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Ormat Technologies, Inc. – IPO: ‘S-1/A’ on 9/28/04 – EX-10.3.24

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:   

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  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-10.3.24   —   Plant Connection Agreement

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

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EXHIBIT 10.3.24 PLANT CONNECTION AGREEMENT FOR THE SECOND IMPERIAL GEOTHERMAL COMPANY POWER PLANT BETWEEN IMPERIAL IRRIGATION DISTRICT AND SECOND IMPERIAL GEOTHERMAL COMPANY
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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 4 7 ELECTRIC SERVICE TO PRODUCER 4 8 METERING OF ENERGY DELIVERIES 4 9 PRODUCER'S DELIVERY AND IID ACCEPTANCE 4 10 PRODUCER'S GENERAL OBLIGATIONS 5 11 IID'S GENERAL OBLIGATIONS 6 12 BILLING 7 13 AUTHORIZED REPRESENTATIVES 8 14 METERS 9 15 CONTINUITY OF SERVICE 10 16 LIABILITY 11 17 UNCONTROLLABLE FORCES 13 18 INTEGRATION AND AMENDMENTS 14 19 NON-WAIVER 14 i
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20 NO DEDICATION OF FACILITIES 14 21 SUCCESSORS AND ASSIGNS 15 22 EFFECT OF SECTION HEADINGS 15 23 GOVERNING LAW 15 24 ARBITRATION 16 25 ENTIRE AGREEMENT 18 26 NOTICES 18 27 SEVERAL OBLIGATIONS 19 28 SIGNATURE CLAUSE 19 ATTACHMENTS ----------- EXHIBIT "A" - RATE SCHEDULES GL AND A2 EXHIBIT "B" - METERING ONE-LINE DIAGRAM 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 SECOND IMPERIAL GEOTHERMAL COMPANY ("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 geothermal generating facility with a maximum 33.0 megawatt net operating capacity at the Heber KGRA, Imperial County, California, and to sell the Plant electrical output to Southern California Edison Company ("SCE"). 2.2 SCE has entered into the Power Purchase Agreement dated April 16, 1985, ("Purchase Agreement") with Producer, to purchase all the electrical output from the Plant. 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 Producer. 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
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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 their 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. 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. 2
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4.4 Operation Date: The day on which the Plant Energy is first accepted by IID for delivery to SCE. 4.5 Plant: A maximum of 33.0 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. 4.6 Point of Delivery: The point on the high voltage side of Producer's switchyard when IID's metering equipment measures the delivery of Energy to the IID system as shown on Exhibit "B". 4.7 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) thirty years after the plant achieves firm operation as such term is defined in Section 2.17 of the Power Purchase Contract dated April 16th, 1985 between Second Imperial Geothermal Company and Southern California Edison Company, or (ii) thirty six (36) months from the date the Plant has ceased to operate at the option of IID. It is understood that 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. 3
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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. 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 Producer and IID. 4
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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 5
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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 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. 6
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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." 7
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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. 8
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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, 9
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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 10
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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: 11
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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 12
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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 13
