Battery_Energy_Storage_System_(BESS)_(Addendum_#5_Revision).pdf

REQUEST FOR PROPOSALS

FURNISH AND DELIVER

BATTERY ENERGY STORAGE SYSTEM (BESS)

FOR THE

WATER & POWER DEPARTMENT, POWER SUPPLY

BUSINESS UNIT

CITY OF PASADENA, CALIFORNIA

Request for Proposals - Battery Energy Storage System (BESS) Release Date: Thursday, July 6, 2023

Attachments:

A - Master Services Contract D - Attachment B - Draft ESA E - BESS_Site_Details_ F - Technical_Data_of_Proposed_BESS

G - DISQUALIFICATION_DISCLOSURE (4)

J - DESIGNATED_REPRESENTATIVESdocx (1)

K - CONFLICT_OF_INTEREST (5)

L - Pasadena_Taxpayer_Protection_Amendment_Disclosure (2) M - REQUIRED_FORMS_-_AAs_-_SIG-LEGAL-STATUS_-_DECLARATION_OF_NONCOLUSION (27) N - Glenarm BESS Draft IS-MND-011123 O - PWP BESS Project - Template Insurance Recs P - NERC Alert R-2023-03-14-01 Inverter-Based Resource Performance Issues Q - BESS Scope of Work Matrix Rev092023 R - Drawing 10001 Rev01 S - BESS Functional Specifications_080522

1. Introduction

1. Summary

Pasadena Water and Power ("PWP"), a department of the City of Pasadena ("City"), is inviting proposals for the design, engineering, permitting, financing, procurement of materials, operation, and maintenance of a 25 Megawatt ("MW") utility-scale lithium ion Battery Energy Storage System (“BESS”) with a minimum storage capability of four (4) hours to be constructed at PWP's Glenarm Power Plant location. The objective for this solicitation process and subsequent resource acquisition is to select a private entity to develop and operate the BESS, and sell the associated capacity and operational attributes to the City under minimum 15-year Energy Storage Agreement ("ESA") with City Terms and Conditions. Proposals must include an option for the City to purchase the BESS at the Commercial Operation Date ("COD") and at Year Two (2) and Year Five (5) after COD.

2. Background

Under its municipal charter, the City has operated a Water and Power Department since the early 20th Century. Currently, PWP delivers about 1.1 million megawatt-hours ("MWh") of energy annually to 65,000 retail customers, with a historical peak load of about 320 Megawatts ("MW"). PWP has assembled a portfolio of generating resources including gas-fired, large and small hydro, coal, nuclear, solar, wind, geothermal, and landfill gas; and holds partial shares of several of the resources to benefit from economies of scale and to share risks. PWP owns the gas-fired units at the Glenarm Power Plant, a share of the Magnolia gas-fired unit in Burbank through an agreement with the Southern California Public Power Authority ("SCPPA"), and the Azusa Hydroelectric Plant. Other resources are purchased under long-term contracts. In addition, PWP has ownership and contract rights on various transmission lines, which were operationally transferred to the California Independent System Operator ("CAISO") in 2004 when Pasadena became a Participating Transmission Owner ("PTO"). Decisions of the Pasadena City Council over the last ten years have demonstrated a commitment to accelerate the shift of Pasadena's energy supply portfolio to carbon-free and renewable resources. As a result, PWP’s 2018 Integrated Resource Plan ("IRP") and 2021 IRP Update have led to Renewable Portfolio Standard ("RPS") targets and greenhouse ("GHG") reduction targets that exceed state mandates. Pasadena has also adopted a Climate Action Plan and is a leader in promoting energy efficiency.

Following one of the recommendations identified in the 2021 IRP Update, PWP is pursuing the development of a utility-scale Battery Energy Storage System ("BESS Project") adjacent to the Glenarm Power Plant in Pasadena. PWP anticipates that the BESS Project can produce several environmental, operational, and economic benefits -- especially the avoidance of emissions associated with fossil-fueled, peaking generating resources during system peak periods. Also, because the BESS Project site is located within PWP’s local retail electric service territory, it will provide Resource Adequacy (“RA”) value in the CAISO markets. PWP intends to utilize the BESS Project to moderate fluctuations in its energy cost by storing the output of remote, grid-based projects during low-load/low-cost consumption periods and releasing it for use during high-load/high-cost consumption periods. Construction and operation of the BESS Project will also create local jobs, support Pasadena's RPS and GHG reduction goals, and promote alternative energy innovation.

3. Contact Information

Art Silva Power Plant Manager Email: asilva@cityofpasadena.net Phone: (626) 744-4568 Department:

Water & Power Department, Power Supply Business Unit

4. Timeline

Release Project Date July 6, 2023

Pre-Proposal Meeting (Non-Mandatory) August 29, 2023, 10:00am Broadway Power Plant 85 East State Street Gate #7 Pasadena, CA 91105

Question Submission Deadline September 28, 2023, 2:00pm

Proposal Submission Deadline October 18, 2023, 2:00pm mailto:asilva@cityofpasadena.net tel:(626)744-4568

2. Submittal Process and Instructions

1. NOTICE REGARDING DISCLOSURE OF CONTENTS OF DOCUMENT

All responses to this Request for Proposal (RFP) accepted by the City of Pasadena (City) shall become the exclusive property of the City. At such time as the City Manager recommends a contractor to the City Council, and such recommendation, with any recommended contract appears on the Council agenda, all proposals accepted by the City shall become a matter of public record and shall be regarded as public, with the exception of those elements of each proposal which are defined by the contractor as business or trade secrets and plainly marked as "Trade Secret", "Confidential" or "Proprietary". Each element of a proposal which a contractor desires not to be considered a public record must be clearly marked as set forth above, and any blanket statement (i.e. regarding entire pages, documents or other non-specific designations) shall not be sufficient and shall not bind the City in any way whatsoever. If disclosure is required or permitted under the California Public Records Act or otherwise by law, the City shall not in any way be liable or responsible for the disclosure of any such records or part thereof.

