HomeMy WebLinkAbout2025/11/18 City Council Resolution 2025-082 RESOLUTION NO. 2025-082
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING THE CITY MANAGER TO (1) EXECUTE AN OMNIBUS
AMENDMENT TO ENERGY SERVICES AGREEMENTS—SOLAR WITH FFP BTM
SOLAR; AND (2) EXECUTE A CONSENT TO ASSIGNMENT OF PROJECT
DOCUMENTS PERMITTING THE ASSIGNMENT OF THOSE AGREEMENTS FROM
FFP BTM SOLAR, LLC TO GREENSKIES CLEAN ENERGY,LLC.
WHEREAS, on June 11, 2024, the Rohnert Park City Council received a presentation
with recommendations resulting from a solar energy feasibility study of eight City-owned
facilities and community spaces; and
WHEREAS, ForeFront Power determined that solar installations at the City Center,
Spreckels Performing Arts Center, and Callinan Sports & Fitness Center would result in a 1.1
megawatt(1,106 kW) solar canopy portfolio; and
WHEREAS, on June 11, 2024, the City adopted Resolution 2024-050 approving Energy
Services Agreements with ForeFront Power; and
WHEREAS, in June 2025, ForeFront Power acknowledged they would not be able to
complete the projects due to an overburdened workload and were seeking to assign the design,
construction and management of the projects to Greenskies Clean Energy LLC; and
WHEREAS, prior to completion of the assignment, the parties agreed to minor clarifying
amendments to the existing Energy Services Agreements, as set forth in an Omnibus
Amendment, confirming key contract terms and performance provisions; and
WHEREAS, following approval of the Omnibus Amendment, the Consent to
Assignment of Project Documents will effectuate the transfer of all project documents from FFP
BTM Solar, LLC to Greenskies Clean Energy LLC under the same terms and protections for the
City; and
WHEREAS, the City Council finds that the actions authorized by this Resolution are
administrative in nature and were previously considered as part of the City's June 11, 2024
approval of the Energy Services Agreements with ForeFront Power, which were determined to
be exempt from the California Environmental Quality Act ("CEQA") pursuant to State CEQA
Guidelines sections 15303 (Class 3 —New Construction or Conversion of Small Structures) and
15311 (Class 11 —Accessory Structures), and Public Resources Code section 21080.35 (Solar
Energy System Statutory Exemption), and no further environmental review is required; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert
Park that the City Manager is hereby authorized (1) execute an Omnibus Amendment to the
Energy Services Agreements— Solar with FFP BTM Solar, LLC; and (2) execute a Consent to
Assignment of Project Documents permitting the assignment of those agreements from FFP
BTM Solar, LLC to Greenskies Clean Energy, LLC, in forms approved by the City Attorney.
BE IT FURTHER RESOLVED that the City Manager is authorized and directed to
execute any additional documents and take such further actions as may be necessary or
appropriate to carry out the purpose and intent of this Resolution.
DULY AND REGULARLY ADOPTED BY THE CITY COUNCIL OF THE CITY
OF ROHNERT PARK ON this 18th day of November, 2025.
CITY 0 H RT PARK
ATTEST: G a Giudice, yor
SylviaLopez uevas, rt Clerk
APPROVED AS TO FORM:
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Michael Biddle, Deputy City Attorney
Attachments: Exhibit A
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ADAMS ELWARD RODRIGUEZ: II, SANBORN: 'AU' GU_DICE: 4
AYES: ( ) NO : ( ABSENT: ( �' ABSTAIN: ( `-
Resolution 2025-082
Page 2 of 2
OMNIBUS AMENDMENT (Rohnert Park)
OMNIBUS AMENDMENT TO
ENERGY SERVICES AGREEMENTS – SOLAR
This Omnibus Amendment to Energy Services Agreements (this “Amendment”) is entered
into as of [___________], 2025, and is by and between FFP BTM Solar, LLC, a Delaware limited
liability company (“Provider”), and the City of Rohnert Park (“Purchaser”). In this
Amendment, Provider 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 relevant Original Agreement.
RECITALS
WHEREAS, the Parties entered into those certain Energy Services Agreements more
particularly described on Schedule 1 (each, an “Original Agreement”), which incorporate those
certain General Terms and Conditions of Energy Services Agreement between Provider and
Purchaser, dated June 25, 2024 (the “General Conditions”);
WHEREAS, each Original Agreement, excluding the General Conditions, are referred to
herein as the “Special Conditions”;
WHEREAS, the Parties desire to amend each Original Agreement on the terms and
conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing recitals, and the mutual premises,
representations, warranties, covenants, conditions herein contained, the Original Agreement is
amended as follows.
1. Special Conditions Amendments.
A. Section 2 of each Special Conditions is hereby amended by deleting such section
in its entirety and replacing it with the following:
“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’). Prior to the end of the Initial
Term or of any applicable Renewal Term (as defined below) either Party may give
the other Party written notice of its desire to extend the Agreement on the terms and
conditions set forth herein for three additional periods of five (5) years each (each
such additional period, a ‘Renewal Term’). Such notice shall be given, if at all, not
more than one hundred twenty (120) and not less than sixty (60) days before the
last day of the Initial Term of the then current Renewal Term, as applicable. The
Party receiving the notice requesting a Renewal Term shall respond positively or
negatively to that request in writing within thirty (30) days after receipt of the
request. Failure to respond within such thirty (30) day period shall not be deemed
an acceptance of the offer for a Renewal Term. Such acceptance shall only be
binding and effective upon express written notification of same. The Renewal
OMNIBUS AMENDMENT (Rohnert Park)
Term shall begin immediately upon the conclusion of the Initial Term or the then
current Renewal Term on the same terms and conditions as set forth in the
Agreement as in effect immediately prior to the extension in question with the
exception of the pricing thereof, which the Parties shall negotiate in good faith. If
the Party receiving the request for a Renewal Term rejects or is deemed to reject
the other Party’s offer, the Agreement shall terminate in accordance with its terms
at the end of the Initial Term (if the same has not been extended) or the then current
Renewal Term.”
B. Section 12 of each Special Conditions is amended by adding the following language
to the end of such section: “Purchaser acknowledges that unobstructed access to
sunlight (“100% Insolation”) is essential to Provider’s performance of its
obligations and a material term of the Project Documents for each
System. Purchaser agrees not to cause and, where possible, not permit any
interference with each System’s 100% Insolation. If Purchaser becomes aware of
any activity or condition that could diminish the 100% Insolation of the System,
Purchaser shall notify Provider promptly in writing and shall cooperate with the
Provider to retain 100% Insolation. Provider may seek specific enforcement of this
provision against Purchaser without the necessity of posting a bond and without the
Purchaser’s contesting that an adequate remedy at law exists for the Provider.”
C. A new Section 14 shall be added to each Special Conditions as follows:
“14. Water Source. Purchaser confirms the Premises has a water source on site
which Provider may use free of charge for the useful life of the System in question
with such quantities of water available at all times when and as would be needed
by a system similar to the System for its installation, operation and maintenance
(all as dictated by prudent industry practices for similar systems in the county of
the Premises).”
2. General Conditions Amendments. The General Conditions, only to the extent they apply to
each Original Agreement, are hereby amended as follows:
A. Section 2.4 of the General Conditions is amended by deleting “ninety (90)” and
replacing it with “one hundred and eighty (180)”.
3. Status of Original Agreement. All provisions of each Original Agreement that are not
expressly amended by this Amendment shall continue in full force and effect.
4. 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.
5. 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
OMNIBUS AMENDMENT (Rohnert Park)
of such provision or the remaining provisions of this Amendment.
6. 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.
7. 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.
[signatures follow]
OMNIBUS AMENDMENT (Rohnert Park)
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by
their respective duly authorized representatives on the date hereof.
PROVIDER:
FFP BTM Solar, LLC
By:__________________________
Name:
Title:
PURCHASER:
City of Rohnert Park
By:__________________________
Name:
Title:
Schedule 1
Original Agreements
1. Energy Services Agreement – Solar dated June 25, 2024 for the Callinan Sports & Fitness
Center project located at 5409 Snyder Lane, Rohnert Park, CA 94928, as amended by the
Upgrades, Scope and/or Schedule Change Acknowledgment dated December 10, 2024.
2. Energy Services Agreement – Solar dated June 25, 2024 for the City Center project located
at 500 City Center Drive, Rohnert Park, CA 94928, as amended by that Upgrades, Scope
and/or Schedule Change Acknowledgement dated December 10, 2024.
3. Energy Services Agreement – Solar dated June 25, 2024 for the Spreckels Performing Arts
Center project located at 5405 Synder Lane, Rohnert Park, CA 94928, as amended by that
Upgrades, Scope and/or Schedule Change Acknowledgment dated December 10, 2024.
4906-4892-2972 v6
CONSENT TO ASSIGNMENT OF
PROJECT DOCUMENTS
This Consent to Assignment of Project Documents, dated as of _____________, 2025 (this
“Consent”), is made by City of Rohnert Park (“Purchaser”) and Greenskies Clean Energy LLC, a
Delaware limited liability company (“GCE”) in connection with those certain power systems:
(a) to be built as noted in Exhibit A to this Consent (the “Systems”);
(b) to be located at the sites identified and described in Exhibit A to this Consent (the
“Sites”); and
(c) the associated agreements and documents associated with such Systems and Sites
including without limitation those identified in Exhibit A to this Consent as the same
may have been or may hereafter be amended, supplemented, or restated, all of which
are hereby incorporated herein by this reference and collectively referred to as the
“Project Documents”.
Capitalized terms used and not otherwise defined herein shall have the meanings ascribed
thereto in the Project Documents.
1. Consent to Assignment.
a. GCE wishes to assume the development, design, procurement,
construction, operation, maintenance and ownership of the Systems at the Sites by means
of a purchase of all the rights, contracts and other assets related to such Systems
(collectively, the “Transaction”). Effective as of the date of this Consent, the Purchaser
hereby gives the Confirmation to GCE of its consent to the assignment of all of the Project
Documents (the “Assignment”) to GCE. Purchaser acknowledges that upon Assignment,
GCE shall have all the rights of Provider” as that term is defined in and “” under the Project
Documents, including to perform and enforce the respective obligations thereunder.
Purchaser’s Confirmation and consent to the Assignment waives any termination,
acceleration, damages or other remedies under the Project Documents as a result of the
Assignment or Transaction. Nothing herein shall be construed as a waiver of any rights or
remedies the City may have with respect to any breach of the Project Documents occurring
after the date of this Consent. In no event, however, shall the release serve to release GCE
of any obligations assumed under the Project Documents as of the date of this Consent.
b. Upon the Assignment, any provision for Notice under any of the Project
Documents is hereby amended so that the Purchaser give notices as follows:
Greenskies Clean Energy LLC
127 Washington Avenue
West Bldg, Garden Level
North Haven, CT 06473
Attn: General Counsel
2. Representations and Warranties of Purchaser. Purchaser hereby represents and
4906-4892-2972 v6
warrants to GCE as follows:
a. Purchaser is duly organized, validly existing and in good standing under the
laws of the State of California and has all requisite power and authority to execute and
deliver, and to perform its obligations under the Project Documents and this Consent;
b. the execution, delivery and performance by Purchaser of this Consent have
been duly authorized by all necessary action and, as of the date hereof, do not require any
further consents or approvals that have not been obtained;
c. the execution, delivery and performance by Purchaser of this Consent will
not (i) violate any provision of any law, regulation, order, judgment, injunction or similar
matters applicable to it; or (ii) conflict with, result in a breach of or violate any of the
terms, conditions or provisions of Purchaser’s formation, constituent or governing
documents;
d. all representations made by Purchaser in the Project Documents were true
and correct as of the date the same were made and as of the date hereof;
e. this Consent and the Project Documents are legal, valid and binding
obligations of Purchaser enforceable against Purchaser in accordance with their respective
terms except as may be limited by bankruptcy, insolvency and other laws affecting
creditors ’rights in general;
f. the Project Documents are in full force and effect and have not been
amended except as explicitly indicated in Exhibit A, and there are no other agreements or
representations of any kind between Purchaser and “Provider” as that term is defined in the
Project Documents other than the Project Documents listed in Exhibit A; and
g. as of the date hereof, no liquidated damages or other such payments are due
and owing under any Project Document.
Purchaser understands that as is customary for systems similar to each System, GCE
intends to enter into financing and/or sale/leaseback arrangements with respect to
each System and the providers of such financing will request that the Purchaser
execute an agreement with them which may be of form and substance similar to as
set forth in Exhibit B hereto. Pursuant to Section 13.1 of the Project Documents’
General Terms and Conditions, the City will cooperate in good faith with GCE in
negotiating and executing any such agreements or related estoppels, provided that
the City will not be required to sign any document that imposes any obligations on
the City beyond those set forth in the Project Documents and the City, action in its
reasonable discretion, has reviewed and approved such.
i. Pursuant to Section 7.1 of the Project Documents’ Special Conditions, GCE hereby
confirms as of the date hereof that the current Provider has represented and warranted to
GCE that the interconnection application(s) for each System are currently in good standing
such that each System is eligible for NEM 2.0 grandfathering. Purchaser acknowledges
that the Local Electric Utility’s Schedule NEM-ST: Net Energy Metering Successor Tariff
4906-4892-2972 v6
(the relevant sections attached hereto as Exhibit C) confirms that customers receiving
service pursuant to such schedule are eligible to continue receiving service under such
schedule for a period of 20 years from the date of such generating facility’s interconnection
to the Local Electric Utility’s grid.
3. General.
a. This Consent may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this Consent by
facsimile or e-mail (including “pdf” format) or other electronic means shall be effective as
delivery of an original executed counterpart of this Consent.
b. In case any provision of this Consent, or the obligations of any of the parties
hereto, shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions, or the obligations of the other parties hereto, shall not in any way
be affected or impaired thereby, and the parties hereto shall negotiate in good faith to
replace such invalid, illegal or unenforceable provisions.
c. This Consent shall be binding upon and benefit the successors and assigns
of Purchaser and GCE and their respective successors, transferees and assigns. No
termination, amendment, variation or waiver of any provisions of this Consent shall be
effective unless in writing and signed by Purchaser and GCE.
d. Except as expressly modified by this Consent, all other terms and provisions
of the Project Documents are and remain in full force and effect. This Consent shall be
governed by and construed in accordance with the laws of the State of California.
[Signatures follow on next page.]
4906-4892-2972 v6 Signature Page
IN WITNESS WHEREOF, the parties hereto by their officers thereunto duly authorized
have duly executed this Consent as of the date first set forth above.
PURCHASER:
By: ________________________________
Name:________________________________
Title:_________________________________
GCE:
By: ________________________________
Name:________________________________
Title:_________________________________
4906-4892-2972 v6 Exhibit A
Exhibit A
Project Documents
Energy Services Agreement – Solar dated June 25, 2024 for the Callinan Sports & Fitness Center
project located at 5409 Snyder Lane, Rohnert Park, CA 94928, as amended by the Upgrades,
Scope and/or Schedule Change Acknowledgment dated December 10, 2024.(“Callinan ESA”)
Energy Services Agreement – Solar dated June 25, 2024 for the City Center project located at
500 City Center Drive, Rohnert Park, CA 94928, as amended by that Upgrades, Scope and/or
Schedule Change Acknowledgement dated December 10, 2024 (“City Center ESA”).
Energy Services Agreement – Solar dated June 25, 2024 for the Spreckels Performing Arts
Center project located at 5405 Synder Lane, Rohnert Park, CA 94928, as amended by that
Upgrades, Scope and/or Schedule Change Acknowledgment dated December 10, 2024
(“Spreckels ESA”).
(The Callinan ESA, City Center ESA and Spreckels ESA are referred to collectively, the
“Special Conditions”)
General Terms and Conditions of Energy Services Agreement dated June 25, 2024 (“General
Terms and Conditions”).
4906-4892-2972 v6 Exhibit B
Exhibit B
See Attached:
“Consent to Collateral Assignment of Solar Project Documents and Equipment Subordination”
Form of Consent
CONSENT TO COLLATERAL ASSIGNMENT OF SOLAR PROJECT DOCUMENTS
AND EQUIPMENT SUBORDINATION
This Consent to Collateral Assignment of Solar Project Documents and Equipment
Subordination, dated as of _____________, 202_ (this “Consent”), is made by
______________________________ (“Host”), and ____________________________
(“Company"), and is provided for the benefit of ______________(“Construction Lender”) and
______________________(“SLB Lessor”), in connection with those certain solar project
documents including that certain consent to assignment to the Company (“Solar Project
Documents”) identified in Schedule A to this Consent, and relates to the solar photovoltaic
systems (“Systems”) located at the sites (“Sites”) identified and described in Schedule B to this
Consent.
Capitalized terms used and not otherwise defined herein shall have the meanings ascribed
thereto in the Solar Project Documents. The term “Financing Party,” as used in this Consent, shall
refer to Construction Lender prior to the Sale Leaseback Transaction (as such term is defined
herein) for a specific System, and to SLB Lessor on or after the Sale Leaseback Transaction for
the specific System.
1. Acknowledgment and Consent.
a. Host acknowledges that Company is entering into a construction financing
agreement with Construction Lender to finance the building of one or more Systems
(“Construction Financing”) and will enter into one or more sale-leaseback transactions (each a
“Sale Leaseback Transaction”, collectively the “Sale Leaseback Transactions”) with
___________, whereby Company will sell its rights, interests and obligations in and to the
Systems to ___________, and in connection therewith __________ will lease the Systems to
Company (collectively, the "Transactions").
b. Host acknowledges that, as a part of the Transactions, Company shall
assign the Solar Project Documents to [_____], or a sister entity thereto, not long after the date
hereof, and may subsequently further assign the Solar Project Documents to another sister entity
in connection with the Transactions (collectively the "Provider Assignees").
c. In order to secure its obligations under the Transactions, Company (i) is
collaterally assigning and granting to Construction Lender a first-priority security interest in all
of Company’s right, title and interest in, to and under the Solar Project Documents including,
without limitation, all of Company’s rights to receive payments under or with respect to the Solar
Project Documents, in connection with the Construction Financing, and (ii) in connection with
the Sale Leaseback Transactions (A) will convey the Systems to SLB Lessor, (B) will
collaterally assign and grant to SLB Lessor a first-priority security interest in all of Company’s
right, title and interest in, to and under the Solar Project Documents (to the extent the security
interest of Construction Lender is released) including, without limitation, all of Company’s rights
to receive payments under or with respect to the Solar Project Documents, (C) is assigning and
granting a non-exclusive license to the access rights set forth in the Solar Project Documents, and
(D) acknowledging and agreeing that the Financing Party shall not be bound by the terms of the
Solar Project Documents unless and until Financing Party becomes a party to such Solar Project
Documents.
d. To the extent consent is not already granted in the Solar Project
Documents, Host consents to the transactions set forth in subparts (a) through (c) above.
2. Financing Party's Rights. Notwithstanding any contrary term in the Solar Project
Documents:
a. Financing Party shall be entitled to exercise any and all rights of secured
parties generally with respect to the Solar Project Documents.
b. Host agrees that Host will provide to Financing Party notice of any default
by Company and other material notices under the Solar Project Documents and will permit
Financing Party the same cure periods as are available to Company under the Solar Project
Documents, provided that Financing Party shall have an additional ninety (90) days to cure any
default Company did not cure within the cure period permitted, so long as Financing Party is
diligently proceeding to cause a cure; and further provided that any period to cause a cure shall
be tolled if Financing Party is prohibited from curing any default due to bankruptcy of Company
or by any other process, stay or injunction issued by any court or governmental authority.
c. If, in connection with the exercise of any of its rights and remedies,
Financing Party elects to exercise step-in rights under the Solar Project Documents, Financing
Party shall use commercially reasonable efforts to ensure that the System remains under the care
of a Qualified Operator. A “Qualified Operator” is a business organization which has the skillset
and experience to operate and service the System in accordance with the terms of the Solar
Project Documents.
d. If Financing Party transfers Company’s interests in the Solar Project
Documents to a third party (an “Assignee”), so long as the Assignee is also a Qualified Operator,
(i) Host shall recognize the respective Assignee as the counterparty under the Solar Project
Documents; (ii) Host shall continue to perform its obligations under the Solar Project Documents
in favor of such Assignee; and (iii) Financing Party shall be released from any further liability
thereunder (other than those obligations arising prior to the date of such assignment or those
obligations that are not assumed).
3. Representations and Warranties of Host. Host hereby represents and warrants to
Financing Party as follows:
a. Host is duly organized, validly existing and in good standing under the
laws of the _______________ and has all requisite power and authority to execute and deliver,
and to perform its obligations under, the Solar Project Documents and this Consent;
b. the execution, delivery and performance by Host of this Consent have
been duly authorized by all necessary action and, as of the date hereof, do not require any further
consents or approvals that have not been obtained;
c. the execution, delivery and performance by Host of this Consent will not
(i) violate any provision of any law, regulation, order, judgment, injunction or similar matters
applicable to it; or (ii) conflict with, result in a breach of or violate any of the terms, conditions
or provisions of Host’s formation, constituent or governing documents;
d. this Consent and the Solar Project Documents are legal, valid and binding
obligations of Host enforceable against Host in accordance with their respective terms except as
may be limited by bankruptcy, insolvency and other laws affecting creditors’ rights in general;
e. as of the date hereof, Host has no knowledge of a Force Majeure event
having occurred under the Solar Project Documents; and
f. as of the date hereof, Host has not taken any official action or entered into
any approval to exercise any purchase option available to Host in connection with the Systems.
Representations and Warranties of Company. Company hereby represents and
warrants to Financing Party and Host that the Company has the full power,
authority and legal right to execute, deliver and perform its obligations under this
Consent and the Solar Project Documents. This Consent has been duly executed
and delivered by Company, and this Consent and the Solar Project Documents are
legal, valid and binding obligations of Company enforceable against Company in
accordance with their respective terms except as may be limited by bankruptcy,
insolvency and other laws affecting creditors’ rights in general.
4. Confirmation and Agreement. Host confirms the following matters for the benefit
of Financing Party with respect to the Solar Project Documents and the Systems.
a. To Host’s knowledge, there exists no default or event or condition that
would, with the giving of notice or lapse of time, constitute a default under the Solar Project
Documents, and each of Company and Host has fulfilled all of its respective obligations under
the Solar Project Documents to the extent such obligations are required to be performed as of the
date hereof.
b. Host owns the Sites where the Systems have been or will be installed.
Host acknowledges and agrees that the Site specifications in Schedule B are correct. [If Host is a
Lessee and not a Site Owner: Host confirms that it has a leasehold interest in the Sites, pursuant
to that [Site Control Document] with [Landlord] and such leasehold interest is sufficient for Host
to fulfill its obligations under the Solar Project Documents. Host further confirms that it has
entered into a non-disturbance agreement with [Landlord] wherein [Landlord] (i) disclaims all
ownership in the Equipment, (ii) agrees that, provided Company is not in default, Company’s
right to undisturbed possession of the Site shall not be infringed for the term of the Solar Project
Documents, and (iii) both Construction Lender and SLB Lessor are each a third-party beneficiary
of such non-disturbance agreement].
c. The interest of Financing Party in the Systems shall at all times be
superior to any interest Host may now or hereafter have in the System, and Host hereby
subordinates any lien, encumbrance or interest heretofore or hereafter created that Host may have
in the System, whether such lien, encumbrance or interest is statutory or by agreement, to the
title, lien, encumbrance or interest of Financing Party, regardless of the timing or order of
creation or any perfection, and whether or not any System (or any part thereof) is deemed a
fixture on the Sites. Host agrees that the Systems are, and shall at all times remain, personal
property notwithstanding that it may be installed on or affixed to the Sites.
d. Without limitation of the foregoing, Host grants to Financing Party and its
agents, employees and contractors a license to enter upon the Sites and remove the Systems for
up to one hundred eighty (180) days after notice to Financing Party of the termination or
expiration of the Solar Project Documents, with such one hundred eighty (180) day period being
tolled for any period of time during which Financing Party is stayed from removing the Systems
by a proceeding in bankruptcy with respect to Company.
e. Host agrees not to hinder such exercise of remedies under the Solar
Project Documents or this Consent. If Financing Party elects to remove the System Financing
Party shall perform such removal in accordance with the terms of the Solar Project Documents,
provided that Financing Party shall have no obligations to remove substructures installed in order
to support the System.
f. The Solar Project Documents are in full force and effect and have not been
amended except as explicitly indicated in Schedule A, and there are no other agreements or
representations of any kind between Host and Company other than the Solar Project Documents
listed in Schedule A.
g. Host will use commercially reasonable efforts to place its direct
successors, assigns and lien holders on notice of the ownership of the Systems by Financing
Party, the existence of Financing Party’s security interest in the Solar Project Documents, and the
fact that the Systems are not part of the Sites or fixtures thereof, as necessary and appropriate to
avoid confusion or adverse claims.
h. Host acknowledges that, under the Transaction, Company is not permitted
to agree to an amendment or assignment of the Solar Project Documents without the prior
written consent of Financing Party, which shall not be unreasonably withheld, conditioned, or
delayed.
i. Host will use commercially reasonable efforts to deliver to Financing
Party, concurrently with delivery to Company, duplicates or copies of all requests, demands or
notices of, or with respect to, default, suspension or termination, or any claim or force majeure
event or exercise of any purchase option, delivered by Host to Company under or pursuant to the
Solar Project Documents. Notwithstanding the previous sentence, Host shall not be liable for
failure to deliver notices under this Section 5(i).
j. There is no mortgage, financing statement, fixture filing, lien, or other
encumbrance (a “Lien”) attached to any of the Sites described in the Solar Project Documents.
Notwithstanding the foregoing, if Company or Financing Party discovers a Lien on one or more
of the Sites that could reasonably be construed as prospectively attaching to one or more
Systems, Host will secure, or otherwise cooperate with Company and Financing Party to secure,
any non-disturbance agreement, lien waiver, disclaimer, or other documentation (“Waiver
Documentation”) determined by Financing Party as necessary and appropriate to avoid confusion
or adverse claims.
k. There is no easement, license, restrictive covenant, or other such real
estate interest (“Site Interest”), whether possessory or non-possessory, that will adversely affect
Company’s ability to develop, construct, operate, maintain, and decommission any of Systems in
accordance with the Solar Project Documents. Notwithstanding the foregoing, if Company or
Financing Party discovers a Site Interest on one or more of the Sites that could reasonably be
construed as prospectively adversely affecting Company’s ability to comply with the Solar
Project Documents, Host will secure or otherwise cooperate with Company and Financing Party
to secure any Waiver Documentation determined by Financing Party as necessary and
appropriate to permit full compliance with the Solar Project Documents.
l. [Appropriation Language, if applicable] Host confirms that it intends to
fulfill its obligations under the Solar Project Documents, including ensuring that sufficient
monies are appropriated in accordance with applicable law.
m. Host and Company confirm as of the date hereof, no liquidated damages
or other such payments are due and owing.
5. General.
a. Unless otherwise expressly specified or permitted by the terms hereof, all
communications and notices provided for herein shall be in writing, and any such
communication or notice shall become effective (i) upon personal delivery thereof, including,
without limitation, by overnight mail or courier service; (ii) in the case of notice by United States
mail, certified or registered, postage prepaid, return receipt requested, upon receipt thereof; or
(iii) in the case of notice by email or facsimile, upon confirmation of receipt thereof in writing by
the intended recipient, and provided such email or facsimile transmission is promptly further
confirmed by any of the methods set forth in clauses (i) or (ii) above, in each case addressed to
each party hereto at its address set forth below or, in the case of any such party hereto, at such
other address as such party may from time to time designate by written notice to the other parties
hereto:
If to Host:
If to Financing Party:
Construction Lender
Attn:
SLB Lessor
If to Company:
Clean Focus Yield LLC
127 Washington Avenue
West Bldg, Garden Level
North Haven, CT 06473
Attn: Stanley Chin and General Counsel
b. This Consent may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this Consent by facsimile
or e-mail (including “pdf” format) or other electronic means shall be effective as delivery of an
original executed counterpart of this Consent.
c. In case any provision of this Consent, or the obligations of any of the
parties hereto, shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions, or the obligations of the other parties hereto, shall not in any way be
affected or impaired thereby, and the parties hereto shall negotiate in good faith to replace such
invalid, illegal or unenforceable provisions.
d. This Consent shall be binding upon and benefit the successors and assigns
of Host, Company and their respective successors, transferees and assigns. No termination,
amendment, variation or waiver of any provisions of this Consent shall be effective unless in
writing and signed by Host and Company and consented to by Financing Party.
e. Except as expressly modified by this Consent, all other terms and
provisions of the Solar Project Documents are and remain in full force and effect. This Consent
shall be governed by and construed in accordance with the laws of the State of New York.
f. Each Power Purchase Agreement listed in Exhibit A constitutes a service
contract and not a lease of property pursuant to Section 7701(e)(1) of the Internal Revenue Code,
in accordance with Section 7701(e)(3) of the Internal Revenue Code.
g. Host will from time to time, upon the written request of Financing Party,
execute and deliver such further documents and do such other acts and things as Financing Party
may reasonably request in order to effectuate more fully the purposes of this Consent.
h. To the extent not prohibited by applicable law, the parties hereto hereby
irrevocably waive all right to trial by jury in any action, proceeding or counterclaim (whether
based on contract, tort or otherwise) arising out of or relating to this Consent.
i. This Consent is the entire agreement pertaining to the matters discussed
herein and shall supersede all oral and written representations and negotiations and prior
agreements, if any, related to the subject matter hereof.
[Signatures follow on next page.]
Signature Page
IN WITNESS WHEREOF, the parties hereto by their officers thereunto duly authorized have
duly executed this Consent as of the date first set forth above.
[COMPANY]
By: ___________________________________
Name:
____________________________________
Title:__________________________________
____
[HOST]
By: ___________________________________
Name:
____________________________________
Title:__________________________________
____
Accepted: [Financing Party]
_____________
By: ___________________________________
Name: ________________________________
Title:__________________________________
By: ___________________________________
Name: ________________________________
Title:__________________________________
Schedule A
Power Purchase Agreements (“PPAs”)
Site Control Agreements
4817-1562-9220.1
Schedule B
Sites and Specifications
To be provided
4906-4892-2972 v6 Exhibit C
Exhibit C
See Attached:
PG&E Schedule NEM-ST: Net Energy Metering Successor Tariff
U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 57281-E
Cancelling Revised Cal. P.U.C. Sheet No. 56723-E
ELECTRIC SCHEDULE NEM2 Sheet 1
NET ENERGY METERING SERVICE
(Continued)
Advice 7173-E Issued by Submitted February 13, 2024
Decision D.22-11-068 Shilpa Ramaiya Effective February 15, 2024
Vice President Resolution
Regulatory Proceedings and Rates
APPLICABILITY: Pursuant to Decision (D.) 22-12-056, this Schedule is closed to new customers with applications submitted after April 14, 2023, unless the customer is applying for Load Aggregation (NEM2A), as detailed in Special Condition 6, in which case pursuant to D.23-11-068, this Schedule is closed to new applications submitted after February 14, 2024. Notwithstanding the foregoing, Load Aggregation customers applying for interconnection on or after February 15, 2024, but before the Load Aggregation subtariff of the Net Billing Tariff (NBT) adopted by D.23-11-068 is approved, may apply for interconnection under this Schedule subject to the terms of Special Condition 11. Load Aggregation customers applying before February 15, 2024, are subject to the application requirements specified in Special Condition 3 (Interconnection) to maintain eligibility on NEM2A.
This net energy-metering schedule pursuant to Decision (D.) 16-01-044 is applicable to a customer who takes service on an applicable time-of-use (TOU) rate schedule1,2 and who uses a Renewable Electrical Generation Facility (REGF) as defined below that is located on the customer’s owned, leased, or rented premises, is interconnected and operates in parallel with PG&E’s transmission and distribution systems, and is intended primarily to offset part or all of the customer’s own electrical requirements (hereinafter “eligible customer-generator” or “customer”). For a NEM REGF paired with storage, see Special Condition 9.
