UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 2, 2004
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Caithness Coso Funding Corp.
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(Exact name of registrant as specified in its charter)
Delaware 333-83815 94-3328762
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Coso Finance Partners California 68-0133679
Coso Energy Developers California 94-3071296
Coso Power Developers California 94-3102796
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(Exact names of Registrants (State or other (I.R.S. Employer
as specified in their charters) jurisdiction of Identification No.)
incorporation)
565 Fifth Avenue, 29th Floor, New York, New York 10017-2478
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 921-9099
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Not Applicable
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the securities act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01(a) Entry into a Material Definitive Agreement.
The Coso projects consist of three 80 MW geothermal power plants, called Navy I,
BLM and Navy II (together, the "Coso Partnerships"), their transmission lines,
wells, gathering system and other related facilities. The Coso projects are
located near one another in the Mojave Desert approximately 150 miles northeast
of Los Angeles, California, and have been generating electricity since the late
1980's. The Coso Partnerships sell 100% of the electrical energy generated at
the plants to Southern California Edison ("Edison") under three long-term
Standard Offer No. 4 power purchase agreements (the "Purchase Agreements").
Coso Finance Partners (The Navy I Partnership) owns Navy I and its related
facilities, Coso Energy Developers (the BLM Partnership) owns BLM and its
related facilities and Coso Power Developers (the Navy II Partnership) owns Navy
II and its related facilities. The Coso Partnerships and their affiliates own
the exclusive right to explore, develop and use, currently without any known
interference from any other power developers, a portion of the Coso Known
Geothermal Resource Area.
Caithness Coso Funding Corp. ("Funding Corp.") is a single-purpose Delaware
Corporation formed to issue senior secured notes ("Notes") for its own account
and as an agent acting on behalf of the Coso Partnerships. On May 28, 1999,
Funding Corp. sold $413,000,000 of senior secured notes. Pursuant to separate
credit agreements between Funding Corp. and each partnership, the net proceeds
from the offering of the Notes were loaned to the Coso Partnerships. Payment of
the Notes is provided for by payments made by the Coso Partnerships to Funding
Corp. under their respective project loans. Funding Corp. has no material
assets, other than the project loans, and does not conduct any operations apart
from issuing the Notes and making the project loans to the partnerships.
New Contract is executed with the U.S. Navy
The Navy I and Navy II Partnerships have entered into a new agreement ("New
Contract") with the United States Navy which terminates the existing contracts
that were due to expire on December 31, 2009. The New Contract commences on
November 1, 2004 and extends the Navy I and Navy II Partnerships exclusive right
to explore, develop and use certain geothermal resources on U.S. Navy lands
through October 31, 2034.
Under the terms of the New Contract, the royalty paid to the U.S. Navy has been
restructured so that the Navy I and Navy II Partnerships will pay at a rate of
15% of gross revenues received up to a annual base revenue amount. Beyond the
annual base revenue amount, the U.S. Navy and the Navy I and Navy II
Partnerships will split the additional revenues, on a 50/50 basis, until the
U.S. Navy receives a maximum of 20% of all gross revenue.
Under the terminated contracts with the U. S. Navy, the Navy I Partnership paid
royalties for Units 2 and 3 at 20% of gross revenue through 2009 and the Navy II
Partnership paid royalties at 18% of gross revenue through 2004 which was due to
increase to 20% for the period 2005 through 2009. Additionally, the Navy I
Partnership was obligated to pay a royalty for Unit I consisting of the payment
of the U.S. Navy's electric bill for the China Lake Weapons Facility, subject to
an indexed reimbursement from the U.S. Navy. The terminated contracts also
obligated the Navy I Partnership to fund an escrow account so that the Navy I
Partnership would pay the U.S. Navy $25 million on December 31, 2009. That
provision was also terminated and a new escrow arrangement was entered into so
the amount the Navy I Partnership owes the U.S. Navy on December 31, 2009 is now
$18 million. Finally, in the terminated contracts the U.S. Navy had the right to
terminate the contracts at any time for their convenience. Under the New
Contract that right has been eliminated.
Certain information included in this report contains forward-looking statements
made pursuant to the Private Securities Litigation Reform act of 1995 ("Reform
Act"). Such statements are based on current expectations and involve a number of
known and unknown risks and uncertainties that could cause the actual results
and performance of the Coso Partnerships to differ materially from any expected
future results or performance, expressed or implied, by the forward-looking
statements including expectations regarding the future results of operations of
the Coso Partnerships. In connection with the safe harbor provisions of the
Reform Act, the Coso Partnerships have identified important factors that could
cause actual results to differ materially from such expectations, including
resolution of the energy crisis in California, operating uncertainty,
uncertainties relating to geothermal resources, uncertainties relating to
economic and political conditions and uncertainties regarding the impact of
regulations, changes in government policy, judicial decisions, industry
deregulation and competition. Reference is made to all of the Registrants' SEC
filings incorporated herein by reference, for a description of such factors. The
Registrants assume no responsibility to update forward-looking information
contained herein.
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Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Naval Facilities Engineering Command, Southwest
Acquisition Department
Specialty Center Contracts Core, Code AQN00
151 36th Avenue, Suite 2
Port Hueneme, CA 93043-4438
Contract N68711-05-C-0001
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GEOTHERMAL RESOURCE DEVELOPMENT
Naval Air Weapons Station at the Coso Project
China Lake, California
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TABLE OF CONTENTS
SECTION I. INTRODUCTION.......................................................6
A. SCOPE OF THE CONTRACT...................................................6
B. GENERAL INTENT..........................................................6
C. CONTRACT TERM...........................................................6
D. DEVELOPABLE LANDS.......................................................6
E. REAL PROPERTY ENTRY PERMIT..............................................7
F. DEFINITIONS.............................................................7
SECTION II. GENERAL REQUIREMENTS..............................................8
A. CONTRACTOR'S RIGHT TO PERFORM.............................................8
1. No Material Adverse Impact...........................................8
2. Protection of Environment and Culture................................8
(a) Environmental Permit Requirements..............................8
(b) Environmental Impact Statement Responsibilities................8
(c) Determining Effect on Cultural Resources Responsibilities......9
(d) Cultural Resource Management Plan (CRMP).......................9
3. Quiet Enjoyment......................................................9
4. Notice, Cure and Dispute Procedures.................................10
(a) Notice; Cure..................................................10
(b) Disputes......................................................10
5. No Termination for Convenience......................................10
B. COMPLIANCE WITH NAWS BASE REGULATIONS....................................10
1. Access/Transportation Routes........................................11
2. Security............................................................11
3. Radioactive Sources.................................................11
4. Electronic Radiation................................................11
5. Hardening of Facilities.............................................11
6. Wellhead Revetment..................................................11
7. Injuries and Accidents..............................................11
8. Public Release of Information.......................................12
9. Unexploded Ordnance.................................................12
C. TECHNICAL SPECIFICATIONS.................................................12
1. General Requirements................................................12
2. Project Development.................................................12
(a) Resource Delineation..........................................12
(b) Design and Construction.......................................12
(c) Resource Management Planning..................................13
(d) Power Production and Field Operation..........................13
(e) Standard of Care..............................................13
(f) Decommissioning and Field Closure.............................13
(g) Disposition of Assets.........................................14
(h) Determination of Fair Market Value of Facilities..............14
3. Steam Transfers.....................................................14
(a) Transfers between the Projects................................14
(b) In Kind Transfers from BLM North to Government................15
4. Meter Test..........................................................15
5. Geothermal Resources Operational (GRO) Orders.......................15
6. Inspection of Contractor Operations.................................15
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7. Standards of Conduct............................. ..................15
D. CONTRACT ADMINISTRATION..................................................15
1. Contracting Officer Authority.......................................15
2. Identification of Correspondence....................................16
3. Consents and Approvals..............................................16
4. Escrow Agreement....................................................16
5. Government Annual Compensation......................................16
(a) Energy Revenue Component......................................16
(b) Steam Transfer Component (during or before 2019)..............16
(c) Steam Transfer Component (after 2019).........................16
6. Schedule of Monthly Payments........................................17
7. Revenue Payment Procedures..........................................17
(a) Payment Due Dates.............................................17
(b) Itemization of Government Revenue Share Payment...............17
8. Annual Audit........................................................17
SECTION III. CONTRACT CLAUSES................................................17
A. INSURANCE................................................................17
B. ASSIGNMENTS..............................................................18
1. Assignments for Contract Financing..................................18
2. Assignments of Contract.............................................18
C. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS..........................18
D. CONTRACTOR FACILITIES/OWNERSHIP..........................................19
E. FORCE MAJEURE............................................................19
F. INTEGRATION AND PRECEDENCE...............................................19
1. Integration.........................................................19
2. Precedence..........................................................19
G. DATA AND INFORMATION.....................................................19
H. SUBCONTRACTS.............................................................20
I. FEDERAL ACQUISITION REGULATION CLAUSES INCORPORATED
BY REFERENCE.............................................................20
J. FEDERAL ACQUISITION REGULATION CLAUSES IN FULL TEXT......................20
SECTION IV. REPRESENTATIONS AND CERTIFICATIONS...............................20
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SECTION I. INTRODUCTION
A. SCOPE OF THE CONTRACT
This Contract constitutes an agreement between the United States of America,
acting by and through the Secretary of the Navy (Government), and China Lake
Joint Venture, a California general partnership (Contractor) for the development
and utilization of the geothermal resource at the Naval Air Weapons Station
(NAWS) China Lake, California, as defined herein, for the production and sale of
electricity. This Contract is independent from, and not related to, any previous
contract involving the development and utilization of the NAWS geothermal
resource for the production and sale of electricity.