2. Funding Source

This procurement is funded by City of Pasadena. Vendors must submit all required document with their proposal.

3. Electronic Submission and Delivery Instructions

Parties interested in responding are required to submit proposals electronically through the City of Pasadena's eProcurement Portal no later than 2:00 pm on Wednesday, October 18, 2023.

Please upload sufficiently early electronically through the city's eProcurement Portal before the time and day listed in the Notice Inviting Proposals. Proposals must be received in the system prior to the deadline.

The entire proposal must be formatted on standard-size 8½”x11” pages; 12 point font only. The "Technical Proposal," "Additional Data," and "Statement of Qualifications" can be no more than 100 grand total pages.

The Price Proposal must include all costs associated with the Technical Proposal as described in the Price Proposal instructions in the “#Proposer's Submittals/Checklist.”

The Technical Proposal should disclose your technical approach in as much detail as possible, including, but not limited to, the requirements of the technical proposal instructions. Along with all required forms and submittals (See #Attachments, and #Proposer's Submittals/Checklist. No Pricing shall be included in this part.

Proposals received after the Proposal Deadline may not be accepted by the City.

4. Separation of Technical, and Price Proposals https://procurement.opengov.com/portal/pasadena https://procurement.opengov.com/portal/pasadena/projects/33831?section=276732 https://procurement.opengov.com/portal/pasadena/projects/33831?section=276735 https://procurement.opengov.com/portal/pasadena/projects/33831?section=276732

The proposal must be prepared in two parts: a "Technical Proposal" and a "Price Proposal." Each of the parts shall be separate and complete in itself so evaluation of one may be accomplished separate from the evaluation of the other.

1. The Price Proposal must include all costs associated with the Technical Proposal as described in the Price Proposal instructions in the “#Proposer's Submittals/Checklist.”

2. The Technical Proposal should disclose your technical approach in as much detail as possible, including, but not limited to, the requirements of the technical proposal instructions. Along with all required forms and submittals (See #Attachments, and #Proposer's Submittals/Checklist. No Pricing shall be included in this part.

5. PRICE PROPOSAL: Price Proposal Submittal

Parties interested in responding are required to submit their Price Proposal with their Technical proposal through the City's eProcurement Portal.

The pricing must include the total price proposed to accomplish all the performance and deliverables requested in this RFP, and offered by your firm. Each Proposer must submit a Price Proposal containing all costs associated with the technical proposal. The price proposal shall describe both the total and the detailed price for which the consultant will commit to complete the total scope of work and end products. The price proposal detail shall describe costs for each professional’s time, for the completion of each proposed task, and for all materials and supplies.

The fee information is relevant to a determination of whether the fee is fair and reasonable in light of the services to be provided. Costs shall include the proposed costs and, if necessary, the approximate number of hours to provide the services as described in your proposal. Any additional fees outside the scope of the agreement must be approved in writing before commencing services for said fees. Vendor’s RFP response must be inclusive of all costs and expenses associated with travel, lodging, and any other incidental costs. The City will not separately reimburse costs not included in the proposal.

6. Deadline for RFP Questions

The deadline to submit questions related to this RFP is Thursday, September 28, 2023, prior to 2:00 pm.

Questions regarding this Request for Proposals should be submitted directly through the City's eProcurement Portal Q&A function. Do not contact any City employee or official regarding this

RFP.

Any questions submitted after the date and time specified will not be considered.

Vendor Registration Instructions & Customer Service information:

Click here to register onto the City's eProcurement Portalhosted by OpenGov.

If you are already registered and need help logging in or retrieving your user information simply click on the blue chat bubble on the lower right hand corner of your screen or contact OpenGov at procurement-support@opengov.com for help at any time.

https://procurement.opengov.com/portal/pasadena/projects/33831?section=276732 https://procurement.opengov.com/portal/pasadena/projects/33831?section=276735 https://procurement.opengov.com/portal/pasadena/projects/33831?section=276732 https://procurement.opengov.com/portal/pasadena https://procurement.opengov.com/portal/pasadena mailto:procurement-support@opengov.com

Customer Service

For assistance with e-bidding or uploading documents: Contact OpenGov via the blue chat bubble on the lower right hand corner of your screen or email at procurement-support@opengov.com.

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7. Pre-Proposal Meeting

See the "Timeline" in the Introduction section (#Introduction). If there is a Mandatory pre-proposal meeting, bidders/proposers are required to attend at the time, date, and location included in the Timeline. If there is a Non-Mandatory pre-proposal meeting, bidders/proposers are not required to attend.

