HomeMy WebLinkAbout09-04-2018 Item 9 Solar Power Purchase Agreement Meeting Date: 9/4/2018
FROM: Robert Hill, Interim Deputy Director, Office of Sustainability
Prepared By: Chris Read, Sustainability Manager
SUBJECT: AUTHORIZE A SOLAR POWER PURCHASE AGREEMENT WITH
FOREFRONT POWER FOR CITY FACILITIES.
RECOMMENDATION
1. Authorize staff to negotiate a solar power purchase agreement with ForeFront Power for the
design and potential development, operation, and maintenance of solar energy systems at and
for City facilities; and
2. Adopt a resolution making findings on energy savings as required by Govern ment Code
4217.12 (Attachment F); and
3. Authorize the City Manager to enter in to a solar power purchase agreement with ForeFront
Power in a form subject to the approval of the City Attorney; and
4. Authorize the City Manager to enter into Interconnection Agreements to maintain “time of
use” rates for City facilities in a form subject to the approval of the City Attorney
(Attachment G).
DISCUSSION
Background
In June of 2017, the City Council adopted the 2017-2019 Financial Plan, which identifies
Climate Action as a Major City Goal. Task 9 and Task 10 of the Climate Action Major City Goal
Action Plan directs staff to perform energy audits on City-owned facilities and to implement
related energy and cost saving measures and projects.
In April of 2018, the City Council Adopted the Fiscal Health Response Plan (FHRP) to address a
budget shortfall of $8.9 million over the next three years as a result of changing California Public
Employees’ Retirement System (CalPERS) funding requirements. As part of the FHRP, the C ity
committed to “new ways of doing business”, including a commitment to energy efficiency and
investments in sustainable infrastructure with short -term paybacks on investment. The FHRP
identifies future savings as the result of energy efficiency and other resource consumption
reductions.
The City of San Luis Obispo’s Climate Action Plan provides a roadmap for achieving the City’s
adopted 2020 greenhouse gas (GHG) reduction target and provides strategies for reducing
transportation related GHG emissions. T he City of San Luis Obispo Climate Action Plan
Measure “Government Operations 2” directs the City to install renewable energy systems at
appropriate facilities. Additionally, the City’s Conservation and Open Space Element of the
General Plan has a goal of sustainable energy use and calls for the City to increase the use of
renewable resources in City services and facilities (Action 3.6.13) and to promote the use of
renewable energy resources (Action 4.3.4).
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Item 9
Staff reviewed City-owned facilities for solar potential and identified two sites as suitable
candidates based on on-site energy use, access to grid interconnection, and sufficient ground
space: 1) Reservoir 1, a potable water storage facility located east of the City, and 2) the San
Luis Obispo Swim Ce nter at 900 Southwood Drive.
With regard to Reservoir 1, the concept of installing solar at this site was originally envisioned as
part of the initial phase of the Water Energy Efficiency Project involving Pacific Gas & Electric
(PG&E) and approved by Co uncil earlier this year. Progress to date with this site has included
initial design and working with PG&E on a draft interconnection agreement to maintain access to
existing favorable electricity generation tariffs (i.e. time of use rates).
Entering into interconnection agreement s for the Reservoir 1 project , and potentially other City
facilities, would allow the City to maintain access to time of use rates. With a t ime of use rate
structure, the cost of electricity varies throughout the day based on dema nd. This structure
encourages the most efficient energy use and can reduce the overall costs for operation of City
facilities. The draft Interconnection Agreement is provided at Attachment G. With Council
approval, agreements would be further negotiated by City staff, with the final agreement for
execution by the City Manager.
As part of a second round of screening, additional projects may surface as viable candidates, but
have not yet been assessed in detail, including Fire Station #1 at 2160 Santa Barbara Avenue,
and the Bus Yard at 19 Prado Road.
Procurement and Financing Approach
Staff reviewed different procurement and financing mechanisms for installing solar systems.
Included in this review was the analysis of the potential costs and benefits of: 1) system
ownership through financing; 2) system leasing; and 3) power purchase agreements.
Staff concluded that a Power Purchase Agreement (PPA, also referred to as an Energy Service
Agreement or ESA) was the most financially viable mechanism for the pro curement of solar
power without significant capital expenditures. Through a PPA, a third-party solar developer
takes on all responsibility to finance, design, construct, operate, and maintain a solar installation.
The beneficiary (the City in this case) receives and purchases energy at a contractually specified
rate. Under a PPA, PG&E, the local electricity provided, continues to provide electrical services
to the site for any consumption that is not covered by the power generated by the solar
installation. This procurement mechanism also allows the City access to solar installations with
no upfront capital costs and to realize an immediate financial benefit by paying less for energy
produced by the solar installation than what was being paid to PG&E.
“The School Project for Utility Rate Reduction” (SPURR) and ForeFront Power
In the spring of 2018, staff learned of a joint powers authority, referred to as the School Project
for Utility Rate Reduction (SPURR), comprised of over 200 school districts, cities, community
colleges, counties, and other public entities. SPURR has multiple programs that aggregate the
buying power of member agencies to secure competitive pricing and terms for members.
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One of SPURR’s programs, the Renewable Energy Aggregated Procurement (REAP) program,
allows member agencies to leverage SPURR’s competitively bid Request for Proposal (RFP) to
procure solar energy and battery storage services. On July 19, 2017, SPURR invited experienced
solar vendors from around the State to participate in an RFP for solar and battery storage
services, and associated services related to those projects. On October 31, 2017, SPURR
awarded the RFP to ForeFront Power.
SPURR allows any local government in California to participate in the REAP program and to
leverage the public procurement process and competitive terms negotiated therein. The REAP
program has been utilized by numerous local public agencies including the County of San Luis
Obispo, the City of Paso Robles, Paso Robles Joint Unified School Distr ict, Atascadero Unified
School District, and Templeton Unified School District.
Due to the program’s benefits, and the significant time and cost savings associated with not
preparing a separate City RFP, staff have been working with ForeFront Power to de velop
projects, including siting, system size, and financing. Initial work estimating project performance
at Reservoir 1 and at the SLO Swim Center are provided as Attachment A. The standard
ForeFront Power contracts as negotiated by SPURR, and pending Cou ncil direction will be
further negotiated by City staff, are provided as Attachments B and C.
The draft sample PPAs as provided in Attachments B and C have a term of twenty years.
Payments for energy services would occur monthly for energy produced the p rior month.
Beginning at year six of the term, the City has the option to purchase the system outright. At the
end of the 20-year term, the City has the option to renew the PPA, purchase the system, or have
ForeFront Power remove the system at no cost to the City.
Proposed Projects and Estimated Performance
Reservoir 1
The project at Reservoir 1 would consist of 816 kW of ground-mounted solar panels. As the site
is not adjacent to any power consuming meters, the City would participate in PG&E’s
Renewable Energy Self-Generation Bill Credit Transfer (RES-BCT) program, which can benefit
the generation component of a meter elsewhere in the City. The project would save the Water
and Sewer Enterprise Fund s approximately $800,000 over the 20-year life span. A conceptual is
provided at Attachment D.
Including Reservoir 1 in the ForeFront Power project would allow the Utilities Department to
focus the limited funds available towards the remainder of the projects identified in the Water
Energy Efficiency project. This strategy would also allow the City to more quickly realize the
benefits of GHG reduction while eliminating the need for City staff to operate the facility.
SLO Swim Center
The Project at the SLO Swim Center would consist of 150 kW of car port mounted s olar panels.
The site would offset approximately 90 percent of the SLO Swim Center’s electricity use and
would save the General Fund approximately $300 ,000 over the 20-year life span. A conceptual
layout is provided at Attachment E.
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Additional Projects
The additional projects at the Bus Yard and Fire Station #1 are currently under review. Although
the energy use at these sites could support solar installations, and the shade structures would
provide shade to fleet vehicles and equipment, further site chara cteristics (e.g., grid
interconnection potential, future site needs, etc.) must be assessed before a project can be
presented. Should a viable project be identified in these sites, it would be included in the
negotiated PPA with ForeFront Power and SPURR.
Estimated Performance
As illustrated in Table 1, the two potential solar photovoltaic projects, as currently conceived,
would reduce the City‘s electricity expenses by an average of $4,500 per month, for a total 20 -
year savings of $1.1 million. Additiona lly, the projects would provide an annual average
greenhouse gas emissions reduction of 24,000 metric tons of CO 2.
Table 1. Initial Project Characteristics
Site Reservoir 1 SLO Swim Center Corporation/Bus Yard
PPA Rate ($/kWh) $0.1150* $0.150 TBD
Current Rate Paid to
PG&E ($/kWh) $0.108 $0.165 TBD
kWh Generated 1,475,039 260,963 TBD
Year 1 Savings $-9,678* $1,893 TBD
Average Annual
Savings
$42,453 $16,200 TBD
Cumulative Year 20
Savings
$849,049 $324,500 TBD
*As noted in Attachment A, the Reservoir 1 project alternative with no up-front costs would have
a slightly higher rate in years one and two, but would beat the estimated grid rate in years three
through twenty.
Conflict of Interest State Law and California Government Code 4217
Per California Government Code 1090, state law generally prohibits the hiring of a vendor to
complete work which that vendor has proposed under a previous effort. California Government
Code 4217 provides an exception to this prohibition if that project is energy efficienc y or
renewable energy related. To illustrate consistency with Government Code 4217, the City must
publicly notice this meeting, and must adopt a resolution making certain findings related to
energy and cost savings. The resolution is provided as Attachment F.
CONCURRENCES
The potential projects would affect and support several departments. Staff from Utilities, Public
Works, and Parks and Recreation have reviewed and concur with the form and intent of this
report .
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ENVIRONMENTAL REVIEW
The execution of a power purchase agreement with Forefront Power as described in this report is
statutorily and categorically exempt from environmental review on the basis that the projects are:
installation of solar energy systems on existing roofs or at existing parking lots (Public
Resources Code § 21080.35; new construction or conversion of small structures (CEQA
Guidelines § 15303); minor alterations to land (CEQA Guidelines § 15304); projects which
consist of the construction or placement of minor accessory structures to existing facilities
(CEQA Guidelines § 15311); and activities which can be seen with seen with certainty that there
is no possibility that the activity in question may have a significant effect on the environment
(CEQA Guidelines § 15061(b)(3). As individual projects come forward, each will be reviewed
for any necessary environmental review and CEQA determination.
FISCAL IMPACT
Under the two projects presented in this report, the Water and Sewer Enterprise Funds are
estimated to save a cumulative 20 -year total of $849,049, and the General Fund is estimated to
save a cumulative 20-year total of $324,500, for a combined total savings of $1,173,549.
ALTERNATIVES
1. The City Council could direct staff to pursue an alternative financing and procurement
method for solar installations on City facilities.
2. The City Council could elect not to proceed with solar installations on City facilities at this
time.
Attachments:
a - Proposed Projects Savings Analysis
b - SPURR REAP ESA General Conditions - Draft
c - SPURR REAP ESA Special Conditions (Solar) - Draft
d - Reservoir 1 Conceptual Layout
e - SLO Swim Center Conceptual Layout
g - Draft Interconnection Agreement
f - Gov. Code 4217 Resolution
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Project Cashflows Financial Assumptions
Parameter Value
Project SLO City Res 1 Site Year 1 PPA Rate ($/kWh)$0.0950
Scenario No PG&E Upgrade Expenses PPA Rate Escalator (%/yr)0.0%
Year 1 Savings $19,971 Utility Rate Escalator (%/yr)3.0%
Cumulative Savings $1,414,690 Solar Degradation Rate (%)0.50%
Payback Period Immediate
Year Production (kWh)
Average Weighted
Bill Credit Value
($/kWh)
Bill Credits ($)PPA Rate Solar Payment ($)Total Savings for District ($)Cumulative
Savings
1 1,482,451 $0.1085 160,804 $0.0950 140,833 19,971 19,971
2 1,475,039 $0.1117 164,800 $0.0950 140,129 24,671 44,642
3 1,467,663 $0.1151 168,895 $0.0950 139,428 29,467 74,110
4 1,460,325 $0.1185 173,092 $0.0950 138,731 34,361 108,471
5 1,453,024 $0.1221 177,394 $0.0950 138,037 39,356 147,827
6 1,445,758 $0.1257 181,802 $0.0950 137,347 44,455 192,282
7 1,438,530 $0.1295 186,320 $0.0950 136,660 49,659 241,941
8 1,431,337 $0.1334 190,950 $0.0950 135,977 54,973 296,914
9 1,424,180 $0.1374 195,695 $0.0950 135,297 60,398 357,311
10 1,417,059 $0.1415 200,558 $0.0950 134,621 65,937 423,249
11 1,409,974 $0.1458 205,542 $0.0950 133,948 71,594 494,843
12 1,402,924 $0.1502 210,649 $0.0950 133,278 77,372 572,214
13 1,395,910 $0.1547 215,884 $0.0950 132,611 83,273 655,487
14 1,388,930 $0.1593 221,249 $0.0950 131,948 89,300 744,787
15 1,381,985 $0.1641 226,747 $0.0950 131,289 95,458 840,245
16 1,375,075 $0.1690 232,381 $0.0950 130,632 101,749 941,994
17 1,368,200 $0.1741 238,156 $0.0950 129,979 108,177 1,050,171
18 1,361,359 $0.1793 244,074 $0.0950 129,329 114,745 1,164,916
19 1,354,552 $0.1847 250,139 $0.0950 128,682 121,457 1,286,373
20 1,347,780 $0.1902 256,355 $0.0950 128,039 128,316 1,414,690
Total 28,282,056 $0.0000 $4,101,485 $0.0950 $2,686,795 $1,414,690 $1,414,690
44,455 65,937 128,316
0
50000
100000
150000
200000
250000
300000
Res 1 RES-BCT Site Annual Savings
Average Weighted Bill Credit Value ($/kWh)Solar Payment ($)Total Savings for District ($)
192,282
423,249
1,414,690
0
500,000
1,000,000
1,500,000
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20
Res 1 RES-BCT Site Cumulative Savings
Cumulative Savings
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Project Cashflows Financial Assumptions
Parameter Value
Project SLO City Res 1 Site Year 1 PPA Rate ($/kWh)$0.1150
Scenario With PG&E Upgrade Expenses PPA Rate Escalator (%/yr)0.0%
Year 1 Savings -$9,678 Utility Rate Escalator (%/yr)3.0%
Cumulative Savings $849,049 Solar Degradation Rate (%)0.50%
Payback Period Immediate
Year Production (kWh)
Average Weighted
Bill Credit Value
($/kWh)
Bill Credits ($)PPA Rate Solar Payment ($)Total Savings for District ($)Cumulative
Savings
1 1,482,451 $0.1085 160,804 $0.1150 170,482 -9,678 -9,678
2 1,475,039 $0.1117 164,800 $0.1150 169,629 -4,830 -14,507
3 1,467,663 $0.1151 168,895 $0.1150 168,781 114 -14,394
4 1,460,325 $0.1185 173,092 $0.1150 167,937 5,155 -9,239
5 1,453,024 $0.1221 177,394 $0.1150 167,098 10,296 1,057
6 1,445,758 $0.1257 181,802 $0.1150 166,262 15,540 16,597
7 1,438,530 $0.1295 186,320 $0.1150 165,431 20,889 37,485
8 1,431,337 $0.1334 190,950 $0.1150 164,604 26,346 63,831
9 1,424,180 $0.1374 195,695 $0.1150 163,781 31,914 95,745
10 1,417,059 $0.1415 200,558 $0.1150 162,962 37,596 133,341
11 1,409,974 $0.1458 205,542 $0.1150 162,147 43,395 176,736
12 1,402,924 $0.1502 210,649 $0.1150 161,336 49,313 226,049
13 1,395,910 $0.1547 215,884 $0.1150 160,530 55,354 281,403
14 1,388,930 $0.1593 221,249 $0.1150 159,727 61,522 342,925
15 1,381,985 $0.1641 226,747 $0.1150 158,928 67,818 410,743
16 1,375,075 $0.1690 232,381 $0.1150 158,134 74,248 484,991
17 1,368,200 $0.1741 238,156 $0.1150 157,343 80,813 565,804
18 1,361,359 $0.1793 244,074 $0.1150 156,556 87,518 653,322
19 1,354,552 $0.1847 250,139 $0.1150 155,774 94,366 747,688
20 1,347,780 $0.1902 256,355 $0.1150 154,995 101,361 849,049
Total 28,282,056 $0.0000 $4,101,485 $0.1150 $3,252,436 $849,049 $849,049
15,540 37,596 101,361
-50000
0
50000
100000
150000
200000
250000
300000
Res 1 RES-BCT Site Annual Savings
Average Weighted Bill Credit Value ($/kWh)Solar Payment ($)Total Savings for District ($)
16,597
133,341
849,049
-200,000
0
200,000
400,000
600,000
800,000
1,000,000
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20
Res 1 RES-BCT Site Cumulative Savings
Cumulative Savings
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Project Cashflows Financial Assumptions
Parameter Value
Project SLO City Res 1 Site Year 1 PPA Rate ($/kWh)$0.1050
Scenario $200K PG&E Upgrade Expenses PPA Rate Escalator (%/yr)0.0%
Year 1 Savings $5,147 Utility Rate Escalator (%/yr)3.0%
Cumulative Savings $1,131,869 Solar Degradation Rate (%)0.50%
Payback Period Immediate
Year Production (kWh)
Average Weighted
Bill Credit Value
($/kWh)
Bill Credits ($)PPA Rate Solar Payment ($)Total Savings for District ($)Cumulative
Savings
1 1,482,451 $0.1085 160,804 $0.1050 155,657 5,147 5,147
2 1,475,039 $0.1117 164,800 $0.1050 154,879 9,921 15,067
3 1,467,663 $0.1151 168,895 $0.1050 154,105 14,791 29,858
4 1,460,325 $0.1185 173,092 $0.1050 153,334 19,758 49,616
5 1,453,024 $0.1221 177,394 $0.1050 152,567 24,826 74,442
6 1,445,758 $0.1257 181,802 $0.1050 151,805 29,997 104,439
7 1,438,530 $0.1295 186,320 $0.1050 151,046 35,274 139,713
8 1,431,337 $0.1334 190,950 $0.1050 150,290 40,659 180,373
9 1,424,180 $0.1374 195,695 $0.1050 149,539 46,156 226,528
10 1,417,059 $0.1415 200,558 $0.1050 148,791 51,767 278,295
11 1,409,974 $0.1458 205,542 $0.1050 148,047 57,494 335,789
12 1,402,924 $0.1502 210,649 $0.1050 147,307 63,342 399,131
13 1,395,910 $0.1547 215,884 $0.1050 146,571 69,313 468,445
14 1,388,930 $0.1593 221,249 $0.1050 145,838 75,411 543,856
15 1,381,985 $0.1641 226,747 $0.1050 145,108 81,638 625,494
16 1,375,075 $0.1690 232,381 $0.1050 144,383 87,998 713,493
17 1,368,200 $0.1741 238,156 $0.1050 143,661 94,495 807,988
18 1,361,359 $0.1793 244,074 $0.1050 142,943 101,131 909,119
19 1,354,552 $0.1847 250,139 $0.1050 142,228 107,911 1,017,031
20 1,347,780 $0.1902 256,355 $0.1050 141,517 114,839 1,131,869
Total 28,282,056 $0.0000 $4,101,485 $0.1050 $2,969,616 $1,131,869 $1,131,869
29,997 51,767 114,839
0
50000
100000
150000
200000
250000
300000
Res 1 RES-BCT Site Annual Savings
Average Weighted Bill Credit Value ($/kWh)Solar Payment ($)Total Savings for District ($)
104,439
278,295
1,131,869
0
200,000
400,000
600,000
800,000
1,000,000
1,200,000
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20
Res 1 RES-BCT Site Cumulative Savings
Cumulative Savings
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Project Cashflows: SLO Swim Center - Portfolio Pricing - Flat PPA
Rate Scenario Current
Solutions Solar + Storage
Project Canopy Financial Assumptions
Year 1 Savings $1,893 Parameter Value
Cumulative Savings $324,550 PPA Rate Escalator (%/yr)0.0%
