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Home My WebLink AboutFFP BTM Solar, LLC - Amdnt to Agreement - 3-21-2023L uL;uoiyi I CI ivuiu IC IU. JJL14V r V:!-5O / r-1+CJ•i-0Z1y D-ODrr1/ GOV VOUV AMENDMENT TO ENERGY SERVICES AGREEMENT — SOLAR REGIONAL WASTEWATER RECLAMATION FACILITY zl 2023 Date: March , Reference: Reference is hereby made to the following agreement (Agreement): Energy Services Agreement — Solar (Fresno -Clovis Regional Water Treatment Plant), dated June 25, 2020, between FFP BTM Solar, LLC (Provider) and City of Fresno (Purchaser) Premises: 5607 W Jensen Ave., Fresno, CA 93706 Purchaser: City of Fresno, a California Municipal Corporation Provider: FFP BTM Solar, LLC., a Delaware limited liability company Definitions: Capitalized terms not otherwise defined herein shall have the meaning ascribed to such term in the Agreement. Background: On June 25, 2020, the Parties entered into an Energy Services Agreement - Solar, Regional Wastewater Reclamation Facility (RWRF), for the installation and operation of a solar photovoltaic system at the Premises for the purpose of providing Energy Services. Council authorized the Director of Public Utilities, or designee, to approve any changes to the Power Purchase Agreement rates and energy storage system size, up to the maximum amount authorized in the Agreement. kWh Rate: Pursuant to Schedule 2 of the Agreement, for any interconnection upgrades and/or scope changes necessary for the System, the kWh Rate shall increase by a certain amount (depending on the circumstances described in Schedule 2), not to exceed a maximum kWh Rate increase set forth therein. As has been previously discussed with Purchaser, the System has incurred interconnection and scope change costs, and pursuant to Schedule 2, such costs increase the kWh Rate in the aggregate by $0.0101 which does not exceed the maximum kWh Rate increase set forth therein. As provided in the Agreement, Purchaser and Provider desire to modify the kWh Rate ($/kWh) set forth in Schedule 2. Page 1 of 3 UUI;UJIIy.II CI IVt1IL)pC IU. JJU•FUr U:1-.'7O/ r-'FCJ'#-O77O-ODrM I LODUODU Therefore, the PPA Rate Table in Schedule 2 shall be replaced, in its entirety, with the below table reflecting the increased kWh Rate ($/kWh): PPA Rate Table Term Year 1 kWh Rate ($/kWh) Term kWh Rate Year ($/kWh) 11 $0.0700 $0.0700 2 $0.0700 12 $0.0700 3 $0.0700 13 $0.0700 4 $0.0700 14 $0.0700 5 $0.0700 15 $0.0700 6 $0.0700 16 $0.0700 7 $0.0700 17 $0.0700 8 $0.0700 18 $0.0700 9 $0.0700 19 $0.0700 10 $0.0700 20 $0.0700 [signature page follows] Page 2 of 3 UUUUJIIyII CI IVCIUpU IU.:IUUKUr UU-�D/ r-'FCJ'F-OZ;. D-ODr/1/LODUODU PURCHASER CITY OF FRESNO, a California mu P6,11,soefpo.ration %�i 3/21/2023 By: SS0517os M42'E Brock D. Buche, Director Department of Public Utilities APPROVED AS TO FORM: ANDREW JANZ City I IXd by: By:7Y�r UWWfAn.0 0/2023 Jennifer M. Quintanilla Date Senior Deputy City Attorney ATTEST: TODDSTERMER, CMC City gKigned by: By: 'r j" h qbW 3/21/2023 Deputy Date Tina M Your PROVIDER FFP BTM Solar, LLC, a Delaware limited liabili -,'jI y By: '�!1 Nl.l(uat,l, Swt& 3/14/2023 _-- Name: Michael Smith Title: President (If corporation or LLC., CFO, Treasurer, L;S�51MEdMeE Assistant Secretary) V, Fr66S6AAj 3/20/2023 By: Name: Kristin Frooshani Title: secretary (If corporation or LLC., CFO, Treasurer, Secretary or Assistant Secretary) REVIEWED BY: Page 3 of 3 UUUUJII�f. I I CI IVCIUpI ILJ. JJU'-FUrUJ-UD! r-'4CJV-0ZI:9D-ODr/1/ GODUODU AMENDMENT TO ENERGY SERVICES AGREEMENT — SOLAR SOUTHEAST SURFACE WATER TREATMENT PLANT Date: March 21 , 2023 Reference: Reference is hereby made to the following agreement (Agreement): Amended & Restated Energy Services Agreement — Solar (Southeast Surface Water Treatment Plant), dated September 7, 2021, between FFP BTM Solar, LLC (Provider) and City of Fresno (Purchaser) Premises: Assessor's Parcel Numbers: 310-083-04T & 310-083-03T Purchaser: City of Fresno, a California Municipal Corporation Provider: FFP BTM Solar, LLC., a Delaware limited liability company Definitions:, Capitalized terms not otherwise defined herein shall have the meaning ascribed to such term in the Agreement. Background: On June 25, 2020, the Parties entered into an Energy Services Agreement - Solar, Southeast Surface Water Treatment Plant (SESWTF), for the installation and operation of a solar photovoltaic system at the Premises for the purpose of providing Energy Services. Council authorized the Director of Public Utilities, or designee, to approve any changes to the Power Purchase Agreement rates and energy storage system size, up to the maximum amount authorized in the Agreement. On September 7, 2021, the Parties executed an Amended & Restated Energy Services Agreement— Solar (Southeast Surface Water Treatment Plant) to increase the solar system size and adjust the PPA rates, early termination fee schedule, and estimated annual production. kWh Rate: Pursuant to Schedule 2 of the Agreement, for any interconnection upgrades and/or scope changes necessary for the System, the kWh Rate shall increase by a certain amount (depending on the circumstances described in Schedule 2), not to exceed a maximum kWh Rate increase set forth therein. As has been previously discussed with Purchaser, the System has incurred interconnection and scope change costs, and pursuant to Schedule 2, such costs increase the kWh Rate in the Page 1 of 3 UUUUJIIy.II CI IVCIUpV, IU. JJLI'4VrUJ--,Dl r-'4CJ'#-OU�D-ODrM/LODUODU aggregate by $0.0224 which does not exceed the maximum kWh Rate increase set forth therein. As provided in the Agreement, Purchaser and Provider desire to modify the kWh Rate ($/kWh) set forth in Schedule 2. Therefore, the PPA Rate Table in Schedule 2 shall be replaced, in its entirety, with the below table reflecting the increased kWh Rate ($/kWh): PPA Rate Table Term Year kWh Rate ($/kWh) Term kWh Rate Year ($/kWh) 1 $0.0999 11 $0.0999 2 $0.0999 12 $0.0999 3 $0.0999 13 $0.0999 4 $0.0999 14 $0.0999 5 $0.0999 15 $0.0999 6 $0.0999 16 $0.0999 7 $0.0999 17 $0.0999 8 $0.0999 18 $0.0999 9 $0.0999 19 $0.0999 10 $0.0999 20 $0.0999 [signature page follows] Page 2 of 3 Ljuk;uoiyii r-iivciUNt: iu. U;.)vwvrvL)-yorr-'+CU-+-oVZ7o-oorMf4OkJvovu PURCHASER CITY OF FRESNO, a California municLoiq cigneyr oration By:F/-7(7�466 3/21/2023 Broc oche, Director Department of Public Utilities APPROVED AS TO FORM: ANDREW JANZ City By: ,�wun.i� �i��y2o/zoz3 F Jennifer M. Quintanilla Date Senior Deputy City Attorney ATTEST: TODD STERMER, CMC City Clerk Ft" ocuSigned by: By: At qbw 3/21/2023 Deputy Date Tina M Your PROVIDER FFP BTM Solar, LLC, a Delaware limited liability c4M--/I,p-- 1'y By. I�U�UdU L �VK& 3/14/2023 Name: Michael smith Title: President (If corporation or LLC., CFO, Treasurer, . Wg,grb,Assistant Secretary) YlS iv, firbesl�, Vi 3/20/2023 By: Kristin Frooshani Name: Title: secretary (If corporation or LLC., CFO, Treasurer, Secretary or Assistant Secretary) REVIEWED BY: Page 3 of 3 UUUUJIIy.II CI IVCIUpt; ILJ. J0U4Ur UU-yO/ r-14CU-+-05M0-00rJ11 LODUOVU 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 Froosham Secretary By: Michael Smith, Authorized Representative for each of the following companies, which include all Parents listed on Annex A hereto: L/UUUJIIJ. II CI IVCIUptj IL/. J:1UVUr VJ-UDI r-4CJ4-ODUD-ODrM/LODUOVU ANNEX A PARENT I SUBSIDIARY Forefront Power, LLC Vuuuolyii CI IVempt; IU.:JJUHVrVO-yD/l LOVVOLIO