HomeMy WebLinkAboutAgreement A-22-395 Amendment No. 1 to ESA-Energy Storage.pdf Agreement No. 22-395
AMENDMENT NO. 1 TO
ENERGY SERVICES AGREEMENT—ENERGY
STORAGE (FRESNO COUNTY-JUVENILE JUSTICE
CAMPUS)
This Amendment No. 1 to Energy Services Agreement — Energy Storage (this
"Amendment") is entered into as of September 61' , 2022, and is by and between FFP Fund
VI SLB Holdings,LLC (as successor-in-interest to FFP Fund III Lessee 12,LLC and FFP BTM
Solar, LLC), a Delaware limited liability company ("ForeFront Power"), and the County of
Fresno, a political subdivision of the State of California ("Purchaser"). In this Amendment,
ForeFront Power and Purchaser are sometimes referred to individually as a "Party" and
collectively as the "Parties." Terms not otherwise defined herein shall have the meanings set
forth in the Original Agreement.
RECITALS
WHEREAS, the Parties entered into that certain Energy Services Agreement—Energy
Storage dated February 4,2020, and as amended and restated on July 13, 2021 (as amended,the
"Original Agreement");
WHEREAS, pursuant to Section 6 "Energy Services Payment" of the Special
Conditions, the Parties agreed to an Energy Storage System Size and Energy Service Payment,
which has been updated in order to maximize system efficiency pursuant to Schedule 1
"Description of the Premises, System and Subsidy";
WHEREAS,pursuant to Schedule 1 "Description of the Premises, System and Subsidy"
of the Special Conditions,the Parties agreed to an Energy Storage System Size and Anticipated
Subsidy or Rebate, which need to be updated to reflect final subsidy amounts;
WHEREAS,pursuant to Schedule 3 "Early Termination Fee"of the Special Conditions,
the Parties agreed to an Early Termination Fee, which need to be updated based on the final
storage system size;
WHEREAS,pursuant to Schedule 4.1(a)"Demand Charge Management Guarantee"of
the Special Conditions and pursuant to Schedule 4.1(b) "Energy Arbitrage Guarantee" of the
Special Conditions, the Parties agreed to a Demand Charge Management Guarantee and an
Energy Arbitrage Guarantee respectively, which need to be updated to account for the final
subsidy and system size;
WHEREAS, pursuant to Schedule 4.1(d) "Demand Reduction Guarantee Rate and
Energy Arbitrage Guarantee Rate" of the Special Conditions, the Parties agreed to a Demand
Reduction Guarantee Rate and Energy Arbitrage Guarantee Rate which need to be updated to
account for the final subsidy and system size; and
WHEREAS, the Parties wish to make further amendments to the Original Agreement
as set forth herein.
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NOW, THEREFORE, in consideration of the foregoing recitals, and the mutual
promises, representations, warranties, covenants, conditions herein contained, the Original
Agreement is amended as follows.
1. Amendment.
(a) The table in Section 6 of the Special Conditions is hereby amended by deleting
the table in its entirety and replacing it with the following table:
Energy Storage System Size Energy Services Payment
(kW AC) ($/year/kW AC for each
Term Year)
2,000 $40.73
(b) Schedule 1 of the Special Conditions, Energy Storage System Size, is hereby
amended by deleting the phrase "1,000 kW, 1914 kWh" and replacing it with
"2,000 kW, 3,828 kWh".
(c) Schedule 1 of the Special Conditions, Anticipated Subsidy or Rebate, is hereby
amended by deleting the phrase "$0.22 /Watt-hour SGIP Step 4" and replacing
it with"$0.85 /Watt-hour SGIP Equity Budget".
(c) The table in Schedule 3 of the Special Conditions is hereby amended by deleting
in its entirety and replacing it with the following table:
Early Termination Occurs in Column la Column lb
Year: Early Termination Fee where Expected Termination Fee
Purchaser does not take Title to based on System Size**/
the System($/Wac including costs ***
of removal)***
1* $2.40 $4,800,000
2 $1.50 $3,000,000
3 $1.31 $2,620,000
4 $1.12 $2,240,000
5 $0.93 $1,860,000
6 $0.73 $1,460,000
7 $0.70 $1,400,000
8 $0.68 $1,360,000
9 $0.67 $1,340,000
10 $0.65 $1,300,000
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Purchase Date Occurs on the 1s' Column 2a Column 2b
day following: Early Termination Fee where Expected Termination Fee
(Each"Anniversary"below shall Purchaser takes Title to the based on System Size**/
refer to the anniversary of the System ***
Commercial Operation Date) ($/Wac,does not include costs
of removal)***
5t'Anniversary $0.23 $460,000
6t'Anniversary $0.20 $400,000
71 Anniversary $0.18 $360,000
81 Anniversary $0.17 $340,000
91 Anniversary $0.15 $300,000
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 lb 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 2.1(b), 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 2.2 of the General Conditions.
