AMENDMENT NO.
1 FOR ENERGY SERVICES AGREEMENT
–
ENERGY STORAGE
FRESNO YOSEMITE INTERNATIONAL AIRPORT
Date:
May
____, 202
6 Reference:
Reference is hereby made to the following agreement
(
Energy Storage
Agreement):
Energy Services Agreement
–
Energy Storage
(
Fresno
Yosemite International Airport
), dated
August 1, 2021
,
between FFP BTM Solar, LLC (Provider) and City of
Fresno (Purchaser)
.
Premises:
5175 E. Clinton Way, Fresno,
CA 9
3727
; APN:
494
-
071
-
78T
Purchaser:
City of Fresno, a California Municipal Corporation
Provider:
FFP BTM Solar, LLC, a Delaware limited liability company
Definitions:
Capitalized terms not otherwise defined herein shall
have the meaning ascribed to such term in the
Energy
Storage
Agreement.
Background
:
On
August 1, 2021
, the Parties entered into an Energy
Services Agreement
–
Energy Storage
,
Fresno
Yosemite International Airport
, for the installation and
operation of a
n Energy Storage System
at the
Premises for the purpose of providing Energy Services
(
Energy Storage
Agreement
)
.
Council authorized the D
irector
of
Aviation
, or designee,
to approve any changes to the Power Purchase
Agreement rates and energy storage system size, up to
the maximum amount authorized in the
Energy Storage
Agreement
, as well as to execute any subsequent
documents, instruments, estoppel and acknowledgement
certificates, etc.
related to
Provider’s
financing of the
solar and energy storage systems
.
Since execution of the
Energy Storage
Agreement, the
Project schedule has been
impacted
by
interconnection and related utility coordination
activities, including required
system upgrades and
associated timing considerations. As contemplated
under the
Energy Storage
Agreement, certain
development and construction milestones are subject
to adjustment due to factors outside of Provider’s
reasonable control.
Energy Services
Payment /
Energy
Storage
System Size
/
Delivery of Energy
Services
/
Early
Termination Fee
:
Pursuant to
Section
6, the Energy Services Payment is
set forth.
Pursuant to
Schedule 1 and Schedule 4 of the
Energy Storage
Agreement,
the
Ener
g
y
Storage
S
ystem Size set forth in Schedule 1 is an estimate of
the System’s power in
kW
and
the
System’s capacity
in kWh
, and
the
Delivery of Energy Services
set forth in
Schedule
4 of the
Energy Storage
Agreement
describes
the Minimum Guaranteed Demand Reduction
and
the
Minimum Guaranteed Energy
Arbitrage
of
the
System.
T
he
Energy Services Payment, the
Energy Storage
System Size
,
and
the
Energy Services
were
calculated
on the Effective Date
. Under the
Energy Storage
Agreement, the
Energy Storage
System Size and
Energy
Services
are subject to change prior to or
about
the Commercial Operation Date based on the actual
System
S
ize and design.
Further, Schedule 3 sets forth
the Early Termination Fee which is based on the
System Size as of the Effective Date and is subject to
change upon System Size change.
As provided in the
Energy Storage
Agreement,
Provider has calculated updated
Energy Services
Payment,
system sizes
,
Energy Services
, and
early
termination fees
for the System based on the final
designs of the System
and desires to amend the
Energy Storage
Agreement to reflect the final system
size
,
Energy
S
ervices
, and
early
termination fees
.
Therefore,
the
Energy
Storage
System Size referenced
in Schedule 1
shall be replaced in part
,
and the
Energy
Services Payment referred in Section 6,
Early
Termination Fee set forth in Schedule 3
,
and the
Delivery
of Energy Services
set forth in Schedule 4 shall be
replaced in their entirety with the
information
set forth in
Exhibit A
attached h
erein, to reflect the
final Energy
Services Payment,
Final System Size
, Early
Termination Fee,
and updated
Schedule 4
–
Delivery of
Energy Services
.
