SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size 3/03/08 Sunpower Corp 10-K 12/30/07 19:8.9M |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 2.03M 2: EX-10.20 Amended and Restated Employment Agreement, HTML 60K Effective January 11, 2007 3: EX-10.24 Second Amendment to Lease, Dated December 18, 2007 HTML 108K 4: EX-10.25 Pv Risk Reduction Agreement, Dated December 18, HTML 29K 2007 5: EX-10.37 Ingot/Wafer Agreement, Dated December 3, 2007 HTML 157K 6: EX-10.49 Turnkey Construction Contract With Solargen, Dated HTML 560K December 28, 2007 7: EX-10.51 Turnkey Construction Contract With Sedwick, Dated HTML 462K October 10, 2007 8: EX-10.53 Turnkey Construction Contract With Almuradiel, HTML 529K Dated November 6, 2007 9: EX-10.54 Turnkey Construction Contract With Moralas, Dated HTML 543K November 6, 2007 10: EX-10.55 Turnkey Construction Contract With Naturener, HTML 537K Dated November 6, 2007 11: EX-10.56 Amendment to Turnkey Construction Contract, Dated HTML 18K November 21, 2007 12: EX-10.57 Amendment to Turnkey Construction Contract With HTML 36K Almuradiel, Dated November 29, 2007 13: EX-10.58 Amendment to Turnkey Construction Contract With HTML 37K Moralas, Dated November 29, 2007 14: EX-10.59 Amendment to Turnkey Construction Contract With HTML 48K Naturener, Dated November 29, 2007 15: EX-21.1 List of Subsidiaries HTML 25K 16: EX-23.1 Consent of Independent Registered Public HTML 11K Accounting Firm 17: EX-31.1 Certification by Chief Executive Officer Pursuant HTML 17K to Rule 13A-14(A)/15D-14(A) 18: EX-31.2 Certification by Chief Financial Officer Pursuant HTML 17K to Rule 13A-14(A)/15D-14(A) 19: EX-32.1 Certification Furnished Pursuant to 18 U.S.C. HTML 13K Section 1350
(1)
|
SUNPOWER ENERGY SYSTEMS SPAIN,
S.L. (hereinafter, the “Contractor”), with a
registered office in Madrid, at calle Pradillo nº
5.
|
(2)
|
MORALAS RENOVABLES, S.L.
(hereinafter, the “Owner”), with a
registered office at calle Núñez de Balboa, 120, 7º, 28006, Madrid and
having Tax Identification Code (CIF) number
B-79136636.
|
|
I.
|
That
on November 6, 2007, Contractor and Owner entered into a turnkey
construction contract for the construction of a solar park in Manzanares,
consisting of 50 Solar Facilities of 100kW each, which was amended by
virtue of another agreement entered into among others, by Contractor and
Owner on November 21, 2007 (hereinafter, jointly, the “Construction
Contract”).
|
|
(i)
|
The
Owner’s undertaking to provide Contractor with the definitive geotechnical
report about the Site, so that Contractor confirms the modifications in
the Scope of Work and/or the Contract Price that may arise from the terms
of said geotechnical report;
|
|
(ii)
|
A
reference stating that the prices of the perimeter fences and the
monitoring system (Scada) of the tracker hubs were not included in the
Contract Price and therefore, the inclusion thereof in the Scope of Work
shall be conditioned upon Contractor’s delivery to Owner of an offer to
perform such works and the issuance of a Change Order agreeing to a new
Contract Price including such
items.
|
|
(iii)
|
The
need of reviewing the Technical Specifications attached as Annex 2 to the
Construction Contract by
Contractor.
|
|
III.
|
That
Owner has provided Contractor with the geotechnical report established in
paragraph (i) of Recital II above and the Technical Specifications, and
that the Parties have reached an agreement on the price of the perimeter
fences and the monitoring system (Scada) of the tracker
hubs.
|
*** CONFIDENTIAL MATERIAL REDACTED AND
SEPARATELY FILED WITH THE COMMISSION***
|
1
|
|
IV.
|
That
in order to formalize the agreement reached by the Parties on the issues
mentioned in Recitals II and III above, the Parties have decided to enter
into this Contract which shall be ruled by the
following
|
(1)
|
Geotechnical
report: Contractor hereby acknowledges to have received the Site’s
definitive geotechnical report and to agree with it, and consequently, as
of this date, all the representations made in Section 3(4) of the
Construction Contract regarding the Site, are enforceable, being those
representations hereby granted by Contractor for the benefit of Owner.
