EX-10.3.13 32 file024.htm POWER PURCHASE CONTRACT

Exhibit 10.3.13

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

SCE STANDARD CONTRACT

LONG TERM POWER PURCHASE

POWER PURCHASE CONTRACT

BETWEEN

SOUTHERN CALIFORNIA EDISON COMPANY

AND

MAMMOTH PACIFIC

(CASA DIABLO GEOTHERMAL II)

12 MW NAME PLATE
NEW FACILITY GII

DOCUMENT NO.: 2433H
EFFECTIVE DATE: SEPTEMBER 7, 1983
REVISED: MAY 4, 1984

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

Table of Contents
-----------------

SECTION TITLE PAGE
------- ----- ----
1 PROJECT SUMMARY 1

GENERAL TERMS & CONDITIONS

2 DEFINITIONS 6

3 TERM 11

4 GENERATING FACILITY 12

5 OPERATING OPTIONS 20

6 INTERCONNECTION FACILITIES 22

7 ELECTRICAL LINES AND ASSOCIATED EASEMENTS 23

8 METERING 24

9 POWER PURCHASE PROVISIONS 26

10 PAYMENT AND BILLING PROVISIONS 42

11 TAXES 46

12 TERMINATION 47

13 LIABILITY 47

14 INSURANCE 49

15 UNCONTROLLABLE FORCES 51

16 NONDEDICATION OF FACILITIES 53

17 PRIORITY OF DOCUMENTS 53

18 NOTICES AND CORRESPONDENCE 53

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

19 PREVIOUS COMMUNICATIONS 54

20 NONWAIVER

54 SUCCESSORS AND ASSIGNS 55

22 EFFECT OF SECTION READINGS 55

23 GOVERNING LAW 55

24 MULTIPLE ORIGINALS 56
SIGNATURES

iii

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

1. PROJECT SUMMARY
---------------

This Contract is entered into between Southern California Edison Company
("Edison") and Mammoth Pacific ("Seller"). Seller is willing to construct,
own, and operate a Qualifying Facility and sell electric power to Edison
and Edison is willing to purchase electric power delivered by Seller to
Edison at the Point of Interconnection pursuant to the terms and
conditions set forth as follows:

1.1 All notices shall be sent to Seller at the following address:

Mammoth Pacific
6055 East Washington Boulevard
Commerce, CA 90040

1.2 Seller's Generating Facility:

a. Nameplate Rating: 12,000 kW.

b. Location: Casa Diablo (Mammoth Lakes), California

c. Type (Check One):

_____ Cogeneration Facility

[X] Small Power Production Facility

d. Delivery of power to Edison at a nominal 33,000 volts.

e. Seller shall commence construction of the Generating
Facility by April l986.

1.3 Edison Customer Service District:

Bishop District

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

374 Lagoon Street
Bishop, CA 93514

1.4 Location of Edison Operating Switching Center:

Bishop Hydro Division
Control Substation, Route 1
Bishop, CA 93514

1.5 Contract Capacity: 0 kW

1.5.1 Estimated as-available capacity: 9,100 kW.

1.6 Expected annual production: 48,000,000 kWh.

1.7 Expected Firm Operation for each generating unit(s): February 1987

1.8 Contract Term: 30 years

1.9 Operating Options pursuant to Section 5: (Check One)

[N/A] Operating Option I. Entire Generator output dedicated to
Edison. No electric service or standby service required.

[N/A] Operating Option II. Entire Generator output dedicated to
Edison with separate electric service required.

a. Electric service Tariff Schedule No. ____ pursuant to
Section 10.2.

b. Contract demand: ____ kW.

[X] Operating Option III. Excess generator output dedicated
to Edison with Seller serving own load.

a. Electric service Tariff Schedule No. TOU--8 pursuant to
Section 10.2.

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

b. Contract demand: 1,900 kW.

c. Standby Demand: 1,900 kW pursuant to Section 10.2.

d. Maximum electrical requirements expected: 1,900 kW.

e. Standby electric service Tariff Schedule No. SCG-1 pursuant
to section 10.2.

f. Minimum monthly charge for standby services: [N/A].

1.10 Interconnection Facilities Agreement pursuant to Section 6 shall be:
(Check One)

[N/A] - Added Facilities Basis (Appendix A.l)

[N/A] - Capital Contribution Basis (Appendix A.2)

[X] - Seller Owned and Operated Basis (Appendix A.3)

1.11 The Capacity Payment Option selected by Seller pursuant to Section
9.1 shall be: (Check One)

[X] Option A - As-available capacity based upon:

[N/A] Standard Offer No. 1 Capacity Payment

Schedule, or

[X] Forecast of Annual As-Available Capacity Payment
Schedule. The as-available capacity price (first
year): 194/kW--yr. (Appendix B)

[X] Option B - Firm Capacity (check one)

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

[N/A] Standard Offer No. 2 Capacity Payment Schedule in
effect at time of Contract execution.

[N/A] Standard Offer No. 2 Capacity Payment Schedule in
effect at time of Firm Operation of first generating
unit.

Contract Capacity Price: $__/kW-yr. (Firm Capacity).

1.12 The Energy Payment Option selected by Seller pursuant to Section
9.2 shall be: (Check One)

[X] Option 1 - Forecast of Annual Marginal Cost of Energy in
effect at date of execution of this Contract. (Appendix C)

[N/A] Option 2 - Levelized Forecast of Marginal Cost of Energy
in effect at date of execution of this Contract. Levelized
Forecast for the expected date of Firm Operation is
___(cent)/kWh. If Seller's Generating Facility is an
oil/natural gas fueled cogenerator, Seller may not select
Option 2.

For the energy payment refund pursuant to Section 9.5
under Option 2. Edison's Incremental Cost of Capital is
____%. Seller may change once between Options 1 and 2,
provided Seller delivers written notice of such change at
least 90 days prior to the date of Firm Operation. For
Option 1 or 2, Seller elects to receive the following
percentages in 20% increments, the total of which shall
equal 100%:

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

[100] Percent of Forecast of Marginal Cost of Energy
(Annual or Levelized), not to exceed 20% of the
annual forecast for oil/natural gas fueled
cogenerators, and

[0] Percent of Edison's published avoided cost of
energy based on Edison's full avoided operating
costs as updated periodically and accepted by the
Commission.

[N/A] Option 3 - Incremental Energy Rate. Seller may select:

[N/A] Forecast of Incremental Energy Rate in effect at
date of execution of this Contract (Appendix D),
or
[NA] A range in increments of 100 Btu/kWh above and
below the forecast of incremental energy rates for
each year during the First Period of the Contract
Term as follows:

Year Range Year Range Year Range

------- -------- ------- --------- ------- ------

1.13 Metering Location (Check one)

Seller elects metering location pursuant to Section 8 as
follows:

[X] Edison's side of the Interconnection Facilities

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

[N/A] Seller's aide of the Interconnection Facilities. Loss
compensation factor is equal to _____, pursuant to Section
8.3.

CENTRAL TERMS & CONDITIONS

2. DEFINITIONS

When used with initial capitalizations, whether in the singular or in the
plural, the following terms shall have the following meanings:

2.1 Adjusted Capacity Price: The $/kW-yr capacity purchase price based
on the Capacity Payment Schedule in effect at time of Contract
execution for the time period beginning on the date of Firm
Operation for the first generating unit and ending on the date of
termination or reduction of Contract Capacity under Capacity
Payment Option B.

2.2 Appendix A.1: Interconnection Facilities Agreement -- Added
Facilities Basis

2.3 Appendix A.2: Interconnection Facilities Agreement -- Capital
Contribution Basis

2.4 Appendix A.3: Interconnection Facilities Agreement -- Seller
Owned and Operated Basis

2.5 Appendix B: Forecast of Annual As Available Capacity Payment
Schedule

2.6 Appendix C: Forecast of Annual Marginal Cost of Energy

2.7 Appendix D: Forecast of Incremental Energy Rates.

2.8 Capacity Payment Schedule(s): Published capacity payment
schedule(s) as authorized by the Commission for as-available or
firm capacity.

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

2.9 Commission: The Public Utilities Commission of the State of
California.

2.10 Contract: This document and Appendices, as amended from time to
time.

2.11 Contract Capacity: The electric power producing capability of the
Generating Facility which is committed to Edison.

2.12 Contract Capacity Price: The capacity purchase price from the
Capacity Payment Schedule approved by the Commission for Capacity
Payment Option B.

2.13 Contract Term: Period in years commencing with date of Firm
Operation for the first generating unit(s) during which Edison
shall purchase electric power from Seller.

2.14 Current Capacity Price: The $/kW-yr capacity price provided in the
Capacity Payment Schedule determined by the year of termination or
reduction of Contract Capacity and the number of years from such
termination or reduction to the expiration of the Contract Term
for Capacity Payment Option B.

2.15 Edison: The Southern California Edison Company.

2.16 Edison Electric System Integrity: The state of operation of
Edison's electric system in a manner which is deemed to minimize
the risk of injury to persons and/or property and enables Edison
to provide adequate and reliable electric service to its
customers.

2.17 Emergency: A condition or situation which in Edison's sole
judgment affects Edison Electric System Integrity.

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

2.18 Energy: Kilowatthours generated by the Generating Facility which
are purchased by Edison at the Point of Interconnection.

2.19 Firm Operation: The date agreed on by the Parties on which each
generating unit(s) of the Generating Facility is determined to be
a reliable source of generation and on which such unit can be
reasonably expected to operate continuously at its effective
rating (expressed in kW).

2.20 First Period: The period of the Contract Term specified in Section
3.1.

2.21 Forced Outage: Any outage other than a scheduled outage of the
Generating Facility that fully or partially curtails its
electrical output.

2.22 Generating Facility: All of Seller's generators, together with all
protective and other associated equipment and improvements,
necessary to produce electrical power at Seller's Facility
excluding associated land, land rights, and interests in land.

2.23 Generator: The generator(s) and associated prime mover(s), which
are a part of the Generating Facility.

2.24 Interconnection Facilities: Those protection, metering, electric
line(s), and other facilities required in Edison's sole judgment
to permit an electrical interface between Edison's system and the
Generating Facility in accordance with Edison's Tariff Rule No. 21
titled Cogeneration and Small Power Production Interconnection
Standards filed with the Commission.

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

2.25 Interconnection Facilities Agreement: That document which is
specified in Section 1.10 and is attached hereto.

2.26 KVAR: Reactive kilovolt-ampere, a unit of measure of reactive
power.

2.27 Operate: To provide the engineering, purchasing, repair,
supervision, training, inspection, testing, protection, operation,
use, management, replacement. retirement, reconstruction, and
maintenance of and for the Generating Facility in accordance with
applicable California utility standards and good engineering
practices.

2.28 Operating Representatives: Individual(s) appointed by each Party
for the purpose of securing effective cooperation and interchange
of information between the Parties in connection with
administration and technical matters related to this Contract.

2.29 Parties: Edison and Seller.

2.30 Party: Edison or Seller.

2.31 Peak Months: Those months which the Edison annual system peak
demand could occur. Currently, but subject to change with notice,
the peak months for the Edison system are June, July, August, and
September.

