment referred to in this clause (ii), following the approval of the Public Entities and the upon the providing to the Public Entities of an executed agreement, in a form reasonably acceptable to them, by the purchaser or transferee and providing therein that said purchaser or transferee expressly assumes all the duties and obligations of Developer under this Agreement, then GEC shall automatically be released and discharged from any and all liability and obligations arising out of or relating to this Agreement that arise after the date of such assignment. Any assignment which does not comply with the provisions of this Section 12 shall be null and void. (b) The parties acknowledge that the development, installation and long -term ownership of the Plant may be financed and/or refinanced by GEC with funds provided by third party lenders. The parties also agree that GEC may assign this Agreement to the lenders as collateral to support the financing and in connection with any such assignment, the Public Entities agree that (i) the lender (or its assignee or designee), upon foreclosure or other exercise of its rights as a lender, may succeed to the rights and obligations of GEC under this Agreement, and (ii) that said WLF1522442.17 -13- 07. 110906943001 lender, if it so requests in writing, shall be entitled to receive copies of certain notices hereunder relating to defaults and other similar matters that the Public Entities might provide to GEC. (c) In the event that GEC elects to cease operating the Plant, or otherwise ceases having a need for water to cool the Plant, then and in either case at the election of GEC and by 60 days advance written notice to the Public Entities, GEC may terminate this Agreement. If the Public Entities have expended funds for the works of improvement contemplated herein to be built at GEC's expense, then GEC shall be entitled to a refund only of those funds unexpended or unencumbered. Upon any such termination, at the option of the Public Entities GEC shall remove all or designated portions of improvements not on the GEC Premises, including, without limitation, the Brine Disposal Line and the Brine Disposal Infrastructure, and restore the land to the prior condition. Upon termination or expiration of this Agreement, the Current Discharge Grant and the Brine Discharge Grant shall automatically become null and void. (d) Each party represents and warrants to the other that (1) this Agreement has been duly authorized, executed and delivered by such party, and (2) such party has full right, power and authority to enter into this Agreement. (e) This Agreement shall be governed by the laws of the State of California. Any action at law or in equity arising under this Agreement or brought by an party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Santa Clara, State of California, and the parties waive all provisions of law providing for the filing, removal or change of venue to any other court. (f) This Agreement, including the Exhibits and any other attachments hereto, constitutes the entire Agreement and understanding of the parties as of the date hereof with respect to the subject matter hereof and supersedes any and all prior negotiations, agreements, understandings and representations relating thereto. This Agreement may not be amended, modified or changed except as mutually agreed in a writing executed by each party (g) The following Exhibits are attached hereto and incorporated herein by this reference. Exhibit A - Legal Description of GEC Premises Exhibit B - Development Cost Schedule Exhibit C - Engineer's scope and cost proposal — Brine Disposal Study Exhibit D - Engineer's scope and cost proposal — Brine Return Line and Recycled Water Pipeline, Phase I (h) This Agreement is the product of negotiations in which each party has been represented by counsel. Accordingly, no party shall be deemed to be the drafter of the Agreement, and there shall be no presumption in interpreting this Agreement that it is to be interpreted against any party. (i) This Agreement may be signed in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument.. WLF1522442.17 -14- jP- 07-110906943001 1` 0) A party shall not be deemed to be in default or in breach of this Agreement where failure or delay in performance of any of its obligations under this Agreement is caused by floods, unusually severe weather, earthquakes, Acts of God, fires, wars, riots or similar hostilities, strikes and other labor difficulties beyond the party's control (including the party's employment force), court actions (such as restraining order or injunctions), or other causes beyond the party's control. If any such events shall occur, the time for performance by a party of any of its obligations hereunder shall be extended for the period of time that such events prevented such performance. The parties acknowledge that the City and SCRWA facilities are regulated by regional, state, and federal agencies, and that the ability of the Public Entities to carry out their duties hereunder are subject to and conditional upon, the approval of such regulatory bodies. (k) Each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Agreement, except that Public Entities shall have no liability in money damages to Developer during the term of this Agreement or thereafter, whether in tort, contract, or any other form of action, with respect to any acts or omissions relating to the performance or breach of this Agreement (specifically including, without limitation, provision of recycled water or disposal of effluent) which are alleged to have commenced or occurred during the term of this Agreement. It is acknowledged by the parties that the Public Entities would not have entered into this Agreement if it were they to have liability in damages under this Agreement, or with respect to this Agreement or the application thereof. The parties intend by the provisions of this Section that the Public Entities shall have no liability for damages arising out of a breach of this Agreement; provided, however, as the sole exception to the foregoing limitation, that in the event that an accounting action determines that the Public Entities have misappropriated or failed properly to account for funds on deposit pursuant to Section 3, then a money judgment may be entered incidental to a decree for an accounting, but the amount of such money judgment shall be strictly limited to the amount of funds found to be misappropriated or improperly accounted for. The parties further acknowledge that money damages and remedies at law generally are inadequate and specific performance is an appropriate remedy for the enforcement of this Agreement. (1) All notices required or provided for under this Agreement shall be in writing and shall be delivered personally or by overnight courier service or sent by certified or registered mail, return receipt requested. Any notice given by (i) personal delivery, (ii) recognized overnight national courier service, or (iii) registered or certified mail, return receipt requested, shall be deemed to have been duly given and received upon receipt. Notices to the parties shall be addressed as follows: To City City Administrator City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 \ALF1522442.17 -15- 07- 110906943001 To SCRWA: Authority Manager South County Regional Wastewater Authority 1500 Southside Drive Gilroy, California 95020 To Developer: Gilroy Energy Center, LLC P.O Box 1764 Gilroy California 95021 ATTN: 0-e? 1 Ac r��L=,f With a copy to: Gilroy Energy Center, LLC c/o Calpine Corporation P.O. Box 11749 Pleasanton, California 94588 ATTN: !29-I A+4 Any notice so delivered shall be effective upon the date of personal delivery or, in the case of mailing, on the date of delivery as shown on the U.S. Postal Service return receipt. Any party may change its address for notice by giving ten (10) days' notice of such change in the manner provided for in this paragraph. (m)Upon execution of this Agreement, City shall promptly arrange for its recordation. Failure to record this Agreement shall not affect its validity or enforceability amongst the Parties hereto. Subject to the restrictions on assignment contained herein, this Agreement shall be binding upon, and shall inure to the benefit of, the parties, and their respective successors and assigns. (n) This Agreement is made and entered into for the sole protection and benefit of the parties and their successors and assigns. No other person shall be deemed a beneficiary hereof, nor shall have any right of action based upon any provision of this Agreement. [Signature Page Follows] \ALF1522442.17 -16- 07- 110906943001 IN WITNESS WHEREOF, said parties have caused these presents to be executed the date and year first above written. ATT/ 7- Rhon Pellin City Clerk APPROVED AS TO FORM: SOUTH gO GIONAL WAST WA ORIT7 AGENCY • Via, - �,.