HomeMy WebLinkAboutFFP BTM Solar, LLC, Energy Service Agreement- Solar, 8-30-2022LJUUU01 II CIIVCIUFIC ILJ. JLJU0.7000-DJ.7M-1+000-00U0-UI /'#UrU� ILI U
CONFIDENTIAL AND
f ;7 .2- �f
PROPRIETARY
ENERGY SERVICES AGREEMENT — SOLAR
FAX — Employee Parking Lot
This Energy Services Agreement ("Agreement") is made and entered into as of this 3o*"—
day of hoq j,5 t 2022 (or, if later, the latest date of a Party's execution and delivery
to the otheY Party of this Agreement, the "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 Parties agree that the Vendor has entered into the Amended and Restated
SPURR REAP Program Master Contract. (Original Government Contract);
E. Provider and Purchaser acknowledged those certain General Terms and
Conditions of Energy Services Agreement between FFP BTM Solar, LLC and
Purchaser dated as of June 25, 2020 ("General Terms and Conditions"), which are
incorporated by reference as set forth herein; and
F. The terms and conditions of this 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:
LIUUU01yiI CI IVCIUFJC IU. J000�00U-0JyH-'+VLA -000C-U/ /'-FUruu ILI U
CONFIDENTIAL AND PROPRIETARY
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:
Schedule 1
Description of the Premises, System and Subsid
Schedule 2
EneMy 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
Purchaser Provider Conduit Diagram
Schedule 9
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, with Purchaser's
consent, any other country in which Provider or its third -party service providers, or
its or their respective affiliates, subsidiaries, or service providers, maintain
facilities.
5. Milestone Dates.
5.1 The Guaranteed Construction Start Date is 450 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, and the City has completed
construction within the area of solar development (as indicted in Schedule 8). In
the event that the Local Electric Utility is not prepared to commence construction
on required upgrades, if any are required, or the City has not completed
construction within the area of solar development, 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.
2
UUUU,Djy[I CIIVCIUpt; IU. JUJOy000-DJUM7'+VUJ -,-OOUD-yl /'+UFU� IG/U
CONFIDENTIAL AND PROPRIETARY
5.2 The Guaranteed Commercial Operation Date is 270 days from Guaranteed
Construction Start Date.
6, Purchase Requirement: Energy Services Pa ment. "Energy 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 Out ut. If the System fails to generate at least 95% of the
Estimated Annual Production for a full Term Year (such amount, the "Minimum
Guaranteed Output"), 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.
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
K3
UUUUJILJ. II CIIVU1Upt: ILJ. JLJJOVOOU-DJ�M-`+VJl'-OOUD-�/ /'FUr U.71L/U
CONFIDENTIAL AND PROPRIETARY
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] _ (462,879 [MGO*WPR — AE]) x 0.0692 [RV] _ $32,031
MGO = 5,982,530 kWh [Year 5 Estimated Production x 95%]
WPR = 0.98 [Assumes insolation slightly less than pro -forma]
AE = 5,400,000 kWh [Assumes actual delivery of 2,700,000 kWh and no
Disruption Period]
RV = $0.0692 [Year 5 ATP — Year 5 kWh Rate]
ATP = $0.188 [Assumes all -in tariff rate in Year 5]
kWh Rate = $0.1188 [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
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.
CI
UUUUJIIy.II CI IVCIUiJU ILJ. JVJOy0OU-OJZ2M-4.7J1r-000O'UI I'FUruv IL/U
CONFIDENTIAL AND PROPRIETARY
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.
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:
FF 814 SQLAR, LLC., a Delaware limited C DOE.F-RESNO, a municipal
I i b�c rIR
9A39720110504F7. AOE56A2521814C7..
By:
Michael Smith
Name:
President
Title:
(If corporation or LLC., Board Chair, Pres.
or Vice Pres.)
DocuSigned by;
O
E
i�6
COF542$48E414CE.
By.
Name: Kristin Frooshani
Title: secretary
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Date:
Gregory A Barfield Date
Assistant City Manager
Interim Director
Department of Transportation
APPROVED AS TO FORM:
na°�Gft2&es
IF140Wi they
11 9DADMD875E469...
Pauline Brickey Date
Deputy City Attorney
ATTEST:
stammer, CMC
L
�j'.�e�
6CAs38E82090«3 .
