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AMENDED & RESTATED ENERGY SERVICES AGREEMENT — SOLAR
Southeast Surface Water Treatment Plant
This Energy Services Agreement ("Agreement") is made and entered into as of this
fit' day of �P-kyn b—r2021 (Effective Date), between FFP BTM SOLAR, LLC, a
Delaware limited liability company ("Provider"), and City of Fresno, a California
Municipal Corporation ("Purchaser"; and, together with Provider, each, a "Party" and
together, the "Parties").
RECITALS
A. Purchaser desires that Provider install and operate a solar photovoltaic system at
the Premises (as hereafter defined) for the purpose of providing Energy Services
(as hereafter defined), and Provider is willing to have the Installation Work
performed by using one or more qualified contractors holding the appropriate
licenses required in the jurisdiction where the System will be installed;
B. Provider is in the business of designing, constructing, owning, financing, and
operating solar photovoltaic systems for the purpose of selling power generated
by the systems to its purchasers;
C. The Charter for Purchaser allows for cooperative purchase agreements for work
of public improvement. Purchaser is allowed to piggyback an existing
government agency's agreement, under Fresno City Charter 1208;
D. On July 19, 2017, the School Project for Utility Rate Reduction (SPURR) issued
a Renewable Energy Aggregated Procurement (REAP) Program Request for
Proposal (RFP), seeking prospective vendor terms and conditions for solar and
energy storage projects. SPURR selected Provider for an award under the RFP.
The RFP is attached hereto as Exhibit A and is incorporated herein by reference.
The Parties agree that the Vendor has entered into the Amended and Restated
SPURR REAP Program Master Contract. (Original Government Contract),
E. On June 25, 2020, the Parties entered into an Energy Services Agreement —
Solar, Southeast Surface Water Treatment Plant on June 25, 2020 ("Original
Special Conditions");
F. Purchaser and Provider now desire to Amend & Restate the Special Conditions,
in their entirety, to increase the solar system size and adjust the PPA rates, early
termination fee schedule, and estimated annual production;
G. Provider and Purchaser acknowledged that the General Terms and Conditions of
Energy Services Agreement between Provider and Purchaser dated June 25,
2020 ("General Terms and Conditions"), which are incorporated by reference as
set forth herein; and
H. The terms and conditions of this Amended & Restated Energy Services
Agreement, excluding the General Terms and Conditions incorporated herein,
now constitute the "Special Conditions" referred to in the General Terms and
Conditions.
In consideration of the mutual promises set forth below, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereby agree as follows:
1. Incorporation of General Terms and Conditions. The General Terms and
Conditions are incorporated herein as if set forth in their entirety.
2. Initial Term. The initial term of this Agreement shall commence on the Effective
Date and shall continue for twenty (20) years from the Commercial Operation
Date (as defined in the General Terms and Conditions), unless and until
extended or terminated earlier pursuant to the provisions of this Agreement (the
"Initial Term"). After the Initial Term, this Agreement may be renewed for an
additional five (5) year term (a "Renewal Term"). At least one hundred and
eighty (180) days, but no more than three hundred and sixty-five (365) days, prior
to the expiration of the Initial Term, Provider shall give written notice to Purchaser
of the availability of the Renewal Term. Purchaser shall have sixty (60) days to
agree to continuation of this Agreement for the Renewal Term. Absent
agreement to the Renewal Term this Agreement shall expire on the Expiration
Date. The Initial Term and the subsequent Renewal Term, if any, are referred to
collectively as the "Term".
3. Schedules. The following Schedules hereto are hereby incorporated into this
Agreement:
f Schedule 1 Description of the Premises, System and Subsidy
Schedule 2 Energy Services Payment
Schedule 3 Early Termination Fee
Schedule 4 Estimated Annual Production
Schedule 5 Notice Information
Schedule 6 Site Specific Information and Requirements
Schedule 7 Specific Items for Scope of Work
Schedule 8 Site Diagram
4. Privacy. Purchaser acknowledges that the System may collect certain
information about Purchaser's electricity usage and the System performance.
Such information may be stored and processed in the United States or any other
country in which Provider or its third-party service providers, or its or their
respective affiliates, subsidiaries, or service providers, maintain facilities.
Purchaser consents to any such transfer of information outside of Purchaser's
country.
