99214- AMENDMENT NO. 3 (COURTS COMPLEX).DOCX

AMENDMENT NO. 3 TO
MASTER CHILLED WATER SERVICE AGREEMENT
This Amendment No. 3 to the Master Chilled Water Service Agreement ("Amendment No.3") is
dated as of 2016 (the "Amendment No. 3 Execution Date") by and between NRG ENERGY
CENTER PHOENIX LLC (as purchaser and successor in interest of NORTHWIND PHOENIX, LLC), a
Delaware Limited Liability Company, ("Supplier") and Maricopa County, a political subdivision of the
State of Arizona, by and through its Facilities Management Department, and its successors and assigns,
("Customer") (all undefined capitalized terms used in this Amendment No. 3 shall have the meanings
ascribed to those terms in Appendix A attached to the Master Chilled Water Service Agreement, as
referenced below).
RECITALS
WHEREAS, Supplier and Customer are parties to a Master Chilled Water Service Agreement
dated June 21, 2000 (as amended, the "Agreement"), pursuant to which Supplier provides chilled water
service to various of Customer's locations, including the Premises (as described below);
WHEREAS, the parties desire to increase the Contract Capacity for the Premises and to modify
certain terms and conditions of the Agreement as set forth in this Amendment No. 3.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Supplier and Customer agree as follows:
1. Chilled Water Service.
The Premises. For the purposes of this Amendment No.3, references to the "Premises" shall
mean the Maricopa County Central Courts (a/k/a the Courts Complex), 111 S. 3rd Avenue
Phoenix, Arizona.
1.2. The Equipment. Supplier shall install the equipment described in Attachment 1 to this
Amendment No. 3 (the "Equipment") inside the Premises' central plant at a location to be
mutually agreed upon by the parties, and connect it to Supplier's chilled water loop. Supplier
shall install and connect the Equipment generally in accordance with the timetable set forth in
Attachment 1, subject to Force Majeure. Customer shall provide Supplier with all access,
approvals and cooperation necessary for Supplier to install and connect the Equipment as set
forth herein.
1.3. Contract Capacity. Beginning on the first Business Day after Supplier completes the
installation and connection of the Equipment as provided in Section 1.2, the Contract Capacity
for the Premises shall increase from the existing 1100 Tons to a total of 2400 Tons, i.e., an
increase of 1300 Tons over the existing 1100 Tons.
1.4. Adjustment in Contract Capacity.
1.4.1 One-time Increase. Customer may request a one-time increase of up to three hundred
seventy five (375) Tons in the Contract Capacity for the Premises by so notifying Supplier in
writing on or before the expiration of five (5) years following the Amendment No. 3
Execution Date. If Customer provides such notice, the Contract Capacity shall be so
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increased as soon as commercially practicable thereafter and upon such increase, Customer's
monthly Contract Capacity Charge (as stated in Section 2.3.1) for chilled water service to the
Premises shall increase by an amount equal to the then current monthly Contract Capacity
Charge charged by Supplier to Customer, divided by 2400 Tons, multiplied by the added
Contract Capacity in Tons. An exceedance in Customer's demand under Section 1.4.2 during
such five (5) year period shall be treated as Customer's exercise of its right to increase its
Contract Capacity under this Section 1.4, unless Customer initiates the process called for
under Section 1.4.2. Contract Capacity for the Premises served under this Amendment No. 3
shall not be subject to reduction.
1.4.2 Contingency Plan. If Customer's demand exceeds the Contract Capacity established
in Section 1.3 (as adjusted by Section 1.4.1) in three (3) different consecutive months, as
described in Section 1 of the Agreement, such occurrence shall be addressed by the parties in
accordance with the provisions of the Contingency Plan adopted pursuant to Section 12.1 of
the Agreement. However, Customer shall be responsible for the additional capacity usage
and will be billed accordingly utilizing the formulation set forth in Section 1.4.1 to determine
the charge for added capacity.
2. Term; Monthly Charges.
2.1. Service Commencement Date. Supplier will begin to supply chilled water to the Premises based
on the increased Contract Capacity on the date that the Contract Capacity shall increase as set
forth in Section 1.3 (the "Amendment No. 3 Service Commencement Date"). By mutual
agreement, the parties may amend the timetable in Attachment 1 to accelerate the increase in
Contract Capacity based on the needs of Customer.
2.2. Term. This Amendment No. 3 shall become effective on the Amendment No. 3 Service
Commencement Date and continue thereafter until expiration of the Initial Term of the
Agreement and any renewal term, as such Initial Term and any renewal term is extended pursuant
to Amendment No. 5 to the Agreement. ("Amendment No. 5").
2.3. Charges.
2.3.1. Monthly Contract Capacity Charge. Beginning on the Amendment No. 3 Service
Commencement Date, the monthly Contract Capacity Charge for the Premises shall be
$70,248, adjusted beginning February 1, 2017 as set forth in Section 3. The monthly
Contract Capacity Charge is payable in advance, as set forth in Section 3.1 (Invoices) of
the Agreement.
2.3.2. Consumption Charge. Beginning on the Amendment No. 3 Service Commencement
Date, the Consumption Charge for the Premises shall be $0.1640 per Ton-Hour, adjusted
as set forth in Section 3.
2.3.3. Interconnection Charge. Supplier shall be responsible for the interconnection costs to
install the Equipment, interconnect the Premises to Supplier's chilled water system
necessary to supply chilled water at the increased Contract Capacity under this
AmendmentNo.3.
3. Adiustments.
3.1 Annual Adjustment. The monthly Contract Capacity Charge and the Consumption Charge to
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take effect on the Amendment No. 3 Service Commencement Date shall be adjusted as follows,
beginning February 1, 2017 and on each February 1:
3.1.1 Monthly Contract Capacity Charge: The product of (i) the most recent monthly
Contract Capacity Charge prior to the adjustment (which shall be $70,248 in the case of the
first adjustment), multiplied by (ii) the percentage increase, if any, in the monthly average of
the Consumer Price Index (CPI) for the twelve months immediately preceding July 1 of the
calendar year prior to the calendar year in which the adjustment is to be effective compared to
the monthly average of the CPI calculated for the previous twelve months. The percentage
change is calculated by dividing (a) the monthly average CPI for the twelve months preceding
July 1 of the calendar year immediately prior to the calendar year in which the adjustment is to
be effective by (b) the monthly average CPI for the previous twelve months. For example, the
adjustment as of February 1, 2017 will be the monthly average of the CPI for the period July
2015 through June 2016 divided by the monthly average of the CPI for the period July 2014
through June 2015.
3.1.2 Consumption Charge. The product of (i) the most recent Consumption Charge per
Ton-Hour prior to the adjustment, multiplied by (ii) the appropriate weighting pursuant to
Section 3.2.1, below, and the percentage increase, if any, in the monthly average of the
Consumer Price Index (CPI) for the twelve months immediately preceding July 1 of the
calendar year prior to the calendar year in which the adjustment is to be effective compared to
the monthly average of the CPI calculated for the previous twelve months. The percentage
change is calculated by dividing (a) the monthly average CPI for the twelve months preceding
July lof the calendar year immediately prior to the calendar year in which the adjustment is to
be effective by (b) the monthly average CPI for the previous twelve months. For example, the
adjustment as of February 1, 2017 will be the monthly average of the CPI for the period July
2015 through June 2016 divided by the monthly average of the CPI for the period July 2014
through June 2015.
3.1.3 No Decrease. In no event shall the foregoing adjustments provided for in subsections
3.1.1 and 3.1.2 be based on changes in the CPI which result in a decrease from the then
monthly Contract Capacity Charge and Consumption Charge.
3.1.4 Index. For purposes of this Section 3, "Consumer Price Index" or "CPI" means the
Western Region, Size A City Average Consumer Price Index as published by the Bureau of
Labor Statistics, all items other than food and energy, not seasonably adjusted, Series ID:
CUURA400SAOLI E, as it appears in the "News" as published monthly by the United States
Department of Labor, Bureau of Labor Statistics); provided, however, that if said Consumer
Price Index shall cease to exist, is changed, or no longer provides a reliable cost trending
indicator, then the term "Consumer Price Index" shall mean such other or similar index or
formula as the parties shall in good faith mutually agree upon to measure changes in material,
maintenance, repair, and/or labor costs.
3.2 Adjustments for Changes in Electricity and Water/Sewer Rates.
The Consumption Charge shall also be subject to adjustment for any changes in Supplier's
cost of electricity and water/sewer occurring after May 31, 2016, and such adjustment shall
become effective as of the date upon which such changes became effective. The adjusted
Consumption Charge shall be the basis of all future adjustments. The adjustment
methodology is as follows:
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3.2.1 Weighting. Upon each Consumption Charge adjustment, the Supplier shall
determine its weighting of CPI, electricity, and water/sewer adjustments that represent
Supplier's respective cost make-up of providing chilled water service. The three
weightings shall total 100%. The initial weighting, subject to change by Supplier, shall
be 5% for CPI, 85% for electricity, and 10% for water/sewer.
3.2.2 Adjustment. Upon any changes in Supplier's electricity or water/sewer rates,
Supplier shall determine the percentage change in its respective average unit cost ($/kWh
for electricity or $/1000 gal for water), based on Supplier's historical consumption data for
the twelve-month period immediately prior to the rate change ("rate change" shall mean
any changes including but not limited to changes in taxes, fees, surcharges, fuel
adjustments, rate structure changes, rate eliminations or deregulation impacts). Changes
in the Consumption Charge under the Agreement shall be effective concurrent with the
effective date of the applicable electric or water/sewer rate change. The percentage
change in the Consumption Charge shall equal the percentage change in unit cost
multiplied by its weighting. For example, a 10% electricity unit cost increase multiplied
by a 85% electricity weighting means the Consumption Charge would increase by 8.5%
(10% X 85% =8.5%).
3.3 Effects of Changes of Law; Taxes, Fees and other Charges.
In addition to the foregoing adjustments, Supplier may adjust the monthly Contract Capacity
Charge and the Consumption Charge to reflect any other increases in Supplier's costs of
providing chilled water to Customer's Premises that result from the adoption or modification of
any applicable laws, rules, ordinances, regulations or orders of any governmental authority, or
from any change in the interpretation by any court, tribunal or regulatory agency of any such
applicable laws, rules, ordinances, regulations or orders, after the date of this Agreement, or
Force Majeure Events under Section 10 of the Agreement, and such adjustment will become
effective immediately upon notice ofthe adjustment to Customer. By way of illustration and
not exclusion, Customer will pay to Supplier any taxes levied upon the services provided by
Supplier, including without limitation any use or license fee, upon receipt of Supplier's
invoice for such taxes.
4. Effect of this Amendment No.3. The provisions contained in this Amendment No. 3 relate only to
increase in Contract Capacity of the Premises and charges in connection therewith (i.e., the
Maricopa County Central Courts described in Section 1.1). Except as expressly provided otherwise
in this Amendment No.3, the Agreement between the parties shall remain in full force and
effect. Any conflict or inconsistency between this Amendment No. 3 and the Agreement prior to
amendment hereby shall be governed by this Amendment No. 3.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment No. 3 as of
the date set forth above.
[signatures on next page]
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NRG ENERGY CENTER PHOENIX LLC
By: L
Name: q(
Title: N ct A (1)5 t ci'41 IA
MARICOPA COUNTY, ARIZONA
BY:
CHAIRMAN, BOARD OF SUPERVISORS DATE
ATTESTED:
CLERK OF THE BOARD DATE
APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY DATE
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Attachment 1 — Equipment and Timetable
[to be inserted]
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