HomeMy WebLinkAboutAgreement A-23-677 ESA w Forefront Power - Behavioral Mental Health.pdf Agreement No. 23-677
ENERGY SERVICES AGREEMENT—SOLAR
FRESNO COUNTY—BEHAVIORAL HEALTH AND MENTAL HEALTH SERVICES
This Energy Services Agreement("Agreement")is made and entered into as of this 12th day of December,2023 (or,
if later,the latest date of a Party's execution and delivery to the other Party of this Agreement,the"Effective Date"),
between FFP BTM SOLAR, LLC, a Delaware limited liability company ("Provider"), and the County of Fresno, a
political subdivision of the State of California("Purchaser");and,together with Provider,each,a"PA]qy"and together,
the"Parties".
RECITALS
A. Purchaser desires that Provider install and operate a solar photovoltaic system, as described herein, at the
Premises (as hereafter defined) for the purpose of providing Energy Services (as hereafter defined), and
Provider represents that Provider will perform the Installation Work under this Agreement using one or more
qualified contractors holding the appropriate licensure 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. California Government Code sections 4217.10 et seq. authorize a local public agency to enter into energy
service contracts, facility financing contracts, and related agreements to help implement the State's energy
conservation and alternative energy supply source policy stated therein;
D. Purchaser's Board of Supervisors has made the findings,as required by Government Code section 4217.12,
that the anticipated cost to the Purchaser for Energy Services provided under this Agreement is expected to
be less than the anticipated marginal cost to the Purchaser of electrical energy,which that would have been
consumed by Purchaser in the absence of its purchase of the Energy Services;
E. Provider and Purchaser acknowledge those certain General Terms and Conditions of Energy Services
Agreement between Provider and Purchaser, dated February 4th, 2020 ("General Conditions"), which are
incorporated by reference as set forth herein;and
F. The terms and conditions of this Energy Services Agreement,excluding the General Conditions incorporated
herein,constitute the"Special Conditions"referred to in the General 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 Conditions. The General Conditions are incorporated herein as if set forth in their
entirety._Capitalized terms that are not defined in this Agreement shall have the same meaning given to them
in the General Conditions. All references in the General Conditions to "ForeFront Power" shall mean
Provider for purposes of this Agreement.
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,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 one (1) 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 from receipt of that notice to agree in writing to continuation of this
Agreement for the Renewal Term. Absent Purchaser's written 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 Scope of Work
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 System Layout
Schedule 9 Acknowledgment of Upgrades,
Schedule or Scope Change
4. Privacy. Purchaser acknowledges that the System may collect certain information about Purchaser's
electricity usage and the System performance.This information includes how much the System is producing,
how much energy Purchaser is consuming,and overall System performance. Such information,which shall
be de-identified,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.
5.1 The Construction Start Date is seven hundred thirty(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,and assuming a CEQA Notice of Exemption is obtained. 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 Construction Start Date.
5.2 The Guaranteed Commercial Operation Date is:(i)sixty(60)days from the date on which the Local
Electric Utility authorizes Provider to schedule an inspection by it, to energize the System after
confirming Provider's completion of installation, and testing of the System, or(ii)April 14,2026,
whichever occurs later.
6. Purchase Requirement;Energy Services Payment. Purchaser agrees to purchase one hundred percent(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 one hundred and ten percent(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
(i.e.fixed rate regardless of time of use and access to monitoring services).Purchaser is entitled to exclusive
ownership of any and all Environmental Attributes arising from or associated with all of the Energy Services,
and has the exclusive right to sell those Environmental Attributes as Purchaser sees fit, without notice to
Provider or any Financing Party,and without any obligation to compensate Provider or any Financing Party.
7. Net Energy Metering.
7.1 The Parties acknowledge that the pricing for Behavioral Health and Mental Health Services under this
Agreement assumes Net Energy Metering(NEM)2.0 for the Initial Term. Provider represents, covenants,
and warrants to Purchaser that Provider submitted interconnection applications to Behavioral Health and
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Mental Health Services before April 14,2023.If(i)prior to the Commercial Operation Date,(A)Provider
fails to keep such interconnection applications in good standing such that the System would not be eligible
for NEM 2.0, or (B) the California Public Utilities Commission issues a decision such that the System
would not be eligible for NEM 2.0 grandfathering for at least twenty (20)years, Purchaser may terminate
this Agreement with no liability whatsoever,including,but not limited to,the Early Termination Fee. The
foregoing shall not apply to the extent Provider's failure is caused by an act or omission by Purchaser in
connection with Provider's submittal of interconnection applications.
