SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 12, 1999
Berry Petroleum Company
(Exact name of registrant as specified in its charter)
Delaware 1-9735 77-0079387
(State or other (Commission IRS Employer
jurisdiction of File Number) Identification No.
incorporation)
28700 Hovey Hills Road, P.O. Bin X, Taft, CA 93268
(Address of principal executive offices)
Registrant's telephone number, including area code (805) 769-8811
N/A
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On February 12, 1999, Berry Petroleum Company, a Delaware
corporation (the "Company"), purchased certain assets, known as
the Placerita oilfield, from Aera Energy, LLC for the aggregate
consideration of $35 million (net of operations from December 31,
1998). The consideration was paid for by borrowing from the
Company's unsecured credit facility. The Company has been
operating the oilfield since December 31, 1998.
The Placerita oilfield is comprised of six leases (three are
federal leases) and two fee properties totaling approximately 700
acres, which are currently producing approximately 2,800 net
barrels per day of 13 degree gravity crude oil from 120 producing wells
and 56 continuous steam injectors. Berry estimates the proved
reserves at approximately 20 million barrels of which 65% are
developed. The acquisition also includes a 42 megawatt
cogeneration facility which generates electricity and which
provides approximately 13,500 barrels of steam per day for
injection into the oil reservoir. This cogeneration facility has
two Standard Offer 2 electrical sales contracts with a major
utility, one of which expires in 2002 and one in 2010.
Item 7. Financial Statements and Exhibits.
(a). Financial Statements. Not required.
(b). Pro Forma Financial Information. Not required.
(c). Exhibits.
10.1 Purchase and Sale Agreement, dated January 26, 1999, by
and between the Registrant and Aera Energy, LLC.
10.2 Standard Offer #2 Power Purchase Agreement(Newhall Phase
I), as amended, dated December 1985 between Tenneco Oil Company
and Southern California Edison.
10.3 Standard Offer #2 Power Purchase Agreement(Newhall Phase
II), as amended, dated December 1985 between Tenneco Oil Company
and Southern California Edison.
<PAGE 3>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: February 26, 1999 BERRY PETROLEUM COMPANY,
a Delaware corporation
/s/ Ralph J. Goehring
By: Ralph J. Goehring,
Senior Vice President and
Chief Financial Officer
PURCHASE AND SALE AGREEMENT
AERA ENERGY LLC
and
BERRY PETROLEUM COMPANY
PURCHASE AND SALE AGREEMENT
Index
Page
1. Property Being Sold 1
(a) Leases 1
(b) Fee Interests 1
(c) Rights in Production 1
(d) Rights; Working Interests 1
(e) Easements 1
(f) Permits 2
(g) Wells 2
(h) Facilities 2
(i) Equipment 2
(j) Exclusions 2
2. Purchase Price 3
3. Closing 3
4. Sale 3
(a) Payment 3
(b) Conveyance 3
(c) Non-foreign Affidavit 3
5. Further Assurances 3
6. Conveyance Effective Date 3
7. Pre-Acquisition Review 3
(a) Review 3
(b) Conditions to Review 4
(c) Review Results 5
8. Baseline Study 6
9. Disclaimers/Acknowledgments 7
(a) No Warranty, Express Or Implied 7
(b) Acknowledgments of Berry at Closing 7
10. Independent Evaluation 8
11. Consents; Preferential Rights 8
Page i
12. Title 9
(a) Title Examination 9
(b) Significant Title Defect 9
(c) Personal Property Inventory List 10
13. Representations of Aera 10
(a) Due Organization 10
(b) Company Power 10
(c) Duly Executed 10
(d) No LItigation 10
14. Representations of Berry 11
(a) Due Organization 11
(b) Corporate Power 11
(c) Duly Executed 11
(d) No Litigation 11
15. Aera's Conditions 11
(a) Representations True 11
(b) No Pending Suits 11
(c) No Act of Termination 11
(d) Written Evidence of Bond 12
(e) H-S-R 12
16. Berry's Conditions 12
(a) Representations True 12
(b) No Pending Suits 12
(c) No Act of Termination 12
(d) H-S-R 12
17. Operations and Production After the Effective Date 12
(a) Operations Between the Effective Date and Closing 12
(b) Expenses 12
(c) Allocation of Production and Proceeds 13
(d) Interim Accounting, Payment and Collection
Services 13
(e) Post-Closing Settlement 13
(f) Audit 14
(g) No Application to Income Taxes 14
18. Taxes, Costs and Fees 14
(a) Taxes 14
(b) No Brokers 14
19. Operations by Berry 15
(a) Compliance with Laws 15
(b) Assumption of Obligations 15
Page ii
20. Indemnification 16
(a) General Indemnity by Berry 16
(b) Environmental Indemnity by Berry 16
(c) Definitions 17
(d) Indemnified Party's Participation 20
(e) Aera to Cooperate with Berry regarding
Obtaining Certain Rights from Mobil 20
21. Existing Contracts 21
(a) Assumption of Contracts 21
(b) Gas Imbalances 21
22. Notices 21
23. Parties in Interest 22
24. Complete Agreement 22
25. Approval of Board of Managers and
Board of Directors 22
26. Applicable Law 22
27. Miscellaneous Provisions 23
(a) Captions 23
(b) Partial Invalidity 23
(c) Modification 23
(d) Assignment 23
(e) Counterparts 23
(f) Expenses 23
(g) Signs 23
(h) Press Releases 23
(i) No Recording 24
(j) Survival 24
(k) Exhibits and Schedules 24
(l) Time of Essence 24
(m) H-S-R 24
(n) No Partnership 24
(o) File Transfers 25
Page iii
PURCHASE AND SALE AGREEMENT
AERA ENERGY LLC, a California limited liability company, herein referred
to as "Aera," and BERRY PETROLEUM COMPANY, a Delaware corporation,
herein referred to as "Berry," enter into this Purchase and Sale Agreement,
herein called the "Agreement," in consideration of Aera's agreement to sell,
and Berry's agreement to buy, property described in this Agreement, all
pursuant to the terms and conditions of this Agreement. Aera and Berry may
also be referred to herein individually as a "Party" or, collectively, as the
"Parties."
1. PROPERTY BEING SOLD. Subject to the terms and conditions set
forth hereinafter, Aera agrees to convey to Berry the Property (as defined
below) and Berry agrees to accept the Property, and tender consideration
therefor, in the manner and of the type and amount as hereinafter required.
For purposes of this Agreement, Property shall mean all of Aera's right, title
and interest in and to (i) the property and property interests described in
Exhibit "A" hereto, and (ii) all property and property interests listed in
subsections (a) through (i) of this section 1, to the extent such property or
property interests are a part of, grant rights in, or with respect to, or are
located on the property and property interests described in Exhibit "A"; but
excluding the property in subsection (j).
(a) Leases. Leasehold interests in oil, gas or other minerals, including
working interests, carried working interests, rights of assignment and
reassignment, and other interests under or in oil, gas or mineral leases, and
interests in rights to explore for and produce oil, gas and other minerals.
(b) Fee Interests. Fee interests to the surface and in oil, gas or other
minerals, including rights under mineral deeds, conveyances or assignments.
(c) Rights In Production. Royalties, overriding royalties, production
payments, rights to take royalties in kind, or other interests in production
of oil, gas or other minerals.
(d) Rights; Working Interests. Rights and interests in or derived from
unit agreements, orders or decisions of state and federal regulatory
authorities establishing units, joint operating agreements, enhanced recovery
and injection agreements, farmout agreements and farmin agreements, options,
drilling agreements, exploration agreements, assignments of operating rights,
working interests, subleases and rights above or below certain footage depths,
horizons or interests described in subsections (a)-(c) above except those
contracts or agreements described in subsection (j) below.
(e) Easements. To the extent transferable, rights-of-way, surface or
ground leases, easements, servitudes and franchises located on or granting
rights to the property or property interests described in Exhibit "A" hereto
and acquired or used in connection with operations for the exploration,
production, processing and transportation of oil, gas or other minerals with
respect to the properties and interests described in subsections (a)-(d)
above and such other rights-of-way, surface or ground leases, easements and
servitudes specifically listed on Schedule "1(e)" hereto, which are not
located on or grant rights to such property and property interests, but which
were acquired or used in such operations with respect to such property and
property interests.
(f) Permits. To the extent transferable, permits and licenses of any
nature owned, held or operated in connection with operations for the
exploration, production, processing and transportation of oil, gas or other
minerals, including, but not limited to, all air emission reduction credits
attributable to the Property.
(g) Wells. Producing, non-producing, shut-in and abandoned oil and gas
wells, salt water disposal wells, injection wells and water wells located on
the property or property interests described in Exhibit "A" hereto and used in
connection with the properties or interests described in subsections (a)-(f)
above and such other salt water disposal wells and water wells specifically
listed on Schedule "1(g)," which are not located on such property or property
interests, but which are used in connection with such properties or interests.
(h) Facilities. All facilities, buildings, improvements, gas plants,
gathering lines, flow lines, injection lines and pipelines and appurtenances
located on the real property and on lands included in, or which are
subservient to, the property and property interests described on Exhibit "A"
and such other similar facilities specifically listed on schedule "1(h),"
which are not located on such real property and lands, but which are used in
connection with the properties and interests described in subsections (a)-(g)
above.
(i) Equipment. All surface and down-hole equipment, fixtures, inventory
and personal property located on the property and property interests described
in Exhibit "A" hereto, and used in connection with the properties or interests
described in subsections (a)-(h) above and such other equipment specifically
listed on Schedule "1(i)," which is not located on such property and property
interests, but which is used in connection with such properties and interests
described in subsections (a)-(h) above.
(j) Exclusions. The Property shall not include any rights-of-way,
surface or ground leases, easements, franchises, permits, licenses, or other
contracts or agreements which by their own terms are not transferable,
Proprietary Data (which shall include, without limitation, (i) all privileged
or confidential data, and (ii) any interpretive geological and geophysical
information which may reveal the methods used by Aera in interpreting
geological and geophysical information, economic analysis, and any
information or other similar proprietary data which might reveal Aera's
economic guidelines or other methods or systems by which Aera conducts its
economic analysis), any offsite tubular goods in the previous owner's store
stock, store stock left on consignment and belonging to third parties, that
certain GLT Gas Transmission Service Contract between Southern California Gas
Company ("So Cal") and Tenneco Oil Company dated July 15, 1988 (the "So Cal
Contract"), and without limiting the generality of the foregoing, those items
of personal property, inventory or other property or property interests
specifically listed on Schedule "1(j)" hereto. In the event any
rights-of-way, surface or ground leases, easements, franchises, permits,
licenses, or other contracts or agreements are not transferable by their own
terms, Aera shall have no liability to Berry for any such failure of transfer.
2. PURCHASE PRICE. As consideration for the Property, Berry shall
pay to Aera, at Closing, the sum of Thirty-five Million and No Hundredths
Dollars ($35,000,000.00) (the "Purchase Price").
3. CLOSING. Closing shall occur on or before January 31, 1999, or at
such later date as may be agreed by the Parties or provided by this
Agreement, (the "Closing Date"), at a time and place to be mutually agreed by
the Parties. "Closing" shall mean the consummation of the sale by transfer of
Aera's ownership in the Property, payment of the Purchase Price, and transfer
of the operation and possession of the Property.
4. SALE. At Closing, the Parties shall do the following:
(a) Payment. Berry shall make payment of the Purchase Price above by
wire transfer to an account to be designated by Aera.
(b) Conveyance. Aera will convey the Property to Berry by executing
and delivering (i) an Assignment and Conveyance and (ii) a Personal Property
Agreement and Bill of Sale in substantially the forms attached hereto as
Exhibits "B" and "C," respectively.
(c) Non-foreign Affidavit. Aera shall execute and deliver to Berry its
Non-foreign Affidavit in substantially the form attached hereto as Exhibit
"D."
5. FURTHER ASSURANCES. Aera and Berry each agree to execute
and deliver to the other Party all division orders, transfer orders and all
other documents necessary to fully vest in Berry the rights, obligations and
benefits acquired pursuant to this Agreement.
6. CONVEYANCE EFFECTIVE DATE. The conveyance from Aera to
Berry shall be effective as of December 31, 1998, at 5:00 p.m. local time
where the Property is located, herein called the "Effective Date." The Parties
shall have measured/gauged all tanks as of the Effective Date for purposes of
proration and post-Closing settlement.
7. PRE-ACQUISITION REVIEW.
(a) Review. Commencing upon satisfaction of the conditions set forth in
subsection 7(b) and ending one (1) day before the Closing Date (the "Review
Period"), Berry and its employees, agents and contractors shall have the right,
but not the obligation, to do the following (the "Pre-Acquisition Review"), at
its sole cost and expense but with the cooperation and assistance of Aera:
(1) To the extent Aera has the right to grant such rights to Berry, and
only after notice to any operator of the Property, to enter all or any part of
the Property at any reasonable time and from time to time, during the Review
Period, and to inspect, inventory, investigate (including environmental
assessments and evaluations), study and examine the same and the operations
conducted thereon; and
(2) To inspect and review at Aera's office located in Bakersfield,
California, at reasonable times and upon reasonable notice, all non-privileged
and non-proprietary files, records, documents and data related to the above
matters, including, but not limited to, any of the following which Aera may
have: Original Well Record Files on all wells, Regulatory, Accounting,
Marketing, Environmental, Pipeline, Maintenance, Transportation, Processing,
Production and Engineering files and records. Non-proprietary files, records,
documents and data mean those which do not constitute Proprietary Data as
described in subsection 1(j) above.
(b) Conditions to Review. Prior to the commencement of the Pre-
Acquisition Review, the following conditions must be satisfied:
(1) Berry may, but is not required to, deliver a Pre-Acquisition Review
plan to Aera, including the identity of any party participating in or
associated with the plan and an estimated timetable for events under the
plan. Such plan, if completed, must be approved in writing by Aera;
(2) Berry shall sign and deliver to Aera an Agreement for
Indemnification and Responsibility for Damages in the form of Exhibit "G"
attached hereto (the "Indemnification Agreement");
(3) Berry shall maintain the results of its investigation and evaluation
and review of files and records, including title examination reviews,
confidential in accordance with the provisions, terms and conditions of that
certain Confidentiality Agreement dated November 13, 1998 (the "Confidentiality
Agreement"), a copy of which is attached hereto as Exhibit "E";
(4) Berry shall provide Aera a copy of any non-privileged or non-
proprietary assessment reports of or about the Property, including, without
limitation, any reports, data and conclusions developed pursuant to the Pre-
Acquisition Review, promptly after such assessment report has been furnished
to or obtained by Berry, and Aera shall be permitted to discuss the contents
of any such assessment reports with the party who prepared such reports; and
(5) Berry and its employees, agents and consultants shall abide by
Aera's (or the operator's with respect to non-Aera operated properties) safety
rules, regulations and other operating policies applicable to the Property
while conducting their activities on the Property.
(c) Review Results.
(1) If, as a result of the Pre-Acquisition Review, Berry determines in
its sole judgment that, as to any portion of the Property: (i) the
environmental condition thereof is unacceptable for Berry's purposes;
(ii) there has been such a substantial deterioration in the physical condition
of the Property since November 1, 1998, that Berry will be unable to continue
to possess, operate, use or maintain the Property in the same manner and to
the same extent possessed, operated, used or maintained by Aera before the
Effective Date (provided, however, a lack of equipment on the Property shall
not be considered a substantial deterioration in the physical condition of
the Property for purposes of this subsection unless the equipment was removed
by Aera from the Property between November 1, 1998, and the Effective Date
without Berry's consent and the lack of such removed equipment will materially
adversely affect Berry's ability to use, operate or maintain the Property after
Closing); or (iii) the extent of existing, potential or contingent liabilities
pose or create an unacceptable risk; then, Berry may give written notice to
Aera on or before the last day of the Review Period of such condition. Such
notice shall include Berry's estimated cost to cure or remedy the listed
conditions. Failure to give any such notice within the Review Period shall
foreclose Berry from securing the benefits of subsection 7(c)(2) and shall
not excuse Berry for failing to close because of matters arising out of such
Pre-Acquisition Review.
(2) Upon receipt of such notice, if the aggregate of the conditions set
forth in the notice are Material (as defined below), the Closing Date shall be
automatically extended for thirty (30) days unless both Parties agree in
writing to the contrary. Within the period between the date of receipt of
such notice and the extended Closing Date, Aera may, at its option and in its
sole discretion, (i) remedy or agree to remedy, to a degree agreed upon prior
to Closing, such condition (in the event current remediation of such condition
is required by a Federal, State or local agency, Aera and Berry agree that the
condition shall be remedied in accordance with and to the satisfaction of the
appropriate agency's requirements), (ii) agree with Berry on an adjustment to
the Purchase Price which adjustment shall reflect Berry's cost to remedy such
conditions, or (iii) remove the affected portion or portions of the Property
from the Property to be conveyed and agree with Berry to adjust the Purchase
Price accordingly. The failure to do one of the above prior to the extended
Closing Date shall permit either Party to terminate this Agreement by giving
written notice of such termination to the other on or before the extended
Closing Date. Upon the giving of such termination notice, neither Party
shall have any further rights or obligations hereunder except for Berry's
obligations and Aera's rights under the Confidentiality Agreement and the
Indemnification Agreement.
(3) If the aggregate of the conditions set forth in the notice are not
Material, notwithstanding anything herein to the contrary, Aera shall have the
option at its sole discretion to remove the affected portion or portions of the
Property from the Property to be conveyed and agree with Berry to adjust the
Purchase Price accordingly. If Aera elects to remove the Property, the failure
to agree on an adjustment to the Purchase Price shall permit either Party to
terminate this Agreement by giving written notice of such termination to the
other on or before the Closing Date. Upon the giving of such termination
notice, neither Party shall have any further rights or obligations hereunder
except for Berry's obligations and Aera's rights under the Confidentiality
Agreement and the Indemnification Agreement. If Aera does not elect to
remove the affected portion or portions of the Property, Berry shall acquire
the affected portions of the Property "where is" and "as is" with no right to
recover from Aera for any liabilities, costs or expenses related to such
conditions (including, without limitation, environmental conditions and
damages to natural resources). Acquisition of the Property containing such
non-material conditions "where is" and "as is" shall constitute Berry's
general release and agreement to defend, indemnify and hold Aera, its
Affiliates, directors, officers, employees, agents and representatives
harmless from all liabilities, costs or expenses related to such non-material
conditions (including, without limitation, non-material environmental
conditions and damages to natural resources).
(4) For purposes of this subsection 7(c), "Material" shall be defined as
a cost to cure or remedy in excess of One Million and No Hundredths Dollars
($1,000,000.00). If Aera agrees to remedy specific adverse conditions then
Berry and Aera agree that all negotiations and contacts with state, federal and
local agencies for approval and review of such remedial action shall be made
by Aera.
8. BASELINE STUDY. Berry and Aera hereby agree that a Pre-
Acquisition Review assessment report of the Property by Berry, if made, shall
establish the true and correct condition of the Property as of the Effective
Date and such assessment report shall be used as the only environmental,
safety or other baseline study in the event a dispute arises after Closing
concerning the condition of the Property, unless Aera gives notice to Berry
within thirty (30) days after its receipt of the Pre-Acquisition Review
assessment report that it is contesting the results of or the conclusions
reached in such assessment report in which case such Pre-Acquisition Review
assessment report shall not be deemed the sole baseline study. Aera shall
have the right, but not the obligation, at any time to conduct its own
assessment of the Property. If prior to Closing, Aera determines, either
from its own assessment, Berry's assessment or otherwise, that an adverse
environmental condition may exist on any portion of the Property, then Aera
may, in its sole discretion, either (i) remove the affected portion of the
Property from the Property being conveyed and agree with Berry to an adjusted
Purchase Price or (ii) terminate this Agreement by giving notice of such
termination to Berry in writing prior to Closing. The rights and obligations
of the Parties after such notice is given shall be as specified in the next
sentence. If Aera and Berry cannot agree on the proper adjustment to the
Purchase Price, either Party may give written notice to the other Party prior
to Closing to terminate this Agreement and upon the giving of such notice,
neither Party shall have any further rights or obligations hereunder except
for Berry's obligations and Aera's rights under the Confidentiality Agreement
and the Indemnification Agreement.
In the event both Aera and Berry elect not to conduct Pre-Acquisition
Review assessment reports, both Parties agree that the Phase I
Environmental Site Assessment report dated October 27, 1998, prepared by
Kennedy/Jenks Consultants for Mobil Business Resources Corporation shall
serve as the baseline study for purposes of this subsection.
9. DISCLAIMERS/ACKNOWLEDGMENTS.
(a) No Warranty, Express Or Implied. CONVEYANCE OF THE PROPERTY
SHALL BE WITHOUT WARRANTY WHATSOEVER, EXPRESS, STATUTORY, OR IMPLIED AS
TO TITLE, DESCRIPTION, PHYSICAL CONDITION OF THE PROPERTY (INCLUDING,
WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION OF THE PROPERTY), QUALITY,
VALUE, FITNESS FOR PURPOSE, MERCHANTABILITY, OR OTHERWISE.
Berry shall satisfy itself, prior to the Closing, as to the type, condition,
quality and extent of the property and property interests which comprise the
Property it is receiving pursuant to this Agreement and under this sale.
Berry shall have the right of full substitution and subrogation to any and
all rights and actions of which Aera has or may have against any and all
preceding owners or vendors of the Property other than affiliates of Aera.
(b) Acknowledgments of Berry at Closing. By closing on the transaction
provided for in the Agreement, Berry shall be deemed to have acknowledged
and does acknowledge and admit that: (i) Berry has been given the
opportunity to adequately inspect the Property for all purposes prior to
Closing; (ii) Berry is aware that the Property has been used for the
exploration, development, production, treating and transporting of oil and
gas and that physical changes may have occurred as a result of such use and
that Aera has disclosed, and Berry is further aware, that there exists the
possibility that there could have occurred from such use one or more releases
of hazardous substances or releases of Chemical Substances [as defined in
subsection 20(c)(3) below] into, or other pollution or contamination of or
into, the ambient air, surface water, ground water, or land surface and
subsurface strata of any real property included in the Property and of
contiguous, or a series of contiguous, real properties not associated with
the Property; (iii) Berry has entered into this Agreement on the basis of its
own investigation of the physical condition of the Property and the land
related thereto (including the environmental condition of the Property);
(iv) Berry with full knowledge of the foregoing and after conducting the
above described investigation and evaluation IS ACQUIRING THE PROPERTY ON A
"WHERE IS" AND "AS IS" BASIS, and Berry, by acquiring the Property on a
"where is" and "as is" basis waives any other rights of indemnification,
contribution or recourse it may have against or from Aera with respect to
the condition of the Property, including, without limitation, the
environmental condition of the Property and damage to natural resources
associated with the Property; (v) Berry shall further acknowledge that it
has received from Aera prior to Closing a written notice pursuant to
section 25359.7(a) of the California Health and Safety Code and
that a copy of such written notice is attached hereto as Schedule "9(b)"; and
(vi) Berry shall further acknowledge that it has had the full opportunity to
review and is aware of the matters with respect to the Property which are
identified in Schedule "9(c)" attached hereto.
10. INDEPENDENT EVALUATION. Berry has made an independent
evaluation of the Property and acknowledges that Aera has made no
statements or representations concerning the present or future value of the
anticipated income, costs, or profits, if any, to be derived from the Property
or the quantity and quality of any oil and gas or other minerals that may be
produced from the Property and THAT AERA DOES NOT IMPLIEDLY OR
EXPRESSLY WARRANT DESCRIPTION, TITLE, VALUE, QUALITY,
PHYSICAL CONDITION OF THE PROPERTY (INCLUDING, WITHOUT
LIMITATION, THE ENVIRONMENTAL CONDITION OF THE PROPERTY),
MERCHANTABILITY, OR FITNESS FOR PURPOSE OF ANY OF THE
PROPERTIES OR THE WELLS, EQUIPMENT, PIPELINES FACILITIES, OR
OTHER PROPERTY LOCATED THEREON OR USED IN CONNECTION THEREWITH.
Berry further acknowledges that, in entering into this
Agreement, it has relied solely upon its independent examination of the
Property and public records relating to the Property and its independent
estimates, computations, evaluations, reports and studies based thereon. All
information and data furnished to Berry by Aera is believed to be accurate and
correct to the best of Aera's knowledge without investigation; however, Aera
makes no warranty or representation as to the accuracy or correctness of any
information furnished to Berry. Any reliance Berry makes on such information
is at Berry's sole risk. Berry acknowledges that it is aware that accounting
reports, files and records made available to Berry during the Review Period
specified in section 9 hereof or otherwise furnished to or made available to
Berry for review may not incorporate all revenue and cost data up to and
through the date of the accounting reports, files, records or information
provided, and further inquiry by Berry may be required to obtain such revenue
and cost data.
11. CONSENTS; PREFERENTIAL RIGHTS. In the event any of the interests
to be conveyed or transferred to Berry as part of the Property (i) are
burdened with a preferential right in a third person to purchase such
interest or (ii) require the consent of a third party to assign Aera's
interest, then the conveyance or transfer of the interest subject to such
preference or consent shall be conditioned upon Aera's obtaining the
necessary waiver or consent and this Agreement shall not constitute an
assignment or attempted assignment thereof without such consent or waiver.
Provided, however, if such requirement for Third-Party consent is subject to
an express or implied provision to the effect that such consent may not be
unreasonably withheld and Aera, in its sole discretion, determines that such
consent is being unreasonably withheld, Aera may, at its risk, assign such
interest to Berry. Except for any liability of Aera to a Third Party with
respect to an assignment pursuant to the preceding sentence, Aera shall not
be liable to Berry by reason of any inability or failure to obtain any such
waiver of preferential rights or consent to assignment. In the event a Third
Party elects to exercise its preferential right to purchase, then Berry shall
at the request of Aera nominate a value to each interest burdened by the
preferential right to purchase, and if such value is agreeable to Aera, it
shall become the price to such Third Party. If Aera is unable to obtain a
required waiver or consent, or determines that such consent has been
unreasonably withheld but elects not to assign the interest, such failure to
obtain the waiver or consent, or to assign the interest where consent is
unreasonably withheld, shall be considered a significant title defect subject
to the provisions of subsection 12(b) hereof unless waived in writing by
Berry; provided, however, that the prior termination or lapse of or a
requirement that any license, permit, right-of-way, pipeline franchise or
easement affecting any interests in or other portions of the Property is non-
transferable, must be renegotiated or is subject to consent upon a transfer of
ownership shall not constitute a significant title defect under this Agreement.
12. TITLE.
(a) Title Examination. Berry assumes the risk of description and title
to the Property and agrees to satisfy itself with respect thereto. Aera has
made available to Berry for examination by Berry such title information and
abstract coverage as may have been available in Aera's land and contract
files located in Bakersfield, California. During the period commencing on
the date of this Agreement and ending no later than one (1) day before the
Closing Date (the "Title Examination Period"), Berry shall have the continued
right to examine, at Aera's offices in Bakersfield, California, during normal
working hours, all division order and land files and records which relate to
the Property. In addition, Aera shall make available to Berry for examination
such title information with respect to the Property which is in Aera's files
or Western Midway Company's ("Western") former files related to the Property
which are now Aera's.
(b) Significant Title Defect.
(1) As used in this Agreement, the term "significant title defect" shall
include (i) any defect which results in a loss of title in Aera such that
Aera's net revenue interest in the Property is substantially reduced or
Aera's right to use such interest as an owner, lessee, licensee or permittee
is extinguished or severely restricted, or (ii) the inability of Aera to
obtain the waiver of a preferential right or consent to assignment of an
interest included in the Property or the election of Aera not to assign such
interest when Aera believes consent is being unreasonably withheld as
specified in section 11 above. Berry shall give Aera written notice of such
significant title defect at least (one) (1) day before the Closing Date,
together with full particulars relating thereto. Berry shall be deemed to
have waived all significant title defects and any other defect of which Aera
has not been given written notice at least one (1) day before the Closing
Date.
(2) Interests which have significant title defects shall be excluded
from the Property and the Purchase Price shall be reduced by an amount agreed
upon by Aera and Berry to account for such interest unless: (i) prior to
Closing, the basis for the significant title defect has been removed
(provided, however, Aera shall have no obligation to obtain such removal),
(ii) Berry agrees to accept the interest "as is," (iii) Berry agrees to
acquire the Property, including the interest, with an appropriate and
mutually agreed upon reduction in the Purchase Price, or (iv) Aera agrees to
indemnify Berry against all losses, costs, expenses and liabilities with
respect to such significant title defect. If no agreed upon reduction in
Purchase Price has been reached and no agreement can otherwise be reached as
to the disposition of an interest burdened by a significant title defect,
either Party may give written notice to the other Party to terminate this
Agreement and upon the giving of such notice, neither Party shall have any
further rights or obligations hereunder, except for Berry's obligations and
Aera's rights under the Confidentiality Agreement and the Indemnification
Agreement.
(c) Personal Property Inventory List. If Berry prepares an inventory
list of the personal property being conveyed or transferred hereunder, such
inventory list, if approved by Aera, shall be controlling with respect to the
personal property listed therein and shall be attached to any Bill of Sale or
other document of conveyance utilized to transfer the personal property from
Aera to Berry under this Agreement. If Berry does not prepare such an
inventory list, then, at Aera's sole election, the controlling inventory list
of personal property to be conveyed hereunder for the purposes of any Bill of
Sale or other document of conveyance or transfer may be prepared by Aera
based upon the most reliable information available to it, or the Bill of Sale
or other document of conveyance or transfer may omit an inventory list and
recite generally the sale, transfer and conveyance of all of Aera's right,
title and interest in all specified categories of personal property located
on or associated with the real property and lands subject to the interests
in real property included in the Property.
13. REPRESENTATIONS OF AERA. Aera represents to Berry, each of
which representations shall survive Closing, that as of the date of the
Agreement and as of Closing:
(a) Due Organization. Aera is a limited liability company duly
organized, validly existing, and in good standing under the laws of the
state of California.
(b) Company Power. Aera has all requisite company power and
authority to carry on its business as presently conducted, to enter into the
Agreement, and, subject to the provisions of section 25 below, to perform its
obligations under the Agreement. The consummation of the transactions
contemplated by the Agreement will not violate, nor be in conflict with,
(i) any provision of its charter or bylaws or (ii) any agreement or
instrument to which it is a party or is bound (except for preferential rights
to purchase and required Third Party consents to assignment, if any).
(c) Duly Executed. The Agreement has been duly executed and
delivered on behalf of Aera, and at Closing, (if the condition of section 25
below has been satisfied) all documents and instruments required hereunder
to be executed and delivered by it shall have been duly executed and
delivered.
(d) No Litigation. There are no pending or, to the best of Aera's
knowledge, threatened claims, legal actions, lawsuits, administrative
proceedings, or governmental investigations or inquiries involving the Property
or Aera's right to consummate the sale contemplated hereunder except those
claims, legal actions, lawsuits, administrative proceedings, and governmental
investigations and inquiries that Aera has disclosed to Berry in writing as
shown in attached Schedule "13(d)."
14. REPRESENTATIONS OF BERRY. Berry represents to Aera, each
of which representations shall survive Closing, that as of the date of the
Agreement and as of Closing:
(a) Due Organization. Berry is a corporation duly organized, validly
existing, and in good standing under the laws of the state of its incorporation
and is duly qualified to do business in California.
(b) Corporate Power. Berry has all requisite corporate power and
authority to carry on its business as presently conducted, to enter into the
Agreement, to purchase or exchange the Property on the terms described in
the Agreement and to perform its other obligations under the Agreement. The
consummation of the transactions contemplated by the Agreement will not
violate, nor be in conflict with, (i) any provision of its charter or bylaws,
formation and governing documents, or (ii) any agreement or instrument to
which it is a party or is bound.
(c) Duly Executed. The Agreement has been duly executed and
delivered on behalf of Berry, and at Closing, all documents and instruments
required hereunder to be executed and delivered by it shall have been duly
executed and delivered and the transactions contemplated hereby shall have
been duly and validly authorized by all requisite corporate action.
(d) No Litigation. There are no pending or, to the best of Berry's
knowledge, threatened claims, legal actions, lawsuits, administrative
proceedings, or governmental investigations or inquiries involving Berry's
right to consummate the sale contemplated hereunder except those claims, legal
actions, lawsuits, administrative proceedings, and governmental investigations
and inquiries that Berry has disclosed to Aera in writing as shown in attached
Schedule "14(d)."
15. AERA'S CONDITIONS. The obligations of Aera to be performed at
Closing are subject to the satisfaction at or prior to Closing of the
following conditions, any of which may be waived by Aera, and the condition
specified in section 25:
(a) Representations True. All representations of Berry contained in
this Agreement shall be true in all material respects at and as of Closing
as if such representations were made at and as of Closing, and Berry shall have
performed and satisfied in all material respects all obligations required by
this Agreement to be performed and satisfied by it at or prior to Closing.
(b) No Pending Suits. No suit or other proceeding shall be pending or
threatened before any court or governmental agency seeking to restrain,
prohibit or declare illegal, or seeking substantial damages in connection with,
the contemplated purchase.
(c) No Act of Termination. Aera shall not have exercised any rights it
may have hereunder to terminate this Agreement.
(d) Written Evidence of Bond. Berry shall have provided written
evidence, satisfactory to Aera, that Berry has obtained the bonds required by
the California Department of Conservation, Division of Oil, Gas and
Geothermal Resources as specified in subsection 19(a), and has otherwise
satisfied all federal, state and local statutory and regulatory requirements
with respect to transfer of the Property.
(e) H-S-R. All applicable waiting periods shall have expired under the
Hart-Scott-Rodino Antitrust Improvements Act or early termination of such
waiting periods shall have been granted by the appropriate governmental
authorities.
16. BERRY'S CONDITIONS. The obligations of Berry to be performed
at Closing are subject to the satisfaction at or prior to Closing of the
following conditions, any of which may be waived by Berry:
(a) Representations True. All representations of Aera contained in this
Agreement shall be true in all material respects at and as of Closing as if
such representations were made at and as of Closing, and Aera shall have
performed and satisfied in all material respects all agreements required by
this Agreement to be performed and satisfied by it at or prior to the Closing.
(b) No Pending Suits. No suit or other proceeding shall be pending or
threatened before any court or governmental agency seeking to restrain,
prohibit or declare illegal, or seeking substantial damages in connection with,
the contemplated purchase.
(c) No Act of Termination. Berry shall not have exercised any rights it
may have hereunder to terminate this Agreement.
(d) H-S-R. All applicable waiting periods shall have expired under the
Hart-Scott-Rodino Antitrust Improvements Act or early termination of such
waiting periods shall have been granted by the appropriate governmental
authorities.
17. OPERATIONS AND PRODUCTION AFTER THE EFFECTIVE DATE.
(a) Operations Between the Effective Date and Closing. As Closing may
occur subsequent to the Effective Date, Aera will in such event continue to
operate the Property, or cause the Property to be operated, as appropriate, at
Berry's sole risk and for the account of Berry until Closing. Upon Closing,
Berry shall assume the risk of any change in the condition of the Property from
the Effective Date to the Closing Date, except to the extent any change in the
condition is attributable to the gross negligence or willful misconduct of
Aera, and notwithstanding the foregoing, except as may be otherwise provided in
section 20.
(b) Expenses. Subject to the provisions of section 20, Aera shall be
responsible for payment of all Expenses (as defined below) related to the
Property prior to the Effective Date. Berry shall be responsible for the
payment of all Expenses related to the Property, and for the cost and
expenses resulting from the assumption of the obligations and implied
covenants as specified in section 19 incurred or accrued from and after the
Effective Date. "Expenses" as used in this Section shall mean any expenses
incurred or accrued in connection with the operation, use, protection,
maintenance or ownership of the Property including, without limitation,
expenses for or related to all lease rentals, shut-in royalties, minimum
royalties, payments in lieu of production, production royalties (including
royalties paid in kind), overriding royalties, production payments, net profits
payments, contractual payments, operating costs, overhead charges (at the
then current charge rate Aera would charge as an operator in operating
agreements), expenses, fees, vendor and contractor invoices, billings, taxes,
charges (including, without limitation, any charges for overhead provided for
in any operating agreements related to the Property at the rates specified in
such agreements), rental payments, franchise fees, permits and license fees,
assessments and other indebtedness and obligations due, payable, incurred,
accrued or attributable to the ownership, operation, use, protection or
maintenance of or otherwise relating to or associated with the Property.
(c) Allocation of Production and Proceeds. All production from oil
and/or gas wells, and all proceeds from the sale thereof, including, without
limitation, proceeds from any imbalance and oil in storage above the pipeline
connection, and take-or-pay collections/rights and accounts receivable
attributable to production prior to the Effective Date and all other
monetary payments (including, without limitation, proceeds from the sale of
mineral production, credits, tax refunds, insurance proceeds, salvage
payments and reimbursement of joint operating costs and expenses)
attributable to the ownership, use or operation of the Property prior to the
Effective Date shall be the property of Aera. All such production proceeds,
and other monetary payments attributable to production on and after the
Effective Date shall be the property of Berry.
(d) Interim Accounting, Payment and Collection Services. From the
Effective Date until Closing, Aera shall, for the account of and at the sole
cost to Berry of One Hundred and No Hundredths Dollars ($100.00) per day,
provide all necessary and appropriate financial accounting services for the
Property and all related operations and administration of the Property in the
same manner and to the same extent provided by Aera prior to the Effective
Date, taking into account and acting consistent with the provisions of
subsections 17(b) and 17(c) above. Aera shall, for the account of and at the
sole cost to Berry, pay all Expenses [as provided in subsection 17(b)] which
are the obligation of Berry and collect all proceeds and other monetary
payments which are allocated to Berry [as provided in subsection 17(c)].
(e) Post-Closing Settlement. Within one hundred twenty (120) days after
Closing, Aera and Berry shall make a final post-Closing settlement to account
for all production proceeds and other monetary payments collected for Berry's
account by Aera and all Expenses, other costs and expenses and taxes paid
for Berry's account by Aera pursuant to this section 17 and any prorations as
of the Effective Date. In addition, Aera shall credit Berry with Eighty-one
Thousand Four Hundred Thirty and No Hundredths Dollars ($81,430.00) for
the suspense items obligation which Berry has assumed under subsection
19(b). Aera and Berry agree to promptly remit any sum determined from such
post-closing settlement to be owed to the other.
(f) Audit. Within one (1) year of the Closing, either Party may at its
own expense audit the other Party's books, accounts and records relating to
production proceeds, other monetary payments, Expenses, other costs and
expenses and taxes paid or received which may have been adjusted on
account of this transaction. Such audit shall be conducted so as to cause a
minimum of inconvenience to the audited Party. It is expressly agreed that, if
Berry shall request any type of audited financial records, Berry shall enter
into an agreement for the provision of such records with an accounting firm
approved by Aera, and Berry shall be solely responsible for the cost of
obtaining such financial records.
(g) No Application to Income Taxes. All references in sections 17 and
18 to taxes and tax refunds shall not apply to income and franchise taxes and
income and franchise tax refunds.
18. TAXES, COSTS AND FEES.
(a) Taxes. Berry shall be responsible for the economic benefit, burden
and payment of all taxes relating to the Property prorated from and after the
Effective Date. Aera shall be responsible for the economic benefit, burden
and payment of all taxes relating to the Property prorated prior to the
Effective Date, including, but not limited to, the Los Angeles County Tax
Assessor's Appeal as shown on Schedule "13(d)." Berry shall pay to Aera at
Closing, in addition to and separate from the Purchase Price, an amount equal
to all state and local taxes payable by Aera on the transfer of ownership of
any tangible personal property calculated at the then-current rates. Berry
shall indemnify, defend and hold Aera harmless from any liability, including
without limitation, penalties, interest and attorney's fees, arising out of
Berry's failure to pay to Aera at Closing, in addition to and separate from
the Purchase Price, the amount equal to all state and local taxes payable by
Aera on the transfer of ownership of any tangible personal property. Berry
shall pay all costs associated with documentary transfer taxes, other
transfer taxes and any recording costs assessed by any federal, state, county
or other governmental offices or other transfer fees, and shall indemnify,
defend and hold Aera harmless for such transfer taxes, costs and fees. In
the event that the interests transferred under this Agreement are exempt from
such taxes, at Closing Berry shall provide Aera with properly executed
exemption certificates or other documentation deemed acceptable under
applicable law.
(b) No Brokers. Each Party shall pay and indemnify and hold the other
Party harmless from any commission or brokerage fee it has incurred in
connection with this transaction.
19. OPERATIONS BY BERRY.
(a) Compliance with Laws. Berry shall comply with all applicable laws,
ordinances, rules and regulations, orders, terms of permits and authorizations
of any governmental body which may have jurisdiction with respect to the
Property to be transferred hereunder (including, without limitation, the filing
with such governmental bodies of any and all compliance reports, notices, or
other compliance documents which are due after the Closing Date regardless
of the period covered by such reports, notices or documents) and shall
promptly obtain and maintain all permits and bonds required by public
authorities in connection with the Property including, without limitation, the
bond required by California Public Resources Code, Section 3202 for wells
which have not produced oil or gas or have not been used as injectors, for a
period of five (5) years prior to Closing. Berry, or its designated operator,
shall, at or prior to Closing, provide to Aera written evidence, satisfactory
to Aera, that Berry has obtained all required bonds sufficient to assume
complete operatorship duties required by the California Department of
Conservation, Division of Oil, Gas, and Geothermal Resources, and has
otherwise satisfied all federal, state and local statutory and regulatory
requirements with respect to transfer of the Property as specified in the
California Resources Code, as amended, and any regulations promulgated in
accordance therewith including, without limitation, those bonds specified in
Sections 3204 and 3205 of such Code. Further to this obligation, Aera and
Berry shall sign (or Berry shall cause the entity which is to assume
operation to sign), prior to Closing, a notice or notices in the form
attached hereto as Schedule "19(a)" and within the time prescribed by the
California Department of Conservation, Division of Oil, Gas and Geothermal
Resources, as required by California Resources Code, Sections 3201 and 3202,
giving notice of the transfer from Aera to Berry of each well, including
each idle well, currently or formerly operated by Aera or its predecessors
which is to be transferred under this Agreement. The signed form shall
designate Berry or its designated operator as the current operator of
each such well.
(b) Assumption of Obligations. Upon Closing, Berry shall assume, as of
the Effective Date, and agree to perform, at Berry's sole cost and expense, (i)
all obligations and implied covenants of Aera relating to the Property (whether
such obligations and covenants are to a lessor, a governmental body or any
other person or entity), including, but not limited to, (1) any obligations
arising in respect to the plugging and abandonment of all existing wells
(whether or not such wells are active, inactive idle, or have been previously
abandoned as of the Effective Date), (2) any obligations to file or submit
compliance reports, notices and documents required by governmental bodies,
(3) the removal of related oil and gas equipment including, without
limitation, pipelines, sumps, foundations, and other facilities, whether the
existence of same is known or unknown to the Parties at Closing, and (4) the
complete and lawful restoration and reclamation of the lands used in
connection with such wells and related equipment, pipelines, sumps and other
facilities in compliance with all federal, state and local laws, rules and
regulations, including, without limitation, all requirements of the California
Department of Conservation, Division of Oil, Gas and Geothermal Resources,
with respect to such plugging and abandonment, removal and restoration and
reclamation of associated lands, (ii) all obligations under licenses, permits,
franchises, easements, and rights-of-way associated with or included in the
Property, (iii) any obligations with respect to the reabandonment of
previously abandoned wells on lands included in the Property, (iv) any
obligations with respect to Deserted Wells as defined in California Public
Resources Code, Section 3237, and (v) remediation and clean-up with respect
to those matters identified on Schedule "9(c)" attached hereto. This
assumption of obligations and liabilities by Berry shall include Aera's
obligations and liabilities with respect to net proceeds from production
attributable to interests in the Property as currently held in
suspense because of a lack of identity or address of owners, title questions,
change of ownership or similar reasons as identified on Schedule "19(b)"
attached hereto. As set forth in section 20, Berry shall defend, indemnify and
hold Aera harmless with respect to the performance or failure to perform of
Berry's obligations under this section 19.
20. INDEMNIFICATION. Capitalized terms used in this section 20 which
are not defined elsewhere in this Agreement are defined in subsection 20(c)
below.
