Clean_Power_Partnership_Term_Sheet.docx
DOCX document 72 KB Posted
- Attached to
- Clean Power Pasadena Partnership – Round 1
- Solicitation number
- 2026-RFP-0417
- Issued by
- Los Angeles County, California
About this file
This is a Term Sheet for the Clean Power Partnership between the City of Pasadena's Water and Power Department (Buyer) and a renewable energy developer (Seller) for a distributed generation facility. The document outlines the framework for negotiating a Power Purchase Agreement (PPA) for a renewable energy facility larger than 200 kW located within Pasadena's service territory that will interconnect directly to the city's electric distribution grid. The Facility must achieve commercial operation on or before a target date specified by the Seller, with a single extension allowance of up to 180 days permitted without contract amendment. The PPA term shall consist of calendar years measured from the commercial operation date, including initial and final stub years. The Seller is responsible for obtaining all environmental permits required under the California Environmental Quality Act (CEQA), the National Environmental Policy Act (NEPA), and comparable environmental laws, as well as securing California Energy Commission certification for renewable energy resource eligibility within six months of commercial operation.
The Term Sheet specifies that the Seller shall sell all energy products generated by the Facility, including Portfolio Content Category 1 energy, renewable energy credits (RECs), resource adequacy attributes, and local capacity requirement designations to the Buyer. The Seller must establish automatic transfer of WREGIS certificates to the Buyer's account and bears responsibility for all costs associated with account establishment and maintenance. The Buyer shall cover the cost of interconnection upgrades within the public right-of-way and the installation of revenue-quality meters, while the Seller is responsible for all internal equipment and improvements from the property line inward, as well as compliance with Pasadena Regulations 21 and 23 and relevant interconnection standards. The Seller must maintain commercial general liability insurance and establish a separate retail service account with the Buyer for any on-site loads associated with the Facility.
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APPENDIX A
CITY OF PASADENA, WATER AND POWER DEPARTMENT
TERM SHEET
FOR
[Developer Name]
Note: Where requested, Seller shall check appropriate box indicating whether Seller agrees or disagrees with provision as stated. If Seller disagrees, Seller shall provide description of specific point(s) of disagreement and counterproposal, where applicable.
| 1. Date |
| [Date] |
| 2. Buyer |
| City of Pasadena, Water and Power Department (“Buyer”), and, together with Seller, the “Parties” and each, a “Party.” |
| 3. Seller |
| [Owner’s Name, LLC] (“[____________]”) |
| 4. Name of Facility |
| [Name of Facility] (the “Facility”), a [indicate resource type] generating facility with a net nameplate capacity of [____] kW located in Pasadena, CA on [property address]. |
| 5. Agreement; Term |
| The Parties intend to negotiate a Power Purchase Agreement (“PPA”) by and between Seller and Buyer PPA; |
The term of the PPA shall be [_____] Contract Years from the occurrence of the commercial operation date (“COD”) of the Facility (“Term”). Contract years shall be measured in calendar years but shall also include an initial stub year and a final stub year (each, a “Contract Year”).
| 6. Effective Date |
| The PPA shall become effective upon execution by both Seller and Buyer (the “Effective Date”). |
| 7. Technology |
| [Type of facility, including major equipment and manufacturers, as well as tracking mechanism, if any] |
| 8. Environmental Review and Permits |
| Prior to execution of the PPA by Buyer, the Facility shall have received a final notice of determination under the California Environmental Quality Act (“CEQA”), the National Environmental Policy Act (“NEPA”) and/or other comparable environmental law(s) that may apply. |
Seller shall have the responsibility to obtain all relevant permits needed to legally construct and operate the Facility.
Agree |_| Disagree |_| Comments:
| 9. Design Standards | |
| Facility shall conform to all applicable electrical generating system safety and performance standards established by the National Electrical Code (“NEC”), the Institute of Electrical and Electronics Engineers (“IEEE”), and accredited, nationally recognized testing laboratories such as Underwriters Laboratories (“UL”), applicable building codes, and to all applicable Pasadena electric service requirements including Regulation 21 and Regulation 23, as may be amended from time to time. For solar projects, all equipment utilized in photovoltaic energy systems, must be approved by the California Energy Commission (CEC). | |
| Agree | |_| |
| 10. Product |
| Seller shall sell to Buyer, and Buyer shall purchase from Seller, all energy products produced by the Facility including all Portfolio Content Category 1, a.k.a. Bucket 1, energy (per CPUC Section 399.16 (b)(1) (“PCC1”)) from the Facility, and all associated capacity attributes, services and all ancillary products similar to the foregoing which are or may be, now and in the future, produced by or associated with the Facility, including, without limitation, renewable attributes; renewable energy credits (“RECs”); resource adequacy (“RA”) and local capacity requirement (“LCR”),; capacity attributes as defined by the California Independent System Operator (“CAISO”); and any other future capacity value or renewable attributes (together, the “Product”). Notwithstanding the above, Seller shall not individually designate the resource as a CAISO RA Resource but shall work with Buyer if Buyer decides to pursue this designation at a future date. |
Seller acknowledges that PCC1-eligible energy products must be generated by a generation facility that has been certified (or satisfies all of the requirements to be certified and will be certified within six (6) months after the COD) as an eligible renewable energy resource facility by the California Energy Commission (“CEC”). Seller shall achieve such CEC certification within six (6) months after COD.