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prompt written notice of such fact to the other Party and shall exercise due diligence to remove such inability with all reasonable dispatch. 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 changes 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 14
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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. 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. 15
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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 16
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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 which is inconsistent with this Agreement, nor shall the arbitrators make findings or decide issues not in dispute. 17
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24.7 The fees and expenses of the arbitrators shall be shared equally by the Parties, unless the decision of the arbitrator 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: SECOND IMPERIAL GEOTHERMAL COMPANY 343 Second Street, Suite N Los Altos, CA 94022 IMPERIAL IRRIGATION DISTRICT c/o General Manager P.O. Box 937 Imperial, California 92251 18
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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. 28. SIGNATURE CLAUSE 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/ James W. Porter Jr. -------------------------------------- ATTEST: By: /s/ Indecipherable ---------------------------------- Secretary IMPERIAL IRRIGATION DISTRICT By: /s/ Indecipherable -------------------------------------- President, Board of Directors ATTEST: By: /s/ Indecipherable ---------------------------------- Secretary 19
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EXHIBIT "A" IMPERIAL IRRIGATION DISTRICT Imperial, California 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, D and E. A. Demand Charge ........ $2.52 per kilowatt of Billing Demand B. Energy Charge ........ 5.60 CENTS per kwh. C. Energy Cost Adjustment - The amount computed in accordance with Schedule ECA. D. System Development Rate - The amount computed by multiplying the System Development Rate by the total kwh. E. 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. Page 1 of 2 Board Resolution Date Effective January 31, 1991 February 1, 1991
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IMPERIAL IRRIGATION DISTRICT Imperial, California Schedule A-2 GENERAL WHOLESALE POWER SERVICE (Continued) (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. (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. Page 2 of 2 Board Resolution Date Effective January 31, 1991 February 1, 1991
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EXHIBIT "A" IMPERIAL IRRIGATION DISTRICT Imperial, California 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, C and D. A. Demand Charge ................. $2.65 per kilowatt of Billing Demand B. Energy Charge ................. 5.90 CENTS per kwh C. Energy Cost Adjustment - The amount computed in accordance with Schedule ECA. D. System Development Rate - The amount computed by multiplying the System Development Rate by the total kwh. 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. Page 1 of 2 Board Resolution Date Effective January 31, 1991 February 1, 1991
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IMPERIAL IRRIGATION DISTRICT Imperial, California SCHEDULE GL LARGE GENERAL SERVICE (Continued) 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. (c) Seasonal Loads: When any customer disconnects service and resumes service within 12-months from date of last disconnection, the customer will be required to pay all charges which would have been billed if the customer had not been disconnected. (d) Wind Machines: Wind machines for frost protection may be served under this schedule provided the load will be limited to existing unused capacity of lines and substations as determined by the District. Provisions (ii), (iii) and (v) of (b) shall not apply to wind machines. (e) Vacuum Cooling Loads: Portable vacuum cooling loads will be served on existing facilities where adequate capacity is available provided the customer pays any up-and-down cost necessary to provide service and deposits a nonrefundable amount equal to the minimum charge for the succeeding 12-month period. One twelfth of such deposit will be applied or prorated to any monthly billing during the l2-month period. (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. Page 2 of 2 Board Resolution Date Effective January 31, 1991 February 1, 1991