B. GENERAL INTENT
The Contractor shall have the right to explore and evaluate the geothermal
resource and the exclusive right to develop the geothermal resource and to
operate and maintain the Contractor-owned geothermal power plants; for the
purpose of selling electricity as authorized by 10 USC 2867 and 2869, applicable
regulations established by the Secretary of the Navy, and the provisions of this
Contract as now in effect, to the maximum extent permitted by law. All work
under this Contract shall be at no cost to the Government.
It is expressly understood the Contractor's right to perform is subject to its
operations having No Material Adverse Impact to the Government or the mission of
the NAWS, as determined in the sole discretion of the United States, and that
the Contractor shall conduct its activities in a manner so as to maximize the
beneficial use of the geothermal resource.
The Contractor's right to sell electric power to Southern California Edison or
other power purchaser(s) shall be in accordance with the terms of a separate
power purchase agreement(s), or arrangements and the Public Utility Regulatory
Policies Act, found at 16 USC 2601, et seq., requirements.
C. CONTRACT TERM
The contract period of performance is thirty (30) years, beginning on November
1, 2004 through October 31, 2034.
D. DEVELOPABLE LANDS
Fee title to the surface and mineral rights of the land available to the
Contractor for exploration and development is vested in the United States of
America. This property is described and depicted on the map found in Appendix
"A" hereto. The Government has authority to permit a contractor to explore and
develop the geothermal resource for the purpose of selling electric energy
beneath lands under its control. The total area available to the Contractor for
development (hereinafter called developable lands) is therefore about 4875
acres, or about 7.6 square miles. Except as provided in this Contract, no
interest in steam, electricity, water, earth, gravel, rocks or minerals will be
conveyed to the Contractor who explores the resource and develops the electric
power. Necessary quantities of these resources may be used by the Contractor at
no charge provided that:
1. The resource is incidental to the performance of this Contract; and
2. The resource is obtained by the Contractor from:
(a) Developable lands, or
(b) The surface of NAWS lands in the Coso area, exclusive of lands
identified in the National Register of Historic Places; and
3. The resource (other than electricity) is not transported outside NAWS
boundaries; and,
4. The resource (other than electricity) is not sold to anyone or
transferred to a party other than a subcontractor to or affiliate
of the Contractor; and,
5. The resource is utilized for the purpose intended by this Contract.
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Development and extraction of geothermal by-products must be accomplished in
accordance with existing law.
The Government has the unilateral right to expand the extent of the developable
lands if it is in the mutual interest of all parties concerned. The Contractor
shall provide a supplemental exploration and development plan covering any
proposed additional acreage. The proposal for additional acreage shall comply
with all applicable provisions set forth in this Contract.
E. REAL PROPERTY ENTRY PERMIT
The Government hereby grants to the Contractor, free of any rental or similar
charge, but subject to the limitations specified in this Contract, a revocable
permit to enter the service location for any proper purpose under this Contract,
including use of the site or sites agreed upon by the parties hereto for the
operation, and maintenance of the Contractor owned facilities located upon
Government premises. All new plant facilities, transmission lines and other
installations shall be subject to Government approval prior to construction.
F. DEFINITIONS
Unless the context otherwise clearly requires, each of the following terms, when
used in this Contract or in any appendix or attachment thereto with initial
capitals, will have the meaning set forth for such term below:
"BLM" shall refer to the U.S. Department of the Interior, Bureau of Land
Management.
"BLM North" shall refer to properties leased by the Contractor in whole or in
part covered by BLM lease numbers CA-11383, CA-11384, and CA-11385.
"Government" shall mean The United States of America acting by and through the
Secretary of the Navy.
"GPO" shall refer to the U.S. Navy Geothermal Program Office.
"KGRA" shall refer to a Known Geothermal Resource Area as defined in 30 USC
1001(e).
"Materially Detrimental" shall mean those production operations that do not
conform to the "best practice," and that are not conducted in a manner that
protects the Coso geothermal resource and do not result in its maximum ultimate
recovery and beneficial utilization. The term embraces the concept of minimum
waste of the resource, and is premised on reservoir-related changes in
production enthalpy or steam rate within the Coso KGRA. The threshold for
declaring that there has been a Materially Detrimental change is when either
enthalpy or steam rate changes beyond one standard deviation from the
Contractor's simulation-based, history-matched forecast for those parameters
over a period of as little as one month or as many as six months. The standard
deviation calculation shall utilize the most recent of the simulation forecasts
produced by the Contractor for the stated parameters developed prior to the
observed change.
"MWh" shall mean megawatt-hours (1,000,000 watt-hours).
"NAWS" shall mean the Naval Air Weapons Station located at China Lake,
California.
"Power Purchase Agreement" means a contract or arrangement between the
Contractor and the Contractor's power purchaser.
"Power Purchaser" means the public or private utility that purchases the
Contractor's generated power.
"Resource Management Plan" or "RMP" is the plan the Contractor is required to
submit to the Government annually that is intended to ensure the effective
management of the geothermal resource.
"SCE" means the Southern California Edison Company.
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"Unit" means a specific turbine-generator set and its associated facilities,
exclusive of all geothermal resources and wells. A unique number shall designate
each unit. At Coso there are six such units designated Navy Unit I-1, I-2, I-3,
II-4, II-5, and II-6. Notwithstanding the above, the parties understand and
agree that the contemplated number of units may be increased or decreased
commensurate with availability of steam.
SECTION II. GENERAL REQUIREMENTS
A. CONTRACTOR'S RIGHT TO PERFORM
1. No Material Adverse Impact - The Contractor acknowledges and agrees
that all activities will be conducted so as to cause no material
adverse impact to the Government or the mission of NAWS. In the event
the Government in its sole discretion reasonably determines that the
continuation of this Contract or any right granted to the Contractor
hereunder would create a material adverse impact unacceptable to the
Government, it is expressly understood that the Government may
suspend, limit, or restrict the right of access granted herein and
take such other measures as are necessary to protect national security
and the mission of NAWS. In the event that the Government takes any
such action, it will take reasonable actions to mitigate impact and
disruption to the Contractor's operations.
2. Protection of Environment and Culture - The Contractor has the
responsibility for conducting environmental and cultural resources
protection programs that are intended to protect these resources in a
manner to minimize disruption to all phases of the development
program. The Government has the final review and approval authority on
all aspects of the environmental and cultural resources protection
programs which approval shall not be unreasonably withheld or delayed.
The Contractor shall maintain close coordination with the Government
in order to ensure that NAWS China Lake can carry out its mission and
land management responsibilities without any conflict with
environmental and cultural resources protection requirements. The
Government has prepared a programmatic Environmental Impact Statement
(EIS) and Determination of Effect on Cultural Resources (DECR) that
fulfills the initial requirements and provides general environmental
management guidelines. The environmental and cultural resources
protection programs shall be in compliance with all applicable laws
and regulations including, but are not limited to, the following
Federal and State requirements:
National Environmental Policy Act
National Historic Preservation Act
Executive Order 11593
P. L. 92-195, Wild and Free Roaming Horses and Burros Endangered
Species Act of 1973
Rules and Regulations of the Great Basin Unified Air Pollution Control
District Water Quality Control Plans and Orders of the California,
Regional Water Quality Control Board, Lahontan Region Resources
Conservation and Recovery Act of 1976 California Environmental Quality
Act
(a) Environmental Permit Requirements - The Contractor will be
responsible for obtaining all necessary approvals, permits, etc.
at its expense including, but not limited to, those of wastewater
discharges, air pollution control and solid waste disposal
associated with operation of the projects.
(b) Environmental Impact Statement Responsibilities - A programmatic
Environmental Impact Statement has been prepared by the
Government. It is the Contractor's responsibility to prepare at
its cost a draft EIS for any such phase of development as
indicated in the programmatic EIS. The documents shall be
prepared by an independent specialized subcontractor and in
accordance with a scope of work both approved by the Government.
The Contractor will coordinate the subcontractor's activities
with the Government. The subcontractor must be prepared to affirm
its disassociation with any future financial gain associated with
the program (apart from follow-on of optional environmental
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effort as part of its scope of effort). Approval of the
Government with respect to contents of the EIS to ensure
compliance is required which approval shall not be unreasonably
withheld or delayed. Final review and public disclosure of the
EIS(s) prepared will be the responsibility of the Government as
the lead agency for implementation of the proposed development.
In this regard, an appropriate schedule for Government review of
the ongoing environmental documentation shall be established to
ensure conformity with compliance requirements. Additionally, the
EIS(s) for each contractual phase shall define the environmental
protection and management programs, including mitigation
measures, for the next phase of development in detail.
(c) Determining the Effect on Cultural Resource Responsibilities -
The Government has prepared a programmatic Determination of
Effect on Cultural Resources and the Contractor has prepared at
its cost the necessary documentation for development as stated in
the programmatic DECR. Said documents shall be updated, as
necessary, at the Contractor's expense to reflect additional
development required for continuing operations.
All such updates shall be performed by a specialized
subcontractor who must coordinate their activities with the
Government, and must be prepared to affirm its disassociation
with any future financial gain associated with the program (apart
from follow-on of optional effort as part of its scope of work).
