sunrise single 230kv line protection scheme r2 sunrise single...sunrise single 230kv line protection...

Sunrise Single 230kV Line Protection Scheme

1

Prepared by: Daniel J Hansen, NRG Engineering and Technical Services Date: 12/28/2018 OBJECTIVE: For the Sunrise Single 230kV Line Protection, the purpose is to identify the characteristics and the basis of the protection schemes using a collection of legacy documents and records. In its development, the protection scheme was implemented to prevent overloading of 230kV transmission circuits when operating at a reduced capacity for one line rather than two. The scheme establishes generating unit operating limits, resulting in a generating unit trip for two scenarios during the loss or outage of high voltage circuits used in the delivery of power generation at the PG&E Midway substation:

1. Operation for a single (one-out-of-two) 230kV circuits between the Sunrise and La Paloma substations.

2. Operation for a single (one-out-of-two) 230kV circuits between the La Paloma and Midway substations.

Excluded from this document is a third protection scheme, which is the PG&E bank overload scheme, which is owned and operated by PG&E. BACKGROUND: The Sunrise generating station consists of three generating units:

1. Unit 1: 234.0 MVA rated, 160 MW normal maximum output 2. Unit 2: 234.0 MVA rated, 160 MW normal maximum output 3. Unit 3: 293.3 MVA rated, 265 MW normal maximum output

The generators are connected to a 230kV ring bus, which connects to the La Paloma Substation via two 230 kV circuits, described in further detail in sections to follow. TRANSMISSION LINE AMPACITY AND ALLOCATION: Downstream of the Midway Substation includes generation connected at two separate interconnection points as listed and shown in the Simplified Block Diagram:

1. Generating units connected at La Paloma substation 2. Generating units connected at Sunrise substation


2

Simplified Block Diagram of 230 kV Interconnection Before reaching the PG&E Midway Substation, all 230 kV high voltage facilities are BES elements classified as Generator Interconnection Facilities. These Facilities do not serve load but exist exclusively for the export of generated power. Therefore, the facilities are registered as Generation and not Transmission Facilities, i.e. the 230 kV facilities are not “Transmission Facilities” even though the operating voltage and design resembles a short, utility transmission line. For the 230 kV circuit ampacity, the following are the installed conductor sizes for each individual circuit:

1. Sunrise to La Paloma: 1113 AAC "Marigold" one (1) conductors per phase

2. La Paloma to Midway: 2156 ACSR “Bluebird” consisting of a bundle of two (2) conductors per phase

Originally, the La Paloma to Midway conductors were designed as 1590 ACSR conductors, but later, the conductor bundles were upgraded to 2156 ACSR conductors to accommodate the eventual output of the Sunrise generation. With the original conductor sizes, the share of allocated ampacity was based upon an equivalent percentage of the initial generating output totals. The La Paloma Ownership Share of the conductor ampacity was calculated as:

1040 MW / (324 MW + 1040 MW) = 76.25%

The Sunrise Ownership Share was calculated as:

324 MW / (324 MW + 1040 MW) = 23.75%

With increased generating capacity, an upgrade in conductor size from La Paloma to Midway ensued. As a result, Sunrise owned 23.75% of the original 1590 ACSR equivalent ampacity, plus 100% of the increment increase in ampacity for the installation of 2156 ACSR conductors. Attachment 1 includes the calculated line ampacity and operating power limits for various ambient and conductor tempertures. The ampacity was calculated using IEEE Std. 738-1993 methods, based upon the following variables: Elevation = 2000 ft; Wind = 2 ft/s; Sunny & Clear.

Sunrise Substation

Connected Generation

La Paloma Substation

PG&E Midway Substation

Connected Generation

Two 230kV Circuits

Two 230kV Circuits


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RAS – REMEDIAL ACTION SCHEME: RAS Purpose:

The purpose of the RAS is to thermally protect the 230 kV circuits for abnormal operating conditions when one-out-of-two parallel circuits paths is opened.

As shown previously in the “Simplified Block Diagram of 230 kV Interconnection” each of the substations are connected through parallel 230 kV circuits. Normal operation includes having each 230 kV circuit in service to attain full generator output delivery to the Midway substation. If a single circuit is lost with all generation in service, there is a risk to overload the remaining parallel circuit in operation. System Conditions to Arm the RAS for Overload Detection & Operation:

Either of the following conditions will enable the RAS to operate for overload conditions:

A single 230kV circuit from Sunrise to La Paloma opens up A single 230kV circuit from La Paloma to Midway opens up

Inputs to the RAS:

To implement the logic within a PLC dedicated for the RAS, it receives the following inputs via communication links:

1. CAISO metering of power flow [MW] for each 230kV circuit for (Sunrise to La Paloma) and (La Paloma to Midway).

2. 230 kV breaker positions for the associated circuits to determine the operating status of each 230 kV circuits.

Action taken by the RAS:

When an overload is detected during a system condition identified above, the action taken by the RAS is to trip Sunrise Unit 1 generator. Sunrise to La Paloma Overload Protection Criterion:

The protection criterion is to determine the operating limit when only a single (one-out-of-two) 230 kV circuit is in operation. The acceptable ampacity of a single, remaining circuit may be insufficient to carry the output of three generators at Sunrise. The operating output limit is calculated by the following equation, which is programmed into the PLC logic. Formula for Power Export Threshold in the PLC: Power Export Threshold [MW] = (-2.77 × Ambient Temp [oF]) + 615 [MW]


4

Formula for Apparent Power in conjunction with the ampacity tables is based upon a power factor of 0.9: S [MVA] = Power Export Threshold [MW] / 0.9 pf When applied, the formulas produce the results at the listed temperatures below:

Ambient oF MW MVA

32 526 585 60 449 499 77 402 446 85 380 422

104 327 363 118 288 320

La Paloma to Midway Overload Protection Criterion:

The protection criterion is to determine the operating limit when only a single, (one-out-of-two) 230 kV circuit is in operation. The allocated ampacity of a single remaining circuit may be insufficient to carry the output of all operating generators. The acceptable operating output for the generation power flow through a single line is calculated by the following equation, which is programmed into the PLC logic.

Formula for Power Export Threshold in the PLC: Power Export Threshold [MW] = (-5.74 × Ambient Temp [oF]) + 1620 [MW] Formula for Apparent Power in conjunction with the ampacity tables is based upon a power factor of 0.9: S [MVA] = Power Export Threshold [MW] / 0.9 pf When applied, the formulas produce the results at the listed temperatures below:

Ambient oF MW MVA

32 1436 1596 60 1276 1417 77 1178 1309

85 1132 1258

104 1023 1137 118 943 1047


5

Description of Communication to RAS:

Sunrise gets its CAISO metering and substation breaker/T‐line status via a fiber‐optic connection to the La Paloma RIG. There are two redundant channels (A and B systems), and each fiber pair is terminated on a Dymec fiber modem, where the signal is converted to RS‐232 serial; protocol is Modbus RTU. The serial connection is point to point, non‐routable. However, once it reaches the Moxa N‐Port server, it is converted to IP, where it is accessed by the RIG. This is shown schematically on the RIG block diagram in Attachment 3. RAS Logic:

The logic for the RAS is contained in an Allen Bradley PLC. Through communication channels, the PLC receives CAISO metering data of power flow and breaker/line status. The programmed logic is shown in Attachment 2, with a summary of the logic operation and activation provided below.

PLC Ladder Logic includes the following:

Page 149: Line Limits in MW are calculated based upon the variable of ambient temperature and compared to metered power flow input values. Calculated Sunrise to La Paloma limit is designated as F12:129. La Paloma to Midway limit is designated as F12:130.

Page 150 and 153: For single line operation, if Either Line 1 or Line 2 from Sunrise to La Paloma Exceeds the F12:129 Limit, CT1 is tripped by energizing output 6 in slot 4 (O:4/6) of the PLC.

Page 151 and 153: For single line operation, if Either Line 1 or Line 2 from Sunrise to La Paloma Exceeds the F12:130 Limit, CT1 is tripped by energizing output 7 in slot 4 (O:4/7) of the PLC.

CPPA-E7181: PLC outputs O:4, 6 and O:4, 7 are digital outputs on Slot 4, OUT 6 and OUT 7

CPPA-E7199: PLC outputs Slot 4, OUT 6 and OUT 7, as seen on CPPA-E7181, are connected to operate relay RXMS1.

CPPA-E7197: RXMS1 relay contacts are connected to Trip Coil #1 and #2 of Unit #1, 52G output breaker (1GCT-52-101) and breaker failure initiate for the same breaker.


6

Applicability to PRC-025-1:

PRC-025-1, Attachment 1, provides the listed exclusions from the standard.

Exclusions

5. Protective relay elements used only for Special Protection Systems that are subject to one or more requirements in a NERC or Regional Reliability Standard.

At face value, it is concluded that the Sunrise RAS protection scheme is excluded from PRC-025-1. Coordination with other Protection Systems:

There are no known coordination issues with other protection system elements. The primary purpose of the normal 230 kV circuit protection is for the detection and clearing of line faults. In contrast, the RAS scheme is preemptive and uniquely different. It is to avoid thermal overloading of a circuit before the effects of the overload are manifested; it is active only under abnormal operating conditions. Assessment:

Since the original design basis, there are no known changes to the generators, the 230 kV circuits, or the RAS scheme. The need has not changed to limit generator outputs for the conditions of a 230kV circuit out of operation. It is concluded that the same RAS as originally designed and installed remains an effective method to thermally protect the 230 kV circuits. ATTACHMENTS:

1. Sunrise Power Project, Allowable Ampacities & MW Ratings, 4/24/2001 2. Sunrise RAS Scheme Logic 3. RIG block diagram 4. Joint Interconnection Facilities Agreement (unsigned and undated copy

of 2/9/2000 version)

Sunrise Power ProjectAllowable Ampacity & MW Ratings

Condition / Conductor Size Normal 100 Hours/Yr 30 Min/Yr Normal 100 Hours/Yr 30 Min/Yr Normal 100 Hours/Yr 30 Min/Yr

Normal Conditions - 2 CircuitsLaPaloma-Midway 230 kV Line

2156 ACSR "Bluebird" * 8000 8000 8000 7024 7600 7864 5244 6068 6426LaPaloma Normal Allocated Ampacity 5408 5682 5810 4474 4837 5005 3352 3869 4095Sunrise Normal Allocated Ampacity 2592 2318 2190 2550 2763 2859 1892 2199 2331

Sunrise-LaPaloma 230 kV LineSunrise Normal Ampacity (1113 AAC) 2734 2812 2956 2226 2330 2520 1600 1754 2020

Emergency Conditions - 1 CircuitLaPaloma-Midway 230 kV Circuit Outage

2156 ACSR "Bluebird" * 4000 4000 4000 3512 3800 3932 2622 3034 3213LaPaloma Emergency Allocated Ampacity 2704 2841 2905 2237 2419 2503 1676 1934 2047Sunrise Emergency Allocated Ampacity 1296 1159 1095 1275 1381 1429 946 1100 1166

Sunrise-LaPaloma 230 kV Circuit OutageSunrise Emerg Ampacity (1113 AAC) 1367 1406 1478 1113 1165 1260 800 877 1010

4/24/2001

Conductor Temperature Limits

Ampacity Ratings (Total Phase Current - All Circuits)

Conductor Temperature LimitsConductor Temperature Limits

47.8°C (118°F) Ambient Temperature0°C (32°F) Ambient Temperature 25°C (77°F) Ambient Temperature

ACSR: 85°C / 95°C / 100°CAAC: 80°C / 85°C / 95°CAAC: 80°C / 85°C / 95°C

ACSR: 85°C / 95°C / 100°CAAC: 80°C / 85°C / 95°C

ACSR: 85°C / 95°C / 100°C

dhansen

Typewritten Text

ATTACHMENT 1

Sunrise Power ProjectAllowable Ampacity & MW Ratings4/24/2001

Condition / Conductor Size Normal 100 Hours/Yr 30 Min/Yr Normal 100 Hours/Yr 30 Min/Yr Normal 100 Hours/Yr 30 Min/Yr

Normal Conditions - 2 CircuitsLaPaloma-Midway 230 kV Line

2156 ACSR "Bluebird" 2868 2868 2868 2518 2725 2820 1880 2176 23041590 ACSR "Falcon" 2543 2672 2732 2104 2275 2353 1576 1819 1925LaPaloma Normal Allocated Capacity 1939 2037 2083 1604 1734 1794 1202 1387 1468Sunrise Normal Allocated Capacity 929 831 785 914 991 1025 678 788 836

Sunrise-LaPaloma 230 kV LineSunrise Normal Capacity (1113 AAC) 980 1008 1060 798 835 904 574 629 724

Emergency Conditions - 1 CircuitLaPaloma-Midway 230 kV Circuit Outage

2156 ACSR "Bluebird" 1434 1434 1434 1259 1362 1410 940 1088 11521590 ACSR "Falcon" 1271 1336 1366 1052 1137 1177 788 910 963LaPaloma Emerg Allocated Capacity 969 1019 1042 802 867 897 601 694 734Sunrise Emerg Allocated Capacity 465 416 393 457 495 513 339 394 418

Sunrise-LaPaloma 230 kV Circuit OutageSunrise Emergency Cap. (1113 AAC) 490 504 530 399 418 452 287 314 362

LP MW at 64% of Bluebird - 2 Circuits 1836 1836 1836 1612 1744 1804 1203 1392 1475SPC MW at 36% of Bluebird - 2 circuits 1033 1033 1033 907 981 1015 677 783 829

Notes:1. Ampacity Ratings calculated using IEEE Std. 738-1993 method within PLS-CADD, and is based on: Elev = 2000 ft; Wind = 2 ft/s; Sunny & Clear; Emissivity = 0.5; Solar Absorptivity = 0.52. La Paloma Capacity calculated as 76.25% of the capacity of the 1590 ACSR "Falcon" circuit(s).3. Sunrise Capacity on LaPaloma-Midway Line calculated as the difference between the capacity of the 2156 ACSR "Bluebird" circuit(s) and the LaPaloma Capacity.4. Time constraints at different conductor temperatures for AAC: No constraints at < 80°C; 100 hours/yr at < 85°C; 30 minutes/yr at < 95°C.5. Time constraints at different conductor temperatures for ACSR: No constraints at < 85°C; 100 hours/yr at < 95°C; 30 minutes/yr at < 100°C.6. * Circuit ampacity limited by 4000 amp circuit breakers at LaPaloma and Midway, and by 2000 amp line switches at Sunrise.

MW Operating Limits (at 0.90 Power Factor and 230 kV)

25°C (77°F) Ambient Temperature

ACSR: 85°C / 95°C / 100°C ACSR: 85°C / 95°C / 100°C ACSR: 85°C / 95°C / 100°CAAC: 80°C / 85°C / 95°C AAC: 80°C / 85°C / 95°C AAC: 80°C / 85°C / 95°C

Conductor Temperature Limits Conductor Temperature Limits Conductor Temperature Limits

47.8°C (118°F) Ambient Temperature0°C (32°F) Ambient Temperature

Sunrise Single Line Protection Scheme

The switchyard PLC does the temperature corrected calculations for the Single Line Protection Scheme - see document 145-157a, Pages 145 - 149.

On document 145-157a, Pages 150-152 shows the trip logic. N9:157, 12 is the DCS point CPPASUNLAPLIM on DCS Diagram Drop2 Sheet 298a and as seen on DCS Diagram 3136a.

On document 145-157a, Page 153 shows the PLC outputs O:4, 6 and O:4, 7 – digital outputs Slot 4, OUT 6 and 7 as referenced on CPPA-E7181. N9:157, 13 is the DCS point CPPALAPMIDLIM on DCS Diagram Drop2 Sheet 298a and as seen on DCS Diagram 3136a.

On document 145-157a, Pages 154 – 157 shows the Bank Overload logic. The Bank Overload uses the same PLC outputs as the Single Line Protection Scheme.

PLC outputs, as seen on CPPA-E7181, are wired to relay RXMS1, as seen on CPPA-E7199.

RXMS1 relay contacts are wired to 1GTE-52-101 (gas turbine #1, 52G output breaker) Trip Coil #1 and #2 and 1GTB (gas turbine #1 main transformer) which rolls 86GT1 – Generator 101 XFMR Lockout as seen on CPPA-E7197 .

dhansen

Typewritten Text

ATTACHMENT 2

CPPASUNLAPLIM

CPPASUNLAPLIM

CPPALAPMIDLIM

CTL2-PTRB-OK REG1=1360

~~'.:_~-~ ·-=:: ~ ~:;;~~· ~ .. --:-:-r ::::':.~.,. .. .._· _.=-::- -c-

2,.....------------l PHW=18848 "" ·• "';:e.c·: : ~-, :,,.: • SHW=18608 _ ~:-~::_."_;_;__·~_": __ '"_-_'.~ - ' ' - - .-:..-;;1..-:~,!._:-f~: .. - ~ ~

-.,; ::-· . ~- . . ...._. '•

:::-~-....;. -· . .. -- - ... - :- .,.::.. ',._ ---- . ,_., -"-'---.;::.: .:"":~ ... ::.;;.~~~---~..:!'~;.~-:-~-·-----~~~ ~~t;,:-~,.:1'~~

- ~'.=--.'. .,.;;: . -~~5-:--?~~~:i-"-..,..- --~ '"-\;- ~~:;;.-:.~..:-.. ;.¥:i,;,'~--;. ~~r".:...."~~-~-~:_;-.;:,i:;.. .... ~'-,·!:..:,..,...:.:._-~-J"- -· ----~~-i~~ i

::::: -====·· ' : ' ===-·. "': , _._. ,, :- . < • ·'· •• :::: •• ::::::::::::::: •••• : :: • • : ' :::::::: • ::::: ·==:::::: . ::: . :::::::::::::::::::::::: - .::::::::::::::::::: .. : ,, .. ::::::::::::, l -------------a -:-- ~ -- -7~-- 7- ---;--;;·--.-..,.- .,, · .. ·· :-·.r .. ..._l,;,· -~~ .. :-;-:~--~---M.;.,,.._-:-~--~.:-.:;::"':.._·- ;.:;r,.·

- ..... . '!':';_,.:... •• ___ ---....: -:. · -:-~~~~-.. "l,~"!-~~ ~-- .. ~:~---~~-~~~~-~~- .. ;-j;-~-I I I I I I t---= I I I

D;~~:~~~~~~--.. _1 __ _.. -------------------------------------------------------------------------------

1 11 I L ____________ a

10 I ff I I~ 111 L------~ CPPALP2306XASSUB

1

i L _____________ a REG1 =1420 PHW=18848 SHW=18608

, , , , j L ______________ -(1

i ----------------a -------------------- ---------- ------------------------------------------------------------------------------------------------------------------------ - ---------1 --------------------------------------------------------------------------------------------------------------------------------------------------------------1 I I

I ------- ---------------------------------------------------------------------------------------------------------- ----------------------- -------------------, ~ --.PS! :::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::;-,

