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					                            3/25/98




CA L I F O R N I A I N D E P E N D E N T S Y S T E M O P E R A T O R

                            Blackline

      INTERIM BLACK START AGREEMENT


 (This version is the text generally used in the SCE agreement
negotiated and executed, with the 12/17 compliance changes
                           blacklined.)
        Dated:________ day of ____________, 1998



     [BLACK START GENERATOR/SERVICE PROVIDER]



                                  and



CALIFORNIA INDEPENDENT SYSTEM OPERATOR CORPORATION




           -----------------------------------------------------
          INTERIM BLACK START AGREEMENT
          ------------------------------------------------------
                                                                INTERIM BLACK START AGREEMENT



                      Interim Black Start Agreement


THIS AGREEMENT is dated this ___ day of ____________, 19___ and is entered into, by
and between:


(1)       [Full legal name] having its registered and principal executive office at
          [address] (the “Black Start Generator and/or service provider”).

and

(2)       California Independent System Operator Corporation, a California
          nonprofit public benefit Corporation having a principal executive office located
          at such place in the State of California as the ISO Governing Board may from
          time to time designate, initially 151 Blue Ravine Road, Folsom, California
          95630 (the “ISO”).

The Black Start Generator and service provider and the ISO are hereinafter referred to
as the “Parties”.


Whereas:

A.    The ISO Tariff requires that certain Ancillary Services be procured by the ISO for
      the purposes of the operation and use of the ISO Controlled Grid.

B.    The ISO enters into this Agreement pursuant to Section 2.2.1 of the ISO Tariff as
      the agent for and on behalf of all Scheduling Coordinators.

C.    The Black Start Generator and service provider has received certificates for
      Black Start capability under ASRP from the ISO for the Black Start Generating
      Units identified in this Agreement, or has received a waiver from the ISO of the
      requirements for such certificates, subject to conditions.

D.    This Black Start Agreement sets out the Ancillary Service of Black Start
      capability which the Black Start Generator and service provider has agreed to
      provide to the ISO.

NOW THEREFORE, in consideration of the mutual covenants set forth herein, THE
PARTIES AGREE as follows:




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                                                               INTERIM BLACK START AGREEMENT




                                  ARTICLE I
                       DEFINITIONS AND INTERPRETATION

1.1   Master Definitions Supplement. The terms and expressions used in this
      Agreement shall have the same meaning as those contained in the Master
      Definitions Supplement to the ISO Tariff.

1.2   Special Definitions for this Agreement. In this Agreement, the following
      words and expressions shall have the meanings set forth below:

      “ASRP” means the Ancillary Services Requirement Protocol of the ISO Tariff.

      “Black Start Facility” means a power station owned, or operated, or under
      contract to the Black Start Generator Agreement signee from which the Black
      Start Service is to be provided under this Agreement, and details of which are
      contained in Schedule 2.

      “Black Start Generating Unit” means a Generating Unit at a Black Start Facility
      or a contract which provides equivalent services, by or through which Black Start
      Services can be provided, and operating details of such a unit or contract are
      contained in Schedule 2.

      “Black Start Service” means the Ancillary Service of Black Start capability in
      accordance with ASRP and Appendix D of the ISO Tariff.

      “Commencement Date” means the date upon which this Agreement comes into
      effect pursuant to Section 2.1 hereof.

      “Expiry Date” means the one year anniversary of the Commencement Date or
      where this Agreement has been extended pursuant to Section 2.1, the one year
      anniversary of the previous Expiry Date.

      “Party” means a party to this Agreement.

      “Performance Test” means any of the performance tests for Black Start
      capability which the ISO may periodically undertake in accordance with the ISO
      Tariff , including the ASRP.