� -.s L - �..� - L " .-_„ _ A A J rew ay c a ��'. -f egal Counsel to SCRWA thor' y Manager ATTEST. / ; ,tr Paul Roy Secretary, S A IN WITNESS WHEREOF Developer has executed this Agreement as of GILROY ENERGY CENTER, LLC, A DELAWARE LIMITED LIABILITY COMPANY Name: Title: Robert L Lan *in Vice President Name: Title: NOTE: If Developer is a corporation, the complete legal name and corporate seal of the corporation and the corporate titles of the persons signing for the corporation shall appear above. DOCUMENT TITLE: Property Improvement Agreement No. 2001 -36, Commercial, Industrial, Institutional, Gilroy Energy Center, LLC STATE OF CALIFORNIA ) )ss. COUNTY OF SANTA CLARA ) November 15, 2001 On , before me, Rhonda Pei l;n, Notary PuM iG personally appeared Jay Baksa personally known to me to be the person(4 whose name( .9) is/ fie subscribed to the within instrument and acknowledged to me that he /&he/they executed the same in his/heWtkeir authorized capacity*s�, and that by his/hff/their- signature,W on the instrument the person or the entity upon behalf of which the person acted, executed the instrument. WITNESS my h: nd official seal. Signatur f ��1 per GC Sec. 40814; CC Sec. 1181 Ila P 6t> 0 �� coofflft MGoM P ' s 79" kc- STATE OF CALIFORNIA ) ss. COUNTY OF ALAMEDA ) On November 14, 2001 , before me, Phyllis Branle, Notary Public , personally appeared Robert L. Lamkin , personally known to me (e,- jgr-e+,e,4 �e ine en to be the person( &) whose name(6) (islafe) subscribed to the within instrument and acknowledged to me that (heA4e4hey) executed the same in (his'ww ii-) authorized capacity(, and that by (his4w T) signature(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 PHYLLIS BRANL.E COMMISSION 1248974 NOTARY PUBLIC -CALIFORNIA ALAMEDA COUNTY Otary Public My comrrossion expires Jan 9, 2004 Exhibit A Legal Description of GEC Premises Legal escription Real property situate in the City of Gilroy, County of Santa Clara, State of California, more particularly described as follows: Being all of Parcel B of that certain Parcel Map recorded August 28 1996, in Book 681 of Maps, at Page 5, Santa Clara County Records, and a portion of Parcel 1 of that certain Parcel Map recorded November 15, 1990, in Book 621 of Maps, at Pages 21 and 22, Santa Clara County Records, and more particularly described as follows: Beginning at the most easterly corner of said Parcel 1 of the parcel map recorded in Book 621 at Pages 21 and 22, thence along the southerly line of said parcel North 84 036'15" West, 1075.56 feet to the northeasterly corner of Parcel 2 of said parcel map; thence leaving .said southerly line, northeasterly, easterly and northerly, the following three courses: 1. North 38 °44'15" East, 70.87 feet; 2. Thence South 89 026'24" East, 392.37 feet; 3. Thence North 00 °33'36" East, 414.44 feet to a point in the southerly line of Parcel A of said parcel map recorded in Book 681 of Maps, at Page 5, said point being distant South 89 026'24" West,-34.44 feet from the northwesterly'corner of Parcel B of said parcel map; thence easterly.along said southerly line South 89 °26'24" East, 452.57 feet to a point on the northeasterly line of Parcel 1 of said map recorded in Book 621 of Maps, at Page 21 and 22; thence southeasterly along the northeasterly line the following six courses: 1. South 24 °44'06" East, 187.05 feet; 2. Thence South 01 °51'12" West, 22.37 feet; 3. Thence South 22 016'46" East, 134.25 feet; 4. Thence South 07 037'32" East, 168.89 feet; 5. Thence South 15 059'16" East, 58.15 feet; 6. Thence South 24 05921 " East, 25.16 feet to the said easterly corner of said Parcel 1 and the Point of Beginning.; Containing 7.498 acres more or less. The Basis of Bearing for this description is the California Coordinate System, of 1983, Zone 3(Epoch 1991.35). The grid bearing of the westerly line of Parcel A of the parcel map recorded in Book 621, at Pages 21 and 22, Santa Clara County Records, is North 84 °36'15" West (record North 85 °59'38" West). Multiply the distances shown hereon by 0.9999860 to obtain ground level distances. Scott R. Tikalsky, PL 08 License Expires 12/31/04 Exp. 12 -31A �j„_ No. LS #7608 Date IICABERNETIGROUPSITBGISURVEYICALPINEIGILROYID OCSILEGALDESCRIPTIONOFSLYPARCELGRID .DOC LAST PRINTED 051241018: 0 P.0.B: S24'59'21 "E 0 120 240 360 S15'59'16 "E 25.16' 58.15' 1" = 120' So�•s7'32 ">r S01 *51 "2"W 22.37' 522 x.25'' Ob, :AREA- 5.43 ac L :TOTAL AREA= 7.498ac� N; oQ . 510 300.00' �l N��,,, U-) 1 �-' »A„ r�lF�r'� � uj O N O, O: W t7 N AREA- 2.066a'cf N N :PROPOSED ;PROPERTY LINE 40 Ld (n S89'26'24 "E; Co X34; 44; z 300.00' .S0033'36, "W b N00.33'36 "E 414.44' 0 :°- o 3 Co J--2J N00'33'36 "E 185.00' 14.26' 5.00' \� N EXISTS EXIST EASE. \ K:`��tiy .'. \�� 0.56-INTO BLDG BUIIDINGBUILDING 5.00' Exhibif13" Exhibit to accompany Legal Description Parcel B PM 681/5 & Portion Parcel 1 PM 621/21 -22 N38.44'15 "E 16 -Mav -2001 Gilroy Grid.dwg 70.87' (� ILL Legal Description Real property situate in the City of Gilroy, County of Santa Clara, State of California, more particularly described as follows: Being a portion of Parcel 1 of that certain parcel map recorded November 15, 1990, in Book 621 of Maps, at Pages 21 and 22, Santa Clara County Records, and more particularly described as follows:. - Beginning at the most northwesterly corner of Parcel A of that certain Parcel Map recorded August 28, 1996, in Book 681 of Maps; at Page 5, Santa Clara County Records, thence _}proceeding in a southerly- direction -along the westarly line of said parcel - the - following four- - courses: 1. South 21'41'45" East, 507.78 feet; 2. Thence North 89 °26'24" West, 45.35 feet; 3. Thence South 00 022'23" West, 150.00 feet; 4. Thence North 89 °26'24" West, 61.00 feet to the westerly corner of said parcel; thence leaving said parcel line and proceeding in a northerly direction, the following eight courses: 1. North 00 °33'36" East, 4.00 feet; 2. Thence North 89 026'24" West, 25.80 feet; 3. Thence North 00 °22'23" East, 132.15 feet; 4. Thence North 89 037'37" West, 15.00 feet; 5. Thence North 00 °22'23" East, 77.40 feet; 6. Thence North 89 °37'37" West, 52.91 feet; 7. Thence North 22 °48'04" West, 269.07 feet; 8. Thence North 00 15'57" West, 159.39 feet to a point on a non - tangent curve to the right having a radius of 2945.04 feet, a central angle of 02 016'30" and a radial which bears North 00 041'39" West, also being the northerly line of said Parcel 1 of the parcel map recorded in Book 621 of Maps at Pages 21 and 22, Santa Clara County Records; thence along said curve, an arc length of 116.94 feet to the Point of Beginning. Containing 2.046 acres more or less. The Basis of Bearing for this description is the California Coordinate System, of 1983, Zone 3(Epoch 1991.35). The grid bearing of the westerly line of Parcel A of the parcel map recorded in Book 681, at Page 5, Santa Clara County Records, is South 21'41'45" East (record North 23 005'08" West). Multiply the distances shown hereon by 0.9999860 to obtain ground level distances. Scott R. Tikalsky, PLS 7 License Expires 12/31/04 A Exp. 12- 31 -D__ No. LS #7608. IICABERNETIGROUPSITBGOURVEYICALPINEIGILROYV =I LEGAL DESCRIPTION OF PARKING LOT PARCEL GRID.DOC Date LAST PRINTED 0511 0 120 240 P.O.B. �• LA °�•" AREA =2 046ac� PROPOSED = N89'26'24 "W PROPERTY LINE 45.35" N89 37 37 W N 52.91' o o, NN N89'37'37 "W City of Gilroy 15.00' �; o County of Santa Clara �'. :N00-33'36 "E: $ State of California Exhibit" B" N Exhibit to accompany ;6; off'rw Legal Description Portion Parcel 1 PM 62121-22 16 -Mav -2001 Gilroy Gdd.dwg N89'26'24 "W 25.80' I it? q / q Exhibit B Development Cost Schedule 10/04/01 THU 11:28 FAX 408 846 0500 CITY OF GILROY Exgzar-r 8 CITY OF GILROY COMMUNRY DEVELOPMENT DEPARTMENT ENGINEERING DIVISION FINAL COST SCHEDULE ENCOMPASS NO: E1 IV, W -09 DATE: �9�ltRi -�Ii� NUMBER: 2007 -76 PROJECT LOCATION: Gltroy Enettgy Center, Phase [ PARCEI, NUMBER: 44147 -T4, "1 -17 -77 and Pardons of $41-17-7111 and 841 -17 -79 OwNeFvDEvELVPER: Bryan-BOeWad i, Vigo Presidenk Westent Region Operations, Calpine Corporation Mai ING ADDRESS: 6700 KOM Collor Parkway, Suite 200, Pleasanton, CtlMfomia 94566 TELEPHONE NO: 026) 6004=1 PREPARED BY: I ICk Smeller (406) 846-0450 Post -RO Fax Note 7671 °a1el� O moo► To Amount pesuiptlon: 100-2601- 0000 - 3825 Co,/Dept. $7, 112.80 Co. Phone # Special Public Works 3AN Phone # F � , Fax # Acwant No. Key Code Fee: Crodlts: Amount Due: Amount pesuiptlon: 100-2601- 0000 - 3825 4904 $7, 112.80 $0.00 x7,11280 Special Public Works 3AN 100 - 2601 -0000 -3605 4702 $0.00 S_ 0.00 $0.00 Engdng Pun Check & Insp Qftkidud with deposis) 410- 2600 -0000 -3660 3302 $0,00 x0A0 r $0.00 Paris Dewaloprnent Fee 420 - 2600-0000 - 3660 4501 $25,007,03 $0.00• $25,607.03 Storm Oevelopmwd Fee 431- 2600 - 0000 -3660 5001 $0,00 $0.00 ' S0.00 Utility Undargrounding Fee 432- 2600-0000 -3660 3301 $0.00 $0.00 $0.00 Sir Trov Devolopmvrd Foo 433 - 2600-0000 -3660 4905 $1,89200 $0.00 $1,892.00 Trams Impeq Fee 4342600 - 0000 - 3660 4402 5117.00 $0.00 $117.00 Police Development Fee 435 - 2600 -0000 -3660 4500 $412,800.00 $0.00 $412,800.00 Sower DeveloprnerdFee 436- 2600-0000 -3660 4510 $0.00 $0 -00 50.00 Water Development Fee 437- 2600-0000 -3660 4511 $18.00 $0.00 $18.00 Fke Development Fee 438 - 2600 -0000 -3660 4512 $204.00 $0.00' $204.00 Pubic Facilities Impact Fee 720. 