I I

j L _______________ ~ I -----------------------------------------------------------------------------------------------------------------------------------------------------1 I -------------------------------------------- --------------------------- - ------- - ----------------------- ------------------------ ------- ------------, I ---------------- ----------------------------------------------------------------------------------- --------------------------------------------- , I

r-r---" ;=============================================================================================================================. ==1 --, 1 1 1 I I I L--------------------------------------------------------------------------------------------------------------------------1 I I : : i r-----------------------------------------------------------------1 REG1=1532 I j j I I t-r----------------------------------------------------------------1 : PSHHWw _:,1,s8846088 : I I I

I L-- $LC I L---...PS : : : '-----...SS AIN '------5.S I I I

REG1=1500 PHW=18848 SHW=18608

CPPALPLN2MVAR

CPPALPLN2MW

: : : I :

I I I I I I

I I I I

I I

! -----------------~

--------------------a

-----------------------a

I ------- -----------------~

CPPALPLN 1 MVAR

I I I I I I I I I I j --------------------------~

I I CPPALPLN1MW

CPPALAPMIDLIM

CPPASUNLN2MVAR

CPPASUNLAPLIM CPPASUNLN2MW

I I I I I I I I I I

l _____________________________ a --------------------------------a

CPPALP2301XASSUB

CPPALP2302XASSUB

CPPALP2303XASSUB

CPPALP2304XASSUB

CPPALP2305XASSUB

CPPACT1 UCONSSUB

CPPACT2UCONSSUB

CPPAUCONISO

CPPAAGCPOSSUB

CPPAAGCPOWNSSUB

CPPAAGCPISOSSUB

CPPAAGCPFUTSSUB

CPPAAGCPOISO

CPPASUNLN1MVAR CPPALPTOT

I I I I I I I I I I I I I I I I I I I I I I I I I

1 l __ ---------------------------------u ___ CPPAONLINEISO ----------a

l _______________________________________ ,a CPPASUNLN1MW

CPPALPGEN4MVAR

CPPALPGEN4MW

CPPALPGEN3MVAR

CPPALPGEN3MW

CPPALPGEN2MVAR

CPPALPGEN2MW

CPPALPGEN1 MVAR

CPPALPGEN1MW

CPPALPMIDTOT I I I I I I I

------------------------------------------a

: I -a I I

: L--------------- --------- ---------------------1 l _________________________________________________ ~

! ____________________________________________________ ~

CPPASTCONSW

CPPASRLPOUT

CPPALPMWOUT

CPPANRGAGCPISOSSUB

CPPANRGADSSSUB

EMERSON PROCESS MANAGEMENT THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO EMERSON PROCESS MANAGEMENT POWER & WATER SOLUTIONS, INC. IT IS SUBMITTED IN CONFIDENCE AND TRUST, IS TO BE USED BY YOU SOLELY FOR THE PURPOSES FOR WHICH IT IS FURNISHED AND IS TO BE RETURNED UPON REQUEST. THIS DOCUMENT AND ANY OTHER INFORMATION-PROVIDED TO YOU IS NOT TO BE REPRODUCED, TRANSMITTED, DISCLOSED, OR USED OTHERWISE IN WHOLE OR IN PART WITHOUT THE PRIOR WRITTEN AUTHORIZATION OF EMERSON PROCESS MANAGEMENT POWER & WATER SOLUTIONS.INC.

SUNRISE POWER COMPANY LLC SUBSTATION DATALINK

Drawing Number

CTL2

Engineer ?? Approved

CPPA1500EX

ev. B

Date 10107/2009

Drop Task Sheet

2 2 298 AUX DATA2

knudd

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SUNRISE COMBINED CYCLE 3-01-06 WITH AGC.RSS

LAD 6 - SPL PRO - Special Protection Schemes --- Total Rungs in File = 47

Page 145 Wednesday, May 21, 2008 - 16:07:10

Shows Subroutine is running

0000SBR

SubroutineSBR T4:26

DN6:0

EN

DN

TONTimer On DelayTimer T4:26Time Base 1.0Preset 20<Accum 2<

TON

T4:26/DN - XIO - 6:0

Calculate Total MW Delivered to MW to be used in code for eliminating spikes

0001ADD

AddSource A F12:115

600.9827<Source B F12:117

607.0253<Dest F12:135

1208.008<

ADD

F12:115 - MOV - 3:232 SCP - 4:339 GRT - 6:16, 6:17 LES - 6:16, 6:17F12:117 - MOV - 3:233 SCP - 4:341 GRT - 6:16, 6:17 LES - 6:16, 6:17F12:135 - MOV - 6:4 CPT - 6:3, 6:9, 6:10




Filter Spikes From Raw Meter DataThe following four rungs calculate a rate of change over a half second interval for total power delivered to Midway(the last rung just records the greatest spike downward)

0002T4:12

DN6:2

EN

DN


TON

T4:12/DN - XIC - 6:3, 6:4 XIO - 6:2

0003T4:12

DN6:2

CPTComputeDest F12:138

0.0<Expression F12:135 - F12:137

CPT

F12:135 - MOV - 6:4 ADD - 6:1 CPT - 6:9, 6:10F12:137 - MOV - 6:4, 6:11F12:138 - MOV - 6:5 LES - 6:6 LEQ - 6:5

0004T4:12

DN6:2

MOVMoveSource F12:135

1208.008<Dest F12:137

1208.008<

MOV

F12:135 - ADD - 6:1 CPT - 6:3, 6:9, 6:10F12:137 - MOV - 6:11 CPT - 6:3

0005LEQ

Less Than or Eql (A<=B)Source A F12:138

0.0<Source B F12:136

-1875.973<

LEQ

F12:136 - 6:5F12:138 - 6:5, 6:3


0.0<Dest F12:136

-1875.973<

MOV

F12:136 - LEQ - 6:5F12:138 - CPT - 6:3 LES - 6:6 LEQ - 6:5

If the rate of change is greater than -7 for a half second a timer is started which energizes a bit to block the datafrom going to the DCS next 105 sec

0006LES

Less Than (A<B)Source A F12:138

0.0<Source B -7.0

-7.0<

LES

6:5, 6:3

LB3:2

3B3:2/3 - OTU - 6:8 XIC - 6:7 XIO - 6:11



7 Wednesday, May 21, 2008 - 16:07:11

0007B3:2

36:6, 6:8

EN

DN


TON

T4:41/DN - XIC - 6:8

0008T4:41

DN6:7

UB3:2

3B3:2/3 - OTL - 6:6 XIC - 6:7 XIO - 6:11

Calculate +/-10% of current value to be used to bypass filtering in case of trip

0009CPT

ComputeDest F12:139

1087.207<Expression F12:135 * 0.9

CPT

F12:135 - MOV - 6:4 ADD - 6:1 CPT - 6:3, 6:10F12:139 - LES - 6:11

0010CPT

ComputeDest F12:140

1328.809<Expression F12:135 * 1.1

CPT

F12:135 - MOV - 6:4 ADD - 6:1 CPT - 6:3, 6:9F12:140 - GRT - 6:11




Send Filtered Total MW Delivered to Midway to DCS

0011B3:2

36:6, 6:8

LESLess Than (A<B)Source A F12:125

1208.008<Source B F12:139

1087.207<

LES

F12:125 - 6:11F12:139 - 6:9

GRTGreater Than (A>B)Source A F12:125

1208.008<Source B F12:140

1328.809<

GRT

F12:125 - 6:11F12:140 - 6:10


1208.008<Dest F12:125

1208.008<

MOV

F12:125 - GRT - 6:11 LES - 6:11F12:137 - MOV - 6:4 CPT - 6:3




Calculate Line Limits Based on TemperatureSR-LP Line

0012GRT

Greater Than (A>B)Source A F14:42

59.34867<Source B 0.0

0.0<

GRT

6:12, 6:13


59.34867<Source B 130.0

130.0<

LES

6:12, 6:13


450.6042<Expression ( -2.77 * F14:42 ) + 615.0

CPT

F12:129 - GRT - 6:14F14:42 - CPT - 6:13 GRT - 6:12, 6:13 LES - 6:12, 6:13

LP-MW Line Limits

0013GRT

Greater Than (A>B)Source A F14:42

59.34867<Source B 0.0

0.0<

GRT

6:12, 6:13


59.34867<Source B 130.0

130.0<

LES

6:12, 6:13


1279.339<Expression ( -5.74 * F14:42 ) + 1620.0

CPT

F12:130 - GRT - 6:16F14:42 - CPT - 6:12 GRT - 6:12, 6:13 LES - 6:12, 6:13

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Special Protection Schemes Trip LogicIf Either Line 1 or Line 2 from SR to LP Exceeds Limit CT1 is Tripped

0014N9:116

0


243.8017<Source B F12:129

450.6042<

GRT

F12:129 - 6:12F41:3 - 3:4, 7:28


240.158<Source B 25.0

25.0<

LES

3:5, 7:28


240.158<Source B F12:129

450.6042<

GRT

F12:129 - 6:12F41:4 - 3:5, 7:28


243.8017<Source B 25.0

25.0<

LES

3:4, 7:28

B3:0

1

SR-LP Line Overload

B3:0/1 - XIC - 6:19, 8:98 XIO - 6:15

Send SR-LP Line Overload Alarm to DCSSignal Operator to Load Unit 2 Accordingly

0015B3:0

1

SR-LP Line Overload

6:14

N9:157

12

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If Either Line 1 or Line 2 from LP to MW Exceeds Limit CT1 is Tripped

0016N9:116

0


600.9827<Source B F12:130

1279.339<

GRT

F12:115 - 3:232, 6:1, 4:339F12:130 - 6:13


607.0253<Source B 25.0

25.0<

LES

3:233, 6:1, 4:341


607.0253<Source B F12:130

1279.339<

GRT

F12:117 - 3:233, 6:1, 4:341F12:130 - 6:13


600.9827<Source B 25.0

25.0<

LES

3:232, 6:1, 4:339

B3:0

2

LP-MW Line Overload

B3:0/2 - XIC - 6:20, 8:98 XIO - 6:18

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Lapaloma Breaker Overload--Trip CT1

0017N9:116

0

N9:15

14:317


600.9827<Source B 1500.0

1500.0<

GRT

3:232, 6:1, 4:339


607.0253<Source B 25.0

25.0<

LES

3:233, 6:1, 4:341

N9:15

24:318


600.9827<Source B 1500.0

1500.0<

GRT

3:232, 6:1, 4:339


607.0253<Source B 25.0

25.0<

LES

3:233, 6:1, 4:341

N9:15

34:319


607.0253<Source B 1500.0

1500.0<

GRT

3:233, 6:1, 4:341


600.9827<Source B 25.0

25.0<

LES

3:232, 6:1, 4:339

N9:15

44:320


607.0253<Source B 1500.0

1500.0<

GRT

3:233, 6:1, 4:341


600.9827<Source B 25.0

25.0<

LES

3:232, 6:1, 4:339

B3:0

3

LP Breaker Overload

B3:0/3 - XIC - 6:20, 8:98 XIO - 6:18

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Send LP Overload Alarm to DCSSignal Operator to Load Unit 2 Accordingly

0018B3:0

2

LP-MW Line Overload

6:16

B3:0

3

LP Breaker Overload

6:17

N9:157

13

By energizing output 6 in slot 4 (O:4/6) CT1 is tripped off-line.

0019B3:0

1

SR-LP Line Overload

6:14

O:4

61746-OX8

By energizing output 6 in slot 4 (O:4/7) CT1 is tripped off-line.

0020B3:0

2

LP-MW Line Overload

6:16

B3:0

3

LP Breaker Overload

6:17

O:4

71746-OX8

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Bank Overload LogicSelect Unit 1 to Trip On Bank OverloadIf unit 1 is offline it is automatically selected

0021N9:116

0

N9:136

0

N9:116

0

N9:136

0

N9:156

6

N9:116

0

N9:136

0

B3:0

4B3:0/4 - XIC - 6:23

Select Unit 2 to Trip On Bank OverloadIf unit 2 is offline it is automatically selected

0022N9:136

0

N9:116

0

N9:116

0

N9:136

0

N9:156

6

N9:116

0

N9:136

0

B3:0

5B3:0/5 - XIC - 6:25




Bank Overload Data Sent to PG&E via the RIGSelect Unit 1 to Trip On Bank Overload

0023B3:0

46:21

EN

DN


TON

T4:21/TT - XIC - 6:24

0024T4:21

TT6:23

O:19

61746-OX8

Select Unit 2 to Trip On Bank Overload

0025B3:0

56:22

EN

DN


TON

T4:22/TT - XIC - 6:26

0026T4:22

TT6:25

O:19

71746-OX8

Sunrise Set A Relays Overload Warning

0027I:22

01746-IH16

N30:53

13FILE N30:53/13 LEN:47 - COP - 9:2

Sunrise Set B Relays Overload Warning

0028I:22

11746-IH16

N30:53

14FILE N30:53/14 LEN:47 - COP - 9:2

Latch Trip

0029T4:40

DN6:29

EN

DN


TON

T4:40/DN - XIC - 6:30 XIO - 6:29




0030T4:40

DN6:29

UB3:4

0B3:4/0 - OTL - 6:31 XIC - 4:348, 6:33

UB3:4

1B3:4/1 - OTL - 6:32 XIC - 4:348, 6:34

0031I:22

21746-IH16

LB3:4

0B3:4/0 - OTU - 6:30 XIC - 4:348, 6:33

0032I:22

31746-IH16

LB3:4

1B3:4/1 - OTU - 6:30 XIC - 4:348, 6:34

Sunrise Set A Relays Overload Trip

0033B3:4

06:31, 6:30

N30:53

15FILE N30:53/15 LEN:47 - COP - 9:2

Sunrise Set B Relays Overload Trip

0034B3:4

16:32, 6:30

N30:54

0FILE N30:54/0 LEN:46 - COP - 9:2

Sunrise Set A Relays Failure

0035I:22

41746-IH16

N30:54

1FILE N30:54/1 LEN:46 - COP - 9:2

Sunrise Set B Relays Failure

0036I:22

51746-IH16

N30:54

2FILE N30:54/2 LEN:46 - COP - 9:2

Sunrise RFL9745 Failure

0037I:22

61746-IH16

N30:54

3FILE N30:54/3 LEN:46 - COP - 9:2

Sunrise RFL9745 Cut Out

0038I:22

71746-IH16

N30:54

4FILE N30:54/4 LEN:46 - COP - 9:2




Sunrise RFL9745 Loss of Guard

0039I:22

81746-IH16

N30:54

5FILE N30:54/5 LEN:46 - COP - 9:2

Sunrise Mirror Bit Failure

0040I:22

91746-IH16

N30:54

6FILE N30:54/6 LEN:46 - COP - 9:2

Sunrise Set A Relays Cut Out

0041I:22

101746-IH16

N30:54

7FILE N30:54/7 LEN:46 - COP - 9:2

Sunrise Set B Relays Cut Out

0042I:22

111746-IH16

N30:54

8FILE N30:54/8 LEN:46 - COP - 9:2

Sunrise 52G-1 Status

0043I:22

121746-IH16

N30:54

9FILE N30:54/9 LEN:46 - COP - 9:2

Sunrise 52G-2 Status

0044I:22

131746-IH16

N30:54

10FILE N30:54/10 LEN:46 - COP - 9:2

Sunrise Selector Switch Position

0045I:22

141746-IH16

N30:54

11FILE N30:54/11 LEN:46 - COP - 9:2

0046 END

2 3 4 5 7 8 8 1D

DEVICE MANUFACTURER lYPE DESCRIPTION

OU1l'UT MODULE Al.ilN-BIWILEY 1748-0XII 8 ISOIA1m CONTM:r a..o5URE OUll'UlS

N'UT MODULE AU.£N-BIWILEY 1748-IH18 18 12SVDC tFUTS

A A

10 AUX REIAY SINGLE I.NE 1l) 52-1 10 52-2 10 52-3 10 AUX REIAY SINGLE UNE TRIP IJWC CPPA-E71119

& a..osE COL

& a..osE COIL a..osE COL TRIP IJWC CPPA-E71119 LA PALOIIA 10 IIDWAY

DWG DWG DWG SUNRISE 10 LA PALOIIA OR LP IIRENCER O'IERLQAD. CPPA-E7100 CPPA-E710II CPPA-E7112 1 Blll,GE) ~ 52~C ~ (S) BJILT

~PA~ ~PA8 ~I ~T ~ ~I 52~

~PA12 ~PA13 ~PA14 ~PA15

52-1T 52-2T

rA1 PA2 PA3 PM PA& rA8 PA8 PA10 PA11 ~PA18 Bill C!JieUI MQQULE

B I VAC/YOC O I OUT 0 VAC/YOC 1 I OUT 1 I VAC/YOC 2 I OUT 2 I VAC/YOC 3 f OUT 3 I VAC/YOC 4 I OUT 4 I VAC/YOC 5 I OUT 5 I VAC/YOC 8 I OUT 8 VAC/YOC 7 f OUT 7 I B SlDT 4

10 AUX RELAY SINGLE I.NE TRP

IJWC CPPA-E7188

4DC-15P I 10 BU-RIU 10 BU-RIU SIDI' 4, INO SIDI' 4, N1

IJWC IJWC

C CPPA-E7181 CPPA-E7181

C -A7-07 IA7-0611~1A7-03 55JA8-08 421 A7-o1

221 181

IA4-08 117 IM-10 ~JAl-01 1191 A&-04

121 1 121 113 115

1 .. ir-l 1 ~. :Ifi 11 25_ 1,.~ 1.,~ ~'W-1

1,.~ IIIIILBF1 15 .. Ml 8 •.25Da::1 - ~74M

--if-1 .. -At-1 111 10 ~II OUT~ .( - 1 12 2i I#:fl I~1

.( - .( -A8-D2

.( -1~1

4 .. 122 A7-08 114 jA7-08 lllA A7-04 581 ·-OIi 431 23 17 118 IA4-08 118 jM-11

S06-5a 120 18 7 5 J,

11! A7--02 3 _ _.~ 3_,.M ·1 All-08

~~111 r - I - m~ fm-, TS1-3 TS13-5 -SOIHOO SOll-101 SOIHD2 SOll-103 S05-I04 SOIH08 SOll-108 S05-I07 S05-108 S05-I08 505-no SOIH11

2 ,!05-112 20 SOIH13 B SOll-114 8 505-ns ;!!f!:i -

sli 'PA27 ~PA28

r-PA3D PA31 PA32 'PA33 'PAM ~PA35 PA38 PA37 PA38 'PA38 rA40 ~PA41 PA42 sli

i~~ 1t:1eur MCCULE ~ ... ~ -; -i I • I I I I I I I I I I I • I I DClCOII I DClCOII I ~ I NO IN 1 IN 2 IN 3 N4 Nll N8 IN 7 IN 8 IN 8 IN 10 N 11 IN 12 IN 13 IN 14 IN 15