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Exhibit B [Graphic: Simplified Switch Connection Diagram of Imperial Irrigation District to Second Imperial Geothermal Company] 8
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HEBER SIGC POWER PROJECT EXHIBIT H Attachment 11/24/92 Please attach this to Exhibit H - Plant Connection Agreement
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EXHIBIT I DEVELOPMENTS AND METHODOLOGIES FOR THE TRANSMISSION AND SUBTRANSMISSION SERVICE CHARGES AND SCHEDULING FEE EXHIBIT I.A DEVELOPMENT AND METHODOLOGY FOR THE 92-KV, 161-KV AND 230-KV TRANSMISSION SERVICE CHARGE EXHIBIT I.B METHODOLOGY FOR THE 34.5-KV SUBTRANSMISSION SERVICE CHARGE EXHIBIT I.C METHODOLOGY AND CALCULATION OF SCHEDULING FEE EI-1
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EXHIBIT I.A DEVELOPMENT AND METHODOLOGY FOR THE 92-161-230-KV TRANSMISSION SERVICE CHARGE EI.A-1 DEVELOPMENT Plant Investment Transmission @ 12-31-83: OC (2)..................................................... $ 20,700,415 RCN (3).................................................... $ 88,300,000 Adjusted Investment Weighted Plant (4)............................................ $ 40,980,291 Transmission Plant Additions (1984-1991) (9).................. $ 86,825,654 Transmission Credit to Rate Base through 12-31-90............. $ 9,950,621 Transmission Credit to Rate Base During 1991 $5,645,726 x 600-40 ------ 600......................................... $ 5,269,344 General Plant (Allocated) (5)................................. $ 3,937,700 M&S (Allocated) (6)........................................... $ 4,160,284 ------------ Total Adjusted Investment (TAI)............................ $151,123,894 Annual Cost Fixed Cost @ 9.694% X TAI (1)................................. $ 14,649,950 Transmission O&M (Allocated) (7).............................. $ 1,930,022 A&G (Allocated) (8)........................................... $ l,527,049 ------------ Total Annual Cost.......................................... $ 18,107,021 Annual Peak Load (KW) (Includes Wheeling of 492,000 KW)....... 1,009,000 Cost per KW per Year.......................................... $ 17.95 Cost per KW per Month......................................... $ 1.50 EI-2
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EI.A-2 METHODOLOGY (1) Fixed cost @ 9.694% based on 6.897% interest rate, 33-year amortization and 1.25 coverage. This rate is based on the average interest rate for the year 1991 as obtained from the "Merrill Lynch 500 Municipal Bond Index Power." (2) OC = Original Cost; see under Total Original Cost, EI-7 (3) RCN = Reproduction Cost New; see under "Total RCN," EI-7 (4) Weighted Plant = 70% OC + 30% RCN (5) General Plant (Allocated) = General Plant x Transmission O&M (Allocated) + Dispatching -------------------------------------------------- (Production O&M Excluding Fuel) + (Distribution O&M) + (Transmission O&M) + (Customer Accounting & Services) + (Dispatching) = $27,736,022 x $1,930,022 - $714,354 -------------------------------------------------------- $6,160,517 -$7,153,105 +$2,018,790 +$2,579,455 +$714,350 = $27,736,022 x $ 2,644,376 = $ 3,937,700 ----------- $18,626,221 (6) M&S (Allocated) = M&S x Transmission OC -------------------- Total Electric Plant = $11,638,051 x $165,436,326 ------------ $462,794,466 = $ 4,160,284 EI-3
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EI.A-2 (Continued) (7) Transmission O&M (Allocated) = Transmission O&M x Transmission OC ------------------------ Total Transmission Plant = $2,018,790 x $165,436,326 ------------ $173,045,273 = $1,930,022 (8) A&G (Allocated) = A&G x Transmission O&M (Allocated) + Dispatching ------------------------------------------------ (Production O&M Excluding Fuel) + (Distribution of _____ + (Transmission O&M) + (Dispatching) + (Customer Accounting and Services) = $10,756,097 x $ 2,644,376 ----------- $18,626,221 = $1,527,049 (9) IID Transmission Plant Additions: 1984: $ 4,430,251 1985: $ 1,613,927 1986: $30,826,399 1987: $ 2,925,708 1988: $ 3,090,073 1989: $13,835,199 1990: $20,272,548 1991: $ 9,831,549 ------ ----------- TOTAL: $86,825,654 EI-4