5. Milestone Dates-
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5.1 The Guaranteed Construction Start Date is 730 days from Effective Date
provided that the Local Electric Utility is prepared to begin its construction
on any required utility, (distribution or transmission), upgrades, if any. In
the event that the Local Electric Utility is not prepared to commence
construction on required upgrades, if any are required, Provider will be
allowed a day for day extension to the Guaranteed Construction Start
Date, as defined in the General Terms and Conditions between the
Parties.
5.2 The Guaranteed Commercial Operation Date is 550 days from
Guaranteed Construction Start Date.
6. Purchase Requirement; Energy Services Payment. "EneMy Services" means
the supply of electrical energy output from the System and any associated
reductions in Purchaser's peak demand from its Local Electric Utility. Purchaser
agrees to purchase 100% of the Energy Services generated by the System and
made available by Provider to Purchaser during each relevant month of the
Term, up to a maximum of 110% of Estimated Annual Production, as defined in
Schedule 4. While the Energy Services are calculated and billed on a per kWh
basis as set forth in Schedule 2 of these Special Conditions, they represent a
package of services and benefits.
7. Estimated Annual Production. The annual estimate of electricity generated by
the system for each year of the initial term is set as forth in Schedule 4 of the
Special Conditions ("Estimated Annual Production"). Within sixty (60) days of
each annual anniversary of the Commercial Operation Date, Provider will provide
a statement to Purchaser that shows the actual annual kWh production from the
System for the Term Year, the Estimated Annual Production, and the Minimum
Guaranteed Output (defined below).
8. Minimum Guaranteed Output. If the System fails to generate at least 95% of the
Estimated Annual Production for a full Term Year (such amount, the "Minimum
Guaranteed OuW"), other than as a result of the acts or omissions of Purchaser
or the Local Electric Utility (including a Disruption Period), or an Event of Force
Majeure, Provider shall credit Purchaser an amount equal to Purchaser's Lost
Savings on the next invoice or invoices during the following Term Year. The
formula for calculating Lost Savings for the applicable Term Year is as follows:
Lost Savings = (MGO*WPR -AE) x RV
MGO = Minimum Guaranteed Output, as measured in total kWh, for the
System for the applicable Term Year.
WPR = Weather Performance Ratio, measured as the ratio of the actual
insolation over typical (pro-forma) insolation. Such Weather Performance
Ratio shall only apply if the ratio is less than 1.00.
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AE = Actual Electricity, as measured in total kWh, delivered by the System
for the Term Year plus the estimated lost energy production during a
Disruption Period.
RV = (ATP - kWh Rate)
ATP = Average tariff price, measured in $/kWh, for the Term Year paid by
Purchaser with respect to the Premises. This price is determined by
dividing the total cost for delivered electricity, including all charges
associated with such electricity howsoever named, including, without
limitation, charges for distribution, transmission, demand, and systems
benefits, paid to the Local Electric Utility during the applicable Term Year
by the total amount of delivered electricity by the electric utility during such
Term Year.
kWh Rate = the kWh Rate in effect for the applicable Term Year(s),
measured in $/kWh.
By way of example only, the Lost Savings would be as follows with the following
assumptions:
Lost Savings [Year 5] _ (480,989 [MGO*WPR —AE]) x 0.0091 [RV] _ $4,377
MGO = 3,245,907 kWh [Year 5 Estimated Production x 95%]
WPR = 0.98 [Assumes insolation slightly less than pro-forma]
AE = 2,700,000 kWh [Assumes actual delivery of 2,700,000 kWh and no
Disruption Period]
RV = $0.0091 [Year 5 ATP —Year 5 kWh Rate]
ATP = $0.09 [Assumes all-in tariff rate in Year 51
kWh Rate = $0.0809 [Year 5 kWh Rate set forth in Schedule 2]
If the RV is zero or less, then no Lost Savings payment is due to Purchaser. Any
Lost Savings payment shall occur no later than sixty (60) days after the end of
the Term Year during which such Lost Savings occurred.