2.32 Point of Interconnection: The point where the transfer of
electrical energy between Edison and Seller takes place.

2.33 Project: The Generating Facility and Interconnection Facilities
required to permit operation of Seller's Generator in parallel
with Edison's electric system.

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

2.34 Protective Apparatus: That equipment and apparatus installed by
Seller and/or Edison pursuant to Section 4.2.

2.35 Qualifying Facility: Cogeneration or Small Power Production
Facility which meets the criteria as defined in Title 18, Code of
Federal Regulations, Section 292.201 through 292.207.

2.36 Second Period: The period of the Contract Term specified in
Section 3.2.

2.37 Seller: The Party identified in Section 1.0.

2.38 Seller's Facility: The premises and equipment of Seller located as
specified in Section 1.2.

2.39 Small Power Production Facility: The facilities and equipment
which use biomass, waste, or renewable resources, including wind,
solar, geothermal, and water, to produce electrical energy as
defined in Title 18, code of Federal Regulations, Section 292.201
through 292.207.

2.40 Standby Demand: Seller's electrical load requirement that Edison
is expected to serve when Seller's Generating Facility is not
available.

2.41 Summer Period: Defined in Edison's Tariff Schedule No. TOU-8 as
now in effect or as may hereafter be authorized by the Commission.

2.42 Tariff Schedule No. TOU-8: Edison's time-of-use energy tariff for
electric service exceeding 500 kW, as now in effect or as may
hereafter be authorized by the Commission.

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

2.43 Uncontrollable Forces: Any occurrence beyond the control of a
Party which causes that Party to be unable to perform its
obligations hereunder and which a Party has been unable to
overcome by the exercise of due diligence, including but not
limited to flood, drought, earthquake, storm, fire, pestilence,
lightning and other natural catastrophes, epidemic, war, riot,
civil disturbance or disobedience, strike, labor dispute, action
or inaction of legislative, judicial, or regulatory agencies, or
other proper authority, which may conflict with the terms of this
Contract, or failure, threat of failure or sabotage of facilities
which have been maintained in accordance with good engineering and
operating practices in California.

2.44 Winter Period: Defined in Edison's Tariff Schedule No. TOU-8 as
now in effect or as may hereafter be authorized by the Commission.

3. TERM

This Contract shall be effective upon execution by the Parties and shall
remain effective until either Party gives 90 days prior written notice of
termination to the other Party, except that such notice of termination
shall not be effective to terminate this Contract prior to expiration of
the Contract Term specified in Section 1.8.

3.1 The First Period of the Contract Term shall commence upon date of
Firm Operation but not later than five years from the date of
execution of this Contract.

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

a. If the Contract Term specified in Section 1.8 is 15
years, the First Period of the Contract Term shall be
for five years.

b. If the Contract Term specified in Section 1.8 is 20, 25,
or 30 years, the First Period of the Contract Term shall
be for 10 years.

3.2 The Second Period of the Contract Term shall commence upon
expiration of the First Period and shall continue for the
remainder of the Contract Term.

4. GENERATING FACILITY

4.1 Ownership

The Generating Facility shall be owned by Seller.

4.2 Design

4.2.1 Seller, at no cost to Edison, shall:

a. Design the Generating Facility.

b. Acquire all permits and other approvals necessary
for the construction, operation, and maintenance of
the Generating Facility.

c. Complete all environmental impact studies necessary
for the construction, operation, and maintenance of
the Generating Facility.

d. Furnish and install the relays, meters, power
circuit breakers, synchronizer, and other control
and Protective Apparatus as shall

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

be agreed to by the Parties as being necessary for
proper and safe operation of the Project in
parallel with Edison's electric system.

4.2.2 Edison shall have the right to:

a. Review the design of the Generating Facility's
electrical system and the Seller's Interconnection
Facilities. Such review may include, but not be
limited to, the Generator, governor, excitation
system, synchronizing equipment, protective relays,
and neutral grounding. The Seller shall be notified
in writing of the outcome of the Edison review
within 30 days of the receipt of all specifications
for both the Generating Facility and the
Interconnection Facilities. Any flaws perceived by
Edison in the design shall be described in Edison's
written notice.

b. Request modifications to the design of the
Generating Facility's electrical system and the
Seller's Interconnection Facilities. Such
modifications shall be required if necessary to
maintain Edison Electric System Integrity when in
parallel with the Edison electric system.

4.2.3 If Seller's Generating Facility includes an
induction-type generator(s), Seller shall provide
individual power factor correction capacitors for each
such generator. Such capacitors shall be switched on and
off simultaneously with each of the associated
induction-type

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

generator(s) of the Generating Facility. The KVAR rating
of such capacitors shall be the highest standard value
which will not exceed such generators no-load KVAR
requirement. Seller shall not install power factor
correction in excess of that required by this Section
unless agreed to in writing by the Parties.

4.3 Construction

Edison shall have the right to review, consult with, and make
recommendations regarding Seller's construction schedule and to
monitor the construction and start-up of the Project. Seller shall
notify Edison, at least one year prior to Firm Operation, of
changes in Seller's Construction Schedule which may affect the
date of Firm operation.

4.4 Operation

4.4.1 The Generating Facility and Seller's Protective Apparatus
shall be operated and maintained in accordance with
applicable California utility industry standards and good
engineering practices with respect to synchronizing,
voltage and reactive power control. Edison shall have the
right to monitor operation of the Project and may require
changes in Seller's method of operation if such changes
are necessary, in Edison's sole judgment, to maintain
Edison Electric System Integrity.

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

4.4.2 Seller shall notify in writing Edison's
Operating Representative at least 14 days prior to:

a. the initial testing of Seller's Protective
Apparatus; and

b. the initial parallel operation of Seller's
Generators with Edison's electrical system.

Edison shall have the right to have a representative
present at each event.

4.4.3 Edison shall have the right to require Seller to
disconnect the Generator from the Edison electric system
or to reduce the electrical output from the Generator
into the Edison electric systems whenever Edison
determines, in its sole judgment, that such a
disconnection is necessary to facilitate maintenance of
Edison's facilities, or to maintain Edison Electric
System Integrity. If Edison requires Seller to disconnect
the Generator from the Edison electric system pursuant to
this section 4.4.3, Seller shall have the right to
continue to serve its total electrical requirements
provided Seller has elected Operating Option III. Each
Party shall endeavor to correct, within a reasonable
period, the condition on its system which necessitates
the disconnection or the reduction of electrical output.
The duration of the disconnection or the reduction in
electrical output shall be limited to the period of time
such a condition exists.

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

4.4.4 the Generating Facility shall be operated with all of
Seller's Protective Apparatus in service whenever the
Generator is connected to or is operated in parallel with
the Edison electric system. Any deviation for brief
periods of emergency or maintenance shall only be by
agreement of the Parties.

4.4.5 Each Party shall keep the other Party's Operating
Representative informed as to the operating schedule of
their respective facilities affecting each other's
operation hereunder, including any reduction in Contract
Capacity availability. In addition, Seller shall provide
Edison with reasonable advance notice regarding its
scheduled outages including any reduction in Contract
Capacity availability. Reasonable advance notice is as
follows:

SCHEDULED OUTAGE EXPECTED DURATION ADVANCE NOTICE
TO EDISON
Less then one day 24 Hours
One day or more
(except major overhauls) 1 Week
Major overhaul 6 Months

4.4.6 Notification by each Party's Operating Representative of
outage date and duration should be directed to the other
Party's Operating Representative by telephone.

4.4.7 Seller shell not schedule major overhauls during Peak
Months.

4.4.8 Seller shall maintain an operating log at Seller's
Facility with records of: real and reactive power
production; changes in operating status, outages,
Protective Apparatus operations; and any unusual
conditions found during inspections. Changes in setting
shall also be logged for Generators which are
"block-loaded" to a specific kW capacity. In addition,
Seller shall maintain records applicable to the
Generating Facility, including the electrical
characteristics of the Generator and settings or
adjustments of the Generator control equipment and
protective devices. Information maintained pursuant to
this Section 4.4.8 shall be provided to Edison, within 30
days of Edison's request.

4.4.9 If, at any time, Edison doubts the integrity of any of
Seller's Protective Apparatus and believes that such loss
of integrity would impair the Edison Electric System
Integrity, Seller shall demonstrate to Edison's
satisfaction, the correct calibration and operation of
the equipment in question.

4.4.10 Seller shall test all protective devices specified in
Section 4.2 with qualified Edison personnel present at
intervals not to exceed four years.

4.4.11 Seller shall, to the extent possible, provide reactive
power for its own requirements, and where applicable, the
reactive power losses of

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

interfacing transformers. Seller shall not deliver excess
reactive power to Edison unless otherwise agreed upon
between the Parties.

4.4.12 The Seller warrants that the Generating Facility meets
the requirements of a Qualifying Facility as of the
effective date of this Contract and continuing through
the Contract Term.

4.4.13 The Seller warrants that the Generating Facility shall at
all times conform to all applicable laws and regulations.
Seller shall obtain and maintain any governmental
authorizations and permits for the continued operation of
the Generating Facility. If at any time Seller does not
hold such authorizations and permits, Seller agrees to
reimburse Edison for any loss which Edison incurs as a
result of the Seller's failure to maintain governmental
authorization and permits.

4.4.14 At Edison's request, Seller shall make all reasonable
effort to deliver power at an average rate of delivery at
least equal to the Contract Capacity during periods at
Emergency. In the event that the Seller has previously
scheduled an outage coincident with an Emergency, Seller
shall make all reasonable efforts to reschedule the
outage. The notification periods listed in Section 4.4.5
shall be waived by Edison if Seller reschedules the
outage.

4.4.15 Seller shall demonstrate the ability to provide Edison
the specified Contract Capacity within 30 days of the
date of Firm Operation.

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

Thereafter, at least once per year at Edison's request,
Seller shall demonstrate the ability to provide Contract
Capacity for a reasonable period of time as required by
Edison. Seller's demonstration of Contract Capacity shall
be at Seller's expense and conducted at a time and
pursuant to procedures mutually agreed upon by the
Parties. If Seller fails to demonstrate the ability to
provide Contract Capacity, the Contract Capacity shall be
reduced by agreement of the Parties pursuant to Section
9.1.2.5.

4.5 Maintenance

4.5.1 Seller shall maintain the Generating Facility in
accordance with applicable California utility industry
standards and good engineering and operating practices.
Edison shall have the right to monitor such maintenance
of the Generating Facility. Seller shall maintain and
deliver a maintenance record of the Generating Facility
to Edison's Operating Representatives upon request.

4.5.2 Seller shall make a reasonable effort to schedule routine
maintenance during Off-Peak Months. Outages for scheduled
maintenance shall not exceed a total of 30 peak hours for
the Peak Months.

4.5.3 The allowance for scheduled maintenance is as follows:

a. Outage periods for scheduled maintenance shall not
exceed 840 hours (35 days) in any 12-month period.
This allowance may be

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

used in increments of an hour or longer on a
consecutive or nonconsecutive basis.

b. Seller may accumulate unused maintenance hours on a
year-to-year basis up to a maximum of 1,080 hours
(45 days). This accrued time must be used
consecutively and only for major overhauls.

