Amendment to Turnkey, Engineering, Procurement and Construction Agreement
EXHIBIT 10.57
Amendment to Turnkey,
Engineering, Procurement
This Amendment to Turnkey, Engineering,
Procurement and Construction Agreement for Solar Photovoltaic Generating
Facility (this “Amendment”), is made
and entered into as of this
7
day of October 2008, by and among Florida Power 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 into that certain
Turnkey, Engineering, Procurement and Construction Agreement for Solar
Photovoltaic Generating Facility, dated as of July 3, 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 is
hereby acknowledged, the Parties do hereby agree as follows:
1. The
Agreement shall be amended by deleting “Appendix Z” and “Appendix Z-1” of the
Agreement in its entirety and inserting “Appendix Z” and “Appendix Z-1” to this
Amendment in lieu thereof.
2. This
Amendment is executed in connection with, and is deemed to be a part of, the
Agreement. Upon 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.
3. The
execution, delivery, and performance of this Amendment has been duly authorized
by all requisite corporation action and this Amendment constitutes the legal,
valid and binding obligations of FPL and Contractor, enforceable against each
Party in accordance with its terms.
4. If any
one or more of the provisions of this Amendment should be ruled illegal, wholly
or partly invalid or unenforceable by a court or other government body of
competent jurisdiction under present or future laws, then: (i) the
validity and enforceability of all provisions of this Amendment not ruled to be
invalid or unenforceable shall be unaffected and remain in full force and
effect; (ii) the effect of the ruling shall be limited to the jurisdiction of
the court or other government body making the ruling; (iii) the provision(s)
held illegal, wholly or partly invalid or unenforceable shall be deemed amended,
and the court or other government body is authorized to reform the provision(s),
to the minimum extent necessary to render them valid and enforceable in
conformity with the Parties’ intent manifested herein.
5. The
Parties acknowledge and agree that this Amendment may be executed in multiple
counterparts, and transmitted via telecopy, each such counterpart (whether
transmitted via telecopy or otherwise), when executed, shall constitute an
integral part of one and the same agreement between the Parties.
6. Except as
expressly modified by this Amendment, all of the terms, conditions, covenants,
agreements and understandings contained in the Agreement shall remain unchanged
and in full force and effect, and the same are hereby expressly ratified and
confirmed by the Parties.
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IN WITNESS WHEREOF, the Parties have
affixed their signatures, effective on the date first written
above.
Florida
Power & Light Company
By: /s/ Xxxxxxx
Xxxxxx
Name: Xxxxxxx
Xxxxxx
Title: VP,
E&C
SunPower
Corporation, Systems
By: /s/ Xxxxxx
Xxxxxx
Name: Xxxxxx
Xxxxxx
Title: EVP
[Signature
Page to Amendment to Agreement]
