HomeMy WebLinkAboutFFP BTM Solar - Energy Storage at SESWTP AMENDED & RESTATED ENERGY SERVICES AGREEMENT — ENERGY STORAGE
Southeast Surface Water Treatment Plant
-Als Energy Services Agreement ("Agreement") is made and entered into as of
this day of k,►njpa 2021 (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 an energy storage 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. 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;
C. 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);
D. On June 25, 2020, the Parties entered into an Energy Services Agreement —
Energy Storage, Southeast Surface Water Treatment Plant on June 25, 2020
("Original Special Conditions");
E. Purchaser and Provider now desire to Amend & Restate the Special Conditions,
in their entirety, to amend the energy storage system size and adjust the rates,
early termination fee schedule, and minimum guaranteed services
F. Provider and Purchaser acknowledged that the General Terms and Conditions of
Energy Services Agreement between Provider and Purchaser dated as of June
25, 2020 ("General Terms and Conditions"), which are incorporated by reference
as set forth herein; and
G. The terms and conditions of this Amended & Restated Energy Services
Agreement, excluding the General Terms and Conditions incorporated herein,
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 ten (10) years from the first day of the Billing Period
immediately following 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 additional annual terms (each, a "Renewal
Term") so long as the Agreement(s) for any systems co-located on the Premises
remain in effect. 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
or any Renewal Term, Provider shall give written notice to Purchaser of
Provider's election to enter into a Renewal Term. Pricing and any Minimum
Guaranteed Demand Reduction for such Renewal Term shall be as is mutually
agreed by the Parties at such time. Absent Provider's election of any Renewal
Term, this Agreement shall expire on the last day of the Initial Term or any prior
Renewal Term, as applicable. 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:
Schedule 1 Description of the Premises,
S stem and Scope of Work
Schedule 2 Intentionally Omitted _
Schedule 3 Early Termination Fee
Schedule 4 Delivery of Energy Services
and Performance Guarantee
Schedule 5 Notice Information
Schedule 6 Site-Specific Information and
Re uirements
Schedule 7 Specific Items for Scope of
Work
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.
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5. Milestone Dates.
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.
5.2The Guaranteed Commercial Operation Date is 550 days from Guaranteed
Construction Start Date.
6. 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 following annual payment multiplied
by the Energy Storage System Size in kilowatts AC divided by twelve..
Energy Storage System Energy Services
Size (kW AC) Payment ($/year/kW
AC for each Term
Year)
1,000 $81.70
7. Minimum Incentive Level. Purchaser acknowledges that Provider will be applying for
the Self Generation Incentive Program ("SGIP") for the System. To the extent that
the value of the incentives to be received through SGIP is less than the Minimum
Incentive Level in Schedule 1. D, Provider has the right (but not the obligation) to
modify the values in Schedules 1, 3 and 4. Within ten (10) Business Days of
receiving written notice of modification to Section 6 above and Schedule 1, 3, and 4,
Purchaser may terminate this Agreement by sending Provider a written rejection of
the modification to such values. If Purchaser accepts the modified values or fails to
respond in writing by the first business day after ten (10) Business Days, the
modified values in Section 6 and Schedule 1, 3, and 4 shall be deemed to replace
the original values.
8. Additional System Uses. Purchaser acknowledges and agrees that during the Term,
Provider may, with Purchaser's consent, not to be unreasonably withheld,
conditioned or delayed, use the System to provide additional services to third
parties, including without limitation an electric utility and/or the electrical grid
operator, provided that no such additional use shall in any way alter, reduce or
eliminate Provider's obligations under this Agreement.
9. Amendment. This Agreement hereby amends and restates and supersedes the
Original Special Conditions in its entirety.
[Signatures follow on the 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
r
B _ -PL, By:
Michael Carbajal, Dire or
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.) CiZAtte
Date: August 3,2021
By L 1
By. a ni r buintanilla Date
Senior Deputy City Attorney
Name: Kristin 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:
Date
Deputyru,�
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SCHEDULES
I. Schedule 1: Description of the Premises. System and Subsid
A. Premises Assessor's Parcel Numbers:
310-083-04T & 310-083-03T
Site diagram attached: ❑ Yes X No
B. Description of "System" means the battery or other technology
Ene_my Storage System system and related components to be installed by or
for Provider at the Premises.
Energy Storage System 1,000 kW/ 1,914 kWh (this is an estimate (and not a
Size: guarantee) of the System size; Provider may update
the System Size prior to the Commercial Operation
Date.