The Government will approve the contents of the necessary
documentation to ensure compliance. Said approval shall not be
unreasonably withheld or delayed. Procedural compliance with
concerned Native Americans, the State Historic Preservation
Office (SHPO), and the Advisory Council on Historic Preservation
(ACHP) will be the responsibility of the Government as lead
agency. For each and every update, an appropriate schedule for
Government review of the ongoing documentation shall be
established to ensure compliance with the applicable statutory
requirements. Documentation for each contractual phase shall
define the cultural resources protection, preservation,
management and/or scientific salvage techniques including
avoidance or mitigation measures that are to be employed.
(d) Cultural Resources Management Plan (CRMP) - The Contractor is
responsible to prepare the CRMP for any future phase of
development. This plan is subject to review by the Government,
concerned Native Americans, SHPO and ACHP, and it shall address:
(i) Mitigation or avoidance of adverse effect on cultural
resources.
(ii) Compliance with applicable regulations of Title 36, Code of
Federal Regulations (CFR), Chapter VIII, Section 800.
(iii)Consultation procedures with concerned Native Americans,
SHPO and ACHP.
(iv) Protection, preservation and/or scientific salvage of
cultural resources in compliance with applicable county,
state and federal statutes.
3. Quiet Enjoyment. The Contractor shall have the right to explore and
evaluate the geothermal resource and the exclusive right to develop
the geothermal resource and to operate and maintain the
Contractor-owned geothermal power plants; for the purpose of selling
electricity as authorized by 10 USC 2867 and 2869, applicable
regulations established by the Secretary of the Navy, and the
provisions of this Contract as now in effect, to the maximum extent
permitted by law. The parties do not intend for this Contract to
constitute a lease for the Contractor on NAWS land and, accordingly,
this Contract shall not be interpreted as a lease. All work under this
Contract shall be at no cost to the Government. So long as the
Contractor performs in accordance with the terms of this Contract and
is continuing to do so, the Contractor shall and may, at all times
during the term of this Contract, peaceably and quietly have, hold and
enjoy the entry permit described in Sections I.B, I.E. and this
Section II.A.3 and all rights, preferences, appurtenances, and
privileges belonging or in any way appertaining thereto without
hindrance or molestation by the Government or any other person,
subject to the terms and conditions of this Contract.
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4. Notice, Cure and Dispute Procedures.
(a) Notice; Cure:
(i) Material Adverse Impact to NAWS Mission. In the event the
Government determines the Contractor's action(s) or
failure(s) to act result in a Materially Adverse Impact to
mission of NAWS as provided in Section II.A.1 and, as a
result, the Government decides to suspend, limit or restrict
the Contractor's right of access provided in this Contract,
then the Government will notify the Contractor in writing of
such determination and provide the Contractor with the
reasons therefor. If and to the extent that any such
suspension, limitation or restriction causes damage to the
Contractor or its operations, then the Contractor may
exercise any and all rights and remedies pursuant to the
disputes provisions of Section II.A.4(ii).
(ii) Acts or Omissions of the Contractor. In the event the
Government determines the Contractor's action(s) or
failure(s) to act result in a materially adverse impact to
the geothermal resource, the Government will notify the
Contractor in writing of such determination. The Contractor
will respond in writing within fifteen (15) calendar days of
receipt of the notification indicating the measures it
proposes for obviating or avoiding the materially adverse
impact and a proposed schedule for the implementation
thereof. If no response is received by the Government within
the initial fifteen (15) calendar days, then the Contractor
may remedy such failure to respond by providing to the
Government its proposed remedial measure within five (5)
calendar days from the initial due date. If the Government
reasonably determines that the Contractor's response does
not resolve the Government's concerns and indicates the same
to the Contractor in writing, the Contractor shall have an
additional fifteen (15) calendar days from receipt of the
Government's comments to supplement and/or amend its
proposed measures and provide the same in writing to the
Government. If the Government concurs in the proposed
measures and schedules, the Government and the Contractor
will modify this Contract accordingly. Notwithstanding the
foregoing, the Contractor shall have no more than
thirty-five (35) calendar days in the aggregate from the
date in which it received the Government's notice to propose
remedial measures reasonably acceptable to the Government -
e.g., 15 initial days, 5 day cure period plus 15 days to
amend/supplement the initial plan. If the Government
reasonably determines that the Contractor's proposed
remedial measures are insufficient or the Contractor fails
to respond within twenty (20) calendar days after receipt of
the Government's initial notice described above, then such
failure or insufficiency (as the case may be) will be
considered a material breach of this Contract. The
determination of material breach shall be transmitted to the
Contractor as a Contracting Officer's final decision with
appropriate direction to proceed under any determination
made under Section II.A.1.
(b) Disputes - Notwithstanding the foregoing, should the parties be
unable to resolve amicably any particular dispute, the parties
agree that this Contract is governed by the Contract Disputes Act
41 U.S.C. ss. 601, et seq., and as such all substantive and
procedural protections and remedies afforded by this Act will be
available to the parties. Any dispute decided under this
provision invoking the Contract Disputes Act shall be guided by
general federal procurement principles as reflected in applicable
statutes, and administrative and judicial determinations
pertaining to the interpretation of federal government contracts
5. No Termination for Convenience. The Government and the Contractor
acknowledge and agree that this Contract may not be terminated for the
Government's convenience.
B. COMPLIANCE WITH NAWS BASE REGULATIONS
The Commander, NAWS is the responsible agent of the Government for the
utilization of the land and airspace of NAWS. As such, the Commander, NAWS is
responsible for the protection of the health and safety of all personnel,
military and civilian, within the confines of NAWS, and is responsible for the
continuing preservation of the ability of NAWS to perform its mission of air
weapon research, development, test and evaluation. As such the Commander has
administrative control over all activities at NAWS, which are subject to his
approval.
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1. Access/Transportation Routes - Access to NAWS is a privilege granted
by Commander, NAWS that requires adherence to Government traffic
regulations, check-in/check-out procedures, radiation control
measures, environmental controls, area access limitations, and
electronic emission controls. Access to range lands shall be on a
not-to-interfere basis with Government test schedules and shall be
limited to that specific area being explored, developed or produced.
Access schedules shall be established on a weekly basis with the
Government. The Public Works Officer, NAWS will have the authority to
provide emergency access for reasons of geothermal safety or other
drilling incidents requiring uninterrupted short term access to a
specific site or geothermal operation. Access shall require that there
be identified one responsible contact point for the Contractor who
shall at all times know who is present on NAWS lands, and this contact
point shall be reachable at all times in event evacuation is ordered.
It is expressly understood that the Government may limit or restrict
the right of access herein granted in any manner considered to be
necessary for the national security.
2. Security - Non-citizens of the U.S. who visit or work at, the Coso
geothermal area must obtain clearance from the GPO at least 96 hours
in advance of entering onto NAWS. Passes to enter onto NAWS shall be
in accordance with NAWS Instruction NAWSINST 5530.1, as amended from
time to time.
3. Radioactive Sources - No radioactive sources shall be brought into
NAWS until appropriate Government permits have been obtained. These
permits will be issued upon the Government verifying the license of
the operator to be valid for the proposed effort, and the Government
approving a standard operating procedure for dealing with lost sources
and handling damaged sources.
4. Electronic Radiation - No electronic radiation will be permitted
within NAWS until a permit is obtained that certifies this emission
will not interfere with the NAWS mission. The Government may, at
times, require electronic emission silence for up to four hours.
5. Hardening of Facilities - The Government may, from time to time,
require Contractor personnel on the NAWS ranges to evacuate the Coso
geothermal site or to take shelter as a means of protection from
weapons tests. Until such time as an acceptable hardened facility of
sufficient size to protect all personnel is constructed, all personnel
shall evacuate NAWS ranges when so ordered. After completion of a
hardened facility, personnel shall have the option of either
evacuating the ranges or taking shelter in the hardened facilities,
whichever can be done most expeditiously. The Contractor shall have
the option to provide hardened facilities during its operations.
6. Wellhead Revetment - To prevent damage, all wellheads shall be
revetted as specified in the Technical Specifications, all wells shall
be fitted with an approved below-ground flow limiter, all pipelines
fitted with automatic flow limiters, and all power plants equipped
with a hardened control room. In lieu of compliance with the preceding
sentence, the Contractor shall have the option to carry sufficient
insurance to cover losses due to the lack of these protective
measures; proof of such insurance shall be provided to the Contracting
Officer within 10 days of contract award, and shall remain in force
for the period of contract performance or until all wellheads are
revetted as specified in the Technical Specifications; all wells are
fitted with an approved below-ground flow limiter; all pipelines
fitted with automatic flow limiters; and all power plants equipped
with a hardened control room; whichever occurs first.
7. Injuries and Accidents - The Contractor shall conduct all activities
in accordance with the requirements of the Occupational Health and
Safety Act of 1971. All disabling injuries occurring on NAWS land
shall be reported to the GPO within 24 hours of such injury in
accordance with Chapter 14, Navy Instruction OPNAVINST 5100.23F. The
Government will retain the right to suspend any operation judged by
the Government to present an imminent danger to people or to
Government property.
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8. Public Release of Information - Prior to public release of
information, photographs, or other documents, concerning any aspect of
this Contract, the Contractor shall obtain approval from the COR,
except for releases of information required by law.
9. Unexploded Ordnance - As a result of past and ongoing NAWS operations,
the existence of unexploded ordnance and other hazardous material in
the Coso KGRA is very likely. Therefore, all military or Government
property found on the land surface or embedded in the land shall be
left in place. The Government shall be informed of the presence of all
hazardous or potentially hazardous ordnance or other material(s) at
once.
