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HomeMy WebLinkAbout03.g. Authorize MOU with Regional Renewable Energy Procurement (R-REP)Central Contra Costa Sanitary District '9 ' BOARD OF DIRECTORS ' POSITION PAPER Board Meeting Date: JANUARY 10, 2013 Subject: AUTHORIZE GENERAL MANAGER TO EXECUTE MEMORANDUM OF UNDERSTANDING FOR PARTICIPATION IN THE REGIONAL RENEWABLE ENERGY PROCUREMENT (R -REP) PROJECT Submitted By. Initiating Dept. /Div.: Melody LaBella, Assistant Engineer Engineering /Environmental Services REVIEWED AND RECOMMENDED FOR BOARD ACTION: 4n *Ao�? r - W�y M. LaBella M. Penny D. Gernniell Ann E. Farrell General Manager ISSUE: Board authorization is required to execute a Memorandum of Understanding (MOU) on behalf of Central Contra Costa Sanitary District (District). RECOMMENDATION: Authorize the General Manager to Execute Memorandum of Understanding for Participation in the Regional Renewable Energy Procurement (R- REP) Project. FINANCIAL IMPACTS: There are no financial implications associated with the District entering into this MOU at this time. The MOU is structured such that any participating agency may terminate the MOU at any time up to thirty (30) days prior to the issuance of the solicitation (request for proposals) for renewable energy procurement or at any time after a vendor is selected. ALTERNATIVES /CONSIDERATIONS: The District could chose to pursue its own procurement for solar energy, but that is not recommended, as the joint project is expected to yield bigger savings for participants due to the volume of potential installations. BACKGROUND: The R -REP project is a regional initiative that will take advantage of collaborative procurement to provide a feasibility assessment of potential sites and purchase renewable energy systems for public agencies throughout Alameda, Contra Costa, San Mateo and Santa Clara Counties. Currently, 20 public agencies, including cities, counties and special districts are actively participating in the project. See attachment A for a list of current participants. This project is led by the County of Alameda, as Lead Agency, in partnership with two local nonprofit organizations, Joint Venture Silicon Valley and the Contra Costa Economic Partnership. The R -REP is based upon the successful Silicon Valley Collaborative Renewable Energy Procurement (SV -REP) Project, which was the largest multi- agency procurement of renewable energy in the country at the time of completion in 2010. The R -REP expects to break this record with up to 40 megawatts of power generation potential combined across approximately 170 sites. N: \ENVRSEC \Position Papers\LaBella\2013\1 -10-1 3\PP- R -REP MOU 1 -10 -13 Final.doc POSITION PAPER Board Meeting Date: January 10, 2013 Subject: AUTHORIZE GENERAL MANAGER TO EXECUTE MEMORANDUM OF UNDERSTANDING FOR PARTICIPATION IN THE REGIONAL RENEWABLE ENERGY PROCUREMENT (R -REP) PROJECT Engaging in a collaborative procurement process for renewable energy is likely to provide significant reduction in renewable energy generation systems costs, transaction costs, administrative time and enhanced leverage for public agencies in the negotiations of renewable energy systems. The District will also likely benefit from the installation of renewable energy through sustained reductions in utility operating costs for the next twenty years. The R -REP process will consider two investment options for renewable energy generation systems. The first is a direct ownership approach in which the District would pay a contractor to install a solar photovoltaic system as a capital project that was maintained over the twenty year life of the equipment by the District. The second option is a Power Purchase Agreement, in which the District would lease property to the winning vendor, who would build and maintain solar arrays to sell back to the District at a set price for twenty years. Staff is recommending pursuit of Power Purchase Agreements for the District to avoid large up -front capital costs and achieve utility savings. District staff has been participating in the planning process for the R -REP project since December 2011. Alameda County initiated a regional procurement process for qualified vendors to perform renewable energy site assessments for the participating agencies. The District engaged one of the approved vendors to evaluate the installation of solar photovoltaic systems that would offset the majority of each facility's yearly electrical consumption. These assessments were performed on most of the District sites, including the Imhoff campus, the