Cumulative NPV Savings $224,242 Utility Energy Escalator (%/yr)2.7%
Payback Period Immediate Utility Demand Escalator (%/yr)5.0%
Solar System Size (KW)163 Discount Rate (%)3.0%
Storage System Size (KW)0 Solar Degradation Rate (%)0.50%
Year KWH Generated Historic Utility Bill (without
solar)
Total Electricity Costs (PPA
+ Utility)Net Savings Cumulative Savings Cumulative NPV
Savings
1 260,963 60,650 58,757 1,893 1,893 1,893
2 259,658 62,787 59,622 3,165 5,058 4,966
3 258,360 65,007 60,536 4,471 9,529 9,180
4 257,068 67,313 61,503 5,810 15,339 14,497
5 255,783 69,709 62,524 7,185 22,524 20,881
6 254,504 72,198 63,602 8,597 31,120 28,296
7 253,231 74,786 64,739 10,047 41,167 36,710
8 251,965 77,474 65,937 11,537 52,705 46,091
9 250,705 80,269 67,200 13,070 65,774 56,409
10 249,452 83,175 68,529 14,645 80,420 67,633
11 248,205 86,196 69,929 16,266 96,686 79,737
12 246,964 89,337 71,402 17,935 114,621 92,693
13 245,729 92,603 72,951 19,652 134,273 106,477
14 244,500 96,001 74,579 21,422 155,695 121,064
15 243,278 99,535 76,291 23,244 178,939 136,431
16 242,061 103,212 78,089 25,123 204,062 152,557
17 240,851 107,037 79,977 27,060 231,123 169,420
18 239,647 111,018 81,959 29,059 260,181 187,001
19 238,448 115,161 84,040 31,120 291,301 205,281
20 237,256 119,473 86,224 33,248 324,550 224,242
Total 4,978,627 $1,732,941 $1,408,391 $324,550 $324,550 $224,242
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GENERAL CONDITIONS v.20.1
CONFIDENTIAL AND PROPRIETARY
***
GENERAL TERMS AND CONDITIONS OF
ENERGY SERVICES AGREEMENT
These General Terms and Conditions (“General Conditions”) are dated as of the ____ day of _________, 201__
and are witnessed and acknowledged by FFP BTM, LLC, a Delaware limited liability company (“ForeFront
Power”) and [INSERT LEGAL NAME, ENTITY TYPE AND STATE OF FORMATION] (“Purchaser”), as
evidenced by their signature on the last page of this document. These General 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 Conditions shall have no binding effect upon
ForeFront Power or Purchaser, respectively, except to the extent ForeFront Power or Purchaser becomes a party
to an Energy Services Agreement that incorporates these General Conditions.
1. DEFINITIONS.
1.1 In addition to other terms specifically defined elsewhere in the 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, con sent 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; (B) 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 th e 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.
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“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.
“Construction Start Date” has the meaning set forth in Section 5 of the Special Conditions.
“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 if the ForeFront Power fails to achieve
the Commercial Operation Date by the Guaranteed Commercial Operation Date.
“Disruption Period” has the meaning set forth in Section 4.3.
“Early Termination Date” means any date on which the Agreement terminates other than by reason of expiration of
the then applicable Term.
“Early Termination Fee” means the fee payable by Purchaser to ForeFront Power under the circumstances described
in 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 Conditions by reference.
“Energy Services Payment” has the meaning set forth in Schedule 2 of 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(h).
“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 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 ForeFront Power.
“Expiration Date” means the date on which the Agreement terminates by reason of expiration of the Term.
“Fair Market 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 of the System will be determined
pursuant to Section 2.4.
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“Financing Party” means, as applicable (i) any Person (or its agent) from whom ForeFront Power (or an Affiliate of
ForeFront Power ) leases the System, (ii) any Person (or its agent) who has made or will make a loan to or otherwise
provides financing to ForeFront Power (or an Affiliate of ForeFront Power) with respect to the System, or (iii) any
Person acquiring a direct or indirect interest in ForeFront Power or in ForeFront Power’s interest in the Agreement or
the System 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 Special Conditions.
“ForeFront Power Default” has the meaning set forth in Section 11.1(a).
“General 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, which
date shall be extended day-for-day for Force Majeure Events and for other events outside of ForeFront Power’s
reasonable control.
“Governmental Approval” 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 Authority” 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 Materials” 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.
“Indemnified Parties” has the meaning set forth in Section 16.1.
“Initial 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 ForeFront Power at the Premises.
“Invoice Date” has the meaning set forth in Section 6.2.
“Liens” has the meaning set forth in Section 7.1(e).
“Local Electric Utility” means the local electric distribution owner and operator providing electric distribution and
interconnection services to Purchaser at the Premises.
“Losses” 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
obligation).
“Option Price” has the meaning set forth in Section 2.3.
“Party” or “Parties” has the meaning set forth in the preamble to the Special Conditions.
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“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 ForeFront Power’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 ForeFront Power’s
commencement of construction at the Premises.
“Premises” means the premises described in Schedule 1 of the Special Conditions. The Premises includes the entirety
of any structures and underlying real property located at the address in Schedule 1 of the Special Conditions.
“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 11.2(a).
“Renewal Term” has the meaning set forth in Section 2.1.
“Representative” has the meaning set forth in Section 15.1.
“Security Interest” has the meaning set forth in Section 8.2.
“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 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 1 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 1 of the Special Conditions
and all other related subsidies and incentives.
“System Operations” means ForeFront Power’s operation, maintenance and repair of the System performed in
accordance with the requirements herein.
“Term” has the meaning set forth in Section 2 of the Special Conditions.
“Term Year” means a twelve (12) month period beginning on the first day of the Term and each successive
twelve (12) month period thereafter.
“Termination Date” means the date on which the Agreement ceases to be effective, including on an Early Termination
Date or the Expiration Date.
“Transfer Time” has the meaning set forth in Section 4.3(a).
1.2 Interpretation. The captions or headings in these General Conditions are strictly for convenience
and shall not be considered in interpreting the Agreement. Words in the Agreement that impart the singular
connotation shall be interpreted as plural, and words that impart the plural connotation shall be interpreted as singular,
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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 the Agreement as a whole and not to any
particular provision of the Agreement. Except as the context otherwise indicates, all references to “Article s” and
“Sections” refer to Articles and Sections of these General Conditions.
2. TERM AND TERMINATION.
2.1 Term; Early Termination; Milestone Dates.
(a) Term. The term of the Agreement shall commence on the Effective Date and shall continue for the
number of years after the Commercial Operation Date that are specified in the Special Conditions (the “Initial Term”),
unless and until extended or terminated earlier pursuant to the provisions of the Agreement.
(b) Early Termination. Purchaser may terminate the Agreement prior to any applicable Expiration Date
for any reason upon sixty (60) days’ prior written notice. 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 1 of the Special Conditions, and ForeFront Power shall cause the System to be disconnected and removed
from the Premises. Upon Purchaser’s payment to ForeFront Power of the Early Termination Fee, the Agreement shall
terminate automatically.
(c) Purchaser may (i) if ForeFront Power fails to commence construction by the Construction Start
Date, be entitled (as its sole remedy) to Delay Liquidated Damages not to exceed $22.5/kW, (ii) terminate this
Agreement with no liability whatsoever if ForeFront Power fails to commence construction of the System by the date
that is 90 days after the Construction Start Date, or (iii) if ForeFront Power 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, plus (if Installation Work had commenced at the Premises as of the date of termination) 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 if ForeFront Power fails to
commence Commercial Operation by the date that is 60 days after the Guaranteed Commercial Operation Date. The
Construction Start Date and Guaranteed Commercial Operation Date shall be extended on a day-for-day basis if,
notwithstanding ForeFront Power’s commercially-reasonable efforts, interconnection approval is not obtained within
60 days after the Effective Date, provided that interconnection applications are submitted within 45 days of the later
of (a) the Effective Date and (b) finalization of the System layout.
2.2 Purchase Option. 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 ForeFront Power of 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, ForeFront Power shall specify the Option Price, and 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 confirms its exercise of the purchase option in writing to
ForeFront Power (whether before or after any determination of the Fair Market Value determined pursuant to
Section 2.3), (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 (B) assign all vendor warranties for the System to
Purchaser , and (ii) Purchaser shall pay the Option Price to ForeFront Power on the Purchase Date, such payment to
be made in accordance with any previous written instructions delivered to Purchaser by ForeFront Power or ForeFront
Power’s Financing Party, as applicable, for payments under the Agreement. Upon execution of the document s and
payment of the Option Price, in each case as described in the preceding sentence, the 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 the Agreement shall be applicable as if Purchaser had not exercised any option to purchase the System.
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2.3 Determination of Fair Market Value. If the Option Price indicated by ForeFront Power in
accordance with Section 2.2 is equal to the Fair Market Value (as determined by ForeFront Power) and Purchaser
disputes such stated Fair Market Value within thirty (30) days of receipt of such notice from ForeFront Power, then
the Parties shall mutually select an independent appraiser with experience and expertise in the Energy Services
industry. Such appraiser 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. 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 ForeFront Power pursuant to Section 2.3;
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 2.2, upon the expiration or earlier termination of the Agreement, ForeFront Power shall, at ForeFront Power’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 ForeFront Power’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 ForeFront Power’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. ForeFront Power shall leave the
Premises in neat and clean order. If ForeFront Power 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 (other than System mounting pads or other support
structures and ordinary wear and tear) at ForeFront Power’s reasonable cost.
2.5 Conditions of the Agreement 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, ForeFront Power may (at its sole discretion) provide notice that it is terminating the 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:
(i) ForeFront Power 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 ForeFront Power and its
investors.
(iv) ForeFront Power is unable to obtain financing for the System on terms and conditions satisfactory
to it.
(v) ForeFront Power has not received: (1) a fully executed a license in the form of 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 ForeFront Power’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 ForeFront Power
to evidence Purchaser’s ability to meet its obligations under Section 7.2(d)(ii) to ensure that ForeFront Power will
have access to the Premises throughout the Term.
(vi ) There has been a material adverse change in the rights of Purchaser to occupy the Premises or
ForeFront Power to construct the System on the Premises.
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(viii) Purchaser has determined that there ar e 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.
(ix) 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 ForeFront
Power wishes to revise the information in the Special Conditions, then ForeFront Power may propose modifications
to the Special Conditions for acceptance by Purchaser. If Purchaser does not accept such modified Special Conditions,
ForeFront Power may terminate this Agreement as provided in Section 2.5(a). If Purchaser accepts such revised
Special Conditions, such revised Special Conditions shall be deemed an amendment of the Agreement, and the
Agreement shall remain in force and effect upon execution by both Parties.
3. CONSTRUCTION, INSTALLATION AND TESTING OF SYSTEM.
3.1 Installation Work. ForeFront Power will cause the System to be designed, engineered, installed and
constructed substantially in accordance with Schedule 1 of the Special Conditions and Applicable Law. At its request,
Purchaser shall have the right to review all construction plans and designs, including engineering evaluations of the
impact of the System. ForeFront Power 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 ForeFront Power 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) ForeFront Power 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 similar to those
provided by the System in the United States.
(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 ForeFront Power 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 ForeFront Power as Owner and Operator . The System will be owned by ForeFront Power or
ForeFront Power ’s Financing Party and will be operated and maintained and, as necessary, repaired by ForeFront
Power at its sole cost and expense; provided, any repair or maintenance costs incurred by ForeFront Power as a result
of Purchaser ’s negligence or breach of its obligations hereunder shall be reimbursed by Purchaser.
4.2 Metering. ForeFront Power 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.
4.3 System Disruptions. In the event that (a) the owner or lessee of the Premises repair s the Premises
for any reason not directly related to damage caused by the System, and such repair req uires 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 ForeFront Power for all work required by ForeFront Power to
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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 ForeFront Power 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, if the
disruption occurs within the first twelve (12) months of operation, the average over such period of operation).
5. TITLE TO SYSTEM.
5.1 Throughout the duration of the Agreement, ForeFront Power or ForeFront Power’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 ForeFront Power or ForeFront Power’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 ForeFront Power’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 ForeFront Power, 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 ForeFront Power’s request, use
commercially reasonable efforts to obtain such consent from such owner.
5.2 Environmental Attributes And System-Based Incentives. Purchaser’s purchase of Energy
Services includes Environmental Attributes, but does not include System-based incentives. System-based
Incentives shall be owned by ForeFront Power or ForeFront Power’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 ForeFront Power, 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 ForeFront Power a monthly Energy Services Payment for the
Energy Services provided during each calendar month of the Term as set forth in the Special Conditions.
6.2 Invoice. ForeFront Power 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 of the immediately preceding month. The last invoice shall include Energy Services
provided only through the Termination Date of this Agreement.
6.3 Time of Payment. Purchaser shall pay all undisputed amounts due hereunder within thirty (30) days
after the date of the applicable Invoice Date.
6.4 Method of Payment. Purchaser shall make all payments under the Agreement either (a) by
electronic funds transfer in immediately available funds to the account designated by ForeFront Power from time to
time or (b) by check timely delivered to the location designated by ForeFront Power 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. If a bona fide dispute arises with respect to any invoice, Purchaser shall not be
deemed in default under the Agreement and the Parties shall not suspend the performance of their respective
obligations hereunder, including payment of undisputed amounts owed hereunder. If an amount disputed by Purchaser
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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 ForeFront Power’s Covenants. ForeFront Power covenants and agrees to the following:
(a) Notice of Damage or Emergency. ForeFront Power shall (x) promptly notify Purchaser 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, (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.
(b) Governmental Approvals. While providing the Installation Work, Energy Services, and System
Operations, ForeFront Power shall obtain and maintain and secure all Governmental Approvals required to be obtained
and maintained and secured by ForeFront Power and to enable ForeFront Power to perform such obligations.
(c) Health and Safety. ForeFront Power shall take all necessary and reasonable safety precaution s 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, ForeFront
Power 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 ForeFront Power’s performance or non-performance of its obligations hereunder. If ForeFront Power
breaches its obligations under this Section, it shall (i) immediately notify Purchaser in writing, (ii) promptly cause
such Lien to be discharged and released of record 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, ForeFront Power 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.
7.2 Purchaser’s Covenants. Purchaser covenants and agrees as follows:
(a) Notice of Damage or Emergency. Purchaser shall (i) promptly notify ForeFront Power 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) immediately notify ForeFront Power it becomes 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, ForeFront Power 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 ForeFront Power in writing, shall promptly cause such Lien to be discharged and released
of record without cost to ForeFront Power, and shall indemnify ForeFront Power 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 ForeFront Power to obtain or issue such approvals, Governmental Approvals, rebates or other financial incentives
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in the name of ForeFront Power. Purchaser shall provide to ForeFront Power copies of all Governmental Approvals
and CCRs applicable to the Premises, other than those obtained by ForeFront Power or to which ForeFront Power is
a party.
