Exhibit 10.8(a)
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ZOND SYSTEMS, INC.
POWER PURCHASE CONTRACT
BETWEEN
SOUTHERN CALIFORNIA EDISON COMPANY
AND
ZOND SYSTEMS, INC.
MONOLITH I
ZOND SYSTEMS, INC.
TABLE OF CONTENTS
SECTION TITLE PAGE
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1 PROJECT SUMMARY 1
2 DEFINITIONS 5
3 TERM 10
4 GENERATING FACILITY 11
5 OPERATING OPTIONS 22
6 INTERCONNECTION FACILITIES 24
7 ELECTRIC LINES AND ASSOCIATED EASEMENTS 26
8 METERING 27
9 POWER PURCHASE PROVISIONS 29
10 PAYMENT AND BILLING PROVISIONS 40
11 TAXES 44
12 TERMINATION 44
13 LIABILITY 45
14 INSURANCE 47
15 UNCONTROLLABLE FORCES 49
16 NONDEDICATION OF FACILITIES 51
17 PRIORITY OF DOCUMENTS 51
18 NOTICES AND CORRESPONDENCE 52
19 PREVIOUS COMMUNICATIONS 52
20 NONWAIVER 52
21 SUCCESSORS AND ASSIGNS 53
22 EFFECT OF SECTION HEADINGS 53
23 GOVERNING LAW 00
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TABLE OF CONTESTS
SECTION TITLE PAGE
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24 MULTIPLE ORIGINALS 54
SIGNATURES 54
INTERCONNECTION FACILITIES AGREEMENT APPENDIX A
FORECAST OF ANNUAL AS-AVAILABLE CAPACITY PAYMENT
SCHEDULE APPENDIX B
FORECAST OF ANNUAL MARGINAL COST OF ENERGY PAYMENT
SCHEDULE APPENDIX C
TOU-8 RATE SCHEDULE RULE 21 APPENDIX D
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1. PROJECT SUMMARY
This Contract is entered into between Southern California Edison
Company ("Edison" and Zond Systems, Inc. ("Zond"), a California
corporation, acting in its own behalf and in behalf of other owners, if
any, as Project Manager, collectively referred to as "Seller"). Seller
is willing to construct, own, and operate a Qualifying Facility and
sell electric power to Edison and Edison is willing to purchase
electric power delivered by Seller to Edison at the Point of
Interconnection pursuant to the terms and conditions set forth as
follows:
1.1 All Notices shall be sent to Seller at the following
address: Zond Systems, Inc
000 Xxxxx Xxxxx Xxxxxx
X.X. Xxx 000
Xxxxxxxxx, XX 00000
Attention: Director of Operations, and
Zond Systems, Inc.
0000 Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Attention: General Counsel
1.2 Seller's Generating Facility:
a. Nameplate Rating: 7000 kW.
b. Location: Sections 33 and 34, Township 12
North, Range 14 West, SBB&M.
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c. Type: Small Power Production Facility
d. Delivery of power to Edison at a nominal
12,000 volts.
e. Seller shall commence construction of the
Generating Facility by January 1, 1985.
1.3 Edison Customer Service District:
Antelope Valley
00000 00xx Xxxxxx X
Xxxxxxxxx, XX 00000.
1.4 Location of Edison Operating Switching Center:
Antelope Substation
0000 Xxxx Xxxxxx X
Xxxxxxxxx, XX 00000
1.5 Contract Capacity: 7,000 kW
1.5.1 Estimated as-available capacity: 7,000 kW.
1.5.2 Firm Capacity: 0 kW.
1.6 Expected annual production: 24,000,000 kWh.
1.7 Expected Firm Operation for each generating
unit(s): 1985.
1.8 Contract Term: 30 years.
1.9 Operating Options pursuant to Section 5:
[ ] Operating Option I. Entire Generator output to
be sold to Edison. No electric service or standby
service required.
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[X] Operating Option II. Entire Generator output to be
sold to Edison with separate electric service
required.
a. Electric service Tariff Schedule No. GS-1
pursuant to Section 10.2.
b. Contract demand: N/A.
[ ] Operating Option III. Excess generator output
to be sold to Edison with Seller serving own load.
a. Electric service Tariff Schedule No.______
pursuant to Section 10.2.
b. Contract demand ______ kW.
c. Standby Demand ______ kW pursuant to
Section 10.2.
d. Maximum electrical requirements expected
______kW.
e. Standby electric service Tariff Schedule
No.______ pursuant to Section 10.2.
f. Minimum monthly charge for standby
service ______.
1.10 Interconnection Facilities Agreement pursuant to Section 6
shall be: Seller Owned and Operated Basis (Appendix A)
1.11 The Capacity Payment Option selected by Seller pursuant to
Section 9.1 shall be As-available capacity based upon:
Forecast of Annual
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As-Available Capacity Payment Schedule. The as-available
capacity price first year):
$81 kW-yr. Appendix B
1.12 The Energy Payment Option selected by Seller pursuant to
Section 9.2 shall be:
[X] Option 1 - Forecast of Annual Marginal Cost of Energy
in effect at date of execution of this Contract.
Appendix C)
Option 2 - Levelized Forecast of Marginal Cost of
Energy in effect at date of execution of this
Contract. Levelized Forecast for expected date of
Firm Operation is 6.9 CENT/kWh. For the energy
payment refund pursuant to Section 9.5 under Option
2, Edison's Incremental Cost of Capital is 15%.
Seller may change once between Options 1 and 2,
provided Seller delivers written notice of such
change at least 90 days prior to the date of Firm
Operation.
For Option 1 or 2, Seller elects to receive the
following percentages in 20% increments, the total of
which shall equal 100%:
100 Percent of Forecast of Marginal Cost of
Energy Annual or Levelized), and
0 Percent of Edison's published avoided cost of
energy based on Edison's full
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avoided operating costs as updated periodically
and accepted by the Commission.
Metering Location
Seller elects metering location pursuant to Section 8 as
follows: Seller's side of the Interconnection Facilities.
Loss compensation factor is equal to .5%, pursuant to
Section 8.3
2. DEFINITIONS
When used with initial capitalizations, whether in the singular or in
the plural, the following terms shall have the following meanings:
2.1 Appendix A: Interconnection Facilities Agreement Seller Owned
and Operated Basis
2.2 Appendix B: Forecast of Annual As Available Capacity Payment
Schedule
Appendix C: Forecast of Annual Marginal Cost of Energy
2.4 Appendix D: TOU-8 Tariff Rule; Rule 21
2.5 Capacity Payment Schedule(s) Published capacity payment
schedule(s) as authorized by the Commission for as-available
or firm capacity.
2.6 Commission: The Public Utilities Commission of the State of
California.
2.7 Contract: This document and Appendices, as amended from time
to time.
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Contract Capacity: The electric power producing capability of
the Generating Facility.
2.9 Contract Term: Period in years commencing with date of Firm
Operation for the first generating unit(s) during which Edison
shall purchase electric power from Seller
2.10 Edison: The Southern California Edison Company.
2.1 Edison Electric System Integrity: The state of operation of
Edison's electric system in a manner which is deemed to
minimize the risk of injury to persons and/or property and
enables Edison to provide adequate and reliable electric
service to its customers.
2.12 Emergency: A condition or situation which in Edison's sole
judgment affects Edison Electric System Integrity.
2.13 Energy: Kilowatt hours generated by the Generating
Facility which are purchased by Edison at the Point of
Interconnection.
2.14 Firm Operation: The date upon which the Parties agree testing
of the first generating unit has been completed and the unit
is capable of commercial operation.
2.15 First Period: The period of the Contract Term specified in
Section 3.1.
