Washington, DC 20426 Dear Ms. Bose...Central Hudson Gas & Electric Corp., et al., 60 FERC 61,106...

P.O. Box 800 2244 Walnut Grove Ave. Rosemead, CA 91770

James A. Cuillier Director FERC Rates & Regulation

June 16, 2016

Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission 888 First Street, N.E. Washington, DC 20426

Dear Ms. Bose:

Pursuant to Section 35.13 of the Federal Energy Regulatory Commission’s

(“Commission” or “FERC”) regulations under the Federal Power Act (18 C.F.R. § 35.13),

Southern California Edison Company (“SCE”) tenders for filing changes to the facilities

charges under the following service agreements (“Agreements”) pursuant to SCE’s

Wholesale Distribution Access Tariff (“WDAT”), FERC Electric Tariff, Volume No. 5:

Customer Service Agreement No. Agreement

AES Placerita, Inc. 19 Service Agreement for Wholesale Distribution Service

AES Placerita, Inc. 120 Interconnection Facilities Agreement

Alta Mesa Power Partners, LLC 28

Service Agreement for Wholesale Distribution Service

Alta Mesa Power Partners, LLC 29 Interconnection Facilities Agreement

California Portland Cement Company 36 Interconnection Facilities Agreement

California Portland Cement Company 37


Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission Page 2 June 16, 2016


City of Colton 38 Service Agreement for Wholesale Distribution Service

City of Colton 43 Interconnection Facilities Agreement

City of Industry 49 Interconnection Facilities Agreement

City of Moreno Valley 114 Interconnection Facilities Agreement

City of Moreno Valley 115 Service Agreement for Wholesale Distribution Service

County Sanitation District No. 2 Los Angeles County

39 Interconnection Facilities Agreement

County Sanitation District No. 2 of Los Angeles County

40 Service Agreement for Wholesale Distribution Service

Covanta Delano, Inc. 122 Interconnection Facilities Agreement

Delano Energy Company, Inc. 20


Gas Recovery Systems, Inc. 23


Gas Recovery Systems, Inc. 118 Interconnection Facilities Agreement

NM Mid Valley Genco LLC 73 Interconnection Facilities Agreement

NM Mid Valley Gencro LLC 74


NM Milliken Genco LLC 75 Interconnection Facilities Agreement

Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission Page 3 June 16, 2016


NM Milliken Genco LLC 76


Ridgewood Olinda, LLC 44 Interconnection Facilities Agreement

Ridgewood Olinda, LLC 45


Riverside County Waste Management Department Badlands Landfill

24 Service Agreement for Wholesale Distribution Service

Riverside County Waste Management Department Badlands Landfill

26 Interconnection Facilities Agreement

Whitewater Hill Wind Partners, LLC 52


Whitewater Hill Wind Partners, LLC 53 Interconnection Facilities Agreement

WM Energy Solutions, Inc. 83 Interconnection Facilities Agreement

WM Energy Solutions, Inc. 84


WM Energy Solutions, Inc. 91


WM Energy Solutions, Inc. 92 Interconnection Facilities Agreement

The documents submitted with this filing consist of this letter of transmittal and

all attachments hereto, and the amended Agreements in both clean and redlined formats.

Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission Page 4 June 16, 2016 Background

The Agreements provide for a monthly charge to recover the revenue requirement

for the ownership, operation, maintenance costs, and other on-going costs for the added

facilities necessary to interconnect the customer to SCE’s system. The added facilities

charges are based on the rate most recently adopted by the California Public Utilities

Commission (“CPUC”) for application to SCE’s retail electric customers for added

facilities. Pursuant to CPUC Decision 15-11-021, dated November 12, 2015, in

Application 13-11-003, the monthly rates for added facilities applicable to retail

customers were decreased, in all cases but one, for services rendered on and after January

1, 2016 as set forth in the following table:

Added Facilities Rate Description Present Rate Revised Rate

SCE-Financed without replacement 1.25% 1.25%

SCE-Financed with 20 year replacement 1.29% 1.28%

SCE-Financed with replacement into perpetuity 1.53% 1.42%

Customer-Financed without replacement 0.39% 0.38%

Customer-Financed with 20 year replacement 0.43% 0.40%

Customer-Financed with replacement into perpetuity 0.61% 0.55%

The Commission accepted the revised rates in a letter order in Docket No. ER16-

779, dated March 8, 2016.

In this filing, SCE is amending the Agreements to remove the rate levels from the

Agreements and the specific distribution loss factor percentage from the Agreements, to

be replaced with a reference to the applicable rate(s) set forth in Attachment J of the

WDAT and the applicable distribution loss factors set forth in Section 13.9 of the WDAT.

This is being done in order to simplify the administration of these Agreements, by

Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission Page 5 June 16, 2016 eliminating the need to modify these Agreements each time new rates and/or new

distribution loss factors are authorized to become effective.

Attachment A to this filing letter is a table comparing revenues calculated using

the currently-effective added facilities rate and the revised added facilities rate for each of

the Agreements.

In addition to the revised changes mentioned above, the service agreements listed

below reflect changes to SCE’s pro forma WDAT, Attachment A, Form of Service

Agreement for Wholesale Distribution Service, which the Commission approved in a

decision dated September 8, 20101.

Service Agreement No.

Service Agreement No. 19










1 See Docket Nos. ER10-1356 (2010) and ER97-2355-008, et al. (2003).

Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission Page 6 June 16, 2016 eTariff Filing Changes

As a result of converting from the paper, sheet-based document to a whole

document format in the eTariff submission process, SCE made certain formatting changes

to the following service agreements:

Service Agreement No.

















The table below describes the changes made.

Item Description of Change

1 Order No. 614 headers and footers have been removed from all pages of the

Agreements.

2 The requirements on page 7 of the Implementation Guide have been added to

Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission Page 7 June 16, 2016 Item Description of Change

the title pages.

3 Page numbers in the Table of Contents for those Agreements that have a table

of contents have been updated.

Waiver

SCE respectfully requests, pursuant to Section 35.11 (18 C.F.R. §35.11) of the

Commission’s Regulations, waiver of the 60-day prior notice requirement specified in

Section 35.3 and requests the Commission to assign an effective date of January 1, 2016

to the rate change for each of the Agreements, the date that such rates were made

effective. Such waiver would be consistent with the Commission’s policy set forth in

Central Hudson Gas & Electric Corp., et al., 60 FERC 61,106 reh’g denied, 61 FERC

61,089 (1992), that waiver of the 60-day prior notice requirement generally will be

appropriate when the filing reduces rates and charges as well as when the rate change and

its effective date are prescribed by an agreement on file with the Commission. The

granting of this waiver will not have any impact on SCE’s other rate schedules.

Other Filing Requirements

No expenses or costs included in the rates tendered herein have been alleged or

judged in any administrative or judicial proceeding to be illegal, duplicative, or

unnecessary costs that are demonstrably the product of discriminatory employment

practices.

SCE believes that the data contained in this letter provide sufficient information

upon which to accept this filing; however, to the extent necessary, SCE requests that the

Commission waive its filing requirements contained in Sections 35.5 and 35.13 (18

C.F.R. § 35.5 and 35.13) of the Commission’s regulations.

FEDERAL ENERGY REGULATORY COMMISSION

Mailing List

Service Agreement

No.