(d) Access to Premises, Grant of License.
(i) Purchaser hereby grants to ForeFront Power a commercial license coterminous with the Term
containing all the rights necessary for ForeFront Power 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 ForeFront Power 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 minor students that are imposed generally on commercial contractors by Purchaser or by Applicable Law. If
ForeFront Power ’s financing structure requires that Purchaser enter into a license agreement directly with Financing
Party, ForeFront Power shall enter into such an agreement which shall be in a form set forth by ForeFront Power 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) ForeFront Power 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 ForeFront Power
equipment or the System without written authorization from ForeFront Power; 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 ForeFront
Power, a license from Purchaser’s landlord in substantially the form attached hereto as Exhibit A of these General
Conditions.
(e) Temporary storage space during installation or removal . Purchaser shall use commercially
reasonable efforts to obtain an agreement 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.
(f) 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
available, deliver to ForeFront Power 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 (10)
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 ForeFront Power from time to time.
(g) Notwithstanding anything to the contrary in the Agreement, Purchaser shall operate and maintain
the Premises to comply with the requirements of all applicable Environmen tal Laws that limit or govern the conditions
or uses of the Premises, without impairing or interfering with ForeFront Power’s construction, operation and
ownership of the System or occupancy of the Premises. In no event shall ForeFront Power 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.
(j) Purchaser shall indemnify, hold harmless and defend ForeFront Power from and against all claims,
pay costs and expenses, and conduct all actions required under Environmental Laws in connection with (i) the
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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 .
8. REPRESENTATIONS & WARRANTIES.
8.1 Representations and Warranties of Both Parties. In addition to any other representations and
warranties contained in the 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
the Agreement;
(c) it has taken all requisite corporate or other action to approve the execution, delivery, and
performance of the Agreement;
(d) the Agreement constitutes its legal, valid and binding obligation enforceable against such Party in
accordance with its terms, 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 the 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 the 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 Representations of Purchaser. Purchaser represents and warrants to ForeFront Power as of the
Effective Date that:
(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 coven ant, restriction, lien, financing agreement, or security agreement affecting the Premises;
(c) Purchaser is aware of no 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 ForeFront Power’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 ForeFront Power in the Special
Conditions (i) all Environmental Documents, (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 of the
System, and (iii) all environmental reports, studies, data or other information relating to the use of the Premises by
ForeFront Power within the Purchaser’s possession or control;
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(f) 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 ForeFront Power all material
reports and information concerning the presence or release of Hazardous Materials on, in or under the Premises.
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 FOREFRONT POWER TO PURCHASER PURSUANT TO THIS AGREEMENT SHALL BE
“AS-IS WHERE-IS.” NO OTHER WARRANTY TO PURCHASER OR ANY OTHER PERSON, WHETHER
EXPRESS, IMPLIED OR STATUTORY, IS MADE AS TO THE INSTALLATION, DESIGN, DESCRIPTION,
QUALITY, MERCHANTABILITY, 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 FOREFRONT POWER.
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 ForeFront Power due to ForeFront Power’s sale
of the Energy Services to Purchaser (other than income taxes imposed upon ForeFront Power). ForeFront Power shall
notify Purchaser in writing with a detailed statement of such amounts, which shall be invoiced by ForeFront Power
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 ForeFront Power Obligations. Subject to Section 9.1 above, ForeFront Power 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 Event” means any act or event that prevents the affected Party from
performing its obligations in accordance with the Agreement, if such act or event is beyond the reason able 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 of reasonable 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
ForeFront Power or as a result of such party’s failure to comply with a collective bargaining agreement); (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 Pur chaser from the owner of the
Premises.
10.2 Excused Performance. Except as otherwise specifically provided in the Agreement, neither Party
shall be considered in breach of the Agreement or liable for any delay or failure to comply with the 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
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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.
10.3 Termination in Consequence of Force Majeure Event. If a Force Majeure Event shall have occurred
that has affected ForeFront Power’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 the Agreement upon ninety
(90) days’ prior written notice to the other Party. If at the end of such ninety (90) day period such Force Majeure
Event shall still continue, the Agreement shall automatically terminate. Upon such termination for a Force Majeure
Event, neither Party shall have any liability to the other (other than any such liabilities that have accrued prior to such
termination).
11. DEFAULT.
11.1 ForeFront Power Defaults and Purchaser Remedies.
(a) ForeFront Power Defaults. The following events shall be defaults with respect to ForeFront Power
(each, a “ForeFront Power Default”):
(i) A Bankruptcy Event shall have occurred with respect to ForeFront Power;
(ii) ForeFront Power 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) ForeFront Power breaches any material representation, covenant or other term of the
Agreement and (A) if such breach can be cured within thirty (30) days after Purchaser’s written notice of such breach
and ForeFront Power fails to so cure, or (B) ForeFront Power 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 ForeFront Power Default described in Section 11.1(a) has occurred and
is continuing, in addition to other remedies expressly provided herein, and subject to Article 12, Purchaser may
terminate the Agreement and exercise any other remedy it may have at law or equity or under the Agreement.
11.2 Purchaser Defaults and ForeFront Power’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 the Agreement
if (A) such breach can be cured within thirty (30) days after ForeFront Power’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; and
(iii) Purchaser fails to pay ForeFront Power any undisputed amount due ForeFront Power under
the Agreement within thirty (30) days from receipt of notice from ForeFront Power of such past due amount.
(b) ForeFront Power’s Remedies. If a Purchaser Default described in Sections 11.2(a) has occurred and
is continuing, in addition to other remedies expressly provided herein, and subject to Article 12, ForeFront Power may
terminate this Agreement and upon such termination, (A) ForeFront Power shall be entitled to receive from Purchaser
the Early Termination Fee, and (B) ForeFront Power may exercise any other remedy it may have at law or equity or
under the Agreement.
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11.3 Cross Default. With respect to any Systems that are co-located at the same Premises, if a Party
defaults under the Agreement related one such System, 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
all such Agreements, including terminating all such Agreements (but not less than all such Agreements) and, if
ForeFront Power terminates the Agreements due to a Purchaser Default, Purchaser shall pay the Early Termination
Fees for all such terminated Agreements.
11.4 Removal of System. Upon any termination of the Agreement pursuant to this Article 11, ForeFront
Power will remove the System pursuant to Section 2.4 hereof, absent any purchase of the System by Purchaser
pursuant to Section 2.2 hereof.
12. LIMITATIONS OF LIABILITY.
12.1 Except as expressly provided herein, neither Party shall be liable to the oth er 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 the Agreement.
12.2 A Party’s maximum liability to the other Party under the 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, (ii) any obligation of Purchaser to pay Energy Service Payments, the Early
Termination Fee or the Option Price, and (iii) any obligation of ForeFront Power to pay for Lost Savings in accordance
with the Special Conditions, if applicable.
13. ASSIGNMENT.
13.1 Assignment by ForeFront Power. ForeFront Power 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 ForeFront Power may assign
this Agreement without the consent of the Purchaser to an affiliate of ForeFront Power or any party providing
financing for the System. In the event that ForeFront Power 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 and acknowledgments as ForeFront
Power 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 ForeFront Power without obtaining the prior written consent and release of
Purchaser , when such consent is required by this Section 13.1, shall not release ForeFront Power of its obligations
hereunder.
13.2 Acknowledgment of Collateral Assignment. In the event that ForeFront Power 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 ForeFront Power to the Financing Party, of ForeFront Power’s right,
title and interest in, to and under the Agreement, as consented to under Section 13.1 of the 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 ForeFront Power’s interests in this Agreement.
(c) That it has been advised that ForeFront Power 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.
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13.3 Assignment by Purchaser. Purchaser shall not assign the Agreement or any interest therein, without
ForeFront Power ’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
Any Assignment by Purchaser without the prior written consent of ForeFront Power shall not release Purchaser of its
obligations hereunder.
14. NOTICES.
14.1 Notice Addresses. Unless otherwise provided in the Agreement, all notices and communications
concerning the 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 the 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 the 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 Information”) to the other or, if in the course of performing under the Agreement
or negotiating the 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 the 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 the Agreement or third-party acquirers of ForeFront Power 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) f or any breach of this provision by any entity to
whom that Party improperly discloses Confidential Information. The terms of the 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 of the discl osing
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 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;
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(c) Is independently developed by the receiving Party; or
(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 the 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, the 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 ForeFront Power may, at its sole discretion, take photographs
of the installation process of the System and/or the completed System, and ForeFront Power shall be permitted 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 th e 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 Indemnity. Subject to Article 12, each Party agrees that it shall indemnify and hold harmless the
other Party, its permitted successors and assigns and their respective directors, officers, members, shareholders and
employees (collectively, the “Indemnified Parties”) from and against any and all Losses incurred by such Indemnified
Parties to the extent arising from or out of any injury to or death of any Person or loss or d amage to property of any
Person to the extent arising out of the indemnifying Party’s negligence or willful misconduct; provided, neither Party
shall be required to reimburse or indemnify any Indemnified Party for any Loss to the extent such Loss is due to the
negligence or willful misconduct of any Indemnified Party.
17. INSURANCE.
17.1 Generally. Purchaser and ForeFront Power 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 appl icable 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, ForeFront
Power 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 ForeFront Power’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 t o give the other Party thirty (30) days’ written notice before the
insurance is cancelled or materially altered.
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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.
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 ForeFront Power 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 the Agreement, including these General
Conditions as incorporated by reference, are integral parts of the Agreement and are an express part of the Agreement.
In the event of a conflict between the provisions of these General Conditions and any applicable Special Conditions,
the provisions of the Special Conditions shall prevail.
18.2 Amendments. This Agreement may only be amended, modified or supplemented by an instrument
in writing executed by duly authorized representatives of ForeFront Power and Purchaser.
18.3 Industry Standards. Except as otherwise set forth herein, for the purpose of the 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 contrar y herein, any right or remedy of ForeFront
Power or Purchaser shall be cumulative and without prejudice to any other right or remedy, whether contained herein
or not.
18.5 Sovereign Immunity. To the extent permitted by Applicable Law, Purchaser hereby waives any
defense of sovereign immunity that Purchaser might otherwise have in connection with any action taken by ForeFront
Power to enforce its rights against Purchaser under this Agreement.
18.6 Limited Effect of Waiver . The failure of ForeFront Power or Purchaser to enforce any of the
provisions of the 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 (ForeFront Power
Covenants), Sections 7.2(d), (e), (f), (g) and (j) (Purchaser Covenants), Section 8.3 (Exclusion of Warranties), Article
9 (Taxes and Governmental Fees), Article 12 (Limitation of Liability), Article 14 (Notices), Article 15
(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. The Parties agree that the courts of the
State of California and the Federal Courts sitting therein shall have jurisdiction over any action or proceeding arising
under the Agreement to the fullest extent permitted by Applicable Law. The Parties waive to the fullest extent
permitted by Applicable Law any objection it may have to the laying of venue of any action or proceeding under this
Agreement any courts described in this Section 18.8.
18.9 Severability. If any term, covenant or condition in the Agreement shall, to any extent, be invalid or
unenforceable in any respect under Applicable Law, the remainder of the Agreement shall not be affected thereby,
and each term, covenant or condition of the Agreement shall be valid and enforceable to the fullest extent permitted
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by Applicable Law and, if appropriate, such invalid or unen forceable 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.
18.10 Relation of the Parties. The relationship between ForeFront Power and Purchaser shall not be that
of partners, agents, or joint ventures for one another, and nothing contained in the Agreement shall be deemed to
constitute a partnership or agency agreement between them for any purposes, including federal income tax purposes.
ForeFront Power an d 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 the Agreement shall
be binding upon and shall inure to the benefit of ForeFront Power 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 ForeFront Power’s actual damages resulting from the early
termination of the Agreement. Purchaser further acknowledges that ForeFront Power’s actual damages may be
impractical and difficult to accurately ascertain, and in accordance with Purchaser’s rights and obligations under the
Agreement, the Early Termination Fee constitutes fair and reasonable damages to be borne by Purchaser in lieu of
ForeFront Power ’s actual damages.
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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, LLC
By: _________________________________________
Name: _______________________________________
Title: ________________________________________
Date: ________________________________________
“PURCHASER”: [INSERT LEGAL NAME]
By: _________________________________________
Name: _______________________________________
Title: ________________________________________
Date: ________________________________________
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Exhibit A
of General Conditions
[PURCHASER’S LETTERHEAD]
[Landlord’s Address]
Attn: Authorized Representative
Re: Proposed Energy System Installation at [Address of Premises]
Lease dated [ ] between [PURCHASER] and [LANDLORD] (the “Lease”)
Dear Authorized Representative:
As has been discussed with you, [PURCHASER] (“Purchaser”) and [Forefront Power], LLC and an affiliate of
Forefront Power, LLC (“ForeFront Power”) have entered into an Energy Services Agreement, pursuant to which
ForeFront Power 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 ForeFront Power 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. ForeFront Power or its designee (including finance ForeFront Powers) 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 ForeFront Power any rent for such right to access the
premises.
3. [LANDLORD] has been advised that the finance ForeFront Powers for the [solar photovoltaic]
[battery storage] system have a first priority perfected security interest in the system. ForeFront Power and the
finance ForeFront Powers 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 in our
environmental campaign to increase the utilization of clean, renewal energy resources.
Very truly yours,
[PURCHASER]
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By:______________________________
Name:
Title: Authorized Representative
Acknowledged and agreed by:
[LANDLORD]
By: ________________________
Name:
Title: Authorized Representative
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Exhibit B
of General Conditions
Certain Agreements for the Benefit of the Financing Parties
Purchaser acknowledges that ForeFront Power will be receiving financing accommodations from one or more
Financing Parties and that ForeFront Power may sell or assign the System or this Agreement and/or may secure
ForeFront Power ’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 ForeFront Power to a Financing Party, of ForeFront Power’s right,
title and interest in and to this Agreement.
(b) Notices of Default. Purchaser will deliver to the Financing Party, concurrently with delivery thereof to
ForeFront Power , a copy of each notice of default given by Purchaser under the Agreement, inclusive of a reasonable
description of ForeFront Power default. No such notice will be effective absent delivery to the Financing Party.
Purchaser will not mutually agree with ForeFront Power to cancel, modify or terminate the Agreement without the
written consent of the Financing Party.
(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 ForeFront Power, any and
all rights and remedies of ForeFront Power under this Agreement in accordance with the terms of this Agreement
and only in the event of ForeFront Power’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 ForeFront Power thereunder or cause to be
cured any default of ForeFront Power thereunder in the time and manner provided by the terms of this Agreement.
Nothing herein requires the Financing Party to cure any default of ForeFront Power under this Agreement or (unless
the Financing Party has succeeded to ForeFront Power’s interests under this Agreement) to perform any act, duty or
obligation of ForeFront Power under this Agreement, but Purchaser hereby gives it the option to do so.
iii. Upon the exercise of remedies 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 ForeFront Power to the Financing Party (or any assignee of the Financing Party) in lieu thereof,
the Financing Party shall give notice to 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 ForeFront Power
under the United States Bankruptcy Code, at th e request of the 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.
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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 notice to the Financing Party (at the address provided by
ForeFront Power ) 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 and cure period applicable to ForeFront Power The Parties respective obligations will
otherwise remain in effect during any cure period; provided, if such ForeFront Power 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 of time 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 of remedies by the
Financing Party, shall acquire title to or control of ForeFront Power’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
Packet Pg. 138
Item 9
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Exhibit C
of General Conditions
Requirements Applicable To The Installation Work
Section B.1 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 toba cco products. ForeFront Power 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, ForeFront Power, 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 Policy. 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. ForeFront Power 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, ForeFront Power, 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.
(b) Drug-Free Workplace Certification. ForeFront Power 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”). ForeFront
Power 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. ForeFront Power 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. ForeFront Power, 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, with out 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 1770. The following Labor Code sections are by this
reference incorporated into and are a fully operative part of the Contract, and ForeFront Power shall be responsible
for compliance therewith:
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(a) Section 1735: Anti-Discrimination Requirements;
(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;
(f) Sections 1813 and 1814: Penalty for Failure to Pay Overtime; and
(g) Section 1815: Overtime Pay.
Section B.5 Requirements for Payroll Records. ForeFront Power 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 submi t a bid authorized by Business
and Professions Code Section 7029.1 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, ForeFront
Power, its Subcontractors, and all of their respective employees and agents: (i) shall secure and maintain in force at
all times during the performance of the 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. ForeFront Power 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.
ForeFront Power 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 Minor-Aged Students. ForeFront Power, 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, ForeFront Power, 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 ForeFront Power makes alternative arrangements for supervision of such person(s) that are acceptable
to the Purchaser in its sole discretion.
Packet Pg. 140
Item 9
CONFIDENTIAL AND PROPRIETARY
ENERGY SERVICES AGREEMENT – SOLAR
This Energy Services Agreement (“Agreement”) is made and entered into as of this ____ day of ___________, 201__
(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, LLC, a Delaware limited liability company] (“ForeFront Power”), and [INSERT LEGAL
NAME, ENTITY TYPE AND STATE OF FORMATION] (“Purchaser”; and, together with ForeFront Power, each, a
“Party” and together, the “Parties”).