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-------------------- IID-EDISON Transmission Service Agreement for Alternative Energy Resources -------------------- IMPERIAL IRRIGATION DISTRICT ELECTRIC PLANT INVESTMENT DECEMBER 31, 1991 Original Reserved for Depreciated Cost Depreciation Value ------------ ------------ ------------ Production Plant: Steam $ 30,278,622 $ 23,851,041 $ 6,427,581 Hydro 51,246,414 20,741,676 30,504,738 Diesel 5,071 -- 5,071 Gas turbines 21,098,788 9,584,036 11,514,752 ------------ ------------ ------------ Total production plant 102,628,895 54,176,753 48,452,142 ------------ ------------ ------------ Transmission Plant: Transmission 165,436,326 31,203,205 134,233,121 Subtransmission 7,608,947 2,969,309 4,639,638 ------------ ------------ ------------ Total transmission plant 173,045,273 34,172,514 138,872,759 ------------ ------------ ------------ Distribution Plant: Land and land rights 589,504 589,504 Structures and improvements 4,736,127 872,005 3,864,122 Station equipment 40,863,687 9,506,020 31,357,667 Poles, towers and fixtures 23,625,121 6,834,162 16,790,959 Overhead conductors and devices 19,256,219 7,719,708 11,536,511 Underground conduit 1,161,303 229,200 932,103 Underground conductors and devices 22,138,225 3,028,074 19,110,151 Line transformers 27,274,739 10,176,621 17,098,118 Services 6,896,965 2,974,220 3,922,745 Meters 7,981,467 2,794,026 5,187,441 Street lighting and signal system 3,414,932 1,627,564 1,787,368 ------------ ------------ ------------ Total distribution plant 157,938,289 45,761,600 112,176,689 ------------ ------------ ------------ General plant 27,736,022 4,531,366 23,204,656 Intangible plant 49,379 49,379 Donations in aid of construction - P.W.A. Grant 2,080,920 (2,080,920) Contributions in aid of construction 1,590,228 (1,590,228) ------------ ------------ ------------ Total electric plant in service 461,397,858 142,313,381 319,084,477 ------------ ------------ ------------ Electric plant acquisition adjustment 719,334 719,334 Electric plant held for future use 577,274 371,130 306,144 ------------ ------------ ------------ Total electric plant $462,794,466 $143,403,845 $319,390,621 ============ ============ ============ Materials and supplies $ 11,638,051 ============ __ Deductions ELECTRIC. INV EI-5
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SUMMARY POWER OPERATION AND MAINTENANCE EXPENSE 1991 ------------------------------ IID-EDISON Transmission Service Agreement for Alternate Energy Resources ------------------------------ Fuel and Purchased Other Power Operation Maintenance Other Total ----------- ---------- ----------- ----------- ------------ PRODUCTION Steam Generation El Centro Steam Plant $10,488,112 $1,560,070 $ 2,044,057 $ $ 14,092,239 Hydraulic Generation AAC Drops 887,469 1,094,339 $ 6,160,517 1,981,808 Other 107,756 107,756 Other Generation 338,815 119,035 347,791 805,641 Purchased Power 61,059,300 61,059,300 Other Production Expense 739,354 739,354 ----------- ---------- ----------- ----------- ------------ Total Production Expense 71,886,227 3,305,928 3,593,943 78,786,098 Transmission Plant 554,279 1,464,511 2,018,790 Distribution 1,870,803 5,282,302 7,153,105 Customer Accounting 2,579,455 2,579,455 General & Administrative 10,756,097 10,756,097 ----------- ---------- ----------- ----------- ------------ Total Power O & M $71,886,227 $5,731,010 $10,340,756 $13,335,552 $101,293,545 =========== ========== =========== =========== ============ POWEROM.EXP EI-6
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____________________________ REPRODUCTION COST ______________ (Costs In Millions Of Dollars) IID Edison Transmission Service Agreement for Alternative Resorces ORIGINAL NET TEAM COST ADDITIONS HWI TRANSLATOR ACX ----- -------- --------- --- ---------- --- 1938 0.15 0.15 22 11.23 ILLEGIBLE 1939 0.24 0.09 22 11.__ 1940 0.2_ 0.02 22 11.__ 1941 0.2_ 0.00 23 11.04 1942 0.55 0.29 2_ 10.__ 1943 1.78 1.23 2_ 10.16 1944 2.0_ 0.27 2_ 10.16 1945 1.91 -0.14 26 9.77 1946 1.__ -0.06 29 8.76 1947 2.13 0.28 34 7.47 1948 2.32 0.1_ 37 6.86 1949 3.4_ 1.13 38 6.68 1950 4.35 0.90 40 6.35 1951 4.49 0.14 45 5.64 1952 _.07 1.58 46 5.__ 1953 _.23 0.1_ 49 5.__ 1954 _.79 0.__ 50 5.08 1955 7.__ 1.04 52 4.__ 1956 8.__ 0.53 56 4.54 1957 9.__ 1.58 __ 4.46 1958 10.__ 0.22 __ 4.31 1959 10.__ 0.48 60 4.__ 1960 10.__ 0.31 60 4.23 1961 11.03 0.00 39 4.31 1962 11.7_ 0.73 39 4.31 1963 11.80 0.04 29 4._1 1964 12.00 0._0 61 4.16 1965 12.__ 0._0 64 3.__ 1966 12.26 0._0 67 3.79 1967 12.46 0.10 70 3.63 1968 13.10 0._4 73 3.__ 1969 13.33 0.20 70 3.26 1970 14.22 0._9 83 3.06 1971 14.43 0.21 89 2.__ 1972 14.47 0.04 93 2.73 1973 14.59 0.12 100 2.__ 1974 __.__ 0.60 124 2.__ 1975 __.__ 0.02 145 1.75 1976 15.32 0.11 1__ 1.61 1977 15.59 0.27 17_ 1.40 1978 15.71 0.12 174 1.__ 1979 __.__ 0.14 199 1.__ 1980 16.14 0.__ 211 1.__ 1981 18.10 2.04 220 1.1_ 1982 __.__ 1.90 245 1.14 1983 __.__ 0.62 254 1.__ ----- ----- --- ---- TOTAL __.__ __.70 ___ 4.__
