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Ormat Technologies, Inc. – IPO: ‘S-1/A’ on 9/28/04 – EX-10.3.27

On: Tuesday, 9/28/04, at 9:30am ET · Accession #: 950136-4-3123 · File #: 333-117527

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/28/04  Ormat Technologies, Inc.          S-1/A                 90:15M                                    Capital Systems 01/FA

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment 1 to Form S-1                             HTML   3.29M 
 2: EX-1.1      Form of                                             HTML    194K 
11: EX-10.1.10  Amendment # 1 to Loan Agreement                     HTML     27K 
12: EX-10.1.11  Capital Note                                        HTML     22K 
13: EX-10.1.12  Amendment No. 1 to Capital Note                     HTML     22K 
14: EX-10.1.13  Guarantee Fee Agreement                             HTML     22K 
15: EX-10.1.14  Reimbursement Agreement                             HTML     25K 
16: EX-10.1.15  Services Agreement                                  HTML     40K 
 3: EX-10.1.2   Amended and Restated Bridge Loan Agreement          HTML    100K 
 4: EX-10.1.3   Bank Hapoalim Credit Facility Agreement             HTML    386K 
 5: EX-10.1.4   Credit Agreement Dtd 12/31/02                       HTML    730K 
 6: EX-10.1.5   Credit Agreement Dtd 12/18/03                       HTML   1.09M 
 7: EX-10.1.6   Eximbank Credit Agreement                           HTML    557K 
 8: EX-10.1.7   Indenture                                           HTML    703K 
 9: EX-10.1.8   First Supplemental Indenture                        HTML     39K 
10: EX-10.1.9   Loan Agreement                                      HTML     38K 
84: EX-10.10    Indemnification Agreement                           HTML     46K 
17: EX-10.2.1   Purchase and Sale Agreement                         HTML    360K 
18: EX-10.3.1   Power Purchase Contract                             HTML    121K 
23: EX-10.3.11  Amended and Restated Power Purchase and Sale Agmt   HTML    237K 
24: EX-10.3.13  Power Purchase Contract                             HTML    197K 
25: EX-10.3.14  Amendment No. 1 Power Purchase Contract             HTML     64K 
26: EX-10.3.16  Power Purchase Contract Dtd 4/16/85                 HTML    206K 
27: EX-10.3.17  Amend 1 to Power Purchase Contract Dtd 10/25/85     HTML     46K 
28: EX-10.3.18  Amend 2 to Power Purchase Contract Dtd 12/20/89     HTML     25K 
29: EX-10.3.19  Interconnections Facilities Agreement               HTML     77K 
30: EX-10.3.20  Interconnection Facilities Agreement                HTML     35K 
31: EX-10.3.21  Interconnection Facilities Agreement                HTML     58K 
32: EX-10.3.22  Interconnection Agreement                           HTML     31K 
33: EX-10.3.23  Plant Connection Agreement                          HTML     58K 
34: EX-10.3.24  Plant Connection Agreement                          HTML     96K 
35: EX-10.3.25  Transmission Service Agreement                      HTML     87K 
36: EX-10.3.26  Plant Connection Agreement                          HTML     53K 
37: EX-10.3.27  Plant Connection Agreement                          HTML     61K 
38: EX-10.3.28  Plant Connection Agreement                          HTML     64K 
39: EX-10.3.29  Plant Connection Agreement                          HTML    186K 
19: EX-10.3.3   Power Purchase Contract                             HTML    111K 
40: EX-10.3.30  Plant Connection Agreement                          HTML    187K 
41: EX-10.3.31  Transmission Service Agreement                      HTML     81K 
42: EX-10.3.32  Transmission Service Agreement                      HTML     83K 
43: EX-10.3.33  Transmission Service Agreement                      HTML     85K 
44: EX-10.3.34  Transmission Service Agreement                      HTML    100K 