9. Allowed Disruption Time. Notwithstanding the provisions in Section 4.3 of the
General Terms and Conditions to the contrary, during years 4 through 20 (but not
years 1 through 3) of the Term, Purchaser shall be afforded a one-time allocation
of fifteen (15) days which may be used consecutively or in separate periods of at
least twenty-four (24) hours each ("Allowed Disruption Time") during which the
System shall be rendered non-operational. Purchaser shall not be obligated to
make payments to Provider for electricity not received during the Allowed
Disruption Time, nor shall Purchaser be required to reimburse Provider for any
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other lost revenue during the Allowed Disruption Time, including any lost revenue
associated with any reduced sales of Environmental Attributes, and Provider
shall be credited for the estimated lost production the System would have
produced during such Allowed Disruption Time toward satisfaction of its Minimum
Guaranteed Output, as set forth in Section 8 of the Special Conditions, such
estimated lost production to be calculated in the same manner as set forth in
Section 4.3 of the General Conditions.
10. Sunlight Access. Purchaser will take all reasonable actions as necessary to
prevent other buildings, structures or flora from overshadowing or otherwise
blocking access of sunlight to the System.
11. Use of System. Purchaser will not use electrical energy generated by the
System for the purposes of heating a swimming pool within the meaning of
Section 48 of the Internal Revenue Code.
1Z Amendment. This Agreement hereby amends and restates and supersedes the
Original Special Conditions in its entirety.
SIGNATURES ON NEXT PAGE
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IN WITNESS WHEREOF and in confirmation of their consent to the terms and
conditions contained in this Agreement and intending to be legally bound hereby,
Provider and Purchaser have executed this Agreement as of the Effective Date.
PROVIDER: PURCHASER:
FFP BTM SOLAR, LLC., a Delaware limited CITY OF FRESNO, a municipal
liability company corporation
By: By:
Michas! Carbajai, Dire ar
Name: Michael Smith Department of Public Utilities
Title: President APPROVED AS TO FORM:
(If corporation or LLC., Board Chair, Pres. DOUGLAS T. SLOAN
or Vice Pres.) CitaAttn y
Date: August 3,2021
ByBy, ir M. intanilla Date
5tnior Deputy City Attorney
Name: ICri tin Frooshani
ATTEST:
Title: Secretary BRIANA PARRA, CMC
(If corporation or LLC., CFO,Treasurer, Interim City Clerk
Secretary or Assistant Secretary)
Date: August 3,2021 By: W/,//) ��
Date 4 7/2o L(
Deputy
Wwco
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SCHEDULES
I. Schedule 1 — Description of the Premises, System and Subsidy
A. Premises Assessor's Parcel Numbers:
310-083-04T & 310-083-03T
Site diagram attached: X Yes ❑No
B. Description of Solar Behind the meter ground-mounted solar
System
Solar System Size: 4,017.6 kW(DC) (this is an estimate (and not a
guarantee) of the System size; Provider may update the
System Size prior to the Commercial Operation Date.
C. Anticipated Subsidy or
Rebate $0
II. Schedule 2 — Energy Services Payment
Purchaser shall pay to Provider a monthly payment (the "Energy Services
Payment") for the Energy Services provided by the System during each calendar
month of the Term equal to the product of (x) Actual Monthly Production for the
System for the relevant month multiplied by (y) the kWh Rate.
The "Actual Monthly Production" means the amount of energy recorded by
Provider's metering equipment during each calendar month of the Term.
The kWh Rate with respect to the System under this Agreement shall be in
accordance with the following schedule:
PPA Rate Table
Term kWh Rate Term $/kWh Rate
Year ($/kWh) Year ($/kWh)
1 $0.0775 11 $0.0775
2 $0.0775 12 $0.0775
3 $0.0775 13 $0.0775
4 $0.0775 14 $0.0775
5 $0.0775 15 $0.0775
6 $0.0775 16 $0.0775
7 $0.0775 17 $0.0775
8 $0.0775 18 $0.0775
9 $0.0775 19 $0.0775
10 1 $0.0775 20 $0.0775
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Distribution, Transmission, and Electrical Infrastructure Upgrades. Within thirty (30)
days of receipt of notice from the Local Electric Utility of distribution, transmission, and
electrical infrastructure upgrade costs required by the Local Electric Utility, Purchaser
will provide written notice (email is acceptable) to Provider of Purchaser's election of
one of the following options:
a. Purchaser will bear all the distribution, transmission, and electrical infrastructure
upgrade costs, and the kWh Rates stated in the PPA Rate Table will remain
unchanged. Purchaser shall make payments directly to the Local Electric Utility in
accordance with the requirements of the Local Electric Utility.
b. For every $0.01 per watt DC of such distribution, transmission, or electrical
infrastructure upgrade costs, the kWh rate in the PPA Rate Table will increase
$0.00059 per kWh, with a maximum kWh rate increase of $0.02203 per kWh.