C. Anticipated Subsidy $0.25/Wh
or Rebate
D. Minimum Incentive $0.25/Wh
Level
II. Schedule 2-- Intentionally Omitted.
III. Schedule 3 — Early Termination Fee
The Early Termination Fee with respect to the System under this Agreement
shall be calculated in accordance with the following:
Early Termination Fee ($) = Applicable $/Wac value (from tables below) * Energy
Storage System Size (set in Schedule 1) * 1000 as indicated in column lb and
2b
Early Column 1a Column I
Termination Early Termination Expected Termination
Occurs in Fee where Purchaser Fee
Year: does not take Title to based on System Size**
the System ($/Wac /
including costs of ***
removal)***
1* $2.34 $2,340,000
2 $1.73 $1,730,000
3 $1.58 $1,580,000
4 $1.44 $1,440,000
5 $1.29 $1,290,000
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6 $1.14 $1,140,000
7 $1.11 $1,110,000
8 $1.08 $1,080,000
9 $1.05 $1,050,000
10 $1.03 $1,030,000
Purchase Date Occurs Column 2a Column 2b
on the 1st day following: Early Expected
(Each "Anniversary" Termination Fee Termination Fee
below shall refer to the where Purchaser based on
anniversary of the takes Title to the System Size** /
Commercial Operation System ***
Date) ($IWac, does not
include costs of
removal)***
r
5th Anniversary $0.64 $640,000
6th Anniversary $0.61 $610,000
7th Anniversary $0.58 $580,000
8th Anniverswy $0.55 $550 000
9th Anniversary $0.53 $530,000
Thereafter Fair Market Value Fair Market
Value
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— Delivery of Energy Services
4.1 EnergyServices. Provider shall operate the System to, when feasible, (i)
reduce Purchaser's peak electric energy demand from the Local Electric Utility
("Demand Reduction Services"); and (ii) charge the System during Off-Peak Hours and
dispatch stored electric energy to Purchaser during Peak Hours ("Energy Arbitrage
Services," and collectively with Demand Reduction Services, the "Energy Services").
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(a) Demand Charge Management Guarantee. Provider shall perform the
Demand Reduction Services such that the Purchaser receives demand charge
reductions at a minimum as follows for each Term Year (such amount, the "Minimum
Guaranteed Demand Reduction"):
Term Minimum Term Minimum
Year Guaranteed Year Guaranteed
Demand Demand
Reduction (kW Reduction (kW
AC) AC)
1 4,011 6 4,011
2 4,011 7 4,011
3 4,011 8 4,011
4 4,011 9 43011
5 4,011 10 4,011
(b) Energy Arbitrage Guarantee. Provider shall perform the Energy Arbitrage
Services such that the Purchaser achieves energy arbitrage at a minimum as follows for
each Term Year (such amount, the "Minimum Guaranteed Energy Arbitrage"):
Term Minimum Energy Term Minimum Energy
Year Arbitrage (kWh) Year Arbitrage (kWh)
1 419,229 6 419,229
2 419,229 7 419,229
3 419,229 8 419,229
4 419,229 9 419,229
5 419,229 10 419,229
(c) Lost Savings. For each Term Year, if Provider does not provide at least the
Minimum Guaranteed Demand Reduction or the Minimum Guaranteed Energy
Arbitrage, Provider shall credit Purchaser an amount equal to Purchaser's Lost Savings
on an invoice or invoices within ninety (90) days after the end of such period, up to the
Lost Savings Cap. Upon Provider's payment of any Lost Savings, Provider shall be
deemed to have met the Minimum Guaranteed Demand Reduction and Minimum
Guaranteed Energy Arbitrage for each Term Year. "
(d) The "Demand Reduction Guarantee Rate" or "DR" and the "Energy Arbitrage
Guarantee Rate" or "ER" for each Term Year are as follows:
I
i
Term Demand Term Energy
Year Reduction Year Arbitrage
Guarantee Guarantee Rate
Rate ($/kW ($/kWh)
AC)
1 $10.82 1 $0.09
2 $10.82 2 $0.09
3 $10.82 3 $0.09
4 $10.82 4 $0.09
5 $10.82 5 $0.09
6 $10.82 6 $0.09
7 $10.82 7 $0.09
8 $10.82 8 $0.09
9 $10.82 9 $0.09
10 $10.82 10 $0.09
(e) The Parties acknowledge and agree that Purchaser's purchase under this
Agreement does not include any right or title to seek any capacity payments that may
be attributable to the System, and that all such rights are reserved and retained by
Provider, subject to Applicable Law.
