Exhibit 10.9(c)
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AMENDMENT NO. 2
TO THE
POWER PURCHASE CONTRACT
BETWEEN
SOUTHERN CALIFORNIA EDISON COMPANY
AND
ZOND WIND SYSTEM PARTNERS, LTD. SERIES 85-B
MONOLITH II
QFID NO. 6044
AMENDMENT NO. 2 TO THE
POWER PURCHASE CONTRACT BETWEEN
SOUTHERN CALIFORNIA EDISON COMPANY AND
ZOND WIND SYSTEM PARTNERS, LTD. SERIES 85-B
1. PARTIES: This Amendment No. 2 to the Power Purchase Contract between
Zond Wind System Partners, Ltd. Series 85-B and Southern California
Edison Company ("Contract") is entered into by Zond Wind System
Partners, Ltd. Series 85-B ("Seller"), a California limited partnership,
and Southern California Edison Company ("Edison"), a California
corporation, individually "Party," collectively "Parties."
2. RECITALS: This Amendment No. 2 to the Contract is made with reference to
the following facts, among other:
2.1 The Contract was executed between Zond Systems, Inc. and Edison
as of the 22nd day of June, 1984.
2.2 The Contract was assigned to Seller as of the 9th day of
September, 1985.
2.3 Seller wishes to correct the location of the Generating Facility
as shown in the Contract. The Project, which started Firm
Operation in December 1985, has always been located at the
corrected location. Documentation received as early as July 12,
1985, refers to the Project being located as corrected. It
appears a typographical error has resulted in the location of
the Project being misstated.
2.4 The Parties wish to define Nameplate Rating within the body of
the Contract.
2.5 Edison wishes to limit the size of Seller's Generating Facility
on a Nameplate Rating basis and provide that Edison will not pay
for Energy and capacity which is produced by any portion of the
Generating Facility which is in excess of the Nameplate Rating.
2.6 The Parties wish to amend the Contract to reflect intentions
referenced in this Section 2. The changes agreed to by amendment
are set forth herein.
3. AGREEMENT: The Parties agree to amend the Contract as follows:
3.1 Section 1.1 is amended to change the address to which all
notices should be mailed and shall now read as follows:
"1.1 All notices shall be sent to Seller at the following
address:
Zond Wind System Partners, Ltd.
Series 85-B
P.O. Box 1910
Tehachapi, CA 93561"
3.2 Section 1.2.b is amended to correct the location as shown and
shall now read as follows:
"1.2.b LOCATION: Sections 33 and 34, T32S, R34E, MDBM."
3.3 Section 2 is amended to add new Section 2.21.1 which shall read
as follows:
"2.21.1 Nameplate Rating: The manufacturer's nameplate rating of
a wind turbine generator, under specified conditions as
designated by the manufacturer. It is usually indicated
on a nameplate attached
mechanically to the individual wind turbine generator or
can be verified by published documents issued by the
manufacturer."
3.4 Section 4 is amended to add a new Section 4.2.5 which shall read
as follows:
"4.2.5 Seller shall not install Generating Facilities with
Nameplate Ratings, which in the aggregate, exceed the
Nameplate Rating as listed in Section 1.2a."
3.5 Section 9 is amended to add a new Section 9.6 which shall read
as follows:
"9.6 If the installed Nameplate Rating of the Generating
Facility is greater than the Nameplate Rating identified
in Section 1.2.a, Edison shall calculate the kWh's for
which it will pay Seller for Energy and capacity by time
of use periods as follows:
Nameplate Rating as listed
in Section 1.2.a kWh's by time
--------------------------- x of use period"
Installed Nameplate Rating
4. OTHER CONTRACT TERMS AND CONDITIONS: Except as expressly amended by this
Amendment No. 2, the terms and conditions of the Contract shall remain
in full force and effect.
5. EFFECTIVE DATE: This Amendment No. 2 shall become effective when it has
been duly executed by the Parties.
6. SIGNATURE CLAUSE: The signatories hereto represent that they have been
appropriately authorized to enter into this Amendment No. 2 to the
Contract on
behalf of the Party for whom they sign. This Amendment No. 2 to the
Contract is hereby executed as of this 13th day of September, 1989.
SOUTHERN CALIFORNIA EDISON COMPANY
By: /s/ Robert Dietch
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Name: ROBERT DIETCH
Title: Vice President
ZOND WIND SYSTEM PARTNERS, LTD.
SERIES 85-B
By its authorized General Partner:
ZOND WIND SYSTEMS MANAGEMENT
CORP1RATION III, a California
Corporation
By: /s/ Kenneth C. Karas
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Name: KENNETH C. KARAS
Title: President