(a) General Indemnity by Berry. To the fullest extent permitted by law,
but no further, Berry shall indemnify and hold harmless Aera, its Affiliates
and their officers, directors, employees and agents, from any and all Claims
for which a Claim Notice is delivered to Berry and provided such Claims
directly or indirectly arise or result from or are caused by the use,
operation, maintenance, occupation, ownership, plugging or abandonment of the
Property or contamination of the Property with naturally-occurring radioactive
materials either before or after the Effective Date even though such Claims
may have been contributed to or caused by the negligence or fault of Aera
occurring prior to Closing [except for (i) Environmental Claims or
Environmental Cleanup Liability as provided for in subsection 20(b) below; and
(ii) any such Claims caused by the willful misconduct or gross negligence of
Aera]. Berry further covenants and agrees to defend any suits brought against
Aera, its affiliates or their respective officers, directors, employees and
agents, on account of any such Claims indemnified hereunder and to pay or
discharge the full amount or obligation of such Claims incurred by, accruing
to or imposed on Aera, its Affiliates or their respective officers, directors,
employees or agents resulting from any such suit or suits. In addition,
Berry shall pay to Aera, its Affiliates or their respective officers,
directors, employees or agents, as applicable, all reasonable attorneys fees
incurred by Aera, its Affiliates or their respective officers, directors,
employees or agents, as applicable, in enforcing Berry's indemnity in this
subsection 20(a).
(b) Environmental Indemnity by Berry. To the fullest extent permitted
by law, but no further, Berry shall indemnify and hold harmless Aera, its
Affiliates and their respective officers, employees, and agents, from and
against any and all Environmental Claims or Environmental Cleanup Liability
for which a Claim Notice is delivered to Berry and which Arises directly or
indirectly from the use, operation, maintenance, occupation, ownership or
abandonment of the Property either before or after the Effective Date with
respect to any Environmental Claim or Environmental Cleanup Liability
initially made against or sought to be imposed upon Aera, its Affiliates or
their respective officers, directors, employees and agents, even though
caused, or contributed to, by the negligence or fault of Aera, except for any
such Environmental Claims or Environmental Cleanup Liability caused by the
willful misconduct or gross negligence of Aera or as a result of the past
(prior to the Effective Date) disposal of Chemical Substances offsite from
the Property. Berry further covenants and agrees to defend any suits or
administrative proceedings brought against Aera, its Affiliates and their
respective officers, directors, employees and agents on account of any such
Environmental Claims or Environmental Cleanup Liability and to pay or
discharge the full amount or obligation of such Environmental Claims or
Environmental Cleanup Liability incurred by, accruing to or imposed on Aera,
its Affiliates, or their respective officers, directors, employees or agents,
as applicable, resulting from any such suit or suits or any amounts resulting
from the settlement or resolution of such suit or suits or administrative
proceedings. In addition, Berry shall pay to Aera, its Affiliates, or their
respective officers, directors, employees or agents, as applicable, all
reasonable attorneys' fees incurred by Aera, its Affiliates, or
their respective officers, directors, employees or agents, as applicable, in
enforcing Berry's indemnity in this subsection 20(b).
(c) Definitions. For purposes of this Agreement:
(1) "Affiliate" shall mean a Party's "Parent Company" and "Affiliated
Companies." "Parent Company," "Affiliated Companies" and "Controlling
Interest" shall have the following meanings:
(i) A Party's "Parent Company" shall mean an entity having a
"Controlling Interest" in such Party;
(ii) A Party's "Affiliated Companies" shall mean any and all entities in
which the Party or the Parent Company of such Party has a direct or indirect
"Controlling Interest;" and
(iii) "Controlling Interest" shall mean: (1) a legal or beneficial
ownership of fifty percent (50%) or more of the voting stock or other voting
rights in an entity; or (2) a member company of a limited liability company.
(2) "Arises." An Environmental Claim or Environmental Cleanup Liability
shall be deemed to Arise upon (i) each discrete, operationally-related Release
of Chemical Substance, as measured on a daily basis, or (ii) each discrete,
operationally-related occurrence of pollution, contamination or migration, as
measured on a daily basis.
(3) "Chemical Substances" shall mean any chemical substance, including,
but not limited to, any sort of pollutants, contaminants, chemicals, raw
materials, intermediates, products, industrial, solid, toxic or hazardous
substances, materials, wastes, or petroleum products, including crude oil or
any component thereof.
(4) "Claims" shall mean any and all claims, demands, loss, liability,
liens, demands, judgments, settlements, suits, causes of action, fines,
penalties, compliances, costs, and any costs, expenses and fees associated
with the investigation, defense and resolution of the foregoing, including
without limitation, reasonable attorney's fees. Claims may be based on any
theory of tort, contract, strict liability, statutory liability (including,
without limitation, fines, penalties, obligations or requirements) or any
other basis for liability and shall include, without limitation, any Claims
arising, occurring or resulting from, related to or based on the injury,
disease, or death of any persons (including, without limitation, the
Indemnifying Party's employees, agents and representatives) or damage to,
loss or destruction of any property, real or personal (including, without
limitation, the Indemnifying Party's property).
(5) "Claim Notice" shall mean a notice delivered to either Party, in
writing, that the other Party has received a claim or demand from a Third
Party or been served with process by or on behalf of a Third Party asserting
Claims, Environmental Claims or Environmental Cleanup Liability which is
indemnified hereunder.
(6) "Environmental Claim" shall mean any claim, demand, action, suit or
proceeding for the injury, disease or death of any person (including, without
limitation, the Indemnifying Party's employees, agents and representatives),
property damage, damage to the environment, or damage to natural resources
made, asserted or prosecuted by or on behalf of any Third Party (whether
based on negligent acts or omissions, statutory liability, or strict liability
without fault or otherwise) arising or alleged to arise under any Environmental
Law. Environmental Claim includes any damages, settlement amounts, fines and
penalties assessed or costs of complying with any orders or decrees of courts,
administrative tribunals or other governmental entities (other than such
compliance costs related to Environmental Cleanup Liability) associated with
resolving such claims, demands, actions, suits or proceedings and any costs,
expenses and fees, including, without limitation, reasonable attorney's fees
incurred in the investigation, defense and resolution of such claims, demands,
actions, suits and proceedings.
(7) "Environmental Cleanup Liability" shall mean any cost or expense of
any nature whatsoever incurred (in order to comply with the provisions of any
Environmental Law or the provisions of any order or decree of any court or
administrative or regulatory tribunal or agency enforcing any Environmental
Law) to contain, remove, remedy, respond to, clean up, or abate any Release
of Chemical Substances or other contamination or pollution of the air, surface
water, groundwater, land surface or subsurface strata related to the operation,
use, maintenance and ownership of the Property, whether such Release,
contamination or pollution is located on, within, under or above real property
included in the Property ("on site") or is located off site, including, but not
limited to, any Release of Chemical Substances or other contamination or
pollution arising out of or resulting from the manufacture, generation,
formulation, processing, labeling, distribution, introduction into commerce, or
on site or off site use, treatment, handling, storage, disposal, or
transportation of any Chemical Substances. Environmental Cleanup Liability
includes, without limitation, any judgments, damages, settlements, costs or
expenses (including, without limitation, reasonable attorneys', consultants'
and experts' fees and expenses) incurred with respect to (i) any
investigation, study, assessment, legal representation, cost recovery by a
governmental agency or Third Party, or monitoring or testing in connection
therewith, (ii) the Property as a result of actions or measures necessary to
implement or effectuate any such containment, removal, remediation, response,
cleanup or abatement, and (iii) the resolution of such liabilities.
(8) "Environmental Law" means any statutes, rules, regulations,
controlling judicial decisions or legal requirements relating to or
regulating the pollution, protection or cleanup of the environment or damage
to or remediation of damage to real property and natural resources (including,
but not limited to, ambient air, surface water, groundwater, and land surface
or subsurface strata) including, without limitation, legal requirements
contained in the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, 42 U.S.C. Section 9601 et seq., as amended (CERCLA);
the Resources Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901,
et seq., as amended (RCRA); the Superfund Amendments and Reauthorization Act
of 1986, Pub. L. 99-499, as amended (SARA); the Clean Air Act, 42 U.S.C.
Section 7401, et seq., as amended; Federal Water Pollution Control Act, 33
U.S.C. Section 2601 et seq., as amended; National Environmental Policy Act,
42 U.S.C. Section 4321, et seq., as amended (NEPA); and the Safe Drinking
Water Act, 42 U.S.C., Section 300 j-l, et seq., as amended; and/or any other
federal, state or local laws, statutes, ordinances, rules, regulations or
orders (including decisions of any court or administrative body) relating to
the pollution, protection or cleanup of the environment as specified above.
Environmental Law shall also mean the Toxic Substance Control Act, 25 U.S.C.
Section 1502, et seq., as amended (TOSCA) and/or any other federal, state
(including, without limitation, laws with respect to trespass, nuisance and
other torts or similar legal theories which may be applied to establish
liability or responsibility for Environmental Cleanup or Environmental
Claims) or local laws, statutes, ordinances, rules, regulations or orders
(including decisions of any court or administrative body) relating to (i)
release, containment, removal, remediation, response, cleanup or abatement
of any sort of Chemical Substance, (ii) the manufacture, generation,
formulation, processing, labeling, distribution, introduction into commerce,
use, treatment, handling, storage, disposal or transportation of any Chemical
Substance, (iii) exposure of persons, including employees of Berry, to any
Chemical Substance and other occupational safety or health matters, or (iv)
the physical structure or condition of a building, facility, fixture or other
structure, including, without limitation, those relating to the management,
use, storage, disposal, cleanup or removal of asbestos, asbestos-containing
materials, polychlorinated biphenyls or any other Chemical Substance.
(9) "Release" shall mean any spilling, leaking, pumping, pouring,
emitting, emptying, discharging, escaping, leaching, dumping or disposing of
any Chemical Substance into the environment (including, but not limited to,
the ambient air, surface water, groundwater and land surface or subsurface
strata) of any kind whatsoever (including also the abandonment or discarding
of barrels, containers, tanks or other receptacles containing or previously
containing any Chemical Substance).
(10) "Third Party" shall mean any person (other than a Party or its
Affiliates) including, without limitation, any such natural person, business
entity (corporation, partnership, trust, sole proprietorship or other
business entity), any federal, state or local governmental entity, agency or
administrative body, employee of Berry or of Aera, former employee of Berry
or of Aera, or their respective legal representatives, heirs, beneficiaries
or estates.
(d) Indemnified Party's Participation. Any indemnified Party shall have
the right at all times, if it so elects and without relieving the indemnifying
Party of its obligations to defend hereunder, to participate in the
preparation for and conducting of any hearing or trial related to these
indemnification provisions, as well as the right to appear on its own behalf
at any such hearing or trial. Any such participation or appearance by an
indemnified Party shall be at its sole cost and expense.
An indemnified Party shall not execute a consent order nor accept any
settlement regarding an indemnified matter without the indemnifying Party's
prior written approval. The indemnified Party shall cooperate fully with the
indemnifying Party in the defense of any matter hereunder by the indemnifying
Party and shall take those actions reasonably, within its power to take which
are reasonably necessary to preserve any legal defenses to indemnified
matters hereunder until the indemnifying Party has assumed the defense of
the matter.
(e) Aera to Cooperate with Berry regarding Obtaining Certain Rights from
Mobil. The Parties acknowledge that under the transaction [documented by
that certain Contribution Agreement dated October 31, 1998, whereby Mobil
contributed the Property to Aera ("Contribution Agreement")] Aera was given
certain environmental indemnity rights whereby Mobil would indemnify Aera
with respect to certain environmental claims regarding the Property. Should
Berry discover and notify Aera in writing prior to September 30, 2000, of any
Environmental Liability or Liabilities (as defined by the Contribution
Agreement) related to the Property equal to or exceeding a liability amount of
One Million and No Hundredths Dollars ($1,000,000.00), then Aera will notify
Mobil of such Environmental Liability or Liabilities as provided by Section
18.03 of the Contribution Agreement. Aera agrees to cooperate with Berry in
attempting to obtain for Berry those same environmental indemnity rights given
to Aera by Mobil under Article 18 of the Contribution Agreement, including
requesting Mobil's consent to Aera's assignment to Berry of those
environmental indemnity rights as to any Environmental Liability or Liabilities
which Berry has discovered and provided notice of to Aera under this
subsection. However, Aera's sole obligation under this subsection of this
Agreement is to cooperate with Berry in Berry's attempts to obtain those rights
from Mobil, and if Berry fails to obtain such rights from Mobil, Aera will in
no way be liable to Berry in any form or fashion. Berry acknowledges that this
provision is in no way a representation or warranty by Aera or Mobil that the
rights exist or that Berry will receive such rights from Mobil. Berry
acknowledges that it is in Mobil's sole discretion to grant any such rights to
Berry. It is expressly agreed that the transaction contemplated by this
Agreement is in no way conditioned upon Berry receiving such environmental
indemnity rights from Mobil, and that this provision in no way affects Berry's
indemnity obligations to Aera under this Article 20 of this Agreement
21. EXISTING CONTRACTS.
(a) Assumption of Contracts. The sale contemplated hereunder
shall be made subject to any and all existing operating agreements, unit
agreements, gas balancing agreements, gas processing agreements, and that
certain Crude Oil Purchase and Sale Agreement between Texaco Trading and
Transportation, Inc. and Arco Oil and Gas Company dated March 27, 1992
(which agreement may be assigned by Mobil to Berry and which is listed on
page 18 of Exhibit "A" hereto), as well as any and all other agreements,
permits, franchises, leases, licenses, easements and rights-of-way including,
without limitation, overage/shortage agreements and exchange agreements to
which the Property is subject. To the extent such agreements may be
assigned and delegated, Berry shall assume and be responsible for all
obligations of Aera accruing under such agreements. If such agreements may
not be assigned or delegated, Aera may, at its sole discretion and upon the
consent of Berry, perform such agreements on behalf of Berry and Berry shall
promptly, upon notice, reimburse Aera for its respective costs, expenses and
obligations incurred in performing such agreements.
(b) Gas Imbalances. Berry shall accept all gas and oil imbalances that
exist on the Property as of the Effective Date and shall assume all
responsibility to settle with other interest owners for any over or short gas
or oil imbalances that exist on the Property. If the gas or oil imbalance on a
particular Property interest is a net liability, Berry shall indemnify Aera for
that net liability. With regard to the Post-Closing Settlement
[Article 17(e)], any gas and oil imbalances that exist on the Property as of
the Effective Date, which are a result of operations occurring prior to the
Effective Date, will be the financial responsibility of Aera and will be
reflected as an adjustment in the post-Closing settlement if not previously
settled. Any gas and oil imbalances that exist on the Property as of the
Effective Date, which are a result of operations occurring on or after the
Effective Date, will be the financial responsibility of Berry and will be
reflected as an adjustment in the post-Closing settlement if not previously
settled.
22. NOTICES. All notices and communications required or permitted
under this Agreement shall be in writing, delivered to or sent by U. S. Mail or
nationally recognized commercial courier service, postage or delivery charges
prepaid, or by telecopy, addressed as follows (or such other address as may
be specified by ten (10) days prior written notice to the other Party):
Aera
Aera Energy LLC
Attention: San Joaquin Valley Asset
5060 California Avenue (93309)
P. O. Box 11164
Bakersfield, CA 93389-1164
Telephone: (805) 326-5000
Telecopy: (805) 326-5708
Berry
Berry Petroleum Company
Attention: President
28700 Hovey Hills Road
Taft, CA 93268
Telephone: (805) 769-8811
Telecopy: (805) 769-8960
Notice shall be deemed to have been duly given when delivered to or sent to
the other Party in the manner prescribed herein and actually received by the
Party to whom the notice is given.
23. PARTIES IN INTEREST. Subject to subsection 27(d) below, this
Agreement shall inure to the benefit of and be binding upon Aera and Berry
and their respective successors and assigns. However, no assignment by any
Party shall relieve any Party of any duties or obligations under this
Agreement.
24. COMPLETE AGREEMENT. When executed by the authorized
representatives of Aera and Berry, this Agreement, together with the executed
copies of the exhibits hereto and documents referred to herein, shall
supersede all prior written or oral and all contemporaneous oral agreements
and understandings between the Parties, including without limitation, all and
any bid solicitation, bid offer and bid acceptance letters, and shall
constitute the complete agreement between the Parties regarding the purchase
and sale of the Property.
25. APPROVAL OF BOARD OF MANAGERS AND BOARD OF DIRECTORS.
Any obligation of Aera or Berry to close the sale contemplated
hereunder shall be, and is, conditioned on and subject to Aera's Board of
Managers having approved this Agreement and Berry's Board of Directors
having approved this Agreement, which approvals shall be determined on or
before January 31, 1999. In determining whether or not to approve, each
Board may act with full and unfettered discretion in the exercise of its
independent business judgment and shall not be prejudiced or limited in the
exercise of such discretion and judgment by the prior execution of this
Agreement. If either Board fails to approve this Agreement, whether by
action or inaction, on or before January 31, 1999, this Agreement shall
forthwith terminate and neither Party shall have any further rights or
obligations hereunder, except for Aera's rights and Berry's obligations
under the Confidentiality Agreement and the Indemnification Agreement.
26. APPLICABLE LAW. THIS AGREEMENT, OTHER DOCUMENTS
EXECUTED AND DELIVERED PURSUANT HERETO, AND THE LEGAL RELATIONS
BETWEEN THE PARTIES WITH RESPECT TO THIS AGREEMENT, SHALL BE
GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA WITHOUT REGARD TO RULES CONCERNING CONFLICTS OF LAWS;
PROVIDED, THAT THE VALIDITY OF THE VARIOUS CONVEYANCES TRANSFERRING
TITLE TO REAL PROPERTY AND REAL PROPERTY INTERESTS UNDER THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE JURISDICTION IN WHICH SUCH REAL PROPERTY OR REAL PROPERTY
INTERESTS ARE LOCATED.
27. MISCELLANEOUS PROVISIONS.
(a) Captions. Captions have been inserted for reference purposes only
and shall not define or limit the terms of this Agreement.
(b) Partial Invalidity. If any provision of this Agreement is held
invalid, such invalidity shall not affect the remaining provisions.
(c) Modification. This Agreement cannot be modified or amended except
by a written instrument duly executed by Aera and Berry.
(d) Assignment. Neither Aera nor Berry, without the prior written
consent of the other Party, shall assign any right or obligation under this
Agreement prior to Closing, or attempt to delegate any duty to be performed
under this Agreement, except that Aera may make such an assignment and/or
delegation to an Affiliate without the consent of Berry. Consent to assign
shall not be unreasonably withheld by either Party. Any attempted assignment
or delegation without such consent shall be void and of no effect.
(e) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original instrument, but all of
which together shall constitute but one and the same instrument.
(f) Expenses. Except as otherwise expressly provided herein, all
expenses incurred by each Party in connection with the transaction
contemplated herein, including, without limitation, attorney's fees, are for
the account of the Party incurring the same and the Party incurring such
expenses shall defend, indemnify and hold harmless the other Party from and
against such expenses.
(g) Signs. Aera shall have the right, but not the obligation, to remove
all of Aera's signs, placards, notices, or other posted documents or
information and any other like property which refers to Aera's ownership of
the Property or responsibility for the operations conducted thereon.
(h) Press Releases. For the period ending thirty (30) days after
Closing, no information in connection with this sale shall be released to
the public, including, without limitation, through press releases, without
the express written permission of Aera, unless required by applicable federal,
state or local laws.
(i) No Recording. This Agreement shall not be recorded or filed by any
Party or their successors or assigns, in or with any public or governmental
office, officer, agency or records repository without the prior written consent
of the other Party, unless required to be filed by the federal securities
laws.
(j) Survival. All representations, indemnifications, covenants,
obligations and promises of the Parties set forth in this Agreement shall
survive Closing. All documents conveying, transferring or assigning the
Property shall incorporate by reference the terms and conditions of this
Agreement.
(k) Exhibits and Schedules. The Exhibits and Schedules listed below are
attached to this Agreement:
Exhibit "A" Property and Property Interests Subject To This
Agreement
Exhibit "B" Assignment and Conveyance
Exhibit "C" Personal Property Agreement and Bill of Sale
Exhibit "D" Aera Non-foreign Affidavit
Exhibit "E" Confidentiality Agreement
Exhibit "G" Indemnification Agreement
Schedule"1(e)" Specifically Listed Rights-of-Way, etc.
Schedule"1(g)" Specifically Listed Salt Water Disposal and Water
Wells
Schedule "1(h)" Specifically Listed Facilities
Schedule "1(i)" Specifically Listed Equipment
Schedule "1(j)" Specifically Listed Personal Property, etc.
Schedule "9(b)" Notice of Releases
Schedule "9(c)" List of Oil Spill Reports and Consultant's Reports
Schedule "13(d)" Aera's Litigation
Schedule "14(d)" Berry's Litigation
Schedule "19(a)" Notice to DOG of Well Transfers
Schedule "19(b)" Suspense Items
(l) Time of Essence. Time is of the essence in the performance of this
Agreement.
(m) H-S-R. If either Aera or Berry determine that the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 is applicable to this transaction, then the
Parties which are required to file shall file with the Federal Trade Commission
and the Department of Justice the required notifications, reports, and
supplemental information to comply in all respects with the requirements of
said Act.
(n) No Partnership. Nothing contained in this Agreement shall be
deemed to create a joint venture, partnership, tax partnership or agency rela-
tionship between the Parties.
(o) File Transfers. Within thirty (30) days after Closing, Aera will
transfer to Berry, subject to Aera's continuing right of access as hereinafter
set forth, the following files and records in Aera's possession: (1) all of
the original files, records, and non-interpretative data relating to the
Property including, but not limited to: lease, land, and title records
(including abstracts of title, title opinions, and title curative documents);
contracts; correspondence; production and well records; electric logs; cores
and core data; pressure data; graphical production and decline curves; health,
safety, environmental, and regulatory compliance records; permitting files;
and the rights to copy, disclose, and distribute all of the above materials;
and (2) certain interpretative data that is specific to the Property,
including, but not limited to, developmental studies, developmental
geological mapping, reservoir engineering studies, surveillance
engineering studies, and facility engineering studies; excepting, however,
Aera's (i) general corporate and tax records, (ii) records that pertain to
individual employees, (iii) records subject to attorney-client privilege (other
than title opinions), (iv) legal department files and records, and documents
subject to the attorney-client privilege, (v) information owned by a third
party and held by Aera under a license that prohibits assignment, and (vi)
information that is confidential or proprietary to a third party and held by
Aera under an agreement prohibiting disclosure; and excluding regional
geophysical and geological data, mapping, interpretations, and similar
information; provided, however, that Aera will provide to Berry copies of
documents in lieu of originals to the extent Aera elects to retain the
originals of documents it reasonably anticipates requiring for tax audit
purposes (and provided, further, that Aera shall cooperate with Berry to
request from Western copies of the aforesaid items in (i) through (v) to the
extent same relate, directly or indirectly, to the ownership or operation of
the Property; and provided, however, that Aera shall not be required to
provide to Berry any data not provided to Aera by Western, such as proprietary
algorithms or technology that Western used to prepare the interpretative data,
nor results or conclusions drawn from or contained within any studies
described above employing proprietary algorithms or technology; and provided,
further, that to the extent Aera has any rights of ownership that are
transferable and upon delivery of the assigned interpretative data, Berry
shall own an undivided interest in such data and the intellectual property
rights therein and shall be free to deal with such data and rights without
accounting to Aera; and provided, further, that Aera provides to
Berry the interpretative data (to which Aera has any rights) provided by
Western to Aera as is, with all faults, and with no warranty of any kind
whatsoever. Under no circumstances shall Aera be liable to Berry with regard
to the accuracy or interpretation of any information transferred under this
subsection (o).
Aera retains the right of complete access to the above files and records,
which right of access may be exercised by Aera at reasonable times, upon
giving Berry reasonable notice and which shall include, at Aera's sole cost and
expense, the right to copy or duplicate any and all contents therein. Should
Aera be required by a governmental rule or order to produce the original of
any document described in this subsection, Berry will, to the best of its
ability, make such document available to enable Aera to comply with said
rule or order upon receiving proper assurance that such document will be
promptly returned to Berry.
EXECUTED by the Parties hereto as indicated below by the signatures of
their respective representatives; however, for identification purposes, this
Agreement shall be deemed dated as of the date the last Party hereto signs
this Agreement.
AERA ENERGY LLC
By: /s/ J. C. Boyd
Attorney-in-Fact
Date: January 26, 1999
BERRY PETROLEUM COMPANY
By: s/s Jerry V. Hoffman
Title: President and CEO
Date: January 26, 1999
EXHIBIT "A"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND BERRY PETROLEUM COMPANY
DESCRIPTION OF PROPERTY AND PROPERTY INTERESTS
SUBJECT TO THIS AGREEMENT
LOS ANGELES COUNTY, CALIFORNIA
The primary term of each oil and gas lease set out in this Exhibit has a
primary term of less than thirty-five (35) years.
CA116600:
Oil and Gas Lease, and all modifications, ratifications, and amendments
thereto, dated December 1, 1943, executed by the U. S. Bureau of Land
Management, recorded in Book 36081, Page 77, Official Records, as conveyed to
Aera Energy LLC by Conveyance, Assignment and Bill of Sale dated July 1, 1998,
and recorded January 25, 1999, as Document # 99-109978, Official Records, Los
Angeles County.
CA116602:
Oil and Gas Lease, and all modifications, ratifications, and amendments
thereto, dated March 1, 1949, executed by the U. S. Bureau of Land
Management, recorded in Book 36081, Page 63, Official Records, as conveyed to
Aera Energy LLC by Conveyance, Assignment and Bill of Sale dated July 1, 1998,
and recorded January 25, 1999, as Document # 99-109978, Official Records,
Los Angeles County.
CA078865C:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated March 7, 1995, executed by ETCR Inc., recorded as Document # 95-1332211,
Official Records, as conveyed to Aera Energy LLC by Conveyance, Assignment and
Bill of Sale dated July 1, 1998, and recorded January 25, 1999, as Document
# 99-109978, Official Records, Los Angeles County.
CA078869:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated February 2, 1995, executed by Anne M. Phillips, recorded as Document
# 95-1332216, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA078870A:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated July 7, 1995, executed by Roger Moore, recorded as Document # 95-1160340,
Official Records, as conveyed to Aera Energy LLC by Conveyance, Assignment and
Bill of Sale dated July 1, 1998, and recorded January 25, 1999, as Document
# 99-109978, Official Records, Los Angeles County.
CA078870B:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated July 1, 1995, executed by Shirley Phillips, recorded as Document
# 95-1160339, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA077774:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 18, 1990, executed by Placerita Partners, recorded as Document
# 91-1301277, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA077775A:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 18, 1990 executed by Placerita Partners, recorded as Document
# 91-1301275, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA 077775B:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated May 22, 1990, executed by Phillip Jaffe, recorded as Document # 91-266001,
Official Records, as conveyed to Aera Energy LLC by Conveyance, Assignment and
Bill of Sale dated July 1, 1998, and recorded January 25, 1999, as Document
# 99-109978, Official Records, Los Angeles County.
CA0777776A:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 12, 1990, executed by Sebastiano Sterpa, recorded as Document
# 90-1718303, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA077776B:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated July 16, 1990, executed by Bernice E. Sterpa, recorded as Document
# 90-1955094, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA077777A:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 12, 1990, executed by Sebastiano Sterpa, recorded as Document
# 90-1718304, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA077777B:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated July 16, 1990, executed by Bernice E. Sterpa, recorded as Document
# 90-1718305, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA077778A:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 12, 1990, executed by Sebastiano Sterpa, recorded as Document
# 90-1955095, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA077778B:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated July, 16, 1990, executed by Bernice E. Sterpa recorded as Document
# 90-1749197, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA077779A:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 18, 1990, executed by Placerita Partners et al, recorded as Document
# 91-1301278, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA077781:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 21, 1990, executed by June E. George, recorded as Document
# 90-1506802, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA077782:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated May 19, 1990, executed by LeRoy A. and Edythe L. Phelan, recorded as
Document # 90-1482476, Official Records, as conveyed to Aera Energy LLC by
Conveyance, Assignment and Bill of Sale dated July 1, 1998, and recorded
January 25, 1999, as Document # 99-109978, Official Records, Los Angeles
County.
CA077783:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 21, 1990, executed by Joan M. Scharlin, and William H. Selditz,
recorded as Document # 90-1576804, Official Records, as conveyed to Aera
Energy LLC by Conveyance, Assignment and Bill of Sale dated July 1, 1998, and
recorded January 25, 1999, as Document # 99-109978, Official Records, Los
Angeles County.
CA077784:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 21, 1990, executed by Joan M. Scharlin and William H. Selditz,
recorded as Document # 90-1576803, Official Records, as conveyed to Aera
Energy LLC by Conveyance, Assignment and Bill of Sale dated July 1, 1998,
and recorded January 25, 1999, as Document # 99-109978, Official Records,
Los Angeles County.
CA077787:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 26, 1990, executed by Dorris C. Johnson, recorded as Document
# 90-1718306, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA077788:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 22, 1990, executed by Julia C. Woods, recorded as Document
# 90-1718307, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA077789:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated July 2, 1990, executed by Norma Minna, recorded as Document # 90-1718308,
Official Records, as conveyed to Aera Energy LLC by Conveyance, Assignment
and Bill of Sale dated July 1, 1998, and recorded January 25, 1999, as
Document # 99-109978, Official Records, Los Angeles County.
CA077791:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated May 15, 1990, executed by Catherine M. Robbins, recorded as Document
# 90-1955096, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA077792:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 13, 1990, executed by Jack Willick, recorded as Document
# 90-1718310, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA077793:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated July 16, 1990, executed by JMT Oil Company, recorded as Document
# 91-1364339, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA078137:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated July 25, 1990, executed by Georgia Russell and Thelma M. Russell,
recorded as Document # 90-1718311, Official Records, as conveyed to Aera
Energy LLC by Conveyance, Assignment and Bill of Sale dated July 1, 1998,
and recorded January 25, 1999, as Document # 99-109978, Official Records,
Los Angeles County.
CA078140:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated August 30, 1990, executed by Hazel Berry, recorded as Document
# 90-1718312, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA078191A:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated October 10, 1990, executed by Marjorie L. Belshe, recorded as Document
#91-171292, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA078196:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated November 5, 1990, executed by Ronald S. Press, recorded as Document
#91-171294, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25,
1999, as Document #99-109978, Official Records, Los Angeles County.
CA078224A:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated November 13, 1990, executed by Andrew G. Kadar MD, recorded as Document
#91-171295, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25,
1999, as Document #99-109978, Official Records, Los Angeles County.
CA078226:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated November 9, 1990, executed by Ben S. McGlashan Trusts, recorded as
Document #91-171296, Official Records, as conveyed to Aera Energy LLC by
Conveyance, Assignment and Bill of Sale dated July 1, 1998, and recorded
January 25, 1999, as Document #99-109978, Official Records, Los Angeles County.
CA078256:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated October 15, 1990, executed by John Vernon McEvoy, recorded as Document
#91-171297, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document #99-109978, Official Records, Los Angeles County.
CA078588:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated November 21, 1990, executed by Anita D. Gerlach, Trustee, recorded as
Document #91-1252426 Official Records, as conveyed to Aera Energy LLC by
Conveyance, Assignment and Bill of Sale dated July 1, 1998, and recorded
January 25, 1999, as Document #99-109978, Official Records, Los Angeles
County.
CA078602:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated July 20, 1991, executed by George M. Despain, recorded as Document
#91-171293 Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25,
1999, as Document # 99-109978, Official Records, Los Angeles County.
CA78737:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated November 12, 1992, executed by Avedis Kasparian et al, recorded as
Document # 93-971879 Official Records, as conveyed to Aera Energy LLC by
Conveyance, Assignment and Bill of Sale dated July 1, 1998, and recorded
January 25, 1999, as Document #99-109978, Official Records, Los Angeles
County.
CA078871A:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated November 2, 1992, executed by Harrison E. Bemis, recorded as Document
#95-1774950 Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25,
1999, as Document # 99-109978, Official Records, Los Angeles County.
CA078871B:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated November 2, 1995, executed by Jeanette S. Dronsky, recorded as Document
#95-1774951 Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25,
1999, as Document #99-109978, Official Records, Los Angeles County.
CA078871C:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated November 2, 1995, executed by Frederic J. Bemis, recorded as Document
#95-1782028 Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25,
1999, as Document #99-109978, Official Records, Los Angeles County.
CA078871D:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated November 2, 1995, executed by Patricia Warner, recorded as Document
#95-1774952 Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25,
1999, as Document #99-109978, Official Records, Los Angeles County.
CA078871E:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated November 2, 1995, executed by Elizabeth Chandler, recorded as Document
#95-1774953 Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25,
1999, as Document #99-109978, Official Records, Los Angeles County.
CA116601:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated March 18, 1946, executed by Roy and Wanda Kraft, recorded in Book 22994,
Page 195, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25,
1999, as Document #99-109978, Official Records, Los Angeles County.
CA143196:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated September 1, 1970, executed by Mobil Oil Corporation, recorded in Book M
3755, Page 844, as conveyed to Aera Energy LLC by Conveyance, Assignment and
Bill of Sale dated July 1, 1998, and recorded January 25, 1999, as Document
#99-109978, Official Records, Los Angeles County.
CA006110:
All that portion of Section 31, being the E/2 of Lot 9, E/2 of Lot 12, and
Lot 8, excepting therefrom those portions of Lots 8, 9, and 12 deeded to the
State of California for freeway purposes from the surface down to 500 feet,
as described in Grant Deed dated October 18, 1968, recorded in Book 4328,
Page 885, Official Record, T. 4 N., R. 15 W., S.B.B.&M., as conveyed to Aera
Energy LLC by Conveyance, Assignment, and Bill of Sale dated July 1, 1998,
and recorded January 25, 1999, as Document #99-109978, Official Records, Los
Angeles County.
CA006111:
All that portion of Sections 30, commencing at the SE corner of Section 30,
thence West a distance of 924 feet to the true point of beginning; thence
North 330 feet, thence West 132 feet, thence North 330 feet, thence West 660
feet, thence South 330 feet, thence East 132 feet thence South 330 feet,
thence East 660 feet to the point of beginning; T. 4 N., R. 15 W., S.B.B.&M.
as conveyed to Aera Energy LLC by Conveyance, Assignment, and Bill of Sale
dated July 1, 1998, and recorded January 25, 1999, as Document #99-109978,
Official Records, Los Angeles County.
CA077795B AND AR94533:
Section 31, being Lots 1, 2, 35 and 36 of Tract 10699, in the County of Los
Angeles, State of California, as per Map recorded in Book 165, Pages 36 and
37 of Maps in the Office of the Los Angeles County Recorder; and the
southerly 180 feet of Government Lot 6 which lies easterly of the easterly
line of the 100 foot right of way of the Los Angeles City Aqueduct, described
in the deed to the City of Los Angeles, recorded in Book 3703, Page 239 of
Deeds, limited to depths from 500 feet to 1500 feet; and Section 31, being
Lots 3, 40 and 41 of Tract 10699, as per Map recorded in Book 165, Pages 36
and 37 of Maps in the Office of the Los Angeles County Recorder, limited to
depths from the surface to 1500 feet; and Section 31, being Lots 14 and 17 of
Tract 9943, as per Map recorded in Book 154, Pages 35 and 36 of Maps in the
Office of the Los Angeles County Recorder, and Government Lots 4, 5, 6, and 7;
and Section 31, being Lots 3, 40 and 41 of Tract 10699, as per Map recorded in
Book 165, Pages 36 and 37 of Maps in the Office of the Los Angeles County
Recorder, limited to depths below 1500 feet; and Section 31, being Lots 1, 2,
35 and 36 of Tract 10699, in the County of Los Angeles, State of California, as
per Map recorded in Book 165, Pages 36 and 37 of Maps in the Office of the Los
Angeles County Recorder; and the southerly 180 feet of Government Lot 6 which
lies easterly of the easterly line of the 100 foot right of way of the Los
Angeles City Aqueduct, described in the deed to the City of Los Angeles,
recorded in Book 3703, Page 239 of Deeds, limited to depths below 1500 feet;
and Section 31, being that portion of Government Lot 6 which lies westerly of
the westerly line and northerly prolongation of Tract 10699, in the County of
Los Angeles, State of California, as per Map recorded in Book 165, Pages 36
and 37 of Maps in the Office of the Los Angeles County Recorder, excepting
therefrom the southerly 180 feet thereof, limited to depths from 500 feet
subsurface to all depths below; T. 4 N., R. 15 W., S.B.B.&M. as conveyed to
Aera Energy LLC by Conveyance, Assignment, and Bill of Sale dated
July 1, 1998, and recorded January 25, 1999, as Document #99-109978,
Official Records, Los Angeles County.
CA00271:
PARCEL 1:
That portion of the Montezuma Placer mining claim comprising the W/2NW/4, the
W/2 of Lot 1, and the W/2 of Lot 4 of Section 32, T. 4 N., R. 15 W., S.B.B.&M.
according to the official plat thereof; Los Angeles County, California EXCEPT
that portion lying South and East of a line described as follows: Beginning
at a point in the Westerly line of Lot 1, said point being a distance of
1275.27 feet from the southwest corner of Lot 4; thence North 57 degree 11' 36"
East, a distance of 548.10 feet to the beginning of a tangent curve concave to
the Northwest and having a radius of 3000 feet; thence Northeasterly along said
curve 618.60 feet; thence North 45 degree 22' 44" East and tangent to said
curve, a distance of 500.75 feet to a point on the Easterly line of the West
Half of Lot 1, said point being a distance of 2317.96 feet from the Southeast
corner of the West Half of Lot 4; AS EXCEPTED AND RESERVED in deed dated June
6, 1963, to Reynold B. O'Meara, et ux.
PARCEL 2:
That portion of the Montezuma Placer mining claim comprising the W/2NW/4, the
W/2 of Lot 1, and the W/2 of Lot 4 of Section 32, T. 4 N., R. 15 W., S.B.B.&M.
according to the official plat thereof lying South and East of a line described
as follows: Beginning at a point in the Westerly line of Lot 1, said point
being a distance of 1275.27 feet from the southwest corner of Lot 4; thence
North 57 degree 11' 36" East, a distance of 548.10 feet to the beginning of a
tangent curve concave to the Northwest and having a radius of 3000 feet;
thence Northeasterly along said curve 618.60 feet; thence North 45 degree 22'
44" East and tangent to said curve, a distance of 500.75 feet to a point on
the Easterly line of the West Half of Lot 1, said point being a distance of
2317.96 feet from the Southeast corner of the West Half of Lot 4; Los
Angeles County, California AS EXCEPTED AND RESERVED in deed dated June 3,
1963, to Walt Disney Productions, a corporation; as conveyed to Aera Energy
LLC by Grant Deed dated May 27, 1997, and recorded July 17, 1998, as Document
# 98-1223997, Official Records of Los Angeles County.
CA77790 and AR105204:
All that portion of Section 31, being Lots 53 and 54 of Tract 10699 per map
recorded in Book 165, Page 36 and 37 of Maps, Los Angeles County Recorder, T. 4
N., R. 15 W., S.B.B.&M. as conveyed to Aera Energy LLC by Conveyance,
Assignment, and Bill of Sale dated July 1, 1998, and recorded January 25,
1999, as Document # 99-109978, Official Records, Los Angeles County.
CA078370 AND AR99398:
All that portion of Section 31, being Lot 5 of Tract 9943 per map recorded in
Book 167, Page 32 and 33 of Maps, Los Angeles County Recorder T. 4 N., R. 15
W., S.B.B.&M. as conveyed to Aera Energy LLC by Conveyance, Assignment, and
Bill of Sale dated July 1, 1998, and recorded January 25, 1999, as Document
# 99-109978, Official Records, Los Angeles County.
CA00265:
PARCEL 1:
That portion of Lots 4 and 5 lying west of the west line of the aqueduct, of
Section 31, T. 4 N., R. 15 W., S.B.B.&M., as granted to the City of Los
Angeles, as conveyed to Aera Energy LLC by Grant Deed dated May 27, 1997,
and recorded July 17, 1998, as Document # 98-1223997, Official Record of Los
Angeles County.
Except the surface of the south 410.00 feet of the west 368.00 feet of said
section, and;
PARCEL 2:
An easement for ingress and egress at all times over, in, and across the south
410.00 feet of the west 368.00 feet of Section 31, T. 4 N., R. 15 West,
S.B.B.&M., as conveyed to Aera Energy LLC by Grant Deed dated May 27, 1997,
and recorded July 17, 1998, as Document # 98-1223997, Official Records of
Los Angeles County.
CA00266:
The SE/4NW/4, of Section 31, T. 4 N., R. 15 W., S.B.B.&M., as conveyed to Aera
Energy LLC by Grant Deed dated May 27, 1997, and recorded July 17, 1998, as
Document # 98-1223997, Official Records of Los Angeles County.
FE02174:
All that portion of the East Half of Lot 6, Section 30, T. 4 N., R. 15 W.,
S.B.B.&M., as conveyed to CalResources LLC by Assignment and Conveyance
dated February 20, 1995, and recorded April 20, 1995, as Document
# 95-656668, Official Records of Los Angeles County.
CA077799 AND AR94517:
All that portion of Section 31; being Lot 14 and the NE/4NW/4, T. 4 N.,
R. 15 W., S.B.B.&M. as conveyed to Aera Energy LLC by Conveyance, Assignment,
and Bill of Sale dated July 1, 1998, and recorded January 25, 1999, as Document
# 99-109978, Official Records, Los Angeles County.
CA077795A AND AR94533
All that portion of Section 31; being Lots 14 and 17 of Tract 9943 per map
recorded in Book 167, Page 32 and 33 of Maps, Los Angeles County Recorder,
and Lots 3, 39, 40, 41, 42, and 43, of Tract 10699, per map recorded in Book
165, Page 36 and 37 of Maps, Los Angeles County Recorder , and the right of
ingress and egress over, upon, and across the easterly 24 feet of Lots 2 and
35, of said Tract 10699, as reserved in deed recorded in Book 3713, Page 970,
Official Records, Los Angeles County; T. 4 N., R. 15 W., S.B.B.&M. as conveyed
to Aera Energy LLC by Conveyance, Assignment, and Bill of Sale dated July 1,
1998, and recorded January 25, 1999, as Document # 99-109978, Official
Records, Los Angeles County.
ALL OF THE FOLLOWING EASEMENTS, RIGHTS-OF-WAY, SURFACE
LEASES, SERVITUDES AND FRANCHISES LIE WITHIN
LOS ANGELES COUNTY, CALIFORNIA:
<TABLE>
<CAPTION>
CONTRACT CONTRACT CONTRACT GRANTOR GRANTEE CONTRACT DESCRIPTION
NUMBER TYPE DATE NAME NAME
<S> <S> <C> <S> <S> <C>
AR094499 COMMINGLE 01/29/90 BUREAU LAND MGMT TENNECO OIL CO TOWNSHIP 4 NORTH,
AGT RANGE 15 WEST, SBBM
SECTION 31
AR094563 CONSENT 07/16/90 ATLANTIC RICHFIELD GM MEDAK ET AL TOWNSHIP 4 NORTH,
CO RANGE 15 WEST, SBBM
SECTION 31
AR092495 CREDIT 12/20/85 ATLANTIC RICHFIELD SO CA EDISON CO TOWNSHIP 4 NORTH,
CO RANGE 15 WEST, SBBM
SECTION 31
AR094482 LINEWELL 12/12/89 BUREAU LAND MGMT ATLANTIC TOWNSHIP 4 NORTH,
AGT RICHFIELD CO RANGE 15 WEST, SBBM
SECTION 31
AR094483 LINEWELL 12/12/89 BUREAU LAND MGMT ATLANTIC TOWNSHIP 4 NORTH,
AGT RICHFIELD CO RANGE 15 WEST, SBBM
SECTION 31
AR094484 LINEWELL 08/11/87 BUREAU LAND MGMT ATLANTIC TOWNSHIP 4 NORTH,
AGT RICHFIELD CO RANGE 15 WEST, SBBM
SECTION 30 & 31
AR094489 LINEWELL 08/11/87 BUREAU LAND MGMT TENNECO OIL CO TOWNSHIP 4 NORTH,
AGT RANGE 15 WEST, SBBM
SECTION 31
Page 1 OF 7
CONTRACT CONTRACT CONTRACT GRANTOR GRANTEE CONTRACT DESCRIPTION
NUMBER TYPE DATE NAME NAME
AR092557 OPERATE 09/23/87 ATLANTIC NEWHALL COGENERATION FACILITY
RICHFIELD CO REFINING CO INC
AR089531 PIPELINE 03/22/89 MOBIL EXPL & ATLANTIC TOWNSHIP 4 NORTH,
PRODUCING US INC RICHFIELD CO RANGE 15 WEST, SBBM
SECTION 31
AR099394 POOL 08/09/91 ATLANTIC ATLANTIC TOWNSHIP 4 NORTH,
RICHFIELD CO RICHFIELD CO RANGE 15 WEST, SBBM
VARIOUS TRACTS IN
SECTION 31
AR101413 POOL 05/20/92 CA STATE ATLANTIC TOWNSHIP 4 NORTH,
RICHFIELD CO RANGE 15 WEST, SBBM
SECTION 31: VARIOUS
LOTS IN TRACTS
9943 & 10699
AR105064 POOL 11/03/95 ATLANTIC ATLANTIC POOLED UNIT DESCRIPTION:
RICHFIELD CO RICHFIELD CO TOWNSHIP 4 NORTH, RANGE 15
WEST, SBBM
SECTION 30: S/2 SE/4 NW/4,
NE/4 SW/4, N/2 SE/4 SW/4
LIMITED TO PRODUCTION IN
THE NORTH PLACERITA # 007
WELL.