4.2 The Minimum Guaranteed Demand Reduction and the Minimum Guaranteed
Energy Arbitrage shall, for each Term Year, be reduced to the extent Provider's ability
or cost to provide the Energy Services are adversely affected by any of the following:
(a) Any act or omission by Purchaser affects the System in any way
that impairs its ability to safely store and discharge energy or Provider's ability to
monitor or control the System.
(b) Theft, destruction or damage affects the System in any way that
impairs its ability to safely store and discharge energy or Provider's ability to monitor or
control the System, except to the extent caused by the manufacturer of the System or
Provider.
(c) A Disruption Period occurs.
(d) A Purchaser Default, including Provider suspending the Energy
Services as a result of a Purchaser Default.
(e) Purchaser fails to provide access to the Premises or the System
as required by Section 7.2(d) of the General Terms and Conditions.
(f) A Force Majeure Event-
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(g) Purchaser elects to have the Local Electric Utility apply a different
tariff to the Premises that has an adverse impact on Provider's ability to reduce
Purchaser's peak demand from the Local Electric Utility.
(h) Any material deviation in the Purchaser's load profile at the
Premises from the Base Year Load not resulting from the Energy Services or Provider's
acts or omissions.
On each invoice submitted by Provider to Purchaser, Provider shall, if applicable,
include a statement of the amount by which the Minimum Guaranteed Demand
Reduction and Minimum Guaranteed Energy Arbitrage will be reduced pursuant to this
Section 4.2. If Purchaser does not dispute the amount of such reduction within thirty
(30) days after its receipt of such invoice, Purchaser will be deemed to have accepted
such reduction.
4.3 The Local Electric Utility Tariff means the retail tariff pursuant to which the
Local Electric Utility provides electric distribution and interconnection services to
Purchaser at the Premises. As of the date below, the Local Electric Utility Tariff
applicable to the Premises is as follows:
Date Local Electric Utility Tariff
Effective Date E-20T
l
Commercial Operation Date B-20T Option R
If at any time after the date above, Provider determines that an alternative Local
Electric Utility Tariff is more advantageous for Purchaser, Provider may, with
Purchaser's consent, change the Local Electric Utility Tariff set forth above to such
alternative Local Electric Utility Tariff for the Premises.
If there is a change in the Local Electric Utility Tariff applicable to the Premises
that has a material impact on Provider's ability to provide the Energy Services or
evaluate compliance with the performance guarantee in this Schedule 4, then upon
written notice from Provider to Purchaser, the Parties shall negotiate in good faith to
make the minimum changes to this Agreement necessary to preserve to the maximum
extent possible the benefits, burdens and obligations set forth in this Agreement as of
the Effective Date; provided, any change in the rates or other costs applicable to the
Premises under the Local Electric Utility Tariff will not constitute a change that will
cause this Section 4.3 to be applicable. Notwithstanding the foregoing, Provider shall
continue to provide the Energy Management Services, and Purchaser shall continue to
make the Energy Services Payments, while the Parties negotiate the changes to this
Agreement contemplated in this Section 4.3.
4.4 Additional Defined Terms.
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"Actual Annual Demand Reduction" or "AADR" means the sum of all Actual
Demand Reductions during each Term Year, calculated as follows:
AADRTerm Year = ADRBilling Period 1 + ADRBilling Period 2...+ADRBilling Period 24
"Actual Demand Reduction" or "ADR" means the sum of the Peak Demand
Reductions occurring during Demand Periods for which a Demand Charge is charged
within a Billing Period, calculated as follows:
ADRBilling Period = PDRDemand Period 1 + PDRDemand Period 2...+ PDRDemand Period Final
"Actual Annual Shifted Ener " or "AASE" means the sum of all Actual Shifted
Energy during each Term Year.
"Actual Shifted Energy" or "ASE" means the sum of all electric energy (in kWh)
discharged during Peak Hours.
"Actual System Savings" means the savings associated with the AADR and
AASE, which is the gross aggregate savings that accrues to Purchaser's Local Electric
Utility bill resulting from the operation of the System, calculated based on Purchaser's
load and the Energy Services metered data, and shall include, but is not limited to,
changes in demand charges, energy and utility usage taxes.