Each bidder/proposer will have the opportunity to clarify and ask questions regarding the Specifications. The Pre-Proposal Meeting will be held at the time, date, and location in the Timeline of this solicitation.

8. Definitions

The words (A) "City", (B) "Department", (C) "Director", or (D) "Contractor", as used in this RFP, shall be understood to refer respectively to (A) the City of Pasadena, California; (B) the several departments therein; (C) the directors of the several City departments; or any of their properly authorized assistants; and ( D) the person, firm or corporation with whom the contract is made by said City or the agent or legal representative who may be appointed to represent such person, firm or corporation in the signing and performance of said contract.

9. Addenda

If any person contemplating submitting a proposal of the items or services listed herein is in doubt as to the true meaning of any part of this RFP, he/she may submit a question through the City's eProcurement Portal Q&A section for an interpretation or correction thereof.

Any interpretation or correction of City specifications will be made only by addendum, duly issued by the City representative(s) identified in Section 3, above. Addenda (if any) shall be made available to each Proposer. A proposer’s failure to address the requirements of any and all addenda may result in the proposal not being considered. If the City determines that a time extension is required for the proposal, the City will issue an addendum that will give the new submission date. The Proposer is responsible to register on the City's eProcurement Portal and follow the project ,Battery Energy Storage System (BESS), to insure they receive all RFP documents including addendums which are available as a download.

The City reserves the right to change any part of these Instructions to PROPOSERS and Specifications any time prior to Deadline for Submissions. Any changes shall be in the form of addenda and will become a part of the Proposal documents and of the contract.

10. Withdraw of Proposal mailto:procurement-support@opengov.com mailto:procurement-support@opengov.com https://procurement.opengov.com/portal/pasadena/projects/33831?section=276737

Any Proposer may withdraw their proposal, via the City's eProcurement Portal prior to the proposal deadline.

11. Training Resources for Vendors

Videos:

Instructions for the new eProcurement System: The following link https://help.procurement.opengov.com/en/articles/5815468-opengov-procurement-vendor-trainingwill include video instructions for using the new system.

Screen Shots:

1) Registering for a new account - Vendor Registration

2) Update profile - company and user, email, logo

3) Subscribing for an agency's notifications - Using the Network Tab

4) Following a project

5) How to respond to a bid, submit a bid, or No bid?

6) Get Notifications

7) Managing Addenda

8) OpenGov Procurement Support https://help.procurement.opengov.com/en/articles/5815468-opengov-procurement-vendor-training https://help.procurement.opengov.com/en/articles/5815468-opengov-procurement-vendor-training https://help.procurement.opengov.com/en/articles/5815468-opengov-procurement-vendor-training https://help.procurement.opengov.com/en/articles/2482165-vendor-registration http://help.procurenow.com/en/articles/2482226-updating-company-information https://help.procurement.opengov.com/en/articles/3955963-how-to-subscribe-to-organizations-and-find-active-rfps-bids https://help.procurement.opengov.com/en/articles/2478854-follow-a-project https://help.procurement.opengov.com/en/articles/2478772-how-to-respond-to-a-project https://help.procurement.opengov.com/en/articles/2921877-get-notifications https://help.procurement.opengov.com/en/articles/4413350-managing-addenda https://help.procurement.opengov.com/en/articles/5680392-using-support

3. Scope of Work

1. Scope

3.1.1 SUMMARY

The City of Pasadena ("City") seeks the services of a Qualified Respondent to serve as a Battery Energy Storage System ("BESS") Project Developer. The Bess Project Developer will design and supply the major equipment for a lithium-ion BESS installation of at least 25 MW and 100 MWh, and four hours of storage, in Pasadena, California. The objective for this solicitation process is to select a private entity, the BESS Project Developer, to permit, design, develop, engineer, furnish and deliver components of, commission, start-up and operate the BESS and sell the associated capacity and operational attributes to the City under a minimum 15-year Energy Storage Agreement ("ESA") with City Terms and Conditions. The ESA must include an option for the City to purchase the BESS at the completion of Year Two (2) and Year Five (5) after Commercial Operation Date ("COD"). The BESS Project Developer shall also include an option to transfer ownership of the BESS installation at COD.

The proposed BESS Project will be located on 0.59 acres at 43 East State Street, Pasadena, California (Pasadena Complex). The design, operation, and maintenance of the BESS Project must adhere to all applicable local, state, and federal regulations and protocols; and the BESS Project must interconnect directly to PWP’s electric distribution system at 34.5 kilovolts ("kV").

The contract between the City and the Project Developer shall include the supply, design, delivery of materials and equipment for the BESS, support during construction, commissioning, start-up and the operation and maintenance of the BESS. The City will solicit and execute a separate contract with a qualified firm, Construction Contractor, for the construction and installation of the BESS equipment at the designated site using the BESS Project Developer design. The BESS Project Developer shall provide funding for the cost of the construction and will receive payment for this work by the City over the course of the term of the contract.