Collection System Operations (CSO) buildings and several pump stations that were large enough to accommodate solar installations. Three locations were identified to be cost effective for installation of a solar photovoltaic system: 1) CSO Main Building, 2) CSO Vehicle Service Building, and 3) the Household Hazardous Waste Collection Facility. Staff will need to further evaluate the feasibility of solar power for the Treatment Plant due to the District's ability to produce most of the power needed to run the Treatment Plant on -site at a fairly low cost. The more comprehensive evaluation of whether a Power Purchase Agreement is financially viable is anticipated for early summer 2013, in advance of the regional solicitation. If it is favorable to include the Treatment Plant site, then the four solar installations would generate over 1.8 megawatt hours of solar power each year. NAENVRSEMPosition Papers \LaBella\2013 \1- 10- 13 \PP- R -REP MOU 1 -10 -13 Final.doc POSITION PAPER Board Meeting Date: January 10, 2013 subject: AUTHORIZE GENERAL MANAGER TO EXECUTE MEMORANDUM OF UNDERSTANDING FOR PARTICIPATION IN THE REGIONAL RENEWABLE ENERGY PROCUREMENT (R -REP) PROJECT As the lead agency for the R -REP, Alameda County will retain a technical / financial consultant to assist the participating agencies in development of the design and procurement documents, provide support during the solicitation process, proposal evaluation and contract negotiations. Vendors will be selected through a fair, open and competitive bid process, following the Public Contracting Code which is scheduled for summer 2013. Once vendors are selected, the discretion to proceed with the development of a project is retained by the District. In order to participate in the R -REP solicitation, each participating agency is required to sign an MOU with all the agencies participating in the R -REP. The MOU defines the roles and responsibilities of Participating Agencies and is intended to provide stability to the project during the solicitation process. Once vendors are selected, the MOU retains the District's discretion to proceed with the development of a project at each of the sites considered under the R -REP. The MOU contains a withdrawal provision that allows the agency to drop out entirely or remove sites from the solicitation. No penalty or liability shall accrue as a result of any withdrawal. Should staff determine that it is financially - feasible for the District to install solar power through the R -REP, staff will return to the Board of Directors after the solicitation with a recommendation for the District to move forward with a Power Purchase Agreement with the successful vendor. RECOMMENDED BOARD ACTION: Authorize the General Manager to Execute a Memorandum of Understanding for Participation in the Regional Renewable Energy Procurement Project. NAENVRSEMPosition Papers \l -aBella\2013 \1- 10- 13 \PP- R -REP MOU 1 -10 -13 Final.doc ATTACHMENT A PARTICIPATING AGENCIES The following agencies have submitted sites that are currently being assessed for renewable energy projects and considered for inclusion in the R -REP: Agency 1. California Department of Transportation 2. California Highway Patrol 3. Castro Valley Sanitary District 4. Central Contra Costa Sanitary District 5. City of Berkeley 6. City of Emeryville 7. City of Fremont 8. City of Martinez 9. City of Menlo Park 10. City of Mountain View 11. City of Oakland 12. City of Redwood City 13. City of Richmond 14. City of Walnut Creek 15. Contra Costa County 16. County of Alameda 17. County of San Mateo 18. County of Santa Clara 19. Delta Diablo Sanitation District ._._._ .... .. .... _.___�_ _... 20. Hayward Area Recreation and Park District (HARD) ATTACHMENT B R -REP MOU tic�T-.RVtf'x t.. Q y AKI K. NAKAO Dfrrccnr Q !'Z Q 1401 I .aF.65IliPi I.)RIVi -. ()AKL ^:NU, CALIFORNIA 7 -1(72 510 20$ 9700 FAX 5 1 768 977 t www.a<gov_org %gsai' O MEMORANDUM OF UNDERSTANDING FOR REGIONAL RENEWABLE ENERGY PROCUREMENT This Memorandum of Understanding ( "MOU ") is entered into as of I _, 2012 (the "Effective Date ") by and among the following California jurisdictions: County of Alameda ( "Alameda County "), , , 7 3 f and Signatories to this MOU are referred to herein as "the "Parties" and individually as a "Party ". Recitals WHEREAS, the Parties desire to purchase renewable energy for their operations; WHEREAS, the Parties wish to take advantage of potential efficiencies when such purchases are made in large volumes; WHEREAS, large volume purchases of renewable energy or renewable energy generation