NAME ADDRESS

Public Utilities Commission Arocles Aguilar, General Counsel State of California Legal Division [email protected]

State Building 505 Van Ness Avenue San Francisco, California 94102

19, 120

AES Placerita, Inc. CES Placerita, Inc. Larry Trowsdale [email protected]

20885 Placerita Canyon Road Newhall, California 91321

28, 29

Alta Mesa Power Partners, LLC Daniel B. Jones [email protected]

150 East Fourth Street, Suite 500 Cincinnati, Ohio 45202

36, 37

California Portland Cement Company CA Portland Cement Bruce Shafer [email protected]

9350 Oak Creek Road Mojave, California 93501

38, 43

City of Colton James Earhart [email protected]

150 S. 10th Street Colton, California 92324

49

City of Industry Richard Mrlik [email protected]

2184 Sutter St, #211 San Francisco, California 94115

114, 115

City of Moreno Valley Jeannette Olko [email protected]

14331 Frederick St. Moreno Valley California 92553

39, 40

County Sanitation District No. 2 of Los Angeles County Matt Eaton, Division Engineer [email protected]

1955 Workman Mill Road Whittier, CA 90607

122, 20

Covanta Delano, Inc. Tom Story [email protected]

31500 Pond Road P.O. Box 550 Delano, California 93216

23, 118

Gas Recovery Systems, Inc. Anthony Falbo Fortistar [email protected]

5087 Junction Road Lockport, New York 14094

73, 74, 75, 76

NM Mid Valley Genco LLC NM Milliken Genco LLC Anthony Falbo Fortistar

5087 Junction Road Lockport NY, 14094 [email protected]

44, 45

Ridgewood Olinda, LLC Mike Pankratz [email protected]

1935 Valencia Avenue Brea, California 92823

24, 26

Riverside County Waste Management Department Badlands Landfill Mark Hunt [email protected]

14310 Frederick St. Moreno Valley CA, 92553

52, 53

Whitewater Hill Wind Partners, LLC Omar Sharief [email protected]

Two Shell Plaza, Suite 21100-D 777 Walker St. Houston, Texas 77002

83, 84, 91, 92

WM Energy Solutions, Inc. Clayton Simpson [email protected]

1001 Fannin, Suite 4000 Houston, California 77002

ATTACHMENT A

ESTIMATE OF ANNUAL REVENUES(Capitalized Cost of Facilities X Facilities Rate = Facilities Charge)

Monthly Increase/Decrease

Service Agmt. No.Vol. No. 5 Customer Cust. Financed SCE Financed Cust. Financed SCE Financed Cust. Financed SCE Financed Cust. Financed SCE Financed

26 Riverside County Waste Management Capitalized Cost of Facilities $149,911.40 $149,911.40Department Badlands Landfill Rate 0.39% 0.38%

Facilities Charge 584.65$ 569.66$ (14.99)$ (179.89)$

29 Alta Mesa Power Partners, LLC Capitalized Cost of Facilities $411,632.28 $105,458.00 $411,632.28 $105,458.00Rate 0.61% 1/ 1.25% 0.55% 1/ 1.25%Facilities Charge 2,510.96$ 1,318.23$ 2,263.98$ 1,318.23$ (246.98)$ $0.00 (2,963.75)$ $0.00

36 California Portland Cement Company Capitalized Cost of Facilities $47,909.22 $326,724.72 $47,909.22 $326,724.72Rate 0.39% 1.25% 0.38% 1.25%Facilities Charge 186.85$ 4,084.06$ 182.06$ 4,084.06$ (4.79)$ $0.00 (57.49)$ $0.00

39 County Sanitation District No. 2 Capitalized Cost of Facilities $964,699.42 $964,699.42Los Angeles County Rate 0.39% 0.38%

Facilities Charge 3,762.33$ 3,665.86$ (96.47)$ (1,157.64)$

43 City of Colton Capitalized Cost of Facilities $78,189.31 $78,189.31Rate 0.39% 0.38%Facilities Charge 304.94$ 297.12$ (7.82)$ (93.83)$

44 Ridgewood Olinda, LLC Capitalized Cost of Facilities $201,083.02 $201,083.02Rate 0.61% 1/ 0.55% 1/Facilities Charge 1,226.61$ 1,105.96$ (120.65)$ (1,447.80)$

49 City of Industry Capitalized Cost of Facilities $350,765.37 $350,765.37Rate 0.39% 0.38%Facilities Charge 1,367.98$ 1,332.91$ (35.08)$ (420.92)$

Capitalized Cost of Facilities $454,538.92 $454,538.92Rate 0.39% 0.38%Facilities Charge 1,772.70$ 1,727.25$ (45.45)$ (545.45)$

53 Whitewater Hill Wind Partners, LLCCapitalized Cost of Facilities $710,301.50 $710,301.50Rate 0.61% 1/ 0.55% 1/Facilities Charge 4,332.84$ 3,906.66$ (426.18)$ (5,114.17)$

73 NM Mid Valley Genco LLC Capitalized Cost of Facilities $24,107.32 $24,107.32Rate 0.39% 0.38%Facilities Charge 94.02$ 91.61$ (2.41)$ (28.93)$

75 NM Milliken Genco LLC Capitalized Cost of Facilities $26,495.40 $26,495.40Rate 0.39% 0.38%Facilities Charge 103.33$ 100.68$ $0.00 $0.00

83 WM Energy Solutions, Inc. Capitalized Cost of Facilities $65,981.56 $65,981.56Rate 0.39% 0.38%Facilities Charge 257.33$ 250.73$ (6.60)$ (79.18)$

92 WM Energy Solutions, Inc. Capitalized Cost of Facilities $61,554.90 $61,554.90Rate 0.39% 0.38%Facilities Charge 240.06$ 233.91$ (6.16)$ (73.87)$ -$

2016 Increase/DecreasePrevious Rate Revised Rate

Estimate of Revenue - 2016 Added Facilities Rate Change

Added Facilities Rate ChangePage 1 of 2

ESTIMATE OF ANNUAL REVENUES(Capitalized Cost of Facilities X Facilities Rate = Facilities Charge)

Monthly Increase/Decrease

Service Agmt. No.Vol. No. 5 Customer Cust. Financed SCE Financed Cust. Financed SCE Financed Cust. Financed SCE Financed Cust. Financed SCE Financed

2016 Increase/DecreasePrevious Rate Revised Rate

114 City of Moreno Valley Capitalized Cost of Facilities $133,612.00 $133,612.00Rate 0.39% 0.38%Facilities Charge 521.09$ 507.73$ (13.36)$ (160.33)$

118 Gas Recovery Systems, Inc. Capitalized Cost of Facilities $116,297.16 $749,084.15 $116,297.16 $749,084.15Rate 0.39% 1.25% 0.38% 1.25%Facilities Charge 453.56$ 9,363.55$ 441.93$ 9,363.55$ (11.63)$ $0.00 (139.56)$ $0.00

120 AES Placerita, Inc. Capitalized Cost of Facilities $1,294,942.33 $2,664,475.41 $1,294,942.33 $2,664,475.41Rate 0.61% 1/ 1.25% 0.55% 1/ 1.25%Facilities Charge 7,899.15$ 33,305.94$ 7,122.18$ 33,305.94$ (776.97)$ $0.00 (9,323.58)$ $0.00

122 Covanta Delano, Inc. Capitalized Cost of Facilities $1,669,796.00 $1,669,796.00Rate 1.25% 1.25%Facilities Charge 20,872.45$ 20,872.45$ $0.00 $0.00

Total 25,618.39$ 68,944.23$ 23,800.21$ $68,944.23 (1,815.53)$ $0.00 (21,786.39)$ $0.00

1/ With replacement of added facilities

Estimate of Revenue - 2016 Added Facilities Rate Change

Added Facilities Rate ChangePage 2 of 2

Title Page Southern California Edison Company FERC FPA Electric Tariff Tariff Title: Wholesale Distribution Access Tariff Tariff Record Title: First Revised Service Agreement No. 19

SERVICE AGREEMENT FOR WHOLESALE DISTRIBUTION SERVICE

Between

SOUTHERN CALIFORNIA EDISON COMPANY

And

AES Placerita, Inc.

Contract Effective Date: 10/12/1999 Tariff Record Proposed Effective Date: 01/01/2016 905.19.1 Version Number: 0.0.0 WDT038 Option Code A

Page No. 1


1. This Service Agreement, dated as of Oct 3, 1999, is entered into, by and between Southern

California Edison Company ("Distribution Provider"), and AES Placerita, Inc. ("Distribution

Customer").

2. The Distribution Customer has been determined by the Distribution Provider to have a

Completed Application for Distribution Service under the Tariff.

3. The Distribution Customer has provided to the Distribution Provider an Application

deposit in the amount of $50,000.00, in accordance with the provisions of Section 15.2 of the

Tariff.