52-1 52-1 52-1 52-1 52-1 52-1 ~ 52-1 52-1 52-1 52-1 52-1 52-1 IIOLBF1 25/79-1 CAISII IIElBI I I SlDT, ~

IC POWER SF8 AINIII SF8 TRP STAlUS 1,/R YARD 1,/R PANEL a..osE COIL DC~ Jinv Jxr, DC~

BKR FAIL TROUBLE TROUII.E TROUII.E ...... MONllllR IJWC IJWC IJWC DWC IJWC IJWC DC POWER IJWC IJWC IJWC IJWC

}PA43 IJWC CPPA-E7101 CPPA-E7101 CPPA-E7101 CPPA-E7101 CPPA-E7100 CPPA-E7100 IJWC IJWC IJWC IJWC IJWC CPPA-E71D2 CPPA-E71D2 CPPA-E7100 CPPA-E7108

CPPA-E7101 CPPA-E7101 CPPA-E7101 CPPA-E7101 CPPA-E7101 CPPA-E7101 4DC-15N

D D

E E

F F

It I I 3 07-01-2001 CONFORMm 10 CONSlftUCTION RECORD IWH JJR JJR ... ... IIIBLACK & VEATCH SUNRISE POWER CO. - -- 1; 7 01-02-2013 BREAKER TESTING AS-BUILT ML""" """"""' 2 12-21-2000 ISSUm FOR CONSTRUCTION IWl1 JJR JJR IWI IWI • CONSTRUCTION, INC. SUNRISE POWER PROJECT 99498-CPPA-E7181 FELLOWS. CALIFORNIA

8 08-08-2011 SINGLE LINE OVERLOAD l'ROTECTION AS-BUILT ·"" PL ...,,...,.... ... 1 10-28-2000 ISSUm FOR FABRICATION - SPEC 83.4401 MK JJR ·"" .... .... ENGINEER 1- CODE 5 08--30-2003 PHASE II -CONFORMED TO CONSlftUCTION RECORD ·'" JJR u,""""""' 0 1D-02-2000 RELEASED FOR CEC RE.VIEW .... JJR ·"" -..... .... IWH I DC DIAGRAM I 4 08--17-2002 PHASE II - ISSUED FOR CONSlftUCTlON IWH IWH llLRwo<wa NO MTE RE.WllONS AND RECORD OF ISSUE ,_ OES "'"'

,..,. ,_ - JIH .... 03-13-2000 I SUBSTATION RTU 1/0 MODULES, SLOTS 4 c!c 5 - I

c

DISK FILE NO: VENDOR DISK DWG. NO.: CPPA-E7181

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2 3

C+>__,.-----~4DC-~-17P-____ ,__ ___________________ _,

317121L 24± 86DTT 181-5178L2 317121L2 24± 86DTTL2 181-5 __ 78

(-)

181-:TllRnRIP 31:T-atrn7 ~~T 181-:TmnRIP 31:Twrr, ~~T 1516-4 1518-11 1516-7 1521-4 1521-11

10 10 12 10 10

TI001L TI002L

1,J1-06

~~F 1,J1-07

182-1:i(ni IH:1. LINE

182-121

4DC-17N

,05-07

57 ... ~ 58~~

TI001L1 ,o5-06 .E'll-03

57_.~

sa""b .E'll-04

1,J2-11

94L1011

< LINE < LINE LINE 182-211 >1H:::2. TB2-;m >IH:.1 lB2-'4'~ni ~

182-2211 182-3211 182-421

IA5-06 51 ... .52=1 5{-~

TI002L1 IA5-07

IB5-06 51 ... .li.2::2 s{-b

IB5-07

12

1521-7

4 5

(PA13 (PAIS

4V-81.li 4V-71.li

40-8TSL 40-7TSL

t:____JPA16

183-111

RXMS1 (CAB 20)

TBJ-121

6

40C-15P

40C-15N

DUAL LINE OUTAGE AUXILIARY RELAY SINGLE LINE TRIP RELAY

C

0

E

F

c

182-1121.IY::l. 182-1141~ 182-1161~ 182-1221~ 182-1241~ 182-1281~

lB2-113TUNE lB2-115TUNE 182-111TUNE 182-123 TUNE lB2-12sTUNE lB2-121JUNE

, l(lS20-8 3

l(lS20-8 s l(lS20-8 11(1520-8 9

l(lS20-8 11

(1520-8

2 4 6 8 10 12

'IRIP TCf1 1G1E-52-101

OWG CPPA-E7197

'IRIP TCf1 2G1E-52-201

OWG CPPA-E7197

'IRIP TCf1 CAPO-SY/G...1

OWG CPPA-E7197

lRIP TCf1 CAPD-SY/G...2

OWG CPPA-E7198

'IRIP TCf1 'IRIP TCf1 CTG-STATIC...SY/G...1 CTG-STATIC...SY/G...2

OWG OWG CPPA-E7198 CPPA-E7198

182-2121 182-2141 182-2161 182-2221 182-2241 182-2261

182-mTNiZ 182-215TM°E2 182-211T-Bfi2 182-22JT-Bfi2 182-22sTNi2 182-221T-Bfi2

131(1520_8 151(1520_8 111(1520_8 191(1520-8 11(1520_9 3 l(152D-9

14 16 18 20 2 4

lRIP TC,:z 1G1E-52-101

OWG CPPA-E7197

'IRIP TC,:z 2G1E-52-201

OWG CPPA-E7197

INl11A1E BF CAPO-SWG...1

OWG CPPA-E7197

lRIP TCf1 52-3 OWG

CPPA-E7113

'IRIP TCf1 52-6 OWG

CPPA-E7128

INl11A1E BF CAPD-SWG...3

OWG CPPA-E7197A

182-3121 182-3141 182-3161 182-3221 182-3241 182-3261

182-313TM'? 182-315TM'? 182-311JM'? 182-323 TM'? 182-325TM'? 182-321TM'?

s l(lS20-9 11

(1520-9 9

(1520-9 111

(1520-9 131

(1520-9 15

l(1S2D-9 8 8 10 12 14 18

INl11A1E BFI 1G1E-52-101

OWG CPPA-E7197

INl11A1E BF 2G1E-52-201

DWG CPPA-E7197


DWG CPPA-E7198

INl11A1E BF 52-3 DWG

CPPA-E7114

INl11A1E BF 52-6 DWG

CPPA-E7129


DWG CPPA-E7197A

183-1121 183-1141.li

1B3-113T!t 183-115T 5L

9 l(lS20-1 o

111(1520-1 o

10 12

'IRIP TCf1 1GTC-52-101

OWG CPPA-E7197

'IRIP TC,:z 1GTC-52-101

OWG CPPA-E7197

183-1161-1 183-1221-1

1B3-117J 183-123T

13(1520-10

14

INl11A1E BF 1GTC-52-101

OWG CPPA-E7197

SPARE

SPARE

SPARE

3 05-28-2006 COMMUNICATIONS WIRING DIAGRAMS AS-BUILT ML KP• "'' 2 04-27-2004 SINGLE LINE PROTECTION UPDA1E M< ~NI MC l>NI

§Xl-+----+--------------------+-+-+-l-l-,l,-!1{0~8~-~3D-!!:j2~003~2PHASE:J:!!!!~l~l.=...;CON~~FOR~M~ED!!..1TO~CO~NSTR~UCTI!!!:,!~O~N2RECOR~~D!,_ __ -{!!J~~~~RJ·!:!:f'_!!.!!!i_~_!!!=j_ !le"' 0 06-17-2002 PHASE II - ISSUED FOR CONSTRUCTION IWH WH •" =- ~-

i:C~ 4 1-02 2013 BREAKER lESTING ~BUILT ML NO lllllE RE.VISIONS AND RECORD OF ISSUE """DES CHI PDE APF

SELECT 52-3

SELECT 52-6

7 B 9 10

DEVICE MANUFACTURER lYPE DESCRIPTION

94 LINE ABB RXMS1 HIGH SPEED lRIPPING RELAY

88SYNC ABB RlCIMl4 BISTABLE IWlNETIC LATCHING RELAY

(+)"'T""_4DC-__ 1_5P ________________ --,

19V-O_ 2V-61 _ 19V-'!__ JV-61

190-01~3 SEl.!Cf 2D-6TW-FMEl.!Cr 190-1 ~8 SEl.!Cf Jo-6=1=~~!lAflMl'-l5EI.ECT!I,,,..,_

181-21J 181-12'!_ .. ~~

88SYNC 88SYNC

181-212 181-122

40C-15N (-)

SYNC SELECT RELAY

181-11* 181-11* 181-11* 181-22~ 181-223* 181-225* 181-:t7 B8SYNC 88SYNC B8SYNC 88SYNC B8SYNC 88SYNC 88SYNC 181-11 181-11 181-11 181-2 181-22 181-22 181-

TO R1U 52-3 SELEC1ED

DWG CPPA-E7183

ROUlE UNIT 301 SYNC CONTACT

DWG CPPA-E7198


DWG CPPA-E7198

ROUlE A• VOLTAGE

DWG CPPA-E7017

ROUlE 8' VOLTAGE

DWG CPPA-E7017

ROUlE C, VOLTAGE

DWG CPPA-E7017

SPARE

181-31ti_ 181-3131 181-3151 181-3171 181-4231 181-4251 181-4271 B8SYNC 88SYNC B8SYNC 88SYNC B8SYNC 88SYNC 88SYNC

181-312T 181-314T 181-316T 181-318T 181-424T 181-426T 181-428T

TO R1U 52-6 SELEC1ED

DWG CPPA-E7183


DWG CPPA-E7198


DWG CPPA-E7198

ROUlE M VOLTAGE

DWG CPPA-E7017

ROUlE 8' VOLTAGE

DWG CPPA-E7017

ROUlE C, VOLTAGE

DWG CPPA-E7017

SPARE

182-4121-BRr 182-4141-BRr 182-4161-uir.182-422 lfmr 182-4241-BRr 182-4261-BRr

182-4,~T 182-4,J 182-4,~T 182-4~ T 182-4~ T 182-42~T

:: ( ,.,,_, : ( ,.,,_, : ( ,,,._,, : ( ,,,._,, : ( ,,,._,, : ( ,,,._,, lRIP TCf1 'IRIP TCf1 'IRIP TCf1 'IRIP TCf1 INl11A1E BF INl11A1E BF

CAPD-SWC-3 CAPD-SWC-4 CAPD-52-4 CAPD-52-3 CAP0-52-4 CAPD-52-3 DWG DWG DWG DWG DWG DWG

CPPA-E7197A CPPA-E7197A CPPA-E7198A CPPA-E7198A CPPA-E7198A CPPA-E7198A

,=,. BLACK & VEATCH r:=- SUNRISE POWER co. PADJECr w NIUER I RE.'14 llae CONSTRUCTION, INC. -- su~~~~:cr 99498-CPPA-E7199 ENGINEER JJR 1- IWH ----DC-D-IA_G_R....:A-M--------+,-CODE~---~ 1-------L--1

N..L 11/20/2001 PLANT AUXILIARY RELAYS llfEA I DISK ALE NO: VENDOR DISK DWG. NO.: CPPA-E7199

i

A

B

C

D

E

F

_J

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\ } I f TIOl1P F4::01 ..,. > I l 281 281 241 241 •i".83"",,i, l~PGaE 182-112 > I I ll6LBF2 I ll6LBF3 I 861.l ~ 1 fifr "

2;T 2;T 2:T 2:T 182-111-1~1 --BANK

OVERL<W)

A

, ?TS2-3 · fTS3-2 11517-11 , 11517-4 fTS20-8 fTS20-10 ! 8 8 8 2 10 TIOl1N F4=.02 > - } -.. . ~

& ~

B

C

D

E

10 Pl.ANT >~5'!-1

F

c

4

->

10 Pl.ANT

>-K-~01

..

5

)

1GTE-52-101

1121~--82-J ___ 82_J ..... 1201=2P ... 82_J_TB2 ___ 2_1 .... r>-----,~03

I lllll.BF5 I IIIILBF8 I 861.2 I1111LB2 -fi1i2

~ Tl ~ Tl ~ Tl ~ Tl 182-:Il lSll-3 'ISll-3 15111-7 15111-8 TS20-8 18 2 2 2 18 '---.---..... 1201..,,...,2N,,_._ __ ..... ___ F5-"'<m04

2GTE-52-201

10 Pl.ANT

10 Pl.ANT lRIP TC~ 1G1E-52-101

10 Pl.ANT lRIP TC~ 2G'IE-IIF201

~~1

CAPD-SWG-1

I

I

>

>

\

7 8 9

M1~--nl~#-+-=JBFl201-=--:1----r_______,~w-I lllll.BF5 I IIIILBF8 I 11111..2 11111LB112-31 ~

:Tl ~Tl :Tl :Tl lB2-3~Ll: lSll-3 'ISll-3 15111-5 15111-4 8

20 8 18 18 8 ._ __ .... __ ..._.,BF1..,201.,...N,._._ ___ ..._ __ -'F5-"'<moa

IISW01P Fll-03

211_,,. ·--_,,.-21~1-1 3!.,,. ..... _ .. 33 ~1-2 25_., •- IIIL1 _,,.

21~1--3 211_,,.

~~IIIILB1

2liswG1-4 ,___ 31,,. 31 ';, ;; .... ll8DIT • 811D111.2

i- ..

10

10 B10IP F4-05

21 .. • ';,MIBF2

xJ B101-1 1 21,_. ~ • MUF.5

~" .. a101-2 ~21 .. • ';, IIIL1

rl B101-3 21 .. • MLB1 ..

xJ B101-4 ,___ 21 ';, 21 ~ ... ll8DIT • .rom-2 x!~ B101-5

RA$f1

I BANK O\'ERLOAD

T B10IN F"i'9

B201P 1'5-05

21 .. • MLBF5 ..

xJ B201-1 25 ,,.

• l<MLBF8

GSU lCF20I 27 B201-2 21 ..

• ,,. 881..2

x! B201--3 21 ';, • MLB2 ..

xJ B201-4 ,___ 25 ';, 25 ~

... ll8DIT • .rom-2 2-IL....!i'.

B201--5 RAs,2

I BANK O\'ERLOAD

TB201N ~

SEE BaV DWll.' 1G1E-K2101 .J

10 Pl.ANT >aw

SEE BaV DWll.' 2G'IE-K2101 . j

33~

-- & M (i~SEE'""'"'aav~;:;DWG.;::::Lf;:!:_~~-1<21.;!.,.c!f.....:) -=----------------.-------------.--1

3 08-30-2003 PHASE 11 - CONFORMED 10 CONSTRUCTION RECORD J~ JJRALL-- 1"!'111 BLACK & VEATCH SUNRISE POWER CO. PROJECr - - 1 ... 4 2 Oll-17-2002 PHASE II - ISSUED FOR CONSTRUCTION IWHIWHAII-- -· CONSTRUCTION, INC. SUNRISE POWER PROJECT 99498-CPPA-E7197

; - FELLOWS. CALIFORNIA 'i' 1 w-01-2001 CONFORMED 10 CONSTRUCTION RECORD IWH JJR JJ•-,,... ENGINEER CODE I ~::I l-+----+---------------------,f-l-t-+-++0'+'1:!.2-::2"'1c:-'"'2000"""'t-,"'ssu""'"'ED"""FOR,,,,..-:CONSIR':-"":"'UCTION':':'""'""-=="--------l'IWH""'IJJ"""IRl"'JJ"'E•-3'-"3 .... 1- IWH I DC DIAGRAM

ic~tr4!r1-:02~=-~20~1~3!~B~RE:AKER~~~=TESll~~~NG~=IS-~=~BU~l~~J=:::::::::::::::::::j~M~L~•~:ilJG>~ilJG>~;:j~NO~t~~~~~~~~~t~~~~~~~~~~RE.WIIONS~~~~ENllt~~RECORD~~~=OF~:ISSU~~~E=::::::::j.-~5DES~~~.,...%~, ... ~~, .... ~._ ____________ ..... Qtmem __ .....; ... ::•;..._ .... _.....;03-;;..;1~3-::2000;;;;;;..._I __ P_LA_N_T_c_ON_TR_OL __ &_ALA_R_M_c_ON_T_A_c_TS....;#1;._A __ ~,WA----.l...1 ________ __. IICSK FILE NO: \'ENlOR IICSK DWG. NO.: a>PA-E7187

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2 4 5 7 10

PG&E BANK OVERLOAD PANEL

,. FROM XDUCR CT 1 (PNL #17)

PG&E COMM PANEL (PNL #15A & 15B) __ __

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P13LINE 13

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dhansen

Typewritten Text

ATTACHMENT 3

JOINT INTERCONNECTION FACILITIES AGREEMENT

BETWEEN

LA PALOMA GENERATING COMPANY, LLC

AND

SUNRISE COGENERATION AND POWER COMPANY

DATED AS OF _______________________, 2000

dhansen

Typewritten Text

ATTACHMENT 4

TABLE OF CONTENTS

ARTICLE I - DEFINITIONS ..................................................................................................................................... 2 ARTICLE II - TERM AND TERMINATION ........................................................................................................ 10 2.1 - Term and Termination: .................................................................................................................................... 10 2.2 - Unilateral Withdrawal or Abandonment: ....................................................................................................... 10 2.3 - Mutual Termination: ........................................................................................................................................ 11 ARTICLE III - JOINT FACILITIES ...................................................................................................................... 12 3.1 - Schedule and Budget: ........................................................................................................................................ 12

3.1.1 - Schedule: ...................................................................................................................................................... 12 3.1.2 - Timely Completion Success Fee: .................................................................................................................. 13 3.1.3 - Budget: .......................................................................................................................................................... 13 3.1.4 - Status Reports: .............................................................................................................................................. 13

3.2 - PG&E Interconnection Studies: ....................................................................................................................... 14 3.3 –Obligations of La Paloma: ................................................................................................................................ 14

3.3.1 - Payment of Construction Contractor: ........................................................................................................... 14 3.3.2 - Failure to Make Payment: ............................................................................................................................. 14 3.3.3 - Force Majeure; Payment of Liquidated Damages Received From Construction Contractor: ....................... 15 3.3.4 - Communications from Contractor: ............................................................................................................... 15 3.3.5 - Consultation: ................................................................................................................................................. 15 3.3.6 - Mutual Agreement: ....................................................................................................................................... 16 3.3.7 - No Consultation or Agreement: .................................................................................................................... 17 3.3.8 - Review of La Paloma Inspection Records: ................................................................................................... 17 3.3.9 - Insurance: ...................................................................................................................................................... 17 3.3.10 - Right to Take Possession: ........................................................................................................................... 17 3.3.11 - Emergencies: ............................................................................................................................................... 18

3.4 - Joint Transmission Line Rating: ...................................................................................................................... 18 3.5 – Design of Joint Switchyard: ............................................................................................................................. 18 3.6 - Obligations of Sunrise: ...................................................................................................................................... 19