45: EX-10.3.35  Plant Amendment No. 1                               HTML     28K 
46: EX-10.3.39  Agreement Addressing Renewable Energy Pricing       HTML     74K 
47: EX-10.3.40  Amnd No.1 to Agrt Address Renewable Energy Pricing  HTML     58K 
48: EX-10.3.41  Agreement Addressing Renewable Energy Pricing       HTML     72K 
49: EX-10.3.42  Amend No. 1 to Agrnt Addr Renewable Energy Pricing  HTML     64K 
50: EX-10.3.43  Energy Services Agreement                           HTML     79K 
51: EX-10.3.44  Purchase Power Contract, Dated March 24, 1986       HTML     92K 
52: EX-10.3.45  Firm Capacity Amendment                             HTML     78K 
53: EX-10.3.46  Amendment to Purchase Power Contract                HTML     32K 
54: EX-10.3.47  Third Amendment to Purchase Power Contract          HTML     76K 
55: EX-10.3.48  Performance Agreement                               HTML    167K 
56: EX-10.3.49  Agreement to Design 69 Kv Transmission Lines        HTML     79K 
20: EX-10.3.5   Amendment #1 to Power Purchase and Sales Agreement  HTML     49K 
21: EX-10.3.6   Settlement Agreement                                HTML     37K 
22: EX-10.3.7   Power Purchase Contract Dtd 4/16/85                 HTML    155K 
57: EX-10.4.1   Ormesa Blm Geothermal Resources Lease               HTML    160K 
63: EX-10.4.12  Lease Agreement, Dated 3/17/64                      HTML     89K 
64: EX-10.4.13  Lease Agreement, Dated 2/16/64                      HTML     72K 
65: EX-10.4.18  Geothermal Lease Agreement, Dated 7/18/79           HTML     79K 
66: EX-10.4.19  Lease Agreement                                     HTML     82K 
58: EX-10.4.2   Ormesa Blm License for Electric Power Plant         HTML     42K 
67: EX-10.4.20  Lease Agreement, Dated 6/14/71                      HTML     56K 
68: EX-10.4.21  Lease Agreement                                     HTML     63K 
69: EX-10.4.23  Geothermal Lease Agreement                          HTML     55K 
70: EX-10.4.24  Geothermal Lease Agreement, Dated 8/31/83           HTML    128K 
71: EX-10.4.26  Geothermal Resources Lease - Guisti                 HTML     55K 
72: EX-10.4.27  Amendment to Geothermal Lease                       HTML     27K 
73: EX-10.4.28  Second Amendment to Geothermal Lease                HTML     39K 
74: EX-10.4.29  Geothermal Resources Sublease                       HTML    144K 
59: EX-10.4.3   Geothermal Resources Mining Lease, Dated 2/20/81    HTML    126K 
75: EX-10.4.30  Klp Lease                                           HTML    265K 
76: EX-10.4.31  Klp Lease Amendment No. 1                           HTML    341K 
77: EX-10.4.32  Second Amendment to Klplease                        HTML     25K 
60: EX-10.4.4   Geothermal Lease Agreement, Dated 10/20/75          HTML     55K 
61: EX-10.4.5   Geothermal Lease Agreement                          HTML     78K 
62: EX-10.4.6   Geothermal Resources Lease, Dated 11/18/83          HTML     77K 
78: EX-10.5.1   Engineering, Procurement and Construction Contract  HTML    434K 
79: EX-10.5.3   Engineering, Procurement and Construction Contract  HTML   1.00M 
80: EX-10.5.4   Patent License Agreement                            HTML    144K 
81: EX-10.7     Executive Employment Agreement of Lucien Bronicki   HTML     70K 
82: EX-10.8     Exec Employment Agreement of Yehudit Bronicki       HTML     75K 
83: EX-10.9     Executive Employment Agreement of Yoram Bronicki    HTML     82K 
85: EX-23.1     Consent of Independent Accountants                  HTML     22K 
86: EX-23.3     Consent of Dani Falk                                HTML     21K 
87: EX-23.4     Consent of Edward Muller                            HTML     21K 
88: EX-23.5     Consent of Lester P. Silverman                      HTML     21K 
89: EX-23.6     Consent of Jacob Worenklein                         HTML     21K 
90: EX-99.3     Material Terms Deviations                           HTML     21K