4. Service under this Service Agreement shall commence on the later of (1) October 12, 1999,

or (2) the date on which all additional requirements are met pursuant to Section 13.5 of the Tariff,

or (3) such other date as it is permitted to become effective by the Commission. Service under this

Service Agreement shall terminate on the earliest of (1) the date twenty (20) years from the date of

execution of this Service Agreement, or (2) the termination date of the Interconnection Facilities

Agreement ("IFA"), or (3) Distribution Provider may terminate service under this Service

Agreement if Distribution Customer does not utilize the Distribution Service provided under this

Service Agreement for a period of two consecutive years or more (except for any period when

Distribution Customer does not utilize the Distribution Service due to the occurrence of a Force

Majeure Event or the negligence or default of the Distribution Provider under this Service

Page No. 2

Agreement), or (4) at Distribution Provider's option, when any material changes are made to the

Distribution Customer's generation or power transformation facilities and such generation or

power transformation facilities are connected to the Distribution Provider's electrical system.

Distribution Customer will notify Distribution Provider in advance when such changes are

contemplated.

5. The Distribution Provider agrees to provide and the Distribution Customer agrees to take

and pay for Distribution Service in accordance with the provisions of the Tariff and this Service

Agreement.

6. Any notice or request made to or by either Party regarding this Service Agreement shall be

made to the representative of the other Party as indicated below.

Distribution Provider:

Southern California Edison Company

Manager, Grid Contracts and Business Development

P. O. Box 800

2244 Walnut Grove Avenue

Rosemead, California 91770

Telefax No. (626) 302-9292

Telephone No. (626) 302-1771

Distribution Customer:

AES Placerita, Inc.

President

20885 Placerita Canyon Road

Page No. 3

Newhall, CA 91321

Telefax No. (661) 254-6143

Telephone No. (661) 254-8970

7. The Tariff and attached Specifications For Wholesale Distribution Service are incorporated

herein and made a part hereof.

IN WITNESS WHEREOF, the Parties have caused this Service Agreement to be executed by their

respective authorized officials.


By:______ /s/Richard M. Rosenblum_____ __ Senior Vice President___ ____9/29/99___

Name Title Date


By:______ /s/Bob Johnston____________ ____ Plant Manager________ ___10/3/99____

Name Title Date

Page No. 4

SPECIFICATIONS FOR WHOLESALE DISTRIBUTION SERVICE

l. Term of Transaction: See Section 4 of the Service Agreement

Service Commencement Date: See Section 4 of the Service Agreement

Termination Date: See Section 4 of the Service Agreement

2. Description of capacity and energy to be transmitted by Distribution Provider including the

electric Control Area in which the transaction originates and, for a Resource connected to the

Distribution Provider's Distribution System, a five year forecast of monthly Generation. Up to

110.00 MW from AES Placerita Generating Station (units 1, 2 and 3).

3. Point of Receipt: SCE's Appgen Substation

Point of Delivery: The ISO Controlled Grid at the 220 kV bus at Pardee Substation

Receiving Party: The California Independent System Operator Corporation.

4. Description of Wholesale Distribution Load at the Point of Delivery (including a five year

forecast of monthly load requirements): Not Applicable

5. Interruptible Load amount (summer and winter), location and conditions/limitations (five

year forecast): Not Applicable

6. For Resources, the maximum amount of capacity and energy to be transmitted. For

Wholesale Distribution Load, the estimated peak load for informational purposes only: 110.0 MW

at unity power factor.

Page No. 5

7. Direct Assignment Facilities: Provided for in the Interconnection Facilities Agreement

executed concurrently.

8. Distribution System Upgrades required prior to the commencement of service: None.

9. Real Power Loss Factors: The factor set forth in Section 13.9 of the Tariff applicable to

Resources interconnected at distribution voltages of 50 kV and above.

10. Power Factor: The Distribution Customer is required to maintain its power factor within a

range of 0.95 lagging to 0.95 leading (or, if so specified in the Service Agreement, a greater

range), pursuant to Good Utility Practice. This provision recognizes that a Distribution Customer

may provide reactive power support in accordance with Section 12.10 (Self Provision of Ancillary

Services), of this Tariff._________________

11. Distribution Service under this Agreement will be subject to the charges detailed below.

11.1 Customer Charge : None

11.2 Demand Charge: None, pursuant to Section 21.2.2 of the Tariff.

11.3 Facilities Charge: The applicable monthly charges under the Interconnection

Facilities Agreement.

11.4 System Impact and/or Facilities Study Charge(s): Not applicable

12. Letter of credit or alternative form of security to be provided and maintained by

Distribution Customer pursuant to Sections 8 and 16.4 of the Tariff: None.

Title Page Southern California Edison Company FERC FPA Electric Tariff Tariff Title: Wholesale Distribution Access Tariff Tariff Record Title: Second Revised Service Agreement No. 20


Between


And

Covanta Energy, Inc.


Page No. 1


1. This Service Agreement, dated as of , is entered into, by and between

Southern California Edison Company ("Distribution Provider"), and Covanta Energy, Inc.

("Distribution Customer").





Tariff.

4. Service under this Service Agreement shall commence on the later of (1) January 1, 2000,

or (2) the date on which construction of any Direct Assignment Facilities and/or Distribution

System Upgrades specified in Sections 7.0 and 8.0 of the attached Specifications For Wholesale

Distribution Service are completed and all additional requirements are met pursuant to Section

13.5 of the Tariff, or (3) such other date as it is permitted to become effective by the

Commission. Service under this Service Agreement shall terminate on the earliest of (1)

December 31, 2017, or (2) the termination date of the Interconnection Facilities Agreement

(“IFA”), or (3) Distribution Provider may terminate service under this Service Agreement if

Distribution Customer does not utilize the Distribution Service provided under this Service

Agreement for a period of two consecutive years or more (except for any period when

Page No. 2

Distribution Customer does not utilize the Distribution Service due to the occurrence of a Force

Majeure Event or default of Distribution Provider under this Service Agreement), or (4) at

Distribution Provider’s option, when any material changes are made to the Distribution

Customer’s generation or power transformation facilities and such generation or power

transformation facilities are connected to the Distribution Provider’s electrical system.

Distribution Customer will notify Distribution Provider in advance when such changes are

contemplated.



Agreement.

6. Any notice or request made to or by either Party regarding this Service Agreement shall

be made to the representative of the other Party as indicated below.



Manager, Grid Contracts

P. O. Box 800



Telefax No. (626) 302-9292

Telephone No. (626) 302-1771


Delano Energy Company, Inc.

Plant Manager

Page No. 3

P.O. Box 1461

Delano, CA 93215 Telephone No. (661) 792-3067

7. The Tariff and attached Specifications for Wholesale Distribution Service are

incorporated herein and made a part hereof.

Page No. 4

IN WITNESS WHEREOF, the Parties have caused this Service Agreement to be executed by

their respective authorized officials.


By:_____________________________ ______________

Name Title Date


By:________________________________ __________________________ ______________

Name Title Date

Page No. 5





2. For a Resource connected to the Distribution Provider’s Distribution System, a

description of capacity and energy to be transmitted by Distribution Provider and a five year

forecast of monthly Generation: Up to 49.90 MW from Delano Generating Station (units 1 and

2).

3. Point of Receipt: SCE's Pandol Substation

Point of Delivery: The ISO Grid at the 220 kV bus at SCE's Vestal Substation


4. Description of Wholesale Distribution Load at the Point of Delivery (including a five

year forecast of monthly load requirements): Not Applicable .


year forecast): Not Applicable.

6. For Resources, the maximum amount of capacity and energy to be transmitted. For

Wholesale Distribution Load, the estimated peak load for informational purposes only: 49.90

MW at unity power factor. The ISO metering facilities with the exception of the Distribution

Provider owned current and potential transformers shall be, notwithstanding Section 1 of

Attachment C to the Tariff, owned by the Distribution Customer and located on the Distribution

Customer’s side of the Point of Receipt. Distribution Customer shall be responsible for the

Page No. 6

installation, maintenance, testing and certification of the ISO metering facilities in accordance

with applicable ISO Tariff provisions and Metering Protocol. Distribution Customer shall be

responsible for all costs associated with the testing and certification of ISO metering facilities.