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EXHIBIT I.B EI.B.A METHODOLOGY FOR 34.5-KV SUBTRANSMISSION SERVICE CHARGE 1. Original Cost (OC): OC = Current Cost ($/mile) x 1964 HW ------- 1991 HW Current cost/mile = $37,371 HW = Handy Whitman Index for Total Transmission Plant for the Pacific Region 1964 HW = 61 1991 HW = 314 OC = $37,371/mile x 61 = $7,260/mile --- 314 2. O&M = 3% of OC 3. A&G = 1% of OC 4. Annual Fixed Cost (AFC) = 10.21% of OC; 10.21% is as defined in EI.A - 2(1) 5. Transmission Loading (TL) = Absolute value of line loadings 6. $/KW - Year = $/year divided by TL 7. For mileage, see EI-11
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EI.B-1 DEVELOPMENT OF SERVICE CHARGES FOR GEM GEOTHERMAL PLANT UNIT NO. 1 A. East Mesa to Magma (Tap) Miles x OC = 6.37 x $7,260/mile = $46,246 AFC = 0.1021 x $42,246 = $4,722 TL = 10,000 KW O&M = 0.03 x $42,246 = $1,387 $/KW - Year = $0.6571 A&G = .01 x $42,246 = $ 462 $/KW - Month = $0.0548 ------ $/Year = $6,571 B. Magma (Tap) to Maggio Miles x OC = 3.6 miles x $7,260/mile = $26,136 AFC = 0.1021 x $26,136 = $2,668 TL = 8,000 KW O&M = .03 x $26,136 = $ 784 $/KW - Year = $0.4642 A&G = .01 x $26,136 = $ 261 $/KW - Month = $0.0387 $/Year = $3,713 C. Maggio to Holtville Miles x OC = 0.73 x $7,260/mile = $5,300 AFC = 0.1021 x $5,300 = $541 TL = 6,400 KW O&M = .03 x $5,300 = $159 $/KW - Year = $0.1177 A&G = .01 x $5,300 = $ 53 $/KW - Month = $0.0098 $/Year = $753 Summary of Charges A + B + C = $(.0548 + .0387 + .0098) = $0.1033/KW - Month Rounded to $0.10/KW - Month
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EI.B-2 DEVELOPMENT OF SERVICE CHARGES EARTH ENERGY GEOTHERMAL PLANT UNIT NO. 1 A. Salton Sea to Calipatria: Miles x OC = 10.8 miles x $7,260/mile = $78,408 AFC = 0.1021 x $78,408 = $ 8,005 TL = 10,000 KW O&M = .03 x $78,408 = $ 2,352 $/KW - Year = $1.1141 A&G = .01 x $78,408 = $ 784 $/KW - Month = $0.0928 ------- $/Year = $11,141 Charges = $0.0928/KW - Month Rounded to $0.09/KW - Month EI-10
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One Line Diagram of Subtransmission Path For Existing Geothermal Units [Graphic: Simplified Switch Connection Diagram] Note: Diagram Depicts Shortest 34.5KV path to 92KV transmission network 9
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EXHIBIT I.C METHODOLOGY AND CALCULATION OF SCHEDULING FEE ANNUAL DETERMINATION OF IID SCHEDULING FEES During the month of April each year, Imperial Irrigation District (IID) will calculate monthly fees for scheduling services related to Alternative Energy Resources and transactions with other utilities as follows: A. An appropriate number of scheduling units will be assigned to every IID resource, Alternative Energy Resource, and transaction with other utilities in operation during the preceeding year. The number of scheduling units assigned to each resource and/or transaction will depend upon the total daily number of functions and therefore, estimated time required to schedule the resource and/or transaction. This estimate will be directly related to the complexity of the scheduling service being provided. Table 1 shows how the total scheduling units were determined for the IID system. B. The expenses related to dispatching and scheduling service will be equal to the sum of the following: 1. IID FPC Account 556 for the year preceding the year of calculation. 2. A portion of the annual expenses related to the SCADA and AGC systems for the year preceeding the year of calculation, determined by multiplying one half of the levelized debt service payments for the systems by the percentage that FPC Account 556 is of the total of FPC Accounts 556, 561 and 581. Table 2 shows calculations involved with this step. C. The annual scheduling fee per scheduling unit will be determined by dividing the expenses related to scheduling found in Step B by the total scheduling units from Step A. The per unit fee will then be multiplied by the number of scheduling units assigned to each resource and/or transaction to develop an appropriate annual scheduling fee for that resource and/or transaction. The monthly scheduling fee will then be calculated by dividing the annual fee by 12. Table 3 shows the calculation. The revised scheduling fee will be effective on June 1 of the year in which they are calculated.
