EX-10.3.24 42 file034.htm PLANT CONNECTION AGREEMENT


                                                                 EXHIBIT 10.3.24


                           PLANT CONNECTION AGREEMENT
                                     FOR THE
                 SECOND IMPERIAL GEOTHERMAL COMPANY POWER PLANT


                                     BETWEEN


                          IMPERIAL IRRIGATION DISTRICT
                                       AND
                       SECOND IMPERIAL GEOTHERMAL COMPANY



                                TABLE OF CONTENTS


SECTION   TITLE                                                             PAGE
-------   -----
   1      PARTIES                                                            1

   2      RECITALS                                                           1

   3      AGREEMENT                                                          2

   4      DEFINITIONS                                                        2

   5      EFFECTIVE DATE AND TERM                                            3

   6      CONNECTION OF PLANT                                                4

   7      ELECTRIC SERVICE TO PRODUCER                                       4

   8      METERING OF ENERGY DELIVERIES                                      4

   9      PRODUCER'S DELIVERY AND IID ACCEPTANCE                             4

   10     PRODUCER'S GENERAL OBLIGATIONS                                     5

   11     IID'S GENERAL OBLIGATIONS                                          6

   12     BILLING                                                            7

   13     AUTHORIZED REPRESENTATIVES                                         8

   14     METERS                                                             9

   15     CONTINUITY OF SERVICE                                             10

   16     LIABILITY                                                         11

   17     UNCONTROLLABLE FORCES                                             13

   18     INTEGRATION AND AMENDMENTS                                        14

   19     NON-WAIVER                                                        14


                                       i


   20     NO DEDICATION OF FACILITIES                                       14

   21     SUCCESSORS AND ASSIGNS                                            15

   22     EFFECT OF SECTION HEADINGS                                        15

   23     GOVERNING LAW                                                     15

   24     ARBITRATION                                                       16

   25     ENTIRE AGREEMENT                                                  18

   26     NOTICES                                                           18

   27     SEVERAL OBLIGATIONS                                               19

   28     SIGNATURE CLAUSE                                                  19


ATTACHMENTS
-----------

EXHIBIT "A" - RATE SCHEDULES GL AND A2

EXHIBIT "B" - METERING ONE-LINE DIAGRAM


                                       ii


1.   PARTIES

     The parties to this Agreement are IMPERIAL IRRIGATION DISTRICT ("IID"),
organized under the Water Code of the State of California and SECOND IMPERIAL
GEOTHERMAL COMPANY ("Producer"), hereinafter referred to individually as
"Party", and collectively as "Parties".

2.   RECITALS

          2.1 Producer intends to construct and operate, as owner or lessee, a
geothermal generating facility with a maximum 33.0 megawatt net operating
capacity at the Heber KGRA, Imperial County, California, and to sell the Plant
electrical output to Southern California Edison Company ("SCE").

          2.2 SCE has entered into the Power Purchase Agreement dated April 16,
1985, ("Purchase Agreement") with Producer, to purchase all the electrical
output from the Plant.

          2.3 SCE and Producer agree that the terms and conditions regarding
transmission of the Plant's Energy to an IID/SCE point of interconnection shall
be pursuant to a Transmission Service Agreement to be entered into between IID
and Producer.

          2.4 Since the Plant will be built in the IID service territory, it
will be convenient to connect the Plant to the IID electric system.

     Producer hereby grants the IID the right to enter the Plant site for any
reasonable purposes connected with this Agreement, by previous arrangements with
the



Plant manager. Those reasonable purposes include maintenance and repairs to IID
equipment in Producer's facilities, observing tests of said facilities, reading
of kilowatt-hour meters, and the like.

          2.5 Producer desires to purchase and IID desires to sell the
electrical energy necessary to satisfy their operation and maintenance power
consumption requirements of the Plant for the life of the Plant that is not
normally generated by the Plant itself, or portable generating equipment.

          2.6 The Parties desire, by means of this Agreement, to interconnect
the Plant to the IID electrical system and to establish the terms, conditions
and obligations of the Parties relating to such interconnection.

3.   AGREEMENT

     The Parties agree as follows:

4.   DEFINITIONS

          4.1 Agreement. This Plant Connection Agreement between IID and
Producer, and all Exhibits hereto, as may be amended from time to time.

          4.2 Authorized Representative: The representative of a Party
designated in accordance with Section 13.

          4.3 Energy: Electric energy in excess of Producer's electric energy
requirements, expressed in kilowatt-hours, generated by the Plant and measured
and delivered to the Point of Delivery.


                                       2


          4.4 Operation Date: The day on which the Plant Energy is first
accepted by IID for delivery to SCE.

          4.5 Plant: A maximum of 33.0 MW net operating capacity geothermal
facility operated by Producer, as owner or lessee, including all associated
equipment and improvements necessary for generating electric energy and
transmitting it to the high voltage side of the power transformer.

          4.6 Point of Delivery: The point on the high voltage side of
Producer's switchyard when IID's metering equipment measures the delivery of
Energy to the IID system as shown on Exhibit "B".

          4.7 System Emergency: A condition on IID's system which is likely to
result in imminent significant disruption of service to customers or is
imminently likely to endanger life or property.

5.   EFFECTIVE DATE AND TERM

     This Agreement shall become effective upon the Operation Date of the Plant,
and shall remain in effect until the earlier of (i) thirty years after the plant
achieves firm operation as such term is defined in Section 2.17 of the Power
Purchase Contract dated April 16th, 1985 between Second Imperial Geothermal
Company and Southern California Edison Company, or (ii) thirty six (36) months
from the date the Plant has ceased to operate at the option of IID. It is
understood that if the Operation Date does not occur within five (5) years after
the date this Agreement was executed, this Agreement shall be of no force or
effect.


                                       3


6.   CONNECTION OF PLANT

          6.1 Producer may electrically connect its Plant, in accordance with
the provisions of this Agreement, so that it can operate in parallel with the
IID electric system. Parallel operation will not commence until IID has
inspected and approved the interconnection facilities and operational
procedures.

          6.2 Notwithstanding the provision that Producer has furnished the high
voltage switchyard complete, including the high voltage oil circuit breakers and
disconnect switches, the control of the high voltage oil circuit breakers and
disconnect switches shall be under the control of the IID dispatcher.

7.   ELECTRIC SERVICE TO PRODUCER

     IID shall provide electric service to Producer pursuant to Section 12.

8.   METERING OF ENERGY DELIVERIES

     Metering for electric service to Producer and for energy deliveries by
Producer to IID for delivery to SCE shall be at the Point of Delivery as shown
on Exhibit "B." Four meters shall be installed which shall measure and record
flows in each direction as shown on Exhibit "B."

9.   PRODUCER'S DELIVERY AND IID ACCEPTANCE OF ENERGY FROM PLANT

     Whenever electric output from the Plant exceeds Producer's power
requirements, Producer shall deliver all such excess output to IID for delivery
to SCE and IID shall accept such output for delivery to SCE and deliver such
output to SCE pursuant to a transmission service agreement to be entered into
between Producer and IID.


                                       4


10.  PRODUCER' S GENERAL OBLIGATIONS

     Producer shall:

          10.1 Operate the Plant in a manner consistent with applicable electric
utility industry standards, good engineering practice, and without degradation
of quality or reliability of service to IID customers.