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2.16 Forced Outage: Any outage other than a scheduled outage of the
Generating Facility that fully or partially curtails its
electrical output.
2.17 Generating Facility: All of Seller's generators, including all
protective and other associated equipment and improvements
related thereto necessary to produce electrical power at
Seller's Facility excluding associated land, land rights, and
interests in land.
2.18 Generator: The generator(s) and associated prime mover(s),
which are a part of the Generating Facility
2.19 Interconnection Facilities: Those protection metering,
electric line(s), and other facilities required in Edison's
sole judgment to permit an electrical interface between
Edison's system and the Generating Facility in accordance with
Edison's Tariff Rule No. 21 titled Cogeneration and Small
Power Production Interconnection Standards filed with the
Commission and attached hereto as Appendix D.
2.20 Interconnection Facilities Agreement: That document which is
specified in Section 1.10 and is attached hereto.
2.21 KVAR: Reactive kilovolt-ampere, a unit of measure of reactive
power.
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2.22 Operate: To provide the engineering, purchasing repair,
supervision, training, inspection, testing, protection,
operation, use, management, replacement, retirement,
reconstruction and maintenance of and for the Generating
Facility in accordance with applicable California utility
standards and good engineering practices.
2.23 Operating Representatives: Individual(s) appointed by each
Party for the purpose of securing effective cooperation and
interchange of information between the Parties in connection
with administration and technical matters related to this
Contract
2.24 Parties: Edison and Seller
2.25 Party: Edison or Seller.
2.26 Peak Months: Those months in which the Edison annual system
peak demand could occur. Currently, but subject to change
with notice, the peak months for the Edison system are June,
July, August, and September.
2.27 Point of Interconnection: The point where the transfer of
electrical energy between Edison and Seller takes place.
2.28 Project: The Generating Facility and Interconnection
Facilities required to permit operation of Seller's Generator
in parallel with Edison's electric system.
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2.29 Project Manager: The entity responsible for operating and
maintaining the Project on behalf of the owner(s) thereof
2.30 Protective Apparatus: That equipment and apparatus installed
by Seller and/or Edison pursuant to Section 4.2
2.31 Qualifying Facility: Small Power Production Facility which
meets the criteria as defined in Title 18, Code of Federal
Regulations, Section 292.201 through 292.207 as of the
execution date of this Contract.
2.32 Second Period: The period of the Contract Term specified in
Section 3.2.
2.33 Seller: The Party identified in Section 1.0.
2.34 Seller's Facility: The premises and equipment of Seller
located as specified in Section 1.2.
2.35 Small Power Production Facility The facilities and equipment
which use biomass, waste, or renewable resources, including
wind, solar, geothermal, and water, to produce electrical
energy as defined in Title 18, Code of Federal Regulations,
Section 292.201 through 292.207 as of the execution date of
this Contract.
2.36 Summer Period; Defined in Edison's Tariff Schedule No. TOU-8
as now in effect or as may hereafter be authorized by the
Commission.
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2.37 Tariff Schedule No. TOU-8: Edison's time-of-use energy tariff
for electric service exceeding 500 kW, as now in effect or as
may hereafter be authorized by the Commission.
2.38 Uncontrollable Forces: Any occurrence beyond the control of a
Party which causes that Party to be unable to perform its
obligations hereunder and which a Party has been unable to
overcome by the exercise of due diligence, including but not
limited to flood, drought, earthquake, storm, fire,
pestilence, lightning and other natural catastrophes, epidemic
war, riot, civil disturbance or disobedience strike, labor
dispute, action or inaction of legislative, judicial, or
regulatory agencies, or other proper authority, which may
conflict with the terms of this Contract, or failure, threat
of failure or sabotage of facilities which have been
maintained in accordance with good engineering and operating
practices in California.
2.39 Winter Period: Defined in Edison's Tariff Schedule No. TOU-8
as now in effect or as may hereafter be authorized by the
Commission.
3. TERM
This Contract shall be effective upon execution by the Parties and
shall remain effective until either Party gives 90 days prior written
notice of termination to the
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other Party, except that such notice of termination shall not be
effective to terminate this Contract prior to expiration of the
Contract Term specified in Section 1.8.
3.1 The First Period of the Contract Term shall commence
upon date of Firm Operation but not later than 5 years from
the date of execution of this Contract and shall be for 10
years.
3.2 The Second Period of the Contract Term shall commence upon
expiration of the First Period and shall continue for the
remainder of the Contract Term
4. GENERATING FACILITY
4.1 Ownership
The Generating Facility shall be owned by Seller.
4.1.1 If the identity of the Project Manager changes for
any reason, Edison shall have the right to approve
the new Project Manager. Such approval shall be
withheld only if the assets, financial condition, or
operating capability of the proposed replacement
Project Manager gives Edison reasonable cause to
doubt such entity's ability to adequately perform the
duties of the Project Manager. To facilitate such
approval, Edison may request Seller to furnish any
material reasonably necessary for Edison to prudently
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approve a change in Project Manager. Therefore,
except as in conflict with law, any financing
documents, partnership agreements, or management
contracts which specify the Project Manager's role
shall specifically provide for Edison's right of
approval of any such Project Manager. Such change in
Project Manager and the approval thereof by Edison
shall not operate to reduce the rights and
obligations of the project owners under the Contract.
4.1.2 The Project Manager shall have the authority to
contract for the owners of the Project on all matters
pertaining to the implementation of this Contract.
The Project Manager shall provide Edison with
satisfactory evidence of its authority to act on
behalf of the owners of the Project. Such evidence
shall include, but not be limited to, authenticated
copies of any partnership agreement(s), fictitious
business name statement(s), certificate(s of
partnership, and management agreement(s). The Project
Manager shall also provide Edison with authenticated
copies of the agreement(s), if any, appointing the
Project Manager for purposes of this Contract.
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4.1.3 Edison's obligations to purchase capacity and Energy
shall be contingent upon the compliance by Seller
with the terms and conditions of this Section 4.1
4.2 Design
4.2.1 Seller, at no cost to Edison, shall
a. Design the Generating Facility.
b. Acquire all permits and other approvals
necessary for the construction,
operation, and maintenance of the
Generating Facility.
c. Complete all environmental impact
studies necessary for the construction,
operation, and maintenance of the
Generating Facility.
d. Furnish and install the relays, meters, power
circuit breakers, synchronizer, and other
control and Protective Apparatus as shall be
agreed to by the Parties as being necessary for
proper and safe operation of the Project in
parallel with Edison's electric system.
4.2.2 Edison shall have the right to:
a. Review the design of the Generating Facility's
electrical system and the Seller's
Interconnection Facilities.
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Such review may include, but not be limited to,
the Generator, governor, excitation system,
synchronizing equipment, protective relays, and
neutral grounding. The Seller shall be notified
in writing of the outcome of the Edison review
within 30 days of the receipt of all
specifications for both the Generating Facility
and the Interconnection Facilities. Any flaws
perceived by Edison in the design shall be
described in Edison's written notice.
b. Request modifications to the design of the
Generating Facility's electrical system and the
Seller's Interconnection Facilities. Such
modifications shall be required if necessary to
maintain Edison Electric System Integrity when
in parallel with the Edison electric system.
4.2.3 Seller shall provide individual power factor
correction capacitors for each induction-type
generator. Such capacitors shall be switched on and
off simultaneously with each of the associated
induction-type generator(s) of the Generating
Facility. The KVAR rating of such capacitors shall be
the highest standard
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value which will not exceed such generators no-load
KVAR requirement. Seller shall not install power
factor correction in excess of that required by this
Section unless agreed to in writing by the Parties.
4.2.4 Seller shall not locate any part of a wind-driven
generating unit of the Generating Facility within a
distance 1.25 times the height of a wind turbine
structure of an existing electric utility 33 kV,
66 kV, or 115 kV transmission line right of way or
within three rotor blade diameters of an existing
electric utility 220 kV or 500 kV transmission line
right of way or any proposed transmission line right
of way of which Edison is pursuing regulatory
approval for construction
4.3 Construction
Edison shall have the right to review, consult with, and make
recommendations regarding Seller's construction schedule and
to monitor the construction and start-up of the Project.
Seller shall notify Edison, at least one year prior to Firm
Operation, of changes in Seller's Construction Schedule which
may affect the date of Firm Operation.
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4.4 Operation
4.4.1 The Generating Facility and Seller's Protective
Apparatus shall be operated and maintained in
accordance with applicable California utility
industry standards and good engineering practices
with respect to synchronizing, voltage and reactive
power control. Edison shall have the right to monitor
operation of the Project and may require changes in
Seller's method of operation if such changes are
necessary, in Edison's sole judgment, to maintain
Edison Electric System Integrity.
4.4.2 Seller shall notify in writing Edison's Operating
Representative at least 14 days prior to:
(a) the initial testing of Seller's Protective
Apparatus; and
(b) the initial parallel operation of Seller's
Generators with Edison's electrical system.
Edison shall have the right to have a representative
present at each event.
4.4.3 Edison shall have the right to require Seller to
disconnect the Generator from the Edison electric
system or to reduce the electrical
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maintenance of Edison's facilities, or to maintain
Edison Electric System Integrity. Each Party shall
endeavor to correct, within a reasonable period, the
condition on its system which necessitates the
disconnection or the reduction of electrical output.
The duration of the disconnection or the reduction in
electrical output shall be limited to the period of
time such a Contract Capacity availability. In
addition, Seller shall provide Edison with reasonable
advance notice regarding its scheduled outages
including any reduction in Contract Capacity
availability. Reasonable advance notice is as
follows:
SCHEDULED OUTAGE ADVANCE NOTICE
EXPECTED DURATION TO EDISON
-------------------------- --------------
Less than one day 24 Hours
One day or more
(except major overhauls 1 Week
Major overhaul 6 Months
4.4.6 Notification by each Party's Operating Representative
of outage date and duration should be directed to the
other Party's Operating Representative by telephone.
4.4.7 Seller shall not schedule major overhauls during Peak
Months.
4.4.8 Seller shall maintain an operating log at Seller's
Facility with records of: real and reactive power
production; changes in operating status, outages,
Protective Apparatus operations; and any unusual
conditions found during inspections. In addition,
Seller shall maintain records applicable to the
Generating Facility, including the electrical
characteristics of the Generator and settings or
adjustments of
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the Generator control equipment a protective devices.
Information pursuant to this Section 4.4.8 sh.
provided to Edison, within 30 d Edison's request.
4.4.9 If, at any time, Edison doubts of any of Seller's
Protective App believes that such loss of integrity
wou impair the Edison Electric System Integr Seller
shall demonstrate, to Edison's satisfaction, the
correct calibration an operation of the equipment in
question.
4.4.10 Seller shall test all protective devices specified in
Section 4.2 with qualified Edison personnel present
at intervals no exceed four years.
4.4.11 Seller shall, to the extent possible, pr reactive
power for its own requirements, where applicable, the
reactive power los of interfacing transformers.
Seller sha not deliver excess reactive power to Edi
unless otherwise agreed upon between the Parties.
4.4.12 Seller warrants that, at the date of ini energy
deliveries and during the term of Contract, its
Generating Facility shall
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the Qualifying Facility requirements established as
of the effective date of this Contract by the Federal
Energy Regulatory Commission's rules 18 Code of
Federal Regulations 292), implementing the Public
Utility Regulatory Policies Act of 1978 (16 U.S.C.A.
796, et seq.).
4.4.13 The Seller warrants that the Generating Facility
shall at all times conform to all applicable laws and
regulations. Seller shall obtain and maintain any
governmental authorizations and permits for the
continued operation of the Generating Facility. If
at any xxxx Xxxxxx does not hold such authorizations
and permits, Seller agrees to reimburse Edison for
any loss which Edison incurs as a result of the
Seller's failure to maintain governmental
authorization and permits.
4.4.14 At Edison's request, Seller shall make all reasonable
effort to deliver power at an average rate of
delivery at least equal to the Contract Capacity
during periods of Emergency. In the event that the
Seller has previously scheduled an outage coincident
with an Emergency, Seller shall make all
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reasonable efforts to reschedule the outage. The
notification periods listed in Section 4.4.5 shall be
waived by Edison if Seller reschedules the outage.
4.5 Maintenance
4.5.1 Seller shall maintain the Generating Facility in
accordance with applicable California utility
industry standards and good engineering and operating
practices. Edison shall have the right to monitor
such maintenance of the Generating Facility. Seller
shall maintain and deliver a maintenance record of
the Generating Facility to Edison's Operating
Representatives upon request.
4.5.2 Seller shall make a reasonable effort to schedule
routine maintenance during Off-Peak Months. Outages
for scheduled maintenance shall not exceed a total of
30 peak hours for the Peak Months.
4.5.3 The allowance for scheduled maintenance is as
follows:
a. Outage periods for scheduled maintenance shall
not exceed 840 hours (35 days) in any 12-month
period. This allowance may
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be used in increments of an hour or longer on a
consecutive or nonconsecutive basis.
b. Seller may accumulate unused maintenance hours
on a year-to-year basis up to a maximum of 1,080
hours (45 days). This accrued time must be used
consecutively and only for major overhauls.
4.6 Any review by Edison of the design, construction, operation,
or maintenance of the Project is solely for the information of
Edison. By making such review, Edison makes no representation
as to the economic and technical feasibility, operational
capability, or reliability of the Project. Seller shall in no
way represent to any third party that any such review by
Edison of the Project, including not limited to, any review of
the design, construction, operation, or maintenance of the
Project by Edison is a representation by Edison as to the
economic and technical feasibility, operational capability, or
reliability of said facilities. Seller is solely responsible
for economic and technical feasibility, operational
capability, and reliability thereof.
5. OPERATING OPTIONS
5.1 Seller shall elect in Section 1.9 to Operate its Generating
Facility in parallel with Edison's
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electric system pursuant to one of the following options:
a. Operating Option I: Seller agrees to sell the entire
Generator output to Edison with no electrical service
required from Edison.
b. Operating Option II: Seller agrees to sell the entire
Generator output to Edison with electrical service
required from Edison.
c. Operating Option III: Seller agrees to sell to Edison
only that portion of the Generator output in excess
of Seller's electrical service requirements. As much
as practicable, Seller intends to serve its
electrical requirements from the Generator output and
will require electrical standby from Edison as
designated in Section
5.2 After expiration of the First Period of the Contract Term,
Seller may change the Operating Option, but not more than once
per year upon at least 90 days prior written notice to Edison.
Edison shall not be required to remove or reserve capacity of
Interconnection Facilities made idle by a change in operating
options. Edison may dedicate any such idle Interconnection
Facilities, owned by Edison, at any time to serve other
customers or to interconnect with other electric power
sources. Edison shall
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process requests for changes of operating option in the
chronological order received.
5.2.1 When the Seller wishes to reserve Interconnection
Facilities paid for by the Seller but idled by a
change in operation option, Edison shall impose a
special facilities charge related to the operation
and maintenance of the Interconnection Facility. When
the Seller no longer needs said facilities for which
it has paid, the Seller shall receive credit for the
net salvage value of the Interconnection Facilities
dedicated to Edison's use. If Edison is able to make
use of these facilities to serve other customers, the
Seller shall receive the fair market value of the
facilities determined as of the date the Seller
either decides no longer to use said facilities or
fails to pay the required maintenance fee.
6. INTERCONNECTION FACILITIES
6.1 The Parties shall execute an Interconnection Facilities
Agreement selected by Seller in Section 1.10, covering the
design, installation, operation and maintenance of the
Interconnection Facilities required in Edison's sole judgment,
to
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permit an electrical interface between the Parties pursuant to
Edison's Tariff Rule No. 21.
6.2 The cost for the Interconnection Facilities set forth in the
appendices specified in Section 1.10, are estimates only for
Seller's information and will be adjusted to reflect recorded
costs after installation is complete; except that, upon
Seller's written request to Edison, Edison shall provide a
binding estimate which shall be the basis for the
Interconnection Facilities cost in the Interconnection
Facilities Agreement executed by the Parties.
6.3 The nature of the Interconnection Facilities and the Point of
Interconnection shall be set forth either by equipment lists
or appropriate one-line diagrams and shall be attached to the
appropriate appendix specified in Section 1.10.
6.4 The design, installation, operation, maintenance, and
modifications of the Interconnection Facilities shall be at
Seller's expense.
6.5 Seller shall not commence parallel operation of the Generating
Facility until written approval for operation of the
Interconnection Facilities has been received from Edison. The
Seller shall notify Edison at least forty-five days prior to
the initial energizing of the Point of Interconnection. Edison
shall have the right to inspect the Interconnection
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Facilities within thirty days of receipt of such notice. If
the facilities do not pass Edison's inspection, Edison shall
provide in writing the reasons for this failure within five
days of the inspection.
6.6 Seller, at no cost to Edison, shall acquire all permits and
approvals and complete all environmental impact studies
necessary for the design, installation, operation, and
maintenance of the Interconnection Facilities.
7. ELECTRIC LINES AND ASSOCIATED EASEMENTS
7.1 Edison shall, as it deems necessary or desirable, build
electric lines, facilities and other equipment, both overhead
and underground, on and off Seller's Facility, for the purpose
of effecting the agreements contained in this Contract. The
physical location of such electric lines, facilities and other
equipment on Seller's Facility shall be determined by
agreement of the Parties.
7.2 Seller shall reimburse Edison for the cost of acquiring
property rights off Seller's Facility required by Edison to
meet its obligations under this Contract
7.3 Seller shall grant to Edison, without cost to Edison, and by
an instrument of conveyance, acceptable to Edison, rights of
way, easements and
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other property interests necessary to construct, reconstruct,
use, maintain, alter, add to, enlarge, repair, replace,
inspect and remove, at any time, the electric lines,
facilities or other equipment, both overhead and underground,
which are required by Edison to effect the agreements
contained in the Contract. Seller shall also grant the rights
of ingress and egress at all reasonable times necessary for
Edison to perform the activities contemplated in the Contract.
7.4 The electric lines, facilities, or other equipment referred to
in this Section 7 installed by Edison on or off Seller's
Facility shall be and remain the property of Edison.
7.5 Edison shall have no obligation to Seller for any delay or
cancellation due to inability to acquire a satisfactory right
of way, easements, or other property interests.
8. METERING
8.1 All meters and equipment used for the measurement of electric
power for determining Edison's payments to Seller pursuant to
this Contract shall be provided, owned, and maintained by
Edison at Seller's expense in accordance with Edison's Tariff
Rule No. 21.
8.2 All meters and equipment used for billing Seller for electric
service provided to Seller by Edison under
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Operating Options II or III shall be provided, owned, and
maintained by Edison at Edison's expense in accordance with
Edison's Tariff Rule No. 16.
8.3 The meters and equipment used for measuring the Energy sold to
Edison shall be located on the side of the Interconnection
Facilities as specified by Seller in Section 1.13. If the
metering equipment is located on the Seller's side of the
Interconnection Facilities, then a loss compensation factor
agreed upon by the Parties shall be applied. At the written
request of the Seller, and at Seller's sole expense, Edison
shall measure actual transformer losses. If the actual
measured value differs from the agreed-upon loss compensation
factor, the actual value shall be applied prospectively. If
the meters are placed on Edison's side of the Interconnection
Facilities, service shall be provided at the available
transformer high-side voltage.
8.4 For purposes of monitoring the Generator operation and the
determination of standby charges, Edison shall have the right
to require, at Seller's expense, the installation of
generation metering. Edison may also require the installation
of telemetering equipment at Seller's expense for Generating
Facilities equal to or greater than 00 XX.
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8.5 Edison's meters shall be sealed and the seals shall be broken
only when the meters are to be inspected, tested, or adjusted
by Edison. Seller shall be given reasonable notice of testing
and have the right to have its Operating Representative
present on such occasions
8.6 Edison's meters installed pursuant to this Contract shall be
tested by Edison, at Edison's expense, at least once each year
and at any reasonable time upon request by either Party, at
the requesting Party's expense. If Seller makes such request,
Seller shall reimburse said expense to Edison within thirty
days after presentation of a xxxx therefor
8.7 Metering equipment found to be inaccurate shall be repaired,
adjusted, or replaced by Edison such that the metering
accuracy of said equipment shall be within two percent. If
metering equipment inaccuracy exceeds two percent, the correct
amount of Energy and Contract Capacity delivered during the
period of said inaccuracy shall be estimated by Edison and
agreed upon by the Parties.
9. POWER PURCHASE PROVISIONS
Prior to the date of Firm Operation, Seller shall be paid for Energy
only pursuant to Edison's published avoided cost of energy based on
Edison's full avoided operating cost as periodically updated and
accepted by the
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Commission. If at any time Energy can be delivered to Edison and Seller
is contesting the claimed jurisdiction of any entity which has not
issued a license or other approval for the Project, Seller, in its sole
discretion and risk, may deliver Energy to Edison and, for any Energy
purchased by Edison, Seller shall receive payment from Edison for (i
Energy pursuant to this Section, and ii as-available capacity based on
a capacity price from the Standard Offer No. 1 Capacity Payment
Schedule as approved by the Commission. Unless and until all required
licenses and approvals have been obtained, Seller may discontinue
deliveries at any time.
9.1 Capacity Payments
Seller shall sell to Edison and Edison shall purchase from
Seller capacity pursuant to the capacity payment option
selected by Seller in Section 1.11. The Capacity Payment
Schedules will be based on Edison's full avoided operating
costs as approved by the Commission throughout the life of
this Contract. Data used to derive Edison's full avoided costs
will be made available to the Seller, to the extent specified
by Seller upon request.
9.1.1 Capacity Payment Option A -- As Available Capacity.
Seller shall be paid a monthly capacity payment
calculated pursuant to the following formula:
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Monthly Capacity Payment = (A x D)+(B x D)+(C x D)
Where A = kWh purchased by Edison during on-peak
periods defined in Edison's Tariff Schedule
No. TOU-8.
B = kWh purchased by Edison during mid-peak
periods defined in Edison's Tariff Schedule
No. TOU-8.
C = kWh purchased by Edison during off-peak
periods defined in Edison's Tariff Schedule
No. TOU-8.
D = The appropriate time differentiated
capacity price from the Forecast of Annual
As-Available Capacity Payment Schedule as
specified by Seller in Section 1.11.
9.1.1.1 The formula set forth in Section
9.1.1 shall be computed as follows:
a. During the First Period of the
Contract Term D shall equal the
appropriate time differentiated
capacity price from the
Forecast
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of Annual As-Available Capacity
Payment Schedule.
b. During the Second Period of
Contract Term, the formula
shall be computed with D equal
to the appropriate time
differentiated capacity price
from Standard Offer No. 1
Capacity Payment Schedule, but
not less than the greater of i
the appropriate time
differentiated capacity price
from the Forecast of Annual
As-Available Capacity Payment
Schedule for the last year of
the First Period, or ii the
appropriate time differentiated
capacity price from the
Standard Offer No. 1 Capacity
Payment Schedule for the first
year of the Second Period.
9.2 Energy Payments - First Period
During the First Period of the Contract Term, Seller shall be
paid a monthly energy payment for the Energy delivered by the
Seller to Edison at the Point of Interconnection pursuant to
the energy payment option selected by Seller in Section 1.12,
as follows.
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Data used to derive Edison's Energy payments for the First
Period will be made available to the Seller, to the extent
specified by Seller, upon request.
9.2.1 Energy Payment Option 1 -- Forecast of Annual
Marginal Cost of Energy.
If Seller selects energy payment option 1, then
during the First Period of the Contract Term, Seller
shall be paid a monthly energy payment for Energy
delivered by Seller purchased by Edison during each
month in the First Period of the Contract Term
pursuant to the following formula:
monthly energy payment = (A x D) + (B x D) + (C x D
Where A = kWh purchased by Edison during on-peak
periods defined in Edison's Tariff Schedule
No. TOU-8.
B = kWh purchased by Edison during mid-peak
periods defined in Edison's Tariff
Schedule No. TOU-8.
C = kWh purchased by Edison during off-peak
periods defined in Edison's Tariff Schedule
No. TOU-8.
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D = The sum of:
i the appropriate time differentiated
energy price from the Forecast of Annual
Marginal Cost of Energy, multiplied by the
decimal equivalent of the percentage of
the forecast specified in Section 1.12, and
ii the appropriate time differentiated
energy price from Edison's published
avoided cost of energy multiplied by the
decimal equivalent of the percentage of
the published energy price specified in
Section 1.12.
9.2.2 Energy Payment Option 2 -- Levelized Forecast of
Marginal Cost of Energy If Seller selects energy
payment option 2 then during the First Period of the
Contract Term, Seller shall be paid a monthly energy
payment for Energy delivered by Seller and purchased
by Edison each month during the First Period of the
Contract Term pursuant to the following formula:
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Monthly Energy Payment = (A x D) + (B x D) + (C x D)
Where A = kWh purchased by Edison during on-peak
periods defined in Edison's Tariff Schedule
No. TOU-8.
B = kWh purchased by Edison during mid-peak
periods defined in Edison's Tariff Schedule
No. TOU-8.
C = kWh purchased by Edison during off-peak
periods defined in Edison's Tariff Schedule
No. TOU-8.
D = The sum of:
(i) the appropriate time differentiated
energy price from the Levelized Forecast of
Marginal Cost of Energy, for the First
Period of the Contract Term multiplied by
the decimal equivalent of the percentage of
the levelized forecast specified in Section
1.12, and
(ii) the appropriate time differentiated
energy price from Edison's published
avoided cost
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of energy multiplied by the decimal
equivalent of the percentage of the
published energy price specified in Section
9.2.2.1 Performance Requirement for Energy Payment Option 2
During the First Period when the annual forecast
referred to in Section 9.2.1 is greater than the
levelized forecast referred to in Section 9.2.2,
Seller shall deliver to Edison at least 70 percent of
the average annual kWh delivered to Edison during
those previous periods when the levelized forecast
referred to in Section 9.2.2 is greater than the
annual forecast referred to in Section 9.2.1 as
resource conditions permit for solar, wind, and hydro
Generating Facilities and excluding uncontrollable
forces. If Seller does not meet the performance
requirements of this Section 9.2.2.1, Seller shall be
subject to Section 9.5.
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9.3 Energy Payments - Second Period
During the Second Period of the Contract Term, Seller shall be
paid a monthly energy payment for Energy delivered by Seller
and purchased by Edison at a rate equal to 100% of Edison's
published avoided cost of energy based on Edison's full
avoided operating cost as updated periodically and accepted by
the Commission, pursuant to the following formula:
monthly energy payment = kWh purchased by Edison for each on-peak, mid-peak,
and off-peak time period defined in Edison's Tariff
Schedule No. TOU-8
x Edison's published avoided cost of energy by time of
delivery for each time period.
Data used to derive Edison's full avoided costs will be made
available to the Seller, to the extent specified by Seller,
upon request.
9.4 Edison shall not be obligated to accept or pay for Energy, and
may request Seller whose Generating Facility is one (1 MW or
greater to discontinue or reduce delivery of Energy, for not
more than 300 hours annually during off-peak hours when (i)
purchases would result in costs greater than those which
Edison would incur if it did not purchase Energy from Seller
but instead utilized an
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equivalent amount of Energy generated from another Edison
source, or ii the Edison Electric System demand would require
that Edison hydro-energy be spilled to reduce generation.
9.5 Energy Payment Refund
If Seller elects energy payment option 2, Seller shall be
subject to the following:
9.5.1 If Seller fails to perform the Contract obligations
for any reason during the First Period of the
Contract Term, or fails to meet the performance
requirements set forth in Section 9.2.2.1, and at the
time of such failure to perform, the net present
value of the cumulative Energy payments received by
Seller pursuant to energy payment option 2 exceeds
the net present value of what Seller would have been
paid pursuant to energy payment option 1, Seller
shall make an energy payment refund equal to the
difference in such net present values in the year in
which the refund is due. The present value
calculation shall be based upon the rate of Edison's
incremental cost of capital specified in
Section 1.12.
9.5.2 Not less than 90 days prior to the Energy is first
delivered to the Point of
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Interconnection, Seller shall provide and maintain a
performance bond, surety bond, performance insurance,
corporate guarantee, or bank letter of credit,
satisfactory to Edison, which shall insure payment to
Edison of the energy payment refund at any time
during the First Period. Edison may, in its sole
discretion accept another form of security except
that in such instance a 1-1/2 percent reduction shall
then apply to the levelized forecast referred to in
Section 9.2.2 in computing payments for Energy.
Edison shall be provided certificates evidencing
Seller's compliance with the security requirements in
Section which shall also include the requirement that
Edison be given 90 days prior written notice of the
expiration of such security.
9.5.3 If Seller fails to provide replacement security not
less than 60 days prior to the date of expiration of
existing security, the energy payment refund provided
in Section 9.5 shall be payable forthwith.
Thereafter, payments for Energy shall be
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100 percent of the monthly energy payment provided in
Section 9.2.1
9.5.4 If Edison at any time determines the security to be
otherwise inadequate, and so notifies Seller,
payments thereafter for Energy shall be 100 percent
of the monthly energy payment provided in Section
9.2.1. If within 30 days of the date Edison gives
notice of such inadequacies, Seller satisfies
Edison's security requirements, energy payment option
2 shall be reinstated. If Seller fails to satisfy
Edison's security requirements within the 30-day
period, the energy payment refund provided in
Section 9.5 shall be payable forthwith.
10. PAYMENT AND BILLING PROVISIONS
10.1 For Energy and capacity purchased by Edison:
10.1.1 Edison shall mail to Seller not later than thirty
days after the end of each monthly billing period (1)
a statement showing the Energy and Contract Capacity
delivered to Edison during the on-peak, mid-peak, and
off-peak periods, as those periods are specified in
Edison's Tariff Schedule No. TOU-8 for that monthly
billing period,
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(2) Edison's computation of the amount due Seller,
and (3 Edison's check in payment of said amount.
10.1.2 If the monthly payment period involves portions of
two different published Energy payment schedule
periods, the monthly Energy payment shall be prorated
on the basis of the percentage of days at each price
10.1.3 If the payment period is less than 27 days or greater
than 33 days, the capacity payment shall be prorated
on the basis of the average days per month per year.
10.1.4 If within thirty days of receipt of the statement
Seller does not make a report in writing to Edison of
an error, Seller shall be deemed to have waived any
error in Edison's statement, computation, and
payment, and they shall be considered correct and
complete.
10.2 For electric service provided by Edison:
10.2.1 Under Operating Option III pursuant to Section 5.1,
standby electric service shall be provided under
terms and conditions of Edison's tariff schedule
indicated below as now in effect or as may hereafter
be
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authorized by the Commission to be revised The
applicable tariff schedules are:
STANDBY TARIFF
SCHEDULE NO. ELECTRIC SERVICE TARIFF
-------------- -----------------------
SCG-1 TOU-8 or XX-0
XXX-0 TOU-8
SCG-3 TOU-8
10.2.1.1 (Applicable to SCG-1 only Standby Demand
for calculation of the standby charge in
SCG-1 as specified in Section 1.9. Edison
reserves the right to adjust the Standby
Demand based on recorded demand during
periods standby power is required.
10.2.1.2 Applicable to SCG-1 only) capacity
rating for determination of standby waiver
qualifications shall be Contract Capacity
plus the maximum electric load served by the
Generating Facility during the on-peak time
period recorded during the preceding
12-month time period.
10.2.1.3 A minimum monthly charge may be established
for standby electric
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service as provided in the tariff schedule
elected in Section 1.9. Said minimum monthly
charge shall be specified in Section 1.9
10.2.2 Under Operating Options II and III pursuant to
Section 5.1, electric service shall be provided under
terms, conditions, and rates of Edison's tariff
schedule indicated below as now in effect or as may
hereafter be authorized by the Commission to be
revised. The applicable tariff schedule is:
XXX-0, XX-0 or
GS-2
The contract demand for calculation of the minimum
demand charge in the applicable tariff schedules is
specified in Section 1.9.
10.2.3 Edison shall commence billing Seller for electric
service rendered pursuant to the applicable tariff
schedule on the date that the Point of
Interconnection is energized.
10.3 Monthly charges associated with Interconnection Facilities
shall be billed pursuant to the Interconnection Facilities
Agreement contained in the Appendix specified in Section 1.10.
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10.4 Energy Payment Refund
Energy payment refund is immediately due and payable upon
Seller's failure to perform the contract obligations as
specified in Section 9.5
11. TAXES
11.1 Seller shall pay ad valorem taxes and other taxes properly
attributable to the Project. If such taxes are assessed or
levied against Edison, Seller shall pay Edison for such
assessment or levy.
11.2 Seller shall pay ad valorem taxes and other taxes properly
attributed to land, land rights, or interest in land for the
Project. If such taxes are assessed or levied against Edison,
Seller shall pay Edison for such assessment or levy.
11.3 Edison shall pay ad valorem taxes and other taxes properly
attributed to Interconnection Facilities they own. If such
taxes are assessed or levied against Seller, Edison shall pay
Seller for such assessment or levy.
11.4 Seller or Edison shall provide information concerning the
Project to any requesting taxing authority
12. TERMINATION
12.1 This Contract shall terminate if Firm Operation does not occur
within 5 years of the date of Contract execution
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13. LIABILITY
13.1 Each Party First Party) releases the other Party Second Party
its directors, officers, employees and agents from any loss,
damage, claim, cost, charge, or expense of any kind or nature
(including any direct, indirect or consequential loss, damage
claim, cost, charge, or expense), including attorneys' fees
and other costs of litigation, incurred by the First Party in
connection with damage to property of the First Party caused
by or arising out of the Second Party's construction
engineering, repair, supervision, inspection, testing,
protection, operation, maintenance replacement,
reconstruction, use or ownership of facilities, to the extent
that such loss, damage, claim, cost, charge, or expense is
caused by the negligence of Second Party, its directors,
officers, employees, agents, or any person or entity whose
negligence would be imputed to Second Party
13.2 Each Party shall indemnify and hold harmless the other Party,
its directors, officers, and employees or agents from and
against any loss, damage, claim, cost, charge, or expense of
any kind or nature including direct, indirect or
consequential loss, damage, claim, cost, charge, or expense),
including attorneys' fees and other costs of litigation,
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incurred by the other Party in connection with the injury to
or death of any person or damage to property of a third party
arising out of the indemnifying Party's construction,
engineering, repair, supervision, inspection, testing,
protection, operation, maintenance, replacement
reconstruction, use, or ownership of its facilities, to the
extent that such loss, damage, claim, cost, charge, or expense
is caused by the negligence of the indemnifying Party, its
directors, officers, employees, agents, or any person or
entity whose negligence would be imputed to the indemnifying
Party; provided, however, that each Party shall be solely
responsible for and shall bear all cost of claims brought by
its contractors or its own employees and shall indemnify and
hold harmless the other Party for any such costs including
costs arising out of any workers compensation law. Seller
releases and shall defend and indemnify Edison from any claim,
cost, loss, damage, or liability arising from any contrary
representation concerning the effect of Edison's review of the
design, construction, operation, or maintenance of the
Project.
13.3 The provisions of this Section 13 shall not be construed so as
to relieve any insurer of
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obligations to pay any insurance claims in accordance with the
provisions of any valid insurance policy.
13.4 Neither Party shall be indemnified under this Section 13 for
its liability or loss resulting from its sole negligence or
willful misconduct.
14. INSURANCE
14.1 Until Contract is terminated, Seller shall obtain and maintain
in force as hereinafter provided comprehensive general
liability insurance, including contractual liability coverage,
with a combined single limit of not less than $1,000,000 each
occurrence. The insurance carrier or carriers and form of
policy shall be subject to review and approval by Edison.
14.2 Prior to the date Seller's Generating Facility is first
operated in parallel with Edison's electric system, Seller
shall i furnish certificate of insurance to Edison, which
certificate shall provide that such insurance shall not be
terminated nor expire except on thirty days prior written
notice to Edison, (ii) maintain such insurance in effect for
so long as Seller's Generating Facility is operated in
parallel with Edison's electric system, and (iii furnish to
Edison an additional insured
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endorsement with respect to such insurance in substantially the
following form:
"In consideration of the premium charged, Southern California
Edison Company (Edison) is named as additional insured with
respect to all liabilities arising out of Seller's use and
ownership of Seller's Generating Facility "The inclusion of
more than one insured under this policy shall not operate to
impair the rights of one insured against another insured and
the coverages afforded by this policy will apply as though
separate policies had been issued to each insured. The
inclusion of more than one insured will not, however, operate
to increase the limit of the carrier's liability Edison will
not, by reason of its inclusion under this policy, incur
liability to the insurance carrier for payment of premium for
this policy.
"Any other insurance carried by Edison which may be applicable
shall be deemed excess insurance and Seller's insurance
primary for all purposes despite any conflicting provisions in
Seller's policy to the contrary.
If the requirement of Section 14.2(iii) prevents Seller from obtaining
the insurance required in
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Section 14.1, then upon written notification by Seller to
Edison Section 14.2(iii shall be waived.
14.3 The requirements of this Section 14 shall not apply to Seller
who is a self-insured governmental agency with established
record of self-insurance.
14.4 If Seller fails to comply with the provisions of this
Section 14, Seller shall, at its own cost, defend, indemnify,
and hold harmless Edison, its directors, officers, employees,
agents, assigns, successors in interest from and against any
and all loss, damage, claim, cost, charge, or expense of kind
or nature including direct, indirect or consequential loss,
damage, claim, cost, charge, or expense, including attorneys'
fees and other costs of litigation resulting from the death
or injury to any person or damage to any property, including
the personnel and property of Edison, to the extent that
Edison would have been protected had Seller complied with all
of the provisions of this Section 14
15. UNCONTROLLABLE FORCES
15.1 Neither Party shall be considered to be in default in the
performance of any of the agreements contained in this
Contract, except for obligations to pay money, when and to the
extent failure of performance shall be caused by an
Uncontrollable Force.
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15.2 If either Party because of an Uncontrollable Force is rendered
wholly or partly unable to perform its obligations under this
Contract, the Party shall be excused from whatever performance
is affected by Uncontrollable Force to the extent so affected
provided that:
(1) the nonperforming Party, within two weeks after the
occurrence of the Uncontrollable Force gives the
other Party written notice describing the particulars
of the occurrence,
2 the suspension of performance is of no greater scope
and of no longer duration than is required by the
Uncontrollable Force
3) the nonperforming Party uses its best efforts to
remedy its inability to perform this subsection shall
not require the settlement of any strike, walkout,
lockout or other labor dispute on terms which, in the
sole judgment of the Party involved in the dispute,
are contrary to its interest. It is understood and
agreed that the settlement of strikes, walkouts,
lockouts or other labor disputes shall be at sole
discretion of the Party having the difficulty.
4) when the nonperforming Party is able to resume
performance of its obligations under this
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Contract, that Party shall give the other Party
written notice to that effect.
15.3 In the event that either Party's ability to perform cannot be
corrected when the Uncontrollable Force is caused by the
actions or inactions of legislative, judicial or regulatory
agencies or other proper authority, this Contract may be
amended to comply with the legal or regulatory change which
caused the nonperformance.
If a loss of Qualifying Facility status occurs due to an
Uncontrollable Force and Seller fails to make the changes
necessary to maintain its Qualifying Facility status, the
Seller shall compensate Edison for any economic detriment
incurred by Edison as a result of such failure.
16. NONDEDICATION OF FACILITIES
Neither Party, by this Contract, dedicates any part of its facilities
involved in this Project to the public or to the service provided under
the Contract, and such service shall cease upon termination of the
Contract
17. PRIORITY OF DOCUMENTS
If there is a conflict between this document and any Appendix, the
provisions of this document shall govern
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Each Party shall notify the other immediately upon the
determination of the existence of any such conflict.
18. NOTICES AND CORRESPONDENCE
All notices and correspondence pertaining to this Contract shall be in
writing and shall be sufficient if delivered in person or sent by
certified mail, postage prepaid, return receipt requested, to Seller as
specified in Section 1.1, or to Edison as follows:
Southern California Edison Company
Xxxx Xxxxxx Xxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: Secretary
notices sent pursuant to this Section 18 shall be effective
when received, and each Party shall be entitled to specify as its
proper address any other address in the United States upon written
notice to the other Party.
19. PREVIOUS COMMUNICATIONS
This Contract contains the entire agreement and understanding between
the Parties, their agents, and employees as to the subject matter of
this contract, and merges and supersedes all prior agreements,
commitments, representations, and discussions between the Parties.
No Party shall be bound to any prior obligations, conditions, or
representations with respect to the subject matter of this Contract.
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20. NONWAIVER
None of the provisions of the Contract shall be considered waived by
either Party except when such waiver is given in writing. The failure
of either Edison or Seller to insist in any one or more instances upon
strict performance of any of the provisions of the Contract or to
take advantage of any of its rights hereunder shall not be construed as
a waiver of any such provisions or the relinquishment of any such
rights for the future, but the same shall continue to remain in full
force and effect.
21. SUCCESSORS AND ASSIGNS
Neither Party shall voluntarily assign its rights nor delegate its
duties under this Contract, or any part of such rights or duties,
without the written consent of the other Party, except in connection
with the sale or merger of a substantial portion of its properties. Any
such assignment or delegation made without such written consent
shall be null and void. Consent for assignment shall not be withheld
unreasonably. Such assignment shall include, unless otherwise specified
therein, all of Seller's rights to any refunds which might become due
under this Contract.
22. EFFECT OF SECTION HEADINGS
Section headings appearing in this Agreement are inserted for
convenience only, and shall not be construed as interpretations of
text.
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23. GOVERNING LAW
This Contract shall be interpreted, governed, and construed under the
laws of the State of California as if executed and to be performed
wholly within the State of California.
24. MULTIPLE ORIGINALS
This Contract is executed in two counterparts, each of which shall be
deemed an original.
SIGNATURES
IN WITNESS WHEREOF, the Parties hereto have executed this Contract this
__________________ of ___________________________________ 19
SOUTHERN CALIFORNIA EDISON COMPANY
[SEAL] By /s/ Xxxxxx X. Xxxxx, Xx.
-------------------------------------
Xxxxxx X. Xxxxx, Xx.
Vice President
ZOND SYSTEMS, INC
By /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Xxxxxx X. Xxxxxxxx
Vice President
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APPENDIX A
INTERCONNECTION FACILITIES AGREEMENT
SELLER OWNED AND OPERATED BASIS
ZOND SYSTEMS, INC.
APPENDIX A
INTERCONNECTION FACILITIES - SELLER OWNED AND OPERATED FACILITY
A.1 Seller shall design, purchase, construct, operate and maintain
Seller owned Interconnection Facilities at its sole expense.
Edison shall have the right to review the design as to the
adequacy of the Protective Apparatus provided. Any additions
or modifications required by Edison shall be incorporated by
Seller.
A.2 Notwithstanding the provisions of Section 13, Seller, having
elected to own, operate, and maintain the Interconnection
Facilities, shall accept all liability and release Edison from
and indemnify Edison against any liability for faults or
damage to Seller's Interconnection Facility, the Edison
electric system and the public as a result of the operation of
Seller's project, except that Edison shall not be indemnified
for its liability or loss resulting from its sole negligence
or willful misconduct.
A.3 Edison shall have the right to observe the construction of
the Interconnection Facilities, and inspect said facilities
after construction is completed at the Seller's expense.
A.4 Facilities which are deemed necessary by Edison for the proper
and safe operation of the Interconnection Facilities and which
Seller desires Edison to own and operate at Seller's expense
shall be provided as
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appendant facilities. Edison shall own, operate and maintain
any necessary appendant facilities which may be installed in
connection with the Interconnection Facilities at Seller's
expense. Edison may, as it deems necessary, modify the
aforementioned facilities at Seller's expense.
A.5 Seller shall install at Seller's expense its portion of the
appendant facilities in accordance with Rule 21. Within 30
days after installation is complete, Seller shall transfer
ownership of the appendant facilities to Edison in a manner
acceptable to Edison.
A.6 Maintenance of facilities referred to in Section A.4 shall be
paid by Seller pursuant to the attached Application and
Contract for Interconnection Facilities Plus Operation and
Maintenance.
A.7 To the extent that Xxxxxx xxxxx it necessary to effect the
arrangements contemplated by this Agreement, Edison may, from
time to time, request the Seller to design, install, operate,
maintain, modify, replace, repair or remove any or all of the
Interconnection Facility. Such equipment and/or Protective
Apparatus shall be treated as Interconnection Facilities and
added to the Interconnection Facilities Contract by amendment
pursuant to Section A.4.
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A.8 Edison shall have the right to review any changes in the
design of the Interconnection Facilities and recommend
modification(s to the design as it deems necessary for proper
and safe operation of the Project when in parallel with the
Edison electric system.
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APPLICATION AND CONTRACT FOR INTERCONNECTION FACILITIES
PLUS OPERATION AND MAINTENANCE
The Seller hereby requests the Southern California Edison
Company (Edison) to provide the appendant facilities described on the last page
hereof and by this reference herein incorporated, hereinafter called
"Interconnection Facilities." Interconnection Facilities as defined and used
herein are a group of Added Facilities which have been designated as
Interconnection Facilities, to accommodate negotiation and preparation of
contracts for parallel generation projects. Interconnection Facilities, as are
Added Facilities, shall be provided in accordance with the applicable Tariff
Schedules of Edison. Such Interconnection Facilities are to be owned operated
and maintained by Edison
In consideration of Edison's acceptance of this application,
Seller hereby agrees to the following:
1. Edison shall have the right to observe the construction of the
Interconnection Facilities and inspect and test said facilities after
construction is completed at the Seller's expense.
2. Seller shall pay a monthly charge for the Interconnection Facilities'
operation and maintenance in the amount of .9% of the added equipment
investment as determined by Edison and as entered by Edison on the last
page hereof. The monthly charge shall be adjusted periodically in
accordance with the pro-rata operation and maintenance
-1- Attachment to Appendix A
ZOND SYSTEMS, INC.
charges for added facilities pursuant to Rule No. 2.H 2b. The monthly
charge may be based upon estimated costs of the Interconnection
Facilities and when the recorded book cost of the Interconnection
Facilities has been determined by Edison, the charges shall be adjusted
retroactively to the date when service is first rendered by means of
such Interconnection Facilities. Additional charges resulting from such
adjustment shall, unless other terms are mutually agreed upon, be
payable within thirty 30 days from the date of presentation of a xxxx
therefor. Any credits resulting from such adjustment will, unless other
terms are mutually agreed upon, be refunded upon demand of Seller.
3. Whenever a change is made in the Interconnection Facilities which
results in changes in the added equipment investment, the monthly
charge will be adjusted on the basis of the revised added equipment
investment. The cost of such change shall be payable by Seller within
sixty (60) days from the date of presentation of a xxxx therefor. The
description of the Interconnection Facilities will be amended by Edison
on the last page hereof to reflect any changes in equipment,
installation and removal cost, amount of added equipment investment,
and monthly charge resulting from any such change in the
Interconnection Facilities or adjustment as aforesaid.
-2- Attachment to Appendix A
ZOND SYSTEMS, INC.
4. The monthly charges payable hereunder shall commence upon the date when
said Interconnection Facilities are available for use but not before
service is first established and rendered through Edison's normal
facilities and shall first be payable when Edison shall submit the
first energy xxxx after such date and shall continue until the
abandonment of such Interconnection Facilities by Seller, subject to
the provisions of Paragraphs 3. and 4. hereof.
5. Seller agrees to utilize said Interconnection Facilities in accordance
with good operating practice and to reimburse Edison for damage to said
Facilities occasioned or caused by the Seller or any of his agents,
employees or licensees. Failure so to exercise due diligence in the
utilization of said Interconnection Facilities will give Edison the
right to terminate this agreement.
6. This Application and Contract for Interconnection Facilities
supplements the appropriate application and contract(s) for electric
service presently in effect between Seller and Edison.
-3- Attachment to Appendix A
ZOND SYSTEMS, INC.
DATED: _________________________________ SELLER: Zond Systems, Inc.
WITNESS: _______________________________ BY: /s/ Xxxxxx X. Xxxxxxxx
--------------------------
Xxxxxx X. Xxxxxxxx
Vice President
Approved and Accepted for
SOUTHERN CALIFORNIA EDISON COMPANY Mail (Address X.X. Xxx 000
Xxxxxxxx, XX 00000
By /s/ Xxxxxx X. Xxxxx, Xx.
----------------------------
Xxxxxx X. Xxxxx, Xx.
Vice President
[SEAL]
-4- Attachment to Appendix A
ZOND SYSTEMS, INC.
SERVICE ADDRESS: Sections 33 and 34, Township 12 North, Range 14 West, SBB&M.
DATE APPLICANT DESIRES INTERCONNECTION FACILITIES
AVAILABLE: 05-01-85
DATE APPLICANT WILL BEGIN CONSTRUCTION OF THE GENERATING FACILITY:
January 1, 1985
DESCRIPTION OF INTERCONNECTION FACILITIES:
Time of use metering
TOTAL COST OF INTERCONNECTION FACILITIES*: ESTIMATED $6,100
ADDED INVESTMENT*: ESTIMATED $6,100
ADDED INVESTMENT: RECORDED BOOK COST $_______________________
ESTIMATED INSTALLATION AND REMOVAL COST*: $-0-
DATE SERVICE FIRST RENDERED BY MEANS OF THE INTERCONNECTION FACILILTIES:
__________________
*Cost estimates are for information purposes only and are not binding unless
provided in writing by Edison pursuant to a written request by Seller.
-5- Attachment to Appendix A
APPENDIX B
FORECAST OF ANNUAL AS-AVAILABLE
CAPACITY PAYMENT SCHEDULE
SOUTHERN CALIFORNIA EDISON COMPANY
LONG TERM STANDARD OFFER
CAPACITY PAYMENT SCHEDULE - FORECAST OF
AS AVAILABLE CAPACITY(1)
Line As Available Capacity(2)
No. Year ($/kW-year)
---- ---- ------------------------
1 1984 76
2 1985 81
3 1986 87
4 1987 94
5 1988 101
6 1989 109
7 1990 117
8 1991 126
9 1992 148
10 1993 158
11 1994 169
SEASONAL TIME OF DELIVERY
Line As-Available Capacity*
No. Year Season Period (CENT/kWh)
---- ---- ------ -------- ----------------------
1. 1984 Summer On-Peak 7.854
2. Mid-Peak 0.120
3. Off-Peak 0.000
4. Winter On-Peak 1.516
5. Mid-Peak 0.424
6. Off-Peak 0.022
----------
(1) This forecast to be used in conjunction with Capacity Payment Option A.
(2) The annual as-available capacity($/kW-yr) will be converted to a
seasonal time-of delivery (CENT/kWh) value that is consistent with
as-available time-of-delivery rates currently authorized by the
Commission for Avoided As-Available Capacity.
* In subsequent years, the annual as-available capacity ($/kW-yr) will be
converted to a seasonal time-of-delivery (CENT/kWh) value that is
consistent with as-available time-of-delivery rates currently
authorized by the Commission for Avoided As-Available Capacity.
APPENDIX C
FORECAST OF ANNUAL MARGINAL COST OF ENERGY
SOUTHERN CALIFORNIA EDISON COMPANY
LONG TERM STANDARD OFFER
ENERGY PAYMENT SCHEDULE - FORECAST OF ANNUAL MARGINAL
COST OF ENERGY(1)
Line Annual Marginal Cost of Energy(2)
No. Year (CENT/kWh)
---- ---- --------------------------------
1 1984 5.6
2 1985 5.7
3 1986 6.0
4 1987 6.4
5 1988 6.9
6 1989 7.6
7 1990 8.1
8 1991 8.6
9 1992 9.3
10 1993 10.1
11 1994 10.9
SEASONAL TIME OF DELIVERY
Line Annual Marginal Cost of Energy*
No. Year Season Period (CENT/kWh)
---- ---- ------ ---------- -------------------------------
1 984 Summer On-Peak 6.1
2 Mid-Peak 5.8
3 Off-Peak 5.5
4. Winter On-Peak 5.7
5. Mid-Peak 5.6
6. Off-Peak 5.5
7. Annual 5.6
----------
(1) This forecast to be used in conjunction with Energy Payment 21
Option 1.
(2) The annual energy payments in the table will be converted to seasonal
time-of-delivery energy payment rates that are consistent with the
time-of-delivery rates currently authorized by the Commission for
Avoided Energy Cost Payments.
* In subsequent years, the annual energy payments in the table will be
converted to seasonal time-of-delivery energy payment rates that are
consistent with time-of-delivery energy payment rates currently
authorized by the Commission for Avoided Energy Cost Payments.