C. TECHNICAL SPECIFICATIONS
1. General Requirements - The Contractor acknowledges and agrees that it
will conduct its activities in a manner designed to protect and
efficiently utilize the geothermal resource and avoid actions that
will be Materially Detrimental. In the event the Government determines
that the reservoir has undergone Material Detriment, then the
Government can require the Contractor to suspend harmful production
actions until a suitable alternative can be devised. Notification of
any such determination will be made in accordance with Section II.A.4,
"Notice, Cure and Dispute Procedures". This suspension shall be
without recourse on the part of the Contractor, and shall in no way
affect the other terms and conditions of this Contract.
2. Project Development - Project development and operation may consist of
up to eight phases: (1) Resource Delineation; 2) Design and
Construction; (3) Resource Management Planning; (4) Power Production
and Field Operation; (5) Standard of Care; (6) Decommissioning and
Field Closure; (7) Disposition of Assets; and (8) Determination of
Fair Market Value. The Contractor shall be solely responsible for
providing all labor, materials, and equipment necessary to
investigate, delineate, develop, and sell the electricity generated
from geothermal resources located beneath the surface at NAWS.
(a) Resource Delineation - A substantial body of technical data and
information has already been compiled regarding the Coso
geothermal resource. The Contractor will use this information,
plus any additional data that is available or obtained by the
Contractor or the Government to select exploratory drill site
locations. At the completion of this phase, an analysis and
evaluation of the results will be conducted by the Contractor in
consultation with the Navy Geothermal Program Office, regarding
the feasibility of proceeding with an exploratory drilling
program. The product of this phase will be a field exploration
drilling plan that shall identify, at a minimum: the diameter,
target depth, and location of exploratory holes that will be
drilled; the schedule for obtaining necessary approvals and
permits; an environmental assessment of the drilling; and a
description of the well testing protocols that will be used to
evaluate the resource. A contingency plan acceptable to the
Government shall be prepared by the Contractor and implemented in
the event of a blowout of a well. Contingency plans shall be
prepared, and/or updated yearly, containing plans for immediate
implementation of corrective actions in case of emergency
situations resulting from operational or equipment failure
causing hazardous conditions (for example: blowouts, wastewater
spills, excessive missions to the atmosphere, fire and safety
hazards, etc.). Said plan shall be periodically reviewed by the
Contractor and Government and modified as appropriate.
During the field exploration drilling stage, the Contractor shall
drill geothermal wells as necessary in the Contractor's
commercial business judgment to further delineate and evaluate
the geothermal reservoir. Flow testing of the wells shall be
performed as deemed appropriate by the Contractor. Once flow
testing is completed, an exploratory well can be shut-in if it is
not commercially productive, or it can be left on slow bleed
until it is converted to a production well at a later date.
Results from the drilling phase will be used to prepare a
comprehensive reservoir evaluation that will be the foundation
for the decision to proceed with, or to abandon any new project.
(b) Design and Construction -All designs of power generation
facilities, gathering lines, and related facilities must conform
to applicable local, state, and Federal building codes for such
facilities, and for the given geographic location, to ensure
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adequate levels of personnel health and safety. Each drawing
shall bear the seal and signature of the registered architect,
landscape architect, or professional engineer who prepared the
design or supervised the preparation of the documents for the
specific technical design disciplines, and all facilities must
then be constructed in accordance with those approved designs.
Existing roads or roads constructed by the Contractor shall be
maintained at the Contractor's expense throughout the life of
this Contract.
The Contractor shall be responsible for all costs and effects
associated with installation, operation, and maintenance of any
utility system, which may be required to support plant
operations.
The Contractor shall erect a chain-link fence, or equivalent
barrier on the boundary of the plant site, and shall furnish keys
to all access gates to the designated Government Technical
Representative.
(c) Resource Management Planning - The Contractor shall prepare and
maintain a Resource Management Plan (RMP) describing current
knowledge of the geothermal resource and how it will be produced.
This plan shall include such items as: equipment and design
upgrades, schedules of preventive maintenance, drilling of new
production and injection wells, rates and locations of injection,
power availability, reservoir models, and fluid flow within the
reservoir. This RMP shall be updated annually and submitted in
November of each year. The GPO shall review the plan and provide
comments and questions, which the Contractor shall address in
writing. The Contractor may not proceed with implementation of
the annual RMP until GPO has approved it, which shall be no later
than 1 January of the year following submittal. GPO may not
unreasonably withhold such approval.
(d) Power Production and Field Operation - The Contractor shall
operate and maintain the geothermal field, power plant, and
related facilities, and shall continue field development in
accordance with approved plans, field drilling rules, pipeline
repair protocols, routine well field operations, and schedules at
its expense. This shall include, but not be limited to: well
maintenance, drilling of supplemental wells, and maintenance of
power plant and related facilities. Wells no longer satisfactory
for use or production shall be plugged and abandoned according to
procedures described in the GROs, or in accordance with a
Government approved alternative procedure. At all times including
upon expiration or termination of this Contract, title to all
wells and casings shall remain with the Government.
The Contractor shall be solely responsible for delivery of all
electricity under the terms and conditions of the prevailing
project Power Purchase Agreement, and shall report to Government
steam/brine production, gross and net electricity generation, and
general maintenance reports on a monthly basis.
(e) Standard of Care - The Contractor, at its expense, shall operate,
and maintain all Contractor-owned facilities to a standard of
care required to execute the terms and conditions of this
Contract in all material respects. All facilities including
wellheads, pipelines and associated structures, buildings, roads,
fences, and other appurtenances thereto, shall be maintained in
good working order and shall comply with all applicable safety,
operations, and environmental standards for assets and equipment
of that type. The Contractor shall be responsible for providing
fire protection capability for its operations. The Government
reserves the right to suspend the Contractor's operations should
the Contractor fail to maintain the standard of care required by
applicable codes and standards. Notification of any such
suspension will be made in accordance with Section II.A.4,
"Notice, Cure and Dispute Procedures".
(f) Decommissioning and Field Closure - The Government will inform
the Contractor in writing no later than December 31, 2030 if it
intends to conduct an open competition for a new contractor to
develop the geothermal resource and operate the facility and
assume all responsibility to decommission the facility and plug
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and abandon the projects' geothermal wells. In the event the
Government determines that the resource is no longer viable for
power production, or at the end of the term of this Contract, the
Government may, at its sole option, require that the facility
shall be decommissioned. Such decommissioning shall consist of
removal of all power generation, transmission, and related
facilities, including all above ground structures constructed by
the Contractor. The surface shall then be restored to as near
original condition as possible. All such restoration work shall
be completed by the Contractor at no cost to the Government
within one year of last production unless otherwise waived by the
Government.
(g) Disposition of Assets - Should the Government decide to continue
operation of the Coso geothermal electricity generation project,
the Contractor shall cooperate with the Government to facilitate
competition for the right to operate, maintain, and further
develop the Coso geothermal resource and the Government shall
require all bidders to agree to comply with such requirements as
part of their bids to become the new contractor. Should the
Contractor not be the successful offeror, it agrees to sell all
improvements to a new operator, as the Government may select, at
Fair Market Value.
(h) Determination of Fair Market Value of Facilities -Solely for
purposes of determining Fair Market Value in the preceding
Section II.D.2(g), "Fair Market Value" of the project shall be
the price which a buyer would be willing to pay for acquisition
of all the project assets and rights and a seller would be
willing to sell, neither being under any compulsion to act,
determined at arms' length based upon prevailing market
comparables and not less than projected cash flows discounted at
prevailing mortgage financing rates applicable to comparable
projects; less the estimated cost to decommission the facilities
and plug and abandon the geothermal wells (exclusive of plant,
facilities and equipment) upon the termination of the project,
such estimate to be prepared contemporaneously with the appraisal
with respect to future abandonment of the wells; provided,
however, that in no event shall the Fair Market Value be less
than zero (0). If the parties are unable to negotiate a mutually
agreed Fair Market Value within thirty (30) days after either
party's request, then each party shall engage at its own expense
an experienced appraiser to perform an appraisal of the Fair
Market Value in accordance with the above standards, to be
completed within sixty (60) days. If the two appraisals are
within 10% of the higher appraised value, the average of the two
appraisals will be deemed the Fair Market Value. If not, then the
two appraisers will select a third appraiser, whose appraisal
will be completed as soon as possible at the shared expense of
the parties, and the Fair Market Value will then be the average
of the two closest appraisals or all three if they are equally
distant, and such average will be deemed the Fair Market Value.
3. Steam Transfers
(a) Transfers Between the Projects - The Government herein
consents to the exchange and transfer of steam between the
Government contract lands and the BLM facilities located at
Coso in accordance with the Steam Transfer Agreement,
Appendix "B", and subject to the following conditions:
(i) Transfers will be of steam for purposes of generating
electric power. Transfers of brine and/or condensate
may be either for flashing to power-generating steam,
for injection, or for prevention of scale.
(ii) All transfers shall be strictly monitored by the
Contractor by means of continuous flow measuring and
recording devices subject to mutual agreement between
the Government and the Contractor. Meters shall be
calibrated and certified prior to installation and
operation, and shall be re-calibrated at least once a
year by using a mutually agreed upon technique.
(iii)Measurement points shall be approved by the
Government, BLM, and the Contractor in advance of
installation and operation of the measurement devices.
