SUBJECT: APPROVE MULTIPLE RECOMMENDATIONS RELATING TO THE REGIONAL RENEWABLE ENERGY PROCUREMENT (R-REP) PHASE II REQUEST FOR PROPOSAL (RFP) NO.

AGENDA # March 24, 2015 REVISED March 9, 2015 Honorable Board of Supervisors County of Alameda 1221 Oak Street, Suite 536 Oakland, California 94612-4305 Dear Board Members: SUBJECT: APPROVE MULTIPLE RECOMMENDATIONS RELATING TO THE REGIONAL RENEWABLE ENERGY PROCUREMENT (R-REP) PHASE II REQUEST FOR PROPOSAL (RFP) NO. 901301 RECOMMENDATIONS: A. Authorize the Acting Director of the General Services Agency (GSA), or designee, to negotiate Power Purchase Agreements (PPA) (Master Contract 901301; Procurement Contract 11324) with SunEdison Government Solutions, LLC (Marc Fioravanti, Vice President Commercial Operations, Belmont, CA), for on-site solar photovoltaic (PV) generation systems at 9 (nine) Alameda County-owned facilities described below: i. Contract Services (2425 E. 12th Street, Oakland); ii. Eden Township Station (15001 Foothill Boulevard, San Leandro); iii. Emergency Operations Center (EOC) (2000-150th Avenue, San Leandro); iv. Fremont Library (2400 Stevenson Boulevard, Fremont); v. Social Services Agency (SSA) - Enterprise (8477 Enterprise Way, Oakland); vi. Social Services Agency - Adult, Aging, Family Services (7751 Edgewater Drive, Oakland); vii. Public Works Agency Turner Court Offices (951 Turner Court, Hayward); viii. Arena Center (7001 Oakport Street, Oakland); and ix. Santa Rita Jail (5325 Broder Boulevard, Dublin). B. Authorize the Acting Director of GSA to prepare the proper PPA documents and related documents for completion by the Contractor, have said documents reviewed and approved by County Counsel, and have the contract documents executed by the President of the Board; C. Adopt the attached resolution making findings necessary to authorize a PPA, including findings that the Alameda County Regional Renewable Energy Procurement (R-REP) solar PV systems total cost will be less than the anticipated cost of electricity that would have been consumed at each site in the absence of this system and that the terms of the award are in the best interest of Alameda County;

Honorable Board Members -2- March 9, 2015 D. Find that all of the above R-REP solar projects are categorically exempt under the California Environmental Quality Act (CEQA); E. Direct the Clerk of the Board to have the attached Notice of Exemptions recorded in the official records of Alameda County; and F. Authorize the GSA Acting Director to accept project management reimbursement funding for the R-REP sites that are contracted under a Power Purchase Agreement and deposit these monies into the County s Designated Fund for Energy. DISCUSSION/SUMMARY: On June 12, 2012, your Board approved the Resolution of Support for Alameda County s leadership of the R-REP project; Delegation of Authority to the Director, General Services Agency (GSA), or designee, to approve renewable energy site survey contracts for various County of Alameda properties, at a not-to-exceed cost of $2,200 per site with an anticipated total cost of $66,000; and approved in concept, the inclusion of various County properties in the R-REP project, with a total estimated project budget of $25,000,000 (Item #23, File #28222). Subsequently, on February 26, 2013, your Board authorized the Director of GSA to include 16 County properties in the R-REP; Authorized delegation of authority to the Purchasing Agent to execute and amend Agreements and transfer funds as necessary for Master Contract No. 901053; Amended the Capital Improvement Plan to increase the project budget for R-REP to $966,000, and Authorized the Auditor-Controller to make budgetary adjustments (Item #20, File #28757). Your Board then approved and authorized a Memorandum of Understanding (MOU), between the County of Alameda and seventeen (17) agencies participating in the R-REP on March 12, 2013 (Item #13, File #28757), and with Alameda County Fire Department (ACFD) on July 16, 2013 (Item #13, File #28961). On September 17, 2013, your Board authorized the Director of General Services Agency (GSA) to advertise and publish the Regional Renewable Energy Procurement (R-REP) Request for Qualifications/Request for Proposals (RFQ/RFP), Master Contract No. 901098, on behalf of the nineteen (19) public agencies participating in the collaborative procurement; approved a Resolution relating to R-REP workforce initiative including: a 40% local hiring Good-Faith Effort plan, partnerships with workforce entities in the participating jurisdictions and definition of local as the Nine County Bay Area; authorized Delegation of Authority to Director of GSA to make exceptions to County standard procurement policies and practices in order to conduct the solicitation on behalf of the nineteen (19) public agencies; and authorized the Director of GSA to issue a Notice of Recommendation to Award announcement to R-REP Participating Agencies upon completion of the solicitation (Item #36, File #29006). Finally, on June 4, 2014, your Board approved multiple recommendations related to RFQ/RFP, Master Contract No. 901098, including approval of a 1,724 KW PV project at Santa Rita Jail, and authorizing the Director of GSA to negotiate Development Agreements with SunEdison Government Solutions LLC for utility-scale solar PV generation systems at the County s Martinelli Center, located at 3575 Greenville Road in Livermore, and the Winton Landfill, located at 4001 West Winton Avenue in Hayward (File #29349, Item #14.2). Under a separate agenda

