Exhibit 10.3.21
SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE
APPENDIX A
INTERCONNECTION FACILITIES AGREEMENT ("AGREEMENT")
SELLER OWNED AND OPERATED FACILITY
A.1 Seller acknowledges that Seller has read Edison's Tariff Rule No. 21
and the Qualifying Facility Milestone Procedure ("QFMP") and
understands Seller's obligations and the consequences to Seller for
failure to meet any of the "milestones" in the QFMP which is in effect
on the earlier of Seller's (1) payment of the Project Fee or (2)
execution of this Agreement.
A.2 In the event Seller loses its priority for existing available Edison
line capacity, Seller shall, pursuant to Tariff Rule No. 21, be
obligated to pay any additional cost for upgrades or additions
necessary to accommodate Seller's deliveries. In such event, Edison and
Seller shall amend this Agreement to reflect the conditions resulting
from the change in priority.
A.3 Seller shall design, purchase, construct, operate and maintain Seller
owned Interconnection Facilities as described on page A-10 herein, at
its sole expense. Edison shall have the right to review the design as
to the adequacy of the Protective Apparatus provided. Any additions or
modifications required by Edison shall be incorporated by Seller.
A.4 Notwithstanding the provisions of Section 13, Seller, having elected to
own, operate, and maintain the Interconnection Facilities, shall accept
all liability and release Edison from and indemnify Edison against any
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liability for faults or damage to Seller's Interconnection Facilities,
the Edison electric system and the public as a result of the operation
of Seller's project.
A.5 Edison shall have the right to observe the construction of the
Interconnection Facilities, and inspect said facilities after
construction is completed at the Seller's expense.
A.6 Facilities which are deemed necessary by Edison for the proper and safe
operation of the Interconnection Facilities and which Seller desires
Edison to own and operate at Seller's expense shall be provided as
appendant facilities. Edison shall own, operate and maintain any
necessary appendant facilities which may be installed in connection
with the Interconnection Facilities at Seller's expense. Edison may, as
it deems necessary, modify the aforementioned facilities at Seller's
expense.
A.7 For the appendant facilities, Edison shall install, own, operate, and
maintain a portion of the appendant facilities ("Edison Installed
Appendant Facilities"), as described on page A-10 herein, and Seller
shall pay to Edison the total estimated cost for these appendant
facilities prior to the start of construction of the appendant
facilities. In addition, Seller shall install at Seller's expense its
portion of the appendant facilities ("Seller
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Installed Appendant Facilities"), as described on page A-10 herein, in
accordance with Rule 21. Within 30 days after installation is complete,
Seller shall transfer ownership of the Seller Installed Appendant
Facilities to Edison in a manner acceptable to Edison.
A.8 Maintenance of facilities referred to in Section A.6 shall be paid by
Seller pursuant to the attached Application and Contract for
Interconnection Facilities Plus Operation and Maintenance
("Application").
A.9 To the extent that ▇▇▇▇▇▇ ▇▇▇▇▇ it necessary to effect the arrangements
contemplated by this Agreement, Edison may, from time to time, request
the Seller to design, install, operate, maintain, modify, replace,
repair or remove any or all of the Interconnection Facilities. Such
equipment and/or Protective Apparatus shall be treated as
Interconnection Facilities and added to the Agreement by amendment
pursuant to Section A.6.
A.10 Edison shall have the right to review any changes in the design of the
Interconnection Facilities and recommend modification(s) to the design
as it deems necessary for proper and safe operation of the Project when
in parallel with the Edison electric system. The Seller shall be
notified of the results of such review by Edison, in writing, within 30
days of the receipt of all specifications related to the proposed
design changes. Any flaws
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perceived by Edison in the proposed design changes, shall be described
in the written notice.
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APPLICATION AND CONTRACT FOR INTERCONNECTION FACILITIES
PLUS OPERATION AND MAINTENANCE
The undersigned Seller hereby requests the Southern California Edison
Company ("Edison") to provide the appendant facilities described on the last
page hereof and by this reference herein incorporated, hereinafter called
"Interconnection Facilities." Interconnection Facilities as defined and used
herein are a group of Added Facilities which have been designated as
Interconnection Facilities, to accommodate negotiation and preparation of
contracts for parallel generation projects. Interconnection Facilities, as are
Added Facilities, shall be provided in accordance with the applicable Tariff
Schedules of Edison. Such Interconnection Facilities are to be owned, operated
and maintained by Edison.
In consideration of Edison's acceptance of this Application, Seller
hereby agrees to the following:
1. Seller shall pay to Edison, prior to the start of construction of the
Interconnection Facilities, the total estimated costs for the
Interconnection Facilities as determined by Edison and entered on page
A-11 hereof. In the event Seller abandons its plans for installation of
such Interconnection Facilities, for any reason whatsoever, including
failure to obtain any required permits, Seller shall reimburse Edison
upon receipt of supporting
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documentation for any and all expenses incurred by Edison pursuant to
this agreement within thirty (30) days after presentation of a ▇▇▇▇.
2. Edison shall have the right to observe the construction of any
Interconnection Facilities constructed by Seller and inspect and test
said facilities after construction is completed at the Seller's expense.
3. The parties also understand and agree that due to equipment acquisition
lead time and construction time requirements, Edison requires a minimum
of six (6) months from the time of authorization to construct the
aforementioned Interconnection Facilities and place them in operation.
Edison shall have no obligation to Seller with regard to any target date
established by Seller which is less than eighteen (18) months from the
date this Application is executed. However, Edison shall exercise its
best effort to meet Seller's projected operational date.
4. Seller shall pay a monthly charge for the Interconnection Facilities'
operation and maintenance in the amount of 0.9% of the added equipment
investment as determined by Edison and as entered by Edison on page A-11
hereof. The monthly charge shall be adjusted periodically in accordance
with the pro-rata operation and maintenance charges for added facilities
pursuant to Rule No. 2. The monthly charge may be based upon estimated
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costs of the Interconnection Facilities and when the recorded book cost
of the Interconnection Facilities has been determined by Edison, the
charges shall be adjusted retroactively to the date when service is
first rendered by means of such Interconnection Facilities. Additional
charges resulting from such adjustment shall, unless other terms are
mutually agreed upon, be payable within thirty (30) days from the date
of presentation of a ▇▇▇▇ therefor. Any credits resulting from such
adjustment will, unless other terms are mutually agreed upon, be
refunded upon demand of Seller.
5. Whenever a change is made in the Interconnection Facilities which
results in changes in the added equipment investment, the monthly charge
will be adjusted on the basis of the revised added equipment investment.
The cost of such change shall be payable by Seller within sixty (60)
days from the date of presentation of a ▇▇▇▇ thereof. The description of
the Interconnection Facilities will be amended by Edison on page A-10
hereof to reflect any changes in equipment, installation and removal
cost, amount of added equipment investment, and monthly charge resulting
from any such change in the Interconnection Facilities or adjustment as
aforesaid.
6. The monthly charges payable hereunder shall commence upon the date when
said Interconnection Facilities are available for use but not before
service is first established and rendered through Edison's normal
facilities
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and shall first be payable when Edison shall submit the first energy
▇▇▇▇ after such date and shall continue until the abandonment of such
Interconnection Facilities by Seller, subject to the provisions of
Paragraphs 4 and 5 hereof.
7. Seller agrees to utilize said Interconnection Facilities in accordance
with good operating practice and to reimburse Edison for damage to said
Facilities occasioned or caused by the Seller or any of his agents,
employees or licensees. Failure so to exercise due diligence in the
utilization of said Interconnection Facilities will give Edison the
right to terminate this Agreement.
8. Edison's performance under this Contract is subject to the availability
of materials required to provide the Interconnection Facilities provided
for herein and to all applicable Tariff Schedules of Edison.
9. This Application and Contract for Interconnection Facilities supplements
the appropriate application and contract(s) for electric service
presently in effect between Seller and Edison.
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10. This Agreement shall at all times be subject to such changes or
modifications by the Public Utilities Commission of the State of
California as said Commission may, from time to time, direct in the
exercise of its jurisdiction.
SOUTHERN CALIFORNIA EDISON COMPANY PACIFIC LIGHTING ENERGY SYSTEMS
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Vice President ------------------------------
Title: Vice President
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Date: October 27, 1989 Date: October 20, 1989
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Approved as to form:
▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President and General Counsel
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Attorney
10/26, 1989
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