A REGF greater than one megawatt seeking interconnection with PG&E’s transmission system under this Rate Schedule that is not subject to one of the exceptions described in Electric Tariff Rule 21 Section B.1 (Applicability) shall interconnect in accordance with the instructions provided there. Such customers shall also apply via PG&E’s online application portal (YourProject) for the purpose of initiating an application and determining eligibility of their REGF under this Schedule. This requirement is not applicable to such REGFs with Permission to Operate letters received as of May 6, 2022, or proposed REGFs with materially complete interconnection applications submitted as of May 6, 2022.
Notwithstanding the definition of “eligible customer-generator” above, eligible customer generator also includes (i) the California Department of Corrections and Rehabilitation (CDCR) pursuant to Special Condition 7 of this tariff.
Subject to the requirements of Special Condition 6, Load Aggregation to determine the customer’s own electrical requirements is permitted. Certain incremental billing and metering costs set forth in this schedule that are related to net energy metering are applicable to Electric Service Providers (ESPs) serving eligible customer-generators.
(T) | | | | | | | | (T)
_______________________
1 Customers on Schedules such as ET, ES, and ESR, which have no corresponding TOU Rate, are not
required to switch to TOU rates, unless and until such a rate becomes available.
2 Customers, including those on Load Accounts on NEMA as described in Special Condition 6, switching from
Schedule NEM to this NEM2 tariff are required to take any applicable TOU rate, beginning at the time the
customer switches to the NEM2 tariff, pursuant to D.14-03-041 and D. 16-01-044.
U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56724-E
ELECTRIC SCHEDULE NEM2 Sheet 2
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
APPLICABILITY (Cont’d): Pursuant to Decision 22-08-024, the Plug-in Electric Vehicle (PEV) Submetering Protocol is not extended to NEM customers at this time.
This service is not applicable to a Direct Access (DA) customer where the customer’s ESP does not offer a net energy metering tariff. In addition, if the tariffs for the customer’s ESP do not permit Load Aggregation, as described in Special Condition 6, this option is not available to the DA customer. In addition, if an eligible customer-generator participates in direct transactions with an ESP that does not provide distribution service for the direct transactions, the ESP, and not PG&E, is obligated to provide net energy metering to the customer.
This rate schedule is available to customers that provide PG&E with:
(a) a completed, signed Net Energy Metering Application and Interconnection Agreement as described in Special Condition 3 including all supporting documents and required payments; AND
(b) evidence of the customer’s final inspection clearance from the governmental authority having jurisdiction over the REGF,
See Special Condition 8 for NEM2 Legacy Provisions.
(L) | | | | | | | | | | | | | | | | | | | | (L)
U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56725-E
Cancelling Revised Cal. P.U.C. Sheet No. 54085-E
ELECTRIC SCHEDULE NEM2 Sheet 3
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
APPLICABILITY: (Cont’d.) Customers seeking generator interconnections in portions of San Francisco and Oakland where PG&E has a network grid must contact PG&E about generation export limitations.
A REGF means a generating facility that generates electricity by using:
a) biomass, b) solar thermal, c) photovoltaic, d) wind, e) geothermal, f) fuel cells using renewable fuels, g) small hydroelectric generation (but a small hydroelectric generation facility is not an eligible REGF if it will cause an adverse impact on instream beneficial uses or cause a change in the volume or timing of streamflow), h) digester gas, i) municipal solid waste conversion, j) landfill gas, k) ocean wave, l) ocean thermal, or m) tidal current,
and any additions or enhancements to the facility using that technology pursuant to paragraph (1) of subdivision (a) of Section 25741 of the Public Resources Code. These renewable sources are defined in the latest version of the California Energy Commission’s (CEC’s) Renewables Portfolio Standard (RPS) Eligibility Guidebook and the Overall Program Guidebook.3
Schedule NEM2 applies also to specified net energy metering eligible (NEM2-eligible) generators in a REGF comprised of multiple NEM2- and non-NEM2-eligible generators, served through the same Point of Common Coupling (PCC), where the NEM2-eligible generating capacity sized to customer load and in the case of the CDCR, for CDCR accounts also satisfies Special Condition 7, respectively. Such facilities will be referred to as Multiple Tariff Facilities, and any group of generators within such a facility that is subject to the same tariff provisions for billing and metering purposes will be referred to as a Constituent Generator Group. In order to be eligible for this rate schedule in a Multiple Tariff Facility, the customer-generator must meet all the requirements of Special Condition 4 for the schedule NEM2-eligible generator, and must also meet any other applicable tariffs.
(L) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
_______________________
3 The RPS Guidebooks can be found at: https://www.energy.ca.gov/programs-and-
topics/programs/renewables-portfolio-standard
| | | | | | | | | (L)
U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56726-E
Cancelling Revised Cal. P.U.C. Sheet No. 54086-E
ELECTRIC SCHEDULE NEM2 Sheet 4
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
APPLICABILITY: (Cont’d.) Due to the complexity of Load Aggregation Arrangements and/or Multiple Tariff Facilities NEM2 generating facilities interconnecting under the provisions of Special Conditions 4 and 6 may require additional review and/or interconnection facilities and other equipment, and may incur interconnection costs, as provided for in electric Rule 21*.
All Customers with Renewable Electrical Generation Facilities larger than 1 MW are subject to interconnection, Network and/or Distribution upgrade costs in accordance with Rule 21*.
Change of Party for 30 kW or less or customer transitioning to Schedule
NEM2 from NEM: (i) A Customer who owns, rents or leases a premises that includes solar and/or wind turbine electrical generating facilities, or a hybrid of both with a capacity of 30 kW or less, that was approved by PG&E for NEM2 interconnection prior to the Customer moving in and/or taking electric service with PG&E (Change of party Customer); or (ii) A Customer that was previously approved by PG&E for NEM interconnection but is transitioning to the NEM2 Rate Schedule as described in the NEM tariff (NEM Transition Eligible Customer); or
(iii) A Customer that was previously approved by PG&E for NEM interconnection but who has voluntarily enrolled on Schedule NEM2 from NEM (NEM Voluntary Transition Customer) will take service on this tariff (or other appropriate tariffs as determined by the Commission) as long as the requirements of the section below (regarding tariff compliance and release of information) are met. Any type of REGF other than either a solar and/or wind turbine electrical generating facilities, or a hybrid of both with a capacity of 30 kW or less, may at PG&E’s request be required to complete and submit to PG&E a new NEM2MT Interconnection Agreement as indicated in Special Condition 3 and/or Affidavit (Appendix C). The Change of party Customer, NEM Transition Eligible Customer or NEM Voluntary Transition Customer will not be required to upgrade their generating facility if they have met all interconnection standards and received permission to operate for the generator currently in place.
(L) | | | | | | | (L) (T)/(L) (T)/(L) (T)/(L) (L) | | (L) (T) | | | | | (T) (L) (T)/(L) (L) | | | (L) (T) | | (T) (L) | | | (L)
_________________________
* See Rule 21 Section B.1 Applicability regarding NEM-2 projects greater than 1 MW interconnecting on
Transmission.
(L) (L)
U 39 Oakland, California
Revised Cal. P.U.C. Sheet No. 58444-E
Cancelling Revised Cal. P.U.C. Sheet No. 56727-E
ELECTRIC SCHEDULE NEM2 Sheet 5
NET ENERGY METERING SERVICE
(Continued)
Advice 7329-E Issued by Submitted July 22, 2024
Decision D.23-11-068 Shilpa Ramaiya Effective January 1, 2024
Vice President Resolution
Regulatory Proceedings and Rates
APPLICABILITY:
(Cont’d.)
All Customers must:
1) Ensure that the generating facility is compliant with all applicable safety and performance standards as delineated in PG&E’s Electric Rule 21 and other applicable tariffs*;
2) Accept that PG&E may release to the California Energy Commission, the California Public Utilities Commission, and/or other state agencies, information regarding the Customer’s facility, including such Customer’s name and REGF location, capacity and operational characteristics. Pursuant to CPUC Decisions 14-11-001, 21-06-026, and 23-11-068, PG&E is required to provide certain data, including, but not limited to, confidential Customer information, to the CPUC, its contractors, the California Department of Consumer Affairs Contractors State License Board, the California Department of Financial Protection & Innovation, and the California Department of Industrial Relations. As a condition of receiving service under this tariff, the eligible Customer authorizes PG&E to release any and all information provided in the Interconnection Request to the entities identified above without further notification or consent. For REGFs that are subject to Pub. Util. Code § 769.2, in addition to consenting to PG&E sharing the data or information with those regulatory entities, Customer also consents to those entities making that information publicly available.
Change of party Customers, NEM Transition Eligible Customers, or NEM Voluntary Transition Customers with solar and/or wind turbine electrical generating facilities up to 30 kW making any modification to the generating facility are not eligible for this provision. These generators and solar and/or wind electric generating facilities over 30 kW and all other REGF are not eligible for this provision and must complete the interconnection process in Special Condition 3 of this tariff.
Change of party Customers, NEM Transition Eligible Customers, or NEM Voluntary Transition Customers making any Material Modification (pursuant to Rule 21) to previously approved PG&E NEM solar and/or wind turbine electrical generating facilities or other Renewable Electrical Generation Facility are not eligible for this provision and must, where required by Rule 21, complete the interconnection process in Special Condition 3 of this tariff.
Change of party Customers, NEM Transition Eligible Customers, or NEM Voluntary Transition Customers also must agree to comply with all rules and requirements of this and other applicable tariffs.
(T) | (T) (T) (T) | | (T) (N) | | (N)
____________________________
* See Rule 21 Section B.1 Applicability regarding NEM-2 projects greater than 1 MW interconnecting on
Transmission.
U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56728-E
Cancelling Revised Cal. P.U.C. Sheet No. 50675-E
ELECTRIC SCHEDULE NEM2 Sheet 6
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
APPLICABILITY: (Cont’d.) When the builder/developer of a subdivision sells a new home during the NEM2 application process, after the builder/developer completes the Net Energy Metering Application and Interconnection Agreement and otherwise meets all of PG&E’s requirements for the NEM2 project, but prior to PG&E providing final written approval for Parallel Operation on Schedule NEM2, PG&E may treat the new home owner/Customer as a Change of-party Customer, as defined above
Demand Response Programs: For Load Aggregation pursuant to Special Condition 6, Aggregated Accounts, including the Generating Account, are eligible for the same demand response programs and solar tariffs as NEM2 customers. Demand response payments to Aggregated Accounts will be based on the Qualified Customer’s metered usage disregarding any contributions allocated from the Generating Account. Similarly, any other demand response programmatic elements that are affected by a customer’s load (e.g., program eligibility) shall also exclude from consideration any impacts of Generator Account generation. Any payments for demand response will be limited to the customer's load, and not include excess generation exported to the grid.
(L) | | | | | | | | | | | | | | | | | TERRITORY: The entire territory served. | | RATES: All rates charged under this schedule will be in accordance with the eligible customer-generator’s PG&E otherwise-applicable metered rate schedule (OAS). An eligible customer-generator served under this schedule is responsible for all charges from its OAS including monthly minimum charges, customer charges, meter charges, facilities charges, demand charges and surcharges. The “Average Rate Limiter” for general service OAS’s and all other demand charges will be based on the demand in kilowatts as measured only on the energy being consumed by the customer from PG&E. The power factor, when it applies on the OAS, will be based on the energy consumed by the customer-generator from PG&E and the average power factor over the past 12 billing months of operation prior to starting on NEM2. Customer-generators without 12 billing months of power factor history, will have their power factor estimated based on the nature of the connected facilities and their hours of operation. Power factor will be subsequently applied to the customer-generator’s bill until the customer-generator demonstrates to PG&E’s satisfaction that adequate correction had been provided. PG&E will continue to monitor and review the power factor and if warranted, change the power factor correction on the customer-generator’s bills. Charges for energy (kWh) supplied by PG&E, ESP or Community Choice Aggregator (CCA), as applicable, will be calculated in accordance with Billing (Special Condition 2, below).
For PG&E customer-generators, the energy charges will be in accordance with the customer-generator’s OAS. For ESP or CCA customer-generators being billed Consolidated PG&E Billing service, the ESP or CCA is responsible for providing the billing information regarding the applicable generation-related bill charges or credits to PG&E on a timely basis.
| | | | | | | | | | | | | | | | | | | | | | | | | (L)
U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56729-E
Cancelling Revised Cal. P.U.C. Sheet No. 55079-E
ELECTRIC SCHEDULE NEM2 Sheet 7
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
RATES: (Cont’d.) Customer-generators eligible for service under this schedule are exempt from the requirements of Schedule SB—Standby Service, except Multiple Tariff Facilities interconnected under the terms of Special Condition 4 may be subject to the requirements of Schedule SB.
The charges and credits for Multiple Tariff Facilities taking service on this rate schedule under the provisions of Special Condition 4, will be calculated using the applicable OAS identified by the customer-generator in its application for interconnection and its interconnection agreement with PG&E or as subsequently changed by the customer-generator in accordance with PG&E’s electric Rule 12.
Existing customer-generators being billed under sub-schedules NEM2S, NEM2EXP, NEM2EXPM, or NEM2A who only add storage and are eligible to use the estimation methodology described in Special Condition 9 (“NEM Paired Storage”) will be billed using the estimation methodology as of their scheduled True-Up, provided that a True-Up is not required for any other reason. All other customer-generators with Multiple Tariff Facilities or NEM Paired Storage with existing NEM2 eligible generators or storage interconnecting additional generators, will receive a bill true-up prior to taking service under Special Condition 4. This ensures that all NEM2 accounts have the same Relevant Period, as defined in Special Condition 2, going forward.
Residential Customers on this tariff, who are:
i. the first customer who installs the REGF (that is, second or subsequent owners are not eligible) and
ii. required to take TOU rates prior to the implementation of default TOU rates for all residential customers, and
iii. on any TOU rate (including a TOU pilot rate) prior to the implementation of default residential TOU rates,
have the option to stay on that TOU rate for a period of five years from the date the customer commences the TOU rate.
PG&E rates and rate design, including the rates and rate design reflected in this Tariff, are subject to change from time to time. Customers should take this into consideration when making any long term decisions based on rate structures that are currently in place.
(L) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (L)
U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56730-E
Cancelling Revised Cal. P.U.C. Sheet No. 54087-E
ELECTRIC SCHEDULE NEM2 Sheet 8
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
SUB-SCHEDULES: Eligible customer-generators will be placed on the appropriate sub-schedule as described below:
1. NEM2S – For Small Customer (as defined in Rule 1) customer-generators taking service with solar and/or wind generating facilities of 30 kilowatts or less.
2. NEM2EXP – For Small Customer (as defined in Rule 1) customer-generators with (i) solar and/or wind generating facilities or 1,000 kilowatts or less, other than facilities of 30 kilowatts or less, or (ii) any other REGF of 1,000 kilowatts or less.
3. NEM2EXPM – For all other commercial, industrial customer-generators, and agricultural customers billed monthly under Special Condition 2.
4. NEM2MT – For customer-generators taking service as a Multiple Tariff Facility under Special Condition 4 of this tariff.
5. NEM2A – For a customer-generator with a Load Aggregation Arrangement pursuant to Special Condition 6 of this tariff.
6. NEM2CDCR – For a CDCR customer-generator pursuant to Special Condition 7.
(L) | | | | | | | | | | | | | | | | | | | | | (L)
SPECIAL CONDITIONS: 1. METERING*: Customers going on this tariff must have metering and data communication capabilities necessary to render accurate bills under NEM2. Multiple Tariff Facilities will be metered under one of the options described in Special Condition 4. All other net energy metering shall be accomplished using a single meter capable of separately registering the flow of electricity in two directions (imports and exports), and capable of metering intervals required for billing under NEM2. Data communication capabilities must meet PG&E’s requirements for transferring usage data to PG&E for billing.
If the eligible customer-generator’s existing electrical meter does not meet the requirements described in paragraph 1 above of Special Condition 1, the eligible customer-generator shall be responsible for all expenses involved in purchasing and installing an acceptable meter with data communication capabilities required to enable accurate billing under NEM2.
(T)/(L) (T)/(L) (L) | (L) (T)/(L) | | | | | | | (T)/(L) (L) | | | | | | | | | | _________________________
*There may be additional metering requirements under Rule 21 Section B.1 Applicability regarding net energy
metering NEM-2 projects greater than 1 MW interconnecting on Transmission.
| | (L)
U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56731-E
ELECTRIC SCHEDULE NEM2 Sheet 9
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
SPECIAL CONDITIONS (Cont’d):
1. METERING: (Cont’d.)
If none of the metering and data communication options available to PG&E that are necessary to render accurate billing under NEM2 requirements are acceptable to the customer–generator, PG&E shall have the right to refuse interconnection for new customers. For NEM Transition Eligible Customers, if none of the metering options available to PG&E that are necessary to render accurate billing under NEM2 requirements are acceptable to the customer–generator, PG&E shall reserve the right to transition such customers to a Rule 21 Uncompensated Export arrangement instead of NEM2. Under a Rule 21 Uncompensated Export arrangement, the customer may incur departing load and standby charges, if applicable. Customers who will be transitioned to Rule 21 Uncompensated Export may require updated meter programming to allow for accurate billing under Rule 21. Per Electric Rule No. 16 Section A.12, customers are required to provide PG&E access to metering equipment for such purposes. If a customer refuses to grant access to PG&E, such customer’s permission to operate (PTO) under NEM will terminate and such customer will need to disconnect their generating facility from the grid. PG&E reserves the right to disconnect the customer’s service if customer does not comply with PG&E rules within a reasonable period of time.
If PG&E is unable to provide metering required for NEM2 billing for either new or NEM Transition Eligible customers, PG&E shall have the option, but not an obligation, to provide an estimation methodology for such customers.
Customer-generators with Load Aggregation Arrangements will need metering on the Generating Account capable of separately measuring imports and exports in a manner commensurate with the smallest time interval used by PG&E to establish billing determinates for any of the Aggregated Account meters. If a newly installed REGF can use the existing metering, the metering charges will be based on applicable meter charges in the Generating Account TOU OAS; if a new meter is requested by the customer for a new service as allowed in Special Condition 3, it must be installed at the customer’s expense as a Special Facility using incremental costs, pursuant to Section I, Electric Rule 2.
(T)/(L) | | | | | | | | | | | | | | | | | | | | (T)/(L) (L) | | | | | | | | (L)
U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56732-E
Cancelling Revised Cal. P.U.C. Sheet No. 55080-E
ELECTRIC SCHEDULE NEM2 Sheet 10
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
SPECIAL CONDITIONS: (Cont’d.)
1. METERING: (Cont’d.)
For each Aggregated Account other than the Generating Account, an appropriate load account meter is required, consistent with the TOU rate schedule and NEM2 billing requirements for that account. The customer is responsible for all metering charges associated with each Aggregated Account’s OAS.
Additional metering requirements for NEM Paired Storage are described in Special Condition 9.
2. BILLING: Facilities qualifying under Multiple Tariffs Facilities, see Special Condition 4.
For customer-generators taking service on OAS’s, any net monthly consumption or production shall be valued as follows:
a. For an OAS with Baseline Rates
Any net consumption or production shall be valued monthly as follows:
If the eligible customer-generator is a net consumer, the eligible customer-generator will be billed in accordance with the eligible customer-generator’s OAS except for the non-bypassable charge (NBC) calculation addressed in 2.c. For NEM Paired Storage, net generation will be calculated as described in Special Condition 9, Section g. as applicable.
If the eligible customer-generator is a net generator, the net kWh generated shall be valued at the rate for the kWh up to the baseline quantity, with any excess kWh generated, valued at the rate for the appropriate tier level in which the equivalent kWh of usage would fall. These credits, if any, do not reduce the charges from the NBC calculation addressed in 2.c.
If the eligible customer-generator is being served under DA or CCA Service, ESP or CCA charges will be specified by their ESP or CCA in accordance with the eligible customer-generator’s OAS and PG&E’s Direct Access or Community Choice Aggregation tariffs. Applicable PG&E charges or credits will be valued as described in this Special Condition 2.
For a DA or CCA Service customer-generator, Generation Rate Component credits, if any, do not reduce the charges owed to PG&E for energy supplied to the eligible customer-generator, nor do they reduce the NBC calculation in 2.g.
(L) | | (L) (T)/(L) (T)/(L) (L) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (L)
U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56733-E
Cancelling Revised Cal. P.U.C. Sheet No. 55081-E
ELECTRIC SCHEDULE NEM2 Sheet 11
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
SPECIAL CONDITIONS: (Cont’d.)
2. BILLING: (Cont’d.)
b. For an OAS with Time of Use (TOU):
If the eligible customer-generator is a net consumer during any discrete TOU period, the net kWh consumed shall be billed in accordance with that same TOU period in the eligible customer-generator’s OAS except for the NBC calculation addressed in 2.c.
If the eligible customer-generator is a net generator during any discrete TOU period, the net kWh produced shall be valued at the same price per kWh at the same TOU period in the eligible customer generator’s OAS. For NEM Paired Storage, net generation will be calculated as described in Special Condition 9, Section c. as applicable.
In the event that at the end of the monthly billing cycle, an eligible customer-generator’s net usage for all TOU periods totals zero (i.e. net generation in one or more periods exactly offsets the net usage in all other periods) except for the NBC calculation addressed in 2.c, then the value of usage and/or generation will be calculated using Tier 1 rates (as set forth in the OAS).
If the eligible customer-generator is being served under DA or CCA Service, ESP or CCA charges will be specified by their ESP or CCA in accordance with the eligible customer-generator’s OAS and PG&E’s Direct Access or Community Choice Aggregation tariffs. Applicable PG&E charges or credits will be valued as described in this Special Condition 2.
For a DA or CCA Service customer-generator, Generation Rate Component credits, if any, do not reduce the charges owed to PG&E for energy supplied to the eligible customer-generator including the NBC calculation addressed in 2.c.
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U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56734-E
Cancelling Revised Cal. P.U.C. Sheet No. 51945-E
ELECTRIC SCHEDULE NEM2 Sheet 12
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
SPECIAL CONDITIONS: (Cont’d.)
2. BILLING: (Cont’d.)
a. For an OAS with Baseline Rates (Cont’d):
If the eligible customer-generator is a net generator, the net kWh generated shall be valued at the rate for the kWh up to the baseline quantity, with any excess kWh generated, valued at the rate for the appropriate tier level in which the equivalent kWh of usage would fall. These credits, if any, do not reduce the charges from the NBC calculation addressed in 2.c.
If the eligible customer-generator is being served under DA or CCA Service, ESP or CCA charges will be specified by their ESP or CCA in accordance with the eligible customer-generator’s OAS and PG&E’s Direct Access or Community Choice Aggregation tariffs. Applicable PG&E charges or credits will be valued as described in this Special Condition 2.
For a DA or CCA Service customer-generator, Generation Rate Component credits, if any, do not reduce the charges owed to PG&E for energy supplied to the eligible customer-generator, nor do they reduce the NBC calculation in 2.c.
b. For an OAS with Time of Use (TOU):
If the eligible customer-generator is a net consumer during any discrete TOU period, the net kWh consumed shall be billed in accordance with that same TOU period in the eligible customer-generator’s OAS except for the NBC calculation addressed in 2.c.
If the eligible customer-generator is a net generator during any discrete TOU period, the net kWh produced shall be valued at the same price per kWh at the same TOU period in the eligible customer generator’s OAS. For NEM Paired Storage, net generation will be calculated as described in Special Condition 9, Section g. as applicable.
In the event that at the end of the monthly billing cycle, an eligible customer-generator’s net usage for all TOU periods totals zero (i.e. net generation in one or more periods exactly offsets the net usage in all other periods) except for the NBC calculation addressed in 2.c, then the value of usage and/or generation will be calculated using Tier 1 rates (as set forth in the OAS).
If the eligible customer-generator is being served under DA or CCA Service, ESP or CCA charges will be specified by their ESP or CCA in accordance with the eligible customer-generator’s OAS and PG&E’s Direct Access or Community Choice Aggregation tariffs. Applicable PG&E charges or credits will be valued as described in this Special Condition 2.
For a DA or CCA Service customer-generator, Generation Rate Component credits, if any, do not reduce the charges owed to PG&E for energy supplied to the eligible customer-generator including the NBC calculation addressed in 2.c.
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U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56735-E
Cancelling Revised Cal. P.U.C. Sheet No. 51946-E
ELECTRIC SCHEDULE NEM2 Sheet 13
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
SPECIAL CONDITIONS: (Cont’d.)
2. NET ENERGY METERING AND BILLING: (Cont’d.)
c. Non-Bypassable Charges
Customers on this tariff must pay the non-bypassable charges specified in D.16-01-044 and Resolution E-4792 in each metered interval for each kilowatt-hour of electricity they consume from the grid. The relevant non-bypassable charges are Public Purpose Program, Nuclear Decommissioning Charge, Competition Transition Charge, and Wildfire Fund Charge (NBCs). These charges may not be reduced by any credits for exports to the grid as calculated in 2.a and 2.b. NBCs shall be assessed only on the kilowatt hours consumed in each metered interval net of exports.
d. For an OAS with Minimum Charges:
Eligible customer-generators taking service on a residential OAS, that are billed annually for net energy consumed, shall owe only the delivery minimum bill amount monthly, which shall be assigned as distribution revenue. The energy (kWh) related component shall be treated in the same manner as energy (kWh) consumed, as described in Special Condition 2.h below, unless otherwise provided for in the customer-generator’s OAS.
e. For a customer-generator electing Load Aggregation:
For each monthly billing period, the energy (kWh) exported to the grid (in kilowatt-hours or kWh) by the Renewable Electrical Generation Facility shall be allocated to each of the Aggregated Account meters (kWh reading), as well as the Generating Account if it has load, based on the cumulative usage at each aggregated account and the cumulative generation from the generating account from the start of the Relevant Period. At the end of the month, once the allocation proportions are known, the kWh for each Generating Account meter interval will be allocated to each of the Aggregated Accounts for the corresponding interval. NBCs will apply to the load accounts based on their full metered usage.
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U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56736-E
Cancelling Revised Cal. P.U.C. Sheet No. 51947-E
ELECTRIC SCHEDULE NEM2 Sheet 14
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
SPECIAL CONDITIONS: (Cont’d.)
2. NET ENERGY METERING AND BILLING: (Cont’d.)
e. For a customer-generator electing Load Aggregation: (Cont’d)
Once the kWh is allocated to an eligible customer-generator’s Aggregated Account, that account will be treated in accordance with 2.a, 2.b, and/or 2.c above, as applies to the rate schedule on which the Aggregated Account takes service. The Generating Account will also be treated as an Aggregated Account in months where it has net load.
f. Payment Options:
Eligible Small Customer (as defined in Rule 1) customer generators may pay monthly or annually for the net energy (kWh) consumed. For all other commercial, industrial, and agricultural customers, the net balance of all moneys owed must be paid on each monthly billing cycle; when they are a net electricity producer over a monthly billing cycle, the value of any excess kilowatt-hours generated during the billing cycle shall be carried over to the following billing period and appear as a credit on the customer generator’s account, until the end of the Relevant Period.
Aggregated Accounts, including the Generating Account in a Load Aggregation Arrangement must pay monthly for energy consumed.
g. Relevant Period:
A Relevant Period consists of any twelve monthly billing cycles commencing on the date PG&E provides the Customer-Generator with PG&E’s written approval to begin parallel operation of the REGF for purposes of participating in NEM2, and on every subsequent anniversary thereof. If an eligible customer-generator terminates service, or experiences a change in ESP or CCA prior to the end of any 12 monthly billing cycles the Relevant Period will consist of that period from the anniversary date until the effective date of that termination or ESP or CCA change.
For Load Aggregation, the Generating Account and all Aggregated Accounts will have the same billing cycle and Relevant Period, based on the interconnection date, or Anniversary thereof as described earlier in this paragraph. However, if an Aggregated Account terminates service, or experiences a change in ESP or CCA prior to the end of any 12 monthly billing cycles, its Relevant Period will consist of that period from the anniversary date until the effective date of that termination or ESP or CCA change. If an Aggregated Account is subsequently added, its Relevant Period will consist of that period from its effective date of inclusion in Load.
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U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56737-E
Cancelling Revised Cal. P.U.C. Sheet No. 51948-E
ELECTRIC SCHEDULE NEM2 Sheet 15
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
SPECIAL CONDITIONS: (Cont’d.)
2. NET ENERGY METERING AND BILLING: (Cont’d.)
h. Energy True Up:
Net energy is defined as measuring the difference between the energy (kWh) supplied by PG&E, ESP or CCA, as applicable, through the electric grid to the eligible customer-generator and energy (kWh) generated by an eligible customer-generator and fed back into the electric grid over a Relevant Period.
For an Aggregated Account, (including a Generating Account) Net Energy is defined as measuring the difference between the energy (kWh) supplied by PG&E, ESP or CCA, as applicable, through the electric grid to the eligible customer-generator and the total energy (kWh) allocated to that Aggregated Account over a Relevant Period.
A true up is performed by PG&E and/or ESP or CCA, as applicable, at the end of each Relevant Period following the date the customer-generator was first eligible for Schedule NEM2, or the date of PG&E’s written approval to begin parallel operation of the REGF for purposes of participating in NEM2, whichever is later, and at each anniversary date thereafter. The eligible customer-generator shall be billed as follows:
Where the residential delivery minimum bill amount applies at the true up for a Bundled, DA/CCA, or Transitional Bundled Service customer, the customer generator will not owe any additional amounts for delivery services. The total delivery minimum bill amount will be unbundled for accounting purposes based on net energy consumed over the relevant period using non-generation rates described in the otherwise applicable rate schedule, except for NBC’s which will be unbundled for accounting purposes based on total energy consumed from the grid.
Where the residential delivery minimum bill amount applies at the true up for a Bundled or Transitional Bundled Service customer, and the accumulated net generation charges over the relevant period are greater than zero, the customer-generator will also owe an amount equal to the accumulated net generation charges. Where the residential delivery minimum bill amount applies at true up for a Bundled or Transitional Bundled Service customer, and the accumulated net generation charges over the relevant period are less than or equal to zero, no credit for accumulated net generation charges will be applied to the amount owed by the customer-generator.
If the customer-generator is taking service under DA or CCA Service, separate true-ups will be calculated for the applicable PG&E charges and credits and the ESP or CCA charges and credits.
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U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56738-E
Cancelling Revised Cal. P.U.C. Sheet No. 55406-E
ELECTRIC SCHEDULE NEM2 Sheet 16
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
SPECIAL CONDITIONS: (Cont’d.)
3. INTERCONNECTION: Prior to receiving approval for Parallel Operation, the customer-generator must submit a completed PG&E application form and interconnection agreement as follows:
(L) | | | Rate Option Application Interconnection Agreement | | NEM2S For Solar and/or Wind Electric Generating Facilities of 30 Kilowatts or Less: | | | Application - Net Energy Metering (NEM2) Interconnection for Solar and/or Wind Electric Generating Facilities of 30 Kilowatts or Less (Form 79-1151B-03)4
Agreement and Customer Authorization – Net Energy Metering (NEM2) Interconnection for Solar and/or Wind Electric Generating Facilities of 30 Kilowatts or Less (Form 79-1151A-02)4
| | | | | | | | NEM2EXP NEM2EXPM For Solar and/or Wind Net Energy Metering (NEM2) Generating Facilities of 1,000 Kilowatts or Less, other than Facilities of 30 Kilowatts or Less:
| | | | Generating Facility Interconnection Application, (Form 79-1174-03)
Interconnection Agreement for Net Energy Metering (NEM2) of Solar or Wind Electric Generating Facilities of 1,000 Kilowatts or Less, other than Facilities of 30 Kilowatts or Less (Form 79-1220)
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Generating Facility Interconnection Application, (Form 79-1174-03)
Interconnection Agreement For Net Energy Metering (NEM2) non-Solar and/or Wind Generating Facilities of any size, and Solar and/or Wind Generating Facilities greater than 1,000 kW (Form 79-1198-
02)
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4 Both the Agreement and Customer Authorization (79-1151A-02) and Application (79-1151B-03) forms must
have been submitted before PG&E will issue the Permission to Operation (PTO) letter. Information in the
Application can be submitted by the Company or Customer in an electronic format, subject to approval by
PG&E.