1.3   Rules of Interpretation. The following rules of interpretation and conventions
      shall apply to this Agreement:

      (a)   if there is any inconsistency between this Agreement and the ISO Tariff,
            the ISO Tariff will prevail to the extent of the inconsistency;
      (b)   the singular shall include the plural and vice versa;

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                                                                 INTERIM BLACK START AGREEMENT

      (c)    the masculine shall include the feminine and neutral and vice versa;
      (d)    “includes” or “including” shall mean “including without limitation”;
      (e)    references to a Section, Article or Schedule shall mean a Section, Article
             or a Schedule of this Agreement, as the case may be, unless the context
             otherwise requires;
      (f)    a reference to a given agreement or instrument shall be a reference to
             that agreement or instrument as modified, amended, supplemented or
             restated through the date as of which such reference is made;
      (g)    unless the context otherwise requires, references to any law shall be
             deemed references to such law as it may be amended, replaced or
             restated from time to time;
      (h)    unless the context otherwise requires, any reference to a “person”
             includes any individual, partnership, firm, company, corporation, joint
             venture, trust, association, organization or other entity, in each case
             whether or not having separate legal personality;
      (i)    unless the context otherwise requires, any reference to a Party includes a
             reference to its permitted successors and assigns;
      (j)    any reference to a day, week, month or year is to a calendar day, week,
             month or year; and
      (k)    the captions and headings in this Agreement are inserted solely to
             facilitate reference and shall have no bearing upon the interpretation of
             any of the terms and conditions of this Agreement.



                                    ARTICLE II
                              TERM AND TERMINATION

2.1   Effective Date. This Agreement shall be effective as of the date it is permitted
      to become effective by FERC, and shall, subject to Section 2.2, remain in full
      force and effect until whichever is the earlier (i) the date which the ISO notifies
      the Black Start Generator as the date when the ISO’s Black Start auction will
      come into effect at 00.01 hours or (ii) the Expiry Date. The ISO may, upon
      giving at least ninety (90) days written notice prior to the Expiry Date, extend the
      term of this Agreement for a further period of 12 calendar months from the Expiry
      Date. Such extension shall not limit or affect in any way the rights of either
      Party to terminate this Agreement in accordance with Section 2.2.

2.2   Termination

2.2.1 Termination by ISO due to Default under the Black Start Agreement. The
      ISO may terminate this Agreement by giving written notice of termination in the
      event that the Black Start Generator or service provider commits any material

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                                                                 INTERIM BLACK START AGREEMENT

      default under this Agreement and/or the ISO Tariff which, if capable of being
      remedied, is not remedied within thirty (30) days after the ISO has given it written
      notice of the default, unless excused by reason of Uncontrollable Force in
      accordance with Section 15 of the ISO Tariff. With respect to any notice of
      termination given pursuant to this Section, the ISO must file a timely notice of
      termination with FERC. This Agreement shall terminate upon acceptance by
      FERC of such a notice of termination. .

2.2.2 Other Events Justifying Termination by ISO. The ISO may also terminate
      this Agreement:

      (a)    in relation to Black Start Services, if it is determined not to have a Black
             Start capability available for more than 720 Settlement Periods or it fails
             persistently to provide Black Start capability in accordance with this
             Agreement;

      (b)    if the Black Start Generator or service provider ceases to be a Market
             Participant; or

      (c)    in relation to Black Start Services, if the Black Start Generator loses its
             certificate for the Black Start Generating Unit under the ASRP of the ISO
             Tariff, the contract associated with provision of Black Start Services is
             terminated, or the ISO withdraws the waiver of the requirement for such
             certificate referred to in Recital C.

2.2.3 Termination by ISO on Notice. The ISO may terminate this Agreement either
      in whole, or in relation to any one or more Black Start Generating Units or service
      providers by giving ninety (90) days written notice to the Black Start Generator or
      service provider. With respect to any notice of termination given pursuant to this
      Section, the ISO must file a timely notice of termination with FERC. This
      Agreement shall terminate upon acceptance by FERC of such a notice of
      termination.