Provided, however, that in the event of a change in Applicable Law that occurs after the Commercial
Operation Date and results in a loss of NEM 2.0 grandfathering,Purchaser shall have no such termination
right under this Section 7.1,for the reason of such ineligibility of NEM 2.0 grandfathering.Provided further
that Purchaser shall ensure any correspondence with the Local Electric Utility regarding the tariff and
changes to the interconnection agreement are promptly shared with Provider.
8. Estimated Annual Production. The Provider's 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
shall 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 (as defined below),
although Provider shall also provide to Purchaser access to real-time monitoring of the System Output
throughout the duration of this Agreement.
9. Minimum Guaranteed Output. If the System fails to generate at least ninety-five percent (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, using actual production for a
similar time period as a basis for the estimate.
RV=(ATP-kWh Rate)
ATP=Average tariff price,measured in$/kWh,for the Term Year paid by Purchaser to the Local
Electric Utility with respect to the Premises. This price is determined by dividing the total cost for
delivered electricity, including all charges associated with such electricity howsoever named,
including,without limitation,charges for distribution,transmission,demand,and systems benefits,
paid to the Local Electric Utility during the applicable Term Year by the total amount of delivered
electricity by the electric utility during such Term Year.
kWh Rate=the kWh Rate in effect for the applicable Term Year(s),measured in$/kWh.
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.
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By way of example only,the Lost Savings would be as follows with the following assumptions:
Lost Savings [Year 5]_(376,724 [MGO*WPR—AE])x 0.0215 [RV]_$8,100
MGO=6,710,943 kWh[Year 5 Estimated Production x 95%]
WPR=0.98 [Assumes insolation slightly less than pro-forma]
AE=6,200,000 kWh[Assumes actual delivery of 6,200,000 kWh and no Disruption Period]
RV=$0.0215 [Year 5 ATP—Year 5 kWh Rate]
ATP=$0.09 [Assumes all-in tariff rate in Year 5]
kWh Rate=$0.0685 [Year 5 kWh Rate set forth in Schedule 2]
10. Allowed Disruption Time. Notwithstanding the provisions in Section 4.3 of the General 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 notify Provider in writing at least ten(10)days in advance of any days it plans
to use for Allowed Disruption Time. 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,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.
11. Distribution Upgrades, Scope and Schedule Changes.
11.1 For any distribution upgrades required or changes to the scope of Installation Work by the local
electric utility and to be performed by Provider pursuant to Schedule 2 of the Special Conditions,
the Parties may execute an acknowledgment in the form attached hereto as"Schedule 9",detailing
(i) the description of the distribution upgrades or change in scope of the Installation Work to be
performed by Provider (ii) the amount of the adjustment in the kWh Rate and Early Termination
Fee that corresponds to such costs, if any (iii) changes to the Estimated Annual Production in
Schedule IV,if any,and(iv)any change to the Construction Start Date and Guaranteed Commercial
Operation Date resulting from such upgrades or scope changes;
11.2 For any day for day extensions made pursuant to Section 2.1(c) of the General Conditions, the
Parties may execute an acknowledgment in the form attached hereto as Schedule 9 detailing(i)the
circumstances that warrant such day for day extension and(ii)the updated Construction Start Date
and/or Guaranteed Commercial Operation Date;
11.3 For any extensions that are not made pursuant to Section 2.1(c)of the General Conditions,Provider
may request extensions to the Construction Start Date and/or Guaranteed Commercial Operation
Date to the extent that Provider can demonstrate to Purchaser that Provider is seeking such extension
for good cause. Purchaser in its sole discretion may approve such extension(s) by executing an
acknowledgment in the form attached hereto as Schedule 9 on which Provider details (i) the
circumstances for which Provider deems good cause for such extension(s), (ii) the actions that
Provider is taking to complete the System on a schedule agreeable to the Purchaser and (iii) the
updated Construction Start Date and/or Guaranteed Commercial Operation Date.