Distribution Provider shall not be liable to Distribution Customer, and Distribution Customer

shall indemnify Distribution Provider, for any claim, demand, liability, loss or damage, whether

direct, indirect or consequential, incurred by Distribution Customer or any electric customer or

supplier of Distribution Customer which results from the failure of the metering current

transformers or potential transformers owned, operated and maintained by Distribution Provider

under this Service Agreement.


executed concurrently.

8. Distribution System Upgrades required prior to the commencement of service: None



10. Power Factor: The Distribution Customer is required to maintain its power factor within

a range of 0.95 lagging to 0.95 leading (or, if so specified in the Service Agreement, a greater

range), pursuant to Good Utility Practice. This provision recognizes that a Distribution

Customer may provide reactive power support in accordance with Section 12.10 (Self Provision

of Ancillary Services), of this Tariff. The operating power factor at the point of receipt shall be

at unity unless Distribution Customer is otherwise notified by the Distribution Provider to

maintain a specified voltage schedule while operating within the power factor range as specified

above.

Page No. 7


11.1 Customer Charge: None.

11.2 Demand Charge: None. Pursuant to Section 21.2.2. of the Tariff.

11.3 Facilities Charge: The applicable charges under the

Interconnection Facilities Agreement between Distribution Provider and

Distribution Customer.



Distribution Customer pursuant to Sections 8 and 16.4 of the Tariff: None.

Title Page

Southern California Edison Company FERC FPA Electric Tariff Tariff Title: Wholesale Distribution Access Tariff Tariff Record Title: First Revised Service Agreement No. 23


Between


And

Gas Recovery Systems


Page No. 1


1. This Service Agreement, dated as of the date executed by the Distribution Customer

under Section 7 of this Service Agreement, is entered into, by and between Southern California

Edison Company ("Distribution Provider"), and Gas Recovery Systems ("Distribution

Customer").





Tariff.

4. Service under this Service Agreement shall commence on the later of (1) the termination

date of the CPUC-jurisdictional Power Purchase Contract, executed November 1, 1984, between

Distribution Provider and Distribution Customer, or (2) the date on which construction of any

Direct Assignment Facilities and/or Distribution System Upgrades specified in Sections 7.0 and

8.0 of the attached Specifications For Wholesale Distribution Service is completed and all

additional requirements are met pursuant to Section 13.5 of the Tariff, or (3) such other date as it

is permitted to become effective by the Commission. Service under this Service Agreement shall

terminate on the earliest of (1) twenty (20) years from the commencement date of Distribution

Service under this Service Agreement, or (2) the termination date of the Interconnection

Facilities Agreement between Distribution Provider and Distribution Customer, or (3)

Page No. 2 Distribution Provider may terminate service under this Service Agreement if Distribution

Customer does not utilize the Distribution Service provided under this Service Agreement for a

period of two consecutive years or more (except for any period when Distribution Customer does

not utilize the Distribution Service due to the occurrence of a Force Majeure Event or default of

Distribution Provider under this Service Agreement), or (4) at Distribution Provider’s option,

upon failure by Distribution Customer to provide advance notice to Distribution Provider of

changes made to Distribution Customer’s generation or power transformation facilities which are

connected to Distribution Provider’s electrical system pursuant to this Service Agreement.

Distribution Customer shall provide advance notice to the Distribution Provider when such

changes are contemplated so that the Distribution Provider can evaluate any potential system

impacts which may occur as a result of the change or whether a new Application under the Tariff

needs to be submitted. Distribution Provider will use due diligence in responding to such notice

from Distribution Customer.



Agreement.

6. Any notice or request made to or by either Party regarding this Service Agreement shall

be made to the representative of the other Party as indicated below.


Southern California Edison Company Manager, Grid Contracts and Business Development P. O. Box 800 2244 Walnut Grove Avenue

Page No. 3 Rosemead, California 91770 Telefax No. (626) 302-9292 Telephone No. (626) 302-1771


Gas Recovery Systems Chief Operating Officer 1020 Serpentine Lane Pleasanton, California 94566 Telefax No. (925) 461-4420 Telephone No. (925) 461-4400

7. The Tariff and attached Specifications For Wholesale Distribution Service are


IN WITNESS WHEREOF, the Parties have caused this Service Agreement to be executed by

their respective authorized officials.


By:__ /s/Richard M. Rosenblum_____ ___ Senior Vice President_ ____ ____5/1/00 ____

Name Title Date


By:__ /s/Alan J. Purves___ ________ _______C.O.O_ ___ ____5/22/00___

Name Title Date

Page No. 4





2. Description of capacity and energy to be transmitted by Distribution Provider including

the electric Control Area in which the transaction originates and, for a Resource connected to the

Distribution Provider's Distribution System, a five year forecast of monthly Generation. Up to

17.1 MW’s from a single generating machine at Distribution Customer’s Coyote Canyon landfill

gas to energy facility.

3. Point of Receipt: The load side of the 66 kV disconnect switch at Distribution Provider’s

Coygen Substation.

Point of Delivery: The ISO Grid at the 220 kV bus at Santiago Substation


4. Description of Wholesale Distribution Load at the Point of Delivery (including a five

year forecast of monthly load requirements): Not Applicable


year forecast): Not Applicable

Page No. 5 6. For Resources, the maximum amount of capacity and energy to be transmitted. For

Wholesale Distribution Load, the estimated peak load for informational purposes only: 17.1 MW

at unity power factor. The ISO metering facilities with exception of the Distribution Provider

owned current and potential transformers shall be, notwithstanding Attachment C Section 1 of

the Tariff, owned by the Distribution Customer and located on the Distribution Customer’s side

of the Point of Receipt. Distribution Customer shall be responsible for the installation,

maintenance, testing and certification of the ISO metering facilities in accordance with

applicable ISO Tariff provisions and Metering Protocol. Distribution Customer shall be

responsible for all costs associated with the testing and certification of ISO metering facilities.

Distribution Provider shall not be liable to Distribution Customer, and Distribution Customer

shall indemnify Distribution Provider, for any claim, demand, liability, loss or damage, whether

direct, indirect or consequential, incurred by Distribution Customer or any electric customer or

supplier of Distribution Customer which results from the failure of the metering current

transformers or potential transformers owned, operated and maintained by Distribution Provider

under this Service Agreement except to the extent such failure was due to negligence or

intentional wrongdoing on the part of Distribution Provider.


between Distribution Provider and Distribution Customer executed concurrently herewith.

8. Distribution System Upgrades required prior to the commencement of service: None



Page No. 6 10. Power Factor: The Distribution Customer is required to maintain its power factor within

a range of 0.95 lagging to 0.95 leading (or, if so specified in the Service Agreement, a greater

range), pursuant to Good Utility Practice. This provision recognizes that a Distribution

Customer may provide reactive power support in accordance with Section 12.10 (Self Provision

of Ancillary Services), of this Tariff._______________________________________________


11.1 Customer Charge: None


11.3 Facilities Charge: The applicable charges under the Interconnection Facilities

Agreement between Distribution Provider and Distribution Customer.

11.4 System Impact and/or Facilities Study Charge(s): None


Distribution Customer pursuant to Sections 8 and 16.4 of the Tariff: None at the time of

execution of this Service Agreement; however, Distribution Provider retains the right to

require the Distribution Customer to provide and maintain in effect during the term of

this Service Agreement, an unconditional and irrevocable letter of credit as security to

meet its responsibilities and obligations under the Tariff, or an alternative form of

security proposed by the Distribution Customer and acceptable to the Distribution

Provider and consistent with commercial practices established by the Uniform

Commercial Code that protects the Distribution Provider against the risk of non-payment.



Between


And

Riverside County Waste Management Department


Page No. 1


1. This Service Agreement, dated as of the date of execution hereof by the

Distribution Customer, is entered into, by and between Southern California Edison

Company ("Distribution Provider"), and Riverside County Waste Management

Department ("Distribution Customer").

2. The Distribution Customer has been determined by the Distribution Provider

to have a Completed Application for Distribution Service under the Tariff.

