RONALD J. TENPAS Acting Assistant Attorn ey General Environm ent and Natural Resources Division United States Departm e nt of Justice PHILLIP A. BROOKS JUSTIN A. SAVAGE Environm ental Enforcem ent Section Environm ent and Natural Resources Division P.O. Box 7611 Washington, D.C. 20044-7611 Ph. (202) 514-3637; fax (202) 616-6583 STEVEN W. MYHRE Acting United States Attorney District of Nevada BLAINE T. WELSH (Bar No. 4790) 333 Las Vegas Blvd. South, Suite 5000 Las Vegas, Nevada 89101 Ph. (702) 388-6336; fax (702) 388-6787 Attorneys fo r Plain tiff United States of Am erica IN THE UNITED ST ATES DIS T RICT COURT FOR THE DISTRICT OF NEVADA

UNITED S TATES OF AMERICA ) ) ) P l a i n t i f f, ) ) v . ) C a s e N o : ) NEVADA P O W E R C O MPANY ) ) Defendant. ) ) CONSENT DECREETABLE OF CONTENTS I. JURISDICTION AND VENUE
________________________________________________ 4 II. APPLICABILITY
__________________________________________________________ 4 III. DEFINITIONS
____________________________________________________________ 5 IV. NO x E M ISSION REDUCTION S AND CONTROLS
_____________________________ 8 A. Interi m NO x Em issions Reductions
_________________________________________________ 8 B. NO x Em issions Reductions and Cont rols
_____________________________________________ 9 C. Tonnage Lim its for NO x Em issions
________________________________________________ 12 D. Use of NO x Em ission Al lowances
__________________________________________________ 12 V. PROHIBITION ON NETTING CREDITS OR OFFSETS FROM REQUIRED CONTROLS

___________________________________________________________________________ 14 VI. ENVIRONMENTAL PROJECT
_____________________________________________ 14 VII. CIVIL PENALTY
_______________________________________________________ 16 VIII. RESOLUTION OF CLAIMS
______________________________________________ 17 IX. PERIODIC REPORTING
__________________________________________________ 18 X. REVIEW AND APPROVAL OF SUBMITTALS
________________________________ 20 XI. STIPULATED PENALTIES
________________________________________________ 21 XII. FORCE MAJEURE
______________________________________________________ 25 XIII. DISPUTE RESOLUTION
________________________________________________ 28 XIV. PERMITS
_____________________________________________________________ 30 XV. INFORMATION COLLE CTI ON AND RETENTION
___________________________ 32 XVI. NOTI C ES
_____________________________________________________________ 33 XVII. SALES OR TRANSFERS OF OWNERSHIP INTERESTS
_____________________ 36 XVIII. EFFECTIVE DATE
____________________________________________________ 38 XIX. RETENTION OF JURISDICTION
_________________________________________ 38 XX. MODI FICATION
_______________________________________________________ 38 XXI. GENERAL PROVISIONS
________________________________________________ 38 XXII. SIGNATORIES AND SERVICE
__________________________________________ 41 XXIII. PUBLIC COMMENT
__________________________________________________ 41 XXIV. CONDITIONAL TERMINA TION OF ENFORCEMENT______________________ 41 XXV. FINAL JUDGMENT
____________________________________________________ 43

1WHEREAS, on June 13, 2007, the United States of Am erica (“the United States”), on behalf of the United States Environmental Protec tion Agency (“EPA”), filed a Complaint against Nevada Power Company (“Nevada P ower”) pursuant to Sections 113(b)(2) and 167 of the Clean Air Act (the “Act”), 42 U.S.C. §§ 7413(b)(2) and 7477, for injunc tive relief and the assessm ent of

civil pena ltie s f o r alle ged violatio ns of : (a) the Prevention of Significant Deterioration pr ovisions of Part C of Subchapter I of the Act, 42 U.S.C. §§ 7470-7492; (b) the federally enforceable State Imple m entation Plan of Clark County, Nevada (“S I P” or “Clark C ounty SIP”); and (c) th e operating permit program established by Title V of th e Act, 42 U.S.C. §§ 7661

- 7661f, and the federally enforceable operating perm it regulations of Clark County, Nevada; W H EREAS, in its Com p laint, the Un ited Stat es a l leges, in ter alia, that Nevada Power failed to obtain the necessary permits and install the controls necessary u nder the Act to reduce its nitrogen oxide (“NO x ”) em issions, and that such em issions can dam a ge hum an hea lth and the environm ent; WHEREAS, the Comp la int alleges claim s upon which relief can be granted against Nevada Power under Sections 113 and 167 of the Act, 42 U.S.C. §§ 7413 and 7477; WHEREAS, Nevada Power has not answered or otherwise re sponded to the Com p laint in light of the s ettlem ent mem o riali zed in this Cons ent Decree ; WHEREAS, the United States provided Nevada Power, the State of Nevada, and Clark County, Nevada with actual notice of alleged viol ations in accordance with Section 113(a)(1) of the Act, 42 U.S.C. § 7413(a)(1);

2WHEREAS, Nevada Power denies the violation s alleg e d in the Comp laint, denies any liability und er the Comp laint, m a inta ins tha tit h a s been and r e m a ins in f u ll comp lianc e with the Act and the Clark County SIP, and is not liable for civil penalties, injunctiv e relief, or any other relief, and Nevada Power is agreeing to the obligations impos ed by th is C onsent Decree to reduce em issions, improve air quality, benefit th e environm ent, and avoid the costs o f litigation, as well as to employ an advanced lo w NO x burner technology; WHEREAS, the United States and N e vada Power (collectively th e “Parties”) understand that Units 5 through 8 and the associated Heat Recovery Steam Generato rs at Nevada Power’s Clark Gener a ting Sta tionare “Ele ctri c Utility Ste a m Generating Units,” a s that term is def i ned under Sectio n 0 of the Clark County Ai r Quality Regulations (“CCAQR”) ; WHEREAS, the definition of “Actual Em issi ons” in Section 0 of the CCAQR provides, in relevant p art, th at “Fo ran Elec tric Utility Stea m Generatin g Unit (othe rthan a new unit or replacem ent of an existing unit) Actual Emissions of the unit following the physical or operational change shall equal the represen tativ e Actual Emissions of the unit”; WHEREAS, the term “ M odification” in Sections 0 and 12 of the CCAQR crossref e rences the def i nitionof “Net Emission Incre a s e,” in Sec t ion 0, which in turn is def i ned by certain increases and decreases in “A ctual Em issions”; WHEREAS, EPA approved the above-referen ced parts of Sections 0 and 12 of the CCAQR as part of the C l ark County SIP, effective October 7, 2004, 69 Fed. Reg. 54,006 (2004) (codified at 40 C.F.R. § 52.1470(c)(53)(i)(A)(1)); WHEREAS, Nevada Power has cooperated in th e resolu tion of this dispu t e; WHEREAS, the Parties have agreed, and th e Court by entering the Consent Decree,

3finds: that this Consent Decree has been negotiated in good faith and at arm s length; that the settlem e nt is f a ir, reason able, in the best in tere stof the Partie s and in the public in ter e st; th at th e settlem e nt is consistent with the goals of the Ac t; that the entry of the Consent Decree without litigation is the m o st appropria te m eans of resolving this m a tter; WHEREAS, the Parties have cons ented to entry of this Cons ent Decree without trial of any issues; NOW, THEREFORE, without a ny adm i ssion of fact or law, it is hereby ORDERED, ADJUDGE D, AND DE CREE D as follows: I. JURISDICTION AND VENUE 1. This Court has jurisdiction over this acti on, the subject m a tter he rein, and the Parties pursuant to 28 U.S.C. §§ 1331, 1345, 1355, and 1367, and pursuant to Sections 113 and 167 of the Act, 42 U.S.C. §§ 7413 and 7477. Venue is proper under Section 113(b) of the Act, 42 U.S.C. § 7413(b), and under 28 U.S.C. § 1391(b) and (c). Solely for the purposes of this Consent Decree and the underlying Comp laint, Neva da Power waives all objections and defenses that it m a y have to the C ourt’s jurisdiction overNevada Power and this action, and to venue in this District. Nevada Power shall not challenge the term s of this Consent Decree or th is Court’ s jurisd iction to enter and enf o rce this Consent D ecree. Except as expressly provided for herein, this Consent Decree shall not creat e any rights in any party other th an the Partie s to th is Consent Decree. Ex cept as p r ovided in Section XXIII (P ublic Comment) of this Consent Decree, th e Parties consent to entry of this Consent Decree w ithout further notice. II. APPLICABILITY 2. Upon entry, the provisions of this Consen t Decree shall apply to and be binding upon the United S t ates, Nevada Power, its successors and assigns, and upon Nevada Power’s officers,
4employees and agents so lely in their capacities as such. 3. Nevada Power shall provide a copy of th is Consent Decree to all vendors, suppliers, consultants, contractors, agents , and any other company or other organization retain ed to perform any of the work required by this Consent Decree. Notwithstanding any retention of contractors, subcontractors, or agents to perform a ny work required under this Consent Decree, Nevada Power shall be responsible for ensuring that a ll w o rk is perform e d in accordance with the requirem e nts of this Consent Decree. In any action to enforce this Consent Decree, N e vada Power shall not assert as a defe nse the failure of its officers, directors, employees, servants, agents, or contractors to take act ions necessary to comp ly with this Conse n t Decree, u n less it is determ ined to be a Force Majeure Event and satis fies the Force Majeu r e provisions (Section XII) of this Consent Decree. III. DEFINITIONS 4. “Autom atic Safety or Equipm ent Protection System s” m eans the system s that autom a tically change certain operating param e ters at the Clark Station in order to protect Clark Station personnel or equipm ent from injury or dam a ge. The s y stem s consist of sensors that monitor key param e ters (including, for example, temp erature, pressure, flow rates, and valve position s ) for num erous components at the Clark Ge nerating Station, and when one or m o re of these key param e ters is f ound to be outside of the m a nufacturer' s recommended tolerances, an
autom a tic change to one or m o re of t h e Covered Units' operations m a y be triggered.