* Also see Rule 21 Section B.1 Applicability regarding NEM-2 projects greater than 1 MW interconnecting on
Transmission.
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U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56739-E
Cancelling Revised Cal. P.U.C. Sheet No. 55407-E
ELECTRIC SCHEDULE NEM2 Sheet 17
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
SPECIAL CONDITIONS: (Cont’d.)
3. INTERCONNECTION: (Cont’d.) (L) | | Rate Option Application Interconnection Agreement | | NEMPS For NEMPS (Special Condition 9) for projects that meet NEM Integrity requirements
| | | | Generating Facility Interconnection Application, (Form 79 1174-03)
79-1193-02- AGREEMENT AND CUSTOMER AUTHORIZATION Net Energy Metering (NEM2) Interconnection For Solar And/Or Wind Electric Generating Facilities Of 30 Kilowatts Or Less with Energy Storage of 10 Kilowatts Or Less or Energy Storage with Power Control System Certification
| | | | | | | | | | NEM2, NEM2EXP, NEM2A ,or NEM2MT > 1,000 kW
Generating Facility Interconnection Application (Form 79-1174-03)
Rule 21 Generator Interconnection Agreement for New Energy Metering (NEM-2) Generating Facilities Greater than 1,000 Kilowatts Interconnecting Under the Fast Track Process (Form 79-1198-02)
Rule 21 Generator Interconnection Agreement (GIA) for Net Energy Metering (NEM2) Generating Facilities Greater than 1,000 Kilowatts Interconnecting Under the Independent Study, Distribution Study, or Transmission Cluster Process (Form 79-1198-02)*
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NEM2MT For customer-generators ≤ 1 MW taking service as a Multiple Tariff Facility under Special Condition 4 of this tariff: (L) | | Generating Facility Interconnection Application (Form 79-1174-03)
Generating Facility Interconnection Agreement (NEM2MT - Multiple Tariff) (Form 79-1069-02)
| | | | NEM2A NEM2 Load Aggregation ≤ 1 MW
Along with the applicable interconnection form above, also submit:
NEM2 Load Aggregation Appendix (Form 79-1202)
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* Also see Rule 21 Section B.1 Applicability regarding NEM-2 projects greater than 1 MW interconnecting on
Transmission.
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U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 57282-E
Cancelling Revised Cal. P.U.C. Sheet No. 56740-E
ELECTRIC SCHEDULE NEM2 Sheet 18
NET ENERGY METERING SERVICE
(Continued)
Advice 7173-E Issued by Submitted February 13, 2024
Decision D.22-11-068 Shilpa Ramaiya Effective February 15, 2024
Vice President Resolution
Regulatory Proceedings and Rates
SPECIAL CONDITIONS: (Cont’d.)
3. INTERCONNECTION: (Cont’d.)
For Customers to receive service on this NEM2 schedule, their interconnection application must be submitted on or before April 14, 2023 (NEM2 Sunset Date), and for Load Aggregation on or before February 14, 2024, and must comply with the following:
(i) The interconnection application date is defined as the submission date of an application that is free of major deficiencies and includes a complete application, a single-line diagram (for systems smaller than or equal to 30 kW, applicant does not need to upload a site-specific single-line diagram, but can instead select a template single-line diagram in the portal if applicable), a complete California Contractors State License Board Solar Energy System Disclosure Document (if applicable), a signed California Solar Consumer Protection Guide (if applicable) and for standard NEM, a signed Agreement and Customer Authorization.
(ii) All customers seeking to interconnect on this NEM2 schedule shall submit final building permit sign off and electrical clearing by the authority having jurisdiction by no later than three years from the NEM2 sunset date (before April 15, 2026), and for Load Aggregation Customers three years from the NEM2A sunset date (before February 15, 2027).
(iii) For Customers seeking to interconnect on this NEM2 schedule pursuant to Special Condition 6, Load Aggregation, land review does not need to be complete for the application to be determined to be free of major deficiencies. PG&E will review the interconnection application for major deficiencies prior to commencing land review.
PG&E is granted the discretion to give NEM2 tariff eligibility to a customer if a delay in meeting the NEM2 Sunset Date (April 14, 2023) or NEM2A Sunset date (February 14, 2024) is caused by the utility. Similarly, PG&E has the discretion to apply NEM2/NEM2A eligibility to customers who fail to submit the final building permit sign off and other necessary documentation within three years from the NEM2 sunset date (before April 15, 2026), or for Load Aggregation Customers three years from NEM2A Sundet date (before February 15, 2027) if such failure is due to utility-caused delays.
For Load Aggregation, a completed and signed “NEM Load Aggregation Appendix” (Form 79-1202) must be submitted together with the appropriate NEM interconnection agreement listed above.
The eligible customer-generator must meet all applicable safety, and performance standards established by the National Electrical Code, the Institute of Electrical and Electronics Engineers, and accredited testing laboratories such as Underwriters Laboratories and, where applicable, rules of the California Public Utilities Commission regarding safety and reliability.
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U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 57283-E
Cancelling Revised Cal. P.U.C. Sheet No. 56741-E
ELECTRIC SCHEDULE NEM2 Sheet 19
NET ENERGY METERING SERVICE
(Continued)
Advice 7173-E Issued by Submitted February 13, 2024
Decision D.22-11-068 Shilpa Ramaiya Effective February 15, 2024
Vice President Resolution
Regulatory Proceedings and Rates
SPECIAL
CONDITIONS:
(Cont’d.)
3. INTERCONNECTION: (Cont’d.)
In order to promote the safety and reliability of the customer REGF, the applicant is required to verify as a part of each interconnection request for this tariff, that all major solar system components are on the verified equipment list maintained by the California Energy Commission and other equipment, as determined by PG&E, should be verified by the customer as having safety certification from a nationally recognized testing laboratory.
Applicant is required to verify as a part of each interconnection request for this tariff, that (i) a warranty of at least 10 years, or (ii) a 10-year service warranty or executed “agreement” ensuring proper maintenance and continued system performance has been provided on all equipment and on its installation.
For Load Aggregation Arrangements Requesting an additional service for Generator – Subject to all other applicable rules, an additional service may be allowed for the Generating Account if it has no load other than that associated directly with the REGF. However, a customer may not subsequently add load to that additional service, and if the REGF is removed, the additional service, may not be converted to a load account.
Customers on this tariff must pay for the interconnection of their REGF as provided in Electric Rule 21*, including an application fee. This application fee must be paid through PG&E’s online application portal in order to complete the application, unless otherwise directed by PG&E. For application fees for Customers impacted by a Natural or Human-Made Disasters5, see Special Condition 10.
For the purposes of the NEM2, NEM2V, and NEM2VMSH tariffs, the rating of the generating facility, for the purposes of comparing its size relative to the 1 megawatt (MW) limit**, will be determined based on:
(a) For each PV generator, the California Energy Commission’s (CEC) AC rating;
(b) For each inverter based generator, the gross nameplate rating of the inverter; or
(c) For each non-inverter based generator, the generator gross nameplate.
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5 Natural or human-made disasters includes such events as a fire, earthquake, flood, or severe storms.
* See Rule 21 Section B.1 Applicability regarding NEM-2 projects greater than 1 MW interconnecting on
Transmission.
** For the purposes of Rule 21 Section B.1 Applicability regarding NEM-2 projects greater than 1 MW
interconnecting on Transmission, the capacity of all Generating Facilities in will be considered in
counting towards the 1MW limit.
U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56742-E
Cancelling Revised Cal. P.U.C. Sheet No. 55410-E
ELECTRIC SCHEDULE NEM2 Sheet 20
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
SPECIAL CONDITIONS: (Cont’d.)
4. MULTIPLE TARIFF FACILITIES:
Multiple Tariff Facilities have the following additional provisions:
a. When Net Generation Output Metering (NGOM) is required, such NGOM must conform to the requirements set forth in Electric Rule 21, Section J.
b. A NEM2-eligible Constituent Generator Group is defined as a constituent generator group that is eligible for service under the provisions of either schedule NEM, NEM2, NEMBIO or NEMFC or their sub-schedules.
c. A non-NEM2-eligible Constituent Generator Group is defined as a constituent generator group that does not take service under the provisions of schedule NEM, NEM2, NEMBIO or NEMFC, but interconnects under the non-NEM2 provisions of Electric Rule 21.
d. All metering for Multiple Tariff Facilities called for in this Special Condition must meet the requirements needed to bill under the customer-generator’s OAS. All metering, equipment and Non Export relays necessary to implement the provisions in this section will be provided at the Customer-Generator’s expense.
e. Any generators eligible for tariffs NEMA, NEM2, NEMFCA or NEMBIOA (accounts with the loads from eligible accounts aggregated on the main NEM, NEM2, NEMFC or NEMBIO account pursuant as allowed under this Special Condition 4 of this NEM2 tariff) will be treated as a separate Constituent Generator Group. However at this time NEM2A may not be combined with NEMA, NEMFCA or NEMBIOA under this Special Condition.
(L) I I I I I I I I I I I I I I I I I I I I I I I I I I I I I (L)
U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56743-E
Cancelling Revised Cal. P.U.C. Sheet No. 55411-E
ELECTRIC SCHEDULE NEM2 Sheet 21
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
SPECIAL CONDITIONS: (Cont’d.)
4. MULTIPLE TARIFF FACILITIES: (Cont’d.)
f. Except for Load Aggregation Arrangements, where multiple NEM -eligible Constituent Generator Groups are present and energy (kWh) is exported to the grid at the PCC, the billing credit will be based upon the proportional contribution of the energy production (kWh) of each NEM-eligible Constituent Generator Group over the billing period as follows:
1) Sum all NEM-eligible Constituent Generator Groups’ NGOM readings. For NEM Paired Storage, follow the provisions in Special
Condition 9.
2) Determine the proportion of energy (kWh) attributable to each NEM-eligible Constitute Generator Group by dividing the NGOM reading of each by the sum from (1) above.
3) NEM-eligible Export is the lesser of either all exported energy (kWh) as measured at the PCC or the sum of the energy (kWh) per (1) above.
4) Take the NEM-eligible Export and assign it to each NEM-eligible Constituent Generator Group based on its respective proportion of NGOM reading.
5) Determine the bill credit for the customer-generator as provided under the customer-generator’s OAS in combination with the net energy metering tariff billing treatment type for each NEM-eligible Constituent Generator Group.
6) If interval metering is chosen per Special Condition 4.g(2)(c) of this special condition, this allocation of bill credit will be done on the aggregated intervals over a billing period. If the OAS is a time-of-use (TOU) rate schedule, the allocation will be performed for each aggregated TOU period separately.
7) Generating Facilities including only multiple NEM2 REGFs are not Multiple Tariff Facilities and the customer-generator will be billed as provided in Special Condition 2 of this tariff.
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U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56744-E
Cancelling Revised Cal. P.U.C. Sheet No. 55412-E
ELECTRIC SCHEDULE NEM2 Sheet 22
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
SPECIAL CONDITIONS: (Cont’d.)
4. MULTIPLE TARIFF FACILITIES: (Cont’d.)
g. Multiple Tariff Facility Configurations and Metering.
1) Except for Load Aggregation Arrangements, for two or more types of NEM-eligible Constituent Generator Groups, the customer-generator must select one of the following options:
a) Install NGOM on each Constituent Generator Group. In addition, metering is required at the PCC capable of separately registering the flow of energy (kWh) in two directions. Billing credit will be calculated as provided for in Special Condition 4.f. Generation Rate Component charges are the charges for energy (kWh) used based on the generation rate component of the energy charge under the customer-generator’s rate schedule(s). Billing credit will be applied consistent with the appropriate net metering tariff as follows:
i. First, apply NEMBIO credits (if any) to Generation Rate Component charges on any aggregated accounts, and then to Generation Rate Component charges on the account served by the generating facility (Host Account).
ii. Second, apply NEMFC credits (if any) to Generation Rate Component charges on the account served by the generating facility.
iii. Third, apply NEM2 credits (if any) as appropriate to the remainder of energy charges except for NBC charges for usage supplied by the grid on the account served by the generating facility.
iv. Fourth, apply NEM credits (if any) as appropriate to the remainder of energy charges on the account served by the generating facility.
v. No credits shall offset NBC charges calculated on all usage supplied from the grid.
b) If the customer-generator has Constituent Generator Group(s) eligible for Schedule NEMBIO or NEMFC, and has a Constituent Generator Group eligible for Schedule NEM2 and/or NEM consisting of one or more Renewable Electrical Generation Facilities, the customer–generator may elect to take service for such under either Schedule NEMBIO or NEMFC, as appropriate, for all of the Constituent Generator Group(s).Likewise, if the customer-generator has Constituent Generator Group(s) eligible for NEM and NEM2, the customer-generator may elect to take service for both under NEM2.
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U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56745-E
Cancelling Revised Cal. P.U.C. Sheet No. 55413-E
ELECTRIC SCHEDULE NEM2 Sheet 23
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
SPECIAL CONDITIONS: (Cont’d.)
4. MULTIPLE TARIFF FACILITIES: (Cont’d.)
g. Multiple Tariff Facility Configurations and Metering.
2) For all eligible combinations of NEM-Eligible Constituent Groups and non-NEM eligible Constituent Groups, the Customer-Generator must select one of the following options:
a) The Non Export Relay Option: A Customer-Generator must install a Non-Export relay on their non-NEM Constituent Generator Groups and install metering as follows: 1) If there is only one type of NEM-eligible Constituent Generator Group then metering at the PCC is all that is required and the terms of the appropriate NEM2 tariff for that group will apply; 2) If there are two or more types of NEM2-Eligible Constituent Generator Groups, then Metering at the PCC and NGOM metering of each NEM2-Eligible Constituent Generator Group is required. The requirements of Special Condition 4.f and 4.g apply.
b) The Load Metering Option: The customer-generator must install NGOM on each NEM2-Eligible Constituent Generator Group, install energy consumption metering at the load, and install metering at the PCC as follows: 1) If there is one type of NEM2-Eligible Constituent Generator Group then the terms of the appropriate NEM2 tariff for that group will apply; 2) If there are two or more types of NEM2-Eligible Constituent Generator Groups, then the terms of Special Condition 4.f and 4.g apply.
c) The Interval Meter Option: The customer-generator must install interval NGOM on each NEM2-Eligible Constituent Generator Group and install interval metering at the PCC as follows: 1) If there is one type of Constituent Generator Group then the terms of the appropriate NEM2 tariff for that group will apply; 2) If there are two or more types of NEM2-Eligible Constituent Generator Groups, then the terms of Special Condition 4.f and 4.g for interval metering apply. Energies (kWh) generated in an interval are aggregated over a billing period according to the OAS.
h. Multiple Tariff Facilities, served under DA or CCA Service, may only participate to the extent their ESP or CCA offers net metering for the specific constituent generator group(s). All accounts for each specific constituent generator group must be served by the same ESP.
i. Multiple Tariff Facilities involving multiple Load Aggregation Constituent Generator Groups, except for those allowed under Special Condition 5.g above, are not permitted at this time.
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U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56746-E
Cancelling Revised Cal. P.U.C. Sheet No. 55414-E
ELECTRIC SCHEDULE NEM2 Sheet 24
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
SPECIAL CONDITIONS: (Cont’d.)
5. NET SURPLUS ELECTRICITY COMPENSATION (NSC):
Pursuant to P.U. Code Sections 2827 (h)(4)(A), this Special Condition was established to provide a NEM customer having Net Surplus Electricity, (defined as all electricity generated by an eligible customer measured in kilowatt-hours over a Relevant Period – as defined in Special Condition 2.h of this tariff – that exceeds the amount of electricity consumed by that eligible customer), with Net Surplus Electricity Compensation (NSC) for the Net Surplus Electricity, while leaving other ratepayers unaffected. A NEM2 customer who has Net Surplus Electricity will be known as a Net
Surplus Generator.
a. NSC Applicability – All bundled Net Surplus Generators that satisfy the conditions in the Applicability Section of this tariff and take service under this rate schedule are eligible to receive NSC at the time of their true-up. This includes Net Surplus Generators on sub-schedules NEM2S, NEM2EXP, and NEM2EXPM. A NEM2MT Net Surplus Generator is also eligible to receive NSC but only for the one or more generators at the same metered account eligible for billing treatment under Special Condition 2.a through 2.f of this NEM2 schedule, or the applicable tariff for the non-NEM2 generator.
Net Surplus Generators who receive Direct Access (DA) Service from an ESP or who receive Community Choice Aggregation Service from a CCA are not eligible to receive NSC from PG&E but may contact their ESP or CCA Provider to see if they provide NSC.
If an eligible customer-generator elects Load Aggregation as described in Special Condition 6, the Generating Account shall be permanently ineligible to receive net surplus electricity compensation, and PG&E shall retain any kilowatt-hours and zero out any credits remaining on each account in the Load Aggregation Arrangement at the end of the Relevant Period. However, if an Aggregated Account that is not a Generating Account is separated from the Arrangement, and subsequently qualifies for NEM2, it is also eligible for NSC.
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U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56747-E
Cancelling Revised Cal. P.U.C. Sheet No. 55415-E
ELECTRIC SCHEDULE NEM2 Sheet 25
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
SPECIAL CONDITIONS: (Cont’d.)
5. NET SURPLUS ELECTRICITY COMPENSATION (NSC): (Cont’d.)
b. The NSC Rate – The NSC Rate is defined as the simple rolling average of PG&E’s default load aggregation point (DLAP) price from 7 a.m. to 5 p.m., for a 12-month period. PG&E shall use the NSC Rate as the value of the electricity portion of its net surplus compensation rate.
PG&E will calculate the NSC Rate each month. It will be effective on the first day of that month and PG&E will use it in the NSC Calculation for any Net Surplus Generators with a Relevant Period completed in that month (True-Up Month). The DLAP Cutoff Date will be defined as the twentieth (20th) day of the month prior to the True-Up Month. PG&E will wait five (5) days after the DLAP Cutoff Date for the CAISO to have time to finalize the day-ahead PG&E DLAP prices. The NSC Rate will then be calculated as the simple average of the prices for all hours between 7 a.m. and 5 p.m. over a one (1) year period ending on the DLAP Cutoff Date.
c. Pursuant to D. 11-06-016, PG&E includes a Renewable Attribute Adder (RAA) based on the California Energy Commission (CEC) implementation methodology.
Under the CEC’s Renewables Portfolio Standard (RPS) Eligibility Guidebook6, an ownership verification and tracking process is set forth for Renewable Energy Credits (RECs) created by Net Surplus Generators.
PG&E will pay a RAA for Net Surplus Electricity if the Net Surplus Generator completes Form 79-1155-02 - Schedules NEM2, NEM2V, NEMV2MSH, Net Surplus Electricity (NSE) Renewable Energy Credits Compensation Form which requires that each true-up a Net Surplus Generator confirm it or its REC aggregator has:
1) certified ownership of Net Surplus Electricity Renewable Energy Credits associated with their Net Surplus Electricity; 2) obtained certification for the Renewable Portfolio Standards (RPS) eligibility of the Electrical Generation Facility from the CEC and provide evidence of this certification to PG&E; and 3) transferred the ownership of the WREGIS Certificates to PG&E.
The RAA will be calculated using the most recent Western Electricity Coordinating Council (WECC) average renewable premium, based on United States Department of Energy (DOE) published data as submitted via advice letter annually in compliance with Resolution E-4475 and Decision 11-12-018.
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_______________________
6 The CEC RPS Eligibility Guidebook is available at: https://www.energy.ca.gov/programs-and-
topics/programs/renewables-portfolio-standard
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U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56748-E
Cancelling Revised Cal. P.U.C. Sheet No. 55416-E
ELECTRIC SCHEDULE NEM2 Sheet 26
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
SPECIAL CONDITIONS: (Cont’d.)
5. NET SURPLUS ELECTRICITY COMPENSATION (NSC): (Cont’d.)
d. Calculation of the NSC – NSC is calculated by multiplying any Net Surplus Electricity (kWh) by the NSC Rate in (b) and (c) above.
e. Options for receiving NSC – A NEM2 customer with NSC will automatically have their NSC applied to any amounts owed to PG&E and then may choose to:
1) take no action and roll any remaining NSC amounts forward to offset subsequent PG&E charges; or
2) request that PG&E issue a check if the remaining NSC amount is greater than one dollar ($1). A customer can select this option by calling PG&E. If the customer is closing all their accounts with PG&E, PG&E will automatically send a check; or
3) elect not to receive any NSC by completing and submitting Form 79-1130 (Customer Request Form not to Receive Net Surplus Compensation) to PG&E to confirm that they do not want to participate. In this case PG&E will zero out any NSC the NEM2 customer may be otherwise eligible to receive.
f. Qualifying Facility Status – Customers must comply with the appropriate conditions below to first demonstrate to PG&E that they are Qualifying Facilities (QFs) in order to receive NSC.
1) No documentation of QF status is required of any NEM2 customer-generators with a net power production capacity of one megawatt or less, consistent with Federal Energy Regulatory Commission (FERC) regulations 18 C.F.R. §292.203.
2) NEM2 customer-generators with a net power production capacity greater than one megawatt shall self-certify QF status by submitting FERC Form 556 to FERC pursuant to 18 C.F. R. §292.207(a). Notice to PG&E as the utility with which the facility will interconnect and/or transact shall be provided in accordance with FERC Form 556 instructions. Filing Form No. 556 is not a requirement for interconnection under this provision.
g. Generator Size – Nothing in this Special Condition alters the existing NEM2 system sizing requirement. Specifically, in order to be eligible for NSC, a system must be intended primarily to offset part or all of the customer’s own electrical requirements. Systems that are sized larger than the customer’s electrical requirements are not eligible for NEM2 and therefore, are not eligible for NSC either.
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U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 57284-E
Cancelling Revised Cal. P.U.C. Sheet No. 56749-E
ELECTRIC SCHEDULE NEM2 Sheet 27
NET ENERGY METERING SERVICE
(Continued)
Advice 7173-E Issued by Submitted February 13, 2024
Decision D.22-11-068 Shilpa Ramaiya Effective February 15, 2024
Vice President Resolution
Regulatory Proceedings and Rates
SPECIAL CONDITIONS: (Cont’d.)
6. LOAD AGGREGATION – NEM2A:
a. Load Aggregation is available to an eligible customer-generator, that has load served by multiple meters (“Aggregated Accounts”) located on the property where the REGF (“Generating Account”) is located and on property adjacent or contiguous to the property on which the REGF is located, only if those properties are solely owned, leased, or rented by the eligible customer-generator, subject to the terms of this Special Condition and elsewhere in this tariff. All of the Aggregated Accounts, including a single Generating Account, that are billed together under this Special Condition are referred to as an Arrangement. Customer-generators are eligible to participate in Load Aggregation provided that all meters in a Load Aggregation Arrangement are located (i) on the property where the REGF is located, or (ii) are located within an unbroken chain of contiguous parcels that are all solely owned, leased or rented by the customer-generator. For purposes of Load Aggregation, parcels that are divided by a street, highway, or public thoroughfare are considered contiguous, provided they are within an unbroken chain of otherwise contiguous parcels that are all solely owned leased or rented by the customer-generator, as verified in Form 79-1202. For purposes of determining parcel contiguity under this provision, “public thoroughfare” will include a canal, railroad track or transmission right-of-way, when these features are isolated on third party owned property. When a third party owned easement is located on a NEM2A customer-generator’s property, there is no impairment to parcel contiguity. In addition, an irrevocable easement granting sole use and control to the NEM2 customer-generator for an entire parcel can be used to establish contiguity. Otherwise, a customer-generator’s easement on a third party owned parcel will not be sufficient to establish parcel contiguity for NEM2A.
b. Customers applying for Load Aggregation on or after April 15, 2023, and before February 15, 2024 may interconnect under NEM2A provided such customers have two or more existing meters as of December 15, 2022, and with a reduced legacy period of nine years to align with customers interconnecting on the NBT Schedule.
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U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56750-E
Cancelling Revised Cal. P.U.C. Sheet No. 55418-E
ELECTRIC SCHEDULE NEM2 Sheet 28
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
SPECIAL CONDITIONS: (Cont’d.)
6. LOAD AGGREGATION – NEM2A: (Cont’d.)
b. Example of NEM2A – Assume there are five parcels (A, B, C, D, E, and F) that form a cluster of contiguous parcels and D and E are separated from A, B, C and F by a street, highway, or public thoroughfare. For the purposes of participating in Load Aggregation, all five parcels are considered contiguous, provided they are otherwise contiguous and all are solely owned, leased or rented by the customer-generator. Refer to Diagram 1 (for illustrative purposes only).
Diagram 1
Two parcels that are separated by a parcel that is only a stream or river or slough owned by a third party are considered contiguous if:
1A. The two parcels are otherwise eligible for NEM2A, and
1B. The third party is a public entity, and
1C. The third-party owned parcel containing the stream or river or slough is no wider than one thousand feet across as measured at the narrowest point between the two parcels, and
1D. Customer provides documentation that they meet these criteria if requested by PG&E.
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U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56751-E
Cancelling Revised Cal. P.U.C. Sheet No. 55419-E
ELECTRIC SCHEDULE NEM2 Sheet 29
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
SPECIAL CONDITIONS: (Cont’d.)
6. LOAD AGGREGATION – NEM2A: (Cont’d.)
c. Billing Service Charges – An eligible customer-generator electing Load Aggregation shall remit service charges for the cost of providing billing services as follows. These charges shall include:
1) One-Time Setup Charge of $25.00 per Aggregated Account and for the Generating Account, as defined in this Special Condition, and cumulatively, shall be limited to no more than $500 per Load Aggregation Arrangement. Any change to the number of accounts included in a NEM2A arrangement is subject to this one-time fee. This Setup Charge shall be assessed without regard to the $500 limit for accounts added after the PTO date.
Plus,
2) Monthly Charge of $5 Per Aggregated Account and for the Generating Account as defined in this Special Condition.
7. CALIFORNIA DEPARTMENT OF CORRECTIONS AND REHABILITATION (CDCR)
“Eligible customer-generator” includes the Department of Corrections and Rehabilitation using a renewable electrical generation technology, or a combination of renewable electrical generation technologies, with a total capacity of not more than eight megawatts, that is located on the department’s owned, leased, or rented premises, and is interconnected and operates in parallel with the electrical grid, and is intended primarily to offset part or all of the facility’s own electrical requirements.
The amount of any wind generation exported to the electrical grid shall not exceed 1.35 megawatt at any time. CDCR Eligible Customer Generators are subject to Network and/or Distribution upgrade costs in accordance with Rule 21 Section D.13.e.
CDCR shall use Interconnection Application Form 79-1174-03 to apply under this Special Condition. In addition to submitting the application form, CDCR will notify PG&E at Rule21gen@pge.com of the Generating Facility’s size, and if applicable, any allocation between NEM2 and non-NEM2 generation.
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U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 57285-E
Cancelling Revised Cal. P.U.C. Sheet No. 56752-E
ELECTRIC SCHEDULE NEM2 Sheet 30
NET ENERGY METERING SERVICE
(Continued)
Advice 7173-E Issued by Submitted February 13, 2024
Decision D.22-11-068 Shilpa Ramaiya Effective February 15, 2024
Vice President Resolution
Regulatory Proceedings and Rates
SPECIAL CONDITIONS: (Cont’d.)
8. NEM2 Legacy Provisions
1. As of April 15, 2023, NEM customers, and for Load Aggregation customers as of February 15, 2024, who have completed their 20 years on Electric Schedule NEM/NEMA and must be transitioned to the NBT/NBTA rate schedule will remain on Electric Schedule NEM/NEMA until NBT is operational, at which time these customers will transition to NBT/NBTA at the end of their Relevant Period and will take service on the applicable OAS rates, eligible for NBT/NBTA.
This Special Condition is applicable to all Customers receiving service on this NEM2 Schedule who have submitted all documentation necessary to receive service on this schedule by no later than April 14, 2023, and for Load Aggregation Customers February 14, 2024, as detailed in Special Condition 3. This Special Condition 8 does not apply to customers who have applied to interconnect under this schedule on or after April 15, 2023, and for Load Aggregation Customers applying on or after February 15, 2024. Customers interconnecting under NEM2A on or after April 15, 2023, are subject to a 9-year legacy period as specified in Special Condition 6.
a. 20-Year Transition Period. Pursuant to D.16-01-044, Customers who are receiving service on this NEM2 Schedule, or who have submitted all documentation necessary to receive service on this NEM2 Schedule, are eligible to continue receiving service on this NEM2 Schedule for a period of 20 years from the original year in which their Generating Facility was interconnected to PG&E’s grid, indicated by and measured from the date on which the Customer originally received Permission To Operate (PTO) the Generating Facility from PG&E and ending at the conclusion of the Customer’s applicable Relevant Period that ends immediately on or after the 20th anniversary of the original PTO date. For example, if a Customer initially received PTO on April 1, 2018, the Customer is eligible to continue receiving service on this Schedule through the conclusion of the Relevant Period ending immediately on or after March 31, 2038.
Customers served on Schedule NEM who elect to make a one-time switch (this voluntary switch should happen before the closure of NEM2) to the NEM2 Schedule prior to the conclusion of their Schedule NEM 20-year transition period can continue service under the NEM2 Schedule from the date of their original Schedule NEM PTO date; these Customers may not restart their 20-year transition period by electing to move to this Schedule. Customers electing to switch to the NEM2 Schedule prior to the conclusion of their Schedule NEM 20-year transition period permanently forfeit any of their Generating Facility’s remaining transition period eligibility on Schedule NEM and may not later change back to receiving service under Schedule NEM. Customers at the end of their 20-year NEM enrollment who transitioned to the NEM2 tariff may not restart a 20- year transition period under NEM2. These customers will remain on NEM2 and will be transitioned to the Net Billing Tariff (NBT) once it is operational.
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U 39 Oakland, California
Revised Cal. P.U.C. Sheet No. 58651-E*
Cancelling Revised Cal. P.U.C. Sheet No. 57286-E
ELECTRIC SCHEDULE NEM2 Sheet 31
NET ENERGY METERING SERVICE
(Continued)
Advice 7358-E Issued by Submitted September 10, 2024
Decision D.24-03-071 Shilpa Ramaiya Effective September 10, 2024
Vice President Resolution
Regulatory Proceedings and Rates
SPECIAL CONDITIONS: (Cont’d.)
8. NEM2 Legacy Provision (Cont’d.)
b. Modifications7. REGFs eligible for the 20-year transition period outlined above that are modified and/or repaired shall remain eligible for the remainder of their 20-year transition period as long as the modifications and/or repairs do not increase the REGF by more than the greater of:
1) 10 percent of the REGF’s nameplate rating capacity, as established when the REGF was originally interconnected, or
2) 1 kW;
and provided the modifications and/or repairs do not result in the REGF exceeding the Customer’s annual onsite load.
Pursuant to D.22-12-056, the addition of energy storage to the Customer’s existing Generating Facility shall not disqualify Customer from the remainder of their 20-year Transition Period on this Schedule; however, customers adding storage to their existing Generating Facility through participation in the Self-Generation Incentive Program (SGIP) will be required to transition to the Net Billing Tariff as provided in D.24-03-071 if they apply and have a reservation accepted on or after June 4, 2024. Customers participating in the following SGIP budget categories, as defined in D.24-03-071, are exempt from this requirement: Residential Solar and Storage Equity, low income qualified Equity Resiliency residential, and San Joaquin Valley Residential.
c. Transferability. REGF eligible for the 20-year transition period shall not lose their eligibility if transferred to a new owner, operator, or PG&E account, provided the REGF remains at its original location.8
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7 This provision will only be enforced after April 14, 2023, and for Load Aggregation after February 14, 2024.
Customers making modifications and/or additions to their REGF that exceed the 10 percent, or 1 kW limit
referenced above have the option of either interconnecting the additions and/or modifications separately
under another eligible tariff (i.e., Rule 21 non-export), or have the entire REGF served under the Net Billing
Tariff (NBT) subject to the terms and conditions contained therein. If an existing NEM2 customer chooses to
interconnect the addition under Rule 21 non-export, the Customer’s original 20-year/9-year transition period
is not altered. If an existing NEM2 customer chooses to have the entire system served on the NBT, then the
customer will be eligible for the same 9-year legacy period under the NBT as a new NBT customer and, if
applicable, they will also receive the 9-year export compensation rate lock-in period and ACC Plus based on
the calendar year that they receive PTO of the upgraded system on NBT.