CONTAINING 81.000 ACRES,
MORE OR LESS
AR092394 POWER 06/17/68 ATLANTIC WESTERN CATV TOWNSHIP 4 NORTH, RANGE 15
RICHFIELD CO INC WEST, SBBM
SECTION 30
AR092454 POWER 12/20/85 ATLANTIC SO CA EDISON CO TOWNSHIP 4 NORTH, RANGE 15
RICHFIELD CO WEST, SBBM
SECTION 31: SW/4
AR102297 SALE 01/20/93 ATLANTIC CALTO OIL TOWNSHIP 4 NORTH, RANGE 15
RICHFIELD CO COMPANY WEST, SBBM
SECTION 30: LOT 3, NE/4
NW/4, SE/4
AR105078 SURFACE 11/16/95 ATLANTIC SANTA CLARITA TOWNSHIP 4 NORTH, RANGE 15
RICHFIELD CO CITY WEST, SBBM
SECTION 30: SE/4 SW/4
ADDITIONAL EQUIPMENT
WILL BE USED BY THE
CITY OF SANTA CLARITA
TO PROVIDE
EMERGENCY RADIO ACCESS
FOR THE COMMUNITY
Page 2 OF 7
CONTRACT CONTRACT CONTRACT GRANTOR GRANTEE CONTRACT DESCRIPTION
NUMBER TYPE DATE NAME NAME
MC07796 SURFACE LSE. 12/09/85 MOBIL EXPLOR. AND AES PLACERITA TOWNSHIP 4 NORTH, RANGE 15
AES PROD. U.S. INC. WEST, SBBM
SECTION 31: PORTION SW/4.
MC07846 CONSENT TO 12/14/87 MOBIL EXPLOR. AND PLACERITA ET AL TOWNSHIP 4 NORTH, RANGE 15
ASGN PROD. U.S. INC. WEST, SBBM
SECTION 31: LOTS 4 AND 5.
SECTION 31: LOT 2.
SECTION 31: LOT 5.
RW08575 SURFACE 05/29/90 MOBIL OIL CORP. SOUTHERN CALIF. TOWNSHIP 4 NORTH, RANGE 15
LEASE GAS CO. WEST, SBBM
SECTION 31: S/2 SW/4 SW/4.
RW10603 EASEMENT 8" 04/19/89 MOBIL OIL CORP. SOUTHERN CALIF. TOWNSHIP 4 NORTH, RANGE 15
P/L GAS CO. WEST, SBBM
SECTION 31: SW/4 SE/4 NW/4.
RW10623 SURFACE 05/29/90 MOBIL OIL CORP. SOUTHERN CALIF. TOWNSHIP 4 NORTH, RANGE 15
LEASE GAS CO. WEST, SBBM
SECTION 31:S/2 S/2
SW/4 SW/4.
RW10626 SURF.LSE 05/30/90 MOBIL OIL CORP. SOUTHERN CALIF. TOWNSHIP 4 NORTH, RANGE 15
8" P/L GAS CO. WEST, SBBM
SECTION 31: SE/4 SW/4
SW/4 SW/4.
AR101424 CONFID 02/18/92 HENRY WALROND ATLANTIC TOWNSHIP 4 NORTH, RANGE 15
RICHFIELD CO. WEST, SBBM
SECTION 30
AR102348 CUP 01/03/91 SANTA CLARITA ATLANTIC PLACERITA FIELD LEASES -
CITY RICHFIELD CO. CONDITIONAL USE PERMIT
AR092757 EASEMENT 04/24/70 CITY OF LOS ATLANTIC TOWNSHIP 4 NORTH, RANGE 15
ANGELES RICHFIELD CO. WEST, SBBM
SECTION 31: LOTS 4 & 10
AR094533 EXCHANGE 04/25/90 PETRO RESOURCES ATLANTIC TOWNSHIP 4 NORTH, RANGE 15
CA77795A INC. RICHFIELD CO. WEST, SBBM
CA77795B SECTION 31, ET AL.
AR092932 LICENSE 04/24/70 CITY OF LOS ARCO WESTERN TOWNSHIP 4 NORTH, RANGE 15
ANGELES ENERGY WEST, SBBM
SECTION 31:EASTERN PORTION
OF LOT 4 AND WESTERN
PORTION OF LOT 10
AR092484 OPERATE 02/23/87 SO CA GAS CO ATLANTIC RICHFIELD
CO.
Page 3 of 7
CONTRACT CONTRACT CONTRACT GRANTOR GRANTEE CONTRACT DESCRIPTION
NUMBER TYPE DATE NAME NAME
AR092744 PIPELINE 01/18/88 CITY OF LOS ATLANTIC TOWNSHIP 4 NORTH, RANGE 15
ANGELES RICHFIELD CO. WEST, SBBM
SECTION 31
AR093878 PIPELINE 07/05/88 DANIEL A PRYOR TENNECO OIL CO TOWNSHIP 4 NORTH, RANGE 15
WEST, SBBM
CA012731 KENNETH D PYROR SECTION 31
AR093892 PIPELINE 06/23/88 WG NEWLON & EF TENNECO OIL CO TOWNSHIP 4 NORTH, RANGE 15
NEWLON & WEST, SBBM
CA012747 WG NEWLON & EF NEWLON & SECTION 31
WG NEWLON & EF NEWLON &
AR093895 PIPELINE 05/27/88 ELIZABETH CHANDLER TENNECO OIL CO TOWNSHIP 4 NORTH, RANGE 15
WEST, SBBM
CA012750 PATRICIA WARNER SECTION 30
FREDERIC J BEMIS
JEANETTE S DRONSKY
HARRISON E BEMIS
AR102390 ROAD 05/01/94 LA DEPT WATER & ATLANTIC ROAD EASEMENT FOR THE
POWER RICHFIELD CO.
CA066242 GOLDEN OAK PROSPECT
VICINITY OF THE ANTELOPE
VALLEY FREEWAY AND
PLACERITA CANYON ROAD
TOWNSHIP 4 NORTH, RANGE 15
WEST, SBBM
SECTION 31: SE/4
SECTION 32: SW/4
TOWNSHIP 3 NORTH, RANGE 15
WEST, SBBM
SECTION 6: NE/4
AR092552 STEAM 09/01/87 GWF PWR SYSTEMS ATLANTIC RICHFIELD CO
CO. INC.
AR102310 STEAM 07/01/98 LA DEPT WATER & ARCO OIL & GAS TOWNSHIP 4 NORTH, RANGE 15
POWER CO. WEST, SBBM
CA066241 PART OF SECTION 31
AR105173 STEAM 03/10/93 AES PLACERITA ATLANTIC TOWNSHIP 4 NORTH, RANGE 15
RICHFIELD CO. WEST, SBBM
SECTION 31: PORTION
PLACERITA FIELD
AR092742 SURFACE 04/21/86 DANIEL A PRYOR ATLANTIC TOWNSHIP 4 NORTH, RANGE 16
RICHFIELD CO. WEST, SBBM
CA012718 KENNETH D PRYOR SECTION 36
Page 4 of 7
CONTRACT CONTRACT CONTRACT GRANTOR GRANTEE CONTRACT DESCRIPTION
NUMBER TYPE DATE NAME NAME
AR092743 SURFACE 04/01/86 CHARLES W FERGUSON ATLANTIC TOWNSHIP 4 NORTH, RANGE 15
TRUSTEE RICHFIELD CO. WEST, SBBM
CA012715 PLACERITA PARTNERS SECTION 31: W/2 OF LOT 9
AR092747 SURFACE 11/20/86 LLOYD & MARY B ATLANTIC TOWNSHIP 4 NORTH, RANGE 16
SEDLACEK TRES RICHFIELD CO. WEST, SBBM
CA012725 SECTION 25: LOTS 3&4
AR092929 SURFACE 07/01/73 WG NEWLON & EF CROWN CENTRAL TOWNSHIP 4 NORTH, RANGE 15
NEWLON & WG NEWLON & WEST, SBBM
EF NEWLON & SECTION 31
R THOMAS DUNDAS JR
ROBERT K DUNDAS
WG NEWLON & EF NEWLON &
AR092937 SURFACE 04/01/86 CHARLES W FERGUSON ATLANTIC TOWNSHIP 4 NORTH, RANGE 15
TRUSTEE RICHFIELD CO. WEST, SBBM
CA012714 PLACERITA PARTNERS SECTION 31: NORTH 250'
OF THE EAST 550' OF
THE WEST 1,080' OF LOT 10.
SURFACE USE AGREEMENT FOR
THE
PLACERITA CO-GEN FACILITY
AR094509 SURFACE 03/01/90 DANIEL A PRYOR ATLANTIC TOWNSHIP 4 NORTH, RANGE 16
RICHFIELD CO. WEST, SBBM
CA066184 SECTION 36
AR105303 SURFACE 07/01/94 R THOMAS DUNDAS JR ATLANTIC TOWNSHIP 4 NORTH, RANGE 15
RICHFIELD CO. WEST, SBBM
CA078862 & ROBERT K DUNDAS & SECTION 31: NW/4 SE/4,
WEST OF SIERRA HIGHWAY
AR105304 SURFACE 07/01/94 W GIFFORD NEWLON ATLANTIC TOWNSHIP 4 NORTH, RANGE 15
FAMILY TRUST RICHFIELD CO. WEST, SBBM
CA078863A SARAH NICODEMO TRUSTEE SECTION 31: 5 ACRES IN
THE SW/4 NE/4,
CA078863B SW/4 NE/4 SW/4, S/2 NW/4
NE/4 SW/4,
S/2 SE/4 NE/4 SW/4, N/2
SE/4 NE/4 SW/4
KNOWN AS TRACT 2
AR092745 WATER 03/19/87 CITY OF LOS ATLANTIC TOWNSHIP 4 NORTH, RANGE 15
ANGELES RICHFIELD CO. WEST, SBBM
SECTION 31
AR092746 WATER 02/18/87 CHARLES W FERGUSON ATLANTIC TOWNSHIP 4 NORTH, RANGE 15
TRUSTEE RICHFIELD CO. WEST, SBBM
CA012726 PLACERITA PARTNERS SECTION 31, TRACT 9943
Page 5 OF 7
CONTRACT CONTRACT CONTRACT GRANTOR GRANTEE CONTRACT DESCRIPTION
NUMBER TYPE DATE NAME NAME
AR092758 WATER 10/12/88 CITY OF LOS ATLANTIC TOWNSHIP 4 NORTH, RANGE 15
ANGELES RICHFIELD CO. WEST, SBBM
CA012881 SECTION 30
DRINKWATER JUNCTION -
OLIVE SWITCHING STATION
TRANSMISSION LINE RIGHT
OF WAY #28. VICINITY OF
PLACERITA CANYON ROAD
AND SIERRA HIGHWAY,
SANTA CLARITA.
FIVE 3-INCH WATER DISPOSAL
LINES ONE 2-INCH AIR
LINE TWO 8-INCH WATER
DISPOSAL LINES
AR092759 WATER 04/17/80 HENRY G & EDNA C ATLANTIC TOWNSHIP 4 NORTH, RANGE 15
COMBS RICHFIELD CO. WEST, SBBM
SECTION 31: LOT 3
AR092931 WATER 04/01/80 HENRY G & EDNA C ATLANTIC TOWNSHIP 4 NORTH, RANGE 15
COMBS RICHFIELD CO. WEST, SBBM
CA012703 SECTION 31: LOT 3,
PARCEL 20 SURFACE
AGREEMENT FOR WATER
33630 CRUDE 04/01/92 TEXACO TRADING & ATLANTIC CRUDE OIL SALES
TRANSPORTATION INC RICHFIELD CO.
41470 CRUDE 08/21/94 MOBIL OIL CORP ATLANTIC CRUDE OIL PURCHASE
RICHFIELD CO.
MC07758 DECLAR. OF 08/09/91 MOBIL EXPLOR. AND ARCO OIL & GAS TOWNSHIP 4 NORTH, RANGE 15
PROD. U.S. INC. CO. WEST, SBBM
SECTION 31: LOTS 29, 30.
RW01153 LICENSE 04/01/49 DEPT. OF WATER AND GENERAL TOWNSHIP 4 NORTH, RANGE 15
POWER PETROLEUM WEST, SBBM
SECTION 31: LOT 5.
RW01160 OIL PIPELINE 07/11/49 DEPT. OF WATER AND GENERAL TOWNSHIP 4 NORTH, RANGE 15
POWER PETROLEUM WEST, SBBM
SECTION 31: LOT 2.
RW04171 PIPELINE R/W 06/16/49 H. W. THOMPSON GENERAL TOWNSHIP 4 NORTH, RANGE 15
PETROLEUM WEST, SBBM
SECTION 31: LOT 2.
Page 6 of 7
CONTRACT CONTRACT CONTRACT GRANTOR GRANTEE CONTRACT DESCRIPTION
NUMBER TYPE DATE NAME NAME
RW04188 POLE LINE R/W 09/28/49 H. W. THOMPSON GENERAL TOWNSHIP 4 NORTH, RANGE 15
ET UX PETROLEUM WEST, SBBM
SECTION 31: LOT 2
RW04344 PIPELINE R/W 03/17/65 HENRY G. COMBS SOCONY MOBIL TOWNSHIP 4 NORTH, RANGE 15
ET UX OIL WEST, SBBM
PIPELINE R/W 07/26/51 R.C.PHILBERT & GENERAL SECTION 31: LOT 3.
MINNIE PHILBERT PETROLEUM
RW04347 RIGHT-OF-WAY 08/14/51 W & C OIL CO ET AL GENERAL TOWNSHIP 4 NORTH, RANGE 15
PETROLEUM WEST, SBBM
SECTION 31: LOTS 11 AND 12.
RW04360 LICENSE 09/07/51 DEPT. OF WATER GENERAL TOWNSHIP 4 NORTH, RANGE 15
AND POWER PETROLEUM WEST, SBBM
SECTION 31: S/2.
RW04441 RIGHT-OF-WAY 11/13/52 J. A. MULCAHY GENERAL TOWNSHIP 4 NORTH, RANGE 15
PETROLEUM WEST, SBBM
SECTION 31: LOT 5.
RW04829 LICENSE 02/13/61 DEPT. OF WATER MOBIL TOWNSHIP 4 NORTH, RANGE 15
AND POWER WEST, SBBM
SECTION 31: SW/4
RW06037 LICENSE 04/27/65 SOUTHERN CALIF. MOBIL TOWNSHIP 4 NORTH, RANGE 15
GAS CO. WEST, SBBM
SECTION 30: LOT 6.
RW06043 CONSENT 01/21/65 SUNSET INTERNAT- MOBIL TOWNSHIP 4 NORTH, RANGE 15
IONAL PET. CORP. WEST, SBBM
SECTION 30: SE/4SW/4;
SECTION 31: NE/4NW/4.
RW06044 LICENSE 07/27/65 DEPT. OF WATER MOBIL TOWNSHIP 4 NORTH, RANGE 15
AND POWER WEST, SBBM
SECTION 31: LOT 5.
RW06047 RIGHT-OF-WAY 09/01/65 DANIEL A. PRYOR MOBIL TOWNSHIP 4 NORTH, RANGE 15
ET AL WEST, SBBM
SECTION 31: LOT 2.
RW10602 LICENSE 03/22/89 MOBIL OIL CORP. ARCO OIL AND TOWNSHIP 4 NORTH, RANGE 15
GAS WEST, SBBM
SECTION 31: S/2 SW/4
SE/4 NW/4.
Page 7 of 7
</TABLE>
EXHIBIT "B"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND BERRY PETROLEUM COMPANY
ASSIGNMENT AND CONVEYANCE
THIS ASSIGNMENT AND CONVEYANCE (hereinafter called "Assignment")
is made between Aera Energy LLC, a California limited liability company, having
a post office address of P. O. Box 11164, Bakersfield, California 93389-1164,
hereinafter called "Aera," and Berry Petroleum Company, a Delaware corporation,
having an address of 28700 Hovey Hills Road, Taft, California 93268,
hereinafter called "Berry".
In consideration of the mutual promises made between Aera and Berry and
other good and valuable consideration, and pursuant to the terms of a
Purchase and Sale Agreement with an Effective Date of December 31, 1998, Aera
hereby BARGAINS, SELLS, CONVEYS, ASSIGNS, TRANSFERS AND DELIVERS unto Berry all
of Aera's right, title and interest in and to (i) the property and property
interests described in Exhibit "A" hereto, and (ii) all property and property
interests listed in subsections (a) through (i) immediately below, excluding
the property listed in subsection (j), to the extent such property or property
interests are a part of, grant rights in, or are associated with the property
and property interests described in Exhibit "A" (collectively herein referred to
as the "Property"):
(a) Leases. Leasehold interests in oil, gas or other minerals, including
working interests, carried working interests, rights of assignment and
reassignment, and other interests under or in oil, gas or mineral leases, and
interests in rights to explore for and produce oil, gas and other minerals.
(b) Fee Interests. Fee interests to the surface and in oil, gas or other
minerals, including rights under mineral deeds, conveyances or assignments.
(c) Rights In Production. Royalties, overriding royalties, production
payments, rights to take royalties in kind, or other interests in production of
oil, gas or other minerals.
(d) Rights; Working Interests. Rights and interests in or derived from unit
agreements, orders or decisions of state and federal regulatory authorities
establishing units, joint operating agreements, enhanced recovery and injection
agreements, farmout agreements and farmin agreements, options, drilling
agreements, exploration agreements, assignments of operating rights, working
interests, subleases and rights above or below certain footage depths,
horizons or interests described in subsections (a)-(c) above except those
contracts or agreements described in subsection (j) below. (e) Easements.
To the extent transferable, rights-of-way, surface or ground leases,
easements, servitudes and franchises located on or granting rights to the
Property acquired or used in connection with operations for the exploration,
production, processing and transportation of oil, gas or other minerals with
respect to the Property.
(f) Permits. To the extent transferable, permits and licenses of any
nature owned, held or operated in connection with operations for the
exploration, production, processing and transportation of oil, gas or other
minerals, including, but not limited to, all air emission reduction credits
attributable to the Property.
(g) Wells. Producing, non-producing, shut-in and abandoned oil and gas
wells, salt water disposal wells, injection wells and water wells located on
the Property and used in connection with the properties or interests
described in subsections (a)-(f) above.
(h) Facilities. All facilities, buildings, improvements, gas plants,
gathering lines, flow lines, injection lines, and pipelines and appurtenances
located on the real property and on lands included in, or which are subservient
to, the property and property interests described on Exhibit "A."
(i) Equipment. All surface and down-hole equipment, fixtures, inventory
and personal property located on the Property and used in connection with the
properties or interests described in subsections (a)-(h) above.
(j) Exclusions. The Property shall not include any rights-of-way, surface
or ground leases, easements, franchises, permits, licenses, or other contracts
or agreements which by their own terms are not transferable, Proprietary Data,
which shall include, without limitation, (i) all privileged or confidential
data, and (ii) any interpretive geological and geophysical information which
may reveal the methods used by Aera in interpreting geological and
geophysical information, economic analysis, and any information or other
similar proprietary data which might reveal Aera's economic guidelines
or other methods or systems by which Aera conducts its economic analysis, any
offsite tubular goods in the previous Property owner's store stock, store stock
left on consignment and belonging to third parties, that certain GLT Gas
Transmission Service Contract between Southern California Gas Company ("So
Cal") and Tenneco Oil Company dated July 15, 1988 (the "So Cal Contract"),
and without limiting the generality of the foregoing, those items of personal
property, inventory or other property specifically listed on Schedule
"1(j)" of the Purchase and Sale Agreement.
This Assignment shall be subject to the following terms, conditions or
exceptions:
1. This Assignment shall at all times be subject to the terms, conditions,
exceptions, and reservations contained in a certain unrecorded Purchase and
Sale Agreement between Aera and Berry with an Effective Date of December 31,
1998, at 5:00 p.m., and titled "PURCHASE AND SALE AGREEMENT," the terms of
which may alter or condition the interests conveyed by this Assignment. The
unrecorded Purchase and Sale Agreement shall at all times govern the rights
of the parties in the property transferred by this Assignment, and all
interested parties are hereby given notice of its existence.
2. This Assignment shall be subject to the exceptions and reservations
set forth on the Exhibit "A" attached hereto.
3. This Assignment shall be effective as of 5:00 p.m. local time where
the Property is located, on December 31, 1998.
4. The terms, conditions or exceptions contained herein shall constitute
covenant running with the land, and shall be binding upon, and for the benefit
of, the respective successors and assigns of Aera and Berry.
This Assignment is made without warranty of any kind, express, statutory or
implied, and Aera is transferring the Property WITHOUT ANY EXPRESS, STATUTORY
OR IMPLIED WARRANTY WHATSOEVER AS TO TITLE, DESCRIPTION, PHYSICAL
CONDITION OF THE PROPERTY (INCLUDING, WITHOUT LIMITATION, THE
ENVIRONMENTAL CONDITION OF THE PROPERTY), QUALITY, VALUE, FITNESS
FOR PURPOSE, MERCHANTABILITY, OR OTHERWISE, but this Assignment is made
with full substitution and subrogation of Berry in and to all covenants and
warranties by all preceding owners or vendors of the Property other than Aera
or any affiliate of Aera heretofore given or made in respect to the Property or
any part thereof.
Aera agrees to execute and deliver to Berry all such other additional
instruments, notices, division orders, transfer orders and other documents and
to do all such other and further acts and things as may be necessary to more
fully and effectively grant, convey and assign to Berry the rights,
obligations, titles and interests and estates in the Property.
EXECUTED on the ____ day of _________, 1999, but effective
December 31, 1998.
AERA ENERGY LLC
By:______________________________
Attorney-in-Fact
This Assignment and related terms, conditions or exceptions accepted this
_____ day of _______________, 1999.
BERRY PETROLEUM COMPANY
By:_____________________________
Name:_____________________________
Title:_____________________________
STATE OF CALIFORNIA :
: ss
COUNTY OF KERN :
On _______________, before me, ______________________, personally appeared
_______________________________________, personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person(s) whose name(s)
is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
__________________________________
Notary Public
STATE OF CALIFORNIA :
: ss
COUNTY OF KERN :
On _______________, before me, ______________________, personally appeared
_______________________________________, personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person(s) whose name(s)
is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
__________________________________
Notary Public
EXHIBIT "A"
to
EXHIBIT "B"
(ASSIGNMENT AND CONVEYANCE)
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND BERRY PETROLEUM COMPANY
LOS ANGELES COUNTY, CALIFORNIA
Please refer to Exhibit "A" included previously as first Exhibit to Purchase
and Sale Agreement.
EXHIBIT "C"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND BERRY PETROLEUM COMPANY
PERSONAL PROPERTY AGREEMENT AND BILL OF SALE
THIS PERSONAL PROPERTY AGREEMENT AND BILL OF SALE ("Agreement")
is made, effective December 31, 1998, at 5:00 p.m., local time where the
properties are located, between Aera Energy LLC, a California limited
liability company, having a post office address of P. O. Box 11164,
Bakersfield, California 93389-1164, hereinafter called "Aera", and Berry
Petroleum Company, a California corporation, having an address of 28700
Hovey Hills Road, Taft, California 93268, hereinafter called "Berry."
IN CONSIDERATION of the mutual promises made between Aera and Berry, and
the payment by Berry to Aera of good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Aera hereby sells, grants,
assigns, transfers, and conveys to Berry, its successors and assigns, and
subject to the terms and conditions contained herein, all of Aera's right,
title and interest in and to the tangible personal property located on the
properties described in Exhibit "A," which Exhibit is attached hereto and
made a part hereof, the same as if fully set out herein, excluding any
rights-of-way, surface or ground leases, easements, franchises, permits,
licenses, or other contracts or agreements which by their own terms are not
transferable, Proprietary Data, as defined in the Purchase and Sale Agreement
described below, any offsite tubular goods in the previous Property owner's
store stock, store stock left on consignment and belonging to third parties,
that certain GLT Gas Transmission Service Contract between Southern
California Gas Company ("So Cal") and Tenneco Oil Company dated July 15,
1988 (the "So Cal Contract"), and without limiting the generality of the
foregoing, those items of personal property inventory or other property or
property interests specifically listed on Schedule "1(j)" of the Purchase and
Sale Agreement.
THIS AGREEMENT is made subject to the following terms and conditions:
1. This AGREEMENT shall at all times be subject to the terms, conditions,
exceptions, and reservations contained in a certain unrecorded Purchase and
Sale Agreement between Aera and Berry with an Effective Date of December 31,
1998, and titled "PURCHASE AND SALE AGREEMENT," the terms of which may alter
or condition the interests conveyed by this Agreement. The unrecorded
Purchase and Sale Agreement shall at all times govern the rights of the
parties in the property transferred by this Agreement, and all interested
parties are hereby given notice of its existence.
2. This Agreement shall be subject to the exceptions and reservations set
forth on the Exhibit "A" attached hereto.
3. Berry shall be responsible for the economic benefit, burden and payment of
all taxes attributable to the property transferred by this instrument prorated
from and after 5:00 p.m. local time where the properties are located, December
31, 1998. Aera shall be responsible for the economic benefit, burden and
payment of all taxes attributable to the property prorated prior to 5:00 p.m.
local time where the properties are located, December 31, 1998, including, but
not limited to, the Los Angeles County Tax Assessor's Appeal as shown on
Schedule "13(d)" of the Purchase and Sale Agreement. Property taxes payable
on an annual basis shall be prorated between Aera and Berry as of 5:00 p.m.
local time where the properties are located, December 31, 1998. This
provision does not apply to income or franchise taxes.
4. Berry acknowledges it has had the opportunity to examine, as fully as
desired, the items transferred. Berry further acknowledges it is accepting
such property "as is," "where is," and that Aera is transferring such
property WITHOUT WARRANTY WHATSOEVER, EXPRESS, STATUTORY, OR IMPLIED AS TO
TITLE, DESCRIPTION, PHYSICAL CONDITION OF THE PROPERTY (INCLUDING, WITHOUT
LIMITATION, THE ENVIRONMENTAL CONDITION OF THE PROPERTY), QUALITY, VALUE,
FITNESS FOR PURPOSE, MERCHANTABILITY, OR OTHERWISE.
5. This Agreement shall be effective as of 5:00 p.m., December 31, 1998.
DATED the ________ day of ____________________, 1999.
AERA ENERGY LLC
By:_________________________________
Attorney-in-Fact
This PERSONAL PROPERTY AGREEMENT AND BILL OF SALE and
related terms, conditions, or exceptions accepted this _____ day of
_______________.
BERRY PETROLEUM COMPANY
By: ________________________________
Name:______________________________
Title: _______________________________
STATE OF ______________
COUNTY OF _____________
On _______________, before me, ______________________, personally
appeared _______________________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
__________________________________
Notary Public
STATE OF ______________
COUNTY OF _____________
On _______________, before me, ______________________, personally
appeared _______________________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
__________________________________
Notary Public
EXHIBIT "A"
to
EXHIBIT "C"
(PERSONAL PROPERTY AGREEMENT AND BILL OF SALE)
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND BERRY PETROLEUM COMPANY
LOS ANGELES COUNTY, CALIFORNIA
Please refer to Exhibit "A" included previously as first Exhibit to Purchase
and Sale Agreement.
EXHIBIT "D"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND BERRY PETROLEUM COMPANY
NON-FOREIGN AFFIDAVIT
Exemption from Withholding of Tax
For
Dispositions of U.S. Real Property Interests
Section 1445 of the Internal Revenue Code provides that a transferee of a U.S.
real property interest must withhold tax if the transferor is a foreign
person. To inform Berry Petroleum Company that withholding of tax is not
required upon the disposition of a U.S. real property interest by Aera Energy
LLC ("Aera"), the undersigned hereby certifies the following:
1) Aera is not a nonresident alien, foreign corporation, foreign partnership,
foreign trust, or foreign estate for purposes of U. S. income taxation;
2) Aera's taxpayer identifying number is 77-0389120; and
3) Aera's home or office address is 5060 California Avenue, Bakersfield,
California 93309.
Aera understands that this certification may be disclosed to the Internal
Revenue Service by Berry Petroleum Company and that any false statement
contained herein could be punished by fine, imprisonment, or both.
Under penalties of perjury, I declare that I have examined this certification
and, to the best of my knowledge and belief, it is true, correct, and complete,
and I further declare I have authority to sign this document.
AERA ENERGY LLC
a California limited liability company
By:
___________________________________
Attorney-in-Fact
STATE OF CALIFORNIA :
: ss
COUNTY OF KERN :
SUBSCRIBED AND SWORN (OR AFFIRMED) TO before me this ____ day
of _____________, 19___, by _______________________________.
My commission expires:
___________________________
Notary Public
EXHIBIT "E"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND BERRY PETROLEUM COMPANY
CONFIDENTIALITY AGREEMENT
SEE ATTACHED CONFIDENTIALITY AGREEMENT ENTERED INTO AS OF
NOVEMBER 13, 1998, BETWEEN AERA ENERGY LLC AND BERRY PETROLEUM
COMPANY.
CONFIDENTIALITY AGREEMENT
This confidentiality agreement (the 'Agreement') is entered into as of the
13th day of November, 1998, by Aera Energy LLC ("Aera'), and Berry Petroleum
Company ('Recipient'), (collectively 'the Parties.," or individually 'a
Party'). in consideration of the opportunity to review certain information
regarding Aera's interests in the Placerita and Yowlumne Fields and to
discuss mutually beneficial options regarding the possible acquisition by
Recipient of Aera's right, title and interests in the Placerita and Yowlumne
Fields, ('the Property'), the Parties agree as follows:
1 . Definitions. "Confidential Information" includes any and all oral and
written communication, information, documents, data and material in tangible,
intangible or electronic form (including technical, operating, business,
environmental, and financial information, together with any notes, memoranda,
analyses, evaluations, charts, graphs, or summaries derived therefrom) that
Aera has provided Recipient or hereafter may provide, directly or indirectly,
to Recipient in connection with the Property. The following is not
Confidential Information:
a. Information known to or developed by Recipient or its Affiliates. (as
defined below), without obligation of confidentiality or restrictions on its
use, prior to its disclosure;
b. Information disclosed to Recipient, without obligation of
confidentiality or restrictions on its use, by a third party who has the
right to make such disclosure; and
c. Information in the public domain or that hereafter enters the public
domain through no act or omission of Recipient or its Affiliates or
Representatives (as defined below).
"Affiliates" means a Party's 'Parent Company' and "Affiliated Companies."
"Parent Company" means an entity having a 'Controlling Interest' in a Party.
Page 1
"Affiliated Companies" means any and all entities in which a Party or its
Parent Company has a direct or indirect "Controlling Interest." "Controlling
Interest" means a legal or beneficial ownership of fifty percent (50%) or
more of the voting rights in an entity.
2. Nondisclosure. Recipient or its Affiliates, and their respective
directors, officers, employees, agents, consultants, legal counsel and
financial advisors (collectively 'Representatives'), who obtain any
Confidential Information from Aera or its Affiliates or their Representatives
shall not disclose to any person or entity:
a. any portion of the Confidential Information except as authorized in
this Agreement;
b. that the Parties are jointly (i) reviewing information, data or
material related to the Property, or (ii) considering a possible sale and
acquisition covering a portion of the Property; or
c. any correlation between Confidential Information and public information
except to Affiliates or Representatives as permitted under Paragraph 3 below.
3. Permitted Disclosure. Recipient may disclose Confidential Information only
to Affiliates or Representatives who: (i) have a clearly defined need to know
for the sole purposes of evaluating a possible acquisition of all or a
portion of the Property by the Recipient (such purpose being referred to as
'the Purpose'); (ii) have been informed in writing of the confidential nature
of the disclosure; and (iii) prior to such disclosure, have agreed in writing
to be bound by this Agreement.
4. Restriction on Use. Recipient and their Affiliates and Representatives
shall not:
a. Use or allow the use of all or any portion of the Confidential
Information for their benefit or for the benefit of any third party, except
solely in connection with the Purpose, or
b. Reproduce or remove from their offices any portion of the Confidential
Information unless specifically authorized by Aera.
Page 2
5. Return of Confidential Information. If the Parties do not proceed jointly
with the Purpose, Recipient shall promptly return to Aera all Confidential
Information and any copies thereof and shall certify to Aera in writing that
such return has been completed. Returning the Confidential Information shall
not terminate the obligations and liabilities of Recipient and its Affiliates
or Representatives under this Agreement. Such obligations and liabilities
shall remain in full force and effect for two (2) years after the date of
this Agreement.
6. No Representations. Recipient acknowledges that Aera makes no
representation whatsoever as to the accuracy, and/or completeness of all or
any part of any information, data or material, including Confidential
Information, provided to Recipient from any source in connection with the
Purpose, and that Aera disclaims any liability.
7. Other Agreements. The sole purpose of this Agreement is to facilitate the
Purpose while governing the disclosure and use of the Confidential
Information. Neither the execution of this Agreement nor the disclosure or
use of Confidential information hereunder shall obligate either Party to
enter into any other agreement related to the Property nor preclude any Party
from entering into an agreement with any other person as to the Property.
Unless otherwise agreed in writing, the terms of this Agreement shall be
independent of and shall survive any other agreements that may be executed by
or between the Parties for any purpose.
8. Enforcement/Remedies. Recipient shall enforce this Agreement with
regard to its Affiliates and Representatives, and shall take all actions
required to prevent any unauthorized disclosure or use of the Confidential
Information. Recipient acknowledges the significant competitive value of the
Confidential Information and the substantial damage Aera or its Affiliates
would incur as a result of any unauthorized disclosure or use. Because
monetary damages may not provide a sufficient remedy for breach of this
Agreement, Aera and its Affiliates, at their election, shall also be entitled
to equitable remedies for such breach. If Aera or its Affiliates initiate
legal action to enforce this Agreement, and prevail in such
Page 3
action, then in addition to any other remedies available or damages, awarded,
Aera and its Affiliates shall be entitled to reimbursement from the Recipient
and its Affiliates of all costs and expenses (including reasonable attorney's
fees and expenses) incurred in connection with such action. In any such legal
action, a Party shall be liable only for actual damages and neither Party
shall seek, and no court or arbitrator shall award punitive, consequential or
incidental damages in any form or amount.
9. Third-Party Beneficiaries. Because the Confidential Information may
contain materials related to the business or assets of the Affiliates of
Aera, such Affiliates shall be third-party beneficiaries of this Agreement,
with all the rights and remedies of Aera, which an Affiliate may exercise or
enforce alone or in conjunction with Aera, or which Aera may exercise or
enforce on behalf of its Affiliates. Aera may enter, or may have entered,
into confidentiality agreements substantially similar to this Agreement with
other persons or entities who may desire to participate in an acquisition of
all or a portion of the Property. Accordingly, the Recipient agrees that
this Agreement is made for the benefit of Aera and may be enforced by any
other person or entity to which a Party has assigned its rights hereunder in
connection with such person's or entity's participation in a possible
acquisition of all or a portion of the Property.
10. Compelled Disclosures. If Recipient or its Affiliates or their
Representatives are requested (by oral questions, written interrogatories,
requests for production, subpoena, investigative demand, or similar process)
to disclose any Confidential Information, Recipient shall provide Aera prompt
written notice of such request so the Aera may seek a protective order and/or
waive compliance with the obligations of this Agreement. In the absence of a
protective order or Waiver hereunder, if Recipient or its Affiliates or their
Representatives are, in the opinion of their legal counsel, compelled by law
(under penalty of contempt or other censure) to disclose Confidential
Information, Recipient or its Affiliates or their Representatives may then,
and only then, disclose only that portion of the Confidential Information
necessary to comply with the requirements of the law;
Page 4
provided, the Recipient and its Representatives shall take all practicable
measures to assure, to the extent possible, that confidential treatment is
given to any Confidential Information disclosed.
11. No Waiver. No failure or delay by either Party or its Affiliates in
exercising any right, power, or privilege hereunder shall operate as a waiver
thereof nor preclude exercise of any other or further right, power, or
privilege hereunder.
12. Notices. Any notice to a Party hereunder shall be sent to the
following addresses:
Aera Energy LLC
ATTN: Strategic Development Group
P.O. Box 11164
Bakersfield, CA 93389-1164
Berry Petroleum Company
ATTN: Mike Starzer
P. O. Bin X
Taft, CA 93268
13. Binding Nature/Controlling Law/Void Provisions/Counterparts. This
Agreement shall be binding on the Parties and their Representatives and
respective successors and assigns, and shall be construed and governed in
accordance with the laws of the State of California. Any provision of this
Agreement deemed void, invalid, or unenforceable by a court of competent
jurisdiction shall be stricken from this Agreement without effect on the
remaining provisions of this Agreement. This Agreement may be executed in
counterparts, each of which shall be considered an original for all purposes
and shall constitute one agreement.
Aera Energy LLC Berry Petroleum Company
By: /s/ J. C. Boyd By: /s/ Michael R. Starzer
Title: Attorney-in-Fact Vice President of Corporate Development
Date: November 13, 1998 November 17, 1998
Page 5
EXHIBIT "G"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND BERRY PETROLEUM COMPANY
AGREEMENT FOR INDEMNIFICATION AND RESPONSIBILITY
FOR DAMAGES TO THE SUBJECT PROPERTIES
IN CONNECTION WITH SITE VISITS AND INVESTIGATION
SEE ATTACHED AGREEMENT FOR INDEMNIFICATION DATED NOVEMBER 17,
1998, EXECUTED BY BERRY PETROLEUM COMPANY.
EXHIBIT "G"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND BERRY PETROLEUM COMPANY
AGREEMENT FOR INDEMNIFICATION AND RESPONSIBILITY
FOR DAMAGES TO THE SUBJECT PROPERTIES
IN CONNECTION WITH SITE VISITS AND INVESTIGATION
In consideration for Aera Energy LLC's ("Aera's") approval of a site visit
and physical investigation of the Placerita and Yowlumne Fields which are the
subject of that certain Purchase and Sale Agreement dated January 1, 1999,
and attachments thereto ("Subject Properties"), Recipient agrees as follows:
1. INDEMNIFICATION. To the fullest extent permitted by law, Recipient
shall indemnify, defend and hold harmless Aera, its Affiliates, as
applicable, and their respective officers, directors, employees, agents and
representatives (collectively "Aera's Representatives"), from any and all
losses, liabilities, costs and expenses (including, without limitation,
attorney's fees and expenses), liens or encumbrances for labor or materials,
claims and causes of action (herein collectively referred to as "Claims").
Including, without limitation, Claims for (i) any injury to or death of any
persons (including, without limitation, officers, directors, employees,
agents, consultants, legal and financial advisors and other representatives
of Recipient (collectively "Recipient's Representatives')]: (ii) damage to
property (including, without limitation, damage to the property of third
persons and the property of Recipient and Recipient's Representatives); or
(iii) damage to natural resources or environmental damages to, or associated
with, such properties caused by, occurring from or in association with,
arising out of, or resulting from the activities of Recipient and Recipients
Representatives in connection with said site visit and physical investigation
of the Subject Properties, even if such indemnified event is caused by the
negligence of Aera or Aera's Representatives, but not to the extent that any
such indemnified event or occurrence is caused by or the result of the gross
negligence or willful misconduct of Aera or its Affiliates. Aera and its
Affiliates, as applicable, shall have the right at all times to participate
in the preparation for and conducting of any hearing or trial related to this
indemnification provision, as well as the right to appear on its own behalf
or to retain separate counsel to represent itself at any such hearing or
trial.
2. RESPONSIBILITY FOR DAMAGES TO THE SUBJECT PROPERTIES. In addition to
the foregoing indemnification obligations, Recipient assumes full
responsibility for all damage to the Subject Properties and/or to operations
conducted by Aera, its
Page 1
Affiliates, or other operators associated with the Subject Properties which
is caused by, results from or arises out Of the activities of Recipient or
Recipient's Representatives in connection with said site visit and physical
investigation of the Subject Properties (including, without limitation,
environmental remediation and response costs and damages to natural resources
located on, in, under or above any real property which is part of or
associated with the Subject Properties) even if such damage is caused by,
results from, or arises out of the negligence of Aera, or its Affiliates, but
not to the extent such damage is caused by, results from, or arises out of
the gross negligence or willful misconduct of Aera or its Affiliates, as
applicable. Recipient shall immediately, upon Aera's and/or its Affiliates'
(as applicable) request, reimburse Aera and/or its Affiliates for all such
damages.
3. THIRD-PARTY BENEFICIARY. To the extent that any Affiliate of Aera owns
or holds an interest in any property included in the Subject Properties, such
an Affiliate is intended to be a third-party beneficiary to this Agreement
with all of the rights of Aera hereunder which such Affiliate may enforce
either alone or in conjunction with Aera or which Aera may enforce on behalf
of such Affiliate. For purposes of this Indemnification Agreement, an
"Affiliate" shall include and mean a party's "Parent Company" and "Affiliates
Companies"; and "Parent Company" and "Affiliated Companies" shall be defined
as follows: (i) a party's "Parent Company" shall mean an entity having a
'Controlling Interest' in such party, (ii) a party's "Affiliated Companies'
shall mean any and all entities in which the party or its Parent Company has
a direct or indirect "Controlling Interest"; and (iii) "Controlling
Interests" shall mean a legal or beneficial ownership of fifty percent (50)%)
or more of the voting stock or other voting rights in an entity.
AGREED TO AND ACCEPTED ON THIS 17 DAY OF November 1998.
RECIPIENT: BERRY PETROLEUM COMPANY
By: Michael R. Starzer
(Signature) s/s Michael R. Starzer
(Typed Name)Michael R. Starzer
Title: Vice President of Corporate Development
Page 2
SCHEDULE "1(e)"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND BERRY PETROLEUM COMPANY
EASEMENTS, RIGHTS-OF-WAY, SURFACE LEASES, SERVITUDES AND
FRANCHISES:
None.
SCHEDULE "1(g)"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND BERRY PETROLEUM COMPANY
SALT WATER DISPOSAL AND WATER WELLS
None.
SCHEDULE "1(h)"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND BERRY PETROLEUM COMPANY
FACILITIES
None.
SCHEDULE "1(i)"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND BERRY PETROLEUM COMPANY
EQUIPMENT
None.
SCHEDULE "1(j)"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND BERRY PETROLEUM COMPANY
EXCLUDED PERSONAL PROPERTY, INVENTORY,
AND OTHER PROPERTY
None.
SCHEDULE "9(b)"
To
PURCHASE AND SALE AGREEMENT
Between
AERA ENERGY LLC AND BERRY PETROLEUM COMPANY
NOTICE OF RELEASE OF HAZARDOUS SUBSTANCES
Section 25359.7(a) of the California Health & Safety Code provides that:
(a) Any owner of nonresidential real property who knows, or has reasonable
cause to believe, that any release of hazardous substance has come to be
located on or beneath that real property shall, prior to the sale, lease, or
rental of the real property by that owner, give written notice of that
condition to the buyer, lessee, or renter of the real property.
In compliance with the above provision, Aera Energy LLC ("Aera") is providing
the following notice:
Routine Releases:
In the course of Aera's routine oil field operations and activities, including,
without limitation, operations for the exploration, production, development,
treatment, storage and transportation of oil and gas, hazardous substances
are handled, used, processed and temporarily stored on the property. In
connection with these operations and activities, surface spills and other
releases of these substances, in less than reportable quantities, have
occurred in the past and will occur in the normal course of future operations
and activities. For example, some solvents and common oil and produced water
treatment chemicals are hazardous substances and are routinely present and
occasionally released in normal oil field operations on the property.
Additionally, in the course of Aera's routine drilling, completion, maintenance
and treatment of oil, gas, injection and water disposal wells, hazardous
substances have been used or injected beneath the surface of the property and
will be used or injected in the normal course of future operations of this
nature. For example, some common well treatment chemicals are hazardous
substances and are routinely used to stimulate, increase or prolong oil and
gas production from the property. Under certain circumstances, the amount of
such substances used or injected beneath the surface of the property has
exceeded and will exceed reportable quantities and, depending on the
circumstances involved, some or all of such substances remain beneath the
surface of the property.