3.1.2 SUITABILITY OF SITE

It shall be the responsibility of the Qualified Respondent to verify that the BESS Project site identified in Item 1.1 of this RFP is suitable for its proposed BESS Project. If the Qualified Respondent is awarded a contract and becomes the Project Developer, it shall be the responsibility of the Project Developer to perform any work required to make the site suitable for a BESS. Site information is available in Attachment E of this RFP. The Qualified Respondent shall use the documentation provided in this RFP and other sources, and field evaluation to make its own independent assessment regarding the site’s soil, rock and subsurface conditions, and suitability for the planned use. This assessment shall also consider the environmental permitting requirements described in Section 1.7 of this RFP. The Project Developer assumes all risk resulting from any change in conditions that may occur during the progress of the work or implementation of the executed ESA. PWP shall have no responsibility in implementation of an executed ESA that includes insufficient data, incorrectly assumed conditions concerning the character of the site, or the nature of the work to be done under the executed ESA. PWP will, however, cooperate with the Project Developer to obtain information relating to these matters, including making available applicable records in the City’s possession, whenever possible.

3.1.3 RESPONSIBILITY OF QUALIFIED RESPONDENT

The Qualified Respondent must perform its own examination of the BESS Project site, and conduct all research and evaluation required by this RFP to determine the proper method of doing the work and all conditions affecting the labor, equipment, and materials needed thereon, and the appropriate quality level of the work to be performed. The Qualified Respondent shall assume responsibility for understanding all such conditions and any decision to submit a proposal must be based on such investigations and research. The Qualified Respondent shall have and make no claim against PWP or the City because of any estimates, statements, or interpretations, made by an officer or agent of PWP or the City, which may prove to be in any respect in error or erroneous.

3.1.4 INTERCONNECTION TO PWP

Due to the characteristics of PWP’s electric distribution system, and the need to maintain adequate voltage regulation and power quality, PWP shall require interconnection of the BESS Project to the Glenarm Receiving Station C at 34.5-kV (see Section 1.5). The BESS Project shall be a twenty-five (25) MW, one hundred (100) MWh BESS system connected to PWP’s distribution system. Voltage regulation and harmonic distortion shall be in accordance with applicable Institute of Electrical and Electronics Engineers Standards and City of Pasadena/PWP Regulations 21 and 23 as specified in Attachment F of this RFP.

3.1.5 ENGINEERING AND CONSTRUCTIONPWP Responsibilities

PWP shall be responsible for the tasks as defined in Table 2.1. If there are any conflicts between Table 2.1 and some parts of this RFP, Table 2.1 shall take precedence.

PWP shall be responsible for engineering, procurement, and construction of the BESS Project from Glenarm Receiving Station to the BESS step-up transformer(s) 34.5-kV circuit breaker, which includes the following:

• Installation of civil infrastructure (vaults and conduits) in the public right-of-way and within Glenarm Receiving Station; PWP civil work will terminate and connect with contractor-provided conduits at "Site 1" as depicted in the Attachment E of this RFP.

• Installation of cabling from Glenarm Receiving Station to the BESS step-up transformer(s) 34.5-kV circuit breaker disconnect termination lug. This will be the Point of Connection;

• Installation of a 34.5-kV circuit breaker at Glenarm Receiving Station; and

• Metering, control, and protection at Glenarm Receiving Station, and the 34.5-kV sub-transmission line between the 34.5-kV circuit breakers at Glenarm Receiving Station and the BESS facility.Project Developer Responsibilities

The Project Developer shall be responsible for the tasks as defined in Table 2.1. If there are any conflicts between Table 2.1 and some parts of this RFP, Table 2.1 shall take precedence.

The Project Developer shall be responsible for the engineering, design, procurement, delivery of all electrical facilities of the proposed BESS up to the Point of Connection, including the following:

• The interconnection itself, according to a design approved in advance by PWP Engineering;

• Design of a suitable system grounding grid;

• Design of security features of the site including fencing and/or gates that provide accessibility to PWP at any time;

• Design and procurement of a suitable fire protection system for the installation;

• Metering, controls and protection up to the Point of Connection;

• Remote communication and operational control with CAISO;

• Design for supplemental lightning protection, as required, or other safety equipment;

• The step-up transformer(s) which shall be delta connected on the 34.5-kV side;

• The BESS Project Developer shall provide an on-site project manager and support staff to coordinate technical issues during the installation phase of the project. The Project Manager will interface with the Construction Contractor and PWP designated representatives for equipment deliveries, attend weekly project meetings, act as a liaison to the BESS Project Developer home office to resolve technical discrepancies, witness construction progress and installations, and schedule any necessary sub-vendor technical advisors necessary for support during construction and installation;

• The BESS Project Developer shall furnish a site plan detailing equipment arrangement showing overall lengths, dimensions, weights, connections, interconnections, major component layout and any necessary maintenance areas;

• The BESS Project Developer shall furnish any necessary drawings required for installation and Field Erection Manuals prepared for the specific equipment furnished under this RFP. The manuals shall include complete and detailed description of all procedures to be followed to install the equipment and ready it for initial commissioning;

• Coordination with PWP for the installation of the system protection for the 34.5-kV sub-transmission line so that it can communicate with the protection at Glenarm Receiving Station.