8 The transfer of an existing REGF to a new location is considered a new installation requiring a new
Interconnection Agreement that is subject to the applicable tariffs in place at the time the new Interconnection
Request is completed.
U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56754-E
Cancelling Revised Cal. P.U.C. Sheet No. 55422-E
ELECTRIC SCHEDULE NEM2 Sheet 32
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
SPECIAL
CONDITIONS:
(Cont’d.)
9. NEM Paired Storage
a. Definitions:
NEM Paired Storage:
NEM Paired Storage is defined as qualifying energy storage devices (“storage system”) paired with a REGF that either:
(i) meets the Renewables Portfolio Standard (RPS) Guidebook9 requirements as an “addition or enhancement” as described in Section c. below, or
(ii) is eligible to received certain benefits as is described this Special Condition by virtue of the fact that it is paired with a REGF although it is not exclusively renewable charged, pursuant to California Public Utilities Commission (CPUC) Decision (D.) 14-05-033 and D.19-01-030.
NEM Paired Storage is considered “Small NEM Paired Storage” when the storage device is ≤10kW and “Large NEM Paired Storage” when the storage device >10kW.
AC-Coupled:
The REGF has its own inverter or set of inverters; and separately, the storage system has its own inverter or set of inverters, pursuant to CPUC D.19-01-030.
In AC-coupled NEM-eligible GFs paired with storage devices, storage device capacity is determined as the (AC) maximum discharge capacity. The size of the storage system in AC-coupled REGF plus storage systems is the inverter’s (or inverters’) nameplate capacity (nameplate capacities summed).
DC-Coupled:
The REGF and the storage share the same inverter, or set of inverters, pursuant to CPUC D.19-01-030.
The size of the storage system is the lesser of the shared inverter’s (or inverters’) nameplate capacity (capacities summed) and the storage device’s (devices’) maximum continuous discharge capacity (capacities summed) listed on the device’s (devices’) technical specifications sheets. A storage device’s maximum continuous discharge capacity may be listed on technical specification sheets using different terminology; PG&E will use common sense to determine whether a device’s technical specification sheet includes the appropriate metric for purposes of determining system size, regardless of the terminology used. If that metric is not included, PG&E will rely on the inverter’s nameplate rating.
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_______________________________
9 The RPS Guidebooks can be found at: https://www.energy.ca.gov/programs-and-
topics/programs/renewables-portfolio-standard
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U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56755-E
Cancelling Revised Cal. P.U.C. Sheet No. 55423-E
ELECTRIC SCHEDULE NEM2 Sheet 33
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
SPECIAL
CONDITIONS:
(Cont’d.)
9. NEM Paired Storage
a. Definitions: (Cont’d.)
NEM Integrity
The requirement that a customer only receives credits for renewably generated exports from NEM-eligible REGF.
Certified Power Control System (Certified PCS)
A storage system that has received UL1741 CRD* or utility approved later certification for Power Control systems (PCS) that will comply with either No Grid Charging or No Storage Export as defined below. These systems do not require a NGOM as the PCS is certified to preserve NEM Integrity, as defined above.
No Grid Charging:
A storage system that uses a Certified PCS, as defined above, to ensure that the storage system cannot be charged from the PG&E grid9. A PG&E approved physical non-import relay or a functionally equivalent non-import configuration to prevent grid power from flowing to the storage device is also permitted. Inadvertent but minor instances of grid import are permitted. Such inadvertent grid imports must not exceed durations of ten seconds.
No Storage Export:
A storage system that uses a Certified PCS, as defined above, to ensure that the storage system cannot export to PG&E’s grid and therefore will not result in additional credits. A PG&E approved physical non-export relay or a functionally equivalent non-export configuration to prevent storage device export is also permitted. Inadvertent but minor instances of storage export are permitted. Such inadvertent grid exports must not exceed durations of ten seconds.
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9 In the event of an expected PSPS (Public Safety Power Shutoff) outage, as evidenced by a 48-hour notice from PG&E to the expected outage start, a storage system defined as “No Grid Charging” and designed for resiliency, meaning it is capable of providing back-up power safely and in compliance with all relevant tariffs, electr ic rules, other requirements, and is qualified by PG&E to participate, will be temporarily permitted to charge from the grid in order to prepare for the PSPS outage. The notification must specify an impact to the customer generator location. This temporary permission will begin at the publication of the 48-hour notification and will end 24 hours after the end of the PSPS event, as marked by the restoration of power at the site. If power is not shutoff, the temporary permission will end 72 hours after the original 48-hour notice. At the end of the temporary permission period as described above, the storage system will need to revert to “No Grid Charging” operation mode in order to maintain compliance with the NEM tariff, notwithstanding additional PSPS Al erts. At no point during the temporary permission period will the system be permitted to violate the interconnec tion agreement. Specifically, the storage system must not increase the host facility’s historical peak demand.
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U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56756-E
Cancelling Revised Cal. P.U.C. Sheet No. 55424-E
ELECTRIC SCHEDULE NEM2 Sheet 34
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
SPECIAL
CONDITIONS:
(Cont’d.)
9. NEM Paired Storage
b. Interconnection
NEM Paired Storage will have the same interconnection cost responsibility as the NEM generator that it is paired with, including charges or fees related to the interconnection application, Rule 21* engineering study/review, and/or any associated distribution upgrades.
See Section c.5. below for additional information
c. Types of NEM Paired Storage
The Renewables Portfolio Standard (RPS) Guidebook8 establishes two categories of energy storage that may be considered an addition or enhancement to a renewable electrical generation facility: “integrated” and “directly connected” storage.
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____________________________
* See Rule 21 Section B.1 Applicability regarding NEM-2 projects greater than 1 MW interconnecting on
Transmission.
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U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56757-E
Cancelling Revised Cal. P.U.C. Sheet No. 55425-E
ELECTRIC SCHEDULE NEM2 Sheet 35
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
SPECIAL
CONDITIONS:
(Cont’d.)
9. NEM Paired Storage
c. Types of NEM Paired Storage
1) Integrated Storage:
Integrated Energy Storage is defined in the RPS guidelines as methods of storing energy from a renewable energy resource that are integrated into the REGF as part of the generation process. Note that, for battery-based storage, the storage device must only be capable of storing energy from the REGF to be considered Integrated Storage.
INTEGRATED STORAGE
(By definition the storage device must only be
capable of storing energy from the REGF)
SCENARIO Billed As Interconnection
Agreements
Interconnection Costs
(Section 9.c.)
AC Coupled
NEM Paired
Storage
Or
DC Coupled
NEM Paired
Storage
billed as if
storage and
REGF were
all one
generator
(e.g.
NEMS,
NEMEXP)
< 1 MW apply with 79-1174-03 and Interconnection agreement 79-1193-02
Per 5.i
> 1 MW apply with 79-1174-03 and Interconnection agreement 79-1198-02*
Per 5.ii or iii
2) Directly Connected:
Directly Connected NEM Paired Storage is defined in the RPS guidelines as meeting the following requirements:
(i) The storage device is directly connected to the REGF via an internal power line (i.e., power may not be transmitted from the renewable facility to the energy storage via an external distribution line) and
(ii) The storage device must be operated as part of the NEM eligible facility.
Note that the storage device is not required to be exclusively charged by the REGF.
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* See Rule 21 Section B.1 Applicability regarding NEM-2 projects greater than 1 MW interconnecting on
Transmission.
(T) | (T)
U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 57287-E
Cancelling Revised Cal. P.U.C. Sheet No. 56758-E
ELECTRIC SCHEDULE NEM2 Sheet 36
NET ENERGY METERING SERVICE
(Continued)
Advice 7173-E Issued by Submitted February 13, 2024
Decision D.22-11-068 Shilpa Ramaiya Effective February 15, 2024
Vice President Resolution
Regulatory Proceedings and Rates
SPECIAL
CONDITIONS:
(Cont’d.)
9. NEM Paired Storage
c. Types of NEM Paired Storage
2) Directly Connected: (Cont’d.)
Directly Connected Cases:
(i) Small (≤10kW) DC-Coupled NEM Paired Storage system:
Small DC-Coupled storage systems are not required to meet either the “No Grid Charging” or “No Storage Export” requirements, Customers must apply with 79-1174-03, and either complete interconnection agreement Form 79-1193-02 (solar and/or wind electric facilities of 30 kW or less) or Form 79-1069-02 (all other REGF with a storage system configurations fulling the requirements of “No Grid Charging”). All configurations will be billed using the estimation methodology as described in Section 3.)(ii) of this special condition unless; additional metering is installed as described in “Large NEM Paired Storage” below, or the system is operating with a Certified PCS.
(ii) Large (>10kW) DC-Coupled NEM Paired Storage system:
Large DC-Coupled storage systems must satisfy the definition of “No Storage Export.” Customers must apply with 79-1174-03, complete Form 79-1069-02. Customers will be billed as described for Large NEM Paired Storage in Section 3.)(iii) of this special condition, unless using a Certified PCS, in which case they will be billed as described in Section 3.)(i).
For this case, there are no restrictions on the maximum storage system size (kW).
(iii) Large (>10kW) AC-Coupled NEM Paired Storage system:
Large AC-Coupled NEM Paired Storage systems shall have a maximum output power no larger than 150% of the NEM-eligible generator’s maximum output capacity. Pursuant to Decision 20-06-017 the maximum output capacity limit shall not apply for a period of 3 years starting on August 16, 2020. This deadline was extended to August 16, 2025, based on a Request for Extension of Time filed on September 5, 2023.
Large NEM-eligible GFs are required to select one of the following:
a) install a non-export relay on the storage device(s);
b) install an interval meter for the NEM-eligible generation, meter the load, and meter total energy flows at the point of common coupling;
(T) | (T) (L) | (L)
U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 57288-E
Cancelling Revised Cal. P.U.C. Sheet No. 56759-E
ELECTRIC SCHEDULE NEM2 Sheet 37
NET ENERGY METERING SERVICE
(Continued)
Advice 7173-E Issued by Submitted February 13, 2024
Decision D.22-11-068 Shilpa Ramaiya Effective February 15, 2024
Vice President Resolution
Regulatory Proceedings and Rates
SPECIAL
CONDITIONS:
(Cont’d.)
9. NEM Paired Storage
c. Types of NEM Paired Storage
2) Directly Connected: (Cont’d.)
(iii) Large (>10kW) AC-Coupled NEM Paired Storage system (Cont’d.):
Large NEM-eligible GFs are required to select one of the following (Cont’d.):
c) install an interval meter directly to the NEM-eligible generator(s); or
d) or operate using a Certified PCS.
Large NEM Paired Storage Systems must apply with 79-1174-03, either complete interconnection agreement Form 79-1193-02 (solar and/or wind electric facilities of 30 kW or less) or Form 79-1069-02 (all other REGF with a storage system configurations). Customers will be billed as described in Section 3.)(iii) of this special condition unless operating using a Certified PCS, in which case, they will be billed as described in Section 3.)(i).
(iv) Small (≤10kW) AC-Coupled storage systems:
Small AC-Coupled NEM storage device is not required to be sized to the customer’s demand or the NEM generator. Small NEM Paired Storage have the option to install metering as required for Large NEM Paired Storage, or use a “Certified Power Control System (PCS)”, as defined above, to be billed as described in Section 3.)(i) of this special condition. Otherwise, it will be billed using the estimation methodology describe in Section 3.)(ii) of this special condition.
Small NEM Paired Storage systems eligible must apply with the 79-1174-03 (NEM2) and complete the 79-1193-02 (NEM2) when the NEM-Eligible GF is sized 30 kW or less or apply with the 79-1174-03 (NEM2) and complete the 79-1069-02 (NEM2) when the NEM-eligible GF exceeds 30 kW.
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U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56760-E
Cancelling Revised Cal. P.U.C. Sheet No. 55428-E
ELECTRIC SCHEDULE NEM2 Sheet 38
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
SPECIAL
CONDITIONS:
(Cont’d.)
9. NEM Paired Storage
c. Types of NEM Paired Storage
10 the storage system shall have a maximum output power no larger than 150% of the NEM-eligible
generator’s maximum output capacity. Pursuant to Decision 20-06-017 the maximum output capacity limit
shall not apply for a period of 3 years starting on August 16, 2020. This deadline was extended to August
16, 2025 based on a Request for Extension of Time filed on September 5, 2023.
* See Rule 21 Section B.1 Applicability regarding NEM-2 projects greater than 1 MW interconnecting on
Transmission.
DIRECTLY CONNECTED - Table 11.2
(This table covers storage that is NOT required to be 100% REGF charged)
For Both DC and AC Coupled NEM Paired Storage
May Include ► No-Grid Charged storage (if other nonrenewable generation present)
► Non Storage Export (if other nonrenewable generation present)
Includes All ► Grid Charged Storage And Storage Exports
All apply with Application 79-1174-03
Includes ► Non-Storage Export with either NGOM or non-export relay equivalent
(if no other nonrenewable generation present)
All apply with Application 79-1174-03
PV/Wind
< 30 kw
Non-
PV/Wind
REGF <1MW
>30kW
PV/Wind
<1MW
REGF
>1Mw* Bill
as
IC
costs
(Section
9.c)
NEM Integrity
Requirements
DC Coupled or
AC Coupled NEM
Paired Storage
with a PCS
Small
(≤10kW) 79-
1093-02
Large
(>10kW) 79-
1069-02
79-1069-02 79-1078-02 §3i Per 5.i Certified PCS,
as defined
above, required
DC Coupled or
AC Coupled Small
NEM Paired
Storage with no
PCS (< 10kW)
79-1093-02 79-1069-02 79-1078-02 §3ii Per 5.i Billed using
Estimation
Methodology
DC Coupled or
AC Coupled
Large NEM
Paired Storage
with no PCS sized
> 10kW And
≤ 150%10
79-1069-02 79-1069-02 79-1078-02 §3iii Per 5.ii
or iii NGOM, No
Storage Expert,
or additional
metering
required, as
described above
DC Coupled or
AC Coupled
Large NEM
Paired Storage
with no PCS sized
> 10kW
And
> 150%10
Set up and bill as NEMMT
(not under NEM-Paired Storage section)
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U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56761-E
Cancelling Revised Cal. P.U.C. Sheet No. 55429-E
ELECTRIC SCHEDULE NEM2 Sheet 39
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
SPECIAL
CONDITIONS:
(Cont’d.)
9. NEM Paired Storage
c. Types of NEM Paired Storage
3) Billing for NEM Paired Storage
(i) Large or Small NEM Paired Storage with Certified PCS
Large or Small NEM Paired Storage operating with a Certified PCS to ensure NEM Integrity, as defined above, can be billed as if storage and REGF were all one generator (e.g. NEMS, NEMEXP).
(ii) Estimation Methodology For Small NEM Paired Storage (≤10kW)
Small NEM Paired Storage without metering installed (as required for Large NEM Paired Storage) and not using a Certified PCS will be billed using an estimation methodology, which caps maximum allowable NEM bill credits based on a monthly output profile.
a. California Solar Initiative Expected Performance-Based Buydown (CSI EPBB) calculator, PG&E will establish a maximum cap for NEM‐eligible exports for each monthly billing period based on the EPBB production estimate for the customer’s NEM‐eligible generator.
The monthly output estimation should align with a customer’s billing period (e.g., if the customer’s billing date is January 15, the maximum allowed NEM export should be based on a January output estimation.)
b. Any export exceeding this limit would not be eligible for NEM credit and would be forfeited. Peak period exports would be reduced first, followed by partial peak and then off peak as necessary.
For example, if there was an export to the grid of 150 kWh and the EPBB‐based limit for the month was set at 100 kWh, then the excess 50 kWh would be deducted from the actual exports recorded, beginning with exports that occurred during peak periods.
(L) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (L)
U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56762-E
Cancelling Revised Cal. P.U.C. Sheet No. 55430-E
ELECTRIC SCHEDULE NEM2 Sheet 40
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
SPECIAL CONDITIONS: (Cont’d.)
9. NEM Paired Storage
c. Types of NEM Paired Storage
3) Billing for NEM Paired Storage (Cont’d)
(ii) Estimation Methodology For Small NEM Paired Storage (≤10kW) (Cont’d)
c. In the event the Small NEM-eligible GF is combined with other generation facilities pursuant to Special Condition 4, the billing provision of Special Condition 4 will apply, not this billing estimation methodology.
Should a customer decide to opt-out of using this estimation methodology, the customer must install one of the metering requirements described in the Large NEM Paired Storage section, or a Certified PCS, as described above. The customer may only switch at the start of a new NEM Relevant Period.
(iii) Large NEM Paired Storage systems without a Certified PCS are billed consistent with Special Condition 4 with the storage treated as a non-NEM eligible generator.
4) NEM Paired Storage Output Metering Costs
PG&E will install standard metering equipment whenever possible while interconnecting NEM Paired Storage systems. Standard metering equipment for this purpose comprises a single meter which is a self-contained, single phase, SmartMeter. The fee for installation of standard metering equipment is no more than $600.00.
However, this fee cap does not apply to NEM Paired Storage requiring complex metering solutions. Complex metering solutions include any configuration other than the standard equipment described above. The cost for complex metering varies and is based on actual costs which will be described in the customer’s invoice.
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(L)
U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56763-E
Cancelling Revised Cal. P.U.C. Sheet No. 55431-E
ELECTRIC SCHEDULE NEM2 Sheet 41
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
SPECIAL CONDITIONS: (Cont’d.)
9. NEM Paired Storage (Cont’d.)
c. Types of NEM Paired Storage
5) NEM Paired Storage Interconnection Cost Responsibility
For the purpose of determining if a NEM Paired Storage REGF exceeds 1 MW criterion, refer to the sizing definition included in the AC-Coupled and DC-Coupled definition at the beginning of this Special Condition.
(i) NEM Paired Storage REGF < 1 MW - The storage will have the same interconnection cost responsibility as the NEM-eligible GF that it is paired with for a REGF less than or equal to 1 MW.
(ii) NEM Paired Storage REGF > 1 MW - The storage will have the same interconnection cost responsibility as the NEM generator that it is paired with for a REGF greater than 1 MW
(iii) In the event the storage is added at a later date after the permission to operate of the NEM-eligible GF it is subsequently paired with, the storage applicant will be required to pay the same interconnection fees and costs that the NEM-eligible GF would be required to pay, as provided in Electric Rule 21*.
d. Storage Size Dependent Requirements
Requirements differ depending on the size of the NEM Paired Storage and whether it is paired with a solar generator or not. The storage device size is determined by the inverter alternating current nameplate rating.
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_____________________
* See Rule 21 Section B.1 Applicability regarding NEM-2 projects greater than 1 MW interconnecting on
Transmission.
(T) | (T)
U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 57289-E
Cancelling Revised Cal. P.U.C. Sheet No. 56764-E
ELECTRIC SCHEDULE NEM2 Sheet 42
NET ENERGY METERING SERVICE
(Continued)
Advice 7173-E Issued by Submitted February 13, 2024
Decision D.22-11-068 Shilpa Ramaiya Effective February 15, 2024
Vice President Resolution
Regulatory Proceedings and Rates
SPECIAL CONDITIONS: (Cont’d.)
9. NEM Paired Storage (Cont’d.)
e. Requirements for Large NEM Paired Storage (i.e., All NEM Paired Storage Devices except Solar NEM paired with Storage Sized 10 kW and Smaller)
For NEM-paired storage systems with storage devices larger than 10 kW, the NEM Paired Storage shall have a maximum output power no larger than 150% of the NEM-eligible generator’s maximum output capacity. Pursuant to Decision 20-06-017 the maximum output capacity limit shall not apply for a period of 3 years starting on August 16, 2020. This deadline was extended to August 16, 2025, based on a Request for Extension of Time filed on September 5, 2023.
Large NEM Paired Storage systems are required to either:
1) install a non-export relay on the storage device(s);
2) install an interval meter for the NEM-eligible generation, meter the load, and meter total energy flows at the point of common coupling;
3) install an interval meter directly to the NEM-eligible generator(s); or
4) Operate using a Certified PCS.
f. Requirements for Small NEM Paired Storage (i.e., Solar NEM Paired with Storage Devices Sized 10 KW or Smaller)
Small NEM Paired Storage is not required to be sized to the customer demand or the NEM generator. Customers with Small NEM Paired Storage have the option to install metering as required for Large NEM Paired Storage or use a Certified PCS to ensure NEM Integrity, otherwise they will be billed using the estimation methodology described in Section 3.)(ii) of this special condition.
(T) (T)
U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56765-E
Cancelling Revised Cal. P.U.C. Sheet No. 55433-E
ELECTRIC SCHEDULE NEM2 Sheet 43
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
SPECIAL CONDITIONS: (Cont’d.)
10. Natural or Human-Made Disasters
Pursuant to Special Condition 8, all Customers receiving service on Schedule NEM2 who impacted by a natural or human-made disaster may request service on this tariff from (i) the date of the issuance of their original pre-natural-or- human-made disaster “permission to operate” (PTO) letter until (ii) the date of the customer’s first Energy True Up in the twenty first (21st) year.
Impacted Customers must:
(i) reapply for interconnection with a replacement system sized to generate no more than the 12 months of historic, or estimated, usage (kWh), and
(ii) when reapplying for interconnection, submit proof of destruction of the renewable generator, if requested by PG&E.
If the generator needs to be replaced due to a natural or human-made disaster PG&E will true-up the NEM account(s) pursuant to Special Condition 2.h., and Net Surplus Compensation will be issued, if any, pursuant to Special Condition 5, up to the date of the natural or human-made disaster, unless the Customer requests that PG&E continue to bill the Customer on NEM2 through the Customer’s the next regular true-up date.
(L) | | | | | | | | | | | | | | | | | | | | | | | (L)
U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 56766-E
Cancelling Revised Cal. P.U.C. Sheet No. 55434-E
ELECTRIC SCHEDULE NEM2 Sheet 44
NET ENERGY METERING SERVICE
(Continued)
Advice 7076-E Issued by Submitted November 22, 2023
Decision Meredith Allen Effective November 22, 2023
Vice President, Regulatory Affairs Resolution
SPECIAL CONDITIONS: (Cont’d.)
10. Natural or Human-Made Disasters (Cont’d)
The intervening period from destruction of the generator to PTO of the replacement generator must be no longer than two years, unless reasonable documentation acceptable to PG&E is provided showing that the new interconnection is in process. The interconnection application must be completed by the same NEM2 customer who was taking service on NEM2 prior to the Natural or Human-Made Disaster. If the generator is not replaced by the same NEM2 Customer, but the property is sold to a new owner after the destruction of the generator, this provision does not extend to the new owner. The new owner must apply and take service under the NEM tariff in effect at the time and is subject to all the requirements of a new customer seeking interconnection for that NEM tariff.
Customers impacted by Natural or Human-Made Disasters who meet the requirements included in this Special Condition and whose replacement system is sized12 no greater than 1 megawatt (MW) are exempt from the interconnection application fee when reapplying.
Customers impacted by Natural or Human-Made Disasters must comply with all requirements associated with the installation of Smart Inverter technology, as defined in Electric Rule 21.
(L) | | | | | | | | | | | | | | | | | | | | (L)
U 39 San Francisco, California
Revised Cal. P.U.C. Sheet No. 57290-E
Cancelling Revised Cal. P.U.C. Sheet No. 56767-E
ELECTRIC SCHEDULE NEM2 Sheet 45
NET ENERGY METERING SERVICE
Advice 7173-E Issued by Submitted February 13, 2024
Decision D.22-11-068 Shilpa Ramaiya Effective February 15, 2024
Vice President Resolution
Regulatory Proceedings and Rates
SPECIAL
CONDITIONS:
(Cont’d.)
11. Customers submitting their application after the NEM2 Sunset Date (April 14, 2023), or for Load Aggregation after the NEM2A Sunset Date (February 14, 2024)
Pursuant to Decision 22-12-056 and Decision 23-11-068, Customers with an interconnection application date after the NEM2 Sunset Date (April 14, 2023) and for Load Aggregation after the NEM2A Sunset Date (February 14, 2024), will take service and be billed on this NEM2 Schedule on an interim basis, and transition to the Net Billing Tariff (NBT) once it is operational. These customers will interconnect using NEM2/NEM2A interconnection forms, or once available, NBT/NBTA interconnection forms. The Customer’s NBT 9-year Legacy period begins to run as of customer’s interconnection date; customer has no legacy period on this NEM2 Schedule. Such Customers will transition to NBT/NBTA at the end of the first Relevant Period in which the NBT billing is operational, and at which time the Customer is required to take service on an OAS in accordance with the requirements of the NBT.
Until the NBT or NBTA tariff, as applicable, is approved this Special Condition will govern the rules for customers who submit interconnection applications, either using NEM2/NEM2A or NBT/NBTA interconnection forms, after the NEM2/NEM2A Sunset Date.
(T) (T) (T) (T) (T) (T) (T) (T) (T)
(T)
U 39 Oakland, California
Revised Cal. P.U.C. Sheet No. 58445-E
ELECTRIC SCHEDULE NEM2 Sheet 46
NET ENERGY METERING SERVICE
(Continued)
Advice 7329-E Issued by Submitted July 22, 2024
Decision D.23-11-068 Shilpa Ramaiya Effective January 1, 2024
Vice President Resolution
Regulatory Proceedings and Rates
SPECIAL
CONDITIONS:
(Cont’d.)
12. Prevailing Wage
California Public Utilities (PU) Code Section 769.2 requires a contractor that installs a Renewable Electrical Generation Facility (REGF) or associated battery storage to comply with prevailing wage requirements in order for the facility to participate in a tariff developed pursuant to PU Code Section 2827 or 2827.1. These requirements are stated in PU Code Section 769.2 and in case of any discrepancy between tariff language and the PU Code, the language in the PU Code prevails.
The requirements are:
(1) The contractor shall pay each construction worker employed, at minimum, the general prevailing rate of per diem wages, except that an apprentice registered in a program approved by the Chief of the Division of Apprenticeship Standards shall be paid, at minimum, the applicable apprentice prevailing rate.
(2) The contractor shall maintain and verify payroll records pursuant to Section 1776 of the Labor Code and make those records available for inspection and copying as provided in that Section. The contractor shall not be required to provide copies of certified payroll records to any entity other than the Department of Industrial Relations or the California Public Utilities Commission (Commission)*.
(3) The contractor shall biannually, on July 1 and December 31 of each year, submit to the Commission digital copies of its certified payroll records for projects**. The contractor’s submission of payroll records is a condition to access tariffs developed pursuant to PU Code Section 2827 or 2827.1 for a customer REGF subject to PU Code Section 769.2.
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* Pursuant to Decision 23-11-068 the contractor may also be required to provide these records to any entity that
the Commission designates to act on its behalf to implement this requirement.
** Contractors may submit their records on a voluntary basis more often than the biannual requirement stated in
the PU Code 769.2.
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U 39 Oakland, California
Revised Cal. P.U.C. Sheet No. 58446-E
ELECTRIC SCHEDULE NEM2 Sheet 47
NET ENERGY METERING SERVICE
(Continued)
Advice 7329-E Issued by Submitted July 22, 2024
Decision D.23-11-068 Shilpa Ramaiya Effective January 1, 2024
Vice President Resolution
Regulatory Proceedings and Rates
SPECIAL
CONDITIONS:
(Cont’d.)
12. Prevailing Wage (Cont’d.)
The requirements of PU Code Section 769.2 do not apply to projects with a complete interconnection application submission date before January 1, 2024*. All projects with an interconnection application submission date on or after January 1, 2024, including applications to modify an existing REGF, are subject to the PU Code Section 769.2 requirements with the following exceptions:
(1) A residential REGF that has a maximum generating capacity of 15 kilowatts or less of electricity.
(2) A residential REGF that is installed on a single-family home.
(3) A project that is a public work, as defined in Section 1720 of the Labor Code, and that is subject to Article 2 (commencing with Section 1770) of Chapter 1 of Part 7 of Division 2 of the Labor Code.
(4) A REGF that serves only a Modular Home**, a Modular Home Community***, or multiunit housing that has two or fewer stories.
If PU Code Section 769.2 applies, the Customer must execute the “Prevailing
Wage Disclosure Form” and submit the form with their interconnection application, and customer’s contractor shall confirm to PG&E that it is up to date with their past required submittals of payroll records.
If customer’s contractor has been found to have willfully violated PU Code Section 769.2 in connection with the construction of customer’s REGF, that facility shall not be eligible to receive service pursuant to a tariff developed based on PU Code Sections 2827 or 2827.1. Only in the case of multi-tariff configuration, where there is more than one generator behind the same utility billing meter (renewable or not), PG&E will treat all the generators as one system and therefore none of the renewable generators will be served on tariffs developed based on PU Code Section 2827 or 2827.1, and those renewable generators will be compensated based on PURPA compliant tariff, regardless which facility is subject to the violation of PU Code 769.2.
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* If a customer or contractor provides documentation confirming that the facility that they are applying for was
built on or before December 31, 2023, the prevailing wage requirements will not apply to that project.
** Modular Home: Modular home, although better constructed, is like manufactured home (as defined in the
California Health and Safety Code) where both are constructed offsite. Unlike manufactured home, modular
home must meet the same local or state building codes as an on-site home. Modular home does not have the
requirement to have a wheeled chassis permanently attached.
*** Modular Home Community: A community with two or more Modular Homes.
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(N)
U 39 Oakland, California
Original Cal. P.U.C. Sheet No. 58447-E
ELECTRIC SCHEDULE NEM2 Sheet 48
NET ENERGY METERING SERVICE
Advice 7329-E Issued by Submitted July 22, 2024
Decision D.23-11-068 Shilpa Ramaiya Effective January 1, 2024
Vice President Resolution
Regulatory Proceedings and Rates
SPECIAL
CONDITIONS:
(Cont’d.)
12. Prevailing Wage (Cont’d.)
If a willful wage violation is alleged, the customer’s REGF will remain on the tariff until the Department of Industrial Relations (Department) or a court completes their assessment and makes a final determination. At that time, if the contractor is found in willful violation, then PG&E will be required to remove the customer’s REGF implicated by the violation from this Schedule (and in the case of multiple REGFs behind the same utility meter, all such REGFs as explained above) and transition the Customer to the PURPA compliant tariff on the next billing cycle (after the required 30/60-day notification). While on the PURPA compliant tariff, the REGF will be compensated based on that tariff and the REGF shall be subject to Departing load and Standby charges, as the REGF is no longer served under the applicable NEM/NBT tariffs. The customer’s REGF billing meter will be trued up at the end of the billing cycle (after the required 30/60-day notification) before transitioning to the PURPA compliant tariff and any credits remaining after the true-up (including all aggregated accounts) will be forfeited.
If the violation occurs on a single generating account and there are no aggregated account(s), PG&E will notify the Customer at least 30-days in advance of automatically transitioning the customer’s REGF on their next billing cycle to a PURPA compliant tariff.
If the violation occurs on a single generating account with aggregated accounts, PG&E will notify the Customer(s) at least 60-days in advance of automatically transitioning the customer’s REGF on their next billing cycle to a PURPA compliant tariff.
If a willful wage violation is reversed or nullified by the determining body and
the generation account holder or Customer/property owner provides
documentation to the utility evidencing such reversal/nullification, then the
REGF (or the whole system for multi-tariff) will be able to regain access to the
applicable NEM/NBT tariff as of the next billing cycle or within 30-days after
receiving the notification of the reversal of the willful wage violation.
Beginning January 1, 2025, contractors who have been found in violation of
the prevailing wage rule in PU Code Section 769.2 will not be permitted to
apply to interconnect facilities utilizing tariffs established pursuant to PU Code
Sections 2827 or 2827.1.