Reportable Releases
In addition to the routine releases described above, Aera knows or has
reasonable cause to believe, that the following releases of hazardous
substances in reportable quantities have come to be located on or beneath
the property:
No CERCLA Reportable Releases on the properties.
Non-Routine Releases
In addition to the routine and reportable releases described above, Aera knows
or has reasonable cause to believe, that the following releases of a material
amount of hazardous substances, in less than reportable quantities, have come to
be located on or beneath the property:
1. Caustic soda or soda ash solutions released in the immediate vicinity of
existing and previously installed and removed or idle SO2 scrubbers and
caustic storage tanks associated with the operation of steam generators.
2. Lubricating oil spills associated with compressor site and pump station
locations.
3. Hydrocarbon releases resulting in soils saturated with crude oil and non-
volatile hydrocarbons from various storage tanks, LACT stations, heater
treaters and other major facility sites.
For the purposes of this notice, the terms "hazardous substance" and "release"
shall be defined as provided in California Health and Safety Code Sections
25316, 25317, 25320 and 25321, and the term "reportable quantities" shall be
defined as provided in applicable federal and state laws and regulations for
any hazardous substances involved.
SCHEDULE "9(c)"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND BERRY PETROLEUM COMPANY
ROUTINE OIL AND PETROLEUM SPILLS AND RELEASES OF CHEMICAL
SUBSTANCES
(Excluding Hazardous Substances)
In the course of Aera Energy LLC's ("Aera's") routine oil field operations and
activities, including, without limitation, operations for the exploration,
production, development, treatment, storage and transportation of oil and
gas, spills of oil and petroleum and other chemical substances which are not
considered hazardous substances for purposes of the notice contained in
Schedule "9(b)," in less than quantities required to be reported have
occurred in the past and can be expected to occur in the normal course of
future operations and activities.
Reportable Oil and Petroleum Spills
In addition to the routine oil and petroleum spills described above, the
following is a listing of reports of oil spills made by Aera with respect to
the property which have been made available to Purchaser for review:
See attachment.
Consultants Reports
In addition to the routine oil and petroleum spills and releases of non-
hazardous chemical substances and list of reported oil spills described
above, the following is a list of consultant reports with respect to the
physical and environmental condition of the property which have been made
available to Purchaser for review:
None.
1996-1998 ARCO WESTERN ENERGY SPILL REPORTS
<TABLE>
<CAPTION>
DATE FED
LEASE TIME LEASE TYPE OIL BBLS BBLS WATER IMPACT FAILURE
<S> <C> <S> <S> <C> <C> <S> <S>
PLACERITA 10/28/97 YES leak 0 bbls 100 bbl water cource disposal
S31T4NR15W 100 hours water rec. 0 bbl well
failure
PLACERITA 10/30/97 YES Tank 0 bbls 850 bbl 800 production fiberglass
S31T4NR15W 1345 hours Rupture 50-dry creek tank
water rupture
</TABLE>
SCHEDULE "13(d)"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND BERRY PETROLEUM COMPANY
AERA'S LITIGATION
Los Angeles County Tax Assessor's Appeals. Petition for Writ of Mandate filed
by the County of Los Angeles arising out of Arco's appeal of valuations for
1991-1994 tax years. Additional appeals have been filed for the 1995, 1996,
1997 and 1998 tax years. These cases arise out of the Placerita property.
SCHEDULE "14(d)"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND BERRY PETROLEUM COMPANY
BERRY'S LITIGATION
None.
SCHEDULE "19(a)"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND BERRY PETROLEUM COMPANY
REPORT OF PROPERTY/WELL TRANSFER
ARCO WESTERN ENERGY WELLS IN PLACERITA
<TABLE>
<CAPTION>
Field Lease Well API Number Sec Twn Rge
<S> <S> <C> <C> <C> <C> <C>
PLACERITA BINNS-HARRIS 1 03702330 31 4N 15W
PLACERITA COMMUNITY 3-1 03713417 31 4N 15W
PLACERITA GERLACH 1 03712669 31 4N 15W
PLACERITA GERLACH 2 03712670 31 4N 15W
PLACERITA GERLACH 3 03712671 31 4N 15W
PLACERITA GERLACH 4 03712672 31 4N 15W
PLACERITA GERLACH 5 03722305 31 4N 15W
PLACERITA GOODACRE 1 03702329 31 4N 15W
PLACERITA GPM 1 03713914 31 4N 15W
PLACERITA GPM 2 03713915 31 4N 15W
PLACERITA GPM 3 03713916 31 4N 15W
PLACERITA GPM 4 03713917 31 4N 15W
PLACERITA GPM 5 03722071 31 4N 15W
PLACERITA GPM 6 03713918 31 4N 15W
PLACERITA GPM 7 03713919 31 4N 15W
PLACERITA GPM 8 03713920 31 4N 15W
PLACERITA GPM 9 03713921 31 4N 15W
PLACERITA GPM 10 03713922 31 4N 15W
PLACERITA GPM 11 03706372 31 4N 15W
PLACERITA GPM 12 03713923 31 4N 15W
PLACERITA GPM 13 03713924 31 4N 15W
PLACERITA GPM 14 03713925 31 4N 15W
PLACERITA GPM 15 03713926 31 4N 15W
PLACERITA GPM 16 03713927 31 4N 15W
PLACERITA GPM 18 03713929 31 4N 15W
PLACERITA GPM 19 03713930 31 4N 15W
PLACERITA GPM 20 03713931 31 4N 15W
PLACERITA GPM 21 03713932 31 4N 15W
PLACERITA GPM 22 03713933 31 4N 15W
PLACERITA GPM 23 03713934 31 4N 15W
PLACERITA GPM 24 03713935 31 4N 15W
PLACERITA GPM 25 03713936 31 4N 15W
PLACERITA GPM 26 03713937 31 4N 15W
PLACERITA GPM 27 03713935 31 4N 15W
PLACERITA GPM 28 03713939 31 4N 15W
PLACERITA GPM 29 03713940 31 4N 15W
PLACERITA GPM 30 03713941 31 4N 15W
PLACERITA GPM 31 03713942 31 4N 15W
PLACERITA GPM 32 03713943 31 4N 15W
PLACERITA GPM 33 03713944 31 4N 15W
PLACERITA GPM 34 03713945 31 4N 15W
PLACERITA GPM 35 03713946 31 4N 15W
PLACERITA GPM 36 03713947 31 4N 15W
PLACERITA GPM 37 03706373 31 4N 15W
PLACERITA GPM 38 03713948 31 4N 15W
PLACERITA GPM 39 03700082 31 4N 15W
Page 1 of 8
ARCO WESTERN ENERGY WELLS IN PLACERITA
Field Lease Well API Number Sec Twn Rge
PLACERITA GPM 40 03713949 31 4N 15W
PLACERITA GPM 41 03713950 31 4N 15W
PLACERITA GPM 42 03714197 31 4N 15W
PLACERITA GPM 43 03714198 31 4N 15W
PLACERITA GPM 44 03722371 31 4N 15W
PLACERITA GPM 45 03722372 31 4N 15W
PLACERITA GPM 46 03722373 31 4N 15W
PLACERITA GPM 47 03722374 31 4N 15W
PLACERITA GPM 48 03722375 31 4N 15W
PLACERITA GPM 49 03722701 31 4N 15W
PLACERITA GPM 50 03722702 31 4N 15W
PLACERITA GPM 12-8 03724049 31 4N 15W
PLACERITA GPM 12-9 03724050 31 4N 15W
PLACERITA GPM 13-9 03724052 31 4N 15W
PLACERITA GPM 5-15 03724015 31 4N 15W
PLACERITA GPM 6-12 03723543 31 4N 15W
PLACERITA GPM 6-14 03723526 31 4N 15W
PLACERITA GPM 6-15 03724021 31 4N 15W
PLACERITA GPM 7-11 03723544 31 4N 15W
PLACERITA GPM 7-12 03723545 31 4N 15W
PLACERITA GPM 7-13 03722968 31 4N 15W
PLACERITA GPM 7-14 03723537 31 4N 15W
PLACERITA GPM 7-15 03723284 31 4N 15W
PLACERITA GPM 8-11 03723546 31 4N 15W
PLACERITA GPM 8-12 03722969 31 4N 15W
PLACERITA GPM 8-13 03722970 31 4N 15W
PLACERITA GPM 8-14 03722971 31 4N 15W
PLACERITA GPM 8-16 03723271 31 4N 15W
PLACERITA GPM 9-11 03722972 31 4N 15W
PLACERITA GPM 9-12 03722973 31 4N 15W
PLACERITA GPM 9-13 03722974 31 4N 15W
PLACERITA GPM 9-14 03723251 31 4N 15W
PLACERITA GPM 9-15 03722960 31 4N 15W
PLACERITA GPM 9-16 03724022 31 4N 15W
PLACERITA GPM 10-11 03724023 31 4N 15W
PLACERITA GPM 10-12 03722975 31 4N 15W
PLACERITA GPM 10-13 03723252 31 4N 15W
PLACERITA GPM 10-15 03724024 31 4N 15W
PLACERITA GPM 11-11 03724018 31 4N 15W
PLACERITA GPM 11-12 03724025 31 4N 15W
PLACERITA GPM 11-13 03723253 31 4N 15W
PLACERITA GPM 11-14 03724026 31 4N 15W
PLACERITA GPM 11-15 03724019 31 4N 15W
PLACERITA GPM 11-16 03724032 31 4N 15W
PLACERITA GPM 12-10 03724020 31 4N 15W
PLACERITA GPM 12-11 03724051 31 4N 15W
PLACERITA GPM 13-10 03724053 31 4N 15W
PLACERITA GPM 14-10 03724054 31 4N 15W
PLACERITA GPM 9-15R 03723527 31 4N 15W
Page 2 of 8
ARCO WESTERN ENERGY WELLS IN PLACERITA
Field Lease Well API Number Sec Twn Rge
PLACERITA GPM T06-15 03724167 31 4N 15W
PLACERITA GPM T09-16 03724163 31 4N 15W
PLACERITA GPM T012-9 03724164 31 4N 15W
PLACERITA HIGHWAY 2 03711712 31 4N 15W
PLACERITA HIGHWAY 3 03711713 31 4N 15W
PLACERITA HIGHWAY 6-22 03724110 31 4N 15W
PLACERITA HIGHWAY 7-22 03724112 31 4N 15W
PLACERITA HIGHWAY 7-23 03724113 31 4N 15W
PLACERITA HIGHWAY 8-22 03724114 31 4N 15W
PLACERITA HIGHWAY 9-22 03724115 31 4N 15W
PLACERITA HIGHWAY 9-23 03724102 31 4N 15W
PLACERITA HIGHWAY 10-22 03724116 31 4N 15W
PLACERITA HIGHWAY 11-22 03724117 31 4N 15W
PLACERITA INDIAN-KRAFT 1 03714151 31 4N 15W
PLACERITA INDIAN-PLACERITA 2 03714158 31 4N 15W
PLACERITA INDIAN-PLACERITA 3 03714159 31 4N 15W
PLACERITA KENNEDY 1 03714272 31 4N 15W
PLACERITA KENNEDY 2 03714273 31 4N 15W
PLACERITA KENNEDY 3 03714274 31 4N 15W
PLACERITA KENNEDY 4 03714275 31 4N 15W
PLACERITA KENNEDY 5 03714276 31 4N 15W
PLACERITA KENNEDY 6 03714277 31 4N 15W
PLACERITA KENNEDY 6-23 03722959 31 4N 15W
PLACERITA KENNEDY 11-22 03723282 31 4N 15W
PLACERITA KPM 1 03712661 31 4N 15W
PLACERITA KPM 1 03714161 31 4N 15W
PLACERITA KPM 2 03714162 31 4N 15W
PLACERITA KPM 3 03714163 31 4N 15W
PLACERITA KPM 4 03714164 31 4N 15W
PLACERITA KPM 5 03714165 31 4N 15W
PLACERITA KPM 6 03714166 31 4N 15W
PLACERITA KPM 7 03714167 31 4N 15W
PLACERITA KPM 8 03714168 31 4N 15W
PLACERITA KPM 9 03714169 31 4N 15W
PLACERITA KPM 10 03714170 31 4N 15W
PLACERITA KPM 11 03714171 31 4N 15W
PLACERITA KPM 12 03714172 31 4N 15W
PLACERITA KPM 13 03714173 31 4N 15W
PLACERITA KPM 14 03714174 31 4N 15W
PLACERITA KPM 16 03714175 31 4N 15W
PLACERITA KPM 17 03714176 31 4N 15W
PLACERITA KPM 18 03714177 31 4N 15W
PLACERITA KPM 19 03714178 31 4N 15W
PLACERITA KPM 20 03714179 31 4N 15W
PLACERITA KPM 21 03714180 31 4N 15W
PLACERITA KPM 22 03714181 31 4N 15W
PLACERITA KPM 23 03714182 31 4N 15W
PLACERITA KPM 24 03714183 31 4N 15W
PLACERITA KPM 12-12 03724027 31 4N 15W
Page 3 of 8
ARCO WESTERN ENERGY WELLS IN PLACERITA
Field Lease Well API Number Sec Twn Rge
PLACERITA KPM 12-13 03724029 31 4N 15W
PLACERITA KPM 12-14 03724028 31 4N 15W
PLACERITA KPM 12-15 03724041 31 4N 15W
PLACERITA KPM 13-11 03724042 31 4N 15W
PLACERITA KPM 13-12 03724043 31 4N 15W
PLACERITA KPM 13-13 03722963 31 4N 15W
PLACERITA KPM 13-14 03724044 31 4N 15W
PLACERITA KPM 13-15 03724045 31 4N 15W
PLACERITA KPM 13-16 03724046 31 4N 15W
PLACERITA KPM 14-12 03724047 31 4N 15W
PLACERITA KPM 14-14 03724048 31 4N 15W
PLACERITA KPM TO12-13 03724165 31 4N 15W
PLACERITA KRAFT 1 03714184 31 4N 15W
PLACERITA KRAFT 2 03714185 31 4N 15W
PLACERITA KRAFT 3 03714186 31 4N 15W
PLACERITA KRAFT 4 03714187 31 4N 15W
PLACERITA KRAFT 6 03714189 31 4N 15W
PLACERITA KRAFT 7 03714190 31 4N 15W
PLACERITA KRAFT 8 03714191 31 4N 15W
PLACERITA KRAFT 9 03714192 31 4N 15W
PLACERITA KRAFT 10 03714193 31 4N 15W
PLACERITA KRAFT 11 03714194 31 4N 15W
PLACERITA KRAFT 12 03714196 31 4N 15W
PLACERITA KRAFT 13 03713482 31 4N 15W
PLACERITA KRAFT 14 03713483 31 4N 15W
PLACERITA KRAFT 15 03713484 31 4N 15W
PLACERITA KRAFT 16 03713486 31 4N 15W
PLACERITA KRAFT 17 03713487 31 4N 15W
PLACERITA KRAFT 18 03713488 31 4N 15W
PLACERITA KRAFT 19 03713489 31 4N 15W
PLACERITA KRAFT 20 03713490 31 4N 15W
PLACERITA KRAFT 21 03713491 31 4N 15W
PLACERITA KRAFT 22 03713492 31 4N 15W
PLACERITA KRAFT 23 03713493 31 4N 15W
PLACERITA KRAFT 24 03717652 31 4N 15W
PLACERITA KRAFT 25 03713494 31 4N 15W
PLACERITA KRAFT 26 03713495 31 4N 15W
PLACERITA KRAFT 27 03708272 31 4N 15W
PLACERITA KRAFT 28 03713496 31 4N 15W
PLACERITA KRAFT 29 03713497 31 4N 15W
PLACERITA KRAFT 30 03713498 31 4N 15W
PLACERITA KRAFT 31 03713499 31 4N 15W
PLACERITA KRAFT 32 03700334 31 4N 15W
PLACERITA KRAFT 33 03713500 31 4N 15W
PLACERITA KRAFT 34 03714251 31 4N 15W
PLACERITA KRAFT 35 03714252 31 4N 15W
PLACERITA KRAFT 36 03714253 31 4N 15W
PLACERITA KRAFT 37 03714254 31 4N 15W
PLACERITA KRAFT 38 03714255 31 4N 15W
Page 4 of 8
ARCO WESTERN ENERGY WELLS IN PLACERITA
Field Lease Well API Number Sec Twn Rge
PLACERITA KRAFT 39 03714256 31 4N 15W
PLACERITA KRAFT 41 03700084 31 4N 15W
PLACERITA KRAFT 43 03722704 31 4N 15W
PLACERITA KRAFT 44 03722705 31 4N 15W
PLACERITA KRAFT 31R 03724037 31 4N 15W
PLACERITA KRAFT 11-A 03714195 31 4N 15W
PLACERITA KRAFT 12-A 03713481 31 4N 15W
PLACERITA KRAFT 15-A 03713485 31 4N 15W
PLACERITA KRAFT 5-17 03723547 31 4N 15W
PLACERITA KRAFT 5-19 03723548 31 4N 15W
PLACERITA KRAFT 5-21 03724106 31 4N 15W
PLACERITA KRAFT 6-16 03724016 31 4N 15W
PLACERITA KRAFT 6-17 03724006 31 4N 15W
PLACERITA KRAFT 6-19 03723286 31 4N 15W
PLACERITA KRAFT 6-20 03723549 31 4N 15W
PLACERITA KRAFT 6-21 03724120 31 4N 15W
PLACERITA KRAFT 7-16 03723285 31 4N 15W
PLACERITA KRAFT 7-17 03724007 31 4N 15W
PLACERITA KRAFT 7-18 03724008 31 4N 15W
PLACERITA KRAFT 7-19 03723550 31 4N 15W
PLACERITA KRAFT 7-20 03724000 31 4N 15W
PLACERITA KRAFT 7-21 03724011 31 4N 15W
PLACERITA KRAFT 8-17 03724009 31 4N 15W
PLACERITA KRAFT 8-18 03723293 31 4N 15W
PLACERITA KRAFT 8-19 03723290 31 4N 15W
PLACERITA KRAFT 8-20 03724001 31 4N 15W
PLACERITA KRAFT 8-21 03724121 31 4N 15W
PLACERITA KRAFT 9-17 03724012 31 4N 15W
PLACERITA KRAFT 9-18 03723292 31 4N 15W
PLACERITA KRAFT 9-19 03723288 31 4N 15W
PLACERITA KRAFT 9-20 03724003 31 4N 15W
PLACERITA KRAFT 9-21 03722961 31 4N 15W
PLACERITA KRAFT 10-16 03724017 31 4N 15W
PLACERITA KRAFT 10-17 03724055 31 4N 15W
PLACERITA KRAFT 10-18 03723291 31 4N 15W
PLACERITA KRAFT 10-19 03724004 31 4N 15W
PLACERITA KRAFT 10-20 03723289 31 4N 15W
PLACERITA KRAFT 10-21 03724122 31 4N 15W
PLACERITA KRAFT 11-17 03724056 31 4N 15W
PLACERITA KRAFT 11-18 03724057 31 4N 15W
PLACERITA KRAFT 11-19 03724005 31 4N 15W
PLACERITA KRAFT 11-20 03724058 31 4N 15W
PLACERITA KRAFT 11-21 03724107 31 4N 15W
PLACERITA KRAFT 12-16 03724059 31 4N 15W
PLACERITA KRAFT 12-17 03724060 31 4N 15W
PLACERITA KRAFT 12-18 03724061 31 4N 15W
PLACERITA KRAFT 12-19 03724062 31 4N 15W
PLACERITA KRAFT 12-20 03724063 31 4N 15W
PLACERITA KRAFT 12-21 03724123 31 4N 15W
Page 5 of 8
ARCO WESTERN ENERGY WELLS IN PLACERITA
Field Lease Well API Number Sec Twn Rge
PLACERITA KRAFT 13-17 03724064 31 4N 15W
PLACERITA KRAFT 13-18 03724065 31 4N 15W
PLACERITA KRAFT 13-19 03724066 31 4N 15W
PLACERITA KRAFT 14-16 03724067 31 4N 15W
PLACERITA KRAFT 9-18I 03724002 31 4N 15W
PLACERITA KRAFT-HIGHWAY 1 03712683 31 4N 15W
PLACERITA MIDNIGHT 1 03702331 31 4N 15W
PLACERITA NEWHALL 1 03711714 31 4N 15W
PLACERITA NEWHALL 4 03707985 31 4N 15W
PLACERITA NEWHALL 5 03700073 31 4N 15W
PLACERITA NORTH PLACERITA 7 03724161 31 4N 15W
PLACERITA ORWIG 1 03713319 31 4N 15W
PLACERITA ORWIG 2 03713320 31 4N 15W
PLACERITA ORWIG 3 03713321 31 4N 15W
PLACERITA ORWIG 4 03713322 31 4N 15W
PLACERITA ORWIG 5 03713323 31 4N 15W
PLACERITA ORWIG 6 03713324 31 4N 15W
PLACERITA ORWIG 7 03713325 31 4N 15W
PLACERITA ORWIG 8 03713326 31 4N 15W
PLACERITA ORWIG 9 03716558 31 4N 15W
PLACERITA ORWIG 10 03713327 31 4N 15W
PLACERITA ORWIG 11 03713328 31 4N 15W
PLACERITA ORWIG 12 03713329 31 4N 15W
PLACERITA ORWIG 13 03713330 31 4N 15W
PLACERITA ORWIG 14 03721367 31 4N 15W
PLACERITA ORWIG 15 03721368 31 4N 15W
PLACERITA ORWIG 16 03713331 31 4N 15W
PLACERITA ORWIG 17 03721693 31 4N 15W
PLACERITA ORWIG 18 03721694 31 4N 15W
PLACERITA ORWIG 19 03721695 31 4N 15W
PLACERITA ORWIG 4-A 03721692 31 4N 15W
PLACERITA ORWIG 6-7 03723539 31 4N 15W
PLACERITA ORWIG 7-8 03723531 31 4N 15W
PLACERITA ORWIG 7-A 03721366 31 4N 15W
PLACERITA ORWIG 8-7 03723536 31 4N 15W
PLACERITA ORWIG 9-6 03723540 31 4N 15W
PLACERITA ORWIG 9-7 03723534 31 4N 15W
PLACERITA ORWIG 9-8 03723535 31 4N 15W
PLACERITA ORWIG T-1 03722329 31 4N 15W
PLACERITA ORWIG T-2 03722345 31 4N 15W
PLACERITA ORWIG T-3 03722712 31 4N 15W
PLACERITA ORWIG T-4 03722713 31 4N 15W
PLACERITA ORWIG T-5 03722714 31 4N 15W
PLACERITA ORWIG T-6 03722715 31 4N 15W
PLACERITA ORWIG T-7 03722716 31 4N 15W
PLACERITA ORWIG T-8 03722717 31 4N 15W
PLACERITA ORWIG T-9 03722718 31 4N 15W
PLACERITA ORWIG 10-7 03723541 31 4N 15W
Page 6 of 8
ARCO WESTERN ENERGY WELLS IN PLACERITA
Field Lease Well API Number Sec Twn Rge
PLACERITA ORWIG 10-9 03724013 31 4N 15W
PLACERITA ORWIG 11-7 03723542 31 4N 15W
PLACERITA ORWIG 11-8 03724069 31 4N 15W
PLACERITA ORWIG 7-10 03723528 31 4N 15W
PLACERITA ORWIG 8-10 03723529 31 4N 15W
PLACERITA ORWIG 9-10 03723532 31 4N 15W
PLACERITA ORWIG T-10 03722719 31 4N 15W
PLACERITA ORWIG T-11 03722720 31 4N 15W
PLACERITA ORWIG T-12 03722721 31 4N 15W
PLACERITA ORWIG T-13 03722927 31 4N 15W
PLACERITA ORWIG T-14 03722928 31 4N 15W
PLACERITA ORWIG T-15 03722929 31 4N 15W
PLACERITA ORWIG T-16 03722930 31 4N 15W
PLACERITA ORWIG T-17 03722931 31 4N 15W
PLACERITA ORWIG T-18 03722932 31 4N 15W
PLACERITA ORWIG T-19 03722933 31 4N 15W
PLACERITA ORWIG T-20 03722934 31 4N 15W
PLACERITA ORWIG T-21 03722935 31 4N 15W
PLACERITA ORWIG T-2R 03724038 31 4N 15W
PLACERITA ORWIG 10-10 03723533 31 4N 15W
PLACERITA ORWIG 11-10 03724014 31 4N 15W
PLACERITA ORWIG TO8-7 03724162 31 4N 15W
PLACERITA PARTON 1 03713413 31 4N 15W
PLACERITA PARTON 2 03713414 31 4N 15W
PLACERITA PHILBERT 1 03713416 31 4N 15W
PLACERITA PHILBERT 3 03713415 31 4N 15W
PLACERITA COMMUNITY 3 03714278 31 4N 15W
PLACERITA COMMUNITY 4 03714279 31 4N 15W
PLACERITA COMMUNITY 5 03714280 31 4N 15W
PLACERITA COMMUNITY 6 03714281 31 4N 15W
PLACERITA COMMUNITY 7 03714282 31 4N 15W
PLACERITA COMMUNITY 8 03714283 31 4N 15W
PLACERITA COMMUNITY 9 03714284 31 4N 15W
PLACERITA COMMUNITY 10 03714285 31 4N 15W
PLACERITA PRYOR 4 03724030 36 4N 16W
PLACERITA PRYOR WD-1 03723530 36 4N 16W
PLACERITA PRYOR WD-2 03723256 36 4N 16W
PLACERITA PRYOR WD-3 03723257 36 4N 16W
PLACERITA RAE 1 03714286 31 4N 15W
PLACERITA RAE 2 03714287 31 4N 15W
PLACERITA RAE 3 03714288 31 4N 15W
PLACERITA SEDLACEK 1 03724033 25 4N 16W
PLACERITA SEDLACEK 3 03723283 25 4N 16W
PLACERITA SEDLACEK 4 03724198 25 4N 16W
PLACERITA SHEPPARD 1 03712677 31 4N 15W
PLACERITA SHEPPARD 2 03712678 31 4N 15W
PLACERITA SHEPPARD 3 03712679 31 4N 15W
PLACERITA SHEPPARD 4 03712680 31 4N 15W
Page 7 of 8
ARCO WESTERN ENERGY WELLS IN PLACERITA
Field Lease Well API Number Sec Twn Rge
PLACERITA SHEPPARD 5 03712681 31 4N 15W
PLACERITA SHEPPARD 6 03712682 31 4N 15W
PLACERITA WF 1 03714289 31 4N 15W
PLACERITA WF 2 03714290 31 4N 15W
PLACERITA WF 3 03714291 31 4N 15W
PLACERITA WF 4 03714292 31 4N 15W
PLACERITA WF 5 03714293 31 4N 15W
PLACERITA WF 6 03714294 31 4N 15W
PLACERITA WF 7 03714295 31 4N 15W
PLACERITA WF 8 03714296 31 4N 15W
PLACERITA WF 9 03714297 31 4N 15W
PLACERITA WF 10 03714298 31 4N 15W
PLACERITA WF 11 03714299 31 4N 15W
PLACERITA WF 12 03714300 31 4N 15W
PLACERITA WF 13 03714301 31 4N 15W
PLACERITA WF 14 03714302 31 4N 15W
PLACERITA WF 15 03714303 31 4N 15W
PLACERITA WF 16 03714304 31 4N 15W
PLACERITA WF 21 03714305 31 4N 15W
PLACERITA WF 35 03714306 31 4N 15W
PLACERITA WF 39 03722048 31 4N 15W
PLACERITA WF 40 03722348 31 4N 15W
PLACERITA WF 41 03722369 31 4N 15W
PLACERITA WF 42 03722370 31 4N 15W
PLACERITA WF 6-5 03724155 31 4N 15W
PLACERITA WF 8-3 03724156 31 4N 15W
PLACERITA WF 8-5 03724157 31 4N 15W
PLACERITA WF 9-4 03723255 31 4N 15W
PLACERITA WF 9-5 03723538 31 4N 15W
PLACERITA WF 10-4 03724159 31 4N 15W
PLACERITA WF 5-10 03722962 31 4N 15W
PLACERITA WF 9-41 03724158 31 4N 15W
PLACERITA WF TO11 03724166 32 4N 15W
</TABLE>
Page 8 of 8
LEGAL DESCRIPTIONS
TOWNSHIP 4 NORTH RANGE 15 WEST. SBBM
SECTION 31: NE/4, SW/4, S/2, NE/4, NW/4, SE/4.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: LOT 2, LOT 3, LOT 14, LOT 15, NE NW
SECTION 32: E/2 LOT 1, E/2 LOT 3, SE SW & LOT 8.
TOWNSHIP 4 NORTH, RANGE 15 WEST SBBM
SECTION 30: W/2 NE/4 NW/4 NE/4 SW/4.
TOWNSHIP 4 NORTH, RANGE 16 WEST, SBBM
SECTION 25: LOTS 1 AND 2.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 30: LOT 2 IN FRACTIONAL SECTION 30,
S. B. B. &M. ACCORDING TO THE OFFICIAL PLAT OF SAID LAND FILED IN THE
DISTRICT LAND OFFICE MARCH 29, 1877 EXCEPT THEREFROM THAT PORTION
OF SAID LAND DEEDED TO THE CITY OF LOS ANGELES BY DEED RECORDED
DECEMBER 22, 1965 AS INSTRUMENT NO. 524 IN
BOOK D3153, PAGE 582, OF OFFICIAL RECORDS.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 30: ALL OF LOT I IN FRACTIONAL SECTION 30,
S.B.B.&M. EXCEPT THAT PORTION INCLUDED WITHIN THE LINES OF THE
305 FOOT WIDE STRIP OF LAND CONVEYED TO THE CITY OF LOS ANGELES
BY DEED RECORDED ON OCTOBER 19. 1965 AS DOCUMENT NO. 758, IN BOOK
D-3085, PAGE 602 OFFICIAL RECORDS.
TOWNSHIP 4 NORTH, RANGE 16 WEST, SBBM
SECTION 25: LOTS 3 AND 4.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 30: ALL OF LOT 3, EXCEPT
THE EAST 330 FEET OF THE NORTH 660 FEET THEREOF.
ALL OF THE NE/4 SW/4, EXCEPT THE W/2 NE/4 NW/4 NE/4 SW/4,
ALL OF THE NW/4 SE/4, EXCEPT THE W/2 SE/4 NE/4 NW/4 SE/4,
ALL OF THE SW/4 SE/4, EXCEPT THEREFROM THAT PORTION
DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST
CORNER OF THE SOUTHEAST QUARTER OF THE
SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 30, THENCE
WEST 396 FEET; THENCE SOUTH 330 FEET, THENCE EAST 132 FEET, THENCE SOUTH
330 FEET, THENCE EAST 264 FEET, THENCE NORTH 660 FEET, TO THE POB.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: LOTS 51 AND 52 OF TRACT 10699.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 10699, LOT 12.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 10699, LOT 11.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 30: ALL OF LOT 3, EXCEPT THE EAST 330 FEET
OF THE NORTH 660 FEET THEREOF.
ALL OF THE NE/4 SW/4, EXCEPT THE W/2 NE/4 NW/4 NE/4 SW/4.
ALL OF THE NW/4 SE/4, EXCEPT THE W/2 SE/4 NE/4 NW/4 SE/4,
ALL OF THE SW/4 SE, EXCEPT THEREFROM THAT PORTION DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF THE SOUTEAST QUARTER OF THE
SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 30,
THENCE WEST 396 FEET, THENCE SOUTH 330 FEET, THENCE EAST 132 FEET,
THENCE SOUTH 330 FEET, THENCE EAST 264 FEET, THENCE NORTH 660 FEET,
TO THE POINT OF BEGINNING.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31, TRACT 10699, LOTS 17, 44 AND 49.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: PTN LOT 6.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTlON 31: PTN LOT 6.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 10699, LOTS 6, 7, 31, 47 & 48.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 9943. LOT 1.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 9943, LOT 1.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 9943, LOTS 28 AND 29.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 9943, LOTS 28 AND 29.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 10699, LOTS 18, 20 AND PTN LOT 19.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: VARIOUS LOTS IN TRACT 10699 AND TRACT 9943.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 10699, LOTS 6, 7, 31, 47 & 48.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: LOTS 55 AND 56 OF TRACT 10669,
LOT 27 OF TRACT 9943 AND PORTION OF SECTIONAL LOT 6.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: GOVERNMENT LOT 6, TRACT 10699, LOTS 13, 14 AND 27.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 10699, LOT 46.
Page 1 of 3
LEGAL DESCRIPTIONS
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 10699. LOT 24.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 10699, LOT 8.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: GOVERNMENT LOT 6, TRACT 10699, LOTS 9 AND 10.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 10699, LOT 4.
TOWNSHIP 4 NORTH, RANGE 15 WEST SBBM
SECTION 31: TRACT 10699, LOTS 25 AND 26.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: THAT PORTION OF GOVERNMENT LOT 6 WHICH LIES WESTERLY
OF THE WESTERLY LINE AND NORTHERLY PROLONGATION OF TRACT 10699,
AS MORE FULLY DESCRIBED IN MAP RECORDED IN BK 165, PGS 36 & 37
OF MAPS IN THE LOS ANGELES COUNTY RECORDER'S OFFICE;
EXCEPTING THEREFROM THE SOUTHERLY 180 FEET THEREOF;
LIMITED TO DEPTHS FROM 500 FT. SUBSURFACE TO ALL DEPTHS BELOW.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: GOVERNMENT LOT 6, TRACT 10699, LOTS 3, 40 AND 41:
LIMITED TO DEPTHS FROM 1500 FT SUBSURFACE TO ALL DEPTHS BELOW.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: GOVERNMPNT LOT 6, TRACT 10699, LOTS 1, 2, 35, 36:
THE SOUTHERLY 180 FT OF THAT PORTION OF GOV'T LOT 6
WHICH LIES WESTERLY OF THE WESTERLY LINE AND
NORTHERLY PROLONGATION OF TR 10699, AS MORE FULLY
DESCRIBED IN MAP RECORDED IN BK 165 PGS 36 & 37 OF MAPS IN THE LOS
ANGELES COUNTY RECORDER'S OFFICE;
LIMITED TO DEPTHS FROM 1500 FT SUBSURFACE TO ALL DEPTHS BELOW.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: LOT 5 OF TRACT NO 10699.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: LOT 18 OF TRACT 9943.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: LOT 28 OF TRACT NO. 10699.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: LOT 50 TRACT 10699.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT NO 10699, LOTS 15, 16 AND 22.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 10699, LOTS 2 AND 3.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 9943, LOT 4.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: PARCEL 1: LOTS 15,16, 30, 31 AND 32 OF TRACT NO. 9943,
AS PER MAP RECORDED IN BK 167, PGS 32 AND 33 OF MAPS;
PARCEL 2: THAT PORTION OF LOT I 9 OF TR NO 9943, AS PER MAP
RECORDED IN BK 167 PGS 32 AND 33 OF MAPS, LYING WESTERLY OF A
STRAIGHT LINE PASSING THROUGH THE NE CORNER AND THE SW CORNER OF LOT 19;
PARCEL 3: THAT PORTION OF LOT 33 OF TRACT NO 9943 AS PER MAP RECORDED IN
BK 167 PGS 32 AND 33 OF MAPS, LYING WESTERLY OF A STRAIGHT LINE PASSING
THROUGH THE NE CORNER AND THE SW CORNER OF LOT 33;
PARCEL 4: THAT PORTION OF LOT 7 LYING NORTH OF THE NORTH LINE OF
TRACT NO 9943, AS PER MAP RECORDED IN BK 167 PGS 32 AND 33, WHICH LIES
WESTERLY OF THE WESTERLY LINE OF THE LAND DESCRIBED IN THE DEED TO
THE STATE OF CALIFORNIA. RECORDED IN BK 15650, PAGE 38.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 30: SE/4 SW/4.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 30: SE/4 SW/4.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 30: SE/4 SW/4.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 30: SE/4 SW/4.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 30: SE/4 SW/4.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: W/2 LOT 9, ALL OF LOT 10, EXCEPTING THEREFROM 10 ACRES
OF LAND CONVEYED TO THE CITY OF LOS ANGELES FOR
AQUEDUCT PURPOSES BY DEED RECORDED IN BOOK 3703, PAGE 239, DEED
RECORDS OF LOS ANGELES COUNTY CALIFORNIA; ALSO EXCEPTING
THEREFROM ANY PORTION OF SAID LOT 10
LYING WITHIN THE LINES OF TRACT NO. 10699 AS PER MAP RECORDED
IN BOOK 165, PAGES 36 AND 37 OF MAPS, LOS ANGELES COUNTY, CALIFORNIA.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: SE/4 NW/4.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: LOTS 53 & 54 OF TRACT 10699.
TOWNSHIP 4 NORTH, RANGE WEST, SBBM
SECTION 31: LOT 14 AND NE/4 NW/4.
Page 2 of 3
LEGAL DESCRIPTIONS
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: E/2 LOT 9, E/2 LOT 12 AND LOT 8,
EXCEPTING THEREFROM THOSE PORTIONS OF LOTS 8, 9 AND 12
DEEDED TO THE STATE OF CALIFORNIA FOR FREEWAY,
FROM THE SURFACE DOWN TO 500 FEET AS DESCRIBED IN GRANT DEED
DATED OCTOBER 18, 1968, RECORDED IN BOOK 4328, PAGE 885,
OFFICIAL RECORDS, LOS ANGELES COUNTY, CALIFORNIA.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 9943 LOT 5, IN THE COUNTY OF LOS ANGELES,
STATE OF CALIFORNIA AS PER MAP THEREOF RECORDED IN
BOOK 167 PAGES 32 AND 33 OF MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: LOT 14 & 17 OF TRACT 9943, AND LOTS 3, 39, 40, 41, 42 & 43
OF TRACT 10699 AS PER MAP RECORDED IN BOOK 165, PGS 36 & 37
OF MAPS OF THE OFFICIAL RECORDS OF LOS ANGELES
COUNTY, CALIF, AND RIGHT OF INGRESS AND EGRESS OVER AND UPON
AND ACROSS THE EASTERLY 24' OF LOTS 2 & 35,
TRACT 10699, IN THE COUNTY OF LOS ANGELES, STATE OF CALIF, BK 165,
PGS 36 & 37 OF MAPS OF THE OFFICIAL RECORDS AND AS RESERVED IN
DEED RECORDED IN BK 3713, PG 970 OF LOS ANGELES COUNTY RECORDS.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: LOTS 3, 40 & 41 OF TRACT 10699, IN THE COUNTY OF
LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED
IN BK 165, PGS 36 & 37 OF MAPS, IN THE OFFICE OF THE
LOS ANGELES COUNTY RECORDER, LIMITED TO DEPTHS BELOW 1500 FT.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: THAT PORTION OF GOVERNMENT LOT 6
WHICH LIES WESTERLY OF THE WESTERLY LINE AND NORTHERLY
PROLONGATION OF TRACT 10699, AS MORE FULLY DESCRIBED IN MAP
RECORDED IN BK 165, PGS 36 & 37 OF MAPS IN THE LOS ANGELES
COUNTY RECORDER'S OFFICE; EXCEPTING THEREFROM THE SOUTHERLY
180 FT THEREOF; LIMITED TO DEPTHS FROM 500 FT SUBSURFACE
TO ALL DEPTHS BELOW.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: N/2 NE/4 SE/4.
TOWNSHIP 4 NORTH, RANGE 15 WEST,_SBBM
SECTION 30: COMMENCING AT THE SE CORNER OF SECTION 30,
THENCE WEST A DISTANCE OF 924 FT TO THE TRUE POB;
THENCE N 330', THENCE W 132', THENCE N 330', THENCE W 660',
THENCE S 330', THENCE E 132', THENCE S 330', THENCE E 660' TO THE POB.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION: 31 LOTS 1, 2, 35 & 36 OF TRACT 10699,
IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BK 165, PGS 36 & 37 OF MAPS, IN
THE OFFICE OF LOS ANGELES COUNTY RECORDER,
AND THE SOUTHERLY 180' OF GOVERNMENT LOT 6, SECTION 31, T4N-R15W,
WHICH LIES EASTERLY OF THE EASTERLY LINE OF THE
100' ROW OF THE LOS ANGELES CITY AQUEDUCT, DESCRIBED IN DEED
TO THE CITY OF LOS ANGELES, RECORDED IN BK 3703, PG 239 OF DEEDS,
LIMITED TO DEPTHS FROM 500 FT TO 1500 FT.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: LOTS 3, 40 AND 41 OF TRACT 10699,
IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BK 165, PGS 36 & 37 OF MAPS. IN THE
OFFICE OF THE LOS ANGELES COUNTY RECORDER,
LIMITED TO DEPTHS FROM THE SURFACE TO 15OO FT.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: LOT 14 AND 17 OF TRACT 9943, AS PER
MAP RECORDED IN BK 154, PGS 35 & 36
OF MAPS 0F THE OFFICIAL RECORDS OF LOS ANGELES CO., CALIFORNIA.
AND, GOV'T LOTS 4, 5, 6 & 7 IN THE
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: LOTS 1, 2, 35 & 36 OF TRACT 10699 IN THE COUNTY
OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED
IN BK 165, PGS 36 & 37 OF MAPS IN THE OFFICE OF LOS ANGELES
COUNTY RECORDER, AND THE SOUTHERLY 180' OF GOVERNMENT LOT 6
WHICH LIES EASTERLY OF THE EASTERLY LINE OF THE 100' ROW
OF THE LOS ANGELES CITY AQUEDUCT, DESCRIBED IN DEED
TO THE CITY OF LOS ANGELES, RECORDED IN BK 3703, PG 239 OF DEEDS,
LIMITED TO DEPTHS BELOW 1500 FT.
Page 3 of 3
REPORT OF PROPERTY/WELL TRANSFER OR ACQUISITION
(To be completed by old and new operators)
Please complete and return this form to the: January 25, 1999
(date)
Division of Oil, Gas, and Geothermal Resources
1000 South Hill Road, Suite 116
Ventura, CA 93003-4458
Effective date of transfer / acquisition December 31, 1998,
date of possession January 1, 1999.,
(if different)
Aera Energy LLC transferred
(old operator)
the following wells to Berry Petroleum Company.
(new operator)
NOTE: Pursuant to Section 3202 of the Public Resources Code, before wells
will be transferred, the new operator must provide proper bond coverage
and well information for all transferred active, idle, and/or plugged and
abandoned wells. (If additional space is needed, use separate sheets.)
_____________________________________________________________________________
Well Designation Field or County Sec. T. R. API Number
____________________________________________________________________________
See Attached______________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
Legal description of the land where the well(s) is (are) located: _____
See Attached____________________________________________________________
_________________________________________________________________________
________________________________________________________________________
Aera Energy LLC__________ Berry Petroleum Company________
(name of old operator) (name of new operator)
P.O. Box 11164 P.O. Bin X _____________________
(address) (address)
Bakersfield, CA 93389-1164 Taft, CA 93268
Phone (661) 326-5279____________________Phone (661) 769-2358 __________
By_______________________ By _______________________
(signature) (date) (signature) (date)
D. E. Gunderson, Agent Lonnie Kerley, Agent
(printed name) (title) (printed name) (title)
OG30A (3/98)
SCHEDULE "19(b)"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND BERRY PETROLEUM COMPANY
SUSPENSE ITEMS
See attached.