Milestone Dates:
The Parties desire to update the milestone dates to
reflect the current Project schedule
and
anticipated
progression of remaining
work.
Section 5.1 and 5.2 shall be replaced in their
entirety with the milestones
set forth in
Exhibit A.
[signature page follows]
PURCHASER:
CITY OF FRESNO, a California municipal
corporation
By: ___________________________
Francisco Partida,
Interim Director of Aviation
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
By: ___________________________
Christine C. Charitar
Date
Deputy City Attorney
ATTEST:
AMY K. ALLER,
Interim City Clerk
By: ___________________________
Deputy Date
PROVIDER:
FFP BTM Solar, LLC, a Delaware
limited liability company
By: ____________________________
Ruben Fontes Date
President
(If corporation or LLC., CFO, Treasurer,
Secretary, or Assistant Secretary)
By: ____________________________
Deborah Stewart Date
Secretary
(If corporation or LLC., CFO, Treasurer,
Secretary, or Assistant Secretary)
04/28/2026
5/11/26
Exhibit A
Amen
d
ed Schedules for the
Updated
Energy Storage
System Size and
Energy Services
For the System located at:
5189
E.
McKinley
Ave.
Fresno,
CA 9
3727
; APN:
496
-
220
-
04T
5. Milestone Dates.
5.1 The Guaranteed Construction Start Date shall mean the date that is the later of (i) sixty (60) days following issuance of all required Permits,
or
(ii)
January 10, 2027.
5.2 The Guaranteed Commercial Operation Date shall be
the later of (i) Permission
to
Operate from the Local Electric Utility plus +90 days, or (ii)
January
10, 2028.
6. Energy Services Payment.
Purchaser shall pay to Provider a monthly payment (the
“Energy Services Payment”) for the Energy Services provided by the System during each calendar month of the Term, equal to the following annual payment multiplied by the Energy Storage System Size in k
ilowatts AC divided by twelve:
Energy Storage System
Size (kW AC)
Energy Services
Payment ($/year/kW AC
for each Term Year)
1,0
00 $1
41 .0
1 Schedule 1:
Energy Storage
System Size
1 ,
0 00
kW
/
2 ,
087
.
8 kWh
Schedule 3
–
Early Termination Fee:
Early
Termination
Occurs in
Year
Column 1a
Early Termination Fee where
Purchaser does
not
take Title
to the System ($/
W
a
c
including
costs of removal)
Column
1 b
Expected Termination Fee
based on System
Size**/***
1*
$4.46
$4,459,015
2 $3.51
$3,510,54
6 3
$2.86
$2,860,920
4 $2.24
$2,236,30
3 5
$2.02
$2,023,67
5 6
$1.97
$1,972,03
2 7
$1.92
$1,921,706
8 $1.87
$1,872,66
5 9
$1.82
$1,824,87
5 10
$1.78
$1,778,30
4 Purchase Date
Occurs on the 91
st
day following:
(Each “Anniversary”
below shall refer to
the anniversary of the
Commercial
Operation Date)
Column 2a
Early Termination Fee
where Purchaser takes
Title to the System
($/W
a
c, does
not
include
costs of removal)
Column 2b
Expected
Termination Fee
based on System
Size** /
--
--
--
--
--
5 th
Anniversary
$1.45
$1,077,6
50 6
th
Anniversary
$1.40
$1,025,30
8 7
th
Anniversary
$1.35
$975,509
8 th
Anniversary
$1.31
$928,129
9 th
Anniversary
$1.26
$883,050
Thereafter
Fair Market Value
Fair Market Value
Schedule
4 –
Delivery of Energy Services
:
4.1 Energy Services
. Provider shall operate the System to, when feasible, reduce Purchaser’s electricity charges
from the Local
Electric Utility, including but not limited to
changes in demand charges, energy charges, utility usage taxes, and revenues earned from other grid services programs (“
Energy Services
”).