Flow at the measurement points shall be recorded daily
in units of pounds of mass and shall be reported to the
Government on a weekly basis as part of routine
reporting of geothermal fluid production and electric
power generation.
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(iv) Reservoir model simulations shall be run at least every
six (6) months, or more frequently, as needed, using
up-to-date production and monitoring information.
Results of such simulations shall be conveyed to the
GPO promptly upon completion.
(b) In-Kind Transfers From BLM North to Government - The
Government agrees to permit the Contractor to make in-kind
transfers of steam from BLM North producing wells to
Government properties in accordance with the Steam Transfer
Agreement, Appendix "B". An in-kind transfer is defined as
the MWh equivalent of steam transferred from BLM North to
Government facilities which shall be offset by an equal MWh
equivalent of steam transferred from Government contract
lands to BLM. Such "in-kind" amounts shall not be included
in the calculation of Government revenues.
Measuring devices shall be installed to record the
quantities of steam that are transferred between the
projects. Accuracy of the devices at the intertie point
shall be equal to or better than, that used to quantify
steam transfers between Government contract lands and the
BLM leased lands. These measuring devices shall be
calibrated and tested in the same manner as those found at
the Navy-BLM intertie.
4. Meter Test - The Contractor, at its expense, shall periodically
inspect and test meters installed at the plant site, at intervals no
longer than one (1) year. The Government shall be given ample notice
of the test date and time, and shall be afforded the opportunity to
witness the test. If the meter is suspected of being out of tolerance
between annual inspections, upon written request of the Contracting
Officer, the Contractor shall schedule a meter test. Upon completion
of the test, the Contractor shall provide copies of all test data to
the Government. The cost of such tests shall be borne by the
Government if the percentage of error is found to be not more
than+/-2%. Any meter found to be in error+/-two percent (2%) shall be
replaced with a new meter, at the Contractor's expense. No meter that
registers in excess of one hundred percent (100%) when tested under
normal operating conditions shall be placed in service.
The Government may, at any time, conduct their own independent meter
test and shall provide results of such test to the Contractor;
provided, however, that the Contractor shall have the right to retest
and verify the results of such independent test. Should the meter be
found to be out of tolerance as defined above, the Contractor shall
immediately replace the faulty meter with a new device at their
expense.
5. Geothermal Resources Operational (GRO) Orders - The GRO Orders, as
published by the United States Department of Interior, Geological
Survey, Conservation Division, Office of the Area Geothermal
Supervisor, and Title 30, Chapter II of the Code of Federal
Regulations shall be adhered to subject to certain interpretations
that are discussed in more detail under this Section II.C, "Technical
Specifications".
6. Inspection of Contractor Operations - Government inspection will be
performed by the Contracting Officer or his designated representative
to verify that the Contractor's activities are consistent with the
terms of this Contract.
7. Standards of Conduct - The Contractor shall maintain a Standards of
Conduct Program for all employees, and establish a Standards of
Conduct Plan to implement the Program to ensure that employees working
on this Contract maintain highest standards of ethical conduct. Upon
request, the Government shall be provided access to a copy of the Plan
and any reports required under the Plan that may have been submitted
by the Contractor's Compliance Officer or to the Contractor's
Government Relations Committee.
D. CONTRACT ADMINISTRATION
1. Contracting Officer Authority - An authorized representative of the
Contracting Officer will administer this Contract; however, in no
event shall any understanding or agreement between the Contractor and
15
any Government employee other than the Contracting Officer on any
contract, modification, change order, letter or verbal direction to
the Contractor be effective or binding upon the Government. All such
actions must be formalized by a proper contractual document executed
by an appointed Contracting Officer. The Contractor is hereby put on
notice that in the event a Government employee other than the
Contracting Officer directs a change in the work to be performed or
increases the scope of the work to be performed, it is the
Contractor's responsibility to make inquiry of the Contracting Officer
before making the deviation. The authorized representatives of the
Contracting Officer are indicated hereinafter:
(a) The Contracting Officer's Representative (COR) will be designated
by the Contracting Officer as the authorized representative of
the Contracting Officer. The COR is responsible for monitoring
performance and the technical management of the effort required
hereunder, and should be contacted regarding questions or
problems of a technical nature.
(b) The designated Contract Specialist will be the Administrative
Contracting Officer's representative on all other Contract
administrative matters. The Contract Specialist should be
contacted regarding all matters pertaining to this Contract.
(c) The designated representative of the Contractor will be the
Contractor's representative on all matters pertaining to this
Contract.
2. Identification of Correspondence -All correspondence and data
submitted by the Contractor under this Contract shall be marked: Coso
Geothermal Resource Development, NAWS, China Lake.
3. Consents and Approvals - Whenever a party's consent or approval is
required pursuant to the terms of this Contract such consent and/or
approval shall not be unreasonably withheld or delayed. In the event a
party determines not to give its approval or consent, it shall notify
the other party in writing within thirty (30) days and state the
reasons for not approving or consenting.
4. Escrow Agreement. The parties have executed that certain Escrow
Agreement, in the form attached hereto as Appendix "C", which is
hereby incorporated by reference and made a part hereof.
5. Government Total Annual Compensation - The total annual compensation
paid by the Contractor to the Government shall be calculated as set
forth hereinafter and shall be paid in accordance with the "Monthly
Payment Schedule" set forth in Section II.D.6 below:
(a) Energy Revenue Component - fifteen percent (15%) of the revenue
received by the Contractor for production and sale of energy to
include, but not limited to, those received for electrical energy
sales and capacity payments of all types as established in the
baseline Appendix "D"; plus fifty percent (50%) of revenue that
exceeds the baseline, the total of which is not to exceed twenty
percent (20%) of the total annual revenue received by the
Contractor.
(b) Steam Transfer Component- during or before 2019 (excluding
in-kind transfers) -
(i) Steam transferred from the Navy to BLM - fifteen percent
(15%) of the equivalent electrical energy revenue (other
than those relating to in-kind transfers) value of steam
transferred from Navy lands to BLM and capacity payments of
all types related thereto;
(ii) Steam transferred from BLM to Navy (fifteen percent (15%)
minus the Minerals Management Service Compensation Rate or
its successor) times (kwh equivalent of transferred steam)
times (sales price of the electricity).
(c) Steam Transfer Component - after 2019 (excluding in-kind
transfers) -
(i) An average annual steam transfer baseline shall be
established by averaging the amount of High Pressure and Low
Pressure steam transferred from Navy to BLM and from BLM to
Navy per year during the period from January 1, 2015 through
December 31, 2019 ("Steam Transfer Baseline");
16
(ii) Steam transferred from the Navy to BLM up to the Steam
Transfer Baseline - fifteen percent (15%) of the equivalent
electrical energy revenue value of steam transferred from
Navy lands to BLM and capacity payments of all types related
thereto;
(iii)Steam transferred from Navy lands to BLM in excess of the
Steam Transfer Baseline - eighteen percent (18%) of the
equivalent electrical energy revenue value of steam
transferred from Navy lands to BLM and capacity payments of
all types related thereto;
(iv) Steam transferred from BLM to Navy (fifteen percent (15%)
minus the Minerals Management Service Compensation Rate)
times (kwh equivalent of transferred steam) times (sales
price of the electricity).
The method for calculating the equivalent electrical (kwh) energy
revenue value shall be as specified in Appendix "B".
6. Schedule of Monthly Payments - The monthly payment by or on behalf of
the Contractor to the Government shall be fifteen percent (15%) of the
Energy Revenue Component received by the Contractor; plus fifteen
percent (15%) of the electrical energy revenue value of steam and
capacity payments of all types related thereto.
The method for calculating the equivalent electrical (kwh) energy
revenue value shall be as specified in Appendix "B".
7. Revenue Payment Procedures - Monthly payments to the Government shall
be in accordance with the following:
(a) Payment Due Dates - Payments to the Government for revenues
received in a given month shall be payable at any time prior to
and due on the 20th day following the date in which the revenues
were received. The Contractor shall convey payment to the
Government by wire or check made payable to the "US Treasury",
with no mailing address on the face of the check. Payments shall
be sent via bank wire or overnight courier or hand-delivered to:
Geothermal Program Office (ESC 25)
ATTN: GPO Business Manager
Naval Air Weapons Station
429 E. Bowen Road, Mail Stop 4011
China Lake, CA 93555-6108
(b) Itemization of Government Revenue Share Payment - Along with the
monthly revenue payment, the Contractor shall provide two copies
of an itemized breakdown of the revenue share paid to the
Government; one copy must be provided to the GPO, and the other
copy must be provided to the Contracting Officer. The breakdown
shall show the amount of revenue allocated to the Energy Revenue
Component of the payment, and to the Steam Transfer Component of
the payment.
8. Annual Audit - In the first quarter of each calendar year the
Contractor and the Government will review revenue amounts received by
the Contractor and amounts paid by the Contractor to the Government as
compensation during the previous year. The purpose of this audit is to
determine if amounts paid conform to the requirements of this Contract
for Government Annual Compensation pursuant to Section II.D. above.
Should this audit identify over or underpayments, appropriate
adjustments shall be made in subsequent payments made by the
Contractor as the Government and the Contractor may agree.