2.2.4 Petition to Terminate by Black Start Generator or Service Provider. The
      Black Start Generator or service provider may petition the ISO to terminate this
      Agreement in relation to a Black Start Generating Unit or contract and, provided
      that the ISO is able to procure Black Start Service from another Generating Unit
      providing equivalent reliability benefit to the ISO, the ISO will agree to such
      termination, which will take effect on the date accepted for filing and made
      effective by FERC, but not before the date when the ISO has the right to call
      upon such equivalent Black Start Service under a Black Start contract. With
      respect to any notice of termination given pursuant to this Section, the ISO must
      file a timely notice of termination with FERC. The ISO shall, on receipt of the
      Black Start Generator’s or service provider’s petition, use its best efforts to
      procure the equivalent Black Start Service as soon as is reasonably possible and
      at a reasonable price.

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                                                                INTERIM BLACK START AGREEMENT



2.2.5 Termination by Black Start Generator on Sale of Black Start Generating
      Unit. The Black Start Generator or service provider may terminate this
      Agreement in relation to a Black Start Generating Unit or contract if it sells the
      Unit to a purchaser who, if the ISO requires the Unit to continue to provide Black
      Start Service:

2.2.5.1      executes a contract with the ISO, or files a rate schedule with the same or
             substantially the same performance requirements as under this
             Agreement and cost of service based rates accepted by FERC, to provide
             the ISO with Black Start Service from the Black Start Generating Unit or
             contract; and

2.2.5.2      satisfies the ISO’s reasonable requirements as to the technical and
             financial ability of the purchaser to meet its obligations under the contract
             or rate schedule, as the case may be.

      With respect to any notice of termination given pursuant to this Section, the ISO
      must file a timely notice of termination with FERC. This Agreement shall
      terminate upon acceptance by FERC of such a notice of termination.

2.2.6 Termination for Uncontrollable Forces. Either Party may terminate this
      Agreement in relation to any Black Start Facility by giving written notice to the
      other Party in the event that in relation to the Black Start Facility or contract
      concerned either Party is prevented from performing its obligations under this
      Agreement for a continuous period of 90 days by reason of Uncontrollable
      Forces as defined in Section 15 of the ISO Tariff. With respect to any notice of
      termination given pursuant to this Section, the ISO must file a timely notice of
      termination with FERC. This Agreement shall terminate upon acceptance by
      FERC of such a notice of termination.


                                ARTICLE III
                        COMPENSATION ON TERMINATION

3.1   Compensation to ISO. In the event that the ISO terminates this Agreement in
      relation to particular Black Start Generating Unit, Facility, or contract under
      Sections 2.2.1, or 2.2.2 (a), (b) or (c) the Black Start Generator shall reimburse
      to the ISO the total of the payments made and costs reasonably incurred by the
      ISO in respect of the remaining term of this Agreement resulting directly from the
      termination on the basis that the ISO would not have extended the term of this
      Agreement, had it not been terminated.

3.2   Compensation to Black Start Generator. In the event that the ISO terminates
      this Agreement under Section 2.2.3, the ISO shall pay to the Black Start
      Generator or service provider a sum equal to 7.5% of the Black Start reservation

                                                                                                5
                                                                 INTERIM BLACK START AGREEMENT

      fee, if any, which would have fallen due for payment to the Black Start Generator
      or service provider after the date of termination for the remainder of the term of
      this Agreement had it not been terminated and on the basis that the ISO would
      not have extended the term of this Agreement under Section 2.1. The
      calculation of the amount of such reservation fee, if any, shall be based on the
      assumption that there would have been no forced outages, but shall have regard
      to any planned Maintenance Outages, over the remainder of such term.


                                   ARTICLE IV
                               BLACK START SERVICE

4.1   Obligation to Maintain Black Start Capability. With effect from the
      Commencement Date and until the Expiry Date the Black Start Generator or
      service provider shall maintain Black Start Capability at its Black Start Facilities
      or contracts in an amount no less than that stated for each such Facility in
      Schedule 2.

