Schedule A - Term Sheet for solar with battery storageSCHEDULE A
Utility Scale Solar with Energy Storage Form of Term Sheet
Buyer
City of Denton dba Denton Municipal Electric (DME)
Seller
Facility Description
Product(s)
Capacity
Solar Generation Capacity ___MW
Energy Storage Capacity ___MW with total output of ___MWh
Term
Initial Term
Extension Option Term
Contract Price
Initial Term
Solar generation - $____/MWh
Energy Storage - $/MWh
Extension Option Term
Solar generation - $____/MWh
Energy Storage - $/MWh
Delivery Points
Solar Generation – Buyers choice of the interconnection of the Facility with ERCOT or the input to the energy storage device.
Energy Storage Generation - At the interconnection point with DME distribution system
Equity Purchase Option
Purchase Price at end of initial term: $________________________
Purchase Price at end of extension term: $_______________________
Site Lease Conditions
Facility Construction
The design and construction of the facility will be carried out in accordance with Prudent Electrical Practices. Seller shall not have the right to modify or expand the Facility without
Buyer’s written consent. In the case that construction and commercial operation are not achieved on or before the scheduled COD, Seller shall be liable for liquidated damages to Buyer
as a result of the delay.
Monitoring
Seller shall permit Buyer, and their agents to monitor the status of design and construction of the Facility, monitor tests of the Facility, and to perform site examinations and inspections
as appropriate. Seller shall engineer, design and install monitoring equipment and be responsible for all costs to enable receipt of such information as requested by Buyer and consistent
with the applicable requirements of ERCOT, DME and this RFP.
Interconnection
Seller shall be responsible for obtaining all permits to interconnect with ERCOT and DME, and the construction of all Interconnection Facilities Seller shall comply with all of Buyer’s
requirements for distributed generation interconnection and with ERCOT requirements, as applicable.
Facility Operation
From and after the COD, Seller (or an affiliate) shall operate the Facility or cause the Facility to be operated by an entity that has at least two (2) years of experience operating
solar facilities of comparable size to the Facility, or such other entity that is approved by Buyer.
Facility Operation
From and after the COD, Seller (or an affiliate) shall operate the Facility or cause the Facility to be operated by an entity that has at least two (2) years of experience operating
solar facilities of comparable size to the Facility, or such other entity that is approved by Buyer.
QSE Services
Buyer shall provide QSE services to Seller at no cost
Energy Forecasting
Each year, Seller shall provide a non-binding forecast of expected available energy for each hour of each day (8760 profile) in the subsequent contract year.
Curtailment
Buyer may require seller to curtail production and delivery of Output at any time in the event of (a) an emergency on the Buyer’s system, (b) if a Governmental Authority orders Buyer
to direct Seller to curtail the Facility, or (c) Force Majeure. If curtailment occurs for any reason other than described in (b) or (c), Buyer shall pay Seller for the full amount of
curtailed output at the Contract Price consistent with Buyer’s agreement with Buyer’s Customer (UNT)
Outages and Deratings
Seller shall, as soon as practicable, notify Buyer orally of any Forced Outage or derating of the Solar Facility, and then, within 24 hours thereafter, provide written notice to Buyer
indicating the estimated duration of the outage or derate and the steps being taken by the operator to return the Solar Facility to service.
Seller shall provide at least thirty (30) days written notice to Buyer prior to conducting any Planned Outages of the Facility. Seller shall provide to Buyer a non-binding schedule of
proposed Planned Outages for the following calendar year not less than ninety (90) days prior to the start of the first day of the year.
Seller will promptly inform Buyer of any outages or derates known to Seller affecting more than ten percent (10%) of Facility Capacity.
Environmental Attributes
Buyer shall be entitled to all environmental attributes of the Facility and said attributes shall be transferred to Buyer at Seller’s expense.
Change in Law
Conditions Precedent
Metering
Seller shall, subject to Buyer’s review, provide, install, operate and maintain revenue quality meter(s) at the Delivery Points
Credit Support
Seller shall provide adequate credit support to Buyer’s Customer to ensure its financial performance to both Buyer and Seller.
Credit support prior to COD
Credit support post COD
Performance Guarantees
.
Payment terms
Buyer and Seller will negotiate payment terms to ensure that at all times payment obligations of Buyer to Seller are fully cash collateralized by payments received by Buyer from Buyer’s
Customer. Buyer will be under no obligation to provide payment to Seller that it has not already received from Buyer’s Customer.
Access Rights
Seller shall provide to Buyer (and Buyer’s agents or guests) reasonable access to the Facility at the request of Buyer.
Equity Purchase Option
Purchase price and conditions at the end of the initial term
Purchase price and conditions at the end of any extension term
Facility Images
Buyer shall be free to use any and all images from or of the Facility for promotional, educational, and similar uses.
Confidentiality
Buyer and Seller agree to keep all terms and conditions and the business arrangement between Buyer, Seller and Buyer’s Customer confidential at all times.