0433- 0000-W20 2202 $0.0o SQ.04 $0,00 CAXM Water 1.1" Fbe sot- 2601- PWD0 -3e99 4703 $1,988,588 -99 $0 -00 $1,888,588.99 Depoeke (see summery Bekwv) Dope a to Esc�wr $1,954,100.00 Depoak to Admin $34,488.99 (See Improvement ABreemen ) Totals ................ $2,438,339.82 50.00 S2.436,339.82 COST SCHEDULE (1) i T tIei CALPI NE.xis 10/04/01 THU 11:28 FAX 408 846 0500 CITY OF GILROY CITY OF GILROY COMMUNITY DEVELOPMENT DEPARTMENT ENGINEERING OWION FINAL COST SCHEDULE ENCOMPASS No: E1 rOl 060009 0002 OATIE: 29-1un -2001 NUMBER: 2001 -36 PROJECT LOCATION: Gilroy Energy Center, Phase I PARCEL NUMBER: x41-17 75, "147 -77 and Portions of "147-73 and 34147 -79 OMERIDEVELOPER: Bryan Ekwtuxlli, price PresldwfT V1 eMM Region Operations, Calpine Corporation MAIUNG ADDRew: 8700 Kola Center pathway, Suite 200, Pleasanton, CaMbmin 94566 TELVMNE NO: (825) 600-2300 PREPARED BY: Rick Snufter (408) 84044 COST SCHEDULE TYPE: PRELIMINARY ESTIMATE ?.t FINAL FEES? Y INCENTIVE AGREEMENT? N DEFER PARK, POLICE, FIRE & PUBLIC FACILITY FEES ? TO PERMIT? N TO FINAL? N DEFER SEWER, WATER, TRAFFIC FEES ? TO PERMIT? N TO FINAL 7'W NOTE: This Feel Cost Schedule has been adjusted to the rates aumanty In erect. Stte Information: Acres: Loll: Units: N Realdentlel-14w ? 0.0 0 6 N Residentlol4f18h ? OA 0 0 N Commarcla4Low? OA 0 N Cornmerclel -FNgh ? 0.0 0 Y IrduskloW neral? 14.6 4 N Induskial- Weretrouse? 0.0 0 N Aeaemtrty Hall? 0.0 0 Common Amu? 0.0 CommerciaVlndustrioi Allocations: Sewer GPO: Water GPD! 240,OW 0 Reimbursements and credits: N Country Estates Water Sysww N Sou"Wast Quearalll Hydrology Stud N Country Estates Sewer System? N Obato Industrial Park Create? Front Footage for Front Fool Charges and Construction Water: Street Tree FF: Water FF: Sewer FF: Stem FF: 0.0 0.0 0,0 0.0 Special Public Works Services 100 - 2801 - 00003025 Maps: 1;MW $3,495.00 + $15.00 / lot Parcel $1,350.00 + 015.00 / lot Reapportionment (Assessment DKAW Parcels) $2.190.00 + $20,00 / 101 Plus Customer assessment consurant Administration Fees: Country Estates Water System (Not Irr kW4$) Country Estates Sewer Trunk Main (Not InGUded) Southeast Quadrant Hydrology Study (Not IncWded) COST SCHEDULE N $0.00 N $0.00 N $0.00 :O.OQ Y $0.00 Y Y 30,00 Sq Ft: 0 0 1,006 Q 0 0 Construction Water FF: 0.0 $7,112.00 Fee ID N -FINALM Fee ID N-PARCELM Fee 10 N•A$S6SM Foe ID N- WR -RESAD Fee tIl NzS.RESAD or mSS -CAAD Fee 10 N.SO.OUADA --,,) 2/I CALPINExIs 10/04/01 THU 11:28 FAX 408 846 0500 CITY OF GILROY Miscellaneous Engineering %eNkes: (Cost Schedules, AgroWents, RAN RoMm and Olhcr Misc. Services) 60 hr Misc Services $88.91 / hr. Y 27,112.80 Fee ID N-MISC or N -bY3CF Engring Plan Check and Irnpedlcn 100-2801.0000-3605 (based on total cost of public right-O-VAMy Improvements) 2 hr Slat gradlrg and $88.91 / hr. N. $0.00 Fee ID N- GRAOIN$P yr N- GRADINSF mkmpacnon charges Fstinmted Cast of Pubic Improvwants $0 0% of first $5,000 12%. 55,000 $100,000 Y 10% 5700,000 $200,000 Y 8% over $200,000 Y OffsCa Improvements to be Bonded 30 Park Imped Fee 410 - 2600 -0000 -3660 i0 -00 $0,00 $0.00 Foe ID N- PLANCK or N42LMCKF a,RWA"tlaELow $8,269.00 / unit Y S0 -00 Fee 1D N- PARKALO h,ResldentlaHHlgn b.Raeldenuawkp 55,906.00 / unit Y $O.OD Fee ID N- PARK -RHD Stone Drain Impod Fee $0.00 420-2W" MO-3M a.Rcskkn tlal -Low $781.00 / acre h,ResldentlaHHlgn $1,172.00 / acre aCommerclel $1,363.00 / acre d1ndustrlal $1,758.00 / acre e.Asawn*Mae $751,00 / aae Obsta Industrial Paris Credis (Based on ralmbuisements due from oversized storm McKi s) Obats Fee Cmdt $1,170.00 / acre COST SCHEDULE (3) Y $0.00 Fee 10 N-504RLD Y $0.00 Fee ID NSD -RHO Y $0,00 Fee 10 "D-C OM Y $25,607.03 Fee ID NSDdND Y $0,00 Foe ID N-SD AH $0,00 325,607.03 Y $0,00 Fee ID NSD-OBATA CALPINE -As Z 003 10/04/01 THU 11:28 FAX 408 846 0500 Utlilly Underground Fee $126.09 / 1.1. x CITY OF GILROY 431- 2800-0000 -3660 Front Footage Y 0.0 = $0,00 Fee ID N -UTUNO of N- UTUNDSF $0.00 Street Tree Fee 432 - 26004000 -3660 Front Footage a.Cky Planting and Ropl cenfoOl 52.56 / tt x N 0,0 50.00 Fee ID N•TREEPLNT h.lnWetion ante Replacement ':':."..- ............... . ................. - -- -- - - --- -- $0.30 / Elx Y 0.6 =mow $0.00 Fcc ID N-TREEINSP Tmlfic Impact Fee a.Res)denllal -Lan d,Reshlentift 4p o.COmmercial -Low Traft (�,- 4 trlpaM000 st) d.Commer ial -High Tn31kc (} 4 tripstt 000 at) c,lndusfdsWjanerel T.I ndustrtal- W�Irthou so Peke Impact Foe aResiderdial -Low o.ReMentlat-High c.Gomrrmmk l d.I ndustrlal COST SCHEDULE (4) $117.00 $0.00 Fee ID N-POLC -RLD $0.00 Fee ID N-POLC-RHD $0.00 Fee ID PO`POLC -COM $117.00 Fee 10 N•POLC•INU j^( _ CALPINE.xls Z 004 433.2800-0000 -3660 $1,969.00 / unk Y $1,892,00 $4,381.00 / unk Y• $0.00 Fie ID N- 1RAF -RLD $3,851.06 t unk Y; $0.00 Fee ID N•TWAND $4,848.00 / ks.L Y $0,00 Fee ID N- TRAF -CLT $9,791,00 / ks.T. Y $0,00 Fee ID N- TTW -CHT $1.892.00 / k-sl Y 51,89200 Fee ID N- TRAF4G 51,394.00 / ks.t Y $0.00 Fee 10 N- TRAF4W (4) $117.00 $0.00 Fee ID N-POLC -RLD $0.00 Fee ID N-POLC-RHD $0.00 Fee ID PO`POLC -COM $117.00 Fee 10 N•POLC•INU j^( _ CALPINE.xls Z 004 434 - 2600-0000 -3660 $1,969.00 / unk Y $3,003.00 / unk Y 52,821.00 / ks.f. Y 5117.00 / ks.t Y (4) $117.00 $0.00 Fee ID N-POLC -RLD $0.00 Fee ID N-POLC-RHD $0.00 Fee ID PO`POLC -COM $117.00 Fee 10 N•POLC•INU j^( _ CALPINE.xls Z 004 10 /04/01 THU 11:28 FAX 408 846 0500 CITY OF GILROY Z005 Sewer Imped Fee 435 - 2600 -0000.3690 $412,800.00 a.Reakwmtj9l -LoW $5,371.00 / unk Y $0.00 Fur ID N -.&"LD b.ResiderdlabHlgh $3,636.00 / unit Y $0.00 Fee ID N-G&MD c- Cammerowndustriel $172.00 l agpd T $412.800.00 Fee ID N-66-CA County Estates -*^W Trunk Main Y 50.00 Fee 10 N- W -RESCG or NSS-C/ICG (Nei Included) Obsta industrial NFKCrWb ( Based on reimbursements due Rom W#Mkod :alter tadltlm) Opera Fee Ctedd $531.00 / sae Y $0.00 Fee ID NSSOBATA Water Impact Fee 435.2600.0000 -0860 $0.00 a- Reskiential -Low 52,035.00 1 unk Y 50.00 Fee 10 mwAT94 tw b-ResidentleWigh $1,453.00 / unk Y.: 50.00 Fee ID N- WAT'R -RHD c.Corrmtercl lllndustrta $3,092.00 / kgpd Y $0.00 Fee ID N- WATR -VA Obeta Industrial Park cwRs (Based on reimbursements due from owemmed water 1acOW) Dhata Fes Ctvdk S154.00 / acre . Y' 50.00 Fee ID N- WR -0IkAYA Fire Impact Fee 43'1.2500.0000 860 $10.00 a.Reslderifti -Low 5164.00 / unk Y $0.00 Fee ID N- FIRE -11:11D b.RftM0nWHIgh 5234.00 / unit Y $O.OD Fee ID N- FIRE -RHD c.Commrxclal $145.00 1 kat Y $0.00 Fee ID N-FIRE -COM d-Industrial $18 -00 / ka -f. Y. $15.00 Fee ID N- FIRE-IND Puwc Facilities Impact Fee 438- 2600 -0000 -3860 $204.00 a.Reamerdlal $1,051.00 / unit Y $0.00 Foo ID N- PF-RES b.Comrnardat $29200 / Icst Y $0.00 Fee ID N-PF -COM c.IndustrlsManeral $204,00 / k.$.r. Y' $204.00 Fee ID N-PF40 d.industrlal.Warehouse $204.00 / ks.f. Y $0.00 Fos ID N43F4W Water tlsw Fee (Construction) 7204)433 -00003620 N . $0.00 52.76 1 Lt: + 5168.14 1 a-c. Fee ID N- CONWATFF and COST SCHEDULE (5) / -j r,;,Ie( ,r CALPINE XIS 10/04/01 THU 11:29 FAX 408 846 0500 CITY OF GILROY IN06 Front Foot Charges: Half Pipe (Used to chafge and nainbuBe ices Ibr existing Inhastructurc) Water Mein $12.00 Water Mains, including fire hydrants, vaMes and box: (Developm Is responsible Tar up to and including 12' mains) $12.50 Hai Pipe 10 Inch 6 Inch Main $12.50 / ff. x 8 Inch Main $13.50 / Ef x 10 inch Main $15.00 / f.E x 12 Inch Main $10.50 / ff. x 14 inch Main $18.50 / LE x 16 Inch Main $21 -DD / U x 18 Mich Moir $25.00 / ff. x 24 inch Main $31.50 / ff. x 30 Inch Main $37.00 / EE x 36 Mich Main $43.50 / EE x Country Estates wafer System (Not Included) $ewer Sewer Mahn, Including manhole: (D MMbpa Is responsible for up to and Including 12" mains) Country Estates Sewer Trunk Main (Not Ir"Wed) [iii 11 -?'136111 y 801.2901- PW10389lt Frond Footage Half Pipe N 0.0 - 6 inch Mein $12.00 / LE x 8 inch Mein $12.50 / EE x 10 Inch Main $14.00 / Et x 12 inch Main $15.50 / f f. x 15 inch Main $19.00 / f,L x 18 Mach Main $24.00 / f.E x 21 Inch Main $28.50 / ft x 24 inch Main $33.00 / ft x 27 inch Main $36.50 / f f x Country Estates