exv10w22



 






Exhibit 10.22






Sheet No. 1

APS Contract No, 52007




ATTACHMENT A




Form Of Service Agreement For Firm Point-To-Point Transmission Service

Umbrella Short-Term



1.0 This Service Agreement, dated as of July 10, 2006, is entered into, by and
between Arizona Public Service Company (“APS” or “the Transmission Provider”), and
Snowflakc White Mountain Power (SWMP) (“Transmission Customer”).



2.0 The Transmission Customer has been determined by APS to have a Completed
Application for Firm Point-To-Point Transmission Service under the Tariff.



If the Transmission Customer requests “umbrella” type service, this Service
Agreement provides an “umbrella” agreement for short-term firm point-to-point
transmission service in accordance with provisions in Part II of
APS’ Open Access Transmission Tariff.



Requests for specific short-term firm transmission service shall be evaluated on an
individual basis upon the Transmission Customer providing APS the information
regarding each requested transaction as set forth in Sections 18.2.1 and 18.2.3 -
18.2.7 (inclusive) of the Transmission Tariff.



3.0 The Transmission Customer has provided to APS an Application deposit in
accordance with the provisions of Section 17.3 of the Tariff.



4.0 Service under this agreement shall commence on the later of (1) the requested
service commencement date, or (2) the date on which construction of any Direct
Assignment Facilities and/or Network Upgrades are completed, or (3) such other date
as it is permitted to become effective by the Commission. Service under this
agreement shall terminate on such date as mutually agreed upon by the parties.



5.0 APS agrees to provide and the Transmission Customer agrees to take and pay for
Firm Point-To-Point Transmission Service in accordance with the provisions of Part
II of the Tariff and this Service Agreement,



6.0 Any notice or request made to or by either Party regarding this Service
Agreement shall be made to the representative of the other Party as indicated
below.




Effective: January 1, 2008




 









 






Sheet No. 2

APS Contract No. 52007




	 	 	 	 	 
	 

	 	 	 	 
	        Transmission
Provider:	 	 
	 
	 	 	 	 
	        Mailing Address:	 	 
	 

	 	Arizona Public Service Company	 	 
	 

	 	P.O. Box 53999, Station 2260	 	 
	 

	 	Phoenix, Arizona 85072-3999	 	 
	 
	 	 	 	 
	        Overnight Mail:	 	 
	 

	 	Arizona Public Service Company	 	 
	 

	 	502 S. 2nd Avenue, Station 2260	 	 
	 

	 	Phoenix, Arizona 85003	 	 
	 
	 	 	 	 
	        Transmission
Customer:	 	 
	 
	 	 	 	 
	 

	 	Snowflake White Mountain Power	 	 
	 

	 	NZ Legacy LLC	 	 
	 

	 	341 8 N.Val Vista Drive	 	 
	 

	 	Mesa,AZ 85213	 	 
	 

	 	(480) 218-8880	 	 







	7.0	 	The Tariff is incorporated herein and made a part hereof.




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




	 	 	 	 	 	 
	 

	 	 	 	 	 
	        Transmission
Provider:	 	 
	 
	 	 	 	 	 
	Signature:

	 	 	/s/ Mark W. Hackney
 

	 	 
	 
	 	 	 	 	 
	Name:

	 	 	Mark W. Hackney
 

	 	 
	 
	 	 	 	 	 
	Title:

	 	 	Section Leader
 

	 	 
	 
	 	 	 	 	 
	Date:

	 	 	7/18/06
 

	 	 
	 
	 	 	 	 	 
	        Transmission
Customer:	 	 
	 
	 	 	 	 	 
	Signature:

	 	 	/s/ Robert M. Worsley





 

	 	 
	 
	 	 	 	 	 
	Name:

	 	 	Robert M. Worsley
 

	 	 
	 
	 	 	 	 	 
	Title:

	 	 	CEO
 

	 	 
	 
	 	 	 	 	 
	Date:

	 	 	7-12-06
 

	 	 






Effective: January 1, 2008




 









 






Sheet No. 3

APS Contract No. 52007




Specifications For Long-Term Firm Point-To-Point

Transmission Service





	1.0	 	Term of Transaction: 20 years
	 
	 	 	Start Date: January 1, 2008 @ 0000 MST
	 
	 	 	Termination Date: January 1, 2028 @ 0000 MST
	 
	2.0	 	Description of capacity and energy to be transmitted by Transmission Provider including the
electric Control Area in which the transaction originates. (Attach additional sheets, if
necessary.)
	 
	 	 	Unit Contingent Power
	 
	3.0	 	Point(s) of Receipt: APS’ Zeniff Substation interconnection to the Abitibi substation
	 
	 	 	Delivering Party: SWMP
	 
	4.0	 	Point(s) of Delivery: APS’ Cholla 500 switchyard
	 
	 	 	Receiving Party: Salt River Project on their interconnection to the APS’ Cholla 500-Coronado
500 point.
	 
	5.0	 	Maximum amount of capacity and energy to be transmitted (Reserved Capacity):
	 
	 	 	Years 01-15: 10 Mws to the POD
	 
	 	 	Years 16-20: 20 Mws to the POD.
	 
	6.0	 	Designation of party(ies) subject to reciprocal service obligation: None
	 
	7.0	 	Name(s) of any Intervening Systems providing transmission service: None





Effective: January 1, 2008




 









 






Sheet No. 4

APS Contract No. 52007





	8.0	 	Service under this Agreement may be subject to some combination of the charges detailed
below. (The appropriate charges for individual transactions will be determined in accordance
with the terms and conditions of the Tariff.)






	 	8.1	 	Transmission Charge: As per Schedule 7 for Yearly Delivery, currently
$17.12/kw of Reserved Capacity per year.
	 
	 	8.2	 	System Impact and/or Facilities Study Charge(s): N/A
	 
	 	8.3	 	Direct Assignment Facilities Charges:






	 	8.3.1	 	Local Distribution Facilities Wheeling Charge: N/A






	 	8.4	 	Ancillary Services Charges:






	 	8.4.1	 	Scheduling, System Control and Dispatch Services: As per Schedule 1,
currently $0.283/kw-year
	 
	 	8.4.2	 	Reactive Supply and Voltage Control from Generation: As per Schedule 2,
currently $0.00/kw-year
	 
	 	8.4.3	 	Regulation and Frequency Response Service: N/A
	 
	 	8.4.4	 	Energy Imbalance Services: N/A
	 
	 	8.4.5	 	Operating Reserve — Spinning Reserve Service: N/A
	 
	 	8.4.6	 	Operating Reserve — Supplemental Reserve Service: N/A






	 	8.5	 	Other Services:






	 	8.5.1	 	Local Distribution Facilities Wheeling Service: See 8.3.1 above






	9.0	 	On or before September 1, 2007 the Transmission Customer shall either qualify for service
under the APS Credit Scoring Methodology as provided for in APS’s credit policy at Section 11
of its OATT, which review procedures are posted on the APS OASIS or, failing to qualify for
unsecured credit, the Transmission Customer shall provide and maintain in effect during the
term of this Service Agreement, an unconditional and irrevocable letter of credit or an
alternative form of security acceptable to APS equal to 3 months of service. If Transmission
Customer is required to post alternate collateral to secure transmission service,
Transmission Customer shall make arrangements with APS to provide the required letter of
credit or other form of security acceptable to APS within one hundred and twenty (120) days
prior to the commencement of service to ensure satisfaction of the APS creditworthiness
conditions or transmission service shall not commence on January 1, 2008.





Effective: January 1, 2008