EX-10.3.27 — Plant Connection Agreement

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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                                                                 Exhibit 10.3.27

                                                                       ORMESA IE
                                                                        10-21-88
                                                                  EXECUTION COPY

                           PLANT CONNECTION AGREEMENT

                                     FOR THE

                        ORMESA IE GEOTHERMAL POWER PLANT

                                     BETWEEN

                          IMPERIAL IRRIGATION DISTRICT

                                  AND ORMESA IE

EXECUTION COPY
10-21-88

EX-10.3.27 3rd Page of 19 TOC 1st Previous Next ↓Bottom Just 3rd
                                TABLE OF CONTENTS

SECTION   TITLE                                                            PAGE
-------   -----                                                            ----
   1      PARTIES ........................................................   1

   2      RECITALS .......................................................   1

   3      AGREEMENT ......................................................   2

   4      DEFINITIONS ....................................................   2

   5      EFFECTIVE DATE AND TERM ........................................   3

   6      CONNECTION OF PLANT ............................................   3

   7      ELECTRIC SERVICE TO PRODUCER ...................................   3

   8      METERING OF ENERGY DELIVERIES ..................................   3

   9      PRODUCERS DELIVERY AND ACCEPTANCE OF ENERGY FROM PLANT .........   4

   10     PRODUCER'S GENERAL OBLIGATIONS .................................   4

   11     IID'S GENERAL OBLIGATIONS ......................................   5

   12     BILLING ........................................................   6

   13     AUTHORIZED REPRESENTATIVES .....................................   6

   14     METERS .........................................................   7

   15     CONTINUITY OF SERVICE ..........................................   8

   16     LIABILITY ......................................................   9

   17     UNCONTROLLABLE FORCES ..........................................  10

   18     INTEGRATION AND AMENDMENTS .....................................  11

   19     NON-WAIVER .....................................................  11

   20     NO DEDICATION OF FACILITIES ....................................  12

   21     SUCCESSORS AND ASSIGNS .........................................  12

   22     EFFECT OF SECTION HEADINGS .....................................  12

   23     GOVERNING LAW ..................................................  13

                                       i

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   24     ARBITRATION ....................................................  13

   25     ENTIRE AGREEMENT ...............................................  15

   26     NOTICES ........................................................  15

   27     SEVERAL OBLIGATIONS ............................................  15

   28     SIGNATURE CLAUSE ...............................................  16

          ATTACHMENTS

          EXHIBIT "A" - RATE SCHEDULES GL AND A2 .........................  17

          EXHIBIT "B" - METERING ONE-LINE DIAGRAM ........................  21

                                       ii

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1.   PARTIES

     The parties to this Agreement are IMPERIAL IRRIGATION DISTRICT ("IID"),
organized under the Water Code of the State of California and ORMESA IE
("Producer"), hereinafter referred to individually as "Party", and collectively
as "Parties".

2.   RECITALS

     2.1  Producer intends to construct and operate, as owner or lessee, a
generating facility with a maximum 9 megawatt net operating capacity at the East
Mesa (KGRA), Imperial County, California, and to sell the Plant electrical
output to Southern California Edison Company ("SCE").

     2.2  SCE entered into the Power Purchase Agreement dated July 18, 1984
("Purchase Agreement"), with Republic Geothermal, Inc. ("Republic"). Republic
assigned the Power Purchase Contract to Ormat Systems, Inc. on November 6, 1984
to which assignment SCE consented on December 19, 1984. Ormat Systems, Inc.
assigned the Power Purchase Contract to Owners Geothermal on February 27, 1985
to which assignment SCE consented on July 22, 1985.

     2.3  SCE and Producer agree that the terms and conditions regarding
transmission of the Plant's Energy to an IID/SCE point of interconnection shall
be pursuant to a Transmission Service Agreement to be entered into between IID
and Ormesa Geothermal.

     2.4  Since the Plant will be built in the IID service territory, it will be
convenient to connect the Plant to the IID electric system.

          Producer hereby grants the IID the right to enter the Plant site for
any reasonable purposes connected with this Agreement, by previous arrangements
with the Plant manager. Those reasonable purposes include maintenance and
repairs to IID equipment in Producer's facilities, observing tests of said
facilities, reading of kilowatt-hour meters, and the like.

     2.5  Producer desires to purchase and IID desires to sell the electrical
energy necessary to satisfy the operation and maintenance power consumption
requirements of the Plant for the life of the Plant that is not normally
generated by the Plant itself, or portable generating equipment.

     2.6  The Parties desire, by means of this Agreement, to interconnect the
Plant to the IID electrical system and to establish the terms, conditions and
obligations of the Parties relating to such interconnection.

3.   AGREEMENT

     The Parties agree as follows:

4.   DEFINITIONS

     4.1 Agreement: This Plant Connection Agreement between IID and Producer,
and all Exhibits hereto, as may be amended from time to time.

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     4.2 Authorized Representative: The representative of a Party designated in
accordance with Section 13.

     4.3 Energy: Electric energy in excess of Producer's electric energy
requirements, expressed in kilowatt-hours, generated by the Plant and measured
and delivered to the Point of Delivery.

     4.4 Funding and Construction Agreement: An agreement entered into by IID
and others dated June 29, 1987, providing for the funding and construction of
the Heber-Mirage Transmission Project, to which a form of this Agreement is
attached as Exhibit C.

     4.5 Operation Date: The day on which the Plant Energy is first accepted by
IID for delivery to SCE.

     4.6 Plant: A maximum of 9 MW net operating capacity Geothermal facility
operated by Producer, as owner or lessee, including all associated equipment and
improvements necessary for generating electric energy and transmitting it to the
high voltage side of the power transformer.

     4.7 Point of Delivery: The point on the high voltage side of Producer's
switchyard where IID's metering equipment measures the delivery of Energy to the
IID system as shown on Exhibit "B".