The contractor-supplied Point of Connection equipment shall provide facilities to open, test, and ground the 34.5-kV sub-transmission line at the Point of Connection;

• The Project Developer will be responsible for engineering, purchasing of the major components on the BESS side of the Point of Connection, as well as spare parts inventory commensurate with Prudent Utility Practice;

• The Project Developer will also be responsible for the safe operation, routine maintenance, commissioning, and testing of the BESS, including the operational plans, contingency plans, and all documents related thereto; and shall also provide training and training facilities to PWP staff on the proper and safe operating procedures for the BESS; and

• The BESS must have islanding and blackstart capabilities. Islanding is defined as the ability to remain functional in the event of a distribution system failure. Blackstart is defined as the ability to re-energize a dead bus in order to initiate startup of other generating sources. Other optional abilities that increase the value of the proposal may be included but are not required.

Proposals must meet all required Functional Specifications included in the Attachment F of this RFP and include completion of the additional specified sections of Attachment F as part of the Technical Proposal of the RFP response.Construction Contractor Responsibilities

The Construction Contractor shall be responsible for the tasks as defined in Table 2.1. If there are any conflicts between Table 2.1 and some parts of this RFP, Table 2.1 shall take precedence.

• All interconnecting electrical and structural materials necessary to complete the installation as designated by the BESS Project Developer design

• Site clearing;

• Storm water and erosion control during construction;

• Construction support facilities;

• Construction security;

• Installation of a site grounding grid and lightning protection;

• Equipment receipt and off-loading and any necessary storage at site; and

• Onsite installation labor and equipment necessary for the development and construction of the BESS site

3.1.6 GRID INTERCONNECTION

PWP’s electric delivery system is interconnected with California’s high-voltage transmission grid through facilities owned by PWP but operated by the Southern California Edison Company ("SCE"). The interconnection agreement between PWP and SCE specifies that coordination between PWP and SCE must occur before PWP interconnects certain electric power resources to its electric distribution system. Accordingly, the Project Developer will be required to assist and participate, as requested by PWP, in such coordination activities with SCE or CAISO, as applicable. Assistance and participation by the Project Developer may include providing sufficient information regarding the BESS Project to enable evaluation of the BESS Project’s impacts to SCE’s facilities prior to project development. Involvement in CAISO interconnection processes will also be necessary per Section 40 of the CAISO Tariff which will require assistance and participation from the Project Developer. While dispatchable by CAISO, the BESS will serve as a generator that will be controlled and dispatched by PWP as ordered by CAISO. Compliance with CAISO's New Resource Implementation (NRI) process and all the requirements thereof, is required.

3.1.7 ENVIRONMENTAL PERMITTING

It is the intent of PWP that the Project Developer be responsible for monitoring the implementation of any mitigation measures associated with the CEQA process, with the exception of soil remediation, which shall be PWP's responsibility. PWP will provide to the Project Developer the CEQA Mitigated Negative Declaration (“MND”), if applicable, and all CEQA documents before the start of construction. A draft MND for this project is attached herein as Attachment “N” for information. The Project Developer is urged to review the draft MND in detail, including Section 1.3, which specifies the currently anticipated mitigation measures to be expected during the construction of the Project.

3.1.8 REGULATORY PROVISIONS

Any definitive, binding agreement between PWP and a Project Developer shall be conditioned upon approval by any federal, state, and local regulatory authorities from whom regulatory approval may be required with respect to the BESS Project’s construction and operation. As now there are no specific North American Electric Reliability Corporation (NERC) requirements for Battery Energy Storage Systems but we refer qualified respondents to review the NERC Alert in Attachment P which shows requirements for Inverter Based Resources that are applied to Generator Owners.

3.1.9 FIRE CODE REGULATIONS

The Project Developer is required to adhere to fire code regulations set forth herein and other fire-related standards in design, construction, and operation of the BESS Project, as mandated by the City's Fire Marshal, including the California fire code (2023 edition or later, whichever is most recent) with some modifications by the Pasadena Municipal Code 14.28.

2. CONDITIONS FOR DEVELOPMENT

The granting of rights and obligations to a Project Developer to develop, own, operate, and maintain the BESS Project shall be subject to the following conditions:

3.2.1 PWP shall be the sole recipient of all capacity and operational attributes from the completed BESS Project for the duration of the ESA between PWP and the Project Developer.

The Project Developer will be responsible for obtaining all applicable certifications for the project from the CAISO and the applicable regulatory agencies for the operation and the associated activities for the BESS Project.

3.2.2 PWP will not provide to the Project Developer any rebates, incentives, or other payments from existing or future programs other than as specified in the ESA for the BESS Project.

3.2.3 PWP will not pay the Project Developer any time-of-day premiums, shaping surcharges, value-based fees, carbon emissions avoidance charges or other price adders for energy, capacity, or other resource attributes from the BESS Project.

3.2.4 The Project Developer will pay the City a nominal land lease rate for the BESS Project site of one dollar ($1.00) per year, thus making the Project Developer a tenant of the BESS Project site.

3.2.5 Design, maintenance, and operation of the BESS Project must adhere to and address all regulations and protocols applicable to the BESS Project. All aspects of work under Section 3.1.5 herein must be approved in advance by PWP.

3.2.6 Upon termination of the ESA, the Project Developer will be solely responsible for the decommissioning of the BESS Project, including removal of all BESS Project facilities and restoration of the site to pre-BESS Project conditions, as feasible, unless a buyout option is exercised, and ownership of the BESS Project is turned over to the City.