3. The Distribution Customer has provided to the Distribution Provider an

Application deposit in the amount of $4,000.00, in accordance with the provisions of

Section 15.2 of the Tariff.

4. Service under this Service Agreement shall commence on the later of (1)

October 10, 2000, or (2) the date on which construction of any Direct Assignment

Facilities and/or Distribution System Upgrades specified in Sections 7.0 and 8.0 of

the attached Specifications For Wholesale Distribution Service are completed and

all additional requirements are met pursuant to Section 13.5 of the Tariff, or (3)

such other date as it is permitted to become effective by the Commission. Service

under this Service Agreement shall terminate on the earliest of (1) thirty (30) years

from the commencement date of service under this Service Agreement, or (2) the

termination date of the Interconnection Facilities Agreement between the

Distribution Provider and the Distribution Customer ("Interconnection Facilities

Page No. 2

Agreement"), or (3) Distribution Provider may terminate service under this Service

Agreement if Distribution Customer does not utilize the Distribution Service

provided under this Service Agreement for a period of two consecutive years or more

(except for any period when Distribution Customer does not utilize the Distribution

Service due to the occurrence of a Force Majeure Event or default of the

Distribution Provider under this Service Agreement), or (4) at Distribution

Provider’s option, upon failure by Distribution Customer to provide advance notice

to Distribution Provider of changes made to Distribution Customer’s generation or

power transformation facilities which are connected to Distribution Provider’s

electrical system pursuant to this Service Agreement. Distribution Customer shall

provide advance notice to Distribution Provider when such changes are

contemplated so that the Distribution Provider can evaluate any potential system

impacts which may occur as a result of the change or whether a new Application

under the Tariff needs to be submitted.

5. The Distribution Provider agrees to provide and the Distribution Customer

agrees to take and pay for Distribution Service in accordance with the provisions of

the Tariff and this Service Agreement.

6. Any notice or request made to or by either Party regarding this Service Agreement shall be made to the representative of the other Party as indicated below.



Page No. 3

Manager, Grid Contracts and Business Development

P. O. Box 800



Telefax No. (626) 302-9292

Telephone No. (626) 302-1771


Riverside County Waste Management Department

General Manager-Chief Engineer

1995 Market Street

Riverside, CA 92501-1719

Telephone No. (909) 955-1370

7. The Tariff and attached Specifications For Wholesale Distribution Service are


IN WITNESS WHEREOF, the Parties have caused this Service Agreement to be executed by their respective authorized officials.

Distribution Provider: By :_/s/ Richard M. Rosenblum____ __________________________ ______________

Name Title Date

Distribution Customer: By:_/s/ Robert A. Nelson_ __General Manager-Chief Engineer_ ___6/26/2000____

Name Title Date

Page No. 4





2. Description of capacity and energy to be transmitted by Distribution Provider

including the electric Control Area in which the transaction originates and, for a

Resource connected to the Distribution Provider's Distribution System, a five year

forecast of monthly Generation. Up to 2.5 MW from Riverside County Waste

Management Department's Badlands Landfill generating facility.

3. Point of Receipt: Cable terminating section of the Distribution Customer's

480v switchgear in Distribution Customer's Substation located at 31125 Ironwood

Avenue, Moreno Valley, California, which is connected to Distribution Provider's

Ginger 12 kV line out of Distribution Provider's Moreno Substation.

Point of Delivery: The ISO Controlled Grid at the 500 kV bus at Distribution

Provider's Valley Substation


4. Description of Wholesale Distribution Load at the Point of Delivery

(including a five year forecast of monthly load requirements): Not Applicable

Page No. 5

5. Interruptible Load amount (summer and winter), location and

conditions/limitations (five year forecast): Not Applicable

6. For Resources, the maximum amount of capacity and energy to be

transmitted. For Wholesale Distribution Load, the estimated peak load for

informational purposes only: 2.5 MW at unity power factor. The ISO metering

facilities, notwithstanding Attachment C Section 1 of the Tariff,, owned by the

Distribution Customer and located on the Distribution Customer's side of the Point

of Receipt. Distribution Customer shall be responsible for the installation,

maintenance, testing and certification of the ISO metering facilities and

telecommunication equipment in accordance with applicable ISO Tariff provisions

and Metering Protocol. Distribution Customer shall be responsible for all costs

associated with the testing and certification of the ISO metering facilities and

telecommunication equipment. Distribution Provider shall not be liable to

Distribution Customer, and Distribution Customer shall indemnify Distribution

Provider, for any claim, demand, liability, loss or damage, whether direct, indirect

or consequential, incurred by Distribution Customer or any electric customer or

supplier of Distribution Customer which results from the failure of the metering

current transformer owned, operated and maintained by Distribution Provider

under this Service Agreement.

7. Direct Assignment Facilities: Provided for in the Interconnection Facilities

Agreement executed concurrently.

Page No. 6

8. Distribution System Upgrades required prior to the commencement of

service: None.

9. Real Power Loss Factors: The factor set forth in Section 13.9 of the Tariff

applicable to Resources interconnected at distribution voltages below 50 kV and

greater than or equal to 2 kV.

10. Power Factor: The Distribution Customer is required to maintain its power

factor within a range of 0.95 lagging to 0.95 leading (or, if so specified in the Service

Agreement, a greater range), pursuant to Good Utility Practice. This provision

recognizes that a Distribution Customer may provide reactive power support in

accordance with Section 12.10 (Self Provision of Ancillary Services), of this

Tariff.__________________________________________________________________


11.1 Customer Charge : None


11.3 Facilities Charge: The applicable charges under the

Interconnection Facilities Agreement.


12. Letter of credit or alternative form of security to be provided and

maintained by Distribution Customer pursuant to Sections 8 and

16.4 of the Tariff: Distribution Provider may require the

Page No. 7

Distribution Customer to provide and maintain in effect during the

term of this Service Agreement, an unconditional and irrevocable

letter of credit as security to meet its responsibilities and

obligations under the Tariff, or an alternative form of security

proposed by the Distribution Customer and acceptable to the

Distribution Provider and consistent with commercial practices

established by the Uniform Commercial Code that protects the

Distribution Provider against the risk of non-payment.

Title Page

Southern California Edison Company FERC FPA Electric Tariff Tariff Title: Wholesale Distribution Access Tariff Tariff Record Title: First Revised Service Agreement No. 26

INTERCONNECTION FACILITIES AGREEMENT

BETWEEN

RIVERSIDE COUNTY WASTE MANAGEMENT DEPARTMENT BADLANDS LANDFILL

AND


Contract Effective Date: 10/10/2000 Tariff Record Proposed Effective Date: 01/01/2016 905.26.5 Version Number: 1.0.0 WDT028 Option Code: A

Page No. 1

INTERCONNECTION FACILITIES AGREEMENT BETWEEN

SOUTHERN CALIFORNIA EDISON COMPANY AND

RIVERSIDE COUNTY WASTE MANAGEMENT DEPARTMENT BADLANDS LANDFILL

TABLE OF CONTENTS

1. Parties: ...........................................................................................................................................2 2. Recitals: .........................................................................................................................................2 3. Agreement: ....................................................................................................................................2 4. Definitions: ....................................................................................................................................2 5. Effective Date and Term: .............................................................................................................4 6. Agreement Pursuant to the WDAT: ...........................................................................................4 7. Installation of Interconnection Facilities: ..................................................................................5 8. Capital Additions to Interconnection Facilities: ........................................................................5 9. Charges: .........................................................................................................................................6 10. Billing and Payment: ....................................................................................................................6 11. Billing and Payment Notification: ...............................................................................................7 12. Audits: ............................................................................................................................................8 13. Disputes: ........................................................................................................................................8 14. Operating Representatives: .........................................................................................................8 15. Regulatory Authority: ..................................................................................................................9 16. No Dedication of Facilities: ..........................................................................................................9 17. No Third Party Rights: ................................................................................................................9 18. Relationship of Parties: ................................................................................................................9 19. Waivers: .......................................................................................................................................10 20. Governing Law: ..........................................................................................................................10 21. Notices: ........................................................................................................................................10 22. Severability: ................................................................................................................................10 23. Entire Agreement: ......................................................................................................................10 24. Ambiguities: ................................................................................................................................10 25. Signature Clause: ........................................................................................................................11 Exhibit A Interconnection Facilities Description and Cost ..........................................................12 Exhibit B One-Line Diagram ...........................................................................................................15

Page No. 2

INTERCONNECTION FACILITIES AGREEMENT BETWEEN SOUTHERN CALIFORNIA EDISON COMPANY

AND RIVERSIDE COUNTY WASTE MANAGEMENT DEPARTMENT

BADLANDS LANDFILL 1. Parties: The Parties to this Southern California Edison Company – Riverside County Waste Management Department Interconnection Facilities Agreement are Southern California Edison Company (“SCE”), a California corporation, and Riverside County Waste Management Department (“RCWMD”), a Department of the County of Riverside, hereinafter sometimes referred to individually as “Party” and collectively as “Parties.” 2. Recitals: This Agreement is made with reference to the following facts, among others:

2.1. SCE is a California public utility engaged in the business of generating and transmitting electric energy in the States of Arizona, California, Nevada, and New Mexico. SCE is further engaged in the business of distributing such energy in the State of California.