3.6.1 - Payment to La Paloma: ................................................................................................................................. 20 3.6.2 - Management Fee: .......................................................................................................................................... 20

3.7 - Conductor Sizing: .............................................................................................................................................. 20 3.7.1 - Feasibility: .................................................................................................................................................... 20 3.7.2.1 - Calculation of Transmission Losses for Adjusted La Paloma Nominal Rating: ........................................ 21 3.7.2.2 - Calculation of Transmission Losses for Incremental La Paloma Output, and Sunrise Nominal Rating: ... 21 3.7.2.3 - Calculation of Transmission Losses for Future Expansions of La Paloma Generating Project or Sunrise

Generation Project: .................................................................................................................................... 22 3.8 - Rights-of-Way: .................................................................................................................................................. 23

3.8.1 - Undivided Interests: ...................................................................................................................................... 23 3.8.2- Right-of-Way Contributions by the Parties: .................................................................................................. 23 3.8.3 - Rights-of-Way for the Joint Transmission Line: .......................................................................................... 23 3.8.4 - Right-of-Way Responsibilities of Sunrise: ................................................................................................... 24

3.9 - Eminent Domain: .............................................................................................................................................. 24 3.10 – PG&E Interconnection: ................................................................................................................................. 24 3.11 – Access to Premises: ......................................................................................................................................... 24 3.12 – Use of Joint Facilities: .................................................................................................................................... 25

3.12.1 - Use of Joint Facilities: ................................................................................................................................ 25 3.12.2 - Use of Joint Facilities During Periods of Reduced Capacity: ..................................................................... 25 3.12.3 - Right of Party to Refuse Other Party Use of Additional Available Capacity: ............................................ 25 3.12.4 - Regulatory Approval: ................................................................................................................................. 26

ARTICLE IV - ........................................................................................................................................................... 26 CONSTRUCTION, OPERATION, MAINTENANCE AND CAPITAL IMPROVEMENTS ........................... 26 4.1 - General: .............................................................................................................................................................. 26

4.1.1 - Construction Contract: .................................................................................................................................. 27 4.1.2 - La Paloma Obligation to Reimburse Cure Costs: ......................................................................................... 27

2

4.1.3 - Security Interest: ........................................................................................................................................... 27 4.2 - Joint Facilities: ................................................................................................................................................... 27

4.2.1 - Proposal of Capital Improvements: .............................................................................................................. 27 4.2.2 - Installation and Construction of Capital Improvements: .............................................................................. 28

4.3 - Sunrise Facilities: .............................................................................................................................................. 29 4.4: - ISO and PG&E Interconnection Requirements: ........................................................................................... 30 ARTICLE V - OWNERSHIP AND RESPONSIBILITY FOR COSTS ............................................................... 30 5.1 – Initial Ownership Shares: ................................................................................................................................ 30

5.1.1 - Initial Ownership Shares: .............................................................................................................................. 30 5.1.2 - Effect of Capital Improvements on Ownership Share: ................................................................................. 32

5.2 - Design, Procurement and Construction Costs of the Joint Transmission Line: .......................................... 32 5.3 - Design, Procurement and Construction Costs of the Joint Switchyard: ...................................................... 32 5.4 - Costs of Right-of-way Easements: ................................................................................................................... 32 5.5 - Operating Costs of the Joint Transmission Line: ........................................................................................... 33 5.6 - Operating Costs of the Joint Switchyard: ....................................................................................................... 33 5.7 - PG&E Interconnection Costs: .......................................................................................................................... 33 5.8 - Development and Permitting Costs: ................................................................................................................ 33 5.9 - Cost Responsibility for Capital Improvements: ............................................................................................. 34

5.9.1 - Capital Improvements That Do Not Increase Capacity By 10% or More: .................................................... 34 5.9.2 - Capital Improvements That Increase Capacity By 10% or More: ................................................................ 34 5.9.3 - Capital Improvements Required To Add New Interconnections At Joint Switchyards: ............................... 34 5.9.4 - Right of Party Requesting To Proceed: ......................................................................................................... 34

5.10 - Conveyance of Undivided Interests in Capital Improvements: ................................................................... 35 ARTICLE VI - OPERATING REPRESENTATIVES ........................................................................................... 35 6.1 - Operating Representatives: .............................................................................................................................. 35 ARTICLE VII - FORCE MAJEURE ...................................................................................................................... 36 7.1 - Force Majeure: .................................................................................................................................................. 36 ARTICLE VIII - DEFAULT .................................................................................................................................... 36 8.1 - Events of Default: .............................................................................................................................................. 36 8.2 - Remedies: ........................................................................................................................................................... 37 ARTICLE IX - INDEMNITY ................................................................................................................................... 38 9.1 - Indemnification: ................................................................................................................................................ 38 ARTICLE X - LIMITATION OF LIABILITY; NON-RECOURSE .................................................................... 38 10.1 - Limitation of Liability: ................................................................................................................................... 38 10.2 - Non-Recourse: ................................................................................................................................................. 38 ARTICLE XI - DISPUTE RESOLUTION.............................................................................................................. 38 11.1 – Good Faith Negotiation: ................................................................................................................................. 39 11.2 – Arbitration: ..................................................................................................................................................... 39 11.3 - Technical Dispute Resolution: ........................................................................................................................ 39 ARTICLE XII - MISCELLANEOUS ...................................................................................................................... 41 12.1 - Applicable State Law: ..................................................................................................................................... 41 12.2 - Regulatory Amendments: ............................................................................................................................... 41 12.3 - Responsibility for Sunrise Facilities: ............................................................................................................. 41 12.4 - Responsibility for La Paloma Facilities: ........................................................................................................ 42 12.5 - AFC: ................................................................................................................................................................. 42 12.6 - Waivers: ........................................................................................................................................................... 42 12.7 - Successors and Assigns: .................................................................................................................................. 43 12.8 - Effect of Section Headings: ............................................................................................................................. 43 12.9 - Attachments: .................................................................................................................................................... 44 12.10 - Relationship of the Parties: ........................................................................................................................... 44 12.11 - No Dedication of any System: ....................................................................................................................... 44 12.12 – No Warranties or Guarantees: .................................................................................................................... 45 12.13 - Notices: ........................................................................................................................................................... 45 12.14 - Counterpart Execution: ................................................................................................................................ 46 12.15 - Complete Agreement: ................................................................................................................................... 46

JOINT INTERCONNECTION FACILITIES AGREEMENT BETWEEN

LA PALOMA GENERATING COMPANY, LLC AND

SUNRISE COGENERATION AND POWER COMPANY

This Joint Interconnection Facilities Agreement ("Agreement"), is made and entered into as of

January [__], 2000, by and between La Paloma Generating Company, LLC ("La Paloma"), a

limited liability company organized and existing under the laws of the State of Delaware, and

Sunrise Cogeneration and Power Company ("Sunrise"), a corporation organized and existing

under the laws of the State of Delaware. La Paloma and Sunrise may from time to time be

individually identified herein as a "Party" and are collectively identified herein as the "Parties."

RECITALS

WHEREAS, La Paloma is developing and plans to construct, own or lease and operate the La

Paloma Generating Project and, for the purpose of interconnecting its project to the Midway

Substation owned by Pacific Gas and Electric Company ("PG&E"), plans to construct, own or

lease and operate transmission lines and switchyard facilities as identified in La Paloma's

Application for Certification ("AFC") approved by the California Energy Commission ("CEC");

and

WHEREAS, Sunrise is developing and plans to construct, own or lease and operate the Sunrise

Generation Project and, for the purpose of interconnecting its project to the Midway Substation

owned by PG&E, plans to construct, own or lease and operate a transmission line and switchyard

facilities consistent with one of the alternatives identified in Sunrise's AFC pending before the

CEC; and

2

WHEREAS, coordination between La Paloma and Sunrise in the development, construction,

and operation of the facilities necessary to interconnect each of the La Paloma Generating

Project and the Sunrise Generation Project to the Midway Substation will result in an efficient

means of interconnection for both Parties at the Midway Substation considering costs and

environmental impacts; and

WHEREAS, La Paloma and Sunrise, without intending to create a partnership for any purpose,

therefore wish to establish terms and conditions for the joint development, permitting, design,

engineering, procurement, construction, installation, use, ownership, operation and maintenance

of the facilities necessary to interconnect each of the La Paloma Generating Project and the

Sunrise Generation Project to the Midway Substation, including, but not limited to, the Joint

Transmission Line and the Joint Switchyard.

NOW, THEREFORE, the Parties agree as follows:

ARTICLE I - DEFINITIONS When used herein with complete or initial capitalization, whether in the singular or in the plural,

the following terms shall have the following defined meanings:

1.1 - Adjusted La Paloma Nominal Rating: "Adjusted La Paloma Nominal Rating" shall mean

the La Paloma Nominal Rating adjusted for changes in ambient temperature, pressure and

humidity.

1.2 - AFC: "AFC" shall have the meaning assigned that term in the Recitals.

1.3 - Affiliate: "Affiliate" shall mean, with respect to a particular Person, any Person directly or

indirectly controlling, controlled by or under common control with such particular Person. For

purposes of this definition, "control" shall mean the power to direct the management and policies

3

of such Person, directly or indirectly, whether through the ownership of voting securities, by

contract or otherwise.

1.4 - California ISO: "California ISO" shall mean the California Independent System Operator,

a California chartered, nonprofit corporation that controls the transmission facilities of all

Participating Transmission Owners and dispatches certain Generating Units and Load, and any

successor entity.

1.5 - Capital Improvement: "Capital Improvement" shall mean any improvement to or

replacement of all or part of the Joint Facilities which results in a net increase in asset value as

determined in accordance with generally accepted accounting principles.

1.6 - CEC: "CEC" shall have the meaning assigned that term in the Recitals.

1.7 - Chevron Easements: "Chevron Easements" shall have the meaning assigned that term in

Section 3.8.3 of this Agreement.

1.8 - Construction Contract: "Construction Contract" shall mean the contract entered into

between La Paloma and the Construction Contractor dated November 9, 1999.

1.9 - Construction Contract Manager Obligations: "Construction Contract Manager

Obligations" shall mean the obligations of La Paloma set forth in Sections 3.1.3, 3.1.4, 3.3, 3.3.1,

3.3.3, 3.3.4, 3.3.5, 3.3.6, 3.3.7, 3.3.8, 3.3.9, 3.3.11, 3.7.1 and 4.1.2 hereof.

1.10 - Construction Contractor: "Construction Contractor" shall mean the contractor retained

by La Paloma under the Construction Contract to construct the Joint Facilities.

1.11 - FERC: "FERC" shall mean the Federal Energy Regulatory Commission and any

successor agency.

1.12 - Force Majeure: "Force Majeure" shall have the meaning assigned that term in Section

7.1 of this Agreement.

4

1.13 - Generating Units: "Generating Units" shall have the meaning assigned that term in the

California ISO Open Access Transmission Tariff as filed with and accepted by the FERC.

1.14 - Generator Special Facilities Agreement: "Generator Special Facilities Agreement" shall

mean an agreement between PG&E and a Party concerning the construction of Incremental

Facilities (in the case of Sunrise) and Non-Incremental Facilities (in the case of La Paloma).

1.15 - Incremental Facilities: "Incremental Facilities" shall mean the interconnection facilities

identified by PG&E in the Sunrise Interconnection Studies required for Sunrise’s interconnection

with the Midway Substation that are incremental to those facilities specified in the La Paloma

Interconnection Studies.

1.16 - Incremental La Paloma Output: "Incremental La Paloma Output" shall mean the

difference measured in megawatts between the output of the La Paloma Generating Project when

utilizing steam injection for power augmentation and the Adjusted La Paloma Nominal Rating.

1.17 - In-Service Date: "In-Service Date" shall mean the later of (i) the date on which the

construction and installation of the Joint Facilities are completed such that the Joint Facilities are

capable of performing the functions for which they were designed and (ii) the date on which the

Joint Facilities are first energized for the use of either the La Paloma Generating Project or the

Sunrise Generation Project.

1.18 - Interconnection Agreement: "Interconnection Agreement" shall mean the agreement

between PG&E and a Party whereby PG&E agrees to provide interconnection and related

services.

1.19 - Interconnection Point(s): "Interconnection Point(s)" shall mean the point(s) of

interconnection, as shown in Exhibit A to this Agreement.

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1.20 – ISO-Controlled Grid: "ISO-Controlled Grid" shall mean the system of transmission

lines and associated facilities of the Participating Transmission Owners that have been placed

under the California ISO's Operational Control, including without limitation the Midway

Substation.

1.21 - Joint Facilities: "Joint Facilities" shall mean the Joint Switchyard, the Joint Transmission

Line and any other facilities necessary to interconnect the La Paloma Generating Project and the

Sunrise Generation Project to the Midway Substation including Capital Improvements and all

rights of way, permits and other such rights associated with the development, construction,

ownership (or lease) or operation of such facilities, excluding the Sunrise Transmission Line, the

Sunrise Switchyard, the Incremental Facilities and any other interconnection facilities that are

constructed by Sunrise for interconnection with the Joint Switchyard or by La Paloma for

interconnection with the Joint Switchyard.

1.22 - Joint Facilities Cost Budget: "Joint Facilities Cost Budget" shall mean the budget of

capital and other costs attached as Exhibit E to this Agreement.

1.23 - Joint Switchyard: "Joint Switchyard" shall mean that switchyard facility on or adjacent

to the La Paloma site to be constructed, installed, owned or leased and operated in accordance

with this Agreement. The arrangement of the Joint Switchyard is specified in a diagram attached

as Exhibit A to this Agreement.

1.24 - Joint Transmission Line: "Joint Transmission Line" shall mean the transmission line

running from the Joint Switchyard to the Midway Substation, which will be a double circuit 230

kV transmission line with electrical resistance and ampacity that are no lower than would be

provided by two (2) 1590 ACSR "Falcon" conductors per phase and which is constructed in a

manner generally consistent with the description provided in the La Paloma AFC. The Joint

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Transmission Line shall also include the fiber optic shield wire (a.k.a. optical ground wire) from

the Joint Switchyard to the Midway Substation to be used in the control, protection and operation

of the Joint Facilities.

1.25 - La Paloma CEC Permit: "La Paloma CEC Permit" shall have the meaning assigned that

term in Section 5.1.1.2 of this Agreement.

1.26 - La Paloma Generating Project: "La Paloma Generating Project" shall mean the electric

generating facility at the La Paloma Nominal Rating to be developed, constructed, owned or

leased and operated by La Paloma in western Kern County, California.

1.27 - La Paloma Interconnection Studies: "La Paloma Interconnection Studies" shall mean

the final system impact study and final interconnection facilities study requested by La Paloma

and performed by PG&E for the purpose of determining the costs of the Non-Incremental

Facilities and developing an Interconnection Agreement, which studies are based on the

assumption that the La Paloma Generating Project is interconnected to the Midway Substation

without consideration of the capacity of the Sunrise Generation Project.

1.28 - La Paloma Nominal Rating: "La Paloma Nominal Rating" shall mean the output in

megawatts of the La Paloma Generating Project while operating at an average annual

temperature of 65°F with the evaporative cooler on but without steam injection for power

augmentation and shall equal approximately 1040 MW.

1.29 - Load: "Load" shall have the meaning assigned that term in the California ISO Open

Access Transmission Tariff as filed with and accepted by the FERC.

1.30 - Management Fee: "Management Fee" shall have the meaning assigned to that term in

Section 3.6.2 of this Agreement.

1.31 - Meter Services Agreements: "Meter Services Agreements" shall have the meaning

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assigned that term in the California ISO Open Access Transmission Tariff as filed with and

accepted by the FERC.

1.32 - Midway Substation: "Midway Substation" shall mean the electric substation that is

owned by PG&E and located at a site east of Buttonwillow, California and that is the point of

interconnection to the ISO Controlled Grid for the Joint Facilities.

1.33 – Non-Incremental Facilities: "Non-Incremental Facilities" shall mean the interconnection

facilities identified by PG&E in the La Paloma Interconnection Studies required to interconnect

La Paloma with the Midway Substation.

1.34 - Notice to Proceed: "Notice to Proceed" shall mean a written notice issued by an

authorized officer of La Paloma to the Construction Contractor instructing the Construction

Contractor to commence work under the Construction Contract.

1.35 - Operating Agreement: "Operating Agreement" shall mean the Joint Facilities Operating

Agreement between and among La Paloma, Sunrise and the Operator concerning the operation

and maintenance of the Joint Facilities and substantially in the form of Exhibit J hereto.

1.36 - Operating Representative: "Operating Representative" shall have the meaning assigned

that term in Section 6.1 of this Agreement.

1.37 - Operational Control: "Operational Control" shall have the meaning assigned that term in

the California ISO Open Access Transmission Tariff as filed with and accepted by the FERC.

1.38 - Operator: "Operator" shall mean PG&E Generating Company and any successor or

permitted assign.

1.39 - Ownership Share: "Ownership Share" shall mean the Parties' respective ownership

shares in the Joint Transmission Line and the Joint Switchyard as defined in Exhibit B to this

Agreement.

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1.40 - Participating Generator Agreements: "Participating Generator Agreements" shall have

the meaning assigned that term in the California ISO Open Access Transmission Tariff as filed

with and accepted by the FERC.

1.41 - -Participating Transmission Owner: "Participating Transmission Owner" shall have the

meaning assigned that term in the California ISO Open Access Transmission Tariff as filed with

and accepted by the FERC.

1.42 – PG&E: "PG&E" shall mean Pacific Gas and Electric Company and its successors and

assigns in its role as a Participating Transmission Owner under the Pacific Gas and Electric

Company Transmission Owner Tariff as amended from time to time as filed with and accepted

by the FERC.

1.43 – Party: "Party" shall mean either La Paloma or Sunrise, as the context of the Agreement

requires, and "Parties" shall mean both La Paloma and Sunrise.

1.44 - Person: "Person" shall mean any individual, corporation, cooperative, partnership, joint

venture, association, joint-stock company, limited liability company, trust, unincorporated

organization or government or any agency or political subdivision thereof.

1.45 - Protective Equipment: "Protective Equipment" shall include, but not be limited to,

protective relays, relaying panels, relaying cabinets, circuit breakers, conduits, cabling, current

transformers, potential transformers, coupling capacitor voltage transformers, wave traps,

transfer trip and fault recorders, which directly or indirectly provide input to relays, fiber optic

communication equipment, power line carrier equipment and telephone circuits, and any other

equipment necessary to implement the protection provisions of this Agreement.

1.46 - Schedule: "Schedule" shall mean the schedule attached as Exhibit D to this Agreement.

1.47 – Step-In Rights: "Step-In Rights" shall mean the rights of Sunrise or La Paloma with

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respect to the Construction Contract set forth in Sections 3.1.1 and 4.1.1 hereof.

1.48 - Sunrise CEC Permit: "Sunrise CEC Permit" shall mean the permit to be obtained by

Sunrise from the CEC authorizing the construction and development of the Sunrise Generation

Project, the Sunrise Transmission Line and the Sunrise Switchyard.

1.49 – Sunrise Generation Project: "Sunrise Generation Project" shall mean the cogeneration

facility with an electrical generation capacity at the Sunrise Nominal Rating to be developed,

constructed, owned or leased and operated by Sunrise and located near the community of

Fellows, in Kern County, California.

1.50 – Sunrise Interconnection Studies: "Sunrise Interconnection Studies" shall mean the final

system impact study and final interconnection facilities study requested by Sunrise and

performed by PG&E for the purpose of determining the costs of the Incremental Facilities

required to connect the Sunrise Generation Project to the Midway Substation via the Joint

Transmission Line and developing the Interconnection Agreement between Sunrise and PG&E.

1.51 - Sunrise Nominal Rating: "Sunrise Nominal Rating" shall mean the output in megawatts

of the Sunrise Generation Project while operating at an annual average temperature of 65°F with

the evaporative cooler on but without steam injection for power augmentation and shall equal

approximately 324 MW.

1.52 – Sunrise Switchyard: "Sunrise Switchyard" shall mean the switchyard constructed on or

adjacent to the Sunrise Generation Project site to interconnect the Sunrise Generation Project to

the Sunrise Transmission Line.

1.53 - Sunrise Transmission Line: "Sunrise Transmission Line" shall mean the approximately

eleven (11) mile, 230 kV transmission line that interconnects the Sunrise Generation Project with

the Joint Switchyard.

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1.54 - Timely Completion Success Fee: "Timely Completion Success Fee" shall have the

meaning assigned that term in Section 3.1.2 of this Agreement.

ARTICLE II - TERM AND TERMINATION

2.1 - Term and Termination: The term of this Agreement shall commence on the effective date of this Agreement and except

as otherwise provided herein shall continue in effect until terminated upon mutual written

consent of the Parties.

2.2 - Unilateral Withdrawal or Abandonment: 2.2.1: In the event that a Party elects to sell or transfer its interest in either the La Paloma

Generating Project or the Sunrise Generation Project, the sale or transfer shall not be considered

a withdrawal or abandonment of this Agreement, and the Party shall include in the sale or

transfer its interest in the Joint Facilities, provided that the sale or transfer shall comply with the

provisions of Section 12.7 hereof.

2.2.2: In the event that one Party withdraws from or abandons the development of the

Joint Facilities, the other Party shall purchase the withdrawing or abandoning Party’s Ownership

Share in the Joint Facilities. If the purchase occurs prior to the delivery by La Paloma of a bill

of sale for the Joint Facilities pursuant to Section 5.1.1.1 hereof, the purchase price shall equal

the sum of the withdrawing or abandoning Party's share of the costs it has incurred, paid or

which it has incurred an obligation to pay as of the date of the withdrawal or abandonment

pursuant to Sections 5.2, 5.3, 5.4, 5.7, and 5.8 of this Agreement. If the purchase occurs

subsequent to the delivery by La Paloma of a bill of sale for the Joint Facilities pursuant to

Section 5.1.1.1 hereof, the purchase price shall equal the withdrawing or abandoning Party’s

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Ownership Share multiplied by the net book value for each of the Joint Transmission Line, Joint

Switchyard and rights of way for the Joint Facilities plus the sum of one thousand dollars

($1,000.00). The withdrawing or abandoning Party shall represent and warrant to the purchasing

Party that (i) it is conveying good and marketable title, free and clear of any liens, pledges,

encumbrances, charges, agreements or claims of any kind whatsoever, (ii) it has the necessary

power and authority and has been duly authorized to sell and to execute and deliver the

transaction documents and to consummate the transaction contemplated thereby, (iii) no consent,

approval, authorization, registration or filing with any governmental authority or other third party

is required to consummate the transaction that has not already been obtained or made, (iv) it is in

compliance with any and all applicable permits, registrations, licenses and other governmental

approvals required for ownership and occupancy of the properties and assets being sold and such

permits, registrations, licenses and other governmental approvals are in full force and effect and

not the subject of any adverse proceeding, and (v) such other representations and warranties as

may be normal and customary in substantially similar circumstances. The withdrawing or

abandoning Party shall use all commercially reasonable efforts to assist the purchasing Party in

obtaining such amendments to permits, registrations, licenses or other governmental approvals or

such consents or other approvals as may be required to ensure the purchasing Party's right to the

continued development, construction and operation of the Joint Facilities. This Agreement shall

terminate upon the purchase of the Joint Facilities following a withdrawal or abandonment under

this Section 2.2.2.

2.3 - Mutual Termination: Notwithstanding any other provision of this Agreement, at the termination of this Agreement by

mutual consent pursuant to Section 2.1 hereof, each Party shall retain ownership shares in all

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assets procured in connection with this Agreement that are proportionate to the Party's respective

contribution to the cost of the assets. Notwithstanding any other provision of this Agreement,

any agreement for mutual termination of this Agreement due to the termination of operations of

either or both the La Paloma Generating Project or the Sunrise Generation Project shall include a

covenant to continue to comply in all material respects with applicable CEC certifications or

other permits related to the ownership (or lease) or operation of the Joint Facilities.

ARTICLE III - JOINT FACILITIES

3.1 - Schedule and Budget: 3.1.1 - Schedule:

3.1.1.1: The Parties have agreed to the Schedule. Notwithstanding any other

provision of this Agreement, the Parties agree that the In-Service Date specified in the Schedule

may be modified from time to time by mutual agreement of the Parties to accommodate initial

start up and testing of the first electric power generator, whether in the La Paloma Generating

Project or the Sunrise Generation Project provided that the requesting Party shall be solely

responsible for paying all costs caused by the change in the Schedule, which costs shall be

determined through negotiations with the Construction Contractor.

3.1.1.2: La Paloma represents and warrants that it has, as of the date of execution

of this Agreement, issued to the Construction Contractor a Notice to Proceed with the

construction of the Joint Facilities.

3.1.1.3: In the event of a default by La Paloma pursuant to Section 8.1(b),

Sunrise may step into La Paloma's position under the Construction Contract, provided that in

such event Sunrise shall be obligated to perform the Construction Contract Manager Obligations

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as if they were applicable to Sunrise ("Step-In Rights"). In the event Sunrise exercises its right

under this Section 3.1.1.3, La Paloma shall be deemed to have the Step-In Rights as if they were

applicable to La Paloma.

3.1.2 - Timely Completion Success Fee:

The Parties hereto acknowledge and agree that the Schedule provides for completion of the Joint

Facilities in advance of the date required by La Paloma. Because Sunrise will derive substantial

savings if La Paloma performs the Construction Contract Manager Obligations, Sunrise agrees

to, within thirty (30) calendar days of the In-Service Date, pay La Paloma or, upon notice by La

Paloma, its contractor, a Timely Completion Success Fee of $150,000 if (a) the In-Service Date

occurs on or before November 1, 2000 and (b) La Paloma or its contractor has performed all

Construction Contract Manager Obligations without Sunrise exercising any Step-In Rights.

3.1.3 - Budget:

The Parties have agreed to the Joint Facilities Cost Budget. All modifications to the Joint

Facilities Cost Budget during the term of this Agreement shall be by mutual agreement, and La

Paloma shall not direct the Construction Contractor to take any action that would result in a

modification to the Joint Facilities Cost Budget without such mutual agreement. Any failure to

agree on modifications to the Joint Facilities Cost Budget under this Section 3.1.3 shall be

resolved pursuant to the technical dispute resolution provisions of Sections 11.1 and 11.3 of this

Agreement.

3.1.4 - Status Reports:

The Party performing the Construction Contract Manager Obligations shall provide monthly

progress reports to the other Party up to and until the In-Service Date and as the Parties may

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otherwise mutually agree. The Status Report shall include at a minimum the information set

forth in Exhibit H.

3.2 - PG&E Interconnection Studies: La Paloma shall pay all costs due to PG&E for the La Paloma Interconnection Studies. Sunrise

shall request, and pay all costs due to PG&E for, the Sunrise Interconnection Studies. Either

Party may separately request and pay PG&E for additional interconnection studies.

3.3 –Obligations of La Paloma: La Paloma shall be responsible for development and permitting of the Joint Facilities as specified

herein and in the Construction Contract except as specified in Section 5.8. La Paloma shall

perform its obligations under the Construction Contract with the same degree of care, skill and

diligence as is ordinarily possessed, practiced and routinely exercised in management of the

construction of an electric power interconnection and related transmission facilities under

substantially similar circumstances.

3.3.1 - Payment of Construction Contractor:

La Paloma shall make payments to the Construction Contractor according to the terms and

conditions of the Construction Contract. Upon receipt of an invoice from the Construction

Contractor, La Paloma shall provide a copy of such invoice to Sunrise, including a detailed

explanation, if required, of the amount due under the invoice, and a separate invoice to Sunrise

specifying Sunrise's share of the amount due the Construction Contractor consistent with the

Sunrise's Ownership Share.

3.3.2 - Failure to Make Payment:

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If La Paloma fails to make timely payments to the Construction Contractor and such failure

places La Paloma in default under the Construction Contract, Sunrise shall have the right to cure

the default by making the payments directly to the Construction Contractor.

3.3.3 - Force Majeure; Payment of Liquidated Damages Received From Construction Contractor:

La Paloma shall consult with Sunrise and obtain Sunrise's approval, such approval not to be

unreasonably withheld, to any excuse of Construction Contractor's performance under the

Construction Contract due to an alleged force majeure event as defined in the Construction

Contract. Upon receipt of any payment of liquidated damages under the Construction Contract,

La Paloma shall remit to Sunrise its respective share of said liquidated damages payment, which

shall equal Sunrise's Ownership Share for the Joint Transmission Line multiplied by the amount

of said liquidated damages payment.

3.3.4 - Communications from Contractor:

La Paloma shall include in the Construction Contract a requirement that Construction Contractor

provide to Sunrise a copy of each written material communication by the Construction

Contractor to La Paloma at the time and in the manner that each such communication is provided

to La Paloma. La Paloma further shall cause the Construction Contractor to memorialize in

written communication to Sunrise each material oral communication between La Paloma and the

Construction Contractor affecting the rights and obligations identified in the provisions specified

in Sections 3.3.5 and 3.3.6 of this Agreement.

3.3.5 - Consultation:

La Paloma shall provide written notice or oral notice memorialized in writing to Sunrise of its

proposed course of action not fewer than five (5) calendar days prior to the exercise of any

material right or satisfaction of a material obligation specified in the following provisions of the

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Construction Contract: General Condition Nos. 6, 7, 13, 23, 25, 28 and 30; General Requirement

Nos. 14 and 22; Special Requirement Nos. 5, 6 and 7; and Technical Requirement - General Nos.

1, 2, 3 and 4. Any plans, specifications or other information provided by La Paloma in

connection with this provision, other than the information provided directly by the Construction

Contractor, shall be accurate, complete, consistent with industry practice and developed with due

diligence. Sunrise shall provide comments to La Paloma in response to the proposed course of

action within seven (7) calendar days for matters addressing Technical Requirements and within

three (3) calendar days for all other matters, and the Parties shall make all reasonable efforts to

coordinate a mutually acceptable action plan. If Sunrise fails to provide comments within the

specified period, La Paloma may proceed as proposed in the notice to Sunrise. If the Parties fail

to reach agreement regarding a course of action, they shall submit the issue to the technical

dispute resolution provisions specified in Sections 11.1 and 11.3.

3.3.6 - Mutual Agreement:

La Paloma shall provide written notice or oral notice memorialized in writing to Sunrise of its

proposed course of action not fewer than five (5) calendar days prior to the exercise of any

material right or satisfaction of a material obligation specified in the following provisions of the

Construction Contract: General Condition Nos. 3, 4, 5, 11, 14, 15, 16, 17, 18, 29, 31, and 34 and

General Requirements 4, 12 and 20. Any plans, specifications or other information provided by

La Paloma in connection with this provision, other than the information provided directly by the

Construction Contractor, shall be accurate, complete, consistent with industry practices and

developed with due diligence. Sunrise shall provide comments to La Paloma in response to the

proposed action within seven (7) calendar days for matters addressing Technical Requirements

and within three (3) calendar days for all other matters, and the Parties shall develop mutual

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agreement regarding the course of action. If Sunrise fails to provide comments within the

specified period, La Paloma may proceed as proposed in the notice to Sunrise. If the Parties fail

to reach agreement regarding a course of action, they shall submit the issue to the technical

dispute resolution procedures specified in Sections 11.1 and 11.3 of this Agreement.

3.3.7 - No Consultation or Agreement:

La Paloma may exercise the rights and satisfy the obligations under any provision of the

Construction Contract not specifically identified in Sections 3.3.5 or 3.3.6 without consultation

or mutual agreement with Sunrise, provided that La Paloma shall notify Sunrise in advance of

taking any such action not identified in Sections 3.3.5 or 3.3.6 if La Paloma knows or reasonably

should know that the action will have a material effect on the cost or schedule for the completion


3.3.8 - Review of La Paloma Inspection Records:

Notwithstanding any other provision of this Agreement, Sunrise may upon one (1) calendar day's

notice to La Paloma review any records, logs or other documentation produced by La Paloma in

performing its obligations under the Construction Contract.

3.3.9 - Insurance:

La Paloma shall cause Construction Contractor to designate Sunrise as an additional insured on

all insurance policies designated in General Condition 23 of the Construction Contract.

3.3.10 - Right to Take Possession:

If La Paloma is not prepared to take possession of the Joint Facilities when the Joint Facilities

are available as provided in General Requirement 20 of the Construction Contract, La Paloma

shall immediately notify Sunrise. Upon such notice, Sunrise may take possession of the Joint

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Facilities until such time as La Paloma notifies Sunrise that La Paloma is prepared to take

possession of the Joint Facilities.

3.3.11 - Emergencies:

In emergencies affecting the safety or protection of persons or the work or property at the site or

adjacent thereto, La Paloma, without special instruction or authorization from Sunrise, shall act

to prevent threatened damage, injury or loss.

3.4 - Joint Transmission Line Rating: The Joint Transmission Line shall be designed to operate in a safe manner consistent with the

most restrictive clearances as required by the current edition of the National Electrical Safety

Code (NESC) or California Public Utilities Commission General Order 95 at a maximum

conductor temperature of not more than 100° C. The Parties agree that the Operator shall

determine the dynamic Transmission Line Rating (ampacity) in accordance with IEEE 738-1993,

"IEEE Standard for Calculating the Current-Temperature Relationship of Bare Overhead

Conductors," based on actual meteorological conditions existent at any given moment as

described in the Operating Agreement. The resultant ampacity shall be available to each Party in

proportion to its respective Ownership Share of the Joint Transmission Line as specified in

Exhibit B, plus Sunrise shall have the sole right to use any incremental ampacity resulting from

the upgrade of conductor size as specified in Section 3.7.1.

3.5 – Design of Joint Switchyard: The configuration of the Joint Switchyard shall be a five (5) position 230 kV ring bus, which

shall include two (2) terminal positions for La Paloma’s wholly owned connection from its

generator step up transformers, two (2) terminal positions for the Joint Transmission Line, and

one (1) Sunrise Transmission Line terminal position with provision for a second Sunrise

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Transmission Line terminal position as described below. The Sunrise Transmission Line

terminal position shall be fully equipped and constructed as part of the initial installation of the

Joint Switchyard. A second terminal position shall be reserved for the expansion of the Sunrise

Transmission Line with a section of bus inserted into said second Sunrise Transmission Line

terminal position for initial operation of the Joint Switchyard.

3.6 - Obligations of Sunrise: Sunrise shall, at its own expense, be responsible for permitting, developing, securing all right-of-

way easements, mitigating, constructing, owning, leasing, operating, maintaining and making

any future additions and/or modifications to the Sunrise Transmission Line, the Sunrise

Switchyard, the Incremental Facilities, and all other facilities required to connect the Sunrise

Generation Project at the Interconnection Point in the Joint Switchyard, subject to and in

accordance with the terms of this Agreement. Sunrise shall submit to La Paloma for La Paloma's

prior review and approval Sunrise's plans and specifications for the design, engineering,

construction, installation, routing, testing and operation of the Sunrise Transmission Line, the

Sunrise Switchyard and all facilities required to connect the Sunrise Generation Project at the

Interconnection Point in the Joint Switchyard (to the extent such plans and specifications could

affect the Joint Facilities), which plans and specifications shall be accurate, complete, consistent

with industry practices and developed with due diligence. La Paloma's approval shall not be

unreasonably withheld, and La Paloma shall notify Sunrise in writing of specific grounds for

disapproval as soon as reasonably practicable, but no later than fifteen (15) calendar days after

receipt by La Paloma of such plans and specifications. If no notice of approval or disapproval is

received by Sunrise within said period, then the plans and specifications shall be deemed

approved and accepted by La Paloma. Upon La Paloma’s notification of disapproval, Sunrise

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shall either modify its proposed plans and specifications to the extent reasonably necessary to

ensure the reliability of the Joint Facilities or refer the matter to technical dispute resolution

pursuant to Sections 11.1 and 11.3 of this Agreement.

3.6.1 - Payment to La Paloma:

Within twenty (20) days of receipt of an invoice under Section 3.3.1 of this Agreement, Sunrise

shall remit payment to La Paloma of the amounts due or notify La Paloma that it has a dispute

regarding the invoice and the reasons for the dispute. The Parties shall attempt to negotiate a

resolution of the dispute or refer the matter to technical dispute resolution pursuant to Sections

11.1 and 11.3 of this Agreement. If the dispute is not resolved on or before the 20th day after

receipt of the invoice, then Sunrise shall pay La Paloma in full the amounts due, subject to the

outcome of the dispute resolution.

3.6.2 - Management Fee:

Sunrise shall pay to La Paloma a Management Fee of $300,000 on the In-Service Date.

3.7 - Conductor Sizing: 3.7.1 - Feasibility:

Sunrise has directed La Paloma, who shall direct the Construction Contractor, to construct the

Joint Transmission Line using a conductor consisting of two (2) 2156 ACSR "Bluebird"

conductors per phase, which conductor size exceeds La Paloma's election of two (2) 1590 ACSR

"Falcon" conductors per phase. Sunrise shall bear sole responsibility for the cost differential

between "Falcon" and "Bluebird" conductors as set forth in Exhibit E hereto and, consequently,

shall receive all incremental capacity resulting from the upgrade in conductor size and all loss

benefits associated resulting from the conductor upgrade.

3.7.2 - Transmission Losses

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3.7.2.1 - Calculation of Transmission Losses for Adjusted La Paloma Nominal Rating:

La Paloma's share of transmission losses on the Joint Facilities shall be calculated as if the

Sunrise Generation Project did not exist, the conductors used in the construction of La Paloma's

transmission line were two (2) 1590 ACSR "Falcon" conductors per phase and the conductor size

and configuration had not changed.

3.7.2.2 - Calculation of Transmission Losses for Incremental La Paloma Output, and Sunrise Nominal Rating:

The Parties' respective shares of transmission losses on the Joint Facilities shall be calculated as

follows:

LL = LLC + LLI

Where:

LL is La Paloma's share of transmission losses.

LLC = La Paloma's transmission losses calculated as per Section 3.7.2.1 of this

Agreement.

LLI = {OLI/(OLI + OS)} x (LT - LLC)

LS = {OS/(OLI + OS)} x (LT - LLC)

Where:

OLI is the incremental output of the La Paloma Generating Project expressed in units of

megavolt-amperes, which is the Incremental La Paloma Output as defined in Section 1.16 of this

Agreement expressed in megawatts, divided by the power factor of the La Paloma Generating

Project.

OS - The output of the Sunrise Generation Project as measured at the Joint Switchyard,

expressed in units of megavolt-amperes.

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LT = The total measured transmission losses on the Joint Facilities.

LS is Sunrise's share of transmission losses.

LLI is the transmission losses attributable to the Incremental La Paloma Output as defined

in Section 1.16 of this Agreement.

3.7.2.3 - Calculation of Transmission Losses for Future Expansions of La Paloma Generating Project or Sunrise Generation Project:

If La Paloma takes action which causes the output of the La Paloma Generating Project to

increase beyond the sum of the La Paloma Nominal Rating and the Incremental La Paloma

Output, or if Sunrise takes action which causes the output of the Sunrise Generation Project to

increase beyond the Sunrise Nominal Rating, transmission losses attributable to the expanded

output of the La Paloma Generating Project and the Sunrise Generation Project shall be

calculated as follows:

LLU = {OLU/(OLU + OSU)} x {LT-(LLC + LLI + LS)}

LSU = {OSU/(OLU + OSU)} x {LT-(LLC + LLI + LS)}

Where:

LLU is the transmission losses attributable to the expanded output of the La Paloma

Generating Project.

LSU is the transmission losses attributable to the expanded output of the Sunrise

Generation Project.

OLU = The measured output of the La Paloma Generating Project minus the Adjusted La

Paloma Nominal Rating and minus an increment of output attributable to steam injection for

power augmentation, all as adjusted by the power factor of the La Paloma Generating Project so

that the end result is expressed in units of megavolt-amperes.

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OSU = The measured output of the Sunrise Generating Project minus the Sunrise Nominal

Rating adjusted for changes in ambient temperature, pressure and humidity as measured at the

Joint Switchyard and expressed in units of megavolt-amperes.

3.8 - Rights-of-Way: 3.8.1 - Undivided Interests:

Pursuant to Section 5.1.1.1, each Party shall have an undivided interest in the rights-of-way for

the Joint Facilities.

3.8.2- Right-of-Way Contributions by the Parties:

In the event that a Party, either directly, through an affiliate (other than PG&E) or through a

financing party, has ownership or control of land through which an easement is required for the

Joint Transmission Line, such Party shall contribute a right-of-way easement in favor of the Joint

Transmission Line at a cost equal to the fair market value of such contribution. In the event of a

dispute between the Parties as to such fair market value, the Parties will appoint an independent

appraiser which shall establish such fair market value.

3.8.3 - Rights-of-Way for the Joint Transmission Line:

The Parties acknowledge and agree that the sole heretofore unattained right-of-way easements

needed for the Joint Transmission Line are those certain right-of-way easements on real property

owned or controlled by Chevron U.S.A., Inc. ("Chevron Easements"). The Parties shall use all

commercially reasonable efforts to acquire the Chevron Easements and agree that Sunrise shall

be primarily responsible for negotiating with Chevron to acquire the Chevron Easements. The

Parties agree that: (1) the terms upon which the Chevron Easements are acquired shall be

mutually acceptable to both Parties based upon commercially reasonable terms and (2) the form

of agreement for the Chevron Easements shall be reasonably acceptable to both Parties.

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3.8.4 - Right-of-Way Responsibilities of Sunrise:

Sunrise shall be solely responsible for securing all right-of-way easements from the Sunrise

Generation Project to the Joint Switchyard for the Sunrise Transmission Line.

3.9 - Eminent Domain: In the event that a Party cannot secure all or part of the Chevron Easements pursuant to Sections

3.8.2 or 3.8.3, the Parties will confer and may agree to pursue acquisition of such right-of way

easements by the exercise of such eminent domain authority as may exist under applicable law.

A Party that does not agree to pursue acquisition of the Chevron Easements under this Section

3.9 shall be deemed to have withdrawn from this Agreement pursuant to Section 2.2 and the

provisions of Section 2.2 shall apply. In the event of an exercise of eminent domain, the Parties

agree to amend and restate this Agreement and the Operating Agreement as appropriate to

recognize and accommodate the results of any eminent domain proceedings and, further, that the

costs associated with the construction of the Joint Transmission Line by the entity exercising

eminent domain shall be borne by the Parties in proportion to the Ownership Shares for the Joint

Transmission Line as specified in Exhibit B hereto.

3.10 – PG&E Interconnection: Each Party shall use all commercially reasonable efforts in cooperation with the other Party to

negotiate in said Party's respective Interconnection Agreement and Generator Special Facilities

Agreement terms that are consistent with the intent and purposes of this Agreement.

3.11 – Access to Premises: Sunrise shall have the right to enter the premises of the Joint Switchyard upon no less than two

(2) hours notice to La Paloma for the purpose of auditing or inspecting the construction of the

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Joint Facilities. During construction, Sunrise's access to the Joint Facilities shall be by escort

only and shall be in compliance with all health and safety programs required by La Paloma.

3.12 – Use of Joint Facilities: 3.12.1 - Use of Joint Facilities:

Either Party may, upon appropriate notice and reasonable coordination with the other Party and

in accordance with the Operating Agreement, use the Joint Facilities’ capacity (ampacity in the

case of the Joint Transmission Line) up to the amount of its respective Ownership Share to effect

sales of the output of its respective generation project. In addition to its Ownership Share,

Sunrise shall have the sole right to use, subject to Sections 3.12.2, 3.12.3, and 3.12.4, any

incremental capacity resulting from the upgrade of conductor size as specified in Section 3.7.1.

Each Party may use its capacity to accommodate future expansion of its respective generation

project.

3.12.2 - Use of Joint Facilities During Periods of Reduced Capacity:

Except as specified in Section 3.12.3, in the event of a single circuit outage of the Joint

Transmission Line or any other reduction in the carrying capacity of the Joint Transmission Line,

each Party shall have the right to use a share of the remaining capacity equal to its Ownership

Share of the Joint Transmission Line plus any additional available capacity that the other Party is

not using in accordance with the Operating Agreement.

3.12.3 - Right of Party to Refuse Other Party Use of Additional Available Capacity:

La Paloma may refuse to allow Sunrise to use additional available capacity in the Joint Facilities

that La Paloma is not using if in La Paloma's sole judgment such use could in any way impair La

Paloma's status as an "exempt wholesale generator" that is exempt from regulation under the

Public Utility Holding Company Act of 1935, as amended, or cause La Paloma to become

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regulated as a public utility or similar entity under California law. Sunrise may refuse to allow

La Paloma to use additional available capacity in the Joint Facilities that Sunrise is not using if in

Sunrise's sole judgment such use could in any way impair Sunrise's status as a "qualifying

cogeneration facility" under the Public Utility Regulatory Policies Act of 1978 or cause Sunrise

to become regulated as a public utility or similar entity under California law.

3.12.4 - Regulatory Approval:

Subject to Section 3.12.3 hereof, in the event La Paloma and/or Sunrise, as the case may be, shall

offer to sell, assign or otherwise transfer all or part of its rights to use the capacity of the Joint

Facilities to any Person other than a Party, such sale, assignment or transfer shall be conditioned

upon receipt of a final and non-appealable approval or determination of the FERC, satisfactory to

La Paloma and Sunrise in the exercise of their respective reasonable judgments, that La Paloma

will maintain the status of an "exempt wholesale generator" under the Public Utility Holding

Company Act of 1935, as amended, and that Sunrise will maintain the status of a "qualifying

cogeneration facility" under the Public Utility Regulatory Policies Act of 1978, and further, such

sale, assignment or transfer shall be otherwise authorized by law.

ARTICLE IV - CONSTRUCTION, OPERATION, MAINTENANCE AND CAPITAL IMPROVEMENTS 4.1 - General: Construction of the Joint Facilities shall be pursuant to the Construction Contract.

Operation and maintenance of the Joint Facilities shall be pursuant to the terms and conditions

specified in the Operating Agreement. Sunrise shall be responsible for the operation and

maintenance of the Sunrise Switchyard and the Sunrise Transmission Line. The Parties shall use

all reasonable efforts to coordinate scheduled maintenance of their respective facilities.

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4.1.1 - Construction Contract:

La Paloma shall ensure that the Construction Contract includes at a minimum the following

terms: (1) a schedule for completion equal to or better than the Schedule in this Agreement and

agreement of the Construction Contractor to comply with a schedule modification or acceleration

as described in Section 3.1.1 of this Agreement; (2) delivery guaranteed on November 1, 2000 at

a fixed price equal to or less than the Joint Facilities Cost Budget; (3) a requirement that

Construction Contractor pay liquidated damages at $25,000 per day for failure to meet the

guaranteed delivery date; (4) Sunrise is named as an intended third party beneficiary; (5) if La

Paloma defaults, prior to exercising any remedy the Construction Contractor must also provide a

notice of default to Sunrise and provide Sunrise no less than sixty (60) days (following a thirty

(30) day cure period for La Paloma) to cure the default, and in such event Sunrise shall be

permitted to assume the Construction Contract and any cure effected by Sunrise shall be deemed

to be a cure by La Paloma.

4.1.2 - La Paloma Obligation to Reimburse Cure Costs:

La Paloma shall reimburse Sunrise all costs that Sunrise reasonably incurs in effecting a

cure of a default under the Construction Contract pursuant to Section 4.1.1 of this Agreement.

4.1.3 - Security Interest:

Sunrise shall be granted a security interest in the Construction Contract. La Paloma will

file a form UCC-1 notice of Sunrise's security interest in the Construction Contract in accordance

with applicable requirements.

4.2 - Joint Facilities: 4.2.1 - Proposal of Capital Improvements:

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Either Party may propose from time to time the installation and construction of Capital

Improvements which that Party reasonably determines are required for the operation of the Joint

Facilities. The installation and construction of proposed Capital Improvements shall be subject

to the consent of the other Party, which consent shall not be unreasonably withheld.

4.2.2 - Installation and Construction of Capital Improvements:

La Paloma shall have the exclusive right to contract for the design, engineering, installation and

construction of any Capital Improvements which the Parties mutually determine are required for

the operation of the Joint Facilities and in this regard La Paloma shall exercise the same degree

of care, skill and diligence and is ordinarily possessed, practiced and routinely exercised in

management of the construction of capital improvements to an electric power interconnection

and related transmission facilities under substantially similar circumstances. La Paloma shall

submit for Sunrise’s prior review and approval La Paloma’s plans and specifications for such

Capital Improvements. Sunrise’s approval shall not be unreasonably withheld, and Sunrise shall

notify La Paloma in writing of the specific grounds for disapproval as soon as reasonably

practicable, but no later than thirty (30) calendar days after receipt by Sunrise of such plans and

specifications. If no notice of approval or disapproval is received by La Paloma within thirty

(30) calendar days, the plans and specifications will be deemed approved and accepted by

Sunrise. Upon notification of Sunrise’s disapproval, La Paloma shall either modify its proposed

plans and specifications to the extent reasonably necessary to ensure the reliability of the Joint

Facilities or refer the matter to technical dispute resolution pursuant to Sections 11.1 and 11.3 of

this Agreement. La Paloma shall not be responsible for any delay arising from any disapproval or

technical dispute resolution proceeding arising under this Section 4.2.2 provided that the delay

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does not result in any way from La Paloma’s failure to perform a material obligation under this

Agreement or the Construction Contract.

La Paloma shall give Sunrise monthly progress reports on any approved modifications.

La Paloma shall provide Sunrise with sufficient project details and adequate advance written

notice to allow Sunrise to properly evaluate the effect(s) of the Capital Improvements on the

interconnected operation of the La Paloma Generating Project and the Joint Facilities and on any

of Sunrise’s facilities including but not limited to the Sunrise Generation Project.

4.3 - Sunrise Facilities: Sunrise shall submit to La Paloma, for La Paloma’s review and approval, any proposed

modification(s) or replacement(s) to the Sunrise Transmission Line, the Sunrise Switchyard, the

Sunrise Generation Project, any other facilities required to connect the Sunrise Generation

Project at the Interconnection Point in the Joint Switchyard or to Protective Equipment within

any of the aforementioned facilities to the extent such modification(s) or replacement(s) could

affect the Joint Facilities or any other of La Paloma's facilities. Modifications proposed by

Sunrise shall not be made prior to Sunrise's receipt of La Paloma's written approval, which

approval shall not be unreasonably withheld. La Paloma's approval or disapproval shall be

provided to Sunrise as soon as reasonably practicable but not later than ten (10) calendar days, at

which time La Paloma shall be deemed to have approved the modification(s) or replacement(s).

Upon notification of La Paloma's disapproval, Sunrise shall either modify its proposal so as to

ensure the reliability of and avoid adversely impacting the Joint Facilities or the La Paloma

Generating Project or refer the matter for technical dispute resolution pursuant to Sections 11.1

and 11.3 of this Agreement. Sunrise shall give La Paloma monthly progress reports on any

approved modifications. Sunrise shall provide La Paloma with sufficient project details and

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adequate advance written notice to allow La Paloma to properly evaluate the effect(s) of the

modifications on the interconnected operation of the Sunrise Generation Project and the Joint

Facilities and on any of La Paloma's facilities including but not limited to the La Paloma

Generating Project.

4.4: - ISO and PG&E Interconnection Requirements: Each Party shall be responsible for complying with any standards and requirements in its

respective Generator Special Facilities Agreement and Interconnection Agreement and any

agreement with the California ISO including, but not limited to, Participating Generator

Agreements and Meter Services Agreements. Should any such standards or requirements

conflict with any provision of this Agreement, the affected Party shall notify the other Party and

the Parties shall negotiate in good faith a mutually agreeable accommodation. If the Parties do

not reach agreement within thirty (30) calendar days of notification, the matter shall be referred

to technical dispute resolution under Sections 11.1 and 11.3 of this Agreement.

ARTICLE V - OWNERSHIP AND RESPONSIBILITY FOR COSTS

5.1 – Initial Ownership Shares: 5.1.1 - Initial Ownership Shares:

The Parties' Ownership Shares in the Joint Transmission Line and in the Joint Switchyard are as

set forth in Exhibit B to this Agreement. An Ownership Share represents an undivided interest in

the Joint Transmission Line or the Joint Switchyard, as applicable.

5.1.1.1 - Assignment of Undivided Interest. Except as specifically provided in

this Section 5.1.1.1, upon financial closing for the La Paloma Generating Project and its

Ownership Share of the Joint Facilities, each Party shall deliver to the other an assignment

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agreement assigning its respective undivided interests in rights-of-way easements as set forth in

Section 3.8.1 substantially in the forms attached hereto as Exhibit L. Except as specifically

provided in this Section 5.1.1.1, upon the In-Service Date, La Paloma shall deliver to Sunrise a

bill of sale for Sunrise's undivided interests in the Joint Facilities substantially in the form of

Exhibit K attached hereto, together with a partial release of La Paloma's lender's liens and a

partial reconveyance of La Paloma's title insurance with respect to such undivided interest,

substantially in the form of Exhibit N hereto. With respect to the land under the Joint

Switchyard, La Paloma's obligation under this Section 5.1.1.1 shall be limited to the assignment

to Sunrise of a non-exclusive irrevocable easement.

5.1.1.2 – CEC Permits. The conveyance of an undivided interest in the Joint

Facilities pursuant to Section 5.1.1.1 shall not include any right in or obligation under the permit

obtained by La Paloma from the CEC authorizing the construction and development of the La

Paloma Generating Project and the Joint Facilities (“La Paloma CEC Permit”). In the event that

Sunrise assumes the Construction Contract Manager Obligations as contemplated in Section

3.1.1 hereof, La Paloma shall designate Sunrise as its agent in the performance of La Paloma’s

obligations under the La Paloma CEC Permit as necessary to ensure the timely development,

construction or operation of the Joint Facilities under the Construction Contract until such time

as Sunrise releases the Construction Contract Manager Obligations pursuant to Section 3.1.1

hereof. In the event of withdrawal by La Paloma under Section 2.2 hereof or foreclosure of the

security interest provided pursuant to Section 4.1.3 hereof, La Paloma shall use all commercially

reasonable efforts to assist Sunrise in obtaining an amendment of the Sunrise CEC Permit, which

amendment shall ensure Sunrise’s right to the continued development, construction or operation


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5.1.2 - Effect of Capital Improvements on Ownership Share:

No Capital Improvement shall result in a modification of the Ownership Shares unless such

Capital Improvement causes an increase in capacity of the Joint Facilities of ten (10) percent or

more. If a Capital Improvement causes an increase in capacity of the Joint Facilities of ten (10)

percent or more, the Ownership Shares shall be recalculated prospectively effective upon the in-

service date of the capacity increase according to Exhibit B by attributing the increased capacity

to the Parties in proportion to their respective contribution to the cost of the Capital

Improvements.

5.2 - Design, Procurement and Construction Costs of the Joint Transmission Line: Except as otherwise stated herein, the Parties shall share the costs of the Joint Transmission Line

as set forth in Exhibit E to this Agreement in proportion to their respective Ownership Shares of

the Joint Transmission Line.

5.3 - Design, Procurement and Construction Costs of the Joint Switchyard: Except as otherwise stated herein, the Parties shall share the costs of the Joint Switchyard as set

forth in Exhibit E to this Agreement in proportion to their respective Ownership Shares of the

Joint Switchyard.

5.4 - Costs of Right-of-way Easements: The Parties shall each bear one-half of the costs incurred in acquiring right-of-way easements

pursuant to Section 3.8.2 of this Agreement, except for the costs of the Chevron Easements

which are addressed in separate agreements between the Parties. Within thirty (30) calendar

days after the execution of this Agreement, each Party shall deliver to the other Party an

accounting of that Party's costs incurred in acquiring right-of-way easements for the Joint

Transmission Line to and including the date of execution of this Agreement. Within thirty (30)

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calendar days after receipt of the accounting each Party shall remit to the other Party its

respective one-half share of the specified costs, or submit the matter to technical dispute

resolution pursuant to Sections 11.1 and 11.3 of this Agreement.

5.5 - Operating Costs of the Joint Transmission Line: The Parties shall share the costs of operation and maintenance of the Joint Transmission Line in

proportion to their respective Ownership Shares in the Joint Transmission Line and pursuant to

the Operating Agreement.

5.6 - Operating Costs of the Joint Switchyard:

The Parties shall share the costs of operation and maintenance of the Joint Switchyard in

proportion to their respective Ownership Shares in the Joint Switchyard and pursuant to the

Operating Agreement.

5.7 - PG&E Interconnection Costs: The Parties shall share the costs of the Non-Incremental Facilities in proportion to their

respective Ownership Shares of the Joint Transmission Line, as stated in Exhibit B to this

Agreement. The Parties shall share any credits, refunds or other compensation for the Non-

Incremental Facilities in proportion to their respective Ownership Shares of the Joint

Transmission Line, as stated in Exhibit B to this Agreement. Sunrise shall be responsible for the

costs of the Incremental Facilities.

5.8 - Development and Permitting Costs: Upon execution of this Agreement Sunrise shall pay La Paloma an amount equal to $3 million

multiplied by Sunrise's Ownership Share of the Joint Transmission Line as payment in full for

Sunrise's share of development and permitting costs of the Joint Facilities, as set forth in Exhibit

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E to this Agreement. For purposes of this Agreement, development and permitting costs include,

without limitation, the cost of compliance with Condition of Certification BIO-10 in La Paloma's

CEC Permit, attached as Exhibit F to this Agreement.

5.9 - Cost Responsibility for Capital Improvements: 5.9.1 - Capital Improvements That Do Not Increase Capacity By 10% or More:

Except for incremental costs incurred as a result of the upgrade of conductor size as specified in

Section 3.7.1, which costs shall be borne solely by Sunrise, the cost responsibility for a Capital

Improvement which does not increase the capacity of the Joint Facilities by ten (10) percent or

more shall be shared by the Parties in proportion to their respective Ownership Shares of the

Joint Transmission Line as stated in Exhibit B to this Agreement.

5.9.2 - Capital Improvements That Increase Capacity By 10% or More:

The cost responsibility for a Capital Improvement that increases the capacity of the Joint

Facilities by ten (10) percent or more and which is not otherwise required for reliable operation

of the Joint Facilities shall be borne by the Parties in proportion to their share of the capacity

increase pursuant to Section 5.1.2 of this Agreement.

5.9.3 - Capital Improvements Required To Add New Interconnections At Joint Switchyards:

The cost responsibility for a Capital Improvement that is required to add a new interconnection

at the Joint Switchyard, including without limitation connection of a second transmission circuit

for Sunrise, shall be borne solely by the Party requesting the interconnection.

5.9.4 - Right of Party Requesting To Proceed:

In the event that the Parties are unable to agree on their respective responsibilities for the costs of

a Capital Improvement, the Party requesting the Capital Improvement may elect to pay the full

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cost, with responsibility resolved, as necessary, pursuant to the technical dispute resolution

provisions of Sections 11.1 and 11.3 of this Agreement.

5.10 - Conveyance of Undivided Interests in Capital Improvements: Upon payment of the costs described in Section 5.9 hereof for a Capital Improvement paid for by

both Parties, the Party bearing contract responsibility for the construction of the Capital

Improvement shall deliver a bill of sale substantially in the form of Exhibit L hereof for the

undivided interest so purchased and any other documents reasonably required to record or

evidence such transfer.

ARTICLE VI - OPERATING REPRESENTATIVES

6.1 - Operating Representatives: Each Party shall appoint, or cause its designee to appoint, as a representative, a person

responsible for the daily operations for that Party ("Operating Representative"), and shall notify,

or cause its designee to notify, the other Party of such appointment. Each Party or its designee

may also appoint an alternate Operating Representative to act for it in the absence of the primary

Operating Representative, and may change such appointment(s) of primary or alternate

Operating Representative at any time by similar written notice. The Operating Representatives

shall meet at the request of either Party at a time and place agreed to by the Operating

Representatives to review the duties set forth herein or to discuss any other matters within the

scope of their authority. The Operating Representatives shall effect such duties as may be

conferred upon them by mutual agreement of La Paloma and Sunrise. Each Party shall cooperate

in providing to the Operating Representatives all information required in the performance of

their duties. All decisions and agreements made by the Operating Representatives shall be

evidenced in writing and shall be in accordance with this Agreement.

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ARTICLE VII - FORCE MAJEURE 7.1 - Force Majeure: In the event that either Party should be delayed in, or prevented from, performing or carrying out

any of the agreements, covenants and obligations made by and imposed upon said Party by this

Agreement, by reason of or through any cause beyond the reasonable control of the Party or its

contractors, suppliers, servants, agents and employees, including, but not limited to, strikes,

lockouts or other labor disputes or difficulties, riot, fire, flood, ice, invasion, civil war,

hurricanes, earthquakes, insurrection, military or usurped power, actions or inaction of any civil

or military authority including courts and governmental or administrative agencies, explosion,

act of God or public enemies, failure or malfunction of system facilities ("Force Majeure"), then,

in each such case or cases, the Party who is unable to perform shall not be liable to the other

Party for or on account of any loss, damage, injury or expense (including consequential

damages) resulting from or arising out of any such delay or prevention from performing;

provided, however, the Party suffering any such delay or prevention shall use all due and, in its

judgment, practicable diligence to remove the cause(s) thereof; and provided, further, neither

Party shall be required by the foregoing provisions to settle a strike, lockout or other labor

dispute affecting it except when, according to its own best judgment, such a settlement seems

advisable. Events of Force Majeure shall not excuse the Parties from their respective obligations

to make payment for any costs or charges payable pursuant to this Agreement.

ARTICLE VIII - DEFAULT 8.1 - Events of Default: A Party shall be in default of its obligations pursuant to this Agreement should any of the

following events or conditions arise or exist:

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a. A Party assigns or transfers this Agreement or any of its rights or obligations

hereunder other than as permitted by Section 12.7.

b. Failure by a Party to perform the Construction Contract Manager Obligations in

accordance with the terms of this Agreement.

c. Failure by a Party to perform its obligations under Sections 3.8.2 or 3.8.3 of this

Agreement.

d. Failure by a Party to pay any amounts due under this Agreement.

e. Failure by a Party to perform, after notice and a thirty (30) calendar day

opportunity to cure, in a material respect any of its other covenants or obligations under this

Agreement.

8.2 - Remedies: In the case of a default pursuant to Section 8.1(a) of this Agreement, the non-defaulting Party

may terminate this Agreement by written notice to the defaulting Party and purchase the

defaulting Party's rights and interests in the Joint Facilities in accordance with Section 2.2

hereof. In the case of a default pursuant to Section 8.1(b) or (e) hereof, the non-defaulting Party

may immediately exercise the Step-In Rights by written notice to the defaulting Party and

recover its costs and any actual, direct damages. In the case of a default pursuant to Section

8.1(c), the non-defaulting Party shall be entitled to specific performance and actual direct

damages. In the case of a default pursuant to Section 8.1(d), the defaulting Party's rights to use

the Joint Facilities shall be suspended until the default is cured; provided, that, except for a

failure to pay under Section 3.6.1, the exercise of this remedy shall be suspended if the Party

alleged to be in default for failure to make a payment (a) makes such payment into an interest

bearing escrow account and (b) submits such dispute to arbitration pursuant to Article XI hereof.

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ARTICLE IX - INDEMNITY 9.1 - Indemnification: Sunrise and La Paloma shall each indemnify and save the other harmless from any and all

claims, demands, costs, or expense for loss, damage or injury to persons or property caused by,

arising out of, or resulting from any act or omission by a Party or that Party's contractors,

suppliers, agents, servants and employees related to the performance of this Agreement or to the

design, construction, installation, use, operation or maintenance of the La Paloma Generating

Project, the Sunrise Generation Project, the Sunrise Switchyard or the Joint Facilities or the

negligence of a Party or negligence of that Party's contractors, suppliers, agents, servants and

employees.

ARTICLE X - LIMITATION OF LIABILITY; NON-RECOURSE

10.1 - Limitation of Liability: In no event shall either Party be liable (in contract or in tort, including negligence, or otherwise)

to the other Party or its contractors, suppliers, agents, servants and employees for indirect,

incidental or consequential damages resulting from a Party's performance, non-performance or

delay in performance under this Agreement.

10.2 - Non-Recourse: The obligations of a Party under this Agreement are the obligations of the Party only and no

recourse shall be available against any officer, director or member of a Party or any Affiliate of a

Party.

ARTICLE XI - DISPUTE RESOLUTION

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11.1 – Good Faith Negotiation: Within fifteen (15) calendar days of the identification of a dispute under this Agreement, each

Party shall nominate an officer to meet and negotiate in good faith to resolve the dispute.

11.2 – Arbitration: Should the Parties’ officers be unable to resolve a dispute within thirty (30) calendar days from

the date upon which their negotiations commence pursuant to Section 11.1, and the dispute is not

subject to Section 11.3, then either Party may demand to have the dispute settled by arbitration

before a panel of three (3) arbitrators. Notice of the demand for arbitration shall be delivered in

writing to the other Party. Within fifteen (15) calendar days of the demand for arbitration, each

Party shall choose one (1) arbitrator, who is not an employee or agent of the Party or of a parent,

Affiliate or subsidiary of the Party. The two (2) arbitrators will then agree upon a third arbitrator

within ten (10) calendar days of their appointment. If the two (2) arbitrators are unable to agree

upon a third arbitrator, then the appointment of the third arbitrator will be made by the American

Arbitration Association (AAA). The panel of three (3) arbitrators will hold a hearing, in

accordance with the Commercial Arbitration Rules of the AAA, within thirty (30) calendar days

of the third arbitrator's appointment. The panel will render a decision consistent with the Parties'

intent as evidenced by the terms and conditions of this Agreement within thirty (30) calendar

days of the hearing. Any award by the arbitrators shall be final and binding upon the Parties, and

the panel’s judgment is to be entered in any court having jurisdiction. Each Party shall bear the

costs of its appointed arbitrator and the costs of presenting its case to the panel, including the

Party's own fees for attorneys and witnesses, and the cost of the third arbitrator shall be shared

equally by the Parties.

11.3 - Technical Dispute Resolution:

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Any dispute arising under Sections 3.1.3, 3.6, 4.2.2, 4.3, 4.4, 5.4 or 5.9.4 of this Agreement shall,

instead of being submitted to arbitration in accordance with Section 11.2, be submitted to an

engineering firm unaffiliated with La Paloma or Sunrise which shall be selected by La Paloma

and Sunrise from the list in Exhibit O to this Agreement or, if La Paloma and Sunrise are unable

to agree on such selection, chosen by lot from such list, except that a dispute that concerns real

estate value or property rights shall be referred to an appraiser unaffiliated with either La Paloma

or Sunrise (in either case, the engineering firm or appraiser as applicable is hereinafter referred to

as the "Technical Expert"). Each Party may submit whatever data, documentation, records or

other information it may desire, and shall submit such data, documentation, records or other

information as the Technical Expert may require, and shall submit copies of the same to the other

Party. Each Party shall provide the Technical Expert with reasonable access to such of its

employees as the Technical Expert shall require, and may make such oral presentations to the

Technical Expert as it may wish; provided that, in both cases, the other Party is given reasonable

notice of and is allowed to participate in such communications. All submissions and

communications shall be completed within ten (10) calendar days of the selection of the

Technical Expert. The Technical Expert may appoint such consultants and advisors as the

Technical Expert determines appropriate in issuing its opinion. The Technical Expert shall

render a written determination within thirty (30) calendar days following the completion of the

submission period. The opinion of the Technical Expert shall be final, binding and

unappealable. Each of La Paloma and Sunrise shall bear the costs and expenses of all lawyers,

consultants, advisors, witnesses and employees retained by such Party in connection with any

dispute referred to the Technical Expert. The costs and expenses of the Technical Expert shall

be shared equally by La Paloma and Sunrise.

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ARTICLE XII - MISCELLANEOUS

12.1 - Applicable State Law: This Agreement and the rights, obligations and remedies hereunder shall be interpreted and

governed in all respects by the laws of the State of California. Should any provision of this

Agreement be determined to be illegal or in conflict with any law, the validity of the remaining

provisions shall not be impaired.

12.2 - Regulatory Amendments: Upon request of a Party, the Parties shall negotiate in good faith to amend this Agreement as may

be necessary in order to preserve a Party's status, as applicable, as an "exempt wholesale

generator" that is exempt from regulation under the Public Utility Holding Company Act of

1935, as amended, or as a "qualifying cogeneration facility" pursuant to the Public Utility

Regulatory Policies Act of 1978.

12.3 - Responsibility for Sunrise Facilities: In no event shall any La Paloma statement, representation or lack thereof, either express or

implied, relieve Sunrise of its exclusive responsibility for the Sunrise Transmission Line, the

Sunrise Switchyard and the Sunrise Generation Project. Without limiting the generality of the

foregoing, any La Paloma inspection, acceptance, approval or failure to inspect the Sunrise

Transmission Line, the Sunrise Switchyard or the Sunrise Generation Project shall not be

construed as confirming or endorsing its design or any operating and maintenance procedures,

nor as any warranty or guarantee, nor shall any such inspection, acceptance, approval or failure

to inspect affect Sunrise's liability to La Paloma for damages suffered by La Paloma or otherwise

recoverable by La Paloma.

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12.4 - Responsibility for La Paloma Facilities: In no event shall any Sunrise statement, representation or lack thereof, either express or implied,

relieve La Paloma of its exclusive responsibility for the La Paloma Generating Project. Without

limiting the generality of the foregoing, any Sunrise inspection, acceptance, approval or failure to

inspect the La Paloma Generating Project shall not be construed as confirming or endorsing its

design or any operating and maintenance procedures, nor as any warranty or guarantee, nor shall

any such inspection, acceptance, approval or failure to inspect affect La Paloma's liability to

Sunrise for damages suffered by Sunrise or otherwise recoverable by Sunrise.

12.5 - AFC: Notwithstanding any other provision of this Agreement, La Paloma shall have no duty or

obligation under this Agreement to amend, modify or change its AFC or the La Paloma CEC

Permit in any respect if La Paloma reasonably believes that such amendment, modification or

change would materially impair the schedule for construction of the La Paloma Generating

Project, the Joint Transmission Line or the Joint Switchyard. Sunrise shall file or cause to be

filed such amendments, modifications or changes to its pending AFC for the Sunrise Generation

Project as are necessary to reflect in the design, engineering, construction and installation of the

Sunrise Transmission Line, the Sunrise Switchyard and the Joint Facilities any incremental

impacts of the Joint Facilities as compared with the impacts identified in the La Paloma AFC, as

developed pursuant to and in accordance with this Agreement.

12.6 - Waivers: Any waiver at any time by either Party hereto of its rights with respect to the other Party, or with

respect to any matter arising in connection with this Agreement, shall not be considered a waiver

with respect to any subsequent default or matter.

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12.7 - Successors and Assigns: This Agreement shall inure to the benefit of, and shall be binding upon, the Parties hereto and

their respective successors and assigns. Neither this Agreement nor any of the rights or

obligations hereunder shall be assigned by any Party without the prior written consent of the

other Party, which consent(s) shall not be unreasonably withheld. Notwithstanding the

foregoing, either Party or its permitted assignee may assign, transfer, pledge or otherwise dispose

of this Agreement and its rights or interests hereunder to (1) any party acquiring such Party's

interest in the La Paloma Generating Project or the Sunrise Generation Project, as applicable;

(2) any Affiliate of such Party (other than a Participating Transmission Owner or any other

Person that owns or operates any transmission or distribution facilities for which there is a rate or

charge for, or in connection with, construction of or transmission or distribution of electricity by,

such facilities in effect under any state or federal law); or (3) a trustee or lender(s) for the

purpose of financing or refinancing all or part of its respective generation project or its respective

Ownership Share or other interest in the Joint Facilities. It shall not be unreasonable for a Party

to withhold consent to an assignment of this Agreement or any rights or obligations hereunder:

(1) to a Participating Transmission Owner or to any other person that owns or operates any

transmission or distribution facilities for which there is a rate or charge for, or in connection

with, construction of or transmission or distribution of electricity by, such facilities in effect

under any state or Federal law; or (2) with respect to a sale, assignment or transfer within the

meaning of Section 3.12.4, until the conditions set forth in Section 3.12.4 have been satisfied.

12.8 - Effect of Section Headings:

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Article and Section headings appearing in this Agreement are inserted for convenience of

reference only and shall in no way be construed to be interpretations of the text of this

Agreement.

12.9 - Attachments: As used throughout this Agreement, the term "Agreement" shall include any and all attachments

and exhibits hereto, as such attachments and exhibits may be amended from time to time.

12.10 - Relationship of the Parties: It is the express intention of the Parties that nothing contained in this Agreement shall be

construed to create an association, trust, joint venture, limited partnership or partnership for any

purpose, including for federal income tax purposes, and that this Agreement shall not be

construed to suggest otherwise. Furthermore, nothing contained in this Agreement shall be

construed to impose a trust or partnership duty, obligation, or liability on or with regard to either

Party, and neither Party shall be authorized to act as an agent of the other Party except as

specifically provided in this Agreement. If, however, the arrangement is deemed to be a

partnership for federal income tax purposes, the Parties intend that it be a partnership to which

the provisions of Subchapter K of the Internal Revenue Code are not applicable beginning with

the first year of the organization, as set forth in section 1.761-2(b)(2)(ii) of the Treasury

Regulations.

12.11 - No Dedication of any System: Any undertaking by either Party to the other Party under any provision(s) of this Agreement shall

not constitute the dedication of the facilities, or any portion thereof, of either Party to the public

or to the other Party, and it is understood and agreed that any such undertaking by either of the

Parties shall cease upon termination of this Agreement.

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12.12 – No Warranties or Guarantees: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES

ANY WARRANTIES OR GUARANTEES TO THE OTHER, EITHER EXPRESS OR

IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, AND

BOTH PARTIES DISCLAIM AND WAIVE ANY IMPLIED WARRANTIES OR

WARRANTIES IMPOSED BY LAW INCLUDING MERCHANTABILITY OR FITNESS

FOR A PARTICULAR PURPOSE.

12.13 - Notices: Any notice contemplated by this Agreement shall be made in writing and shall be delivered

either in person, by prepaid telegram, by telex or facsimile transmission, by deposit in the United

States mail, first class, postage prepaid, or by prepaid overnight courier, as specified below:

In the case of La Paloma:

La Paloma Generating Company, LLC 7500 Old Georgetown Road Bethesda, Maryland 20814 Attention: General Counsel

In the case of Sunrise:

Sunrise Cogeneration and Power Company P. O. Box 81617 Bakersfield, CA 93380 Attention: Gordon Thomson and Sunrise Cogeneration and Power Company SW China Grade Loop Bakersfield, CA 93308-9700 Attention: Gordon Thomson

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or to such other person(s) as may be designated by La Paloma or Sunrise. Any Party's

designation of the person(s) to be notified or the address(es) of such person(s) may be changed

by such Party at any time, or from time to time, by similar notice.

12.14 - Counterpart Execution: This Agreement may be executed in counterparts, each of which shall be deemed an original, but

all of which shall constitute one and the same agreement.