55. “CEMS” or “Continuous Emission Monito ring System ,” m eans, for obligations involving N O x under this Consent Decree, the devices de fined in 40 C.F.R. Part 60, and installed and m a intained as required by 40 C.F.R. Part 60. 6. “Clark Station” m eans Clark Generating Station locat ed in L a s Vegas, Nevada. 7. “Clean Air Act” or “Act” m e ans the federal Clean Air Act, 42 U.S.C. §§7401-7671q, and its impl em enting regulations. 8. “Cold Steam Turbine Start-up” m eans th e start-up of a power block when the steam turbine first stage base metal te mp eratures are below 250°F. 9. “Consent Decree” o r“D ecree” m eans this Consent Decree. 10. “Covered Units” m eans Units 5, 6, 7, and 8 at Clark Station, regardless of whether such units are operating in simp le cycle m ode or com b ined cycle m ode. “Covered Unit” m e ans one of the Covered Units, as specif ied in this Consent Decree. 11. “EPA” m e a n s the United States Environm ental Protection Agency. 12. “Netting” sh all m ean the process of d e te rm ining whether a particu l ar phy s i cal ch ange or change in the m e thod of operation of a m a jo r stationary source resu lts in a net em issions increase, as that term is define d at 40 C.F.R. § 52.21(b)(3)(i) and Section 0 of the Clark County Air Quality Regulations (2004). 13. “Nevada Power” m eans Nevada Power Comp any. 14. “NO x ” m eans oxides of nitrogen, m easured in accordance with the provisions of this Consent Decree. 15. “NO x Allowance(s)” m e ans an authorization or credit to emit a specified am ount of

6NO x that is allocated or issued under an em issions trading or m arketable permit program of any kind established under the Act or a State Implem e n tation P l an. 16. “NO x Em ission Rate” means the av erage concen tration of NO x in part s pe r m illion by volum e ( “ ppm ”). 17. “NO x Tonnage for One Calendar Year” m eans the sum of the tons of NO x em itted from Covered Units, as specified in this C onsent Decree, in any 12-Month calendar year ( i.e. , from January 1 through Decem ber 31). A new NO x Tonnage for One Calendar Year shall be calculated f o r each new calendar year. The calcu lation of each NO x Tonnage for One Calendar Year shall in clude the po llutan t s em itted duri ng all period s of operation du ring each calendar year, including, without lim itati on, Start-up and Shut Down. 18. “Parties” m eans the United States of Am erica and Nevada Power. “Party” m eans one of the two na m e d “Parties.” 19. “Plaintiff” m eans the United States of Am erica. 20. “ppm ” means parts p e r m illion by dry volum e, corrected to 1 5 % O 2 . 21. “Prevention of Significant Deteriorati on” or “PS D ” m eans the prevention of significant deterioration of air qua lity program under Part C of Subc hapter I of the Clean Air Act, 42 U.S.C. §§ 7470 - 7492, and 40 C.F.R. Part 52. 22. “Project Dollars” m eans Nevada Power’s expenditures and paym ents incurred or
m a de in carrying out the Projects identified in Section VI (Environm ental Project) of this Consent Decree to the extent th at su ch expenditu res or paym ents both: (a) comp ly with the requirem e nts set forth in Secti on VI (Environm ental Project) of this Consent Decree ; and (b) constitute (i) Nevada Power’s di rect paym ents for such projects , (ii) Nevada Power’s external

7costs for contractors, vendors, and equipm ent, ( iii) Nevada Power’s in tern al costs consisting of
employee tim e, travel, or out-of-pocket expenses specifically attributab le to these particular projects and docum ented in accord an ce with Gen e rally Accep ted Accounting Principles (“GAAP”), or (iv) the discounted present value of the cash pay m ents m a d e by Nevada Power under a contract with an other en tity to carry ou t the project. 23. “Shut Down” m eans the period of no m o re than one hour that immediately precedes the cessation of fuel combustion. 24. “Start-up” m eans the one-hour period immediately fo llowing the beginning of the
com bustion of fuel, except during a Cold Steam Tu rbine Start-up of a Covered Unit operating in
com b ined c y cle m ode. During such a cold steam start-up, “Start-up” m eans the two hour period immediately following the beginning of the combusti on of fuel in the first Covered Unit to start in that power block. 25. “Title V Permit” m eans the operatin g pe rm it required of Nevada Power for Clark Station under Subchapter V of the Ac t, 42 U.S.C. §§ 7661-7661e. 26. “ULNB” means ultra low NO x burners. IV. NO x EMISSION REDUCT IONS AND CONTROLS A. Interim NO x Emissions Reductions 27. Pending the installation of ultra low NO X burners (“ULNBs”) on Clark S t ation Units 5 through 8, as provided in Section IV.B. of this Decree, the Partie s intend for Nevada Power to reduce NO x em issions from these Covered Units by employing increased water injection on each Unit, as specified in this Section. 28. W ithin thirty (30) calendar days of lodging of this Consent Decree, Nevada Power

8shall begin to operate U n its 5, 6, 7, and 8 in acc ordance with the water-to-fuel ratio curves (“water injection cu rves ”) attached to and inco rporated into this Consent Decree as A ppendix 1, excluding only periods of Start-up and Shut Do wn. Nevada Power shall record, using the Covered Units’ CEMS Data Acquisition and Ha ndling System (“DAHS” ) , or its replacem ent system , the actual water to fuel ratio on a 3-hour average basis, and shall comp are these values with the water injection curves (also comput ed on a 3-hour average basis) to determ ine
com p liance. W h en Neva da Power begins th e operation of a U L NB on a Covered Unit, as provided in Section IV. B . of this Decree, Neva d aPower shall cease op erating water injection on that Covered Unit and shall thereafter have no ob ligation to operate wate r inje ction o n that Covered Unit, including in accord ance with the w a ter injectio n curves es tablished abo v e. B. NO x Emissions Reductions and Co ntrols 29. Nevada Power shall install and commence operation of ULNBs (or equivalent NO x control technology approved pursuant to Paragraph 30), and achieve a N O x Emission Rate not greater than 5 ppm , as averag ed over 1 hour (“1-hour average” ), on the C overed Units by the dates set forth in the following table:
Unit Date by Which Nevada Pow er Must Complete

Installationand Commence Operation of ULNB Date by Which Nevada Pow er Must Comply with the 5 ppm NO x Emission R a te on a 1-hour average Clark Statio n Unit 5 Decem ber 31, 2008 January 30, 2009 Clark Statio n Unit 8 Decem ber 31, 2008 January 30, 2009 Clark Statio n Unit 6 Decem ber 31, 2009 January 30, 2010 Clark Statio n Unit 7 Decem ber 31, 2009 January 30, 2010 30. W ith prior written no tice to and app r oval from EPA, Nevada Power m a y, in lieu of installing and operating any suchULNB on a Covered Unit, inst all and operate equivalent NO x
9control technology on a Covered Unit, so long as the tec hnology achieves a NO x Em ission Rate not greater than 5 ppm on a 1-hour average. 31. In determ ining the 5 ppm NO x Em is sion Rate on a 1-hour average, required under Paragraphs 29-30, Nevada Power shall use CEMS in accordance with the applicab le reference
m e thods specified in 40 C.F.R. Part 60 to calcu late em issions for each 15 mi nute interval within each clock h our, except as provided in this Parag r aph. Comp liance with the 5 ppm NO x Em ission Rate required under Paragraphs 29- 30 shall be shown by av erag in g all 15 -m inute CEMS interval readings within a clock hour, ex cept that any 15-m i nute CEMS interval that contains any part of a Start-up or Shut Down shall not be in cluded in the calculation of that 1­ hour average. A m i ni mum of two 15-m inute CEMS interval readings within a clock hour, not including S t art-up or Shut Down intervals, is re q u ired to d e term ine comp l i ance with the 5 ppm NO x Em ission Rate, on a 1-hour average, required under Paragraphs 29-30. All em issions recorded by CEMS shall be re ported in one hour averages. 32. The 1-hour averaging set forth in Paragraph 31 shall also be used to determ ine the stipulated penalties for ppm NO x violations specif i ed in Paragraph 67. 33. After entry of this Cons ent Decree, Nevada Power shal l combust only natural gas in the Covered Units. 34. The 5 ppm NO x Em ission Rate required under Paragraphs 29-30 shall apply during all periods of operation except Start-up, Shut Down, and as provided in P aragraphs 35-36 of this Consent Decree. 35. The 5 ppm NO x Em ission Rate shall not apply to a 1-hour average NO x em issions above 5 ppm NO x at a Covered Unit, if all of the condi tions of the following Subparagraphs a-e

10of this Paragraph of th is Decree are m e t:

a. The Covered Unit operates under an y one of the following conditions : (1) Rapid combustion turbine load changes due to activation of the Autom a tic Safety or Equipm ent Protection System s which rapidly decreas es tu rbine lo ad; o r (2) A change in the combustion mode of the ULNBs triggered by the