     4.8 System Emergency: A condition on IID'S system which is likely to result
in imminent significant disruption of service to customers or is imminently
likely to endanger life or property.

5.   EFFECTIVE DATE AND TERM

     This Agreement shall become effective upon the Operation Date of the Plant,
and shall remain in effect until the earlier of (i) October 12, 2017, or (ii)
thirty six (36) months from the date the Plant has ceased to operate at the
option of IID. It is understood that (i) if the Completion Date, as the term
Completion Date is defined In Article I of Funding and Construction Agreement
does not occur, or (ii) if the Operation Date does not occur within five (5)
years after the date this Agreement was executed, this Agreement shall be of no
force or effect.

6.   CONNECTION OF PLANT

     6.1 Producer may electrically connect its Plant, in accordance with the
provisions of this Agreement, so that it can operate in parallel with the IID
electric system. Parallel operation will not commence until IID has inspected
and approved the interconnection facilities and operational procedures.

     6.2 Notwithstanding the provision that Producer has furnished the high
voltage switchyard complete, including the high voltage oil circuit breakers and
disconnect switches, the control of the high voltage oil circuit breakers and
disconnect switches shall be under the control of the IID dispatcher.

                                       2

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7.   ELECTRIC SERVICE TO PRODUCER

     IID shall provide electric service to Producer pursuant to Section 12.

8.   METERING OF ENERGY DELIVERIES

     Metering for electric service to Producer and for energy deliveries by
Producer to IID for delivery to SCE shall be at the Point of Delivery as shown
on Exhibit "B." Four meters shall be installed which shall measure and record
flows in each direction as shown on Exhibit "B."

9.   PRODUCER'S DELIVERY AND IID ACCEPTANCE OF ENERGY FROM PLANT

     Whenever electric output from the Plant exceeds Producer's power
requirements, Producer shall deliver all such excess output to IID for delivery
to SCE and IID shall accept such output for delivery to SCE and deliver such
output to SCE pursuant to a transmission service agreement to be entered into
between Ormesa Geothermal and IID.

10.  PRODUCER'S GENERAL OBLIGATIONS

     Producer shall:

     10.1 Operate the Plant in a manner consistent with applicable electric
utility industry standards, good engineering practice, and without degradation
of quality or reliability of service to IID customers.

     10.2 Deliver the Plant's net electrical output to IID for the account of
SCE at the Point of Delivery.

     10.3 Each Party shall provide the reactive kilovolt-ampere (KVA)
requirements of its own system so that there will be no interchange of reactive
KVA between systems. The Parties shall cooperate to control the flow of reactive
KVA to prevent the introduction of objectionable operating conditions on the
system of either Party.

     10.4 Coordinate, to the greatest extent practicable, major overhaul and
inspection outages of the Plant with IID.

     10.5 Give IID a written schedule on or before June 1, and December 1, each
year of the estimated amounts and rates of delivery of energy to be delivered to
IID for the account of SCE at the Point of Delivery during each month of the
succeeding twelve-month (12) period commencing July 1, and January 1.

     10.6 Give IID a written schedule on or before the fifteenth (15th) day of
each month of the estimated amounts and rates of delivery of energy to be
delivered to IID for the account of SCE at the Point of Delivery during each day
of the succeeding calendar month.

     10.7 Give IID a schedule on or before 12:01 p.m. on Tuesday of each
seven-day (7) period of the estimated amounts and rates of delivery of energy to
be delivered to IID for the account of SCE at the Point of Delivery during each
hour of the succeeding seven-day (7) period

                                       3

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commencing at 12:01 a.m. on the following Monday; provided, however, that if any
changes in the hourly deliveries so scheduled become necessary, Producer shall
notify IID of such changes as far in advance as possible.

     10.8 Provide IID any reasonable rights-of-way and access required for
testing and reading of meters by previous arrangement with the Plant manager.

     10.9 Carry out the directions of the Authorized Representatives with
respect to the matters set forth in this Agreement.

11.  IID'S GENERAL OBLIGATIONS

     IID shall:

     11.1 Design, acquire, construct, operate and maintain, or cause to be
designed, acquired, constructed, operated and maintained, and shall own, a
connecting transmission line between IID's transmission system and the Plant.
Following the completion of such line, IID may bill and Producer shall pay IID's
costs of designing, acquiring and constructing such line. Producer shall have
the right to audit IID's records and accounts to verify the cost of such line.

     11.2 Accept the Plant's net electrical output for the account of SCE at the
Point of Delivery and simultaneously deliver an equal amount of electric energy
(less applicable transmission losses) to the SCE system at IID/SCE point(s) of
interconnection.