By:
F /- a�,
Date
UUUU01 I I CIIVCIUPt: IU. JUUO5OOU-DUUt-k-'+UUl-,-OOUD-y! !'FUFU7 1410
CONFIDENTIAL AND PROPRIETARY
SCHEDULES
Schedule 1 — Description of the Premises System and Subsid
A. Premises Assessor's Parcel Numbers:
46506204T; 46505219T; 45825021 T; 45825033T;
4 45825031T;45825029T T
Site diagram attached: I X Yes ❑No
B. Description of Solar Behind the Meter, Net Energy Metering Solar System.
System
Solar System Size: 219.24 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 $0
Schedule 2 — Energy Services Payment
Purchaser shall pay to Provider a monthly payment (the "Energy Services
Payment") for the Energy Services provided by the System during each calendar
month of the Term equal to the product of (x) Actual Monthly Production for the
System for the relevant month multiplied by (y) the kWh Rate.
The "Actual Monthly Production" means the amount of energy recorded by
Provider's metering equipment during each calendar month of the Term.
The kWh Rate with respect to the System under this Agreement shall be in
accordance with the following schedule:
PPA Rate Table
Term
Year
kWh Rate
($/kWh)
Term
Year
$/kWh Rate
($/kWh)
1
$0.1689
11
$0.1689
2
$0.1689
12
$0.1689
3
$0.1689
13
$0.1689
4
$0.1689
14
$0.1689
5
$0.1689
15
$0.1689
6
$0.1689
16
$0.1689
7
$0.1689
17
$0.1689
8
$0.1689
18
$0.1689
9
$0.1689
19
$0.1689
10
$0.1689
20
$0.1689
1.1
UUI.U01yiI CI IVCIUpU IU.ULJUOUOOV-OU.'711-•F.7Ul.,-OODU-U/ /YVrUy ILIV
CONFIDENTIAL AND PROPRIETARY
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
$0.0007 per kWh, with a maximum kWh rate increase of $0.0160 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 $0.0160 per kWh, then ForeFront Power
has the option to terminate this Agreement.
Scope Changes (ITC Eligible). 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
$0.00044 per kWh, with an additional maximum kWh rate increase of $0.0080 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.
7
UUUUJ I y II CI IVCIUptC IU. JU:)OZI000-D"UZ2t-%--.U:)%,-OOUD-yI /'+Ur Uy 141 U
CONFIDENTIAL AND PROPRIETARY
b. For every $0.01 per watt DC of such associated costs, the kWh rate in the PPA
Rate Table will increase $0.00058 per kWh, with an additional maximum kWh rate
increase of $0.0106 per kWh. Provider shall then be responsible for all associated
costs and payments.
III. Schedule 3 — Early Termination Fee
The Early Termination Fee with respect to the System under this Agreement shall
be calculated in accordance with the following:
Early Column 1a
Termination Early Termination Fee where Purchaser
Occurs in does not take Title to the System
Year: ($/Wdc including costs of removal)***
1 * $5.33
Column 1b
Expected Termination
Fee based on
System Size** / ***
$1,168,885
$993,028
2 $4.53
3 $4.25
$932,611
4
$3.99
$875,200
5
$3.74
$819,133
6
$3.48
$763,194
7
$3.44
$753,520
8
$3.40
$744,928
9
$3.36
$736,061
10
$3.32
$727,029
11
$3.27
$717,552
12
$3.23
$707,729
13
$3.18
$697,532
14
$3.13
$687,056
15
$3.08
$676,030
16
$3.03
$664,535
17
$2.98
$652,534
18
$2.92
$640,101
19
$2.86
$626,974
20
$2.80
$613,213
L/UUU,D1y1I CI Ivt IlupC ILI. JUJO5000-D"JUM-'#Z?JV-OOUD-UI 140r UU ILIU
CONFIDENTIAL AND PROPRIETARY
Purchase Date Occurs on
the 91st day following:
(Each "Anniversary" below
shall refer to the anniversary
of the Commercial
Operation Date)
Column 2a Column 2b
Early Termination Fee Expected Termination
where Purchaser takes Fee based on System
Title to the System Size**
($Mdc, does not include
costs of removal*
$2.98
5th Anniversary
$653,574
6th Anniversary
$2.94
$643,900
7th Anniversary
$2.90
$635,308
8th Anniversary
$2.86
$626,441
9th Anniversary
$2.82
$617,409
10th Anniversary
$2.77
$607,932
11th Anniversary
$2.73
$598,109
12th Anniversary
$2.68
$587,912
13th Anniversary
$2.63
$577,436
14th Anniversary
$2.58
$566,410
15th Anniversary
$2.53
$554,915
16th Anniversary
$2.48
$542,914
17th Anniversary
$2.42
$530,481
18th Anniversary
$2.36
$517,354
$503,593
19th Anniversary
$2.30
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.