Autom a tic Safety or Equipm ent Protection System s. b. The 1-hour average NO x em issions above the 5 ppm NO x Em ission Rate did not occur as a result of operator ne glect; improper operation or m a intenance; or the tamp e r ing with, inte rfering with, altering, or ad justing any equipm e n t in any way which conceals or disguises the type andquantity of em issions.

c. The operatin g condition s describ e d inParagraph 3 5.a of this Decree ar e recorded in the plant' s operating log with in 24 hours of the event, and in the CEMS by 5 p.m
. the next business day follo wing the event. T h e notations in the log and CEMS mu st describe the data, li st the tim e of entr y into the log, and describ e the plant operating condition s respons ible for the event. d. The 1-hour average NO x concentration does not exceed 32 p p m , when calculated as required by Paragraph 31 of this Decree.

e. W ithin thirty (30) calendar days of the event, Nevada Power files a report with the EP A and the Departm e nt of Justic e tha tsets f o rth th e inf o rm ation that dem onstrates the applicability of Subparagrap hs a-e of this Paragraph to the event. 36. Paragraph 35 m a y apply to no m o re than ten (10) 1-hour averages of NO x em issions per
11Covered Unit per calendar year , and it is Nevada Power’s burden to dem o nstrate that it has m e t the conditions of Paragraph 35.a through e. All NO x e m issions during these 1-hour periods covered by Paragraph 35 shall be in cluded whencalculating the NO x Tonnage for One Calendar Year. 37. Nevada Power shall, to the extent pr acticable, m a intain and operate the Covered Units in a m a nner consistent w ith good air pollution control practices for mi ni mi zing emissions, including during Start-up and Shut Down. C. Tonnage Li mits for NO x Emissions 38. Nevada Power shall comply with the following lim its on the NO x Tonnage for One Calendar Year for the Covered Units at Clark Station, as specified below:

a. For the calendar year 2009 only, beginning January 1, 2009, Nevada Power shall not emit NO x from Units 5 and 8 at Clark Station in an am ount greater than 180 tons per year, based upon a NO x Tonnage for One Calendar Year; and b. Beginning January 1, 2010, Nevada Power shall not em it NO x from Units 5, 6, 7, and 8 at Clark Station in an amountgreater than 360 tons per year, based upon a NO x Tonnage for One Calendar Year. 39. Nevada Power shall not use NO x Allowances to comp ly with the NO x ton n age lim itations s et f o rth in P aragraph 38. D. Use of NO x Emission A llow a nces 40. Except as provided in this Consent Decree, Nevada Power shall not use, sell, or trade NO x Allowances that would have otherwise been av ailab l e for use, sale, o r trade as a result of

12actions taken by Nevada Power to comply with the requirem e nts of this C onsent Decree. 41. Provided that Nevada Power is in compliance with the NO x em ission lim i t ations of this Consent Decree, nothing in this Consent Decree shall preclude Nevada Power from using, selling or transferring surplus NO x Allowances th at m a y arise as a resu lt of :

a. Activities th at reduc e NO x em issions from Cove red Units prior to the date of entry of this Consent Decree, except for the Interim NO x Reductions required under Section IV.A; b. Achievem ent and m a intenance of the NO x Em ission Rates at Covered Units below the emission limits required by Section IV.B (NO x Em issions Reductions and Controls); and
c. Other emission reduction m easures th at are agreedto by the Parties and
m a de enforceable th roug h m odificat ions of this Consent Decree; so long as N e vada Power tim ely reports the generation of such surplus N O x Allowances in accordance with Section IX (Periodic Reporting) of this Cons ent Decree. For purposes of this Paragraph, surplus NO x Allowances equal the number of tons of NO x that Nevada Power
rem oved from its em issions that are in excess of the NO x reductions required by this Consent Decree. 42. Nevada Power m a y not purchase or otherwise obtain NO x Allowances from another source for purposes of comp lying with the requi rem e nts of this Consent Decree. However, nothing in this Consent Decree shall prevent Nevada Power from purchasing or otherwise obtaining N O x Allowances from another source for purpos es of comp lying with state or federal Clean Air Act requ irem ents to th e ex tent oth e rwise allowed b y law.

13V. PROHIBITION ON NETTING CRED ITS OR OFFSETS FROM REQUIRED CONTROL S 43. For any and all actions taken by Nevada Po wer to comp ly with the requirem ents of this Consent Decree, inc l uding but no t lim ited to increased water in jec tion, the ins t allation of the ULNBs, and the reduction of e m issions to sati sfy the annual tonnage lim itations, any em ission reductions shall not be consider ed a creditable contemporane ous em ission decrease for the purpose of obtaining a netting cr edit under the Clean Air Act’s Nonattainm e nt NSR a nd PSD program s. 44. The lim itations on the generation and use of netting credits or offsets set forth in the previous Paragraph do not appl y to em ission reduction m easures that qualify as surplus NO x Allowances under Paragraph 41. 45. Nothing in this Consent Decree is in tended to preclude the emission reductions generated under this Consent Decree from be ing considered by the State of Nevada, Clark County, Nevada, and EPA as creditable emissi on decreases for the purpose of attainm e nt dem onstrations subm itted pursuant to Section 11 0 of the Act, 42 U.S.C. § 7410, or in determ ining impacts on National A mbient Air Quality Stan dards or PS D increm ent consumption. VI. ENVIRONMENTAL PROJECT 46. Nevada Power shall implem ent a Project (“Project”) to insta ll photovoltaic arrays on a building in Las Vegas, Nevada. The Projec t is further described below and in Appendix 2, which is attached and incorporated into this Decree. 47. To imple m e n t the Project, Nevada Powe r shall spend no less than $400,000 in funds (“Proje c t Do llar s ”). Nev a da Power s h all m a intain all docum ents to sub s tantia te the P r ojec t Dollars expended and shall provide these documen ts to the United Stat es within six t y (60)

14calendar days of a request by the United States for the docum e nts. 48. Nevada Power hereby certifies that, as of the date of this Consent Decree, Nevada Power is not otherwise required by law to perform the Project described in the Decree, that Nevada Power is unaware of any other person w ho is requ ire dby law to perform the Project, and that Nevada Power will n o t use the P r oject, o r portion the r eof, to satisf y any obligation s that it
m a y have under other applicable requirem ents of law. Nevada Power shall m ake this certification in the progress and comp letion reports respectively required by Paragraphs 55 and 52 of this Consent Decree. 49. Nevada Power shall use good faith efforts to secure as much benefit as possible for the Project Dollars expended. 50. Regardless of whether Nevada Power elec ted (where such election is allowed) to undertake the Project by itself or to do so by contributing funds to another person or instrum e ntality that will carry out the Project, Nevada Power acknowledges that it will receive credit for the expenditure of such funds as Proj ect Dollars only if Nevada Power demonstrates that the funds have been actually spent by either Nevada Power or by the person or instrum entality receiv i ng them (or, in the case of internal costs, have actually been incurred by Nevada Power), and that such expenditures m e et all requ irem ents of this C onsent Decr ee. 51. Nevada Power shall receive full credit fo r the expenditure of Project Dollars only to the exten tth at Nevada P o wer does n o t receive anoffsetting financial or econom i c benefit from such expenditures, including, without limitation: any tax rebate, credit, or deduction under the Internal Revenue Code or any other applicable federal, state, or local law; any grants under federal, state, or local law; and any proceeds of sales of electricity from the solar arrays to the local electric grid, if any. In determ i ning how many Project Dollars have been spent by Nevada
15Power, Nevada Power shall debit offsetting fi nancial or econom i c benefits, if any, received against any of Nevada Power’s e xpenditures for the Project. 52. W ithin sixty (60) calendar days follo wing the completion of the Project required under this Consent Decree, Nevada Power sha ll submit to the United States a report that docum ents the date th at the Proje ct was com p leted, the results of imple m enting the Project, including N evada Power’s estim ate of the emissi on reductions or other environm ental benefits achieved, and the Project Dollars expended by Ne vada Power in im ple m enting the P r oject. Nevada Power will po st a copy of this report on the company’s website. 53. Nevada Power shall not f i nancially benefit to a greater extent than any other m e m ber of the general public from the Project. 54. Project Dollar credit given for the Project shall reflect Nevada Power’s net cost in implem enting the Proje ct, and any ec onom i c benef it or inco m e resulting f r om the Project sh all be deducted from the Project Doll ar credit given to the Project. 55. Nevada Power shall provide the United States with updates concerning the progress of the Project as part of its regular progress re ports under Section IX of this Decree, until such tim e as the Project is co mpleted. VII. CIVIL PE NAL TY 56. W ithin thirty (30) calendar days after entry of this Consent Decree, Nevada Power shall pay to the United S t ates a civil penalty in the am ount of $300,000. Th e civil penalty shall be paid by E l ectronic Funds Transfer (“EFT”) to the United S t ates Departm e nt of Justice, in accordance with current EFT procedures, re feren c ing USAO File Num ber2003V00045 and DOJ Case Nu m b er 90-5-2-1-07969 and the civil action case name and case num ber of this action.