     11.3 Coordinate, to the greatest extent practicable, major overhaul and
inspection outages of IID transmission facilities with Producer and notify
Producer of any changes as far in advance as possible.

     11.4 Carry out the directions of the Authorized Representative with respect
to the matters set forth in this Agreement.

     11.5 Operate its system in a manner consistent with applicable utility
industry standards and good engineering practices.

12.  BILLING

     12.1 IID shall read the meters monthly according to its regular meter
reading schedule beginning no more than thirty (30) days after the date that
electric energy is first supplied to Producer. IID monthly shall send Producer
within ten (10) working days after the meter is read a bill for electric
service. Producer shall pay IID the total amount billed within thirty (30) days
of receipt of the bill.

     12.2 IID shall bill Producer for Producer's consumption of energy from
IID's resources in accordance with Rate Schedule GL or Rate Schedule A-2, as
applicable, as it may be revised from time to time. Copies of current Rate
Schedule GL and current Rate Schedule A-2 are attached as Exhibit "A."

                                       4

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     12.3 If Producer disputes a bill, payment shall be made as if no dispute
existed pending resolution of the dispute by the Authorized Representatives. If
the bill is determined to be in error, the disputed amount shall be refunded by
IID including interest at the rate of one and one-half percent (1 1/2%) per
month, compounded monthly, from the date of payment to the date the refund check
or adjusted bill is mailed.

13.  AUTHORIZED REPRESENTATIVES

     13.1 Within thirty (30) days after the date this Agreement is signed, each
Party shall designate, by written notice to the other Party, an Authorized
Representative who is authorized to act in its behalf in the implementation of
this Agreement and with respect to those matters contained herein which are the
functions and responsibilities for the Authorized Representatives. Either Party
may, at any time, change the designation of its Authorized Representative by
written notice to the other Party.

     13.2 IID's Authorized Representative shall develop detailed written
procedures necessary and convenient to administer this Agreement within six (6)
months after the date signed. Such procedures shall be submitted to Producer's
Authorized Representative for review, comment, discussion and concurrence before
they are put into effect. Such procedures shall include, without limitation: (i)
communication between Producer and IID's electric system dispatcher with regard
to daily operating matters, (ii) billing and payments, (iii) specified equipment
tests, and (iv) operating matters which affect or may affect quality and
reliability of service to electric customers and continuity of deliveries to
SCE.

     13.3 The Authorized Representative shall have no authority to modify any of
the provisions of this Agreement.

14.  METERS

     14.1 All meters shall be sealed and the seal shall be broken only upon
occasions when the meters are to be inspected, tested or adjusted.

     14.2 IID shall inspect and test all meters upon their installation and at
least once every year thereafter. If requested to do so by Producer, IID shall
inspect or test a meter more frequently than every year, but the expense of such
inspection or test shall be paid by Producer unless the meter is found to
register inaccurately by more than two percent (2%) from the measurement made by
a standard meter. Each Party shall give reasonable notice to the other Party of
the time when any inspection or test shall take place and that Party may have
representatives present at the test or inspection. If a meter is found to be
inaccurate or defective, it shall be adjusted, repaired or replaced in order to
provide accurate metering. All adjustments due to inaccurate meters shall be
limited to the preceding six (6) months.

     14.3 If a meter fails to register, or if the measurement made by a meter
during a test varies by more than two percent (2%) from the measurement made by
the standard meter used in the test, adjustment shall be made correcting all
measurements made by the inaccurate meter for:

          (i)  the actual period during which inaccurate measurements were made,
               if the period can be determined, or if not,

                                       5

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          (ii) the period immediately preceding the test of the meter equal to
               one-half (1/2) the time from the date of the last previous test
               of the meter; provided, however, that the period covered by the
               correction shall not exceed six (6) months.

     14.4 Producer shall telemeter information to IID's Dispatch Center
regarding the kilowatts, kilowatt-hours, kilovars and kilovar-hours delivered to
or received from IID at the Point of Delivery over phone line leased by
Producer.

          IID shall purchase, own, and shall design, install, operate, maintain,
or cause to be designed, installed, operated, and maintained, equipment to
automatically transmit from the Plant to IID's Dispatch Center continuous values
of Plant output expressed as megawatts, megavars and megawatt-hours. IID may
thereupon bill and Producer shall promptly pay IID's cost of design, purchase
and installation of said equipment. Producer shall have the right to audit IID's
records and accounts to verify the cost of said equipment.

15.  CONTINUITY OF SERVICE

     IID shall not be obligated to accept and IID may require Producer to
temporarily curtail, interrupt or reduce deliveries of energy upon advance
notice to Producer, when such curtailment, interruption or reduction is required
in order for IID to construct, install, maintain, repair, replace, remove,
investigate or inspect any of its equipment or any part of its system or if IID
determines that such curtailment, interruption or reduction is necessary because
of a System Emergency, forced outages or abnormal operating conditions on its
system. IID shall use reasonable efforts to keep interruptions and curtailments
to a minimum time.

