Energy Storage Agreement

ENERGY STORAGE AGREEMENT

Agreement Number: [________________________________]

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Parties
2. Recitals
3. Definitions
4. Agreement Structure
5. System Specifications
6. Development and Construction
7. Operations and Dispatch
8. Compensation
9. Performance Guarantees
10. Interconnection
11. Insurance and Indemnification
12. Term and Termination
13. General Provisions
14. Signatures

PARTIES

BESS DEVELOPER/OWNER:

Company Name: [________________________________]

Address: [________________________________]

City, State, ZIP: [________________________________]

Phone: [________________________________] Email: [________________________________]

OFFTAKER/HOST:

Name/Entity: [________________________________]

Address: [________________________________]

City, State, ZIP: [________________________________]

Phone: [________________________________] Email: [________________________________]

RECITALS

WHEREAS, Developer will design, construct, own, and operate a Battery Energy Storage System ("BESS") at [________________________________] ("Project Site"); and

WHEREAS, Offtaker desires to procure energy storage products and services from the BESS;

NOW, THEREFORE, the Parties agree as follows:

DEFINITIONS

• BESS — Battery Energy Storage System, including batteries, inverters, power conditioning systems, thermal management, and associated balance-of-plant equipment.
• Nameplate Capacity — The manufacturer-rated maximum energy storage capacity (MWh) and power output (MW) of the BESS.
• State of Charge (SOC) — The percentage of total energy capacity currently stored in the BESS.
• Round-Trip Efficiency (RTE) — Ratio of energy discharged to energy charged, expressed as a percentage.
• Degradation — The gradual reduction of BESS capacity over time due to cycling and aging.
• Commercial Operation Date (COD) — The date the BESS is fully operational and meets performance testing criteria.

AGREEMENT STRUCTURE

4.1 Agreement Type (select one):

☐ Power Purchase Agreement (PPA) — Developer sells capacity, energy, and ancillary services to Offtaker at agreed prices.
☐ Tolling Agreement — Offtaker supplies charging energy; Developer makes BESS capacity available for Offtaker's dispatch.
☐ Shared Savings — Parties share economic benefits from demand charge reduction, arbitrage, and ancillary services.

SYSTEM SPECIFICATIONS

DEVELOPMENT AND CONSTRUCTION

6.1 Developer shall obtain all permits, interconnection approvals, and regulatory authorizations.

6.2 Key Milestones:

6.3 Delay Liquidated Damages: If COD is not achieved by the Guaranteed COD, Developer shall pay $[________] per day of delay, capped at $[________].

6.4 Developer bears all construction costs unless otherwise specified in Exhibit A.

OPERATIONS AND DISPATCH

7.1 Dispatch Authority: ☐ Developer ☐ Offtaker ☐ Shared per dispatch protocol in Exhibit B.

7.2 Permitted Uses:

☐ Peak shaving / demand charge management
☐ Energy arbitrage
☐ Frequency regulation and ancillary services
☐ Backup/resilience power
☐ Renewable energy integration (solar/wind firming)
☐ Wholesale market participation per FERC Order 841

7.3 Developer shall maintain the BESS and respond to outages within [____] hours.

7.4 Planned maintenance shall not exceed [____] days per year and requires [____] days' advance notice.

COMPENSATION

8.1 For PPA Structure:

• Capacity Payment: $[________] per MW-month
• Energy Payment: $[________] per MWh discharged
• Ancillary Service Revenue: ☐ Retained by Developer ☐ Shared [___]% / [___]%

8.2 For Tolling Structure:

• Fixed Monthly Tolling Fee: $[________] per MW-month
• Variable O&M Charge: $[________] per MWh throughput

8.3 Payment due within [____] days of monthly invoice.

PERFORMANCE GUARANTEES

9.1 Guaranteed Availability: [____]% annually.

9.2 Guaranteed Minimum Capacity: BESS shall maintain at least [____]% of Nameplate Energy Capacity through Year [____].

9.3 Performance Shortfall Liquidated Damages: $[________] per MWh of guaranteed but undelivered capacity.

9.4 Developer shall conduct annual capacity tests and provide results to Offtaker within [____] days.

INTERCONNECTION

10.1 Developer shall execute an interconnection agreement with [UTILITY NAME] and bear all interconnection costs.

10.2 BESS shall comply with IEEE 1547-2018 and applicable utility interconnection standards.

10.3 Point of Interconnection: [________________________________]

INSURANCE AND INDEMNIFICATION

11.1 Developer shall maintain: Commercial General Liability ($[________]); Property/Equipment Insurance (full replacement value); Environmental Liability ($[________]).

11.2 Each Party indemnifies the other for losses arising from its negligence or breach.

TERM AND TERMINATION

12.1 Initial Term: [____] years from COD.

12.2 Renewal: ☐ Automatic for [____]-year terms ☐ By mutual written agreement.

12.3 Termination for cause upon [____] days' notice and [____]-day cure period.

12.4 Upon termination, Developer shall remove the BESS within [____] days and restore the site.

GENERAL PROVISIONS

13.1 Governing Law: State of [________________________________].

13.2 Dispute Resolution: ☐ Mediation ☐ Arbitration ☐ Litigation.

13.3 Assignment: Requires prior written consent; Developer may assign to project financing lender.

13.4 Force Majeure: Standard force majeure provisions apply.

13.5 Entire Agreement: This Agreement and its Exhibits constitute the complete understanding.

SIGNATURES

BESS DEVELOPER/OWNER:

Signature: [________________________________] Date: [__/__/____]

Printed Name: [________________________________] Title: [________________________________]

OFFTAKER/HOST:

Signature: [________________________________] Date: [__/__/____]

Printed Name: [________________________________] Title: [________________________________]

EXHIBITS

• Exhibit A — Cost Allocation and Payment Schedule
• Exhibit B — Dispatch Protocol
• Exhibit C — System Technical Specifications
• Exhibit D — Site Plan

Sources and References

• FERC Order 841 — Electric Storage Participation
• NFPA 855 — Stationary Energy Storage Systems
• Davis Wright Tremaine — Structuring BESS Agreements