          10.2 Deliver the Plant's net electrical output to IID for the account
of SCE at the Point of Delivery.

          10.3 Each Party shall provide the reactive kilovolt-ampere (KVA)
requirements of its own system so that there will be no interchange of reactive
KVA between systems. The Parties shall cooperate to control the flow of reactive
KVA to prevent the introduction of objectionable operating conditions on the
system of either Party.

          10.4 Coordinate, to the greatest extent practicable, major overhaul
and inspection outages of the Plant with IID.

          10.5 Give IID a written schedule on or before June 1, and December 1,
each year of the estimated amounts and rates of delivery of energy to be
delivered to IID for the account of SCE at the Point of Delivery during each
month of the succeeding twelve-month (12) period commencing July 1, and January
1.

          10.6 Give IID a written schedule on or before the fifteenth (15th) day
of each month of the estimated amounts and rates of delivery of energy to be
delivered to


                                        5


IID for the account of SCE at the Point of Delivery during each day of the
succeeding calendar month.

          10.7 Give IID a schedule on or before 12:01 p.m. on Tuesday of each
seven-day (7) period of the estimated amounts and rates of delivery of energy to
be delivered to IID for the account of SCE at the Point of Delivery during each
hour of the succeeding seven-day (7) period commencing at 12:01 a.m. on the
following Monday; provided, however, that if any changes in the hourly
deliveries so scheduled become necessary, Producer shall notify IID of such
changes as far in advance as possible.

          10.8 Provide IID any reasonable rights-of-way and access required for
testing and reading of meters by previous arrangement with the Plant manager.

          10.9 Carry out the directions of the Authorized Representatives with
respect to the matters set forth in this Agreement.

11.  IID'S GENERAL OBLIGATIONS

     IID shall:

          11.1 Design, acquire, construct, operate and maintain, or cause to be
designed, acquired, constructed, operated and maintained, and shall own, a
connecting transmission line between IID's transmission system and the Plant.
Following the completion of such line, IID may bill and Producer shall pay IID's
costs of designing, acquiring and constructing such line. Producer shall have
the right to audit IID's records and accounts to verify the cost of such line.


                                       6


          11.2 Accept the Plant's net electrical output for the account of SCE
at the Point of Delivery and simultaneously deliver an equal amount of electric
energy (less applicable transmission losses) to the SCE system at IID/SCE
point(s) of interconnection.

          11.3 Coordinate, to the greatest extent practicable, major overhaul
and inspection outages of IID transmission facilities with Producer and notify
Producer of any changes as far in advance as possible.

          11.4 Carry out the directions of the Authorized Representative with
respect to the matters set forth in this Agreement.

          11.5 Operate its system in a manner consistent with applicable utility
industry standards and good engineering practices.

12.  BILLING

          12.1 IID shall read the meters monthly according to its regular meter
reading schedule beginning no more than thirty (30) days after the date that
electric energy is first supplied to Producer. IID monthly shall send Producer
within ten (10) working days after the meter is read a bill for electric
service. Producer shall pay IID the total amount billed within thirty (30) days
of receipt of the bill.

          12.2 IID shall bill Producer for Producer's consumption of energy from
IID's resources in accordance with Rate Schedule GL or Rate Schedule A-2, as
applicable, as it may be revised from time to time. Copies of current Rate
Schedule GL and current Rate Schedule A-2 are attached as Exhibit "A."


                                       7


          12.3 If Producer disputes a bill, payment shall be made as if no
dispute existed pending resolution of the dispute by the Authorized
Representatives. If the bill is determined to be in error, the disputed amount
shall be refunded by IID including interest at the rate of one and one-half
percent (1 1/2%) per month, compounded monthly, from the date of payment to the
date the refund check or adjusted bill is mailed.

13.  AUTHORIZED REPRESENTATIVES

          13.1 Within thirty (30) days after the date this Agreement is signed,
each Party shall designate, by written notice to the other Party, an Authorized
Representative who is authorized to act in its behalf in the implementation of
this Agreement and with respect to those matters contained herein which are the
functions and responsibilities for the Authorized Representatives. Either Party
may, at any time, change the designation of its Authorized Representative by
written notice to the other Party.

          13.2 IID's Authorized Representative shall develop detailed written
procedures necessary and convenient to administer this Agreement within six (6)
months after the date signed. Such procedures shall be submitted to Producer's
Authorized Representative for review, comment, discussion and concurrence before
they are put into effect. Such procedures shall include, without limitation: (i)
communication between Producer and IID's electric system dispatcher with regard
to daily operating matters, (ii) billing and payments, (iii) specified equipment
tests, and (iv) operating matters which affect or may affect quality and
reliability of service to electric customers and continuity of deliveries to
SCE.


                                       8


          13.3 The Authorized Representative shall have no authority to modify
any of the provisions of this Agreement.

14.  METERS

          14.1 All meters shall be sealed and the seal shall be broken only upon
occasions when the meters are to be inspected, tested or adjusted.

          14.2 IID shall inspect and test all meters upon their installation and
at least once every year thereafter. If requested to do so by Producer, IID
shall inspect or test a meter more frequently than every year, but the expense
of such inspection or test shall be paid by Producer unless the meter is found
to register inaccurately by more than two percent (2%) from the measurement made
by a standard meter. Each Party shall give reasonable notice to the other Party
of the time when any inspection or test shall take place and that Party may have
representatives, present at the test or inspection. If a meter is found to be
inaccurate or defective, it shall be adjusted, repaired or replaced in order to
provide accurate metering. All adjustments due to inaccurate meters shall be
limited to the preceding six (6) months.

          14.3 If a meter fails to register, or if the measurement made by a
meter during a test varies by more than two percent (2%) from the measurement
made by the standard meter used in the test, adjustment shall be made correcting
all measurements made by the inaccurate meter for:

          (i)  the actual period during which inaccurate measurements were made,
               if the period can be determined, or if not,


                                        9


          (ii) the period immediately preceding the test of the meter equal to
               one-half (1/2) the time from the date of the last previous test
               of the meter; provided, however, that the period covered by the
               correction shall not exceed six (6) months;

          14.4 Producer shall telemeter information to IID's Dispatch Center
regarding the kilowatts, kilowatt-hours, kilovars and kilovar-hours delivered to
or received from IID at the Point of Delivery over phone line leased by
Producer.

     IID shall purchase, own, and shall design, install, operate, maintain, or
cause to be designed, installed, operated, and maintained, equipment to
automatically transmit from the Plant to IID's Dispatch Center continuous values
of Plant output expressed as megawatts, megavars and megawatt-hours. IID may
thereupon bill and Producer shall promptly pay IID's cost of design, purchase
and installation of said equipment. Producer shall have the right to audit IID's
records and accounts to verify the cost of said equipment.

15.  CONTINUITY OF SERVICE

     IID shall not be obligated to accept and IID may require Producer to
temporarily curtail, interrupt or reduce deliveries of energy upon advance
notice to Producer, when such curtailment, interruption or reduction is required
in order for IID to construct, install, maintain, repair, replace, remove,
investigate or inspect any of its equipment or any part of its system or if IID
determines that such curtailment, interruption or reduction is necessary because
of a System Emergency, forced outages or


                                       10


abnormal operating conditions on its system. IID shall use reasonable efforts to
keep interruptions and curtailments to a minimum time.