(N) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (N)
RESOLUTION NO. 2024-050
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
MAKING FINDINGS ON ENERGY SAVINGS, DETERMINING OTHER MATTERS IN
CONNECTION WITH ENERGY SERVICE AGREEMENTS,FINDING THIS ACTION
EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA),
AND APPROVING ENERGY SERVICES AGREEMENTS WITH FOREFRONT
POWER
WHEREAS, it is the policy of the State of California and the intent of the State
Legislature to promote all feasible means of energy conservation and all feasible uses of
alternative energy supply sources; and
WHEREAS,the City of Rohnert Park("City") desires to reduce the steadily rising costs
of meeting the energy needs at its facilities; and
WHEREAS, the City proposes to enter into Energy Services Agreements and related
contract documents ("Agreements") with ForeFront Power("ForeFront") for facilities on City
owned property, and which pursuant to those Agreements , ForeFront will design, construct, and
install on City property solar photovoltaic and arrange with the local utility for interconnection of
the facilities, which will generate energy for the sites on which such facilities are located; and
WHEREAS, ForeFront has provided the City with analysis showing the financial and
other benefits of entering into the Energy Services Agreements, which analysis is attached hereto
as Exhibit A and made part hereof by this reference; and
WHEREAS, Exhibit A includes data showing that the anticipated cost to the City for the
electrical energy provided by the solar photovoltaic and energy storage facilities will be less than
the anticipated cost to the City of electrical energy that would have been consumed by the City in
the absence of such measures; and
WHEREAS, ForeFront was the selected vendor for School Project for Utility Rate
Reduction's ("SPURR") Renewable Energy Aggregated Procurement("REAP") Program, a
competitive statewide solar and energy storage request for proposals ("RFP")process, and the
City adopts the REAP Program's competitive process as its own; and
WHEREAS,the City proposes to enter into the Energy Services Agreements and related
contract documents, each in substantially the form presented at this meeting, subject to such
changes, insertions or omissions as the City Manager, or designated staff, reasonably deems
necessary following the Council's adoption of this Resolution; and
WHEREAS,pursuant to Government Code section 4217.12, this Council held a public
hearing, public notice of which was given two weeks in advance,to receive public comment; and
WHEREAS,the Energy Services Agreements are in the best interests of the City; and
WHEREAS,the City's proposed approval of the Energy Services Agreements is a
Project" for purposes of the California Environmental Quality Act("CEQA"); and
4884-3968-2250 vl
WHEREAS,the Guidelines for CEQA, California Code of Regulations Title 14, Chapter
13 ("State CEQA Guidelines"), exempt certain projects from further CEQA evaluation,
including the following: (1)projects consisting of the new construction or conversion of small
structures ("Class 3 Exemption"; Cal. Code Regs., tit. 14, § 15303); and (2) projects consisting
of the construction or placement of minor accessory structures to existing facilities ("Class 11
Exemption"; Cal. Code Regs., tit. 14, § 15311); and the Project is categorically exempt under
one or more of such exemptions; and
WHEREAS,the Project does not involve any of the following and so is eligible for a
categorical exemption as described above under State CEQA Guidelines section 15300.2:
a)the cumulative impact of successive projects of the same type in the same place,
which over time are significant;
b) an activity where there is a reasonable possibility that the activity will have a
significant effect on the environment due to unusual circumstances;
c) a project which may result in damage to scenic resources, including but not limited to,
trees, historic buildings, rock outcroppings, or similar resources, within a highway
officially designated as a state scenic highway;
d) a hazardous waste site which is included on any list compiled pursuant to Section
65962.5 of the Government Code; and
e) a project which may cause a substantial adverse change in the significance of a
historical resource; and
WHEREAS, Public Resources Code, section 21080.35 (added by Stats.2011, c. 469
S.B.226), § 3), statutorily exempts from CEQA evaluation the installation of a solar energy
system, including associated equipment, on the roof of an existing building or at an existing
parking lot.
NOW,THEREFORE, BE IT RESOLVED based upon the above-referenced recitals,
the Council hereby finds, determines and orders as follows:
1. The terms of the Energy Services Agreements and related agreements are in the best
interests of the City.
2. In accordance with Government Code section 4217.12, and based on data provided by
Exhibit A, the Council finds that the anticipated cost to the City for electrical energy
provided by the Energy Services Agreements will be less than the anticipated cost to
the City of electrical energy that would have been consumed by the City in the
absence of the Energy Services Agreements.
3. The Council hereby approves the Energy Services Agreements in accordance with
Government Code section 4217.12.
4. The City Manager is hereby authorized and directed to negotiate any further changes,
insertions, and omissions to the Energy Services Agreements as reasonably deemed
necessary, and thereafter to execute and deliver the Energy Services Agreements
following the Council's adoption of this Resolution. The City Manager is further
authorized and directed to execute and deliver any and all papers, instruments,
opinions, certificates, affidavits, and other documents and to do or cause to be done
4884-3968-2250 v l Resolution 2024-050
Page 2 of 3
any and all other acts and things necessary or proper for carrying out this Resolution
and said agreements.
5. The Project hereby found to be exempt from the requirements of CEQA pursuant to
the Class 3 and Class 11 Exemptions, as described above.
6. The Project is hereby found to be exempt from the requirements of CEQA pursuant to
Public Resources Code, section 21080.35 (added by Stats.2011, c. 469 (S.B.226), §
3), as described above.
7. City staff are hereby authorized to file and process a Notice of CEQA Exemption for
the Project in accordance with CEQA and the State CEQA Guidelines, and the
findings set forth in this resolution.
BE IT FURTHER RESOLVED that the City Manager is hereby authorized and directed
to execute documents pertaining to the same for and on behalf of the City of Rohnert Park, and the
City Attorney's office is authorized to make minor edits to the documents.
DULY AND REGULARLY ADOPTED this 25th day of June, 2024.
CITY OF ROHNERT PARK
ATTEST: Susan H. Adams, Mayor
Sylvia Lopez Cuevas,
PRO ED AS TO FORM:
Mic elle M. Kenyo , i At rney
Attachments: Exhibit A: Project Cashflows, Exhibit B: General Terms and Conditions of Energy
Services Agreement, Exhibit C: Energy Services Agreement - Solar: City Center, Exhibit D:
Energy Services Agreement- Solar: Callinan Sports and Fitness Center, Exhibit E: Energy
Services Agreement - Solar: Spreckels Performing Arts Center
ELWARD: I. RODRIGUEZ: ` _SANBORN: AL, GIUDICE: AJLADAMS: AA.-A ES: ( .L"-) NOES: ( ) ABSENT: ( ABSTAIN: (,)
4884-3968-2250 vI Resolution 2024-050
Page 3 of 3
Project Cashflows: GC 4217 Attachment A
Rate Scenario NEM 2.0
Solutions Solar Only Financial Assumptions
Project City Portfolio Parameter Value
Year 1 Savings $81,711 PPA Rate Escalator (%/yr) 0.0%
Cumulative Savings $5,849,141 Utility Energy Escalator (%/yr) 2.7%
Payback Period Immediate Utility Demand Escalator (%/yr) 5.0%
Solar System Size (KW) 1,106 PPA Term (Years) 20
Storage System Size (KW) 0 Solar Degradation Rate (%) 0.50%
Year
Pre-Solar Utility Bill
without solar)
PPA Payment
New Utility Bill
with solar)
Total Electricity Costs
PPA + Utility)
Net Savings Cumulative Savings
1 667,878 439,742 146,425 586,167 81,711 81,711
2 689,438 437, 544 151, 781 589,325 100,114 181,824
3 711,757 435, 356 157, 352 592,708 119,049 300,873
4 734,864 433,179 163,147 596,327 138,537 439,410
5 758,788 431,013 169,176 600,190 158,599 598,009
6 783,563 428, 858 175, 449 604,308 179,256 777,265
7 809,222 426, 714 181, 977 608,691 200,531 977,796
8 835,798 424, 580 188, 770 613,351 222,447 1,200,243
9 863,328 422, 458 195, 841 618,299 245,029 1,445,272
10 891,850 420,345 203,201 623,547 268,303 1,713,575
11 921,402 418, 244 210, 864 629,108 292,294 2,005,869
12 952,026 416, 152 218, 843 634,995 317,031 2,322,900
13 983,764 414, 072 227, 151 641,222 342,541 2,665,441
14 1,016,660 412, 001 235, 803 647,804 368,856 3,034,297
15 1,050,762 409,941 244,815 654,757 396,005 3,430,302
16 1,086,116 407, 891 254, 203 662,094 424,022 3,854,324
17 1,122,775 405, 852 263, 983 669,835 452,940 4,307,264
18 1,160,790 403, 823 274, 173 677,996 482,794 4,790,058
19 1,200,216 401, 804 284, 791 686,594 513,622 5,303,680
20 1,241,112 399,795 295,856 695,651 545,461 5,849,141
Total $18,482, 109 $4,243,603 $12,632, 968 $5,849,141 $5,849,141
CONFIDENTIAL AND PROPRIETARY
GENERAL TERMS AND CONDITIONS OF
ENERGY SERVICES AGREEMENT
These General Terms and Conditions ofEnergy Services Agreement are dated as of the ;J.5~ay of J ~,ne, , 2024
and are witnessed and acknowledged by FFP BTM SOLAR, LLC, a Delaware limited liability company ("ForeFront
Power") and City of Rohnert Park, a Municipal Corporation ("Purchaser"), as evidenced by their signature on the
last page of this document. These General Terms and Conditions are intended to be incorporated by reference into
Energy Services Agreements that may be entered into between ForeFront Power and Purchaser or between their
respective Affiliates. These General Terms and Conditions shall have no binding effect upon ForeFront Power or
Purchaser, respectively, except to the extent Purchaser or ForeFront Power (or an Affiliate thereof) becomes a party
to an Energy Services Agreement that incorporates these General Terms and Conditions.
1. DEFINITIONS.
1.1 In addition to other terms specifically defined elsewhere in this Agreement, where capitalized, the
following words and phrases shall be defined as follows:
Affiliate" means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled
by or under common control with such specified Person.
Agreement" means, the Energy Services Agreement.
Applicable Law' means , with respect to any Person, any constitutional provision, law, statute, rule, regulation,
ordinance, treaty, order, decree, judgment, decision, certificate, holding, injunction, registration, license, franchise,
permit, authorization, guideline, Governmental Approval , consent or requirement of any Governmental Authority
having jurisdiction over such Person or its property, enforceable at law or in equity, including the interpretation and
administration thereof by such Governmental Authority .
Assignment" has the meaning set forth in Section 13.1.
Bankruptcy Event" means with respect to a Party, that either (i) such Party has (A) applied for or consented to the
appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a
substantial part of its property; (8) admitted in writing its inability, or be generally unable, to pay its debts as such
debts become due; (C) made a general assignment for the benefit of its creditors; (D) commenced a voluntary case
under any bankruptcy law; (E) filed a petition seeking to take advantage of any other law relating to bankruptcy,
insolvency, reorganization, winding up, or composition or readjustment of debts; (F) taken any corporate or other
action for the purpose of effecting any of the foregoing; or (ii) has a petition in bankruptcy filed against it, and such
petition is not dismissed within ninety (90) days after the filing thereof.
Business Day means any day other than Saturday, Sunday or any other day on which banking institutions in New
York, NY are required or authorized by Applicable Law to be closed for business.
GENERAL CONDITIONS (JUNE 2018)
Commercial Operation" has the meaning set forth in Section 3.3(b).
Commercial Operation Date" has the meaning set forth in Section 3.3(b).
Confidential Information" has the meaning set forth in Section 15.1 .
Covenants. Conditions and Restrictions" or "CCR" means those requirements or limitations related to the Premises
as may be set forth in a lease, if applicable, or by any association or other organization, having the authority to impose
restrictions.
Delay Liquidated Damages" means the daily payment of (i) $0.250/day/kW (DC) of the Estimated Nameplate
Capacity of the System (as set forth in Schedule 1 of the Special Conditions).
Disruption Period" has the meaning set forth in Section 4.3.
Early Termination Date" means any date on which this Agreement terminates other than by reason of expiration of
the then applicable Term.
Early Termination Fee" means the fee payable by Purchaser to Provider under the circumstances described in Section
2.2, Section 2.3 or Section 11.2.
Effective Date" has the meaning set forth in the preamble to the Special Conditions.
Energy Services" has the meaning set forth in the Special Conditions.
Energy Services Agreement" means each Energy Services Agreement (including the Schedules attached thereto) that
may be entered into between Forefront Power and Purchaser or between their respective Affiliates that incorporates
these General Terms and Conditions by reference.
Energy Services Payment" has the meaning set forth in the Special Conditions.
Environmental Attributes" shall mean, without limitation, carbon trading credits, renewable energy credits or
certificates, emissions reduction credits, emissions allowances, green tags, tradable renewable credits, or Green-e®
products.
Environmental Documents" has the meaning set forth in Section 7.2(f).
Environmental Law" means any and all federal, state, local, provincial and foreign, civil and criminal laws,
statutes, ordinances, orders, common law, codes, rules, regulations, judgments, decrees, injunctions relating
to the protection of health and the environment, worker health and safety, and/or governing the handling, use,
generation, treatment, storage, transportation, disposal, manufacture, distribution, formulation, packaging,
labeling, or release to the environment of or exposure to Hazardous Materials, including any such
requirements implemented through Governmental Approvals.
Estimated Nameplate Capacity" means the lesser of (i) the projected total installed rated capacity of the
System and (ii) specified maximum power output of the inverter(s) as may be adjusted from time-to-time on
or prior to the Commercial Operation Date to reflect prevailing conditions, including without limitation,
changes in interconnection capabilities, site conditions, environmental factors, equipment specifications, and
other relevant variables that impact System performance.
Estimated Remaining Payments' means as of any date, the estimated remaining Energy Services Payments to be
made through the end of the then-applicable Term, as reasonably determined by Provider.
Expiration Date" means the date on which this Agreement terminates by reason of expiration of the Term.
Page 2 of26
Fair Markel Value' means, with respect to any tangible asset or service, the price that would be negotiated in an
arm's-length, free market transaction, for cash, between an informed, willing seller and an informed, willing buyer,
neither of whom is under compulsion to complete the transaction. Fair Market Value ofthe System will be determined
pursuant to Section 2.4.
Financing Party" means, as applicable (i) any Person (or its agent) from whom Provider (or an Affiliate of Provider)
leases the System, (ii) any Person (or its agent) who has made or will make a loan to or otherwise provides financing
to Provider ( or an Affiliate of Provider) with respect to the System, or (iii) any Person acquiring a direct or indirect
interest in Provider or in Provider's interest in this Agreement or the System , including (but not limited to) as a tax
credit investor.
Force Majeure Event '' has the meaning set forth in Section 10.1.
Forefront Power" has the meaning set forth in the Preamble.
General Terms and Conditions" means these General Terms and Conditions of the Energy Services Agreement,
including all Exhibits hereto .
Guaranteed Commercial Operation Date" has the meaning set forth in Section 5 of the Special Conditions, subject to
extension as set forth in Section 2.2(b).
Guaranteed Construction Start Date" has the meaning set forth in Section 5 of the Special Conditions, subject to
extension as set forth in Section 2 .2(b ).
Governmental Approva l" means any approval, consent, franchise, permit, certificate, resolution, concession, license,
or authorization issued by or on behalf of any applicable Governmental Authority, including any such approval,
consent, order or binding agreements with or involving a governmental authority under Environmental Laws.
Governmental Authori ty " means any federal, state, regional, county, town, city, or municipal government, whether
domestic or foreign, or any department, agency, bureau, or other administrative, regulatory or judicial body of any
such government.
Hazardous Material s ' means any hazardous or toxic material, substance or waste, including petroleum, petroleum
hydrocarbons or petroleum products, and any other chemicals, materials, substances or wastes in any amount or
concentration which are regulated under or for which liability can be imposed under any Environmental Law.
Init ial Term" has the meaning set forth in Section 2 of the Special Conditions.
Installation Work" means the construction and installation of the System and the start-up, testing and acceptance (but
not the operation and maintenance) thereof, all performed by or for Provider (by using one or more qualified
contractors holding the appropriate licenses required in the jurisdiction where the System will be installed) at the
Premises.
Invoice Date" has the meaning set forth in Section 6.2.
Liens" has the meaning set forth in Section 7 .1 ( d).
Local E le ctr ic Utility" means the local electric distribution owner and operator providing electric distribution and
interconnection services to Purchaser at the Premises.
Los ses" means all losses, liabilities, claims, demands, suits, causes of action, judgments, awards, damages, cleanup
and remedial obligations, interest, fines, fees, penalties, costs, and expenses (including all attorneys' fees and other
costs and expenses incurred in defending any such claims or other matters or in asserting or enforcing any indemnity
obi igation ).
Page 3 of26
Notice" means the manner of delivery and the Parties designees identified in Schedule 5 of the Energy Services
Agreement -Special Conditions applicable to this Agreement.
Option Price" has the meaning set forth in Section 2.3(i).
Party" or "Parties" has the meaning set forth in the preamble to the Special Conditions.
Person" means an individual, partnership, corporation, limited liability company, business trust,joint stock company,
trust, unincorporated association ,joint venture, firm, or other entity, or a Governmental Authority.
Pre-existing Environmental Conditions" means any: (i) violation of, breach of or non-compliance with any
Environmental Laws with respect to the Premises that first existed, arose or occurred on or prior to Provider's
commencement of construction at the Premises and (ii) the presence or release of, or exposure to, any Hazardous
Materials at, to, on, in, under or from the Premises that first existed, arose or occurred on or prior to Provider's
commencement of construction at the Premises.
Premises" means the premises described in Schedule I of the Special Conditions. The Premises includes the entirety
of any structures and underlying real property located at the address in Schedule I of the Special Conditions.
Provider" has the meaning set forth in the Special Conditions.
Provider Default" has the meaning set forth in Section 11. l(a).
Provider Indemnified Parties" has the meaning set forth in Section 16.2.
Purchase Date" means the first Business Day that occurs after the applicable purchase date set forth in Schedule 3 of
the Special Conditions.
Purchaser" has the meaning set forth in the preamble to the Special Conditions.
Purchaser Default'' has the meaning set forth in Section 1 l.2(a).
Purchaser lndemni fied Parties" has the meaning set forth in Section 16.1.
Renewal Term" if applicable, has the meaning set forth in Section 2 of the Special Conditions.
Representative" has the meaning set forth in Section 15.1.
Security Interest" has the meaning set forth in Section 8.2(a).
Site-Specific Requirements" means the site-specific information and requirements as may be set forth in Schedule 6
of the Special Conditions .
Special Conditions" means each Energy Services Agreement, excluding these General Terms and Conditions.
Stated Rate' means a rate per annum equal to the lesser of(a) the "prime rate" (as reported in The Wall Street Journal)
plus two percent (2%) or (b) the maximum rate allowed by Applicable Law.
System" has the meaning set forth in Schedule I of the Special Conditions.
System-based Incentives'' means any accelerated depreciation, installation or production-based incentives,
investment tax credits and subsidies including, but not limited to, the subsidies in Schedule I of the Special Conditions
and all other related subsidies and incentives .
Page 4 of26
System Operations" means Provider's operation, maintenance and repair of the System performed by Provider or for
Provider (by using one or more qualified contractors holding the appropriate licenses required in the jurisdiction where
the System will be installed) in accordance with the requirements herein.
Term" means the Initial Term, and the subsequent Renewal Term(s), ifany.
Term Year" means a twelve (12) month period beginning on the first day of the Tenn and each successive
twelve (12) month period thereafte!'.
Termination Date" means the date on which this Agreement ceases to be effective, including on an Early Termination
Date or the Expiration Date.
1.2 Interpretation. The captions or headings in these General Terms and Conditions are strictly for
convenience and shall not be considered in interpreting this Agreement. Words in this Agreement that impart the
singular connotation shall be interpreted as plural, and words that impart the plural connotation shall be interpreted as
singular, as the identity of the parties or objects referred to may require. The words "include", "includes", and
including" mean include, includes, and including "without limitation" and "without limitation by specification." The
words "hereof', "herein", and "hereunder" and words of similar import refer to this Agreement as a whole and not to
any particular provision of this Agreement. Except as the context otherwise indicates, all references to "Articles" and
Sections" refer to Articles and Sections of these General Terms and Conditions .
2. TERM AND TERMINATION.
2.1 Term . The Initial Term is as specified in the Special Conditions.
2.2 Early Termination.
a) Purchaser may terminate this Agreement prior to any applicable Expiration Date, when such action
is deemed by the Purchaser, to be in its best interest or for any reason upon sixty (60) days' prior written
Notice in the form and to the Parties identified in Schedule 5 "Notice" of the Energy Services Agreement,
Special Conditions applicable to this Agreement. If Purchaser terminates the Agreement prior to the
Expiration Date of the Initial Term, Purchaser shall pay, as liquidated damages, the Early Termination Fee
set forth on Schedule 3, Column l of the Special Conditions, and Provider shall cause the System to be
disconnected and removed from the Premises in accordance with Section 2.4. Upon Purchaser's payment to
Provider of the Early Termination Fee, this Agreement shall terminate automatically. Notwithstanding
Section 2.2(b) of this Agreement and without prejudice to Provider's right to receive an Early Termination
Fee in accordance with this Section 2.2, upon receipt ofa Notice of termination, the Provider shall maintain
books, records and documents, or other evidence documenting the costs and expenses of Provider under this
Agreement for two years following receipt of such Notice.
b) Purchaser may (i) if Provider fails to commence construction by the Guaranteed Construction Start
Date, be entitled (as its sole remedy) to Delay Liquidated Damages not to exceed $22.5/kW (DC) of the Estimated
Nameplate Capacity of the System (as set forth in Schedule I of the Special Conditions), (ii) terminate this Agreement
with no liability whatsoever, including, but not limited to the Early Termination Fee, if Provider fails to commence
construction of the System by the date that is ninety (90) days after the Guaranteed Construction Start Date, or (iii) if
Provider fails to achieve Commercial Operation by the Guaranteed Commercial Operation Date, be entitled (as its
sole remedy) to Delay Liquidated Damages not to exceed $15/kW (DC) of the Estimated Nameplate Capacity of the
System (as set forth in Schedule I of the Special Conditions), plus (if Installation Work had commenced at the
Premises as ofthe date oftermination) any costs reasonably incurred by Purchaser to return its Premises to its condition
prior to commencement of the Installation Work. Further, Purchaser may terminate this Agreement with no liability
whatsoever, including, but not limited to the Early Termination Fee, if Provider fails to commence Commercial
Operation by the date that is sixty (60) days after the Guaranteed Commercial Operation Date. The Guaranteed
Construction Start Date and Guaranteed Commercial Operation Date shall be extended on a day-for-day basis if any
of the following occurs: (x) notwithstanding Provider's commercially reasonable efforts, interconnection approval is
not obtained within sixty (60) days after the Effective Date, provided that interconnection applications are submitted
Page 5 of26
within 45 days of the later of (a) the Effective Date and (b) finalization of the System layout, (y) a Force Majeure
Event occurs or for any delays by the Local Electric Utility or (z) an occurrence of any other unforeseeable event
outside of Provider's reasonable control, provided that Provider makes reasonable efforts to mitigate the impact of
such events on the Guaranteed Construction Start Date or Guaranteed Commercial Operation Date (as applicable).
Any such extension pursuant to subsection (z) shall be subject to the approval of Purchaser which shall not be
unreasonably withheld, conditioned or delayed.
2.3 Purchase Option.
i) On any Purchase Date, so long as a Purchaser Default shall not have occurred and be continuing,
Purchaser has the option to purchase the System for a purchase price (the "Option Price") equal to the greater of (a)
the Fair Market Value of the System as of the Purchase Date, or (b) the Early Termination Fee as of the Purchase
Date, as specified in Schedule 3, Column 2 of the Special Conditions. To exercise its purchase option, Purchaser
shall, not less than one hundred and eighty (180) days prior to the proposed Purchase Date, provide written Notice to
Provider Purchaser's intent to exercise its option to purchase the System on such Purchase Date. Within thirty (30)
days of receipt of Purchaser's Notice, Provider shall specify the Option Price, and provide all calculations and
assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after
notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair
Market Value of the System, to dispute the determination of the Fair Market Value of the System. In the event
Purchaser con firms its exercise of the purchase option in writing to Provider ( whether before or after any determination
of the Fair Market Value determined pursuant to Section 2.3(ii)), (i) the Parties shall promptly execute all documents
necessary to (A) cause title to the System to pass to Purchaser on the Purchase Date, free and clear of any Liens, and
8) assign all vendor warranties for the System to Purchaser, and (ii) Purchaser shall pay the Option Price to Provider
on the Purchase Date, such payment to be made in accordance with any previous written instructions delivered to
Purchaser by Provider or Provider's Financing Party, as applicable, for payments under this Agreement. Upon
execution of the documents and payment of the Option Price, in each case as described in the preceding sentence, this
Agreement shall terminate automatically. Payment of the Option Price shall be in lieu of and instead of any payments
as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the
purchase option, the provisions of this Agreement shall be applicable as if Purchaser had not exercised any option to
purchase the System.
ii) Determinati on of Fair Market Value. If the Option Price indicated by Provider in accordance with
Section 2.3(i) is equal to the Fair Market Value (as determined and demonstrated by supporting documentation
provided by Provider) and Purchaser disputes such stated Fair Market Value within thirty (30) days of receipt of such
Notice from Provider, then the Parties shall mutually select an independent appraiser with experience and expertise in
the standards of the Energy Services industry as those standards are interpreted in the nine county region defined by
the Association of Bay Area Governments as the San Francisco Bay Area,. Such appraiser shall have expertise and
experience in valuing photovoltaic systems, resale markets for such systems and related environmental attributes, and
shall act reasonably and in good faith to determine Fair Market Value and shall set forth such determination in a
written opinion delivered to the Parties. The valuation made by the appraiser shall be binding upon the Parties in the
absence of fraud or manifest error; however, if Purchaser in good faith disputes the valuation made by the appraiser,
Purchaser shall have the right to retract its decision to exercise the Purchase Option. The costs of the appraisal shall
be borne by Purchaser if such appraisal results in a value equal or greater than the value provided by Provider pursuant
to Section 2.3(i); otherwise, the Parties shall equally share such cost.
2.4 Removal of System at Expiration. Subject to Purchaser's exercise of its purchase option under
Section 2.3, upon the expiration or earlier termination of this Agreement, Provider shall, at Provider's expense, remove
all of its tangible property comprising the System from the Premises on a mutually convenient date but in no case later
than ninety (90) days after the Termination Date. The Premises shall be returned to its original condition, except for
System mounting pads or other support structures on roof-mounted systems only, and ordinary wear and tear. If the
System is to be located on a roof, then in no case shall Provider's removal of the System affect the integrity of
Purchaser's roof, which shall be as leak proof as it was prior to removal of System (other than ordinary wear and tear).
For purposes of Provider's removal of the System, Purchaser's covenants pursuant to Section 7.2 shall remain in effect
until the date of actual removal of the System. Provider shall leave the Premises in neat and clean order. If Provider
fails to remove or commence substantial efforts to remove the System by such agreed upon date, Purchaser shall have
the right, at its option, to remove the System to a public warehouse and restore the Premises to its original condition
Page 6 of26
other than System mounting pads or other support structures and ordinary wear and tear) at Provider's reasonable
cost.
2.5 Conditions Prior to the Commercial Operation Date.
a) In the event that any of the following events or circumstances occur prior to the Commercial
Operation Date, Provider may (at its sole discretion) provide Notice that it is terminating this Agreement, in which
case neither Party shall have any liability to the other except for any such liabilities that may have accrued prior to
such termination, including but not limited to Provider's restoration of the Premises in accordance with Section 2.4:
i) Provider determines that the Premises, as is, is insufficient to accommodate the System or unsuitable
for construction or operation of the System.
ii) There exist site conditions (including environmental conditions) or construction requirements that
were not known as of the Effective Date and that could reasonably be expected to materially increase the cost of
Installation Work or would adversely affect the electricity production from the System as designed.
iii) There is a material adverse change in the regulatory environment, incentive program or federal or
state tax code (including the expiration of any incentive program or tax incentives in effect as of the Effective Date)
that could reasonably be expected to adversely affect the economics of the installation for Provider and its investors.
iv) Provider is unable to obtain financing for the System on terms and conditions satisfactory to it.
v) Provider has not received: (1) a fully executed a license in the form substantially similar to
Exhibit A of these General Conditions from the owner of the Premises (if the Purchaser is a tenant), (2) a release or
acknowledgement from any mortgagee of the Premise, if required by Provider's Financing Party, to establish the
priority of its security interest in the System, and (3) such other documentation as may be reasonably requested by
Provider to evidence Purchaser's ability to meet its obligations under Section 7.2(dXii) to ensure that Provider will
have access to the Premises throughout the Tenn.
vi) There has been a material adverse change in the rights of Purchaser to occupy the Premises or
Provider to construct the System on the Premises.
vii) Purchaser has determined that there are easements, CCRs or other land use restrictions, liens or
encumbrances that would materially impair or prevent the installation, operation, maintenance, or removal of the
System.
viii) There has been a material adverse change in Purchaser's credit-worthiness.
b) If any of the conditions set forth in Section 2.5(a) are partly or wholly unsatisfied, and Provider
wishes to revise the information in the Special Conditions, then Provider may propose modifications to the Special
Conditions for acceptance by Purchaser. If Purchaser does not accept such modified Special Conditions, Provider
may terminate this Agreement as provided in Section 2.5(a) and shall restore the Premises in accordance with Section
2.4. If Purchaser accepts such revised Special Conditions, such revised Special Conditions shall be deemed an
amendment of this Agreement, and this Agreement shall remain in force and effect upon execution by both Parties.
2.6 Co-Located Systems. With respect to any Systems that are co-located at the same Premises and
connected to the same meter, the Parties acknowledge that the Systems are intended to be owned and operated as one
integrated system, and that the Energy Services Payment (a) represents the added value of integrating the Systems to
enable Provider's delivery of the Energy Services pursuant to the Agreements when needed by Purchaser, and (b) is
a component part of the total consideration payable to Provider in exchange for Provider's comprehensive duties under
this Agreement and the Agreement(s) related to the other co-located System(s). Accordingly, the Parties further agree
x) to treat the Systems as one integrated system for all purposes, and (y) that any right or option that is exercised with
respect to the System or this Agreement, whether in respect of early termination, purchase option or otherwise, shall
also be exercised with respect to the Agreement(s) related to the other co-located System(s).
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3.1 Installation Work. Provider will cause the System (by using one or more qualified contractors
holding the appropriate licenses required in the jurisdiction where the System will be installed) to be designed,
engineered, installed and constructed substantially in accordance with Schedule I of the Special Conditions and
Applicable Law. Purchaser shall have the right to review all construction plans and designs, including engineering
evaluations of the impact of the System. Provider shall perform the Installation Work at the Premises between the
hours of 7:00 a.m. and 7:00 p.m. in a manner that minimizes inconvenience to and interference with the use of the
Premises to the extent commercially practical.
3.2 Approvals; Permits. Purchaser shall assist Provider in obtaining all necessary consents, approvals
and permits required to perform Purchaser's obligations under this Agreement, including but not limited to those
related to the Local Electric Utility, any Governmental Approval, and any consents, waivers, approvals or releases
required pursuant to any applicable contract or CCR.
3.3 System Acceptance Testing.
a) Provider shall conduct testing of the System in accordance with such methods, acts, guidelines,
standards and criteria reasonably accepted or followed by providers of Energy Services within the nine county region
defined by the Association of Bay Area Governments as the San Francisco Bay Area ... Provider shall provide
Purchaser with reasonable advanced Notice of such testing, . Provider shall permit Purchaser or Purchaser's
representative to observe such testing. Purchaser's observation of such testing shall not be construed as or deemed an
approval of such testing or test results.
b) If the results of such testing indicate that the System is capable of providing the Energy Services,
using such instruments and meters as have been installed for such purposes, and the System has been approved for
interconnected operation by the Local Electric Utility ("Commercial Operation"), then Provider shall send a written
Notice to Purchaser to that effect, and the date of such Notice shall be the' Commercial Operation Date".
4. SYSTEM OPERATIONS.
4.1 Provider as Owner and Operator. The System will be owned by Provider or Provider's Financing
Party and will be operated and maintained and, as necessary, repaired by Provider at its sole cost and expense;
provided, any repair or maintenance costs incurred by Provider as a result of Purchaser's negligence or breach of its
obligations hereunder shall be reimbursed by Purchaser.