RECITALS
A. Purchaser desires that ForeFront Power install and operate a solar photovoltaic system at the Premises (as
hereafter defined) for the purpose of providing Energy Services (as hereafter defined), and ForeFront Power
is willing to do the same;
B. ForeFront Power and Purchaser acknowledged those certain General Terms and Conditions of Energy
Services Agreement between Forefront Power, LLC and Purchaser dated as of ____________, 201__
(“General Conditions”), which are incorporated by reference as set forth herein; and
C. The terms and conditions of this Energy Services Agreement, excluding the General Conditions incorporated
herein, constitute the “Special Conditions” referred to in the General Conditions.
In consideration of the mutual promises set forth below, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Incorporation of General Conditions. The General Conditions are incorporated herein as if set forth in their
entirety.
2. Initial Term. The Initial Term of the Agreement shall commence on the Effective Date and shall continue
for Twenty (20) years from the Commercial Operation Date (as defined in the General Conditions), unless
and until extended or terminated earlier pursuant to th e provisions of the Agreement. After the Initial Term,
the Agreement may be renewed for an additional five (5) year term (a “Renewal Term”). At lea st 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, ForeFront Power shall give written notice to Purchaser of the availability of the Renewal
Term. Purchaser shall have sixty (60) days to agree to continuation of the 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”.
{FP Note: If System is paired with an energy storage System, ensure alignment of commencement of Term
in the Energy Storage Special Conditions.}
3. Schedules. The following Schedules hereto are hereby incorporated into this Agreement:
Schedule 1 Description of the Premises, System
and Scope of Work
Schedule 2 Energy Services Payment
Schedule 3 Early Termination Fee
Schedule 4 Estimated Annual Production
Schedule 5 Notice Information
Schedule 6 Site-Specific Information and
Requirements
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
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CONFIDENTIAL AND PROPRIETARY
2
States or any other country in which ForeFront Power or its third-party service ForeFront Powers, or its or
their respective affiliates, subsidiaries, or service ForeFront Powers, maintain facilities. Purchaser consents
to any such transfer of information outside of Purchaser’s country.
5. Milestone Dates.
5.1 The Construction Start Date is 210 days from Effective Date.
5.2 The Guaranteed Commercial Operation Date is 180 days from Construction Start Date.
6. Purchase Requirement; Energy Services Payment. Purchaser agrees to purchase one hundred percent (100%)
of the Energy Services generated by the System and made available by ForeFront Power 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. 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 60 days of each annual anniversary of the Commercial Operation Date, ForeFront Power will provide
a statement to Purchaser that shows the actual annual kWh production from the System for the Term Year,
the Estimated Annual Production, and the Minimum Guaranteed Output (defined below).
8. Minimum Guaranteed 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, ForeFront Power 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 paymen t is due to Purchaser. Any Lost Savings payment shall
occur no later than sixty (60) days after the end of the Term Year during which such Lost Savings occurred.
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CONFIDENTIAL AND PROPRIETARY
3
9. Allowed Disruption Time. Notwithstanding the provisions in Section 4.3 of the General Conditions to the
contrary, during years 4 through 20 (but not years 1 through 3) of the Term, Purchaser shall be afforded a
one-time allocation of fifteen (15) days which may be used consecutively or in separate periods of at least
twenty-four (24) hours each (“Allowed Disruption Time”) during which the System shall be rendered non -
operational. Purchaser shall 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.
10. Sunlight Easements. Purchaser will take all reasonable actions as necessary to prevent other buildings,
structures or flora from overshadowing or otherwise blocking access of sunlight to the System.
11. Use of System. Purchaser will not use electrical energy generated by the System for the purposes of heating
a swimming pool within the meaning of Section 48 of the Internal Revenue Code.
IN WITNESS WHEREOF and in confirmation of their consent to the terms and conditions contained in this
Agreement and intending to be legally bound hereby, ForeFront Power and Purchaser have executed this Agreement
as of the Effective Date.
“PURCHASER”: FFP BTM LLC
By:
Name:
Title:
Date:
“FOREFRONT POWER”: [INSERT PURCHASER LEGAL NAME]
By:
Name:
Title:
Date:
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CONFIDENTIAL AND PROPRIETARY
4
SCHEDULES
I. Schedule 1 – Description of the Premises, System and Subsidy
A. Premises
[Physical Address: _______________________]
[APN Number: _____________]
Site diagram attached:
Yes No
B. Description of Solar System
[Grid-interconnected or any other general descriptors]
Solar System Size: [ ] kW (DC) (this is an estimate (and not a guarantee) of the System
size; ForeFront Power may update the System Size prior to the
Commercial Operation Date.)
C. Anticipated Subsidy or
Rebate
[$ ]
II. Schedule 2 – Energy Services Payment
Purchaser shall pay to ForeFront Power a monthly payment (the “Energy Services Payment”) for the
Energy Services provided by the System during each calendar month of the Term equal to the product of
(x) Actual Monthly Production for the System for the relevant month multiplied by (y) the kWh Rate.
The “Actual Monthly Production” means the amount of energy recorded by ForeFront Power’s metering
equipment during each calendar month of the Term.
The kWh Rate with respect to the System under the Agreement shall be in accordance with the following
schedule:
Term
Year
kWh
Rate[*]
($/kWh)
Term
Year
$/kWh
Rate[*]
($/kWh)
1 11
2 12
3 13
4 14
5 15
6 16
7 17
8 18
9 19
10 20
[*Calculated based on the year 1 kWh Rate multiplied by [X%] inflation factor each year.]
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5
If distribution upgrades are required by the Local Electric Utility, within 30 days of receipt of notice from
the Local Electric Utility of the distribution upgrade costs, Purchaser will provide written notice to Provider
of Purchaser’s election of one of the following options:
1. For every [$] per watt DC of such distribution upgrade costs, the kWh rate in Table 1 will increase
[$] per kWh, with a maximum kWh rate increase of [$] per kWh.
2. Purchaser will pay the entire amount of such distribution upgrade costs, and the kWh rate as stated
in Table 1 will remain unchanged. Purchaser shall make payments directly to the Local Electric
Utility in accordance with the requirements of the Local Electric Utility.
III. Schedule 3 – Early Termination Fee
The Early Termination Fee with respect to the System under the Agreement shall be calculated in accordance
with the following:
Early
Termination
Occurs in Year:
Column 1
Early Termination Fee
where Purchaser does not
take Title to the System
($/Wdc including costs of
removal)
Purchase Date Occurs on the
91st day following:
(Each “Anniversary” below
shall refer to the anniversary
of the Commercial Operation
Date)
Column 2
Early Termination Fee
where Purchaser takes
Title to the System
($/Wdc, does not include
costs of removal)
1* --
2 --
3 --
4 --
5 --
6 5th Anniversary
7 6th Anniversary
8 7th Anniversary
9 8th Anniversary
10 9th Anniversary
11 10th Anniversary
12 11th Anniversary
13 12th Anniversary
14 13th Anniversary
15 14th Anniversary
16 15th Anniversary
17 16th Anniversary
18 17th Anniversary
19 18th Anniversary
20 19th Anniversary
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.
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CONFIDENTIAL AND PROPRIETARY
6
IV. Schedule 4 – Estimated Annual Production
Estimated Annual Production commencing on the Commercial Operation Date with respect to System
under the Agreement shall be as follows:
Term
Year
Estimated
Production
(kWh)
Term
Year
Estimated
Production
(kWh)
1 11
2 12
3 13
4 14
5 15
6 16
7 17
8 18
9 19
10 20
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.
ForeFront Power may deliver to Purchaser an updated table upon the Commercial Operation Date based on
the actual System size.
V. Schedule 5 – Notice Information
Purchaser:
[ ]
ForeFront Power:
[ForeFront Power], LLC
Attn: Director, Energy Services
100 Montgomery St., Suite 1400
San Francisco, CA 94104
With a copy to
[ForeFront Power], LLC
Legal Department
100 Montgomery St., Suite 1400
San Francisco, CA 94104
Email: FPLegal@forefrontpower.com
Financing Party:
[To be provided by ForeFront Power when
known]
VI. Schedule 6 – Site Specific Information and Requirements
In accordance with Section 7.2(f) of the General Conditions, the following information references any
known restrictions on the use of the Premises for the construction, ownership, use and operation of the System,
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CONFIDENTIAL AND PROPRIETARY
7
including any land use restrictions, known underground structures or equipment, or limitations arising under
permits or applicable law, as well as any additional Environmental Documents, reports or studies in the
possession or control of the Purchaser, which shall each have been delivered to ForeFront Power as of the
Effective Date:
Type of Information Information Delivered to ForeFront Power as of the Effective
Date
Phase I environmental site assessment
[Insert applicable details, or mark “Not Applicable”]
Reports on site sampling (soil or
groundwater)
[Insert applicable details, or mark “Not Applicable”]
Land use restrictions imposed by
governmental authorities
[Insert applicable details, or mark “Not Applicable”]
Lease restrictions on proposed solar
installation
[Insert applicable details, or mark “Not Applicable”]
Cleanup plan, corrective action plan or
permits applicable to Premises
[Insert applicable details, or mark “Not Applicable”]
Open spill reports or unresolved release
reports
[Insert applicable details, or mark “Not Applicable”]
Known underground storage tanks,
foundations, utilities
[Insert applicable details, or mark “Not Applicable”]
Utility easements or public rights of way [Insert applicable details, or mark “Not Applicable”]
Completed closure or “cap” on buried waste
or other materials
[Insert applicable details, or mark “Not Applicable”]
Systems in place for extracting and
collecting methane, groundwater or leachate
[Insert applicable details, or mark “Not Applicable”]
Subject to the control of a trustee, group of
en tities or entities other than landlord and/or
Purchaser
[Insert applicable details, or mark “Not Applicable”]
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Item 9
A
B
C
D
E
1 2 3 4 5 6
DATE: 06.22.2018
DRAWN BY: RP
ENGINEER: RP
APPROVED BY:
PROJECT PHASE:
SCALE: 1" = 100'
SHEET NO:
THIS DRAWING IS THE PROPERTY OF FOREFRONT
POWER, LLC. THIS INFROMATION IS CONFIDENTIAL
AND IS TO BE USED ONLY IN CONNECTION WITH WORK
DESCRIBED BY FOREFRONT POWER, LLC.
NO PART IS TO BE DISCLOSED TO OTHERS WITHOUT
WRITTEN PERMISSION FROM FOREFRONT POWER, LLC.
STAMP:
PROJECT NUMBER:
SHEET TITLE:
SHEET SIZE:
NO.REVISION DATE INIT.
NOT FOR
CONSTRUCTION
City of San Luis
Obispo
Reservoir - 1
N Hwy 101 Reservoir 1,
San Luis Obispo,
CA 93401
CA-18-0118
CL-1
CONCEPTUAL LAYOUT
TABLOID 11" X 17"
PRELIMINARY DESIGN
TILT ANGLE
AZIMUTH ANGLE
MODULE TYPE
LAT/LONG
AREA
INVERTERS
25°
180°
LONGI LR6-72PH-360M
35.2692;-120.6349
3.77 Acres
(11) PVI 60TL
QUANTITY 2268
SYSTEM DESCRIPTION
NOTE: DESKTOP ANALYSIS OF TOPOGRAPHY AND TREE
HEIGHTS WERE ASSUMED FOR THE DESIGNS. FINAL
SYSTEM SIZE AND LOCATION WILL VARY BASED ON
FURTHER DILIGENCE
100 MONTGOMERY STREET #1400
SAN FRANCISCO, CA 94104
(855) 204-5083
www.ForeFrontPower.com
2017 FOREFRONT POWER, LLC AND ITS
AFFILIATES ALL RIGHTS RESERVED
SYSTEM SIZE (DC)
SYSTEM SIZE (AC)
816.48 kW
660.00 kW
SNOWLOAD 0 PSF
WINDSPEED 100 MPH
SEISMIC DESIGN CAT.D
PITCH 268 INCHES
FENCING REQUIRED, TYP.
LINEAR FENCING: 2700'
ACCESS ROAD: ~100'
AC Combiners
ASSUMING THE EXISTING UTILITY
TRANSFORMER IS BIG ENOUGH
TO ACCEPT THIS PV SYSTEM SIZE
PROPOSED POCC
480V*
Meter #1009921396
AC Run: ~315'
Packet Pg. 148
Item 9
A
B
C
D
E
1 2 3 4 5 6
DATE: 07-27-2018
DRAWN BY: RP
ENGINEER: RP
APPROVED BY:
PROJECT PHASE:
SCALE: 1" : 70'
SHEET NO:
THIS DRAWING IS THE PROPERTY OF FOREFRONT
POWER, LLC. THIS INFROMATION IS CONFIDENTIAL
AND IS TO BE USED ONLY IN CONNECTION WITH WORK
DESCRIBED BY FOREFRONT POWER, LLC.
NO PART IS TO BE DISCLOSED TO OTHERS WITHOUT
WRITTEN PERMISSION FROM FOREFRONT POWER, LLC.
STAMP:
PROJECT NUMBER:
SHEET TITLE:
SHEET SIZE:
NO.REVISION DATE INIT.
NOT FOR
CONSTRUCTION
San Luis Obispo
Sinsheimer Park
900 Southwood Dr,
San Luis Obispo, CA 93401
CA-18-0149
CL-1
CONCEPTUAL LAYOUT
TABLOID 11" X 17"
PRELIMINARY DESIGN
TILT ANGLE
AZIMUTH ANGLE
MODULE TYPE
LAT/LONG
SNOWLOAD
NO.OF TREES/LIGHTP
INVERTERS
7°
233°
LONGI LR6-72PH-360M
35.2665;-120.6446
0 PSF
~7/4
(1)PVI 60TL
(2)PVI 36TL
QUANTITY 396
SYSTEM DESCRIPTION
NOTE: DESKTOP ANALYSIS OF TOPOGRAPHY
AND TREE HEIGHTS WERE ASSUMED FOR THE
DESIGNS. FINAL SYSTEM SIZE AND LOCATION
WILL VARY BASED ON FURTHER DILIGENCE
100 MONTGOMERY STREET #1400
SAN FRANCISCO, CA 94104
(855) 204-5083
www.ForeFrontPower.com
2017 FOREFRONT POWER, LLC AND ITS
AFFILIATES ALL RIGHTS RESERVED
SYSTEM SIZE (DC)
SYSTEM SIZE (AC)
142.56 kW
132.00 kW
WINDSPEED 110 MPH
SEISMIC CATEGORY D
AC Run: ~210'
Location of POCC
480V, 400A
Meter #: 1003634973
1x7
1x6
1x10
CANOPY BLOCK DETAILS
10 STRING CANOPY BLOCK : 1
6 STRING CANOPY BLOCKS: 2
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Item 9
GENERATING FACILITY INTERCONNECTION
AGREEMENT FOR LOCAL GOVERNMENT
RENEWABLE ENERGY SELF-GENERATION
BILL CREDIT TRANSFER (RES-BCT)
Automated Document, Preliminary Statement Part A Page 1 of 10
Form 79-1191
Advice 5140-E
September 2017
This Generating Facility Interconnection Agreement for Local Government Renewable Energy Self-
Generation Bill Credit Transfer (RES-BCT), (Agreement) is entered into by and between
__________________________________________, a ___________________________________
(Producer), and Pacific Gas and Electric Company (PG&E) a California Corporation. Producer and
PG&E are sometimes also referred to in this Agreement jointly as “Parties” or individually as “Party.”
In consideration of the mutual promises and obligations stated in this Agreement and its
attachments, the Parties agree as follows:
1. SCOPE AND PURPOSE
This Agreement provides for Producer to interconnect and operate a Local Government
Renewable Energy Self Generation Bill Credit Transfer Generating Facility in parallel with
PG&E’s Distribution System to serve the electrical loads connected to the electric service
account that PG&E uses to interconnect Producer’s Generating Facility (or, where permitted
under Section 218 of the California Public Utilities Code (PUC), the electric loads of an on-
site or neighboring party lawfully connected to Producer’s Generating Facility through
Producer’s circuits).
2. SUMMARY AND DESCRIPTION OF PRODUCER’S GENERATING FACILITY
2.1. A description of the Generating Facility, including a summary of its significant
components and a single-line diagram showing the general arrangement of how
Producer’s Generating Facility and loads are interconnected with PG&E’s
Distribution System, are attached to and made a part of this Agreement. (Supplied
by Producer as Appendix A).
2.2. Generating Facility identification number: _________________ (Assigned by PG&E).
2.3. Producer’s electric service agreement ID number: _______________ (Assigned by
PG&E).
2.4. Name and address used by PG&E to locate the electric service account used to
interconnect the Generating Facility with PG&E’s Distribution System:
Name:
Address:
City/Zip Code:
2.5. The Gross Nameplate Rating of the Generating Facility is: ______ kW.
2.6. The Net Nameplate Rating of the Generating Facility is ______ kW.
2.7. The expected annual energy production of the Generating Facility is _______ kWh.
2.8. For the purpose of securing the Competition Transition Charge exemption available
under Section 372 of the California Public Utilities Code (PUC), Producer hereby
declares that the Generating Facility does / does not meet the
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Item 9
GENERATING FACILITY INTERCONNECTION
AGREEMENT FOR LOCAL GOVERNMENT
RENEWABLE ENERGY SELF-GENERATION BILL
CREDIT TRANSFER (RES-BCT)
Automated Document, Preliminary Statement Part A Page 2 of 10
Form 79-1191
Advice 5140-E
September 2017
requirements for Cogeneration as such term is used in Section 216.6 of the
California Public Utilities Code.
