EXHIBIT 10.26(b)
AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF ELECTRICITY
This Amendment is entered into as of the date of its execution by and
between FAR WEST HYDROELECTRIC FUND, LTD., a Utah Limited Partnership,
hereinafter referred to as "FAR WEST", and SIERRA PACIFIC POWER COMPANY, a
Nevada corporation, hereinafter referred to as "SIERRA". Far West and Sierra
are sometimes referred to collectively as "Parties".
WITNESSETH
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WHEREAS, an Agreement for the Purchase and Sale of Electricity
(hereinafter referred to as the "Power Purchase Agreement") was entered into on
November 18, 1983, between Geothermal Development Associates, a Nevada
corporation (hereafter, "GDA"), and Sierra for the purchase of all electricity
generated by GDA's pilot plant located in the Steamboat Springs area; and
WHEREAS, effective December 1, 1985, GDA assigned the Power Purchase
Agreement to Ormat Systems, Inc.; Ormat Systems further assigned the Power
Purchase Agreement to Bonneville Pacific Corporation; Bonneville Pacific
Corporation further assigned the Power Purchase Agreement to Far West Capital
Inc.; finally, Far West Capital, Inc. assigned the Power Purchase Agreement to
Far West Hydroelectric Fund, Ltd., the current Seller under the Power Purchase
Agreement; and
WHEREAS, Far West Hydroelectric Fund. Ltd. and Sierra desire to extend
the term of the Power Purchase Agreement to
provide greater certainty of payments to be made during such extended term of
the Agreement; and
WHEREAS, Far West Hydroelectric Fund, Ltd. and Sierra now wish to
amend the Power Purchase Agreement to reflect the extension of the term of the
rates to be paid for such term.
NOW, THEREFORE, the Parties hereto mutually agree as follows:
1. EFFECTIVE DATE
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This Amendment shall be effective upon the date of its execution.
2. TERM
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Section 4, Term, of the Power Purchase Agreement is hereby amended to
read as follows:
"This Agreement shall be effective upon the date of its execution and
shall continue until midnight on December 5, 2006, and shall continue thereafter
from year to year pursuant to the terms and conditions hereunder unless
terminated by one of the Parties."
3. RATE
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Section (3)(a), Rate, of the Power Purchase Agreement is hereby
amended to read as follows:
"For the first ten (10) years beginning on 1600 hours on December 5,
1986, for all power purchased from Seller's facility at the Point of Delivery up
to a maximum of 43,800,000 kWH per calendar year, Purchaser shall pay Seller the
sum of $.0717 per kWH. Any energy purchased from Seller's facility at
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the Point of Delivery in excess of 43,800,000 kWH per calendar year will be
purchased at Sierra's short term avoided cost energy and capacity rates in
effect at that time. Sierra's current short term avoided cost rates submitted
for approval to the PSCN are attached and hereby incorporated herein by
reference as Exhibit A.
In the eleventh year following the commencement of the commercial
production and sale of electricity by Seller's plant, Purchaser shall pay Seller
for the remainder of the term of the Agreement for all power purchased from
Seller's facility at the Point of Delivery in the following manner:
(1) If the total of Sierra's non-time differentiated short term
avoided cost rates for both energy and capacity, as approved by
the Public Service Commission of Nevada ("PSCN") for the first
calendar quarter of the eleventh year of the Term of the
Agreement, is greater than $.0583 per kWH, Purchaser shall pay
Seller on a time differentiated basis, ninety percent (90%) of
the short term avoided cost rate for both energy and capacity in
effect for the billing period during which the meter reading took
place, but in no event shall the non-time differentiated rate be
less than $.0700 per kWH and shall not be greater than $.0900 per
kWH; or
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(2) If the total of Sierra's non-time differentiated short term
avoided cost rates for both energy and capacity, as approved by
the PSCN for the first calendar quarter of the eleventh year of
the Term of the Agreement, is equal to or smaller $.0583 per kWH,
Purchaser shall pay Seller on a time differentiated basis, the
short term avoided cost rates for both energy and capacity
approved by the PSCN and in effect for each billing period
thereafter.
Seller agrees to comply with Purchaser's Electric Rules No. 2 and 15,
all special conditions of Schedule CSPP, and all subsequent revisions
of said Schedule and Rules."
4. NOTICES
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The Parties to whom notice is to be given pursuant to Section 18,
Notices, of the Power Purchase Agreement are hereby changed to the following:
SELLER: Far West Hydroelectric Fund, Ltd.
Attn: Xxxxxx X. Xxxxx
0000 Xxxx Xxxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxx 00000
PURCHASER: Sierra Pacific Power Company
Attn: Vice President, Electric
System Planning
X.X. Xxx 00000
Xxxx, Xxxxxx 00000
5. INSURANCE
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SECTION 16 B(c) of Additional Insurance Provisions is hereby amended
and reads as follows:
"c) All insurance certificates, and a thirty (30) day advance
notice of cancellations, terminations, alterations and material
changes of such insurance shall be issued and submitted to Purchaser
as provided for in Section 18."
6. ASSIGNMENT
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SECTION 22, ASSIGNMENT, of the Power Purchase Agreement is hereby
amended to read as follows:
"Neither Party shall voluntarily assign this Agreement without the
prior written consent of the other Proxy except that either Party shall
have the right, without the other Party's consent, but with a thirty (30)
day prior written notice to the other Party, to make a collateral
assignment of its rights under this Agreement to satisfy the requirements
of any development, construction, or other long term financing. Such
consent shall not be unreasonably withheld. Any assignment made without
such consent shall be void.
7. STATUS OF AMENDMENT
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It is expressly understood and agreed by the Parties hereto that this
Amendment is supplemental to the Power Purchase Agreement. It is further
understood and agreed that all the terms, conditions, and provisions of the
Power Purchase Agreement, unless specifically modified herein, are to apply to
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this Amendment and are made part of this Amendment as though they were expressly
rewritten, incorporated and included herein.
8. PSCN APPROVAL
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Sierra and Far West will operate pursuant to the provisions of this
Amendment upon its execution. The obligation of Sierra to purchase capacity and
energy from Seller pursuant to this Amendment is hereby made expressly
conditional on the approval of this Amendment by the PSCN. Sierra shall take
all reasonable actions necessary to secure approval by the PSCN of this
Amendment in its entirety and without change. PSCN approval shall be sought as
soon as reasonably practicable subsequent to the date of execution of this
Amendment. Failure of the PSCN to approve this Amendment shall terminate this
Amendment effective as of the date of such PSCN action in which case the
obligations of the Parties will remain as specified in the Power Purchase
Agreement and the Power Purchase Agreement shall automatically be reinstated as
it existed prior to the execution of this Amendment.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be executed in their respective names, first above written.
Dated this 6th day of March, 1987
SELLER:
FAR WEST HYDROELECTRIC FUND, LTD.,
a Utah limited partnership
By: FAR WEST CAPITAL, INC.,
a Utah corporation
Its General Partner
By: /s/ Xxxxxx Xxxxx
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Its Vice President
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Date: 3/6/87
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PURCHASER:
SIERRA PACIFIC POWER COMPANY
By: /s/
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Title: ________________________
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