REV269.WELL ARCO WESTERN ENERGY (FOR AERA)
BEGINNING SALE DATE: 01/01/71 COMPLETE SUSPENSE REVIEW BY WELL
ENDING SALE DALE: 12/31/98
<TABLE>
<CAPTION>
WELL/OWNER QUAN GROSS COMP NET
<S> <C> <C> <C> <C>
WELL: 001901 Gordon Peggy Moore
Owner: 1328 Bruce Wood
Product Total 0.00
Product Total 0 0.00 0.00 0.00 0.00
Owner Total 0.00 0.00 0.00 0.00
Owner: 1503 Clementine August
Product Total 0 126.88- 1702.61- 0.00 1702.61-
Owner Total 126.88- 1702.61- 0.00 1702.61-
Owner: 3749 William G &
Esther F Newlon
Product Total 0 0.00 0.00 0.00 0.00
Owner Total 0.00 0.00 0.00 0.00
Well Total 126.88- 1702.61- 0.00 1702.61-
Well: 001902 King Peggy Moore
Owner: 1503 Clementine August
Product Total 0 8.71- 121.27- 0.00 121.27-
Owner Total 8.71- 121.27- 0.00 121.27-
Owner: 3749 William G &
Esther F Newlon
Product Total 0 0.00 0.00 0.00 0.00
Owner Total 0.00 0.00 0.00 0.00
Well Total 8.71- 121.27- 0.00 121.27-
Well: 001904 Roy Kraft
Owner: 2926 Philip Jaffe
Product Total 0 0.00 0.00 43.64 43.64-
Owner Total 0.00 0.00 43.64 43.64-
Owner: 3192 Scott Wallace
Product Total 0 983.59 12766.82 481.49 12285.33
Owner Total 983.59 12766.82 481.49 12285.33
Well Total 983.59 12766.82 525.13 12241.69
Well: 001930 GPM/Kraft Line Wells
Owner: 3192 Scott Wallace
Product Total 0 67.14 827.01 0.72 826.29
Product Total NP 0.00 2.20 0.00 2.20
Owner Total 67.14 829.21 0.72 828.49
Owner: 3749 William G &
Esther F Newlon
Product Total 0 0.00 0.00 0.00 0.00
Owner Total 0.00 0.00 0.00 0.00
Well Total 67.14 829.21 0.72 828.49
Well: 001931 GPM/ORWIG LINE WELLS
Owner: 3749 William G &
Esther F Newlon
Well: 001931 GPM/ORWIG LINE WELLS
Product Total 0 0.00 0.00 0.00 0.00
Owner Total 0.00 0.00 0.00 0.00
Well Total 0.00 0.00 0.00 0.00
Well: 001934 Highway
Owner: 1094 Andrew G Kadar
MD Medical Corp
Product Total 0 6.70 85.03 27.70 57.33
Owner Total 6.70 85.03 27.70 57.33
Owner: 1213 Bank of CA &
Paul K Wallace
Product Total 0 112.37 1384.21 20.49 1363.72
Owner Total 112.37 1384.21 20.49 1363.72
Owner: 1601 Daniel Francis
Carey
Product Total 0 38.72 477.50 7.08 470.42
Owner Total 38.72 477.50 7.08 470.42
Owner: 1720 E Mary Bourne
Product Total 0 27.89 359.55 6.84 352.71
Owner Total 27.89 359.55 6.84 352.71
Owner: 1899 Gabrila Bagby
Product Total 0 1024.70 12637.07 189.02 12448.05
Owner Total 1024.70 12637.07 189.02 12448.05
Owner: 2059 Hattie Davis
Hulbert
Product Total 0 348.32 4295.47 64.31 4231.16
Owner Total 348.32 4295.47 64.31 4231.16
Owner: 2308 John Vernon McEvoy
Product Total 0 12.89 103.51 24.97 78.54
Owner Total 12.89 103.51 24.97 78.54
Owner: 2334 Julia C Woods TRE
Product Total 0 28.72- 396.01- 2.90 398.91-
Owner Total 28.72- 396.01- 2.90 398.91-
Owner: 2338 June E George
Product Total 0 1177.42 15088.83 307.34 14781.49
Owner Total 1177.42 15088.83 307.34 14781.49
Owner: 2634 Michael Harold
Carey, Deceased
Product Total 0 116.21 1432.22 21.20 1411.02
Owner Total 116.21 1432.22 21.20 1411.02
Owner: 2892 Patrick Thomas Carey
Product Total 0 3.85 59.10 5.65 53.45
Owner Total 3.85 59.10 5.65 53.45
Owner: 2926 Philip Jaffe
Product Total 0 0.00 0.00 8.34 8.34-
Owner Total 0.00 0.00 8.34 8.34-
Owner: 3041 Raymond B Goodrich
Product Total 0 512.34 6318.49 94.54 6223.95
Owner Total 512.34 6318.49 94.54 6223.95
Owner: 3073 Robert Eugene Carey
Product Total 0 0.00 0.00 6.83 6.83-
Owner Total 0.00 0.00 6.83 6.83-
Owner: 3674 Walter I & Fayetta
Bones Tres
Product Total 0 1024.89 12639.04 189.13 12449.91
Owner Total 1024.89 12639.04 189.13 12449.91
Owner: 3761 William C Hauber
Product Total 0 310.20 4001.82 75.94 3925.88
Owner Total 310.20 4001.82 75.94 3925.88
Owner: 4007 JMT Oil Inc
Product Total 0 1071.97 13210.58 195.40 13015.18
Owner Total 1071.97 13210.58 195.40 13015.18
Well Total 5759.75 71696.41 1247.68 70448.73
Well: 001991 ARCO NORTH
PLACERITA WELL #007
Owner: 1757 Elizabeth Chandler
Product Total 0 0.18- 3.33- 0.00 3.33-
Owner Total 0.18- 3.33- 0.00 3.33-
Owner: 1888 Frederic J Bemis
Product Total 0 0.18- 3.33- 0.00 3.33-
Owner Total 0.18- 3.33- 0.00 3.33-
Owner: 2047 Harrison E Bemis
Product Total 0 1.59- 28.28- 0.00 28.28-
Owner Total 1.59- 28.28- 0.00 28.28-
Owner: 2244 Jeanette S Dronsky
Product Total 0 1.59- 28.28- 0.00 28.28-
Owner Total 1.59- 28.28- 0.00 28.28-
Owner: 2889 Patricia Warner
Product Total 0 0.18- 3.33- 0.00 3.33-
Owner Total 0.18- 3.33- 0.00 3.33-
Owner: 3101 Roger Moore
Product Total 0 3.61- 64.52- 0.00 64.52-
Owner Total 3.61- 64.52- 0.00 64.52-
Owner: 4834 UNIV SO CA
Well: 001991 ARCO NORTH
PLACERITA WELL #007
Product Total 0 3.90- 69.91- 0.00 69.91-
Owner Total 3.90- 69.91- 0.00 69.91-
Owner: 5296 Shirley Phillips
Product Total 0 3.61- 64.52- 0.00 64.52-
Owner Total 3.61- 64.52- 0.00 64.52-
Well Total 14.84- 265.50- 0.00 265.50-
Company Total 6660.05 83203.06 1773.53 81429.53
Grand Total 6660.05 83203.06 1773.53 81429.53
</TABLE>
NEWHALL PHASE I
SCE STANDARD AGREEMENT
FIRM POWER PURCHASE
POWER PURCHASE AGREEMENT
BETWEEN
TENNECO OIL COMPANY
AND
SOUTHERN CALIFORNIA EDISON COMPANY
DECEMBER 10, 1985
DOCUMENT NO. 3098H
EFFECTIVE DATE
FEBRUARY 14, 1983
REVISED: May 4, 1984
NEWHALL PHASE I
TABLE OF CONTENTS
SECTION TITLE PAGE
PART I: GENERAL TERMS AND CONDITIONS
1 PARTIES 1
2 RECITALS 1
3 OPERATING OPTIONS 2
4 DEFINITIONS 5
5 TERM AND TERMINATION 11
6 OWNERSHIP AND CONTROL OF 15
GENERATING FACILITY
7 DESIGN AND CONSTRUCTION 15
OF GENERATING FACILITY
8 OPERATION OF GENERATION 18
FACILITY
9 DISCLAIMER 22
10 METERING 23
11 AVAILABILITY 25
12 BILLING 26
13 PROPERTY AND LAND RIGHTS 27
14 TAXES 28
15 LIABILITY 29
16 INSURANCE 31
17 UNCONTROLLABLE FORCES 33
18 NOTICES 35
19 NONDEDICATION OF FACILITIES 36
20 PREVIOUS COMMUNICATIONS 36
Page i
NEWHALL PHASE I
TABLE OF CONTENTS (Cont'd)
SECTION TITLE PAGE
21 NONWAIVER 37
22 SUCCESSORS & ASSIGNS 37
23 EFFECT OF SECTION HEADINGS 38
24 GOVERNING LAW 38
PART II: INTERCONNECTION FACILITIES
1 INTERCONNECTION FACILITIES DESIGN 39
2 OWNERSHIP AND OPERATION OF 40
INTERCONNECTION FACILITIES
PART III: PURCHASE AND PAYMENT PROVISIONS
1 POWER PURCHASE AND SALE 42
2 PROCEDURE FOR MONTHLY PAYMENT 44
PART IV: AGREEMENT AND SIGNATURE
1 AGREEMENT AND SIGNATURE 46
APPENDICES
APPENDIX A.1 - Interconnection Facilities - Added Facilities Basis
(Added by Amendment No. 2, 6/15/87)
APPENDIX A-3 - Firm Power Purchase (Added 8/25/86 by Amendment No. 1)
APPENDIX B.1 - Energy Purchase Provision
APPENDIX B.2 - Firm Power Purchase Provision
APPENDIX C - Tariff Schedule TOU-8 Rule 21.
APPENDIX D - Qualifying Facility Milestone Procedure
Document No. 3098H
Page ii
NEWHALL PHASE I
1. PARTIES
The Parties to this Agreement are Tenneco Oil Company, a Delaware corporation,
hereinafter referred to as "Seller", and Southern California Edison Company,
a California corporation, hereinafter referred to as 'Edison', individually
'Party' , collectively "Parties".
2. RECITALS
2.1 Seller desires to construct, own, Operate and Control a 21,760 kW
Generating Facility at Seller's Facility located at SW 1/4, Section 31, T4N,
R15W, Los Angeles County, California, and sell 19,600 kw of Contract Capacity
to Edison with an expected Firm Operation date of July 1, 1988, for a
Contract Term of 19 years.
Seller's Generating Facility is a (check one):
(x) Cogeneration Facility
( ) Small Power Production Facility
Seller shall commence construction of the Generating Facility on November
1, 1987.
2.2 (Options II and III pursuant to Section 3 below)
Seller desires to purchase from Edison, under the provisions of this
Agreement and pursuant to Edison's tariffs filed with the Commission, that
portion of the electrical requirements of Seller's Facility which are not
supplied by the Generating
Page 1 of 46
Facility and which do not exceed the capability of Edison's facilities
installed at Seller's Facility.
2.3 Edison desires to purchase the Contract Capacity and Energy made
available by Seller to Edison from Seller's Generating Facility. Edison
desires that this source of electric power be as reliable as reasonably
possible.
2.4 The Parties desire, by this Agreement, to establish the terms,
conditions, and obligations pursuant to which.they can accomplish
the above desires and needs.
2.5 Seller's Generating Facility is a Qualifying Facility.
3. OPERATING OPTIONS
3.1 Seller elects to Operate its Generating Facility in parallel with
Edison's Electric System in accordance with the following option (check one):
( ) Option I: Dedication of the entire Generator output to Edison with
no electrical service required from Edison.
( ) Option II: Dedication of the entire Generator output to Edison with
electrical service required from Edison.
Page 2 of 46
(X) Option III: Dedication to Edison of only the portion of the Generating
Facility output in excess of Seller's electrical requirements.
3.2 The Generating Facility will deliver electricity to Edison at a
nominal 66,000 volts.
3.3 (Option III pursuant to this Section 3) Seller plans to use as much of
the electrical energy produced by the Generating Facility to serve the
electrical requirements of Seller's Facility as is practicable. Seller's
expected maximum electrical requirement is approximately 1,000 kW.
3.4 (Small hydro projects only) The Contract Capacity in Section 2.1
shall be based on the average of the five (5) lowest years of stream flow
taken from a study covering a minimum 50 years of continuous data.
(A shorter period may be mutually determined agreed to if data
for a 50-year period is not obtainable.)
3.5 Seller may change its operating option as indicated in Section 3.1,
and its tariff schedule pursuant to Section 12, not more than once
per year upon at least ninety (90) days prior notice to Edison.
3.5.1 If the change of operating option results in a reduction of
Contract Capacity, the provisions in Section 5 shall apply.
Page 3 of 46
3.5.2 Edison shall process requests for changes of operating option
in the chronological order received.
3.5.3 Edison shall not be required to remove or reserve capacity of
interconnection Facilities made idle by Seller's change of operation option
and may dedicate such idle facilities at any time to serve other customers or
to interconnnect with other electric power sources.
3.5.4 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 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
page 4 of 46
to use said Facilities or fails to pay the required maintenance fee.
4. DEFINITIONS
When used with initial capitalizations, whether in the singular or
plural, shall have the following meanings:
4.1 Adjusted Capacity_Price: The $/kW-yr capacity purchase
price based on the Capacity Payment Schedule for the time period
beginning on the date of Firm Operation and ending on the date of
termination or reduction of Contract Capacity.
4.2 Agreement: This document, including the appendices attached
herein, as amended from time to time.
4.3 Capacity Payment Schedule: Published capacity schedule table
as authorized by the CPUC.
4.4 Cogeneration Facility: The facility and equipment which sequentially
generate thermal and electrical energy as defined in Title 18, Code of Federal
Regulations (CFR), Section 292.202.
4.5 Commission or CPUC: The Public Utilities Commission of the
State of California.
4.6 Contract Capacity: That portion of the Generating Facility electric
power producing capability which is dedicated Edison.
Page 5 of 46
4.7 Contract Capacity Price: The $kW-yr capacity purchase price
from the Capacity Payment Schedule for the Contract Term and date
of Firm Operation.
4.8 Contract Term: Length of Agreement in years, beginning from
the date of Firm Operation.
4.9 Control: To establish the electrical output of the Generating
Facility through dispatching procedures including shutdown and startup.
4.10 Current Contract Capacity Price: The $/kW-year
capacity price from the Capacity Payment Schedule
in effect at the time the termination notice is received by
Edison for a term equal to the number of years from the date
of termination or reduction of Contract Capacity to the end
of the Contract Term.
4.11 Edison Electric System Integrity: Operation of
Edison's electric system in a manner which
minimizes risks of injury to persons and/or
property and enables Edison to provide adequate and
reliable electric service to its customers.
4.12 Emergency: A condition or situation which in
Edison's sole judgment affects Edison's ability to
maintain safe, adequate, and continuous electrical
service.
Page 6 of 46
4.13 Energy: Kilowatthours generated by Seller's Generating Facility which
are purchased by Edison at the Point of Interconnection.
4.14 Firm Operation: The date mutually agreed upon between the Parties on
which each generating unit of Seller's 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).
4.15 Forced Outage: Any outage resulting from a design defect, inadequate
construction, operator error or electrical or mechanical equipment breakdown
that fully or partially curtails the electrical output of the Generating
Facility.
4.16 Generating Facility: All of Seller's generators, together with all
protective and other associated equipment and improvements, necessary
to produce electrical energy at Seller's Facility excluding associated land,
land rights or interests in land.
4.17 Generator: The generators and associated prime mover(s), which
are a part of the Generating Facility.
4.18 Interconnection Facilities: Those protection, metering, electric
line(s), and other facilities
Page 7 of 46
required in the opinion of Edison, to permit an electrical interface
between Edison and Seller.
4.19 Interconnection Facilities Contract: That document which is attached
hereto in Part II, Appendix A.2 and by this reference is incorporated herein
and made a part hereof.
4.20 KVAR: Reactive kilovolt-ampere, a unit of measure of reactive power.
4.21 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 utility standards and
good engineering practices.
4.22 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 Agreement.
4.23 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.
Page 8 of 46
4.24 Point of-Interconnection: The point where the transfer of electrical
energy between Edison and Seller takes place.
4.25 Project: The Generating Facility, Interconnection Facilities
and metering equipment required to permit operation of Seller's
Generator in parallel with Edison's electric system.
4.26 Protective Apparatus: That equipment and apparatus installed by Seller
and/or Edison pursuant to Section 7.4, Part 1, and Section 1.1, Part II.
4.27 Qualifying Facility: Cogeneration or Small Power Production Facility
which meets the criteria as defined in Title 18, Code of Federal Regulations
(CFR), Section 292.201 through 292.207.
4.28 Seller's Facility: The premises and equipment of Seller located as
specified in Section 2.1.
4.29 Small Power Production Facility: The facilities and equipment
which use biomass, waste or renewable resources, including wind,
solar and water to produce electrical energy as defined in Title 18,
Code of Federal Regulations (CFR), Section 292.201 through 292.207.
4.30 Standby Demand: Seller's electrical load requirement that
Edison is expected to serve when Seller's Generating Facilitv
is not available.
Page 9 of 46
4.31 Summer Period: Defined in Edison's Tariff Schedule No. TOU-8
as now in effect or as may hereafter be authorized by the Commission
to be revised.
4.32 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 to be revised.
4.33 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
Agreement, or failure, threat of failure or sabotage of facilities which
have been maintained in accordance with good engineering and operating
practices in California.
4.34 Winter Period: Defined in Edison's Tariff Schedule
No. TOU-8 as now in effect or as may hereafter be authorized by
the Commission to be revised.
Page 10 of 46
5. TERMS AND TERMINATION
5.1 This Agreement shall be binding upon execution and remain in effect
for the Contract Term provided that it shall terminate if Firm operation
does not occur within 5 years of the date specified in Section 1.2, Part IV.
5.2 This Agreement may remain in effect beyond the expiration of the
Contract Term; except that, beyond the expiration of the Contract
Term, either Party may terminate this Agreement, with or without
cause, at any time, upon 90 days prior written notice.
5.3 General Provisions - Termination
5.3.1 This section shall apply if there is a contract termination
or reduction in Contract Capacity. The parties agree that the amount
which Edison pays Seller for the Contract Capacity which Seller makes
available to Edison is based on the agreed value of Seller's performance of
his obligations to provide capacity during the full Contract Term.
5.3.2 The Parties agree that the refund and payments provided in Sections
5.4 and 5.5 represent a fair compensation for the reasonable losses that
would result from
Page 11 of 46
such termination or reduction of Contract Capacity.
5.3.3 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
Sections 5.4 and 5.5, as applicable.
5.3.4 Edison shall provide invoices to Seller for all refunds and
payments due Edison under this section which shall be due
within 60 days.
5.3.5 If Seller does not make payments as required in
Section 5.3.4, Edison shall have the right to offset any amounts due
it against any present or future payments due Seller.
5.3.6 Notices of Termination shall be made in accordance with
Section 18, Part I of the contract.
5.4 Termination with Prescribed Notice
5.4.1 Seller may terminate this entire Agreement or reduce the
Contract Capacity, provided that Seller gives Edison prior written
notice for a period determined by the
Page 12 of 46
amount of Contract Capacity terminated or reduced:
AMOUNT OF CONTRACT
CAPACITY TERMINATED LENGTH OF
OR 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
5.4.2 Upon termination or reduction in Contract Capacity, Seller shall
refund to Edison with interest at the current published Federal Reserve
Board three (3) months prime commercial paper rate an amount
equal to the difference between (a) the accumulated capacity payments
already paid by Edison up to the time the termination notice is
received and based on the original Contract Term and; b) the total
capacity payments which Edison would have paid based on the
period of Seller's actual performance using the Adjusted
Capacity Price.
5.4.3 From the date the termination notice is received to the date
of actual termination Edison shall make capacity payments based
on the Adjusted Capacity Price for the
Page 13 of 46
amount of Contract Capacity being terminated.
5.4.4 Edison shall continue to pay for the amount of Contract
Capacity not being terminated, if any, at the original
Contract, Capacity Price.
5.5 Termination Without Prescribed Notice
5.5.1 If Seller terminates this Agreement or reduces the
Contract Capacity thereof, without the notice prescribed, the
provisions in Section 5.4 will all apply.
Additionally,
5.5.2 Seller shall pay Edison an amount equal to:
(1) the amount of Contract Capacity being terminated, times
(2) the difference between the Current Contract Capacity
Price and the Contract Capacity Price, times (3) the number
of years and fractions thereof (not less than 1 year)
by which the Seller has been deficient in giving prescribed notice.
In the event that the Current Capacity Price is less than the
Contract Capacity Price no payment under this Section 5.5.2 shall be
due either Party.
Page 14 of 46
5.6 Examples of Termination
5.6.1 Examples of Termination calculations are given in Appendix B.2.
6. OWNERSHIP AND CONTROL OF GENERATING FACILITY
6.1 The Generating Facility shall be owned by Seller.
6.2 Seller shall Control the Generating Facility;
except that Seller shall, at any time, if requestd
by Edison to facilitate maintenance of Edison
facilities, during periods of Emergency or to
maintain Edison Electric System Integrity:
(i) Disconnect the Generator from the Edison
electric system, or (ii) reduce the electrical output
of the Generator to the level of the
Seller's total electrical requirement (applicable
only to Sellers electing Operating Options I or III
under Section 3.1). Each party shall endeavor to
correct, within a reasonable period, the conditions
on its system which necessitate the disconnect
obligation or reduction of output. The disconnect
obligation or reduction of electrical output shall
be limited to the period of time such a condition
exists.
DESIGN AND CONSTRUCTION OF GENERATING FACILITY
Seller, at no cost to Edison, shall acquire all permits and
approvals, and complete or have completed all environmental
impact studies
Page 15 of 46
necessary for the construction, and maintenance of the Project.
7.2 Edison shall have the right to review the electrical drawings
pertaining to the design of the Generating Facility and 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.
7.3 Edison shall have the right to require modifications to the design
as it deems necessary for proper and safe operation of the Project when
in parallel with the Edison electric system.
7.4 Seller shall furnish, install, operate and maintain
in good order and repair and without cost to
Edison, the relays, meters power circuit
breakers synchronizer and other control and Seller
Protective Apparatus as shall be agreed to by the Parties
pursuant to Section 7.2 and 7.3 as being
Page 16 of 46
necessary for proper and safe operation of the
Project in parallel with Edison's electric system.
7.5 Future changes on the Edison electric system and/or
Seller's system may require modification of the
design of Seller's Generating Facility or the
Interconnection Facilities. Any such modification,
whether proposed by Edison or Seller shall be
subject to the provisions of this Section 7.
7.6 (If applicable) Seller shall provide power factor
correction capacitors for each induction generating
unit of the Generating Facility. Such capacitors
shall be switched off and on simultaneously with
said unit. The KVAR rating of such capacitors
shall be the highest standard value which will not
exceed said unit's no-load KVAR requirement.
7.7 (Applicable to Wind Parks Only) Seller shall not
locate any part of a wind-driven generating unit of
the Generating Facility within three (3) rotor
blade diameters of any planned or existing electric
utility 33 kV, 66 kV, 220 kV or 500 kV transmission
line right of way or of any such line right of way for
which application has been made to a regulatory authority.
7.8 Edison shall have the right to monitor the
construction, start-up, operation, and maintenance
Page 17 of 46
of the Project and have the right to consult with and make
recommendations to Seller.
7.9 Edison shall have the right to review the construction
schedule. Seller shall notify Edison, at least one year in advance
of Firm Operation, of changes in this schedule which affect the
Firm Operation, whenever possible.
8. OPERATION OF GENERATING FACILITY
Seller shall Operate the Generating Facility, subject to
the following provisions:
8.1 The Generating Facility and Seller Protective Apparatus
shall be Operated and maintained in accordance with applicable
utility industry standards and good engineering practices with
respect to synchronizing, voltage and reactive power control.
8.2 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 mutual agreement.
8.3 Seller shall operate and maintain the Project in a
prudent manner which will produce maximum Energy to
the extent that conditions permit.
Page 18 of 46
8.4 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 related to this Agreement.
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 ADVANCE NOTICE
EXPECTED DURATION TO EDISON
Less than one day 24 Hours
One day or more 1 Week
(except major overhaul)
Major overhaul 6 Months
8.5 Notification by each Party's Operating Representative of
outage date and duration should be directed to the other Party's
Operating Representative by telephone.
8.6 Seller shall not schedule major overhauls during Peak Months.
8.7 Seller shall Make reasonable efforts to schedule routine
maintenance outside the Peak Months but in no event shall
outages for scheduled maintenance exceed 30 peak
hours during the Peak Months.
8.8 Seller shall maintain an operating log at Seller's
Facility with records of: real and reactive power
Page 19 of 46
production, changes in operating status, outages,
Protective Apparatus operation's and any unusual
conditions found during inspections. For Generators
which are 'block-loaded' to a specific kW capacity,
changes in this setting shall also be logged. 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. Such information
shall be available to Edison upon request and copies of such
operating log and records shall be provided, if requested, to
Edison within thirty (30) days of Edison's request.
8.9 If, at any time, Edison has reason to doubt the
integrity of any of Seller's Protective Apparatus
and suspect's that such loss of integrity would be
hazardous to the Edison Electric System Integrity,
Seller shall demonstrate, to Edison's satisfaction,
the correct calibration and operation of the
equipment in question.
8.10 Seller shall test all protective devices specified
in Section 7.4 with qualified personnel at intervals not
to exceed four (4) years.
8.11 Seller shall notify Edison at least fourteen (14)
calendar days prior to: (1) the initial parallel
Page 20 of 46
operation of each of Seller's Generators; (2) the
initial testing of Seller's Protective Apparatus. Edison
shall have the right to have a representative present
at such times.
8.12 Seller shall, to the extent possible provide reactive
power for its own requirements and where applicable the
reactive power losses of interfacing transformers.
reactive power to Edison unless otherwise agreed
upon between the Parties.
8.13 The Seller warrants that the Generating Facility
meets the requirements of a Qualifying Facility as
Seller shall not deliver excess of the effective date
of this Agreement and continuing through the
Contract Term.
8.14 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 authorization
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.
8.15 At Edison's request Seller shall make all
reasonable effort to deliver power at an average
Page 21 of 46
rate of delivery at least equal to the Contract Capacity during
periods of 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 8.4 shall be waived by Edison if Seller
reschedules the outage.
DISCLAIMER
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,
or reliability thereof. Edison shall not be liable to Seller for, and
Seller shall defend and indemnify Edison from, any claim,
cost, loss, damage, or liability arising from any contrary
representation concerning the effect of Edison's
Page 22 of 46
review of the design, construction, operation, or
maintenance of the Project.
10. METERING
10.1 Edison shall provide, own and maintain at the Seller's
expense all necessary meters and associated equipment to
be utilized for the measurement of Energy and Contract
Capacity for determining Edison's payments to Seller
pursuant to this Agreement.
10.2 The metering equipment used for metering the Energy
sold to Edison shall at Seller's option be located
(Check one):
( ) a. on Edison's side of the Interconnection Facilities, or
(x) b. on the Seller's side of the Interconnection
Facilities. A loss compensation factor agreed to by the
Seller and Edison 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.
10.3 If meters are placed on Edison's side of the
Interconnection Facilities, service shall be
Page 23 of 46
provided at the available transformer high-side voltage.
10.4 (Options II and III pursuant to Section 3)
Edison shall provide, own and maintain at its expense all
necessary meters and associated equipment to be utilized
for billing Seller if Edison provides electric service to Seller.
10.5 For purposes of monitoring the Generator operation
and the determination of standby charges, Edison shall have
the right to require at Seller's expense installation of
generation metering. Edison may also require the
installation of telemetering equipment at Seller's
expense for Generating Facilities equal to or greater
than 10 MW. Edison may require the installation
of telemetering equipment at Edison's expense for
Generating Facilities less than 10 MW.
10.6 Seller shall provide, at no expense to Edison,
a suitable location for all meters and associated
equipment referred to in this Section 10.
10.7 Edison shall install a ratchet device on (i) the
meter(s) recording energy provided by Edison (if applicable),
(ii) the meter(s) recording reactive demand imposed
on the Edison electric system, and (iii) the meter(s)
recording Energy sold to Edison, to prevent their
reverse operation.
Page 24 of 46
10.8 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 representative present on such occasions.
10.9 Edison's meters installed pursuant to this
Agreement 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 (30) days after presentation
of a bill therefore.
10.10 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 (2%). If metering equipment inaccuracy exceeds two
percent (2%), the correct amount of Energy delivered during
the period of said inaccuracy shall be estimated by Edison and
agreed upon by the Parties.
AVAILABILITY
11.1 Outages: Seller shall make all reasonable efforts
to limit the outages of the Generating Facility:
Page 25 of 46
11.2 Periodic Demonstration:
11.2.1 Edison shall have the right to require
the availability of the Generating Facility at least
once per year.
11.2.2 The demonstration shall be conducted at a
time and under procedures mutually agreed upon by
the Parties. Demonstration shall be at Seller's expense.
11.2.3 Seller shall demonstrate the ability of
the Generating Facility to produce Contract
Capacity for a mutually agreed period of time.
12.1 (Option III pursuant to Section 3.1, Part I)
Standby electric service shall be provided pursuant
to a separate Agreement under terms and conditions
of Edison's tariff schedule as now in effect or as
may hereafter be authorized by the Commission to be
revised.
12.2 (Options II and III pursuant to Section 3.1, Part I)
Electric service shall be provided pursuant
to separate Agreement under terms, conditions and
rates of Edison's tariff schedule as now in effect or
as may hereafter be authorized by the Commission
to be revised.
Page 26 of 46
12.3 Monthly charges associated with Interconnection Facilities
shall be billed pursuant to the Interconnection Facilities Contract.
12.4 Edison shall commence billing Seller for electric service
rendered pursuant to the applicable schedule referred to in this
Section on the date that the Point of Interconnection is energized.
13. PROPERTY AND LAND RIGHTS
13.1 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 arrangements contemplated in this Agreement
after satisfaction of the requirements of Sections
13.2 and 13.3. The physical location of such
electrical line, facilities and other equipment on
Seller's Facility shall be determined by agreement
of the Parties.
13.2 Seller shall reimburse Edison for the cost of
acquiring any property rights off Seller's Facility
which are required by Edison to meet its
obligations to Seller under this Agreement.
13.3 Seller shall grant to Edison, without cost to
Edison, and by a mutually acceptable instrument of
conveyance, the following:
Page 27 of 46
13.3.1 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 is
required by Edison to effect the
arrangements contemplated in this Agreement
13.3.2 The rights of ingress and egress at all
reasonable times necessary for Edison to
perform any one or more of the activities
contemplated in this Agreement.
13.4 The electric lines, facilities, or other equipment
referred to in this Section 13 installed by Edison
on or off Seller's Facility shall be and remain the
property of Edison.
13.5 Edison shall have no obligation to Seller for any
delay or cancellation due to inability to acquire a
satisfactory right of way.
14. TAXES
14.1 Ad valorem taxes and other taxes properly
attributed to the Seller's Facility shall be paid by Seller.
If such taxes are assessed or levied against Edison,
Seller shall pay Edison the amount
Page 28 of 46
of such assessment or levy within thirty (30) days
of presentation of documentation thereof.
14.2 The Parties shall provide information concerning
the Project to any requesting taxing authority.
15. LIABILITY
15.1 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
attorney's fees and other cost of litigation
incurred by the First Party in 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.
15.2 Each Party shall indemnify and hold harmless,
the, other Party, its directors, officers, and employees
Page 29 of 46
or Agents from and against any loss, damage, claim,
cost, charge, (including direct, indirect or
consequential loss, damage, claim, cost, charge, or
expense), including attorney's 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 and shall
indemnify and hold harmless the other Party
for any such costs including costs arising out of
any workers compensation law.
15.3 The provisions of this Section 15 shall not be
construed so as to relieve any insurer of its
obligations to pay any insurance claims in
Page 30 of 46
accordance with the provisions of any valid
insurance policy.
15.4 Neither Party shall be indemnified under this
Section 15 for its liability or loss resulting from
sole negligence or willful misconduct.
16. INSURANCE
16.1 During the term of this Agreement, Seller shall
obtain and maintain in force as hereinafter
provided comprehensive general liability insurance,
including contractual liability coverage, with a
combined single limit of 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.
16.2 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 (30) days prior written
notice to Edison, (ii) maintain such insurance in
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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 form:
"In consideration of the premium charged, Southern California
Edison Company ('Edison") is named as additional insured with
respect to all liabilities arising out of 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 coverages 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."
"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 16.2 (iii) prevents
Seller from obtaining the insurance required in
Section 16.1, then upon written notification by
Seller to Edison, Section 16.2 (iii) shall be waived.
16.3 The requirements of this Section 16.1 shall not
apply to a Seller who is a self-insured.
Page 32 of 46
governmental agency with an established self-insurance.
16.4 If Seller fails to comply with the provisions of this
Section 16, 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 of nature (including direct, indirect or consequential
loss, damage, claim, cost, charge, or expense, including
attorney's 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 18.
17. UNCONTROLLABLE FORCES
17.1 Neither Party shall be considered to be in default in
the performance of any of the provisions contained
in this Agreement, except for obligations to pay money,
when and to the extent failure of performance shall be
caused by an Uncontrollable Force.
17.2 If either Party because of an Uncontrollable Force
is rendered wholly or partly unable to perform its
Page 33 of 46
obligations under this Agreement, 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),
Page 34 of 46
(4) when the nonperforming Party is able to resume
performance of its obligations under this Agreement,
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 Appendix B.2, Section 8.3.
17.3 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 Agreement 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.
18. NOTICES
Except as otherwise specifically provided herein, any
notice from one Party to the other, shall be given in,
writing and shall be deemed to be given as of the date
Page 35 of 46
the same is enclosed in a sealed envelope, addressed to
the other by certified first class mail, postage prepaid,
and deposited in the United States Mail. For the purposes
of this Section 18, such notices shall be mailed to the
following respective addresses or to such others as may
be hereafter designated by either Party:
Southern California Edison Company
Post Office Box 800
Rosemead, California 91770
Attention: Secretary
Tenneco Oil Company
P.O. Box 9909
Bakersfield, CA 93389
Attention: Division Production Engineer
19. NONDEDICATION OF FACILITIES
Neither Party, by this Agreement, dedicates any part of
its facilities involved in this Project to the public or
to the service provided under this Agreement, and such
service shall cease upon termination of this Agreement.
20. PREVIOUS COMMUNICATIONS
This Agreement contains the entire agreement and
understanding between the Parties, their agents and
employees as to the subject matter of this Agreement, 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 Agreement.
Page 36 of 46
21. Nonwaiver
None of the provisions of this Agreement shall be considered
waived by either Party except when such waiver
is given in writing. The failure of either Party to
insist in any one or more instances upon strict
performance of any of the provisions of this Agreement or
to take advantage of any of its rights hereunder shall
not be construed as a waiver of any such provisions or
the relinquishment of any such rights for the future, but
the same shall continue and remain in full force and effect.
22. SUCCESSORS & ASSIGNS
Neither Party shall voluntarily assign its rights nor
delegate its duties under this Agreement, 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 Agreement.
Page 37 of 46
23. EFFECT OF SECTION HEADINGS
Section headings appearing in this Agreement are intended
for convenience only, and shall not be construed as
interpretations of text.
24. GOVERNING LAW
This agreement shall be interpreted, governed and
construed under the laws of the State of California or
the United States as applicable as if executed and to
be performed wholly within the State of California.
Page 38 of 46
PART II: INTERCONNECTION FACILITIES
1. INTERCONNECTION FACILITIES DESIGN
1.1 The Interconnection Facilities shall be designed,
installed, operated and maintained at Seller's expense
pursuant to the appendix indicated in Section 2, Part II.
The design, installation, operation and maintenance of the
Interconnection Facilities shall be in accordance with the
terms and conditions of the elected appendix and Edison's
Tariff Rule No. 21.
1.2 The cost for the Interconnection Facilities set
forth in the appendices specified in Section 2.3,
Part II are estimates only for Seller's information
and will be adjusted to reflect recorded costs after
installation is complete; except thatl 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.
1.3 Seller, at no cost to Edison, shall acquire all
permits and approvals, and complete or have
completed all environmental impact studies
necessary for the construction, operation, and
maintenance of the Interconnection Facilities.
Page 39 of 46
2. OWNERSHIP AND OPERATION OF INTERCONNECTION FACILITIES
2.1 Seller shall not commence parallel operation of the Generating Facility
until written approval for operation of the Interconnection Facility has been
given by 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 30 days of receipt
of such notice. If the facilities do not pass Edison's inspection, Edison
shall provide in writing the reasons for this failure within five days of
the inspection.
2.2 Edison shall own, operate and maintain the Interconnection
Facility as provided below.
2.3 Seller elects (check appropriate Appendix):
( ) Appendix A.1 - Interconnection Facilities -
Added Facilities Basis (Edison designs, purchases,
constructs, owns, operates and maintains Interconnection
Facilities. The Interconnection Facilities costs will
then be charged to Seller on an added facilities
Page 40 of 46
basis pursuant to Tariff Rule No. 2.H.)
(x) Appendix A.2 - Interconnection Facilities -
Capital Contribution Basis (Seller provides capital prior
to construction. Edison designs, purchases and constructs
the Interconnection Facilities. Seller pays maintenance and
operation Fees to Edison.)
( ) Appendix A.3 - Interconnection Facilities -
Seller Owned and Operated Facility (Seller designs,
purchases, constructs, owns, operates and maintains
Interconnection Facilities and assumes additional
and full responsibility therefore.)
2.4 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 2.3, Part II.
Page 41 of 46
PART III: PURCHASE AND PAYMENT PROVISIONS
1. POWER PURCHASE AND SALE
1.1 Seller hereby agrees to sell to Edison and Edison
hereby agrees to Purchase from Seller at the Point of
Interconnection, the Energy delivered by Seller to Edison
hereunder.
1.1.1 Seller shall begin delivery of Energy on or
before the expected date of Firm Operation. Such
Energy shall be paid for by Edison pursuant to the
terms and conditions of this Agreement and its
Appendices.
1.1.2 If at any time Energy can be physically
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 at its sole discretion and risk shall have
the right to deliver said Energy to Edison and
shall receive payment from Edison for said Energy
only, pursuant to payment provisions in this Part III.
However, unless and until all required licenses an
approvals have been obtained, Seller may discontinue
deliveries at any time.
Page 42 of 46
1.2 Seller shall sell to Edison and Edison shall
purchase from Seller an amount of Contract Capacity
as specified under Section 2.1, Part I or such Contract
Capacity as adjusted pursuant to Section 1.2.2 below.
1.2.1 Such Contract Capacity shall be paid for by
Edison pursuant to the terms and conditions of this
Agreement and its Appendices.
1.2.2 Seller shall demonstrate the ability to provide
Edison the specified Contract Capacity within 30 days
of the date of Firm Operation in a manner pursuant to
Sections 11.2.2 and 11.2.3, Part I. If Seller fails to provide
the Contract Capacity, the Contract Capacity shall be
reduced pursuant to a written agreement of the Parties.
1.3 Adjustment to Contract Capacity
1.3.1 Seller may increase the Contract Capacity
with the approval of Edison and receive
payment for the additional capacity thereafter
in accordance with the Contract Capacity Price
for the remaining Contract Term.
Page 43 of 46
1.3.2 Seller may reduce the Contract Capacity at any
time by giving notice thereof to Edison. Edison may
reduce the Contract Capacity as a result of appropriate
tests, studies, or prior performance. The amount by which
the Contract Capacity is reduced shall be deemed a
reduction in Contract Capacity under Section 5, Part 1.
1.3.3. Either partly may request, the other party to
agree in writing to a new Contract Capacity whenever
it appears that it has changed for any reason.
2. PROCEDURE FOR MONTHLY PAYMENT
2.1 Edison shall mail to Seller not later than 30 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.
2.2 If the monthly payment period involves portions
of two different published Energy payment schedule
periods the monthly Energy payment shall be
Page 44 of 46
prorated on the basis of the percentage of days at each price.
2.3 If within 30 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.
Page 45 of 46
PART IV: GENERAL AGREEMENT
1. AGREEMENT AND SIGNATURE
1.1 The Parties agree to the provisions provided in this
Agreement and corresponding Appendices referenced herein.
1.2 This Agreement is executed in two counterparts,
each of which shall be deemed an original. The
signatories hereto represent that they have been
appropriately authorized to enter into this
Agreement on behalf of the Party for whom they
sign. This Agreement is hereby executed as of
this 20th day of December, 1985.
SOUTHERN CALIFORNIA EDISON COMPANY
By s/s Edward A. Meyers Jr.
EDWARD A. MYERS, Jr. Vice President
TENNECO OIL CO
By s/s Robert T. Bogan
Name Robert T. Bogan
Title Vice Pres. & Div. Gen'l Manager
Page 46 of 46
TENNECO OIL COMPANY - PHASE I
SCE STANDARD FIRM POWER PURCHASE AGREEMENT
APPENDIX A.1
INTERCONNECTION FACILITIES - ADDED FACILIITES BASIS
A.1.1 Seller acknowledges that Seller has read Edison's Tariff
Rule No. 21 and the QFMP and understands Seller's obligations
and the consequences, as set forth in the QFMP and Part 1,
Section 6 of the Power Purchase Agreement, for failure to
satisfy any of the milestones in the QFMP.
A.1.2 In the event Seller loses its priority for existing
available Edison line capacity, Seller shall, pursuant to
Edison's Tariff Rule No. 21, be obligated to pay any additional
cost for upgrades or additions necessary to accommodate Seller's
deliveries. In such event, Edison and Seller shall amend this
Agreement to reflect the conditions resulting from the change in
priority.
A.1.3 Edison shall design, purchase, construct, own, operate
and maintain all Interconnection Facilities at Seller's expense.
The cost of the removable facilities portion of the
Interconnection Facilities and the operation and maintenance
thereof shall be paid by Seller on an added facilities basis
pursuant to the attached Application and Contract for
Interconnection Facilities.
Page A.1 1 of 2
A.1.4 Seller shall pay to Edison the total estimated cost for
the nonremovable facilities portion of the Interconnection
Facilities prior to the start of construction of the
Interconnection Facilities. The costs of operation and
maintenance shall be paid by Seller pursuant to the attached
Application and Contract for Interconnection Facilities.
A.1.5 To the extent that Edison deems it necessary to effect
the arrangements contemplated by this Agreement, Edison may,
from time to time, design, install, operate, maintain, modify,
replace, repair or remove any or all of the Interconnection
Facilities. Any additions, modifications or replacement of
equipment shall be treated as Interconnection Facilities. The
cost of any addition, modification or replacement shall be added
to the Interconnection Facilities contract by amendment.
Equipment and/or Protective Apparatus which, in the opinion of
Edison, is no longer required, shall be deleted from the
Interconnection Facilities Contract.
Page A.1 2 of 2
Attachment to Appendix A.1
TENNECO OIL COMPANY - PHASE I
SCE STANDARD FIRM POWER PURCHASE AGREEMENT
APPLICATION AND CONTRACT FOR INTERCONNECTION FACILITIES
PLUS OPERATION AND MAINTENANCE
The undersigned Seller hereby requests the Southern
California Edison Company (Edison) to provide the facilities
described on the last page hereof which are by this reference
incorporated herein and are hereinafter called "Interconnection
Facilities." Interconnection Facilities as defined and used
herein are a group of Added Facilities (see Rule No. 2.H). which
have been designated as Interconnection Facilities, to
accommodate negotiation and preparation of contracts for
parallel generation projects. Furthermore, for purposes of the
cost allocations as provided in this agreement, such
Interconnection Facilities shall be classified as either
"Removable Facilities" or "Non-Removable Facilities" as
described on the last page of this agreement. Interconnection
Facilities, as are Added Facilities, shall be provided in
accordance with the applicable Tariff Schedules of Edison. Such
Interconnection Facilities shall be owned, operated and
maintained by Edison.
In consideration of Edison's acceptance of this
application, Seller hereby agrees to the following:
1. Seller shall pay a monthly charge for the removable
facilities portion of the Interconnection Facilities in the
amount of 1.7% of the added investment as determined by Edison
and as entered by Edison on the last page hereof. The monthly
charge shall be adjusted
Page 1 of 9
periodically in accordance with the
prorata operation and maintenance charges for added facilities
pursuant to Rule No. 2.H.2.C. The monthly charge may be based
upon estimated costs of the removable facilities portion of the
Interconnection Facilities and when the recorded book cost of
the removable facilities portion of the Interconnection
Facilities has been determined by Edison, the charges shall be
adjusted retroactively to the date when service is first
rendered by means of such Interconnection Facilities.
Additional charges resulting from such adjustment shall, unless
otherwise mutually agreed, be payable within thirty (30) days
from the date of presentation of a bill therefor. Any credits
resulting from such adjustment shall, unless otherwise mutually
agreed, be refunded within thirty (30) days following demand of
Seller.
2. Seller shall pay to Edison, prior to the start of
construction of the Interconnection Facilities, the total
estimated costs for the nonremovable facilities portion of the
Interconnection Facility as determined by Edison. The estimated
costs for the Interconnection Facilities, as entered on the last
page hereof, shall be determined by Edison. In the event Seller
abandons its plans for installation of such Interconnection
Facility, for any reason whatsoever, including failure to obtain
any required permits, Seller shall reimburse Edison upon
Page 2 of 9
receipt of supporting documentation for any and all expenses
incurred by Edison pursuant to this agreement within thirty
(30) days after presentation of a bill.