2.9. The Generating Facility’s expected date of Initial Operation is _________________.
The expected date of Initial Operation shall be within two years of the date of this
Agreement.
3. DOCUMENTS INCLUDED; DEFINED TERMS
3.1. This Agreement includes the following exhibits which are specifically incorporated
herein and made a part of this Agreement.
Appendix A- Description of Generating Facility and Single-Line Diagram
(Supplied by Producer).
Appendix B- Copies of Rules 2 and 21 and other selected rules and tariffs of
PG&E (Supplied by PG&E).
Appendix C- A Copy of PG&E’s Agreement for Installation of Allocation of
Special Facilities for Parallel Operation of Nonutility-Owned
Generation and/or Electrical Standby Service (Form 79-280)
(Special Facility Agreement), if applicable, (Formed by the
Parties).
Appendix D- Producer Warranty that it Meets the Requirements for an
Eligible Customer-Generator and is an Eligible Renewable
Electrical Generation Facility Pursuant to Section 2830 of the
California Public Utilities Code
Appendix E- Producer Certification that it meets the Definition of a Local
Government, as Defined in Public Utilities Section 2830(A)
3.2. When initially capitalized, whether in the singular or in the plural, the terms used
herein shall have the meanings assigned to them either in this Agreement or in
PG&E’s Rule 21, Section C.
4. TERM AND TERMINATION
4.1. This Agreement shall become effective as of the last date entered in Section 19,
below. The Agreement shall continue in full force and effect until the earliest date
that one of the following events occurs:
(a) The Parties agree in writing to terminate the Agreement.
(b) Unless otherwise agreed in writing by the Parties, at 12:01 A.M. on the day
following the date the electric service account through which Producer’s
Generating Facility is interconnected to PG&E’s Distribution System is closed
or terminated.
(c) At 12:01 A.M. on the 61st day after Producer or PG&E provides written
Notice pursuant to Section 12 below to the other Party of Producer’s or
PG&E’s intent to terminate this Agreement.
4.2. Producer may elect to terminate this Agreement pursuant to the terms of
Section 4.1(c) for any reason. PG&E may elect to terminate this Agreement
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GENERATING FACILITY INTERCONNECTION
AGREEMENT FOR LOCAL GOVERNMENT
RENEWABLE ENERGY SELF-GENERATION BILL
CREDIT TRANSFER (RES-BCT)
Automated Document, Preliminary Statement Part A Page 3 of 10
Form 79-1191
Advice 5140-E
September 2017
pursuant to the terms of Section 4.1(c) for one or more of the following reasons:
(a) A change in applicable rules, tariffs, and regulations, as approved or
directed by the Commission, or a change in any local, state or federal law,
statute or regulation, either of which materially alters or otherwise affects
PG&E’s ability or obligation to perform PG&E’s duties under this
Agreement; or,
(b) Producer fails to take all corrective actions specified in PG&E’s Notice that
Producer’s Generating Facility is out of compliance with the terms of this
Agreement within the time frame set forth in such Notice; or,
(c) Producer fails to interconnect and operate the Generating Facility per the
terms of this Agreement prior to 120 days after the date set forth in Section
2.9, above, as the Generating Facility’s expected date of Initial Operation;
or,
(d) Producer abandons the Generating Facility. PG&E shall deem the
Generating Facility to be abandoned if PG&E determines, in its sole
opinion, the Generating Facility is non-operational and Producer does not
provide a substantive response to PG&E Notice of its intent to terminate
this Agreement as a result of Producer’s apparent abandonment of the
Generating Facility affirming Producer’s intent and ability to continue to
operate the Generating Facility.
4.3. Notwithstanding any other provisions of this Agreement, PG&E shall have the right
to unilaterally file with the Commission, pursuant to the Commission’s rules and
regulations, an application to terminate this Agreement.
4.4. Any agreements attached to and incorporated into this Agreement shall terminate
concurrently with this Agreement unless the Parties have agreed otherwise in
writing.
5. GENERATING FACILITY, OPERATION AND CERTIFICATION REQUIREMENTS
5.1. If Producer declares that its Generating Facility meets the requirements for
Cogeneration as such term is used in Section 216.6 of the PUC (or any successor
definition of Cogeneration) (Cogeneration Requirements), Producer warrants that,
beginning on the date of Initial Operation and continuing throughout the term of this
Agreement, its Generating Facility shall continue to meet such Cogeneration
Requirements. If Producer becomes aware that its Generating Facility has ceased
to meet the Cogeneration Requirements, Producer shall promptly provide PG&E
with Notice of such change pursuant to Section 12.1 below. If at any time during
the term of this Agreement PG&E determines in its sole discretion that Producer’s
Generating Facility may no longer meet the Cogeneration Requirements, PG&E
may require Producer to provide evidence that its Generating Facility continues to
meet the Cogeneration Requirements within 15 business days of PG&E’s request
for such evidence. Additionally, PG&E may periodically (typically, once per year)
inspect Producer’s Generating Facility and/or require documentation from Producer
to monitor the Generating Facility’s compliance with Section 216.6 of the PUC. If
PG&E determines in its sole judgment that Producer either failed to provide
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GENERATING FACILITY INTERCONNECTION
AGREEMENT FOR LOCAL GOVERNMENT
RENEWABLE ENERGY SELF-GENERATION BILL
CREDIT TRANSFER (RES-BCT)
Automated Document, Preliminary Statement Part A Page 4 of 10
Form 79-1191
Advice 5140-E
September 2017
evidence in a timely manner or that it provided insufficient evidence that its
Generating Facility continues to meet the Cogeneration Requirements, then the
Cogeneration status of the Generating Facility shall be deemed ineffective until
such time as Producer again demonstrates to PG&E’s reasonable satisfaction that
the Generating Facility meets the requirements for a Cogeneration facility (the
Status Change).
5.1.1. PG&E shall revise its records and the administration of this Agreement to
reflect the Status Change and provide Notice to Producer of the Status
Change pursuant to Section 12.1 below. This Notice shall specify the
effective date of the Status Change. This date shall be the first day of the
calendar year for which PG&E determines in its sole discretion that the
Generating Facility first ceased to meet the Cogeneration Requirements.
PG&E’s Notice shall include an invoice for Competition Transition Charges
(CTCs) that were not previously billed during the period between the
effective date of the Status Change and the date of the Notice in reliance
upon Producer’s representations that the Generating Facility complied with
the Cogeneration Requirements and therefore was eligible for the
exemption from CTCs available under Section 372 of the PUC.
5.1.2. Any amounts to be paid or refunded by Producer, as may be invoiced by
PG&E pursuant to the terms of this Section 5.1, shall be paid to PG&E
within 30 days of Producer’s receipt of such invoice.
6. INTERCONNECTION FACILITIES
6.1. Producer and/or PG&E, as appropriate, shall provide Interconnection Facilities that
adequately protect PG&E’s Distribution System, personnel, and other persons from
damage or injury, which may be caused by the operation of Producer’s Generating
Facility.
6.2. Producer shall be solely responsible for the costs, design, purchase, construction,
operation, and maintenance of the Interconnection Facilities that Producer owns.
6.3. If the provisions of PG&E’s Rule 21, or any other tariff or rule approved by the
Commission, requires PG&E to own and operate a portion of the Interconnection
Facilities, Producer and PG&E shall promptly execute an Special Facilities
Agreement that establishes and allocates responsibility for the design, installation,
operation, maintenance, and ownership of the Interconnection Facilities. This
Special Facilities Agreement shall be attached to and made a part of this
Agreement as Appendix C.
7. DISTRIBUTION UPGRADES
The Distribution Provider shall design, procure, construct, install, and own the Distribution
Upgrades described in a Special Facilities Agreement attached to an d made a part of this
Agreement as Appendix C. The actual cost of the Distribution Upgrades, including overheads,
shall be directly assigned to the Interconnection Customer.
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Item 9
GENERATING FACILITY INTERCONNECTION
AGREEMENT FOR LOCAL GOVERNMENT
RENEWABLE ENERGY SELF-GENERATION BILL
CREDIT TRANSFER (RES-BCT)
Automated Document, Preliminary Statement Part A Page 5 of 10
Form 79-1191
Advice 5140-E
September 2017
8. NETWORK UPGRADES
8.1. No portion of this Section 9 shall apply unless the interconnection of the Generating
Facility requires Network Upgrades.
8.2. The Distribution Provider or the Distribution Owner shall design, procure, construct,
install, and own the Network Upgrades described in Attachment 6 of this
Agreement. Unless the Distribution Provider elects to pay for Network Upgrades,
the actual cost of the Network Upgrades, including overheads, shall be borne by the
Interconnection Customer unless Section 8.2.1 directs otherwise.
8.2.1. To the extent that the CAISO Tariff, as referenced in Rule 21 section E.4,
provides for cash repayment to interconnection customers for contribution
to the cost of Network Upgrades, the Interconnection Customer shall be
entitled to a cash repayment, equal to the total amount paid to the
Distribution Provider and Affected System operator, if any, for Network
Upgrades, including any tax gross-up or other tax-related payments
associated with the Network Upgrades, and not otherwise refunded to the
Interconnection Customer, to be paid to the Interconnection Customer on a
dollar-for-dollar basis for the non-usage sensitive portion of transmission
charges, as payments are made under the Distribution Provider's Tariff and
Affected System's Tariff for transmission services with respect to the
Generating Facility. Any repayment shall include interest calculated in
accordance with the methodology set forth in FERC’s regulations at 18
C.F.R. §35.19a(a)(2)(iii) from the date of any payment for Network
Upgrades through the date on which the Interconnection Customer
receives a repayment of such payment pursuant to this subparagraph. The
Interconnection Customer may assign such repayment rights to any
person. To the extent that the CAISO Tariff does not provide for cash
repayment to interconnection customers for contribution to the cost of
Network Upgrades, Interconnection Customer is not entitled to a cash
repayment for amounts paid to the Distribution Provider and Affected
Sys tem operator for Network Upgrades, and no cash repayment shall be
made pursuant to this Agreement.
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Item 9
GENERATING FACILITY INTERCONNECTION
AGREEMENT FOR LOCAL GOVERNMENT
RENEWABLE ENERGY SELF-GENERATION BILL
CREDIT TRANSFER (RES-BCT)
Automated Document, Preliminary Statement Part A Page 6 of 10
Form 79-1191
Advice 5140-E
September 2017
8.2.1.1. If the Interconnection Customer is entitled to a cash
repayment pursuant to Article 8.2.1, the Interconnection
Customer, the Distribution Provider, and any applicable
Affected System operators may adopt any alternative
payment schedule that is mutually agreeable so long as the
Distribution Provider and said Affected System operators take
one of the following actions no later than five years from the
Commercial Operation Date: (1) return to the Interconnection
Customer any amounts advanced for Network Upgrades not
previously repaid, or (2) declare in writing that the Distribution
Provider or any applicable Affected System operators will
continue to provide payments to the Interconnection
Customer on a dollar-for-dollar basis for the nonusage
sensitive portion of transmission charges, or develop an
alternative schedule that is mutually agreeable and provides
for the return of all amounts advanced for Network Upgrades
not previously repaid; however, full reimbursement shall not
extend beyond twenty (20) years from the commercial
operation date.
8.2.1.2. If the Generating Facility fails to achieve commercial
operation, but it or another generating facility is later
constructed and requires use of the Network Upgrades, the
Distribution Provider and Affected System operator shall at
that time reimburse the Interconnection Customer for the
amounts advanced for the Network Upgrades if the
Interconnection Customer is entitled to a cash repayment
pursuant to Article 8.2.1. Before any such reimbursement can
occur, the Interconnection Customer, or the entity that
ultimately constructs the generating facility, if different, is
responsible for identifying the entity to which reimbursement
must be made.
8.3. Notwithstanding any other provision of this Agreement, nothing herein shall be
construed as relinquishing or foreclosing any rights, including but not limited to firm
transmission rights, capacity rights, transmission congestion rights, or transmission
credits, that the Interconnection Customer shall be entitled to, now or in the future,
under any other agreement or tariff as a result of, or otherwise associated with, the
transmission capacity, if any, created by the Network Upgrades, including the right
to obtain cash reimbursements or transmission credits for transmission service that
is not associated with the Generating Facility.
9. LIMITATION OF LIABILITY
Each Party’s liability to the other Party for any loss, cost, claim, injury, liability, or expense,
including reasonable attorney’s fees, relating to or arising from any act or omission in its
performance of this agreement, shall be limited to the amount of direct damage actually
incurred. In no event shall either Party be liable to the other Party for any indirect, special,
consequential, or punitive damages of any kind whatsoever.
10. INSURANCE
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GENERATING FACILITY INTERCONNECTION
AGREEMENT FOR LOCAL GOVERNMENT
RENEWABLE ENERGY SELF-GENERATION BILL
CREDIT TRANSFER (RES-BCT)
Automated Document, Preliminary Statement Part A Page 7 of 10
Form 79-1191
Advice 5140-E
September 2017
10.1. In connection with Producer’s performance of its duties and obligations under this
Agreement, Producer shall maintain, during the term of this Agreement, general
liability insurance with a combined single limit of not less than:
(a) Two million dollars ($2,000,000) for each occurrence if the Gross
Nameplate Rating of Producer’s Generating Facility is greater than one
hundred (100) kW;
(b) One million dollars ($1,000,000) for each occurrence if the Gross
Nameplate Rating of Producer’s Generating Facility is greater than twenty
(20) kW and less than or equal to one hundred (100) kW; and
(c) Five hundred thousand dollars ($500,000) for each occurrence if the Gross
Nameplate Rating of Producer’s Generating Facility is twenty (20) kW or
less.
(d) Two hundred thousand dollars ($200,000) for each occurrence if the Gross
Nameplate Rating of Producer’s Generating Facility is ten (10) kW or less
and Producer’s Generating Facility is connected to an account receiving
residential service from PG&E.
Such general liability insurance shall include coverage for “Premises-Operations,
Owners and Contractors Protective, Products/Completed Operations Hazard,
Explosion, Collapse, Underground, Contractual Liability, and Broad Form Property
Damage including Completed Operations.”
10.2. The general liability insurance required in Section 11.1 shall, by endorsement to the
policy or policies, (a) include PG&E as an additional insured; (b) contain a
severability of interest clause or cross-liability clause; (c) provide that PG&E shall
not by reason of its inclusion as an additional insured incur liability to the insurance
carrier for payment of premium for such insurance; and (d) provide for thirty (30)
calendar days’ written notice to PG&E prior to cancellation, termination, alteration,
or material change of such insurance.
10.3. Evidence of the insurance required in Section 11.2 shall state that coverage
provided is primary and is not in excess to or contributing with any insurance or
self-insurance maintained by PG&E.
10.4. Producer agrees to furnish the required certificates and endorsements to PG&E
prior to Initial Operation. PG&E shall have the right to inspect or obtain a copy of
the original policy or policies of insurance.
10.5. If Producer is self-insured with an established record of self-insurance, Producer
may comply with the following in lieu of Sections 11.1 through 11.3:
(a) Producer shall provide to, PG&E, at least thirty (30) calendar days prior to
the date of Initial Operation, evidence of an acceptable plan to self-insure
to a level of coverage equivalent to that required under Section 11.1.
(b) If Producer ceases to self-insure to the level required hereunder, or if
Producer are unable to provide continuing evidence of Producer’s ability to
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GENERATING FACILITY INTERCONNECTION
AGREEMENT FOR LOCAL GOVERNMENT
RENEWABLE ENERGY SELF-GENERATION BILL
CREDIT TRANSFER (RES-BCT)
Automated Document, Preliminary Statement Part A Page 8 of 10
Form 79-1191
Advice 5140-E
September 2017
self-insure, Producer agrees to immediately obtain the coverage required
under Section 11.1.
10.6. All insurance certificates, statements of self-insurance, endorsements,
cancellations, terminations, alterations, and material changes of such insurance
shall be issued and submitted via email or fax to the following:
Pacific Gas and Electric Company
c/o EXIGIS LLC
support@exigis.com
Fax: 646-755-3327
11. NOTICES
11.1. Any written notice, demand, or request required or authorized in connection with
this Agreement (Notice) shall be deemed properly given if delivered in person or
sent by first class mail, postage prepaid, to the person specified below:
If to PG&E: Pacific Gas and Electric Company
Attention: Electric Generation Interconnection - Contract
Management
245 Market Street
Mail Code N7L
San Francisco, California 94105-1702
If to Producer:
Producer Name:
Address:
City:
Phone: ( )
FAX: ( )
11.2. A Party may change its address for Notices at any time by providing the other Party
Notice of the change in accordance with Section 12.1.
11.3. The Parties may also designate operating representatives to conduct the daily
communications, which may be necessary or convenient for the administration of
this Agreement. Such designations, including names, addresses, and phone
numbers may be communicated or revised by one Party’s Notice to the other.
12. REVIEW OF RECORDS AND DATA
12.1. PG&E shall have the right to review and obtain copies of Producer’s operations and
maintenance records, logs, or other information such as, unit availability,
maintenance outages, circuit breaker operation requiring manual reset, relay
targets and unusual events pertaining to Producer’s Generating Facility or its
interconnection with PG&E’s Distribution System.