4.6 Any review by Edison of the design, construction, operation, or
maintenance of the Project is solely for the information of
Edison. By making such review, Edison makes no representation as
to the economic and technical feasibility, operational capability,
or reliability of the Project. Seller shall in no way represent to
any third party that any such review by Edison of the Project,
including, but not limited to, any review of the design,
construction, operation, or maintenance of the Project by Edison,
is a representation by Edison as to the economic and technical
feasibility, operational capability, or reliability of said
facilities. Seller is solely responsible for economic and
technical feasibility, operational capability, and reliability
thereof.

5. OPERATING OPTIONS

5.1 Seller shall elect in Section 1.9 to Operate its Generating
Facility in parallel with Edison's electric system pursuant to one
of the following options:

a. Operating Option I: Seller dedicates the entire Generator
output to Edison with no electrical service required from
Edison.

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

b. Operating Option II: Seller dedicates the entire
Generator output to Edison with electrical service
required from Edison.

c. Operating Option III: Seller dedicates to Edison only
that portion of the Generator output in excess of
Seller's electrical service requirements. As much as
practicable, Seller intends to serve its electrical
requirements from the Generator output and will require
electrical standby from Edison as designated in Section
1.9.

5.2 After expiration of the First Period of the Contract Term, Seller
may change the Operating Option, but not more than once per year
upon at least 90 days prior written notice to Edison. A reduction
in Contract Capacity as a result of a change in operating options
shall be subject to Section 9.1.2.5. Edison shall not be required
to remove or reserve capacity of Interconnection Facilities made
idle by a change in operating options. Edison may dedicate any
such idle Interconnection Facilities at any time to serve other
customers or to interconnect with other electric power sources.
Edison shall process requests for changes of operating option in
the chronological order received.

5.2.1. When the Seller wishes to reserve Interconnection
Facilities paid for by the Seller but idled by a change
in operation option, Edison shall impose a special
facilities charge related to the operation and
maintenance of the Interconnection Facility. When the
Seller no longer needs said facilities for which it has
paid, the Seller shall

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

receive credit for the net salvage value of the
Interconnection Facilities dedicated to Edison's use. If
Edison is able to make use of these facilities to serve
other customers, the Seller shall receive the fair market
value of the facilities determined as of the date the
Seller either decides no longer to use said facilities or
fails to pay the required maintenance fee.

6. INTERCONNECTION FACILITIES

6.1 The Parties shall execute an Interconnection Facilities Agreement
selected by Seller in Section 1.10, covering the design,
installation, operation and maintenance of the Interconnection
Facilities required in Edison's sole judgment, to permit an
electrical interface between the Parties pursuant to Edison's
Tariff Rule No. 21.

6.2 The cost for the Interconnection Facilities set forth in the
appendices specified in Section 1.10, are estimates only for
Seller's information and will be adjusted to reflect recorded
costs after installation is complete; except that, upon Seller's
written request to Edison, Edison shall provide a binding estimate
which shall be the basis for the Interconnection Facilities cost
in the Interconnection Facilities Agreement executed by the
Parties.

6.3 The nature of the Interconnection Facilities and the Point of
Interconnection shall be set forth either by equipment lists or
appropriate one-line diagrams and shall be attached to the
appropriate appendix specified in Section 1.10.

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

6.4 The design, installation, operation, maintenance, and
modifications of the Interconnection Facilities shall be at
Seller's expense.

6.5 Seller shall not commence parallel operation of the Generating
Facility until written approval for operation of the
Interconnection Facilities has been received from Edison. The
Seller shall notify Edison at least forty-five days prior to the
initial energizing of the Point of Interconnection. Edison shall
have the right to inspect the Interconnection Facilities within
thirty days of receipt of such notice. It the facilities do not
pass Edison's inspection, Edison shall provide in writing the
reasons for this failure within five days of the inspection.

6.6 Seller, at no cost to Edison, shall acquire all permits and
approvals and complete all environmental impact studies necessary
for the design, installation, operation, and maintenance of the
Interconnection Facilities.

7. ELECTRIC LINES AND ASSOCIATED EASEMENTS

7.1 Edison shall, as it deems necessary or desirable, build electric
lines, facilities and other equipment, both overhead and
underground, on and off Seller's Facility, for the purpose of
effecting the agreements contained in this Contract. The physical
location of such electric lines, facilities and other equipment on
Seller's Facility shall be determined by agreement of the Parties.

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

7.2 Seller shall reimburse Edison for the cost of acquiring property
rights off Sellers's Facility required by Edison to meet its
obligations under this Contract.

7.3 Seller shall grant to Edison, without cost to Edison, and by an
instrument of conveyance, acceptable to Edison, rights of way,
easements and other property interests necessary to construct,
reconstruct, use, maintain, alter, add to, enlarge, repair,
replace, inspect and remove, at any time, the electric lines,
facilities or other equipment, both overhead and underground,
which are required by Edison to effect the agreements contained in
the Contract. Seller shall also provide the rights of ingress and
egress at all reasonable times necessary for Edison to perform the
activities contemplated in the Contract.

7.4 The electric lines, facilities, or other equipment referred to in
this Section 7 installed by Edison on or off Seller's Facility
shall be and remain the property of Edison.

7.5 Edison shall have no obligation to Seller for any delay or
cancellation due to inability to acquire a satisfactory right of
way, easements, or other property interests.

8. METERING

8.1 All meters and equipment used for the measurement of electric
power for determining Edison's payments to Seller pursuant to this
Contract shall be

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

provided, owned, and maintained by Edison at Seller's expense in
accordance with Edison's Tariff Rule No. 21.

8.2 All meters and equipment used for billing Seller for electric
service provided to Seller by Edison under Operating Options II or
III shall be provided, owned, and maintained by Edison at Edison's
expense in accordance with Edison's Tariff Rule No. 16.

8.3 The meters and equipment used for measuring the Energy sold to
Edison shall be located on the side of the Interconnection
Facilities as specified by Seller in Section 1.13. If the metering
equipment is located on Seller's side of the Interconnection
Facilities, then a loss compensation factor agreed upon by the
Parties shall be applied. At the written request of the Seller,
and at Seller's sole expense, Edison shall measure actual
transformer losses. If the actual measured value differs from the
agreed upon loss compensation factor, the actual value shall be
applied prospectively. If the meters are placed on Edison's side
of the Interconnection Facilities, service shall be provided at
the available transformer high-side voltage.

8.4 For purposes of monitoring the Generator operation and the
determination of standby charges, Edison shall have the right to
require, at Seller's expense, the installation of generation
metering. Edison may also require the installation of telemetering
equipment at Seller's expense for Generating Facilities equal to

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

or greater than 10 MW. Edison may require the installation of
telemetering equipment at Edison's expense for Generating
Facilities less than 10 MW.

8.5 Edison's meters shall be sealed and the seals shall be broken only
when the meters are to be inspected, tested, or adjusted by
Edison. Seller shall be given reasonable notice of testing and
have the right to have its Operating Representative present on
such occasions.

8.6 Edison's meters installed pursuant to this Contract shall be
tested by Edison, at Edison's expense, at least once each year and
at any reasonable time upon request by either Party, at the
requesting Party's expense. If Seller makes such request, Seller
shall reimburse said expense to Edison within thirty days after
presentation of a bill therefor.

8.7 Metering equipment found to be inaccurate shall be repaired,
adjusted, or replaced by Edison such that the metering accuracy of
said equipment shall be within two percent. If metering equipment
inaccuracy exceeds two percent, the correct amount of Energy and
Contract Capacity delivered during the period of said inaccuracy
shall be estimated by Edison and agreed upon by the Parties.

9. POWER PURCHASE PROVISIONS

Prior to the date of Firm Operation, Seller shall be paid for Energy only
pursuant to Edison's published avoided cost of energy based on Edison's
full avoided operating cost as periodically updated and accepted by the
Commission. If at any time Energy

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

can be delivered to Edison and Seller is contesting the claimed
jurisdiction of any entity which has not issued a license or other
approval for the Project, Seller, in its sole discretion and risk, may
deliver Energy to Edison and for any Energy purchased by Edison, Seller
shall receive payment from Edison for (i) Energy pursuant to this Section,
and (ii) as-available capacity based on a capacity price from the Standard
Offer No. 1 Capacity Payment Schedule as approved by the Commission.
Unless and until all required licenses and approvals have been obtained,
Seller may discontinue deliveries at any time.

9.1 Capacity Payments

Seller shall sell to Edison and Edison shall purchase from Seller
capacity pursuant to the Capacity Payment Option selected by
Seller in Section 1.11. The Capacity Payment Schedules will be
based on Edison's full avoided operating costs as approved by the
Commission throughout the life of this Contract. Data used to
derive Edison's full avoided costs will be made available to the
Seller, to the extent specified by Seller upon request.

9.1.1 Capacity Payment Option A -- As Available Capacity.

If Seller selects Capacity Payment Option A, Seller shall
be paid a monthly capacity payment calculated pursuant to
the following formula:

MONTHLY CAPACITY PAYMENT = (A x D)+(B x D)+(C x D)

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

Where A = kWh purchased by Edison during on-peak
periods defined in Edison's Tariff
Schedule No. TOU-8.

B = kWh purchased by Edison during mid-peak
periods defined in Edison's Tariff
Schedule No. TOU-8.

C = kWh purchased by Edison during off-peak
periods defined in Edison's Tariff
Schedule No. TOU-8.

D = The appropriate time differentiated
capacity price from either the Standard
Offer No. 1 Capacity Payment Schedule or
Forecast of Annual As-Available Capacity
Payment Schedule as specified by Seller in
Section 1.11.

9.1.1.1 If Seller specifies the Standard Offer No.
1 Capacity Payment Schedule in Section
1.11, then the formula set forth in
Section 9.1.1 shall be computed with D
equal to the appropriate time
differentiated capacity price from the
Standard Offer No. 1 Capacity Payment
Schedule for the Contract Term.

9.1.1.2 If Seller specifies the Forecast of Annual
As-Available Capacity Payment Schedule in
Section 1.11, the formula set forth in
Section 9.1.1 shall be computed as follows:

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

a. During the First period of the
Contract Term, D shall equal the
appropriate time differentiated
capacity price from the Forecast of
Annual As-Available Capacity Payment
Schedule.

b. During the Second Period of the
Contract Term, the formula shall be
computed with D equal to the
appropriate time differentiated
capacity price from Standard Offer No.
1 Capacity Payment Schedule, but not
less than the greater of (i) the
appropriate time differentiated
capacity price from the Forecast of
Annual As-Available Capacity Payment
Schedule for the last year of the
First Period, or (ii) the appropriate
time differentiated capacity price
from the Standard Offer No. 1 Capacity
Payment Schedule for the first year of
the Second Period.