0
UuL;u JIIy. II CIIVCIupU IU. JUJ0.7000-0"JUM--F.7Jli-00VD-7/ /Yuruz7 ILl u
CONFIDENTIAL AND PROPRIETARY
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
Production (kWh)
Term Estimated
Year Production (kWh)
11 359,044
1
377,500
2
375,613
12
357,249
3
373,734
13
355,463
4
371,866
14
353,685
5
370,006
15
351,917
6
368,156
16
350,157
7
366,316
17
348,406
8
364,484
18
346,664
9
362,662
19
344,931
10 360,848
20
343,206
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:
Fresno Transportation Department FFP BTM Solar, LLC
Attn: Transportation Director c/o Forefront Power, LLC
2223 G Street Attn: Director, Energy Services
Fresno, CA 93706 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
10
UUUU01yiI CI IVCIUPC IU. (-+UrUV IL/U
CONFIDENTIAL AND PROPRIETARY
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:
Type of Information
Phase I environmental site
assessment
Reports on site sampling (soil or
groundwater)
Land use restrictions imposed by
governmental authorities _
Lease restrictions on proposed solar
installation
Cleanup plan, corrective action plan
or permits applicable to Premises
Open spill reports or unresolved
release reports _
Known underground storage tanks,
foundations, utilities
Utility easements or public rights of
Information Delivered to Provider as of the
Effective Date
Not Applicable
Not Applicable
Not Applicable
I
Not Applicable
Not Applicable
j Not Applicable
Not Applicable
j Not Applicable
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
11
LjUUU0Iy II CI IVC1upU ILI./4UrUZI IL/U
CONFIDENTIAL AND PROPRIETARY
VII. Schedule 7 — Specific Items for Scope of Work
7.1. All System structures shall be permitted through the authority having
jurisdiction as carports or shade structures, as applicable. 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. Solar arrays will have a canopy height of 10' minimum clearance, as
indicated in Schedule 8. In the event additional height is required, Purchaser shall work
with Provider in good faith to determine a mutually -acceptable solution for Purchaser to
pay additional costs, if any, including potentially an increase in the kWh rate in Schedule
2.
7.3. Provider and Purchaser are operating under the assumption that the
premises will be eligible for a CEQA Notice of Exemption (NOE), and that a special use,
conditional use, or zoning permit will not be required. Provider assumes that Purchaser,
as lead agency, will issue a Notice of Exemption for CEQA. Upon request, Provider shall
provide such limited support as necessary to Purchaser to obtain the NOE, including, if
necessary, biological study and associated consultant statement and summary citing
exemptions applicable. Provider shall not be responsible for costs or delays associated
with any unforeseen required CEQA studies, special use, conditional use, or zoning
permits, or mitigations that may result from a CEQA submittal and public comment.
7.4 Provider intends to interconnect the System to Purchaser -owned 480V
service conductors at a mutually agreeable location. Provider assumes that the future
conductors and service equipment will be sufficiently capable of accepting the additional
electrical load of the System. Provider shall not bear responsibility for any required
upgrades to the Purchaser's planned or 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.
7.5 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.
7.6 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
12
L/UUU01 II CI IVCIUFJC IU. JU:10.7000-OJZ7M74y:J%.,-OOUD-.7/ 14UrUU ILI U
CONFIDENTIAL AND PROPRIETARY
additional costs, if any, including potentially an increase in the kWh rate by exercising the
Scope Changes (Non -ITC Eligible) rates in Schedule 2.
7.7 Provider assumes the use of existing, Purchaser -provided spare conduits
for electrical wiring runs. Provider's construction of the System assumes additional
underground conduits and associated infrastructure will not be required. 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.
7.8. Provider shall be responsible for all tree trimming and tree removal in order
to facilitate the installation of the Systems. Purchaser shall acknowledge and approve
removal of trees identified by Provider, in order to install the system and such approval
shall not be unreasonably withheld. Provider shall be responsible for all afforestation,
reforestation or payment in lieu for any trees removed. Irrigation re-routing shall not be
the responsibility of the Provider.
7.9 Provider excludes all ADA related work. Should any excluded items for
ADA-compliance be required, Provider will work with Purchaser in good faith to determine
a mutually -acceptable solution for Purchaser to pay the costs associated with such
upgrades, including potentially an increase in the kWh rate in Schedule 2.