4.2   Specific Obligations. Specifically, the Black Start Generator shall with effect
      from the Commencement Date and thereafter until the Expiry Date provide and
      maintain at each facility that provides Black Start Services all necessary stocks
      of fuel and related supplies, water, consumables, and equipment, and shall
      maintain all necessary communication systems, have in place all necessary
      procedures and provide all necessary staff training so that, in either a Black Start
      or Performance Test situation, the Facility is capable of providing a Black Start
      and maintaining output in accordance with the ASRP and Appendix D of the ISO
      Tariff.

4.3   ISO Tariff. The Black Start Generator or service provider shall comply, with the
      obligations and requirements set out in the ISO Tariff, in particular Appendix D
      and Appendix L requirements in relation to Black Start Capability and services.


                                    ARTICLE V
                           UTILIZATION OF BLACK START

5.1   Black Start Instructions. The Black Start Generator shall, when instructed to
      do so by the ISO by a Dispatch instruction issued in accordance with the
      Dispatch Protocol, provide Black Start Services in accordance with the
      requirements relating to Black Start set out in the ASRP and the ISO’s
      instruction.

5.2   Tests. The ISO may from time to time (and no less than once a month if the
      ISO determines it to be necessary) carry out a Performance Test on a Black
      Start Generating Unit in accordance with the provisions of the ISO


                                                                                                 6
                                                                 INTERIM BLACK START AGREEMENT

      Tariff,including the ASRP. A Black Start Generator may carry out such tests as
      it considers necessary on its Black Start Facilities, at no cost to the ISO.

5.3   Emergency Operation. The Black Start Generator or service provider
      acknowledges that during a Black Start situation its Black Start Generating Units
      may be asked to operate outside its normal operational capability. The Black
      Start Generator or service provider shall comply with such an instruction unless
      the Black Start Generator or service provider believes it is necessary for safety
      reasons (whether relating to personnel or plant and/or equipment) not to comply.
      If an ISO Dispatch instruction or Performance Test would risk damage to the
      Black Start Generator’s facilities, the Black Start Generator shall, if time permits,
      inform the ISO of any such risk and seek confirmation of the relevant Dispatch
      instruction. Should the Black Start Generator or service provider not meet
      performance guidelines, other than during uncontrollable force or safety reasons
      then appropriate penalties will be applied.


                                      ARTICLE VI
                                        PRICE

6.1   Payment for Capability. In consideration of the Black Start Generator or
      service provider maintaining Black Start Capability at the Black Start Generating
      capability in accordance with the terms of this Agreement, the ISO shall, subject
      to the terms and conditions of this Agreement, pay to the Black Start Generator
      or service provider the Black Start reservation fee, if any, calculated in
      accordance with Schedule 3 Part 1. The Black Start Generator or service
      provider may file rate schedules with the Federal Energy Regulatory Commission
      at any time to establish new rates for the reservation fee and/or energy payment.

6.2   Payment for Black Start. The ISO shall, subject to the terms and conditions of
      this Agreement, pay to the Black Start Generator or service provider a sum
      calculated in accordance with Schedule 3 Part 2 when a Black Start Generating
      Unit or contract provides Black Start Services in accordance with the terms of
      this Agreement either in a Black Start situation or if it successfully passes a
      Performance Test.

6.3   Payment Withheld. If a Black Start Generator or service provider is prevented
      from maintaining Black Start capability at any Black Start Facility by reason of
      Uncontrollable Forces defined in Section 15 of the ISO Tariff, it shall not be
      entitled to the Black Start reservation fee, if any, for the Black Start Facility
      concerned for the period during which the Black Start Facility is unable to
      maintain Black Start Capability by reason of such Uncontrollable Forces, but
      payment will not be withheld under this Section 6.3 to the extent that the Black
      Start Generator is prevented from providing a Black Start due to an Outage in
      the ISO Controlled Grid beyond the Black Start Generator’s control.


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                                                               INTERIM BLACK START AGREEMENT

6.4   Outages. The Black Start Generator shall not be entitled to payment of the
      reservation fee, if any, for a Black Start Generating Unit for any period during
      which the Unit is undergoing an Outage of any kind. The ISO shall not be
      entitled to issue a Dispatch instruction for the Black Start Generating Unit to
      make a Black Start in the period of any Maintenance Outage which has been
      approved by the ISO under the Outage Coordination Protocol of the ISO Tariff.


