Exhibit 10.10(c)
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AMENDMENT NO. 2 TO THE AMENDED AND RESTATED INTERCONNECTION FACILITIES
AGREEMENT BETWEEN SOUTHERN CALIFORNIA EDISON COMPANY, ZOND SYSTEMS, INC., AND
VICTORY GARDEN PHASE IV PARTNERSHIP QFID NOS. 6043, 6044, AND 6102-6108
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED INTERCONNECTION FACILITIES
AGREEMENT BETWEEN SOUTHERN CALIFORNIA EDISON COMPANY AND ZOND SYSTEMS, INC.
1. PARTIES: This Amendment No. 2 ("Amendment No. 2") to the Amended and Restated
Interconnection Facilities Agreement (as amended to date, the "Agreement") by
and among Zond Systems, Inc., a California corporation ("Zond"), Victory Garden
Phase IV Partnership, a California general partnership ("Partnership"), and
Southern California Edison Company, a California corporation ("Edison"), is
entered into by Helzel and ▇▇▇▇▇▇▇▇▇▇▇, a California general partnership
("H&S"), Zond Windsystem Partners, Ltd. Series 85-A, a California limited
partnership ("85-A"), Zond Windsystem Partners, Ltd. Series 85-B, a California
limited partnership ("85-B"), Partnership, and Zond, acting on its own behalf,
and on behalf of any other owners or sellers, including, but not necessarily
limited to, Partnership, H&S, 85-A, and 85-B, collectively referred to as
("Seller") and Edison (individually "Party," together "Parties").
2. RECITALS: This Amendment No. 2 is made with reference to the following facts,
among others:
2.1 The Agreement was executed between Zond and Edison on November 18, 1988.
2.2 The Agreement was amended on October 11, 1989, to add the Partnership as an
additional seller under the Agreement; and to appoint Zond as the Project
Manager with the authority to contract for Seller, as defined in the Agreement,
on all matters pertaining to the implementation of the Agreement.
2.3 Zond has requested, and Edison has agreed, that H&S, 85-A, and 85-B be
listed as sellers under the Agreement.
2.4 The Parties wish to amend the Agreement to reflect:
(1) that the Point of Interconnection, as defined in the Power Purchase
Contracts for QFID Nos. 6043, 6044, and 6102-6108 (the "QF Contracts"), for the
projects interconnected to Edison's electrical system via the Zeewind Substation
at the 66 kV level be changed to show the Point of Interconnection as ▇▇▇▇▇▇'▇
▇▇▇▇▇▇▇ Substation, and
(2) that the energy shall flow from the project sites of the QF Contracts to
▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇ Substation via a single 230 kV transmission line separated by
ownership into two separate transmission lines. The first of which is jointly
owned by Seller, as defined in the Agreement, and Sky River Partnership and the
second of which is owned by a partnership known as Sagebrush. Sagebrush is a
California general partnership which is owned by affiliates of Seller, as
defined in the Agreement, and Sky River Partnership, among others.
(3) that H&S, 85-A, and 85-B are additional sellers under the Agreement.
2.5 Zond is a seller or Project Manager under each of the QF Contracts.
2.6 Zond is a seller and the Project Manager under the Agreement.
2.7 All obligations for the installation and operation and maintenance of the
interconnection facilities necessary for this Agreement are the responsibility
of Sagebrush, pursuant to the terms and conditions of the Interconnection
Facilities Agreement executed between SeaWest and Edison on October 4, 1988,
Document No. V66, as amended and assigned to Sagebrush on January 17, 1992, and
Sky River Partnership, pursuant to the terms and conditions of the Master
Interconnection Facilities Agreement executed between Zond and Edison, on March
26, 1990, Document No. V430, as amended and assigned to Zond Sky River
Development Corporation and further assigned to Sky River Partnership as
consented to by Edison on August 17, 1990. Attachment A to Document No. V430,
which identifies all of the interconnection facilities, is attached here as
Attachment A to this Amendment No. 2.
2.8 Zond, as a seller or Project Manager of each of the QF Contracts, has
installed on behalf of Seller, as defined in the Agreement, the necessary
facilities to provide for the interconnection of the projects covered by the QF
Contracts to Edison's electrical system at ▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇ Substation via the
interconnection facilities identified in Attachment A to this Amendment No. 2.