16.  LIABILITY

     16.1 Except for any loss, damage, claim, costs, charge or expense 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.

     16.2 For the purpose of this Section 16, 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:

                                       6

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          16.2.1 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.

          16.2.2 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.

          16.2.3 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.

     16.3 Willful Action does not include any act or failure to act which is
merely involuntary, accidental or negligent.

     16.4 The phrase "employees having management or administrative
responsibility," as used in Section 16.2, 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.

     16.5 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.

17.  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, which by exercise of due diligence such 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.

                                       7

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18.  INTEGRATION AND AMENDMENTS

     This Agreement constitutes the entire agreement between the Parties
relating to the interconnection of Producer's Plant to IID's electric system,
the acceptance of energy by IID from Producer and the providing of electric
service by IID. No oral agreement or prior written agreement between the Parties
shall be of any effect whatsoever; provided, however, that any arrangements
agreed upon by the Authorized Representatives within the limits of their
authority, and consistent with this Agreement shall be binding upon the Parties.
All changer to this Agreement shall be in writing and shall be signed by an
officer of each Party.

19.  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.

20.  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 that any such undertaking under any provision of this Agreement by a
Party shall cease upon the termination of its obligations hereunder.

21.  SUCCESSORS AND ASSIGNS

     21.1 This Agreement shall be binding upon and inure to the benefit of the
respective successors and assigns of the Parties.

     21.2 This Agreement may be assigned by Producer only (i) to a purchaser or
co-owner of the Plant or to a person who will operate the Plant pursuant to a
contract or other arrangement with such purchaser and in either case 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
the Plant or any electrical transmission facilities associated therewith.
Producer and IID agree that nothing in this Section 21.2 may be amended,
modified or waived without the prior written consent of each and every Party to
the Funding and Construction Agreement (except for any Parties in default
thereunder).

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.

                                       8

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23.  GOVERNING LAW

     This Agreement shall be interpreted, governed and construed under the laws
of the State of California or the laws of the United States, as applicable.

24.  ARBITRATION

     24.1 Any dispute arising out of or relating to this Agreement, or the
breach thereof, which is not resolved by the Parties acting through their
Authorized Representatives shall be settled by arbitration to the extent
permitted by the laws applicable to the Parties; provided, however, that no
Party to the dispute shall be bound to any greater extent than any other Party
to the dispute. Arbitration shall not apply to any dispute or matter that is
within the jurisdiction of any regulatory agency.

     24.2 Any demand for arbitration shall be made by written notice to the
other Party setting forth in adequate detail the nature of the dispute, the
issues to be arbitrated, the amount or amounts, if any, involved In the dispute,
and the remedy sought. Within twenty (20) days from the receipt of such notice,
the other Party may submit its own written statement of the dispute and may set
forth in adequate detail any additional related matters or issues to be
arbitrated.

     24.3 Within thirty (30) days after delivery of the written notice demanding
arbitration, the Parties acting through their Authorized Representatives shall
meet for the purpose of selecting an arbitrator. The Parties may agree upon a
single arbitrator, but in the event that they cannot agree, three arbitrators
shall be used. Each Party shall designate one arbitrator, and the two
arbitrators shall then select a third arbitrator. All arbitrators shall be
persons skilled and experienced in the field in which the dispute has arisen and
no person shall be eligible for appointment as an arbitrator who is or has been
an officer or employee of either of the Parties or otherwise interested in the
matter to be arbitrated. Should either party refuse or neglect to appoint an
arbitrator or to furnish the arbitrators with any papers or information
demanded, the arbitrators are empowered, by both Parties, to proceed without the
participation or assistance of that Party.

     24.4 Except as otherwise provided in this Section, the arbitration shall be
governed by the rules and practices of the American Arbitration Association, or
a similar organization if the American Arbitration Association should not at the
time exist.

     24.5 Arbitration proceedings shall be held in Imperial, California, at a
time and place to be selected by the arbitrators. The arbitrators shall hear
evidence submitted by the Parties and may call for additional information which
shall be furnished by the Party having such information. The arbitrators shall
have no authority to call for information not related to the Issues included in
the dispute or to determine other issues not in dispute.

     24.6 If there is only one arbitrator, his decision shall be binding and
conclusive on the Parties. If there are three arbitrators, the decision of any
two shall be binding and conclusive. The decision of the arbitrators shall
contain findings regarding the issues involved in the dispute, including the
merits of the positions of the Parties, the materiality of any default, and the
remedy or relief to which a Party shall be entitled. The arbitrators may not
grant any remedy or relief

                                       9

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which is inconsistent with this Agreement, nor shall the arbitrators make
findings or decide issues not in dispute.