9.1.2 Capacity payment Option B -- Firm Capacity Purchase
If Seller selects Capacity Payment Option B, Seller shall
provide to Edison for the Contract Term the Contract
Capacity specified in Section 1.5, or as adjusted
pursuant to Section 9.1.2.6, and Seller shall be paid as
follows:

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

9.1.2.1 If Seller meets the performance requirements
set forth in Section 9.1.2.2, Seller shall
be paid a Monthly Capacity Payment,
beginning from the date of Firm Operation
equal to the sum of the on-peak, mid-peak,
and off-peak Capacity Period Payments. Each
capacity period payment is calculated
pursuant to the following formula:

MONTHLY PERIOD CAPACITY PAYMENT = A x B x C x D

Where A = Contract Capacity Price specified in
Section 1.11 based on the Standard Offer
No. 2 Capacity Payment Schedule as
approved by the Commission and in effect
on the date of the execution of this
Contract.

B = Conversion factors to convert annual
capacity prices to monthly payments by
time of delivery as specified in Standard
Offer No. 2 Capacity Payment Schedule and
subject to periodic modifications as
approved by the Commission.

C = Contract Capacity specified in Section
1.5.

D = Period Performance Factor, not to exceed
1.0, calculated as follows:

Period kWh purchased by Edison limited by
the level of Contract Capacity
------------------------------------------

0.8 x Contract Capacity x (Period Hours
minus Maintenance Hours Allowed in Section
4.5.)

9.1.2.2 Performance Requirements to receive the
Monthly Capacity Payment in Section 9.1.2.1,
Seller shall provide the Contract Capacity
in each Peak Month for all on-peak hours as
such peak hours are defined in Edison's
Tariff Schedule No. TOU-8 on file with the
Commission, except that Seller is entitled
to a 20% allowance for Forced Outages for
each Peak Month. Seller shall not be subject
to such performance requirements for the
remaining hours of the year.

a. If Seller fails to meet the
requirements specified in Section
9.1.2.2, Seller, in Edison's sole
discretion, may be placed on probation
for a period not to exceed 15 months.
If Seller fails to meet the
requirements specified in Section
9.1.2.2 during the probationary
period, Edison may derate the Contract
Capacity to the greater of the
capacity actually delivered during the
probationary period, or the capacity
at which Seller can reasonably meet
such requirements. A

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

reduction in Contract Capacity as a
result of this Section 9.1.2.2 shall
be subject to Section 9.1.2.5.

b. If Seller fails to meet the
requirements set forth in Section
9.1.2.2 due to a Forced Outage on the
Edison system or a request to reduce
or curtail delivery under Section 9.4,
Edison shall continue Monthly Capacity
Payments pursuant to Capacity Payment
Option B. The Contract Capacity
curtailed shall be treated the same as
scheduled maintenance outages in the
calculation of the Monthly Capacity
Payment.

9.1.2.3 If Seller is unable to provide Contract
Capacity due to Uncontrollable Forces,
Edison shall continue Monthly Capacity
Payments for 90 days from the occurrence of
the Uncontrollable Force. Monthly Capacity
Payments payable during a period of
interruption or reduction by reason of an
Uncontrollable Force shall be treated the
same as scheduled maintenance outages.

9.1.2.4 Capacity Bonus Payment for Capacity Payment
Option B, Seller may receive a Capacity
Bonus Payment as follows:

a. Bonus During Peak Months -- For a Peak
Month, Seller shall receive a Capacity
Bonus Payment if (i)

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

the requirements set forth in Section
9.1.2.2 have been met, and (ii) the
on-peak capacity factor exceeds 85%.

b. Bonus During Non-Peak Months -- For a
non-peak month, Seller shall receive a
Capacity Bonus Payment if (i) the
requirements set forth in Section
9.1.2.2 have been met (ii) the on-peak
capacity factor for each Peak Month
during the year was at least 85%, and
(iii) the on-peak capacity factor for
the non-peak month exceeds 85%.

c. For any eligible month, the Capacity
Bonus Payment shall be calculated as
follows:

CAPACITY BONUS PAYMENT = A x B x C x D
Where A = (1.2 x On-Peak Capacity Factor) - 1.02
Where the On-Peak Capacity Factor, not to
exceed 1.0, is calculated as follows:
Period kWh purchased by Edison limited by
the level of Contract Capacity (Contract
Capacity) x (Period Hours minus
Maintenance Hours Allowed in Section 4.5)

B = Contract Capacity Price specified in
Section 1.11 for Capacity Payment Option B

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

C = 1/12

D = Contract Capacity specified in Section 1.5

d. When Seller is entitled to receive a
Capacity Bonus Payment, the Monthly
Capacity Payment shall be the sum of
the Monthly Capacity Payment pursuant
to Section 9.1.2.1 and the Monthly
Capacity Bonus Payment pursuant to
this Section.

e. For Capacity Payment Option B, Seller
shall be paid for capacity in excess
of Contract Capacity based on the
as-available capacity price in
Standard Offer No. 1 Capacity Payment
Schedule, as updated and approved by
the Commission. Seller shall not
receive any as-available capacity
payment in excess of Contract Capacity
if Seller's Generating Facility is a
small hydro project.

9.1.2.5 Capacity Reduction

a. Seller may reduce the Contract
Capacity specified in Section 1.5,
provided that Seller gives Edison
prior written notice for a period
determined by the amount of Contract
Capacity reduced as follows:

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

Amount of Contract Length of
Capacity Reduced Notice Required

25,000 kW or under 12 months
25,001 - 50,000 kW 36 months
50,001 - 100,000 kW 48 months
over 100,000 kW 60 months

b. Subject to Section 10.4, Seller shall
refund to Edison with interest at the
current published Federal Reserve
Board three months prime commercial
paper rate an amount equal to the
difference between (i) the accumulated
Monthly Capacity Payments paid by
Edison pursuant to Capacity Payment
Option B up to the time the reduction
notice is received by Edison, and (ii)
the total capacity payments which
Edison would have paid if based on the
Adjusted Capacity Price.

c. From the date the reduction notice is
received to the date of actual
capacity reduction, Edison shall make
capacity payments based on the
Adjusted Capacity Price for the amount
of Contract Capacity being reduced.

d. Seller may reduce Contract Capacity
without the notice prescribed in
Section 9.1.2.5(a), provided that

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

Seller shall refund to Edison the
amount specified in Section 9.1.2.5(b)
and an amount equal to: (i) the amount
of Contract Capacity being reduced,
times (ii) the difference between the
Current Capacity Price and the
Contract Capacity Price, times (iii)
the number of years and fractions
thereof (not less than one year) by
which the Seller has been deficient in
giving prescribed notice. If the
Current Capacity Price is less than
Contract Capacity Price, only payment
under Section 9.1.2.5(b) shall be due
to Edison.

9.1.2.6 Adjustment to Contract Capacity. The Parties
may agree in writing at any time to adjust
the Contract Capacity. Seller may reduce the
Contract Capacity pursuant to Section
9.1.2.5. Seller may increase the Contract
Capacity with Edison's approval and
thereafter receive payment for the increased
capacity in accordance with the Contract
Capacity Price for the Capacity Payment
Option selected by Seller for the remaining
Contract Term.

9.2 Energy Payments - First Period

During the First Period of the Contract Term, Seller shall be paid
a Monthly Energy Payment for the Energy delivered by the Seller to
Edison at the Point

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

of Interconnection pursuant to the Energy Payment Option selected
by Seller in Section 1.12, as follows. (Data used to derive
Edison's Energy payments for the First Period will be made
available to the Seller, to the extent specified by Seller, upon
request.)

9.2.1 Energy Payment Option 1 -- Forecast of Annual Marginal
Cost of Energy. If Seller selects Energy Payment Option
1, then during the First Period of the Contract Term,
Seller shall be paid a Monthly Energy Payment for Energy
delivered by Seller and purchased by Edison during each
month in the First Period of the Contract Term pursuant
to the following formula:

MONTHLY ENERGY PAYMENT = (A x D)+(B x D)+(C x D)

Where A = kWh purchased by Edison during on-peak
periods defined in Edison's Tariff
Schedule No. TOU-8.

B = kWh purchased by Edison during mid-peak
periods defined in Edison's Tariff
Schedule No. TOU-8.

C = kWh purchased by Edison during off-peak
periods defined in Edison's Tariff
Schedule No. TOU-8.

D = The sum of:

(i) the appropriate time differentiated
energy price from the Forecast of Annual
Marginal Cost of Energy, multiplied by the
decimal equivalent of the percentage of

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

the forecast specified in Section 1.12,
and (ii) the appropriate time
differentiated energy price from Edison's
published avoided cost of energy
multiplied by the decimal equivalent of
the percentage of the published energy
price specified in Section 1.12.

9.2.2 Energy Payment Option 2 -- Levelized Forecast of Marginal
Cost of Energy. If Seller selects Energy Payment Option
2, then during the First Period of the Contract Term,
Seller shall be paid a Monthly Energy Payment for Energy
delivered by Seller and purchased by Edison each month
during the First Period of the Contract Term pursuant to
the following formula:

MONTHLY ENERGY PAYMENT = (A x D) + (B x D) + (C x D)

Where A = kWh purchased by Edison during on-peak
periods defined in Edison's Tariff
Schedule No. TOU-8.

B = kWh purchased by Edison during mid-peak
periods defined in Edison's Tariff
Schedule No. TOU-8.

C = kWh purchased by Edison during off-peak
periods defined in Edison's Tariff
Schedule No. TOU-8.

D = The sum of:

(i) the appropriate time differentiated
energy price from the Levelized Forecast
of Marginal Cost of Energy, for

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

the First Period of the Contract Term
multiplied by the decimal equivalent of
the percentage of the levelized forecast
specified in Section 1.12, and (ii) the
appropriate time differentiated energy
price from Edison's published avoided
cost of energy multiplied by the decimal
equivalent of the percentage of the
published energy price specified in
Section 1.12.

9.2.2.1 Performance Requirement for Energy Payment
Option 2 During the First Period when the
annual forecast referred to in Section 9.2.1
is greater than the levelized forecast
referred to in Section 9.2.2, Seller shall
deliver to Edison at least 70 percent of the
average annual kWh delivered to Edison
during those previous periods when the
levelized forecast referred to in Section
9.2.2 is greater than the annual forecast
referred to in Section 9.2.1 as resource
conditions permit for solar, wind, and hydro
Generating Facilities and excluding
uncontrollable forces. If Seller does not
meet the performance requirements of this
Section 9.2.2.1, Seller shall be subject to
Section 9.5.

9.3 Energy Payments - Second Period

During the Second Period of the Contract Term, Seller shall be
paid a

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

Monthly Energy Payment for Energy delivered by Seller and
purchased by Edison at a rate equal to 100% of Edison's published
avoided cost of energy based on Edison's full avoided operating
cost as updated periodically and accepted by the Commission,
pursuant to the following formula:

MONTHLY ENERGY PAYMENT = kWh purchased by Edison for each on-peak, mid-peak,
and off-peak time period defined in Edison's Tariff
Schedule No. TOU-8.

x Edison's published avoided cost of energy by time of
delivery for each time period.

Data used to derive Edison's full avoided costs will be made
available to the Seller, to the extent specified by Seller, upon
request.