                                     ARTICLE VII
                                      DEFAULT

7.1   Loss of Reservation Fee. If a Black Start Generator or service provider fails to
      provide a Black Start in accordance with the terms of this Agreement or fails a
      Performance Test, then, unless the exception referred to in Section 7.2 applies,
      it shall not be entitled to any Black Start reservation fee, if any, for the period
      commencing with the beginning of the Settlement Period in which the Black Start
      facility last successfully passed a Performance Test or successfully provided a
      Black Start or in which the ISO reasonably determines, by reference to records in
      its own possession or provided by the Black Start Generator, that the Black Start
      Generating Facility first failed to have Black Start Capability (whichever is the
      latest), and expiring at the beginning of the Settlement Period in which the Black
      Start Facility is determined by a Performance Test to have its Black Start
      Capability restored. The Black Start Generator shall re-pay to the ISO, or the
      ISO may withhold future payment equivalent to any Black Start reservation fee
      payment, if any, that it has received for the period when it was not entitled under
      this Section 7.1 to receive them.

7.2   The Black Start Generator will not lose the reservation fee, if any, under Section
      7.1 if within 3 days of the date on which the failure occurred, the Black Start
      Generating Unit concerned successfully passes a Performance Test, but the
      Black Start Generator shall not be entitled to a waiver under this Section 7.2 if
      the failure occurred within six (6) months of the date of the last occasion when
      the Black Start Generator or service provider failed to provide Black Start
      Services or failed a Performance Test, whether or not such failure was followed
      by a successful Performance Test pursuant to this Section 7.2.

7.3   Additional Costs. If a Black Start Generator fails to provide Black Start
      Services under Black Start conditions, the ISO shall be entitled to recover from
      the Black Start Generator or service provider any additional payments it makes
      or reasonable additional costs it incurs in securing Black Start from another
      source, in addition to any loss of the Black Start reservation fee, if any, under
      Section 7.1.




                                                                                               8
                                                                  INTERIM BLACK START AGREEMENT

                                       ARTICLE VIII
                                        PAYMENT

8.1     Settlement and Billing. The provisions of Section 11 of the ISO Tariff and the
        ISO Settlement and Billing Protocol (except for sections 2.2.6 and 3.1 of the
        Settlement and Billing Protocol) shall apply to the parties to this Agreement as if
        references to “Scheduling Coordinators”, “ISO Debtors” and “ISO Creditors” in
        the ISO Tariff and the ISO Settlement and Billing Protocol were references to
        “Black Start Generators” or service providers including, for the avoidance of
        doubt, the ISO’s obligations for payment of amounts due to and its right of
        recovery of amounts due from the Black Start Generator or service provider
        under this Agreement.

8.2     The Black Start Generator or service provider shall establish and maintain a
        Settlement Account at a commercial bank located in the United States and
        acceptable to the ISO which can effect money transfers via Fed-Wire where
        payments to and from the ISO Clearing Account shall be made in accordance
        with the ISO Tariff, in particular the ISO Settlement and Billing Protocol, and this
        Agreement. The Black Start Generator or service provider shall notify the ISO of
        its account details upon entering into this Agreement and may notify the ISO
        from time to time of any changes to these details by giving at least 7 days prior
        written notice before the new account becomes operational.