16.  LIABILITY

          16.1 Except for any loss, damage, claim, costs, charge or expense
resulting from Willful Action, neither Party (the "released Party"), its
directors or other governing body, officers or employees shall be liable to the
other Party for any loss, damage, claim, cost, charge, or expense of any kind or
nature incurred by the other Party (including direct, indirect or consequential
loss, damage, claim, cost, charge or expense; and whether or not resulting from
the negligence of a Party, its directors or other governing body, officers,
employees or any person or entity whose negligence would be imputed to a Party)
from engineering, repair, supervision, inspection, testing, protection,
operation, maintenance, replacement, reconstruction, use or ownership of the
released Party's electrical system, Plant(s) or associated facilities in
connection with the implementation of this Agreement. Except for any loss,
damage, claim, cost, charge or expense resulting from Willful Action, each Party
releases the other Party, its directors or other governing body, officers and
employees from any such liability.

          16.2 For the purpose of this Section 16, Willful Action shall be
defined as action taken or not taken by a Party at the direction of its
directors or other governing body, officers or employees having management or
administrative responsibility affecting its performance under this Agreement, as
follows:


                                       11



               16.2.1 Action which is knowingly or intentionally taken or not
taken with conscious indifference to the consequences thereof or with intent
that injury or damage would result or would probably result therefrom.

               16.2.2 Action which has been determined by final arbitration
award or final judgment or judicial decree to be a material default under this
Agreement and which occurs or continues beyond the time specified in such
arbitration award or judgment or judicial decree for curing such default or, if
no time to cure is specified therein, occurs or continues thereafter beyond a
reasonable time to cure such default.

               16.2.3 Action which is knowingly or intentionally taken or not
taken with the knowledge that such action taken or not taken is a material
default under this Agreement.

          16.3 Willful Action does not include any act or failure to act which
is merely involuntary, accidental or negligent.

          16.4 The phrase "employees having management or administrative
responsibility," as used in Section 16.2, means the employees of a Party who are
responsible for one or more of the executive functions of planning, organizing,
coordinating, directing, controlling and supervising such Party's performance
under this Agreement with responsibility for results.

          16.5 Subject to the foregoing provisions of this Section 16, each
Party agrees to defend, indemnify and save harmless the other Party, its
officers, agents, or employees against all losses, claims, demands, costs or
expenses for loss of or damage to


                                       12


property, or injury or death of persons, which directly or indirectly arise out
of the indemnifying Party's performance pursuant to this Agreement; provided,
however, that a Party shall be solely responsible for any such losses, claims,
demands, costs or expenses which result from its sole negligence or Willful
Action.

17.  UNCONTROLLABLE FORCES

     Neither Party shall be considered to be in default in the performance of
any of its obligations under this Agreement when a failure of performance shall
be due to an uncontrollable force. The term "uncontrollable force" shall mean
any cause beyond the control of the Party affected including, but not restricted
to, failure of or threat of failure of facilities which have been maintained in
accordance with generally-accepted engineering and operating practices in the
electrical utility industry, flood, drought, earthquake, tornado, storm fire,
pestilence, lightning and other natural catastrophes, epidemic, war, riot, civil
disturbance or disobedience, strike, labor dispute, labor or material shortage,
sabotage, government priorities and restraint by court order or public authority
(whether valid or invalid) and actions or nonaction by or inability to obtain or
keep the necessary authorizations or approvals from any governmental agency or
authority, which by exercise of due diligence such Party could not reasonably
have been expected to avoid and which by exercise of due diligence it has been
unable to overcome. Nothing contained herein shall be construed as to require a
Party to settle any strike or labor dispute in which it may be involved. Either
Party rendered unable to fulfill any of its obligations under this Agreement by
reason of an uncontrollable force shall give


                                       13


prompt written notice of such fact to the other Party and shall exercise due
diligence to remove such inability with all reasonable dispatch.

18.  INTEGRATION AND AMENDMENTS

     This Agreement constitutes the entire agreement between the Parties
relating to the interconnection of Producer's Plant to IID's electric system,
the acceptance of energy by IID from Producer and the providing of electric
service by IID. No oral agreement or prior written agreement between the Parties
shall be of any effect whatsoever; provided, however, that any arrangements
agreed upon by the Authorized Representatives within the limits of their
authority, and consistent with this Agreement shall be binding upon the Parties.
All changes to this Agreement shall be in writing and shall be signed by an
officer of each Party.

19.  NON-WAIVER

     None of the provisions of this Agreement shall be considered waived by
either Party except when such waiver is given in writing. The failure of either
Party to insist in any one or more instances upon strict performance of any of
the provisions of this Agreement or to take advantage of any of its rights
hereunder shall not be construed as a waiver of any such provisions or the
relinquishment of any such rights for the future; but the same shall continue
and remain in full force and effect.

20.  NO DEDICATION OF FACILITIES

     Any undertaking by one Party to the other Party under any provision of this
Agreement shall not constitute the dedication of the system or any portion
thereof by the


                                       14


Party to the public or to the other Party, and it is understood and agreed that
any such undertaking under any provision of this Agreement by a Party shall
cease upon the termination of its obligations hereunder.

21.  SUCCESSORS AND ASSIGNS

          21.1 This Agreement shall be binding upon and inure to the benefit of
the respective successors and assigns of the Parties.

          21.2 This Agreement may be assigned by Producer only (i) to a
purchaser or co-owner of the Plant or to a person who will operate the Plant
pursuant to a contract or other arrangement with such purchaser and in either
case with the prior written consent of IID (which shall not be unreasonably
withheld) or (ii) for security purposes, to a bank or other entity which
provides financing for the Plant or any electrical transmission facilities
associated therewith. Producer and IID agree that nothing in this Section 21.2
may be amended, modified or waived without the prior written consent of each and
every Party to the Funding and Construction Agreement (except for any Parties in
default thereunder.)

22.  EFFECT OF SECTION HEADINGS

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

23.  GOVERNING LAW

     This Agreement shall be interpreted, governed and construed under the laws
of the State of California or the laws of the United States as applicable.


                                       15


24.  ARBITRATION

          24.1 Any dispute arising out of or relating to this Agreement, or the
breach thereof, which is not resolved by the Parties acting through their
Authorized Representatives shall be settled by arbitration to the extent
permitted by the laws applicable to the Parties; provided, however, that no
Party to the dispute shall be bound to any greater extent than any other Party
to the dispute. Arbitration shall not apply to any dispute or matter that is
within the jurisdiction of any regulatory agency.

          24.2 Any demand for arbitration shall be made by written notice to the
other Party setting forth in adequate detail the nature of the dispute, the
issues to be arbitrated, the amount or amounts, if any involved in the dispute,
and the remedy sought. Within twenty (20) days from the receipt of such notice,
the other Party may submit its own written statement of the dispute and may set
forth in adequate detail any additional related matters or issues to be
arbitrated.

          24.3 Within thirty (30) days after delivery of the written notice
demanding arbitration, the Parties acting through their Authorized
Representatives shall meet for the purpose of selecting an arbitrator. The
Parties may agree upon a single arbitrator, but in the event that they cannot
agree, three arbitrators shall be used. Each Party shall designate one
arbitrator, and the two arbitrators shall then select a third arbitrator. All
arbitrators shall be persons skilled and experienced in the field in which the
dispute has arisen and no person shall be eligible for appointment as an
arbitrator who is or has been an officer or employee of either of the Parties or
otherwise interested in the


                                       16


matter to be arbitrated. Should either party refuse or neglect to appoint an
arbitrator or to furnish the arbitrators with any papers or information
demanded, the arbitrators are empowered, by both Parties, to proceed without the
participation or assistance of that Party.