(e) The tables in Schedule 4.1(a) of the Special Conditions are hereby amended by
deleting the tables in their entirety and replacing with the following tables:
Minimum Guaranteed Minimum Guaranteed
Term Demand Reduction(kW Term Demand Reduction(kW
Year AC)—GF E-20 Primary Year AC))—GF E-20 Primary
Option R Option R
1 2,817 6 2,817
2 2,817 7 2,817
3 2,817 8 2,817
4 2,817 9 2,817
5 2,817 10 2,817
Minimum Guaranteed Minimum Guaranteed
Term Demand Reduction(kW Term Demand Reduction(kW
Year AC)—TOU 2.0 B-20 Year AC))—TOU 2.0 B-20
Primary Option R Primary Option R
1 2,757 6 2,757
2 2,757 7 2,757
3 2,757 8 2,757
4 2,757 9 2,757
5 1 2,757 1 10 1 2,757
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(f} The tables in Schedule 4.1(b) of the Special Conditions are hereby amended by
deleting the tables in their entirety and replacing with the following tables:
Term Minimum Energy Minimum Energy
Year Arbitrage(kWh)—GF E- Year Arbitrage(kWh)—GF E-
20 Primary Option R 20 Primary Option R
1 445,245 6 445,245
2 445,245 7 445,245
3 445,245 8 445,245
4 445,245 9 445,245
5 445,245 10 445,245
Minimum Energy Minimum Energy
Term
Arbitrage(kWh)—TOU Year Arbitrage(kWh)—TOU
2.0 B-20 Primary Option R 2.0 B-20 Primary Option R
1 675,341 6 675,341
2 675,341 7 675,341
3 675,341 8 675,341
4 675,341 9 675,341
5 675,341 10 675,341
(g) The tables in Schedule 4.1(d) of the Special Conditions are hereby amended by
deleting the tables in their entirety and replacing with the following tables:
Demand Reduction Energy Arbitrage
Term Guarantee Rate($/kW Term Guarantee Rate($/kWh)—
Year AC)—GF E-20 Primary Year GF E-20 Primary Option
Option R R
1 $26.62 1 $0.01
2 $26.62 2 $0.01
3 $26.62 3 $0.01
4 $26.62 4 $0.01
5 $26.62 5 $0.01
6 $26.62 6 $0.01
7 $26.62 7 $0.01
8 $26.62 8 $0.01
9 $26.62 9 $0.01
10 $26.62 10 $0.01
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Demand Reduction Energy Arbitrage
Term Guarantee Rate($/kW Term Guarantee Rate($/kWh)—
Year AC)—TOU 2.0 B-20 Year TOU 2.0 B-20 Primary
Primary Option R Option R
1 $21.72 1 $0.04
2 $21.72 2 $0.04
3 $21.72 3 $0.04
4 $21.72 4 $0.04
5 $21.72 5 $0.04
6 $21.72 6 $0.04
7 $21.72 7 $0.04
8 $21.72 8 $0.04
9 $21.72 9 $0.04
10 $21.72 10 $0.04
2. Status of Original Agreement. All provisions of the Original Agreement that are not
expressly amended by this Amendment shall continue in full force and effect.
3. Counterparts. This Amendment may be executed in counterparts, each of which shall be
deemed an original and all of which shall constitute one and the same agreement.
4. Severability. Whenever possible, each provision of this Amendment shall be interpreted in
such manner as to be effective and valid under applicable law, but if any provision of this
Amendment shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity,without invalidating the remainder
of such provision or the remaining provisions of this Amendment.
5. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, INCLUDING
ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.
6. Successors and Assigns. This Amendment shall be binding upon and shall inure to the
benefit of the Parties hereto and their respective successors and assigns.
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IN WITNESS WHEREOF,the Parties have caused this Amendment to be executed
by their respective duly authorized representatives on the date hereof.
FOREFRONT POWER: COUNTY OF FRESNO
FFP Fund VI SLB Holdings,LLC
Name: Michael Smith Brian Pacheco, Chairman of the
Title: President Board of Supervisors of the
County of Fresno
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno, State of
California
By: *6r
Deputy
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