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Any and All Schedule 9 Acknowledgements executed by the Parties are subject to approval by the Board of
Supervisors.
12. Sunlight Easements. Purchaser shall take all reasonable actions as necessary to prevent other buildings,
structures or flora from overshadowing or otherwise blocking access of sunlight to the System including but
not limited to preventing buildings, structures or flora over 6' from being within proximity of the System
fence line at a distance of two times the height of any such structure from the south and four times the distance
of any structure to the east and west.
13. Use of System. Purchaser shall 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.
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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 COUNTY OF FRESNO
By: SW' ter Chairman of the Board of
Name: Yumitake Furukawa S is the County of Fresno
Title: Vice President
Date: Nov 8,2023
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno, State of California
By c An c_
FOR ACCOUNTING USE ONLY: Deputy
Fund: 1045
Subclass: 10000
ORG: 8935
Account: 7431
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SCHEDULES
I. Schedule 1 —Description of the Premises, System and Scope of Work
A. Premises The Premises is within the area delineated in Schedule 8,below,for
the System,also identified herein as the Solar System.
Site diagram attached: X Yes ❑No
Behind the meter,net energy metering,grid interconnected,canopy
B. Description of Solar Svstem mounted solar structures as further detailed in Schedule 7
Solar System Size: 999.18 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 $0
Rebate
II. Schedule 2 —Energy Services Payment
Purchaser shall pay to Provider a monthly payment(the"Energy Services Pam")for the Energy Services
provided by the System to Purchaser 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 1:
Term kWh Rate Term $/kWh Rate
Year ($/kWh) Year ($/kWh)
1 $0.1619 11 $0.1619
2 $0.1619 12 $0.1619
3 $0.1619 13 $0.1619
4 $0.1619 14 $0.1619
5 $0.1619 15 $0.1619
6 $0.1619 16 $0.1619
7 $0.1619 17 $0.1619
8 $0.1619 18 $0.1619
9 $0.1619 19 $0.1619
10 $0.1619 20 $0.1619
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Distribution Upgrades.Within thirty(30)days of receipt of notice from the Local Electric Utility of distribution
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:
1. Purchaser will pay the entire amount of such distribution upgrade costs,and the kWh rate as stated
in PPA Rate Table 1 will remain unchanged.Purchaser shall make payments directly to the Local
Electric Utility in accordance with the requirements of the Local Electric Utility.
2. For every$0.01 per watt DC of such distribution upgrade costs,the kWh rate in PPA Rate Table 1
will increase$0.00074 per kWh.
Scope Changes(,ITC Eligible): If changes in project scope occur that are eligible for the Federal Investment
Tax Credit(including for example adverse geotechnical conditions)and such additional scope and associated
costs 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 associated costs, and, within 30 days of receipt of notice from Provider
reasonably substantiating the associated costs, Purchaser will provide written notice to Provider of
Purchaser's election of one of the following options:
1. Purchaser will pay the entire amount of such associated costs,and the kWh rate as stated in PPA
Rate Table 1 will remain unchanged.
2. For every$0.01 per watt DC of such associated costs,the kWh rate in PPA Rate Table 1 will
increase$0.00047 per kWh.
Scope Changes(Non-ITC Eligible): If unforeseen changes in project scope occur that are not eligible for the
Federal Investment Tax Credit (including for example, additional required ADA upgrades) and such
additional scope and associated costs 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 associated costs,and,within 30
days of receipt of notice from Provider reasonably substantiating the associated costs,Purchaser will provide
written notice to Provider of Purchaser's election of one of the following options:
1. Purchaser will pay the entire amount of such associated costs,and the kWh rate as stated
in PPA Rate Table 1 will remain unchanged.
2. For every$0.01 per watt DC of such associated costs,the kWh rate in PPA Rate Table 1
will increase$0.00062 per kWh.
If the aggregate of costs set forth above for which Purchaser has elected to pay for via increased kWh Rate
exceed the maximum total kWh Rate increase of $0.0121 the Provider has the option to terminate this
Agreement and to remove the System pursuant to Section 2.4 of the General Conditions. In no event shall
Purchaser be responsible for costs that exceed the stated kWh Rate increase.