          24.4 Except as otherwise provided in this Section, the arbitration
shall be governed by the rules and practices of the American Arbitration
Association, or a similar organization if the American Arbitration Association
should not at the time exist.

          24.5 Arbitration proceedings shall be held in Imperial, California, at
a time and place to be selected by the arbitrators. The arbitrators shall hear
evidence submitted by the Parties and may call for additional information which
shall be furnished by the Party having such information. The arbitrators shall
have no authority to call for information not related to the issues included in
the dispute or to determine other issues not, in dispute.

          24.6 If there is only one arbitrator, his decision shall be binding
and conclusive on the Parties. If there are three arbitrators, the decision of
any two shall be binding and conclusive. The decision of the arbitrators shall
contain findings regarding the issues involved in the dispute, including the
merits of the positions of the Parties, the materiality of any default, and the
remedy or relief to which a Party shall be entitled. The arbitrators may not
grant any remedy or relief which is inconsistent with this Agreement, nor shall
the arbitrators make findings or decide issues not in dispute.


                                       17


          24.7 The fees and expenses of the arbitrators shall be shared equally
by the Parties, unless the decision of the arbitrator specifies some other
apportionment. All other expenses and costs of the arbitration shall be borne by
the Party incurring such expenses and costs.

          24.8 Any decision or award granted by the arbitrators shall be final
and judgement may be entered on it in any court of competent jurisdiction. This
agreement to arbitrate shall be specifically enforceable.

25.  ENTIRE AGREEMENT

          25.1. The complete agreement of the Parties is set forth in this
Agreement and all communications regarding subject interconnected operations
whether oral or written, are hereby abrogated and withdrawn.

26.  NOTICES

     Any formal communication or notice in connection with this Agreement shall
be in writing and shall be deemed properly given if delivered in person or sent
first class mail, postage prepaid to the person specified below:

     SECOND IMPERIAL GEOTHERMAL COMPANY
     343 Second Street, Suite N
     Los Altos, CA 94022

     IMPERIAL IRRIGATION DISTRICT
     c/o General Manager
     P.O.  Box 937
     Imperial, California 92251


                                       18


27.  SEVERAL OBLIGATIONS

     Except where specifically stated in this Agreement to be otherwise, the
duties, obligations and liabilities of the Parties are intended to be several
and not joint or collective. Nothing contained in this Agreement shall ever be
construed to create an association, trust, partnership, or joint venture, or
impose a trust or partnership duty, obligation or liability on or with regard to
either Party. Each Party shall be individually and severally liable for its own
obligations under this Agreement.

28.  SIGNATURE CLAUSE

     The Parties have caused this Agreement to be executed in their respective
names, in duplicate, by their respective officers hereunto this 27th day of
October, 1992.


                                       SECOND IMPERIAL GEOTHERMAL COMPANY

                                       By:/s/ James W. Porter Jr.
                                          --------------------------------------

ATTEST:

By: /s/ Indecipherable
    ----------------------------------
              Secretary

                                       IMPERIAL IRRIGATION DISTRICT

                                       By: /s/ Indecipherable
                                          --------------------------------------
                                          President, Board of Directors

ATTEST:

By: /s/ Indecipherable
    ----------------------------------
              Secretary


                                       19



                                  EXHIBIT "A"

IMPERIAL IRRIGATION DISTRICT
     Imperial, California

                                  SCHEDULE A-2
                        GENERAL WHOLESALE POWER SERVICE

APPLICABILITY

     Applicable to general wholesale power service for industrial, commercial
     and agricultural purposes, subject to special conditions hereinafter
     stated.

     Applicable to standby or breakdown service where the entire electric power
     requirements on the customer's premises are not regularly supplied by the
     District.

MONTHLY RATE

     The monthly rate shall be the sum of A, B, C, D and E.

     A.   Demand Charge ........ $2.52 per kilowatt of Billing Demand

     B.   Energy Charge ........  5.60 CENTS per kwh.

     C.   Energy Cost Adjustment -

          The amount computed in accordance with Schedule ECA.

     D.   System Development Rate -

          The amount computed by multiplying the System Development Rate by the
          total kwh.

     E.   Power Factor Adjustment -

          A charge of $0.25 per kilovar of reactive demand as measured by the
          incoming kilovar demand meter for each kilovar in excess of .60 times
          the kilowatt demand measured and supplied by the District.

MINIMUM CHARGE

     The minimum charge shall be the demand charge, but in no case shall the
     minimum charge be less than the demand charge (A) multiplied by 75% of the
     highest maximum demand established in the preceding 11 months.

SPECIAL CONDITIONS

     (a)  Voltage: This schedule applies to service rendered at a transmission
          voltage of 34.5-kV or above. It shall be the responsibility of the
          customer to furnish transformation to any other voltages required.


                                                                Page 1 of 2
Board Resolution                                                Date Effective
January 31, 1991                                                February 1, 1991



IMPERIAL IRRIGATION DISTRICT
     Imperial, California

                                  Schedule A-2
                         GENERAL WHOLESALE POWER SERVICE
                                   (Continued)

     (b)  Billing Demand: The billing demand shall be the kilowatts of measured
          maximum demand but in no case less than 75 percent of the highest
          maximum demand established in the preceding 11 months.

          The measured maximum demand in any month will be the average kilowatt
          delivery indicated or recorded by the District's demand meter in the
          15-minute interval in which such delivery is greater than any other
          15-minute interval. In case the load is intermittent or subject to
          violent fluctuations, the District may base the demand upon a 5-minute
          interval instead of a 15-minute interval.

     (c)  A minimum connected load of 5000 kw shall be required.

     (d)  Parallel Operation: A customer may operate its generating plant in
          parallel with the District's system if such customer installs and
          operates such control and protective equipment as required by the
          District.

     (e)  Metering: The District will provide the normal metering equipment for
          the size and type of load served. Additional metering which may be
          required by the District shall be furnished by the customer and tested
          in accordance with requirements of the District. Meters shall not
          allow reverse registration.

     (f)  Regulations Governing Sale of Electric Energy: Service under this rate
          schedule is subject to the District's Regulations Governing the Sale
          of Electric Energy.


                                                                Page 2 of 2
Board Resolution                                                Date Effective
January 31, 1991                                                February 1, 1991



                                   EXHIBIT "A"

IMPERIAL IRRIGATION DISTRICT
    Imperial, California

                                   SCHEDULE GL
                              LARGE GENERAL SERVICE

APPLICABILITY

     Applicable to general service having a demand of 100 kilowatts or higher.
Not applicable for standby, supplemental or resale service.

MONTHLY RATE

     The monthly rate shall be the sum of A, B, C and D.

     A.   Demand Charge ................. $2.65 per kilowatt of Billing Demand

     B.   Energy Charge .................  5.90 CENTS per kwh

     C.   Energy Cost Adjustment -

          The amount computed in accordance with Schedule ECA.

     D.   System Development Rate -

          The amount computed by multiplying the System Development Rate by the
          total kwh.