16The costs of such EFT shall be Nevada Power’s responsibility. Paym ent shall be m a de in accordanc e with instructions provid e d to NevadaPower by the Financia l Litiga tion U n it of the U.S. Attorney’s Office for the District of Neva da. Any funds received after 2:00 p.m . EDT shall be credited on the next business day. At the tim e of paym ent, Nevada Power shall provide notice of paym ent, referencing the USAO Fi le Num b er, the DOJ Case Num b er, and the civil action case
nam e and case num ber, to the Departm e nt of Ju stice and to E P A in accordance with Section XVI (Notices ) of this Consent Decree. 57. Failure to tim ely pay the civil penalty shall subject Nevada Power to interest accruing fro mthe date p a ym ent is due until the d a te paym ent is m a de at the rate p r esc ribed by 28 U.S.C. § 1961, and shall render N e vada Power liabl e for all charges, costs, fees, and penalties established by law for the benefit of a creditor o rof the United States in securing p a y m ent. 58. Paym ents made pursuant to this Sect ion are penalties with in the m eaning of Section 162(f) of the Internal Revenue Code, 26 U.S.C. § 162(f), and ar e not tax-deductible expenditures for purposes of federal law. VIII. RESOLUTION OF CLAIMS 59. Entry of this Consent Decr ee shall resolve all ci vil claim s of t h e United States under:

a. Parts C and D of Subcha pter I of the Clean Air Act and implem enting regulations, including 40 C. F.R. Parts 51 and 52; b. Section 111 of the Clean Air Act and 40 C.F.R. Part 60;
c. The federally approved and enforc eable Nevada State Implem entation Plan; d. Sections 502(a) and 504(a) of the Clean Air Act but only to the extent that such claim s are based on Nevada Powe r’s failure to obtain an operating permit
17that reflects applicable requirem e nts imposed under Part C or D of Subc hapter I, or Section 111 of the Clean Air Act; and
e. Section 12 o f the Clark County Air Quality Reg u lation s and all relevan t prior versions of these Regulations , including w ithout lim itation Section 15 (Source Registration) and Section 16 (Ope rating Permits) of the Clark County Air Quality Reg u lation s in effect before 2000; that arose from any m o dification th at commenced at Covered Units before the date of lodging of this Consent Decree, including but not lim ited to m odifications alleged in the Notice of Violation issued by E P A concerning the Covered Units dated October 29, 2003, and in the Complaint filed by the Unite d States in this civ il action; provided, however, that this Paragraph shall be deem ed to extend to increased water inje ctio n of the Covered Units in acco rdance with Section IV.A. of this Consent Decree (Interim NO x Em issions Reductions). IX. PERIODIC REPORTI N G 60. Beginning thirty (30) cale ndar days after the end of the first full calendar quarter following th e entry of th is Consent Decree, c ontinuing on a sem i -annual basis until Decem ber 31, 2013, and inaddition to any other ex press reporting requirement in th is C onsent Decree, Nevada Power shall submit to EPA a progress report, containing:

a. All inform ation necess ary to dete rm i n e comp liance with th is Consent Decree, including but not lim ited to infor m ation required to be included in the reports pursuant to Paragraphs 41 and 55; and b. All inf o rm ation indic a tin g that th e in stallation an d commencem ent of operation of equipm ent under Section IV.A or IV.B m a y be delayed, including the nature and c a use of the d e lay, and an y steps take n by Nevada Power to mitiga t e

18such delay. 61. In any periodic progress report subm i tte d pursuant to this S ection, Nevada Power
m a y incorporate by reference information prev io usly subm itted under their Title V perm itting requirem e nts, provided that Ne vada Power attac h es the Title V perm it report (o r pert inent portions of s u ch report) a nd provide a specif i c r e f e rence to the provision s of the Title V perm it report that ar e respon siv e to the inf o rm a tion required in the periodic progress report. 62. On Septem ber 1 of any calendar year in which the Tonnage Limits on NO x Em issions of Section IV.C of this Consent Decree are in effect, Nevada P o wer shall c a lculat e, as specified below, the tons per year of NO x em itte d f r om Covered Units s i n ce January 1 of the
sam e calendar year; provided, however , that the calculations need only be prepared for Covered Units then subject to the Tonnage Lim its on NO x Em issions of Section IV.C (for example, the NO x e m issions from a Covered Unit not yet controlle d with an UNLB nee dnot be calculated). Nevada Power shall rep e at the calcu l ation on th e first of each month throu gh the end o f the calendar year, except that if NO x e m issions from Covered Units are within 5% of any Tonnage Lim its on NO x Em issions of Section IV.C, Nevada Po wer shall prepare weekly calculations. Records of the calculations required by this Paragraph shall be kept. The record of the calculations required by this Paragraph shall be m a de available to EPA within fourteen (14) calendar day s of receipt of a written request to Nevada Power. In additio n, if the calc u lation required by this Paragraph shows that the NO x emissions from Covered Units are within 5% of any Tonnage Lim its on NO x Em issions of Section IV.C, Ne vadaPower shall report that f act to EPA in writing within fourteen (14) calendar days of such calculation. In this report, N e vada Power shall explain all m easures taken or to be taken by Nevada Power to prevent a violation of the Tonnage Limits on NO x Em issions of Section IV.C.

1963. In addition to the progress reports requi red pursuant to this S ection, Nevada Power shall provide a written report to P l aintiff of any violation of the requirem ents of this Consent Decree, including failure to comp ly with the dead lines in Section IV, a nd any exceedances of the water in jection curves, the NO x Em i ssion Rates and Tonnage Limits on NO x Em issions specified in Section IV, within fourteen (14) calendar days of when Ne vada Power knew or should have known of any such violations. In this report, Ne vada Power shall explain the cause or causes of the violations and all m easures taken or to be taken by Nevada Power to p r event su ch violations in the f u ture . 64. Each Nevada Power report shall be signed by Nevada Power’s Environm e n tal Manager or, in his or her absence, Nevada Power’s Vice President of Generation, or higher ranking official, and shall cont ain th e following certification: This information was prepared either by m e or under my direction or superv ision in accord ance with a system designed to assu re that qualified personnel properly gather and evaluate the inform ation submitted. Based on my evaluation , or the direc tion and my inquiry of the person(s) who m a na ge the system , or the person(s) directly responsible for gatheri ng the inform ation, I hereby certify under penalty of law that, to the be st of my knowle dge and belief, this inform ation is true, accurate, an d comp lete. I understan dthat there ar e s i g n ificant pen a lties for su bm itting fals e, inaccu rate , or incomp lete inf o rm ation to the UnitedStates. X. REVIEW AND APPR OVAL OF SUBMITT A LS 65. Nevada Power shall sub m it each plan, report, o rother subm ission to EP A whenever such a docu m ent is required to b e su bm itted f o r r e view or ap proval pur su ant to th is C onsent Decree. EPA m a y approve the sub m ittal or dec lin e to appro v e it and p r o v ide written comments. W ithin sixty (60) calendar days of receiving written comments from EPA, Nevada Power shall eithe r : ( a ) r e vise the sub m ittal consis tent withthe written comm ents and provide th e re vised subm ittal for final appro v al to EPA; or (b) s ubm it the m a tter for dispute resolution, in cluding th e
20period of inform al negotiations, under Section XIII (Dispute Resolution) of this Consent Decree. 66. Upon receip tof EPA’s fi nal approval of the submittal, or upo n comp letion of the subm ittal pursuant to dis pute reso lution, Nevada Power shall imple m ent the approvedsubm ittal in accord ance with the s c hedule specified therein.

XI. STIPUL AT ED PE NAL T IES 67. For any failure by Nevada Power to comp ly with the term s of this Consent Decree, and subject to the provisions of Sections XII (Force Majeu r e) and XIII (Dispute Resolution) of this Consent Decree, Nevada Power shall pay, with in th irty (3 0) calend ar days after receipt of written d e mand to Neva da Power by the United Stat es, the f o llowing stipulated pen a ltie s to th e United State s :

Consent Decree Viola t ion Stipulated Penalty (Per violation, unless otherw ise specified)

a. Failure to pay the civil penalty as specified in Section VII (Civil Penalty) of this Consent Decre e . $10,000 per day b. Failure to comp ly wit h the water injection, as specified in Section IV. A ., wher e the violation is equal to, or less than, 20% of the water to f u el ratio s spec if ied in Appendix 1 on a 3-hour average, $400

c. Failure to comp ly wit h the water injection, as specified in Section IV. A ., where the violation is greater than 20% of the water to fuel ratios specified in Appendix 1 on a 3-hour average. $800

21d. Failure to comp ly wit h the water injection, as specified in Section IV. A ., wher e the violation is equal to, or less than, 20% of the water to f u el ratio s spec if ied in Appendix 1 on a 3-hour averag e and Nevada Power has exceeded su ch ratios m o re than 10 tim e s during the calendar year. $4,000

e. Failure to comp ly wit h the water injection, as specified in Section IV. A ., where the violation is greater than 20% of the water to fuel ratios specified in Appendix 1 on a 3-hour average and Nevada Power has exceeded such ratio s m o re than 10 tim es during the calendar year. $10,000

f. Failure to comp ly wit h the 5 ppm NO x e m ission rate, as specified in Section IV.B, where the violation is equal to, or less than, 7.5 ppm on a 1-hour average. $400

g. Failure to comp ly wit h the 5 ppm NO x e m ission rate, as specified in Section IV.B, where the violation is greater than 7.5 ppm on a 1-hour average. $800

h. Failure to comp ly wit h the 5 ppm NO x e m ission rate, as specified in Section IV.B, where the violation is equal to, or less than 7.5 ppm on a 1-hour average and Nevada Power has exceeded the 5 ppm NO x e m is sion rate more than 15 tim es during the exis ting calendar year. $4,000

i. Failu re to comp ly with the 5 ppm NO x e m ission rate, as specified in Section IV.B, where the violation is greater than 7.5 ppm on a 1- hour average and Nevada Power has exceeded the 5 ppm NO x em ission rate m o re than 15 tim es during the existing calendar year. $10,000

j. Failure to comp ly wit h the Tonnage Limits for NO x Em issions, as specified in Section IV.C. $40,000 per ton per year k. Failure to install, com m e nce operation, or continue operation of the ULNBs, or equivalent NO x control technology, on any Unit, as sp ecified in Section IV.B. $1,000 per day for the first 10 calendar days, $5,000 per day during the next 20 calendar days, $27,500 per day thereafter l. Failure to operate CE MS as required in Paragraph 31. $1,000 per day

m. Failure to apply for any permit required by this Consent Decree. $1,000 per day