3. Seller shall pay a monthly operation and maintenance
charge for the nonremovable facilities portion of the
Interconnection Facilities' operation and maintenance in the
amount of 0.9% of the added investment as determined by Edison
and as entered by Edison on the last page hereof. The monthly
charge shall be adjusted periodically in accordance with the
pro-rata operation and maintenance charges for added facilities
pursuant to Rule No. 2.H.2.b. The monthly charge may be based
upon estimated costs of the nonremovable facilities portion of
the Interconnection Facilities and when the recorded book cost
of the nonremovable facilities portion of the Interconnection
Facilities has been determined by Edison, the charges shall be
adjusted retroactively to the date when such Interconnection
Facilities are available for use. Additional charges resulting
from such adjustment shall, unless other terms are mutually
agreed upon, be payable within thirty (30) days from the date of
presentation of a bill therefor. Any credits resulting from
such adjustment shall, unless otherwise mutually agreed, be
refunded within thirty (30) days following demand of Seller.
Page 3 of 9
4. Whenever a change is made in the removable facilities
portion of the Interconnection Facilities which results in
changes in the added investment, the monthly charge shall be
adjusted on the basis of the revised added investment. The
description of the Interconnection Facilities shall be amended
by Edison to reflect any changes in equipment, installation and
removal cost, amount of added investment, and monthly charge
resulting from any such change in the removable facilities
portion of the Interconnection Facilities or adjustment as
aforesaid.
5. Whenever a change is made in the nonremovable facilities
portion of the Interconnection Facilities which results in
changes in the added equipment investment, the cost of such
change shall be payable by Seller within sixty (60) days from
the date of presentation of a bill therefore. The description
of the Interconnection Facilities shall be amended by Edison to
reflect any changes in equipment, installation and removal cost,
and amount of added investment. If required, the monthly charge
resulting from any such change in the nonremovable facilities
portion of the Interconnection Facilities shall be adjusted on
the basis of the revised added investment.
6. All monthly charges payable hereunder shall commence upon
the date when said Interconnection Facilities are available for
use and shall first be payable fifteen (15) days after Edison
submits the first bill therefore and
Page 4 of 9
shall continue until the abandonment of such Interconnection
Facilities by Seller, subject to the provisions of
Paragraphs 2. And 7. hereof.
7. If the interconnection Facilities are abandoned by
termination of service or otherwise, prior to five (5) years
from the date Seller's Generating Facility is operational,
Seller shall pay to Edison estimated cost of equipment and
installation plus the cost of removing the removable facilities
portion of the Interconnection Facilities less the estimated
salvage value, within thirty (30) days after presentation of a
bill therefor. Alternatively, Seller may pay to Edison, as a
single payment, the sum of the monthly charges from paragraphs
1, 3, 4 and 5 hereof for the period beginning on the date on
which said facilities are to be removed and ending on a date
five (5) years from the date on which monthly charges commenced
pursuant to provisions of paragraphs 4 and 5 hereof. Such
alternative payment shall be made not later than thirty (30)
days prior to the date on which Edison is to remove the
Interconnection Facilities. If the Interconnection Facilities
have been only partially constructed prior to such abandonment,
Seller agrees to pay to Edison the amount expended by Edison
(not exceeding the estimated installation and removal cost) for
installing and removing the partially constructed
Interconnection Facilities within thirty (30) days after
Page 5 of 9
presentation of a bill therefor. If the Interconnection
Facilities are abandoned solely by Edison at any time prior to
or within the five (5) year term of this agreement, as of the
date of abandonment, Seller's obligation to pay Interconnection
Facilities charges, pursuant to paragraph 1, shall terminate and
Seller shall not have any obligation to pay the charges
described in this paragraph 7.
8. Seller shall provide evidence, to Edison's satisfaction,
of Seller's ability to perform its obligations pursuant to
Paragraph 7 above, within ninety (90) days after Edison has
provided Seller with Edison's cost for the Interconnection
Facilities and the estimated removal costs of Interconnection
Facilities. Seller shall provide to Edison said evidence by
means of a performance bond or other evidence as agreed to by
both Parties.
9. Seller agrees to utilize said Interconnection Facilities
in accordance with good operating practice and to reimburse
Edison for damage to said Facilities occasioned or caused by the
Seller or any of his agents, employees or licensees. Failure so
to exercise due diligence in the utilization of said
Interconnection Facilities shall give Edison the right to
terminate this contract, to remove said facilities and to demand
immediate reimbursement for the equipment installation and
removal costs, less the
Page 6 of 9
estimated salvage value if the facilities are removed within
five (5) years from the date of this contract.
10. Edison's performance under this Contract is subject to
the availability of materials required to provide the
Interconnection Facilities provided for herein and to all
applicable Tariff Schedules of Edison.
11. The parties also understand and agree that due to
equipment acquisition lead time and construction time
requirements, Edison requires a minimum of 6 months from the
time of authorization to construct the aforementioned
Interconnection Facility and place it in operation. Edison
shall have no obligation to Seller with regard to any target
date established by Seller which is less than eighteen (18)
months from the date this application is executed. However,
Edison shall exercise its best effort to meet Seller's projected
operational date.
12. (If applicable) This Contract for Interconnection
Facilities supplements the appropriate application and
contract(s) for electric service presently in effect between
Seller and Edison.
Page 7 of 9
13. This Contract shall to the extent provided by law at all
times be subject to such changes or modifications by the Public
Utilities Commission of the State of California as said
Commission may, from time to time, direct in the exercise of its
jurisdiction.
SELLER: Tenneco Oil Company
WITNESS: _______________ BY: _______________________
Robert T. Bogan
Vice President and
Division General Manager
Approved and Accepted for
SOUTHERN CALIFORNIA EDISON COMPANY
By _______________________
Glenn J. Bjorklund
Vice President
DATED: May 22, 1987
Page 8 of 9
TENNECO OIL COMPANY - PHASE I
SCE STANDARD FIRM POWER PURCHASE AGREEMENT
SERVICE
ADDRESS: 25121 North Sierra Highway, Newhall, CA
DATE APPLICANT DESIRES INTERCONNECTION FACILITIES
AVAILABLE: November, 1988
DATE APPLICANT WILL BEGIN CONSTRUCTION OF THE GENERATING
FACILITY: October, 1989 (Last possible date for start of
Construction)
DESCRIPTION OF INTERCONNECTION FACILITIES:
5.6 miles of new 66 kV line on wood poles
66/12 kV substation for 41.6 MW of Cogeneration**
Telecommunications
Metering and telemetering equipment
Modifications of Saugus and Newhall Substations
REMOVABLE FACILITIES PORTION OF THE INTERCONNECTION FACILITIES
TOTAL COST OF INTERCONNECTION Estimated $2,421,600
FACILITIES
ADDED INVESTMENT*: Estimated $2,402,600
INSTALLATION AND REMOVAL COST*: Estimated $1,924,400
ONE-TIME CHARGE: Estimated $ 12,400
NON-REMOVABLE FACILITIES PORTION OF THE INTERCONNECTION
FACILITIES
Seller shall provide all non-removable facilities
* Cost estimates are for information purposes only and are
not binding unless provided in writing by Edison pursuant
to a written request by Seller.
** The 41.6 MW Cogeneration project will consist of Phase I and
Phase II, approximately 20.8 MW each.
Page 9 of 9
SCE STANDARD AGREEMENT
FIRM POWER PURCHASE
APPENDIX A.3
INTERCONNECTION FACILITIES - SELLER OWNED AND OPERATED FACILITY
A.3.1 Seller acknowledges that Seller has read Edison's Tariff
Rule No. 21 and the QFMP and understands Seller's obligation and
the consequences, as set forth in the QFMP and Part 1, Section
25 herein, for failure to satisfy any of the milestones in the
QFMP.
A.3.2 In the event Seller loses its priority under Section 25.4
for existing available Edison line capacity, Seller shall,
pursuant to Edison's Tariff Rule No. 21, be obligated to pay any
additional cost for upgrades or additions necessary to
accommodate Seller's deliveries. In such event, Edison and
Seller shall amend this Agreement to reflect the conditions
resulting from the change in priority.
A.3.3 Seller shall design, purchase, construct, operate and
maintain Seller owned Interconnection Facilities at its sole
expense. Edison shall have the right to review the design as to
the adequacy of the Protective Apparatus provided. Any
additions or modifications required by Edison shall be
incorporated by Seller.
A.3.4 Notwithstanding the provisions of Section 16, Seller,
having elected to own, operate, and maintain the Interconnection
Facilities, shall accept all liability and release Edison from
and indemnify Edison against any liability for faults or damage
to Seller's
Page A.3-1
Interconnection Facility, the Edison electric system
and the public as a result of the operation of Seller's project.
A.3.5 Edison shall have the right to observe the construction
of the Interconnection Facilities, and inspect said facilities
after construction is completed at the Seller's expense.
A.3.6 Facilities which are deemed necessary by Edison for the
proper and safe operation of the Interconnection Facilities and
which Seller desires Edison to own and operate at Seller's
expense shall be provided as appendant facilities. Edison shall
own, operate and maintain any necessary appendant facilities
which may be installed in connection with the Interconnection
Facilities at Seller's expense. Edison may, as it deems
necessary, modify the aforementioned facilities at Seller's
expense.
A.3.7 For the appendant facilities, Seller elects (check on):
__X___ Option I: Edison shall install, own, operate and
maintain the appendant facilities and Seller shall pay to Edison
the total estimated cost for the appendant facilities prior to
the start of construction of the appendant facilities.
______ Option II: Seller shall install at Seller's expense its
portion of the appendant facilities in accordance with Rule 21.
Within 30 days after
Page A.3-2
installation is complete, Seller shall transfer ownership of the
appendant facilities to Edison in a manner acceptable to Edison.
A.3.8 Maintenance of facilities referred to in Section A.3.6
shall be paid by Seller pursuant to the attached Application and
Contract for Interconnection Facilities Plus Operation and
Maintenance ("Contract").
A.3.9 To the extent that Edison deems it necessary to effect
the arrangements contemplated by this Agreement, Edison may,
from time to time, request the Seller to design, install,
operate, maintain, modify, replace, repair or remove any or all
of the Interconnection Facility. Such equipment and/or
Protective Apparatus shall be treated as Interconnection
Facilities and added to the Interconnection Facilities Contract
by amendment pursuant to Section A.3.6.
A.3.10 Edison shall have the right to review any changes in the
design of the Interconnection Facilities and recommend
modification(s) to the design as it deems necessary for proper
and safe operation of the Project when in parallel with the
Edison electric system. The Seller shall be notified of the
results of such review by Edison, in writing, within 30 days of
the receipt of all specifications related to the proposed design
changes. Any flaws perceived by Edison in the proposed design
changes, shall be described in the written notice.
Page A.3-3
Attachment to Appendix A.3
APPLICATION AND CONTRACT FOR INTERCONNECTION FACILITIES
PLUS OPERATION AND MAINTENANCE
The undersigned Seller hereby requests the Southern California
Edison Company (Edison) to provide the appendant facilities
described on the last page hereof and by this reference herein
incorporated, hereinafter called "Interconnection Facilities."
Interconnection Facilities as defined and used herein are a
group of Added Facilities which have been designated as
Interconnection Facilities, to accommodate negotiation and
preparation of contracts for parallel generation projects.
Interconnection Facilities, as are Added Facilities, shall be
provided in accordance with the Applicable Tariff Schedules of
Edison. Such Interconnection Facilities are to be owned,
operated and maintained by Edison.
In consideration of Edison's acceptance of this Contract, Seller
hereby agrees to the following:
1. If Seller elects Option I in Section A.3.7, Seller shall pay
to Edison, prior to the start of construction of the
Interconnection Facilities, the total estimated costs for the
Interconnection Facility as determined by Edison and entered on
the last page hereof. In the event Seller abandons its plans
for installation of such Interconnection Facility, for any
reason whatsoever, including failure to obtain any required
permits, Seller shall reimburse Edison upon receipt of
supporting documentation for any and all
Page 1 of 6
expenses incurred by Edison pursuant to this Contract within
thirty (30) days after presentation of a bill. In the event
Seller has prepaid the total estimated costs for the
Interconnection Facility as provided herein, prior to
abandonment, Edison will account to Seller for monies expended
to the date of the abandonment of the plans for installation
within 30 days after Notice of Abandonment has been served on
Edison.
2. If Seller elects Option II in Section A.3.7, Edison shall
have the right to observe the construction of the
Interconnection Facilities and inspect and test said facilities
after construction is completed at the Seller's expense.
3. The parties also understand and agree that due to equipment
acquisition lead time and construction time requirements, Edison
requires a minimum of twenty-four (24) months from the time of
authorization to construct the aforementioned Interconnection
Facility and place it in operation. Edison shall have no
obligation to Seller with regard to any target date established
by Seller which is less than twenty-four (24) months from the
date this Contract is executed. However, Edison shall exercise
its best efforts to meet Seller's projected operational date.
4. Seller shall pay a monthly charge for the Interconnection
Facilities' operation and maintenance in the amount of 0.9% of
the added equipment investment as determined by
Page 2 of 6
Edison and as entered by Edison on the last page hereof. The
monthly charge shall be adjusted periodically in accordance
with the pro-rata operation and maintenance charges for added
facilities pursuant to Rule No. 2.H. The monthly charge may
be based upon estimated costs of the Interconnection Facilities
and when the recorded book cost of the Interconnection Facilities
has been determined by Edison, the charges shall be adjusted
retroactively to the date when service is first rendered by means
of such Interconnection Facilities. Upon request by Seller, Edison will
supply documentation of any periodic adjustments to the monthly
charge. Additional charges resulting from such adjustment
shall, unless other terms are mutually agreed upon, be payable
within thirty (30) days from the date of presentation of a bill
therefor. Any credits resulting from such adjustment will,
unless other terms are mutually agreed upon, be refunded upon
demand of Seller.
5. Whenever a change is made in the Interconnection Facilities
which results in changes in the added equipment investment, the
monthly charge will be adjusted on the basis of the revised
added equipment investment. The cost of such change shall be
payable by Seller within sixty (60) days from the date of
presentation of a bill thereof. The description of the
Interconnection Facilities will be amended by Edison and
initialed by
Page 3 of 6
Seller on the last page hereof to reflect any changes in
equipment, installation and removal cost, amount of
added equipment investment, and monthly charge resulting from
any such change in the Interconnection Facilities or adjustment
as aforesaid. However, the charge for the change in the
Interconnection Facilities shall be payable by Seller not
withstanding Seller's failure to initial the Amendment as
provided herein.
6. The monthly charges payable hereunder shall commence upon
the date when said Interconnection Facilities are available for
use but not before service is first established and rendered
through Edison's normal facilities and shall first be payable
within 30 days when Edison shall submit the first energy bill
after such date and shall continue until the abandonment of such
Interconnection Facilities by Seller, subject to the provisions
of Paragraphs 5. and 6. hereof.
7. Seller agrees to utilize said Interconnection Facilities in
accordance with good operating practice and to reimburse Edison
for damage to said Facilities occasioned or caused by the Seller
or any of his agents, employees or licensees. Failure so to
exercise due diligence in the utilization of said
Interconnection Facilities upon written notice of same to
Seller, will give Edison the right to terminate this Contract.
Page 4 of 6
8. Edison's performance under this Contract is subject to the
availability of materials required to provide the
Interconnection Facilities provided for herein and to all
applicable Tariff Schedules of Edison.
9. This Application and contract for Interconnection Facilities
supplements the appropriate application and contract(s) for
electric service presently in effect between Seller and Edison.
10. This Contract shall at all times be subject to such changes
or modifications by the Public Utilities Commission of the State
of California as said Commission may, from time to time, direct
in the exercise of its jurisdiction.
DATED: 8/25/1986 SELLER: TENNECO OIL COMPANY
WITNESS: By: Robert T. Bogan
Mail (Address)
Approved and Accepted for
SOUTHERN CALIFORNIA EDISON COMPANY
By: Glenn J. Bjorklund
Vice President
Page 5 of 6
SELLER: Tenneco Oil Company
SERVICE ADDRESS: 25121 North Sierra Highway, Newhall, CA
DATE APPLICANT DESIRES INTERCONNECTION FACILITIES
AVAILABLE: July 1, 1988 (Phase I)
DATE APPLICANT WILL BEGIN CONSTRUCTION OF THE GENERATING
FACILITY: July 1, 1986 (Phase I)
DESCRIPTION OF INTERCONNECTION FACILITIES: (Phase I and II)
(See attached single line electrical schematic)
5.6 miles of new 66 kv line on wood poles
66/12 kv Substation for 41.6 MW cogeneration**
Telecommunication
Metering and telemetering equipment
Modifications of Saugus and Newhall Substations
SELLER SHALL FURNISH:
All non-removable facilities
2-22.4 MVA Transformers
1-Low-Side circuit breaker
Payment shall be made according to the following schedule:
15% When Interconnect is signed
35% First quarter 1987
50% First quarter 1988
TOTAL COST OF INTERCONNECTION FACILITIES*: ESTIMATED $2,421,600
ADDED INVESTMENT*: ESTIMATED $2,402,600
ADDED INVESTMENT: RECORDED BOOK COST $----
ESTIMATED INSTALLATION AND REMOVAL COST*: $1,924,400
ONE-TIME CHARGE: $19,000
DATE SERVICE FIRST RENDERED BY MEANS OF THE INTERCONNECTION
FACILITIES:
** Such 41.6 MW cogeneration project will be in Phases - Phase I
and Phase II, approximately 20.8 MW facility each.
* Cost estimates are for information purposes only and are not
binding unless provided in writing by Edison pursuant to a
written request by Seller.
Page 6 of 6 Attachment to Appendix A.3
NEWHALL PHASE I
APPENDIX B.1
ENERGY PURCHASE PROVISION
1. Seller shall receive a monthly payment for Energy purchased
by Edison based on Edison's full avoided operating costs approved
by the Commission throughout the Contract Term and updated
periodically with Commission approval. Data used to derive Edison's
full avoided costs will be made available to the Seller to the extent
specified by Seller upon request.
Seller's monthly Energy payment shall be the sum of payments for Energy
purchased during the on-peak, mid-peak and off-peak periods as those
periods are defined in Edison Tariff Schedule No. TOU-8.
Payment shall be calculated as follows:
MONTHLY ENERGY PAYMENT = On-Peak Period Energy Payment
? Mid-Peak Period Energy Payment + Off-Peak Period Energy Payment
Where:
PERIOD ENERGY PAYMENT = (Avoided Operating Cost per kwh by Period)
x (Period kwh Delivered by Seller and
Purchased by Edison)
x (Energy Loss Adjustment Factor).
2. Edison shall not be obligated to accept or pay for and may
request Seller whose Generating Facility is 1 MW or greater to
discontinue or reduce delivery of Energy during periods when
purchases under this Agreement would result in costs greater
than those which Edison would incur if it did not purchase
Energy from Seller but instead generated from another source an
equivalent amount of energy. When possible, Edison shall make a
reasonable effort to sell excess energy before requesting Seller
to discontinue or reduce Energy delivery. Also when possible,
Edison shall give Seller reasonable notice of the possibility
that Seller may be requested to discontinue or reduce Energy
delivery pursuant to this Section.
3. When the Edison Electric System demand would require that
hydro-energy be spilled to reduce generation, Seller will be
paid a hydro savings payment for Energy delivered. When Edison
anticipates such periods, Edison shall notify Seller that a
hydro savings payment period is possible. The payment will be
calculated when a hydro spill condition occurs, and shall be
determined as follows:
HYDRO SAVINGS PAYMENTS =
(Projected kwh from Qualifying) _ (Required Hydro kwh Spill to)
(Facilities per Period ) (Reduce Generation per Period)
(Projected kwh from Qualifying Facilities per Period)
x (Period Energy Payment).
Note: If the result of the Hydro Savings Payment calculation is less than
or equal to zero, no Hydro Savings Payment shall be made to Seller.
NEWHALL PHASE I
APPENDIX B.2
FIRM POWER PURCHASE PROVISION
CAPACITY PAYMENTS FOR FIRM POWER PURCHASES
1. The power purchase provisions in this Appendix shall become
effective on the date of Firm Operation specified in this
Agreement.
2. Seller shall be paid for Contract Capacity delivered to
Edison on a monthly basis. Payments will be based on the
Standard Offer No. 2 Capacity Payment Schedule (Seller to select
one of the following)
_X__ in effect at the time of execution of this Agreement or
____ in effect on the date of Firm Operation of the first
generating unit.
Capacity payment schedule will be based on Edison's full avoided
operating costs as approved by the Commission, throughout the
life of this Agreement. Data used to derive Edison's full
avoided costs will be made available to the Seller, to the
extent specified by Seller, upon request.
3. The Contract Capacity Price of $153/kw-yr shall be used to
determine payment in this Agreement.
4. PAYMENT OPTION
4.1 Seller has two options for calculation of Contract
Capacity payments. Such options, herein referred to as Option
No. 1 and No. 2, are described below in this Section. Seller
hereby elects:
_____ Option No. 1, Section 5
__X__ Option No. 2, Section 6.
4.2 Seller may change the option for Contract Capacity payment
only with Edison's consent.
5. PAYMENT OPTION 1 - PERFORMANCE BASED ON
AVAILABILITY/DISPATCHABILITY
5.1 Minimum Performance Requirement in Option 1 to receive full
capacity payments.
5.1.1 The Generating Facility must be dispatchable to Edison
upon request, and meet the following conditions:
i) The Generating Facility must be available during all on-
peak hours of each Peak Month except during hours of allowable
Forced Outage (Section 5.1.4).
ii) The Generating Facility must be available for all other
hours of the year except during hours of allowable maintenance
(Section 7) and during hours of allowable Forced Outage (Section
5.1.4).
iii) The Generating Facility must maintain an adequate fuel
supply.
5.1.2 Telemetering or other suitable means of communication
between the Generating Facility
Page B.2-2
and the Edison dispatch center shall be provided at Seller's expense.
5.1.3 The measure of availability shall be the performance during
the hours that the Generating Facility is dispatched, ignoring energy
produced over the rated capacity of the Generating Facility.
Dispatching requests can only increase power production, and only up
to the Contract Capacity.
5.1.4 The Seller is allowed a 20% Forced Outage rate for the on-peak
hours of each Pak Month, a 20% Forced Outage rate for the mid- and
off-peak hours of each Peak Month, and a 20% Forced Outage rate for the
hours of each non-Peak Month. Except during the Peak Months, Seller may
accumulate and apply the 20 percent allowance for Forced Outage for any
consecutive three month period.
5.2 Payment Provision in Option 1
5.2.1 When the requirements of Section 5.1 are met, the payment is:
MONTHLY CAPACITY PAYMENT = (Contract Capacity Price)
x (1/12)
x (Contract Capacity)
5.2.2 When the requirements of Section 5.1 are not met, the monthly payment
is:
Page B.2-3
MONTHLY CAPACITY PAYMENT = (Contract Capacity Price)
x (Contract Capacity)
x (1/12)
x (Availability/.8).
(cannot be greater than 1)
5.3 Payments in excess of 100% of Contract Capacity Price.
5.3.1 Bonus During Peak Months
For a Peak Month, the Seller will receive a bonus if
1) The performance requirements of Section 5.1 have been met; and,
2) The on-peak availability exceeds 85%.
5.3.2 Bonus During Non-Peak Months
In a non-Peak Month, the Seller will receive a bonus if
1) The performance requirements of Section 5.1 have been met;
2) The on-peak availability for each of the year's Peak Months was at least
85%; and
3) The on-peak availability exceeds 85%.
5.3.3 Bonus Payment
For any eligible month, the bonus payment will be calculated according
to the following formula.
MONTHLY BONUS PAYMENT = (1.2 x on-peak availability - 1.02)
X (1/12) Contract Capacity Price
X Contract Capacity
Page B.2-4
5.3.4 Total monthly capacity payment when a bonus is earned shall be the
sum of the monthly capacity payment (Section 5.2.1) and the monthly bonus
payment (Section 5.3.3).
6. PAYMENT OPTION 2 - PERFORMANCE BASED ON CAPACITY FACTOR
Minimum performance Requirement in Option 2 to receive full capacity payments.
6.1.1 The Contract Capacity shall be delivered for all of the on-peak hours
as defined in Tariff Schedule No. TOU-8 in each of the Peak Months subject
to a 20% allowance for Forced Outages for each month.
6.1.2 There is no minimum performance requirement for the rest of the year.
6.2 Payment Provision in Option 2
The monthly capacity payment shall be calculated as the sum of the on-peak,
mid-peak, and off-peak capacity payments. Each capacity period payment is
calculated as follows:
Page B.2-5
MONTHLY CAPACITY PERIOD = (Contract Capacity Price)
PAYMENT x (Conversion to Monthly Payment)
x (Contract Capacity)
X (Period Performance Factor)
Where:
PERIOD PERFORMANCE FACTOR =
Period kwh Purchased by Edison*
0.8 x (Contract Capacity) x (Period Hrs. - Allowable Maintenance
Hrs.)
(The Period Performance Factor cannot exceed 1).
Conversion to Monthly Payments: The following factors convert
Contract Capacity Price to monthly payments by time period of
delivery. These conversion factors will be subject to periodic
change as approved by the Commission.
SUMMER PERIOD WINTER PERIOD
On-peak .13125 .02094
Mid-peak .00267 .01054
Off-peak .00000 .00127
6.3 Payments in excess of 100% of Contract Capacity Price
6.3.1 Bonus During Peak Months
For a Peak Month, the Seller will receive a bonus if
1) The Performance Requirements of Section 6.1 have been met;
and
2) The on-peak capacity factor exceeds 85%.
* Only by mutual consent can the kilowatthours used in this Period Performance
Factor calculation be delivered to Edison at a rate of delivery greater than
the Contract Capacity.
Page B.2-6
6.3.2 Bonus During Non-Peak Months
1) The performance requirements of Section 6.1 have been met;
2) The on-peak capacity factor for each of the year's Peak Months was
at least 85%; and
3) The on-peak capacity factor exceeds 85%.
6.3.3 Bonus Payment
For any eligible month, the bonus payment is the following:
BONUS PAYMENT = (1.2 x on-peak capacity factor - 1.02)
X Contract Capacity Price
X (1/12)
X Contract Capacity
Where:
ON-PEAK CAPACITY FACTOR =
On-Peak kwh Purchased by Edison/
(Contract Capacity) x (Period Hrs. - Allowable Maintenance Hrs.)
6.3.4 The monthly capacity payment when a bonus is earned shall be the sum of
the monthly capacity payment (Section 6.2) and the monthly bonus payment
Section 6.3.3).
7. SCHEDULED MAINTENANCE ALLOWANCES
The allowance for scheduled maintenance is as follows:
7.1 Outage periods for scheduled maintenance shall not exceed
840 hours (35 days) in any 12-month period. This allowance may
be used in increments of an hour or longer on a consecutive or
nonconsecutive basis.
Page B.2-7
7.2 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.
8. FAILURE TO MEET MINIMUM PERFORMANCE REQUIREMENTS
8.1 Except when caused by Uncontrollable Forces, if Seller
fails to meet the minimum performance requirements as set forth
in Sections 5.1 and 6.1. The following shall apply:
8.1.1 Seller may be placed on probation for a period not to
exceed 15 months or as otherwise agreed to by the Parties.
During this period, the monthly capacity payment will be based
on the level of capacity actually delivered.
8.1.2 If Seller meets or demonstrates to Edison pursuant to
Section 11, Part I that it can meet its minimum requirement
during the probationary period, Edison shall reinstate regular
capacity payments.
8.1.3 If Seller fails to meet its minimum requirements during
the probationary period, Edison may derate the Contract Capacity
to the greater of the capacity actually delivered when the
minimum requirements were not met, or the capacity at which
Seller is reasonably likely to meet the minimum requirements.
Page B.2-8
In either case, the quantity by which the Contract Capacity is
reduced shall be considered terminated without prescribed notice
as provided in Section 5.5, Part I.
8.2 If Seller is prevented from meeting the minimum performance
requirement because of a Forced Outage on the Edison system or a
request to cease or curtail delivery under Section 2, Appendix B.1,
Edison shall continue capacity payments. Under Option 2,
capacity payments will be calculated in the same manner used for
scheduled maintenance outages.
8.3 If deliveries are interrupted or reduced because of
Uncontrollable Forces, Edison shall continue capacity payments
for 90 days form the occurrence of the Uncontrolled Force event.
If Seller has chosen Option 2 as a method for capacity payments,
payments due during a period of interruption or reduction by
reason of an Uncontrolled Force, shall be calculated in the same
manner used for scheduled maintenance outages.
8.4 Adjustment for Hydroelectric Facility Hydroelectric
facilities which have their Contract Capacity based on the five
dry-year average, shall not have their Contract Capacity
terminated or derated when their failure to meet minimum
performance requirements is due solely to the occurrence of a
dry year which is
Page B.2-9
drier than the five dry-year average. During drier-year
conditions, the Seller shall be paid for the amount of capacity,
if any, actually delivered. Capacity payments shall resume at
the Contract Capacity Price when hydro conditions once again
reach the level used to determine the capacity ratings.
9. EXAMPLES OF TERMINATION CALCULATIONS
9.1 Example 1
Termination with Prescribed Notice
Assumptions:
1) Power delivery starts in January 1985 on a 20-year Contract
Term for a Contract Capacity of 50 MW. Contract Capacity Price
is $132/kW-yr.
2) In January 1987, Seller notifies Edison that the Contract
Capacity will be reduced to 20 MW in January 1990. The Adjusted
Capacity Price for the capacity being terminated (30 MW) is
$93/kW-yr.
3) Federal Reserve Board three months prime commercial paper
rate is 1% per month.
4) Seller is under Option 1 for capacity payment.
5) Prescribed notice required is 36 months.
Resulting Action:
Capacity Payment Adjustment (Section 5.4.3, Part I)
For a period from January 1987 to January 1990, the capacity
price for the 50 MW will be $109/kW-yr, the
Page B.2-10
weighted average of $132 and $93 calculated as follows:
(20/50) x $132 + (30/50) x $93 = $109/kW-yr
Starting January 1990 the Contract Capacity Price will return to
$132/kW-yr but for only 20 MW.
Capacity Overpayment Refund (Section 5.4.2,Part I)
The Seller must also repay to Edison the overpayments made in
1985 and 1986 on the 30 MW portion of the contract which is
being terminated, at the rate of $39/kW-yr ($132 - $93).
Since under Option 1, (1/12) of the capacity is paid each month,
the overpayment consists of 24 monthly payments made between
January 1985 and December 1986, each amounting to:
$39/kW-yr x (1/12) x 30,000 kW = $97,500/month
This annuity of 24 payments has a present value in January 1985
of
$97,500 x 1 = $97,500 x 1
Capital Recovery Factor 0.01
1
1 - (1.01) 24
= $2,071,230
The value of this annuity (including interest) in January 1987, the amount
payable to Edison becomes $2,071,230 x Compound Amount Factor = $2,071,230
x (1.01)24= $2,629,913
Page B.2-11
9.2 Example 2
Termination Without Prescribed Notice
Assumptions:
(1) Power delivery starts in January 1985 on a 20-year Contract Term for
a Contract Capacity of 50 MW. Contract Capacity Price is $132/kW-yr.
(2) In January 1987, Seller notified Edison that the Contract Capacity
will be reduced to 20 MW in January 1988. The Adjusted Capacity Price
for the capacity being terminated (30 MW) is $88/kW-yr.
(3) Federal Reserve Bond three months prime commercial paper rate is 1%
per month.
(4) Seller is under Option 1 for capacity payment.
(5) The capacity price for a Contract Term of seventeen (17) years with
a delivery date of 1988 will come from the capacity table in effect at the
time of the termination notice. Assume this value is $158/kW-yr.
(6) Prescribed notice required is 36 months.
Resulting Action:
Capacity Payment Adjustment (Section 5.4.3, Part I)
For period from January 1987 to January 1988, the capacity price for
the 50 MW will be $106/kW-yr, the weighted average of $132 and $88
calculated as follows:
Page B.2-12
(20/50) x $132 + (30/50) x $88 = $106/kW-yr
Starting January 1988, the capacity price will return to $132/kW-yr,
but for only 20 MW.
Capacity Overpayment Refund (Section 5.4.3, Part I)
The amount of capacity overpayment refund to be made to Edison by Seller
is $2,967,082. (For calculation of this payment amount see Capacity
Overpayment Refund section of the termination with prescribed notice
example, Section 9.1).
Capacity Replacement Cost (Section 5.5.2, Part I)
The Seller must also pay Edison a one time capacity replacement cost of
$1,560,000 calculated as follows:
(30,000 kW) ($158 - $132) (2 years) = $1,560,000
Total Repayment to Edison
The total repayment from Seller to Edison will be $4,527,082, which is the
sum of the capacity overpayment refund and the capacity replacement cost.
Page B.2-13
Revised Cal. P.U.C. Sheet No. 8524-E
Cancelling Revised Cal. P.U.C. Sheet No. 8399-E
SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770
Schedule No. TOU-8
GENERAL SERVICE - LARGE
APPLICABILITY
Applicable to general service, including lighting and power.
This schedule is mandatory for all customers whose monthly
maximum demand exceeds 500 kw for any three months during the
preceding 12 months, except that customers with demands in
excess of 5,000 kw, who otherwise qualify, may elect service
under Schedule No. 1-5. 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: $560.00
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 8.426 cents
Plus all mid-peak kwh, per kwh 7.026 cents
Plus all off-peak kwh, per kwh 5.856 cents
The above rates are subject to the Steel Surcharge Adjustment
as set forth in Special Condition No. 13.
Charges for energy are calculated for customer billing using the
components shown below.
Advice Letter No. 694-E Date Filed August 19, 1985
Decision No. Effective November 13, 1985
Resolution No. E-2062
Michael R. Peevey
Senior Vice President
Revised Cal. P.U.C. Sheet No. 8458-E
Cancelling Revised Cal. P.U.C. Sheet No. 8447-E
SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770
Schedule No. TOU-8
GENERAL SERVICE - LARGE
(Continued)
ENERGY CHARGE COMPONENTS
Per kwh
On-Peak Mid-Peak Off-Peak
(in cents) (in cents) (in cents)
Base Rate:
All kwh 2.356 2.356 2.356
Adjustment Rates:
Energy Cost Adjustment
Billing Factor 4.871 3.471 2.301
Annual Energy Rate 0.070 0.070 0.070
Conservation Load Management
Billing Factor 0.030 0.030 0.030
Electric Revenue Adjustment
Billing Factor -0.183 -0.183 -0.183
Major Additions Adjustment
Billing Factor 1.270 1.270 1.270
Annual Major Additions Rate 0.000 0.000 0.000
PUC Reimbursement Fee 0.012 0.012 0.012
Total Adjustment Rates 6.070 4.670 3.500
The PUC Reimbursement Fee is described in Schedule No. RF-E.
The Adjustment Rates are described in Parts C, I, J, and L of
the Preliminary Statement.
SPECIAL CONDITIONS
1. Time periods are defined as follows:
On-Peak: 12:00 p.m. to 6:00 p.m.
summer weekdays except holidays
5:00 p.m. to 9:00 p.m.
winter weekdays except holidays
Mid-Peak: 8:00 a.m. to 12:00 p.m. and 6:00 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 an off-peak period. No change in
off-peak will be made for holidays falling on Saturday.
The summer session 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.
Advice Letter No. 680-E Date Filed May 8, 1985
Decision Nos. 84-12-068 Effective June 2, 1985
85-04-068 Resolution No.
Michael R. Peevey
Senior Vice President
Revised Cal. P.U.C. Sheet No. 8189-E
Cancelling Revised Cal. P.U.C. Sheet No. 7119-E
SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770
Schedule No. TOU-8
GENERAL SERVICE - LARGE
SPECIAL CONDITIONS (Continued)
3. Maximum Demand: Maximum demands shall be established for
the on-peak, mid-peak and off-peak periods. The maximum demand
for each period shall be the measured maximum average kilowatt
input indicated or recorded by instrument to be supplied by the
Company, during any 150minute 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 computed in accordance with
the section designated Welder 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 demands 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.
12D. 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 transformer(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 load 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 kv.
Advice Letter No. 669-E Date Filed December 31, 1984
Decision No. 84-12-068 Effective January 1, 1985
Resolution No.
Michael R. Peevey
Vice President
Revised Cal. P.U.C. Sheet No. 7120-E, 5755-E and
Cancelling Revised Cal. P.U.C. Sheet No. 5862-E
SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770
Schedule No. TOU-8
GENERAL SERVICE - LARGE
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 month. 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 kilowatts.
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 kilowatt hours. 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.
Advice Letter No. 604-E Date Filed December 30, 1982
Decision No. 82-12-055 Effective January 1, 1983
82-12-115 Resolution No. AR-92454
Edward A. Myers, Jr.
Vice President
Revised Cal. P.U.C. Sheet No. 8263-E
Cancelling Revised Cal. P.U.C. Sheet No. 8190-E
SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770
Schedule No. TOU-8
GENERAL SERVICE - LARGE
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 delineated
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 customer: Dial Wattmeter, Recording
Wattmeter, or Paper-Tape Printing Demand Meter.
If the customer desires a supplemental visual demand meter
having features no 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 costs 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 added serving
capacity exceeding 2,000 kva.
13. Steel Surcharge Adjustment: The rates above are subject to
adjustment as provided in Park K of the Preliminary Statement,
at a billing factor of 0.026 cents per kwh.
Advice Letter No. 674-E Date Filed April 4, 1985
Decision No. 83-08-056 Effective May 1, 1985
Resolution No. AR-92454
Michael R. Peevey
Senior Vice President
Revised Cal. P.U.C. Sheet No. 7816-E
Cancelling Revised Cal. P.U.C. Sheet No. 6047-E
SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770
Rule No. 21
COGENERATION AND SMALL POWER PRODUCTION
INTERCONNECTION STANDARDS
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, or harm to persons:
1. Inadvertent and unwanted re-energization of a utility dead
line or bus.
2. Interconnection while out of synchronization.
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 100kw), 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 said 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:
Advice Letter No. 640-E Date Filed January 13, 1984
Decision No. 83-10-093 Effective February 12, 1984
Resolution No. AR-92454
Michael R. Peevey
Senior Vice President
Revised Cal. P.U.C. Sheet No. 7817-E
Cancelling Revised Cal. P.U.C. Sheet No. 7209-E
SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770
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 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 the 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 agreements shall be applied to line
and system reinforcement and/or additions. 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.
Advice Letter No. 640-E Date Filed January 13, 1984
Decision No. 83-10-093 Effective February 12, 1984
Resolution No. AR-92454
Michael R. Peevey
Senior Vice President
Revised Cal. P.U.C. Sheet No. 7818-E
Cancelling Revised Cal. P.U.C. Sheet No. 6049-E
SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770
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 accommodate
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 shares based
on the relative proportion of capacity each Producer will add to
the line.
4. The applicable Company tariff provisions shall be applied to
a Producer who pays for interconnection reinforcement and/or
additions that later accommodate 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 much 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. Watering.
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 an
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. 16.
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 a ratchet device 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.
End of Appendix C - Tariff Schedule No. TOU-8 Rule 21
APPENDIX D
Not attached. Please refer to the "Fifth Interim Opinion,
Qualifying Facility Milestone Procedure, the Fourth Edition".
Decision 86-04-053 April 16, 1986, I. 84-04-077 (filed April 18,
1984) before the Public Utilities Commission of the State of
California.)
AMENDMENT NO. 1
TENNECO OIL COMPANY POWER PURCHASE AGREEMENT
(NEWHALL PHASE I)
AMENDMENT NO. 1
TO THE
POWER PURCHASE CONTRACT
(NEWHALL PHASE I)
BETWEEN
SOUTHERN CALIFORNIA EDISON COMPANY
AND
TENNECO OIL COMPANY
1. PARTIES
The parties to this Amendment No. 1 ("Amendment") to the Power
Purchase Contract are Tenneco Oil Company, hereinafter referred
to as "Tenneco," a Delaware corporation, and Southern California
Edison Company, a California corporation, hereinafter referred
to as "Edison," individually "Party," collectively "Parties."
RECITALS
2.1 On December 20, 1985, Tenneco and Edison executed an
agreement entitled Power Purchase Contract/(Newhall Phase I)
between Tenneco Oil Company and Southern California Edison
Company (referred to in this Amendment as "original Contract").
2.2 The Parties desire to amend the Original Contract to
incorporate the executed Interconnection Facilities Agreement.
3. AGREEMENT
In consideration of the terms and conditions contained in this
amendment, the Parties agree as follows:
3.1 Effective Date
This Amendment No. 1 shall become effective on the date
of execution by the parties.
3.2 Changes to the Original Contract Provisions
The following changes shall be made in the Original
Contract:
3.2.1 On Page 9 of the Original Contract, insert a new
section following Section 4.27 and renumber subsequent sections
as follows: "Section 4.28".
4.28 Qualifying Facility Milestone Procedure ("QFMP")
A statewide procedure adopted by the Commission in Decision No.
85-01-038 on January 16, 1985, as modified by Decision No. 85-
06-163, Decision No. 85-08-045 and Decision No. 85-11-017, and
as may be modified by future Commission decisions following from
QFMP quarterly reviews as ordered in Commission Decision No. 85-
12-075, attached hereto as Appendix D and incorporated herein by
reference. The QFMP contains milestones used to (1) establish
an on-going statewide interconnection priority procedure for
Qualify Facilities ("QF") projects wishing to interconnect with
an electric utility's electrical system; (2) determine the
current status of QF development in the state; and (3) establish
an on-going tracking of QF development to aid in transmission
and resource planning.
3.2.2 On Page 38 of the Original Contract, add the
following new section number 25;
25. OBLIGATIONS OF THE PARTIES UNDER THE QUALIFYING FACILITY
MILESTONE PROCEDURE
25.1 To accommodate power deliveries from Seller's
Generating Facility under this Agreement, Edison shall
interconnect Seller's Generating Facility to the Edison electric
system in accordance with the terms of this Agreement, Edison's
Tariff Rule No. 21, and the QFMP.
25.2 Seller acknowledges that it has read Edison's Tariff
Rule No. 21 and the QFMP and Seller understands its obligations
and the consequences to Seller for failure to meet any of the
QFMP milestones. Failure to meet any of the milestones may
result in the termination of this Agreement and forfeiture of
Seller's Project Fee for the reasons set for in the QFMP.
25.3 Within ten (10) working days after compliance with a
WFMP milestone or the date scheduled for Seller's compliance
with a QFMP milestone, whichever occurs first, Seller shall
submit written notification to Edison that a particular QFMP
milestone either has or has not been met. Pursuant to the QFMP,
Edison shall notify Seller, in writing, within fifteen (15)
working days, after Seller'' notification or after the date
scheduled for Seller's compliance with a particular QFMP
milestone, whichever comes first, whether Seller is or is not in
compliance with that particular QFMP milestone.
25.3.1 If Seller's performance is not in compliance with a
schedule QFMP milestone, Edison shall enumerate the reasons for
such non-compliance in said written notification to Seller.
25.3.2 Seller shall have fifteen (15) working days from the
date it receives Edison's written notification of noncompliance
to cure any deficiency to effectuate compliance with a QFMP
milestone.
25.3.3 If Seller fails to cure said deficiency within the
fifteen (15) working day cure period, Edison shall, within ten
(10) working days thereafter notify Seller that it has missed
that particular QFMP milestone.
25.4 If Seller misses a QFMP milestone pursuant to Section
25.3.3 herein, Seller shall lose its priority for transmission
capacity.
25.4.1 Seller shall have forty-five (45) calendar days,
commencing with the date of receipt of written notification from
Edison of the missed QFMP milestone to establish a new priority
for transmission capacity. To establish said priority, Seller
must provide Edison with information indicating the continued
viability of Seller's project. Such information, pursuant to
the QFMP, shall include:
(i) An updated project definition; and
(ii) An updated final project development schedule or
preliminary development schedule, whichever is appropriate; and
(iii) A written request for a new interconnection study; if
both Seller and Edison agree that tone is necessary, Seller
shall pay the cost of such study as appropriate.
If Seller fails to provide the information required pursuant to
Section 25.4.1 herein, Seller's project shall be deemed no
longer viable; the Project Fee shall be forfeited and this
Agreement shall terminate.
3.2.3 Incorporate Appendix A.3, Pages A.3-1 to A.3-3 and
attachment to Appendix 3, Pages 1-6.
3.2.4 On Page ii of the Original Contract under Appendices
Section, add the following:
Appendix D - Qualifying Facility Milestone Procedure
and add this attachment, Appendix D to the appendix section.
4. OTHER CONTRACT TERMS AND CONDITIONS
Except as expressly amended hereby, all other terms and
conditions of the original contract shall remain in force and
effect.