9.4 Edison shall not be obligated to accept or pay for Energy, and may
request Seller whose Generating Facility is one (1) MW or greater
to discontinue or reduce delivery of Energy, for not more than 300
hours annually during off-peak hours when (i) purchases would
result in costs greater than those which Edison would incur if it
did not purchase Energy from Seller but instead utilized an
equivalent amount of Energy generated from another Edison source,
or (ii) the Edison Electric System demand would require that
Edison hydro-energy be spilled to reduce generation.

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

9.5 Energy Payment Refund

If Seller elects Energy Payment Option 2, Seller shall be subject
to the following:

9.5.1 If Seller fails to perform the Contract obligations for
any reason during the First Period of the Contract Term,
or fails to meet the performance requirements set forth
in Section 9.2.2.1, and at the time of such failure to
perform, the net present value of the cumulative Energy
payments received by Seller pursuant to Energy Payment
Option 2 exceeds the net present value of what Seller
would have been paid pursuant to Energy Payment Option 1,
Seller shall make an energy payment refund equal to the
difference in such net present values in the year in
which the refund is due. The present value calculation
shall be based upon the rate of Edison's incremental cost
of capital specified in Section 1.12.

9.5.2 Not less than 90 days prior to the date Energy is first
delivered to the Point of Interconnection, Seller shall
provide and maintain a performance bond, surety bond,
performance insurance, corporate guarantee, or bank
letter of credit, satisfactory to Edison, which shall
insure payment to Edison of the Energy Payment Refund at
any time during the First Period. Edison may, in its sole
discretion accept another form of security except that in
such instance a 1-1/2 percent

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

reduction shall then apply to the levelized forecast
referred to in Section 9.2.2 in computing payments for
Energy. Edison shall be provided with certificates
evidencing Seller's compliance with the security
requirements in this Section which shall also include the
requirement that Edison be given 90 days prior written
notice of the expiration of such security.

9.5.3 If Seller fails to provide replacement security not less
than 60 days prior to the date of expiration of existing
security, the Energy Payment Refund provided in Section
9.5 shall be payable forthwith. Thereafter, payments for
Energy shall be 100 percent of the Monthly Energy Payment
provided in Section 9.2.1.

9.5.4 If Edison at any time determines the security to be
otherwise inadequate, and so notifies Seller, payments
thereafter for Energy shall be 100 percent of the Monthly
Energy Payment provided in Section 9.2.1. If within 30
days of the date Edison gives notice of such
inadequacies, Seller satisfies Edison's security
requirements, Energy Payment Option 2 shall be
reinstated. If Seller fails to satisfy Edison's security
requirements within the 30-day period, the Energy Payment
Refund provided in Section 9.5 shall be payable
forthwith.

10. PAYMENT AND BILLING PROVISIONS

10.1 For Energy and capacity purchased by Edison:

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

10.1.1 Edison shall mail to Seller not later than thirty
days after the end of each monthly billing period
(1) a statement showing the Energy and Contract
Capacity delivered to Edison during the on-peak,
mid-peak, and off-peak periods, as those periods
are specified in Edison's Tariff Schedule No.
TOU-8 for that monthly billing period, (2)
Edison's computation of the amount due Seller, and
(3) Edison's check in payment of said amount.

10.1.2 If the monthly payment period involves portions of
two different published Energy payment schedule
periods, the monthly Energy payment shall be
prorated on the basis of the percentage of days at
each price.

10.1.3 If the payment period is less than 27 days or
greater than 33 days, the capacity payment shall
be prorated on the basis of coverage days per
month per year.

10.1.4 If Within thirty days of receipt of the statement
Seller does not make a report in writing to Edison
of an error, Seller shall be deemed to have waived
any error in Edison's statement, computation, and
payment, and they shall be considered correct and
complete.

10.2 For electric Service provided by Edison:

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

10.2.1 Under Operating Option III pursuant to Section
5.1, standby electric service shall be provided
under terms and conditions of Edison's tariff
schedule indicated below as now in effect or as
may hereafter be authorized by the Commission to
be revised. The applicable tariff schedules are:

STANDBY TARIFF ELECTRICAL SERVICE
SCHEDULE NO TARIFF

SCG-1 TOU-8 or GS-2
SCG-1 TOU-8
SCG-3 TOU-8

10.2.1.1 (Applicable to SCG-I only) The Standby
Demand for calculation of the standby
charge in SCG-1 is specified in Section
1.9. Edison reserves the right to
adjust the Standby Demand based on
recorded demand during periods standby
power is required.

10.2.1.2 (Applicable to SCG-1 only) The capacity
rating for determination of standby
waiver qualifications shall be Contract
Capacity plus the maximum electric load
served by the Generating Facility
during the on-peak time period recorded
during the preceding 12-month time
period.

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

10.2.1.3 A minimum monthly charge may be
established for standby electric
service as provided in the tariff
schedule elected in Section 1.9. Said
minimum monthly charge shall be
specified in Section 1.9.

10.2.2 Under Operating Options II and III pursuant to
Section 5.1, electric service shall be provided
under terms, conditions, and rates of Edison's
tariff schedule indicated below as now in effect
or as may hereafter be authorized by the
Commission to be revised.
The applicable tariff schedule is:

TOU-8, or

GS2

The contract demand for calculation of the minimum
demand charge in the applicable tariff schedules
is specified in Section 1.9.

10.2.3 Edison shall commence billing Seller for electric
service rendered pursuant to the applicable tariff
schedule on the date that the Point of
Interconnection is energized.

10.3 Monthly charges associated with Interconnection Facilities
shall be billed pursuant to the Interconnection Facilities
Agreement contained in the Appendix specified in Section 1.10.

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

10.4 Payments due to Contract Capacity Reduction

10.4.1 The Parties agree that the refund and payments
provided in Section 9.1.2.5 represent a fair
compensation for the reasonable losses that would
result from such reduction of Contract Capacity.

10.4.2 In the event of a reduction in Contract Capacity,
the quantity, in kW, by which the Contract
Capacity is reduced shall be used to calculate the
refunds and payments due Edison in accordance with
Section 9.1.2.5, as applicable.

10.4.3 Edison shall provide invoices to Seller for all
refunds and payments due Edison under this section
which shall be due within 60 days.

10.4.4 If Seller does not make payments as required in
Section 10.4.3, Edison shall have the right to
offset any amounts due it against any present or
future payments due Seller and may pursue any
other remedies available to Edison as a result of
Seller's failure to perform.

10.5 Energy Payment Refund

Energy Payment Refund is immediately due and payable upon
Seller's failure to perform the contract obligations as
specified in Section 9.5.

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

11. TAXES

11.1 Seller shall pay ad valorem taxes and other taxes properly
attributable to the Project. If such taxes are assessed or
levied against Edison, Seller shall pay Edison for such
assessment or levy.

11.2 Seller shall pay ad valorem taxes and other taxes properly
attributed to land, land rights, or interest in land for the
Project. If such taxes are assessed or levied against Edison,
Seller shall pay Edison for such assessment or levy.

11.3 If the interconnection Facilities are owned by Edison, Edison
shall pay ad valorem taxes and other taxes properly attributed
to said facilities. If such taxes are assessed or levied
against Seller, Edison shall pay Seller for such assessment or
levy.

11.4 Seller or Edison shall provide information concerning the
Project to any requesting taxing authority.

12. TERMINATION

This Contract shall terminate if Firm Operation does not occur within 5
years of the date of Contract execution.

13. LIABILITY

13.1 Each Party (First Party) releases the other Party (Second
Party), its directors, officers, employees and agents from any
loss, damage, claim, cost, charge, or expense of any kind or
nature (including any direct, indirect or consequential loss,
damage, claim, cost, charge, or expense), including attorneys'
fees and other costs of litigation incurred by the First Party
in

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

connection with damage to property of the First Party caused by
or arising out of the Second Party's construction, engineering,
repair, supervision, inspection, testing, protection,
operation, maintenance, replacement, reconstruction, use or
ownership of its facilities, to the extent that such loss,
damage, claim, cost, charge, or expense is caused by the
negligence of Second Party, its directors, officers, employees,
agents, or any person or entity whose negligence would be
imputed to Second Party.

13.2 Each Party shall indemnify and hold harmless the other Party,
its directors, officers, and employees or agents from and
against 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, incurred by the other Party in connection with
the injury to or death of any person or damage to property of a
third party arising out of the indemnifying Party's
construction, engineering, repair, supervision, inspection,
testing, protection, operation, maintenance, replacement,
reconstruction, use, or ownership of its facilities, to the
extent that such loss, damage, claim, cost, charge, or expense
is caused by the negligence of the indemnifying Party, its
directors, officers, employees, agents, or any person or entity
whose negligence would be imputed to the indemnifying Party;
provided, however, that each Party shall be solely responsible
for and shall bear all cost of claims brought by its
contractors or its own employees

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

and shall indemnify and hold harmless the other Party for any
such costs including costs arising out of any workers
compensation law. Seller releases and shall defend and
indemnify Edison from any claim, cost, loss, damage, or
liability arising from any contrary representation concerning
the effect of Edison's review of the design, construction,
operation, or maintenance of the Project.

13.3 The provisions of this Section 13 shall not be construed so as
to relieve any insurer of its obligations to pay any insurance
claims in accordance with the provisions of any valid insurance
policy.

13.4 Neither Party shall be indemnified under this Section 13 for
its liability or loss resulting from its sole negligence or
willful misconduct.

14. INSURANCE

14.1 Until Contract is terminated, Seller shall obtain and maintain
in force as hereinafter provided comprehensive general
liability insurance, including contractual liability coverage,
with a combined single limit of (i) not less than $1,000,000
each occurrence for Generating Facilities 100 kW or greater;
(ii) not less than $500,000 for each occurrence for Generating
Facilities between 20 kW and 100 kW; and (iii) not less than
$100,000 for each occurrence for Generating Facilities less
than 20 kW. The insurance carrier or carriers and form of
policy shall be subject to review and approval by Edison.

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

14.2 Prior to the date Seller's Generating Facility is first
operated in parallel with Edison's electric system, Seller
shall (i) furnish certificate of insurance to Edison, which
certificate shall provide that such insurance shall not be
terminated nor expire except on thirty days prior written
notice to Edison, (ii) maintain such insurance in effect for so
long as Seller's Generating Facility is operated in parallel
with Edison's electric system, and (iii) furnish to Edison an
additional insured endorsement with respect to such insurance
in substantially the following forms:

"In consideration of the premium charged, Southern
California Edison Company (Edison) is named as
additional insured with respect to all liabilities
arising out seller's use and ownership of Seller's
Generating Facility." "The inclusion of more than one
insured under this policy shall not operate to impair
the rights of one insured against another insured and
the coverage afforded by this policy will apply as
though separate policies had been issued to each
insured. The inclusion of more than one insured will
not, however, operate to increase the limit of the
carrier's liability. Edison will not, by reason of
its inclusion under this policy, incur liability to
the insurance carrier for payment of premium for this
policy."

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

"Any other insurance carried by Edison which may be
applicable shall be deemed excess insurance and
Seller's insurance primary for all purposes despite
any conflicting provisions in Seller's policy to the
contrary."