Likewise, Contractor declares that the Site’s conditions do not require to
carry out any increase in the Contract
Price.
|
(2)
|
Perimeter fences and
monitoring system: The Parties undertake to increase the Contract
Price in *** Euro, which include the price requested by Contractor in
order to carry out the perimeter fences (*** Euro) and the monitoring
system (Scada) of the tracker hubs (***
Euro).
|
(4)
|
As
a consequence of the above, the Parties agree to amend the following terms
of the Construction Contract:
|
|
(ii)
|
The
amount established in Section 4.2(i) of the Construction Contract, shall
be understood to be replaced by ***.
|
(iii)
|
The
amount established in Section 4.2(ii) of the Construction Contract, shall
be understood to be replaced by ***.
|
*** CONFIDENTIAL MATERIAL REDACTED AND
SEPARATELY FILED WITH THE COMMISSION***
|
2
|
(5)
|
Lastly,
the Parties state that they incurred in a mistake defining the Guarantee
Period and the Production Guarantee Period in the Construction Contract,
as a consequence, they agree on replacing them by the following
definitions:
|
(1)
|
This
Contract and all issues that may arise between the Parties in relation
hereto or in connection herewith shall be exclusively governed by
generally applicable Spanish legislation (Ley española común), to
which Contractor and Owner expressly
submit.
|
(2)
|
The
Parties agree that any litigation, dispute, issue or claim resulting from
the performance or interpretation of this Contract, or directly or
indirectly related hereto, shall be definitively resolved by arbitration
at law before the Civil and Commercial Court of Arbitration (Corte Civil y Mercantil de
Arbitraje) (CIMA) of Madrid in
accordance with the Procedural Regulations (Reglamento de
Procedimiento) thereof.
|
(3)
|
The
Arbitral Tribunal shall be composed of three (3) arbitrators appointed
from CIMA’s list of arbitrators: one by Contractor and the other by Owner,
and the two arbitrators so appointed shall appoint the third one, who
shall act as chairman of the arbitral tribunal. Should the two first
arbitrators fail to reach an agreement on the appointment of the third
arbitrator within ten (10) Business Days following the date of acceptance
of office by the second arbitrator, such arbitrator shall be appointed by
CIMA.
|
(4)
|
The
arbitration shall be conducted, and the award shall be rendered, in Madrid
(Spain) and in the Spanish
language.
|
*** CONFIDENTIAL MATERIAL REDACTED AND
SEPARATELY FILED WITH THE COMMISSION***
|
3
|
(5)
|
The
Parties therefore expressly waive any other jurisdiction to which they may
be entitled under Law, and commit to abide by and submit to the
arbitration award that may be
rendered.
|
(6)
|
The
Parties expressly waive any other jurisdiction that may apply and submit
to the jurisdiction of the Courts and Tribunals of the city of Madrid for
any litigation, dispute or claim that by mandate of law may not be
resolved by, or submitted to, the arbitration provided under this Clause
or, if applicable, for the formalization of the arbitration or the
enforcement of the arbitral award.
|
____________________________
|
__________________________
|
MORALAS
RENOVABLES, S.L.U.
|
SUNPOWER
ENERGY SYSTEMS SPAIN, S.L.
|
Signed:
Mr. Juan Carlos Sirviente
Rodrigo
|
Signed:
Mr. Marco Antonio Northland
|
*** CONFIDENTIAL MATERIAL REDACTED AND
SEPARATELY FILED WITH THE COMMISSION***
|
4
|
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 3/3/08 | |||
For Period End: | 12/30/07 | NT 10-K | ||
11/21/07 | 4 | |||
11/6/07 | 8-K | |||
List all Filings |