4.2 Metering. Provider shall install and maintain a utility grade kilowatt-hour (kWh) meter for the
measurement of electrical energy provided by the System and may, at its election, install a utility grade kilowatt-hour
kWh) meter for the measurement of electrical energy delivered by the Local Electric Utility and consumed at the
Premises. Such meter(s) shall meet the general commercial standards ofthe solar photovoltaic industry or the required
standards of the Local Electric Utility.
4.2.1 leter Testing.
a) Provider shall provide certificates of calibration for all meters prior to the time of their installation,
no meter will be placed in service for which Provider has not provided certificates of calibration. Provider shall test
or arrange for all meters to be tested in accordance with the meter manufacturer's recommendations. Provider shall
bear all costs and expenses associated with each meter testing. Purchaser shall be notified at least ten (10) days in
advance of such testing and shall have the right to be present during such tests. Provider shall provide Purchaser with
detailed written results of all meter tests.
b) Provider shall test or arrange for meter inspection and testing bi-annually when performing System
operations and maintenance .
4.2.2 Cost of Meter Repair.
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a) If meter testing, as described above demonstrates that a meter was operating outside of its allowable
calibrations (+/-2%), then Provider will pay for the cost of repairs or replacement necessary to restore a meter to
proper working order.
b) Ifa meter is found to be inaccurate by more than two percent (2%), invoices for the prior six (6)
months or from the last date such meter was registering accurately, whichever period is less, shall be adjusted to
reconcile the discrepancy and payment for the amount of the adjustment issued by the appropriate party within 45
days, except that Purchaser shall not be obligated to pay interest on any amount found to be due because a meter was
operating outside of its allowable calibration(+/-2%).
4.2.3 Meter Data. Provider shall gather and maintain the data from all meters, including but not limited
to, interval data registered at least once every fifteen (15) minutes (' Meter Data"), and shall make such Meter Data
promptly available to Purchaser at Purchaser's request.
4.3 System Disruptions. In the event that (a) the owner or lessee of the Premises repairs the Premises
for any reason not directly related to damage caused by the System, and such repair requires the partial or complete
temporary disassembly or movement of the System, or (b) any act or omission of Purchaser or Purchaser's employees,
Affiliates, agents or subcontractors (collectively, a 'Purchaser Act") results in a disruption or outage in System
production, then, in either case, Purchaser shall (i) pay Provider for all work required by Provider to disassemble or
move the System and (ii) continue to make all payments for the Energy Services during such period of System
disruption (the "Disruption Period"), and (iii) reimburse Provider for any other lost revenue during the Disruption
Period, including any lost revenue associated with any reduced sales of Environmental Attributes and any reduced
System-based Incentives, if applicable, during the Disruption Period. For the purpose of calculating Energy Services
Payments and lost revenue for such Disruption Period, Energy Services for each month of said months shall be deemed
to have been produced at the average rate over the same month for which data exists (or, ifthe disruption occurs within
the first twelve (12) months of operation, the average over such period of operation). Notwithstanding the foregoing,
Purchaser shall be entitled to exercise its rights under Section 9 (Allowed Disruption Time) of the Special Conditions.
5 . TITLE TO SYSTEM.
5.1 Throughout the duration of this Agreement, Provider or Provider's Financing Party shall be the legal
and beneficial owner of the System at all times, and the System shall remain the personal property of Provider or
Provider's Financing Party and shall not attach to or be deemed a part of, or fixture to, the Premises. The System shall
at all times retain the legal status of personal property as defined under Article 9 of the Uniform Commercial Code.
Purchaser covenants that it will use reasonable commercial efforts to place all parties having an interest in or lien upon
the real property comprising the Premises on Notice of the ownership of the System and the legal status or
classification of the System as personal property. If there is any mortgage or fixture filing against the Premises which
could reasonably be construed as attaching to the System as a fixture of the Premises, Purchaser shall provide, at
Provider's request, a disclaimer or release from such lien holder. If Purchaser is the fee owner of the Premises,
Purchaser consents to the filing by Provider, on behalf of Purchaser, of a disclaimer of the System as a fixture of the
Premises in the office where real estate records are customarily filed in the jurisdiction of the Premises. If Purchaser
is not the fee owner, Purchaser will, at Provider 's request, use commercially reasonable efforts to obtain such consent
from such owner.
5 .2 Environm ental Attributes And System-B as ed In centives . Purchaser's purchase of Energy
Services includes Environmental Attributes , but does not include System-based incentives. System-based
Incentives shall be owned by Provider or Provider's financing party for the duration of the System's operating
life. Purchaser disclaims any right to System-based Incentives based upon the installation of the System at
the Premises, and shall, at the request of Provider, execute any document or agreement reasonably necessary
to fulfill the intent of this Section 5 .2.
6 . PRICE AND PAYMENT.
6.1 Consideration . Purchaser shall pay to Provider a monthly Energy Services Payment for the Energy
Services provided during each calendar month of the Term as set forth in the Special Conditions .
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6.2 Invoice . Provider shall invoice Purchaser on or about the first day of each month (each, an "Invoice
Date"), commencing on the first Invoice Date to occur after the Commercial Operation Date, for the Energy Services
Payment in respect ofthe immediately preceding month. The last invoice shall include Energy Services provided only
through the Termination Date of this Agreement. Invoices shall state, at a minimum, (i) the amount of actual electricity
produced by the System and delivered to the delivery point during the invoice period (if applicable), (ii) the rates
applicable to, and any charges incurred by, Purchaser under this Agreement, and (iii) the total amount due from
Purchaser.
6 .3 Time of Payment. Purchaser shall pay all undisputed amounts due hereunder within thirty (30) days
after Purchaser's receipt of an invoice from Provider.
6.4 Method of Payment. Purchaser shall make all payments under this Agreement either (a) by
electronic funds transfer in immediately available funds to the account designated by Provider from time to time or
b) by check timely delivered to the location designated by Provider from time to time. All payments that are not paid
when due shall bear interest accruing from the date becoming past due until paid in full at a rate equal to the Stated
Rate.
6.5 Disputed Payments. Ifa bona fide dispute arises with respect to any invoice, Purchaser shall not be
deemed in default under this Agreement and the Parties shall not suspend the performance of their respective
obligations hereunder, including payment ofundisputed amounts owed hereunder. If an amount disputed by Purchaser
is subsequently deemed to have been due pursuant to the applicable invoice, interest shall accrue at the Stated Rate on
such amount from the date becoming past due under such invoice until the date paid.
7. GENERAL COVENANTS.
7.1 Provider's Covenants. Provider covenants and agrees to the following :
a) otice of Damage or Emergency. Provider shall (x) promptly notify Purchaser ifit becomes aware
of any damage to or loss of the use of the System or that could reasonably be expected to adversely affect the System,
y) immediately notify Purchaser if it becomes aware of any event or circumstance relating to the System or the
Premises that poses a significant risk to human health, the environment, the System or the Premises. In the event of
unreasonable damage to the Premises caused by, or as the result of, the System, Provider shall, at its sole cost, repair
said Premises to the condition existing prior to such damage.
b) Governmental Approvals. While providing the Installation Work, Energy Services, and System
Operations, Provider shall obtain and maintain and secure all Governmental Approvals required to be obtained and
maintained and secured by Provider and to enable Provider to perform such obligations.
c) Health and Safety. Provider shall take all necessary and reasonable safety precautions with respect
to providing the Installation Work, Energy Services, and System Operations that shall comply with all Applicable
Laws pertaining to the health and safety of persons and real and personal property. All work shall be performed by
licensed professionals, as may be required by Applicable Law, and in accordance with such methods, acts, guidelines,
standards and criteria reasonably accepted or followed by a majority of System integrators in the United States.
d) Liens. Other than a Financing Party's security interest in or ownership of the System, Provider shall
not directly or indirectly cause, create, incur, assume or suffer to exist any mortgage, pledge, lien (including
mechanics', labor or materialman 's lien), charge, security interest, encumbrance or claim of any nature {"Liens") on
or with respect to the Premises or any interest therein, in each case to the extent such Lien arises from or is related to
Provider's performance or non-performance of its obligations hereunder. If Provider breaches its obligations under
this Section, it shall (i) immediately notify Purchaser in writing, (ii) promptly cause such Lien to be discharged and
released ofrecord without cost to Purchaser, and (iii) defend and indemnify Purchaser against all costs and expenses
including reasonable attorneys' fees and court costs at trial and on appeal) incurred in discharging and releasing such
Lien; provided, Provider shall have the right to contest any such Lien, so long as it provides a statutory bond or other
reasonable assurances of payment that either remove such Lien from title to the Premises or that assure that any
adverse judgment with respect to such Lien will be paid without affecting title to the Premises.
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e) System Condition. Provider shall take all actions reasonably necessary, including but not limited to
repair and maintenance, to ensure that the System is capable of operating at a commercially reasonable continuous
rate throughout the Term.
f) Environmental lndemnificati0n by Provider. Provider shall indemnify, hold harmless and defend
Purchaser Indemnified Parties from and against all claims, pay costs and expenses, and conduct all actions required
under Environmental Laws in connection with the deposit, release, or spill of any Hazardous Materials at, on, above,
below or near the Premises by Provider. In no event shall Provider be responsible for the existence of any Hazardous
Materials at the Premises prior to the Effective Date. Provider shall promptly notify Purchaser if it becomes aware of
any Hazardous Materials, or any deposit, spill, or release of any Hazardous Materials at, on, above, below or near the
Premises.
g) Production Data. Provider shall provide Purchaser with access to System production data in
electronic format, such as tabular Excel or csv with each production unit in a separate cell. Production data could be
delivered monthly or by granting Purchaser access to a web portal.
7 .2 Purchaser's Covenants. Purchaser covenants and agrees as follows:
a) 1otice of Damage or Emergency. Purchaser shall (i) notify Provider within two business days if it
becomes aware of any damage to or loss of the use of the System or that could reasonably be expected to adversely
affect the System, (ii) exercise good faith efforts to notify Provider immediately, and in any event, within four ( 4)
hours of becoming aware of any event or circumstance that poses an imminent risk to human health, the environment,
the System or the Premises. In the event of damage to Purchaser's premises caused by, or as the result of, the System,
Provider shall, at its sole cost, repair said premises to the condition existing prior to such damage.
b) Liens. Purchaser shall not directly or indirectly cause, create, incur, assume or suffer to exist any
Liens on or with respect to the System or any interest therein. If Purchaser breaches its obligations under this Section,
it shall immediately notify Provider in writing, shall promptly cause such Lien to be discharged and released ofrecord
without cost to Provider, and shall indemnify Provider against all costs and expenses (including reasonable attorneys'
fees and court costs at trial and on appeal) incurred in discharging and releasing such Lien.
c) Consents and Approvals. To the extent that only Purchaser is authorized to request, obtain or issue
any necessary approvals, Governmental Approvals, rebates or other financial incentives, Purchaser shall cooperate
with Provider to obtain or issue such approvals, Governmental Approvals, rebates or other financial incentives in the
name of Provider. Purchaser shall provide to Provider copies of all Governmental Approvals and CCRs applicable to
the Premises, other than those obtained by Provider or to which Provider is a party.
d) Access to Premises, Grant of License.
i) Purchaser hereby grants to Provider a revocable non-exclusive license coterminous with the Term
containing all the rights necessary for Provider to use and occupy portions of the Premises for the installation,
operation, maintenance and removal of the System pursuant to the terms of this Agreement, including ingress and
egress rights to the Premises for Provider and its employees, contractors and subcontractors and access to electrical
panels and conduits to interconnect or disconnect the System with the Premises' electrical wiring; provided, with
respect to Provider's access to the Site, such license shall be subject to conditions or limitations for the protection of
minors that are imposed generally on commercial contractors by Purchaser or by Applicable Law. If Provider's
financing structure requires that Purchaser enter into a license agreement directly with Financing Party, Provider shall
enter into such an agreement which shall be in a form set forth by Provider and which contain substantially the same
rights as set forth in this Section 7.2(d).
ii) Regardless of whether Purchaser is owner of the Premises or leases the Premises from a landlord,
Purchaser hereby covenants that (x) Provider shall have access to the Premises and System during the Term of this
Agreement and for so long as needed after termination to remove the System pursuant to the applicable provisions
herein, and (y) neither Purchaser nor Purchaser's landlord will interfere or handle any Provider equipment or the
Page 11 of26
System without written authorization from Provider; provided, Purchaser and Purchaser's landlord shall at all times
have access to and the right to observe the Installation Work or System removal.
iii) If Purchaser is a lessee of the Premises, Purchaser further covenants that it shall deliver to Provider,
a license from Purchaser's landlord in substantially the form attached hereto as Exhibit A ofthese General Conditions.
e) Temporary storage space during installation or removal. Purchaser shall use commercially
reasonable efforts to provide for sufficient space at the Premises for the temporary storage and staging of tools,
materials and equipment and for the parking of construction crew vehicles and temporary construction trailers and
facilities reasonably necessary during the Installation Work, System Operations or System removal, and access for
rigging and material handling. Subject to Purchaser's indemnity obligations set forth herein, Purchaser shall have no
liability whatsoever in connection with personal property or equipment of Provider or Provider's employees,
consultants, contractors, subcontractors, and vendors. Provider shall be solely responsible for the safety and security
of Provider's employees, consultants, contractors, subcontractors, and vendors, as well as any personal property,
including but not limited to, any tools, materials, and equipment of such parties used or stored on the Premises.
f) Environmental Documents. On or before the Effective Date of each Special Conditions Purchaser
shall identify and set forth in each Special Conditions and unless previously delivered, Purchaser shall, to the extent
the same are known and in the possession or control of Purchaser, deliver to Provider copies of all reports, agreements,
plans, inspections, tests, studies or other materials concerning the presence of Hazardous Materials at, from or on the
Premises including, but not limited to, soil reports, design drawings, environmental reports, sampling results or other
documents relating to Hazardous Materials that have been identified or may be present on, in or under the Premises
collectively, the "Environmental Documents"). Thereafter, Purchaser agrees to provide copies of any new
Environmental Documents within ten (I 0) days of receipt of same. Purchaser hereby agrees to furnish such other
documents in Purchaser's possession or control with respect to Governmental Approvals compliance with
Environmental Law or Hazardous Materials with respect to the Premises as may be reasonably requested by Provider
from time to time.
g) Compliance with Environmental Laws. Notwithstanding anything to the contrary in this
Agreement, Purchaser shall operate and maintain the Premises to comply with the requirements of all applicable
Environmental Laws that limit or govern the conditions or uses of the Premises, without impairing or interfering with
Provider's construction, operation and ownership of the System or occupancy of the Premises. In no event shall
Provider have any liability or obligation with respect to any Pre-existing Environmental Condition on, in or under the
Premises, or operations or maintenance of the Premises required to comply with Environmental Laws with respect to
Pre-Existing Environmental Conditions.
h) Environmen tal Ind emnification by Purchaser. Purchaser shall indemnify, hold harmless and defend
Provider from and against all claims, pay costs and expenses, and conduct all actions required under Environmental
Laws in connection with (i) the existence at, on, above, below or near the Premises of any Pre-existing Environmental
Conditions, and (ii) any Hazardous Materials released, spilled or deposited at, on above or below the Premises by the
Purchaser. Purchaser shall promptly notify Provider ifit becomes aware of any Hazardous Materials, or any deposit,
spill, or release of any Hazardous Materials at, on, above, below or near the Premises.
8. REPRESENTATIONS & WARRANTIES.
8.1 Representations and Warranties of Both Parties. In addition to any other representations and
warranties contained in this Agreement, each Party represents and warrants to the other as of the Effective Date that:
a) it is duly organized and validly existing and in good standing in the jurisdiction of its organization;
b) it has the full right and authority to enter into, execute, deliver, and perform its obligations under
this Agreement;
c) it has taken all requisite corporate or other action to approve the execution, delivery, and
performance of the Agreement;
Page 12 of26
d) this Agreement constitutes its legal, valid and binding obligation enforceable against such Party in
accordance with its tenns, except as may be limited by applicable bankruptcy and other similar laws now or hereafter
in effect;
e) there is no litigation, action, proceeding or investigation pending or, to the best of its knowledge,
threatened before any court or other Governmental Authority by, against, affecting or involving any of its business or
assets that could reasonably be expected to adversely affect its ability to carry out the transactions contemplated herein;
f) its execution and performance of this Agreement and the transactions contemplated hereby do not
and will not constitute a breach of any term or provision of, or a default under, (i) any contract, agreement or
Governmental Approval to which it or any of its Affiliates is a party or by which it or any of its Affiliates or its or
their property is bound, (ii) its organizational documents, or (iii) any Applicable Laws; and
g) its execution and performance of this Agreement and the transactions contemplated hereby do not
and will not require any consent from a third party, including any Governmental Approvals from any Governmental
Authority, that are not identified in the Special Conditions.
8.2
Date that:
Representations of Purchaser. Purchaser represents and warrants to Provider as of the Effective
a) Purchaser acknowledges that it has been advised that part of the collateral securing the financial
arrangements for the System may be the granting of a first priority perfected security interest (the "Security Interest")
in the System to a Financing Party;
b) To Purchaser's knowledge, the granting of the Security Interest will not violate any term or
condition of any covenant, restriction, lien, financing agreement, or security agreement affecting the Premises;
c) Purchaser is aware ofno existing lease, mortgage, security interest or other interest in or lien upon
the Premises that could attach to the System as an interest adverse to Provider's Financing Party's Security Interest
therein;
d) To Purchaser's knowledge, there exists no event or condition which constitutes a default, or would,
with the giving of Notice or lapse of time, constitute a default under this Agreement;
e) To Purchaser's knowledge, Purchaser has identified and disclosed to Provider in the Special
Conditions (i) all Environmental Documents in Purchaser's possession or control, (ii) all CCRs, Governmental
Approvals or other restrictions imposed under Applicable Laws with respect to the use of the Premises that could
affect the construction and operation ofthe System within Purchaser's possession or control, and (iii) all environmental
reports, studies, data or other infonnation relating to the use of the Premises by Provider within the Purchaser's
possession or control;
f) To Purchaser's knowledge, the Premises is in compliance with Environmental Laws, and that
Purchaser holds and is in compliance with all Governmental Approvals required for the ownership and any current
operations or activities conducted at the Premises; and
g) Purchaser has identified in the Special Conditions and delivered to Provider all material reports and
information concerning the presence or release of Hazardous Materials on, in or under the Premises in Purchaser's
possession or control.
Any Financing Party shall be an intended third-party beneficiary of this Section 8.2.
8.3 EXCLUSION OF WARRANTIES. EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY
SET FORTH HEREIN, THE INSTALLATION WORK, SYSTEM OPERATIONS, AND ENERGY SERVICES
PROVIDED BY PROVIDER TO PURCHASER PURSUANT TO THIS AGREEMENT SHALL BE "AS-IS
WHERE-IS." NO OTHER WARRANTY TO PURCHASER OR ANY OTHER PERSON, WHETHER EXPRESS,
Page 13 of26
IMPLIED OR ST A TUTORY, IS MADE AS TO THE INST ALLA TI ON, DESIGN, DESCRIPTION, QUALITY,
MERCHANT ABILITY, COMPLETENESS, USEFUL LIFE, FUTURE ECONOMIC VIABILITY, OR FITNESS
FOR ANY PARTICULAR PURPOSE OF THE SYSTEM, THE ENERGY SERVICES OR ANY OTHER SERVICE
PROVIDED HEREUNDER OR DESCRIBED HEREIN, OR AS TO ANY OTHER MATTER, ALL OF WHICH
ARE EXPRESSLY DISCLAIMED BY PROVIDER.
9 . TAXES AND GOVERNMENTAL FEES.
9.1 Purchaser Obligations. Purchaser shall reimburse and pay for any documented taxes, fees or charges
imposed or authorized by any Governmental Authority and paid by Provider due to Provider's sale of the Energy
Services to Purchaser (other than income taxes imposed upon Provider). Provider shall notify Purchaser in writing
with a detailed statement of such amounts, which shall be invoiced by Provider and payable by Purchaser. Purchaser
shall timely report, make filings for, and pay any and all sales, use, income, gross receipts or other taxes, and any and
all franchise fees or similar fees assessed against it due to its purchase of the Energy Services. This Section 9.1
excludes taxes specified in Section 9.2.
9.2 Provider Obligations. Subject to Section 9.1 above, Provider shall be responsible for all income,
gross receipts, ad valorem, personal property or real property or other similar taxes and any and all franchise fees or
similar fees assessed against it due to its ownership of the System.
10. FORCE MAJEURE.
10.1 Definition . "Force Majeure Even t'' means any act or event that prevents the affected Party from
performing its obligations in accordance with this Agreement , if such act or event is beyond the reasonable control,
and not the result of the fault or negligence, of the affected Party and such Party had been unable to overcome such
act or event with the exercise of due diligence (including the expenditure ofreasonable sums). Subject to the foregoing
conditions, "Force Majeure Event" shall include without limitation the following acts or events: (i) natural
phenomena, such as storms, hurricanes, floods, lightning, volcanic eruptions and earthquakes; (ii) explosions or fires
arising from lightning or other causes unrelated to the acts or omissions of the Party seeking to be excused from
performance; (iii) acts of war or public disorders, civil disturbances, riots, insurrection, sabotage, epidemic, terrorist
acts, or rebellion; (iv) strikes or labor disputes ( except strikes or labor disputes caused solely by employees of Provider
or as a result of such party's failure to comply with a collective bargaining agreement); and (v) action or inaction by
a Governmental Authority (unless Purchaser is a Governmental Authority and Purchaser is the Party whose
performance is affected by such action nor inaction). A Force Majeure Event shall not be based on the economic
hardship of either Party, or upon the expiration of any lease of the Premises by the Purchaser from the owner of the
Premises.
10.2 Ex c used Performance. Except as otherwise specifically provided in this Agreement, neither Party
shall be considered in breach of this Agreement or liable for any delay or failure to comply with this Agreement (other
than the failure to pay amounts due hereunder), if and to the extent that such delay or failure is attributable to the
occurrence of a Force Majeure Event; provided, the Party claiming relief under this Article 10 shall as soon as
practicable after becoming aware of the circumstances constituting Force Majeure (i) notify the other Party in writing
of the existence of the Force Majeure Event, (ii) exercise all reasonable efforts necessary to minimize delay caused by
such Force Majeure Event, (iii) notify the other Party in writing of the cessation or termination of said Force Majeure
Event and (iv) resume performance of its obligations hereunder as soon as practicable thereafter; provided, Purchaser
shall not be excused from making any payments and paying any unpaid amounts due in respect of Energy Services
delivered to Purchaser prior to the Force Majeure Event performance interruption. Subject to Section 10.3 below, the
Parties agree that to the extent permitted by Applicable Law, the Term of this Agreement shall extend on a day for
day basis for every day in which the occurrence of a Force Majeure Event has affected either Party's performance of
its obligations hereunder.
10.3 T enninati on in Consequ ence of Force Maj eure Event. Ifa Force Majeure Event shall have occurred
that has affected Provider's performance of its obligations hereunder and that has continued for a continuous period
of one hundred eighty (180) days, then either Party shall be entitled to terminate this Agreement upon ninety (90)
days' prior written Notice to the other Party. lf at the end of such ninety (90) day period such Force Majeure Event
shall still continue, this Agreement shall automatically terminate . Upon such termination for a Force Majeure Event,
Page 14 of26
neither Party shall have any liability to the other (other than any such liabilities that have accrued prior to such
termination, including but not limited to Provider's obligations to remove the System and restore the Premises as set
forth herein), and Purchaser shall have no obligation to pay the Early Termination Fee.
11. DEFAULT.
11.1
a)
Default"):
Provider Defaults and Purchaser Remedies.
Provider Defaults. The following events shall be defaults with respect to Provider (each, a ''Provider
i) A Bankruptcy Event shall have occurred with respect to Provider;
ii) Provider fails to pay Purchaser any undisputed amount owed under the Agreement within
thirty (30) days from receipt of Notice from Purchaser of such past due amount; and
iii) Provider breaches any material representation, covenant or other term of this Agreement
and (A) if such breach can be cured within thirty (30) days after Purchaser's written Notice of such breach and Provider
fails to so cure, or (8) Provider fails to commence and pursue a cure within such thirty (30) day period if a longer cure
period is needed.
b) Purchaser 's Remedies. If a Provider Default described in Section 11.l(a) has occurred and is
continuing, in addition to other remedies expressly provided herein, and subject to Article 12, Purchaser may terminate
this Agreement with no penalty or liability whatsoever, including but not limited to the Early Termination Fee, and
exercise any other remedy it may have at law or equity or under this Agreement.
11.2 Purchaser Defaults and Provider's Remedies.
a) Purchaser Default. The following events shall be defaults with respect to Purchaser (each, a
Purchaser Default"):
i) A Bankruptcy Event shall have occurred with respect to Purchaser;
ii) Purchaser breaches any material representation, covenant or other term of this Agreement
if (A) such breach can be cured within thirty (30) days after Provider's Notice of such breach and Purchaser fails to
so cure, or (B) Purchaser fails to commence and pursue said cure within such thirty (30) day period if a longer cure
period is needed, such longer cure period not to exceed ninety (90) days; and
iii) Purchaser fails to pay Provider any undisputed amount due Provider under this Agreement
within thirty (30) days from receipt of Notice from Provider of such past due amount.
b) Provider's Remedies. If a Purchaser Default described in Section 11.2(a) has occurred and is
continuing, in addition to other remedies expressly provided herein, and subject to Article 12, Provider may terminate
this Agreement and upon such termination, (A) Provider shall be entitled to receive from Purchaser the Early
Termination Fee set forth on Schedule 3, Column 1 of the Special Conditions, and (8) Provider may exercise any
other remedy it may have at law or equity or under this Agreement.
11.3 Cross Default. With respect to any Systems that are co-located at the same Premises, if a Party
defaults under this Agreement, it shall also be a default of such Party under the Agreement(s) related to the other co-
located System( s ); provided, a cure of the original default shall be a cure of any such cross default. In the event of a
cross default, the non-defaulting Party shall be entitled to exercises its rights with respect to this Agreement and all
such other Agreements, including terminating all such Agreements and, if Provider terminates one or more
Agreements due to a Purchaser Default, Purchaser shall pay the Early Termination Fees for all such terminated
Agreements.
Page 15 of26
11 .4 Removal of System. Upon any termination of this Agreement pursuant to this Article 11 and
payment of the Early Termination Fee (if applicable), Provider will remove the System pursuant to Section 2.4 hereof.
12. LIMITATIONS OF LIABILITY.
12.1 Except as expressly provided herein, neither Party shall be liable to the other Party or its Indemnified
Persons for any special, punitive, exemplary, indirect, or consequential damages, losses or damages for lost revenue
or lost profits, whether foreseeable or not, arising out of, or in connection with this Agreement.
12.2 A Party's maximum liability to the other Party under this Agreement, shall be limited to the
aggregate Estimated Remaining Payments as of the date of the events giving rise to such liability, provided, the limits
of liability under this Section 12.2 shall not apply with respect to (i) indemnity obligations hereunder in respect of
personal injury or environmental claims and (ii) any obligation of Purchaser to pay Energy Service Payments, the
Early Termination Fee or the Option Price, (iii) any obligation of Provider to pay for Lost Savings in accordance with
the Special Conditions and (iv) if applicable, any obi igation of Provider to remove the System and restore the Premises
in accordance with Section 2.4.
13. ASSIGNMENT.
13.1 Assignment by Provider. Provider shall not sell, transfer or assign ( collectively, an "Assignment")
the Agreement or any interest therein, without the prior written consent of Purchaser, which shall not be unreasonably
withheld, conditioned or delayed; provided, Purchaser agrees that Provider may assign this Agreement or a security
interest herein without the consent of the Purchaser to an Affiliate of Provider or any Financing Party for the System
upon reasonable advance Notice. For avoidance of doubt, a consent to assignment shall not be deemed to be
unreasonably withheld, conditioned or delayed if within seven (7) business days of a request for consent, Purchaser
notifies Provider of its objection, if any, to the proposed assignment on the basis that (a) a bona fide conflict exists
between the Purchaser and proposed assignee or (b) the Purchaser has fewer than three (3) years of experience in the
operation of photovoltaic energy generation systems similar to the System. In the event that Provider identifies a
secured Financing Party in the Special Conditions, or in a subsequent Notice to Purchaser, then Purchaser shall comply
with the provisions set forth in Exhibit B of these General Terms and Conditions and agrees to provide such estoppels,
acknowledgments and opinions of counsel as Provider may reasonably request from time to time. Any Financing
Party shall be an intended third-party beneficiary of this Section 13 .1. Any Assignment by Provider without obtaining
the prior written consent and release of Purchaser, when such consent is required by this Section 13.1, shall not release
Provider of its obligations hereunder.
13.2 Acknowledgment of Collateral Assignment. In the event that Provider identifies a secured
Financing Party in the Special Conditions, or in a subsequent Notice to Purchaser, then Purchaser hereby
acknowledges:
a) The collateral assignment by Provider to the Financing Party, of Provider's right, title and interest
in, to and under this Agreement, as consented to under Section 13.1 of this Agreement.
b) That the Financing Party as such collateral assignee shall be entitled to exercise any and all rights
of lenders generally with respect to Provider's interests in this Agreement.
c) That it has been advised that Provider has granted a first priority perfected security interest in the
System to the Financing Party and that the Financing Party has relied upon the characterization of the System as
personal property, as agreed in this Agreement in accepting such security interest as collateral for its financing of the
System.
Any Financing Party shall be an intended third-party beneficiary of this Section 13.2.
13 .3 Assignment by Purchaser. Purchaser shall not assign this Agreement or any interest therein, without
Provider's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Any
Page 16 of26
Assignment by Purchaser without the prior written consent of Provider shall not release Purchaser of its obligations
hereunder.
14. NOTICES.
14.1 Notice Addresses. Unless otherwise provided in this Agreement, all Notices and communications
concerning this Agreement shall be in writing and addressed to the other Party (or Financing Party, as the case may
be) at the addresses set forth in the Special Conditions, or at such other address as may be designated in writing to the
other Party from time to time.
14.2 Notice. Unless otherwise provided herein, any Notice provided for in this Agreement shall be hand
delivered, sent by registered or certified U.S. Mail, postage prepaid, or by commercial overnight delivery service, and
shall be deemed delivered to the addressee or its office when received at the address for Notice specified above when
hand delivered, upon confirmation of sending when sent by facsimile (if sent during normal business hours or the next
Business Day if sent at any other time), on the Business Day after being sent when sent by overnight delivery service
Saturdays, Sundays and legal holidays excluded), or five (5) Business Days after deposit in the mail when sent by
U.S. mail.
14.3 Address for Invoices. All invoices under this Agreement shall be sent to the address provided by
Purchaser. Invoices shall be sent by regular first class mail postage prepaid .
15. CONFIDENTIALITY.
15.1 Confidentiality Obligation. If either Party provides confidential information, including business
plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information,
and/or technical information regarding the financing, design, operation and maintenance of the System or of
Purchaser's business ("Confidential In formation ') to the other or, if in the course of performing under this Agreement
or negotiating this Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the
receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of
care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential
Information, except in the negotiation and performance of this Agreement. Notwithstanding the above, a Party may
provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors,
consultants, Affiliates, lenders (existing or potential), investors (existing or potential) and potential third-party
assignees of this Agreement or third-party acquirers of Provider or its Affiliates (provided and on condition that such
potential third-party assignees be bound by a written agreement restricting use and disclosure of Confidential
Information) (collectively, "Representatives"), in each case whose access is reasonably necessary. Each such recipient
of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential
nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In
any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to
whom that Party improperly discloses Confidential Information. The terms of this Agreement (but not its execution
or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in
Section 15.3. All Confidential Information shall remain the property of the disclosing Party and shall be returned to
the disclosing Party or destroyed after the receiving Party 's need for it has expired or upon the request ofthe disclosing
Party.
