# Behind-the-Meter Nuclear PPA Template v1.0

**Open-source. Published by ReactorN Intelligence.**
**Not legal advice. Consult qualified energy counsel before execution.**

## Scope

**Behind-the-Meter (BTM)** nuclear PPAs — where the generating asset is **co-located** with the buyer's load (e.g., hyperscaler data center co-located with a nuclear operator's site). Emerged as the dominant hyperscaler structure after the Amazon-Talen Cumulus deal (2024) and Microsoft-TMI (2024).

**Use when:**
- Buyer's load is physically co-located with the generating facility
- Delivery is "behind" the utility's revenue meter (no ISO settlement)
- Grid-charges avoidance is a material value driver

**Regulatory caution:**
- FERC has signaled increased scrutiny of BTM nuclear arrangements (FERC Docket ER24-2670-001 and follow-ons)
- State PUC approval likely required in most jurisdictions
- Verify with counsel that your BTM structure does not trigger public utility status

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## Key structural differences from FTM

| Term | FTM | BTM |
|---|---|---|
| Physical delivery | Grid interconnection | Direct co-located |
| Transmission charges | Included in LMP | Avoided |
| State sales tax | Varies | May be exempt in some states |
| FERC jurisdiction | Clear | Ambiguous / evolving |
| ISO settlement | Yes | No — bilateral |
| Backup/standby | From grid | Requires backup agreement |

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## Section structure

### 1. Parties + Site
- Seller (nuclear operator)
- Buyer (data center / industrial load)
- Host site legal description
- Interconnection arrangement ownership

### 2. Definitions
Standard plus:
- **"Direct Connection"** — physical electrical connection between Facility and Load
- **"Load Facility"** — Buyer's co-located energy-consuming installation
- **"Facility"** — the nuclear generating unit(s) providing power
- **"Backup Supply"** — standby power from utility grid during outages

### 3. Connection and Delivery
- Direct electrical connection specifications
- Metering arrangement (revenue-quality at Load Facility input)
- Backup Supply Agreement with local utility (typically required — see Section 11)
- No ISO scheduling; bilateral power flow

### 4. Term
- 10-25 years typical. Hyperscaler norm: 15-20 years.
- Conditions precedent specific to BTM:
  - NRC operating license covering the Facility
  - FERC acceptance of the interconnection arrangement
  - State PUC approval of the BTM configuration (if applicable)
  - Local utility consent and Backup Supply Agreement in effect
  - Permits from state/federal authorities for site modifications

### 5. Pricing
Typical structure for hyperscaler BTM:
- **Fixed $/MWh** with CPI escalation (most common)
- Range observed 2024-2026: $75-$120/MWh depending on REC treatment and term
- No LMP-indexed component (no ISO settlement means no LMP reference at Delivery Point)

### 6. Availability and Curtailment
- Contracted availability: 92-95% capacity factor
- Refueling outage schedule coordinated with Buyer's load management
- Unplanned outage recovery: Backup Supply kicks in (pricing per Section 11)
- Buyer load curtailment: Buyer retains flexibility; Seller obligated to deliver up to contracted MW

### 7. Environmental Attributes
- **Critical BTM point:** REC treatment differs from FTM
- Buyer typically retains ZECs, RECs, and GHG attributes
- Attribute registry: depends on state — some BTM configurations aren't eligible for certain registries
- Addendum: clean energy attestation letter format for Buyer ESG reporting

### 8. Grid Backup / Standby
- Separate agreement with local utility OR through Seller's interconnection
- Pricing for backup: typically standby tariff (utility-filed) OR bilateral
- Contingency protocols for Facility forced outage exceeding backup capacity

### 9. Regulatory Evolution Clause
**BTM-specific — critical.** FERC and state PUCs may require structural modifications:
- Pricing adjustment mechanism if FERC orders transmission charge recovery
- Termination right if state PUC disallows BTM configuration (180-day wind-down)
- Bilateral renegotiation trigger if regulatory cost exceeds 10% of contract value

### 10. Credit and Security
- Hyperscaler Buyer typically parent-guaranteed (Amazon, Microsoft, Meta)
- LCs from investment-grade Buyer: usually not required
- Seller operational performance bond: sometimes required ($10-50M)

### 11. Backup Power Agreement
Companion document. Structure:
- Firm standby capacity MW
- Dispatch pricing ($/MWh during dispatch)
- Monthly standby charge ($/kW-month)
- Coordination with Seller's outage schedule

### 12-14. Standard provisions
Force majeure, assignment, dispute resolution, confidentiality, governing law — similar to FTM.

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## Commercial terms worksheet

| Term | Value | Notes |
|---|---|---|
| Co-location address | | |
| MW capacity | | |
| Expected energy MWh/yr | | |
| Price $/MWh | | Typical $75-120 range |
| Escalator | CPI / Fixed | |
| Term years | | 15-20 typical |
| REC / ZEC ownership | Buyer usually | |
| Backup supply | Utility / Seller | |
| Backup standby $/kW-month | | |
| Parent guarantee | | Usually yes for hyperscaler |
| Governing law | | |

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## Risk heat map for BTM

| Risk | Likelihood | Mitigation |
|---|---|---|
| FERC re-characterization | Medium | Regulatory evolution clause + state PUC pre-approval |
| State PUC denial | Low-medium | Pre-filing with state PUC before execution |
| Backup supply pricing shock | Medium | 5-year lock on Backup Supply Agreement |
| NRC requirement changes | Low | Standard force majeure + cost-sharing trigger |
| Load migration (Buyer moves away) | Medium | Make-whole provision at PV + 150bps |

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**License:** CC BY 4.0 — attribute "ReactorN Intelligence PPA Template v1.0"