(a)
Savings Performance Guarantee
. Provider shall perform the Energy
Services such that the Purchaser receives savings at a minimum as follows for each True
-
Up Period (such amount, the “
Minimum Guaranteed Savings
Amount
”):
True
-
Up
Period
Term
Years
Minimum Guaranteed Savings
Amount
1 1
-
2 $282,02
0 2
3 -
4 $282,02
0 3
5 -
6 $282,02
0 4
7 -
8 $282,02
0 5
9 -
10 $282,02
0 (b)
Lost Savings
. For each True
-
Up Period, if Provider does not provide at
least the Minimum Guaranteed Savings Amount, Provider shall credit Purchaser an amount equal to Purchaser’s Lost Savings on an invoice or invoices within ninety (90) days after the end of such Tru e
-
Up Period
, up to
the Lost Savings Cap
.
Upon Provider’s payment of any Lost Savings,
Provider shall be deemed to have met the Minimum Guaranteed Savings Amount for such True
-
Up Period.
(c)
The Parties acknowledge and agree that Purchaser’s purchase under this Energy Storage
Agreement does not include any right or title to seek any capacity payments that may be attributable to the System, and that all such rights are reserved and retained by Provider, subject to Applicable Law.
(d)
The Parties acknowledge that the actual Base Year Load data is not available at the time of the execution of this
Energy Storage
Agreement.
Purchaser has provided a projection of the Base Year Load data for the Premises (“Projected Base Year Load”). The Projected Base Year Load will be used for the purposes of setting the Minimum Guaranteed Savings
Amount for
the first Term Year.
After completing the initial Term Year, actual
electrical load of the Premises during the first 12 months of operation (“Actual First Term Year Load”) will be used to either continue or change the Minimum Guaranteed
Savings Amount for the remainder of the Initial
Term.
Upon completing the Actual First Term Year Load analysis, Provider will determine if any adjustments need to be made to the terms listed in Section 4.1. Provider has sole discretion to update Section 4.1 and will notify Purchaser of changes
in writing. All adjustments will be retroactive to
the commencement of the first Term Year, and any cure will be calculated on the adjusted amounts as determined by the Actual First Term Year Load.
4.2 The Minimum Guaranteed Savings Amount shall, for each Term Year, be reduced to the extent Provider’s ability or cost to provide the Energy Services are adversely affected by any of the following:
(a)
Any act or omission by Purchaser affects the System in any way that impairs its ability to safely store and discharge energy or Provider’s ability to monitor or control the System.
(b)
Theft, destruction or damage affects the System in any way that impairs its ability to safely store and discharge energy or Provider’s ability to monitor or control the System, except to the extent caused by the manufacturer of the System or Provider.
(c)
A Disruption Period occurs.
(d)
A Purchaser Default, including Provider suspending the Energy Services as a result of a Purchaser Default.
(e)
Purchaser fails to provide access to the Premises or the System as required by Section 7.2(d) of the General Terms and Conditions.
(f)
A Force Majeure Event.
(g)
Purchaser elects to have the Local Electric Utility apply a different tariff to the Premises that has no adverse impact on Provider’s ability to reduce Purchaser’s peak demand from the Local Electric Utility.
(h)
Any material deviation in the Purchaser’s load profile at the Premises from the Base Year Load not resulting from the Energy Services or Provider’s acts or omissions.
On each invoice submitted by Provider to Purchaser, Provider shall, if applicable, include a statement of the amount by which the Minimum Guaranteed Savings Amount will be reduced pursuant to this Section 4.2. If Purchaser does not dispute the amount of s uch
reduction within thirty (30) days after its receipt of such invoice, Purchaser will be deemed to have accepted such reduction.
4.3 The Local Electric Utility Tariff
means the retail tariff pursuant to which the Local
Electric Utility provides electric distribution and interconnection services to Purchaser at the Premises. As of the date below, the Local Electric Utility Tariff applicable to the Premises is as follow
s:
Date
Local Electric Utility Tariff
Effective Date
B
-
20 P
Commercial Operation Date
B
-
20P
Option S
If at any time after the date above, Provider determines that an alternative Local Electric Utility Tariff is more advantageous for Purchaser, Provider may, with Purchaser's consent, change the Local Electric Utility Tariff set forth above to such alternat ive Local Electric
Utility Tariff for the Premises.
If there is a change in the Local Electric Utility Tariff applicable to the Premises that has a material impact on Provider' s ability to provide the Energy Services or evaluate compliance with the performance guarantee in this Schedule 4, then upon writte n notice
from Provider to Purchaser, the Parties shall negotiate in good faith to make the minimum changes to this
Energy Storage
Agreement necessary to preserve to the maximum extent
possible the benefits, burdens and obligations set forth in this Energy
Storage
Agreement
as of the Effective Date; provided, any change in the rates or other costs applicable to the Premises under the Local Electric Utility Tariff will not constitute a change that will cause this Section 4.3 to be applicable. Notwithstanding the fore going, Provider shall continue
to provide the Energy Management Services, and Purchaser shall continue to make the Energy Services Payments, while the Parties negotiate the changes to this Energy
Storage
Agreement contemplated in this Section 4.3.
4.4 Additional Defined Terms
.
“
Actual System Savings
” means the gross aggregate savings that accrues to
Purchaser’s Local Electric Utility bill resulting from the operation of the System, calculated based on Purchaser’s load and the Energy Services metered data, and shall include, but is not limited to, cha
nges in demand charges, energy charges, utility usage taxes, and revenues earned from other grid services programs, calculated based on Purchaser’s actual Local Electric Utility bill compared with the bill that would have been payable
had
the System not been installed.
“
Base Year Load
"
means the electrical load of the Premises during the first 12 months of availability under operating conditions as recorded by the Local Electric Utility meter(s).
“
Billing Period(s)
" means each of the consecutive time periods applicable to Purchaser during which the Local Electric Utility assesses and bills demand charges for the Premises.
“
Local Electric Utility Tariff
" has meaning set forth in Section 4.3 of this Schedule
4. “
Lost Savings
” means the dollar amount Provider will credit to Purchaser in accordance with the terms of this
Energy Storage
Agreement for any True
-
Up Period for
which Minimum Guaranteed Savings Amount exceeds Actual System Savings, calculated as the positive difference between the Minimum Guaranteed Savings Amount and Actual System Savings.
“
Lost Savings Cap
” means, for each True
-
Up Period, an amount equal to
$
282,020
.
“
Off
-
Peak Hours
" means 9:01 pm
-
4:00 pm, Pacific time.
“
Peak Hours
" means 4:01 pm
-
9:00 pm, Pacific time.
4.5 System Size
. To the extent there is a change in System size, Provider shall be required to obtain Purchaser consent to such change. If Purchaser consents to such change in System size, then the Parties agree to amend the Energy Storage
Agreement
accordingly. The Guaranteed Commercial Operation Date and the Guaranteed Construction Start Date shall be extended on a day for day basis for delays in obtaining any such consent and/ or amendment.
4.6 Temporary Power During Outage.
Purchaser shall be responsible for furnishing,
installing, and maintaining any temporary or backup power generation equipment required to support facility operations during any planned or unplanned outages associated with the installation, commissioning,
or maintenance of the System. Provider
shall coordinate outage timing and duration with Purchaser in advance, but shall have no obligation to supply or bear the cost of generators, fuel, or related equipment necessary to
maintain Purchaser’s operations during such periods
.
Notwithstanding the foregoing, to the extent that Provider receives written confirmation from the local taxing authority prior the date that the Energy Storage System is mechanically complete, and such confirmation states that the Energy Storage System wil
l be exempt from property tax for the duration of the Initial Term, P
rovider
will lower the Energy Services Payment commensurate with such exemption.