equipment will be made through a regional, multi jurisdiction purchasing arrangement whereby project sites are aggregated into groups on the basis of the type of technology and geographic location, various risk and other financing related factors; WHEREAS, large volume purchases likely result in more efficient procurement than would otherwise be available if individual jurisdictions independently purchased renewable energy; WHEREAS, the Parties desire that Alameda County, by and through its General Services Agency, shall be the lead Party for issuing a solicitation to purchase renewable energy (the "Solicitation "); WHEREAS, the Parties acknowledge that the transaction costs associated with purchasing renewable energy can be reduced when the Parties agree to the same terms and conditions incorporated within standardized template documents; and WHEREAS, at the completion of the Solicitation process, subject to the approval of their respective Board, Council or applicable governing body, the Parties may enter into power purchase, financing, real estate and /or other agreements with selected vendors ( "Vendors ") substantially in the forms of the Template Documents to be prepared pursuant to Sections 1.A and LB of this MOU. NOW THEREFORE, in consideration of their mutual promises and agreements, and subject to the terms, conditions and provisions hereinafter set forth, the Parties agree as follows: SECTION 1. ROLE AND RESPONSIBILITIES OF ALAMEDA COUNTY A. Alameda County shall (i) prepare and issue the Solicitation, and be the lead jurisdiction and point of contact for the bidders, (ii) create templates of transaction documents, which may include, without limitation, a direct acquisition agreement, Qualified Energy Conservation Bond documentation, a form of power purchase agreement and a form of lease (the "Template Documents "), and (iii) timely coordinate and communicate with Parties, as necessary throughout the procurement process through recommendation for award and negotiations with the bidders. B. Alameda County will consult with the Parties with respect to the content of the Solicitation and the terms and conditions contained within Template Documents, provided, however, that any comments or concerns must be communicated to Alameda County within the allotted timeframe as provided by Alameda County, with such timeframe to afford a reasonable opportunity to respond. C. The Parties agree that Alameda County shall be the single point of contact for Vendors and necessary third parties throughout the Solicitation process, in order to avoid the potential for confusion. Alameda County agrees to provide the Parties with all relevant information in a timely manner. D. In addition to participating as the lead jurisdiction under this MOU, Alameda County is also a participant in the R -REP and has identified locations for renewable energy in Alameda County. As such, Alameda County is conducting site surveys and will list potential sites within the R -REP solicitation document. E. Any Party may separately pursue its own solicitation of renewable energy and /or related facilities. SECTION 2. ROLES AND RESPONSIBILITIES OF THE PARTICIPATING JURISDICTIONS A. Each Party has undertaken its own due diligence prior to entering into this MOU to determine the feasibility of solar, fuel cell or other feasible technology to be located at project sites. B. Each Party is responsible for meeting its individual legal, procedural and other requirements for the procurement of renewable energy. C. Parties are responsible for promptly providing site surveys, if available, of their proposed real property sites that may accommodate renewable energy installations, and each such site survey shall be prepared by a licensed engineer in a uniform, industry standard format. Each Party acknowledges that to the extent it does not undertake a site survey for a particular site, such site (i) may not be considered for inclusion in the R -REP solicitation, or (ii) may be aggregated by Alameda County with other such sites into a higher risk group, and that pricing for such a group may be less favorable. D. Upon conclusion of the Solicitation process, the Parties may, subject to the approval of their respective Board, Council or applicable governing entity, enter into binding agreements, substantially in the form of the Template Documents, with the selected Vendors, provided that each Party determines, to its satisfaction, that the Vendors are responsible, and comply with the Party's terms, conditions and requirements. The Parties may also negotiate with Vendors in order to conform the Template Documents with requirements of law, regulation and policy. Alameda County shall not be responsible for reference checks, performance, or for compliance with any agreement, regulations, laws or policies, except as to this MOU and any contracts between Alameda County and Vendor(s). Parties are not required to contract with any Vendor. E. Parties agree to participate in the Solicitation under the lead role of Alameda County and agree to work cooperatively and promptly with Alameda County throughout the Solicitation process. The Parties agree that time is of the essence; and failure of a Party to provide the required information in the requested format and within the reasonable deadlines established by Alameda County may result in termination of that Party's participation in the Solicitation. SECTION 3. TERM OF MOU. The term of this MOU shall commence on the Effective Date and shall expire on June 30, 2015. SECTION 4. GOVERNING LAW AND VENUE. The law governing this MOU shall be that of the State of California. In the event that suit shall be brought by any Party to this MOU, the Parties agree that venue shall be exclusively vested in the State's courts of the County of Alameda or if federal jurisdiction is appropriate, exclusively in the United States District Court, Northern District of California, Oakland, California. SECTION 5. WARRANTY DISCLAIMER; LIABILITY; WAIVER. A. No warranty, express or implied, is provided by any Party as to results or success of the Solicitation, this MOU, or any agreements ultimately entered into by the Parties. Each Parry acknowledges that the others have not made, and are not making, any assurances, guaranties or promises with respect to the subject matter of this MOU and that each Party is ultimately responsible for conducting its own due diligence with respect to feasibility, pricing, technology, third parties and all other matters in any way related to the subject matter of this MOU. B. In no event shall any Party, nor its officers, agents, employers, or representatives be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services, loss of use, data, or profits, or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way, directly or indirectly, from this MOU, participation in the Solicitation, or any agreement(s) between a Party and any third party, even if advised of the possibility of such damage. C. Each Party is responsible for negotiation, execution, administration and enforcement of any contract with a Vendor or third party related to the subject matter of this MOU, and the agreements ultimately entered into by each Party shall not be cross - defaulted or cross - collateralized in any respect with the agreements entered into by any other Parry to this MOU. D. No waiver by any Parry to this MOU of any breach or violation of any term or condition of this MOU shall be deemed to be a waiver of any other term or condition contained herein or a waiver of any subsequent breach or violation of the same or any other term or condition. SECTION 6. NOTICES. Notices shall be deemed effective on the date delivered if delivered by personal service or nationally recognized overnight delivery service, or, if mailed, three (3) days after deposit in the U.S. Postal Service mail. All notices and other communications required or permitted to be given under this MOU shall be in writing and shall be personally served, delivered by overnight service, or by mail, first class, certified or registered postage prepaid and return receipt requested, addressed to the respective Parties as follows: To: County of Alameda, GSA 1401 Lakeside Drive, 10th Floor Oakland, CA 94612 Attn: Caroline Judy To: California Department of Transportation 1120 N St. MS -57 Sacramento, CA 95814 Attn: Jeanne Scherer To: California Highway Patrol 601 North 7th Street P.O. Box 942898 Sacramento, CA 95811 Attn: Alyson Cooney To: City of Emeryville 1333 Park Avenue Emeryville, CA 94608 Attn: Peter Schultze -Allen To: City of Martinez 525 Henrietta Street Martinez, CA 94553 Attn: Mike Chandler To: City of Mountain View 500 Castro Street P.O. Box 7540 Mountain View, CA 94039 -7540 Attn: Steve Attinger To: City of Redwood City 1017 Middlefield Road Redwood City, CA 94063 Attn: Vicki Sherman To: City of Walnut Creek 1666 North Main Street To: Castro Valley Sanitary District 21040 Marshall Street Castro Valley, CA 94546 -6021 Attn: William Parker To: Central Contra Costa Sanitary District 5019 Imhoff Place Martinez, CA 94553 Attn: Melody LaBella To: City of Berkeley 2180 Milvia Street, 2nd Floor