22n. Failure to tim ely subm it, m odi fy, or imple m e n t, as approved, the reports, plans, studies, analyses, protocols, or other sub m ittals required by this Consent Decree. $750 per day during the first ten calendar days, $1,000 thereafter
o. Using, selling or transferring NO x Allowances except as p e rm itted in Paragraph s 4 0 -42. The surrender of NO x Allowances in an am ount equal to four tim es the num ber of NO x Allowances used, sold, or transferred in violation of this Consent Decree p. Failure to undertake and comp lete any of the Projects in c o mp liance with Section VI (Environm ental Project) of this Consent Decree. $1,000 per day during the first 30 calendar days, $5,000 thereafter q. Any other violation of this Consent Decree. $1,000 68. All stipu l ated penalties shall beg i n to accrue on the day after the performance is due or on the da y a viola tionoccurs, whichever is ap plicab le, andshall con tin ue to acc rue until perform a nce is satisfacto r ily comp leted or until the violation ceases. Nothing in th is Consent Decree shall prevent the simu ltaneous accrual of separate stip ulated pen a lties for sep arate violations of this Consent Decree. 69. Nevada Power shall pay all stipulated penalties to the United States within thirty (30) calendar day s of receipt by Nevada Power of a written d e m a nd to Nevada Power from the United States, and shall continue to m ake such paym ents every thirty (30) calendar days thereafter until the violation(s) no longer continues, unless Nevada Power elec ts within thirty (30) c a len d ar days of receipt of written d e mand to Neva da Power fr om the United States to dispute the d e m a nd for stipulated penalties in accordance with the provisions in Section XIII (Dis pute Resolution) of this Consent Decree. 70. Stipulated p e nalties shall continu e to accrue as provided in Paragraph 68 d u ring any

23dispute, with interest onaccrued s tip ulated pen a lties pay able and calcu lated at the rate established by the Secretary of the T r easury, pursua nt to 28 U.S.C. § 1961, but need not be paid until the f o llowing:

a. If the dispute is resolved by agr eem ent, or by a decision of the United States ’ purs u ant to Section XIII (Dis pute Resolution) of this Consent Decree th at is not appealed to the Court, accrued stipulated penalties agreed or determ i n ed to be owing, to gether with accrued interest, sh all b e paid within thirty (30) calendar days of the effective date of the agreem ent or of t h e receipt of Plaintiff’s decision; b. If the dispute is appealed to the Court, and Plaintiff preva ils in whole or in part, Nevad aPower shall, within s i xty (60) calen d ar days of receipt of the Court’s decision or order, pay all accrue d stipu l ate dpenalties d e term ined by the Court to be owing, together with a ccrued interest, except as provided in Subparagraph (c); or
c. If the Court’s decis i on is appealedby any Party, Nevada Power shall, within fifteen (15) calen d ar days of r eceipt of the final appellate court decision pay all accru e d stipu l atedpenalties determined to be owing, to gether with accrued inter e st. For purposes of this Paragraph, the accrued stip ul ated pen a lties ag reed to by the Parties, or determ ined by the United States through Dispute Resolution, to be owing m a y be less than the stipulated penalty am ounts set forth in Paragraph 67. Nevada Power need not pay any stipulated penalties ba sed on viola t ions which they dis pute and ultim ate l y preva il un der Section XIII (Dispute Resolution) of this Consent Decree. 71. All stipulated penalties shall be paid in the m a nner set forth in Section VII (Civil

24Penalty) of this Consent Decree. 72. Should Nevada Power fail to p a y stipulatedpen a lties in comp liance withthe term s of this Consent Decree, the United States shall b e en tit led to co llect in tere st o n such penalties, a s provided for in 28 U.S.C. § 1961. 73. The stipulated penalties provided for in this Cons ent Decree s h all be in ad dition to any other rights, rem e dies, or sanctions available to the United States by reason of Nevada Power’s failure to comp ly with any requirem e nt of this Consent Decree o rapplicable law, except that for any violation of the Act for which this C onsent Decree provi des for paym ent of a stipulated penalty, Nevada Power shall be allowed a credit for stipulated penalties paid against any statutory penalties also imposed for such violation. Notw ithstanding any other provision of this Consent Decree, the United State s m a y, in its unreviewable discretion, waive all or any part of any stipulated penalties which m a y have accru e d pursuant to this Consent Decree. XII. FORCE M A JEURE 74. For purposes of this Consent Decree, a “Force Majeure Event” shall m ean an event that has b e en or will be caused by circum stan ces beyond the control of Nevada Power, its contractors, or any entity controlled by Nevada Power that delays comp liance with any provision of this Consent Decree o r otherwise causes a v i olation of any provision of this Consent Decree despite Nev a da Power’s best efforts to fulf ill the obligation. “Best efforts to fulfill the obligation” include using best efforts to anti cipate any potential Force Majeure Event and to address the effects of any such ev ent (a) as it is o ccurring and(b) after it h a s occurred, such that the delay or violation is m i ni m i zed to the greatest extent possible. 75. Notice of F o rce Majeu re Events . If any event occurs or has occurred that m a y delay comp liance with or otherwise cause a vi olation of any obligati on under this Consent
25Decree, as to which Nevada Power intends to as sert a claim of Force Majeure, Nevada Power shall notify the United States in writing as soon as practicable, but, unle ss otherwise agreed, in no event later than twenty (20) calendar days fo llowing the date that Nevada Power first knew, or by the ex ercis e of due diligen ce sh ould have known, that the event cau sed or m a y cause such delay or violation. In this notice, Nevada Powe r shall reference this Paragraph of this Consent Decree and describ e the anticipatedlength of time that the delay or violation m a y persist, the cause or causes of the delay or violation, all m easures taken or to be taken by Nevada Power to prevent or minimi ze the delay or violation, th e schedule by which Nevada Power proposes to imple m ent those m easures, and Nevada Power’s ratio n a le f o r attribu ting a de lay or violation to a Force Majeure Event. N e vada Power shall adopt all reasonable m easures to avoid or m i ni m i ze such delays or violations. Nevada Power shall be deem ed to know of any circum stance which Nevada Power, its contractors, o rany entity controlled by Nevada Power knew or should have known. 76. Failure to Give Notice . If Nevada Power fails to comp ly wi th the notice requirem e nts in the preceding Paragraph, the Unit ed States may void Nevada Power’s claim for Force Majeu r e as to the s p ecific even t for which Nevada Power has failedto comp ly with such notice requirem e nt. 77. Plaintiff’s Response . The United States sh all no tify Nevada Power in writing regard ing Nevada Power’s claim of Force Majeu r e w ithin thirty (30 ) calendar days of receip tof the notice provided under Paragraph 75. If the United States agrees that a delay in perfor m ance has been or will be cau s e d by a Forc e Majeu r e E v en t, the Parties sh all stipulate to an extension of deadline(s) for perform a nce of the affected compliance requirem e nt(s) by a period equal to the delay actually caused by the event. In such ci rcum stances, an appropriate modif i cationshall be

26m a de pursuant to Section XX (Modification) of this Consent Decree. 78. Disagreement . If the United States does not accep t Nevada Power’s claim s of Force Majeure, or if the Parties cannot agree on the length of the delay actually caused by the Force Majeure Event, the m a tter shall be resolvedin a ccordance w ith Section XIII (Dispu te Resolution ) of this Consent Decree. 79. Burden of Proof . In any dispute regarding Force Majeure, Nevada Power shall bear the burden of proving that any delay in perform a n ce or any other violation of any requirem e nt of this Consent Decree was caused by o r will be cau sed by a For ce Majeu r e Event. Nevada Power shall also bear the burden of proving that Ne vada Power gave the notice required by P aragraph 75 and the burden of proving the an ticipated duration and extent of any delay(s) attributable to a Force Majeure Event. A n extension of one comp liance date based on a particular event m a y, but will not ne c e ssarily, r e s u lt in an extension of a s ubsequent c o mp liance d a te. 80. Events Excluded . Unanticip ated o rincreased cos t s or expen s es associated with the perform a nce of Nevada Power’s obligations unde r this Consent Decree shall not constitute a Force Majeu r e Event. 81. Potential F o rce Majeu re Events . The Parties agree that, depending upon the circum stances related to an event andNevada Powe r’s respo n se to such circum stances, the kind s of events listed below are am ong thos e that coul d qualify as F o rce Majeure Events within the
m eaning of t h is Section: cons truction, labor, or equipm ent delays ; acts of God; acts of war or terrorism ; and orders by a governm e nt official , governm e nt agency, or other regulatory body acting under and authorized by applicable law that directs Nevada Power to supply electricity in response to a system -wide (state-wide orregional) em ergency. Depending upon the circum stances and Nevada Power’s response to such circum stances, failure of a permitting
27authority to issue a ne ce ssary pe rm it in a tim el y fashion m a y constitute a Force Majeure Event where the failure of the perm itting authority to act is beyond the control o f Nevada Power and Nevada Power has taken all steps available to it to obtain the necessary pe rm it, including, but not lim ited to: s u bm itting a comp lete perm it application; respond ing to requ ests for additional inform ation by the permitting au thority in a tim e ly fashion; a nd accepting lawful permit te rm s and conditio n s after expeditious ly ex hausting an y legal rights to appeal term s and conditions imposed by the perm itting authority, provided th at Nevada P o wer shall n o t be prec lu ded f r om asserting th at a new Force Majeu r e E v ent has cau sed or m a y cause a new or additional delay in
comp lying with the extended or m o dified schedule. 82. As part of th e resolu tion of any m a tte r submitted to this Court under Sectio n XIII (Dispute Re solution ) of this Consent Decree reg arding a claim of Force Majeure, the Parties by agreem ent, or this Court by order, may in approp riate circumstances extend or m odify the schedule for comp letion of work under this Cons ent Decree to account for the delay in the work that occu rred as a resu lt of any delay agreed to by the United States or approved by the Court. Nevada Power shall be s ubject to stipulated pen altie s f o r their f a ilure ther eaf ter to co mplete the work in accordance with the extended or m odifi ed schedule, provided that Nevada P o wer shall not be precluded from asserting that a Force Ma jeure Event h a s caused o r m a y cause a delay in
comp lying with the extended or m o dified schedule.