Sewer Trunk Main (Not Ir"Wed) [iii 11 -?'136111 y 801.2901- PW10389lt Frond Footage N 0.0 - $0.00 Fee ID WWR06.12 N 0.0 = $0.00 Fee ID WWR08.12 N 0.0 = $0.00 Fee ID N-WRID -1/2 N 0.0 . $0 -00 Feu ID N-WR12 -112 N 0-0 . $0.00 F66 ID N- WR14.112 N 0.0 50.00 Fee 10 N- WR10-112 N OA $0.00 Fee ID N- WR15 -12 N 0.0 - $0.00 Fee tD 14•WR24 -12 N 0.0 - $0.00 Fee ID N- WR30.12 N 0.0 - $0.00 Fee ID N- WRifi -1rz Y $0.00 Feu ID N-WR -RESCE 801.2601.13WDO -3m Front Foologe N 0.0 $0.00 Fee ID NSS08 -12 N 0.0 $0.00 Fee ID NS508 -12 N QO m $0.00 Fan 10 NSS10 -12 N 0.0: 50.00 Fee ID N-SS12 -112 N 0.0 $0.00 Foe ID NSS15 -112 N 0.0 a $0.00 Fee ID NSS18 -12 N 0.0 = $0.00 Fee ID N49SZ11-12 N 0.0: = $0.00 Fee ID NSS24 -12 N 0.0 - $0.00 Fee ID NSS27 -12 (6) $0.00 $0.00 Y' $0.00 Fee ID NSS-RESNH and WSS-RESCE or Fee 10 N- SS -CANH and N -SS -CAGE (lq f - - LPINE'xIs 10/04/01 THU 11:29 FAX 408 846 0500 CITY OF GILROY Streit lrnprovements 801- 2601 -PWD0-3889 N 0.0 - 18 Inch Pavement $20.00 Square Footage 21 inch Main WAG an 9* AB 52.57 x b.p 50.00 Fee ID N.WR.3/08 3" AC on 10" AB 52.89 x 0.0 - $0.00 Fee ID N -STR -3110 r AC an 12` AS $3.18 x 0,0 - $0.00 Fee ID N -STR -3112 r AC on 1 •r` A$ 53.05 x 0.0 - $0.00 Fee ID N -STR -3115 $29.50 1 r,r, x Square Footage Mein $33.00 $IOSwa1k 4' on 4' $4.72 x 0 0'• _ $0.00 Fee 10 N- STRS/W and driveway Maln $39,50 / 1,1, x 60 Inch Mein $43.00 Front Footage fib Inch Maln Curb/Cutler an 6" $15.33 x 0.0 = $0.00 Fee 14 N- SIR -C/0 / U. x Storm brain 801- 26014PWDO -3899 Storm Mains, including manholes and catch basins: (Developer Is regpor 010 fOr Up l0 and MdUdiho 24' main) Front Footago No Pipe N 0.0 - 18 Inch Main $20.00 / it x 21 inch Main $22.00 1 it x 24 tnch Mein $23.50 / ff. x 27 Indr Main $25.00 / tf x 30 inch Mein $26.50 / f f x 33 inch Mein 528.00 / ff. x 30 Inch Maw $29.50 1 r,r, x 42 Inch Mein $33.00 1 it x 48 Inch Main $36.50 / ft x 54 Inch Maln $39,50 / 1,1, x 60 Inch Mein $43.00 1 Lt. x fib Inch Maln $46.00 / Cf. x 72 Inch Main $49.00 / U. x Front Footago N 0.0 - $0.00 Fee ID N- SD18 -1/2 N 0.0 . $0,00 Feb ID NSD21 -1/2 N O.0 - $0.00 Fba ID NkSM4 -112 N O.p • $0.00 Fee ID "D27 -112 N 0.0 • $0.00 Kee try N- $030.112 N O.0 = 50.00 Fee ID NSO33-112 N O.D - 50.00 Fev ID N- SD36-1R N 0.0. - $0.D0 Fee ID NSD42 -1 /2 N 0.0 - $0.00 Fee ID NSM-1/2 N 0.0 - $0.00 Fob ID NSD54.1/2 N 0.0 . $0.00 Fee ID N- 9060.1/2 N 0.0 - $0.00 Fee 10 N- $066 -1/2 N 0.0 - $0,00 Fee ID NSD72 -1/2 C05T SCNpDULE (7) Ca 007 $0.00 $0.00 CALPINE -As -V-. -- - 10/04/01 THU 11:29 FAX 408 846 0500 CITY OF GILROY 01008 78 Inch Main 55200 / ff. x 84 Inch Win $55.00 / f f. x 90 Inch blsin 558.00 / ff. x 96 Inch Main 561.00 / ff. x Southeast Qumdnud Hydrology Study (Not Included) Fee iD NSD-0UAD N O.D $0.00 Fee ID N-SD78 -72 N 0:0 $0.00 Foe ID NSD84-1/2 N 0.0 a $0.00 Fee ID N- SD90 -112 N 0.0 . x.00 Fee ID NSDwlr2 Y $0.00 Fee iD NSD-0UAD NOTE: AN debrod and/or estimated fees wO be adjusted to the rates in MW at the &M Buiding Permits are keaued. The undersigned agrsei to pro tMo actual wn*uction cocks for nwalcratetlon of fees and pay any undetasfimecd fees prior to fine[ acceptance. If the recelarbted fees are legs then the estlmale, the Cly, of GlImy wN ndund the dMemnea. Sme grad" and reimspectlon chagus including reirspedian of backyard dMkoge VA be hped of the Enginewing DMWon hourly rate in aRect at the time or ngpection. Aece"Od W. Date: COST SCHEDULE (8) PIZ, Y/1 CALPINE_xis 1C/04/01 THU 11:29 FAX 408 846 0500 CITY OF GILROY 0-king 50"uia (Used to m1mburse oversized inUeatnxxure) Total Oversized Water, Sower and Storm Drain Main Reimbursoment $25,500.00 Total t w-k Md Wafer Man ReinbeaaeMent Wevebpor is respornainle for UP to and Indwing 12" metre $33.00 1 fool) $25,500,00 Overs¢sd Mlnlmum 12' main Oversized Full Pipe $4W FUN Pipe $Afoot gverslMd Footage Reimbursement 14 iw n Main $37.00 - $33.00 X 0.0 - $0.00 N 16 Inch Man $4200 •533,00 X 0.0 - $0.00 N 18 inch Main $60.00 -$33.00 X 1,500.0 - $25,500,00 Y 24 Inoh Man $63.00 • $33.00 X 0.0 = $0.00 N 30 inch Main 574.00 - $33.00 X 0.0 - $0.00 N 36 inch Main 587.00 - $33.00 X _ 0.0 - 30.00 N Total oversized Sower Man Reimbursement (Devebpw is responsbie for up to and including 12' males $31.00 / foot) $0.00 Oversized Minimum 12• male Oversized Full Pipe $rtod FUN Poo Shoot Oversized Footage Roimbumernent 15 Inch Man $38 -00 - $31.00 X 0.0 - $0.00 N 18 MCtt Malt $48.00 - $31.00 X 0.0 - $0.00 N 21 Inch Malt $57.00 - $$1,00 X 0.0 50.00 N 24 lunch Main $66.00 • $31.00 X, 0.0 - 30.00 N 27 inch Man 573.00 -S31.00 X 0.0 = $0.00 N Total Oversized Storm Drain Mein Reimbursement (taevebper Is responsibio for up to and including 24- maths 523,50 / foot) $0.00 OM% txd Minimum 24' main Ovets¢ed FUN Pipe Mad FUN Pipe $fw Oversited Footage Reinbureement 27 inch Man 525.00 - $23.50 X 0.0 = $0.00 N 30 nch Main 526.50 - $23.50 X 0.0, = $0.00 N 33 inch Main $28.00 $23.50 X 0,0 = S0.00 N 35 inch Main $29.50 - $23.50 X 0,0 - S0.00 N 42 inch Main 533.00 - $23.50 X 0.0 - $0,00 N 48 Inch Main $36.50 - $23.50 X QO a $0.00 N 54 Inch Mein $39.50 - $23.50 X 0.0 = $0.00 N 60 Inch Man $43,00 - $23.50 X 0,0 = $0.00 N 66 inch Mein $45.00 - $23.50 X 0.0 = $0.00 N 72 nca Man $49.00 - S23.50 X 0-0 - $0.00 N 78 inch Main 552.00 - S23.50 X 0.0 - $0.00 N 84 inch Main $65.00 - $23.50 X 0.0 - $0.00 N 90 Inch Main $59.00 - $23.50 X 0.0 - $0.00 N 96 Inch main $61.00 $p,50 X 0.0 $0.00 N - 7 PIPELINE OVERSIZE REIMBURSEMENT SCHB)ULE (1) �C\ [a 009 CALPINE,xis Exhibit C Engineer's Scope and Cost Proposal- Brine Disposal Study X0/04/01 THU 11:29 FAX 408 846 0500 CITY OF GILROY TO: Rick Smelser DATE: July 3, 2001 FROM: Dennis Geilerman FILE NO.: SUBJECT: Calpine Recycled Water Study CLIENT: SCRWA INTRODUCTION Calpine builds and operates electric power generation plants. They are constructing a new generation facility in Gilroy. SCRWA staff has met with Calpine to develop a framework for service conditions for recycled water and sewer service. The purpose of this study is to evaluate the impacts and solutions to reduce the impacts of total, dissolved solids (TDS) which are concentrated in the return cooling water flows discharged from the Calpine facility. The scope of this study includes the following tasks: 1. Define the Recycled Water Impacts For the Various Calpine Scenarios 2. Define the Impacts of TDS to Reclamation Uses 3. Evaluate Options to Reduce IDS Impact 4. Select and Develop Recommended TDS Option 5. Project Report Presented below is the scope of work to prepare this study. Define the Recycled Water Impacts For the Various Calpine Scenarios The purpose of this task is to define the impacts of serving recycled water to Calpine on the existing recycled water system and define the improvements required, including the reclamation plant expansion, recycled water distrnbution system improvements. Calpine has presented several planning scenarios that require different amounts of recycled water. We will estimate the various demands for the various scenarios, and estimate the costs and schedule of expansions. Calpine will be served recycled water for cooling water. The estimated water demand is about 85 gpm per 45 megawatt generating unit. The following planning scenarios are proposed by Calpine: 1. Calpine's existing unit at Gilroy Foods 2. (3) 45 Megawatt Units Fall 2001 ( Single Cycle) 3. (6) 45 Megawatt Unit Fall 2002 (Single Cycle) 4. (4) Units + (2) Steam Turbines (Combine Cycle) [a 010 10/04/01 THU 11:30 FAX 408 846 0500 CITY OF GILROY Define the Impact of TDS Policy for recycled Water The purpose of this task is to evaluate the impacts of returning the cooling water blow down and RO brine to the WWTP. These return flows are high in TDS and can impact the quality of the recycled water and plant effluent. We will estimate the range of TDS impacts based on several brine disposal scenarios including to the sewer, and separate disposal to evaporation ponds or percolation ponds. We will prepare an evaluation of the sensitivities of existing and potential recycled water uses to TDS. We will use the services of an agrouomist/soil specialist. Each of the existing recycled water users will be contacted to discuss their special water quality needs. A presentation to the SCRWA Board will be made to discuss policy issues the impact of high TDS sources to the sewer. Evaluate Long -term Options to Mitigate 'TDS Impact Based on the TDS loading being discharged from Calpine we will develop options available to SCRWA and Calpine to mitigate the TDS impact. These options include the following: • Separate Brine Pipeline From Calpine To The SCRWA Plant • Bypass The Brine Return To Mix With The Plant Effluent To The Percolation Ponds • Separate Percolation. Ponds • Separate Brine Evaporation Ponds and Salt Disposal • Maintaining Existing Disposal To Gilroy Food Ponds These options will be evaluated for cost and impacts to SCRWA operations. We will coordinate with the RWQCB and SCVWD to define the regulatory and implementation constraints. We will assist the SCRWA in negotiation with the RWQCB. Select and Develop Recommended The TDS Option Based on the evaluation of the TDS options, a recommended option will be selected. The selected option will be developed including cost estimates, site plans, and implementation constraints. Project Deport A Project Report will be prepared to document the analysis, evaluation, and recommendations. The report will include site plans, cost estimates, and implementation. constraints. ASI 7 10/04/01 THU 11:30 FAX 408 846 0500 CITY OF GILROY X1012 CD co t- m M ^N—nO N N m Cp r-: O N r ODD � IAH�us� O °o �C oo O co 40). C O � V �L GOD CD a 4'�40 a a 0, z cvc0'.0, 4 a W z a IWL� NM my m �1 W �W Ow b (GOON Nrfd OD CV) W N (a z W nw V it "n p C3 C5 �OGGocODNQN Ln 4, W Q 0 90 w V t, w g a 0o 0 w 0 ��w U o 00 F- is � o U t5 E � a MU m a� n m 3'ao� c— N ?a C W ~ = w P.-'Q a °� n W v 0 e -- se W °c° 0 o� LL a w1 I m m 0.6 j t.%4) aT9 to « a� w C C• �Et °n w(3 HI OWinV1b F ��rgci�AQdU la Exhibit D Engineer's Scope and Cost Proposal- Brine Return Line and Recycled Water Pipeline, Phase 1 10/04/01 THU 11:30 FAX 408 846 0500 CITY OF GILROY t,,(u:r3yT SOUTH COUNTY REGIONAL WASTEWATER AUTHORITY SCOPE OF WORK FOR PROPOSED RECYCLED WATER PIPELINE AND BRINE RETURN LINE FROM THE WWTP TO CALPINE'S PROPOSED GILROY POWER PLANT Revision Date: October 1, 2001 Montgomery Watson Harza will provide professional engineering services for master planning, final design, bidding assistance and construction management services for the recycled water pipeline and cooling water return line from the South County Regional Wastewater Autbority's (SCRWA) WWTP to Calpine's proposed Gilroy Power Plant located approximately 9,500 feet in the northerly direction. The project has been separated into two tasks, with Task 1 involving an 8,000 foot brine pipeline that runs northwest along Engle Way, turns northeast along Southside Drive then turns northwest and parallels Miller Slough to the turnoff to the proposed power plant site. Task 2 involves 1,500 feet of recycled water pipeline from the Task 1 turnout to the entrance of Calpine's facility with a brine return line extending back to the turnout and located in the same trench as the recycled waterline. Task 2 also includes a planning phase to determine potential non- potable water demands in the easterly direction of the proposed power plant. This revised version of the scope of work and budget includes an Optional Task.3, which includes design, bid and construction management services for the $,000 -foot recycled water with work to be performed at a later date. Please note that to include this task at a later date would cost $271,440, which is primarily attributed to duplicated field inspection time and construction management services. Alternatively, including the 8,000 -foot recycled water pipeline as part of the work being completed as part of Tasks 1 and 2 would reduce this cost to $85,000, which is primarily attributed to being able to combine contract documents, bidding activities and construction management services. TASK 1.0 - 81000 -FOOT BRINE RETURN PIPELINE Task l includes design, bidding and construction phase services for this preliminarily sized 6- inch return line, which extends primarily along .Miller Slough. Task 1.1 Final Design 1.1.1 initial Meeting with SCRWA and Project Team — initially meet with SCRWA and the Project Team to review the scope of required services, design criteria and expectations, obtain background information, and establish schedule for completion. This task will include one .field visit. 1.1.2 Agency Coordination — Complete permitting requirements and participate in the partnering process with interested parties. Two trips to Gilroy are assumed for this task_ 1.1.3 Background Review - Review related pertinent project information including previous project correspondence, SCRWA requirements, SCRWA's existing facilities, Calpine's proposed facilities and other related information. 1.1.4 Ynitial Field Investigations — Perform necessary initial field investigations. These investigations include: Page 1 0 U013 a-0. -I 10.14 Now r- 10/04/01 THU 11:31 FAX 408 846 0500 CITY OF GILROY X1014 * perform related data collection including review of proposed profile for the pipeline alignment and connections to the existing wastewater plant • coordinate design and construction with agencies * perform alternative pipe material evaluation * discern what type of dewatering treatment will need to be provided by the Contractor during construction * identify areas where wetlands mitigation and/or erosion protection may be necessary * identify locations for all required appurtenances * identify potential surface and underground conflicts. 1.1.5 Coordination with SCRWA, SCVWD, Calpine and adjacent Property Owners — Coordinate and meet with SCRWA, Calpine and affected property owners/ representatives, as necessary and requested, to review the tentative scope of the project, constraints, routing, and special concerns regarding overall project. Two meetings are assumed for this task. 1.1.6 10% Design Memorandum — Prepare a 109/6 design memorandum to be presented to SCRWA to cover final design parameters and plan sketches, phasing, time schedules for completing design work, and revised estimates of total project cost. 1.1.7 Field Investigations — Perform necessary environmental investigations, detailed topographic and aerial surveys, geotechnical investigations, and evaluations along the route as required for final design. 1.1.7.1 Aerial Mapping and Ground Surveying — Tasks shall include setting and tying in aerial flight control markers in order to conduct an aerial topographic survey along the length of the proposed pipeline. An aerial survey wiD be prepared as well as a field supplemental topographical survey for locating existing utilities and pertinent topographical features not detectable by aerial survey. Existing utility easements will be identified. 1.1.7.2 Geotechnical Investigation — Boreholes will be placed every 1,000 -feet in order to adequately characterize subsurface soil conditions as well as develop recommendations and geotechnical parameters for final design of the pipeline. Analyses and evaluations would include the following: anticipated soil conditions, anticipated groundwater conditions, site preparation (ground modification or improvement), excavation conditions, fill and backfill materials, compaction and methods of placement, design parameters for manholes or vaults, mitigation of specific geotechnical hazards including soft soils, and design of the pipeline. L 1.73 Utility Locates — Potholing will be performed for all buried utilities that are in close proximity to the proposed construction. 1.1.8 Hydraulic Calculations and surge protection evaluation— Perform hydraulic calculations and surge protection evaluations. 1.1.9 Permit Applications — Prepare applications for Federal, State, and local permits that may be required for construction and prepare designs and data that are sufficient for the City to submit and to receive such permits or amts. 1.1.10 Meet with SCRWA for 30 %, 70% and 90% Design -- Meet with SCRWA at 30 %, 70 %, and 90% design completion stages to review progress and status of design, including updated estimates of construction and total project costs. It is assumed that S to 10 copies of the plans and specifications will be submitted at each of these 3 review stages. 1.1.11 Field Review of Final Design — Coordinating field plan -in -hand review of final design with SCRWA and other representatives at the 90% design phase. Page 2 /� ( 710/04/ 10/04/01 THU 11:31 FAX 408 846 0500 CITY OF GILROY 1.1.12 Cost Estimate — Provide engineering cost estimates at the 30 %, 70% and 90% design phases. 1.1.13 Produce Final Design Drawings, Specifications, and Costs — Prepare and submit detailed final design drawings, technical specifications, and contract documents for bidding and construction, including estimates of construction and total project costs. The plan and profile sheets will be prepared at a scale of 1 inch to 50 feet horizontal and 1, inch to 5 fleet vertical. Soil boring locations will be shown. 1.1.14 Project Management — Project managemeTA tasks include the daily oversight of the technical progress on the project as well as monitoring the engineering budget and the project schedule. 1.1.15 Quality Assurance/Quality Control - The Technical Advisory Committee (TAC) will evaluate the project at the 10% design level and will advise on the feasibility of design assumptions and design direction. The advisory committee will also evaluate the pipeline design and perform a constructability review at the 70% completion level. These reviews will be performed with SCRWA's input and involvement. At the request of SCRWA, members of the TAC will be available by conference call or on -site to participate in portions of the 30 %, 70%, and/or 90% review meetings. TASK 1.2 — Bidding Assistance MWH will perform bidding assistance services. Reproduction costs for Contract Documents during bidding are expected to be offset by purchase of the sets and have not been included. Activities include: • Provide Bid Documents to the Contractors Answer Contractor questions regarding the design of the project and provide clarifications • Conduct pre -bid conference and site tour • Record minutes for the pre -bid conference • Prepare and issue plan and specification addenda • Perform an evaluation of the bids Prepare a set of conformed drawings and specifications incorporating all addenda TASK 1.3 — Basic Construction Phase Services The construction phase is assumed to occur over a two and a half-month period. Given that the first month would consist primarily of pipe manufacturing, the active construction window is assumed to be one and a half months. This task includes one and a half months of full-time 40- hours per week resident engineering services phis two months of, primarily, contract administrative services. 1.3.1 Pre - Construction and Weekly Meetings — Conduct pre - construction and eight weekly construction progress meetings during the active construction period (plus two weeks) including: recording and submitting minutes of meetings, and reviewing project status and budget reports. The Project Manager will attend the pre - construction conference and weekly meetings. F -ARM Page 3�(,1 1 — 10/04/01 THU 11:31 FAX 408 846 0500 CITY OF GILROY 1.3.2 Submittal Review — Review and approve all contractor submittals and shop drawings for conformance with contract documents, and processing and certifying all contractor requests for payment. This task assurnes approximately 35 submittals, with not more than two reviews per submittal. 1.3.3 Change Order Preparation and Negotiation — Prepare and process all necessary construction contract change order justifications and related changes to contract documents as may be necessary. This task assumes no more than five change orders. 1.3.4 Full -Time Resident Engineering Services/Field Inspection — Conduct full -time field inspection during construction. This includes a final inspection to certify that construction is complete and complies with all contract documents and permits. 1.3.5 Plant Inspection — Make at least one visit to the pipe manuficturing facility. 1.3.6 Soils Testing - The geoteclmical engineer will provide periodic sods tests on work performed by the contractor. The cost includes inspections by geotechnical engineers and compaction tests of the back fdL Observation of foundation and trench conditions will be made for purpose of determining when over - excavation and stabilization materials should be used. There will be coordination of testing between geotechnical engineer and the resident engineer. 1.3.7 Limited Surveying Services — The surveyor will establish one benchmark and two horizontal control points and perform supplementary surveying to periodically verify contractor elevations and site control. It is estimated that five site visits will be required to complete this task. This activity will not relieve the Contractor of his overall responsibility to perform the work in accordance with the contract documents. A final as -built survcy will verify selected elevations and horizontal locations of information provided on the contractor's record drawings. 1.3.8 Initial Start -up Services — Coordinate and/or perform initial commissioning of the pipeline. 1.3.9 Record Drawings — Prepare and provide Mylar reproducible sets of record drawings and Microstation drawing files. 1.3.10 Warranty Inspections — Perform 6 -month and 1l -month warranty inspections of completed construction to certify compliance with all contract document warranty requirements, mid review operations for confornrxance to design. Conduct operational review and a training session -as requested and submit written inspection reports. TASK 2.0 - 1,500 -FOOT RECYCLED WATER AND RETURN PIPELINE TO CALPINE'S FACILITY Task 2 includes master planning, design, bidding and construction phase services for a preliminarily sized 12 -inch pipeline plus 6 -inch return line, which extends from the Miller Slough turnoff to Calpine's proposed power plant. Task 2.1 Master Planning This master planning task involves an investigation into possible future non - potable water uses and opportunities in the area east of the proposed Calpine facility. The results of this master planning activity may result in a resizing of the 12 -inch pipeline designed under Task 2.2 of this scope of work, as described below. Page 4/11 Z016 10/04/01 THU 11:32 FAX 408 846 0500 CITY OF GILROY Z 017 Task 2.2 Final Design 2.2.1 Initial Meeting with SCRWA and Project Team — The effort involved in this task is included under Task 1.1.1 of this scope of work. A small amount of additional preparation time has been added. 2.2.2 Agency Coordination -- Complete permitting requirements and participate in the partnering process with interested parties. One additional trip to Gilroy beyond Task 1. 1.2 is assumed for this task. 2.2.3 Background Review - Review related pertinent project information covering the 1,500 - foot extension including previous project correspondence, SCRWA requirements, SCRWA's existing facilities, Calpine's proposed facilities and other related information. 2.2.4 Initial Field Investigations — Perform necessary initial field investigations. These investigations include: • perform related data collection including review of proposed profile for the pipeline alignment and connections to the proposed power plant • coordinate design and construction with agencies • size the pipeline based on the results of Task 2.1 above • identify areas where wetlands mitigation and/or erosion protection may be necessary • identify locations for all required appurtenances • identify potential surface and underground conflicts. 2.2.5 Coordination with SCRWA, SCV WD, Calpine and adjacent Property Owners — Coordinate and meet with SCRWA, Calpine and affected property owners / representatives, as necessary and requested, to review the tentative scope of the project, constraints, routing, and special concerns regarding overall project. One additional meeting beyond Task 1 is assumed for this task. 2.2.6 10% Design Memorandum — Amend the 10% design memorandum discussed in Task 1.1.6 to include the final design parameters aixd plan sketches, phasing, time schedules for completing design work, and revised estimates of total project cost for the 1,500 -foot pipeline extension. 2.2.7 Field Investigations — Perform necessary envirozunental investigations and expand upon the detailed topographic and aerial surveys, geotechnical investigations, and evaluations along the route as described in Task 1.1.7. 2.2.8 Hydraulic Calculations and surge protection evaluation— Perform hydraulic calculations and surge protection evaluations. 2.2.9 Permit Applications — Prepare applications for Federal, State, and local permits that may be required for construction and prepare designs and data that are sufficient for the City to submit and to receive such permits or agreements. 2.2.10 Meet with SCRWA for 30 %, 70% and 90% Design — The effort involved in this task is included under Task 1.1.10 of this scope of work. A small amount of additional preparation time has been added. 2.2.11 Field Review of Final Design — Coordinating field plan -in -hand review of final design with SCRWA and other representatives at the 90% design phase. One additional day has been added beyond the field review described in Task 1. 2.2.12 Cost Estimate — Provide engineering cost estimates at the 30 %, 70% and 90% design phases. Page '/t 0/04/01 /t r 10/04/01 THU 11:32 FAX 408 846 0500 CITY OF GILROY 2.2.13 Produce Final Design Drawings, Specifications, and Costs — Amend detailed final design drawings, technical specifications, and contract documents for bidding and construction as prepared in Task 1.1.13, including estimates of construction and total project costs. 2.2.14 Project Management — Project management tasks include the daily oversight of the technical progress on the project as well as monitoring the engineering budget and the project schedule. 2.2.15 Quality Assurance/Quality Control — QA/QC activities will continue to be performed as described in Task 1.1.15. TASK 2.3 — Bidding Assistance MWH will perform bidding assistance services. Activities are discussed in Task 1.2. TASK 2.4 — Basic Construction Phase Services The construction phase for this 1,500 -foot extension is assumed to occur over a two -month period. This task includes one month of full -time 40 -hours per week resident engineering services phis one month of, primarily, contract administrative services. 2.4.1 Pre - Construction and Weekly Meetings — The preconstruction meeting is included in Task 1.3.1. Four additional weekly construction progress meetings have been added during the active construction period of the 1,500 -foot extension. 2.4.2 Submittal Review — Review and approve all contractor submittals and shop drawings for conformance with contract documents, and processing and certifying all contractor requests for payment. 2.4.3 Change Order Preparation and Negotiation — Prepare and process all necessary construction contract change order justifications and related changes to contract documents as may be necessary. 2.4.4 Full -Time Resident Engineering Services/Field Inspection — Conduct full-time field inspection during construction. This includes a final inspection to certify that construction is complete and complies with all contract documents and permits. 2.4.5 Plant Inspection — The plant inspection is included under Task 1.3.5. 2.4.6 Soils Testing- Soil testing will be performed as described in Task 1.3.6- 2.4.7 Limited Surveying Services -- Surveying will be performed as described in Task 1.3.7. 2.4.8 Initial Start-up Services — Coordinate and/or perform initial commissioning of the pipeline. 2.4.9 Record Drawings -- Prepare and provide Mylar reproducible sets of record drawings and Microstation drawing files. 2.4.10 Warranty Inspections — Perform 6 -month and 11 -month warranty inspections as described in Task 1.3.10. TASK 3.0 - 59000 -FOOT RECYCLED WATER PIPELINE (OPTIONAL) Task 3 includes design, bidding and construction phase services for this preliminarily sized 18- inch recycled water pipeline, which extends primarily along Miller Slough from the WWTP to the Calpine turnout. Ol Page 6/ Z018 10 /04/01 THU 11:33 FAX 408 846 0500 CITY OF GILROY Task 3.1 Final Design 3.1.1 Initial Meeting with SCRWA and Project Team — Initially meet with SCRWA and the Project Team to review the scope of required services, design criteria and expectations, obtain background information, and establish schedule for completion. This task will include one field visit_ 3.1.2 Agency Coordination — Complete permitting requirements and participate in the partnering process with interested parties. Two trips to Gilroy are assumed for this task. The hours on this task is significantly reduced due to much of the research being completed for Task 1. 3.1.3 Background Review — Supplement pertinent project information with that which was acquired for the 8,000 brine pipeline design. 3.1.4 Initial Field Investigations — Perform necessary initial field investigations. These investigations include: • perform related data collection including review of proposed profile for the pipeline abgnznent and connections to the existing wastewater plant • coordinate design and construction with agencies • identify locations for all required appurtenances • Tasks such as some of agency coordination, alternative pipe material and dewatering treatment evaluation, identification of wetlands, erosion protection and potential surface and underground conflicts will already be completed as part of Task 1. 3.1.5 Coordination with SCRWA, SCVWD, Calpine and adjacent Property Owners — Coordinate and meet with SCRWA, Calpine and affected property owners/ representatives , as necessary and requested, to review the tentative scope of the project, constraints, routing, and special concerns regarding overall project. Two meetings are assumed for this task. Some of this work will already be completed as part of Task 1, 3.1.6 10% Design Memorandum — Prepare a 10% design memorandum to be presented to SCRWA to cover final design parameters and plan sketches, phasing, time schedules for completing design work, and revised estimates of total project cost. 3.1.7 Field Investigations — Perform necessary remaining environmental investigations. Detailed topographic and aerial surveys, geotechnical investigations, and evaluations along the route will already he completed as part of Task 1. 3.1. S Hydraulic Calculations and surge protection evaluation- Perform hydraulic calculations and surge protection evaluations. 3.1.9 Permit Applications — Prepare applications for Federal, State, and local permits that may be required for construction and prepare designs and data that are sufficient for SCRWA to submit and to receive such permits or agreements. 3.1.10 Meet with SCRWA for 30 %, 70% and 90% Design — Meet with SCRWA at 30 %, 70 %, and 90% design completion stages to review progress and status of design, including updated estimates of construction and total project costs. It is assumed that 5 to 10 copies of the plazas and specifications will be submitted at each of these 3 review stages. 11.11 Field Review of Final Design — Coordinating field plan-in-band review of final design with SCRWA and other representatives at the 90% design phase. 3.1.12 Cost Estimate — Provide engineering cost estimates at the 30 %, 70% and 90% design phases. Page 7 /t i 10 /04/ 1 010 10/04/01 THU 11:33 FAX 408 846 0500 CITY OF GILROY 3.1.13 Produce Final Design Drawings, Specifications, and Costs — Prepare and submit detailed final design drawings, technical specifications, and contract documents for bidding and construction, including estimates of construction and total project costs. The plan and profile sheets will be prepared at a scale of 1 inch to 50 feet horizontal and I inch to 5 feet vertical. Soil boring locations will be shown. 3.1.14 Project Management — Project management tasks include the daily oversight of the technical progress on the project as well as monitoring the engineering budget and the project schedule. 3.1.15 Quality Assurance/Quality Control - The Technical Advisory Committee (TAC) will evaluate the project at the 10% design level and will advise on the feasibility of design assuanptions and design direction. The advisory committee will also evaluate the pipeline design and perform a eonstruetability review at the 700/a completion level. These reviews will be performed with SCRWA's input and involvement.. At the request of SCRWA, members of the TAC will be available by conference call or on -site to participate in portions of the 30 %, 701/o, and/or 90% review meetings. TASK 3.2 — Bidding Assistance MWH will perform bidding assistance services. Reproduction costs for Contract ]documents during bidding are expected to be offset by purchase of the sets and have not been included. Activities include_ • Provide Bid Documents to the Contractors • Answer Contractor questions regarding the design of the project and provide clarifications • Conduct pre -bid conference and site tour • Record minutes for the pre -bid conference • Prepare and issue plan and specification addenda • Perform an evaluation of the bids • Prepare a set of conformed drawings and specifications incorporating all addenda TASK 3.3 — Basic Construction Phase Services The construction phase is assumed to occur over a three and a half -month period. Given that the first month would consist primarily of pipe manufacturing, the active construction window is assumed to be two and a half months. This task includes two and a half months of full -time 40- hours per week resident engmeermg services plus two months of primarily, contract administrative services. 3.3.1 Pre - Construction and Weekly Meetings — Conduct pre - construction and twelve weekly construction progress meetings during the active construction period (plus two weeks) including: recording and submitting minutes of meetings, and reviewing project status and budget reports. The Project Manager will attend the pre- construction conference and weekly meetings. 3.3.2 Submittal Review — Review and approve all contractor submittals and shop drawings for conformance with contract documents, and processing and certifying all contract Page 8/(( 10/04/ 1 Q020 10/04/01 THU 11:33 FAX 408 846 0500 CITY OF GILROY requests for payment. This task assumes approximately 35 submittals, with not more than two reviews per submittaL 3.3.3 Change Order Preparation and Negotiation — Prepare and process all necessary construction contract change order justifications and related changes to contract documents as may be necessary. This task assumes no more than five change orders. 