15.2 Permitted Disclosures. Notwithstanding any other provision herein, neither Party shall be required
to hold confidential any information that:
a) Becomes publicly available other than through the receiving Party;
b) Is required to be disclosed by a Governmental Authority, under Applicable Law, including but not
limited to the California Public Records Act, or pursuant to a validly issued subpoena or required filing, but a receiving
Party subject to any such requirement shall promptly notify the disclosing Party of such requirement;
c) ls independently developed by the receiving Party; or
Page 17 of26
d) Becomes available to the receiving Party without restriction from a third party under no obligation
of confidentiality.
15.3 Goodwill and Publicity. Neither Party shall use the name, trade name, service mark, or trademark
of the other Party in any promotional or advertising material without the prior written consent of such other Party.
The Parties shall coordinate and cooperate with each other when making public announcements related to the
execution and existence of this Agreement, and each Party shall have the right to promptly review, comment upon,
and approve any publicity materials, press releases, or other public statements by the other Party that refer to, or that
describe any aspect of, this Agreement; provided, no such publicity releases or other public statements (except for
filings or other statements or releases as may be required by Applicable Law) shall be made by either Party without
the prior written consent of the other Party. At no time will either Party acquire any rights whatsoever to any
trademark, trade name, service mark, logo or other intellectual property right belonging to the other Party.
Notwithstanding the foregoing, Purchaser agrees that Provider may, at its sole discretion, take photographs of the
installation process of the System and/or the completed System, and Provider shall be pennitted to use such images
regardless of media) in its marketing efforts, including but not limited to use in brochures, advertisements, websites
and news outlet or press release articles. The images shall not include any identifying information without Purchaser
permission and the installation site shall not be disclosed beyond the type of establishment (such as "Retail Store,"
Distribution Center," or such other general terms), the city and state.
15.4 Enforcement of Confidentiality Obligation. Each Party agrees that the disclosing Party would be
irreparably injured by a breach of this Article 15 by the receiving Party or its Representatives or other Person to whom
the receiving Party discloses Confidential Information of the disclosing Party and that the disclosing Party may be
entitled to equitable relief, including injunctive relief and specific performance, in the event of any breach of the
provisions of this Article 15. To the fullest extent permitted by Applicable Law, such remedies shall not be deemed
to be the exclusive remedies for a breach of this Article 15, but shall be in addition to all other remedies available at
law or in equity.
16. INDEMNITY.
16.1 Provider 's Indemnity. Subject to Article 12, Provider agrees that it shall indemnify and hold
harmless Purchaser, its pennitted successors and assigns and their respective directors, officers, members,
shareholders and employees (collectively, the' Purchaser Indemnified Parties") from and against any and all Losses
incurred by Purchaser Indemnified Parties to the extent arising from or out of the following : any claim for or arising
out of any injury to or death of any Person or loss or damage to property of any Person to the extent arising out of
Provider's negligence or willful misconduct. Provider shall not, however, be required to reimburse or indemnify any
Purchaser Indemnified Party for any Loss to the extent such Loss is due to the negligence or willful misconduct of
any Purchaser Indemnified Party.
16.2 Purchaser s Indemnity. Subject to Article 12 and to the extent permitted by Applicable Law,
Purchaser agrees that it shall indemnify and hold harmless Provider, its permitted successors and assigns and their
respective directors, officers, members, shareholders and employees ( collectively, the "Provider Indemnified Parties")
from and against any and all Losses incurred by Provider Indemnified Parties to the extent arising from or out of any
claim for or arising out of any injury to or death of any Person or loss or damage to property of any Person to the
extent arising out of Purchaser's negligence or willful misconduct. Purchaser shall not, however, be required to
reimburse or indemnify any Provider Indemnified Party for any Loss to the extent such Loss is due to the negligence
or willful misconduct of any Provider Indemnified Party.
17. INSURANCE.
17 .1 Generally. Purchaser and Provider shall each maintain the following insurance coverages in full
force and effect throughout the Term either through insurance policies or acceptable self-insured retentions: (a)
Workers' Compensation Insurance as may be from time to time required under applicable federal and state law, (b)
Commercial General Liability Insurance with limits of not less than $2,000,000 general aggregate, $1,000,000 per
occurrence, and (c) automobile insurance with commercially reasonable coverages and limits. Additionally, Provider
Page 18 of26
shall carry adequate property loss insurance on the System which need not be covered by Purchaser's property
coverage. The amount and terms of insurance coverage will be determined at Provider's sole discretion.
17 .2 Certificates of Insurance. Each Party, upon request, shall furnish current certificates evidencing that
the insurance required under Section 17.1 is being maintained. Each Party's insurance policy provided hereunder
shall contain a provision whereby the insured agrees to give the other Party thirty (30) days' written Notice before the
insurance is cancelled or materially altered.
17.3 Additional Insureds. Each Party's insurance policy shall be written on an occurrence basis and shall
include the other Party as an additional insured as its interest may appear.
17.4 Insurer Qualifications. All insurance maintained hereunder shall be maintained with companies
either rated no less than A-as to Policy Holder's Rating in the current edition of Best's Insurance Guide (or with an
association of companies each of the members of which are so rated) or having a parent company's debt to
policyholder surplus ratio of 1: 1.
17.5 Additional Terms. Required insurance coverages shall not prohibit the Provider from waiving the
right of subrogation prior to a loss. Provider shall waive all subrogation rights against the indemnified parties. Provider
shall ensure that it carries adequate property loss insurance on the System, which need not be covered by Purchaser's
property or other insurance coverage. Provider shall further ensure that any qualified contractor purchases and
maintains insurance of the types and limits of liability, containing the endorsements, as would ordinarily and
reasonably be expected by an experienced contractor undertaking the type of work contemplated by this Agreement
with respect to the potential liability for loss or damage under this Agreement. Provider shall further ensure that any
qualified contractor's insurance lists Purchaser as an additional insured.
18. MISCELLANEOUS.
18.1 integration; Exhibits. The Agreement, together with the Exhibits and Schedules attached thereto or
incorporated by reference, constitute the entire agreement and understanding between Provider and Purchaser with
respect to the subject matter thereof and supersedes all prior agreements relating to the subject matter hereof which
are of no further force or effect. The Exhibits and Schedules attached to this Agreement, including these General
Terms and Conditions as incorporated by reference, are integral parts of this Agreement and are an express part of this
Agreement. In the event of a conflict between the provisions of these General Terms and Conditions and any
applicable Special Conditions, the provisions of the Special Conditions shall prevail.
18.2 Amenclments. This Agreement may only be amended, modified or supplemented by an instrument
in writing executed by duly authorized representatives of Provider and Purchaser.
18.3 Industry Standards. Except as otherwise set forth herein, for the purpose of this Agreement the
normal standards of performance within the Energy Services industry in the relevant market shall be the measure of
whether a Party's performance is reasonable and timely. Unless expressly defined herein, words having well-known
technical or trade meanings shall be so construed.
18.4 Cumulative Remedies. Except as set forth to the contrary herein, any right or remedy of Provider
or Purchaser shall be cumulative and without prejudice to any other right or remedy, whether contained herein or not.
18.5 [Reserved).
18.6 Limited Effect of Waiver. The failure of Provider or Purchaser to enforce any of the provisions of
this Agreement, or the waiver thereof, shall not be construed as a general waiver or relinquishment on its part of any
such provision, in any other instance or of any other provision in any instance.
18.7 Survival. The obligations under Section 2.4 (Removal of System), Section 7.1 (Provider
Covenants), Sections 7.2(d), (e), (f), (g) and (h) (Purchaser Covenants), Section 8.3 (Exclusion of Warranties), Article
9 (Taxes and Governmental Fees), Article 12 (Limitation of Liability), Article 14 (Notices), Article 15
Page 19 of26
Confidentiality), Article 18 (Miscellaneous), all payment or indemnification obligations accrued prior to termination
of this Agreement, or pursuant to other provisions of this Agreement that, by their sense and context, are intended to
survive termination of this Agreement shall survive the expiration or termination of this Agreement for any reason.
18.8 Governing Law. This Agreement shall -be governed by and construed in accordance with the laws
of the State of California without reference to any choice of law principles. Litigation arising out of or connected
with this Agreement shall be instituted and maintained in the courts of Sonoma County in the State of California or
in the United States District Court, Northern District of California, San Francisco/Oakland Division, California, and
the parties consent to jurisdiction over their person and over the subject matter of any such litigation in such courts,
and consent to service of process issued by such courts. 18.9 Severability. If any term, covenant or condition in this
Agreement shall, to any extent, be invalid or unenforceable in any respect under Applicable Law, the remainder of
this Agreement shall not be affected thereby, and each term, covenant or condition of this Agreement shall be valid
and enforceable to the fullest extent permitted by Applicable Law and, if appropriate, such invalid or unenforceable
provision shall be modified or replaced to give effect to the underlying intent of the Parties and to the intended
economic benefits of the Parties.
18. l O Relation of the Parties. The relationship between Provider and Purchaser shall not be that of
partners, agents, or joint ventures for one another, and nothing contained in this Agreement shall be deemed to
constitute a partnership or agency agreement between them for any purposes, including federal income tax purposes.
Provider and Purchaser, in performing any of their obligations hereunder, shall be independent contractors or
independent parties and shall discharge their contractual obligations at their own risk.
18.11 Successors and Assigns. This Agreement and the rights and obligations under this Agreement shall
be binding upon and shall inure to the benefit of Provider and Purchaser and their respective successors and permitted
assigns.
18.12 Counterparts. This Agreement may be executed in one or more counterparts, all of which taken
together shall constitute one and the same instrument.
18.13 Electronic Delivery. This Agreement may be duly executed and delivered by a Party by execution
and facsimile or electronic, "pdf' delivery of the signature page of a counterpart to the other Party.
18.14 Liquidated Damages Not Penalty. Purchaser acknowledges that the Early Termination Fee
constitutes liquidated damages, and not penalties, in lieu of Provider's actual damages resulting from the early
termination of this Agreement. Purchaser further acknowledges that Provider's actual damages may be impractical
and difficult to accurately ascertain, and in accordance with Purchaser's rights and obligations under this Agreement,
the Early Termination Fee constitutes fair and reasonable damages to be borne by Purchaser in lieu of Provider's
actual damages.
Remainder ofpage intentionally left blank./
Page 20 of26
These General Terms and Conditions are witnessed and acknowledged by Forefront Power and Purchaser below.
Neither Forefront Power nor Purchaser shall have any obligations or liability resulting from its witnessing and
acknowledging these General Terms and Conditions.
FOREFRONT POWER": FFP BTM SOLAR, LLC
By: Rubenfantes(Jun20,2024U9:28PDT)
Name: Ruben Fontes
Title: President
Date: 06/20/2024
PURCHASER": CITY OF ROHNERT PARK
By:
Name: rce.\o... ~-ed't'"'O..
Title: Ci~ M o.."'°"ijY"
Date:
Page 21 of26
Exhibit A
of General Terms and Conditions
PURCHASER'S LETTERHEAD]
Landlord's Address]
Attn: Authorized Representative
Re:
and [L
Proposed Energy System Installation at [Address of Premises]. Lease dated [ ] between [PURCHASER]
DLORD] (the 'Lease")
Dear Authorized Representative:
As has been discussed with you, [PURCHASER] ("Purchaser") and [FFP Entity], LLC ("Provider") have entered into
an Energy Services Agreement, pursuant to which Provider will install, finance, operate, and maintain a [solar
photovoltaic] [battery storage] system at the above-referenced premises which [PURCHASER] leases from you
pursuant to the Lease. By signing below and returning this letter to us, you confirm that:
1. The [solar photovoltaic] [battery storage] system and the renewable energy (including environmental
credits and related attributes) produced by the system are personal property, and shall not be considered the property
personal or otherwise) of [LANDLORD] upon installation of the system at the premises. Landlord consents to the
filing by Provider of a disclaimer of the System as a fixture of the Premises in the office where real estate records are
customarily filed in the jurisdiction of the Premises.
2. Provider or its designee (including finance providers) shall have the right without cost to access the
premises in order to install, operate, inspect, maintain, and remove the [solar photovoltaic] [battery storage] system.
LANDLORD] will not charge Purchaser or Provider any rent for such right to access the premises.
3. [LANDLORD] has been advised that the finance providers for the [solar photovoltaic] [battery storage]
system have a first priority perfected security interest in the system. Provider and the finance providers for the [solar
photovoltaic] [battery storage] system (including any system lessor or other lender) are intended beneficiaries of
LANDLORD]'s agreements in this letter.
4. [LANDLORD] will not take any action inconsistent with the foregoing.
We thank you for your consideration of this opportunity and we look forward to working with you m our
environmental campaign to increase the utilization of clean, renewal energy resources .
Acknowledged and agreed by:
LANDLORD]
By: ________ _
Name:
Title:
Very truly yours,
IPURCHASER]
By:. __________ _
Name:
Title:
Page 22 of26
Exhibit B
of General Terms and Conditions
Certain Agreements for the Benefit oflhe Financing Parties
Purchaser acknowledges that Provider will be receiving financing accommodations from one or more Financing
Parties and that Provider may sell or assign the System or this Agreement and/or may secure Provider's obligations
by, among other collateral, a pledge or collateral assignment of this Agreement and a first security interest in the
System. In order to facilitate such necessary sale, conveyance, or financing, and with respect to any such Financing
Party, Purchaser agrees as follows:
a) Consent to Collateral Assignment. Purchaser consents to either the assignment, sale or conveyance to a
Financing Party or the collateral assignment by Provider to a Financing Party, of Provider's right, title and interest in
and to this Agreement.
b) otices of Default. Purchaser will deliver to the Financing Party, concurrently with delivery thereof to
Provider, a copy of each Notice of default given by Purchaser under this Agreement, inclusive of a reasonable
description of Provider default. No such Noticewill be effective absent delivery to the Financing Party. Purchaser
will not mutually agree with Provider to cancel, modify or terminate this Agreement without the written consent of
the Financing Party, however, this provision shall not be interpreted to limit any termination rights of either Party as
set forth in the Agreement.
c) Rights Upon Event of Default. Notwithstanding any contrary term of this Agreement:
i. The Financing Party shall be entitled to exercise, in the place and stead of Provider, any and all rights
and remedies of Provider under this Agreement in accordance with the terms of this Agreement and only in the event
of Provider's or Purchaser's default. The Financing Party shall also be entitled to exercise all rights and remedies of
secured parties generally with respect to this Agreement and the System.
ii. The Financing Party shall have the right, but not the obligation, to pay all sums due under this Agreement
and to perform any other act, duty or obligation required of Provider thereunder or cause to be cured any default of
Provider thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the
Financing Party to cure any default of Provider under this Agreement or (unless the Financing Party has succeeded to
Provider's interests under this Agreement) to perform any act, duty or obligation of Provider under this Agreement,
but Purchaser hereby gives it the option to do so.
iii. Upon the exercise ofremedies under its security interest in the System, including any sale thereof by the
Financing Party, whether by judicial proceeding or under any power of sale contained therein, or any conveyance
from Provider to the Financing Party (or any assignee of the Financing Party) in lieu thereof, the Financing Party shall
give Noticeto Purchaser of the transferee or assignee of this Agreement. Any such exercise of remedies shall not
constitute a default under this Agreement.
iv. Upon any default not reasonably susceptible to cure by a Finance Party, including, without limitation,
rejection or other termination of this Agreement pursuant to any process undertaken with respect to Provider under
the United States Bankruptcy Code, at the request ofthe Financing Party made within ninety (90) days of such default,
Purchaser shall enter into a new agreement with the Financing Party or its designee having the same terms and
conditions as this Agreement.
d) Right to Cure.
i. Purchaser will not exercise any right to terminate or suspend this Agreement unless it shall have given
the Financing Party prior written Notice by sending Noticeto the Financing Party ( at the address provided by Provider)
of its intent to terminate or suspend this Agreement, specifying the condition giving rise to such right, and the
Financing Party shall not have caused to be cured the condition giving rise to the right of termination or suspension
within thirty (30) days after such Notice or (if longer) the periods provided for in this Agreement. The Parties agree
that the cure rights described herein are in addition to and apply and commence following the expiration of any Notice
Page 23 of26
and cure period applicable to Provider The Parties respective obligations will otherwise remain in effect during any
cure period; provided, if such Provider default reasonably cannot be cured by the Financing Party within such period
and the Financing Party commences and continuously pursues cure of such default within such period, such period
for cure will be extended for a reasonable period oftime under the circumstances, such period not to exceed additional
ninety (90) days.
ii. If the Financing Party (including any purchaser or transferee), pursuant to an exercise ofremedies by the
Financing Party, shall acquire title to or control of Provider's assets and shall, within the time periods described in
Sub-section (c)(i). above , cure all defaults under this Agreement existing as of the date of such change in title or
control in the manner required by this Agreement and which are capable of cure by a third person or entity, then such
person or entity shall no longer be in default under this Agreement, and this Agreement shall continue in full force
and effect.
Page 24 of26
Exhibit C
of General Conditions
Requirements Applicable to the lnstalJation Work
Section B. l Prohibition Against Use of Tobacco. All properties and facilities owned, leased, or operated by the
Purchaser are tobacco-free work places. No person on, at or in any Purchaser-controlled property or facility, including,
without limitation, the Premises, may smoke, chew or otherwise use tobacco products. Provider shall be responsible
for: (i) informing any and all persons present on or at the Premises on account of the Installation Work about the
Purchaser's tobacco-free policy; and (ii) strictly enforcing such policy with respect to the Premises. The Purchaser,
Provider, and each Subcontractor shall require that any person present on or at the Premises on account of the
Installation Work who violates such policy must permanently leave the Premises and shall prohibit such person from
thereafter being present or performing any of the Installation Work on or at the Premises.
Section B.2 Prohibition Against Use of Drugs.
a) Purchaser Drug-Free Pol icv. All properties and facilities owned, leased or operated by the Purchaser
are drug-free work places. No person on, at or in any Purchaser-controlled property or facility, including, without
limitation, the Premises, may: (i) engage in the unlawful manufacture, dispensation, possession or use, including being
under the influence, of any controlled substance, (ii) possess or use any alcoholic beverage, or (iii) use any substance
which may cause significant impairment of normal abilities. Provider shall be responsible for: (i) informing any and
all persons present on or at the Premises on account of the Installation Work about the Purchaser's drug-free policy;
and (ii) strictly enforcing such policy with respect to the Premises. The Purchaser, Provider, and each Subcontractor
shall require that any person present on or at the Premises on account ofthe Installation Work who violates such policy
must permanently leave the Premises and shall prohibit such person from thereafter being present or performing any
of the Installation Work on or at the Premises.
b) Drug-Free Workplace Certification. Provider is hereby made subject to the requirements of
Government Code Sections 8350 et seq., the Drug-Free Workplace Act of 1990.
Section B.3 Compliance with Labor Requirements. The Installation Work is a "public works" project as defined
in Section 1720 of the California Labor Code ("Labor Code") and made applicable pursuant to Section 1720.6 of the
Labor Code. Therefore, the Installation Work is subject to applicable provisions of Part 7, Chapter 1, of the Labor
Code and Title 8 of the California Code of Regulations, Section 16000 et seq. (collectively, "Labor Law"). Provider
acknowledges that, as provided by Senate Bill 854 (Stats. 2014, Ch. 28), the Project is subject to labor compliance
monitoring and enforcement by the California Department of Industrial Relations ("DIR").
Section B.4 Compliance with Labor Code Requirements. Provider must be, and shall be deemed and construed
to be, aware of and understand the requirements of the Labor Law that require the payment of prevailing wage rates
and the performance of other requirements on public works projects. Provider, at no additional cost to the Purchaser,
must: (i) comply with any and all applicable Labor Law requirements, including, without limitation, requirements for
payment of prevailing wage rates, inspection and submittal ( electronically, as required) of payroll records, interview( s)
of workers, et cetera; (ii) ensure that its Subcontractors are aware of and comply with the Labor Law requirements;
iii) in connection with Labor Law compliance matters, cooperate with the DIR, the Purchaser and other entities with
competent jurisdiction; and (iv) post all job-site Notices required by law in connection with the Installation Work,
including, without limitation, postings required by DIR regulations. A Subcontractor that has been debarred in
accordance with the Labor Code, including, without limitation, pursuant to Sections 1777.1 or 1777.7, is not eligible
to bid on, perform, or contract to perform any portion of the Installation Work. Wage rates for the Installation Work
shall be in accordance with the general prevailing rates of per-diem wages determined by the Director of Industrial
Relations pursuant to Labor Code Section l 770. The following Labor Code sections are by this reference incorporated
into and are a fully operative part of the Contract, and Provider shall be responsible for compliance therewith:
a) Section 1735: Anti-Discrimination Requirements;
Page 25 of26
b) Section 1775: Penalty for Prevailing Wage Rate Violations;
c) Section 1776: Payroll Records;
d) Sections 1777.5,1777.6 and 1777.7: Apprenticeship Requirements;
e) Sections 1810 through 1812: Working Hour Restrictions;
t) Sections 1813 and 1814: Penalty for Failure to Pay Overtime; and
g) Section 1815: Overtime Pay .
Section B.5 Requirements for Payroll Records. Provider must comply with all applicable provisions of Labor
Code Sections 1776 and 1812, which relate to preparing and maintaining accurate payroll records, and making such
payroll records available for review and copying by the Purchaser, the DIR Division of Labor Standards Enforcement,
and the DIR Division of Apprenticeship Standards. The payroll records must be certified and made available as
required by Labor Code Section 1776.
Section B.6 Contractor Registration. On and after March 1, 2015, no contractor may bid on a public works
project unless the contractor is, and no subcontractor may be listed in any bid for a public works project unless the
subcontractor is, currently registered with the DIR and qualified to perform public work pursuant to Labor Code
Section 1725.5. On and after April 1, 2015, no contractor or subcontractor may be awarded a contract for work on a
public works project or may perform any work on a public works project, unless the contractor or subcontractor is
currently registered with the DIR and qualified to perform public work pursuant to Labor Code Section 1725.5. It is
not a violation of Labor Code Section 1725.5 for an unregistered contractor to submit a bid authorized by Business
and Professions Code Section 7029.l or Public Contract Code Section 20103.5, if the contractor is registered at the
time the contract is awarded.
Section B.7 Permits and Licenses. Without limiting anything set forth in Section B.7 of this Exhibit C, Provider,
its Subcontractors, and all of their respective employees and agents: (i) shall secure and maintain in force at all times
during the performance ofthe Installation Work such licenses and permits as are required by law; and (ii) shall comply
with all federal and State, and County laws and regulations, and other governmental requirements applicable to the
System or the Installation Work. Provider or its subcontractors shall obtain and pay for all permits and licenses
required for the performance of, or necessary in connection with, the Installation Work, and shall give all necessary
Notices and deliver all necessary certificates to the Purchaser, and shall pay all royalties and license fees arising from
the use of any material, machine, method or process used in performing the Installation Work. Provider shall be solely
responsible for all charges, assessments and fees payable in connection with any such licenses, permits, materials,
machines, methods, and processes.
Section B.8 Protection of Mfoor-Aged Students. Provider, in conformance with Education Code Section
45125 .1, shall require and be responsible for ensuring compliance by each and every person who will be on or at the
Premises in connection with the construction, maintenance, operation or other purposes related to the System with all
California Department of Justice guidelines and requirements relating to fingerprinting and criminal-history
background checks , regardless of whether Section 45125.1 otherwise by its terms would apply to any such activities.
In the event Education Code Section 45125.1 is repealed or superseded, Provider, following receipt of written Notice
from the Purchaser, shall comply with such successor or other requirements as determined by the Purchaser in its
reasonable discretion. The Purchaser, in its discretion, may exempt in writing any person(s) from the foregoing
requirements if Provider makes alternative arrangements for supervision of such person(s) that are acceptable to the
Purchaser in its sole discretion.
Page 26 of26
ENERGY SERVICES AGREEMENT-SOLAR
City Center
This Energy Services Agreement ("Agreement") is made and entered into as of this .;l.~ay of ~"e., 2024 (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 City of Rohnert Park, A
Municipal Corporation ("Purchaser"; and, together with Provider, each, a"~" 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. California Government Code sections 4217.10 et seq. authorizes a public entity to enter into energy service
contracts, facility financing contracts, and related agreements to implement the State's conservation and
alternative energy supply source policy;
D. Purchaser's governing body has made those findings required by Government Code section 4217.12 that the
anticipated cost to the Purchaser for Energy Services provided by the System under this Agreement is
expected to be less than the anticipated marginal cost to the Purchaser of electrical energy that would have
been consumed by Purchaser in the absence of its purchase of the Energy Services;
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~~c.1-45 2024 ("General Tenns 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:
I . Lncorporation 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:
CONFIDENTIAL AND PROPRIETARY
Schedule l Description of the Premises, System and Subsidy
Schedule 2 Energy Services Payment
Schedule 3 Early Termination Fee
Schedule 4 Estimated Annual Production
Schedule 5 Notice Information
Schedule 6 Reserved
Schedule 7 Specific Items for Scope of Work
Schedule 8 Site Diagram
Schedule 9 Acknowledgment ofUoe:rades, Schedule or Scope Change
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.
5. Milestone Dates.
6.
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, and the Purchaser has completed construction within the area of
solar development (as indicted in Schedule 9). In the event that the Local Electric Utility is not
prepared to commence construction on required upgrades, if any are required, or the Purchaser 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.
5 .2 The Guaranteed Commercial Operation Date is: (i) 60 days from the date on which the Local Electric
Utility authorizes Provider to schedule an inspection to energize the System after confirming
completion of installation, and testing, or (ii) April 14, 2026, whichever occurs later.
5 .3 Extensions. The Guaranteed Construction Date and the Guaranteed Commercial Operation Date and
related damages provisions and termination rights in Section 2 of the General Terms and Conditions,
will be extended by the number of days, equal to the duration of delays in construction or the
commencement of operation ofthe System due to Force Majeure Events, delays caused by the Local
Electric Utility, provided any such delay is beyond the control of Provider and is not the result of
the fault or negligence of Provider (including but not limited to Provider's failure to provide a
timely, complete application to the Local Electric Utility or to respond to Local Electric Utility
requests for information) ("Local Electric Utility Delay"), delays caused by the Authority Having
Jurisdiction ("AHJ Delay"), or failure of Purchaser to timely perform its obligations hereunder. The
number of days of such extension will be calculated from the date on which the Force Majeure
Event, Local Electric Utility Delay, AHJ Delay, or Purchaser's failure to perform occurs, as long as
Provider has given Purchaser, as applicable, (i) notice of the Force Majeure Event in accordance
with Section 10.2 of the General Terms and Conditions, or (ii) prompt notice of any failure to
perform or Local Electric Utility Delay or AHJ Delay that is delaying construction or
commencement of operation of the System.
Purchase Requirement; Energy Services Payment. "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 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.
2
CONFIDENTIAL AND PROPRIETARY
7. Net Energy Metering.
7.1 The Parties acknowledge that the pricing assumes Net Energy Metering (NEM) 2.0 for the Initial Term. If
i) Provider fails to submit interconnection applications by April 14, 2023, or (ii) 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 CPUC 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 ofNEM 2.0 grandfathering, Purchaser shall have no such termination
right. 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 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).
9. Minimum Guaranteed Outpul. 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 "Minjmum 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
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.
3
CONFIDENTIAL AND PROPRIETARY
10. 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 Dis.ruption 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.
11. Distribution Upgrades, Scope and Schedule Changes .
11. 1 For any distribution upgrades required or changes to the scope oflnstallation Work made 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 (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 Guaranteed 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 2.2(b) 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 Guaranteed Construction
Start Date and/or Guaranteed Commercial Operation Date;
11.3 For any extensions that are not made pursuant to Section 2.2(b) of the General Conditions, Provider
may request extensions to the Guaranteed 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 Guaranteed Construction Start Date and/or Guaranteed Commercial Operation Date.
For the avoidance of doubt, Purchaser designates Public Works Director as authorized to execute the
acknowledgment form attached hereto as Schedule 9 provided the terms of such acknowledgment comply with this
Section 11.
12. 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.
13 . 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.
4
CONFIDENTIAL AND PROPRIETARY
IN WITNESS WHEREOF and in confinnation 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:
FFP BTM SOLAR, LLC
Ruben nmte rBy. Rb f«itn,fll'INJi)Jt l>L f'D f"
Name: Ruben Fontes
Title: President
Date:
06/20/2024
PURCHASER:
CITY OF ROHNERT PARK
By: _____ -=--~---
Name: Mo.rce.\o.. f,~-rv.,
Title: C ;~ M~a..~et"
Date:
5
I.
II.
CONFIDENTIAL AND PROPRIETARY
SCHEDULES
Schedule 1-Description of the Premises, System and Subsidy
A. Premises 500 City Center Dr
Rohnert Park, CA 94928
Site diagram attached: XYes No
Behind the meter, grid interconnected , canopy mounted solar .
B. DescriQtioo of Solar Sy stem
Solar System Size: 679.77kW (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. AnticiQated Subsidv or
Rebate $0
Schedule 2-Energy Services Payment
Purchaser shall pay to Provider a monthly payment (the' E ne rgy Servi ces Pa yment') 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 Mon thl y Produ cti on" 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:
PP A Rate Table
Term kWh Rate Term $/kWh Rate
Year ($/kWh) Year ($/kWh)
1 $0 .2532 11 $0.2532
2 $0 .2532 12 $0.2532
3 $0 .2532 13 $0.2532
4 $0 .2532 14 $0.2532
5 $0 .2532 15 $0 .2532
6 $0 .2532 16 $0 .2532
7 $0 .2532 17 $0.2532
8 $ 0.2532 18 $0.2532
9 $0.2532 19 $0.2532
10 $0 .2532 20 $0.2532
6
CONFIDENTIAL AND PROPRIETARY
Distributio 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:
a. Purchaser will pay the entire amount of such distribution upgrade costs, and the kWh rate as stated
in PP A 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 upgrade costs, the kWh rate in PPA Rate Table
will increase $0.0009 per kWh.
Scope Changes OTC Eligible): If changes in project scope occur that are eligible for the Federal Investment
Tax Credit (such as but not limited to 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:
a. Purchaser will pay the entire amount of such associated costs, and the kWh rate as stated in PPA
Rate Table will remain unchanged.
b. For every $0.01 per watt DC of such associated costs, the kWh rate in PPA Rate Table will increase
0.0007 per kWh.
Scope Changes ( on-ITC Eligible): If changes in project scope occur that are not eligible for the Federal
Investment Tax Credit (such as but not limited to 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 ofreceipt ofnotice from
Provider reasonably substantiating the associated costs, Purchaser will provide written notice to Provider of
Purchaser's election of one of the following options:
c. Purchaser will pay the entire amount of such associated costs, and the kWh rate as stated in PP A
Rate Table will remain unchanged.
d. For every $0.01 per watt DC of such associated costs, the kWh rate in PPA Rate Table will increase
0.0011 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$0.0336 the Provider has the option to terminate this Agreement and to
remove the System pursuant to Section 2.4 of the General Conditions. In no event shall Purchaser be responsible for
costs that exceed the stated kWh Rate increase.
7
CONFIDENTIAL AND PROPRIETARY
III. Schedul e 3 -Early Termination Fee
The Early Tennination Fee with respect to the System under this Agreement shall be calculated in accordance
with the following:
Early Column 1 Purchase Date Occurs on the Column2
Termination Early Termination Fee 91'1 day following: Early Termination Fee
Occurs in Year: where Purchaser does fil!! (Each "Anniversary" below where Purchaser takes
take Title to the System shall refer to the anniversary Title to the System
Wdc including costs of of the Commercial Operation ($/Wdc, does not include
removal) Date) costs of removal)
l* $6.79 --
2 $6.27 --
3 $5.69 --
4 $5.20 --
5 $4.76 --
6 $4.33 5th Ann iv ersary $3.83
7 $4.25 6th Ann iversary $3.75
8 $4 .21 7th Anniversary $3 .71
9 $4.18 8th Anni versary $3 .68
10 $4.14 9th An n iversary $3.64
11 $4.11 10 th Anniversary $3 .61
12 $4.07 11 th Anniversary $3.57
13 $4.04 I 2th Anniversary $3.54
14 $4.00 13 th Anniversary $3.50
15 $3.97 14th Anniversary $3.47
16 $3.94 15 th Anniversary $3.44
17 $3.90 16th Anniversary $3.40
18 $3.87 17th Anniversary $3 .3 7
19 $3.84 18 th Anniversary $3 .34
20 $3.81 19 th Anniversary $3.31
At Expiration (the end of the Initial Term), the amount in Column 1 shall be deemed to be zero (0).