Berkeley, CA 94704 Attn: Billi Romain To: City of Fremont 39550 Liberty St. P.O. Box 5006 Fremont, CA 94538 Attn: Amy Rakley To: City of Menlo Park 701 Laurel Street Menlo Park, CA 94025 Attn: Rebecca Fotu . To: City of Oakland 250 Frank H. Ogawa Plaza, Suite 5301 Oakland, CA 94612 Attn: Scott Wentworth To: City of Richmond 450 Civic Center Plaza Richmond, CA 94804 Attn: Adam Lenz To: Contra Costa County Public Works Department Walnut Creek, CA 94596 Attn: Gwen Ho- Sing -Loy To: County of San Mateo 555 County Center, 5th Floor Redwood City, CA 94063 Attn: Andy Jain To: Delta Diablo Sanitation Dist. 2500 Pittsburg- Antioch Highway Antioch, CA 94509 Attn: Dean Eckerson 2467 Waterbird Way Martinez, CA 94553 Attn: Andy Green To: County of Santa Clara 2310 N. First Street, 2nd Floor, Suite 200 San Jose, CA 9513 Attn: Lin Ortega To: Hayward Area Recreation and Park District 1099 E Street Hayward, CA 94541 Attn: Larry Lepore SECTION 7. MISCELLANEOUS PROVISIONS. A. If any term, condition or covenant of this MOU is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this MOU shall be valid and binding on the Parties. B. This MOU may be executed in counterparts and will be binding as executed. C. All changes or extensions to this MOU shall be in writing in the form of an amendment executed by all Parties. D. This MOU is entered into only for the benefit of the Parties executing this MOU and not for the benefit of any other individual, entity, or person. SECTION 8. WITHDRAWAL. A. No Party may withdraw from this MOU during the period from 30 days before the issuance of the Solicitation and the date that Vendor(s) have been selected. The date of the Solicitation will be pursuant to the schedule developed by Alameda County in collaboration with the Parties for such Solicitation. B. Withdrawal by any Party from this MOU shall not preclude the remaining Parties from continuing the Solicitation contemplated under this MOU and from using the Template Documents created by any Party to this MOU, unless otherwise prohibited by law. C. Notice of withdrawal must be provided in writing to Alameda County GSA. SECTION 9. INDEMNIFICATION In lieu of and notwithstanding the pro rata risk allocation that might otherwise be imposed on the Parties pursuant to Government Code Section 895.6, the Parties agree that all losses or liabilities incurred by a Party that are in any way related to this MOU shall not be shared pro rata but, instead, the Parties agree that, pursuant to Government Code Section 895.4, each of the Parties hereto shall fully indemnify and hold each of the other Parties, their officers, board members, employees, and agents, harmless from any claim, expense or cost, damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying Parry, its officers, employees, or agents, under or in connection with or arising out of any work, authority, or jurisdiction delegated to such Party under this MOU. No Party, nor any officer, board member, or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of another Party hereto, its officers, board members, employees, or agents, under or in connection with or arising out of any work authority or jurisdiction delegated to such other Party under this MOU. SECTION 10. NON - DISCRIMINATION The Parties shall comply with all applicable Federal, State, and local laws, regulations and policies concerning nondiscrimination and equal opportunity in contracting. Such laws include but are not limited to the following: Title VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; The Rehabilitation Act of 1973 (Sections 503 and 504); California Fair Employment and Housing Act (Government Code sections 12900 et seq.); and California Labor Code sections 1101 and 1102. Parties shall not discriminate against any subcontractor, employee, or applicant for employment because of age, race, color, national origin, ancestry, religion, sex /gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status in the recruitment, selection for training including apprenticeship, hiring, employment, utilization, promotion, layoff, rates of pay or other forms of compensation. Nor shall Parties discriminate in performing its obligations under this MOU because of age, race, color, national origin, ancestry, religion, sex /gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status. IN WITNESS WHEREOF, the Parties have executed this MOU as of the Effective Date County of Alameda AYES: NOES: EXCUSED: PRESIDENT, BOARD OF SUPERVISORS ATTEST: APPROVED AS TO FORM: By By CENTRAL CONTRA COSTA SANITARY DISTRICT IN ATTEST: APPROVED AS TO FORM: By