2.2. RCWMD is a Department of the County of Riverside, that manages the county's solid waste system, and generates electricity from waste gases.

2.3. Pursuant to SCE’s WDAT, RCWMD submitted an application to SCE for 2.5 MW of wholesale Distribution Service from RCWMD's Badlands Landfill site in Moreno Valley, California to the ISO Grid at SCE’s Valley Substation for a period of 30 years.

2.4. The Parties desire to enter into this Agreement to specify terms for SCE to design, construct, own, operate and maintain Interconnection Facilities required for SCE to provide Distribution Service to RCWMD, and payment by RCWMD to SCE for said Interconnection Facilities.

2.5. This Agreement is being executed to implement wholesale Distribution Service under SCE's WDAT in connection and concurrent with that certain Service Agreement for Wholesale Distribution Service between the Parties.

3. Agreement: In consideration of the premises and the mutual covenants and agreements contained herein, the Parties agree as follows: 4. Definitions: All terms with initial capitalization not otherwise defined herein shall have the meanings assigned to them in SCE’s WDAT. The following terms, when used herein with initial capitalization, whether in the singular or the plural, shall have the meanings specified:

4.1 Accounting Practice: Generally accepted accounting principles and practices

Page No. 3

applicable to electric utility operations. 4.2 Agreement: This Southern California Edison Company – Riverside County Waste

Management Department Badlands Landfill Interconnection Facilities Agreement. 4.3 Capital Additions: Any Units of Property which are added to the Interconnection

Facilities, the enlargement or betterment of any Units of Property constituting a part of the Interconnection Facilities, and the replacement of any Units of Property constituting a part of the Interconnection Facilities, irrespective of whether such replacement constitutes an enlargement or betterment of that which it replaces, which additions, betterments, enlargements, and replacements in accordance with Accounting Practice would be capitalized and are not included in the Interconnection Facilities Cost.

4.4 CPUC: The California Public Utilities Commission, or its regulatory successor. 4.5 Customer-Financed Monthly Rate for Non-ISO-Controlled Facilities: The

customer-financed monthly rate for Non-ISO-Controlled Facilities most recently adopted by the CPUC for application to SCE’s retail electric customers for customer-financed added facilities, which does not compensate SCE for replacement of added facilities. The currently effective Customer-Financed Monthly Rate for Non-ISO-Controlled Facilities is as provided in Attachment J of the WDAT.

4.6 FERC: Federal Energy Regulatory Commission, or its regulatory successor. 4.7 Interconnection Facilities: Those interconnection facilities as described in Exhibit A

and as shown in Exhibit B, as such facilities may be modified during the term of this Agreement.

4.8 Interconnection Facilities Charge: The monthly charge to RCWMD to recover the revenue requirement for the Interconnection Facilities, calculated as the product of the Customer-Financed Monthly Rate for Non-ISO-Controlled Facilities and the Interconnection Facilities Cost. The Interconnection Facilities Charge is provided in Exhibit A.

4.9 Interconnection Facilities Cost: All costs excluding One-Time Costs, determined by SCE to be associated with the design, engineering, procurement, construction and installation of Interconnection Facilities; an estimates of which are provided in Exhibit A.

4.10 Interconnection Facilities In-Service Date: The date upon which the Interconnection Facilities are complete, successfully tested, and ready for operation. The Parties currently estimate that the Interconnection Facilities In-Service Date will be October 10, 2000.

4.11 ITCC: Income Tax Component of Contribution which is the Federal Income Tax on contributions for construction made by RCWMD to cover SCE’s estimated liability for Federal and State Income Tax resulting from such contribution. The ITCC shall be calculated by multiplying the Interconnection Facilities Cost or the cost of Capital Additions, as applicable, by the tax factor. The tax factor is currently .34, however, such factor may be changed pursuant to Section 15.

4.12 One-Time Costs: Costs associated with the installation of the Interconnection Facilities which are not capitalized in accordance with Accounting Practice. The One-Time Cost is provided in Exhibit A.

4.13 One-Time Payment: The total amount of the Interconnection Facilities Costs

Page No. 4

including any applicable ITCC; or, as applicable, the total cost of subsequent Capital Additions pursuant to Section 8.1.

4.14 Removal Cost: The reasonable costs which SCE would incur upon removal of the Interconnection Facilities pursuant to this Agreement, whether or not such removal takes place. The Removal Cost is calculated as the difference between the estimated labor costs for removal and the estimated salvage value of the removed facilities.

4.15 Service Agreement: The Service Agreement For wholesale Distribution Service between the Parties executed concurrently herewith.

4.16 Units of Property: As described in FERC's “List of Units of Property for Use in Connection with Uniform System of Accounts Prescribed for Public Utilities and Licenses” in effect as of the date of this Agreement, and as such list may be amended from time to time.

4.17 Valley Substation: SCE’s 500 kV substation located at Hwy. 74 near the intersection of Menifee and Hwy. 74 in San Jacinto Valley, California.

4.18 WDAT: SCE's Wholesale Distribution Access Tariff. 5. Effective Date and Term:

5.1. Except for Sections 7 which shall become effective as of the date of execution hereof, this Agreement shall be effective upon acceptance for filing by FERC without suspension; provided however, that if upon such filing the FERC enters into a hearing to determine whether this Agreement is just and reasonable, this Agreement shall not become effective until the date when an order no longer subject to judicial review has been issued by FERC determining this Agreement to be just and reasonable without changes or new conditions unacceptable to either Party.

5.2. This Agreement shall terminate on the earliest of (i) the termination date of the Service Agreement, or (ii) the date specified by RCWMD upon 180 days advance written notice to SCE.

5.3. Within ninety (90) business days following termination, SCE will bill RCWMD for the Removal Costs of the Interconnection Facilities. RCWMD shall pay SCE the amount of said billing within sixty (60) calendar days following the date of the billing. SCE will file all charges under this Section 5.3 with the FERC prior to termination. Following termination, SCE will remove the Interconnection Facilities from service to RCWMD.

5.4. Any obligations of one Party to the other, including payment obligations, which accrued prior to, or as a result of, termination of this Agreement, shall survive termination.

5.5. If RCWMD has given notice of termination and a filing with FERC is required to terminate this Agreement pursuant to Section 5.2, RCWMD shall support such filing before the FERC if requested by SCE.

6. Agreement Pursuant to the WDAT: This Agreement provides terms regarding Interconnection Facilities associated with wholesale

Page No. 5

Distribution Service pursuant to the WDAT. Accordingly, the Interconnection Facilities associated with the wholesale Distribution Service provided to RCWMD, and RCWMD's use of and payment for said Interconnection Facilities, are subject to the provisions of the WDAT and the Service Agreement, as those provisions may from time to time be modified. 7. Installation of Interconnection Facilities:

7.1 SCE will design, engineer, construct, and install the Interconnection Facilities. 7.2 SCE will use commercially reasonable efforts to install the Interconnection

Facilities by October 10, 2000. However, RCWMD understands and acknowledges that such date is only an estimate and that equipment and material lead times, outage coordination, or other unforeseen events could delay the Interconnection Facilities In-Service Date beyond October 10, 2000.

7.3. RCWMD shall pay all of SCE’s costs incurred in constructing the Interconnection Facilities. As outlined in greater detail in Exhibit A, SCE estimates that the cost for completing the Interconnection Facilities plus any One-Time Costs and ITCC in accordance with this Agreement will be $210,848. Such estimate shall be subject to later adjustment to reflect actual costs pursuant to Section 10.1.6.

7.4. RCWMD shall design, engineer, construct, install, own operate and maintain the portion of the interconnection on RCWMD’s side of the point of delivery, which consist of but is not limited to, 480 V switchgear with a pull section, metering section (not including the SCE owned metering current transformer), main circuit breaker, generator protection, and telecommunication equipment.

7.5. If this Agreement is not accepted by the FERC, RCWME shall pay SCE’s costs incurred or irrevocably committed to be incurred pursuant to this Agreement within sixty (60) days following receipt of a billing from SCE requiring such payment.

7.6. Following the Interconnection Facilities In-Service Date, SCE will own, operate and maintain the Interconnection Facilities.

8. Capital Additions to Interconnection Facilities:

8.1. Whenever Capital Additions to the Interconnection Facilities are required to

maintain or improve service to RCWMD (which maintenance of improvement may include compliance with system or regulatory requirements), the work will be completed at RCWMD's expense. RCWMD shall pay SCE any One-Time Costs and One-Time Payment associated with such Capital Additions. Except as otherwise provided in Section 8.2, if such Capital Additions result in a change in the Interconnection Facilities investment, the Interconnection Facilities Cost shall be adjusted on the basis of the revised net investment effective as of the date such Capital Additions are installed and ready for service.

8.2. In the event that any Capital Addition are required in order to benefit SCE, or because of damage caused by negligence or willful misconduct of SCE, no increase will be made to the Interconnection Facilities Cost and no One-Time Costs will be charged to RCWMD for such Capital Additions.

Page No. 6

9. Charges:

9.1. RCWMD shall pay to SCE, in accordance with Section 10, the following charges with respect to the Interconnection Facilities and this Agreement: a) Interconnection Facilities Charges; b) One-Time Costs; c) One-Time Payment; d) any reimbursable FERC fees relating to this Agreement; and e) termination charges pursuant to Section 5.3.

9.2. SCE's Interconnection Facilities Cost and One-Time Costs shall be compiled in accordance with Accounting Practice.

10. Billing and Payment:

10.1. Billing Procedure.

10.1.1. Except as otherwise specifically provided herein, commencing on the effective date of this Agreement, SCE will render bills to RCWMD for charges under this Agreement, and RCWMD shall pay such bills, in accordance with the Billing and Payment provisions of the WDAT.

10.1.2. Charges for any reimbursable FERC fees in accordance with Section 15.3 shall be for any fees incurred since the preceding billing.

10.1.3. Prior to commencing construction of the Interconnection Facilities, SCE will bill RCWMD for the estimated One-Time Costs and One-Time Payment associated with the Interconnection Facilities. The payment for such One-Time Costs and One-Time Payment shall be subject to later adjustment pursuant to Sections 10.1.6.3 and 10.1.6.4.

10.1.4. Commencing on or following the Interconnection Facilities In-Service Date, SCE will render bills to RCWMD for the Interconnection Facilities Charge. The Interconnection Facilities Charge shall initially be based on SCE estimates, and such payments shall be subject to later adjustment pursuant to Sections10.1.6.1 and 10.1.6.2.

10.1.5 Prior to commencing construction of any Capital Additions in accordance with Section 8.1, SCE will bill RCWMD for any estimated One-Time Costs and One-Time Payment associated with such Capital Additions. The payment of such One-Time Costs and One-Time Payment shall be subject to later adjustment pursuant to Sections 10.1.6.3, 10.1.6.4, 10.1.6.5 and 10.1.6.6.

10.1.6 After the Interconnection Facilities In-Service Date or the in-service date of any Capital Additions, SCE will determine the actual recorded cost of the Interconnection Facilities and actual recorded One-Time Costs, and provide RCWMD with an accounting of such costs. 10.1.6.1. If the amount paid for the Interconnection Facilities Charge

is less than the amount due for the Interconnection Facilities Charge as determined from the actual recorded Interconnection Facilities Cost, SCE will bill RCWMD for the difference between the amount previously paid by RCWMD and the amount which would have been paid

Page No. 7

based on the actual recorded costs, without interest, on the next regular billing. 10.1.6.2 If the amount paid for the Interconnection Facilities Charge

is greater than the amount due for the Interconnection Facilities Charge as determined from the actual recorded Interconnection Facilities Cost, SCE will credit RCWMD for the difference between the amount previously paid by RCWMD and the amount which would have been paid based on the actual recorded

costs, without interest, on the next regular billing. 10.1.6.3. If the amount paid for the estimated One-Time Costs is

less than the actual recorded One-Time Costs, SCE will bill RCWMD for the difference between the amount previously paid by RCWMD and the actual recorded cost, without interest, within 20 days of such determination of actual cost.

10.1.6.4. If the amount paid for the estimated One-Time Costs is greater than the actual recorded One-Time Costs, SCE will refund to RCWMD the difference between the amount previously paid by RCWMD and actual recorded costs, without interest, within 20 days of such determination of actual cost.

10.1.6.5. If the amount paid for the estimated One-Time Payment is less than the actual recorded Interconnection Facilities Cost and any associated ITCC, SCE will bill RCWMD for the difference between the amount previously paid

by RCWMD and the actual recorded costs, without interest, within 20 days of such determination of actual cost.

10.1.6.6. If the amount paid for the estimated One-Time Payment is greater than the actual recorded Interconnection Facilities Cost and any associated ITCC, SCE will refund to RCWMD the difference between the amount previously paid by RCWMD and actual recorded costs, without interest, within 20 days of such determination of actual cost.

10.2. Interest on Unpaid Balances.

Interest on any unpaid amounts shall be calculated in accordance with the methodology specified in the Interest on Unpaid Balances provision of the WDAT.

10.3. Default and Billing Dispute. Any default or billing dispute shall be handled in accordance with the

methodology specified in the Customer Default provision of the WDAT.

11. Billing and Payment Notification:

Page No. 8

11.1. All payments to be made by RCWMD to SCE shall be sent to:

Southern California Edison Company Accounts Receivable Box 800 Rosemead, California 91770

SCE may, at any time, by written notice to RCWMD pursuant to Section 6 of the Service Agreement for Wholesale Distribution Service, change the address to which payments shall be sent.

11.2. All billings to be presented by SCE to RCWMD shall be sent to:

Riverside County Waste Management Department 1995 Market Street Riverside, California 92501-1719 Fax: (909) 955-1334

RCWMD may, at any time, by written notice to SCE pursuant to Section 6 of the Service Agreement for Wholesale Distribution Service, change the address to which billings shall be sent.

12. Audits: SCE will maintain records and accounts of all costs incurred in sufficient detail to allow verification of all costs incurred, including, but not limited to, labor and associated labor costs, material and supplies, outside services, and administrative and general expenses. For two years following the Interconnection Facilities In-Service Date, or with respect to any Capital Additions made pursuant to Section 8.1, for two years following the in-service date of such Capital Additions, RCWMD will have the right, upon reasonable notice, at a reasonable time and place, and at its own expense, to audit SCE’s records as necessary and as appropriate in order to verify costs incurred by SCE. 13. Disputes: With the exception of any billing dispute as provided pursuant to Section 10.3 herein, or as otherwise limited by law, the Dispute Resolution Procedures set forth in the WDAT shall apply to all disputes between RCWMD and SCE which arise under this Agreement; provided, however, that the Dispute Resolution Procedures set forth in the WDAT shall not apply as to disputes regarding whether rates and charges set forth in this Agreement are just and reasonable under the Federal Power Act. 14. Operating Representatives: The responsibilities assigned to the Operating Representatives appointed pursuant to Section 13.4 of the Specifications for Wholesale Distribution Service attached to and incorporated within the Service Agreement for Wholesale Distribution Service shall extend to the activities required

Page No. 9

under this Agreement. 15. Regulatory Authority:

15.1. No later than thirty (30) days following the execution of this Agreement, SCE shall tender this Agreement for filing with FERC with a request that it be made effective upon acceptance without suspension, and RCWMD shall support SCE in obtaining all necessary authorizations and approvals for this Agreement.