12.15 - Complete Agreement: This Agreement embodies the entire agreement and understanding between the Parties and

supersedes all prior agreements and understandings relating to the subject matter hereof; further,

except as expressly set forth in this Agreement, neither Party shall have any obligation or

liability to the other Party. This Agreement shall not be amended or modified, and no waiver of

any provision hereof shall be effective, unless set forth in a written instrument executed by the

Parties.

IN WITNESS WHEREOF, the Parties have executed this Joint Interconnection

Facilities Agreement through their duly authorized officers as of the date set forth in the

preamble to this Agreement.

LA PALOMA GENERATING COMPANY, LLC By:___________________________________________ Name:_________________________________________ Title:__________________________________________ SUNRISE COGENERATION AND POWER COMPANY

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By:____________________________________________ Name:__________________________________________ Title:___________________________________________

Exhibit A - Interconnection Points

Figure 1. One Line Ownership Figure.

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Figure 2. Ownership Physical Cut Figure

Exhibit B - Ownership Shares

Ownership Shares of Joint Transmission Line

The La Paloma Ownership Share is calculated as follows:

1040 MW / (324 MW + 1040 MW) = 76.25%% The Sunrise Ownership Share is calculated as follows:

324 MW / (324 MW + 1040 MW) = 23.75%

Ownership Shares of Joint Switchyard

The La Paloma Ownership Share will be:

40.0% plus 30.5 %, as shown below, = 70.5% The Sunrise Ownership Share will be:

20.0% plus 9.5%, as shown below, = 29.5%

La Paloma Sunrise Share% Share% La Paloma's two (2) dedicated positions 40% Sunrise's one (1) dedicated position 20% Joint Transmission Line's 30.5% 9.5% two (2) positions (= 40% x 76.25%) (= 40% x 23.75%) TOTAL 70.5% 29.5%

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Exhibit C – Methodology for Calculation of Transmission Losses and Metering This Exhibit C discusses metering issues that are subject to review and approval by the California Independent System Operator (CAISO). It is intended that this Exhibit will be transmitted, in its entirety, to CAISO for review and approval, and that any agreements made based on the contents hereof are subject to change pending final approval by the CAISO. The interchange point (Takeout Point) between the ISO-Controlled Grid and the "metered entity" is that point at which power is exchanged between the ISO-Controlled Grid and the Supplier. The Joint switchyard and the Joint Transmission Line are wholly owned by the two Parties. With this in mind, the "Takeout Point" is hereby defined as the 230kV bus at PG&E's Midway Substation. Joint ownership of the Joint Transmission Line begins at the line termination points within Midway Substation. Contracts and Settlement with CAISO are based upon the Net Power exchanged at the defined Takeout Point. The metering systems to be employed by La Paloma and Sunrise must accurately account for each Party delivered and received power at the Takeout Point, with appropriate allocation of line losses performed automatically. A metering system capable of this requirement is shown in Figures C1 and C2. Meters 1a and 1b measure the total energy delivered to the Joint Transmission Line. Each meter then sends the net calculated power to the other meter by way of KYZ pulse data, where it is totalized. Each meter then contains the total energy delivered to the Joint Transmission Line. This is the combined net of La Paloma and Sunrise, and includes both generation and load of the two Parties. One meter (1a) is the preferred totalizing meter, the other (1b) is a backup. La Paloma will meter its units individually. These meters are shown as 2b - 2e on figure C1. They will measure net unit output. From these metered quantities, a programmable logic controller (PLC) will calculate the energy delivered to Midway by La Paloma and the energy delivered by Sunrise. To perform these calculations in conformance with Section 3.7.2 of the Agreement, the PLC will use the following additional inputs: • Transmission line status (one or two lines in service) • Incremental La Paloma output due to steam injection, from La Paloma's digital control

system (DCS). The DCS measurements shall be confirmed at least once a year to be accurately representing these values, by comparison to other calibrated meters, special tests, reproducible calculations or other means as may be mutually established by the Parties in accordance with the Operating Agreement.

This assumes that settlement for La Paloma is performed as total plant output. The use of the PLC (2a) as a single totalizing meter that is certified by the California ISO is shown in Figure C1. PLC 2a records the total plant output adjusted for losses, which are based on inputs that reflect the state of each transmission circuit to Midway. The values recorded by PLC 2a reflect total energy delivered by La Paloma to Midway, and are communicated to CAISO. If settlement

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is instead performed unit by unit, then additional meters and/or a programmable logic controller (PLC) will be required to properly allocate line losses to the appropriate unit. Sunrise shall be responsible for the incremental line losses due to their participation in the Joint Transmission Line. Since line loses vary as the square to the current in the line, the Sunrise share of the total line losses is not directly proportional to the ratio of watts on the line. Based on the terms of this Agreement, the net power delivered by Sunrise to the interchange point at Midway Substation is the quantity recorded by meter la (or meter 1b) minus the combined, line compensated value calculated by PLC 2a. PLC 3b at the Sunrise Switchyard, shown on Figure C2, receives pulses from meter 1a (or meter 1b) over a fiber-optic shield wire channel to the Sunrise Switchyard that represents the total energy delivered to the ISO-Controlled Grid by the combined entities. It also receives pulses from PLC 2a that represent the total energy received from meter 1a and subtracts the total received from PLC 2a and reports the resultant net value to the CAISO as a net energy delivered (or received) by Sunrise to the Take out Point at Midway Substation.

Exhibit D – Schedule and Milestones Joint Facilities Schedule: Execution of EPC Contract November 9, 1999 Notice to Proceed November 9, 1999 In-Service Date October 1, 2000

Exhibit E - Joint Facilities Cost Budget

Joint Facilities

Budget ($000)

Contingency ($000)

Total ($000)

Remarks

Joint Transmission Line $ 15,102 $ 1,510 $16,613* Based on Union Power bid with pro-rata allocation of mobilization costs.

Joint Switchyard 4,178 418 4,596 Based on Union Power bid with pro-rata allocation of mobilization costs.

Rights of Way Easements 1,394 - 1,394 Assumes $0 for Chevron easements since La Paloma and Sunrise each purchased separately.

PG&E Interconnection 5,820 582 6,402 Budget based on PG&E's final La Paloma Detailed Facilities Study, but excludes CIAC tax gross-up.

Development and Permitting 3,000 - 3,000

TOTAL $ 29,495 $ 2,510 $32,005

* The budget for the Joint Transmission Line with Falcon conductors is $13,115,000, the contingency $1,312,000, and the total $14,427,000.

Exhibit F -California Energy Commission Condition of Certification BIO-10 for LPG Generation Project.

To compensate for temporary and permanent impacts to sensitive wildlife habitat, the project owner will purchase no less than 246.5-acres of suitable compensation habitat. Title for compensation habitat will be transferred to the Center for Natural Lands Management (CNLM) to be managed as part of the Lokern Preserve. The project owner will also provide a CNLM approved endowment, including land purchase administrative costs and habitat enhancement funds, to CNLM to ensure the perpetual management of the compensation habitat.

Exhibit G

[Intentionally left blank]

Exhibit H - Form of Monthly Status Report Reporting Period – November 1999 – December 1999 OVERVIEW This section would have general information giving a brief management overview status of the project. FINANCIAL This section would have a narrative of the budget with reconciliation of items that are more than $5,000 or 5% over or under budget. An attachment of the Excel spread sheet with full reconciliation would be attached to this report. ENGINEERING / CONSTRUCTION This is a narrative of the progress of the engineering and construction activities. Any unusual details and explanations of deviations from the attached Microsoft Project schedule are reconciled here. The construction contractor completes much of this section. ENVIRONMENTAL This is input from the environmental contractor with comments, as appropriate, from the Project Superintendent. Items Requiring Management Action / Attention during next Reporting Period. This is where items that are potential project hindrances or problems that need higher level attention are presented.

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Summary Statement for Services Rendered in XXX, by the U.S. Operating Services Company in

Support of the La Paloma - Sunrise Joint Interconnection Facility

Current Month

Year-To-Date

Pct. of Pct. of Actual F/(U) Budget Budget Actual Actual Budget Budget to Budget

Variable Operating Expenses

$0.00 100% $0.00 Total Variable Operating

Expenses $0.00 100% $0.00 $0.00

Fixed Operating Expenses Fixed O & M Expenses: Direct Labor Straight Time Overtime Temporary Sales Tax on Maintenance Total Fixed O & M

Expenses

$0.00 Total Fixed Operating

Expenses $0.00 100% $0.00 $0.00

$0.00 TOTAL O & M

EXPENSES $0.00 100% $0.00 $0.00

========= ========== ==== ========== ========= Variance Report Explanations Statement of Operations and

Maintenance

For the Period Ending:

XXX

Explanation xxx xxx xxx

Exhibit I

[Intentionally blank]

Exhibit J - Form of Operating Agreement

Exhibit K - Form of Bill of Sale

FOR VALUE RECEIVED, LA PALOMA GENERATING COMPANY, LLC, a limited liability company established pursuant to the laws of Delaware ("Seller") does hereby grant, bargain, convey, sell, assign and transfer to SUNRISE COGENERATION AND POWER COMPANY, a Delaware corporation ("Buyer"), subject to no security interests, liens or encumbrances except [ ] an undivided ______ percent (__%) interest in the [define assets]. The assets conveyed pursuant to this Bill of Sale are hereinafter collectively referred to as the "Personal Property-Assets." THE UNDIVIDED ______ PERCENT (__%) INTEREST IN THE PERSONAL PROPERTY ASSETS IS SOLD IN AN "AS IS" AND "WHERE IS" CONDITION, AND SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE KIND, SIZE, QUALITY, DESCRIPTION, MERCHANTABILITY OR CONDITION OF THE PERSONAL PROPERTY ASSETS OR THE FITNESS THEREOF FOR ANY PARTICULAR PRUPOSE, NOR ANY OTHER WARRANTY WITH REPSECT THERETO. So long as the Personal Property Assets or any part thereof as originally constructed, reconstructed or added to are used or useful for the transmission of electric power and energy, or to the end of the period permitted by applicable law, whichever first occurs, Buyer and Seller waive the right to partition whether by partitionment in kind or sale and division of the proceeds thereof and agree that they will not resort to any action at law or in equity to partition, and further waive the benefit of all laws that may now or hereafter authorize such partition of the properties comprising the Personal Property Assets. This non-partition provision shall be binding on the successors and assigns of La Paloma and Sunrise. Nothing contained in this Bill of Sale shall be deemed to limit the provisions of Section ___ of the _________________ Agreement regarding, among other things, the survival of representations, warranties, covenants, and indemnities. DATED as of _________, 2000. SELLER: LA PALOMA GENERATING COMPANY LLC, a limited liability company established pursuant to the laws of Delaware By: ___________________________________________ Title: ___________________________________________

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EXHIBIT A

LEGAL DESCRIPTION

Exhibit L -- Assignment Agreement

RECORDING REQUESTED BY, AND WHEN RECORDED, RETURN TO: Property Management Department [Address] UNTIL A CHANGE OF ADDRESS IS REQUESTED, SEND ALL TAX STATEMENTS TO: Property Tax Department [Address] ______________________________________________________________________________

ASSIGNMENT AGREEMENT

LA PALOMA GENERATING COMPANY, LLC, a limited liability company established pursuant to the laws of Delaware ("Grantor"), assigns to SUNRISE COGENERATION AND POWER COMPANY, a Delaware corporation ("Grantee"), an undivided _____ percent (__%) interest in the easement in ___________, California described in Exhibit A attached hereto (the "Easement"), free of encumbrances created or suffered by Grantor except as specifically set forth in Exhibit B attached hereto. The true consideration paid for this assignment is $_______________. So long as the Easement, or any part thereof as originally constructed, reconstructed or added to is used or useful for the transmission of electric power and energy, or to the end of the period permitted by applicable law, whichever first occurs, Grantor and Grantee waive the right to partition whether by partitionment in kind or sale and division of the proceeds thereof and agree that they will not resort to any action at law or in equity to partition, and further waive the benefit of all laws that may now or hereafter authorize such partition of the properties comprising the Easement. Nothing contained in this Assignment Agreement shall be deemed to limit the provisions of Section ___ of that certain ________________ Agreement between Grantor and Grantee dated as of _____________, 2000, regarding, among other things, the survival of representations, warranties, covenants and indemnities. Dated this ____ day of ___________, 2000. GRANTOR: LA PALOMA GENERATING COMPANY, LLC, a limited liability company established pursuant to the laws of Delaware

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By: ___________________________________________ Title: ___________________________________________ STATE OF ____________ County of ______________ The foregoing instrument was acknowledged before me this ____ day of __________, 2000, by ______________, who is the ___________ of LA PALOMA GENERATING COMPANY, LLC, a limited liability company established pursuant to the laws of Delaware, on behalf of such limited liability company. _________________________________ NOTARY PUBLIC FOR ________________ My Commission Expires: ________________

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EXHIBIT A

LEGAL DESCRIPTION

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EXHIBIT B

Permitted Encumbrances

Exhibit M -- Memorandum of Joint Interconnection Facilities Agreement and Joint

Facilities Operating Agreement (collectively, "Agreements")

RECORDING REQUESTED BY, AND WHEN RECORDED, RETURN TO: _____________________________ [Address] [Attention] ______________________________________________________________________________

MEMORANDUM OF AGREEMENTS

THIS MEMORANDUM OF AGREEMENTS (this "Memorandum") is made as of ______________, 2000, by and between LA PALOMA GENERATING COMPANY, LLC, a limited liability company established pursuant to the laws of Delaware ("La Paloma"), and SUNRISE COGENERATION AND POWER COMPANY, a Delaware corporation ("Sunrise"). La Paloma and Sunrise are parties to that certain Joint Interconnection Facilities Agreement dated as of _____________, 2000, and that certain Joint Facilities Operating Agreement dated as of _______________, 2000, as amended from time to time (collectively, the "Agreements"). The Agreements affect the Property located in ____________, California more particularly described on Exhibit A attached hereto. This Memorandum is for informational purposes only and nothing contained herein shall be deemed to in any way modify or otherwise affect any of the terms and conditions of the Agreements, the terms of which are incorporated herein by reference. This instrument is merely a memorandum of the Agreements and is subject to all of the terms, provisions and conditions of the Agreements. In the event of any inconsistency between the terms of the Agreements and this instrument, the terms of the Agreements shall prevail. The rights and obligations set forth in the Agreements shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. IN WITNESS WHEREOF, the parties have executed this Memorandum as of the day and year first above written. LA PALOMA: LA PALOMA GENERATING COMPANY, LLC, a limited liability company established pursuant to the laws of Delaware

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By: ___________________________________________ Title: ___________________________________________ SUNRISE: SUNRISE COGENERATION AND POWER COMPANY, a corporation established pursuant to the laws of Delaware By: ___________________________________________ Title: ___________________________________________ STATE OF ____________ County of ______________ The foregoing instrument was acknowledged before me this ____ day of __________, 2000 by ______________, who is the ___________ of LA PALOMA GENERATING COMPANY, LLC, a limited liability corporation established pursuant to the laws of Delaware, on behalf of such limited liability company. _________________________________ NOTARY PUBLIC FOR ________________ My Commission Expires: ________________ STATE OF ____________ County of ______________ The foregoing instrument was acknowledged before me this ____ day of __________, 2000, by ______________, who is the ___________ of SUNRISE COGENERATION AND POWER COMPANY, a corporation established pursuant to the laws of Delaware, on behalf of such corporation. _________________________________ NOTARY PUBLIC FOR ________________ My Commission Expires: ________________

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EXHIBIT A

LEGAL DESCRIPTION

Exhibit N -- REQUEST FOR PARTIAL RECONVEYANCE

To: ______________________, Trustee Reference is made to that certain trust deed dated ______________,____, executed by La Paloma Generating Company, LLC, a Delaware limited liability company, in favor of ________________ for the benefit of Sunrise Cogeneration and Power Company, a Delaware corporation, and recorded on _____________ at ____________ in the Official Records of __________, ___________ (the "Trust Deed"). You hereby are requested and directed to execute the Partial Release and Reconveyance in the Official Records of ___________, ____________. LA PALOMA GENERATING COMPANY, LLC a Delaware limited liability company By: ______________________________________ Title: ______________________________________ Date: ______________________________________ We certify this instrument to be a true Copy ________ recorded __________, Reel ________, page _______, Fee ____________, Records of ___________ County, ____________ [title company name] By: _____________________________________

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EXHIBIT A

RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: [Name] [Address] [Attn:] ______________________________________________________________________________

PARTIAL RELEASE AND RECONVEYANCE

This Partial Release and Reconveyance (this "Partial Release") is executed as of this _____________, 2000 by _________________________ ("Trustee") as trustee under that certain [Trust Deed], Assignment of Leases and Rents, Security Agreement and Fixture Filing dated ___________, 2000 executed by La Paloma Generating Company, LLC, a limited liability company established pursuant to the laws of Delaware ("La Paloma") for the benefit of Sunrise Cogeneration and Power Company, a Delaware corporation, and recorded in the Official Records of ________ County, _________ on ______________ at _________________. The Trust Deed encumbers all of La Paloma's right, title and interest in and to all rents, revenues, income, issues and profits (the "Income") from the [property] encumbered by the Trust Deed. Concurrently herewith, La Paloma is conveying to Sunrise an undivided _______ percent (__%) interest in the [property]. In connection therewith, upon conveyance to Sunrise an undivided ________ percent (__%) interest in the [Assets], Trustee hereby RELEASES FROM AND ACKNOWLEDGES THAT the lien of the Trust Deed no longer secures La Paloma's obligations under the Agreement [to the extent of the undivided interest stated herein]. [title company name] By: ______________________________________ Title: ______________________________________ STATE OF ___________ COUNTY OF _________________

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I certify that I know or have satisfactory evidence that ________________ is the person

who appeared before me, and said person acknowledged that _________ signed this instrument,

on oath stated that __________ was authorized to execute the instrument and acknowledged it as

_____________________ of ____________________ to be the free and voluntary act of such

part for the uses and purposes mentioned in the instrument.

DATED:_________________ _________________________________ Notary Public My appointment expires ______________

Exhibit O - Technical Expert Firms

Walt Womack Vice President T&D Division Burns & McDonnell Engineering Co. 9400 Ward Parkway Kansas City, MO 64114 (816) 822-3056 Gary Kunick Power Engineers, Inc. 3940 Glenbrook Drive Hailey, ID 83333 (208) 378-6302 Tom Murray T&D Director Sargent & Lundy 55 E. Monroe St. Chicago, IL 60603 (312) 269-7671 Mr. Al Teixeira A.G.T. Appraisal Co. 400 Truxtun Avenue Bakersfield, CA 93301 (661) 323-6426 Mr. F. Ming Alliance Appraisal 5001 East Commercenter Drive Bakersfield, CA 93309 (661) 631-0391 Mr. Ed Curtis E.S. Curtis and Associates 5401 Business Park South Bakersfield, CA 93309 (661) 325-8845

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