CONFIDENTIAL TREATMENT REQUESTED
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CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
Amendment No. 3 to Turnkey Engineering, Procurement
and Construction Agreement
This Amendment No. 3 to Turnkey Engineering, Procurement and Construction Agreement for Solar Photovoltaic Generating Facility (this " Amendment "), is made
and entered into as of this 26th day of March 2009, by and among Florida Power and Light Company (" FPL ") and SunPower Corporation, Systems ("
Contractor ", together with FPL, the " Parties ", individually, a " Party ").
W I T N E S S E T H:
WHEREAS, the Parties entered into that certain Turnkey Engineering, Procurement and Construction Agreement for Solar Photovoltaic Generating Facility, dated as of July 3, 2008 (as amended by Amendment 1 to Turnkey Engineering,
Procurement and Construction Agreement for Solar Photovoltaic Generating Facility, dated as of October 7, 2008 and Amendment 2 to Turnkey Engineering, Procurement and Construction Agreement for Solar Photovoltaic Generating Facility, dated as of
November 25, 2008 the " Agreement "); and
WHEREAS, the Parties have agreed to amend the Agreement as set forth in this Amendment; and
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and in the Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties
do hereby agree as follows:
1. Section 1.1.71 shall be amended by deleting the same in its entirety and inserting the following in lieu thereof: "1.1.71 "Guaranteed Provisional Acceptance
Date" means ***, the date which Contractor guarantees that the Project shall achieve Provisional Acceptance, as such date may be extended in accordance with the terms hereof."
2. The Agreement shall be amended by deleting Section 7.4.3 of Appendix A Scope of Work in its entirety and inserting the following in lieu thereof: "***
3. The Agreement shall be amended by deleting "Appendix C" of the Agreement in its entirety and inserting "Appendix C" to this Amendment in lieu
thereof.
4. The Agreement shall be amended by deleting "Appendix N" of the Agreement in its entirety and inserting "Appendix N" to this Amendment in lieu
thereof.
5. This Amendment is executed in connection with, and is deemed to be a part of, the Agreement. Upon the execution of this Amendment, this Amendment shall thereafter automatically
become a part of the Agreement. Wherever the terms of this Amendment and the terms of the Agreement are in conflict, the terms of this Amendment shall govern and control. Capitalized terms used herein, unless otherwise defined in this Amendment,
shall have the meanings ascribed to them in the Agreement.
*** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
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