15.2. Nothing contained herein shall be construed as affecting in any way: (i) the right of SCE to unilaterally make application to the FERC for a change in rates, charges, classification, or service, or any rule, regulation, or contract relating thereto, under Section 205 of the Federal Power Act and pursuant to the rules and regulations promulgated by FERC thereunder; (ii) the right of RCWMD to oppose such changes under Section 205 of the Federal Power Act; (iii) the right of RCWMD to file a complaint requesting a change in rates, charges, classification, or service, or any rule, regulation or contract relating thereto, or rate methodology or design relating to services provided hereunder, under Section 206 of the Federal Power Act and pursuant to the rules and regulations promulgated by the FERC thereunder; or (iv) the right of SCE to oppose such complaint by RCWMD under Section 206 of the Federal Power Act. Any change shall become effective pursuant to Section 205 of the Federal Power Act.

15.3. RCWMD shall reimburse SCE for all fees and charges imposed on SCE by the FERC attributable to the service provided under this Agreement, or any amendments thereto.

16. No Dedication of Facilities: Any undertaking by one Party to the other Party under this Agreement shall not constitute the dedication of the electrical system or any portion thereof of the undertaking Party to the public or to the other Party, and it is understood and agreed that any such undertaking by a Party shall cease upon the termination of its obligations hereunder. 17. No Third Party Rights: Unless otherwise specifically provided in this Agreement, the Parties do not intend to create rights in or grant remedies to any third party as a beneficiary of this Agreement or of any duty, covenant, obligation, or undertaking established hereunder. 18. Relationship of Parties: The covenants, obligations, and liabilities of the Parties are intended to be several and not joint or collective, and nothing contained in this Agreement shall ever be construed to create an association, joint venture, trust, or partnership, or to impose a trust or partnership covenant, obligation, or liability on or with regard to either Party. Each Party shall be individually responsible for its own covenants, obligations, and liabilities as provided in this Agreement. Neither Party shall be under the control of or shall be deemed to control the other Party. Neither

Page No. 10

Party shall be the agent of or have a right or power to bind the other Party without such other Party's express written consent. 19. Waivers: Any waiver at any time by either Party of its rights with respect to a default under this Agreement, or with respect to any other matter arising in connection with this Agreement, shall not be deemed a waiver with respect to any other or subsequent default or other matter arising in connection therewith. Any delay, short of any statutory period of limitation, in asserting or enforcing any right, shall not be deemed a waiver of such right. 20. Governing Law: Except as otherwise provided by federal law, this Tariff shall be governed by, and construed in accordance with, the laws of the state of California. 21. Notices: Any notice, demand, or request provided in this Agreement, or served, given, or made in connection with it, shall be made in accordance with Section 6 of the Service Agreement. 22. Severability: In the event that any term, provision, covenant, or condition of this Agreement or the application of any such term, covenant, or condition shall be held invalid as to any person, entity, or circumstance by any court, arbitration, or regulatory authority having jurisdiction, the invalidity of such term, covenant or condition shall not affect the validity of any other term, provision, condition or covenant and such term, provision, covenant or condition shall remain in force and effect as applied to this Agreement to the maximum extent permitted by law. The Parties hereto further agree to negotiate in good faith to establish new and valid terms, conditions and covenants to replace any found invalid so as to place each Party as nearly as possible in the position contemplated by this Agreement. 23. Entire Agreement: This Agreement constitutes the complete and final expression of the agreement between the Parties and is intended as a complete and exclusive statement of the terms of their agreement which supersedes all prior and contemporaneous offers, promises, representations, negotiations, discussions, communications, and other agreements which may have been made in connection with the subject matter of this Agreement. 24. Ambiguities: Ambiguities or uncertainties in the wording of this Agreement shall not be construed for or against any Party, but will be construed in the manner that most accurately reflects the Parties’ intent as of the date they executed this Agreement.

Page No. 11

25. Signature Clause: The signatories hereto represent that they are authorized to enter into this Agreement on behalf of the Party for whom they sign. This Agreement is hereby executed as of the 26th day of June , 2000. SOUTHERN CALIFORNIA EDISON COMPANY By: /s/Richard M. Rosenblum_______________ Name: Richard M. Rosenblum Title: Senior Vice President Riverside County Waste Management Department By: /s/Robert A. Nelson____________________ Name: Robert A. Nelson Title: General Manager-Chief Engineer

Page No. 12

Exhibit A

Interconnection Facilities

Description and Cost*

Description Amount Extend 4th wire, 336 ACSR, approx. 2.2 miles, w/associated insulators and connectors. $41,857 Ground Bank, 3-75 kVA transformers with a 600 A disconnect switch, installed on a 13'-6" overhead pole rack, w/associated tap lines, insulators, and connectors. $31,227 2500 kVA Transformer, 12 kV to 480/277 V, padmounted, with approx. 100' of primary 1/0 Alum. CLP cable and 100' of secondary 700 kcmil, 480V Alum. cable, w/associated connectors, elbows, and terminations. $46,263 Line Extension, 5 poles, 630' of 336 ACSR, conductor, with associated insulators and connectors. $29,793 Total Interconnection Facilities Cost* $149,140 One-Time Costs--Underground Facilities* $11,000 ITCC Tax* $50,708 Total Costs* $210,848 * Subject to revision

Page No. 13

Amount

Actual: 6,200 feet of 336.4 MCM bare ACSR and 6,320 feet of 1/0 awg bare ACSR and miscellaneous material $64,380.47 Five wood poles, 1,500 feet of 336.4 MCM bare ACSR, one O/H airbreak switch 600 amp, 75 feet of 3-1/C 1/0 awg primary cable, six lightning arrestors, three fuseholders, three 75 kVA overhead transformers, one 2500kVA padmount transformer, 620 feet of 4-1/C 3-700 & 1-350 MCM service cable, one 200/5 CT and miscellaneous material. $85,530.93 Total Interconnection Facilities Cost $149,911.40 One-Time Costs – Underground Facilities $0 ITCC Tax (Interconnection Facilities Cost x ITCC) = $50,969.88 Actual Costs $200,881.28 Estimated Costs = $210,848.00 Actual Costs = $200,881.28 Difference = (Refunded to Customer) $9,966.72 Monthly Charge:

Page No. 14

INTERCONNECTION FACILITIES CHARGE

Note: (I 11/14/00 is the In-Service Date

*Attachment J to the WDAT is available at the following link: https://www.sce.com/openaccess

Estimated Actual Customer-

Financed Estimated Customer-

Financed Actual Customer- Financed

Effective Monthly Interconnection Interconnection Interconnection InterconnectionDate Rate for Non- Facilities Cost Charge Based on Facilities Cost Charge Based on

ISO-Controlled Facilities

Estimated Cost Actual Cost

11/14/00 (I) thru

See Section 4.1 of Attachment J

Customer-Financed Monthly Rate for

Customer-FinancedMonthly Rate for

Present to the WDAT* $149,140.00 Non-ISO-Controlled Facilities x

Interconnection Facilities Cost

$149,911.40 Non-ISO-Controlled Facilities x

Interconnection Facilities Cost

Page No. 15

Exhibit B



Between


And

Alta Mesa Power Partners, LLC


Page No. 1


1. This Service Agreement, dated as of the date executed by the Distribution Customer

under Section 7 of this Service Agreement, is entered into, by and between Southern California

Edison Company ("Distribution Provider"), and Alta Mesa Power Partners, LLC ("Distribution

Customer").




deposit in the amount of $26,093.00, in accordance with the provisions

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Washington, DC 20426 Dear Ms. Bose...Central Hudson Gas & Electric Corp., et al., 60 FERC 61,106...

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