                                        ARTICLE IX
                                       MONITORING

9.1     Access to Records and the Facilities. Subject to Section 9.2, the Black Start
        Generator shall provide, arrange and make available to the ISO such of the
        following as the ISO may reasonably require, and as is strictly necessary to
        enable the ISO to monitor and predict Black Start capability and performance of
        a Black Start Facility or service provider:

9.1.1          the Black Start Generator’s or service provider’s relevant records and all
               relevant data relating to all the Black Start Generating Units within the
               Black Start Generator’s Black Start Facilities including any relevant air
               quality/emission reports, environmental certifications, operational limits for
               emissions and related State or local permits;

9.1.2          the Black Start Generator’s or service provider’s relevant records and data
               relating to auxiliary and Generating Units, gas turbine and start-up
               equipment;

9.1.3          other Generating Units and the auxiliary facilities of the Black Start
               Generator at the Black Start Generator’s or service provider’s Black Start
               Facilities;

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                                                                  INTERIM BLACK START AGREEMENT



9.1.4          the Black Start Generator’s plant, apparatus, equipment and stocks of all
               relevant fuels and consumables at the Black Start Generator’s Black Start
               Facilities;

9.1.5          the Black Start Generator’s documentation relating to the procedures
               used at the Black Start Generator’s Black Start Facilities for the provision
               of Black Start Capability;

9.2            The ISO shall give the Black Start Generator not less than 24 hours
               written notice of the ISO’s intent to inspect Black Start Facilities and not
               less than 72 hours written notice of the ISO’s request for information in
               order for the Black Start Generator or service provider to provide written
               responses. In the case of data to which the ISO wishes to have access,
               if such notice expires on a day which is not a Business Day, then it shall
               be deemed to expire on the next Business Day.


                                      ARTICLE X
                                 DISPUTE RESOLUTION

10.1    Dispute Resolution. The Parties shall make reasonable efforts to settle all
        disputes arising out of or in connection with this Agreement. In the event any
        dispute is not settled, the Parties shall adhere to the ISO ADR Procedures in
        accordance with Section 13 of the ISO Tariff, which is incorporated by reference
        except that all references in Section 13 of the ISO Tariff to Market Participants
        shall be read as references to the Black Start Generator and references to the
        ISO Tariff shall be read as references to this Agreement.


                                  ARTICLE XI
                        REPRESENTATIONS AND WARRANTIES

11.1    Representation and Warranties. Each Party represents and warrants that the
        execution, delivery and performance of this Agreement by it has been duly
        authorized by all necessary corporate and/or governmental actions, to the extent
        authorized by law.



                                     ARTICLE XII
                           LIABILITY AND INDEMNIFICATION

12.1    Extent of Liability. The provisions of Section 14 of the ISO Tariff will apply to
        liability arising under this Agreement except that all references in Section 14 of
        the ISO Tariff to Market Participants shall be read as references to the Black

                                                                                             10
                                                               INTERIM BLACK START AGREEMENT

       Start Generator and references to the ISO Tariff shall be read as references to
       this Agreement.


                                  ARTICLE XIII
                            UNCONTROLLABLE FORCES

13.1   Uncontrollable Forces Tariff Provisions. Section 15 of the ISO Tariff shall be
       incorporated by reference into this Agreement except that all references in
       Section 15 of the ISO Tariff to Market Participants shall be read as references to
       the Black Start Generator and references to the ISO Tariff shall be read as
       references to this Agreement.


                                  ARTICLE XIV
                            PENALTIES AND SANCTIONS

14.1   Penalties. Any penalties to be levied under this Agreement shall be
       established in accordance with the ISO Tariff after consultation between the
       Black Start Generator or service provider and the ISO, acceptance by the FERC,
       and shall be set out in Schedule 4. No penalties or sanctions may be imposed
       under this Agreement unless a Schedule providing for such penalties or
       sanctions has first been filed with and made effective by FERC. Nothing in this
       Agreement, with the exception of the provisions relating to ADR, shall be
       construed as waiving the rights of the Black Start Generator or service provider
       to oppose or protest any penalty proposed by the ISO to the FERC or the
       specific imposition by the ISO of any FERC-approved penalty on the Black Start
       Generator or service provider.


                                    ARTICLE XV
                                  MISCELLANEOUS

15.1   Assignments. Either Party may assign any or all of its obligations under this
       Agreement with the other Party’s prior written consent in accordance with
       Section 17 of the ISO Tariff. Such consent shall not be unreasonably withheld.