XIII. DISPUTE RESOLUTION 83. The dispute resolution procedure providedby this Section shall be available to resolve all disputes arising under this Consent Decree. 84. The dispute resolution procedure requir ed herein shall be invoked by one Party

28giving written notice to the other Party advising of a dispute pursuan t to this Section. The notice shall de scri b e the natu re of the dispute and shall s t ate the notici ng Party’s position with regard to such dispute. The Party receiv i ng su ch a notice shall acknow ledge receip tof the notice, and the Partie s in dispute sha ll e xpeditiou s ly schedule a m eeting to discuss the dispute inf o rmally not later than fo urteen (14) calendar d a ys following receipt of such notice. 85. Disputes su bm itted to d i spute resolution under th is Section sh all, in the first ins t ance, be the subject of informal negotiations am ong the Parties. S u ch period of infor m al negotiations shall not extend beyond thirty (30) calendar days from the date of the first m eeting among the Parties’ representatives unless th ey agree in writing to shorten or extend this period. During the inform al ne gotiations period, the Parties m a y also subm it their dispute to a mu tually-agreed-upon alte rnative d i spute resolu tion (“ADR”) f o rum if th e Parties ag ree that the ADR activities can be
comp leted within the 3 0 -day inf o rm al negotiations period (or such longer period as the Parties
m a y agree to in writing). 86. If the disputing Parties are unable to r each agreement during th e inform al negotiation period, th e United States shall p r ovide Nevada Power with a written summ ary of its position regarding the dispute. T h e written position pr ovided by the United States shall be considered binding unless, within forty-five (45) calendar days thereafter , Nevada Power seeks judicial resolution of the dispute by filing a p e tition with this Court. T h e Plaintiff m a y respond to the petition within forty-five (45) calendar days of filing. 87. Where the nature of the dispute is such that a m o re tim ely resolution of the issue is required, the tim e periods set out in this Sect ion m a y be shor tened upon motion of one of the Partie s to th e dispute. 88. This Court shall not draw any inferences nor establish any presumptions adverse to
29any disputin g Party as a result of invocation of th is Section or the Parties ’ inability to reach agreem ent. 89. As part of the resolu tion of any dispute under this Section, in appropriate circum stances the Parties m a y agree, or this Court m a y order, an extension or m odifica tion of the schedule for the comp letion of the activities requi red under this Consent Decree to account for the delay that occurred as a result of disput e resolution. Nevada Power shall be subject to stipulated pe nalties f o r th eir f a ilu re th ereaf ter to c o mp lete the work in acc ordance with the extended or modified schedule, provided th at Nevada Power sha ll not be precluded from asserting th at a Force M a jeure Even t has caused or m a y cause a delay in complying with the extended or modified schedule. 90. The Court shall decide all disputes purs uant to applicable pr inciples of law for resolving such disputes. In th eir initial filings with the C ourt under Paragraph 86, the Parties shall s t ate th eir r e spec tiv e positions a s to the app l icable stand ard of law f o r reso lving the particular dispute. XIV. PERMITS 91. Unless expressly stated otherwise in th is Consent Decree, in any instance where otherwise ap plicab le law or this Cons ent Decr ee requires Nevada Power to secure a perm it to authorize construction or operation of any de vice, including all prec onstruction, construction, and operating perm its required under Nevada or Clark County law, Nevada Power shall m ake such application in a tim ely m a nner. The United St ates will u s e its b e st ef f

o rts to expe ditious ly review all p e rm it applic ations submitted by Neva da Power in order to m eet the r e quir e m e nts of this Consent Decree. 92. Notwithstanding the previous Paragraph (Paragraph 91), this C onsent Decree itself
30shall not be construed to require Nevada Power to apply for or obtain a perm it pursuant to the New Source Review req u irem ents of Parts C and D of Title I of the Act for work required under Section IV (NO x Em ission Reductions and Contro ls) of this Consent Decree. 93. When per m its are required, Nevada Power shall com p lete and submit applications for such perm its to the appropriate authorities to allow suf f i cient tim e f o r all legally re quired process i ng a nd review of the perm it r e quest, in clu d ing reques t s f o r additio nal inf o rm ation by the perm itting au thorities. Any f a ilure by Nevada Power to sub m it a tim ely perm it application f o r Units 5, 6, 7, and 8 at Clark Station shall bar any use by Nevada Power of Section XII (Force Majeur e) of this Consent Decree, where a Forc e Majeur e cla im is based o n perm itting delays. 94. Notwithstan ding the reference to the T itle V Perm it in this Consent Decree, the enforcem entof the permit sha ll be inaccordanc e with its ownterm s and the Act. The Title V Perm it shall not be enforceable under this Consen t Decree, although any term or lim it established by or under this Consent Decree shall be enforc eable under this Consent Decree regardless of whether suc h term has or will be come part of a T itle V Perm it, subjec t to the te rm s of Section XXIV (Conditional Term ination of Enforce m ent U nder Consent Decree) of this Consent Decree. 95. W ithin one-hundred twenty (120) calendar days after entry of this Consent Decree, Nevada Power shall am end any applicable Title V Per m it application, or apply for amendm ents of

its Title V Perm it, to include a schedule for all unit-specific and plant-s p ecific perfo r m a nce, operational, m a intenance, and control technol ogy requirem e nts established by Section IV (NO x Em ission Reductions and Controls) of this Consent Decree including, but not lim ited to, NO x Em ission Rates and NO x Tonnage Lim its for One Calendar Y ear. 96. W ithin one (1) year from the comm e n cem ent of operation of each UNLB or other pollution control device to be installed on a Covered Unit under Section IV.B (NO x Em issions
31Reductions and Controls) of this Consent Decr ee, Nevada Power shall apply to include the requirem e nts and lim itations enum erated in this Pa ragraph of this Consent Decree in either a federally enf o rceable permit (other th an a Titl e V Perm it) or am endments to the Clark County, Nevada State Imple m entation Plan (“SIP”). The perm it or SIP am endm ent shall requ ire
comp liance with the following: (a) the 5 ppm NO x Em ission Rates for Units covered under this Decree, as s p ecified in S ection IV.B.; and (b) the NO x Tonnage Lim its for One Calendar Year set forth in Section IV.C. of this Consent D ecree; and (c) the recordkeeping and reporting requirem e nts set forth in Paragraph 35. 97. Nevada Power shall prov ide the United States with a copy of each application for a federally enf o rceable perm it or SIP am endment, as well as a copy of any perm it proposed as a result of such application, to allow for tim ely participation in any public comment opportunity. 98. If Nevada Power sells or transfers to an entity unrelat ed to Nevada Power (“Third Party Purchaser”) part or all of an ownership in terest in a Co vered Unit ( “ Ownership Inter e st” ) , Nevada Power shall comply with the requirem e nt s of Paragraphs 91 through 97 with regard to Covered Units prior to any such sale or transfer unl ess, following any such sale or transfer, Nevada Power rem a ins the holder of the perm it for such facility. XV. INFORMATION COL LECTION AND RET E NTION 99. Any authorized representativ e of the Plaintiff, including th eir attorneys, contractors, and consultants, upon presentation of credentials, shall have a rightof entry upon the prem ises of the Clark Station at any reas onable tim e for the purpose of:

a. Monitoring the progress of activities re quired under this Consent Decree; b. Verifying an y data or inform ation su bm itted to th e Plaintiff in accordanc e with the term s of this Consent Decr ee;
32c. Obtaining samples and, upon request, splits of any samp les taken by Nevada Power or its representatives, contractors, or consultants; and d. Assessing N e vada Power’s comp lian ce with th is Consent Decree. 100. Nevada Power shall retain, and instruct its contractors and agents to preserve, all non-identical copies of all reco rds and docum ents (including records and docum e nts in electronic for m ) now in their o rth eir con tracto r s’ or agents ’ possession or control, and that direc tly re late to Nevada Power’s performance of its o b ligations u nder this Consent Decree, until December 31, 2015. This record retention requirement shall apply regardless of any corporate docum ent retention policy to the contrary. 101. All inform ation and docum ents submitted by Nevada Power pursuan t to this Consent Decree shall be subject to public disclosure based onrequests under applicable law providing for such disclosure unless (a) the inform ation and docum ents are subject to legal privileges or protection or (b) Nevada Power cl aim s and subs tantiates in accordance w ith 40 C.F.R. Part 2 that the inform ation and docum ents contain confidential business inform ation. 102. Nothing in this Consent Decree shall limit the authority of the United States to conduct tests and inspections at Clark Station un der Section 114 of the Act, 42 U.S.C. § 7414, or any other applicable federal or st ate laws, regulations or permits. XVI. NOTICES 103. Unless otherwise provided herein, w h enever notifications, submissions, or communications are required by th is Consent Decree, th ey sh all be m a de in writing and addressed as follows: As to the United States o f Am erica: Chief, Environm ental Enf o rcem ent Section
33Environm ent and Natural Resources Division U.S. Departm e nt of Justice P.O. Box 7611, Ben Franklin Station Washington, D.C. 20044-7611 DOJ# 90-5-2-1-07717 and Director, Air Enforcem e n t Division Office of Enforcem ent and Comp liance Assuran ce U.S. Environm ental Pro t ection Agency Ariel Rios B u ilding [2242A] 1200 Pennsylvania Avenue, N.W
. Washington, DC 20460 and U. S. EPA, Region 9 Directo r , Air Division (AIR-1) U.S. Environm ental Pro t ection Agency 75 Hawthorne Street San Francisco, CA 94105

34As to Nevada Power: David Buente Sa mu el Boxerm an Sidley Austin LLP 1501 K Street, NW Washington, DC 20005
W illiam M. Clark Generation Executive and Responsible Official Nevada Power Comp any 6226 W e st Sahara Avenue Las Vegas, NV 89151 and Starla S. Lacy Director, Environm ental Services Nevada Power Comp any 6226 W e st Sahara Avenue Las Vegas, NV 89151

35104. All notifications, communications or subm issions m a de pursuant to this Section shall be sent either by: (a) ove rnight m a il or delivery serv ice ; (b) ce rtif ied or registe r ed m a il, return receipt requested; or (c) electronic transm ission, unless the re cipient is not able to review the transm ission in electronic form ; provided, howe ver, that all notif ica tions, communication or subm issions to EPA Region 9 shall be m a de by electronic m a il (r9.aeo@epa.gov or aldred.charles@epa.gov) or on CD, DVD or other m e dia form at approved by EPA Region 9. All notifications, communications and transm issions (a) sent by over night, certified or registered
m a il shall be deem ed subm itted on the date th ey ar e postm arked, or (b) se nt by overnight delive r y ser v ice sha ll be deem ed subm itted on the date th ey ar e delivered to the de live r y serv ice. All notifications, communications, and subm i ssions m a de by electronic m eans shall be electronically signed and certified, and shall be deem ed subm i tted on the date that Nevada Power receiv e s written acknow ledgm ent of receip tof such transm ission. 105. Any Party may change either the noti ce recipient or the address for providing notices to it by serving the othe r Parties with a no tice s e tting f o rth such new notice recipient or address. XVII. SALES OR TRANSFERS OF OWNERSHIP I N TERESTS 106. If Nevada Power proposes to sell or transfer part or all of their ownership interest in any of their real property or ope ra tio ns subjec t to this Consen t Decree (“Ownership In terest”) to an entity unrelated to Nevada Power (“Third Party Purchaser”), Nevada Power shall advise the Third Party Purchaser in writing of the existence of this Consent Decree prior to such sale or transfer, andshall s e nd a copy of such written no tification to the Plaintiff pursuant to Section XVI (Notices) at least sixty (60) calendar days before such proposed sale or transfer. 107. No sale or transfer of an Ownership Inte rest shall take place before the Third Party

36Purchaser and the United States have execute d, and the Court has approved, a m odification pursuant to Section XX (Modification) of this Consent Decr ee m aking the Third Party Purchaser a party defendant to this Consen t Decree and jointly and severally liable with Nevada Power f o r all th e requ ir em ents of this Consent Decree th at m a y be appl icable to the transf erred or purchased O w nership Interests, ex cept as provided in Paragraph 109. 108. This Consent Decree shall not be cons trued to impede the transfer of any Ownership Interests between Nevada Power and any Third P arty Purchaser as long the requirem e nts of this Consent Decree are m e t. In addition, this Consent Decree shall not be construed to prohibit a contra ctual allocation–as between Nevada Power and any Third Party Purchaser of Ownership Interests–of the burdens of comp liance with th is Decree, pro v ided tha t both Nevada Power and such Third P arty Purchase r shall rem a in join tly a nd severa lly liable to Plaintiff for the oblig atio ns of the Decree app lic able to the transferred or purchased O w nership Interests, except as provided in Paragraph 109. 109. If the United States agrees, the United States, Nevada Power, and the Third Party Purchaser that has becom e a party defendant to this Consent Decree pursuant to Paragraph 107
m a y execute a m odi fication that relieves Nevada Power of its liability under this Consent Decree for, and m akes the Third Party Purchaser liable fo r, all ob liga tions and liabilities applicable to the purchased or transferred Ownership Intere sts. Notwithstanding the f o regoing, however, Nevada Power m a y not assign, and may not be re leased from , any obligation under this Consent Decree that is not specific to the purchased or transferred Ownership Interests, including the obligations set forth in S ections VI (Environm ental Project) and VII (Civil Penalty). Nevada Power m a y propose and the United S t ates m a y agree to restrict the scope of joint and several liability of any purchaser or transferee for any obligations of this Cons en t Decree that are not

37specific to the purchased or tran sferred Owners h ip Interests to the extent such obligations m a y be adequately s e parated in an enforceable m a nner. XVIII. EFFECTIVE DATE 110. The effective date of this Consent Decr ee shall be the date upon which this Consent Decree is en tered by the Court. XIX. RET E NTI O N OF JURISDICTI ON 111. Continuing Jurisdiction . The Court shall reta in jurisdiction o f this case af ter en try of this Consent Decree to enforce compliance wi th the term s and conditions of this Consent Decree and to take any action necessary or ap propriate for its inte rpretation, construction, execution, modification, or adjudication of disput es. During the term of this Consent Decree, any Party to this Consent Decree m a y apply to the Court for any relief necessary to construe or effectuate th is Consent Decree. XX. MODIFICATION 112. The term s of this Consent Decree m a y be m odi fied only by a subsequent w r itten agreem ent signed by all Partie s. W h ere the m odif i cation con s titu tes a m a terial chang e to any term of this Consent Decree, it shall be effective only upon approval by the Court. XXI. GENERAL PROVISIONS 113. This Consent Decree is not a permit. Comp liance with the term s of this Consent Decree does not guaran t ee comp liance with all app licab le f e deral, s t ate, or loca l laws or regulations. The NO x Em ission Rates set forth herein do not relieve Nevada Power from any obligation to comp ly wit h other state and federal requirem e nts under the Clean Air Act. 114. This Consent Decree does not apply to a ny claim ( s) of alleged crim inal liability.

38115. In any subsequent adm i nistrative or judici al action initiated by the United States for injunctive r e lief or civ il penalties r e lating to th e Covered Units in this Consent Decree, Nevada Power shall not assert any defense or cl aim based upon principles of waiver, res judicata , collateral estoppel, issu e preclusion, claim preclusion, or cl aim splitting, or any other defense based upon the contention that the claim s rais ed by the United States in the subsequent proceeding were brough t, or should have been brought, in the instan t case; provided, h o wever, that nothing in this Paragraph is inten d ed to, or sh all, af f

ect th e valid ity of Section VII I (Resolution of Clai m s ) of this Consent Decree. 116. Except as specifically provided by this Consent Decree, nothing in this Consent Decree shall relieve Nev a da Power of their oblig ations to co mply with al l applicable f e deral, state, and lo cal laws andregula tions. Subject to the provis i on s in Section VIII (Reso l u tion of Claim s ), nothing contained in this Consent Decr e e shall b e co nstrued to pr event or lim it the rights of the United States to obtain penalties, injunctive relief or othe r relief under the Act or other federal, state, or local statutes, regulations, or permits. 117. Every term expressly defined by this C onsent Decree shall have the m e aning given to that term by this Consent Decree and, except as otherwise provided in this Consent Decree, every other term used in this Consent Decree thatis also a term under th e Act or the regulations imple m enting the Act shall m ean in this Consen t Decree what such term m eans under the Act or those implem enting regulations. 118. Nothing in this Consent Decree is in tended to, or shall, alter or waive any applicable law (including but not lim i ted to any defenses, entitlem e nts, challenges, or clarifications related to the Credible Evidence Rule, 62 Fed. Reg. 8315 (Feb. 27, 1997)) concerning the use of data for any purpose under the Act, generated either by the reference
39m e thods specified herein or otherwise. 119. Each limit and/or other requirem e nt established by or under this Consent Decree is a separate, independent requirem e nt. 120. Perform a nce standards, em issions limits, and other quantitative standards set by or under this Consent Decree mu st be m e t to the num b er of significant digits in which the standard or lim it is expressed. For example, an em issi on rate of 0.100 is not m e t if the actual em ission rate is 0.101. Nevada Power shall round the f ourth significant digit to the nearest third significant digit, or the third si gnificant digit to th e nearest second significant digit, depending upon whether the limit is expressed to three or tw o significant digits. For ex ample, if an actual
em ission rate is 0.1004, that shall be reported as 0.100, and shall be in compliance with an
em ission rate of 0.100, and if an actual emission rate is 0.1005, that shall be reported as 0.101, and shall not be in comp liance with an em ission rate of 0.100. Nevada Power shall report data to the num ber of significant digits in w h ich the standard or lim it is expressed. 121. This Consent Decree does not lim it, enlarge or affect the rights of any Party to this Consent Decree as against any th ird

- parties. 122. This Consent Decree con s titu tes the fina l, comp lete and exclu s ive agreement and understanding am ong the Parties with respect to th e settlem e nt em bodied in this Consent Decree, and supersedes all prior agreem ents and understa ndings am ong the Parties related to the subject
m a tter herein. No docum ent, representation, inducem ent, agreem ent, understanding, or prom ise constitutes any part of th is Consent Decree or th e settlem e nt it represents, nor shall they be used in construing the term s of this Consent Decree. 123. The United States and N e vada Power shall bear their own costs and attorneys’ fees.