If the requirement of Section 14.2 (iii) prevents Seller from obtaining
the insurance required in Section 14.1 then upon written notification by
Seller to Edison, Section l4.2 (iii) shall be waived.

14.3 The requirements of this Section 14 shall not apply to Seller
who is a self-insured governmental agency with established
record of self-insurance.

14.4 If Seller fails to comply with the provisions of this Section
14, Seller shall, at its own cost, defend, indemnify, and hold
harmless Edison, its directors, officers, employees, agents,
assigns, and successors in interest from and against any and
all loss, damage, claim, cost, charge, or expense of any kind
or nature (including direct, indirect or consequential loss,
damage, claim, cost, charge, or expense, including attorneys'
fees and other costs of litigation) resulting from the death or
injury to any person or damage to any property, including the
personnel and property of Edison, to the extent that Edison
would have been protected had Seller complied with all of the
provisions of this Section 14.

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

15. UNCONTROLLABLE FORCES

15.1 Neither Party shall be considered to be in default in the
performance of any of the agreements contained in this
Contract, except for obligations to pay money, when and to the
extent failure of performance shall be caused by an
Uncontrollable Force.

15.2 If either Party because of an Uncontrollable Force is rendered
wholly or partly unable to perform its obligations under this
Contract, the Party shall be excused from whatever performance
is affected by the Uncontrollable Force to the extent so
affected provided that:

(1) the nonperforming Party, within two weeks after the
occurrence of the Uncontrollable Force, gives the other
Party written notice describing the particulars of the
occurrence,

(2) the suspension of performance is of no greater scope and
of no longer duration than is required by the
Uncontrollable Force,

(3) the nonperforming Party uses its best efforts to remedy
its inability to perform (this subsection shall not
require the settlement of any strike, walkout, lockout
or other labor dispute on terms which, in the sole
judgment of the Party involved in the dispute, are
contrary to its interest. It is understood and agreed
that the settlement of strikes, walkouts, lockouts or
other labor disputes shall be at the sole discretion of
the Party having the difficulty),

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

(4) when the nonperforming Party is able to resume
performance of its obligations under this Contract,
that Party shall give the other Party written notice to
that effect, and

(5) capacity payments during such periods of Uncontrollable
Force on Seller's part shall be governed by Section
9.1.2.3.

15.3 In the event that either Party's ability to perform cannot be
corrected when the Uncontrollable Force is caused by the
actions or inactions of legislative, judicial or regulatory
agencies or other proper authority, this Contract may be
amended to comply with the legal or regulatory change which
caused the nonperformance.

If a loss of Qualifying Facility status occurs due to an
Uncontrollable Force and Seller fails to make the changes
necessary to maintain its Qualifying Facility status, the
Seller shall compensate Edison for any economic detriment
incurred by Edison as a result of such failure.

16. NONDEDICATION OF FACILITIES

Neither Party, by this Contract, dedicates any part of its facilities
involved in this Project to the public or to the service provided under
the Contract, and such service shall cease upon termination of the
Contract.

17. PRIORITY OF DOCUMENTS

If there is a conflict between this document and any Appendix, the
provisions of

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

this document shall govern. Each Party shall notify the other
immediately upon the determination of the existence of any such
conflict.

18. NOTICES AND CORRESPONDENCE

All notices and correspondence pertaining to this contract shall be in
writing and shall be sufficient if delivered in person or sent by
certified mail, postage prepaid, return receipt requested, to Seller as
specified in Section 1.1, or to Edison as follows:

Southern California Edison Company
Post Office Box 800
Rosemead, California 9l770
Attention: Secretary

All notices sent pursuant to this Section 18 shall be effective when
received, and each Party shall be entitled to specify as its proper
address any other address in the United States upon written notice to
the other Party.

19. PREVIOUS COMMUNICATIONS

This Contract contains the entire agreement and understanding between
the Parties, their agents, and employees as to the subject matter of
this contract, and merges and supersedes all prior agreements,
commitments, representations, and discussions between the Parties. No
Party shall be bound to any other obligations, conditions, or
representations with respect to the subject matter of this Contract.

20. NONWAIVER

None of the provisions of the Contract shall be considered waived by
either Party

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

except when such waiver is given in writing. The failure of either
Edison or Seller to insist on any one or more instances upon strict
performance of any of the provisions of the Contract 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 to remain in full force and
effect.

21. SUCCESSORS AND ASSIGNS

Neither Party shall voluntarily assign its rights nor delegate its
duties under this Contract, or any part of such rights or duties,
without the written consent of the other Party, except in connection
with the sale or merger of a substantial portion of its properties. Any
such assignment or delegation made without such written consent shall be
null and void. Consent for assignment shall not be withheld
unreasonably. Such assignment shall include, unless otherwise specified
therein, all of Seller's rights to any refunds which might become due
under this Contract.

22. EFFECT OF SECTION READINGS

Section headings appearing in this Agreement are inserted for
convenience only, and shall not be construed as interpretations of text.

23 GOVERNING LAW

This Contract 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.

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

24. MULTIPLE ORIGINALS

This Contract is executed in two counterparts, each of which shall be
deemed an original.

SIGNATURES

IN WITNESS WHEREOF, the Parties hereto have executed this Contract this
15th of April, 1985.

[Approved as to Form SOUTHERN CALIFORNIA EDISON COMPANY
John R. Bury
Vice President and General Counsel By /s/ Edward A. Myers, Jr.
----------------------------------
By /s/ John R. Bury EDWARD A. MYERS, JR.
----------------------- Vice President
April 18, 1985]
PACIFIC LIGHTING ENERGY SYSTEMS

MAMMOTH PACIFIC

By /s/ Lee H. Freeman
------------------------------------
LEE H. FREEMAN
Vice President

PACIFIC LIGHTING ENERGY SYSTEMS

Appendix A

[Replaced by Appendix A of Amendment No. 1 to this power purchase
contract, dated October 27, 1989]

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

--------------------------------------------------------------------------------

APPENDIX B

FORECAST OF ANNUAL AS-AVAILABLE

CAPACITY PAYMENT SCHEDULE

--------------------------------------------------------------------------------

Document No. 2433H

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

--------------------------------------------------------------------------------

SOUTHERN CALIFORNIA EDISON COMPANY

LONG-TERM STANDARD OFFER

CAPACITY PAYMENT SCHEDULE -

FORECAST OF ANNUAL AS-AVAILABLE CAPACITY(1)

Line As-Available Capacity(2)
No. Year ($/kW-year)
--------------------------------------
1 1985 81
2 1986 87
3 1987 94
4 1988 101
5 1989 109
6 1990 117
7 1991 126
8 1992 148
9 1993 158
10 1994 169
11 1995 180
12 1996 194
13 1997 206
14 1998 221
15 1999 235

----------
(1) This forecast to be used in conjunction with Capacity Payment Option A.

(2) The annual as-available capacity ($/kW-yr) will be converted to a seasonal
time-of-delivery (CENTS/kWh) value that is consistent with as-available
time-of-delivery rates current authorized by the Commission for Avoided
As-Available Capacity.

--------------------------------------------------------------------------------

Document No. 2433H B-1

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

--------------------------------------------------------------------------------

SOUTHERN CALIFORNIA EDISON COMPANY

LONG-TERM STANDARD OFFER

CAPACITY PAYMENT SCHEDULE -

FORECAST OF AS-AVAILABLE CAPACITY(1)

SEASONAL TIME OF DELIVERY

Line As-Available Capacity(2)
No. Year Season Period (CENT/kWh)
----------------------------------------------------------
1 1985 Summer On-Peak 10.08
2 Mid-Peak 0.11
3 Off-Peak 0.05

4 Winter On-Peak 2.41
5 Mid-Peak 0.54
6 Off-Peak 0.06

----------

(1) This forecast to be used in conjunction with Capacity Payment Option A.

(2) In subsequent years, the annual as-available capacity ($/kW-yr) will be
converted to a seasonal time-of-delivery (CENTS/kWh) value that is
consistent with as-available time-of-delivery rates currently authorized by
the Commission for Avoided As-Available Capacity.

--------------------------------------------------------------------------------

Document No. 2433H B-2

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

--------------------------------------------------------------------------------

APPENDIX C

FORECAST OF ANNUAL MARGINAL COST OF ENERGY

--------------------------------------------------------------------------------

Document No. 2433H

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

--------------------------------------------------------------------------------

SOUTHERN CALIFORNIA EDISON COMPANY

LONG-TERM STANDARD OFFER

ENERGY PAYMENT SCHEDULE -

FORECAST OF ANNUAL MARGINAL COST OF ENERGY(1)

Annual Marginal
Line Cost of Energy(2)
No. Year (CENTS/kWh)
-------------------------------
1 1985 5.7
2 1986 6.0
3 1987 6.4
4 1988 6.9
5 1989 7.6
6 1990 8.1
7 1991 8.6
8 1992 9.3
9 1993 10.1
10 1994 10.9
11 1995 11.8
12 1996 12.6
13 1997 13.6
14 1998 14.6
15 1999 15.6

----------
(1) This forecast to be used in conjunction with Energy Payment Option 1.

(2) The annual energy payments in the table will be converted to seasonal
time-of-delivery energy payment rates that are consistent with the
time-of-delivery rates currently authorized by the Commission for Avoided
Energy Cost Payments.

--------------------------------------------------------------------------------

Document No. 2433H C-l

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

--------------------------------------------------------------------------------

SOUTHERN CALIFORNIA EDISON COMPANY

LONG-TERM STANDARD OFFER

ENERGY PAYMENT SCHEDULE -

FORECAST OF ANNUAL MARGINAL COST OF ENERGY(1)

SEASONAL TIME OF DELIVERY

Annual Marginal
Line Cost of Energy(2)
No. Year Season Period (CENTS/kWh)
---------------------------------------------------
1 1985 Summer On-Peak 7.8
2 Mid-Peak 6.0
3 Off-Peak 5.2

4 Winter On-Peak 7.4
5 Mid-Peak 6.0
6 Off-Peak 5.2

7 Annual 5.7

----------
(1) This forecast to be used in conjunction with Energy Payment Option 1.

(2) In subsequent years, the annual energy payments in the table will be
converted to seasonal time-of-delivery energy payment rates that are
consistent with the time-of-delivery rates currently authorized by the
Commission for Avoided Energy Cost Payments

--------------------------------------------------------------------------------

Document No. 2433H C-2

SCE STANDARD CONTRACT
LONG-TERM POWER PURCHASE

--------------------------------------------------------------------------------

APPENDIX D

RULE NO. 21

COGENERATION AND SMALL POWER PRODUCTION

INTERCONNECTION STANDARDS

AND

SCHEDULE NO. TOU-8

GENERAL SERVICE-LARGE

--------------------------------------------------------------------------------

Document No. 2433H

SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770

Revised Cal. P.U.C. Sheet No. 781_-E
Cancelling Revised Cal. P.U.C. Sheet No. 6047-E

--------------------------------------------------------------------------------

Rule No. 21

COGENERATION AND SMALL POWER PRODUCTION

INTERCONNECTION STANDARDS

A. General. This rule sets forth requirements and conditions for
interconnected non Company-owned generation where such generation may be
connected for (1) parallel operation with the service of the Company or (2)
Isolated operation with standby or breakdown service provided by the
Company. For purposes of this rule, the interconnecting entity shall be
designated the Producer.

B. Conditions.

1. An agreement executed by the Company and the Producer shall be
required for interconnected service. Terms for the purchase of power
by the Company if applicable, shall be included therein.

2. Interconnection with the Company's system may not be made until and
unless the Company has determined that the interconnection complies
with the design and operating requirements set forth herein.

3. Where interconnection protective equipment is owned, operated and
maintained by the Producer, the Producer shall be responsible for
damages to the Company or to others arising out of the misoperation or
malfunction of the Producer-owned equipment.

4. The Producer is solely responsible for providing adequate protection
for the Producer's facilities interconnected with the Company's
system.

C. Design and Operating Requirements. Each generation facility which is or can
be connected to the Company's electric system shall be designed and
operated so as to prevent or protect against the following adverse
conditions on the Company's system. These conditions can cause electric
service degradation, equipment damage, of harm to persons:

1. Inadvertent and unwanted re-energization of a utility dead line or
bus.

2. Interconnection while out of synchronizaton.

3. Overcurrent.

4. Utility system load imbalance.

5. Ground faults.

6. Generated alternating current frequency outside permitted safe
limits.

7. Voltage generated outside permitted limits.

8. Poor power factor.

9. Harmful wave forms.

The necessary protective equipment (relays, switchgear, transformers, etc.)
can be provided by the Producer or by the Company.

Explanatory information, operating rules and guidelines for meeting the
above requirements for small (below 100 kw), medium (100-1000 kw) and large
(above 1000 kw) facilities are contained in the Company's guidelines for
cogenerators and small power producers. Copies of sale guidelines are
available from the Company.

D. Interconnection Facilities.

1. Interconnection facilities include all required means, and apparatus
installed, to interconnect the Producer's generation with the
Company's system. Where the Producer desires to sell power to the
Company, interconnection facilities include also all required means,
and apparatus installed, to enable the Company to receive power
deliveries from the Producer. Interconnection facilities may include,
but are not limited to:

(Continued)

--------------------------------------------------------------------------------

(To be inserted by utility) Issued by (To be inserted by Cal. P.U.C.)

Advice Letter No. _____ Michael R. Peevey Date Filed January __, 19__
Decision No. __-10-093 Name Effective February __, 19__
Resolution No. ____________
Vice President
Title

SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770

Revised Cal. P.U.C. Sheet No. 7817-E
Cancelling Revised Cal. P.U.C. Sheet No. 7209-E

--------------------------------------------------------------------------------

Rule No. 21

COGENERATION AND SMALL POWER PRODUCTION

INTERCONNECTION STANDARDS

(Continued)

D. Interconnection Facilities. (Continued)

a. Connection, transformation, switching, communications, control,
protective and safety equipment; and

b. Any necessary reinforcements and additions to the Company's
system by the Company.

2. Where interconnection facilities are to be installed for the
Producer's use as added facilities, the Producer shall advance to the
Company the installed cost of the added facilities. At the Producer's
option, and where such Producer's generation is a qualifying facility
and the Producer has established credit worthiness to the Company's
satisfaction, the Company shall finance those added facilities it
deems to be removable and reusable equipment. Such equipment shall
include, but not be limited to, transformation, disconnection, and
metering equipment. Added facilities provided under either of the
foregoing arrangements are subject to the monthly charge as set forth
in Section H of the Company's Rule No. 2. Description of Service, on
file with and authorized by the Commission.

3. When a Producer wishes to reserve facilities paid for by the Producer,
but idled by an energy sale conversion, the Company shall impose a
special facilities charge reimbursing the Company for costs related to
its operation and maintenance of the facility. When a Producer no
longer needs facilities for which it has paid, the Producer shall, at
a minimum, receive from the Company credit for the net salvage value
of the facilities dedicated to Company use. If the Company is able to
make use of these facilities to serve other customers, the Producer
shall receive the fair market value of the facilities determined as of
the date the Producer shall receive the fair market value of the
facilities determined as of the date the Producer either decides no
longer to use the facilities or fails to pay the required maintenance
fee.

4. The Producer shall be responsible for the costs of exploring the
feasibility of a project or its interconnection with the Company
system, including reasonable advance charges imposed by the Company
for feasibility studies.

5. An interconnection line study for any Producer shall take no more than
one year to complete.

6. The Producer shall be responsible for costs of telemetering and safety
checks except to the extent that, under the Company's effective
tariffs, a comparable customer would not be similarly charged.

7. The Company shall, upon request, give the Producer a binding estimate
for line extension and interconnection costs; however, such estimates
shall be in effect for a period not to exceed one year from the date
provided. A reasonable breakdown of cost estimates shall also be
provided in a form sufficiently detailed and understandable by the
Producer.

8. The Company shall have the right to Inspect the Producer's
interconnection facilities prior to the commencement of parallel
operations and require modifications as necessary.

9. The site of interconnection facilities shall be accessible to Company
personnel.

E. Interconnection Reinforcement and/or Additions. The Company's effective
tariffs governing interconnection costs and added or special facilities
agreement shall be applied to line and system reinforcement and/or
addition. In addition, the following shall apply:

1. A Producer shall pay for new or additional line capacity if necessary
for the Company to receive the Producer's power.

2. The costs of any line reinforcement and/or addition undertaken at the
option of the Company to serve additional future customers or
Producers shall be borne by the Company.

(Continued)

--------------------------------------------------------------------------------

(To be inserted by utility) Issued by (To be inserted by Cal. P.U.C.)

Advice Letter No. 640-E Michael R. Peevey Date Filed January __, 19__
Decision No. __-10-093 Name Effective February __,19__
Resolution No._____________
Vice President
Title

SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770

Revised Cal. P.U.C. Sheet No. 7818-E
Cancelling Revised Cal. P.U.C. Sheet No. 6049-E

--------------------------------------------------------------------------------

Rule No. 21

COGENERATION AND SMALL POWER PRODUCTION

INTERCONNECTION STANDARDS

(Continued)

E. Interconnection Reinforcement and/or Additions (Continued)

3. For two or more Producers seeking to use an existing line, a first
come, first served approach shall be used. This approach shall require
that the first Producer to request an interconnection shall, pursuant
to written agreement, have the right to use the existing line and
shall incur no obligation for costs associated with future line
capacity needed to accomodate other Producers or customers. The
Company's Standard Offer and/or power purchase agreements for
cogeneration and small power production facilities shall specify the
date by which the Producer must begin construction. If that date
passes and construction has not commenced, the Producer shall be given
30 days to correct the deficiency after receiving a reminder from the
Company that the construction start-up date has passed. If
construction has not commenced after the 30-day corrective period, the
Company shall have the right to withdraw its commitment to the first
Producer and offer the right to interconnect on the existing line to
the next Producer in order. If two Producers establish the right of
first-in-time simultaneously, the two Producers shall share the costs
of any additional line capacity necessary to facilitate their
cumulative capacity requirements. Costs shall be shared based on the
relative proportion of capacity such Producer will act to the line.

4. The applicable Company tariff provisions shall be applied to a
Producer who pays for interconnection reinforcements and/or additions
that later accomodate a second Producer as those provisions which
would be applied to a comparable Company customer.

5. The Producer shall be responsible for the costs of only those future
system alterations which are necessary to maintain the California
Public Utilities Commission's adopted interconnection standards for
the Producer's particular interconnection facilities. The relevant
interconnection standards shall be those in effect at the time the
contract is signed. Should such alterations not be directly required
by, or beneficial to the Producer, the Producer shall be treated like
any other customer on the Company's system.

F. Metering.

1. If the Producer desires to sell electric power to the Company, the
Company shall provide, own and maintain at the Producer's expense all
necessary meters and associated equipment to be utilized for the
measurement of energy and capacity for determining the Company's
payment to the Producer pursuant to an applicable agreement.

2. For purposes of monitoring generator operation and determination of
standby charges, the Company shall have the right to install
generation metering at the Producer's expense. Where the Producer's
generation is 10 MW or greater, telemetering equipment may also be
required at the Producer's expense.

3. The Producer shall provide, at no expense to the company, a suitable
location for all meters and associated equipment in accordance with
Rule No. 15.

4. Where necessary the Company and the Producer shall agree on an
appropriate compensation method for transformer losses as specified in
the agreement.

5. The Company shall install ratchet service so as to prevent reverse
operation on the meter(s) recording power provided by the Company, and
where appropriate in each of the following cases on. (i) the meter(s)
recording reactive demand imposed on the Company's electric system,
and (ii) the meter(s) recording power purchased by the Company.

6. Provision for meter tests and adjustments of bills or payments to the
Producer for meter error shall be consistent with Rule No. 17.

--------------------------------------------------------------------------------

(To be inserted by utility) Issued by (To be inserted by Cal. P.U.C.)

Advice Letter No. 640-E Michael R. Peevey Date Filed January 1_, 198_
Decision No. 83-10-093 Name Effective February 12, 198_
Vice President Resolution No.
Title -----------

SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue Rosemead, California 91770

Revised Cal. P.U.C. Sheet No. 8187-E
Cancelling Revised Cal. P.U.C. Sheet No. 8107-E

--------------------------------------------------------------------------------

Schedule No. TOU-_

GENERAL SERVICE-LARGE

APPLICABILITY

Applicable to general service, including lighting and power.

This Schedule is necessary for all customers whose monthly maximum demand
metres 500 kW for any three months during the preceding 12 months. Any customer
whose monthly maximum demand has fallen below 450 kW for 12 consecutive months
may elect to take service on any other applicable schedule.

TERRITORY

Within the entire territory served.

RATES

Per Meter
Per Month
---------

Customer Charge: ................................................... $360.00

Demand Charge (to be added to Customer Charge):

All kW of on-peak billing demand, per kW ........................ $ 5.05
Plus all kW of mid-peak billing demand, per kW .................. 0.65
Plus all kW of off-peak billing demand, per kW .................. No Charge

(Subject to Minimum Demand Charge, See Special Condition No. 6.)

Energy Charge (to be added to Demand Charge):

All on-peak kWh, per kWh ........................................ 8.490CENTS
Plus all mid-peak kWh, per kWh .................................. 7.090CENTS
Plus all off-peak kWh, per kWh .................................. 5.920CENTS

The above rates are subject to the Steel Surcharge Adjustment as set forth
in Special Condition No. 13.

For Service on Santa Catalina Island, the above rates are subject to the
Ca_alin_ Energy Cost Balance Adjustment, as set forth in Special Condition
No. 14.

Charges for energy are calculated for customer billing using components shown
below.

(Continued)

--------------------------------------------------------------------------------

(To be inserted by utility) Issued by (To be inserted by Cal. P.U.C.)