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------------------- IID-Edison Service Agreement for Alternative Energy Resources ------------------- TABLE 1 IMPERIAL IRRIGATION DISTRICT SCHEDULING FEE METHODOLOGY DETERMINATION OF TOTAL SCHEDULING UNITS Hours Payback/ Pre- On AGC Off Loss Energy Capacity Variable Banking Scheduling System System Accounting (X=2) (X=2) (X=1) (X=2) (X=1) (X=1) (X=1) (X=1) Total ------ -------- -------- -------- ---------- ------ ------ ---------- ----- IID'S Generating Units: __________ X X X X 6 Drop No. 1 X X X X 6 Drop No. 2 X X X X 6 Drop No. 3 X X X X 6 Drop No. 4 X X X X 6 Drop No. 5 X X X X 6 East HighLine X X X X 6 _________________ Wair X X X X 6 El Centro Unit No. 1 X X X X 6 El Centro Unit No. 2 X X X X 6 El Centro Unit No. 3 X X X X 6 El Centro Unit No. 4 X X X X 6 Coachell_ Units No. 1 and 2 X X X X 6 Coachell_ Units No. 3 and 4 X X X X 6 Rockwood X X X X 6 Brawley X X X X 6 --- Subtotal 96 Alternative Energy Resources: Earth Energy 1 X X X X X X X 10 Earth Energy 2 X X X X X X X 10 GEM 1 X X X X X X X 10 GEM 2 X X X X X X X 10 GEM 3 X X X X X X X 10 Heber HGC X X X X X X X 10 Vulcan Power X X X X X X X 10 Ormesa I X X X X X X X 10 Ormesa II X X X X X X X 10 Western _____ I X X X X X X X 10 Western _____ II X X X X X X X 10 Del Ranch X X X X X X X 10 J.J. Elmore X X X X X X X 10 Desert Power X X X X X X X 10 Leathers X X X X X X X 10 Colmac X X X X X X X 10 --- Subtotal 160 Transactions with Other Utilities: DCE (WAPA) X X X X X X 9 EPE X X X X X 7 SCE X X X X X 7 _____ X X X X X X 8 APS X X X X X 6 SCE GT's (Axis) X X X X X X 9 SCE (Axis) X X X X X X 9 ______ X X X 4 Tucson X X X 4 ___ X X X _ PNN X X X X X X 8 --- Subtotal 75 Total Scheduling Units 331 === EI-13
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TABLE 2 IMPERIAL IRRIGATION DISTRICT SCHEDULING FEE METHODOLOGY EXPENSES RELATED TO SCHEDULING IID 1991 ACTUAL FPC Account 556 (3) $ 714,354 (60.28%) FPC Account 561 $ 332,729 (28.08%) FPC Account 581 $ 137,981 (11.64%) ---------- ------ $1,185,064 (100.0%) SCADA and AGC Systems Investment (2) = $5,790,539 Annual Expense $5,790,539 x 0.10179116 (1) = $ 589,426 Expenses Related to Scheduling FPC Account 556 = $ 714,354 60.28% of SCADA and AGC Systems Annualized Expense ($589,426 x 0.6028) = $ 355,306 ---------- Total Expense Related to Scheduling = $1,069,660 (1) Capital Recovery Factor determined from the following levelized debt service payments: a. $7,611,000 for $ 65,000,000 - May, 1983 COP issue b. $9,572,875 for $103,815,000 - April, 1990 COP issue (2) Fifty percent of total investment for SCADA and AGC, $11,581,378, is assumed related to transmission service (3) Related to load dispatching for system control EI-14
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TABLE 3 IMPERIAL IRRIGATION DISTRICT SCHEDULING FEE METHODOLOGY CALCULATION OF SCHEDULING FEE Annual Charge per Scheduling Unit Total Expenses Related to Scheduling (from Table 2) = $l,069,660 Total Scheduling Units (from Table 1) 331 ---------- Annual Charge per Scheduling Unit ($1,069,660/331) = $ 3,232 Alternative Energy Resource Scheduling Fee All Plants: Annual Charge (10 Scheduling Units x $3,232) = $32,320/year (1) Monthly Charge ($32,320/12) = $ 2,693/month (1) Also applies to new plants to be on-line in 1992 EI-15