Includes Early Tennination prior to the Commercial Operation Date.
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)
l 982,268 11 93 4,245
2 977 ,356 12 929,573
3 972 ,470 13 924,926
4 967 ,607 14 920 ,301
5 962,769 15 915 ,699
6 957 ,955 16 911,121
7 953 ,166 17 906 ,565
8 948,400 18 902,033
9 943 ,658 19 897,522
10 938,939 20 893 ,035
8
CONFIDENTIAL AND PROPRIETARY
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 l 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:
City to fill in
c;~ JI.-~\-\"'en-fo.r\:..
Afro'. c..~~ C.\e.c~.S o.w.·\C'.L
A"~ A...,eY''-'L
tt.M"" yM" \.c-' cA C\ '{I\ :J-8
VI. Schedule 6 -Reserved
Provider:
FFP BTM Solar, LLC
c/o Forefront Power, LLC
Attn: Director, Energy Services
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
l 00 Montgomery St., Suite 725
San Francisco, CA 94104
Email: FPLegal@forefrontpower.com
Financing Party:
To be provided by Provider when known]
VII. Schedule 7 -Specific Items for Scope of Work
1.1 . 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.
1.2. 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.
1.3. 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 IO days, Provider shall construe this as
acceptance and approval.
9
CONFIDENTIAL AND PROPRIETARY
1.4. Solar arrays will be canopy height of 10' minimum clearance and with a painted finish.
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
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. Purchaser
shall be responsible for the costs associated with tree studies, arborist surveys, tree removal
permits, afforestation, or reforestation for any trees removed. Purchaser can elect to address the
additional scope itself, or require that Provider address it through the change order process
described in Schedule 2. Irrigation re-routing shall not be the responsibility of the Provider.
1.6. Provider intends to interconnect the System to Purchaser-owned 480V service conductors or
service equipment 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 determined necessary by the Local Electric Utility.
1.8. Provider shall be responsible for verifying and understanding existing 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 oftravel. 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.
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).
l. 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. Purchaser is responsible for unforeseen underground conditions including utilities not
discoverable by industry standard methodologies.
10
CONFIDENTIAL AND PROPRIETARY
1.13 . Provider agrees to construct the System in no more than 1 construction phase, and that 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.
1.14. Provider shall be responsible for all inspection and inspector costs associated with the
installation of the system.
1.15. 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.
1.16. Provider assumes that existing grade is level and that no grading is required in support of
System installation.
1.17. Provider assumes that there is a water source on site, and available for Provider's use.
1.18. Provider assumes Risk Level I Best Management Practices as it relates to relevant Storm water
Protection Plan assumptions for the installation of the System .
11
CONFIDENTIAL AND PROPRIETARY
VIII. Schedule 8 -Site Diagram
12
CONFIDENTIAL AND PROPRIETARY
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 DA TE] (the "Acknowledgment Effective Date").
2.
Type of Change:
D Distribution Upgrades
0 Scope Changes (ITC Eligible)
D Scope Changes (Non-ITC Eligible)
0 Day for Day Extension
D Extension for Good Cause
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 RA TE OR ETF THEN DELETE]
INSERT UPDATED KWH RA TE 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 Guaranteed Construction Start Date and Guaranteed Commercial Operation Date [IF NO IMPACT TO
CLIFF DA TES THEN DELETE]
The Parties hereby agree that the Guaranteed Construction Start Date and the Guaranteed Commercial Operation
Date as defined in the Agreement are updated as follows:
Guaranteed 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] FFP BTM Solar, LLC
By: By:
Name: Name:
Title: Title:
13
City of Rohnert Park -Civic Center -ForeFront
Power
Final Audit Report
Created:
By:
Status:
Transaction ID:
2024-06-19
Kelsey Nguyen (kbracewell@rpcity.org)
Signed
CBJCHBCAABAA4_68k2h6u_EZTG8AxbKnstWkzONGW4KK
2024- 06-20
City of Rohnert Park -Civic Center -ForeFront Power" History
Document created by Kelsey Nguyen (kbracewell@rpcity.org)
2024-06-19-0:18:15 AM GMT
Document emailed to Ruben Fontes (rfontes@forefrontpower.com) for signature
2024-06-19-0:18:20 AM GMT
Email viewed by Ruben Fontes (rfontes@forefrontpower.com)
2024-06-19-0:19:09 AM GMT
0"0 Document e-signed by Ruben Fontes (rfontes@forefrontpower.com)
Signature Date: 2024-06-20 -4 :28 :41 PM GMT -Time Source: server
0 Agreement completed.
2024-06-20 - 4:28:41 PM GMT
a Adobe Acrobat Sign
ENERGY SERVICES AGREEMENT-SOLAR
Callinan Sports & Fitness Center
This Energy Services Agreement ("Agreement") is made and entered into as of this a.~ay of J"1.1.W\e,., 2024 (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 City of Rohnert Park. A
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. California Government Code sections 4217.10 et seq. authorizes a public entity to enter into energy service
contracts, facility financing contracts, and related agreements to implement the State's conservation and
alternative energy supply source policy;
D. Purchaser's governing body has made those findings required by Government Code section 4217.12 that the
anticipated cost to the Purchaser for Energy Services provided by the System under this Agreement is
expected to be less than the anticipated marginal cost to the Purchaser of electrical energy that would have
been consumed by Purchaser in the absence of its purchase of the Energy Services;
E. Provider and Purchaser acknowledged those certain General Terms and Conditions of E nergy Services
Agreement between FFP BTM Solar, LLC and Purchaser dated as of 11,1,f'f.i; 2024 ("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:
I . 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:
CONFIDENTIAL AND PROPRIETARY
Schedule 1 Description of the Premises, System and Subsidy
Schedule 2 Energy Services Payment
Schedule 3 Early Termination Fee
Schedule 4 Estimated Annual Production
Schedule 5 Notice Information
Schedule 6 Reserved
Schedule 7 Specific Items for Scope of Work
Schedule 8 Site Diagram
Schedule 9 Acknowledgment ofUogrades , Schedule or Scope Change
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.
S. 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, and the Purchaser has completed construction within the area of
solar development (as indicted in Schedule 9). In the event that the Local Electric Utility is not
prepared to commence construction on required upgrades, if any are required, or the Purchaser 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.
5 .2 The Guaranteed Commercial Operation Date is: (i) 60 days from the date on which the Local Electric
Utility authorizes Provider to schedule an inspection to energize the System after confirming
completion of installation, and testing, or (ii) April 14, 2026, whichever occurs later.
5.3 Extensions. The Guaranteed Construction Date and the Guaranteed Commercial Operation Date and
related damages provisions and termination rights in Section 2 of the General Terms and Conditions,
will be extended by the number of days, equal to the duration of delays in construction or the
commencement of operation ofthe System due to Force Majeure Events, delays caused by the Local
Electric Utility, provided any such delay is beyond the control of Provider and is not the result of
the fault or negligence of Provider (including but not limited to Provider's failure to provide a
timely, complete application to the Local Electric Utility or to respond to Local Electric Utility
requests for information) {"Local Electric Utility Delay"), delays caused by the Authority Having
Jurisdiction ("AHJ Delay"), or failure of Purchaser to timely perform its obligations hereunder. The
number of days of such extension will be calculated from the date on which the Force Majeure
Event, Local Electric Utility Delay, AHJ Delay, or Purchaser's failure to perform occurs, as long as
Provider has given Purchaser, as applicable, (i) notice of the Force Majeure Event in accordance
with Section 10.2 of the General Terms and Conditions, or (ii) prompt notice of any failure to
perform or Local Electric Utility Delay or AHJ Delay that is delaying construction or
commencement of operation of the System.
6. Purchase Requiremen t: Energy Services Payment. "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 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.
2
CONFIDENTIAL AND PROPRIETARY
7. Net Energ y Meterin g.
7.1 The Parties acknowledge that the pricing assumes Net Energy Metering (NEM) 2.0 for the Initial Term. If
i) Provider fails to submit interconnection applications by April 14, 2023, or (ii) 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 CPUC 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 ofNEM 2.0 grandfathering, Purchaser shall have no such termination
right. 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 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 ("Estima te d Annu a l Pr odu cti on').
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).
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 "M inimum G uar ante ed O utput"), 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
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.
3
10.
11.
CONFIDENTIAL AND PROPRIETARY
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) ofthe 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.
Distribution Upgrades, Scope and Schedule Changes.
11.1 For any distribution upgrades required or changes to the scope oflnstallation Work made 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 (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 Guaranteed 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 2.2(b) 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 Guaranteed Construction
Start Date and/or Guaranteed Commercial Operation Date;
11.3 For any extensions that are not made pursuant to Section 2.2(b) of the General Conditions, Provider
may request extensions to the Guaranteed 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 Guaranteed Construction Start Date and/or Guaranteed Commercial Operation Date.
For the avoidance of doubt, Purchaser designates Public Works Director as authorized to execute the
acknowledgment form attached hereto as Schedule 9 provided the terms of such acknowledgment comply with this
Section 11.
12. 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.
13. 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.
4
CONFIDENTIAL AND PROPRIETARY
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:
FFP BTM SOLAR, LLC
1,1.ben TrmterBy. RubenFontes[JunJ0,202~0929PDTJ
Name: Ruben Fontes
Title: President
Date:
06/20/2024
PURCHASER:
CITY OF ROHNERT PARK
By: _________ _
Name: M.o.rulA. f, ~('GI.
Title: C ;~ M°""o..~«-
Date:
5
I.
II.
CONFIDENTIAL AND PROPRIETARY
SCHEDULES
Schedule 1 -Description of the Premises, System and Subsidy
A. Premises 5409 Snyder Ln
Rohnert Park, CA 94928
Site diagram attached: XYes No
Behind the meter, grid interconnected, canopy mounted solar.
B. DescriE!tion of Solar Svstem
Solar System Size: 139.23 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. AnticiE!ated Subsidv or
Rebate $0
Schedule 2 -E nergy Services Payment
Purchaser shall pay to Provider a monthly payment (the "Energy Services Paym ent") 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 Mon thly Product io n" 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:
PP A Rate Table
Term kWh Rate Term $/kWh Rate
Year ($/kWh) Year ($/kWh)
I $0.3647 11 $0.3647
2 $0.3647 12 $0.3647
3 $0.3647 13 $0.3647
4 $0.3647 14 $0.3647
5 $0.3647 15 $0.3647
6 $0.3647 16 $0.3647
7 $0.3647 17 $0.3647
8 $0.3647 18 $0.3647
9 $0.3647 19 $0.3647
10 $0.3647 20 $0.3647
6
CONFIDENTIAL AND PROPRIETARY
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:
a. Purchaser will pay the entire amount of such distribution upgrade costs, and the kWh rate as stated
in 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 upgrade costs, the kWh rate in PPA Rate Table
will increase $0.0009 per kWh.
Scope Changes (ITC Eligible): If changes in project scope occur that are eligible for the Federal Investment
Tax Credit (such as but not limited to 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:
a. Purchaser will pay the entire amount of such associated costs, and the kWh rate as stated in PPA
Rate Table will remain unchanged.
b. For every $0.01 per watt DC of such associated costs, the kWh rate in PPA Rate Table will increase
0.0007 per kWh.
Scope Changes (Non-ITC Eligibl.e): If changes in project scope occur that are not eligible for the Federal
Investment Tax Credit (such as but not limited to 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 ofreceipt ofnotice from
Provider reasonably substantiating the associated costs, Purchaser will provide written notice to Provider of
Purchaser's election of one of the following options:
c. Purchaser will pay the entire amount of such associated costs, and the kWh rate as stated in PPA
Rate Table will remain unchanged.
d. For every $0.01 per watt DC of such associated costs, the kWh rate in PPA Rate Table will increase
0.0011 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$0.1446 the Provider has the option to terminate this Agreement and to
remove the System pursuant to Section 2.4 of the General Conditions. In no event shall Purchaser be responsible for
costs that exceed the stated kWh Rate increase.
7
III.
CONFIDENTIAL AND PROPRIETARY
Schedule 3 -Early Termination Fee
The Early Termination Fee with respect to the System under this Agreement shall be calculated in accordance
with the following:
Early Column 1 Purchase Date Occurs on the Column 2
Termination Early Termination Fee 915 1 day following: Early Termination Fee
Occurs in Year: where Purchaser does not (Each "Anniversary" below where Purchaser takes
take Title to the System shall refer to the anniversary Title to the System
Wdc including costs of of the Commercial Operation ($/Wdc, does not include
removal) Date) costs of removal)
l* $5.28 --
2 $4.86 --
3 $4.58 --
4 $4.38 --
5 $4.21 --
6 $4.03 5th Anniversary $3.53
7 $3.96 6th Anniversary $3.46
8 $3.88 7th Anniversary $3.38
9 $3.80 8th Anniversary $3.30
10 $3.71 9th Anniversary $3.21
11 $3.62 10th Anniversary $3.12
12 $3.52 11 th Anniversary $3.02
13 $3.42 12 th Anniversary $2.92
14 $3.32 13 th Anniversary $2.82
15 $3.21 14 th Anniversary $2.71
16 $3.09 I 5th Anniversary $2.59
17 $2.97 16th Anniversary $2.47
18 $2.85 17th Anniversary $2.35
19 $2.71 18 th Anniversary $2.21
20 $2.57 19th Anniversary $2.07
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.
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)
1 205 ,921 11 195 ,854
2 204,892 12 194,874
3 203,867 13 193,900
4 202,848 14 192,931
5 201,834 15 191,966
6 200,824 16 191,006
7 199,820 17 190,051
8 198,821 18 189 ,101
9 197 ,827 19 188 ,155
10 196 ,838 20 187,215
8
CONFIDENTIAL AND PROPRIETARY
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:
City to fill in
c;~ ~ (l..o'n~er½-f~~
A.Jrrf\·, c.i-\-~ C\er~ .... s oW,c~
0 A-,ro-YV\ A" U'\u.e.
P.o~n u+ fo.c-~l cA Gt~~c2S
VI. Schedule 6 -Reserved
Provider:
FFP BTM Solar, LLC
c/o Forefront Power, LLC
Attn: Director, Energy Services
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]
VII. Schedule 7 -Specific Items for Scope of Work
1.1. 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.
1.2. 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.
1.3 . 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.
9
CONFIDENTIAL AND PROPRIETARY
1.4. Solar arrays will be canopy height of l O' minimum clearance and with a painted finish .
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
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. Purchaser
shall be responsible for the costs associated with tree studies, arborist surveys, tree removal
permits, afforestation, or reforestation for any trees removed . Purchaser can elect to address the
additional scope itself, or require that Provider address it through the change order process
described in Schedule 2. Irrigation re-routing shall not be the responsibility of the Provider.
1.6. Provider intends to interconnect the System to Purchaser-owned 208V service conductors or
service equipment 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. Purchaser shall provide sufficient space for an
interconnection transformer in a mutually-acceptable location.
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 determined necessary by the Local Electric Utility.
1.8. Provider shall be responsible for verifying and understanding existing 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 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
1O' 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.
l.12. Purchaser is responsible for unforeseen underground conditions including utilities not
discoverable by industry standard methodologies.
10
CONFIDENTIAL AND PROPRIETARY
1.13 . Provider agrees to construct the System in no more than 1 construction phase, and that 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.
1.14. Provider shall be responsible for all inspection and inspector costs associated with the
installation of the system.
1.15. 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.
1.16. Provider assumes that existing grade is level and that no grading is required in support of
System installation.
1.17. Provider assumes that there is a water source on site, and available for Provider's use.
1.18. Provider assumes Risk Level I Best Management Practices as it relates to relevant Stormwater
Protection Plan assumptions for the installation of the System .
11
VIII. Schedule 8 -Site Diagram
12
CONFIDENTIAL AND PROPRIETARY
FOREFRONT ..,,,.,,..
1'11t" ..
NOT FOR
CONSTRUCTION
Rohnert Part
Calllnan Sports and
Rtnes:s Center
CONFIDENTIAL AND PROPRIETARY
IX. Schedule 9 -Acknowledgment of Upgrades, Schedule or Scope Change
pgrades. 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__J (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:
2.
D Distribution Upgrades
0 Scope Changes (ITC Eligible)
D Scope Changes (Non-ITC Eligible)
D Day for Day Extension
D Extension for Good Cause
Description ofChange
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 RA TE 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. pdated Guaranteed Construction Start Date and Guaranteed Commercial Operation Date [IF NO IMPACT TO
CLIFF DATES THEN DELETE]
The Parties hereby agree that the Guaranteed Construction Start Date and the Guaranteed Commercial Operation
Date as defined in the Agreement are updated as follows:
Guaranteed 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] FFP BTM Solar, LLC
By: By:
Name: Name:
Title: Title:
13
City of Rohnert Park -Callinan -ForeFront
Power
Final Audit Report
Created:
By:
Status:
Transaction ID:
2024-06-19
Kelsey Nguyen (kbracewell@rpcity.org)
Signed
CBJCHBCAABAAMHl6PC2hMlsUDS1 qhVpJDvXIG1 bXNQ9m
2024-06-20
City of Rohnert Park -Callinan -ForeFront Power" History
El Document created by Kelsey Nguyen (kbracewell@rpcity.org)
2024-06-19-0:20 :08 AM GMT
t81. Document emailed to Ruben Fontes (rfontes@forefrontpower.com) for signature
2024-06-19-0:20:13 AM GMT
El Email viewed by Ruben Fontes (rfontes@forefrontpower.com)
2024- 06-19 -0:21 :05 AM GMT
0'9 Document e-signed by Ruben Fontes (rfontes@forefrontpower.com)
Signature Date : 2024-06-20 -4 :29 :14 PM GMT -Time Source : seNer
0 Agreement completed.
2024- 06-20 -4:29:14 PM GMT
II Adobe Acrobat Sign
ENERGY SERVICES AGREEMENT-SOLAR
Spreckels Performing Arts Center
This En.ergy Services Agreement ("Agreement'') is made and entered into as oftbis ~~day of JIA.VIC-, 2024 (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 City of Rohnert Park, A
Municipal Corporation ("Purchaser"; and, together with Provider, each, a "Party" and together, the "Parties").
A.
B.
C.
D.
E.
F.
RECITALS
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;
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;
California Government Code sections 4217. l O et seq. authorizes a public entity to enter into energy service
contracts, facility financing contracts, and related agreements to implement the State's conservation and
alternative energy supply source policy;
Purchaser's governing body has made those findings required by Government Code section 4217.12 that the
anticipated cost to the Purchaser for Energy Services provided by the System under this Agreement is
expected to be less than the anticipated marginal cost to the Purchaser of electrical energy that would have
been consumed by Purchaser in the absence of its purchase of the Energy Services;
Provider and Purchaser acknowledged those certain General Terms and ~ditions of Energy Services
Agreement between FFP BTM Solar, LLC and Purchaser dated as of ~ia..111-, 2024 ("General Terms and
Conditions"), which are incorporated by reference as set forth herein; and
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:
I. 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:
CONFIDENTIAL AND PROPRIETARY
Schedule 1 Description of the Premises , System and Subsidy
Schedule 2 Energy Services Payment
Schedule 3 Early Termination Fee
Schedule 4 Estimated Annual Production
Schedule 5 Notice Information
Schedule 6 Reserved
Schedule 7 Specific Items for Scope of Work
Schedule 8 Site Diagram
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. 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.
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, and the Purchaser has completed construction within the area of solar development (as indicted in
Schedule 9). In the event that the Local Electric Utility is not prepared to commence construction on
required upgrades, if any are required, or the Purchaser 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.
5.2 The Guaranteed Commercial Operation Date is: (i) 60 days from the date on which the Local Electric Utility
authorizes Provider to schedule an inspection to energize the System after confirming completion of
installation, and testing, or (ii) April 14, 2026, whichever occurs later.
5 .3 Extensions. The Guaranteed Construction Date and the Guaranteed Commercial Operation Date and related
damages provisions and termination rights in Section 2 of the General Terms and Conditions, will be
extended by the number of days, equal to the duration of delays in construction or the commencement of
operation of the System due to Force Majeure Events, delays caused by the Local Electric Utility, provided
any such delay is beyond the control of Provider and is not the result of the fault or negligence of Provider
including but not limited to Provider's failure to provide a timely, complete application to the Local Electric
Utility or to respond to Local Electric Utility requests for information) ("Local Electric Utility Delay"),
delays caused by the Authority Having Jurisdiction ("AHJ Delay"), or failure of Purchaser to timely perform
its obligations hereunder. The number of days of such extension will be calculated from the date on which
the Force Majeure Event, Local Electric Utility Delay, AHJ Delay, or Purchaser's failure to perform occurs,
as long as Provider has given Purchaser, as applicable, (i) notice of the Force Majeure Event in accordance
with Section 10.2 of the General Terms and Conditions, or (ii) prompt notice of any failure to perform or
Local Electric Utility Delay or AHJ Delay that is delaying construction or commencement of operation of
the System.
6. Pur chase Requ irement; Energy Services Payment. "Energy Se rv ices " 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 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.
7. e t Energy Me ter in g.
2
8.
9.
10 .
CONFIDENTIAL AND PROPRIETARY
7.1 The Parties acknowledge that the pricing assumes Net Energy Metering (NEM) 2.0 for the Initial Term. If
i) Provider fails to submit interconnection applications by April 14, 2023, or (ii) 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 (8) the CPUC 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 ofNEM 2.0 grandfathering, Purchaser shall have no such termination
right. 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.
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).
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.
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
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.
A llowed 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
3
11.
CONFIDENTIAL AND PROPRIETARY
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.
Distribution Upgrades. Scope and Schedule Changes.
11.1 For any distribution upgrades required or changes to the scope oflnstallation Work made 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 (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 Guaranteed 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 2.2(b) 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 Guaranteed Construction
Start Date and/or Guaranteed Commercial Operation Date;
11.3 For any extensions that are not made pursuant to Section 2.2(b) of the General Conditions, Provider
may request extensions to the Guaranteed 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 Guaranteed Construction Start Date and/or Guaranteed Commercial Operation Date.
For the avoidance of doubt, Purchaser designates Public Works Director as authorized to execute the
acknowledgment form attached hereto as Schedule 9 provided the terms of such acknowledgment comply with this
Section 11.
12. 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.
13. 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.
4
CONFIDENTIAL AND PROPRIETARY
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:
FFP BTM SOLAR, LLC
Rf¢en ronter
By. RubenFontes[Junl0,20240929PDT1
Name: Ruben Fontes
Title: President
Date: 06/20/2024
5
PURCHASER:
CITY OF ROHNERT PARK
By: _________ _
Name: Morc.c.\., ~~1"'a.
Title: C\~ M~~er
Date:
I.
II.
CONFIDENTIAL AND PROPRIETARY
SCHEDULES
Schedule 1-Description of the Premises, Svstem and Subsidy
A. Premises 5405 Snyder Ln
Rohnert Park, CA 94928
Site diagram attached: XYes No
Behind the meter, grid interconnected, canopy mounted solar .
B. Dcscri[!tion of Solar System
Solar System Size: 286.65 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. Antici(!ate d S 11bs idy or
Rebate $0
Schedule 2 -Energy Services Payment
Purchaser shall pay to Provider a monthly payment (the "Energy. Services Pav men t ') 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 "Actua l Mo nth ly Prod uction ' 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:
PP A Rate Table
Term kWh Rate Term $/kWh Rate
Year ($/kWh) Year ($/kWh)
1 $0.2930 11 $0.2930
2 $0.2930 12 $0.2930
3 $0.2930 13 $0.2930
4 $ 0.2930 14 $0.2930
5 $0.2930 15 $0.2930
6 $0.2930 16 $0.2930
7 $0.2930 17 $0.2930
8 $0.2930 18 $0.2930
9 $0.2930 19 $0.2930
10 $0.2930 20 $0.2930
6
CONFIDENTIAL AND PROPRIETARY
Distribution Upgrades . Within thirty (30) days ofreceipt ofnotice 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 ofone of the following options:
a. Purchaser will pay the entire amount of such distribution upgrade costs, and the kWh rate as stated
in PP A 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 upgrade costs, the kWh rate in PPA Rate Table
will increase $0.0009 per kWh .
Scope Changes (ITC Eligible): If changes in project scope occur that are eligible for the Federal Investment
Tax Credit (such as but not limited to 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 ofreceipt 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:
a. Purchaser will pay the entire amount of such associated costs, and the kWh rate as stated in PPA
Rate Table will remain unchanged .
b. For every $0 .01 per watt DC of such associated costs, the kWh rate in PPA Rate Table will increase
0 .0007 per kWh.
Scope Changes (No n-ITC Eli gible ): If changes in project scope occur that are not eligible for the Federal
Investment Tax Credit (such as but not limited to 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 ofreceipt 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 :
c. Purchaser will pay the entire amount of such associated costs , and the kWh rate as stated in PPA
Rate Table will remain unchanged.
d. For every $0.01 per watt DC of such associated costs, the kWh rate in PPA Rate Table will increase
0.0010 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$0.0761 the Provider has the option to terminate this Agreement and to
remove the System pursuant to Section 2.4 of the General Conditions. In no event shall Purchaser be responsible for
costs that exceed the stated kWh Rate increase.
7
III.
CONFIDENTIAL AND PROPRIETARY
Schedule 3 -Early Termination Fee
The Early Tennination Fee with respect to the System under this Agreement shall be calculated in accordance
with the following:
Early Column 1 Purchase Date Occurs on the Column 2
Termination Early Termination Fee 91'1 day following: Early Termination Fee
Occurs in Year: where Purchaser does not (Each "Anniversary" below where Purchaser takes
take Title to the System shall refer to the anniversary Title to the System
Wdc including costs of of the Commercial Operation ($/Wdc, does not include
removal) Date) costs of removal)
l* $7.38 --
2 $6.81 -
3 $6.16 --
4 $5.61 -
5 $5.11 -
6 $4.62 5th Anniversary $4.12
7 $4.52 6t h Anniversary $4.02
8 $4.45 7th Anniversary $3.95
9 $4.39 8th Anniversary $3.89
10 $4 .33 9th Anniversary $3 .83
11 $4.26 10th Anniversary $3.76
12 $4.20 11 th Anniversary $3.70
13 $4.13 12 th Anniversary $3.63
14 $4.06 13 th Anniversary $3.56
15 $3.99 14 th Anniversary $3.49
16 $3.92 15 th Anniversary $3.42
17 $3.85 16th Anniversary $3.35
18 $3.78 17 th Anniversary $3.28
19 $3 .70 18 th Anniversary $3 .20
20 $3.62 19 th Anniversary $3.12
At Expiration (the end of the Initial Term), the amount in Column 1 shall be deemed to be zero (0).
Includes Early Tennination prior to the Commercial Operation Date.
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)
1 414,783 11 394,504
2 412 ,709 12 392 ,531
3 410,645 13 390,569
4 408,592 14 388,616
5 406 ,549 15 386,673
6 404 ,516 16 384,739
7 402,494 17 382 ,816
8 400 ,481 18 380 ,902
9 398,479 19 378 ,997
10 396 ,486 20 377,102
8
V.
CONFIDENTIAL AND PROPRIETARY
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.
Schedule 5 -Notice Information
Purchaser:
City to fill in
C,~ ~ ~Vt"crr ~o..e-~
c~~ C.\ec-~'s ~Ur
o I\.J ro.JM A\J~ \AL..
err \>o..r~, cA C\"tC\a.B
Provider:
FFP BTM Solar, LLC
c/o Forefront Power, LLC
Attn: Director, Energy Services
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
I 00 Montgomery St., Suite 725
San Francisco, CA 94104
Email: FPLegal@forefrontpower.com
Financing Party:
To be provided by Provider when known]
VI. Schedule 6-Reserved
VII. Schedule 7 -Specific Items for Scope of Work
1.1. 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.
1.2. 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.
1.3 . 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 IO days, Provider shall construe this as
acceptance and approval.
9
CONFIDENTIAL AND PROPRIETARY
l.4. Solar arrays will be canopy height of 10' minimum clearance and with a painted finish.
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
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. Purchaser
shall be responsible for the costs associated with tree studies, arborist surveys, tree removal
permits, afforestation , or reforestation for any trees removed . Purchaser can elect to address the
additional scope itself, or require that Provider address it through the change order process
described in Schedule 2. Irrigation re-routing shall not be the responsibility of the Provider.
1.6. Provider intends to interconnect the System to Purchaser-owned 480V service conductors or
service equipment at a mutually agreeable location. Provider assumes that the existing
conductors and service equipment are sufficiently capable ofaccepting 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 determined necessary by the Local Electric Utility.
1.8. Provider shall be responsible for verifying and understanding existing 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 oftravel. 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.
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 parcel s 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 of30". 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 . Purchaser is responsible for unforeseen underground conditions including utilities not
disco verable by industry standard methodologies .
10
CONFIDENTIAL AND PROPRIETARY
1.13 . Provider agrees to construct the System in no more than 1 construction phase, and that 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 .
1.14. Provider shall be responsible for all inspection and inspector costs associated with the
installation of the system.
1.15. 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.
1.16. Provider assumes that existing grade is level and that no grading is required in support of
System installation.
1.17 . Provider assumes that there is a water source on site, and available for Provider's use.
1.18 . Provider assumes Risk Level I Best Management Practices as it relates to relevant Stormwater
Protection Plan assumptions for the installation of the System.
11
VIII. Schedule 8 -Site Diagram
12
CONFIDENTIAL AND PROPRIETARY
FOREFRONT -
NOT FOR
CONSTRUCTION
Rohnerthrk
CaDnan Sports & Flmeu
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Aohnffll'at.CA.949211
CONFIDENTIAL AND PROPRIETARY
IX. Schedule 9 -Acknowledgment of Upgrades, Schedule or Scope Change
pgrades, Scope and/or Schedule Change Acknowledgment
This Acknowledgment is made in accordance with Section IO 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.
2.
Type of Change :
D Distribution Upgrades
0 Scope Changes (ITC Eligible)
0 Scope Changes (Non-ITC Eligible)
D Day for Day Extension
D Extension for Good Cause
Des cription 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 T ermina tion Pee [IF NO IMP ACT TO RA TE OR ETF THEN DELETE]
INSERT UPDATED KWH RA TE AND EARLY TERMINATION FEE TABLE]
4. Es timated Annual Production (IF NO IMPACT TO ESTIMATED ANNUAL PRODUCTION THEN DELETE]
INSERT UPDATED SCHEDULE 4 ESTIMATED ANNUAL PRODUCTION TABLE]
5. Updated Guaranteed Con struction Start Date and Guaranteed Commercial Op eration Date [IF NO IMPACT TO
CLIFF DA TES THEN DELETE]
The Parties hereby agree that the Guaranteed Construction Start Date and the Guaranteed Commercial Operation
Date as defined in the Agreement are updated as follows:
Guaranteed 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] FFP BTM Solar, LLC
By: By:
Name: Name:
Title: Title:
13
City of Rohnert Park -Spreckels -ForeFront
Power
Final Audit Report
Created:
By:
Status :
Transaction ID:
2024- 06-19
Kelsey Nguyen (kbracewell@rpcity.org)
Signed
CBJCHBCAABAAbgr _ 1TlkHBSSmlYudchbgcy2zFiDptF 1
2024- 06-20
City of Rohnert Park -Spreckels -ForeFront Power" History
Document created by Kelsey Nguyen (kbracewell@rpcity.org)
2024-06-19-0:21 :54 AM GMT
Document emailed to Ruben Fontes (rfontes@forefrontpower.com) for signature
2024-06-19 -0:21 :59 AM GMT
Email viewed by Ruben Fontes (rfontes@forefrontpower.com)
2024-06-19-0:22:49 AM GMT
0-e Document e-signed by Ruben Fontes (rfontes@forefrontpower.com)
Signature Date: 2024- 06-20 -4 :29 :51 PM GMT -Time Source : server
9 Agreement completed.
2024-06-20 -4:29 :51 PM GMT
a Adobe Acrobat Sign