EX-10.3.28 46 file038.htm PLANT CONNECTION AGREEMENT



                                                                 Exhibit 10.3.28









                                                                           89__
                                                                         ORMESA
                                                                        9-21-89
                                                                 EXECUTION COPY


File No.
        ---------------------------------
Copy to Action:
               --------------------------
Copy for Info:
              ---------------------------
Follow up Req:
              ---------------------------
TO OTL FAX              Date
           ------------      ------------
                        Date
       ----------------      ------------








                           PLANT CONNECTION AGREEMENT

                                     FOR THE

                        ORMESA IH GEOTHERMAL POWER PLANT








                                     BETWEEN







                          IMPERIAL IRRIGATION DISTRICT

                                       AND

                                    ORMESA IH







EXECUTION COPY
9-21-89






                                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                                                   3

   7    ELECTRIC SERVICE TO PRODUCER                                          3

   8    METERING OF ENERGY DELIVERIES                                         3

   9    PRODUCER'S DELIVERY AND IID ACCEPTANCE OF ENERGY
        FROM PLANT                                                            4

  10    PRODUCER'S GENERAL OBLIGATIONS                                        4

  11    IID'S GENERAL OBLIGATIONS                                             5

  12    BILLING                                                               6

  13    AUTHORIZED REPRESENTATIVES                                            6

  14    METERS                                                                7

  15    CONTINUITY OF SERVICE                                                 8

  16    LIABILITY                                                             9

  17    UNCONTROLLABLE FORCES                                                10

  18    INTEGRATION AND AMENDMENTS                                           11

  19    NON-WAIVER                                                           11

  20    NO DEDICATION OF FACILITIES                                          12

  21    SUCCESSORS AND ASSIGNS                                               12

  22    EFFECT OF SECTION HEADINGS                                           12


                                       i




  23    GOVERNING LAW                                                        13

  24    ARBITRATION                                                          13

  25    ENTIRE AGREEMENT                                                     15

  26    NOTICES                                                              15

  27    SEVERAL OBLIGATIONS                                                  15

  28    SIGNATURE CLAUSE                                                     16

        ATTACHMENTS

        EXHIBIT "A" - RATE SCHEDULES GL AND A2                               17

        EXHIBIT "B" - METERING ONE-LINE DIAGRAM                              21











                                       ii




              1. PARTIES

              The parties to this Agreement are IMPERIAL IRRIGATION DISTRICT
("IID"), organized under the Water Code of the State of California and ORMESA IH
("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 generating facility with a maximum 9 megawatt net operating capacity at the
East Mesa (KGRA), Imperial County, California, and to sell the Plant electrical
output to Southern California Edison Company ("SCE").

              2.2 SCE entered into the Power Purchase Agreement dated July 18,
1984, ("Purchase Agreement") with Republic Geothermal, Inc. ("Republic").
Republic assigned the Power Purchase Contract to Ormat Systems, Inc. on November
6, 1984 to which assignment SCE consented on December 19, 1984. Ormat Systems,
Inc. assigned the Power Purchase Contract to Ormesa Geothermal on February 27,
1985 to which assignment SCE consented on July 22, 1985.

              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 Ormesa Geothermal.

              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.





                                       1




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 the 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.

              4.4 Funding and Construction Agreement: An agreement entered into
by IID and others dated June 29, 1987, providing for the funding and
construction of the Heber-Mirage Transmission Project, to which a form of this
Agreement is attached as Exhibit C.



                                       2



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

              4.6 Plant: A maximum of 9 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.

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

              4.8 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) October 12, 2017,
or (ii) thirty six (36) months from the date the Plant has ceased to operate at
the option of IID. It is understood that (i) if the Completion Date, as the term
Completion Date is defined in Article I of Funding and Construction Agreement
does not occur, or (ii) 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.

              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





                                       3



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.

              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 out-put to SCE
pursuant to a transmission service agreement to be entered into between Ormesa
Geothermal and IID.

              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.




                                       4



              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 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.



                                       5



              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.

              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




                                       6



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."

              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 Authorize
Representatives. Either Party may, at any time, change the designation of it
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





                                       7



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.

              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,



                                       8



              (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 kilovars-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 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,






                                       9



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:

              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.



                                       10



              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 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




                                       11



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 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




                                       12



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 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.




                                       13



              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.

              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 matter to be arbitrated. Should either party refuse
or neglect to




                                       14



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.

              24.7 The fees and expenses of the arbitrators shall be shared
equally by the Parties, unless the decision of the arbitrators specifies some
other 24 apportionment. All other expenses and costs of the arbitration shall be
borne by the Party incurring such expenses and costs.



                                       15



              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:


                                    ORMESA IH
                                    c/o Plant Manager
                                    P.O. Box 819
                                    El Centro, California 92244



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



              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





                                       16



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 3rd
day of October, 1989.


                                         ORMESA GEOTHERMAL
                                         by Ormat Geothermal, Inc.
                                         Managing General Partner



                                         By /s/ Indecipherable
                                           -------------------------------------

                                         Its V. President
                                            ------------------------------------



ATTEST:

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


                                         IMPERIAL IRRIGATION DISTRICT



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



ATTEST:

By  /s/ Larry E. Beck
  --------------------------
           Secretary




                                   EXHIBIT "A"

IMPERIAL IRRIGATION DISTRICT                               Revised Sheet No. 166
     Imperial, California                               Cancelling Sheet No. 139

                                  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 and D.

     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.   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.

     (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.

Board Resolution                                                  Date Effective
__________                                                        ______________


                                     - 17 -



IMPERIAL IRRIGATION DISTRICT                               Revised Sheet No. 167
     Imperial, California                               Cancelling Sheet No. 139

                            SCHEDULE A-2 (Continued)
                         GENERAL WHOLESALE POWER SERVICE

     (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.

Board Resolution                                                  Date Effective
July 3, 1984                                                      August 1, 1984


                                     - 18 -



                                   EXHIBIT "A"

IMPERIAL IRRIGATION DISTRICT                               Revised Sheet No. 152
     Imperial, California                               Cancelling Sheet No. 137

                                   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 and C.

     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.

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.

          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.

Board Resolution                                                Date Effective
January 18, 1983                                                February 1, 1983


                                     - 19 -



IMPERIAL IRRIGATION DISTRICT                            Revised Sheet No. 153
     Imperial, California                               Cancelling Sheet No. 138

                             SCHEDULE GL (Continued)
                              LARGE GENERAL SERVICE

     (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 12-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.

Board Resolution                                                Date Effective
January 18, 1983                                                February 1, 1983


                                     - 20 -



                                    Exhibit B

 [Graphic: Simplified Switch Connection Diagram of Imperial Irrigation District
                              to Ormesa 1, 1E & 1H]


                                       12