Agree |_|
| 11. Commercial Operation Date | |
| Seller anticipates achieving COD as of _________ [Date] (“Target COD”). Seller may achieve COD prior to the Target COD so long as Seller gives written notice thereof to Buyer. Seller may extend the COD once without a contract amendment provided the new COD is within 180 days of the Target COD. | |
| Agree | |_| |
| 12. Automatic REC Transfer |
| Seller shall establish an automatic transfer of WREGIS Certificates or RECs from Seller’s WREGIS account to Buyer’s. Seller shall be responsible for all costs associated with the establishment and maintenance of their WREGIS account, as well as any costs to transfer the WREGIS certificates to Buyer. |
Buyer will act as the Qualified Reporting Entity (“QRE”) for the facility and will be responsible for providing metered Facility output data to WREGIS.
If Seller fails to successfully register the Facility, or does not provide the WREGIS Certificates to Buyer, Buyer will reduce the amount paid to Seller by the cost of an equivalent number of replacement RECs.
It may be possible to pay Buyer or another agency the fee to administer this responsibility.
Agree |_|
| 13. Point of Interconnection |
| The Facility must interconnect to the PWP electric distribution grid. |
| 14. Interconnection Agreement/CAISO interconnection process |
| Seller shall submit an interconnection application to Buyer and will complete the study process in conjunction with the appropriate representatives from PWP. Seller shall agree to and sign an Interconnection Agreement with Buyer once it has completed the study process. |
Buyer is located within the CAISO balancing authority area. If the Facility is required to interconnect to the CAISO-controlled grid, Seller shall work with Buyer so that Buyer can pursue such interconnection on Seller’s behalf, at Buyer’s expense. Additionally, Seller shall provide reasonably requested information if needed to ensure compliance with the CAISO rules. Seller is not expected to interact directly with the CAISO.
Agree |_|
| 15. Station Service Load | |
| Seller shall be responsible for establishing a separate retail service with Buyer for any on-site loads associated with the Facility. | |
| Agree | |_| |
| 16. Cost to Interconnect/Metering |
| Buyer shall be responsible for the design, installation, and cost of interconnection upgrades within the public right-of-way up to the property line. Seller shall design, install, and fund all internal equipment and improvements from the property line inward, ensuring full compliance with Pasadena’s Regulations 21, 23, the results of the interconnection studies, and all other relevant standards. |
Buyer shall furnish, install and own one or more revenue quality meters to read energy generated by the Facility, and will charge a meter fee to Seller to cover the costs associated with the meter's purchase and installation. As requested, Seller shall provide and install a meter socket in accordance with Buyer's metering standards. Buyer reserves the right to install additional metering equipment at its sole cost and expense.
Agree |_|
| 17. Insurance |
| Seller shall maintain in full force and effect a commercial general liability insurance policy. For projects <1MW, combined limits of $1,000,000, per occurrence shall be required. |
For projects above 1MW, the following minimum limits shall apply:
· 1-3MW - $2,000,000
· 3-5MW - $3,000,000
· Projects larger than 5MW may be required to obtain additional insurance.
Buyer may require Seller to obtain reasonable Tech E&O or Cyber Liability insurance coverage if a proposal presents an additional cybersecurity risk to Buyer.
Agree |_|
| 18. Curtailment |
| Buyer may require Seller to interrupt or reduce deliveries of energy |
A) when necessary to construct, install, maintain, repair, replace, remove, or investigate any of its equipment or part of Buyer’s transmission system or distribution system or facilities;
B) if Buyer determines that such curtailment, interruption, or reduction is convenient or necessary due to emergency, forced outage, force majeure, or compliance with prudent electrical practices;
C) when the Facility or its operation endangers Pasadena personnel, any person, Buyer’s distribution system, the environment, or any property;
D) When Seller fails to operate the Facility with applicable municipal, state, and federal law, including, but not limited to the Pasadena Charter and Municipal Code, The Pasadena Electric Rates, Rules and Regulations, and any generation interconnection standards and guidelines on file with Buyer; or E) When directed by the CAISO to curtail or reduce deliveries of energy, if the Facility is registered with the CAISO.