12.2. Producer authorizes to release to the California Energy Commission (CEC)
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GENERATING FACILITY INTERCONNECTION
AGREEMENT FOR LOCAL GOVERNMENT
RENEWABLE ENERGY SELF-GENERATION BILL
CREDIT TRANSFER (RES-BCT)
Automated Document, Preliminary Statement Part A Page 9 of 10
Form 79-1191
Advice 5140-E
September 2017
information regarding Producer’s facility, including customer name, location, size,
and operational characteristics of the unit, as requested from time to time pursuant
to the CEC’s rules and regulations.
13. ASSIGNMENT
Producer shall not voluntarily assign its rights nor delegate its duties under this Agreement
without PG&E’s written consent. Any assignment or delegation Producer makes without
PG&E’s written consent shall not be valid. PG&E shall not unreasonably withhold its
consent to Producer’s assignment of this Agreement.
14. NON-WAIVER
None of the provisions of this Agreement shall be considered waived by a Party unless such
waiver is given in writing. The failure of a Party to insist in any one or more instances upon
strict performance of any of the provisions of this Agreement or to take advantage of any of
its rights hereunder shall not be construed as a waiver of any such provisions or the
relinquishment of any such rights for the future, but the same shall continue and remain in
full force and effect.
15. GOVERNING LAW, JURISDICTION OF COMMISSION, INCLUSION OF PG&E’s TARIFF
SCHEDULES AND RULES
15.1. This Agreement shall be interpreted, governed, and construed under the laws of the
State of California as if executed and to be performed wholly within the State of
California without giving effect to choice of law provisions that might apply to the law
of a different jurisdiction.
15.2. This Agreement shall, at all times, be subject to such changes or modifications by
the Commission as it may from time to time direct in the exercise of its jurisdiction.
15.3. The interconnection and services provided under this Agreement shall at all times
be subject to the terms and conditions set forth in the Tariff Schedules and Rules
applicable to the electric service provided by, PG&E, which Tariff Schedules and
Rules are hereby incorporated into this Agreement by this reference.
15.4. Notwithstanding any other provisions of this Agreement, PG&E shall have the right
to unilaterally file with the Commission, pursuant to the Commission’s rules and
regulations, an application for change in rates, charges, classification, service, tariff
or rule or any agreement relating thereto.
16. AMENDMENT AND MODIFICATION
This Agreement can only be amended or modified in writing, signed by both Parties.
17. ENTIRE AGREEMENT
This Agreement, including any incorporated Tariff Schedules and rules, contains the entire
agreement and understanding between the Parties, their agents, and employees as to the
subject matter of this Agreement. Each party also represents that in entering into this
Agreement, it has not relied on any promise, inducement, representation, warranty,
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GENERATING FACILITY INTERCONNECTION
AGREEMENT FOR LOCAL GOVERNMENT
RENEWABLE ENERGY SELF-GENERATION BILL
CREDIT TRANSFER (RES-BCT)
Automated Document, Preliminary Statement Part A Page 10 of 10
Form 79-1191
Advice 5140-E
September 2017
agreement or other statement not set forth in this Agreement or in the incorporated tariff
schedules and rules.
18. SIGNATURES
IN WITNESS WHEREOF, the Parties hereto have caused two originals of this Agreement
to be executed by their duly authorized representatives. T his Agreement is effective as of
the last date set forth below.
BY:
PACIFIC GAS AND ELECTRIC COMPANY
(Producer’s Company Name)
(Signature) (Signature)
(Print Name) (Print Name)
(Title) (Title)
(Date) (Date)
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GENERATING FACILITY INTERCONNECTION
AGREEMENT FOR LOCAL GOVERNMENT
RENEWABLE ENERGY SELF-GENERATION BILL
CREDIT TRANSFER (RES-BCT)
Automated Document, Preliminary Statement Part A Page __ of __
Form 79-1191, Appendix A
Advice 5140-E
September 2017
APPENDIX A
DESCRIPTION OF GENERATING FACILITY
AND SINGLE-LINE DIAGRAM,
(Provided by Producer)
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SHEET:REVISIONS
NO.DATE ONE LINE DIAGRAM
DWG #:
DECEMBER 2017
SCALE:
DRAWN BY:
DESIGNED BY:
JOB #:
DATE:
CRT
XXX-17-170
GRO
AS SHOWN
JOE PREVENDAR, PE CA. EE 16581
GARY R. OLSEN, PE CA. EE 8283
4049 NORTH FRESNO ST.
FRESNO, CA 93726
559-221-7230 FAX 559-221-0507
joe@epsfresno.com
gary@epsfresno.com
SOLAR IMPROVEMENT
SAN LUIS OBISPO RESERVOIR
SAN LUIS OBISPO, CAE-1XXX170_RES_E1_SLAB CDEGFHIJKL1234567891011121314151617181912345678910111213141516171819NOTE: CALL "USA UNDERGROUND (811)" BEFOREPENETRATING ANY EXISTING SURFACE TO EARTH BELOWELECTRICAL POWER SYSTEMS, Inc. (EPS) IS RESPONSIBLE FOR DESIGN OF ELECTRICAL SYSTEMS AS SHOWN ON THIS DOCUMENTONLY. EPS IS NOT RESPONSIBLE FOR ANY WORK SAFETY PROCEDURES AS DICTATED BY INTERNATIONAL, NATIONAL (USA), STATE ORTERRITORY OF THE USA, LOCAL, AND/OR OTHER ENTITIE(S) AND/OR RESULTS OF SAID REQUIREMENTS. ANY USE OF THIS DOCUMENTFOR ANY PURPOSE MUST ALSO REFER TO RESPECTIVE PROJECT (THIS DOCUMENT IS APART OF) SPECIFICATIONS, IF ANY, (WHICHMAY BE UNDER SEPARATE COVER) AND ABIDE BY SAID SPECIFICATIONS AND ANY AND ALL REQUIREMENTS WITHIN SAIDSPECIFICATIONS IN ADDITION TO REQUIREMENTS ON OR IN THIS DOCUMENT. THE ORIGINAL OF THIS DOCUMENT (HARD COPY ORELECTRONIC FILE) IS OWNED BY EPS AND MAY NOT BE CHANGED OR ALTERED IN ANY MANNER WITHOUT THE EXPRESS PERMISSIONOF EPS. ANY CHANGES MADE BY OTHER THAN EPS MUST BE IMMEDIATELY TRANSMITTED TO EPS. EPS WILL NOT BE RESPONSIBLEFOR "ANY RESULT" ARISING OR OCCURRING FROM ANY CHANGES TO THIS DOCUMENT NOT EXACTLY MATCHING EPS'S FILE COPY OFTHE ORIGINAL DOCUMENT AND/OR UN-AUTHORIZED CHANGES TO THE LATEST MASTER DOCUMENT ON FILE AT EPS.PG&EPG&E 480/277V SERVICE PERPG&E FOR 960KWe SOLAR FIELD &EXISTING WWTP LOAD. OWNERWILL FURNISH & INSTALL ALLSUBSTRUCTURES. IF PGE WISHES A59N GROUND ON HI SIDE, PGE TOPROVIDE . PGE TO PROVIDE RULE21 CONSTRUCTION PLAN ANDSPEC'S.12KVPG&ERECLOSER12kVPG&E PAD MOUNT(???) kVA XFMRPER PG&E480/277V SERVICESWITCHGEAR 'M1'480/277V1600A-3PH-4W-65kAICMPG&E NETMETER1PH15kVA CPT80/2PANEL 'A'240/120V-100A1PH-3W24 CKT20/120/12 GFIsSWBD LIGHTS20/2ISOLATED BATTERY SECTION3-20/1SOLAR HMITBSTB3410AaT T T T STB3410Ab51C51R51GREDUNDANTBECKWITH W/TESTBLOCKS480VDC275981O81U2559N(PROVIDED BYPG&E PER PG&E)3-1600:5A,BA,B,C3-1600:552-MI862500A FR2000A TPDRAW OUTPOWER CB, LSIG,3P, 65KAICMINIMUM, ABBSACE Emax2DRAWOUT48VDCCLOSE/TRIP3-FTBA,B3-F3410A52a52bMAIN BUS - 'M1' 480/277V-3P2500A CU,480/277V, 3Ph,4W,65KAICFLOAT1EQUALSUMMARYALARMPG&E LVALARM10A3410Aa10A3410Ab30ASLUG52-MI52-MITRIPSPARE20APANEL 'B'50AAT-10CHARGER IN/OUTC.B.s MAG TRIP ONLYLOAD (8HR)TO 1.15VTO AGENCY 24HRMONITORALI-CAD BATTERY80AH 8HRNGPERCEC20/1TVENT FAN20/1HTRT1600/3PG&E REQUIREDVISIBLE BLADELOCKABLE 65kAICU.G.PULL SECTIONMCECSOLARMONITORMETERINGVIA 3rdPARTYSWITCH BOARD S1-PART OF MAIN SWITCHBOARD M1 - 1600A, 480/277V, 3PH, 4W,65KAICSOLAR GENERATION CONTTIBUTION:1152A960KW (PF = >0.99)MAX 1632 AMPS INT SYM FAULTCONTRIBUTION (ALL INVERTERS)TO FULL FAULT UPSTREAM-ALL INVERTERS ON1-2.5"D3-#4/0CU PH1-#4/0 N1-2 GNDVD=<3%TO FIELDARRAY S1SEE E-2 TO E-4 FORCONTINUATION1234567GENERAL NOTE:1- ALL WORK IS TO COMPLY WITH CA-CEC, US-NESC, OSHA REQUIREMENTS, ALL UTILITY REQUIREMENTS, CA-CEC REQUIREMENTS, CAISO REQUIREMENTS WHERE APPLICABLE, AND ANYOTHER REGULATION, RULE, REQUIREMENT THAT APPLIES TO ALL ELECTRICAL WORK AND SOLAR WORK.2-FOLLOW ALL SOLAR MANUFACTURE REQUIREMENTS WHERE APPLICABLE WITHOUT VIOLATING ANY REQUIREMENTS IN 1- ABOVEDATE:20/1SECTION HEATERS ASNEEDED CIRCUITSFURNISH WITH HYDROGEN DETECTOR - ALARM 1 =FAN ON/TELEMETRY, ALARM 2 = DANGER/TELEMETRYSPG&EMETERPERPG&E3410A2 SETS3-1600:53410ATB52-M12000/3 FR1600/3 TP65kAICLSIG48VDCCONTROLPER PGEMMCPT-15KVA1PH, 3W60/2PANEL 'A'240/120V24 CKTTTYPICALHEATEREACHSECTIONCECMETERPER 3RDPARTY1600/3UTILITYDISCONNECT65kAICLOCKABLEDOORANDHANDLE225A FRSPACEBATTERYSYSTEMTHERMALLYISOLATEDVENTEDSECTIONPANEL 'B1'FANTTTTTSSSMMSSNEWNEWA,B3410ASYNCPGE APPROVED W.P.2500A BUS DUCTMAIN TO XFCONNECTIONNOMINAL48VDCNiCad86CSALL LEDINDICATORSDIRECT 480V INVIA SW/FUSE BLKFUSEDPRINGLETYPEQA123T480VBOLTEDPRESSURE200KKAIC225A FR200/3 TPARRAY S1LSIG65kAIC225A FRSPACE225A FRSPACESWBS S-1SWBD M1225A FR200/3 TP LSIG65kAICT240/120V, 1PH, 3W2-FORIT FUNCTION 50REQUIRED THEN RELAYBECOMES 3520IN2 = 52aIN1 = 52b2-26-18 REV 1.0SH 1 OF 4DESCRIPTION
1 2-26-18 REVISIONS PER PGE100/3FR50/3TPLSI, 65KAICPRINGLE BOLTED PRESSURE SWITCH,VISIBLE BLADE POSITION, LOCKABLEDOOR AND HANDLE PROVISIONS FORPGE SEAL. FUSED CLASS 'L', 1600A,480V 200,000KAIC, LOAD BREAKPRINGLE #QA1233T480PROVIDE OPEN DELTA 10KVA-15KVA A-A PAD MOUNTEDTRANSFORMERS ON NEW PAD OUTSIDE STRUCTURE MAINAND CONNECT OPEN DELTA 3PH, 4 WIRE (240/120V MID TAP)TO EXISTING 100A MAIN, FOLLOW CEC REQUIREMENTS ONRECONNECTION. REMOVE OLD PG&E SERVICE. GROUND TOEXISTING GROUND AT EXISTING METER AND NEW SERVICEGROUND WITH #1/0 CU MINIMUM PER CEC.1-2.5"D3-#4/0CU PH1-#4/0 N1-2 GNDVD=<3%TO FIELDARRAY S2SEE E-2 TO E-4 FORCONTINUATION225A FR200/3 TP LSIG65kAIC1-2.5"D3-#4/0CU PH1-#4/0 N1-2 GNDVD=<3%TO FIELDARRAY S3SEE E-2 TO E-4 FORCONTINUATION225A FR200/3 TP LSIG65kAIC1-2.5"D3-#4/0CU PH1-#4/0 N1-2 GNDVD=<3%TO FIELDARRAY S4SEE E-2 TO E-4 FORCONTINUATION225A FR200/3 TP LSIG65kAIC1-2.5"D3-#4/0CU PH1-#4/0 N1-2 GNDVD=<3%TO FIELDARRAY S5SEE E-2 TO E-4 FORCONTINUATION225A FR200/3 TP LSIG65kAIC1-2.5"D3-#4/0CU PH1-#4/0 N1-2 GNDVD=<3%TO FIELDARRAY S6SEE E-2 TO E-4 FORCONTINUATION225A FR200/3 TP LSIG65kAIC1-2.5"D3-#4/0CU PH1-#4/0 N1-2 GNDVD=<3%TO FIELDARRAY S7SEE E-2 TO E-4 FORCONTINUATION225A FR200/3 TP LSIG65kAIC1-2.5"D3-#4/0CU PH1-#4/0 N1-2 GNDVD=<3%TO FIELDARRAY S8SEE E-2 TO E-4 FORCONTINUATION225A FR200/3 TP LSIG65kAICWINDOWINSTALL REQUIRED PG&E NAME PLATES PER PGE400./3FR, 50/3TPLSI400/3 SPACE225/3 SPACE225A FR200/3 TPARRAY 8LSIG65kAIC6 MOREBREAKERS ASNOTED FORARRAYS 2-72000A BUS2000A BUS1600A BUS
T:\files\XXX (MISC)\170 - SLO WWTP Solar\DWGS - Reservoir\DWGS REV 1.0 2-27-18\XXX170_Res_E1_SL.dwg, SINGLE LINE, 2/27/2018 5:52:48 PM, Gary, 1:2.04651
Packet Pg. 161Item 9
SHEET:REVISIONS
REVISIONNO. DATE ONE LINE DIAGRAM
DWG #:
DECEMBER 2017
SCALE:
DRAWN BY:
DESIGNED BY:
JOB #:
DATE:
CRT
XXX170 SLO RESERVOIR
GRO
AS SHOWN
JOE PREVENDAR, PE CA. EE 16581
GARY R. OLSEN, PE CA. EE 8283
4049 NORTH FRESNO ST.
FRESNO, CA 93726
559-221-7230 FAX 559-221-0507
joe@epsfresno.com
gary@epsfresno.com
SOLAR IMPROVEMENT
SAN LUIS OBISPO RESERVOIR
SAN LUIS OBISPO, CAE-2XXX170_RES_E2_SLAB CDEGFHIJKL12345678910111213141516171819NOTE: CALL "USA UNDERGROUND (811)" BEFOREPENETRATING ANY EXISTING SURFACE TO EARTH BELOWELECTRICAL POWER SYSTEMS, Inc. (EPS) IS RESPONSIBLE FOR DESIGN OF ELECTRICAL SYSTEMS AS SHOWN ON THIS DOCUMENTONLY. EPS IS NOT RESPONSIBLE FOR ANY WORK SAFETY PROCEDURES AS DICTATED BY INTERNATIONAL, NATIONAL (USA), STATE ORTERRITORY OF THE USA, LOCAL, AND/OR OTHER ENTITIE(S) AND/OR RESULTS OF SAID REQUIREMENTS. ANY USE OF THIS DOCUMENTFOR ANY PURPOSE MUST ALSO REFER TO RESPECTIVE PROJECT (THIS DOCUMENT IS APART OF) SPECIFICATIONS, IF ANY, (WHICHMAY BE UNDER SEPARATE COVER) AND ABIDE BY SAID SPECIFICATIONS AND ANY AND ALL REQUIREMENTS WITHIN SAIDSPECIFICATIONS IN ADDITION TO REQUIREMENTS ON OR IN THIS DOCUMENT. THE ORIGINAL OF THIS DOCUMENT (HARD COPY ORELECTRONIC FILE) IS OWNED BY EPS AND MAY NOT BE CHANGED OR ALTERED IN ANY MANNER WITHOUT THE EXPRESS PERMISSIONOF EPS. ANY CHANGES MADE BY OTHER THAN EPS MUST BE IMMEDIATELY TRANSMITTED TO EPS. EPS WILL NOT BE RESPONSIBLEFOR "ANY RESULT" ARISING OR OCCURRING FROM ANY CHANGES TO THIS DOCUMENT NOT EXACTLY MATCHING EPS'S FILE COPY OFTHE ORIGINAL DOCUMENT AND/OR UN-AUTHORIZED CHANGES TO THE LATEST MASTER DOCUMENT ON FILE AT EPS.12-21-20172 OF 4225/3 FR200/3 TPLSIG 65KAIC1-2.5"D3-#4/0 CU P1-#4/0 CU N1-#2 GNDVP =<3%SWBD-S1-1, 480/277V, 225A, 3Ph, 4W, 35KAIC CU, N-3R60/3 LSI35KAIC1.5"C3-#4,1-#2/GSOLARCO. J-BOXINVERTERFRONIUSSYMO10.O-3-48010KW OUT12.0A FLA17.0A Isc2 STRINGS14 PNL'sEA STRINGREC # REC345TP2S72ALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS 30KWAFL=36ASC =5160/3 LSI35KAICSOLARCO. J-BOXALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS60/3 LSI35KAICSOLARCO. J-BOXALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS60/3 LSI35KAICSOLARCO. J-BOXALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS120KW144A204ASC`SWBD-S1, 480/277V, 1600A, 3Ph, 4W, 65KAIC CU, N-3R---FIELD U.G. FEEDERFIELD U.G. FEEDERMAIN SOLAR DISTRIBUTION PANL IN MAIN SWITCH BOARDARRAY S1TOTAL SOLAR SUMMARY:FIELD = 960KW,TOTAL AMPS = 1,152, MAXIMUM M @ pf = 0.999XTOTAL AMPS SC OUT - 1,632) (MAX UNRESTRAINED TIME) - 10 SECONDS) (17A PER INVERTER)TOTAL NUMBER OF INVERTERS = 96 (2 STRINGS PER INVERTER), INDIVIDUAL SOLAR PANELS PER SUPPLIER MEETING CEC APPROVALINVERTERS = FRONIUS SYMO SERIES, 10.0-3-480, RATED 9995VA OUT, 480V DELTA + NEUTRAL & GROUND, THD = <1.75%, 60HZ, PFRANGE = 0-1 IND/CAP, REMOTE J-BOX OUTPUT BREAKER = 15/3(100% RATED) OR 20/3 LI, MAX EFF. = 98.1%, CEC EFF, = 96.5%,NIGHT CONSUMPTION = 1W, COOLING =- VS FAN, NEMA 4X, UL 1741-SA (CA SUPPLEMENT APPROVED) , UL 1998,SEE MANUFACTURE DATA FOR OTHER APPROVALS.DATE:225/3 FR200/3 TPLSIG 35KAIC 30KWAFL=36ASC =51 30KWAFL=36ASC =51 30KWAFL=36ASC =511.5"C3-#4,1-#2/GFIELD U.G. FEEDER1.5"C3-#4,1-#2/GFIELD U.G. FEEDER1.5"C3-#4,1-#2/GFIELD U.G. FEEDERNOTE: EACH INVERTER SPEC MAXIMUM OUTPUT IS 9.995KW AT 480V AND 12 AMPS CONNECTED DELTAWITH NEUTRAL, THEREFORE ROUNDED UP TO 10KW FOR PURPOSES OF CALCULATIONS. EACH INVERTERMEETS THE REQUIREMENTS OF UL #1741-SA INCLUDING ANTI-ISLANDING AND CEC EFFICIENCY IS 96.5%.THD = <1.75 AND PF RANGE IS 0-1 IND/CAP225/3 FR200/3 TPLSIG 65KAIC1-2.5"D3-#40 CU P1-#4/0 CU1-#2 GNDVP =<3%SWBD-S1-1, 480/277V, 225A, 3Ph, 4W, 35KAIC CU, N-3R60/3 LSI35KAIC1.5"C3-#4,1-#2/GSOLARCO. J-BOXINVERTERFRONIUSSYMO10.O-3-48010KW OUT12.0A FLA17.0A Isc2 STRINGS14 PNL'sEA STRINGREC # REC345TP2S72ALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS 30KWAFL=36ASC =5160/3 LSI35KAICSOLARCO. J-BOXALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS60/3 LSI35KAICSOLARCO. J-BOXALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS60/3 LSI35KAICSOLARCO. J-BOXALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS120KW144A204ASC`SWBD-S1, 480/277V, 2000A, 3Ph, 4W, 65KAIC CU, N-3R---FIELD U.G. FEEDERFIELD U.G. FEEDERFIELD SUB-DISTRIBUTION PANELMOUNTED ON PANEL RACKSMAIN SOLAR DISTRIBUTION PANL IN MAIN SWITCH BOARDARRAY S2225/3 FR200/3 TPLSIG 35KAIC 30KWAFL=36ASC =51 30KWAFL=36ASC =51 30KWAFL=36ASC =511.5"C3-#4,1-#2/GFIELD U.G. FEEDER1.5"C3-#4,1-#2/GFIELD U.G. FEEDER1.5"C3-#4,1-#2/GFIELD U.G. FEEDERNOTE: EACH INVERTER SPEC MAXIMUM OUTPUT IS 9.995KW AT 480V AND 12 AMPS CONNECTED DELTAWITH NEUTRAL, THEREFORE ROUNDED UP TO 10KW FOR PURPOSES OF CALCULATIONS. EACH INVERTERMEETS THE REQUIREMENTS OF UL #1741-SA INCLUDING ANTI-ISLANDING AND CEC EFFICIENCY IS 96.5%.THD = <1.75 AND PF RANGE IS 0-1 IND/CAP225/3 FR200/3 TPLSIG 65KAIC1-2.5"D3-#4/0 CU P1-#4/0 CU N1-#2 GNDVP =<3%SWBD-S1-1, 480/277V, 225A, 3Ph, 4W, 35KAIC CU, N-3R60/3 LSI35KAIC1.5"C3-#4,1-#2/GSOLARCO. J-BOXINVERTERFRONIUSSYMO10.O-3-48010KW OUT12.0A FLA17.0A Isc2 STRINGS14 PNL'sEA STRINGREC # REC345TP2S72ALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS 30KWAFL=36ASC =5160/3 LSI35KAICSOLARCO. J-BOXALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS60/3 LSI35KAICSOLARCO. J-BOXALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS60/3 LSI35KAICSOLARCO. J-BOXALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS120KW144A204ASC`SWBD-S1, 480/277V, 2000A, 3Ph, 4W, 65KAIC CU, N-3R---FIELD U.G. FEEDERFIELD U.G. FEEDERFIELD SUB-DISTRIBUTION PANELMOUNTED ON PANEL RACKSMAIN SOLAR DISTRIBUTION PANL IN MAIN SWITCH BOARDARRAY S3225/3 FR200/3 TPLSIG 35KAIC 30KWAFL=36ASC =51 30KWAFL=36ASC =51 30KWAFL=36ASC =511.5"C3-#4,1-#2/GFIELD U.G. FEEDER1.5"C3-#4,1-#2/GFIELD U.G. FEEDER1.5"C3-#4,1-#2/GFIELD U.G. FEEDERNOTE: EACH INVERTER SPEC MAXIMUM OUTPUT IS 9.995KW AT 480V AND 12 AMPS CONNECTED DELTAWITH NEUTRAL, THEREFORE ROUNDED UP TO 10KW FOR PURPOSES OF CALCULATIONS. EACH INVERTERMEETS THE REQUIREMENTS OF UL #1741-SA INCLUDING ANTI-ISLANDING AND CEC EFFICIENCY IS 96.5%.THD = <1.75 AND PF RANGE IS 0-1 IND/CAPREV 1.01.0 2-27-18 CHANGED INVERTERS SOLAR FIELD WIRING TO SOLAR CO.J-BOX MOUNTED ON SOLAR PANEL RACKS PER APPLICABLE CEC ELECTRICAL CODE REQUIREMENTS. SOLAR CO.J-BOXIS NEMA 3R PANEL WITH INCOMING LUGS FOR FEEDERS FROM SWBD-S1-1 AND 4 DISTRIBUTION BOLT-ON 35KAIC 20/3 DISTRIBUTION BREAKERSMARKED AS TO INVERTER FED. NUMBER AND A-FIX PVC ENGRAVED NAME PLATE TO SWBD-S1-1 SUB FEED BREAKER, J-BOX, INDIVIDUAL SUB BREAKERSAND INVERTERS AS TO ARRAY SWBD FEEDER" SX", AND J-BOX "SX-Y", J-BOX SUB-BREAKER NUMBERS "SX-Y-Z" AND INVERTER "INV-SX-Y-Z"TYP. ALL ARRAYST:\files\XXX (MISC)\170 - SLO WWTP Solar\DWGS - Reservoir\DWGS REV 1.0 2-27-18\XXX170_Res_E2_SL.dwg, SINGLE LINE, 2/27/2018 5:55:25 PM, Gary, 1:2
Packet Pg. 162Item 9
SHEET:REVISIONS
REVISIONNO. DATE ONE LINE DIAGRAM
DWG #:
DECEMBER 2017
SCALE:
DRAWN BY:
DESIGNED BY:
JOB #:
DATE:
CRT
XXX170 SLO RESERVOIR
GRO
AS SHOWN
JOE PREVENDAR, PE CA. EE 16581
GARY R. OLSEN, PE CA. EE 8283
4049 NORTH FRESNO ST.
FRESNO, CA 93726
559-221-7230 FAX 559-221-0507
joe@epsfresno.com
gary@epsfresno.com
SOLAR IMPROVEMENT
SAN LUIS OBISPO RESERVOIR
SAN LUIS OBISPO, CAE-3XXX170_RES_E3_SLAB CDEGFHIJKL12345678910111213141516171819NOTE: CALL "USA UNDERGROUND (811)" BEFOREPENETRATING ANY EXISTING SURFACE TO EARTH BELOWELECTRICAL POWER SYSTEMS, Inc. (EPS) IS RESPONSIBLE FOR DESIGN OF ELECTRICAL SYSTEMS AS SHOWN ON THIS DOCUMENTONLY. EPS IS NOT RESPONSIBLE FOR ANY WORK SAFETY PROCEDURES AS DICTATED BY INTERNATIONAL, NATIONAL (USA), STATE ORTERRITORY OF THE USA, LOCAL, AND/OR OTHER ENTITIE(S) AND/OR RESULTS OF SAID REQUIREMENTS. ANY USE OF THIS DOCUMENTFOR ANY PURPOSE MUST ALSO REFER TO RESPECTIVE PROJECT (THIS DOCUMENT IS APART OF) SPECIFICATIONS, IF ANY, (WHICHMAY BE UNDER SEPARATE COVER) AND ABIDE BY SAID SPECIFICATIONS AND ANY AND ALL REQUIREMENTS WITHIN SAIDSPECIFICATIONS IN ADDITION TO REQUIREMENTS ON OR IN THIS DOCUMENT. THE ORIGINAL OF THIS DOCUMENT (HARD COPY ORELECTRONIC FILE) IS OWNED BY EPS AND MAY NOT BE CHANGED OR ALTERED IN ANY MANNER WITHOUT THE EXPRESS PERMISSIONOF EPS. ANY CHANGES MADE BY OTHER THAN EPS MUST BE IMMEDIATELY TRANSMITTED TO EPS. EPS WILL NOT BE RESPONSIBLEFOR "ANY RESULT" ARISING OR OCCURRING FROM ANY CHANGES TO THIS DOCUMENT NOT EXACTLY MATCHING EPS'S FILE COPY OFTHE ORIGINAL DOCUMENT AND/OR UN-AUTHORIZED CHANGES TO THE LATEST MASTER DOCUMENT ON FILE AT EPS.12-21-20172 OF 4225/3 FR200/3 TPLSIG 65KAIC1-2.5"D3-#4/0 CU P1-#4/0 CU N1-#2 GNDVP =<3%SWBD-S1-1, 480/277V, 225A, 3Ph, 4W, 35KAIC CU, N-3R60/3 LSI35KAIC1.5"C3-#4,1-#2/GSOLARCO. J-BOXINVERTERFRONIUSSYMO10.O-3-48010KW OUT12.0A FLA17.0A Isc2 STRINGS14 PNL'sEA STRINGREC # REC345TP2S72ALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS 30KWAFL=36ASC =5160/3 LSI35KAICSOLARCO. J-BOXALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS60/3 LSI35KAICSOLARCO. J-BOXALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS60/3 LSI35KAICSOLARCO. J-BOXALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS120KW144A204ASC`SWBD-S1, 480/277V, 1600A, 3Ph, 4W, 65KAIC CU, N-3R---FIELD U.G. FEEDERFIELD U.G. FEEDERMAIN SOLAR DISTRIBUTION PANL IN MAIN SWITCH BOARDARRAY S4TOTAL SOLAR SUMMARY:FIELD = 960KW,TOTAL AMPS = 1,152, MAXIMUM M @ pf = 0.999XTOTAL AMPS SC OUT - 1,632) (MAX UNRESTRAINED TIME) - 10 SECONDS) (17A PER INVERTER)TOTAL NUMBER OF INVERTERS = 96 (2 STRINGS PER INVERTER), INDIVIDUAL SOLAR PANELS PER SUPPLIER MEETING CEC APPROVALINVERTERS = FRONIUS SYMO SERIES, 10.0-3-480, RATED 9995VA OUT, 480V DELTA + NEUTRAL & GROUND, THD = <1.75%, 60HZ, PFRANGE = 0-1 IND/CAP, REMOTE J-BOX OUTPUT BREAKER = 15/3(100% RATED) OR 20/3 LI, MAX EFF. = 98.1%, CEC EFF, = 96.5%,NIGHT CONSUMPTION = 1W, COOLING =- VS FAN, NEMA 4X, UL 1741-SA (CA SUPPLEMENT APPROVED) , UL 1998,SEE MANUFACTURE DATA FOR OTHER APPROVALS.DATE:225/3 FR200/3 TPLSIG 35KAIC 30KWAFL=36ASC =51 30KWAFL=36ASC =51 30KWAFL=36ASC =511.5"C3-#4,1-#2/GFIELD U.G. FEEDER1.5"C3-#4,1-#2/GFIELD U.G. FEEDER1.5"C3-#4,1-#2/GFIELD U.G. FEEDERNOTE: EACH INVERTER SPEC MAXIMUM OUTPUT IS 9.995KW AT 480V AND 12 AMPS CONNECTED DELTAWITH NEUTRAL, THEREFORE ROUNDED UP TO 10KW FOR PURPOSES OF CALCULATIONS. EACH INVERTERMEETS THE REQUIREMENTS OF UL #1741-SA INCLUDING ANTI-ISLANDING AND CEC EFFICIENCY IS 96.5%.THD = <1.75 AND PF RANGE IS 0-1 IND/CAP225/3 FR200/3 TPLSIG 65KAIC1-2.5"D3-#4/0 CU P1-#4/0 CU N1-#2 GNDVP =<3%SWBD-S1-1, 480/277V, 225A, 3Ph, 4W, 35KAIC CU, N-3R60/3 LSI35KAIC1.5"C3-#4,1-#2/GSOLARCO. J-BOXINVERTERFRONIUSSYMO10.O-3-48010KW OUT12.0A FLA17.0A Isc2 STRINGS14 PNL'sEA STRINGREC # REC345TP2S72ALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS 30KWAFL=36ASC =5160/3 LSI35KAICSOLARCO. J-BOXALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS60/3 LSI35KAICSOLARCO. J-BOXALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS60/3 LSI35KAICSOLARCO. J-BOXALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS120KW144A204ASC`SWBD-S1, 480/277V, 2000A, 3Ph, 4W, 65KAIC CU, N-3R---FIELD U.G. FEEDERFIELD U.G. FEEDERFIELD SUB-DISTRIBUTION PANELMOUNTED ON PANEL RACKSMAIN SOLAR DISTRIBUTION PANL IN MAIN SWITCH BOARDARRAY S5225/3 FR200/3 TPLSIG 35KAIC 30KWAFL=36ASC =51 30KWAFL=36ASC =51 30KWAFL=36ASC =511.5"C3-#4,1-#2/GFIELD U.G. FEEDER1.5"C3-#4,1-#2/GFIELD U.G. FEEDER1.5"C3-#4,1-#2/GFIELD U.G. FEEDERNOTE: EACH INVERTER SPEC MAXIMUM OUTPUT IS 9.995KW AT 480V AND 12 AMPS CONNECTED DELTAWITH NEUTRAL, THEREFORE ROUNDED UP TO 10KW FOR PURPOSES OF CALCULATIONS. EACH INVERTERMEETS THE REQUIREMENTS OF UL #1741-SA INCLUDING ANTI-ISLANDING AND CEC EFFICIENCY IS 96.5%.THD = <1.75 AND PF RANGE IS 0-1 IND/CAP225/3 FR200/3 TPLSIG 65KAIC1-2.5"D3-#4/0 CU P1-#4/0 CU N1-2 GNDVP =<3%SWBD-S1-1, 480/277V, 225A, 3Ph, 4W, 35KAIC CU, N-3R60/3 LSI35KAIC1.5"C3-#4,1-#2/GSOLARCO. J-BOXINVERTERFRONIUSSYMO10.O-3-48010KW OUT12.0A FLA17.0A Isc2 STRINGS14 PNL'sEA STRINGREC # REC345TP2S72ALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS 30KWAFL=36ASC =5160/3 LSI35KAICSOLARCO. J-BOXALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS60/3 LSI35KAICSOLARCO. J-BOXALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS60/3 LSI35KAICSOLARCO. J-BOXALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS120KW144A204ASC`SWBD-S1, 480/277V, 2000A, 3Ph, 4W, 65KAIC CU, N-3R---FIELD U.G. FEEDERFIELD U.G. FEEDERFIELD SUB-DISTRIBUTION PANELMOUNTED ON PANEL RACKSMAIN SOLAR DISTRIBUTION PANL IN MAIN SWITCH BOARDARRAY S6225/3 FR200/3 TPLSIG 35KAIC 30KWAFL=36ASC =51 30KWAFL=36ASC =51 30KWAFL=36ASC =511.5"C3-#4,1-#2/GFIELD U.G. FEEDER1.5"C3-#4,1-#2/GFIELD U.G. FEEDER1.5"C3-#4,1-#2/GFIELD U.G. FEEDERNOTE: EACH INVERTER SPEC MAXIMUM OUTPUT IS 9.995KW AT 480V AND 12 AMPS CONNECTED DELTAWITH NEUTRAL, THEREFORE ROUNDED UP TO 10KW FOR PURPOSES OF CALCULATIONS. EACH INVERTERMEETS THE REQUIREMENTS OF UL #1741-SA INCLUDING ANTI-ISLANDING AND CEC EFFICIENCY IS 96.5%.THD = <1.75 AND PF RANGE IS 0-1 IND/CAPREV 1.01.0 2-27-18 CHANGED INVERTERS SOLAR FIELD WIRING TO SOLAR CO.J-BOX MOUNTED ON SOLAR PANEL RACKS PER APPLICABLE CEC ELECTRICAL CODE REQUIREMENTS. SOLAR CO.J-BOXIS NEMA 3R PANEL WITH INCOMING LUGS FOR FEEDERS FROM SWBD-S1-1 AND 4 DISTRIBUTION BOLT-ON 35KAIC 20/3 DISTRIBUTION BREAKERSMARKED AS TO INVERTER FED. NUMBER AND A-FIX PVC ENGRAVED NAME PLATE TO SWBD-S1-1 SUB FEED BREAKER, J-BOX, INDIVIDUAL SUB BREAKERSAND INVERTERS AS TO ARRAY SWBD FEEDER" SX", AND J-BOX "SX-Y", J-BOX SUB-BREAKER NUMBERS "SX-Y-Z" AND INVERTER "INV-SX-Y-Z"TYP. ALL ARRAYST:\files\XXX (MISC)\170 - SLO WWTP Solar\DWGS - Reservoir\DWGS REV 1.0 2-27-18\XXX170_Res_E3_SL.dwg, SINGLE LINE, 2/27/2018 5:56:53 PM, Gary, 1:2
Packet Pg. 163Item 9
SHEET:REVISIONS
REVISIONNO. DATE ONE LINE DIAGRAM
DWG #:
DECEMBER 2017
SCALE:
DRAWN BY:
DESIGNED BY:
JOB #:
DATE:
CRT
XXX170 SLO RESERVOIR
GRO
AS SHOWN
JOE PREVENDAR, PE CA. EE 16581
GARY R. OLSEN, PE CA. EE 8283
4049 NORTH FRESNO ST.
FRESNO, CA 93726
559-221-7230 FAX 559-221-0507
joe@epsfresno.com
gary@epsfresno.com
SOLAR IMPROVEMENT
SAN LUIS OBISPO RESERVOIR
SAN LUIS OBISPO, CAE-4XXX170_RES_E4_SLAB CDEGFHIJKL12345678910111213141516171819NOTE: CALL "USA UNDERGROUND (811)" BEFOREPENETRATING ANY EXISTING SURFACE TO EARTH BELOWELECTRICAL POWER SYSTEMS, Inc. (EPS) IS RESPONSIBLE FOR DESIGN OF ELECTRICAL SYSTEMS AS SHOWN ON THIS DOCUMENTONLY. EPS IS NOT RESPONSIBLE FOR ANY WORK SAFETY PROCEDURES AS DICTATED BY INTERNATIONAL, NATIONAL (USA), STATE ORTERRITORY OF THE USA, LOCAL, AND/OR OTHER ENTITIE(S) AND/OR RESULTS OF SAID REQUIREMENTS. ANY USE OF THIS DOCUMENTFOR ANY PURPOSE MUST ALSO REFER TO RESPECTIVE PROJECT (THIS DOCUMENT IS APART OF) SPECIFICATIONS, IF ANY, (WHICHMAY BE UNDER SEPARATE COVER) AND ABIDE BY SAID SPECIFICATIONS AND ANY AND ALL REQUIREMENTS WITHIN SAIDSPECIFICATIONS IN ADDITION TO REQUIREMENTS ON OR IN THIS DOCUMENT. THE ORIGINAL OF THIS DOCUMENT (HARD COPY ORELECTRONIC FILE) IS OWNED BY EPS AND MAY NOT BE CHANGED OR ALTERED IN ANY MANNER WITHOUT THE EXPRESS PERMISSIONOF EPS. ANY CHANGES MADE BY OTHER THAN EPS MUST BE IMMEDIATELY TRANSMITTED TO EPS. EPS WILL NOT BE RESPONSIBLEFOR "ANY RESULT" ARISING OR OCCURRING FROM ANY CHANGES TO THIS DOCUMENT NOT EXACTLY MATCHING EPS'S FILE COPY OFTHE ORIGINAL DOCUMENT AND/OR UN-AUTHORIZED CHANGES TO THE LATEST MASTER DOCUMENT ON FILE AT EPS.12-21-20172 OF 4225/3 FR200/3 TPLSIG 65KAIC1-2.5"D3-#4/0 CU P1-#4/0 CU N1-#2 GNDVP =<3%SWBD-S1-1, 480/277V, 225A, 3Ph, 4W, 35KAIC CU, N-3R60/3 LSI35KAIC1.5"C3-#4,1-#2/GSOLARCO. J-BOXINVERTERFRONIUSSYMO10.O-3-48010KW OUT12.0A FLA17.0A Isc2 STRINGS14 PNL'sEA STRINGREC # REC345TP2S72ALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS 30KWAFL=36ASC =5160/3 LSI35KAICSOLARCO. J-BOXALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS60/3 LSI35KAICSOLARCO. J-BOXALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS60/3 LSI35KAICSOLARCO. J-BOXALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS120KW144A204ASC`SWBD-S1, 480/277V, 1600A, 3Ph, 4W, 65KAIC CU, N-3R---FIELD U.G. FEEDERFIELD U.G. FEEDERMAIN SOLAR DISTRIBUTION PANL IN MAIN SWITCH BOARDARRAY S7TOTAL SOLAR SUMMARY:FIELD = 960KW,TOTAL AMPS = 1,152, MAXIMUM M @ pf = 0.999XTOTAL AMPS SC OUT - 1,632) (MAX UNRESTRAINED TIME) - 10 SECONDS) (17A PER INVERTER)TOTAL NUMBER OF INVERTERS = 96 (2 STRINGS PER INVERTER), INDIVIDUAL SOLAR PANELS PER SUPPLIER MEETING CEC APPROVALINVERTERS = FRONIUS SYMO SERIES, 10.0-3-480, RATED 9995VA OUT, 480V DELTA + NEUTRAL & GROUND, THD = <1.75%, 60HZ, PFRANGE = 0-1 IND/CAP, REMOTE J-BOX OUTPUT BREAKER = 15/3(100% RATED) OR 20/3 LI, MAX EFF. = 98.1%, CEC EFF, = 96.5%,NIGHT CONSUMPTION = 1W, COOLING =- VS FAN, NEMA 4X, UL 1741-SA (CA SUPPLEMENT APPROVED) , UL 1998,SEE MANUFACTURE DATA FOR OTHER APPROVALS.DATE:225/3 FR200/3 TPLSIG 35KAIC 30KWAFL=36ASC =51 30KWAFL=36ASC =51 30KWAFL=36ASC =511.5"C3-#4,1-#2/GFIELD U.G. FEEDER1.5"C3-#4,1-#2/GFIELD U.G. FEEDER1.5"C3-#4,1-#2/GFIELD U.G. FEEDERNOTE: EACH INVERTER SPEC MAXIMUM OUTPUT IS 9.995KW AT 480V AND 12 AMPS CONNECTED DELTAWITH NEUTRAL, THEREFORE ROUNDED UP TO 10KW FOR PURPOSES OF CALCULATIONS. EACH INVERTERMEETS THE REQUIREMENTS OF UL #1741-SA INCLUDING ANTI-ISLANDING AND CEC EFFICIENCY IS 96.5%.THD = <1.75 AND PF RANGE IS 0-1 IND/CAP225/3 FR200/3 TPLSIG 65KAIC1-2.5"D3-#4/0 CU P1-#4/0 CU N1-#2 GNDVP =<3%SWBD-S1-1, 480/277V, 225A, 3Ph, 4W, 35KAIC CU, N-3R60/3 LSI35KAIC1.5"C3-#4,1-#2/GSOLARCO. J-BOXINVERTERFRONIUSSYMO10.O-3-48010KW OUT12.0A FLA17.0A Isc2 STRINGS14 PNL'sEA STRINGREC # REC345TP2S72ALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS 30KWAFL=36ASC =5160/3 LSI35KAICSOLARCO. J-BOXALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS60/3 LSI35KAICSOLARCO. J-BOXALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS60/3 LSI35KAICSOLARCO. J-BOXALLWIRINGBELOWBYSOLARSUPPLIERINSTALLEDONRACKS120KW144A204ASC`SWBD-S1, 480/277V, 2000A, 3Ph, 4W, 65KAIC CU, N-3R---FIELD U.G. FEEDERFIELD U.G. FEEDERFIELD SUB-DISTRIBUTION PANELMOUNTED ON PANEL RACKSMAIN SOLAR DISTRIBUTION PANL IN MAIN SWITCH BOARDARRAY S8225/3 FR200/3 TPLSIG 35KAIC 30KWAFL=36ASC =51 30KWAFL=36ASC =51 30KWAFL=36ASC =511.5"C3-#4,1-#2/GFIELD U.G. FEEDER1.5"C3-#4,1-#2/GFIELD U.G. FEEDER1.5"C3-#4,1-#2/GFIELD U.G. FEEDERNOTE: EACH INVERTER SPEC MAXIMUM OUTPUT IS 9.995KW AT 480V AND 12 AMPS CONNECTED DELTAWITH NEUTRAL, THEREFORE ROUNDED UP TO 10KW FOR PURPOSES OF CALCULATIONS. EACH INVERTERMEETS THE REQUIREMENTS OF UL #1741-SA INCLUDING ANTI-ISLANDING AND CEC EFFICIENCY IS 96.5%.THD = <1.75 AND PF RANGE IS 0-1 IND/CAPREV 1.01.0 2-27-18 CHANGED INVERTERS SOLAR FIELD WIRING TO SOLAR CO.J-BOX MOUNTED ON SOLAR PANEL RACKS PER APPLICABLE CEC ELECTRICAL CODE REQUIREMENTS. SOLAR CO.J-BOXIS NEMA 3R PANEL WITH INCOMING LUGS FOR FEEDERS FROM SWBD-S1-1 AND 4 DISTRIBUTION BOLT-ON 35KAIC 20/3 DISTRIBUTION BREAKERSMARKED AS TO INVERTER FED. NUMBER AND A-FIX PVC ENGRAVED NAME PLATE TO SWBD-S1-1 SUB FEED BREAKER, J-BOX, INDIVIDUAL SUB BREAKERSAND INVERTERS AS TO ARRAY SWBD FEEDER" SX", AND J-BOX "SX-Y", J-BOX SUB-BREAKER NUMBERS "SX-Y-Z" AND INVERTER "INV-SX-Y-Z"TYP. ALL ARRAYST:\files\XXX (MISC)\170 - SLO WWTP Solar\DWGS - Reservoir\DWGS REV 1.0 2-27-18\XXX170_Res_E4_SL.dwg, SINGLE LINE, 2/27/2018 5:58:49 PM, Gary, 1:2
Packet Pg. 164Item 9
GENERATING FACILITY INTERCONNECTION
AGREEMENT FOR LOCAL GOVERNMENT
RENEWABLE ENERGY SELF-GENERATION BILL
CREDIT TRANSFER (RES-BCT)
Automated Document, Preliminary Statement Part A Page __ of __
Form 79-1191, Appendix B
Advice 5140-E
September 2017
APPENDIX B
RULES “2” AND “21”
Note: PG&E’s electric Rules “2” and “21” may be subject to such
changes or modifications by the Commission as the
Commission may, from time to time, direct in the exercise of
its jurisdiction. PG&E’s tariffs, including Rules “2” and “21”
can be accessed via the PG&E website at
www.pge.com/tariffs. Upon request, PG&E can provide
copies to Producer of Rules “2” and “21.”)
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Item 9
GENERATING FACILITY INTERCONNECTION
AGREEMENT FOR LOCAL GOVERNMENT
RENEWABLE ENERGY SELF-GENERATION BILL
CREDIT TRANSFER (RES-BCT)
Automated Document, Preliminary Statement Part A Page __ of __
Form 79-1191, Appendix C
Advice 5140-E
September 2017
APPENDIX C (If Applicable)
RULE 21 “SPECIAL FACILITIES” AGREEMENT
(Formed between the Parties)
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Item 9
GENERATING FACILITY INTERCONNECTION
AGREEMENT FOR LOCAL GOVERNMENT
RENEWABLE ENERGY SELF-GENERATION BILL
CREDIT TRANSFER (RES-BCT)
Automated Document, Preliminary Statement Part A Page 1 of 1
Form 79-1191, Appendix E
Advice 5140-E
September 2017
APPENDIX E
PRODUCER CERTIFICATION THAT IT MEETS THE DEFINITION OF
A LOCAL GOVERNMENT, AS DEFINED IN PUBLIC UTILITIES
SECTION 2830(A)
The Producer certifies that it is a Local Government that meets the definition of a “Local Government”
as defined in Public Utilities code (PU) Section 2830 (a) (6) and, where applicable, PU Section 2830
(a) (3).
PU Code § 2830 (a) (6) reads as follows:
"Local government" means a city, county, whether general law or chartered, city and county, special
district, school district, political subdivision, or other local public agency, but shall not mean a joint
powers authority, the state or any agency or department of the state, other than an individual campus
of the University of California or the California State University.
And a campus is defined in PU Code 2830 (a) (3) as:
"Campus" means an individual community college campus, individual California State University
campus, or individual University of California campus.
In addition applicant certifies that all of the service agreements listed on Appendix A – Designation of
Bill Credit Allocation Percentages to RES-BCT Arrangement Accounts are accounts for this same
Local Government.
I am duly authorized to make this certification on behalf of the Local Government submitting this RES-
BCT Application.
Name:
Title:
Authorized Signature:
Date
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Item 9
R ______
RESOLUTION NO. _____ (2018 SERIES)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN LUIS
OBISPO, CALIFORNIA, MAKING FINDINGS ON ENERGY SAVINGS
AND DETERMINING OTHER MATTERS IN CONNECTION WITH
ENERGY SERVICE AGREEMENTS
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 San Luis Obispo (“City”) desires to reduce energy costs at its
facilities; and
WHEREAS, the City proposes to enter into power purchase agreements (“Power Purchase
Agreements”) and related contract documents with ForeFront Power (“ForeFront”) for facilities at
the City’s real property sites, pursuant to which ForeFront will design, construct, and install solar
photovoltaic and energy storage facilities and arrange with the local utility for interconnection of
the facilities, which will generate and store 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 Power Purchase Agreements, which analysis is attached he reto
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 Power Purchase 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 and City Attorney 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 .
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Resolution No. _____ (2018 Series) Page 2
R ______
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of San Luis Obispo
t hat:
SECTION 1. The terms of the Power Purchase Agreements and related agreements are in
the best interests of the City.
SECTION 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 Power Purchase 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 Power Purchase
Agreements.
SECTION 3. The Council hereby approves the Power Purchase Agreements in accordance
with Government Code section 4217.12.
SECTION 4. The City Manager and City Attorney are hereby authorized and directed to
negotiate any further changes, insertions and omissions to the Power Purchase Agreements as they
reasonably deems necessary, and thereafter to execute and deliver the Power Purchase 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 any and all other acts and things necessary or
proper for carrying out this Resolution and said Agreements.
SECTION 5. Environmental Review. The City Council hereby determines that the
execution of a power purchase agreement with Forefront Power are statutorily and categorically
exempt from environmental review on the basis that the projects are: installation of solar energy
systems on existing roofs or at existing parking lots (Public Resources Code § 21080.35; new
construction or conversion of small structures (CEQA Guidelines § 15303); minor alterations to
land (CEQA Guidelines § 15304); projects which consist of the construction or placeme nt of minor
accessory structures to existing facilities (CEQA Guidelines § 15311); and activities which can be
seen with seen with certainty that there is no possibility that the activity in question may have a
significant effect on the environment (CEQA Guidelines § 15061(b)(3). .
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Resolution No. _____ (2018 Series) Page 3
R ______
SECTION 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.
Upon motion o f _______________________, seconded by _______________________, and on
the following roll call vote:
AYES:
NOES:
ABSENT:
The foregoing resolution was adopted this _____ day of _____________________ 2018.
____________________________________
Mayor Heidi Harmon
ATTEST:
____________________________________
Teresa Purrington
City Clerk
APPROVED AS TO FORM:
_____________________________________
J. Christine Dietrick
City Attorney
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City
of San Luis Obispo , California, this ______ day of ______________, _________.
____________________________________
Teresa Purrington
City Clerk
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