SECTION III. CONTRACT CLAUSES AND PROVISIONS
A. INSURANCE
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1. Within fifteen days after award of this Contract, the Contractor shall
furnish the Contracting Officer a Certificate of Insurance as evidence
of the existence of the following insurance coverage in amounts not
less than the amounts specified below in accordance with the FAR
clause 52.228-5 entitled "Insurance Work On a Government Installation
(Jan 1997)".
2. COVERAGE. The Contractor shall maintain the following insurance:
(a) Comprehensive General Liability: $500,000 per occurrence
(b) Automobile Liability: $200,000 per person; $500,000 per
occurrence for bodily injury; $20,000 per occurrence for property
damage
(c) Workmen's Compensation: Amounts as required by Federal and State
Worker's compensation and occupational disease laws; not
withstanding the fact some or all of the work under this Contract
may be performed under exclusive federal jurisdiction.
(d) Employer's Liability Coverage: $100,000, except in states where
worker's compensation may not be written by private carriers
(e) Others as required by state law, not withstanding the fact some
or all of the work under this Contract may be performed under
exclusive federal jurisdiction.
3. Above insurance coverages are to extend to the Contractor personnel
operating Government owned equipment
4. The Certificate of Insurance shall further provide for a thirty-day
written notice to the Contracting Officer by the insurance company
prior to cancellation or material change in policy coverage. Other
requirements and information are contained in the Clause entitled
"Insurance Work On a Government Installation (Jan 1997)" contained in
the General Provisions.
B. ASSIGNMENTS
1. Assignments for Contract Financing. In order to secure financing for
the performance of this Contract, the Contractor may assign to one or
more legal entities rights under this Contract under the following
conditions:
(a) the assignment is made to a bank, trust company, or other
financing institution, including any Federal lending agency,
(b) written notice of the assignment is given to the Government, and
(c) the assignment is made to only one party, except that any
assignment may be made to one party as an agent or trustee for
two or more parties participating in financing.
Government agrees to cooperate with any such assignment pursuant to
this Paragraph. Assignments related to and in effect as of the date of
this Contract are specified in Appendix "E".
2. Assignments of Contract. In the event the Contractor intends to assign
or transfer obligations or rights regarding performance of this
Contract, whether in the form of reorganizing, creating subsidiaries,
subcontracting, or similar devices, the Contractor shall give the
Government notice of such intent at least 60 days prior to effecting
such transaction. Consent of the Government is not required for an
assignment of this Contract unless such assignment results in the
release of the Contractor's liabilities to the Government under this
Contract.
C. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS
The Contractor shall at all times during the term of this Contract faithfully
observe and comply with, at its sole cost and expense, the provisions of all
applicable federal, state and local laws, rules, codes, regulations, orders,
ordinances, and other governmental standards and requirements, and shall obtain
all applicable licenses, permits, approvals, and easements necessary for the
development and use of the geothermal resource at the Coso KGRA area located at
18
NAWS. The Contracting Officer may request evidence of such permits and licenses
at any time during the term of this Contract.
The Contractor and its employees shall become acquainted with and obey all
Government regulations as posted, or as requested by the Contracting Officer or
the Contracting Officer's Representative; applicable Naval Air Weapons Station
Safety and Security Instructions; the Geothermal Resources Operational Orders as
published by the Geological Survey; the Geothermal Steam Act; the Geothermal
Energy Research, Development and Demonstration Act; the Federal Land Planning
and Management Act; the Defense Withdrawal Act of 1958 (P.L. 85-337); Title 30,
the Code of Federal Regulations; and the Occupational Safety and Health Act, or
any successor statutes thereto, all as from time to time amended. This list is
not all-inclusive and it is the sole responsibility of the Contractor to
acquaint itself with and obey all applicable federal, state and local laws,
rules, codes, regulations, orders, ordinances, and other governmental standards
and requirements and other legal constraints or requirements.
D. CONTRACTOR FACILITIES/OWNERSHIP
The Contractor, at its expense, shall furnish, install, operate, and maintain
all facilities required to fully execute the terms and conditions of this
Contract. Title to all of these facilities shall remain with the Contractor, and
the Contractor shall be responsible for any taxes associated with the ownership
or operation of these facilities.
E. FORCE MAJEURE
Neither the Contractor nor the Government shall be in default under this
Contract if such performance of any obligation, duty or act is delayed or
prevented by or due to events of Force Majeure.
The term "Force Majeure" shall mean acts of God, labor disputes, fire, freight
embargos, unavoidable casualty, flood, earthquake, epidemic, civil disturbance,
terrorism, war, riot, sabotage any other similar act or condition, but only to
the extent the event in question is beyond the reasonable control and without
the fault or negligence of the delayed party.
In the case of delay due to Force Majeure, the time within which the party must
comply with any of the terms, covenants and conditions of this Contract shall be
extended by a period of time equal to the period of time that performance by the
party is delayed or prevented by the causes specified above, provided that
within thirty (30) days of the commencement of the cause of delay the party
shall have notified the other party of the existence of such cause of delay.
F. INTEGRATION AND PRECEDENCE
1. Integration. This Contract and the Appendices contain the entire
agreement between the parties and supersede all prior written and/or
oral representations and/or agreements with respect to the subject
matter herein.
2. Precedence. Notwithstanding anything in this Contract to the contrary,
in the event of any inconsistency between the laws, orders, rules and
regulations referenced in this Contract and the Contract text, the
Contract text shall govern to the maximum extent permitted by law. If
and to the extent any provision of an Appendix to this Contract
conflicts with the terms of this Contract, or any of them, the terms
of this Contract shall control in all respects.
G. DATA AND INFORMATION
Ownership and all rights pertaining thereto of all technical data related to
resource delineation, production, injection, general geology, geophysics, and
engineering performance generated by the Contractor during the term of this
Contract including in the Government's discretion such data as precedes this
Contract that is necessary to make data generated during this Contract useful
for governmental purposes; and all data on flow, chemistry of fluids, and
reservoir conditions and structure shall rest with the Government and such data
shall be provided at no cost to the Government no later than 90 days after the
19
Contractor obtains the data. The Government may use such data for independent
evaluation of geothermal reservoir performance or condition. The Contractor
shall be entitled to use these data for performance under this Contract.
Ownership and all rights pertaining thereto of all well logs and all other
technical data identified in GRO Order No. 5 shall rest with the Government and
such data shall be provided at no cost to the Government no later than 90 days
(or less if so identified in the applicable version of GRO Order No. 5) after
the Contractor obtains data.
H. SUBCONTRACTS
The requirements of this Contract shall be included in any subcontracts awarded
by the Contractor or any subcontractors, at any tier, performing work associated
with development and operation of the geothermal resource at NAWS.
I. FEDERAL ACQUISITION REGULATION CLAUSES AND PROVISIONS INCORPORATED BY
REFERENCE
1. 52.203-3 Gratuities (Apr 1984)
2. 52.203-5 Covenant Against Contingent Fees (Apr 1984)
3. 52.222-26 Equal Opportunity (Apr 2002)
4. 52.223-6 Drug Free Workplace (May 2001)
5. 52.232-23 Assignment of Claims (Jan 1986)
6. 52.236-13 Accident Prevention (Nov 1991)
J. FEDERAL ACQUISITION REGULATION CLAUSES AND PROVISIONS INCORPORATED IN FULL
TEXT
1. Officials Not to Benefit, (APR 1984). No member of, or delegate to,
Congress, or Resident Commissioner, shall be admitted to any share of
this agreement, or to any benefit arising from the agreement. This
provision shall not be construed to extend to this agreement if made
with a corporation for its general benefit.
2. Affirmative Action Compliance, FAR 52.222-25, (Apr 1984). The
Contractor represents that:
a) It *has developed and has on file, * has not developed and does
not have on file, at each establishment, affirmative action
programs required by the rules and regulations of the Secretary
of Labor (41 CFR 60-1 and 60-2); or
b) It * has not previously had contracts subject to the written
affirmative action programs requirement of the rules and
regulations of the Secretary of Labor.
SECTION IV REPRESENTATIONS AND CERTIFICATIONS
COMMERCIAL AND GOVERNMENT ENTITY CODE (CAGE): 1K8R2
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DUN AND BRADSTREET NUMBER: 061594717
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52.204-6 DATA UNIVERSAL NUMBERING SYSTEM (DUNS) NUMBER (OCT 2003)
COVENANT AGAINST CONTINGENT FEES
52.203-5 (APR 1984)
(a) The Contractor warrants that no person or agency has been employed or
retained to solicit or obtain this Contract upon an agreement or understanding
for a contingent fee, except a bona fide employee or agency. For breach or
violation of this warranty, the Government shall have the right to annul this
Contract without liability or, in its discretion, to deduct from the contract
price or consideration, or otherwise recover, the full amount of the contingent
fee.
20
(b) "Bona fide agency," as used in this clause, means an established commercial
or selling agency, maintained by a contractor for the purpose of securing
business, that neither exerts nor proposes to exert improper influence to
solicit or obtain Government contracts nor holds itself out as being able to
obtain any Government contract or contracts through improper influence.
"Bona fide employee," as used in this clause, means a person, employed by a
contractor and subject to the contractor's supervision and control as to time,
place, and manner of performance, who neither exerts nor proposes to exert
improper influence to solicit or obtain Government contracts nor holds out as
being able to obtain any Government contract or contracts through improper
influence.
"Contingent fee," as used in this clause, means any commission, percentage,
brokerage, or other fee that is contingent upon the success that a person or
concern has in securing a Government contract.
"Improper influence," as used in this clause, means any influence that induces
or tends to induce a Government employee or officer to give consideration or to
act regarding a Government contract on any basis other than the merits of the
matter.