3.3.4 Full -Time Resident Engineering Services/Field Inspection — Conduct full -time field inspection during construction. This includes a final inspection to certify that construction is complete and complies with all contract documents and permits. 3.3.5 Plant Inspection — Make at least one visit to the pipe manufacturing facility. 3.3.6 Soils Testing - The geotechnical engineer will provide periodic soils tests on work performed by the contractor. The cost includes inspections by geotechnical engineers and compaction tests of the backfill. Observation of foundation and trench conditions will be made for purpose of determining when over - excavation and stabilization materials should be used. There will be coordination of testing between geotechnical engineer and the resident engineer. This cost is reduced due to the geotechnical engineer's familiarity with site conditions due to work completed as part of Task l . 3.3.7 Limited Surveying Services — The surveyor will establish one bencburwk and two horizontal control points and perform supplementary surveying to periodically verify contractor elevations and site control. It is estimated that five site visits will be required to complete this task. This activity will not relieve the Contractor of his overall responsibility to perform the work in accordance with the contract documents. A final as -built survey will verify selected elevations and horizontal locations of information provided on the contractor's record drawings. 3.3.8 Initial Start-up Services — Coordinate and/or perform initial commissioning of the pipeline. 3.3.9 Record. Drawings — prepare and provide Mylar reproducible sets of record drawings and Microstation drawing files. 3.3.10 'Warranty Inspections — Perform 6 -mon1h and 11 -month warranty inspections of completed construction - to certify compliance with all contract document warranty requirements, and review operations for conformance to design. 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Iq d c V O d C , J 7 d d C m 'a C co 41 C Q a d d U d d t L w O y N c ° o m JO O Cc T N J lq » ta J Fa- O CL V 0 M 0 U') 0 ti 00 f- O CO o v o LO ti � M 00 0 Q M 64 - N CO O N (D 0) O) It J O CO Ld N •- n M Q 6q V) - 61) - E» �t Z 0 O > O he co W m �n ZLO E N U O c m U LU 17 x Q N Q. 7 Q N a W O U Q U) U M Q - O N O Cl) co It O M O 00 O O N O co 00 to O d' O CD O r O O N O O N O CD CD O o N c+0 O N J m h 5; 0 0 M N- I N N V) - to M CD a0 O O -1 CD r_: r- 1 m ER V 0 M 00 lh 00 - M Q J EFT on, QF, EA - C\l H) It di Uf ER CST O_ F- F- 63 0 O C: _ C N N O N O N O O O Ott CD O O O O O N N 00 �O c O t m O. a m - r ` N C N U) = m y CA CC += C c a L O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O L O m H L X � O _ CO O N C li E C m O U U r Q Y 0 N U rn 0 U O E 'O C Y 7 m ZT +m+ rn m 0 3 c Z 3 Z Q -0 . Y O o- CL c c 3 ° c rn m m U O U °- u) i O -y0 m ° N m - Cmj m °� N � a� a u ac) v a�i v m m LU Q .n U' E _ m V C N E C tl1 fn it O ~ O tm D c a) c m W o a�i m �_ o °� 3 0• 0 0 U3 o o U 2� v LL w - C mai - Fd QaU O a , iN t..o m) �. � o n yc io U :O :M2 i c E c •. v c cU m O ' m a :5 •6 '> C p O C W C O N N a) m d t O m O E y > m 0 Q d U a- d w G° Q a- Cn U LL CL U) J C x> � U U) m N M V CD N 00 O O r- N M V In c0 ti 00 O) J cn y C N N N N N N N N C+1 Ch CM C' i M M M M M C,.� Q C u) O M co M M co M M M m M M CM M M M Ch ai CM M O 'd U E .0 N (n O : a a) d a) C C a) C .O O L 0 w 7 m C d fn Q •V - ca U m +m" O. d -` V a d U m 0 O H M M U) E m •- Y N N cto� d� to m.0 Cl 0 f- Q� co O m U y 0 Fa- a c c • .0 G M Op = rn •E m 0 m O 0 f9 0 7 00 00 m F- O LL (n N M V r. gec Uilroy Energy Center, LLC VIA FEDERAL EXPRESS July 22, 2009 City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 Attn: City Administrator South County Regional Wastewater Authority 1500 Southside Drive Gilroy, CA 95020 Attn: Authority Manager Ladies and Gentlemen: 717 TEXAS AVENUE, SUITE 13.048 HOUSTON, TX 77002 RECEIVED JUL 2 4 2009 RISK MANAGEMENT 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, Marjori xsen Paralega Manager A� a® CE�tTlIIFICATE OF LIABILITY INSURANCE DATE (MM /DDIYYYY) 8/20/2018 THIS CERTIFICATE IS'ISSUED AS A (MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE (DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED IBY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),, AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 'be endorsed. If SUBROGATION 'IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Gore'Lieske & Associates 'Insurance Brokers, LP 15901 Red lHill!Ave Suite 100 Tustin CA 92780 NTA T NAME: Kelley Gubernick ! PHONE 7,14- 505 -7000 a/c No): 714-573-1770 ADDRE4t1AIL ESS: k ubernick orelieske.com INSURERS AFFORDING COVERAGE NAIC 0 9/12018 91112019 INSURER A: OLD REPUBLIC INS CO 24147 INSURED LENNA -11 INSURER B : !RLII INS CO 13056 Lennar Corporation and all! its Subsidiaries 25 Enterprise Aliso Viejo, CA 92656 INSURER c $'N /A INSURER D INSURER E: $ 7.500 • 000 GEN'C AGGREGATE LIMIT APPLIES PER: X POLICY llECT PRO 71 ILOC , OTHER: INSURER F $ 7.500,000 PRODUCTS - COMP /OP AGG COVERAGES CERTIFICATE NUMBER: 823814725 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN' ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM', OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH''RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, ,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUER POLICY�NUMBER MM /DD1YYYY MMI POLICY 'LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE a OCCUR Y MVVZY314149 9/12018 91112019 EACH OCCURRENCE $7,500,000 DAMA ET RENTED PREMISES Ea occurrence ! $ 2,000.000 MEDEXP (Any one person) $'N /A PERSONAL & ADV INJURY $ 7.500 • 000 GEN'C AGGREGATE LIMIT APPLIES PER: X POLICY llECT PRO 71 ILOC , OTHER: GENERAL AGGREGATE $ 7.500,000 PRODUCTS - COMP /OP AGG $ 10,000;000 $ B AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED X HIRED AUTOS X ' AUTOS NON-OWNED CAP9505843 9/1/2018 9/12019 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PPROPERT n DAMAGE 11 $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DIED, III I RETENTION $ $ A WORKERS,COMPENSATION ,AND EMPLOYERS'ILIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBER EXCL UDED� (Mandatory WNW) H yes, describe under DESCRIPTION',OF OPERATIONS below i I "'/ A` ',MWC31414800 1 9/12018 9/112019 X STATUTE ERH- I EACH ACCIDENT I $ 2.000,000' E.L. DISEASE - EA EMPLOYE $ 2,000,000 E:L. DISEASE - POLICY LIMIT $ 2,000,000' DESCRIPTION OF OPERATIONS 'I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule. may be attached if more space Is required) RE: County Estates, Gilroy CA. City of Gilroy is included as Additional Insured! with respect to General Liability policy where required by written contract. L" =1 Z41112 0I, t3ii lIl!1=W SHOULD ANY OF THE ABOVE DESCRIBED POLICIES ;BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Gilroy 73511 Rosanna St. AUTHORIZED IREPRESENTATIVE Gilroy CA 95020 ©1988 -2014 ACORD CORPORATION. All rights reserved'. ACORD 25 (2014/01) The ACORD name and! logo are registered marks of ACORD POLICY NUMBER: MWZY 3114149 COMMERCIAL GENERAL LIABILITY CG 20 12 04 13 THIS IENDORSEM'ENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED STATE OR GOVERNM'E'NTAL AGENCY OR SUBDIVISION OR POLITICAL SUBDIVISION - PERMITS OR AUTHORIZATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE State Or Governmental Agency Or Subdivision Or Political Subdivision: As required !by written contract or agreement 11 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured' any state or governmental! agency or subdivision or political subdivision shown lin the Schedule, subject to the following provisions: 1. This insurance applies only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political' subdivision has issued a permit or authorization, However: a. The insurance afforded to such additional insured only applies to the extent permitted by law; and b. If coverage ,provided to the additionali insured' is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additionali insured. 2. This insurance does not apply to a. "Bodily injury "property damage" or ",personal' and advertising injury" arising out of operations performed for the federal government, state or municipality; or b. "Bodily injury" or "property damage" included within the ",products- completed operations hazard ". B. With respect to the insurance afforded' to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required' by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance; 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement applicable Limits of Declarations. shall not increase the Insurance shown in the CG 20 1204 13 ©Insurance Services Office, Inc., 2012 Page 11 of 1 MWZY 314149 Lennar Corporation 0910112018 - 0910112019