Advice Letter No. 669-E Michael R. Peevey Date Filed December 31, 1984
Decision No. 84-12-060 Name Effective January 1, 1985
84-12-063 Vice President Resolution No.
84-12-068 Title ------------

SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue Rosemead, California 91770

Revised Cal. P.U.C. Sheet No. ____-E
Cancelling Revised Cal. P.U.C. Sheet No. ____-E

--------------------------------------------------------------------------------

Schedule No. TOU-8

GENERAL SERVICE-LARGE

(Continued)

ENERGY CHARGE COMPONENTS

Per kwh
-----------------------------------
On-Peak Mid-Peak Off-Peak
------- -------- --------
Base Rate:

All kWh ..................................... 2.356CENTS 2.356CENTS 2.356CENTS

Adjustment Rates:

Energy Cost Adjustment Billing Factor ....... 4.590CENTS 3.190CENTS 2.020CENTS
Annual Energy Rate .......................... 0.351CENTS 0.351CENTS 0.351CENTS
Conservation Load Management Adjustment
Billing Factor ........................... 0.094CENTS 0.094CENTS 0.094CENTS
Electric Revenue Adjustment Billing
Factor ................................... -0.183CENTS -0.183CENTS -0.183CENTS
Major Additions Adjustment Billing
Factor ................................... 1.270CENTS 1.270CENTS 1.270CENTS
Annual Major Additions Rate ................. 0.000CENTS 0.000CENTS 0.000CENTS
PUC Reimbursement Fee ....................... 0.012CENTS 0.012CENTS 0.012CENTS
------ ------ ------

Total Adjustment Rates ...................... 6.134CENTS 4.734CENTS 3.564CENTS

The PUC Reimbursement Fee is described in Schedule No. RF-E. The Adjustment
Rates are described in Parts G, I, J, and L of the Preliminary Statement.

SPECIAL CONDITIONS

1. Time periods are defined as follows:

On-Peak: 1:00 p.m. to 7:00 p.m. summer weekdays except holidays
5:00 p.m. to 10:00 p.m. winter weekdays except holidays

Mid-Peak: 9:00 a.m. to 1:00 p.m. and 7:00 p.m. to 11:00 p.m.
summer weekdays except holidays
8:00 a.m. to 5:00 p.m. winter weekdays except holidays

Off-Peak: All other hours.

Off-peak holidays are New Year's Day, Washington's
Birthday, Memorial Day, Independence Day, Labor Day,
Veterans Day, Thanksgiving Day, and Christmas.

When any holiday listed above falls on Sunday, the following
Monday will be recognized as on off-peak period. No change in
off-peak will be made for holidays falling on Saturday.

The summer season shall commence at 12:01 a.m. on the first
Sunday in June and continue until 12:01 a.m. of the first Sunday
in October of each year. The winter season shall commence at
12:01 a.m. on the first Sunday in October of each year and
continue until 12:01 a.m. of the first Sunday in June of the
following year.

2. Voltage: Service will be supplied at one standard voltage.

(Continued)

--------------------------------------------------------------------------------

(To be inserted by utility) Issued by (To be inserted by Cal. P.U.C.)

Advice Letter No. 669-E Michael R. Peevey Date Filed December 31, 1984
Decision No. 84-12-060 Name Effective January 1, 1985
84-12-063 Vice President Resolution No.
84-12-068 Title -------------

SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue Rosemead, California 91770

Revised Cal. P.U.C. Sheet No. 8189-E
Cancelling Revised Cal. P.U.C. Sheet No. 7119-E

--------------------------------------------------------------------------------

Schedule No. TOU-_

GENERAL SERVICE-LARGE

(Continued)

SPECIAL CONDITIONS (Continued)

3. Maximum Demand: Maximum demand shall be established for the on-peak,
mid-peak and off-peak periods. The maximum demand for each period shall be the
ensured maximum average kilowatt input indicated or recorded by instruments to
be supplied by the Company, during any 15-minutes metered interval, but (except
for new customers or existing customers electing Contract Demand as defined in
these Special Conditions) not less than the diversified resistance welder load
computer in accordance with the section designated holder Service in Rule No. 2.
Where the demand is intermittent or subject to violent fluctuations, a 5-minute
interval may be used.

4. Billing Demand: Separate billing demand for the on-peak, mid-peak and
off-peak time periods shall be established for each monthly billing period. The
billing demand for each time period shall be the maximum demand for that time
period occurring during the respective monthly billing period. The billing
demand shall be determined to the nearest kw.

5. Contract Demand: A contract demand will be established by the Company,
based on applicant's demand requirements for any customer newly requesting
service on this schedule and for any customer of record on this schedule who
requests an increase or decrease in transformer capacity in accordance with Rule
No. ____. A contract demand arrangement is available upon request for all
customers of record on this schedule. The contract demand will be used only for
purposes of establishing the minimum demand charge for facilities required to
provide service under the rate and will not be otherwise used for billing
purposes. Contract demand is based upon the nominal kilovolt-ampere rating of
the Company's serving trasformer(s) or the standard transformer size determined
by the Company as required to serve the customer's stated measurable kilowatt
demand, whichever is less and is expressed in kilowatts.

6. Minimum Demand Charge: Where a contract demand is established, the
monthly minimum demand charge shall be $1.00 per kilowatt of contract demand.

7. Excess Transformer Capacity: The transformer capacity in excess of a
customer's contract demand which is either required by the Company because of
the nature of the customer's ____ or requested by the customer, Excess
transformer capacity shall be billed at $1.00 per kVA per month.

8. Voltage Discount: The charges before adjustments will be reduced by 6%
for service delivered and metered at voltages of from 2 kV through 50 kV and by
15_ for service delivered and metered at voltages over 50 kW.

(Continued)

--------------------------------------------------------------------------------

(To be inserted by utility) Issued by (To be inserted by Cal. P.U.C.)

Advice Letter No. 665-E Michael R. Peevey Date Filed December 31, 1984
Decision No. 84-__-___ Name Effective January 1, 1985
Vice President Resolution No.
Title -------------

SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue Rosemead, California 91770

Revised Cal. P.U.C. Sheet No.7120-E
Revised 5755-E
Cancelling Revised Cal. P.U.C. Sheet No.5862-E

--------------------------------------------------------------------------------

Schedule No. TOU-8

GENERAL SERVICE-LARGE

(Continued)

SPECIAL CONDITIONS (Continued)

9. Power Factor Adjustment:

a. Service Delivered and Metered at 4 kV or Greater:

The charges will be adjusted each month for reactive demand. The
charges will be increased by 20 cents per kilovar of maximum
reactive demand imposed on the Company in excess of 20% of the
maximum number of kilowatts.

The maximum reactive demand shall be the highest measured maximum
average kilovar demand indicated or recorded by metering to be
supplied by the Company during any 15-minute metered interval in
the (illegible). The kilovars shall be determined to the nearest
unit. A device will be installed on each kilovar meter to
prevent reverse operation of the meter.

b. Service Delivered and Metered at Less than 4 kV:

The charges will be adjusted each month for the power factor as
follows:

The charges will be decreased by 20 cents per kilowatt of
measured maximum demand and will be increased by 20 cents per
kilovar of reactive demand. However, in no case shall the
kilovars used for the adjustment be less than one-fifth the
number of kiowatts.

The kilovars of reactive demand shall be calculated by
multiplying the kilowatts of measured maximum demand by the ratio
of the kilovar-hours to the kilowatthours. Demands in kilowatts
and kilovars shall be determined to the nearest unit. A ratchet
device will be installed on the kilovar-hour meter to prevent its
reverse operation on leading power factors.

10. Temporary Discontinuance of Service: Where the use of energy is
seasonal or intermittent, no adjustments will be made for a temporary
discontinuance of service. Any customer prior to resuming service within twelve
months after such service was discontinued will be required to pay all charges
which would have been billed if service had not been discontinued.

(Continued)

--------------------------------------------------------------------------------

(To be inserted by utility) issued by (To be inserted by Cal. P.U.C.)

Advice Letter No. 604-E Edward A. Myers, Jr Date Filed December 30, 1982
82-12-055 Name Effective January 1, 1983
Decision No. 82-12-115 Vice President
______

SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue Rosemead, California 91770

Revised Cal. P.U.C. Sheet No. 8190-E
Cancelling Revised Cal. P.U.C. Sheet No. 7643-E

--------------------------------------------------------------------------------

Schedule No. TOU-8

GENERAL SERVICE-LARGE

(Continued)

SPECIAL CONDITIONS (Continued)

11. Supplemental Visual Demand Meter: Subject to availability, and upon
written application by the customer, the Company will, within 180 days, supply
and install a Company-owned supplemental visual demand meter. The customer shall
provide the required space and associated wiring beyond the point of
interconnection for such installation. Said supplemental visual demand meter
shall be in parallel with the standard billing meter dilineated in Special
Condition 3 above. The readings measured or recorded by the supplemental
visual demand meter are for customer information purposes only and shall not
be used for billing purposes in lieu of meter readings established by the
standard billing meter. If a meter having visual display capability is installed
by Edison as the standard billing meter, no additional metering will be
installed pursuant to this Special Condition.

One of the following types of supplemental visual demand meters will be
provided in accordance with provisions above at no additional cost to the
customers. Dial wattmeter, Recording wattmeter, or Paper-Tape Printing Demand
Meter.

If the customer desires a supplemental visual demand meter having features
not available in any of the above listed meters, such as an electronic
microprocessor-based meter, the Company will provide such a supplemental visual
demand meter subject to a monthly charge, if the meter and its associated
equipment have been approved for use by the Company. Upon receipt from the
customer of a written application the Company will design the installation and
will thereafter supply, install, and maintain the supplemental visual demand
meter subject to all conditions stated in the first and last paragraph of this
Special Condition. For purposes of computing the monthly charge, any such
supplemental visual demand meter and associated equipment shall be treated as
Added Facilities in accordance with Rule No. 2, Paragraph H, Section 1 and 2 of
the tariff rules. Added investment for computing the monthly charge shall be
reduced by the Company's estimated total installed cost at the customer location
of the Paper Tape Printing Demand Meter offered otherwise herein at no
additional cost.

The Company shall have sole access for purposes of maintenance and repair
to any supplemental visual demand meter installed pursuant to this Special
Condition and shall provide all required maintenance and repair. Periodic
routine maintenance shall be provided at no additional cost to the customer.
Such routine maintenance includes changing charts, inking pens, making periodic
adjustments, lubricating moving parts and making minor repairs. Non-routine
maintenance and major repairs or replacement shall be performed on an actual
cost basis with the customer reimbursing the Company for such cost.

12. Contracts: An initial three-year facilities contract may be required
where applicant requires new or access serving capacity exceeding 2,000 kVA.

13. Steel Surcharge Adjustment: The rates above are subject to adjustment
as provided in Part K of the Preliminary Statement, at a billing factor of
0.025CENTS per kWh.

14. Catalina Energy Cost Balance Adjustment: For service on Santa Catalina
Island, the rates above are subject to adjustment as provided in Part C of the
Preliminary Statement, at a billing factor of 2.593CENTS per kWh.

--------------------------------------------------------------------------------

(To be inserted by utility) Issued by (To be inserted by Cal. P.U.C.)

Advice Letter No. ___-E Edward A. Myers, Jr Date Filed December 30, 1984
Decision No. 82-12-115 Name Effective January 1, 1985
Vice President Resolution No.
______ -------------