EX-10.2 6 ex102c.htm EXHIBIT C TO EXHIBIT 10.2


Exhibit C.1


Contract Price Specification



Equipment

Quantity

Unit Price

Total

 

 

 

 

Vestas V82, 1,65 MW, 60 Hz (IEC Class II) Wind Turbine

18

$1,130,945

and €946,200

$20,357,005
and €17,031,600

Including:

 

 

 

Delivery to the Delivery Point

 

 

 

Tower, 80 meter hub height, IEC II, 4 sections

 

 

 

Advanced Grid (LVRT) option

 

 

 

Low temperature package

 

 

 

Power factor correction

 

 

 

Packing of Turbine Nacelles, Blade Sets and Towers at the factory

 

 

 

Import duties

 

 

 

Commissioning of Wind Turbines

 

 

 

Technical Advisors in accordance with the Agreement

 

 

 

Customer Training

 

 

 

Vestas Online Business SCADA

 

 

 

 

 

 

 

Total Price:

 

 

$20,357,005
and €17,031,600



Component of Contract Price

Amount

Exchange Rate

($ per €)

Post-Hedging Amount

US Dollar Component

$20,357,005

1.27

 

Adjustable Portion

€17,031,600

 

 

 

Total Contract Price:

 



Exhibit C.2


Payment Schedule




Payment

Percentage

Down Payment

25%

Shipping Payment (pro rata per Component)

55%

Delivery Payment (pro rata per Component)

5%

Wind Turbine Commissioning Completion (pro rata per Wind Turbine)

5%

Final Completion

10% and any and all other amounts payable pursuant to Section 4.2.5

Completion of Punch List Items

150% of the value of the relevant Punch List Item




Exhibit C.3


Form of Application for Payment


 

DATE:



1.

Capitalized terms used, but not otherwise defined, herein have the meanings set forth in that certain Wind Turbine Supply Agreement dated as of September 29, 2006 (the “Agreement”), by and between Vestas-American Wind Technology, Inc., a California corporation (“Supplier”), and Madison Gas and Electric Company, a Wisconsin corporation (“Buyer”).

2.

Pursuant to Section 4.5 of the Agreement, Supplier hereby submits this Application for Payment with respect to the achievement or deemed achievement of the following Supplier Milestone(s) along with documentation related to such Supplier Milestone(s) (Check all that apply):

 

Payment Event

Amount Due

A.

____

Wind Turbines Shipped:

_______ Blades have been shipped

_______ Turbine Nacelles have been shipped

_______ Hubs have been shipped

1.

List of serial numbers (or other form of identification) attached.

2.

Copies of Shipping Certificates or bills of lading or other evidence of shipment attached.

$____________

B.

____

Tower Sections Shipped:

_____

Tower sections have been shipped

1.

List of Tower section serial numbers (or other form of identification) attached.

2.

Copies of Shipping Certificates or bills of lading or other evidence of shipment attached.

$____________

C.

____

Wind Turbine Delivery:

_______ Blades have been delivered to the Delivery Point

_______ Turbine Nacelles have been delivered to the Delivery Point

_______ Hubs have been delivered to the Delivery Point

1.

Identification of equipment delivered attached.

2.

Applicable Delivery Certificate or Delayed Delivery Certificate executed by Supplier and countersigned (or deemed countersigned) by Buyer attached.

$____________

D.

_____

Tower Section Delivery:

_______ Tower sections have been delivered to the Delivery Point

1.

Identification of equipment delivered attached.

2.

Applicable Delivery Certificate or Delayed Delivery Certificate executed by Supplier and countersigned (or deemed countersigned) by Buyer attached.

$____________

E.

_____

Commissioning Completion:

_____

Wind Turbines have achieved Commissioning Completion

1.

Identification of Wind Turbines that achieved Commissioning Completion attached.

2.

Applicable Commissioning Completion Certificate or Delayed Commissioning Completion Certificate executed by Supplier and countersigned (or deemed countersigned) by Buyer attached.

$____________

F.

Final Completion:

_____ Final Completion has been achieved

_____ The Final Completion payment with respect to ___ Wind Turbines is payable pursuant to Section 4.2.5.

1.

Final Completion Certificate or Delayed Final Completion Certificate executed by Supplier and countersigned (or deemed countersigned) by Buyer attached.

$____________

 

G.

_____

Punch List Holdback Amount:

_____ Supplier has completed the following Punch List item:

[___________] [i.e. specify the Punch List item completed]

$____________

H.

_____

CHANGE ORDERS (check all that apply):

____  Supplier has performed such portion of the Equipment Supply Obligations described in Change Order No. [____] as [_____________] [i.e. specify the payment event]

1.

Documentation identified in the Change Order reflecting completion of the relevant Equipment Supply Obligations attached.  

$____________

I.

____

Other Payment Events:

A payment event other than those listed above has occurred and is described in the attached.  

$____________

 

Total Payment:

$____________


3.

____ (check if applicable) Attached is a Vestas-American standard invoice for amounts due (provided that any terms for payment set forth therein shall be superceded by the terms and conditions of the Agreement).

4.

Payments to Supplier shall be wire transferred in accordance with the following instructions:

Wachovia Bank

Charlotte, NC

ABA No.:  053000219

Account No. 2000022-984115

Account Name:  Vestas-American Wind Technology, Inc.


5.

The person signing immediately below is authorized to submit this form for and on behalf of Supplier.

Vestas-American Wind Technology, Inc.



By:

Name:

Title:

 



Exhibit C.4


Supplier’s Account Information

 


Payments in United States Dollars to be made by wire transfer to the following account:

Wachovia Bank

Charlotte, NC

ABA No.:  053000219

Account No.: 2000022-984115

Account Name:  Vestas American Wind Technology, Inc.


And e-mail wire details to: ar@vestas-awt.com