3. AGREEMENT: The Agreement is hereby amended as follows:
3.1 Section 1 is amended to add H&S, 85-A, and 85-B as a seller and shall now
read as follows:
"1. PARTIES. This Amended and Restated Interconnection Facilities Agreement
("Agreement") is entered into by Southern California Edison Company, a
California corporation ("Edison"), Victory Garden Phase IV Partnership, a
California general partnership ("Partnership"), Helzel and ▇▇▇▇▇▇▇▇▇▇▇, a
California general partnership ("H&S"), Zond Windsystem Partners, Ltd. Series
85-A, a California limited partnership ("85-A"), Zond Windsystem Partners, Ltd.
Series 85-B, a California limited partnership ("85-B"), and Zond Systems, Inc.,
a California corporation, acting on its own behalf and on behalf of other owners
or sellers, if any, collectively referred to as "Seller". Zond Systems, Inc.
shall act as Project Manager under this Agreement."
3.2 Section 3 of the Agreement is amended to add a new Section 3.7 which shall
read as follows:
"3.7 OF Contracts: The Power Purchase Contracts identified as QFID Nos.
6043, 6044, and 6102-6108."
3.3 Section 4 of the Agreement is amended to add a new Section 4.1.16, which
shall read as follows:
"4.1.16 The Point of Interconnection, as defined in the QF Contracts, shall be
▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇ Substation. Although the ▇▇▇▇▇▇▇ Substation is the Point of
Interconnection where the transfer of electrical Energy, as defined in the QF
Contracts, between the projects served by this Agreement and Edison takes place,
Edison shall pay for the Energy as recorded on the 12 kV meters at the
respective project sites subject to a loss compensation factor as provided for
in Section 1.13 of the QF Contracts. It is expressly understood by the Parties
that: 1) Edison is not taking possession of the Energy until it reaches the
▇▇▇▇▇▇▇ Substation; 2) the respective project's electrical Energy will be
transported from the respective project site to ▇▇▇▇▇▇▇ Substation via a single
230 kV transmission line separated by ownership into two separate transmission
lines. The first of which is jointly owned by Seller and Sky River Partnership
and the second of which is owned by a partnership known as Sagebrush; and 3)
until such time as a respective project's electrical energy has been transferred
to Edison at the ▇▇▇▇▇▇▇ Substation, Edison shall not be liable whatsoever for
any loss, damage, claim, cost, charge (including direct, indirect, or
consequential loss, damage, claim, cost, charge, or expense), including
attorneys' fees and other costs of litigation, in connection with the transport
of such electrical energy via the single 230 kV transmission line referred to
above except to the extent such loss, damage, claim, cost, or charge is directly
caused by the gross negligence or illegal or willful misconduct of Edison."
3.4 Pages 6 and 7 of Attachment A to the Agreement shall be deleted in their
entirety.
3.5 Section 7 of the Agreement is deleted and shall now read as follows:
"7. Breach. In the event of a default under this Agreement by Seller, Edison
shall notify in writing each named seller who is identified in Section 7.1 and
permit each such seller to have thirty (30) days from the receipt of such notice
to cure such default. During such cure period, Seller and Edison shall be
subject to all of their respective obligations under this Agreement. Edison
agrees that in the event that a seller identified in Section 7.1 is a
debtor-in-possession in a bankruptcy, or if the trustee in bankruptcy for such
seller, as the case may be, repudiates this Agreement or any part hereof, each
non-repudiating seller identified in Section 7.1 shall have the right and
obligation to continue this Agreement in full force and effect by performance of
all obligations of Seller hereunder, provided that such non-repudiating seller
identified in Section 7.1 remedies any and all defaults under this Agreement as
provided above. The non-repudiating sellers shall permit all existing Monolith
Power Purchase Contracts subject to this Agreement to continue to interconnect
with Edison's transmission system pursuant to this Agreement. Edison's failure
to give any such notice of Seller's default, provided it shall have attempted to
give notice in accordance with Section 7.1 hereto, (i) shall not affect Edison's
rights and privileges under the Agreement and (ii) shall not give any Party a
right of action for damage against Edison.
7.1 Zond Systems, Inc.
Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Zond Windsystem Partners, Ltd.