"Base Year Load" means the electrical load of the Premises during the 12
months from January 2020 to December 2020 (with the exception of April 27th 2020
through May 24th 2020 being replaced with April 27th 2019 through May 24th 2019 data),
as recorded by the Local Electric Utility meter(s).
"Billing Periods " means each of the consecutive time periods applicable to
Purchaser during which the Local Electric Utility assesses and bills demand charges for
the Premises.
"Demand Charge" means a charge by the Local Electric Utility generally
assessed for a given period based upon Purchaser's maximum demand (on a per kW
basis) occurring during such period, generally charged as a fixed rate calculated with
reference to such maximum demand.
"Demand Period" means each period within a Billing Period for which a Demand
Charge is or could be assessed by the Local Electric Utility. The Premises may have
one or more Demand Periods per Billing Period, including, if applicable, Demand
Periods referred to as "peak", "part-peak", "off-peak", "non-coincident", or "on-peak".
"Demand Reduction Guarantee Rate" or "DR" has meaning set forth in Section
4.1(d) of this Schedule 4.
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"Energy Arbitrage Guarantee Rate" or "ER" has the meaning set forth in Section
4.1(d) of this Schedule 4.
"Local Electric Utility Tariff" has meaning set forth in Section 4.3 of this Schedule
4.
"Lost Savings" means the dollar amount Provider will credit to Purchaser in
accordance with the terms of this Agreement for any Term Year for which MGDR
exceeds AADR or MGEA exceeds ASE, calculated as follows:
Lost Savings = (MGDR —AADR) x DR; or
Lost Savings = (MGEA—AASE) x ER
"Lost Savings Cap" means the maximum amount of Lost Savings that Provider
will credit to Purchaser in accordance with the terms of this Agreement for any Term
Year, calculated as the difference between the Energy Services Payments for the
relevant Term Year and the Actual System Savings. The Lost Savings Cap will be
deemed to be $0 to the extent the Actual Systems Savings exceeds the Energy
Services Payments for the relevant Term Year.
"Minimum Guaranteed Energy Arbitrage" or "MGEA" has the meaning set forth in
Section 4.1(b) of this Schedule 4.
"Minimum Guaranteed Demand Reduction" or "MGDR" has the meaning set forth
in Section 4.1(a) of this Schedule 4.
"Off-Peak Hours" means 9:01 am —4:OOpm, Pacific time.
"Peak Demand Level" or "PDL" means the maximum electricity service demand
level (in kW AC) in a Demand Period for the Premises, as billed by the Local Electric
Utility.
"Peak Demand Reduction" or "PDR" means the amount of the reduction in
maximum electricity service demand level (in kW AC) in a Demand Period for the
Premises, calculated as True Peak Load minus Peak Demand Level.
"Peak Hours" means 4:01 pm — 9:OOpm, Pacific time.
"True Peak Load" means the maximum electricity service demand level in a
Demand Period for the Premises, which demand may be supplied by the Storage
System, the Local Electric Utility, on-site electricity generation (if any), or other
distributed energy resource. The True Peak Load is calculated as the highest combined
total of the electricity sources concurrently providing electric energy to the Premises
during a month.
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4.5 System Size. To the extent there is a change in System size, Provider shall be
required to obtain Purchaser consent to such change. If Purchaser consents to such
change in System size, then the Parties agree to amend the Agreement accordingly.
Purchaser's City Manager or designee is authorized to amend this Agreement for the
sole purpose of reflecting the change in System size. The Guaranteed Commercial
Operation Date and the Guaranteed Construction Start Date shall be extended on a day
for day basis for delays in obtaining any such consent and/or amendment.
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 Not Applicable
solar installation
Cleanup plan, corrective action Not Applicable
plan or permits applicable to
Premises
Open spill reports or unresolved Not Applicable
release reports
Known underground storage f Not Applicable
tanks, foundations, utilities
Utility easements or public rights Not Applicable
of way
Completed closure or "cap" on Not Applicable
buried waste or other materials
Systems in place for extracting Not Applicable
and 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
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VII. Schedule 7 —Specific Items for Scope of Work
Storage:
1. Provider Responsibilities:
1.1. Provider shall be responsible for securing, maintaining and paying all
fees associated with all Governmental Approvals (as defined in Section
1.1 of the General Terms) necessary for the installation, operation, and
maintenance of the System, including but not limited to permitting and
approval as may be required by the [authority having jurisdiction].
1.2. Provider shall be responsible for all grading, paving, or other Site
preparation necessary in order to install the System, and for the
payment of all costs associated with such Site preparation.