SPECIAL CONDITIONS

     (a)  Voltage: Service under this schedule normally will be supplied at
          standard voltage available at the location. Where 240-volt three-phase
          power is to be combined with single-phase, and 4-wire service is
          available, service will be supplied through one meter. In 240-volt
          areas, where, as determined by District, it is not practical to
          provide a 4-wire service, such single-phase and three-phase service
          will be supplied and metered separately, the meter readings, both kwh
          and demands, being combined for the purpose of computing charges on
          this schedule. Where service is taken at 480-volts or higher, a
          three-phase service at one voltage only will be supplied.

     (b)  Billing Demand: The billing demand shall be the higher of (i) the
          highest 15-minute integrated or thermal kilowatt demand measured
          during the billing period, or (ii) 50% of highest demand measured
          during the five summer months (May-September) of the 12-months ending
          with the current month, or (iii) 20% of the highest measured demand
          during the seven winter months (October-April) of the 12-months ending
          with the current month, or (iv) the demand specified in a contract, or
          (v) 50 kilowatts.


                                                                Page 1 of 2
Board Resolution                                                Date Effective
January 31, 1991                                                February 1, 1991



IMPERIAL IRRIGATION DISTRICT
    Imperial, California

                                   SCHEDULE GL
                              LARGE GENERAL SERVICE
                                   (Continued)

          When the monthly demand exceeds 100 KW in any billing month, billing
          will be under Rate Schedule GL, and thereafter continue under Rate
          Schedule GL until monthly demands have been less than 100 KW for a
          period of twelve consecutive months.

     (c)  Seasonal Loads: When any customer disconnects service and resumes
          service within 12-months from date of last disconnection, the
          customer will be required to pay all charges which would have been
          billed if the customer had not been disconnected.

     (d)  Wind Machines: Wind machines for frost protection may be served under
          this schedule provided the load will be limited to existing unused
          capacity of lines and substations as determined by the District.
          Provisions (ii), (iii) and (v) of (b) shall not apply to wind
          machines.

     (e)  Vacuum Cooling Loads: Portable vacuum cooling loads will be served on
          existing facilities where adequate capacity is available provided the
          customer pays any up-and-down cost necessary to provide service and
          deposits a nonrefundable amount equal to the minimum charge for the
          succeeding 12-month period. One twelfth of such deposit will be
          applied or prorated to any monthly billing during the l2-month period.

     (f)  Regulations Governing Sale of Electric Energy: Service under this rate
          schedule is subject to the District's Regulations Governing the Sale
          of Electric Energy.


                                                                Page 2 of 2
Board Resolution                                                Date Effective
January 31, 1991                                                February 1, 1991



                                    Exhibit B

 [Graphic: Simplified Switch Connection Diagram of Imperial Irrigation District
                     to Second Imperial Geothermal Company]


                                        8



                            HEBER SIGC POWER PROJECT

                                    EXHIBIT H

                                   Attachment

                                    11/24/92

Please attach this to Exhibit H - Plant Connection Agreement



                                   EXHIBIT I

               DEVELOPMENTS AND METHODOLOGIES FOR THE TRANSMISSION

             AND SUBTRANSMISSION SERVICE CHARGES AND SCHEDULING FEE

EXHIBIT I.A

DEVELOPMENT AND METHODOLOGY FOR THE 92-KV, 161-KV AND 230-KV TRANSMISSION
SERVICE CHARGE

EXHIBIT I.B

METHODOLOGY FOR THE 34.5-KV SUBTRANSMISSION SERVICE CHARGE

EXHIBIT I.C

METHODOLOGY AND CALCULATION OF SCHEDULING FEE


                                      EI-1



                                  EXHIBIT I.A

                          DEVELOPMENT AND METHODOLOGY

                FOR THE 92-161-230-KV TRANSMISSION SERVICE CHARGE

EI.A-1 DEVELOPMENT

Plant Investment

   Transmission @ 12-31-83:
      OC (2).....................................................   $ 20,700,415
      RCN (3)....................................................   $ 88,300,000

Adjusted Investment

   Weighted Plant (4)............................................   $ 40,980,291
   Transmission Plant Additions (1984-1991) (9)..................   $ 86,825,654
   Transmission Credit to Rate Base through 12-31-90.............   $  9,950,621
   Transmission Credit to Rate Base During 1991
      $5,645,726 x 600-40
                   ------
                     600.........................................   $  5,269,344
   General Plant (Allocated) (5).................................   $  3,937,700
   M&S (Allocated) (6)...........................................   $  4,160,284
                                                                    ------------

      Total Adjusted Investment (TAI)............................   $151,123,894

Annual Cost

   Fixed Cost @ 9.694% X TAI (1).................................   $ 14,649,950
   Transmission O&M (Allocated) (7)..............................   $  1,930,022
   A&G (Allocated) (8)...........................................   $  l,527,049
                                                                    ------------

      Total Annual Cost..........................................   $ 18,107,021

   Annual Peak Load (KW) (Includes Wheeling of 492,000 KW).......      1,009,000
   Cost per KW per Year..........................................   $      17.95
   Cost per KW per Month.........................................   $       1.50


                                      EI-2



EI.A-2 METHODOLOGY

(1)  Fixed cost @ 9.694% based on 6.897% interest rate, 33-year amortization and
     1.25 coverage. This rate is based on the average interest rate for the year
     1991 as obtained from the "Merrill Lynch 500 Municipal Bond Index Power."

(2)  OC = Original Cost; see under Total Original Cost, EI-7

(3)  RCN = Reproduction Cost New; see under "Total RCN," EI-7

(4)  Weighted Plant = 70% OC + 30% RCN

(5)  General Plant (Allocated) =

          General Plant x     Transmission O&M (Allocated) + Dispatching
                          --------------------------------------------------
                                  (Production O&M Excluding Fuel) +
                               (Distribution O&M) + (Transmission O&M)
                          + (Customer Accounting & Services) + (Dispatching)

     = $27,736,022 x                   $1,930,022 - $714,354
                     --------------------------------------------------------
                     $6,160,517 -$7,153,105 +$2,018,790 +$2,579,455 +$714,350

     = $27,736,022 x $ 2,644,376 = $ 3,937,700
                     -----------
                     $18,626,221

(6)  M&S (Allocated) = M&S x    Transmission OC
                             --------------------
                             Total Electric Plant

                     = $11,638,051 x $165,436,326
                                     ------------
                                     $462,794,466

                     = $ 4,160,284


                                      EI-3



EI.A-2 (Continued)

(7)  Transmission O&M (Allocated) =

          Transmission O&M x      Transmission OC
                             ------------------------
                             Total Transmission Plant

          = $2,018,790 x $165,436,326
                         ------------
                         $173,045,273

          = $1,930,022

(8)  A&G (Allocated) = A&G x    Transmission O&M (Allocated) + Dispatching
                             ------------------------------------------------
                             (Production O&M Excluding Fuel) + (Distribution
                              of _____ + (Transmission O&M) + (Dispatching) +
                                      (Customer Accounting and Services)

          = $10,756,097 x $ 2,644,376
                          -----------
                          $18,626,221

          = $1,527,049

(9)  IID Transmission Plant Additions:

        1984:    $ 4,430,251

        1985:    $ 1,613,927

        1986:    $30,826,399

        1987:    $ 2,925,708

        1988:    $ 3,090,073

        1989:    $13,835,199

        1990:    $20,272,548

        1991:    $ 9,831,549
        ------   -----------
        TOTAL:   $86,825,654


                                      EI-4



--------------------
IID-EDISON
Transmission Service
Agreement for
Alternative Energy
Resources
--------------------