III. Schedule 3—Early Termination Fee
The Early Termination Fee with respect to the System under this Agreement shall be calculated using the
following:
Early Termination Occurs Column la Column lb
in Year: Early Termination Fee Expected Termination Fee based on
where Purchaser does System Size**
not take Title to the
System($/Wdc including
costs of removal)***
1* $5.16 $5,155,220.93
2 $4.63 $4,627,624.47
3 $4.21 $4,202,511.52
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4 $3.84 $3,834,281.20
5 $3.49 $3,482,417.98
6 $3.14 $3,137,653.56
7 $3.11 $3,109,876.97
8 $3.08 $3,081,086.71
9 $3.05 $3,051,752.13
10 $3.02 $3,021,831.27
11 $2.99 $2,992,225.14
12 $2.97 $2,963,683.76
13 $2.94 $2,934,625.57
14 $2.91 $2,905,011.66
15 $2.88 $2,875,321.81
16 $2.85 $2,844,890.21
17 $2.82 $2,815,066.57
18 $2.79 $2,784,638.10
19 $2.76 $2,754,033.80
20 $2.72 $2,722,295.97
Purchase Date Occurs on Column 2a Column 2b
the 91s'day following: Early Termination Fee Expected Termination Fee based on
(Each"Anniversary"below where Purchaser takes System Size**
shall refer to the Title to the System
anniversary of the ($/Wdc,does not include
Commercial Operation costs of removal) ***
Date
51 Anniversary $2.64 $2,638,063.56
61 Anniversary $2.61 $2,610,286.97
71 Anniversary $2.58 $2,581,496.71
81 Anniversary $2.55 $2,552,162.13
91 Anniversary $2.52 $2,522,241.27
loth Anniversary $2.49 $2,492,635.14
111 Anniversary $2.47 $2,464,093.76
121 Anniversary $2.44 $2,435,035.57
131 Anniversary $2.41 $2,405,421.66
141 Anniversary $2.38 $2,375,731.81
151 Anniversary $2.35 $2,345,300.21
161 Anniversary $2.32 $2,315,476.57
171 Anniversary $2.29 $2,285,048.10
18'Anniversary $2.26 $2,254,443.80
19'Anniversary $2.22 $2,222,705.97
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.
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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 Estimated Term Estimated
Year Production Year Production
(kWh) (kWh)
1 1,592,693 11 1,514,826
2 1,584,729 12 1,507,252
3 1,576,806 13 1,499,716
4 1,568,922 14 1,492,217
5 1,561,077 15 1,484,756
6 1,553,272 16 1,477,333
7 1,545,505 17 1,469,946
8 1,537,778 18 1,462,596
9 1,530,089 19 1,455,283
10 1,522,439 20 1,448,007
The values set forth in the table above are Provider's 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. Provider shall deliver to Purchaser an updated table upon the Commercial Operation Date based
on the actual System size,which, if the parties agree that the updated table is correct, shall be incorporated
into and made part of this Agreement.
V. Schedule 5—Notice Information
The persons and their addresses having authority to give and receive notices under this Agreement including the
following:
Purchaser: ForeFront Power:
County of Fresno FFP BTM SOLAR,LLC
Director of Internal Services/ Attn:Director,Energy Services
Chief Information Officer 100 Montgomery St., Suite 1400
Internal Services Department San Francisco,CA 94104
333 W.Pontiac Way
Clovis,CA 93612 With a copy to
FFP BTM SOLAR,LLC
With a copy to Legal Department
100 Montgomery St., Suite 1400
Facility Services Manager San Francisco,CA 94104
4590 E.Kings Canyon Road Email: FPLegal@forefrontpower.com
Fresno,CA 93702 Financing Party:
[To be provided by ForeFront Power when
known]
All notices between Purchaser and Provider provided for or permitted under this Agreement must be in writing and
delivered either by personal service,by first-class United States mail,by an overnight commercial courier service,or
by email transmission. A notice delivered by personal service is effective upon service to the recipient. A notice
delivered by first-class United States mail is effective three Purchaser business days after deposit in the United States
mail, postage prepaid, addressed to the recipient. A notice delivered by an overnight commercial courier service is
effective one Purchaser business day after deposit with the overnight commercial courier service, delivery fees
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prepaid,with delivery instructions given for next day delivery,addressed to the recipient. A notice delivered by email
transmission is effective when transmission to the recipient is completed,provided that the sender maintains a record
of the completed transmission. For all claims arising out of or related to this Agreement, nothing in this section
establishes, waives, or modifies any claims presentation requirements or procedures provided by law, including but
not limited to the Government Claims Act(Division 3.6 of Title 1 of the Government Code,beginning with section
810).