7.10 Provider assumes that soil conditions are not such soils that are rocky,
sandy, contaminated, ground water, caving, or otherwise have problematic construction
limitations. Specifically, ForeFront Power assumes no required shoring or de -watering for
trenches, and a maximum required pier depth of 12' and diameter of 30". If soil conditions
prove to be more adverse than these assumptions, Provider shall not be responsible for
such additional expenses. 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 in Schedule 2.
7.11 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.
7.12 Provider shall be responsible for all inspection and inspector costs
associated with the installation of the system.
`91
a
W
a
O
w
a
0
Z
J
Z
W
0
LL
Z
0
9
'' i
F
OLLI�
4006 LL O
gg9�
55Y »S a
6 1
°
x ®
x
E
��
C It amE
LL
a.+
L
DocuSign Envelope ID: OD25AFAA-OFF6-45A3-88D2-E87479B201D1
Exhibit C
DISCLOSURE OF CONFLICT OF INTEREST
[Project Titlel
PROJECT TITLE
YES*
NO
1
Are you currently in litigation with the City of Fresno or any of its
agents?
2
Do you represent any firm, organization or person who is in
litigation with the City of Fresno?
3
Do you currently represent or perform work for any clients who do
U
business with the City of Fresno?
4
Are you or any of your principals, managers or professionals,
owners or investors in a business which does business with the
City of Fresno, or in a business which is in litigation with the City of
Fresno?
5
Are you or any of your principals, managers or professionals,
related by blood or marriage to any City of Fresno employee who
has any significant role in the subject matter of this service?
6
Do you or any of your subcontractors have, or expect to have, any
interest, direct or indirect, in any other contract in connection with
El
U
this Project?
* If the answer to any question is yes, please explain in full below.
Explanation.
❑ Additional page(s) attached.
Nticl ALL Sk&
8/30/2022
Date
Michael Smith
(name)
FFP BTM Solar, LLC
(company)
100 Market Street Suite 725
(address)
San Francisco, CA 94104
(city state zip)
Page 1 of 1
L/UUUJIIJ.II CIIVCIUpt; IU. UL/00000U-D"JVH7'47U1.-00UD-V I /14Ur U� I LI U
OMNIBUS WRITTEN CONSENT
APPOINTING OFFICERS
March 1, 2021
Appointment of Officers
WHEREAS, each company listed as a parent on the left side of Annex A hereto (each, a "Parent"
and, collectively, the "Parents") is the sole Member or sole managing Member, as applicable, of each of
the companies listed as its subsidiary on the right side of Annex A hereto (each, a "Subsidiary" and
collectively, the "Subsidiaries"); and
WHEREAS, each Parent deems it advisable for each of its Subsidiaries listed on Annex A to
update its officer appointments to appoint the people indicated to the positions set forth on Table 1.
NOW, THEREFORE, BE IT RESOLVED as follows:
RESOLVED, that: (a) each Parent that is the sole Member or sole managing Member, as
applicable, of any Subsidiary listed on Annex A hereto; and (b) each Parent that owns a majority of the
equity interests of any Subsidiary listed on Annex A hereto, does hereby for each such Subsidiary listed on
Annex A, appoint the people indicated to the positions set forth on Table 1;
RESOLVED, that each Parent confirms the appointment of the other officers listed in Table 1
below to the respective positions set forth opposite their names, which appointments shall supersede all
prior appointments of officers;
RESOLVED, that all acts and things heretofore done by any Parent, Subsidiary or person,
including any of the respective officers, directors, and employees of any such Parent or Subsidiary, with
respect to the foregoing matters, or in reliance on the effectiveness of the foregoing resolutions, or which
would have been authorized had these resolutions been in effect at the time of such act or other thing, are
hereby ratified, confirmed and approved in all respects.
TABLE 1
Name
Title
Michael Smith
President
Yumitake Furukawa
Vice President
Kristin Frooshani
Secretary
By:
Michael Smith, Authorized Representative for
each of the following companies, which include
all Parents listed on Annex A hereto:
UUI:UJIylI CIIVCIUptj IU. JUJOVOOU-DU7M'4VJ1+-OOUD-Vl INUr Uy IL/U
ANNEX A
PARENT I SUBSIDIARY
Forefront Power, LLC
UUUUJIIJ.II CI IV CIUFIC IU. UU:J07000-D"U7M-'+yUl--OOUD-UI I'IUrU7 I/- IU