Exhibit 10.3
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SOUTHERN CALIFORNIA EDISON COMPANY
INTERCONNECTION FACILITIES AGREEMENT
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1. PARTIES:
The Parties to this Interconnection Facilities Agreement ("IFA") are
PAMC Management Corporation, a Colorado corporation, who is acting on
its own behalf and on behalf of all other owners and seller(s)
(collectively, referred to as "Seller"), and Southern California
Edison Company, a California corporation ("Edison"). Seller and Edison
are sometimes referred to herein individually as "Party," and
collectively as "Parties." All terms defined herein but not
capitalized herein shall have the definitions provided in that certain
Reformed Standard Offer 1 As-Available Energy and Capacity Power
Purchase Agreement, dated as of the date hereof, between the Edison
and Seller (the "PPA").
2. RECITALS:
2.1 Seller owns, operates, and controls a 30,000 kW (nameplate
capacity) Generating Facility which is operated in parallel
with Edison's electric system. Said Generating Facility is
described in Section 1 of the PPA.
2.2 The electrical facilities described in Exhibit A, attached
hereto and incorporated herein, are required to connect
Seller's Generating Facility to the Edison electric system
pursuant to Edison's Tariff Rule No. 21 and Edison'sWholesale
Generation Interconnection Technical Requirements. Such
electrical facilities are hereinafter referred to as
"Interconnection Facilities" or "Added Facilities" depending
on the financing and ownership arrangements selected by the
Parties.
2.3 Pursuant to Edison's Tariff Rule No. 21 all or a portion of
the Interconnection Facilities may be provided by Edison as
"Added Facilities" as defined in Edison's Tariff Rule No.
2.H.
2.4 The Parties' respective scopes of work, costs and ownership
responsibilities for the Interconnection Facilities are
identified in Exhibit A.
3. AGREEMENT:
The Parties agree as follows:
3.1 Definitions.
3.1.1 "Added Facilities" or "Interconnection Facilities"
means the electrical facilities described in
Exhibit A.
3.1.2 "Added Facilities Investment" has the meaning set
forth in Section 8.5.
3.1.3 "CPUC" means the California Public Utilities
Commission.
3.1.4 "Edison-Financed Added Facilities" has the meaning
set forth in Section 3.2.1.
3.1.5 "ITCC" means the Income Tax Component of
Contributions pursuant to Edison's Preliminary
Statement as filed with the CPUC and as may be
revised from time to time.
3.1.6 "Monthly Charges" has the meaning set forth in
Section 10.2.
3.1.7 "One-Time Costs for Equipment or Services Provided
by Edison for Seller" has the meaning set forth in
Section 9.4.
3.1.8 "RCNLD" means the reconstruction cost for new
facilities, less the depreciation accrued for such
facilities.
3.1.9 "Seller Constructed and Conveyed Interconnection
Facilites" has the meaning set forth in Section
3.2.3.
3.1.10 "Seller Constructed and Owned Interconnection
Facilities" has the meaning set forth in Section
3.2.4.
3.1.11 "Seller-Financed Added Facilities" has the meaning
set forth in Section 3.2.2.
3.2 The Parties agree to one or more of the arrangements as
indicated in this Section 3.2 for the financing, design,
installation, operation, maintenance, and ownership of the
Interconnection Facilities described in Exhibit ▇.
▇▇▇▇▇▇-Financed
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X 3.2.1 To have Edison, at Seller's expense,
-- finance, install, own, operate, and maintain
all or a portion of the Interconnection
Facilities described as "Edison-Financed Added
Facilities" in Exhibit A; and/or
Seller-Financed
---------------
N/A 3.2.2 To have Edison, at Seller's expense,
--- install, own, operate, and maintain all or a
portion of the Interconnection Facilities
described as "Seller-Financed Added
Facilities" in Exhibit A; and/or
Seller-Constructed and Conveyed
-------------------------------
N/A 3.2.3 To have Seller finance, install, and
--- transfer ownership of all or a portion of the
Interconnection Facilities described as
"Seller Constructed and Conveyed
Interconnection Facilities" in Exhibit A, to
Edison for Edison to own, operate, and
maintain at Seller's expense as
"Seller-Financed Added Facilities"; and/or
2
Seller-Constructed and Owned
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N/A 3.2.4 To have Seller finance, install, own,
--- operate, and maintain all or a portion of the
Interconnection Facilities described as
"Seller-Constructed and Owned Interconnection
Facilities" in Exhibit A.
4. TERM AND TERMINATION:
4.1 This IFA shall be binding upon execution by the Parties and
shall remain in effect until termination of the PPA.
4.2 Seller agrees to utilize all Interconnection Facilities
described in Exhibit A, in accordance with good operating
practice. If Seller fails to so utilize said Interconnection
Facilities, Edison may terminate this IFA and remove the
Interconnection Facilities, pursuant to Section 10.10 herein.
5. PROJECT DEVELOPMENT MILESTONES:
[This section intentionally left blank.]
6. INTERCONNECTION FACILITIES PROVIDED AS EDISON-FINANCED ADDED FACILITIES:
If the Parties have agreed to provide all or a portion of the
Interconnection Facilities pursuant to the provisions of Section 3.2.1
herein, the following shall apply for that portion of the
Interconnection Facilities specified in Exhibit A, as "Edison-Financed
Added Facilities."
6.1 Edison shall, pursuant to Edison's Tariff Rule No. 21,
finance, engineer, design, procure equipment and materials,
construct, install, own, operate, and maintain the
Edison-Financed Added Facilities.
6.2 Seller shall pay a charge based on:
(1) The Added Facilities Investment in Edison-Financed
Added Facilities as set forth in Exhibit A, as may
be revised pursuant to Sections 10.2 and/or 10.3
herein; and
(2) The monthly rate established for the replacement
coverage option selected in this Section 6.2 for
"Company Financed Added Facilities" as set forth in
Edison's Tariff Rule No. 2.H, as filed with the CPUC
and as may be revised from time to time.
Whenever Added Facilities are replaced, the Added Facilities
Investment amount used as the basis for determining the
charge Seller pays Edison shall be subject to the conditions
set forth in Sections 10.6 and 10.7 herein. Seller hereby
selects a replacement coverage option for Edison-Financed
Added Facilities as follows:
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N/A (a) Replacement Coverage into Perpetuity
--- ------------------------------------
Under this option, Seller shall pay to Edison, at
Edison's sole option, either (Edison to select one):
__(1) A Monthly Charge determined by Edison
based upon an initial monthly rate of %
times the Added Facilities Investment
amount; or,
__(2) A One-Time Payment determined by Edison
representing the present value of the sum
of the Monthly Charges ($ per month) for
the Added Facilities Investment amount.
N/A (b) Replacement Coverage with 20-Year Term
--- --------------------------------------
Under this option, for a term of 20 years
beginning with the date said Added Facilities are
first made available for Seller's use. Seller
shall pay to Edison a Monthly Charge determined by
Edison based upon an initial monthly rate of %
times the Added Facilities Investment amount. At
the end of the 20-year term, this IFA shall
terminate. If the Parties elect to continue to
utilize the Added Facilities past the term of this
IFA, Seller and Edison may execute a new Added
Facilities agreement. If such an agreement is
formed, a new Added Facilities Investment amount
shall be determined by Edison based on the
reconstruction cost for new facilities, less the
depreciation accrued for such facilities (RCNLD).
X (c) Without Replacement Coverage
-- -----------------------------
Under this option, Seller shall pay Edison a
Monthly Charge based upon an initial monthly rate
of 1.35% times the Added Facilities Investment
amount.
6.3 For existing facilities which are allocated by Edison for
Seller's use as Added Facilities, the resulting charges paid
by the Seller under Section 6.2 herein shall be based upon
the Added Facilities' Investment amount set forth in Exhibit
A, and calculated on a RCNLD basis.
7. INTERCONNECTION FACILITIES PROVIDED AS SELLER-FINANCED ADDED FACILITIES:
If the Parties have agreed to provide all or a portion of the
Interconnection Facilities pursuant to the provisions of Section 3.2.2
herein, the following shall apply for that portion of the
Interconnection Facilities specified in Exhibit A, as "Seller-Financed
Added Facilities."
7.1 Edison shall, pursuant to Edison's Tariff Rule No. 21,
engineer, design, procure equipment and materials, construct,
install, own, operate, and maintain the Seller-Financed Added
Facilities.
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7.2 Seller shall pay to Edison in advance of construction, the
estimated Total Installed Cost of said Seller-Financed Added
Facilities, as set forth in Exhibit A, as may be revised
pursuant to Sections 10.2 and/or 10.3, herein. If applicable,
said cost shall include the estimated Income Tax Component of
Contributions ("ITCC"), pursuant to Edison's Preliminary
Statement as filed with the CPUC and as may be revised from
time to time.
7.3 In addition to the payment required under Section 7.2 herein,
Seller shall pay a charge based on:
(1) The Added Facilities Investment in Seller-Financed
Added Facilities as set forth in Exhibit A, as may be
revised pursuant to Sections 10.2 and/or 10.3 herein;
and
(2) The monthly rate established for the replacement
coverage option for "Customer-Financed Added
Facilities" selected in this Section 7.3 as set forth
in Edison's Rule No. 2.H as filed with the CPUC and as
may be revised from time to time.
Whenever Added Facilities are replaced, the Added Facilities
Investment amount used as the basis for determining the
charge Seller pays Edison shall be subject to the conditions
set forth in Section 10.6 or 10.7 herein. Seller hereby
selects a replacement coverage option for Seller-Financed
Added Facilities as follows:
N/A (a) Replacement Coverage into Perpetuity
--- ------------------------------------
Under this option, Seller shall pay to Edison, at
Edison's sole option, either (Edison to select one):
__(1) A Monthly Charge determined by Edison
based upon an initial monthly rate of %
times the Added Facilities Investment
amount; or,
__(2) A One-Time Payment determined by Edison
representing the present value of the sum
of the Monthly Charges ($ per month) for
the Added Facilities Investment amount.
N/A (b) Replacement Coverage with 20-Year Term
--- ------------------------------------
Under this Option, for a term of 20 years beginning
with the date said Added Facilities are first made
available for Seller's use, Seller shall pay to
Edison a Monthly Charge determined by Edison based
upon an initial monthly rate of % times the Added
Facilities Investment amount. At the end of the
20-year term, this IFA shall terminate. If the
Parties elect to continue to utilize the Added
Facilities past the term of this IFA, Seller and
Edison may execute a new Added Facilities agreement.
If such an agreement is formed, a
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revised Added Facilities Investment amount
shall be determined by Edison on a RCNLD basis.
N/A (c) Without Replacement Coverage
--- ----------------------------
Under this option, Seller shall pay Edison a
Monthly Charge determined by Edison based upon an
initial monthly rate of % times the Added
Facilities Investment amount.
8. INTERCONNECTION FACILITIES PROVIDED AS SELLER-CONSTRUCTED AND CONVEYED
INTERCONNECTION FACILITIES:
If the Parties have agreed to provide all or a portion of the
Interconnection Facilities pursuant to the provisions of Section 3.2.3
herein, the following shall apply for that portion of the
Interconnection Facilities specified in Exhibit A, as
"Seller-Constructed and Conveyed Interconnection Facilities:"
8.1 At Seller's expense, Seller shall finance, engineer, design,
construct, procure equipment and materials, and install
Seller-Constructed and Conveyed Interconnection Facilities.
Said Interconnection Facilities shall be engineered, designed
and constructed in accordance with Edison's written
specifications and Edison's Tariff Rule No. 21.
8.2 Edison shall, at Seller's expense:
(a) Prepare specifications including a list of approved
contractors for Seller to use in the engineering,
design and construction of the Seller-Constructed
and Conveyed Interconnection Facilities;
(b) Review Seller's design and require modifications
which Edison reasonably determines necessary to
conform to Edison's standards and specifications;
and
(c) Observe the construction and inspect and test the
facilities before such facilities are accepted and
conveyed to Edison.
8.3 Title to those Seller-Constructed and Conveyed
Interconnection Facilities installed by Seller to be owned,
operated and maintained by Edison, shall be transferred by
Seller to Edison only after Edison's inspection of the
facilities to verify conformance to Edison's specifications
and standards. Such transfer shall be made in a manner
acceptable to Edison. In no event shall such transfer occur
later than the date said Interconnection Facilities are first
placed into operation. Edison shall have the right to refuse
such transfer of ownership if said Interconnection Facilities
or the documents for such transfer are unacceptable to
Edison. Seller shall be responsible to take the necessary
action to correct any deficiencies in order to effectuate the
transfer of said Interconnection Facilities to Edison.
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8.4 Seller shall pay to Edison, prior to the date the
Seller-Constructed and Conveyed Interconnection Facilities
are transferred to Edison, the ITCC charges based on Edison's
estimated value for said Interconnection Facilities as set
forth in Exhibit A. The estimated ITCC charges shall be
adjusted by Edison as provided in Sections 10.2 and 10.3
herein. Additional charges or credits resulting from such
adjustment shall, unless otherwise mutually agreed, be
payable to Edison or Seller, as appropriate, within thirty
(30) days after the date of presentation of a ▇▇▇▇ and
documentation therefor. The ITCC charges shall be in
accordance with Edison's Tariff Schedules' Preliminary
Statement Schedule M, as filed with the CPUC and as may be
revised from time to time.
8.5 For purposes of establishing the actual ITCC charges and the
charges to be made pursuant to Section 8.7 herein, Seller
shall, within sixty (60) days after installation, provide a
statement of the installed cost ("Added Facilities
Investment") of such Interconnection Facilities transferred
to Edison.
8.6 Edison shall have the right to review and audit Seller's
statement of the installed cost of such Interconnection
Facilities. If Edison disputes such cost, Seller shall be
responsible for providing satisfactory documentation of such
cost to Edison.
8.7 For the purposes of establishing ongoing ownership,
operation, maintenance, and replacement responsibilities and
charges, effective upon the transfer of title of any
Seller-Constructed and Conveyed Interconnection Facilities to
Edison, said Interconnection Facilities shall be treated as
Seller-Financed Added Facilities provided under Section 7
herein. Subject to the conditions set forth in Sections 10.2
and 10.3, herein, the value of said Interconnection
Facilities may initially be based upon Edison's estimate and
revised when the statement of installed costs provided
pursuant to Section 8.5 of this IFA is accepted by Edison.
9. INTERCONNECTION FACILITIES PROVIDED AS SELLER-CONSTRUCTED AND OWNED
INTERCONNECTION FACILITIES:
If the Parties have agreed to provide all or a portion of the
Interconnection Facilities pursuant to the provisions of Section 3.2.4
herein, Seller is subject to the following for that portion of the
Interconnection Facilities specified in Exhibit A, as
"Seller-Constructed and Owned Interconnection Facilities:"
9.1 At Seller's expense, Seller shall finance, engineer, design,
procure equipment and materials, construct, obtain
rights-of-way as necessary, install, own, operate, and
maintain the Seller-Constructed and Owned Interconnection
Facilities. Said Interconnection Facilities shall be
engineered, designed and constructed to be compatible with
Edison's electric system and in accordance with Edison's
Tariff Rule No. 21, as applicable.
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9.2 Edison shall, at Seller's expense, review Seller's design and
require modifications which Edison reasonably determines
necessary to assure compatibility with Edison's electrical
system and assure Edison system integrity.
9.3 Seller shall notify Edison at least thirty (30) days prior to
the parallel operation of Seller's Generating Facility and
Edison shall have the right to inspect the Seller-Constructed
and Owned Interconnection Facilities and shall notify Seller
of any deficiencies within five days after inspection. Seller
must correct any deficiencies prior to parallel operation of
the generating facility.
9.4 Notwithstanding the provisions of Section 18 of the PPA,
Seller, having elected to own, operate, and maintain the
Seller-Constructed and Owned Interconnection Facilities
described in Exhibit A, shall accept all liability and
release Edison from and indemnify Edison against any
liability for faults or damage to the Seller-Constructed and
Owned Interconnection Facilities, the Edison electric system
and the public as a result of the operation of Seller's
generating facility or the Seller-Constructed and Owned
Interconnection Facilities.
10. INTERCONNECTION FACILITIES BILLING:
10.1 Seller shall pay to Edison in advance of any construction by
Edison, any one-time costs (including, when applicable, the
ITCC to rearrange existing facilities and/or to provide
facilities normally installed by the Seller as set forth in
Exhibit A, as "One-Time Costs for Equipment or Services
Provided by Edison for Seller."
10.2 Unless otherwise agreed in writing, the costs and charges
paid by Seller pursuant to Sections 6.2, 7.2, 7.3, 8.2,
8.4, 8.7, 9.2, 10.1, and 10.10 herein shall initially be
based upon estimated costs (the "Monthly Charges"). When
the recorded book costs have been determined by Edison,
the costs and charges paid by Seller under this IFA shall
be revised to be based upon such recorded costs and
adjusted retroactively to the date when service was first
available by means of such Added Facilities. By executing
this IFA, Seller has been informed and understands
Edison's determination of recorded book cost is often
delayed and that unless otherwise agreed, retroactive
adjustments resulting from such determination may occur
at anytime during the term of this IFA. All amounts
billed under this IFA, unless other terms are mutually
agreed upon, shall be payable to Edison within thirty
(30) days from the date of presentation of a ▇▇▇▇
therefor. Any credits resulting from such adjustments
will, unless other terms are mutually agreed upon, be
refunded to Seller.
10.3 Edison shall have the right to revise the initial
estimated costs and ▇▇▇▇ Seller using such revised
estimated costs during the period preceding determination
of the recorded book costs. Edison shall indicate such
revisions on Exhibit A, or a superseding Exhibit A
and provide a copy to Seller. Edison shall
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commence billing the costs and charges paid by Seller
pursuant to this IFA using such revised estimate not earlier
than 30 days from the date the revised estimate is provided
to Seller.
10.4 Pursuant to Edison's Tariff Rule No. 21, as an alternative to
the estimated basis described in Sections 10.2, and 10.3
herein, Edison shall provide, at Seller's written request, a
binding estimate of the Added Facilities Investment values
which shall be used to determine Seller's payments under this
IFA, except as such payments may be adjusted pursuant to
Section 10.6 herein. Said binding estimate shall be valid for
a period of one year from the date such estimate is provided
to Seller.
10.5 The Monthly Charge to be paid by Seller pursuant to Sections
6.2 and 7.3 herein, shall automatically increase or decrease
without formal amendment to this IFA if the CPUC subsequently
authorizes a higher or lower percentage rate in the
calculation of the costs of ownership for Added Facilities as
stated in Rule No. 2.H, effective with the date of such
authorization. Further, the revised costs of ownership shall
also be used to determine the unamortized balance of the
One-Time Payment described in Sections 6.2(a) and 7.3(a) and
owed to Edison due to termination of service, termination of
this IFA, or otherwise.
10.6 If it becomes necessary for Edison to alter or rearrange the
Added Facilities including, but not limited to, the
conversion of overhead facilities to underground, Seller
shall be notified of such necessity and shall be given the
option to either terminate this IFA in accordance with
Sections 4 and 10.10 herein, or to pay to Edison additional
amounts consisting of:
(a) Revised costs and charges based on the total net
additional installed cost of all new and remaining
Added Facilities. Such revised costs and charges
shall be determined, as applicable, in the same
manner as described in Sections 6.2 and 7.3 herein;
plus
(b) An additional payment of ITCC, and/or one-time cost,
if any, for any new Added Facilities which shall be
determined in the same manner as described in
Sections 7.2 and 10.1 herein; plus
(c) The cost to remove any portion of the Added
Facilities which is no longer necessary because of
alteration or rearrangement, such charge is to be
determined by Edison in the same manner as described
in Section 10.10 herein.
10.7 Whenever Added Facilities are replaced due to damage (caused
by other than the Seller's intentional or negligent conduct)
or equipment failure and Seller has selected replacement
coverage pursuant to Sections 6.2(a) or (b) and/or Sections
7.3(a) or (b) herein, such replacement will be at Edison's
expense with no change in the Added Facilities Investment
amount.
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10.8 Whenever Added Facilities are replaced:
(1) Due to damage or equipment failure and Seller has
selected the "Without Replacement Coverage" option
pursuant to Sections 6.2(c) and/or 7.3(c) herein; or
(2) Due to Seller's increased load or generation levels,
as determined by Edison; or
(3) Seller's intentional or negligent conduct,
such replacement will be made by Edison at the Seller's
expense, including any applicable ITCC. Any additional
amounts due to Edison as a result of such replacement shall
be payable by the Seller to Edison within thirty (30) days
from the date of presentation of a ▇▇▇▇. If such replacement
results in a change in the Added Facilities Investment, the
Monthly Charges will be adjusted based on the revised added
investment amount effective with the date the replaced Added
Facilities are first available for Seller's use. Except that,
where the replacement of Added Facilities is solely required
for Edison's operating convenience or necessity or because of
damage caused by the sole negligence or willful act of
Edison, no increase shall be made in the Added Facilities
Investment amount or the Monthly Charge.
10.9 Except as otherwise provided in this IFA, Edison shall have
the right to charge Seller under the terms and conditions of
this IFA commencing on July 23, 2005.
10.10 Upon discontinuance of the use of any Added Facilities due to
termination of service, termination of this IFA, or otherwise:
(a) [This section intentionally deleted.]
(b) Edison shall be entitled to remove and shall have a
reasonable time in which to remove any portion of
the Added Facilities located on the Seller's
property.
(c) Edison may, at its option, alter, rearrange, convey,
or retain in place any portion of the Added
Facilities located on property other than Seller's
property provided that Edison is so permitted
pursuant to its agreement(s) with such third party.
10.11 [This section intentionally deleted.]
10.12 [This section intentionally deleted.]
10.13 Should any amount billed pursuant to this IFA not be paid by
Seller, Edison shall at any time be entitled to collect such
amounts through an offset against any amount Edison may owe
to Seller, including but not limited to any amounts owed for
power purchased pursuant to the PPA.
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11. GENERAL PROVISIONS:
11.1 Pursuant to Edison's Tariff Rule No. 21, Seller's option to
construct and own all of the Interconnection Facilities as
"Seller-Constructed and Owned Interconnection Facilities" is
limited to Interconnection Facilities that will interconnect
with the Edison electric system at voltages of 34 kV and
below. For interconnections at voltages above 34 kV, Edison
shall own and operate the last interfacing protection devices
separating Seller's facilities from Edison's electric system.
However, in such case, Seller shall have the option to
provide and transfer ownership of such interfacing facilities
to Edison, pursuant to Section 8 herein.
11.2 [This section intentionally deleted.]
11.3 Edison shall not be obligated to begin construction of Added
Facilities prior to Seller's payment of all monies due as
described in Sections 6.2(a)(2), 7.2, 7.3(a)(2), 10.1, and
10.10 herein.
11.4 Where it is necessary to install Added Facilities on Seller's
property, Seller hereby grants to Edison:
(a) The right to make such installation on Seller's
property including installation of a line extension
along the shortest practical route thereon; and
(b) The right of ingress to and egress from Seller's
property as determined by Edison in its sole
discretion for any purpose connected with the
operation and maintenance of the Added Facilities.
Seller shall provide rights-of-way or easements of sufficient
space to provide legal clearance from all structures now or
hereafter erected on Seller's property for any facilities of
Edison.
11.5 Where formal rights-of-way or easements are required in, on,
under, or over Seller's property or the property of others
for the installation of the Added Facilities, Edison shall
not be obligated to install the Added Facilities unless and
until any necessary permanent rights-of-way or easements,
satisfactory to Edison, are granted without cost to Edison.
Upon termination of this IFA in accordance with Section 4,
Edison shall quitclaim all easements and rights of way in,
on, under, and over Seller's property which are, as
determined by Edison in its sole discretion, no longer
required by Edison due to the removal of its Added
Facilities.
11.6 Edison shall not be responsible for any delay in completion
of the installation of the Added Facilities including, but
not limited to, delays resulting from shortage or labor or
materials, strike, labor disturbances, war, riot, weather
conditions, governmental rule, regulation, or order,
including orders or judgments of any court or commission,
delay in obtaining necessary rights-of-way and easements, act
of God, or any other cause or condition beyond control
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of Edison. Edison shall have the right in the event it is
unable to obtain materials or labor for all of its
construction requirements, to allocate materials and labor to
construction projects which it deems, in its sole discretion,
most important to serve the needs of its customers, and any
delay in construction hereunder resulting from such
allocation shall be deemed to be a cause beyond Edison's
control.
11.7 Added Facilities provided hereunder shall at all times remain
the property of Edison.
11.8 This IFA supplements the appropriate application and
contract(s) for electric service presently in effect between
the Parties.
11.9 Seller may assign this IFA only with Edison's written
consent. Such consent shall not be unreasonably withheld.
Such assignment shall be deemed to include, unless otherwise
specified therein, all of Seller's rights to any refunds
which might become due upon discontinuance of the use of any
Added Facilities.
12. GOVERNING LAW
This IFA shall be interpreted, governed, and construed under the laws
of the State of California as if executed and to be performed wholly
within the State of California and shall, to the extent provided by
law, at all times be subject to applicable tariff rules and
modification of such rules as directed by the CPUCin the exercise of
its jurisdiction.
[Remainder of page left blank intentionally.]
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13. SIGNATURES
IN WITNESS WHEREOF, the Parties hereto have caused two originals of
this IFA to be executed by their duly authorized representatives. This
IFA shall be deemed effective as of the Effective Date of the PPA.
SOUTHERN CALIFORNIA EDISON
COMPANY
a California corporation
By:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------
Name:
▇▇▇▇▇ ▇▇▇▇▇
--------------------------
Title:
Director, QF Resources
--------------------------
Date:
6/23/05
--------------------------
PAMC MANAGEMENT
CORPORATION,
a Colorado corporation
By:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Name:
▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Title:
President
---------------------------
Date:
6/23/05
---------------------------
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EXHIBIT A
Southern California Edison Company
Interconnection Facilities Agreement
Summary of Ownership and Cost Responsibilities
Each "Exhibit A" should include, as a minimum, the following information:
1. One-Line Diagram: A "One-Line Diagram" showing the general layout,
connections, and allocation of ownership of the Interconnection
Facilities must be provided as part of this Exhibit.
2. Adequate Detail: Each of the Cost and Ownership Summaries must include
enough information to provide the Parties the ability to identify the
component or group of components which is to be included. Where
general terms for the various interconnection facility components are
used (e.g., "Transmission Line Extension" or "Telecommunication
Equipment"), separate detailed listings of equipment and costs
included in each component are to be made available to either party
upon their request. In general, it is better to be very specific.
3. Cost and Ownership Summaries: Summaries are provided only for those
financing and ownership options selected. If certain forms of
ownership are not applicable under the IFA being drafted (such as if
there are no "Edison-Financed Facilities"), it should simply be noted
in this Exhibit.
A-1
EXHIBIT A
Southern California Edison Company
Interconnection Facilities Agreement
Summary of Ownership and Cost Responsibilities
Added Facilities Investment for Edison-Financed Facilities
(Provided per Section 3.2.1)
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Firm
Original Revised Recorded Price
Interconnection Facilities Component Estimate Estimate Cost (per 10.4)
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Shared Interconnection Facilities - 115 kV
Transmission Lines serving SeaWind
and PanAero Substations
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Work Order Nos.
-------------------------------------------------------------------------------------------------------------------
4706-0303 $10,496.18
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4706-0301
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2.28 miles shared with multiple
generators 68,597.34
-------------------------------------------------------------------------------------------------------------------
0.52 miles used for Pan Aero
Substation 50,585.52
-------------------------------------------------------------------------------------------------------------------
Total W/O 4706-0301 $119,182.86
-------------------------------------------------------------------------------------------------------------------
Total 115 kV Transmission Line
Allocation $129,679.04
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Pan Aero Substation
-------------------------------------------------------------------------------------------------------------------
GWO 3704-8500 - Telemetering 31,921.34
-------------------------------------------------------------------------------------------------------------------
GWO 8000-5001 - Construct 115 kV
Switching Station 384,612.29
-------------------------------------------------------------------------------------------------------------------
GSO 8009-0301 - Replace 115 kV
Circuit Breaker 66,016.57
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
QFID 6308 Total Added Facilities
Investment $612,229.24
-------------------------------------------------------------------------------------------------------------------
A-2
EXHIBIT A
Southern California Edison Company
Interconnection Facilities Agreement
Summary of Ownership and Cost Responsibilities
Added Facilities Investment for Seller-Financed Facilities (Provided per Section 3.2.2)
-------------------------------------------------------------------------------------------------------
Interconnection Firm
Facilities Component Original Revised Recorded Price
Estimate Estimate Cost (per 10.4)
-------------------------------------------------------------------------------------------------------
Component 1
-------------------------------------------------------------------------------------------------------
Component 2 (etc.)
-------------------------------------------------------------------------------------------------------
Total Added Facilities
Investment
-------------------------------------------------------------------------------------------------------
Added Facilities Investment for Seller-Constructed and Conveyed Facilities
(Provided per Section 3.2.3)
-------------------------------------------------------------------------------------------------------
Interconnection Firm
Facilities Component Original Revised Recorded Price
Estimate Estimate Cost (per 10.4)
-------------------------------------------------------------------------------------------------------
Component 1
-------------------------------------------------------------------------------------------------------
Component 2 (etc.)
-------------------------------------------------------------------------------------------------------
Total Added Facilities
Investment
-------------------------------------------------------------------------------------------------------
Note: Per Section 8.7, when determining monthly charges, the Total Added
Facilities Investment for Seller Constructed and Conveyed Facilities
is to be added to the Total Added Facilities Investment for
Seller-Financed Facilities.
A-3
EXHIBIT A
Southern California Edison Company
Interconnection Facilities Agreement
Summary of Ownership and Cost Responsibilities
Description of Seller-Constructed and Owned Facilities
(Provided per Section 3.2.4)
-----------------------------------------------------------------------------
| Interconnection Facilities Component |
|-----------------------------------------------------------------------------|
| Component 1 |
|-----------------------------------------------------------------------------|
| Component 2 (etc.) |
-----------------------------------------------------------------------------
Note: Cost information need not be provided for Seller-Constructed and Owned
Facilities.
One-Time Cost for Equipment or Services Provided by Edison for Seller
(Provided per Sections 7.2, 8.1, 8.2, 8.4, 9.2, and 10.1)
-------------------------------------------------------------------------------
| | | | Recorded |
|Interconnection Facilities | Original | Revised | Cost or |
| Component | Estimate | Estimate | Firm Price |
| | | | (per 10.4) |
|-------------------------------------------------------------------------------
| Component 1 | | | |
|--------------------------------|-------------|------------|-----------------|
| Component 2 (etc.) | | | |
|--------------------------------|-------------|------------|-----------------|
| Total Capital Contribution for | | | |
| Seller-Financed Facilities | | | |
| (Includes ITCC) | | | |
|--------------------------------|-------------|------------|-----------------|
| ITCC for Seller-Constructed | | | |
| and Conveyed Facilities | | | |
|--------------------------------|-------------|------------|-----------------|
| Total One-Time Costs | | | |
------------------------------------------------------------------------------
Service Date Information
-----------------------------------------------------------------------------
| Original Date Request by Seller | |
|----------------------------------------------|-----------------------------|
| Date Partial Service Available | |
|----------------------------------------------|-----------------------------|
| Date Full Service Available | July 23, 2005 |
-----------------------------------------------------------------------------
Note: If partial service is provided, only those costs associated with the
facilities actually available to the Seller are to be included in the
Added Facility Investment Amount until full service is made available.
Documentation shall be made available showing the dates and details of
such phased service arrangements.
Preparation and Revision Log for Exhibit A
-------------------------------------------------------------------------
| | Prepared/ | | |
| | Revised by: | Date | Reason |
|------|-------------------|------------------|---------------------------|
| 1 | SJK | 4-2005 | Original IFA |
|------|-------------------|------------------|---------------------------|
| 2 | | | |
|------|-------------------|------------------|---------------------------|
| 3 | | | |
-------------------------------------------------------------------------
A-4
EXHIBIT A
Southern California Edison Company
Interconnection Facilities Agreement
Summary of Ownership and Cost Responsibilities
MESA WIND DEVELOPERS - QFID 6007
--------------------------------
TRANSMISSION LINE ALLOCATION AND SUBSTATION COSTS
-------------------------------------------------
^ ZANJA
|
|
| ▇▇▇▇▇▇-▇▇▇▇▇▇▇-Windpark-Zanja 115kV T/L
|--------------------------------------------------------------------------------------------> ▇▇▇▇▇▇
| |
| A | B
| <--------------------------------------- 0.10 Miles 4706-0303
| | | ABD 2.80 Miles 4706-0301
| | | AB 2.28 Miles 4706-0301
| ----------------| | BD 0.52 Miles 4706-0301
| | | | BCE 0.25 Miles 4506-0318
| | | |
| \ / \ / \ /
\ / E C D
. BANNING SEAWIND SUB PAN AERO SUB
----------- ------------
WDT 042 QFID 6090 QFID 6007
GENERATION CAPACITY
-------------------
Mesa Wind Developers (QFID 6007) 30 MW
▇▇▇▇ ▇▇▇▇ Power (QFID 6090) 27 MW
▇▇▇▇ ▇▇▇▇ Power Partners (WDT 042) 40 MW
-------
Total Generation Capacity 97 MW
=======
Shared Interconnection Facilities - 115kV Transmission
QFID 6007 QFID 6090 WDT 042
Lines serving Seawind and Pan Aero Substations Total 30/97 27/97 40/97
---------------------------------------------- --------- ------------ ------------ ------------
Work Order Nos.
---------------
4706-0303 $ 33,937.65 $10,496.18 $ 9, 446.56 $ 13, 994.91
------------ ---------- ------------ ------------
4706-0301 (ABD) 272,383.58
4706-0301 - Less 0.52 miles (BD) of line used
for Pan Aero Sub. exclusively (50,585.52)
------------
4706-0301 - (AB) 221,798.06 68,597.34 61,737.60 91,463.12
(BD) .52 miles of line used for Pan Aero Sub. 50,585.52 50,585.52
------------ ---------- ------------ ------------
Total W/O 4706-0301 272,383.58 119,182.86 61,737.60 91,463.12
------------ ---------- ------------ ------------
Total 115kV Transmission Line Allocation $ 306,321.23 129,679.04 $ 71,184.16 $105,458.03
============ ============ ============
Pan Aero Substation Facilities
--------------------------------------------------
GWO 3704-8500 -- Telemarketing $ 31,921.34 31,921.34
GWO 8009-5001 -- Construct 115kV Switching Station $ 384,612.29 * 384,612.29
GWO 8009-0301 -- Replace 115kV Circuit Breaker $ 66,016.57 66,016.57
Mesa Wind Developers (QFID 6007) - Total Interconnection Facilities $ 612,229.24 Year Installed 1984 and 1995
============
* Less Circuit Breaker replaced in below work order.
A-5
EXHIBIT A
Southern California Edison Company
Interconnection Facilities Agreement
Summary of Ownership and Cost Responsibilities
One-Line Diagram
----------------
[GRAPHIC OMITTED]
A-6