Provider shall then be responsible for all associated costs and payments.
c. If distribution, transmission, or electrical infrastructure upgrades are required and
exceed the maximum kWh increase of $0.02203 per kWh, then ForeFront Power
has the option to terminate this Agreement.
Scope Changes (ITC Eligible).ble). If changes in project scope occur that are eligible for the
Federal Investment Tax Credit (including but not limited to adverse geotechnical
conditions or the inclusion of spare conduit) and the costs directly related to such
changes go beyond those contemplated as part of the development and implementation
of the System in this Agreement, Provider will provide reasonable documentation
demonstrating the direct and actual time and materials costs relating to such costs to
Purchaser. Within thirty (30) days after Purchaser receives such documentation,
Purchaser will provide written notice to Provider of Purchaser's election of one of the
following options:
a. Purchaser will bear all of the reasonably documented scope change costs, and
the kWh rate as stated in Table 1 will remain unchanged.
b. For every $0.01 per watt DC of such costs, the kWh rate in Table 1 will increase
$0.00037 per kWh, with an additional maximum kWh rate increase of $0.00322
per kWh. Provider shall then be responsible for all associated costs and
payments.
Scope Changes (Non-ITC Eligible). If changes in project scope occur that are not
eligible for the Federal Investment Tax Credit (including but not limited to ADA
compliance costs not related to System configuration or construction) and the costs
directly related to such changes go beyond those contemplated as part of the
development and implementation of the System in this Agreement, Provider will provide
reasonable documentation demonstrating the direct and actual time and materials costs
relating to such costs to Purchaser. Within thirty (30) days after Purchaser receives
such documentation, Purchaser will provide written notice to Provider of Purchaser's
election of one of the following options:
a. Purchaser will pay the entire amount of such associated costs, and the kWh rate
as stated in the PPA Rate Table will remain unchanged.
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b. For every $0.01 per watt DC of such associated costs, the kWh rate in the PPA
Rate Table will increase $0.00049 per kWh, with an additional maximum kWh
rate increase of $0.00427 per kWh. Provider shall then be responsible for all
associated costs and payments.
III. Schedule 3 — Early Termination Fee
The Early Termination Fee with respect to the System under this Agreement
shall be calculated in accordance with the following:
Early Column 1a Column 1b
Termination Early Termination Fee where Expected Termination Fee
Occurs in Purchaser does not take Title to the based on
Year: System ($/Wdc including costs of System Size** /***
removal)***
1* $2.98 $11,959,330
2 $2.56 $10,292,505
3 $2.42 $9,729,977
4 $2.29 $9,192,319
5 $2.16 $8,661,966
6 $2.03 $8,137,518
7 $2.00 $8,047,278
8 $1.98 $7,963,462
9 $1.96 $7 877,594
10 $1.94 $7,790,790
11 $1.92 $7,700,468
12 $1.89 $7,607,630
13 $1.87 $7,512,096
14 $1.85 $7,414,852
15 $1.82 $7,313,421
16 $1.79 $7,208,674
17 $1.77 $7,100,371
18 $1.74 $6,989 342
19 $1.71 $6,873,218
20 $1.68 $6,752,708
Purchase Date Occurs Column 2a Column 2b
on the 91st day Early Termination Fee Expected Termination Fee
following: where Purchaser takes Title based on System Size**
(Each "Anniversary" to the System
below shall refer to the ($/Wdc, does not include
anniversary of the costs of removal)***
Commercial Operation
Date)
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511 Anniversa $1.53 $6,128,718
61 Anniversary $1.50 $6,038,478
7th Anniversary $1.48 $5,954,662
81h Anniversary $1.46 $5,868,794
9m Anniversary $1.44 $5,781,990
101 Anniversa $1.42 $5,691,668
11th Anniversary $1.39 $5,598,830
1211 Anniversary $1.37 $5,503,296
131h Anniversary $1.35 $5,406,052
141 Anniversary $1.32 $5,304,621
15th Anniversary $1.29 $5,199,874
16th Anniversa $1.27 $5,091,571
1711 Anniversa $1.24 $4,980,542
181 Anniversary $1.21 $4,864,418
191h Anniversary $1.18 $4,743,908
At Expiration (the end of the Initial Term), the amount in Column 1 shall be
deemed to be zero (0).