VI. Schedule 6—Site-Specific Information and Requirements
In accordance with Section 7.2(f)of the General 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, provided that Provider shall
perform and deliver to Purchaser a Phase I environmental site assessment upon receipt:
Type of Information Information Delivered of the Effective Date
Phase I environmental site assessment Not Applicable
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 or Not Applicable
permits applicable to Premises
Open spill reports or unresolved release Not Applicable
reports
Known underground storage tanks, Not Applicable
foundations,utilities
Utility easements or public rights of way Not Applicable
Completed closure or"cap"on buried waste Not Applicable
or other materials
Systems in place for extracting and Not Applicable
collecting methane,groundwater or leachate
Subject to the control of a trustee,group of Not Applicable
entities or entities other than landlord and/or
Purchaser
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VII. Schedule 7—Specific Items for Scope of Work
1.1. Provider is responsible for the design, engineering,construction,installation and testing of the
System.
1.2. All System structures shall be permitted through the Authority having Jurisdiction("AHJ") 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.
1.3. 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.
1.4. Solar canopy arrays will have a minimum overhead clearance height of 10'-0"and a painted or
Hot-Dip Galvanized finish at discretion of Provider, but in a color reasonable acceptable to
Purchaser.
1.5. Provider shall be responsible for all tree trimming and tree removal in order to facilitate the
installation of the Systems. Provider will remove tree such that area is flush with grade.
Purchaser shall acknowledge and approve removal of trees identified by Provider, in order to
enable Provider to install the System and such approval shall not be unreasonably withheld.
Where tree removal will occur, Provider shall grind tree stumps to a maximum of 4 inches
below grade. Provider has not included budget for tree studies, arborist surveys,tree removal
permits,or replanting or reforestation for any trees removed. Purchaser shall be responsible for
the costs associated with that additional scope if needed. Purchaser can elect to address that
additional scope itself or require that Provider address it through the change order process
described in Schedule 2.
1.6. Provider intends to interconnect the System to Purchaser-owned 480V 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 and
that any existing relay schema or protection settings are configurable to allow backfeed from
generation sources. Provider shall not bear responsibility for any required upgrades to the pre-
existing electrical system.
1.7. Provider shall be responsible for all fees associated with the interconnection application,except
that Provider shall not be responsible for transmission, distribution, network, or
telecommunications upgrades to the Local Electric Utility's equipment, and determined
necessary by the Local Electric Utility.
1.8. Provider shall be responsible for verifying and understanding existing Americans with
Disabilities Act(ADA)parking, striping,and paths of travel and what code-required upgrades
may be necessary as a result of the System and any pre-existing non-compliance.Provider shall
be responsible for all required ADA striping, signage within the solar canopy footprint and
connecting to existing ADA-compliant path of travel. Provider's scope excludes any
demolition,grading,paving,curb cuts,or truncated domes throughout the Premises to achieve
ADA compliance, or any required ADA striping and signage outside of the solar canopy
footprint and connecting to the existing ADA-compliant path of travel. Should any excluded
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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.
1.9. Provider excludes generator backup of Purchaser's electrical service during temporary service
outage during interconnection of the System(up to 8 hours of shutdown,which can be planned
to take place during off-hours).
1.10. Provider assumes no title and/or real estate risks, encumbrances or other limitations exist that
would otherwise limit Provider's ability to access the site,install,own and operate the System.
Provider assumes that all parcels encompassed by the site area recommended by Purchaser will
be owned by Purchaser at time of development.
1.11. Provider assumes that soil conditions are not such soils that are rocky, sandy, contaminated,
ground water,caving,or otherwise have problematic construction limitations.Provider assumes
no required shoring or de-watering for piers or trenches,and a maximum required pier depth of
10' 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.
1.12. Provider agrees to construct the System in no more than 1 construction phase,and Provider will
be allowed ample space, to the extent that it is available, to store material on site. Provider
assumes free access to the entire mobilized portion of the parking lot area for the full scope of
work.