40XXII. SIGNATORIES AND SERVI CE 124. Each undersigned representative of the Parties certifies that he or she is fully authorized to enter into the term s and conditio n s of this Consent Decree a nd to execute and legally bind to this docum e nt th e Party he or she represents. 125. This Consent Decree m a y be signed in c ounterparts, and such counterpart signature pages shall be given full force and effect. 126. Each Party h e reby agrees to accep t servi ce of process by m a il with respect to all
m a tters arising under or relati ng to this Consent Decree and to waive the for m al service requirem e nts set forth in Rule 4 of the Federal Ru les of Civil Procedure a nd any applicable Local Rules of this Court including, but not lim ited to, service of a summ ons. XXIII. PUBLIC COMMENT 127. The Parties agree and acknowledge that final approval by the United States and entry of this Consent Decree is subject to the pr ocedures of 28 C.F.R. § 50.7, which provides for notice of the lodging of this Consent Decree in the Federal Register, an opportunity for public comment, and the right of the Un ited States to withdraw or w ithhold consent if the comments disclose facts or considerations which indica te that the Consent Decree is inappropriate, improper or inadequate. Nevada Power shall not oppose entry of this Consent Decree by this Court or challenge any provision of this Consen t Decree unle ss the Unite dStates ha s notif ied Nevada Power, in writing, that the United States no longer supports entry of the Consent Decree. XXIV. CONDITI ONAL T E R MINATI O N OF ENFORCEME NT UNDER CONSENT DECREE 128. Termination as to Completed Tasks. As soon as Nevada Power comp letes a construction project or any other requirem ent of this Consent Decree that is not ongoing or

41recurring, N e vada Power m a y, by motion to this Court, seek term ination of the provision or provisions of this Consent Decr ee that imposed the requirement. 129. Conditional Term ination of Enforce m en t Through the Consent Decree. After Nevada Power:

a. has successfully comp leted constru c tion, and has m a intained operation, of the ULNBs (Se c tion IV.B of this Decree) or other pollution controls as required by this Consent Decree; b. has obtained a revised Title V Permit (i) as required by the term s of this Consent Decree; (ii) that cover all Covered Units in this Co nsent Decre e ; and ( iii) that include as enforceable p e rm it term s a ll of the unit perform a nce and other requirem e nts specified in Paragraphs 95 a nd 96 of Section XIV (Perm its) of this Consent Decree; and
c. certified that that the date is later than January 31, 2013; then Nevada Power m a y so certify th ese facts to the United States and this Court. If the United States does not object in writing w ith specific reasons withinforty-five (45) calendar days of receip tof th e Nevada Power’s certification, then , for any Consent Decree violations th at occur after the filing of notice, the United States sh all pursue enforcem ent of the requirem e nts contained in the Title V Permit through the app licable Title V Per m it and not through this Consent Decree. 130. Resort to E n forcemen t under this Consent Decree. Notwithstanding Paragraph 129 if enforcem ent of a provision in this Consen t Decree cannot be pursued by the United States under the Title V Perm it, or if a Consent Decree re quirem e nt was intended to be part of a Title V Perm it and did not becom e or re m a in part of such perm it, then such requirem e nt m a y be

42enforced under the term s of this Consent Decree at any tim e , unless and u n til Nevada Power has secured a source specific revisi on to the Clark County, Nevada State Impl em entation Plan, as provided in Paragraph 96. XXV. FINAL J U DGMENT 131. Upon approval and entry of this Consent Decree by the Court, this Consent Decree shall constitute a final judgm e nt in the above-captioned m a tter between the Parties.

SO OR DER E D, THIS DAY OF , 2007

UNITED S T ATES DISTRICT C O URT JUDGE

43FOR THE UNITED STATES OF AMERICA:

GRjjNT A Y. 1'fAKA Y AMA AsVstant Administrator Office of Enforcement and Compliance Assurance United States Environmental Protection Agency 

# l~lK,L
Director, Air Enforcement Division Office of Enforcement and Compliance Assurance United States Environmental Protection Agency 

# ~ i. f,L- £r JE FREY A. K DISH Attorney Advisor Air Enforcement Division Office of Enforcement and Compliance Assurance United States Environmental Protection Agency

45Appendix 1 to the Consent Decree in United States v. Nevada Power Company (D. Nev.): Water Injection Curves The water injection system required by Section IV.A. of this Consent Decree shall be designed and opera te d to m a intain the f o llowing water:f u e l ra tios on th e Covered Units spe c if ie d below as a function of gas turbine output at all tim es, excluding peri ods of Start-up and Shut-down. Gas Turbine Load MINIMUM W a ter:Fuel Ratio* Units 5 & 6: < 35.0 MW 0 Units 7 & 8: < 31.0 MW 0 Units 7 & 8: 31.0 to 34.9 M W 0.18 : 1 Units 5-8, 35.0 to 39.9 M W 0.27 : 1 Units 5-8, 40.0 M Wto 44.9 M W 0.27 : 1 Units 5-8, 45.0 M Wto 54.9 M W 0.36 : 1 Units 5-8, 55.0 M Wto 59.9 M W 0.45 : 1 Units 5-8, 60.0 M Wto 69.9 M W 0.54 : 1 >= 70.0 MW 45 GALLONS PER MI NUTE * W a ter:f u el ratio is the r a tio of the m a ss of water to the m a ss of fuel, expressed as pounds per pound, and evaluated on a three-hour average basis.Appendix 2 to the Consent Decree in United States v. Nevada Power Company (D. Nev.): Description of Environmental P r oject
1. The building where Nevada Power shall fund the installation of solar arrays (the “Site”) pursuant to Section VI of this Consent Decree (Enviro nm ental Pro j ect) sha ll be owned or leased by an entity or person other than Nevada Power or any entity or person in w h ich Nevada Power or its parent corp oration, subs idiaries o raffiliates has a financial interest (the “Site Owner”). 2. The selec tio n of a person or entity w ho will own or operate th e solar ar ray s , includ ing, without lim itation, th e person or en tity who receives any electric power or financial benefit from the arrays (“Project Recipient” or “Recip ient”), shall be at Nevada Power’s sole discretion, and m a y in clude the Site Owner, provided that: (a) the Recip i en t is oth e r tha n Nevada Power or any e n tity o rper s on in which Nevada Power or its parent corporati on, subsidiaries or affiliates has a financial interest; (b) the Project Recipient is a non-pr ofit; (c) the Site is, or wi ll be, in Las Vegas, Nevada at the tim e of the solar ra y insta lla tio n; a nd (d) th e Recipien t agrees to co operate in Nevada Power’s efforts to comp ly wi th this Consent Decree, including providing inform ation to Nevada Power so that it m a y be reported to the United States and allowing Nevada Power the right to inspectthe s o lar array s , as specified below. 3. Nevada Power shall notify the United States of the selection of the Project Recipien t within sixty (60) days of en try of the Consent Decree. Tha tn o tif ication s h all include a written, signed certification from an authorizedofficial of the Project Recipient stating that: (1) Project Dollars will allow the purchase of solar arrays that would not have otherwise been installe d at the Site, although the solar arrays purchased with

1Project Dollars m a y be in addition to, and/ or augm ent, any existing or planned solar arrays at the Site; and (2 ) the Rec i pie n t will s eek comp etitive bids f o r the design and insta lla tion of the solar arrays at the Site. 4. The solar arrays shall be desi gned to provide electric power to the Site and to provide any surplus electric power not needed by th e Pro j ect Rec i pie n t to th e loc a l electric grid. 5. The solar arrays shall be insta lled by no later thanDecem ber 31, 2008. 6. Notwithstanding any other provision of this Consent Decree, none of Nevada Power’s oversight costs, if any, shall be cred ited toward the $400,000 in Project D o llars required under this Consent Decree. 7. Upon comp letion of the Project, the Project Recipi ent shall have comp lete and sole ownership of the solar arrays and Nevada Power shall have no ownership or property interest in the arrays, except that Nevada Power s h all inspec t, at le ast onc e , the solar arrays at the Site following th eir installation. Nevada Power shall describe the results of

that inspe c tion in the r e port submitted to the United States pursuant to Paragraph 52 of Conse n t Decree, specifi ca lly : 1. stating th at Ne vada P o wer confirm e d the insta lla tion of the solar arrays; 2. reporting the kilowa tt (kW) of electric power provided by the solar arrays; and 3. provi ding any other inform ation necessary to dem onstrate comp liance with this De cr ee that wa s learn e d at the inspectio n.

2