3. LEASE AGREEMENT

The successful Qualified Respondent shall enter into a Lease Agreement that will include the following relevant provisions:

• Lease of the premises described in the Attachment to this RFP titled Site Details o Lease term of up to 20 years that incorporates the following phases and estimated durations of the BESS project:

▪ Development – approximately 2 years

▪ Operational/Contract – approximately 15 years

▪ Post-operational/Decommissioning – approximately 1 year

• Use of Premises o The permitted use of the property shall be for the development and operation of the 25 MW BESS and dedicated solely for the use/benefit of the City.

• Location Specification o Complete specifications of the premises location as described in Qualified Respondent’s final approved development plan.

• Lease Payment o A nominal payment of $1 per year during the term of the lease agreement.

• Ownership Arrangement o The successful Qualified Respondent shall own the BESS until such time that the City elects to exercise its option to purchase the BESS.

o The City will own all other infrastructures at the site.

• Ongoing maintenance and repair o Unless specified otherwise, the successful Qualified Respondent shall be responsible for the ongoing maintenance, including repairs, of the BESS site, and of any vicinity locations impacted by the BESS during the term of the lease agreement.

• Ingress/egress rights o Unless expressly permitted via a blanket authorization issued by the City, all employees, consultants, and contractors/subcontractors providing services for the Qualified Respondent shall obtain written permission from the City to access the BESS site during any and all phases of the project.

o The City shall have the unlimited and unrestricted right to access the premises at its sole discretion at any time during the term of the lease agreement.

• No interference to the City’s rights to use the premises for other purposes.

o The development and the operation of the BESS shall not interfere with PWP’s current and future use of the BESS premises or adjacent areas. To the extent such interference may occur, the Qualified Respondent shall propose and implement a mitigation plan including financial compensation to the City subject to the City’s approval before proceeding.

• Taxes o The Qualified Respondent shall be responsible for all taxes, fees, and permitting costs resulting from the development, ownership, or operation of the BESS

• Insurance and indemnity provisions o Customary insurance and indemnity provisions relevant to the BESS will be included in the lease as an Exhibit.

• Decommissioning/End of contract o Unless mutually agreed to via a separate agreement, Qualified Respondent shall have the sole responsibility of decommissioning and restoring the site to its pre-BESS state at its sole cost at the end of lease agreement term.

• Default and termination o The lease agreement will specify the following:

o Specific default events for the use of the site and their required remedies.

o The process and the consequences (penalties, fees etc. to terminate the agreement in the event default(s) are not timely addressed.

o An understanding that that default under the ESA or the Lease constitutes a cross default under the lease agreement.

4. PROPOSALS - SPECIFIC REQUIREMENTS

Qualified Respondents must comply with the City's RFP submittal process as described in Sections 2, 10, and 11 of this RFP.

Specific information required for the TECHNICAL PROPOSAL, PRICE PROPOSAL, AND STATEMENT OF QUALIFICATIONS are described in Section 3, subsections 4, 5, and 6 below.

5. TECHNICAL PROPOSAL: REQUIRED INFORMATION

The following information must be included in the Qualified Respondent's TECHNICAL

PROPOSAL:

3.5.1. Technical Descriptions

Provide all applicable information and technical descriptions of the following items and systems the Qualified Respondent proposes to use for the BESS Project, including:

3.5.1.1. BESS Component manufacturer(s) and relevant specifications, including expected annual rate of degradation in BESS efficiency, expressed in percent per year;

3.5.1.2. Inverter manufacturer and relevant specifications, including conversion losses and inverter reliability;

3.5.1.3. Description of other system components; and

3.5.1.4. A completed Technical Data of Proposed BESS form (see Item 1.4 and Attachment F)

3.5.1.5. The project design shall describe and illustrate the necessary construction features to ensure security of the site, ingress, and egress of PWP personnel, access monitoring, restriction of unauthorized persons, and damage prevention to BESS Project facilities. Qualified Respondents are invited to illustrate and to develop measures which discourage unauthorized access by persons and vehicles to the BESS Project site during operation.

3.5.2. Project Permitting

Describe the proposed approach for permitting of the BESS Project, proposed coordination of BESS Project permitting activities by PWP and the Qualified Respondent.

3.5.3. Project Financing

Describe the approach the Qualified Respondent proposes to finance the BESS Project, including sources of equity and/or bond financing, provide a description of how the proposed financing approach will help reduce the cost of the BESS Project.

3.5.4. Materials Procurement

Describe how the Qualified Respondent would procure the BESS Project related components.

Describe contract rights, price guarantees or other beneficial arrangements the Qualified Respondent has in place with its suppliers or affiliates and how that will reduce costs and/or ensure availability of components and materials for the BESS Project. The Qualified Respondent shall provide information on if/how materials satisfy the Domestic Content requirement of the Inflation Reduction Act.

3.5.5. Project Construction

Describe the approach to supporting construction. Please include a project team org chart and resumes for key personnel of the proposed project team.

3.5.6. Project Schedule

Provide a project schedule of major milestones, including but not limited to permitting, engineering, detail design completion, procurement, deliver of equipment during construction, and estimated COD.