                          IMPERIAL IRRIGATION DISTRICT
                            ELECTRIC PLANT INVESTMENT
                                DECEMBER 31, 1991

                                         Original    Reserved for   Depreciated
                                           Cost      Depreciation      Value
                                       ------------  ------------  ------------
Production Plant:
Steam                                  $ 30,278,622  $ 23,851,041  $  6,427,581
Hydro                                    51,246,414    20,741,676    30,504,738
Diesel                                        5,071            --         5,071
Gas turbines                             21,098,788     9,584,036    11,514,752
                                       ------------  ------------  ------------
   Total production plant               102,628,895    54,176,753    48,452,142
                                       ------------  ------------  ------------

Transmission Plant:
Transmission                            165,436,326    31,203,205   134,233,121
Subtransmission                           7,608,947     2,969,309     4,639,638
                                       ------------  ------------  ------------
   Total transmission plant             173,045,273    34,172,514   138,872,759
                                       ------------  ------------  ------------

Distribution Plant:
Land and land rights                        589,504                     589,504
Structures and improvements               4,736,127       872,005     3,864,122
Station equipment                        40,863,687     9,506,020    31,357,667
Poles, towers and fixtures               23,625,121     6,834,162    16,790,959
Overhead conductors and devices          19,256,219     7,719,708    11,536,511
Underground conduit                       1,161,303       229,200       932,103
Underground conductors and devices       22,138,225     3,028,074    19,110,151
Line transformers                        27,274,739    10,176,621    17,098,118
Services                                  6,896,965     2,974,220     3,922,745
Meters                                    7,981,467     2,794,026     5,187,441
Street lighting and signal system         3,414,932     1,627,564     1,787,368
                                       ------------  ------------  ------------
   Total distribution plant             157,938,289    45,761,600   112,176,689
                                       ------------  ------------  ------------

General plant                            27,736,022     4,531,366    23,204,656

Intangible plant                             49,379                      49,379

Donations in aid of construction -
   P.W.A. Grant                                         2,080,920    (2,080,920)

Contributions in aid of construction                    1,590,228    (1,590,228)
                                       ------------  ------------  ------------
   Total electric plant in service      461,397,858   142,313,381   319,084,477
                                       ------------  ------------  ------------

Electric plant acquisition adjustment       719,334       719,334

Electric plant held for future use          577,274       371,130       306,144
                                       ------------  ------------  ------------
   Total electric plant                $462,794,466  $143,403,845  $319,390,621
                                       ============  ============  ============

Materials and supplies                 $ 11,638,051
                                       ============

__ Deductions


ELECTRIC. INV                         EI-5



                                     SUMMARY
                     POWER OPERATION AND MAINTENANCE EXPENSE
                                      1991

                                                  ------------------------------
                                                  IID-EDISON
                                                  Transmission Service Agreement
                                                  for Alternate Energy Resources
                                                  ------------------------------



                                Fuel and
                               Purchased       Other
                                 Power       Operation   Maintenance      Other          Total
                              -----------   ----------   -----------   -----------   ------------

PRODUCTION

Steam Generation
   El Centro Steam Plant      $10,488,112   $1,560,070   $ 2,044,057   $             $ 14,092,239

Hydraulic Generation
   AAC Drops                                   887,469     1,094,339   $ 6,160,517      1,981,808
   Other                                                     107,756                      107,756

Other Generation                  338,815      119,035       347,791                      805,641

Purchased Power                61,059,300                                              61,059,300

Other Production Expense                       739,354                                    739,354
                              -----------   ----------   -----------   -----------   ------------

   Total Production Expense    71,886,227    3,305,928     3,593,943                   78,786,098

Transmission Plant                             554,279     1,464,511                    2,018,790

Distribution                                 1,870,803     5,282,302                    7,153,105

Customer Accounting                                                      2,579,455      2,579,455

General & Administrative                                                10,756,097     10,756,097
                              -----------   ----------   -----------   -----------   ------------

   Total Power O & M          $71,886,227   $5,731,010   $10,340,756   $13,335,552   $101,293,545
                              ===========   ==========   ===========   ===========   ============

POWEROM.EXP


                                      EI-6



                          ____________________________
                        REPRODUCTION COST ______________

                         (Costs In Millions Of Dollars)

IID Edison Transmission
Service Agreement for
Alternative Resorces

        ORIGINAL      NET
TEAM      COST     ADDITIONS   HWI   TRANSLATOR   ACX
-----   --------   ---------   ---   ----------   ---
1938       0.15       0.15      22      11.23     ILLEGIBLE
1939       0.24       0.09      22      11.__
1940       0.2_       0.02      22      11.__
1941       0.2_       0.00      23      11.04
1942       0.55       0.29      2_      10.__
1943       1.78       1.23      2_      10.16
1944       2.0_       0.27      2_      10.16
1945       1.91      -0.14      26       9.77
1946       1.__      -0.06      29       8.76
1947       2.13       0.28      34       7.47
1948       2.32       0.1_      37       6.86
1949       3.4_       1.13      38       6.68
1950       4.35       0.90      40       6.35
1951       4.49       0.14      45       5.64
1952       _.07       1.58      46       5.__
1953       _.23       0.1_      49       5.__
1954       _.79       0.__      50       5.08
1955       7.__       1.04      52       4.__
1956       8.__       0.53      56       4.54
1957       9.__       1.58      __       4.46
1958      10.__       0.22      __       4.31
1959      10.__       0.48      60       4.__
1960      10.__       0.31      60       4.23
1961      11.03       0.00      39       4.31
1962      11.7_       0.73      39       4.31
1963      11.80       0.04      29       4._1
1964      12.00       0._0      61       4.16
1965      12.__       0._0      64       3.__
1966      12.26       0._0      67       3.79
1967      12.46       0.10      70       3.63
1968      13.10       0._4      73       3.__
1969      13.33       0.20      70       3.26
1970      14.22       0._9      83       3.06
1971      14.43       0.21      89       2.__
1972      14.47       0.04      93       2.73
1973      14.59       0.12     100       2.__
1974      __.__       0.60     124       2.__
1975      __.__       0.02     145       1.75
1976      15.32       0.11     1__       1.61
1977      15.59       0.27     17_       1.40
1978      15.71       0.12     174       1.__
1979      __.__       0.14     199       1.__
1980      16.14       0.__     211       1.__
1981      18.10       2.04     220       1.1_
1982      __.__       1.90     245       1.14
1983      __.__       0.62     254       1.__
          -----      -----     ---       ----
TOTAL     __.__      __.70     ___       4.__



                                   EXHIBIT I.B

EI.B.A METHODOLOGY FOR 34.5-KV SUBTRANSMISSION SERVICE CHARGE

1.   Original Cost (OC):

          OC = Current Cost ($/mile) x 1964 HW
                                       -------
                                       1991 HW

          Current cost/mile = $37,371

          HW = Handy Whitman Index for Total Transmission Plant for the Pacific
               Region

                    1964 HW =  61
                    1991 HW = 314

          OC = $37,371/mile x  61 = $7,260/mile
                              ---
                              314