5. DUPLICATE ORIGINAL
This Amendment No. 1 is executed in two originals. The
signatories hereto represent that they have been appropriately
authorized to enter into this Amendment on behalf of the Party
for whom they sign. This Amendment is hereby executed as of
this 25th day of August 1986.
TENNECO OIL COMPANY
By: Robert T. Bogan
SOUTHERN CALIFORNIA EDISON COMPANY
By: Glenn J. Bjorklund
Vice President
AMENDMENT NO. 2
TO THE
POWER PURCHASE AGREEMENT
BETWEEN
TENNECO OIL COMPANY
AND
SOUTHERN CALIFORNIA EDISON COMPANY
AMENDMENT NO. 2 TO THE
POWER PURCHASE AGREEMENT BETWEEN
TENNECO OIL COMPANY AND
SOUTHERN CALIFORNIA EDISON COMPANY
1. PARTIES. This Amendment No. 2 to the Power Purchase
Agreement between Tenneco Oil Company and Southern California
Edison Company ("Agreement") is entered into between Tenneco Oil
Company ("Seller") and Southern California Edison Company
("Edison"); individually "Party" and collectively "Parties".
2. RECITALS. This Amendment No. 2 to the Agreement is made
with reference to the following facts, among others:
2.1 The Parties executed the Agreement on August 25, 1986.
2.2 The Contract specified "Seller Owned and Operated
Basis" as the Interconnection Facilities Agreement option for
providing the project's interconnection facilities as set forth
in Appendix A of the Agreement.
2.3 Seller wishes to change the Interconnection Facilities
Agreement option to the "Added Facilities Basis" option.
2.4 The Parties desire to amend the Agreement to change the
Interconnection Facilities Agreement to the "Added Facilities
Basis" option.
3. AGREEMENT: The Parties hereby agree to amend the Agreement
as follows:
3.1 Page ii of the Table of Contents shall be amended to
eliminate the reference to Appendix A.2 - Capital Contribution
Basis, and it shall be replaced with a reference to Appendix A.1
- - Interconnection Facilities - Added Facilities Basis.
3.2 Page 8 of the Agreement shall delete the reference to
Appendix A.2 on Line 4, and shall replace it with Appendix A.1.
3.3 Part II, Page 40 and 41 of the Agreement shall be
amended to indicate that Seller elects the Added Faciliites
Basis. Therefore, the "x" on page 41 will be eliminated, and a
"x" will be added on Page 40 next to Appendix A.1.
3.4 Appendix A of the Agreement is deleted and replaced by
the attached Appendix A.
OTHER CONTRACT TERMS AND CONDITIONS: Except as expressly
amended, the terms and conditions of the original Agreement
shall remain in full force and effect.
5. SIGNATURE CLAUSE: The signatories hereto represent that
they have been appropriately authorized to enter into this
Amendment No. 2 to the Agreement on behalf of the Party for whom
they sign.
6. EFFECTIVE DATE: This Amendment No. 2 to the Agreement shall
become effective on the latter of the two signature dates below.
SOUTHERN CALIFORNIA EDISON
By: Glenn J. Bjorklund
Vice President
Date: June 19, 1987
TENNECO OIL COMPANY
By: Robert T. Bogan
Vice President and
Division General Manager
Date: June 15, 1987
NEWHALL PHASE II
SCE STANDARD AGREEMENT
FIRM POWER PURCHASE
POWER PURCHASE AGREEMENT
BETWEEN
TENNECO OIL COMPANY
AND
SOUTHERN CALIFORNIA EDISON COMPANY
DECEMBER 10, 1985
DOCUMENT NO. 3099H
NEWHALL PHASE II
TABLE OF CONTENTS
SECTION TITLE PAGE
PART I: GENERAL TERMS AND CONDITIONS
1 PARTIES 1
2 RECITALS 1
3 OPERATING OPTIONS 2
4 DEFINITIONS 5
5 TERM AND TERMINATION 11
6 OWNERSHIP AND CONTROL OF 15
GENERATING FACILITY
7 DESIGN AND CONSTRUCTION 15
OF GENERATING FACILITY
8 OPERATION OF GENERATION 18
FACILITY
9 DISCLAIMER 22
10 METERING 23
11 AVAILABILITY 25
12 BILLING 26
13 PROPERTY AND LAND RIGHTS 27
14 TAXES 28
15 LIABILITY 29
16 INSURANCE 31
17 UNCONTROLLABLE FORCES 33
18 NOTICES 35
19 NONDEDICATION OF FACILITIES 36
20 PREVIOUS COMMUNICATIONS 36
Page i
NEWHALL PHASE II
TABLE OF CONTENTS (Cont'd)
SECTION TITLE PAGE
21 NONWAIVER 37
22 SUCCESSORS & ASSIGNS 37
23 EFFECT OF SECTION HEADINGS 38
24 GOVERNING LAW 38
PART II: INTERCONNECTION FACILITIES
1 INTERCONNECTION FACILITIES DESIGN 39
2 OWNERSHIP AND OPERATION OF 40
INTERCONNECTION FACILITIES
PART III: PURCHASE AND PAYMENT PROVISIONS
1 POWER PURCHASE AND SALE 42
2 PROCEDURE FOR MONTHLY PAYMENT 44
PART IV: AGREEMENT AND SIGNATURE
1 AGREEMENT AND SIGNATURE 46
APPENDICES
APPENDIX A.1 - Interconnection Facilities - Added Facilities Basis
(Added by Amendment No. 2, 6/15/87)
APPENDIX A-3 - Firm Power Purchase (Added 8/25/86 by Amendment No. 1)
APPENDIX B.1 - Energy Purchase Provision
APPENDIX B.2 - Firm Power Purchase Provision
APPENDIX C - Tariff Schedule TOU-8 Rule 21.
APPENDIX D - Qualifying Facility Milestone Procedure
Document No. 3099H
Page ii
NEWHALL PHASE II
1. PARTIES
The Parties to this Agreement are Tenneco Oil Company, a Delaware corporation,
hereinafter referred to as "Seller", and Southern California Edison Company,
a California corporation, hereinafter referred to as 'Edison', individually
'Party' , collectively "Parties".
2. RECITALS
2.1 Seller desires to construct, own, Operate and Control a 21,760 kW
Generating Facility at Seller's Facility located at SW 1/4, Section 31, T4N,
R15W, Los Angeles County, California, and sell 19,600 kw of Contract Capacity
to Edison with an expected Firm Operation date of July 1, 1990, for a Contract
Term of 12 years.
Seller's Generating Facility is a (check one):
(x) Cogeneration Facility
( ) Small Power Production Facility
Seller shall commence construction of the Generating Facility on November
1, 1989.
2.2 (Options II and III pursuant to Section 3 below)
Seller desires to purchase from Edison, under the provisions of this
Agreement and pursuant to Edison's tariffs filed with the Commission, that
portion of the electrical requirements of Seller's Facility which are not
supplied by the Generating
Page 1 of 46
Facility and which do not exceed the capability of Edison's facilities
installed at Seller's Facility.
2.3 Edison desires to purchase the Contract Capacity and Energy made
available by Seller to Edison from Seller's Generating Facility. Edison
desires that this source of electric power be as reliable as reasonably
possible.
2.4 The Parties desire, by this Agreement, to establish the terms,
conditions, and obligations pursuant to which.they can accomplish
the above desires and needs.
2.5 Seller's Generating Facility is a Qualifying Facility.
3. OPERATING OPTIONS
3.1 Seller elects to Operate its' Generating Facility in parallel with
Edison's Electric System in accordance with the following option (check one):
( ) Option I: Dedication of the entire Generator output to Edison with
no electrical service required from Edison.
( ) Option II: Dedication of the entire Generator output to Edison with
electrical service required from Edison.
Page 2 of 46
(X) Option III: Dedication to Edison of only the portion of the Generating
Facility output in excess of Seller's electrical requirements.
3.2 The Generating Facility will deliver electricity to Edison at a
nominal 66,000 volts.
3.3 (Option III pursuant to this Section 3) Seller plans to use as much of
the electrical energy produced by the Generating Facility to serve the
electrical requirements of Seller's Facility as is practicable. Seller's
expected maximum electrical requirement is approximately 1,000 kW.
3.4 (Small hydro projects only) The Contract Capacity in Section 2.1
shall be based on the average of the five (5) lowest years of stream flow
taken from a study covering a minimum 50 years of continuous data.
(A shorter period may be mutually determined agreed to if data
for a 50-year period is not obtainable.)
3.5 Seller may change its operating option as indicated in Section 3.1,
and its tariff schedule pursuant to Section 12, not more than once
per year upon at least ninety (90) days prior notice to Edison.
3.5.1 If the change of operating option results in a reduction of
Contract Capacity, the provisions in Section 5 shall apply.
Page 3 of 46
3.5.2 Edison shall process requests for changes of operating option
in the chronological order received.
3.5.3 Edison shall not be required to remove or reserve capacity of
interconnection Facilities made idle by Seller's change of operation option
and may dedicate such idle facilities at any time to serve other customers or
to interconnnect with other electric power sources.
3.5.4 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 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
page 4 of 46
to use said Facilities or fails to pay the required maintenance fee.
4. DEFINITIONS
When used with initial capitalizations, whether in the singular or
plural, shall have the following meanings:
4.1 Adjusted Capacity Price: The $/kW-yr capacity purchase
price based on the Capacity Payment Schedule for the time period
beginning on the date of Firm Operation and ending on the date of
termination or reduction of Contract Capacity.
4.2 Agreement: This document, including the appendices attached
herein, as amended from time to time.
4.3 Capacity Payment Schedule: Published capacity schedule table
as authorized by the CPUC.
4.4 Cogeneration Facility: The facility and equipment which sequentially
generate thermal and electrical energy as defined in Title 18, Code of Federal
Regulations (CFR), Section 292.202.
4.5 Commission or CPUC: The Public Utilities Commission of the
State of California.
4.6 Contract Capacity: That portion of the Generating Facility electric
power producing capability which is dedicated Edison.
Page 5 of 46
4.7 Contract Capacity Price: The $kW-yr capacity purchase price
from the Capacity Payment Schedule for the Contract Term and date
of Firm Operation.
4.8 Contract Term: Length of Agreement in years, beginning from
the date of Firm Operation.
4.9 Control: To establish the electrical output of the Generating
Facility through dispatching procedures including shutdown and startup.
4.10 Current Contract Capacity Price: The $/kW-year
capacity price from the Capacity Payment Schedule
in effect at the time the termination notice is received by
Edison for a term equal to the number of years from the date
of termination or reduction of Contract Capacity to the end
of the Contract Term.
4.11 Edison Electric System Integrity: Operation of
Edison's electric system in a manner which
minimizes risks of injury to persons and/or
property and enables Edison to provide adequate and
reliable electric service to its customers.
4.12 Emergency: A condition or situation which in
Edison's sole judgment affects Edison's ability to
maintain safe, adequate, and continuous electrical
service.
Page 6 of 46
4.13 Energy: Kilowatthours generated by Seller's Generating Facility which
are purchased by Edison at the Point of Interconnection.
4.14 Firm Operation: The date mutually agreed upon between the Parties on
which each generating unit of Seller's 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).
4.15 Forced Outage: Any outage resulting from a design defect, inadequate
construction, operator error or electrical or mechanical equipment breakdown
that fully or partially curtails the electrical output of the Generating
Facility.
4.16 Generating Facility: All of Seller's generators, together with all
protective and other associated equipment and improvements, necessary
to produce electrical energy at Seller's Facility excluding associated land,
land rights or interests in land.
4.17 Generator: The generators and associated prime mover(s), which
are a part of the Generating Facility.
4.18 Interconnection Facilities: Those protection, metering, electric
line(s), and other facilities
Page 7 of 46
required in the opinion of Edison, to permit an electrical interface
between Edison and Seller.
4.19 Interconnection Facilities Contract: That document which is attached
hereto in Part II, Appendix A.2 and by this reference is incorporated herein
and made a part hereof.
4.20 KVAR: Reactive kilovolt-ampere, a unit of measure of reactive power.
4.21 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 utility standards and
good engineering practices.
4.22 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 Agreement.
4.23 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.
Page 8 of 46
4.24 Point of-Interconnection: The point where the transfer of electrical
energy between Edison and Seller takes place.
4.25 Project: The Generating Facility, Interconnection Facilities
and metering equipment required to permit operation of Seller's
Generator in parallel with Edison's electric system.
4.26 Protective Apparatus: That equipment and apparatus installed by Seller
and/or Edison pursuant to Section 7.4, Part 1, and Section 1.1, Part II.
4.27 Qualifying Facility: Cogeneration or Small Power Production Facility
which meets the criteria as defined in Title 18, Code of Federal Regulations
(CFR), Section 292.201 through 292.207.
4.28 Seller's Facility: The premises and equipment of Seller located as
specified in Section 2.1.
4.29 Small Power Production Facility: The facilities and equipment
which use biomass, waste or renewable resources, including wind,
solar and water to produce electrical energy as defined in Title 18,
Code of Federal Regulations (CFR), Section 292.201 through 292.207.
4.30 Standby Demand: Seller's electrical load requirement that
Edison is expected to serve when Seller's Generating Facilitv
is not available.
Page 9 of 46
4.31 Summer Period: Defined in Edison's Tariff Schedule No. TOU-8
as now in effect or as may hereafter be authorized by the Commission
to be revised.
4.32 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 to be revised.
4.33 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
Agreement, or failure, threat of failure or sabotage of facilities which
have been maintained in accordance with good engineering and operating
practices in California.
4.34 Winter Period: Defined in Edison's Tariff Schedule
No. TOU-8 as now in effect or as may hereafter be authorized by
the Commission to be revised.
Page 10 of 46
5. TERMS AND TERMINATION
5.1 This Agreement shall be binding upon execution and remain in effect
for the Contract Term provided that it shall terminate if Firm operation
does not occur within 5 years of the date specified in Section 1.2, Part IV.
5.2 This Agreement may remain in effect beyond the expiration of the
Contract Term; except that, beyond the expiration of the Contract
Term, either Party may terminate this Agreement, with or without
cause, at any time, upon 90 days prior written notice.
5.3 General Provisions - Termination
5.3.1 This section shall apply if there is a contract termination
or reduction in Contract Capacity. The parties agree that the amount
which Edison pays Seller for the Contract Capacity which Seller makes
available to Edison is based on the agreed value of Seller's performance of
his obligations to provide capacity during the full Contract Term.
5.3.2 The Parties agree that the refund and payments provided in Sections
5.4 and 5.5 represent a fair compensation for the reasonable losses that
would result from
Page 11 of 46
such termination or reduction of Contract Capacity.
5.3.3 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
Sections 5.4 and 5.5, as applicable.
5.3.4 Edison shall provide invoices to Seller for all refunds and
payments due Edison under this section which shall be due
within 60 days.
5.3.5 If Seller does not make payments as required in
Section 5.3.4, Edison shall have the right to offset any amounts due
it against any present or future payments due Seller.
5.3.6 Notices of Termination shall be made in accordance with
Section 18, Part I of the contract.
5.4 Termination with Prescribed Notice
5.4.1 Seller may terminate this entire Agreement or reduce the
Contract Capacity, provided that Seller gives Edison prior written
notice for a period determined by the
Page 12 of 46
amount of Contract Capacity terminated or reduced:
AMOUNT OF CONTRACT
CAPACITY TERMINATED LENGTH OF
OR 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
5.4.2 Upon termination or reduction in Contract Capacity, Seller shall
refund to Edison with interest at the current published Federal Reserve
Board three (3) months prime commercial paper rate an amount
equal to the difference between (a) the accumulated capacity payments
already paid by Edison up to the time the termination notice is
received and based on the original Contract Term and; b) the total
capacity payments which Edison would have paid based on the
period of Seller's actual performance using the Adjusted
Capacity Price.
5.4.3 From the date the termination notice is
received to the date of actual termination
Edison shall make capacity payments based
on the Adjusted Capacity Price for the
Page 13 of 46
amount of Contract Capacity being terminated.
5.4.4 Edison shall continue to pay for the amount of Contract
Capacity not being terminated, if any, at the original
Contract, Capacity Price.
5.5 Termination Without Prescribed Notice
5.5.1 If Seller terminates this Agreement or reduces the
Contract Capacity thereof, without the notice prescribed, the
provisions in Section 5.4 will all apply.
Additionally,
5.5.2 Seller shall pay Edison an amount equal to:
(1) the amount of Contract Capacity being terminated, times
(2) the difference between the Current Contract Capacity
Price and the Contract Capacity Price, times (3) the number
of years and fractions thereof (not less than 1 year)
by which the Seller has been deficient in giving prescribed notice.
In the event that the Current Capacity Price is less than the
Contract Capacity Price no payment under this Section 5.5.2 shall be
due either Party.
Page 14 of 46
5.6 Examples of Termination
5.6.1 Examples of Termination calculations are given in Appendix B.2.
6. OWNERSHIP AND CONTROL OF GENERATING FACILITY
6.1 The Generating Facility shall be owned by Seller.
6.2 Seller shall Control the Generating Facility;
except that Seller shall, at any time, if requestd
by Edison to facilitate maintenance of Edison
facilities, during periods of Emergency or to
maintain Edison Electric System Integrity:
(i) Disconnect the Generator from the Edison
electric system, or (ii) reduce the electrical output
of the Generator to the level of the
Seller's total electrical requirement (applicable
only to Sellers electing Operating Options I or III
under Section 3.1). Each party shall endeavor to
correct, within a reasonable period, the conditions
on its system which necessitate the disconnect
obligation or reduction of output. The disconnect
obligation or reduction of electrical output shall
be limited to the period of time such a condition
exists.
DESIGN AND CONSTRUCTION OF GENERATING FACILITY
Seller, at no cost to Edison, shall acquire all permits and
approvals, and complete or have completed all environmental
impact studies
Page 15 of 46
necessary for the construction, and maintenance of the Project.
7.2 Edison shall have the right to review the electrical drawings
pertaining to the design of the Generating Facility and 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.
7.3 Edison shall have the right to require modifications to the design
as it deems necessary for proper and safe operation of the Project when
in parallel with the Edison electric system.
7.4 Seller shall furnish, install, operate and maintain
in good order and repair and without cost to
Edison, the relays, meters power circuit
breakers synchronizer and other control and Seller
Protective Apparatus as shall be agreed to by the Parties
pursuant to Section 7.2 and 7.3 as being
Page 16 of 46
necessary for proper and safe operation of the
Project in parallel with Edison's electric system.
7.5 Future changes on the Edison electric system and/or
Seller's system may require modification of the
design of Seller's Generating Facility or the
Interconnection Facilities. Any such modification,
whether proposed by Edison or Seller shall be
subject to the provisions of this Section 7.
7.6 (If applicable) Seller shall provide power factor
correction capacitors for each induction generating
unit of the Generating Facility. Such capacitors
shall be switched off and on simultaneously with
said unit. The KVAR rating of such capacitors
shall be the highest standard value which will not
exceed said unit's no-load KVAR requirement.
7.7 (Applicable to Wind Parks Only) Seller shall not
locate any part of a wind-driven generating unit of
the Generating Facility within three (3) rotor
blade diameters of any planned or existing electric
utility 33 kV, 66 kV, 220 kV or 500 kV transmission
line right of way or of any such line right of way for
which application has been made to a regulatory authority.
7.8 Edison shall have the right to monitor the
construction, start-up, operation, and maintenance
Page 17 of 46
of the Project and have the right to consult with and make
recommendations to Seller.
7.9 Edison shall have the right to review the construction
schedule. Seller shall notify Edison, at least one year in advance
of Firm Operation, of changes in this schedule which affect the
Firm Operation, whenever possible.
8. OPERATION OF GENERATING FACILITY
Seller shall Operate the Generating Facility, subject to
the following provisions:
8.1 The Generating Facility and Seller Protective Apparatus
shall be Operated and maintained in accordance with applicable
utility industry standards and good engineering practices with
respect to synchronizing, voltage and reactive power control.
8.2 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 mutual agreement.
8.3 Seller shall operate and maintain the Project in a
prudent manner which will produce maximum Energy to
the extent that conditions permit.
Page 18 of 46
8.4 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 related to this Agreement.
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 ADVANCE NOTICE
EXPECTED DURATION TO EDISON
Less than one day 24 Hours
One day or more 1 Week
(except major overhaul)
Major overhaul 6 Months
8.5 Notification by each Party's Operating Representative of
outage date and duration should be directed to the other Party's
Operating Representative by telephone.
8.6 Seller shall not schedule major overhauls during Peak Months.
8.7 Seller shall Make reasonable efforts to schedule routine
maintenance outside the Peak Months but in no event shall
outages for scheduled maintenance exceed 30 peak
hours during the Peak Months.
8.8 Seller shall maintain an operating log at Seller's
Facility with records of: real and reactive power
Page 19 of 46
production, changes in operating status, outages,
Protective Apparatus operation's and any unusual
conditions found during inspections. For Generators
which are 'block-loaded' to a specific kW capacity,
changes in this setting shall also be logged. 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. Such information
shall be available to Edison upon request and copies of such
operating log and records shall be provided, if requested, to
Edison within thirty (30) days of Edison's request.
8.9 If, at any time, Edison has reason to doubt the
integrity of any of Seller's Protective Apparatus
and suspect's that such loss of integrity would be
hazardous to the Edison Electric System Integrity,
Seller shall demonstrate, to Edison's satisfaction,
the correct calibration and operation of the
equipment in question.
8.10 Seller shall test all protective devices specified
in Section 7.4 with qualified personnel at intervals not
to exceed four (4) years.
8.11 Seller shall notify Edison at least fourteen (14)
calendar days prior to: (1) the initial parallel
Page 20 of 46
operation of each of Seller's Generators; (2) the
initial testing of Seller's Protective Apparatus. Edison
shall have the right to have a representative present
at such times.
8.12 Seller shall, to the extent possible provide reactive
power for its own requirements and where applicable the
reactive power losses of interfacing transformers.
reactive power to Edison unless otherwise agreed
upon between the Parties.
8.13 The Seller warrants that the Generating Facility
meets the requirements of a Qualifying Facility as
Seller shall not deliver excess of the effective date
of this Agreement and continuing through the
Contract Term.
8.14 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 authorization
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.
8.15 At Edison's request Seller shall make all
reasonable effort to deliver power at an average
Page 21 of 46
rate of delivery at least equal to the Contract Capacity during
periods of 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 8.4 shall be waived by Edison if Seller
reschedules the outage.
DISCLAIMER
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,
or reliability thereof. Edison shall not be liable to Seller for, and
Seller shall defend and indemnify Edison from, any claim,
cost, loss, damage, or liability arising from any contrary
representation concerning the effect of Edison's
Page 22 of 46
review of the design, construction, operation, or
maintenance of the Project.
10. METERING
10.1 Edison shall provide, own and maintain at the Seller's
expense all necessary meters and associated equipment to
be utilized for the measurement of Energy and Contract
Capacity for determining Edison's payments to Seller
pursuant to this Agreement.
10.2 The metering equipment used for metering the Energy
sold to Edison shall at Seller's option be located
(Check one):
( ) a. on Edison's side of the Interconnection Facilities, or
(x) b. on the Seller's side of the Interconnection
Facilities. A loss compensation factor agreed to by the
Seller and Edison 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.
10.3 If meters are placed on Edison's side of the
Interconnection Facilities, service shall be
Page 23 of 46
provided at the available transformer high-side voltage.
10.4 (Options II and III pursuant to Section 3)
Edison shall provide, own and maintain at its expense all
necessary meters and associated equipment to be utilized
for billing Seller if Edison provides electric service to Seller.
10.5 For purposes of monitoring the Generator operation
and the determination of standby charges, Edison shall have
the right to require at Seller's expense installation of
generation metering. Edison may also require the
installation of telemetering equipment at Seller's
expense for Generating Facilities equal to or greater
than 10 MW. Edison may require the installation
of telemetering equipment at Edison's expense for
Generating Facilities less than 10 MW.
10.6 Seller shall provide, at no expense to Edison,
a suitable location for all meters and associated
equipment referred to in this Section 10.
10.7 Edison shall install a ratchet device on (i) the
meter(s) recording energy provided by Edison (if applicable),
(ii) the meter(s) recording reactive demand imposed
on the Edison electric system, and (iii) the meter(s)
recording Energy sold to Edison, to prevent their
reverse operation.
Page 24 of 46
10.8 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 representative present on such occasions.
10.9 Edison's meters installed pursuant to this
Agreement 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 (30) days after presentation
of a bill therefore.
10.10 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 (2%). If metering equipment inaccuracy exceeds two
percent (2%), the correct amount of Energy delivered during
the period of said inaccuracy shall be estimated by Edison and
agreed upon by the Parties.
AVAILABILITY
11.1 Outages: Seller shall make all reasonable efforts
to limit the outages of the Generating Facility:
Page 25 of 46
11.2 Periodic Demonstration:
11.2.1 Edison shall have the right to require
the availability of the Generating Facility at least
once per year.
11.2.2 The demonstration shall be conducted at a
time and under procedures mutually agreed upon by
the Parties. Demonstration shall be at Seller's expense.
11.2.3 Seller shall demonstrate the ability of
the Generating Facility to produce Contract
Capacity for a mutually agreed period of time.
12.1 (Option III pursuant to Section 3.1, Part I)
Standby electric service shall be provided pursuant
to a separate Agreement under terms and conditions
of Edison's tariff schedule as now in effect or as
may hereafter be authorized by the Commission to be
revised.
12.2 (Options II and III pursuant to Section 3.1, Part I)
Electric service shall be provided pursuant
to separate Agreement under terms, conditions and
rates of Edison's tariff schedule as now in effect or
as may hereafter be authorized by the Commission
to be revised.
Page 26 of 46
12.3 Monthly charges associated with Interconnection Facilities
shall be billed pursuant to the Interconnection Facilities Contract.
12.4 Edison shall commence billing Seller for electric service
rendered pursuant to the applicable schedule referred to in this
Section on the date that the Point of Interconnection is energized.
13. PROPERTY AND LAND RIGHTS
13.1 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 arrangements contemplated in this Agreement
after satisfaction of the requirements of Sections
13.2 and 13.3. The physical location of such
electrical line, facilities and other equipment on
Seller's Facility shall be determined by agreement
of the Parties.
13.2 Seller shall reimburse Edison for the cost of
acquiring any property rights off Seller's Facility
which are required by Edison to meet its
obligations to Seller under this Agreement.
13.3 Seller shall grant to Edison, without cost to
Edison, and by a mutually acceptable instrument of
conveyance, the following:
Page 27 of 46
13.3.1 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 is
required by Edison to effect the
arrangements contemplated in this Agreement
13.3.2 The rights of ingress and egress at all
reasonable times necessary for Edison to
perform any one or more of the activities
contemplated in this Agreement.
13.4 The electric lines, facilities, or other equipment
referred to in this Section 13 installed by Edison
on or off Seller's Facility shall be and remain the
property of Edison.
13.5 Edison shall have no obligation to Seller for any
delay or cancellation due to inability to acquire a
satisfactory right of way.
14. TAXES
14.1 Ad valorem taxes and other taxes properly
attributed to the Seller's Facility shall be paid by Seller.
If such taxes are assessed or levied against Edison,
Seller shall pay Edison the amount
Page 28 of 46
of such assessment or levy within thirty (30) days
of presentation of documentation thereof.
14.2 The Parties shall provide information concerning
the Project to any requesting taxing authority.
15. LIABILITY
15.1 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
attorney's fees and other cost of litigation
incurred by the First Party in 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.
15.2 Each Party shall indemnify and hold harmless,
the, other Party, its directors, officers, and employees
Page 29 of 46
or Agents from and against any loss, damage, claim,
cost, charge, (including direct, indirect or
consequential loss, damage, claim, cost, charge, or
expense), including attorney's 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 and shall
indemnify and hold harmless the other Party
for any such costs including costs arising out of
any workers compensation law.
15.3 The provisions of this Section 15 shall not be
construed so as to relieve any insurer of its
obligations to pay any insurance claims in
Page 30 of 46
accordance with the provisions of any valid
insurance policy.
15.4 Neither Party shall be indemnified under this
Section 15 for its liability or loss resulting from
sole negligence or willful misconduct.
16. INSURANCE
16.1 During the term of this Agreement, Seller shall
obtain and maintain in force as hereinafter
provided comprehensive general liability insurance,
including contractual liability coverage, with a
combined single limit of 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.
16.2 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 (30) days prior written
notice to Edison, (ii) maintain such insurance in
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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 form:
"In consideration of the premium charged, Southern California
Edison Company ('Edison") is named as additional insured with
respect to all liabilities arising out of 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 coverages 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."
"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 16.2 (iii) prevents
Seller from obtaining the insurance required in
Section 16.1, then upon written notification by
Seller to Edison, Section 16.2 (iii) shall be waived.
16.3 The requirements of this Section 16.1 shall not
apply to a Seller who is a self-insured.
Page 32 of 46
governmental agency with an established self-insurance.
16.4 If Seller fails to comply with the provisions of this
Section 16, 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 of nature (including direct, indirect or consequential
loss, damage, claim, cost, charge, or expense, including
attorney's 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 18.
17. UNCONTROLLABLE FORCES
17.1 Neither Party shall be considered to be in default in
the performance of any of the provisions contained
in this Agreement, except for obligations to pay money,
when and to the extent failure of performance shall be
caused by an Uncontrollable Force.
17.2 If either Party because of an Uncontrollable Force
is rendered wholly or partly unable to perform its
Page 33 of 46
obligations under this Agreement, 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),
Page 34 of 46
(4) when the nonperforming Party is able to resume
performance of its obligations under this Agreement,
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 Appendix B.2, Section 8.3.
17.3 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 Agreement 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.
18. NOTICES
Except as otherwise specifically provided herein, any
notice from one Party to the other, shall be given in,
writing and shall be deemed to be given as of the date
Page 35 of 46
the same is enclosed in a sealed envelope, addressed to
the other by certified first class mail, postage prepaid,
and deposited in the United States Mail. For the purposes
of this Section 18, such notices shall be mailed to the
following respective addresses or to such others as may
be hereafter designated by either Party:
Southern California Edison Company
Post Office Box 800
Rosemead, California 91770
Attention: Secretary
Tenneco Oil Company
P.O. Box 9909
Bakersfield, CA 93389
Attention: Division Production Engineer
19. NONDEDICATION OF FACILITIES
Neither Party, by this Agreement, dedicates any part of
its facilities involved in this Project to the public or
to the service provided under this Agreement, and such
service shall cease upon termination of this Agreement.
20. PREVIOUS COMMUNICATIONS
This Agreement contains the entire agreement and
understanding between the Parties, their agents and
employees as to the subject matter of this Agreement, 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 Agreement.
Page 36 of 46
21. Nonwaiver
None of the provisions of this Agreement shall be considered
waived by either Party except when such waiver
is given in writing. The failure of either Party to
insist in any one or more instances upon strict
performance of any of the provisions of this Agreement or
to take advantage of any of its rights hereunder shall
not be construed as a waiver of any such provisions or
the relinquishment of any such rights for the future, but
the same shall continue and remain in full force and effect.
22. SUCCESSORS & ASSIGNS
Neither Party shall voluntarily assign its rights nor
delegate its duties under this Agreement, 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 Agreement.
Page 37 of 46
23. EFFECT OF SECTION HEADINGS
Section headings appearing in this Agreement are intended
for convenience only, and shall not be construed as
interpretations of text.
24. GOVERNING LAW
This agreement shall be interpreted, governed and
construed under the laws of the State of California or
the United States as applicable as if executed and to
be performed wholly within the State of California.
Page 38 of 46
PART II: INTERCONNECTION FACILITIES
1. INTERCONNECTION FACILITIES DESIGN
1.1 The Interconnection Facilities shall be designed,
installed, operated and maintained at Seller's expense
pursuant to the appendix indicated in Section 2, Part II.
The design, installation, operation and maintenance of the
Interconnection Facilities shall be in accordance with the
terms and conditions of the elected appendix and Edison's
Tariff Rule No. 21.
1.2 The cost for the Interconnection Facilities set
forth in the appendices specified in Section 2.3,
Part II are estimates only for Seller's information
and will be adjusted to reflect recorded costs after
installation is complete; except thatl 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.
1.3 Seller, at no cost to Edison, shall acquire all
permits and approvals, and complete or have
completed all environmental impact studies
necessary for the construction, operation, and
maintenance of the Interconnection Facilities.
Page 39 of 46
2. OWNERSHIP AND OPERATION OF INTERCONNECTION FACILITIES
2.1 Seller shall not commence parallel operation of the Generating Facility
until written approval for operation of the Interconnection Facility has been
given by 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 30 days of receipt
of such notice. If the facilities do not pass Edison's inspection, Edison
shall provide in writing the reasons for this failure within five days of
the inspection.
2.2 Edison shall own, operate and maintain the Interconnection
Facility as provided below.
2.3 Seller elects (check appropriate Appendix):
( ) Appendix A.1 - Interconnection Facilities -
Added Facilities Basis (Edison designs, purchases,
constructs, owns, operates and maintains Interconnection
Facilities. The Interconnection Facilities costs will
then be charged to Seller on an added facilities
Page 40 of 46
basis pursuant to Tariff Rule No. 2.H.)
(x) Appendix A.2 - Interconnection Facilities -
Capital Contribution Basis (Seller provides capital prior
to construction. Edison designs, purchases and constructs
the Interconnection Facilities. Seller pays maintenance and
operation Fees to Edison.)
( ) Appendix A.3 - Interconnection Facilities -
Seller Owned and Operated Facility (Seller designs,
purchases, constructs, owns, operates and maintains
Interconnection Facilities and assumes additional
and full responsibility therefore.)
2.4 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 2.3, Part II.
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PART III: PURCHASE AND PAYMENT PROVISIONS
1. POWER PURCHASE AND SALE
1.1 Seller hereby agrees to sell to Edison and Edison
hereby agrees to Purchase from Seller at the Point of
Interconnection, the Energy delivered by Seller to Edison
hereunder.
1.1.1 Seller shall begin delivery of Energy on or
before the expected date of Firm Operation. Such
Energy shall be paid for by Edison pursuant to the
terms and conditions of this Agreement and its
Appendices.
1.1.2 If at any time Energy can be physically
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 at its sole discretion and risk shall have
the right to deliver said Energy to Edison and
shall receive payment from Edison for said Energy
only, pursuant to payment provisions in this Part III.
However, unless and until all required licenses an
approvals have been obtained, Seller may discontinue
deliveries at any time.
Page 42 of 46
1.2 Seller shall sell to Edison and Edison shall
purchase from Seller an amount of Contract Capacity
as specified under Section 2.1, Part I or such Contract
Capacity as adjusted pursuant to Section 1.2.2 below.
1.2.1 Such Contract Capacity shall be paid for by
Edison pursuant to the terms and conditions of this
Agreement and its Appendices.
1.2.2 Seller shall demonstrate the ability to provide
Edison the specified Contract Capacity within 30 days
of the date of Firm Operation in a manner pursuant to
Sections 11.2.2 and 11.2.3, Part I. If Seller fails to provide
the Contract Capacity, the Contract Capacity shall be
reduced pursuant to a written agreement of the Parties.
1.3 Adjustment to Contract Capacity
1.3.1 Seller may increase the Contract Capacity
with the approval of Edison and receive
payment for the additional capacity thereafter
in accordance with the Contract Capacity Price
for the remaining Contract Term.
Page 43 of 46
1.3.2 Seller may reduce the Contract Capacity at any
time by giving notice thereof to Edison. Edison may
reduce the Contract Capacity as a result of appropriate
tests, studies, or prior performance. The amount by which
the Contract Capacity is reduced shall be deemed a
reduction in Contract Capacity under Section 5, Part 1.
1.3.3. Either partly may request, the other party to
agree in writing to a new Contract Capacity whenever
it appears that it has changed for any reason.
2. PROCEDURE FOR MONTHLY PAYMENT
2.1 Edison shall mail to Seller not later than 30 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.
2.2 If the monthly payment period involves portions
of two different published Energy payment schedule
periods the monthly Energy payment shall be
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prorated on the basis of the percentage of days at each price.
2.3 If within 30 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.
Page 45 of 46
PART IV: GENERAL AGREEMENT
1. AGREEMENT AND SIGNATURE
1.1 The Parties agree to the provisions provided in this
Agreement and corresponding Appendices referenced herein.
1.2 This Agreement is executed in two counterparts,
each of which shall be deemed an original. The
signatories hereto represent that they have been
appropriately authorized to enter into this
Agreement on behalf of the Party for whom they
sign. This Agreement is hereby executed as of
this 20th day of December, 1985.
SOUTHERN CALIFORNIA EDISON COMPANY
By s/s Edward A. Meyers Jr.
EDWARD A. MYERS, Jr. Vice President
TENNECO OIL CO
By s/s Robert T. Bogan
Name Robert T. Bogan
Title Vice Pres. & Div. Gen'l Manager
Page 46 of 46
TENNECO OIL COMPANY - PHASE II
SCE STANDARD FIRM POWER PURCHASE AGREEMENT
APPENDIX A.1
INTERCONNECTION FACILITIES - ADDED FACILIITES BASIS
A.1.1 Seller acknowledges that Seller has read Edison's Tariff
Rule No. 21 and the QFMP and understands Seller's obligations
and the consequences, as set forth in the QFMP and Part 1,
Section 6 of the Power Purchase Agreement, for failure to
satisfy any of the milestones in the QFMP.
A.1.2 In the event Seller loses its priority for existing
available Edison line capacity, Seller shall, pursuant to
Edison's Tariff Rule No. 21, be obligated to pay any additional
cost for upgrades or additions necessary to accommodate Seller's
deliveries. In such event, Edison and Seller shall amend this
Agreement to reflect the conditions resulting from the change in
priority.
A.1.3 Edison shall design, purchase, construct, own, operate
and maintain all Interconnection Facilities at Seller's expense.
The cost of the removable facilities portion of the
Interconnection Facilities and the operation and maintenance
thereof shall be paid by Seller on an added facilities basis
pursuant to the attached Application and Contract for
Interconnection Facilities.
Page A.1 1 of 2
A.1.4 Seller shall pay to Edison the total estimated cost for
the nonremovable facilities portion of the Interconnection
Facilities prior to the start of construction of the
Interconnection Facilities. The costs of operation and
maintenance shall be paid by Seller pursuant to the attached
Application and Contract for Interconnection Facilities.
A.1.5 To the extent that Edison deems it necessary to effect
the arrangements contemplated by this Agreement, Edison may,
from time to time, design, install, operate, maintain, modify,
replace, repair or remove any or all of the Interconnection
Facilities. Any additions, modifications or replacement of
equipment shall be treated as Interconnection Facilities. The
cost of any addition, modification or replacement shall be added
to the Interconnection Facilities contract by amendment.
Equipment and/or Protective Apparatus which, in the opinion of
Edison, is no longer required, shall be deleted from the
Interconnection Facilities Contract.
Page A.1 2 of 2
Attachment to Appendix A.1
TENNECO OIL COMPANY - PHASE II
SCE STANDARD FIRM POWER PURCHASE AGREEMENT
APPLICATION AND CONTRACT FOR INTERCONNECTION FACILITIES
PLUS OPERATION AND MAINTENANCE
The undersigned Seller hereby requests the Southern
California Edison Company (Edison) to provide the facilities
described on the last page hereof which are by this reference
incorporated herein and are hereinafter called "Interconnection
Facilities." Interconnection Facilities as defined and used
herein are a group of Added Facilities (see Rule No. 2.H). which
have been designated as Interconnection Facilities, to
accommodate negotiation and preparation of contracts for
parallel generation projects. Furthermore, for purposes of the
cost allocations as provided in this agreement, such
Interconnection Facilities shall be classified as either
"Removable Facilities" or "Non-Removable Facilities" as
described on the last page of this agreement. Interconnection
Facilities, as are Added Facilities, shall be provided in
accordance with the applicable Tariff Schedules of Edison. Such
Interconnection Facilities shall be owned, operated and
maintained by Edison.
In consideration of Edison's acceptance of this
application, Seller hereby agrees to the following:
1. Seller shall pay a monthly charge for the removable
facilities portion of the Interconnection Facilities in the
amount of 1.7% of the added investment as determined by Edison
and as entered by Edison on the last page hereof. The monthly
charge shall be adjusted
Page 1 of 9
periodically in accordance with the
prorata operation and maintenance charges for added facilities
pursuant to Rule No. 2.H.2.C. The monthly charge may be based
upon estimated costs of the removable facilities portion of the
Interconnection Facilities and when the recorded book cost of
the removable facilities portion of the Interconnection
Facilities has been determined by Edison, the charges shall be
adjusted retroactively to the date when service is first
rendered by means of such Interconnection Facilities.
Additional charges resulting from such adjustment shall, unless
otherwise mutually agreed, be payable within thirty (30) days
from the date of presentation of a bill therefor. Any credits
resulting from such adjustment shall, unless otherwise mutually
agreed, be refunded within thirty (30) days following demand of
Seller.
2. Seller shall pay to Edison, prior to the start of
construction of the Interconnection Facilities, the total
estimated costs for the nonremovable facilities portion of the
Interconnection Facility as determined by Edison. The estimated
costs for the Interconnection Facilities, as entered on the last
page hereof, shall be determined by Edison. In the event Seller
abandons its plans for installation of such Interconnection
Facility, for any reason whatsoever, including failure to obtain
any required permits, Seller shall reimburse Edison upon
Page 2 of 9
receipt of supporting documentation for any and all expenses
incurred by Edison pursuant to this agreement within thirty
(30) days after presentation of a bill.
3. Seller shall pay a monthly operation and maintenance
charge for the nonremovable facilities portion of the
Interconnection Facilities' operation and maintenance in the
amount of 0.9% of the added investment as determined by Edison
and as entered by Edison on the last page hereof. The monthly
charge shall be adjusted periodically in accordance with the
pro-rata operation and maintenance charges for added facilities
pursuant to Rule No. 2.H.2.b. The monthly charge may be based
upon estimated costs of the nonremovable facilities portion of
the Interconnection Facilities and when the recorded book cost
of the nonremovable facilities portion of the Interconnection
Facilities has been determined by Edison, the charges shall be
adjusted retroactively to the date when such Interconnection
Facilities are available for use. Additional charges resulting
from such adjustment shall, unless other terms are mutually
agreed upon, be payable within thirty (30) days from the date of
presentation of a bill therefor. Any credits resulting from
such adjustment shall, unless otherwise mutually agreed, be
refunded within thirty (30) days following demand of Seller.
Page 3 of 9
4. Whenever a change is made in the removable facilities
portion of the Interconnection Facilities which results in
changes in the added investment, the monthly charge shall be
adjusted on the basis of the revised added investment. The
description of the Interconnection Facilities shall be amended
by Edison to reflect any changes in equipment, installation and
removal cost, amount of added investment, and monthly charge
resulting from any such change in the removable facilities
portion of the Interconnection Facilities or adjustment as
aforesaid.
5. Whenever a change is made in the nonremovable facilities
portion of the Interconnection Facilities which results in
changes in the added equipment investment, the cost of such
change shall be payable by Seller within sixty (60) days from
the date of presentation of a bill therefore. The description
of the Interconnection Facilities shall be amended by Edison to
reflect any changes in equipment, installation and removal cost,
and amount of added investment. If required, the monthly charge
resulting from any such change in the nonremovable facilities
portion of the Interconnection Facilities shall be adjusted on
the basis of the revised added investment.
6. All monthly charges payable hereunder shall commence upon
the date when said Interconnection Facilities are available for
use and shall first be payable fifteen (15) days after Edison
submits the first bill therefore and
Page 4 of 9
shall continue until the abandonment of such Interconnection
Facilities by Seller, subject to the provisions of
Paragraphs 2. And 7. hereof.
7. If the interconnection Facilities are abandoned by
termination of service or otherwise, prior to five (5) years
from the date Seller's Generating Facility is operational,
Seller shall pay to Edison estimated cost of equipment and
installation plus the cost of removing the removable facilities
portion of the Interconnection Facilities less the estimated
salvage value, within thirty (30) days after presentation of a
bill therefor. Alternatively, Seller may pay to Edison, as a
single payment, the sum of the monthly charges from paragraphs
1, 3, 4 and 5 hereof for the period beginning on the date on
which said facilities are to be removed and ending on a date
five (5) years from the date on which monthly charges commenced
pursuant to provisions of paragraphs 4 and 5 hereof. Such
alternative payment shall be made not later than thirty (30)
days prior to the date on which Edison is to remove the
Interconnection Facilities. If the Interconnection Facilities
have been only partially constructed prior to such abandonment,
Seller agrees to pay to Edison the amount expended by Edison
(not exceeding the estimated installation and removal cost) for
installing and removing the partially constructed
Interconnection Facilities within thirty (30) days after
Page 5 of 9
presentation of a bill therefor. If the Interconnection
Facilities are abandoned solely by Edison at any time prior to
or within the five (5) year term of this agreement, as of the
date of abandonment, Seller's obligation to pay Interconnection
Facilities charges, pursuant to paragraph 1, shall terminate and
Seller shall not have any obligation to pay the charges
described in this paragraph 7.