3.5.7. Project Operation and Maintenance

Describe the approach the Qualified Respondent would use to operate and maintain the project.

Identify key operation and maintenance activities and define the organizational responsibility for performing each key activity.

3.5.8. Local Economic and Community Benefits

Identify and describe whether and, if so, how the Qualified Respondent’s Proposal would provide local economic benefits, including stimulation of local business activity and employment within Pasadena. Also identify and describe any other local community benefits that the Qualified Respondent’s proposal would provide. Note: This information will not be used in evaluating and selecting a Qualified Respondent as the Project Developer, but such information may be included in the ESA.

3.5.9. City Terms and Conditions for Energy Storage Agreement The Project Developer, if any is ultimately selected, will be required to execute an ESA containing the City's standard terms and conditions. Sample boilerplate Master Procurement Contract and ESA documents are attached for reference purposes only. The substantive standard terms and conditions are non-negotiable, and Qualified Respondents should consider this accordingly when responding to this RFP. To facilitate the smooth and timely implementation of the BESS Project, Qualified Respondents shall review all the City’s terms and conditions including, but not limited to, provisions relating to insurance and indemnity

6. PRICE PROPOSAL - REQUIRED INFORMATION

The following information must be included in Qualified Respondent's PRICE PROPOSAL:

3.6.1 Offer a FIXED PRICE based on the following requirements, guidelines, and assumptions:

a) Execution of a minimum 15-year ESA with City Terms and Conditions

b) Costs for all BESS Project facilities up to the Point of Connection with PWP’s system;

c) Includes all RA capacity, ancillary services, and operational attributes sold to PWP;

d) A price schedule that changes year by year and extends to the maximum duration of BESS operation;

e) Provide a price expressed in dollars per kilowatt-month ($/kW per month) for the supply, design, delivery of materials and equipment for the BESS, and operation and maintenance of the

BESS

f) Provide the calculations and methodology that will be used for determining the cost of construction adder and expressed in $/kW per month. This cost will be added to the cost in the attachment named "BESS_Site_Details_". This provides payment for the BESS construction costs that were paid by the Project Developer to the City.

3.6.2 Buyout Price for sale of the BESS to the City from Year five (5) after COD, and onward, in 1-year increments, if applicable. Qualified Respondents are encouraged to include pricing for Year one (1) through Year four (4) also.

3.6.3 Option B – Offer a fixed lump sum price for the immediate transfer of ownership to the City at the COD. The fixed price for this option will include costs for the design, furnish and delivery of equipment, construction support and start-up and commissioning support of the BESS installation.

7. STATEMENT OF QUALIFICATIONS - REQUIRED INFORMATION

The following information must be included in Qualified Respondent's STATEMENT OF

QUALIFICATIONS:

3.7.1. Description

Provide a description of the Qualified Respondent. If the Qualified Respondent consists of more than one company, identify, and describe each company, and clearly identify the primary roles and functions each company would perform at each stage of design, engineering, permitting, financing, procurement of materials, operation, and maintenance of the Project. Include contact information for each company.

3.7.2. Project Experience

Provide a detailed description of the company or multi-company experience in direct development and operation of utility scale BESS projects, including but not limited to design, engineering, permitting, financing, contracting, procurement of materials, operation, and maintenance. It is preferable that the Qualified Respondent has at least 5 years of experience in direct development and operation of utility scale BESS project.

3.7.3. Completed Projects

It is preferable that the Qualified Respondent provide at least four (4) detailed references for successfully completed BESS projects in which the Respondent was a major participant. At least one completed project should be in the State of California. Each project listed must be constructed on one contiguous site. The project list shall be organized as follows:

i. Projects with capacity of 25,000 kW or larger.

ii. Projects with capacity less than 25,000 kW but larger than 10,000 kW.

iii. Projects constructed on the distribution system.

3.7.4. Projects Under Development:

Provide detailed references for up to four (4) BESS projects under development and in which the Respondent is a major participant. Each project listed must be constructed on one contiguous site. The project list shall be organized as follows:

i. Projects with capacity of 25,000 kW or larger.

ii. Projects with capacity less than 25,000 kW but larger than 10,000 kW.

iii. Projects to be constructed on the distribution system.

3.7.5. Project Details: For each project listed in 3.4 b) and 3.4 c), also include the following information:

i. Location and description, including capacity size and major component attributes.

ii. COD (if completed) or scheduled completion date (if under development).

iii. Contact information (including personnel and phone numbers) of owner of facility and/or contract counterparties.

iv. Methods of financing (i.e., power purchase agreement, lease purchase, prepay arrangement, etc.).

3.7.6. Transactions Experience

Provide a description of direct involvement with specific energy transactions that use prepayments, and/or transactions that initially involve power sales and later transition to sale of the project to the purchaser in the form of buyout options. If the Qualified Respondent does not have specific examples of consummated transactions, describe the capabilities that could be expected in this area.

3.7.7. Financial Information

Provide current financial statements of all entities involved in the project or as part of the management team. This shall include items such as audited financial statements (not more than twelve months old), annual reports, FERC Form 1, and any other applicable financial information.

If none of the above is available, Respondent shall provide verifiable financial statements for the past three (3) years if available, and Respondent's Dunn & Bradstreet identification number, where available.

3.7.8. Project Personnel

Identify key personnel the Qualified Respondent intends to assign to the Project at each stage of design, engineering, permitting, financing, procurement of materials, construction, operation, and maintenance of the Project. Summarize the qualifications and experience of each key person.

3.7.9. Project Design

After the award of contract, the following data and drawings shall be submitted to the General Manager for approval in accordance with the submittal schedule provided with this Section:

i. In general, the Contractor shall furnish arrangement, assembly, and component drawings showing details of installation, process and instrument equipment, location of service connections and methods of installation necessary for engineering, interfacing, erection, start-up, and operation and maintenance of the unit.

ii. Certified outline drawing to show overall lengths, dimensions, maintenance areas (if needed), weights, connections, interconnecting piping, and locations of major components

iii. Certified cross sections and details showing relationship and connections between components and connections to be accomplished in the field

iv. The Contractor shall furnish complete interconnection wiring diagrams, conduit and cable schedules between all furnished equipment.

v. The Contractor shall submit final drawings and design data. The drawings and data shall be submitted for General Manager’s review, approval, and use. Final drawings shall be certified for use. Any design changes subsequently made by the BESS Project Developer after the review and approval of certified drawings and fabrication procedures by General Manager shall be submitted for review and approval by General Manager before execution. Contractor shall submit any such changes in a timely fashion so as to prevent delays in Contractor's production and fabrication schedule. In reviewing submitted changes, General Manager is at all times entitled to its standard review period as defined in the contract documents. General Manager shall not be liable for delays to the Contractor's production schedule or claims thereof as a result of tardy submission of design changes for its approval.

vi. Materials of Construction

vii. Equipment Bill of Materials

viii. Foundation load data, where required, shall include both horizontal and vertical loads, including seismic or wind loads as applicable. Load data shall include anchor bolt loads in addition to pier or plate loads. Along with anchor bolt loads, Contractor shall supply the following anchor bolt information: bolt/nut material(s), grade(s) and nominal yield strength, diameter, thread type, embedded length, total projection above finished surface, grout strength and thickness requirements. In addition, Contractor shall also specify acceptable leveling means and methods, i.e., shim packs, leveling nuts, etc. Where anchor bolt preload has been assumed in the seismic calculations, Contractor shall furnish required bolt pre-tension and corresponding lubricated nut torque value to achieve such tension. Rotating equipment greater than 500 HP, if any, shall include in addition to static loads: out of balance loads, critical speed, eccentricity of unbalanced mass and allowable vibration amplitude and velocity.

ix. Details of special features

Provide conceptual-level design plans for a proposed “turn-key” BESS, including but not limited to design documents and a narrative that communicates specifications for major equipment and components; layout of installation (including site plan and profile sketches); illustrations showing a visual rendering of the completed BESS Project; landscaping (if applicable); fencing;

interconnection with PWP’s distribution system; controls; instrumentation; monitoring; metering and data management.

3.7.10. Project Engineering

Summarize the approach the Qualified Respondent would use to complete detailed engineering work for the BESS Project.

3.7.11. Licenses

In addition to a City of Pasadena business license, potential Project Developers must hold all licenses required for the project described in this RFP.

4. Sample Price Proposal

Each Proposer must submit a Price Proposal containing all costs associated with the technical proposal. The cost proposal shall describe both the total and the detailed price for which the consultant will commit to complete the total scope of work and end products. The table(s) below is intended to be a sample. Proposers may add necessary line items provided they are in compliance with instructions in this RFP for "Cost Proposals." The cost proposal detail shall describe costs for each professional’s time, for the completion of each proposed task, and for materials and supplies.

INSTRUCTIONS:

Each Proposer must submit a Price Proposal containing all costs associated with the technical proposal. Using the attached Price Proposal in this RFP, provide Proposer’s lump-sum price and/or unit price for performing all services and work called for in the SCOPE OF WORK. The Proposer’s price shall include, without limitation:

A. all designs, equipment, materials, labor, insurance and bond premiums, home office, jobsite, and other overhead, profit and services relating to the Proposer’s performance of its obligations under the Contract (including all work, equipment, materials, labor, and services provided by subcontractors and intellectual property rights necessary to perform the work);

B. performance of each and every portion of the work

C. all costs of obtaining Government approvals other than Government approvals that are the responsibility of the City of Pasadena;

D. all costs of compliance with Government rules, except to the extent such compliance is the responsibility of the City of Pasadena;

E. all taxes, duties, permits, and other fees or royalties incident to the performance of the

SCOPE OF WORK;

F. payment of all salaries, wages, benefits, and expenses of the Proposer’s employees;

G. compensation for all risks, liabilities, and contingencies assigned to the Proposer; and

H. all other costs needed or incurred to complete the Project.

PRICE PROPOSAL

Offer a FIXED PRICE that includes requirements of Section 3, Subsection 5 of this RFP.

Line Item Description Quantity Unit of Measure

Unit Cost Total

1 Fixed Price ($/kw per month) -

(REQUIRED RESPONSE)

1 EACH

2 Purchase Option - Year 2 - (REQUIRED

RESPONSE)

1 EACH

3 Purchase Option - Year 5 - (REQUIRED

RESPONSE)

1 EACH

4 Purchase Option (Other Years) -

(OPTIONAL…