2.   O&M = 3% of OC

3.   A&G = 1% of OC

4.   Annual Fixed Cost (AFC) = 10.21% of OC; 10.21% is as defined in EI.A - 2(1)

5.   Transmission Loading (TL) = Absolute value of line loadings

6.   $/KW - Year = $/year divided by TL

7.   For mileage, see EI-11



EI.B-1 DEVELOPMENT OF SERVICE CHARGES FOR GEM GEOTHERMAL PLANT UNIT NO. 1

A.   East Mesa to Magma (Tap)

     Miles x OC = 6.37 x $7,260/mile = $46,246

     AFC = 0.1021 x $42,246 = $4,722         TL = 10,000 KW
     O&M = 0.03   x $42,246 = $1,387         $/KW - Year  = $0.6571
     A&G =  .01   x $42,246 = $  462         $/KW - Month = $0.0548
                              ------

                     $/Year = $6,571

B.   Magma (Tap) to Maggio

     Miles x OC = 3.6 miles x $7,260/mile = $26,136

     AFC = 0.1021 x $26,136 = $2,668         TL = 8,000 KW
     O&M =  .03   x $26,136 = $  784         $/KW - Year  = $0.4642
     A&G =  .01   x $26,136 = $  261         $/KW - Month = $0.0387

                     $/Year = $3,713

C.   Maggio to Holtville

     Miles x OC = 0.73 x $7,260/mile = $5,300

     AFC = 0.1021 x $5,300 = $541            TL = 6,400 KW
     O&M =  .03 x $5,300 = $159            $/KW - Year  = $0.1177
     A&G =  .01 x $5,300 = $ 53            $/KW - Month = $0.0098

                    $/Year = $753

Summary of Charges

A + B + C = $(.0548 + .0387 + .0098) = $0.1033/KW - Month
Rounded to $0.10/KW - Month



EI.B-2 DEVELOPMENT OF SERVICE CHARGES
       EARTH ENERGY GEOTHERMAL PLANT UNIT NO. 1

A.   Salton Sea to Calipatria:

     Miles x OC = 10.8 miles x $7,260/mile = $78,408

     AFC = 0.1021 x $78,408 = $ 8,005        TL = 10,000 KW
     O&M =  .03   x $78,408 = $ 2,352        $/KW - Year  = $1.1141
     A&G =  .01   x $78,408 = $   784        $/KW - Month = $0.0928
                              -------

                     $/Year = $11,141

     Charges =  $0.0928/KW - Month
     Rounded to $0.09/KW   - Month


                                     EI-10



One Line Diagram of Subtransmission Path For Existing Geothermal Units

                [Graphic: Simplified Switch Connection Diagram]

        Note: Diagram Depicts Shortest 34.5KV path to 92KV transmission network


                                       9



                                  EXHIBIT I.C

                 METHODOLOGY AND CALCULATION OF SCHEDULING FEE

                              ANNUAL DETERMINATION

                                       OF

                              IID SCHEDULING FEES

During the month of April each year, Imperial Irrigation District (IID) will
calculate monthly fees for scheduling services related to Alternative Energy
Resources and transactions with other utilities as follows:

     A.   An appropriate number of scheduling units will be assigned to every
          IID resource, Alternative Energy Resource, and transaction with other
          utilities in operation during the preceeding year. The number of
          scheduling units assigned to each resource and/or transaction will
          depend upon the total daily number of functions and therefore,
          estimated time required to schedule the resource and/or transaction.
          This estimate will be directly related to the complexity of the
          scheduling service being provided. Table 1 shows how the total
          scheduling units were determined for the IID system.

     B.   The expenses related to dispatching and scheduling service will be
          equal to the sum of the following:

          1.   IID FPC Account 556 for the year preceding the year of
               calculation.

          2.   A portion of the annual expenses related to the SCADA and AGC
               systems for the year preceeding the year of calculation,
               determined by multiplying one half of the levelized debt service
               payments for the systems by the percentage that FPC Account 556
               is of the total of FPC Accounts 556, 561 and 581. Table 2 shows
               calculations involved with this step.

     C.   The annual scheduling fee per scheduling unit will be determined by
          dividing the expenses related to scheduling found in Step B by the
          total scheduling units from Step A. The per unit fee will then be
          multiplied by the number of scheduling units assigned to each resource
          and/or transaction to develop an appropriate annual scheduling fee for
          that resource and/or transaction. The monthly scheduling fee will then
          be calculated by dividing the annual fee by 12. Table 3 shows the
          calculation.

The revised scheduling fee will be effective on June 1 of the year in which they
are calculated.



-------------------
 IID-Edison
 Service Agreement
 for Alternative
 Energy Resources
-------------------

                                     TABLE 1

                          IMPERIAL IRRIGATION DISTRICT

                           SCHEDULING FEE METHODOLOGY

                     DETERMINATION OF TOTAL SCHEDULING UNITS



                                                        Hours    Payback/      Pre-      On AGC     Off       Loss
                                  Energy   Capacity   Variable    Banking   Scheduling   System   System   Accounting
                                   (X=2)     (X=2)      (X=1)      (X=2)       (X=1)      (X=1)    (X=1)      (X=1)     Total
                                  ------   --------   --------   --------   ----------   ------   ------   ----------   -----

IID'S Generating Units:

__________                           X         X          X                                 X                              6
Drop No. 1                           X         X          X                                 X                              6
Drop No. 2                           X         X          X                                 X                              6
Drop No. 3                           X         X          X                                 X                              6
Drop No. 4                           X         X          X                                 X                              6
Drop No. 5                           X         X          X                                 X                              6
East HighLine                        X         X          X                                 X                              6
_________________ Wair               X         X          X                                 X                              6
El Centro Unit No. 1                 X         X          X                                 X                              6
El Centro Unit No. 2                 X         X          X                                 X                              6
El Centro Unit No. 3                 X         X          X                                 X                              6
El Centro Unit No. 4                 X         X          X                                 X                              6
Coachell_ Units No. 1 and 2          X         X          X                                 X                              6
Coachell_ Units No. 3 and 4          X         X          X                                 X                              6
Rockwood                             X         X          X                                 X                              6
Brawley                              X         X          X                                 X                              6
                                                                                                                         ---
                                                                                                             Subtotal     96

Alternative Energy Resources:

Earth Energy 1                       X         X          X          X           X                   X          X         10
Earth Energy 2                       X         X          X          X           X                   X          X         10
GEM 1                                X         X          X          X           X                   X          X         10
GEM 2                                X         X          X          X           X                   X          X         10
GEM 3                                X         X          X          X           X                   X          X         10
Heber HGC                            X         X          X          X           X                   X          X         10
Vulcan Power                         X         X          X          X           X                   X          X         10
Ormesa I                             X         X          X          X           X                   X          X         10
Ormesa II                            X         X          X          X           X                   X          X         10
Western _____ I                      X         X          X          X           X                   X          X         10
Western _____ II                     X         X          X          X           X                   X          X         10
Del Ranch                            X         X          X          X           X                   X          X         10
J.J. Elmore                          X         X          X          X           X                   X          X         10
Desert Power                         X         X          X          X           X                   X          X         10
Leathers                             X         X          X          X           X                   X          X         10
Colmac                               X         X          X          X           X                   X          X         10
                                                                                                                         ---
                                                                                                             Subtotal    160

Transactions with Other Utilities:

DCE (WAPA)                           X         X          X          X           X                   X                     9
EPE                                  X         X          X                      X                   X                     7
SCE                                  X                    X          X           X                   X                     7
_____                                X                    X          X           X                   X          X          8
APS                                  X                    X                      X                   X          X          6
SCE GT's (Axis)                      X         X          X          X           X                   X                     9
SCE (Axis)                           X         X          X          X           X                   X                     9
______                               X                    X                                          X                     4
Tucson                               X                    X                                          X                     4
___                                  X                    X                                          X                     _
PNN                                  X         X          X                      X                   X          X          8
                                                                                                                         ---
                                                                                                             Subtotal     75
                                                                                               Total Scheduling Units    331
                                                                                                                         ===