Such interruption or reduction of deliveries of energy by Seller to Buyer in (A) through (E) shall be deemed Reliability Curtailments. Buyer shall have no obligation to compensate Seller for Reliability Curtailments.
In addition, Buyer may direct Seller to interrupt or reduce the deliveries of energy to Buyer due to Buyer’s economic reasons. Such interruption or reduction of deliveries of energy directed by Buyer due to Buyer’s economic reasons shall be deemed Buyer’s Curtailments. Buyer shall compensate Seller for all Buyer’s Curtailments at the Contract Price.
Agree |_|
| 19. No Additional Incentives | |
| Seller shall not receive, nor may it apply for or seek any other incentives from Pasadena for the Facility either before the start of the Term or during the Term. This includes all solar rebate programs, or any other opportunities that may be offered now or in the future by Pasadena. | |
| Agree | |_| |
| 20. Regulatory Compliance |
| Seller shall cause the Facility to be compliant with each of the following requirements, as applicable, at the time of COD and throughout the Term (“Compliant”): (a) RPS compliant (including under CPUC Section 399.16(b)(1), i.e., Portfolio Content Category 1 resource), (b) EPS compliant (satisfies both the PUC Performance Standard and the CEC Performance Standard in effect at the time); and (d) CEC Certified and Verified. “CEC Certified and Verified” means that the Facility is certified by the CEC as an “Eligible Renewable Energy Resource” (as defined in Sections 399.12(e) and California Public Resources Code Section 25741(a), as either is amended from time to time) and that all Facility energy delivered to the delivery point qualifies as generation from an Eligible Renewable Energy Resource. Subject to this Section 19, Seller shall assume any risk that the Facility is not Compliant, and Seller shall cause the Facility to be Compliant should the Facility fail to be Compliant at any time after COD and throughout the Term. |
Seller shall be responsible for any compliance obligations, and other regulatory or legal obligations associated with the Facility and delivery of the Product, including but not limited to costs and expenses incurred by Seller to third parties in connection with or related to environmental liabilities, losses, damages or costs, Greenhouse Gas Emissions Reporting, WREGIS, CEC certification and verification, and future environmental and facility attributes comprising the Product.
During any period of time in which the Facility is not Compliant, Buyer shall reduce the Contract Price by the cost of the equivalent number of replacement RECs.
Agree |_|
| 21. Site Control | |
| Seller shall have established, and shall maintain throughout the Term, site and resource control for the entire Facility (including all real property, water rights, easements, access and related rights, and including the Facility gen-tie, if applicable), pursuant to site lease agreements and easements or fee interests, all of which shall be valid for a period of not less than the Term. Seller shall provide copies of such interests in the Facility site to Buyer. | |
| Agree | |_| |
| 22. Termination Rights |
| Buyer shall have the unilateral right to terminate the PPA if: |
· Seller fails to timely achieve the Target COD, as it may be extended.
· Seller fails to obtain CEC certification within six (6) months following COD;
· Seller defaults under the PPA and fails to timely cure such default during the applicable cure period(s) to be provided in the PPA; and
· Buyer otherwise has a right of termination specified in the PPA or IA.
Agree |_|
| 23. Contract Price |
| The “Contract Price” shall be: |
$_______/MWh fixed Agree |_|
24. Accommodations to Financing Parties
| Where necessary and appropriate, Buyer will enter into a reasonable consent and agreement with Seller and any project lender providing customary requirements with respect to the collateral assignment of the PPA and financing of the Facility, including, among others, relating to a lender’s step in and cure rights, and rights of foreclosure following a default by Seller. For the avoidance of doubt, Buyer shall have no obligation to agree to any amendment or other modification to the PPA that is proposed by a lender in such consent and agreement. | |
| Agree | |_| |
| 25. Authorized Contact Information |
| SELLER: |
Name:
Title:
Contact Information:
Each of Seller and Buyer agree that this Term Sheet does not contain all of the requisite terms and conditions of a definitive PPA, and is not intended to create, nor does it create, a binding and enforceable commitment between the Parties. Each of Seller and Buyer agree that no binding contract will exist between the Parties until the Parties execute a definitive PPA. Each of Seller and Buyer agree that any costs or obligations incurred as a result of or during the course of negotiation or other associated work on this Term Sheet shall be the sole responsibility of each individual Party and shall not implicate the other Party for any costs whatsoever.
SELLER:
Owner’s Name, LLC
By:
Name:
Title:
Date: ____________________________
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