Attachment C
Amendment No. 2 to the Renewable Power Purchase and
Sale Agreement with AM Wind Repower LLC
AMENDMENT No. 2 TO
RENEWABLE POWER PURCHASE AGREEMENT
(AM WIND REPOWER LLC)
This is an amendment ("Amendment No. 2") to that certain Power Purchase Agreement, as amended from time to time, (the "PPA") made by and between the City of Victorville, a municipal corporation and Charter City organized and existing under the laws of the State of California ("Buyer") and AM Wind Repower LLC, a Delaware limited liability company ("Seller"), dated June 24, 2020, and amended effective July 18, 2023 ("Amendment No. 1"). The PPA and Amendment No.1 are collectively referred to herein as the "PPA.". Capitalized terms used in this Amendment No.2, unless defined herein, are intended to have the definition ascribed to them in the PPA. This Amendment No. 2 is entered into as of October 3, 2024 (the "Effective Date").
RECITALS
WHEREAS, Industry Public Utilities, a public agency organized and existing under the laws of he State of California, and the City of Corona, a municipal corporation organized and existing under th aws of the State of California, (collectively "Other Buyers") and Buyer jointly negotiated with Seller an entered into separate but substantially identical power purchase agreements with Seller the latest of which is dated June 24, 2020.
WHEREAS, Buyer and Seller desire to make changes to the PPA in order to extend the COD Termination Deadline.
NOW THEREFORE, in consideration of the mutual covenants, conditions and terms recited herein and made a material part hereof, the parties agree as follows:
1. AdditionaL Extension of Commercial Operation Date.
(a) Section 2.3(c)(iii)(B) is amended by deleting it in its entirety and replacing it to read as follows:
"(B) If the Interconnection Facilities are not expected to be complete and ready for the Facility to connect and sell Product at the Delivery Point by June 30, 2024 despite the exercise of diligent and commercially reasonably efforts by Seller, Seller may periodically extend the COD Termination Deadline by up to 335 days by providing advance written notice to Buyer."
(b) Section 2.3(c)(iii) is amended by adding the following:
"(C) If the COD Termination Deadline is extended pursuant to 2.3(c)(iii)(B) and Commercial Operation is not expected to be achieved by May 31, 2025 despite the exercise of diligent and commercially reasonably efforts by Seller, Seller may periodically request further extensions to the COD Termination Deadline by providing advance written notice of the request to Buyer." (c) Section 2.3(v) is amended by adding the following:
"(F) If the COD Termination Deadline is extended pursuant to 2.3(c)(iii)(B) and Commercial Operation is not achieved by May 31, 2025, Seller shall pay to Buyer a one-time payment equal to the total amount of Buyer Additional COD Extension Delay Damages owed for the period starting December 28, 2024 until the COD AMENDMENT No. 2 to AM WIND REPOWER PPA Page 1 of 3
Termination Deadline as extended pursuant to 2.3(c)(iii)(B), provided that nothing herein shall limit the right of Seller to request further extensions to the COD Termination Deadline pursuant to 2.3(c)(iii)(C).
(G) If the COD Termination Deadline is extended pursuant to 2.3(c)(iii)(C), Seller shall pay Buyer Additional COD Extension Delay Damages of $6,111.12 for each day after May 31, 2025 until the earlier to occur of (i) the date that Commercial Operation is achieved, or (ii) the extended COD Termination Deadline. Buyer shall issue an invoice to Seller prior to the 10th calendar day of each month for such Additional COD Extension Delay Damages owed to Buyer by Seller, and Seller shall pay Buyer for such Additional COD Extension Delay Damages within thirty (30) days after receipt of such invoice."
2. Merger Clause. This Amendment constitutes the entire agreement between Buyer and Seller concerning the subject matter hereof, and supersedes all previous communications, representations, or contracts, either written or oral, including the Termination Date Extension Letter, that purport to describe or embody the subject matter hereof. There are no oral understandings, terms, or conditions and neither Buyer nor Seller has relied upon any representation, express or implied, not contained in this Amendment.
3. Ratification of Agreement. The terms and conditions of the PPA, including all exhibits and attachments, are ratified in their entirety except to the extent inconsistent with the terms and provisions of this Amendment. In the event of such inconsistency, this Amendment shall control.
IN WITNESS WHEREOF, the parties have executed this Amendment No.2 effective as of the date written above.
(signatures follow on next page)
AMENDMENT No. 2 to AM WIND REPOWER PPA Page 2 of 3
AM WIND REPOWER, LLC, Delaware limited liability company:
By:
Name: Thomas Deedy Title:
Chief Operating Officer
City of Victorville, a California Municipal Corporation and Charter City By:
Name: Debra Jones
Title: Mayor
ATTEST
By: _
Name: Jennifer Thompson
Title: City Clerk
APPROVED AS TO FORM
By: _
Name: Andre de Bortnowsky
Title: City Attorney
CITY OF VICTORVILLE RISK MANAGEMENT
By: _
Name: Sandra Bostrick
Title: Risk Manager
AMENDMENT No. 2 to AM WIND REPOWER PPA Page 3 of 3