*Includes Early Termination prior to the Commercial Operation Date.
**Based on System Size as of the Effective Date. System Size (and therefore
Columns 1 b and 2b will change upon System Size change).
*** The Early Termination Fee for Column 1 shall be calculated in accordance with
and subject to Sections 2.2(a), 11.2(b), and 11.3 of the General Conditions, as
applicable. The Early Termination Fee for Column 2 shall be calculated in
accordance with and subject to Section 2.3 of the General Conditions.
IV. Schedule 4— Estimated Annual Production
Estimated Annual Production commencing on the Commercial Operation Date
with respect to System under this Agreement shall be as follows:
Term Year Estimated Term Estimated
Production (kWh) Year Production (kWh)
1 8,098,236 11 7,702,314
2 8,057,745 12 7,663,803
3 8,017,456 13 1 7,625,484
4 7,977,369 14 7,587,356
5 7,937,482 15 7,549,420
6 7,897,795 16 7,511,673
7 7,858,306 17 7,474,114
8 7,819,014 18 7,436,744
9 7,779,919 19 7,399,560
10 7,741,020 20 7,362,562
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The values set forth in the table above are estimates (and not guarantees), of
approximately how many kWhs are expected to be generated annually by the
System assuming the System size indicated in Schedule 1 and based on initial
System designs. Provider may deliver to Purchaser an updated table on or
about the Commercial Operation Date based on the actual System size and
design.
V. Schedule 5 — Notice Information
Purchaser: Provider:
Department of Public Utilities FFP BTM Solar, LLC
Attn: Director of Public Utilities c/o Forefront Power, LLC
2600 Fresno Street, Room 4019 Attn: Director, Energy Services
Fresno, CA 93721 100 Montgomery St., Suite 725
San Francisco, CA 94104
With a copy to
FFP BTM Solar, LLC
c/o Forefront Power, LLC
Attn: Legal Department
100 Montgomery St., Suite 725
San Francisco, CA 94104
Email:
FPLegal@forefrontpower.com
Financing Party:
[To be provided by Provider
when known]
VI. Schedule 6 — Site Specific Information and Requirements
In accordance with Section 7.2(f) of the General Terms and Conditions, the
following information references any known restrictions on the use of the
Premises for the construction, ownership, use and operation of the System,
including any land use restrictions, known underground structures or equipment,
or limitations arising under permits or applicable law, as well as any additional
Environmental Documents, reports or studies in the possession or control of the
Purchaser, which shall each have been delivered to Provider as of the Effective
Date:
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Type of Information Information Delivered to Provider as of the
Effective Date
Phase I environmental site Not Applicable
assessment
Reports on site sampling (soil or Not Applicable
groundwater)
Land use restrictions imposed by Not Applicable
governmental authorities
Lease restrictions on proposed solar Not Applicable
installation
Cleanup plan, corrective action plan Not Applicable
or permits applicable to Premises
Open spill reports or unresolved Not Applicable
release reports
Known underground storage tanks, Not Applicable
foundations, utilities
Utility easements or public rights of Not Applicable
way
Completed closure or"cap" on Not Applicable
buried waste or other materials
Systems in place for extracting and Not Applicable
collecting methane, groundwater or
leachate
Subject to the control of a trustee, Not Applicable
group of entities or entities other
than landlord and/or Purchaser
VII. Schedule 7 —Specific Items for Scope of Work
7.1. All System structures shall be permitted through the authority having
jurisdiction as ground mounted structures. Provider shall obtain permits on behalf of the
project(s), including building department, structural, grading, and/or electrical permits as
required. Provider assumes that existing Conditional Use Permits can be amended to
include the Project.
7.2. Provider and Purchaser have conducted an environmental analysis
pursuant to the requirements of CEQA, to be approved by Purchaser as Lead Agency.
In the event there are subsequent discretionary approvals necessary to implement the
project, which require additional environmental assessment, Provider will prepare any
necessary assessment pursuant to the requirements of CEQA. Purchaser shall be
responsible for the cost of any additional assessments and any mitigation required by
those additional assessments and/or discretionary approvals. As such scope and costs
are determined, Provider shall work with Purchaser in good faith to determine a
mutually-acceptable solution for Purchaser to pay such additional costs, if any, including
potentially an increase in the kWh rate in Schedule 2. Additionally, the Construction
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Start date shall be extended on a day for day basis for delays associated with
subsequent mitigations.