Honorable Board Members -3- March 9, 2015 Item, your Board accepted a report on the outcome of RFQ/RFP, Master Contract No. 901098, and approved a pool of R-REP Qualified Bidders to enable GSA and other R-REP Participating Agencies to negotiate PPAs or Direct Purchase Contracts with any of the Qualified Bidders, as authorized in California Public Utilities Code Section 388 (File #29349, Item #14.2). Subsequently, the County reached impasse in contract negotiations with SolarCity Corp., the sole vendor that bid on a bundle of sites that included twelve (12) County-owned properties included in RFQ/RFP No. 901098. City of Oakland and Alameda County Fire Department, two R-REP Participating Agencies that had sites in the same bundle, also reached impasse with SolarCity Corp. Since this bundle of sites received only one bid and the Participating Agencies were unable to move to negotiating with the next highest ranked vendor, it was necessary for the County to issue a second solicitation. Therefore, on November 18, 2014, Alameda County issued RFP No. 901301 on its own behalf and on the behalf of Alameda County Fire Department and City of Oakland to solicit bids from the list of vendors qualified through RFQ/RFP No. 901098, for on-site generation of renewable energy for municipal facilities via solar PV systems. Included in the second phase of the R-REP solicitation were 43 sites, grouped into four (4) bundles with an estimated capacity over 4,840 kw. The County included eleven (11) sites in the solicitation for a total of 3,449 kw. Only one bundle comprised of nine (9) County-owned sites received bids. City of Oakland and Alameda County Fire Department received no bids for the sites included in the RFP. The first phase of the R-REP (RFQ/RFP No. 901098) was structured as an indefinite quantity, multiple award, best-value solicitation. In addition, that solicitation was conducted in accordance with Government Code Section 4217.10, et seq., and specifically, Section 4217.16, which authorizes public agencies to solicit proposals from qualified persons and to award a contract on the basis of the experience of the Firm, the type of technology employed by the Firm, the cost to the local agency, and any other relevant considerations, provided that the projects deliver net cost savings to the public agency. Furthermore, California Public Utilities Code Section 388, allows governmental entities to conduct a pre-qualification as was conducted in the R-REP RFQ phase of RFQ/RFP No. 901098 to establish a list of qualified vendors. In accordance with California Government Code Section 4217.10, et. seq., GSA staff has concluded that the total cost for the R-REP solar projects bid under RFP No. 901301 will be approximately $9,500,000 less than the anticipated cost of electricity that would have been consumed by the facilities at those sites in the absence of this project, and that the terms of the award are in the best interest of Alameda County. Please see Attachment 1 for summary sheets of the financial analysis for each of the County sites, which show net savings over the 25-year life of the project for pricing as bid, such that the findings consistent with Code Section 4217.10 can be made. It is recommended that your Board adopt the attached resolution making findings necessary to authorize an energy services contract under Government Code Section 4217.12. Two sites, Contract Services and SSA-Adult, Aging, and Family Services, may need to be re-roofed prior to installing a rooftop PV system. The RFP requested pricing for these two sites with costs for re-roofing included and without. See Attachment 1 for a financial analysis for these two sites with and without re-roofing costs with pricing as bid.

Honorable Board Members -4- March 9, 2015 GSA applied for an incentive from Pacific Gas and Electric s California Solar Initiative (CSI) and received an incentive reservation for seven (7) of the sites included in RFP No. 901301 for a total of $305,269 under third-party ownership (i.e. PPA). The CSI incentives will be paid to the County in annual payments based on the amount of renewable energy the system generates over the first five years after installation. The CSI incentive funds will be deposited in the County s Designated Energy Fund. This Energy Fund was established in order to set aside energy efficiency incentives and rebates from past energy projects, and GSA utilizes these funds when approved by your Board for future energy efficiency projects. The CSI incentive reservations will expire unless the County is able to sign contracts with a vendor by May 20, 2015 for the SSA-Enterprise, Fremont Library, and Eden Township sites; by June 24, 2015 for Turner Court and EOC; and by June 27, 2015 for Contract Services and SSA-Adult, Aging, Family Services. The R-REP RFP requires that all PPA pricing proposals include a Project Management reimbursement payment equal to 3.5% of proposed purchase price for each site. Upon approval of the PPAs, this reimbursement payment will be paid to the County and deposited to the County s Energy Fund for use in covering internal project management and other associated project costs. This revenue will assist in partially offsetting one (1) additional Energy Project Manager. CEQA EXEMPTION: GSA staff has also determined that Alameda County s R-REP projects are statutorily exempt from the provisions of CEQA. Section 21080.35 of the Public Resources Code establishes a statutory exemption from CEQA for solar energy systems installed on an existing rooftop or at an existing parking lot. All R-REP Phase II projects are installations of solar energy systems installed on existing rooftops or at existing parking lots at facilities owned by County of Alameda. CEQA guidelines state that when a lead agency approves a project that it has determined to be exempt from CEQA, that lead agency may file a Notice of Exemption (NOE). Filing of an NOE is not mandated; however, it shortens the statute of limitations for legal challenges under CEQA from 180 days to 35 days. It is recommended that your Board now approve the CEQA statutory exemption finding and authorize the filing of the attached NOEs, as reviewed by the Office of the County Counsel, prior to the commencement of Alameda County s R-REP projects. SELECTION CRITERIA/PROCESS: General Services Agency worked with GSA-Procurement & Support Services to develop and issue an RFP to a list of vendors qualified through RFQ/RFP No. 901098, Regional Renewable Energy Procurement (R-REP). On January 15, 2015, two responses to the RFP were received. Both responses were for Bid Bundle 1, which included nine (9) County of Alameda sites. No bids were received for the other bundles included in the Solicitation. Responses were evaluated by the County Selection Committee (CSC) comprised of: a representative from GSA-Technical Services Department; one from City of Oakland, Office of Sustainability & Energy; one from UC Berkeley, Office of Sustainability &

RESOLUTION NO. R-201 S-92 A RESOLUTION MAKING r!ndings NECESSARY TO ACTHORIZE A'I ENERGY SERVICES CONTRACT FOR SOLAR POWER PURCHASE AGREEMENTS AT NINE COUNTY-OWNED FACll.ITIES. \\'H EREAS, County of Alameda was the lead agency of the Regional Rcne\vable Energy Project (R-REP), a collahorativc procure1ncnt of solar photovoltaic systcn1s that included nineteen public agencies and one hundred and eighty-six sites: and \\ 1 IJEREAS, the ('ounty of Ala1ncda \vorkcd \Vith the participating public agencies, and technical and financial consultants to develop the R-REP solicitation, issuing a Request for Qualification/Proposal ( R.FQ/P) in Scptc1nbcr 2013; and \\ 1 HEREAS, Ca\ifiJrnia Public LJtilities Code Section 388 allo\vs governn1cntal entities to conduct a pre-qualification such as \Vas conducted through the R-REP llfq/p to establish a list of qualified vendors: and \\'llrreas, the Ala1ncda ('ounty Board of Supervisors approved a pool ofr-rep Qualified Bidders in June 2014 to enahlc Ala1neda County General Services Agency and other R-REP Participating Agencies to negotiate Pov ier Purchase Agreements or Direct Purchase Contracts with any of the Qualified Bidders. as authorized in ('alifun1ia Public Utilities Code Section 388: and WHRRR.4.S, Govcrn1ncnt ('ode Section 4217.10. ct seq.. and specifically, Section 4217.16, authorizes public agencies to solicit proposals fron1 qualified persons and to avvard a contract on the basis of the experience of the rinn, the type of technology en1ployed hy the Finn. the cost to the local agency, and any other relevant considerations, provided that the projects deliver net cost savings to the public agency; and WHEREAS. in accordance with (Jovern1nent ('ode Section 4217.16, County of Ala1neda issued a second R-REP RFP (R-REP Phase II RFP) in \!ovcn1bcr 2014 that \.\l'as released only to the llllep Qualified Bidders from the previously conducted R-REP RFQ/P; and \\'HEREAS, County of Alan1eda included eleven sites in the R-REP Phase II llfp. including the follo\.\l'ing nine sites in Bid Bundle I: Contract Services Building; Eden l'o\vnship Station: [1nergency ()pcrations Center: Fren1ont Library; Social Services Agency-Enterprise Building; Social Services Agency - Adult, Aging, Fan1ily Services; Puhlic \Vorks Agency rurncr ('out1 ()fficcs: Arcn<i Center Facility: and Santa Rita Jail; an<l WHEREAS, Sun Edison Government Solutions. Ll,C. a \.\l'holly-o\vned subsidiary of Sun Edison I,I.C ("'SunEdison''). subn1ittcd a proposal in response to R-REP Phase II for solar po\.\l'er rooftop and carport systems fi.ir the nine County of Alan1eda o\vned sites in Bid Bundle I ("'the Projects"') and \Vas dctern1ined to be the highest ranked bidder by a County Selection Co1nn1ittee for these Projects; and