15.2   Notices. Any notice, demand or request which may be given to or made upon
       either Party regarding this Agreement shall be made in accordance with Section
       20.1 of the ISO Tariff. A Party must update the information in Schedule 1 as
       information changes.

15.3   Waivers. Any waivers at any time by either Party of its rights with respect to
       any default under this Agreement, or with respect to any other matter arising in
       connection with this Agreement, shall not constitute or be deemed a waiver with
       respect to any subsequent default or other matter arising in connection with this

                                                                                          11
                                                                  INTERIM BLACK START AGREEMENT

       Agreement. Any delay, short of the statutory period of limitations, in asserting or
       enforcing any right under this Agreement shall not constitute or be deemed a
       waiver of such right.

15.4   Governing Law and Forum. This Agreement shall be deemed to be a contract
       made under and for all purposes shall be governed by and construed in
       accordance with the laws of the State of California except in its conflict of laws
       provisions. The Parties irrevocably consent that any legal action or proceeding
       arising under or in relation to this Agreement to which the ISO ADR Procedures
       do not apply, shall be brought in any of the following forums: any court of the
       State of California, any federal court of the United States of America located in
       the State of California or, where subject to its primary or exclusive jurisdiction,
       before the Federal Energy Regulatory Commission.

15.5   Consistency with Federal Laws and Regulations.
       (a)  Nothing in this Agreement shall compel any person or federal entity to: (1)
            violate federal statutes or regulations; or (2) in the case of a federal
            agency, to exceed its statutory authority, as defined by any applicable
            federal statutes, regulations, or orders lawfully promulgated thereunder.
            If any provision of this Agreement is inconsistent with any obligation
            imposed on any person or federal entity by federal law or regulation to
            that extent, it shall be inapplicable to that person or federal entity. No
            person or federal entity shall incur any liability by failing to comply with this
            Agreement that is inapplicable to it by reason of being inconsistent with
            any federal statutes, regulations, or orders lawfully promulgated
            thereunder; provided, however, that such person or federal entity shall
            use its best efforts to comply with the ISO Tariff to the extent that
            applicable federal laws, regulations, and orders lawfully promulgated
            thereunder permit it to do so.

       (b)    If any provision of this Agreement requiring any person or federal entity to
              give an indemnity or impose a sanction on any person is unenforceable
              against a federal entity, the ISO shall submit to the Secretary of Energy or
              other appropriate Departmental Secretary a report of any circumstances
              that would, but for this provision, have rendered a federal entity liable to
              indemnify any person or incur a sanction and may request the Secretary
              of Energy or other appropriate Departmental Secretary to take such steps
              as are necessary to give effect to any provisions of this Agreement that
              are not enforceable against the federal entity.

15.6   Agreement Subject to ISO Tariff. This Agreement shall be subject to the
       provisions of the ISO Tariff which shall be deemed to be incorporated by
       reference herein, as the same may be changed or superseded from time to time
       pursuant to Sections 16.1 and 20.1.3 of the ISO Tariff.




                                                                                             12
                                                                 INTERIM BLACK START AGREEMENT

15.7   Severability. If any term, covenant, or condition of this Agreement or the
       application or effect of any such term, covenant, or condition is held invalid as to
       any person, entity, or circumstance, or is determined to be unjust, unreasonable,
       unlawful, imprudent, or otherwise not in the public interest by any court or
       government agency of competent jurisdiction, then such term, covenant, or
       condition shall remain in force and effect to the maximum extent permitted by
       law, and all other terms, covenants, and conditions of this Agreement and their
       application shall not be affected thereby, but shall remain in force and effect and
       the Parties shall be relieved of their obligations only to the extent necessary to
       eliminate such regulatory or other determination unless a court or governmental
       agency of competent jurisdiction holds that such provisions are not separable
       from all other provisions of this Agreement.