Series 85-A
Address: c/o Zond Systems, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Zond Windsystem Partners, Ltd.
Series 85-B
Address: c/o Zond Systems, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Victory Garden Phase IV Partnership
Address: c/o Zond Systems, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Helzel and ▇▇▇▇▇▇▇▇▇▇▇
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇ ▇. ▇▇▇▇▇▇
4. OTHER CONTRACT TERMS AND CONDITIONS: Except as expressly amended by Amendment
No. 1 and this Amendment No. 2, the terms and conditions of the Agreement shall
remain in full force and effect.
5. CAPITALIZED TERMS: All capitalized terms used but not defined in this
Amendment No. 2 shall have the meanings given them in the Agreement.
6. EFFECTIVE DATE: This Amendment No. 2 shall become effective when it has been
duly executed by the Parties.
7. SIGNATURE CLAUSE: The signatories hereto represent that they have been duly
authorized to execute this Amendment No. 2 on behalf of the Party for whom they
sign. Zond, as Project Manager under the Agreement, represents that it has been
duly authorized and has full power to enter into this Amendment No. 2 to the
Agreement on behalf of Seller of the Agreement.
This Amendment No. 2 to the Agreement is hereby executed as of this 31st
day of August, 1992.
SOUTHERN CALIFORNIA EDISON COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Vice President
ZOND SYSTEMS, INC., as Project
Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: President
VICTORY GARDEN PHASE IV
PARTNERSHIP,
a California general partnership
By: Zond Victory Garden Phase IV
Development Corporation, a
California corporation,
Its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Its: President
HELZEL AND ▇▇▇▇▇▇▇▇▇▇▇,
a California general partnership
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
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Its: General Partner
ZOND WINDSYSTEM PARTNERS, LTD.
SERIES 85-A, a California limited
partnership
By: Zond Windsystems Management
Corporation III, a
California corporation
Its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Its: President
ZOND WINDSYSTEM PARTNERS, LTD.
SERIES 85-B, a California
limited partnership
By: Zond Windsystems Management
Corporation IV, a California
corporation,
Its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Its: President
ATTACHMENT A
TO
AMENDMENT NO. 2
ATTACHMENT A
SERVICE ADDRESS: Sections 32 and 33, Township 32 South, Range 14, West,
MDBM.
DATE APPLICANT DESIRES INTERCONNECTION FACILITIES
AVAILABLE: December 1, 1990
DATE APPLICANT WILL BEGIN CONSTRUCTION OF THE GENERATING FACILITY:
September 1, 1990
DESCRIPTION OF INTERCONNECTION FACILITIES:
Edison's Appendant Facilities Added One-time
For termination at ▇▇▇▇▇▇▇ Substation: Facilities Cost
---------- --------
230 kV line position, termination $2,011,100 $28,000
of the transmission line, required
protection changes in the control
house and revenue metering
Transmission Line $ 846,000 $ 3,000
Additional Protection Facilities $ 118,000 $ 9,300
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Needed to Interconnect Sky River
Partnership's Projects to $2,975,100 $40,300
Sagebrush Line
Sagebrush Purchased Equipment: $ 665,200
CB 230 kV 3000A 63 kV (2 each)
200 kV metering units (3 each)
CCTV's 138,000 - 120/240 V (3 each)
230 kV lightning arresters (3 each)
230 kV 30 disc. Switch (4 each)
Additional Sky River Partnership $40,000
Purchased Equipment to Interconnect
the Sky River Partnership Projects to
Sagebrush Line.
Sagebrush Appendant Facilities:
230 kV 1590 ASCR Transmission line
230/33 and/or 66 kV Substation
33/66 kV Transmission Lines
between switching substation
and 230 kV substation for
each Project connected to
the 230 kV Substation
A-1
Attachment A to Interconnection Facilities Agreement
ATTACHMENT A
R/W for all facilities
TOTAL COST OF EDISON APPENDANT FACILITIES*:
ESTIMATED $2,975,100
ADDED INVESTMENT*: ESTIMATED $2,975,100
ADDED INVESTMENT: RECORDED BOOK COST $________________
INCOME TAX CONTRIBUTION COMPONENT FOR EDISON APPENDANT
FACILITIES AND SELLER PURCHASED EQUIPMENT AT 28%: $847,028
DATE SERVICE FIRST RENDERED BY MEANS OF THE
INTERCONNECTION FACILITIES:________________
1) Pursuant to the Master Interconnection Facilities Agreement between Zond
System, Inc. and Southern California Edison Company, Document V66, as amended
("IFA"), the Seller, under said IFA, shall: (a) provide proper voltage and var
controlling equipment to maintain unity power factor at ▇▇▇▇▇▇▇ Substation as
determined by Edison; (b) provide all required relay protection, as determined
by Edison, at the Projects' site Substations; (c) provide the necessary Right of
Way for the transmission line from their Project sites to ▇▇▇▇▇▇▇ Substation;
(d) pay the gross-up for federal income tax on the value of the capital
contribution paid for the facilities Edison will install; (e) is responsible for
the initial payment, for any additional payment as the result of the
determination of actual recorded cost and for any tax on the contribution in aid
of construction for the facilities needed to interconnect Sky River
Partnership's Projects to the 230 kV line; (f) deed the additional Seller
Purchased equipment to interconnect Sky River Partnership's Projects to the
Sagebrush Line to Edison prior to interconnection; (g) has the responsibility
for the payment of the initial cost and the monthly operation and maintenance
costs for the facilities needed to interconnect the Sky River Partnership's
Projects, which includes the Projects covered by this Agreement.
2) Pursuant to the Interconnection Facilities Agreement between SeaWest
Industries, Inc., and Southern California Edison Company, Document V430, as
amended ("IFA2"), the Seller, under said IFA2, shall: (a) provide proper voltage
and var controlling equipment to maintain unity power factor at ▇▇▇▇▇▇▇
Substation as determined by Edison; (b)
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* Cost estimates are for informational purposes only and are not binding unless
provided in writing by Edison pursuant to a written request by Seller.
A-2
Attachment A to Interconnection Facilities Agreement
provide all required relay protection, as determined by Edison, at the Projects'
site Substations; (c) provide the necessary Right of Way for the transmission
line from their Project sites to ▇▇▇▇▇▇▇ Substation; (d) pay the gross-up for
federal income tax on the value of the capital contribution paid for the
facilities Edison will install; (e) provide the necessary 1590 ACSR Cable to
terminate the transmission line at ▇▇▇▇▇▇▇ Substation. Edison will provide the
labor to terminate the transmission line at ▇▇▇▇▇▇▇ Substation; (f) is
responsible for the initial payments, for any additional payment due based on
the determination of the actual recorded costs of the facilities and is entitled
to any refund as the result of Edison's determination of the actual recorded
costs for all of Edison's Appendant Facilities, for the Sagebrush Purchased
Equipment and any contribution in aid of construction tax due except for the
additional protection facilities needed to interconnect Sky River Partnership's
Projects to the Sagebrush 230 kV line; (g) has the responsibility for the
payment of the initial cost and the monthly operation and maintenance costs for
added investment except for the additional facilities needed to interconnect the
Sky River Partnership to ▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇ Substation.
3) The facilities installed pursuant to this Agreement are to serve the Sky
River Partnership I, II, and III Projects and SeaWest Industries, Inc.'s Desert
Winds I, II, and III Projects. In addition, Zond has transferred the
interconnection point of the Monolith I, II, VII, VIII, IX, X, XI, XII, and XIII
Projects from Edison's 66 kV subtransmission system at the Zeewind Substation to
this 230 kV transmission line. The Desert Winds and Monolith Projects shall be
covered by separate Interconnection Facilities Agreements.
4) The Sellers of the QF Contracts shall not be liable for the estimated or
recorded Cost of Edison's Appendant facilities, for the added investment, or the
monthly operation and maintenance costs of these interconnection facilities
provided that these costs are paid by the Sellers as defined in Documents V66
and V430.
5) In the event the Sellers as defined in Documents V66 and V430 do not pay for
the estimated or recorded cost of Edison's appendant facilities, for the added
investment, or the monthly operation and maintenance costs of these facilities,
the projects of the QF contracts may remain interconnected to ▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇
Substation provided that the Sellers of the QF contracts shall be jointly and
severely liable for the costs.
A-3
Attachment A to Interconnection Facilities Agreement