8. Seller shall provide evidence, to Edison's satisfaction,
of Seller's ability to perform its obligations pursuant to
Paragraph 7 above, within ninety (90) days after Edison has
provided Seller with Edison's cost for the Interconnection
Facilities and the estimated removal costs of Interconnection
Facilities. Seller shall provide to Edison said evidence by
means of a performance bond or other evidence as agreed to by
both Parties.
9. Seller agrees to utilize said Interconnection Facilities
in accordance with good operating practice and to reimburse
Edison for damage to said Facilities occasioned or caused by the
Seller or any of his agents, employees or licensees. Failure so
to exercise due diligence in the utilization of said
Interconnection Facilities shall give Edison the right to
terminate this contract, to remove said facilities and to demand
immediate reimbursement for the equipment installation and
removal costs, less the
Page 6 of 9
estimated salvage value if the facilities are removed within
five (5) years from the date of this contract.
10. Edison's performance under this Contract is subject to
the availability of materials required to provide the
Interconnection Facilities provided for herein and to all
applicable Tariff Schedules of Edison.
11. The parties also understand and agree that due to
equipment acquisition lead time and construction time
requirements, Edison requires a minimum of 6 months from the
time of authorization to construct the aforementioned
Interconnection Facility and place it in operation. Edison
shall have no obligation to Seller with regard to any target
date established by Seller which is less than eighteen (18)
months from the date this application is executed. However,
Edison shall exercise its best effort to meet Seller's projected
operational date.
12. (If applicable) This Contract for Interconnection
Facilities supplements the appropriate application and
contract(s) for electric service presently in effect between
Seller and Edison.
Page 7 of 9
13. This Contract shall to the extent provided by law at all
times be subject to such changes or modifications by the Public
Utilities Commission of the State of California as said
Commission may, from time to time, direct in the exercise of its
jurisdiction.
SELLER: Tenneco Oil Company
WITNESS: _______________ BY: _______________________
Robert T. Bogan
Vice President and
Division General Manager
Approved and Accepted for
SOUTHERN CALIFORNIA EDISON COMPANY
By _______________________
Glenn J. Bjorklund
Vice President
DATED: July 29, 1987
Page 8 of 9
TENNECO OIL COMPANY - PHASE II
SCE STANDARD FIRM POWER PURCHASE AGREEMENT
SERVICE
ADDRESS: 25121 North Sierra Highway, Newhall, CA
DATE APPLICANT DESIRES INTERCONNECTION FACILITIES
AVAILABLE: June 1, 1990
DATE APPLICANT WILL BEGIN CONSTRUCTION OF THE GENERATING
FACILITY: October 1, 1989 (Last possible date for start of
Construction)
DESCRIPTION OF INTERCONNECTION FACILITIES:
12 kV time-of-use metering for power provided by Edison
12 kV time-of-purchase metering for power sold to Edison
12 kV time-of-purchase metering for application to stand-by
Telemetering
REMOVABLE FACILITIES PORTION OF THE INTERCONNECTION FACILITIES
TOTAL COST OF INTERCONNECTION Estimated $14,200
FACILITIES *
ADDED INVESTMENT*: Estimated $14,200
INSTALLATION AND REMOVAL COST*: Estimated $7,600
ONE-TIME CHARGE: Estimated $ 0
NON-REMOVABLE FACILITIES PORTION OF THE INTERCONNECTION
FACILITIES
Seller shall provide all non-removable facilities
* Cost estimates are for information purposes only and are
not binding unless provided in writing by Edison pursuant
to a written request by Seller.
** The 41.6 MW Cogeneration project will consist of Phase I and
Phase II, approximately 20.8 MW each.
Page 9 of 9
SCE STANDARD AGREEMENT
FIRM POWER PURCHASE
APPENDIX A.3
INTERCONNECTION FACILITIES - SELLER OWNED AND OPERATED FACILITY
A.3.1 Seller acknowledges that Seller has read Edison's Tariff
Rule No. 21 and the QFMP and understands Seller's obligation and
the consequences, as set forth in the QFMP and Part 1, Section
25 herein, for failure to satisfy any of the milestones in the
QFMP.
A.3.2 In the event Seller loses its priority under Section 25.4
for existing available Edison line capacity, Seller shall,
pursuant to Edison's Tariff Rule No. 21, be obligated to pay any
additional cost for upgrades or additions necessary to
accommodate Seller's deliveries. In such event, Edison and
Seller shall amend this Agreement to reflect the conditions
resulting from the change in priority.
A.3.3 Seller shall design, purchase, construct, operate and
maintain Seller owned Interconnection Facilities at its sole
expense. Edison shall have the right to review the design as to
the adequacy of the Protective Apparatus provided. Any
additions or modifications required by Edison shall be
incorporated by Seller.
A.3.4 Notwithstanding the provisions of Section 16, Seller,
having elected to own, operate, and maintain the Interconnection
Facilities, shall accept all liability and release Edison from
and indemnify Edison against any liability for faults or damage
to Seller's
Page A.3-1
Interconnection Facility, the Edison electric system
and the public as a result of the operation of Seller's project.
A.3.5 Edison shall have the right to observe the construction
of the Interconnection Facilities, and inspect said facilities
after construction is completed at the Seller's expense.
A.3.6 Facilities which are deemed necessary by Edison for the
proper and safe operation of the Interconnection Facilities and
which Seller desires Edison to own and operate at Seller's
expense shall be provided as appendant facilities. Edison shall
own, operate and maintain any necessary appendant facilities
which may be installed in connection with the Interconnection
Facilities at Seller's expense. Edison may, as it deems
necessary, modify the aforementioned facilities at Seller's
expense.
A.3.7 For the appendant facilities, Seller elects (check on):
__X___ Option I: Edison shall install, own, operate and
maintain the appendant facilities and Seller shall pay to Edison
the total estimated cost for the appendant facilities prior to
the start of construction of the appendant facilities.
______ Option II: Seller shall install at Seller's expense its
portion of the appendant facilities in accordance with Rule 21.
Within 30 days after
Page A.3-2
installation is complete, Seller shall transfer ownership of the
appendant facilities to Edison in a manner acceptable to Edison.
A.3.8 Maintenance of facilities referred to in Section A.3.6
shall be paid by Seller pursuant to the attached Application and
Contract for Interconnection Facilities Plus Operation and
Maintenance ("Contract").
A.3.9 To the extent that Edison deems it necessary to effect
the arrangements contemplated by this Agreement, Edison may,
from time to time, request the Seller to design, install,
operate, maintain, modify, replace, repair or remove any or all
of the Interconnection Facility. Such equipment and/or
Protective Apparatus shall be treated as Interconnection
Facilities and added to the Interconnection Facilities Contract
by amendment pursuant to Section A.3.6.
A.3.10 Edison shall have the right to review any changes in the
design of the Interconnection Facilities and recommend
modification(s) to the design as it deems necessary for proper
and safe operation of the Project when in parallel with the
Edison electric system. The Seller shall be notified of the
results of such review by Edison, in writing, within 30 days of
the receipt of all specifications related to the proposed design
changes. Any flaws perceived by Edison in the proposed design
changes, shall be described in the written notice.
Page A.3-3
Attachment to Appendix A.3
APPLICATION AND CONTRACT FOR INTERCONNECTION FACILITIES
PLUS OPERATION AND MAINTENANCE
The undersigned Seller hereby requests the Southern California
Edison Company (Edison) to provide the appendant facilities
described on the last page hereof and by this reference herein
incorporated, hereinafter called "Interconnection Facilities."
Interconnection Facilities as defined and used herein are a
group of Added Facilities which have been designated as
Interconnection Facilities, to accommodate negotiation and
preparation of contracts for parallel generation projects.
Interconnection Facilities, as are Added Facilities, shall be
provided in accordance with the Applicable Tariff Schedules of
Edison. Such Interconnection Facilities are to be owned,
operated and maintained by Edison.
In consideration of Edison's acceptance of this Contract, Seller
hereby agrees to the following:
1. If Seller elects Option I in Section A.3.7, Seller shall pay
to Edison, prior to the start of construction of the
Interconnection Facilities, the total estimated costs for the
Interconnection Facility as determined by Edison and entered on
the last page hereof. In the event Seller abandons its plans
for installation of such Interconnection Facility, for any
reason whatsoever, including failure to obtain any required
permits, Seller shall reimburse Edison upon receipt of
supporting documentation for any and all
Page 1 of 6
expenses incurred by Edison pursuant to this Contract within
thirty (30) days after presentation of a bill. In the event
Seller has prepaid the total estimated costs for the
Interconnection Facility as provided herein, prior to
abandonment, Edison will account to Seller for monies expended
to the date of the abandonment of the plans for installation
within 30 days after Notice of Abandonment has been served on
Edison.
2. If Seller elects Option II in Section A.3.7, Edison shall
have the right to observe the construction of the
Interconnection Facilities and inspect and test said facilities
after construction is completed at the Seller's expense.
3. The parties also understand and agree that due to equipment
acquisition lead time and construction time requirements, Edison
requires a minimum of twenty-four (24) months from the time of
authorization to construct the aforementioned Interconnection
Facility and place it in operation. Edison shall have no
obligation to Seller with regard to any target date established
by Seller which is less than twenty-four (24) months from the
date this Contract is executed. However, Edison shall exercise
its best efforts to meet Seller's projected operational date.
4. Seller shall pay a monthly charge for the Interconnection
Facilities' operation and maintenance in the amount of 0.9% of
the added equipment investment as determined by
Page 2 of 6
Edison and as entered by Edison on the last page hereof. The
monthly charge shall be adjusted periodically in accordance
with the pro-rata operation and maintenance charges for added
facilities pursuant to Rule No. 2.H. The monthly charge may
be based upon estimated costs of the Interconnection Facilities
and when the recorded book cost of the Interconnection Facilities
has been determined by Edison, the charges shall be adjusted
retroactively to the date when service is first rendered by means
of such Interconnection Facilities. Upon request by Seller, Edison will
supply documentation of any periodic adjustments to the monthly
charge. Additional charges resulting from such adjustment
shall, unless other terms are mutually agreed upon, be payable
within thirty (30) days from the date of presentation of a bill
therefor. Any credits resulting from such adjustment will,
unless other terms are mutually agreed upon, be refunded upon
demand of Seller.
5. Whenever a change is made in the Interconnection Facilities
which results in changes in the added equipment investment, the
monthly charge will be adjusted on the basis of the revised
added equipment investment. The cost of such change shall be
payable by Seller within sixty (60) days from the date of
presentation of a bill thereof. The description of the
Interconnection Facilities will be amended by Edison and
initialed by
Page 3 of 6
Seller on the last page hereof to reflect any changes in
equipment, installation and removal cost, amount of
added equipment investment, and monthly charge resulting from
any such change in the Interconnection Facilities or adjustment
as aforesaid. However, the charge for the change in the
Interconnection Facilities shall be payable by Seller not
withstanding Seller's failure to initial the Amendment as
provided herein.
6. The monthly charges payable hereunder shall commence upon
the date when said Interconnection Facilities are available for
use but not before service is first established and rendered
through Edison's normal facilities and shall first be payable
within 30 days when Edison shall submit the first energy bill
after such date and shall continue until the abandonment of such
Interconnection Facilities by Seller, subject to the provisions
of Paragraphs 5. and 6. hereof.
7. Seller agrees to utilize said Interconnection Facilities in
accordance with good operating practice and to reimburse Edison
for damage to said Facilities occasioned or caused by the Seller
or any of his agents, employees or licensees. Failure so to
exercise due diligence in the utilization of said
Interconnection Facilities upon written notice of same to
Seller, will give Edison the right to terminate this Contract.
Page 4 of 6
8. Edison's performance under this Contract is subject to the
availability of materials required to provide the
Interconnection Facilities provided for herein and to all
applicable Tariff Schedules of Edison.
9. This Application and contract for Interconnection Facilities
supplements the appropriate application and contract(s) for
electric service presently in effect between Seller and Edison.
10. This Contract shall at all times be subject to such changes
or modifications by the Public Utilities Commission of the State
of California as said Commission may, from time to time, direct
in the exercise of its jurisdiction.
DATED: 8/25/1986 SELLER: TENNECO OIL COMPANY
WITNESS: By: Robert T. Bogan
Mail (Address)
Approved and Accepted for
SOUTHERN CALIFORNIA EDISON COMPANY
By: Glenn J. Bjorklund
Vice President
Page 5 of 6
SELLER: Tenneco Oil Company
SERVICE ADDRESS: 25121 North Sierra Highway, Newhall, CA
DATE APPLICANT DESIRES INTERCONNECTION FACILITIES
AVAILABLE: July 1, 1988 (Phase I) June 1, 1990 (Phase II)
DATE APPLICANT WILL BEGIN CONSTRUCTION OF THE GENERATING
FACILITY: July 1, 1986 (Phase I) October 1, 1989 (Phase II)
DESCRIPTION OF INTERCONNECTION FACILITIES: (Phase I and II)
(See attached single line electrical schematic)(not included in EDGAR filing)
5.6 miles of new 66 kv line on wood poles
66/12 kv Substation for 41.6 MW cogeneration**
Telecommunication
Metering and telemetering equipment
Modifications of Saugus and Newhall Substations
SELLER SHALL FURNISH:
All non-removable facilities
2-22.4 MVA Transformers
1-Low-Side circuit breaker
Payment shall be made according to the following schedule:
15% When Interconnect is signed
35% First quarter 1987
50% First quarter 1988
TOTAL COST OF INTERCONNECTION FACILITIES*: ESTIMATED $2,421,600
ADDED INVESTMENT*: ESTIMATED $2,402,600
ADDED INVESTMENT: RECORDED BOOK COST $----
ESTIMATED INSTALLATION AND REMOVAL COST*: $1,924,400
ONE-TIME CHARGE: $19,000
DATE SERVICE FIRST RENDERED BY MEANS OF THE INTERCONNECTION
FACILITIES:
** Such 41.6 MW cogeneration project will be in Phases - Phase I
and Phase II, approximately 20.8 MW facility each.
* Cost estimates are for information purposes only and are not
binding unless provided in writing by Edison pursuant to a
written request by Seller.
Page 6 of 6 Attachment to Appendix A.3
NEWHALL PHASE II
APPENDIX B.1
ENERGY PURCHASE PROVISION
1. Seller shall receive a monthly payment for Energy purchased
by Edison based on Edison's full avoided operating costs approved
by the Commission throughout the Contract Term and updated
periodically with Commission approval. Data used to derive Edison's
full avoided costs will be made available to the Seller to the extent
specified by Seller upon request.
Seller's monthly Energy payment shall be the sum of payments for Energy
purchased during the on-peak, mid-peak and off-peak periods as those
periods are defined in Edison Tariff Schedule No. TOU-8.
Payment shall be calculated as follows:
MONTHLY ENERGY PAYMENT = On-Peak Period Energy Payment
+ Mid-Peak Period Energy Payment
+ Off-Peak Period Energy Payment
Where:
PERIOD ENERGY PAYMENT = (Avoided Operating Cost per kwh by Period)
x (Period kwh Delivered by Seller and
Purchased by Edison)
x (Energy Loss Adjustment Factor).
2. Edison shall not be obligated to accept or pay for and may
request Seller whose Generating Facility is 1 MW or greater to
discontinue or reduce delivery of Energy during periods when
purchases under this Agreement would result in costs greater
than those which Edison would incur if it did not purchase
Energy from Seller but instead generated from another source an
equivalent amount of energy. When possible, Edison shall make a
reasonable effort to sell excess energy before requesting Seller
to discontinue or reduce Energy delivery. Also when possible,
Edison shall give Seller reasonable notice of the possibility
that Seller may be requested to discontinue or reduce Energy
delivery pursuant to this Section.
3. When the Edison Electric System demand would require that
hydro-energy be spilled to reduce generation, Seller will be
paid a hydro savings payment for Energy delivered. When Edison
anticipates such periods, Edison shall notify Seller that a
hydro savings payment period is possible. The payment will be
calculated when a hydro spill condition occurs, and shall be
determined as follows:
HYDRO SAVINGS PAYMENTS =
(Projected kwh from Qualifying) _ (Required Hydro kwh Spill to)
(Facilities per Period ) (Reduce Generation per Period)/
(Projected kwh from Qualifying Facilities per Period)
x (Period Energy Payment).
Note: If the result of the Hydro Savings Payment calculation is less than or
equal to zero, no Hydro Savings Payment shall be made to Seller.
Document No. 3099H
NEWHALL PHASE II
APPENDIX B.2
FIRM POWER PURCHASE PROVISION
CAPACITY PAYMENTS FOR FIRM POWER PURCHASES
1. The power purchase provisions in this Appendix shall become
effective on the date of Firm Operation specified in this
Agreement.
2. Seller shall be paid for Contract Capacity delivered to
Edison on a monthly basis. Payments will be based on the
Standard Offer No. 2 Capacity Payment Schedule (Seller to select
one of the following)
_X__ in effect at the time of execution of this Agreement or
____ in effect on the date of Firm Operation of the first
generating unit.
Capacity payment schedule will be based on Edison's full avoided
operating costs as approved by the Commission, throughout the
life of this Agreement. Data used to derive Edison's full
avoided costs will be made available to the Seller, to the
extent specified by Seller, upon request.
3. The Contract Capacity Price of $153/kw-yr shall be used to
determine payment in this Agreement.
4. PAYMENT OPTION
4.1 Seller has two options for calculation of Contract
Capacity payments. Such options, herein referred to as Option
No. 1 and No. 2, are described below in this Section. Seller
hereby elects:
_____ Option No. 1, Section 5
__X__ Option No. 2, Section 6.
4.2 Seller may change the option for Contract Capacity payment
only with Edison's consent.
5. PAYMENT OPTION 1 - PERFORMANCE BASED ON
AVAILABILITY/DISPATCHABILITY
5.1 Minimum Performance Requirement in Option 1 to receive full
capacity payments.
5.1.1 The Generating Facility must be dispatchable to Edison
upon request, and meet the following conditions:
i) The Generating Facility must be available during all on-
peak hours of each Peak Month except during hours of allowable
Forced Outage (Section 5.1.4).
ii) The Generating Facility must be available for all other
hours of the year except during hours of allowable maintenance
(Section 7) and during hours of allowable Forced Outage (Section
5.1.4).
iii) The Generating Facility must maintain an adequate fuel
supply.
5.1.2 Telemetering or other suitable means of communication
between the Generating Facility
Page B.2-2
and the Edison dispatch center shall be provided at Seller's expense.
5.1.3 The measure of availability shall be the performance during
the hours that the Generating Facility is dispatched, ignoring energy
produced over the rated capacity of the Generating Facility.
Dispatching requests can only increase power production, and only up
to the Contract Capacity.
5.1.4 The Seller is allowed a 20% Forced Outage rate for the on-peak
hours of each Pak Month, a 20% Forced Outage rate for the mid- and
off-peak hours of each Peak Month, and a 20% Forced Outage rate for the
hours of each non-Peak Month. Except during the Peak Months, Seller may
accumulate and apply the 20 percent allowance for Forced Outage for any
consecutive three month period.
5.2 Payment Provision in Option 1
5.2.1 When the requirements of Section 5.1 are met, the payment is:
MONTHLY CAPACITY PAYMENT = (Contract Capacity Price)
x (1/12)
x (Contract Capacity)
5.2.2 When the requirements of Section 5.1 are not met, the monthly payment
is:
Page B.2-3
MONTHLY CAPACITY PAYMENT = (Contract Capacity Price)
x (Contract Capacity)
x (1/12)
x (Availability/.8).
(cannot be greater than 1)
5.3 Payments in excess of 100% of Contract Capacity Price.
5.3.1 Bonus During Peak Months
For a Peak Month, the Seller will receive a bonus if
1) The performance requirements of Section 5.1 have been met; and,
2) The on-peak availability exceeds 85%.
5.3.2 Bonus During Non-Peak Months
In a non-Peak Month, the Seller will receive a bonus if
1) The performance requirements of Section 5.1 have been met;
2) The on-peak availability for each of the year's Peak Months was at least
85%; and
3) The on-peak availability exceeds 85%.
5.3.3 Bonus Payment
For any eligible month, the bonus payment will be calculated according
to the following formula.
MONTHLY BONUS PAYMENT = (1.2 x on-peak availability - 1.02)
X (1/12) Contract Capacity Price
X Contract Capacity
Page B.2-4
5.3.4 Total monthly capacity payment when a bonus is earned shall be the
sum of the monthly capacity payment (Section 5.2.1) and the monthly bonus
payment (Section 5.3.3).
6. PAYMENT OPTION 2 - PERFORMANCE BASED ON CAPACITY FACTOR
Minimum performance Requirement in Option 2 to receive full capacity payments.
6.1.1 The Contract Capacity shall be delivered for all of the on-peak hours
as defined in Tariff Schedule No. TOU-8 in each of the Peak Months subject
to a 20% allowance for Forced Outages for each month.
6.1.2 There is no minimum performance requirement for the rest of the year.
6.2 Payment Provision in Option 2
The monthly capacity payment shall be calculated as the sum of the on-peak,
mid-peak, and off-peak capacity payments. Each capacity period payment is
calculated as follows:
Page B.2-5
MONTHLY CAPACITY PERIOD = (Contract Capacity Price)
PAYMENT x (Conversion to Monthly Payment)
x (Contract Capacity)
X (Period Performance Factor)
Where:
PERIOD PERFORMANCE FACTOR =
Period kwh Purchased by Edison*
0.8 x (Contract Capacity) x (Period Hrs. - Allowable Maintenance Hrs.)
(The Period Performance Factor cannot exceed 1).
Conversion to Monthly Payments: The following factors convert
Contract Capacity Price to monthly payments by time period of
delivery. These conversion factors will be subject to periodic
change as approved by the Commission.
SUMMER PERIOD WINTER PERIOD
On-peak .13125 .02094
Mid-peak .00267 .01054
Off-peak .00000 .00127
6.3 Payments in excess of 100% of Contract Capacity Price
6.3.1 Bonus During Peak Months
For a Peak Month, the Seller will receive a bonus if
1) The Performance Requirements of Section 6.1 have been met; and
2) The on-peak capacity factor exceeds 85%.
* Only by mutual consent can the kilowatthours used in this Period Performance
Factor calculation be delivered to Edison at a rate of delivery greater than
the Contract Capacity.
Page B.2-6
6.3.2 Bonus During Non-Peak Months
1) The performance requirements of Section 6.1 have been met;
2) The on-peak capacity factor for each of the year's Peak Months
was at least 85%; and
3) The on-peak capacity factor exceeds 85%.
6.3.3 Bonus Payment
For any eligible month, the bonus payment is the following:
BONUS PAYMENT = (1.2 x on-peak capacity factor - 1.02)
X Contract Capacity Price
X (1/12)
X Contract Capacity
Where:
ON-PEAK CAPACITY FACTOR =
On-Peak kwh Purchased by Edison/
(Contract Capacity) x (Period Hrs. - Allowable Maintenance Hrs.)
6.3.4 The monthly capacity payment when a bonus is earned shall be the sum of
the monthly capacity payment (Section 6.2) and the monthly bonus payment
Section 6.3.3).
7. SCHEDULED MAINTENANCE ALLOWANCES
The allowance for scheduled maintenance is as follows:
7.1 Outage periods for scheduled maintenance shall not exceed
840 hours (35 days) in any 12-month period. This allowance may
be used in increments of an hour or longer on a consecutive or
nonconsecutive basis.
Page B.2-7
7.2 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.
8. FAILURE TO MEET MINIMUM PERFORMANCE REQUIREMENTS
8.1 Except when caused by Uncontrollable Forces, if Seller
fails to meet the minimum performance requirements as set forth
in Sections 5.1 and 6.1. The following shall apply:
8.1.1 Seller may be placed on probation for a period not to
exceed 15 months or as otherwise agreed to by the Parties.
During this period, the monthly capacity payment will be based
on the level of capacity actually delivered.
8.1.2 If Seller meets or demonstrates to Edison pursuant to
Section 11, Part I that it can meet its minimum requirement
during the probationary period, Edison shall reinstate regular
capacity payments.
8.1.3 If Seller fails to meet its minimum requirements during
the probationary period, Edison may derate the Contract Capacity
to the greater of the capacity actually delivered when the
minimum requirements were not met, or the capacity at which
Seller is reasonably likely to meet the minimum requirements.
Page B.2-8
In either case, the quantity by which the Contract Capacity is
reduced shall be considered terminated without prescribed notice
as provided in Section 5.5, Part I.
8.2 If Seller is prevented from meeting the minimum performance
requirement because of a Forced Outage on the Edison system or a
request to cease or curtail delivery under Section 2, Appendix
B.1, Edison shall continue capacity payments. Under Option 2,
capacity payments will be calculated in the same manner used for
scheduled maintenance outages.
8.3 If deliveries are interrupted or reduced because of
Uncontrollable Forces, Edison shall continue capacity payments
for 90 days form the occurrence of the Uncontrolled Force event.
If Seller has chosen Option 2 as a method for capacity payments,
payments due during a period of interruption or reduction by
reason of an Uncontrolled Force, shall be calculated in the same
manner used for scheduled maintenance outages.
8.4 Adjustment for Hydroelectric Facility Hydroelectric
facilities which have their Contract Capacity based on the five
dry-year average, shall not have their Contract Capacity
terminated or derated when their failure to meet minimum
performance requirements is due solely to the occurrence of a
dry year which is
Page B.2-9
drier than the five dry-year average. During drier-year
conditions, the Seller shall be paid for the amount of capacity,
if any, actually delivered. Capacity payments shall resume at
the Contract Capacity Price when hydro conditions once again
reach the level used to determine the capacity ratings.
9. EXAMPLES OF TERMINATION CALCULATIONS
9.1 Example 1
Termination with Prescribed Notice
Assumptions:
1) Power delivery starts in January 1985 on a 20-year Contract
Term for a Contract Capacity of 50 MW. Contract Capacity Price
is $132/kW-yr.
2) In January 1987, Seller notifies Edison that the Contract
Capacity will be reduced to 20 MW in January 1990. The Adjusted
Capacity Price for the capacity being terminated (30 MW) is $93/kW-yr.
3) Federal Reserve Board three months prime commercial paper
rate is 1% per month.
4) Seller is under Option 1 for capacity payment.
5) Prescribed notice required is 36 months.
Resulting Action:
Capacity Payment Adjustment (Section 5.4.3, Part I)
For a period from January 1987 to January 1990, the capacity
price for the 50 MW will be $109/kW-yr, the
Page B.2-10
weighted average of $132 and $93 calculated as follows:
(20/50) x $132 + (30/50) x $93 = $109/kW-yr
Starting January 1990 the Contract Capacity Price will return to
$132/kW-yr but for only 20 MW.
Capacity Overpayment Refund (Section 5.4.2,Part I)
The Seller must also repay to Edison the overpayments made in
1985 and 1986 on the 30 MW portion of the contract which is
being terminated, at the rate of $39/kW-yr ($132 - $93).
Since under Option 1, (1/12) of the capacity is paid each month,
the overpayment consists of 24 monthly payments made between
January 1985 and December 1986, each amounting to:
$39/kW-yr x (1/12) x 30,000 kW = $97,500/month
This annuity of 24 payments has a present value in January 1985
of
$97,500 x 1 = $97,500 x 1
Capital Recovery Factor 0.01
1
1 - (1.01) 24
= $2,071,230
The value of this annuity (including interest) in January 1987, the amount
payable to Edison becomes $2,071,230 x Compound Amount Factor
= $2,071,230 x (1.01)24
= $2,629,913
Page B.2-11
9.2 Example 2
Termination Without Prescribed Notice
Assumptions:
(1) Power delivery starts in January 1985 on a 20-year Contract Term for
a Contract Capacity of 50 MW. Contract Capacity Price is $132/kW-yr.
(2) In January 1987, Seller notified Edison that the Contract Capacity
will be reduced to 20 MW in January 1988. The Adjusted Capacity Price
for the capacity being terminated (30 MW) is $88/kW-yr.
(3) Federal Reserve Bond three months prime commercial paper rate is 1%
per month.
(4) Seller is under Option 1 for capacity payment.
(5) The capacity price for a Contract Term of seventeen (17) years with
a delivery date of 1988 will come from the capacity table in effect at the
time of the termination notice. Assume this value is $158/kW-yr.
(6) Prescribed notice required is 36 months.
Resulting Action:
Capacity Payment Adjustment (Section 5.4.3, Part I)
For period from January 1987 to January 1988, the capacity price for
the 50 MW will be $106/kW-yr, the weighted average of $132 and $88
calculated as follows:
Page B.2-12
(20/50) x $132 + (30/50) x $88 = $106/kW-yr
Starting January 1988, the capacity price will return to $132/kW-yr,
but for only 20 MW.
Capacity Overpayment Refund (Section 5.4.3, Part I)
The amount of capacity overpayment refund to be made to Edison by Seller
is $2,967,082. (For calculation of this payment amount see Capacity
Overpayment Refund section of the termination with prescribed notice
example, Section 9.1).
Capacity Replacement Cost (Section 5.5.2, Part I)
The Seller must also pay Edison a one time capacity replacement cost of
$1,560,000 calculated as follows:
(30,000 kW) ($158 - $132) (2 years) = $1,560,000
Total Repayment to Edison
The total repayment from Seller to Edison will be $4,527,082, which is the
sum of the capacity overpayment refund and the capacity replacement cost.
Page B.2-13
Revised Cal. P.U.C. Sheet No. 8524-E
Cancelling Revised Cal. P.U.C. Sheet No. 8399-E
SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770
Schedule No. TOU-8
GENERAL SERVICE - LARGE
APPLICABILITY
Applicable to general service, including lighting and power.
This schedule is mandatory for all customers whose monthly
maximum demand exceeds 500 kw for any three months during the
preceding 12 months, except that customers with demands in
excess of 5,000 kw, who otherwise qualify, may elect service
under Schedule No. 1-5. 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: $560.00
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 8.426 cents
Plus all mid-peak kwh, per kwh 7.026 cents
Plus all off-peak kwh, per kwh 5.856 cents
The above rates are subject to the Steel Surcharge Adjustment
as set forth in Special Condition No. 13.
Charges for energy are calculated for customer billing using the
components shown below.
Advice Letter No. 694-E Date Filed August 19, 1985
Decision No. Effective November 13, 1985
Resolution No. E-2062
Michael R. Peevey
Senior Vice President
Revised Cal. P.U.C. Sheet No. 8458-E
Cancelling Revised Cal. P.U.C. Sheet No. 8447-E
SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770
Schedule No. TOU-8
GENERAL SERVICE - LARGE
(Continued)
ENERGY CHARGE COMPONENTS
Per kwh
On-Peak Mid-Peak Off-Peak
(in cents) (in cents) (in cents)
Base Rate:
All kwh 2.356 2.356 2.356
Adjustment Rates:
Energy Cost Adjustment
Billing Factor 4.871 3.471 2.301
Annual Energy Rate 0.070 0.070 0.070
Conservation Load Management
Billing Factor 0.030 0.030 0.030
Electric Revenue Adjustment
Billing Factor -0.183 -0.183 -0.183
Major Additions Adjustment
Billing Factor 1.270 1.270 1.270
Annual Major Additions Rate 0.000 0.000 0.000
PUC Reimbursement Fee 0.012 0.012 0.012
Total Adjustment Rates 6.070 4.670 3.500
The PUC Reimbursement Fee is described in Schedule No. RF-E.
The Adjustment Rates are described in Parts C, I, J, and L of
the Preliminary Statement.
SPECIAL CONDITIONS
1. Time periods are defined as follows:
On-Peak: 12:00 p.m. to 6:00 p.m.
summer weekdays except holidays
5:00 p.m. to 9:00 p.m.
winter weekdays except holidays
Mid-Peak: 8:00 a.m. to 12:00 p.m. and 6:00 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 an off-peak period. No change in
off-peak will be made for holidays falling on Saturday.
The summer session 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.
Advice Letter No. 680-E Date Filed May 8, 1985
Decision Nos. 84-12-068 Effective June 2, 1985
85-04-068 Resolution No.
Michael R. Peevey
Senior Vice President
Revised Cal. P.U.C. Sheet No. 8189-E
Cancelling Revised Cal. P.U.C. Sheet No. 7119-E
SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770
Schedule No. TOU-8
GENERAL SERVICE - LARGE
SPECIAL CONDITIONS (Continued)
3. Maximum Demand: Maximum demands shall be established for
the on-peak, mid-peak and off-peak periods. The maximum demand
for each period shall be the measured maximum average kilowatt
input indicated or recorded by instrument to be supplied by the
Company, during any 150minute 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 computed in accordance with
the section designated Welder 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 demands 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.
12D. 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 transformer(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 load 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 kv.
Advice Letter No. 669-E Date Filed December 31, 1984
Decision No. 84-12-068 Effective January 1, 1985
Resolution No.
Michael R. Peevey
Vice President
Revised Cal. P.U.C. Sheet No. 7120-E, 5755-E and
Cancelling Revised Cal. P.U.C. Sheet No. 5862-E
SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770
Schedule No. TOU-8
GENERAL SERVICE - LARGE
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 month. 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 kilowatts.
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 kilowatt hours. 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.
Advice Letter No. 604-E Date Filed December 30, 1982
Decision No. 82-12-055 Effective January 1, 1983
82-12-115 Resolution No. AR-92454
Edward A. Myers, Jr.
Vice President
Revised Cal. P.U.C. Sheet No. 8263-E
Cancelling Revised Cal. P.U.C. Sheet No. 8190-E
SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770
Schedule No. TOU-8
GENERAL SERVICE - LARGE
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 delineated
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 customer: Dial Wattmeter, Recording
Wattmeter, or Paper-Tape Printing Demand Meter.
If the customer desires a supplemental visual demand meter
having features no 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 costs 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 added serving
capacity exceeding 2,000 kva.
13. Steel Surcharge Adjustment: The rates above are subject to
adjustment as provided in Park K of the Preliminary Statement,
at a billing factor of 0.026 cents per kwh.
Advice Letter No. 674-E Date Filed April 4, 1985
Decision No. 83-08-056 Effective May 1, 1985
Resolution No. AR-92454
Michael R. Peevey
Senior Vice President
Revised Cal. P.U.C. Sheet No. 7816-E
Cancelling Revised Cal. P.U.C. Sheet No. 6047-E
SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770
Rule No. 21
COGENERATION AND SMALL POWER PRODUCTION
INTERCONNECTION STANDARDS
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, or harm to persons:
1. Inadvertent and unwanted re-energization of a utility dead
line or bus.
2. Interconnection while out of synchronization.
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 100kw), 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 said 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:
Advice Letter No. 640-E Date Filed January 13, 1984
Decision No. 83-10-093 Effective February 12, 1984
Resolution No. AR-92454
Michael R. Peevey
Senior Vice President
Revised Cal. P.U.C. Sheet No. 7817-E
Cancelling Revised Cal. P.U.C. Sheet No. 7209-E
SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770
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 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 the 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 agreements shall be applied to line
and system reinforcement and/or additions. 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.
Advice Letter No. 640-E Date Filed January 13, 1984
Decision No. 83-10-093 Effective February 12, 1984
Resolution No. AR-92454
Michael R. Peevey
Senior Vice President
Revised Cal. P.U.C. Sheet No. 7818-E
Cancelling Revised Cal. P.U.C. Sheet No. 6049-E
SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770
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 accommodate
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 shares based
on the relative proportion of capacity each Producer will add to
the line.
4. The applicable Company tariff provisions shall be applied to
a Producer who pays for interconnection reinforcement and/or
additions that later accommodate 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 much 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. Watering.
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 an
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. 16.
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 a ratchet device 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.
End of Appendix C - Tariff Schedule No. TOU-8 Rule 21
APPENDIX D
Not attached. Please refer to the "Fifth Interim Opinion,
Qualifying Facility Milestone Procedure, the Fourth Edition".
Decision 86-04-053 April 16, 1986, I. 84-04-077 (filed April 18,
1984) before the Public Utilities Commission of the State of
California.)
AMENDMENT NO. 1
TENNECO OIL COMPANY POWER PURCHASE AGREEMENT
(NEWHALL PHASE II)
AMENDMENT NO. 1
TO THE
POWER PURCHASE CONTRACT
(NEWHALL PHASE II)
BETWEEN
SOUTHERN CALIFORNIA EDISON COMPANY
AND
TENNECO OIL COMPANY
1. PARTIES
The parties to this Amendment No. 1 ("Amendment") to the Power
Purchase Contract are Tenneco Oil Company, hereinafter referred
to as "Tenneco," a Delaware corporation, and Southern California
Edison Company, a California corporation, hereinafter referred
to as "Edison," individually "Party," collectively "Parties."
RECITALS
2.1 On December 20, 1985, Tenneco and Edison executed an
agreement entitled Power Purchase Contract/(Newhall Phase II)
between Tenneco Oil Company and Southern California Edison
Company (referred to in this Amendment as "original Contract").
2.2 The Parties desire to amend the Original Contract to
incorporate the executed Interconnection Facilities Agreement.
3. AGREEMENT
In consideration of the terms and conditions contained in this
amendment, the Parties agree as follows:
3.1 Effective Date
This Amendment No. 1 shall become effective on the date
of execution by the parties.
3.2 Changes to the Original Contract Provisions
The following changes shall be made in the Original
Contract:
3.2.1 On Page 9 of the Original Contract, insert a new
section following Section 4.27 and renumber subsequent sections
as follows: "Section 4.28".
4.28 Qualifying Facility Milestone Procedure ("QFMP")
A statewide procedure adopted by the Commission in Decision No.
85-01-038 on January 16, 1985, as modified by Decision No. 85-
06-163, Decision No. 85-08-045 and Decision No. 85-11-017, and
as may be modified by future Commission decisions following from
QFMP quarterly reviews as ordered in Commission Decision No. 85-
12-075, attached hereto as Appendix D and incorporated herein by
reference. The QFMP contains milestones used to (1) establish
an on-going statewide interconnection priority procedure for
Qualify Facilities ("QF") projects wishing to interconnect with
an electric utility's electrical system; (2) determine the
current status of QF development in the state; and (3) establish
an on-going tracking of QF development to aid in transmission
and resource planning.
3.2.2 On Page 38 of the Original Contract, add the
following new section number 25;
25. OBLIGATIONS OF THE PARTIES UNDER THE QUALIFYING FACILITY
MILESTONE PROCEDURE
25.1 To accommodate power deliveries from Seller's
Generating Facility under this Agreement, Edison shall
interconnect Seller's Generating Facility to the Edison electric
system in accordance with the terms of this Agreement, Edison's
Tariff Rule No. 21, and the QFMP.
25.2 Seller acknowledges that it has read Edison's Tariff
Rule No. 21 and the QFMP and Seller understands its obligations
and the consequences to Seller for failure to meet any of the
QFMP milestones. Failure to meet any of the milestones may
result in the termination of this Agreement and forfeiture of
Seller's Project Fee for the reasons set for in the QFMP.
25.3 Within ten (10) working days after compliance with a
WFMP milestone or the date scheduled for Seller's compliance
with a QFMP milestone, whichever occurs first, Seller shall
submit written notification to Edison that a particular QFMP
milestone either has or has not been met. Pursuant to the QFMP,
Edison shall notify Seller, in writing, within fifteen (15)
working days, after Seller'' notification or after the date
scheduled for Seller's compliance with a particular QFMP
milestone, whichever comes first, whether Seller is or is not in
compliance with that particular QFMP milestone.
25.3.1 If Seller's performance is not in compliance with a
schedule QFMP milestone, Edison shall enumerate the reasons for
such non-compliance in said written notification to Seller.
25.3.2 Seller shall have fifteen (15) working days from the
date it receives Edison's written notification of noncompliance
to cure any deficiency to effectuate compliance with a QFMP
milestone.
25.3.3 If Seller fails to cure said deficiency within the
fifteen (15) working day cure period, Edison shall, within ten
(10) working days thereafter notify Seller that it has missed
that particular QFMP milestone.
25.4 If Seller misses a QFMP milestone pursuant to Section
25.3.3 herein, Seller shall lose its priority for transmission
capacity.
25.4.1 Seller shall have forty-five (45) calendar days,
commencing with the date of receipt of written notification from
Edison of the missed QFMP milestone to establish a new priority
for transmission capacity. To establish said priority, Seller
must provide Edison with information indicating the continued
viability of Seller's project. Such information, pursuant to
the QFMP, shall include:
(i) An updated project definition; and
(ii) An updated final project development schedule or
preliminary development schedule, whichever is appropriate; and
(iii) A written request for a new interconnection study; if
both Seller and Edison agree that tone is necessary, Seller
shall pay the cost of such study as appropriate.
If Seller fails to provide the information required pursuant to
Section 25.4.1 herein, Seller's project shall be deemed no
longer viable; the Project Fee shall be forfeited and this
Agreement shall terminate.
3.2.3 Incorporate Appendix A.3, Pages A.3-1 to A.3-3 and
attachment to Appendix 3, Pages 1-6.
3.2.4 On Page ii of the Original Contract under Appendices
Section, add the following:
Appendix D - Qualifying Facility Milestone Procedure
and add this attachment, Appendix D to the appendix section.
4. OTHER CONTRACT TERMS AND CONDITIONS
Except as expressly amended hereby, all other terms and
conditions of the original contract shall remain in force and
effect.
5. DUPLICATE ORIGINAL
This Amendment No. 1 is executed in two originals. The
signatories hereto represent that they have been appropriately
authorized to enter into this Amendment on behalf of the Party
for whom they sign. This Amendment is hereby executed as of
this 25th day of August 1986.
TENNECO OIL COMPANY
By: Robert T. Bogan
SOUTHERN CALIFORNIA EDISON COMPANY
By: Glenn J. Bjorklund
Vice President
AMENDMENT NO. 2
TO THE
POWER PURCHASE AGREEMENT
BETWEEN
TENNECO OIL COMPANY
AND
SOUTHERN CALIFORNIA EDISON COMPANY
AMENDMENT NO. 2 TO THE
POWER PURCHASE AGREEMENT BETWEEN
TENNECO OIL COMPANY AND
SOUTHERN CALIFORNIA EDISON COMPANY
1. PARTIES. This Amendment No. 2 to the Power Purchase
Agreement between Tenneco Oil Company and Southern California
Edison Company ("Agreement") is entered into between Tenneco Oil
Company ("Seller") and Southern California Edison Company
("Edison"); individually "Party" and collectively "Parties".
2. RECITALS. This Amendment No. 2 to the Agreement is made
with reference to the following facts, among others:
2.1 The Parties executed the Agreement on August 25, 1986.
2.2 The Contract specified "Seller Owned and Operated
Basis" as the Interconnection Facilities Agreement option for
providing the project's interconnection facilities as set forth
in Appendix A of the Agreement.
2.3 Seller wishes to change the Interconnection Facilities
Agreement option to the "Added Facilities Basis" option.
2.4 The Parties desire to amend the Agreement to change the
Interconnection Facilities Agreement to the "Added Facilities
Basis" option.
3. AGREEMENT: The Parties hereby agree to amend the Agreement
as follows:
3.1 Page ii of the Table of Contents shall be amended to
eliminate the reference to Appendix A.2 - Capital Contribution
Basis, and it shall be replaced with a reference to Appendix A.1
- - Interconnection Facilities - Added Facilities Basis.
3.2 Page 8 of the Agreement shall delete the reference to
Appendix A.2 on Line 4, and shall replace it with Appendix A.1.
3.3 Part II, Page 40 and 41 of the Agreement shall be
amended to indicate that Seller elects the Added Facilities
Basis. Therefore, the "x" on page 41 will be eliminated, and a
"x" will be added on Page 40 next to Appendix A.1.
3.4 Appendix A of the Agreement is deleted and replaced by
the attached Appendix A.
OTHER CONTRACT TERMS AND CONDITIONS: Except as expressly
amended, the terms and conditions of the original Agreement
shall remain in full force and effect.
5. SIGNATURE CLAUSE: The signatories hereto represent that
they have been appropriately authorized to enter into this
Amendment No. 2 to the Agreement on behalf of the Party for whom
they sign.
6. EFFECTIVE DATE: This Amendment No. 2 to the Agreement shall
become effective on the latter of the two signature dates below.
SOUTHERN CALIFORNIA EDISON
By: Glenn J. Bjorklund
Vice President
Date: June 19, 1987
TENNECO OIL COMPANY
By: Robert T. Bogan
Vice President and
Division General Manager
Date: June 15, 1987