                                      EI-13



                                    TABLE 2

                          IMPERIAL IRRIGATION DISTRICT

                           SCHEDULING FEE METHODOLOGY

                         EXPENSES RELATED TO SCHEDULING

IID 1991 ACTUAL

   FPC Account 556 (3)                   $  714,354   (60.28%)
   FPC Account 561                       $  332,729   (28.08%)
   FPC Account 581                       $  137,981   (11.64%)
                                         ----------   ------
                                         $1,185,064   (100.0%)

SCADA and AGC Systems

   Investment (2)                 = $5,790,539
   Annual Expense
      $5,790,539 x 0.10179116 (1) = $  589,426

Expenses Related to Scheduling

   FPC Account 556                           =  $  714,354
   60.28% of SCADA and AGC Systems
      Annualized Expense ($589,426 x 0.6028) =  $  355,306
                                                ----------
   Total Expense Related to Scheduling       =  $1,069,660

(1)  Capital Recovery Factor determined from the following levelized debt
     service payments:

     a.   $7,611,000 for $ 65,000,000 - May, 1983 COP issue
     b.   $9,572,875 for $103,815,000 - April, 1990 COP issue

(2)  Fifty percent of total investment for SCADA and AGC, $11,581,378, is
     assumed related to transmission service

(3)  Related to load dispatching for system control


                                      EI-14



                                     TABLE 3

                          IMPERIAL IRRIGATION DISTRICT

                           SCHEDULING FEE METHODOLOGY

                          CALCULATION OF SCHEDULING FEE

Annual Charge per Scheduling Unit

   Total Expenses Related to Scheduling (from Table 2) = $l,069,660
   Total Scheduling Units (from Table 1)                        331
                                                         ----------
   Annual Charge per Scheduling Unit ($1,069,660/331)  = $    3,232

Alternative Energy Resource Scheduling Fee

   All Plants:

      Annual Charge (10 Scheduling Units x $3,232) = $32,320/year
      (1) Monthly Charge ($32,320/12)              = $ 2,693/month

(1)  Also applies to new plants to be on-line in 1992


                                      EI-15



                                   EXHIBIT II

                          Imperial Irrigation District

                      1992 AER-RELATED TRANSMISSION LOSSES

                   FOR SUMMER MONTHS (JUNE THROUGH SEPTEMBER)

                                                         LOSSES AS A PERCENTAGE
                                                            OF AER CAPACITY
                                                       -------------------------
                                                                       AVERAGE
        ALTERNATE                              AER     INCREMENTAL   INCREMENTAL
     ENERGY RESOURCE                        CAPACITY      LOSS          LOSS
          (AER)                               (MW)         (%)           (%)
------------------------                    --------   -----------   -----------

NORTH COLLECTOR

Unocal (Earth Energy #2)                         20        7.40           3.18
Desert Power                                     50        6.48           2.78
Vulcan Power                                     38        6.42           2.76
Del Ranch                                        42        6.31           2.71
J.J. Elmore                                      42        6.24           2.68
J. M. Leathers                                   42        5.81           2.49

SOUTH COLLECTOR

Ormesa 1, IE & IH                                38        4.50           1.93
Ormesa 2                                         18        4.72           2.03
GEM 2 & 3                                        55        3.64           1.56

INTEGRATED

GEM 1 (Magma East Mesa)                          10        2.20           0.94
Earth Energy #1                                  10        3.00           1.29
Western Power I & II                             30        3.13           1.34
Heber HGC                                        47        2.34           1.00
Colmac                                           50        2.16           0.93
SIGC                                             33        2.34           1.00
                                              -----       -----         ------
All AER's:                                      525.0      4.689          2.0122



                          Imperial Irrigation District

                      1992 AER-RELATED TRANSMISSION LOSSES

              FOR MONTHS JAN. THROUGH MAY AND OCTOBER THROUGH DEC.

                                                         LOSSES AS A PERCENTAGE
                                                            OF AER CAPACITY
                                                       -------------------------
                                                                       AVERAGE
        ALTERNATE                              AER     INCREMENTAL   INCREMENTAL
     ENERGY RESOURCE                        CAPACITY      LOSS          LOSS
          (AER)                               (MW)         (%)           (%)
------------------------                    --------   -----------   -----------

NORTH COLLECTOR

Unocal (Earth Energy #2)                         20        7.65           3.31
Desert Power                                     50        6.68           2.89
Vulcan Power                                     38        6.61           2.85
Del Ranch                                        42        6.50           2.81
J.J. Elmore                                      42        6.43           2.78
J. M. Leathers                                   42        6.00           2.59

SOUTH COLLECTOR

Ormesa 1, IE & IH                                38        4.87           2.10
Ormesa 2                                         18        5.22           2.26
GEM 2 & 3                                        55        4.16           1.80

INTEGRATED

GEM 1 (Magma East Mesa)                          10        3.90           1.69
Earth Energy #1                                  10        3.10           1.34
Western Power I & II                             30        3.73           1.61
Heber HGC                                        47        3.62           1.56
Colmac                                           50        2.54           1.10
SIGC                                             33        3.62           1.56
                                              -----       -----         ------
All AER's:                                      525.0      5.122          2.2134



                          Imperial Irrigation District

                    1992 ALTERNATE ENERGY RESOURCES-RELATED

                              TRANSMISSION LOSSES

                                               LOSSES AS A PERCENTAGE
                                                  OF AER CAPACITY
                                         ---------------------------------
                                                         AVERAGE
                                           AVERAGE     INCREMENTAL   WGHT.
                                         INCREMENTAL     LOSS FOR    AVRG.
         ALTERNATE               AER     LOSS SUMMER    (JAN-MAY)    INCR.
      ENERGY RESOURCE         CAPACITY   (JUNE-SEPT)    (OCT-DEC)    LOSS
           (AER)                (MW)         (%)           (%)        (%)
---------------------------   --------   -----------   -----------   -----

NORTH COLLECTOR

Unocal (Earth Energy #2)           20         3.18          3.31       3.3
Desert Power                       50         2.78          2.89       2.9
Vulcan Power                       38         2.76          2.85       2.8
Del Ranch                          42         2.71          2.81       2.8
J.J. Elmore                        42         2.68          2.78       2.7
J. M. Leathers                     42         2.49          2.59       2.6

SOUTH COLLECTOR

Ormesa l, IE & IH                  38         1.93          2.10       2.0
Ormesa 2                           18         2.03          2.26       2.2
GEM 2 & 3                          55         1.56          1.80       1.7

INTEGRATED

GEM 1 (Magma East Mesa)            10         0.94          1.69       1.4
Earth Energy #1                    10         1.29          1.34       1.3
Western Power I & II               30         1.34          1.61       1.5
Heber HGC                          47         1.00          1.56       1.4
Colmac                             50         0.93          1.10       1.0
SIGC                               33         1.00          1.56       1.4
                                -----       ------        ------      ----
All AER's:                        525.0       2.0122        2.2134     2.15



                                   EXHIBIT II

     The Maximum Transmission Service Entitlement for the Plant is 33 megawatts.