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EXHIBIT II Imperial Irrigation District 1992 AER-RELATED TRANSMISSION LOSSES FOR SUMMER MONTHS (JUNE THROUGH SEPTEMBER) LOSSES AS A PERCENTAGE OF AER CAPACITY ------------------------- AVERAGE ALTERNATE AER INCREMENTAL INCREMENTAL ENERGY RESOURCE CAPACITY LOSS LOSS (AER) (MW) (%) (%) ------------------------ -------- ----------- ----------- NORTH COLLECTOR Unocal (Earth Energy #2) 20 7.40 3.18 Desert Power 50 6.48 2.78 Vulcan Power 38 6.42 2.76 Del Ranch 42 6.31 2.71 J.J. Elmore 42 6.24 2.68 J. M. Leathers 42 5.81 2.49 SOUTH COLLECTOR Ormesa 1, IE & IH 38 4.50 1.93 Ormesa 2 18 4.72 2.03 GEM 2 & 3 55 3.64 1.56 INTEGRATED GEM 1 (Magma East Mesa) 10 2.20 0.94 Earth Energy #1 10 3.00 1.29 Western Power I & II 30 3.13 1.34 Heber HGC 47 2.34 1.00 Colmac 50 2.16 0.93 SIGC 33 2.34 1.00 ----- ----- ------ All AER's: 525.0 4.689 2.0122
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Imperial Irrigation District 1992 AER-RELATED TRANSMISSION LOSSES FOR MONTHS JAN. THROUGH MAY AND OCTOBER THROUGH DEC. LOSSES AS A PERCENTAGE OF AER CAPACITY ------------------------- AVERAGE ALTERNATE AER INCREMENTAL INCREMENTAL ENERGY RESOURCE CAPACITY LOSS LOSS (AER) (MW) (%) (%) ------------------------ -------- ----------- ----------- NORTH COLLECTOR Unocal (Earth Energy #2) 20 7.65 3.31 Desert Power 50 6.68 2.89 Vulcan Power 38 6.61 2.85 Del Ranch 42 6.50 2.81 J.J. Elmore 42 6.43 2.78 J. M. Leathers 42 6.00 2.59 SOUTH COLLECTOR Ormesa 1, IE & IH 38 4.87 2.10 Ormesa 2 18 5.22 2.26 GEM 2 & 3 55 4.16 1.80 INTEGRATED GEM 1 (Magma East Mesa) 10 3.90 1.69 Earth Energy #1 10 3.10 1.34 Western Power I & II 30 3.73 1.61 Heber HGC 47 3.62 1.56 Colmac 50 2.54 1.10 SIGC 33 3.62 1.56 ----- ----- ------ All AER's: 525.0 5.122 2.2134
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Imperial Irrigation District 1992 ALTERNATE ENERGY RESOURCES-RELATED TRANSMISSION LOSSES LOSSES AS A PERCENTAGE OF AER CAPACITY --------------------------------- AVERAGE AVERAGE INCREMENTAL WGHT. INCREMENTAL LOSS FOR AVRG. ALTERNATE AER LOSS SUMMER (JAN-MAY) INCR. ENERGY RESOURCE CAPACITY (JUNE-SEPT) (OCT-DEC) LOSS (AER) (MW) (%) (%) (%) --------------------------- -------- ----------- ----------- ----- NORTH COLLECTOR Unocal (Earth Energy #2) 20 3.18 3.31 3.3 Desert Power 50 2.78 2.89 2.9 Vulcan Power 38 2.76 2.85 2.8 Del Ranch 42 2.71 2.81 2.8 J.J. Elmore 42 2.68 2.78 2.7 J. M. Leathers 42 2.49 2.59 2.6 SOUTH COLLECTOR Ormesa l, IE & IH 38 1.93 2.10 2.0 Ormesa 2 18 2.03 2.26 2.2 GEM 2 & 3 55 1.56 1.80 1.7 INTEGRATED GEM 1 (Magma East Mesa) 10 0.94 1.69 1.4 Earth Energy #1 10 1.29 1.34 1.3 Western Power I & II 30 1.34 1.61 1.5 Heber HGC 47 1.00 1.56 1.4 Colmac 50 0.93 1.10 1.0 SIGC 33 1.00 1.56 1.4 ----- ------ ------ ---- All AER's: 525.0 2.0122 2.2134 2.15
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EXHIBIT II The Maximum Transmission Service Entitlement for the Plant is 33 megawatts.

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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