     24.7 The fees and expenses of the arbitrators shall be shared equally by
the Parties, unless the decision of the arbitrators specifies some other
apportionment. All other expenses and costs of the arbitration shall be borne by
the Party incurring such expenses and costs.

     24.8 Any decision or award granted by the arbitrators shall be final and
judgement may be entered on it in any court of competent jurisdiction. This
agreement to arbitrate shall be specifically enforceable.

25.  ENTIRE AGREEMENT

     25.1 The complete agreement of the Parties is set forth in this Agreement
and all communications regarding subject interconnected operations whether oral
or written, are hereby abrogated and withdrawn.

26.  NOTICES

     Any formal communication or notice in connection with this Agreement shall
be in writing and shall be deemed properly given if delivered in person or sent
first class mail, postage prepaid to the person specified below:

                          ORMESA IE
                          c/o Plant Manager
                          P.O. Box 819
                          El Centro, California 92244

                          IMPERIAL IRRIGATION DISTRICT
                          c/o General Manager
                          P.O. Box 937
                          Imperial, California 92251

27.  SEVERAL OBLIGATIONS

     Except where specifically stated in this Agreement to be otherwise, the
duties, obligations and liabilities of the Parties are intended to be several
and not joint or collective. Nothing contained in this Agreement shall ever be
construed to create an association, trust, partnership or joint venture, or
impose a trust or partnership duty, obligation or liability on or with regard to
either Party. Each Party shall be individually and severally liable for its own
obligations under this Agreement.

                                       10

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28.  SIGNATURE CLAUSE

     The Parties have caused this Agreement to be executed in their respective
names, in duplicate, by their respective officers hereunto this _________ day of
____________________, 1988.

                                       ORMESA IE

                                       By AMOR V, Managing General Partner

                                       By /s/ Indecipherable
                                          -------------------------------------

                                       Its V. President
                                           ------------------------------------

ATTEST:

By /s/ Indecipherable
   -----------------------------------
              Secretary

                                       IMPERIAL IRRIGATION DISTRICT

                                       By  /s/ Indecipherable
                                          -------------------------------------
                                          President, Board of Directors

                                       ATTEST:

By  /s/ Larry E. Beck
   -----------------------------------
              Secretary

                                       11

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                                   EXHIBIT "A"

IMPERIAL IRRIGATION DISTRICT                               Revised Sheet No. 166
   Imperial, California                                 Cancelling Sheet No. 139

                                  SCHEDULE A-2
                         GENERAL WHOLESALE POWER SERVICE

APPLICABILITY

     Applicable to general wholesale power service for industrial, commercial
     and agricultural purposes, subject to special conditions hereinafter
     stated.

     Applicable to standby or breakdown service where the entire electric power
     requirements on the customer's premises are not regularly supplied by the
     District.

MONTHLY RATE

     The monthly rate shall be the sum of A, B, C and D.

     A.   Demand Charge .................. $2.52 per kilowatt of Billing Demand

     B.   Energy Charge................... 5.60CENTS per kwh.

     C.   Energy Cost Adjustment -
               The amount computed in accordance with Schedule ECA.

     D.   Power Factor Adjustment -
               A charge of $0.25 per kilovar of reactive demand as measured by
               the incoming kilovar demand meter for each kilovar in excess of
               .60 times the kilowatt demand measured and supplied by the
               District.

MINIMUM CHARGE

     The minimum charge shall be the demand charge, but in no case shall the
     minimum charge be less than the demand charge (A) multiplied by 75% of the
     highest maximum demand established in the preceding 11 months.

SPECIAL CONDITIONS

     (a)  Voltage: This schedule applies to service rendered at a transmission
          voltage of 34.5-kV or above. It shall be the responsibility of the
          customer to furnish transformation to any other voltages required.

     (b)  Billing Demand: The billing demand shall be the kilowatts of measured
          maximum demand but in no case less than 75 percent of the highest
          maximum demand established in the preceding 11 months. The measured
          maximum demand in any month will be the average kilowatt delivery
          indicated or recorded by the District's demand meter in the 15-minute
          interval in which such delivery is greater than any other 15-minute
          interval. In case the load is intermittent or subject to violent
          fluctuations, the District may base the demand upon a 5-minute
          interval instead of a 15-minute interval.