7.3 Provider shall obtain a Conditional Use Permit for the project. If required,
Provider shall not be responsible for the cost of any visual screening requirements,
including but not limited to landscaping and fence slats, resulting from the permitting
process. Provider shall work with Purchaser in good faith to determine a mutually-
acceptable solution for Purchaser to pay such additional costs, if any, including
potentially an increase in the kWh rate in Schedule 2.
7.4 Fencing shall be 6' tall chain link, without barbed wire. Provider will
determine the number of gates that are to be installed on the perimeter fencing, and
such location(s) will be indicated on Provider's drawings and plan submittals to
Purchaser.
7.5 Provider intends to interconnect the System to Purchaser-owned 4.16 kV
service conductors at a mutually agreeable location. Provider assumes that the existing
conductors and service equipment are sufficiently capable of accepting the additional
electrical load of the System. Provider shall not bear responsibility for any required
upgrades to the Purchaser's pre-existing electrical system and infrastructure. Provider
shall work with Purchaser in good faith to determine a mutually-acceptable solution for
Purchaser to pay such additional costs, if any, including potentially an increase in the
kWh rate by exercising the Scope Changes (Non-ITC Eligible) rates in Schedule 2.
7.6 Provider shall be responsible for all fees associated with the
interconnection application, except that Provider shall not be responsible for
transmission, electrical infrastructure distribution upgrades determined necessary by the
Local Electric Utility. Provider shall work with Purchaser in good faith to determine a
mutually-acceptable solution for Purchaser to pay such additional costs, if any, including
potentially an increase in the kWh rate by exercising the Distribution, Transmission, and
Electrical Infrastructure Upgrades rates in Schedule 2.
7.7 Provider assumes that soil conditions are class 3 soils, and not such soils
that are rocky, sandy, contaminated, ground water, caving, or otherwise have
problematic construction limitations, including liquefaction. If soil conditions prove to be
other than class 3 soils, Provider shall not be responsible for such additional expenses
as a result of additional subterranean geotechnical work including boring, trenching as
well as increased foundation requirements for the solar racking and/or equipment pads.
As such scope and costs are determined, Provider shall work with Purchaser in good
faith to determine a mutually-acceptable solution for Purchaser to pay such additional
costs including potentially an increase in the kWh rate by exercising the Scope Changes
(ITC Eligible) rates in Schedule 2.
7.8 Provider assumes a balanced site. Any spoils that result from the
installation of the System are assumed to be spread on site. Provider shall not be
responsible for exporting soils. Provider shall work with Purchaser in good faith to
determine a mutually-acceptable solution for Purchaser to pay any such additional costs
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including potentially an increase in the kWh rate by exercising the Scope Changes
(Non-ITC Eligible) rates in Schedule 2.
7.9 Provider assumes that existing grade is level and that no grading is
required in support of System installation.
7.10 Provider does not intend to use PVC coated rigid conduits, nor concrete
encased conduits.
7.11 Provider assumes that there is a water source on site, and available for
Provider's use.
7.12 Provider assumes Risk Level I Best Management Practices as it relates to
relevant Stormwater Protection Plan assumptions for the installation of the System.
7.13 Provider will execute a Phase I Environmental Site Assessment, in
accordance with ASTM e1527. Provider assumes that there are no Recognized
Environmental Conditions, Historical Recognized Environmental Conditions or de
minimis concerns associated with the Project Site.
7.14 Provider agrees to construct the System in no more than 1 construction
phase, and that Provider will be allowed ample space to store material on site.
7.15 Provider shall be responsible for all inspection and inspector costs
associated with the installation of the system.
7.16 In the event the Local Electric Utility requires electrical infrastructure
upgrades, Purchaser shall bear responsibility for the full scope of required upgrades to
the Purchaser's electrical system and infrastructure. Provider shall work with Purchaser
in good faith to determine a mutually-acceptable solution for Purchaser to pay such
additional costs, if any, including potentially an increase in the kWh rate by exercising
the Scope Changes (Non-ITC Eligible) rates in Schedule 2.
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