(End of clause)
CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN
FEDERAL TRANSACTIONS
52.203-11 (APR 1991)
(a) The definitions and prohibitions contained in the clause, at FAR 52.203-12,
Limitation on Payments to Influence Certain Federal Transactions, included in
this solicitation, are hereby incorporated by reference in paragraph (b) of this
Certification.
(b) The offeror, by signing its offer, hereby certifies to the best of his or
her knowledge and belief that on or after December 23, 1989,--
(1) No Federal appropriated funds have been paid or will be paid to any person
for influencing or attempting to influence an officer or employee of any agency,
a Member of Congress, an officer or employee of Congress, or an employee of a
member of Congress on his or her behalf in connection with the awarding of any
Federal contract, the making of any Federal grant, the making of any Federal
loan, the entering into of any cooperative agreement, and the extension,
continuation, renewal, amendment or modification of any Federal contract, grant,
loan, or cooperative agreement;
(2) If any funds other than Federal appropriated funds (including profit or fee
received under a covered Federal transaction) have been paid, or will be paid to
any person for influencing or attempting to influence an officer or employee of
any agency, a Member of Congress, an officer or employee of Congress or an
employee of a Member of Congress on his or her behalf in connection with this
solicitation, the offeror shall complete and submit, with its offer, OMB
standard form LLL, Disclosure of Lobbying Activities, to the Contracting
Officer; and
(3) He or she will include the language of this certification in all subcontract
awards at any tier and require that all recipients of subcontract awards in
excess of $100,000 shall certify and disclose accordingly.
(c) Submission of this certification and disclosure is a prerequisite for making
or entering into this Contract imposed by section 1352, title 31, United States
Code. Any person who makes an expenditure prohibited under this provision, shall
be subject to a civil penalty of not less than $10,000, and not more than
$100,000, for each such failure.
(End of clause)
21
TAXPAYER IDENTIFICATION
52.204-3 (OCT 1998)
(a) Definitions.
Common parent, as used in this provision, means that corporate entity that owns
or controls an affiliated group of corporations that files its Federal income
tax returns on a consolidated basis, and of which the offeror is a member.
Taxpayer Identification Number (TIN), as used in this provision, means the
number required by the Internal Revenue Service (IRS) to be used by the offeror
in reporting income tax and other returns. The TIN may be either a Social
Security Number or an Employer Identification Number.
(b) All offerors must submit the information required in paragraphs (d) through
(f) of this provision to comply with debt collection requirements of 31 U.S.C.
7701(c) and 3325(d), reporting requirements of 26 U.S.C. 6041, 6041A, and 6050M,
and implementing regulations issued by the IRS. If the resulting contract is
subject to the payment reporting requirements described in Federal Acquisition
Regulation (FAR) 4.904, the failure or refusal by the offeror to furnish the
information may result in a 31 percent reduction of payments otherwise due under
the contract.
(c) The TIN may be used by the Government to collect and report on any
delinquent amounts arising out of the offeror's relationship with the Government
(31 U.S.C. 7701(c)(3)). If the resulting contract is subject to the payment
reporting requirements described in FAR 4.904, the TIN provided hereunder may be
matched with IRS records to verify the accuracy of the offeror's TIN.
(d) Taxpayer Identification Number (TIN):
_X_ TIN: 94-272-0574 (Contractor)
68-013-3679 (Coso Finance Partners)
98-310-2796 (Coso Power Developers)
These entities file separate tax returns.
___ TIN has been applied for.
___ TIN is not required because:
___ Offeror is a nonresident alien, foreign corporation, or foreign partnership
that does not have income effectively connected with the conduct of a trade or
business in the United States and does not have an office or place of business
or a fiscal paying agent in the United States;
___ Offeror is an agency or instrumentality of a foreign government;
___ Offeror is an agency or instrumentality of the Federal Government.
(e) Type of organization.
___ Sole proprietorship;
_X_ Partnership (applicable to all identified in (d) above);
___ Corporate entity (not tax-exempt);
___ Corporate entity (tax-exempt);
___ Government entity (Federal, State, or local);
___ Foreign government;
___ International organization per 26 CFR 1.6049-4;
___ Other___________________________________
(f) Common parent.
_X_ Offeror is not owned or controlled by a common parent as defined in
paragraph (a) of this provision (applicable to all identified in (d) above)
___ Name and TIN of common parent:
22
Name_______________________________________
TIN________________________________________
(End of provision)
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, PROPOSED DEBARMENT, AND
OTHER RESPONSIBILITY MATTERS
52.209-5 (DEC 2001)
(a)(1) The Offeror certifies, to the best of its knowledge and belief, that--
(i) The Offeror and/or any of its Principals--
(A) Are [ ] are not [X] presently debarred, suspended, proposed for debarment,
or declared ineligible for the award of contracts by any Federal agency;
(B) Have [ ] have not [X], within a three-year period preceding this offer, been
convicted of or had a civil judgment rendered against them for: commission of
fraud or a criminal offense in connection with obtaining, attempting to obtain,
or performing a public (Federal, state, or local) contract or subcontract;
violation of Federal or state antitrust statutes relating to the submission of
offers; or commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, tax evasion, or receiving
stolen property; and
(C) Are [ ] are not [X] presently indicted for, or otherwise criminally or
civilly charged by a governmental entity with, commission of any of the offenses
enumerated in subdivision (a)(1)(i)(B) of this provision.
(ii) The Offeror has [ ] has not [X], within a three-year period preceding this
offer, had one or more contracts terminated for default by any Federal agency.
(2) "Principals," for the purposes of this certification, means officers;
directors; owners; partners; and, persons having primary management or
supervisory responsibilities within a business entity (e.g., general manager;
plant manager; head of a subsidiary, division, or business segment, and similar
positions).
THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY OF THE
UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR FRAUDULENT CERTIFICATION
MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER SECTION 1001, TITLE 18, UNITED
STATES CODE.
(b) The Offeror shall provide immediate written notice to the Contracting
Officer if, at any time prior to contract award, the Offeror learns that its
certification was erroneous when submitted or has become erroneous by reason of
changed circumstances.
(c) A certification that any of the items in paragraph (a) of this provision
exists will not necessarily result in withholding of an award under this
solicitation. However, the certification will be considered in connection with a
determination of the Offeror's responsibility. Failure of the Offeror to furnish
a certification or provide such additional information as requested by the
Contracting Officer may render the Offeror nonresponsible.
(d) Nothing contained in the foregoing shall be construed to require
establishment of a system of records in order to render, in good faith, the
certification required by paragraph (a) of this provision. The knowledge and
information of an Offeror is not required to exceed that which is normally
possessed by a prudent person in the ordinary course of business dealings.
(e) The certification in paragraph (a) of this provision is a material
representation of fact upon which reliance was placed when making award. If it
is later determined that the Offeror knowingly rendered an erroneous
certification, in addition to other remedies available to the Government, the
Contracting Officer may terminate the contract resulting from this solicitation
for default.
23
PLACE OF PERFORMANCE
52.215-6 (OCT 1997)
(a) The offeror or respondent, in the performance of any contract resulting from
this solicitation, ____ intends, [X] does not intend [check applicable block] to
use one or more plants or facilities located at a different address from the
address of the offeror or respondent as indicated in this proposal or response
to request for information.
(b) If the offeror or respondent checks "intends" in paragraph (a) of this
provision, it shall insert in the following spaces the required information:
- ------------------------------------------------------------------------
Place of performance (street Name and address of owner and
address, city, state, county, operator of the plant or facility
zip code) if other than offeror or respondent
- ------------------------------------------------------------------------
- ------------------------ ---------------------------
- ------------------------ ---------------------------
- ------------------------------------------------------------------------
PROHIBITION OF SEGREGATED FACILITIES
52.222-21 (FEB 1999)
(a) Segregated facilities, as used in this clause, means any waiting rooms, work
areas, rest rooms and wash rooms, restaurants and other eating areas, time
clocks, locker rooms and other storage or dressing areas, parking lots, drinking
fountains, recreation or entertainment areas, transportation, and housing
facilities provided for employees, that are segregated by explicit directive or
are in fact segregated on the basis of race, color, religion, sex, or national
origin because of written or oral policies or employee custom. The term does not
include separate or single-user rest rooms or necessary dressing or sleeping
areas provided to assure privacy between the sexes.
(b) The Contractor agrees that it does not and will not maintain or provide for
its employees any segregated facilities at any of its establishments, and that
it does not and will not permit its employees to perform their services at any
location under its control where segregated facilities are maintained. The
Contractor agrees that a breach of this clause is a violation of the Equal
Opportunity clause in this contract.
(c) The Contractor shall include this clause in every subcontract and purchase
order that is subject to the Equal Opportunity clause of this contract.
(End of clause)
PREVIOUS CONTRACTS AND COMPLIANCE REPORTS
52.222-22 (FEB 1999)
The offeror represents that --
(a) [ ] It has, { ] has not participated in a previous contract or subcontract
subject to the Equal Opportunity clause of this solicitation;
(b) [ ] It has, [ ] has not, filed all required compliance reports; and
(c) Representations indicating submission of required compliance reports, signed
by proposed subcontractors, will be obtained before subcontract awards. (End of
provision)
AFFIRMATIVE ACTION COMPLIANCE
52.222-25 (FEB 1984)
24
The offeror represents that
(a) [ ] it has developed and has on file, [X] has not developed and does not
have on file, at each establishment, affirmative action programs required by the
rules and regulations of the Secretary of Labor (41 CFR 60-1 and 60-2), or
(** Contractor does have an affirmative action policy, but since it has no
employees, this policy is not "on file", however, Contractor warrants that
it shall cause the managers or operators of the projects, as the case may
be, to have such policies on file.)
