AM
ENDMENT NO. 1 FOR ENERGY SERVICES AGREEMENT – SOLAR
FRESNO YOSEMITE INTERNATIONAL AIRPORT
Date:
Reference:
Premises:
Purchaser:
Provider:
Definitions:
Background:
May ____, 2026
Reference is hereb y made to the followin g agreement
(Agreement):
Energy Services Agreement – Solar (Fresno Yosemite
International Airport ), dated August 1, 2021, between
FFP BTM Solar, LLC (Provider) and City of Fresno
(Purchaser).
5175 E. Clinton Way, Fresno, CA 93727; APN:
494-071-78T
City of Fresno, a California Municipal Corporation
FFP BTM Solar, LLC, a Delaware limited liability company Capitalized terms not otherwise defined herein shall have the meaning ascribed to such term in the Solar
Agreement.
On August 1, 2021, the Parties entered into an Energy
Services Agreement - Solar, Fresno Yosemite
International Airport, for the installation and operation of a solar photovoltaic system at the Premises for the purpose of providing Energy Services (Agreement).
Council authorized the Director 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 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 Agreement, the Project
schedule has been impacted by interconnection and
related utility coordination activities, including required sys
tem upgrades and associated timing
considerations. As contemplated under the
Agreement, certain development and construction
milestones are subject to adjustment due to factors
outside of Provider’s reasonable control.
So
lar System Size/
Est
imated Annual
Production/Early
Termination Fee:
P
ursuant to Schedule 1 and Schedule 4 of the
Agreement, the Solar System Size set forth in
Schedule 1 is an estimate of approximately how many
kW DC are expected to be generated by such System,
and the Estimated Annual Production set forth in
Schedule 2 of the Agreement is an estimate of
approximately how many kWh are expected to be
generated annually by such System.
The Solar System Size and Estimated Annual
Production were calculated on the Effective Date.
Under the Agreement, the Solar System Size and
Estimated Annual Production are subject to change
prior to or about the Commercial Operation Date based
on the actual System size 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 Agreement, Provider has calculated
updated system sizes, production estimates, and early
termination fees for the System based on the final
designs of the System and desires to amend the
Agreement to reflect the final system size, production
estimates, and early termination fees.
Therefore, the Solar System Size referenced in
Schedule 1 shall be replaced in part, Schedule 2
replaced in part, and the Early Termination Fee set
forth in Schedule 3 and the Estimated Annual
Production Table set forth in Schedule 4 shall be
replaced in their entirety with the tables set forth in Exh
ibit A a
ttached herein, to reflect the Final System
Size, Energy Services Payment, Early Termination
Fee, and updated Estimated Annual Production.
Mile
stone Dates: Th
e Parties desire to update the milestone dates to
reflect the current Project schedule and anticipated
prog
ression of remaining work. Section 5.1 and 5.2
shall be replaced in their entirety with the milestones set forth in Exhibit
A.
[sign
ature 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 compa
ny
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
Exhi
bit A
Am
ended Schedules for the Updated Solar System Size and Estimated Annual Produ
ction
For the
System located at: 5175 E. Clinton Way, Fresno, CA 93727; APN:
494-071-78T
5. M
ilestone Dates.
5.1 The Guara
nteed 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.
Schedule 1:
Solar System Size (kW DC) 2550.60 kW DC
Sch
edule 2—Energy Services Payment:
PPA Rate Table
Term
Year
k
Wh Rate
(
$/kWh)
T
erm
Year
k
Wh Rate
(
$/kWh)
1 $
0.2107 1
1 $
0.2107
2 $
0.2107 1
2 $
0.2107
3 $
0.2107 1
3 $
0.2107
4 $
0.2107 1
4 $
0.2107
5 $
0.2107 1
5 $
0.2107
6 $
0.2107 1
6 $
0.2107
7 $
0.2107 1
7 $
0.2107
8 $
0.2107 1
8 $
0.2107
9 $
0.2107 1
9 $
0.2107
1 0 $
0.2107 2
0 $
0.2107
Fo
r the avoidance of doubt, the change in kWh Rate referenced in this Amendment shall not be included in the maximum total increase to the kWh Rate set forth in Schedule 2 of the Special Conditions.
Notwithstanding the foregoing, to the extent that Provider receives written confirmation from the local taxing authority prior the date that the System is mechanically complete, and such confirmation states that the System will be exempt from property tax for the duration of the Initial Term, Provider will lower the Energy Services Payment commensurate with such exemption.
Sch
edule 3 – Early Termination Fee:
Earl
y
Termination
Occurs in
Year
Column 1a
Early Termination Fee where
Purchaser does not take Title
to
the System ($/Wdc including
costs of removal)
Column 1b
Expected Termination Fee
based on System
Size**/***
1* $6.
62 $16,876,408
2 $6.
13 $15,645,901
3 $5.
58 $14,229,099
4 $5.
11 $13,022,784
5 $4.
68 $11,934,915
6 $4.
67 $11,900,630
7 $4.
65 $11,866,442
8 $4.
64 $11,832,353
9 $4.
63 $11,798,362
10 $4.
61 $11,764,469
11 $4.
60 $11,730,673
12 $4.
59 $11,696,974
13 $4.
57 $11,663,371
14 $4.
56 $11,629,866
15 $4.
55 $11,596,456
16 $4.
53 $11,563,143
17 $4.
52 $11,529,925
18 $4.
51 $11,496,803
19 $4.
49 $11,463,776
20 $4.
48 $11,430,843
Pu
rchase Date
Occurs on the 91st
day
following:
(Each “Anniversary”
below shall refer to
the anniversary of the
Commercial
Operation Date)
Column 2a
Early Termination Fee
where Purchaser takes
Title to the System
($/Wdc, does not include
cos
ts of removal)
Column 2b
Expected
Termination Fee
based on System
Size** /
--
--
--
--
--
5th A
nniversary $4.
17 $10,625,330
6th A
nniversary $4.
15 $10,591,154
7th A
nniversary $4.
14 $10,557,089
8th A
nniversary $4.
13 $10,523,133
9th A
nniversary $4.
11 $10,489,286
10t
h Anni
versary $4.
10 $10,455,548
11t
h Anni
versary $4.
09 $10,421,919
12t
h Anni
versary $4.
07 $10,388,397
13t
h Anni
versary $4.
06 $10,354,984
14t
h Anni
versary $4.
05 $10,321,678
15t
h Anni
versary $4.
03 $10,288,479
16t
h Anni
versary $4.
02 $10,255,387
17t
h Anni
versary $4.
01 $10,222,402
18t
h Anni
versary $3.
99 $10,189,522
19t
h Anni
versary $3.
98 $10,156,748
Sch
edule 4 – Estimated Annual Production:
Year of
System
Term
Estimated
Production
(kWh)
Year of
System
Term
Estimated
Production
(kWh)
1 3
,994,240 11 3,798,962
2 3
,974,268 12 3,779,967
3 3
,954,397 13 3,761,067
4 3
,934,625 14 3,742,262
5 3
,914,952 15 3,723,550
6 3
,895,377 16 3,704,933
7 3
,875,900 17 3,686,408
8 3
,856,521 18 3,667,976
9 3
,837,238 19 3,649,636
1 0 3,818,052 20 3,631,388