15.8   Amendments. This Agreement and the Schedules attached hereto may be
       amended from time to time by the mutual agreement of the Parties in writing.
       Amendments that are subject to FERC approval shall not take effect until FERC
       has accepted such amendments for filing and has made them effective.

15.9   Counterparts. This Agreement may be executed in one or more counterparts
       at different times, each of which shall be regarded as an original and all of which,
       taken together, shall constitute one and the same Agreement.

15.10 Section 205 and 206 Filings. Nothing contained in this Agreement shall be
      construed as affecting in any way the right of either of the Parties furnishing or
      receiving service under this rate schedule to unilaterally make application to
      FERC for a change in rates, terms and conditions under Sections 205 or 206 of
      the Federal Power Act and pursuant to FERC rules and regulations promulgated
      thereunder.




                                                                                            13
                                                            INTERIM BLACK START AGREEMENT

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



      California Independent System Operator Corporation:


By:   ____________________ ____________________ ________________
      Name                 Title                Date


      [Service Provider and/or Black Start Generator’s Name]:



By:   ____________________ ____________________ ________________
      Name                 Title                Date




                                                                                       14
                                                      INTERIM BLACK START AGREEMENT



                                 SCHEDULE 1

                          The Black Start Generator


Company Name:

Address:

Contact Person:

Phone:

Cell Phone:

Fax:




                              Payment Information

Settlement Account Number:

Bank where Account is held:

Bank code:

Name of Account holder:




                                                                                 15
                                                                 INTERIM BLACK START AGREEMENT



                                    SCHEDULE 2

                               Black Start Facilities

This Schedule will set out the details of each Black Start Facility by Black Start
Generator including the contracted Black Start Capability for each Facility, the name,
address, ID number, location code, contact persons (24 hours), phone numbers
(normal and emergency), alternate 24 hour phone numbers (if the first contact fails), fax
numbers, e-mail addresses, back up radio details, and manning levels. In addition, the
following information will be given for each Black Start Generating Unit at each Facility:

      (a)    maximum operating level (MW);
      (b)    minimum operating level (MW);
      (c)    ramp rate (MW/Min);
      (d)    MW capability of Generating Unit;
      (e)    time to have Generating Unit prepared to close into a de-energized bus
             following notification (min);
      (f)    maximum input and output reactive capability (MVars) at rated MW or
             reactive capability curve;
      (g)    time to reach rated power following synchronization (min);
      (h)    Load pick-up capability of Generating Unit;
      (i)    time to reach rated voltage and frequency asynchronous operation from
             stop;
      (j)    number of personnel required to provide asynchronous service to the ISO
             Controlled Grid;
      (k)    single line diagrams showing connections to the ISO Controlled Grid and
             required switching / steps needed to energize the ISO Controlled Grid;
      (l)    Onsite fuel storage capability (actual record and storage), type of fuels
             used and any references to fuel supply contracts; and
      (m)    certification that the Black Start Generating Unit and Facility is operational
             and meets all of the required permits and state standards for operation.




                                                                                            16
                                                                INTERIM BLACK START AGREEMENT



                                    SCHEDULE 3

                                       Payment

[Due to an insufficient amount of time, the Black Start Generator will not be able to
design, file and have accepted cost based rates before January 1, 1998. Therefore,
until rates are filed with the Federal Energy Regulatory Commission, the Black Start
Generator will not receive a reservation fee and will receive the average price paid for
Black Start services successfully performed. The average price paid will be based on
the price paid for the successful performance of Black Start Units that are under
reliability Must-Run Agreements B or C.]

                                          Part I

Black Start Capacity Reservation fee

        Name of Facility                  Capacity Reservation fee
                                          $/MW/Settlement Period




                                         Part 2


        Name of Facility:
        Unit Number:


                                          Rate
                                          $/MWh [Taken from Schedule C
                                          to the Reliability Must Run
                                          Agreement] + [Start Up payment
                                          to be negotiated prior to contract
                                          signature].




                                                                                           17
             INTERIM BLACK START AGREEMENT



SCHEDULE 4

 Penalties




                                        18

				
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