1.13. 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 including potentially an increase in the kWh rate by
exercising the Scope Changes(Non-ITC Eligible)rates in Schedule 2.
1.14. Provider assumes that existing grade is level and that no grading is required in support of
System installation.
1.15. Provider assumes that there is a water source on site,and available for Provider's use.
1.16. Provider assumes Risk Level I Best Management Practices as it relates to relevant Stormwater
Protection Plan assumptions for the installation of the System.
1.17. Provider shall be responsible for all inspection and inspector costs associated with the
installation of the System.
1.18. Purchaser will provide comprehensive review by all necessary stakeholders of all designs and
submittals as requested by Provider in no more than 10 business days. Purchaser shall be
responsible for cost and timeline impacts for any comments submitted after 10 business days.
If Purchaser does not deliver any comments within 10 days, Provider shall construe this as
acceptance and approval.
1.19. Purchaser shall be responsible for any irrigation rerouting or repair.
1.20. Purchaser shall, in the event that any pre-existing permits relating to other construction at the
Premises need to be closed out in order to proceed and/or complete the installation of the
Systems,be responsible for engaging the relevant resources at its sole expense to close out any
open permit(s).
13
1.21. Purchaser shall deliver to Provider all as-built drawings of the facility as required to fully
develop the solar plan sets and designs.
1.22. Purchaser is responsible for unforeseen underground conditions including utilities not
discoverable by industry standard methodologies.
1.23. Purchaser acknowledges that the System has not yet been assessed by the Federal Aviation
Administration(FAA). Should mitigations arise as a result of excessive glare,the Parties will
work together to find a mutually acceptable solution.
1.24. Purchaser shall provide ample outdoor space,to the extent that it is available,for the Provider
to store material on site.
14
VIII. Schedule 8—System Layout
The System shall be placed be within the area of the Premises shown for such System below. The Purchaser and
Provider will work cooperatively to designate the specific placement of the electrical lines,meters,and transformer,
within the area of the Premises.
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15
IX. Schedule 9—Acknowledgment of Upgrades, Schedule or Scope Change
Upgrades, Scope and/or Schedule Change Acknowledgment
This Acknowledgment is made in accordance with Section 10 of the Special Conditions, as defined in that Energy
Service Agreement—[Solar],between [PURCHASER] ("Purchaser")and FFP BTM Solar,LLC("Provider"),dated
[ ,20_](the"Agreement"). Upon execution by both Purchaser and Provider,this Acknowledgment shall
be effective as of[INSERT DATE] (the"Acknowledgment Effective Date").
1. Type of Change:
❑ Distribution Upgrades
❑ Scope Changes(ITC Eligible)
❑ Scope Changes(Non-ITC Eligible)
❑ Day for Day Extension
❑ Extension for Good Cause
2. Description of Change
[INSERT DESCRIPTION AND IF PROVIDER SEEKING EXTENSION FOR GOOD CAUSE,PROVIDER
TO DETAIL CIRCUMSTANCES AND ACTIONS PROVIDER IS TAKING TO COMPLETE SYSTEM ON
AGREED UPON SCHEDULE]
3. kWh Rate and Early Termination Fee [IF NO IMPACT TO RATE OR ETF THEN DELETE]
[INSERT UPDATED KWH RATE AND EARLY TERMINATION FEE TABLE]
4. Estimated Annual Production[IF NO IMPACT TO ESTIMATED ANNUAL PRODUCTION THEN DELETE]
[INSERT UPDATED SCHEDULE 4 ESTIMATED ANNUAL PRODUCTION TABLE]
5.Updated Construction Start Date and Guaranteed Commercial Operation Date[IF NO IMPACT TO CLIFF DATES
THEN DELETE]
The Parties hereby agree that the Construction Start Date and the Guaranteed Commercial Operation Date as
defined in this Agreement are updated as follows:
Construction Start Date: [
Guaranteed Commercial Operation Date: [
The Parties hereby acknowledge and confirm the terms set forth herein as of the Acknowledgment Effective Date.
[PURCHASER] PROVIDER
By: By:
Name: Name:
Title: Title:
ATTEST
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno,State of California
By
Deputy
16