(b) [ ] has not previously had contracts subject to the written affirmative
action programs requirement of the rules and regulations of the Secretary of
Labor.
(End of provision)
CERTIFICATION OF TOXIC CHEMICAL RELEASE REPORTING
52.223-13 (AUG 2003)
(a) Executive Order 13148, of April 21,2000, Greening the Government through
Leadership in Environmental Management, requires submission of this
certification as a prerequisite for contract award.
(b) By signing this offer, the offeror certifies that--
(1) As the owner or operator of facilities that will be used in the performance
of this contract that are subject to the filing and reporting requirements
described in section 313 of the Emergency Planning and Community Right-to-Know
Act of 1986 (EPCRA) (42 U.S.C. 11023) and section 6607 of the Pollution
Prevention Act of 1990 (PPA) (42 U.S.C. 13106), the offeror will file and
continue to file for such facilities for the life of the contract the Toxic
Chemical Release Inventory Form (Form R) as described in sections 313(a) and (g)
of EPCRA and section 6607 of PPA; or
(2) None of its owned or operated facilities to be used in the performance of
this contract is subject to the Form R filing and reporting requirements because
each such facility is exempt for at least one of the following reasons: (Check
each block that is applicable.)
[ ] (i) The facility does not manufacture, process or otherwise use any toxic
chemicals listed under section 313(c) of EPCRA, 42 U.S.C. 11023(c);
[ ] (ii) The facility does not have 10 or more full-time employees as specified
in section 313.(b)(1)(A) of EPCRA 42 U.S.C. 11023(b)(1)(A);
[ ] (iii) The facility does not meet the reporting thresholds of toxic chemicals
established under section 313(f) of EPCRA, 42 U.S.C. 11023(f) (including the
alternate thresholds at 40 CFR 372.27, provided an appropriate certification
form has been filed with EPA);
[ ] (iv) The facility does not fall within the following Standard Industrial
Classification Code (SIC) designations or their corresponding North American
Industry Classification System sectors:
(A) Major group code 10 (except 1011, 1081, and 1094).
(B) Major group code 12 (except 1241).
(C) Major group codes 20 through 39.
(D) Industry code 4911, 4931, or 4939 (limited to facilities that combust
coal and/or oil for the purpose or generating power for distribution
in commerce).
(E) Industry code 4953 (limited to facilities regulated under the Resource
Conservation and Recovery Act, Subtitle C (42 U.S.C. 6921, et seq.),
5169, 5171, or 7389 (limited to facilities primarily engaged in
solvent recovery services on a contract or fee basis); or
25
[ ] (v) The facility is not located in the United States or its outlying areas.
DISCLOSURE OF OWNERSHIP OR CONTROL BY THE GOVERNMENT OF A TERRORIST COUNTRY
252.209-7001 (MAR 1998)
(a) Definitions. As used in this provision-
(1) "Government of a terrorist county" includes the state and the
government of a terrorist country, as well as any political subdivision,
agency, or instrumentality thereof.
(2) "Terrorist country" means a country determined by the Secretary of
State, under section 6(j)(1)(A) of the Export Administration Act of 1979
(50 U.S.C. App. 2405(j)(i)(A)), to be a country the government of which has
repeatedly provided support for acts of international terrorism. As of the
date of this provision, terrorist countries include: Cuba, Iran, Iraq,
Libya, North Korea, Sudan, and Syria.
(3) "Significant interest," means-
(i) Ownership of or beneficial interest in 5 percent or more of the
firm's or subsidiary's securities. Beneficial interest includes holding 5
percent or more of any class of the firm's securities in "nominee shares,"
"street names," or some other method of holding securities that does not
disclose the beneficial owner;
(ii) Holding a management position in the firm, such as a director or
officer;
(iii) Ability to control or influence the election, appointment, or
tenure of directors or officers in the firm;
(iv) Ownership of 10 percent or more of the assets of a firm such as
equipment, buildings, real estate, or other tangible assets of the firm; or
(v) Holding 50 percent or more of the indebtedness of a firm.
(b) Prohibition on award.
In accordance with 10 U.S.C. 2327, no contract may be awarded to a firm or
a subsidiary of a firm if the government of a terrorist country has a
significant interest in the firm or subsidiary, unless a waiver is granted
by the Secretary of Defense.
(c) Disclosure
If the government of a terrorist country has a significant interest in the
Offeror or a subsidiary of the Offeror, the Offeror shall disclose such
interest in an attachment to its offer. If the Offeror is a subsidiary, it
shall also disclose any significant interest the government of a terrorist
country has in any form that owns or controls the subsidiary. The
disclosure shall include-
(1) Identification of each government holding a significant interest; and
(2) A description of the significant interest held by each government.
26
252.209-7002 DISCLOSURE OF OWNERSHIP OR CONTROL BY A FOREIGN GOVERNMENT
(SEP 1994)
(a) Definitions.
As used in this provision-
(1) "Effectively owned or controlled" means that a foreign government or
any entity controlled by a foreign government has the power, either
directly or indirectly, whether exercised or exercisable, to control the
election, appointment, or tenure of the Offeror's officers or a majority of
the Offeror's board of directors by any means, e.g., ownership, contract,
or operation of law (or equivalent power for unincorporated organizations).
(2) "Entity controlled by a foreign government"-
(i) Means-
(A) Any domestic or foreign organization or corporation that
is effectively owned or controlled by a foreign government;
or
(B) Any individual acting on behalf of a foreign government.
(ii) Does not include an organization or corporation that is
owned, but is not controlled, either directly or indirectly,
by a foreign government if the ownership of that
organization or corporation by that foreign government was
effective before October 23, 1992.
(3) "Foreign government" includes that state and the government of any
country (other than the United States and its possessions and trust
territories) as well as any political subdivision, agency, or
instrumentality thereof.
(4) "Proscribed information" means-
(i) Top Secret information;
(ii) Communications Security (COMSEC) information, except
classified keys used to operate secure telephone units (STU
IIIs);
(iii)Restricted Data as defined in the U.S. Atomic Energy Act of
1954, as amended;
(iv) Special Access Program (SAP) information; or
(v) Sensitive Compartmented Information (SCI).
(b) Prohibition on award.
No contract under a national security program may be awarded to an entity
controlled by a foreign government if that entity requires access to
proscribed information to perform the contract, unless the Secretary of
Defense or a designee has waived application of 10 U.S.C. 2536(a).
(c) Disclosure.
The Offeror shall disclose any interest a foreign government has in the
Offeror when that interest constitutes control by a foreign government as
defined in this provision. If the Offeror is a subsidiary, it shall also
27
disclose any reportable interest a foreign government has in any entity
that owns or controls the subsidiary, including reportable interest
concerning the Offeror's immediate parent, intermediate parents, and the
ultimate parent. Use separate paper as needed, and provide the information
in the following format:
Offeror's Point of Contact for Questions about Disclosure
(Name and Phone Number with Country Code, City Code
and Area Code, as applicable)
Name and Address of Offeror
Name and Address of Entity Description of Interest
Controlled by a Foreign Ownership Percentage, and
Government Identification of Foreign
Government
28
GOVERNMENT:
THE UNITED STATES OF AMERICA:
acting by and through the Secretary of the Navy
Naval Facilities Engineering Command
By: /S/ ROBERT M. GRIFFIN
---------------------
Robert M. Griffin
Assistant Commander for Acquisition
CONTRACTOR:
CHINA LAKE JOINT VENTURE:
a California general partnership
Caithness Acquisition Company, LLC, a General Partner
By: /S/ LESLIE J. GELBER
--------------------
Leslie J. Gelber
President
Caithness Geothermal 1980 Ltd., L.P., a General Partner
By: Caithness Power, L.L.C., its General Partner
By: /S/ LESLIE J. GELBER
--------------------
Leslie J. Gelber
President
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAITHNESS COSO FUNDING CORP.,
a Delaware corporation
Date: November 2, 2004 By: /S/ CHRISTOPHER T. MCCALLION
----------------------------
Christopher T. McCallion
Executive Vice President &
Chief Financial Officer
(Principal Financial and
Accounting Officer)
COSO FINANCE PARTNERS AND SUBSIDIARY
a California general Partnership
By: New CLOC Company, LLC,
its Managing General Partner
By: /S/ CHRISTOPHER T. MCCALLION
----------------------------
Christopher T. McCallion
Executive Vice President &
Chief Financial Officer
(Principal Financial and
Accounting Officer)
COSO ENERGY DEVELOPERS
a California general Partnership
By: New CHIP Company, LLC,
its Managing General Partner
By: /S/ CHRISTOPHER T. MCCALLION
----------------------------
Christopher T. McCallion
Executive Vice President &
Chief Financial Officer
(Principal Financial and
Accounting Officer)
COSO POWER DEVELOPERS AND SUBSIDIARY
a California general Partnership
By: New CTC Company, LLC,
its Managing General Partner
By: /S/ CHRISTOPHER T. MCCALLION
----------------------------
Christopher T. McCallion
Executive Vice President &
Chief Financial Officer
(Principal Financial and
Accounting Officer)