\\-'HEREAS, GSA has received a total of$3u5.269 in incentive reservations fro1n PG&E's CalitOmia Solar Initiative to be applied to the Projects; and WHEREAS, SunEdison plans to design. install, operate and 1naintain solar arrays on rooftops and carport structures at the nine County of Ala1neda o\vned sites, and sell the energy produced by the arrays to the l'ounty of Alan1cda; and WHEREAS, the County of Ala1neda plans to grant Sun Edison non-exclusive Grant of Access Rights to install, operate and n1aintain the rootlop and carport solar a1tays on County of Alan1eda property; und WHRRRAS, California Govcn11ncnt Code Section 4217.12, authoriles public agencies, including the County of Alatncda, to enter into an energy service co11tract \vhen the antici])utcd cost of the conservation services provided hy alternative energy cquip1nent \viii be less than the anticipated n1arginal cost of energy that \Vould have been consu1ned in the absence of the project. NOW 'l'herefore, BE l'l' RESOL\'ED that the Ala1ncda County Board of Supervisors 1nakes the follov.. 1 ing findings: 1. The rooftop and carport solar an ay syste1ns to he instalted at the Projects qualify as.. alternate energy equip111ent'' as that tcrn1 is defined in Government Code Section 4217.1 l(a). 2. The contracts betv.'ccn the County of Ala1neda and Sun Edison for the sale of solar energy to the County qualify as an "energy service contract" as that tcr1n is defined in Governtnent Code Section 4217.11 (I). 3. The Grant of Access Rights entered into by the County of Alan1cda and Sun Edison pcnnitting Sun Edison to install operate and n1aintain the solar arrays on ('ounty of Alameda property is a "facility ground lease" as that tcr1n is <lefine<l in Govemn1ent Code Section 4217.1 l(h). 4. Over its 25 year expected life span, the total cost of the po\ver purchased fro1n Sun Edison produced by the solar array syste1ns at the nine ('ounty of Alan1eda Projects will be approxin1ately 59,500,000 less than the cost of electricity that v.. 1 ould have been consu1ned in the absence of these systc1ns. 5. The difference hct\veen the fair rental value of the grant of access right at the Projects for Sun Edison to construct, niaintain and operate the solar systcn1s and the agreed rent is anticipated to be offset by below-1narket energy purchases under the energy service contract.

6. The tcrn1s of the a\var<l ofthc contract to SunE<lison f()r the design, construction. installation, operation. an<l n1aintcnancc oft he Projects arc in the best interest of('ounty of Alan1eda. APPROVED by the Board of Supervisors of the County of 1\lan1cda, State of California this 24th day of March, 2015, by the f(iilo\ving vote: AYES: NOES: ABSTAlr\: ABSENT: COUNTY OF ALAMEDA - ------ President. Board of Supervisors ATTEST: APPROVED AS TO FORM: Clerk For the Board of Supervisors

THE FOREGOING was PASSED and ADOPTED by a majority vote of the Alameda County Board of Supervisors this 24'" day of March 2015, to wit: AYES: Supervisors: Carson, Chan, Miley, Valle & President Haggerty- 5 NOES: None EXCUSED: None PRESIDENT, BOARD OF SUPERVISORS File No_,_: --=2""9_,_40""'1, _ Agenda No~: ~2"'2 Document No: R-2015-92 l certify that the foregoing is a correct copy of a Resolution adopted by the Board of Supervisors, Alameda County, State of California ATTEST Clerk of the Board Board of Supervisors /] By: