Exhibit 10.3.25
TRANSMISSION SERVICE AGREEMENT
FOR ALTERNATIVE RESOURCES
BETWEEN
IMPERIAL IRRIGATION DISTRICT
AND
SECOND IMPERIAL GEOTHERMAL COMPANY
AGREE/SIGC.TSA
10/20/92
TABLE OF CONTENTS
SECTION TITLE PAGE
------- ----- ----
1 PARTIES 1
2 RECITALS 1
3 AGREEMENT 1
4 DEFINITIONS 1
5 TERM 3
6 TRANSMISSION SERVICE 4
7 TRANSMISSION LOSSES 8
8 CHARGES 9
9 BILLING AND PAYMENT 10
10 LIABILITY 12
11 AUDITING 14
12 AUTHORIZED REPRESENTATIVES 14
13 NO DEDICATION OF FACILITIES 14
14 NON-WAIVER 15
15 NO THIRD PARTY RIGHTS 15
16 UNCONTROLLABLE FORCES 15
17 ASSIGNMENTS 16
18 GOVERNING LAW 17
19 NOTICES 17
20 SIGNATURE CLAUSE 17
EXHIBIT I - DEVELOPMENTS AND METHODOLOGIES FOR TRANSMISSION SERVICE CHARGES AND
SCHEDULING FEE
EXHIBIT II - TRANSMISSION SERVICE FOR THE SIGC POWER PLANT
1. PARTIES: The parties to this Agreement are IMPERIAL IRRIGATION DISTRICT
("IID"), organized under the Water Code of the State of California and SECOND
IMPERIAL GEOTHERMAL COMPANY, a "Producer"), hereinafter referred to individually
as "Party", and collectively as "Parties".
2. RECITALS: This Agreement is made with reference to the following facts, among
others:
2.1 Producer has caused to be constructed or intends to construct an
alternative energy resource facility located in IID's service area.
2.2 Producer and IID have entered into a Plant connection Agreement.
2.3 Producer desires to purchase, and IID desires to sell firm transmission
service of power from the Plant to Edison's Mirage Substation subject to the
terms and conditions specified herein.
2.4 Producer is in the process of arranging for an institutional lender to
finance Producer's construction of the aforementioned alternative energy
resource facility. Such financing is expected to occur pursuant to a closing on
or prior to November 30, 1992 ("Closing"). Simultaneously with Closing, or
immediately thereafter, Producer will execute documentation necessary to become
a party to the Funding and Construction Agreement, dated June 29, 1987,
providing for the funding and construction of transmission lines within IID's
service area. It is agreed that this Agreement shall not become effective until
the execution of such Funding and Construction Agreement.
3. AGREEMENT: The Parties agree as follows:
4. DEFINITIONS: The following terms when used herein with initial
capitalization, whether in the singular or plural, shall have the meanings
specified:
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4.1 Agreement: This IID-SIGC Transmission Service Agreement for Alternative
Resources between Second Imperial Geothermal Company and IID, and all Exhibits
attached hereto, as such Agreement may subsequently be amended for firm
transmission service between the Plant and Edison's Mirage Substation.
4.2 Authorized Representative: The representative of a Party designated in
accordance with Section 12.
4.3 Date of Initial Service: The date when the output from the Plant is
first available for delivery to Edison, as notified to IID pursuant to Section
5.2.
4.4 Edison: Southern California Edison Company.
4.5 Funding and Construction Agreement: The Funding and construction
Agreement dated June 29, 1987 entered into by IID and others, to which a form of
this Agreement is attached as Exhibit 2.
4.6 Maximum Transmission Service Entitlement: The Maximum Transmission
Service Entitlement for the Plant, as specified in Exhibit II and in any
subsequent Plant Amendments.
4.7 Normal Transmission Capacity: The maximum transfer capability,
expressed in megawatts (MW), from the Point of Receipt to the Point of Delivery.
Such transfer capability, as determined by IID, in its sole judgment shall be
consistent with prudent operating procedures and with generally-accepted
engineering and operating practices in the electrical utility industry.
4.8 Operating Transmission Capability: The maximum transfer capability,
expressed in megawatts (MW), available to IID at any given time to transmit
power from Point of Receipt to Point of Delivery. Such transfer capability shall
be as determined by IID in its sole judgment, may vary from time-to-time
depending on system conditions, and shall be consistent with
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prudent operating procedures and generally-accepted engineering and operating
practices in the electrical utility industry.
4.9 Plant: An electrical generating alternative energy resource facility
developed by Producer for which IID shall provide transmission service, as
specified in Exhibit II and in any subsequent Plant Amendments.
4.10 Plant Amendment: An agreement reached by the Parties, as an amendment
to this Agreement, for transmission service to be provided by IID for the Plant
added by Producer or for Producer's account subsequent to the execution of this
Agreement.
4.11 Plant Connection Agreement: An agreement between IID and Producer
providing for the connection of the Plant to IID's electrical system, as
specified in Exhibit II and in any subsequent Plant Amendments.
4.12 Point(s) of Delivery: The 230 kV switchrack at the Mirage Substation
site where Edison's 230 kV facilities are attached to IID's 230 kV
Coachella-Mirage Line or other points as may be mutually agreed upon by the
Authorized Representatives.
4.13 Point of Receipt: The point on the high voltage side of the Plant's
transformer where IID's metering equipment measures the delivery of energy to
the IID system.
4.14 Transmission Service Entitlement: The amount of transmission service,
expressed in megawatts (MW), provided by IID for the Plant, from the applicable
Point of Receipt to the applicable Point(s) of Delivery.
5. TERM:
5.1 Unless otherwise agreed to by the Parties, this Agreement shall be
effective on the date on which it is executed and shall remain in effect until
thirty years after the Plant achieves Firm Operation, as such term is defined in
Section 2.17 of the Power Purchase Contract dated
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April 16, 1985, between Second Imperial Geothermal Company and Southern
California Edison Company.
5.2 The Transmission Service Entitlement to be provided by IID for the
Plant shall be contingent on a Plant Connection Agreement being in effect.
Transmission service for the Plant shall commence on the Date of Initial Service
of such Plant. Producer's Authorized Representative shall give IID's Authorized
Representative written notice of the Date of Initial Service at least thirty
(30) days before the Date of Initial Service.
6. TRANSMISSION SERVICE:
6.1 Subject to the terms of this Agreement, IID shall provide to Producer
and Producer shall purchase from IID transmission service over IID's
transmission system for the Plant. IID shall make arrangements with Edison to
provide, at Producer's or Edison's expense, for the transfer of the electrical
power to be delivered to Edison hereunder from IID's transmission system to
Edison's transmission system at the Point(s) of Delivery.
6.2 The Transmission Service Entitlement for the Plant shall be the Maximum
Transmission Service Entitlement for such Plant specified in Exhibit II or any
subsequent Plant Amendments, or such lesser amount as may be established as
follows. Beginning on the Date of Initial Service for the Plant, Producer shall
be entitled to specify a Transmission Service Entitlement by Advance written
notice given to IID's Authorized Representative at least thirty (30) days prior
to the Date of Initial Service. The Transmission Service Entitlement to be
provided by IID subsequent to the Date of Initial Service may be adjusted at six
(6) month intervals thereafter until two (2) years after the Date of Initial
Service for such Plant (the "Trial Period"). Such adjustments shall be made by
having Producers' Authorized Representative give IID's Authorized Representative
a ninety (90) day advance written notice as to the adjustment
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required. Beginning two (2) years after the Date of Initial Service for such
Plant, Producer shall be entitled to specify a Transmission Service Entitlement
for each successive 2-year period during the remaining term of this Agreement by
written notice from Producer's Authorized Representative to IID's Authorized
Representative given at least ninety (90) days prior to the beginning of each
2-year period.
6.3 The Transmission Service Entitlement selected by Producer for the Plant
in accordance with Section 6.2 may be any amount which is less than or equal to
the Maximum Transmission Service Entitlement for such Plant specified in Exhibit
II or any subsequent Plant Amendments, provided, however, that the following
shall apply to the Plant after the Trial Period for such Plant has elapsed.
6.3.1 If (i) the sum of the Transmission Service Entitlements for all
Plants which are no longer in their Trial Periods is less than the sum of the
Maximum Transmission Service Entitlements for such Plants, as shown in Exhibit
II and in any subsequent Plant Amendments, (the "Aggregate Maximum Transmission
Service Entitlement"), and (ii) provided that IID requires additional capacity
for transmitting electric power to Edison's transmission system for another
person (or, following the Credit Installment Period as defined in the Funding
and Construction Agreement, for itself) and (iii) IID's use of such required
capacity would be in conflict with Producer's right as provided herein to
increase the sum of the Transmission Service Entitlements for such Plants to the
Aggregate Maximum Transmission Service Entitlement, then IID shall so notify
Producer in writing, specifying in such notice the portion, expressed in
megawatts (MW), of the excess of the Maximum Transmission Service Entitlement
over the Transmission Service Entitlement for each such Plant which it desires
to use as stated above. Producer shall have ninety (90) days after receipt of
IID's notice to notify IID in writing that it
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desires to increase the Transmission Service Entitlements of such Plants. To the
extent that Producer does not elect to increase the Transmission Service
Entitlement of each such Plant up to the Maximum Transmission Service
Entitlement for such Plant, IID shall be entitled to use such unclaimed capacity
to satisfy the transmission requirements specified in its notice to Producer,
and to the extent that IID does so, Producer shall thereafter be foreclosed from
increasing the Transmission Service Entitlement for such Plant in a manner which
would conflict with such usage by IID.
6.3.2 IID shall treat Producer and each other person who has entered
into a transmission service agreement similar in substance to this Agreement in
a fair and nondiscriminatory manner in requesting additional transmission
capacity as provided in this Section 6.3. Without limiting the generality of the
foregoing, IID shall request additional transmission capacity from Producer and
such other persons on a pro rata basis, in proportion to the aggregate Maximum
Transmission Service Entitlement for each person less the sum of the
Transmission Service Entitlements for each of such persons' generating plants
which is no longer in a Trial Period.
6.4 In the event that the Original Capacity Nomination designated by
Producer (or the Participant associated with Producer) is adjusted pursuant to
Section 3.07 of the Funding and Construction Agreement, the Parties agree to
amend this Agreement in such a way that the sum of the Maximum Transmission
Service Entitlements for all Plants hereunder is equal to such Original Capacity
Nomination as so adjusted. As used in this Section 6.4, the terms Original
capacity Nomination and participant shall have the meanings assigned to them in
Article I of the funding and Construction Agreement.
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6.5 IID reserves the right to interrupt or curtail the transmission service
provided hereunder as follows:
6.5.1 If the Operating Transmission Capability is reduced to less than
Normal Transmission Capacity from a Point of Receipt to a Point of Delivery, and
when continuity of service within IID's service area is not being jeopardized,
IID may curtail the transmission service currently being provided from such
Point of Receipt to such Point of Delivery, to an amount "A" determined by the
following formula:
Operating Transmission Capability
A = --------------------------------- x Transmission Service Entitlement
Normal Transmission Capacity
The transmission service for each Plant affected shall be curtailed by
multiplying the Transmission Service Entitlement in accordance with Exhibit II
and in any subsequent Plant Amendments by the same percentage (expressed as a
decimal as used in the determination of "A". However, any such curtailment shall
occur only after IID has made all reasonable efforts to eliminate the cause of
the reduction in Operating Transmission Capability, and IID shall then employ
reasonable efforts to eliminate expeditiously the cause of said reduction.
6.5.2 If continuity of service within IID's control area is being
jeopardized, as determined by IID in its sole judgment, IID may interrupt or
curtail the transmission service provided hereunder to the extent necessary to
avoid or eliminate such jeopardy; provided that (i) such interruptions or
curtailments may be made so that IID may fully utilize all generating resources
owned by it or available to it under contract in order to avoid damage to IID's
electrical system caused by overloading, (ii) such interruption or curtailment
shall occur only after IID has made all reasonable efforts to avoid or eliminate
such jeopardy and (iii) to the extent feasible any curtailment of transmission
service provided hereunder from a Point of Receipt to a Point of Delivery shall
be made in accordance with the formula set forth in Section 6.5.1.
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6.6 If IID's efforts do not avoid or eliminate such jeopardy, the Parties
shall endeavor to develop some other arrangement to avoid or eliminate such
jeopardy and minimize the effects of IID's interruption or curtailment on both
parties.
6.7 In the event of any curtailments or interruptions made pursuant to
Section 6.5.1 or Section 6.5.2, Producer shall, immediately after being orally
notified by IID, reduce the electrical output of the Plants by the amounts
requested by IID.
6.8 The transmission service to be provided by IID and purchased by
Producer for each Plant shall not exceed the Transmission Service Entitlement
for that Plant.
6.9 Subject to Section 6.5, IID shall, during the periods that IID has
agreed to provide the transmission service at the specified Transmission Service
Entitlements, accept hourly scheduled energy deliveries at each Point of Receipt
and simultaneously deliver the same amount of energy (less transmission losses
as provided herein) at the Point(s) of Delivery mutually agreed upon by the
Parties' dispatchers and/or schedulers.
6.10 Hourly scheduled energy deliveries at each Point of Receipt shall
conform with the practices and procedures developed by the Parties dispatchers
and schedulers and agreed to by the Authorized Representatives.
7. TRANSMISSION LOSSES:
7.1 IID shall determine, by transmission power flow analysis, the
electrical losses (expressed as a percent amount of hourly scheduled energy
deliveries) associated with the electrical output from each Plant. Such analysis
shall be performed by IID at its sole expense. The initial percent amount, for
each Plant, representing the electrical losses as determined herein shall be as
specified in Exhibit II and in any subsequent Plant Amendments.
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7.2 Unless otherwise agreed to by Producer's and IID's schedulers and
dispatchers, IID shall reduce the amount of all hourly scheduled energy
deliveries for Producer or Producer's account by the percent amount of such
hourly deliveries for each Plant in accordance with Exhibit II and in any
subsequent Plant Amendments.
7.3 If either Party believes that there has been a significant change in
IID's electrical system and the electrical losses associated with any Plant
should be redetermined, either Party's Authorized Representative may submit a
written request to the other Party's Authorized Representative that the
electrical losses be redetermined. Following such request, a transmission flow
analysis shall be performed by IID as approved by the Authorized Representatives
and paid for by the requesting Party. Whenever the percent amount for electrical
losses is redetermined, such percent amount shall become effective as of the
first day of the month following the date of such redetermination; provided,
that such a redetermination may be no sooner than twelve (12) months after the
most recent redetermination. My redetermination of electrical losses made
pursuant to this Section 7 shall be based on conditions in existence at the time
of such redetermination.
7.4 Along with the monthly billing pursuant to Section 9.1, for the
transmission service for each Plant, IID shall submit a monthly summary of
hourly scheduled energy deliveries and of electrical losses for each Plant.
8. CHARGES:
8.1 For transmission service provided by IID, Producer shall pay IID at a
rate to be determined by IID pursuant to the methodologies specified in Exhibit
I. The initial rate is specified in Exhibit I-A and revisions thereto will be
specified in any subsequent Plant Amendments. Any specific facility charge to
Producer for connecting the Plant(s) to the IID
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transmission system shall be included only in the Plant Connection Agreement(s)
between IID and Producer.
8.2 The transmission rate shall be reviewed annually and may be revised.
Any revision of the rates shall be based on the methodologies in Exhibit I.A and
on the conditions in existence at the time of the revision. Producer shall have
the right to review any exhibits or work papers prepared by IID to revise the
rates.
8.3 An initial monthly scheduling fee, as specified in Exhibit II and
revisions thereto specified in any subsequent Plant Amendments, shall be paid by
Producer to IID for those months in which there were scheduled energy deliveries
from the Plant. The initial scheduling fee has been determined by IID pursuant
to the methodology specified in Exhibit I.B. The scheduling fee shall be
reviewed annually and may be revised. Any revision of the scheduling fee shall
be based on the methodology in Exhibit I.B and on the conditions in existence at
the time of the revision. Producer shall have the right to review any exhibits
or work papers prepared by IID to revise the scheduling fee.
9. BILLING AND PAYMENT:
9.1 IID shall render bills to Producer, beginning in the month of the Date
of Initial Service, on or before the fifteenth (15th) day of each month for the
transmission service to be provided during the month. Producer shall pay such
bills within twenty (20) days after receipt thereof.
All payments by Producer shall be sent to:
Imperial Irrigation District
c/o Manager, Finance & Accounting
X.X. Xxx 000
Xxxxxxxx, XX 00000
All xxxxxxxx by IID shall be sent to
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Second Imperial Geothermal Company
000 Xxxxxx Xxxxxx, Xxxxx X
Xxx Xxxxx, XX 00000
9.2 Either Party's Authorized Representative may at any time, by advance
written notice to the other Party's Authorized Representative, change the
address to which payments or xxxxxxxx shall be sent.
9.3 Bills which are not paid in full by said due date shall thereafter bear
an additional charge of one and one-half percent (1-1/2%) per month, or the
maximum legal rate of interest, whichever is less, compounded monthly on the
unpaid amount prorated by days from the due date until payment is received by
IID.
9.4 In the event any portion of any xxxx is disputed, the disputed amount
shall be paid when due under protest. If the protested portion of the payment is
found to be incorrect by the Authorized Representatives, the dispute amount
shall be paid by IID to Producer, including interest at the rate of 1-1/2% per
month, or the maximum legal rate, whichever is less, compounded monthly from the
data of payment by Producer to the date the refund check or adjusted xxxx is
received by Producer.
9.5 For a fractional part of a calendar month at the beginning or end of
the period for which the transmission service is provided hereunder, the charge
pursuant to Section 8.1 shall be proportionately adjusted by the ratio of days
that service is furnished by IID to Producer during such month to the total
number of days in such month.
9.6 The charge for the transmission service pursuant to Section 8.1 shall
be proportionately reduced to the extent the duration of the interruptions or
curtailments of the transmission service which may concur pursuant to Section
6.5.1 or Section 6.5.2 exceed a cumulative total of twenty-four (24) hours
during any calendar month based on 730 hours per month representing the full
transmission service charge. The amount of such pro rata reduction
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in any month shall reflect the duration and amount of such interruptions or
curtailments which exceed said cumulative 24 hours. Such pro rata reduction
shall be reflected as a credit to Producer as soon as possible in a subsequent
monthly xxxx.
9.7 The charge for the transmission service shall not be reduced if IID can
deliver, but Edison's transmission system cannot receive, the hourly scheduled
energy deliveries independent of the duration of time this condition exists.
10. LIABILITY
10.1 Except for any loss, damage, claim, costs, charge or expanse resulting
from Willful Action, neither Party (the "released Party"), its directors or
other governing body, officers or employees shall be liable to the other Party
for any loss, damage, claim, cost, charge, or expense of any kind or nature
incurred by the other Party (including direct, indirect or consequential loss,
damage, claim, cost, charge or expense; and whether or not resulting from the
negligence of a Party, its directors or other governing body, officers,
employees or any person or entity whose negligence would be imputed to a Party)
from engineering, repair, supervision, inspection, testing, protection,
operation, maintenance, replacement, reconstruction, use or ownership of the
released Party's electrical system, Plant(s) or associated facilities in
connection with the implementation of this Agreement. Except for any loss,
damage, claim, cost, charge or expense resulting from Willful Action, each Party
releases the other Party, its directors or other governing body, officers and
employees from any such liability.
10.2 For the purpose of this Section 10, Willful Action shall be defined as
action taken or not taken by a Party at the direction of its directors or other
governing body, officers or employees having management or administrative
responsibility affecting its performance under this Agreement, as follows:
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10.2.1 Action which is knowingly or intentionally taken or not taken
with conscious indifference to the consequences thereof or with intent that
injury or damage would result or would probably result therefrom.
10.2.2 Action which has been determined by final arbitration award or
final judgment or judicial decree to be a material default under this Agreement
and which occurs or continues beyond the time specified in such arbitration
award or judgment or judicial decree for curing such default or, if no time to
cure is specified therein, occurs or continues thereafter beyond a reasonable
time to cure such default.
10.2.3 Action which is knowingly or intentionally taken or not taken
with the knowledge that such action taken or not taken is a material default
under this Agreement.
10.3 Willful Action does not include any act or failure to act which is
merely involuntary, accidental or negligent.
10.4 The phrase "employees having management or administrative
responsibility," as used in Section 10.2, means the employees of a Party who are
responsible for one or more of the executive functions of planning, organizing,
coordinating, directing, controlling and supervising such Party's performance
under this Agreement with responsibility for results.
10.5 Subject to the foregoing provisions of this Section 16, each Party
agrees to defend, indemnify and save harmless the other Party, its officers,
agents, or employees against all losses, claims, demands, costs or expenses for
loss of or damage to property, or injury or death of persons, which directly or
indirectly arise out of the indemnifying Party's performance pursuant to this
Agreement; provided, however, that a Party shall be solely responsible for any
such losses, claims, demands, costs or expenses which result from its sole
negligence or Willful Action.
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11. AUDITING:
11.1 IID shall make its books, records, and other supporting information,
as requested, available to Producer or to Producer's designated contracted
representative(s) with a CPA firm, for the purpose of auditing any charges or
accounts to be kept by IID hereunder. All such audits shall be undertaken at
reasonable times and in conformance with generally-accepted auditing standards.
11.2 If as a result of such audits Producer believes its charges or
accounts should be adjusted, the findings shall be presented to the Authorized
Representatives. If the Authorized Representatives agree that any audit finding
should result in a revision of charges or accounts, such revisions shall be
retroactive to the first billing for such charges and accounts and shall be made
as soon as practical after determination.
11.3 The amount of any unresolved dispute shall accrue interest at the rate
of one and one-half percent (1-1/2%) per month, or the maximum legal rate,
whichever is less, compounded monthly for any amount of money ultimately
refunded to Producer.
12. AUTHORIZED REPRESENTATIVES: Within thirty (30) calendar days after the
Completion Date, as defined in Article I of the Funding and Construction
Agreement, each Party shall designate by written notice to the other Party a
representative who is authorized to act on its behalf in the implementation of
this Agreement. Either Party may at any time change the designation of its
Authorized Representative by written notice to the other Party.
13. NO DEDICATION OF FACILITIES: Any undertaking by one Party to the other Party
under any provision of this Agreement shall not constitute the dedication of the
system or any portion thereof by the Party to the public or to the other Party,
and it is understood and agreed
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that any such undertaking under any provision of this Agreement by a Party shall
cease upon the termination of its obligations hereunder.
14. NON-WAIVER: None of the provisions of this Agreement shall be considered
waived by either Party except when such waiver is given in writing. The failure
of either Party to insist in any one or more instances upon strict performance
of any of the provisions of this Agreement 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 and remain in full force and effect.
15. NO THIRD PARTY RIGHTS: The Parties do not intend to create rights in or to
grant remedies to any Third Party or others as a beneficiary of this Agreement
or of any duty, covenant, obligation or undertaking established hereunder.
16. UNCONTROLLABLE FORCES: Neither Party shall be considered to be in default in
the performance of any of its obligations under this Agreement when a failure of
performance shall be due to an uncontrollable force. The term "uncontrollable
force" shall mean any cause beyond the control of the Party affected including,
but not restricted to, failure of or threat of failure of facilities which have
been maintained in accordance with generally-accepted engineering and operating
practices in the electrical utility industry, flood, drought, earthquake,
tornado, storm, fire, pestilence, lightning and other natural catastrophes,
epidemic, war, riot, civil disturbance or disobedience, strike, labor dispute,
labor or material shortage, sabotage, government priorities and restraint by
court order or public authority (whether valid or invalid) and actions or
nonaction by or inability to obtain or keep the necessary authorizations or
approvals from any governmental agency or authority, the failure or inability of
Edison to receive the electric power to be transmitted hereunder at the Point(s)
of Delivery, which by exercise of due diligence such
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Party could not reasonably have been expected to avoid and which by exercise of
due diligence it has been unable to overcome. Nothing contained herein shall be
construed as to require a Party to settle any strike or labor dispute in which
it may be involved. Either Party rendered unable to fulfill any of its
obligations under this Agreement by reason of an uncontrollable force shall give
prompt written notice of such fact to the other Party and shall exercise due
diligence to remove such inability with all reasonable dispatch.
17. ASSIGNMENTS:
17.1 Any assignment by Producer of its interest in this Agreement which is
made without the written consent of IID (which shall not be unreasonably
withheld) shall not relieve Producer from its primary liability for any of its
duties and obligations hereunder, and in the event of any such assignment
Producer shall continue to remain primarily liable for payment of any and all
money due IID hereunder and for the performance and observance of all other
covenants, duties and obligations to be performed and observed hereunder by it
to the same extent as though no assignment has been made.
17.2 Notwithstanding any provision of Section 17.1 to the contrary, prior
to the end of the Credit Installment Period, as defined in Article I of the
Funding and Construction Agreement, Producer's right to transmission service
under this Agreement with respect to the Plant may be assigned only (i) to a
purchaser or co-owner of such Plant or to a person who will operate such plants
pursuant to a contract or other arrangement with such purchaser and in either
case only with the prior written consent of IID (which shall not be unreasonably
withheld) or (ii) for security purposes, to a bank or other entity which
provides financing for such Plant or any electrical transmission facilities
associated therewith. Producer and IID agree that nothing in this Section 17.2
may be amended, modified or waived without the prior written consent of each and
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every party to the Funding and Construction Agreement (except for any parties in
default thereunder).
17.3 Whenever an assignment of Producer's interest in this Agreement is
made with the written consent of IID, Producer's assignee shall expressly assume
in writing the duties and obligations hereunder of Producer and, within thirty
(30) days after any such assignment and assumption of duties and obligations,
Producer shall furnish or cause to be furnished to IID a true and correct copy
of such assignment and assumption of duties and obligations.
17.4 Subject to the foregoing restrictions on assignments, all of the terms
of this Agreement shall be binding upon and inure to the benefit of both of the
Parties and their respective successors, permitted assigns and legal
representatives.
18. GOVERNING LAW: This Agreement shall be interpreted, governed by and
construed under the laws of the State of California or the laws of the United
States, as applicable.
19. NOTICES: Any notice, demand or request provided for in this Agreement, or
served, given or made in connection with it, shall be in writing and shall be
deemed properly served, given or made if delivered in person or sent by United
States mail, postage prepaid, to the persons specified below unless otherwise
provided for in this Agreement:
IMPERIAL IRRIGATION DISTRICT
c/o General Manager
X.X. Xxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
SECOND IMPERIAL GEOTHERMAL PLANT
000 Xxxxxx Xxxxxx, Xxxxx X
Xxx Xxxxx, XX 00000
Either Party may at any time, by notice to the other Party, change the
designation or address of the person so specified as the one to receive notices
pursuant to this Agreement.
20. SIGNATURE CLAUSE
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The Parties have caused this Agreement to be executed in their respective
names, in duplicate, by their respective officers hereunto this 27th day of
October, 1992.
SECOND IMPERIAL GEOTHERMAL COMPANY
By /s/ Xxxxx X. Xxxxxx, Xx.
----------------------------------
ATTEST:
By /s/ F. Xxxx Xxxxxxx
---------------------------
Secretary
IMPERIAL IRRIGATION DISTRICT
By /s/ Indecipherable
----------------------------------
ATTEST:
By /s/ Indecipherable
---------------------------
Secretary
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