Board Resolution                       -17-                       Date Effective
July 3, 1984                                                      August 1, 1984

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IMPERIAL IRRIGATION DISTRICT                               Revised Sheet No. 167
   Imperial, California                                 Cancelling Sheet No. 139

                            SCHEDULE A-2 (Continued)
                         GENERAL WHOLESALE POWER SERVICE

     (c)  A minimum connected load of 5000 kw shall be required.

     (d)  Parallel Operation: A customer may operate its generating plant in
          parallel with the District's system if such customer installs and
          operates such control and protective equipment as required by the
          District.

     (e)  Metering: The District will provide the normal metering equipment for
          the size and type of load served. Additional metering which may be
          required by the District shall be furnished by the customer and tested
          in accordance with requirements of the District. Meters shall not
          allow reverse registration.

     (f)  Regulations Governing Sale of Electric Energy: Service under this rate
          schedule is subject to the District's Regulations Governing the Sale
          of Electric Energy.

Board Resolution                       -18-                       Date Effective
July 3, 1984                                                      August 1, 1984

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                                   EXHIBIT "A"

IMPERIAL IRRIGATION DISTRICT                               Revised Sheet No. 152
   Imperial, California                                 Cancelling Sheet No. 137

                                   SCHEDULE GL
                              LARGE GENERAL SERVICE

APPLICABILITY

          Applicable to general service having a demand of 100 kilowatts or
higher. Not applicable for standby, supplemental or resale service.

MONTHLY RATE

          The monthly rate shall be the sum of A, B and C.

     A.   Demand Charge ................... $2.65 per kilowatt of Billing Demand

     B.   Energy Charge.................... 5.90CENTS per kwh

     C.   Energy Cost Adjustment -
               The amount computed in accordance with Schedule ECA.

SPECIAL CONDITIONS

          (a)  Voltage: Service under this schedule normally will be supplied at
               standard voltage available at the location. Where 240-volt three-
               phase power is to be combined with single-phase, and 4-wire
               service is available, service will be supplied through one meter.
               In 240-volt areas, where, as determined by District, it is not
               practical to provide a 4-wire service, such single-phase and
               three-phase service will be supplied and metered separately, the
               meter readings, both kwh and demands, being combined for the
               purpose of computing charges on this schedule. Where service is
               taken at 480-volts or higher, a three-phase service at one
               voltage only will be supplied.

          (b)  Billing Demand: The billing demand shall be the higher of (i) the
               highest 15-minute integrated or thermal kilowatt demand measured
               during the billing period, or (ii) 50% of highest demand measured
               during the five summer months (May-September) of the 12-months
               ending with the current month, or (iii) 20% of the highest
               measured demand during the seven winter months (October-April) of
               the 12-months ending with the current month, or (iv) the demand
               specified in a contract, or (v) 50 kilowatts.

               When the monthly demand exceeds 100 KW in any billing month,
               billing will be under Rate Schedule GL, and thereafter continue
               under Rate Schedule GL until monthly demands have been less than
               100 KW for a period of twelve consecutive months.

Board Resolution                       -19-                     Date Effective
January 18, 1983                                                February 1, 1983

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                                   EXHIBIT B
                                   ---------

                [Graphic: Simplified Switch Connection Diagram]

                                                   Imperial Irrigation District:

                                     Ormesa 1, 1E & 1H - L.L.D. One Line Diagram

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Dates Referenced Herein

		Referenced-On Page
This ‘S-1/A’ Filing	Date	First	Last	Other Filings

	10/12/17	6		None on these Dates
Filed on:	9/28/04
				List all Filings

2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/25/22  Ormat Technologies, Inc.          10-K       12/31/21  143:66M                                    RDG Filings/FA
 2/26/21  Ormat Technologies, Inc.          10-K       12/31/20  144:33M                                    RDG Filings/FA

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Filing Submission 0000950136-04-003123 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Ormat Technologies, Inc. – IPO: ‘S-1/A’ on 9/28/04 – EX-10.3.27

On: Tuesday, 9/28/04, at 9:30am ET · Accession #: 950136-4-3123 · File #: 333-117527

Previous ‘S-1’: ‘S-1’ on 7/21/04 · Next: ‘S-1/A’ on 10/22/04 · Latest: ‘S-1/A’ on 11/10/04 · 2 References: By: Ormat Technologies, Inc. – ‘10-K’ on 2/25/22 for 12/31/21 By: Ormat Technologies, Inc. – ‘10-K’ on 2/26/21 for 12/31/20

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1Filing Table of Contents

EX-10.3.27 — Plant Connection Agreement

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Dates Referenced Herein

2 Subsequent Filings that Reference this Filing

Previous ‘S-1’: ‘S-1’ on 7/21/04 · Next: ‘S-1/A’ on 10/22/04 · Latest: ‘S-1/A’ on 11/10/04 · 2 References:

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents