5/29/81



                       AGREEMENT FOR THE SALE AND PURCHASE

                             OF WASTEWATER EFFLUENT


                    THIS  AGREEMENT,  made and entered into this day of 12th day
of June  1981,  by and  between  the City of  Tolleson a  municipal  corporation
organized  and existing  under and by virtue of the laws of the State of Arizona
("Tolleson")  and Arizona Public Service  Company,  a corporation  organized and
existing  under and by virtue of the laws of the State of  Arizona  ("APS")  and
Salt River Project Agricultural  Improvement and Power District, an agricultural
improvement  district  organized and existing under and by virtue of the laws of
the State of Arizona ("SRP").

                              W I T N E S S E T H:

                    WHEREAS,  Tolleson owns, operates and maintains a wastewater
treatment plant (hereinafter the "Plant") situated 1/4 mile south of State Route
85 and 1/4  mile  west of 91st  Avenue  at  which  Tolleson  treats  raw  sewage
collected  from  sources  within and  outside  of the  corporate  boundaries  of
Tolleson and produces treated wastewater  effluent.  suitable for discharge into
the Salt River in accordance with the laws of the United States and the State of
Arizona (hereinafter Effluent);

                    WHEREAS,  the capacity of the Plant is currently  sufficient
to process  and  discharge  approximately  4 million  gallons per day of treated
wastewater   and  an  expansion  of  the  Plant  to  increase  the  capacity  to
approximately 8 million gallons per day (hereinafter "M.G.D.") is in progress;

                                       -1-




<PAGE>
                                                                      6/4/81


                    WHEREAS,  pursuant to a commitment previously made, Tolleson
currently is obligated to sell  Effluent up to, but not in excess of, 2.0 M.G.D.
for  the  production  of  sod  on  property   situated  adjacent  to  the  Plant
(hereinafter "Committed Effluent");

                    WHEREAS,  Tolleson  desires  to  reserve  for  its  use  and
disposition as it may in its own discretion elect, 10% of the amount of Effluent
in excess 2.0 M.G.D. (hereinafter "Reserved Effluent");

                    WHEREAS,  Tolleson desires to sell and APS and SRP desire to
purchase all available  Surplus  Effluent which for the purposes hereof shall be
(i) all of the Effluent produced through the operation of the Plant in excess of
the sum of the Committed  Effluent and Reserved Effluent and (ii) any amounts of
Committed Effluent not actually sold pursuant to the commitment therefor, and of
Reserved Effluent.  not actually used or otherwise disposed of by Tolleson,  but
not to exceed 8.3 M.G.D.; and

                    WHEREAS,  the sale and purchase of the Surplus Effluent will
result in its  beneficial use and in the reduction in the demand for the limited
supplies of unused surface waters and groundwaters.

                    NOW  THEREFORE,  for  and in  consideration  of  the  mutual
covenants, terms and conditions hereinafter stated,the parties agree as follows:


                                       -2-


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                                                                         6/4/81


Section 1.     Sale and Purchase of Surplus Effluent.

                    1.1 Except as provided in other Sections of this  Agreement,
Tolleson  shall sell and deliver to APS and SRP, and APS and SRP shall  purchase
and accept all of the Surplus  Effluent  produced  through the  operation of the
Plant  during  the  term of  this  Agreement,  including  any  extension  of the
Agreement.

                    1.2 This  Agreement  contains no  requirement  that Tolleson
produce any  certain  amount of Effluent at the Plant but merely that it deliver
to APS and SRP  whatever  amount of  Surplus  Effluent  is  produced,  except as
provided elsewhere in this Agreement.

                               (End of Section 1]


<PAGE>
                                                                       5/29/81

Section 2.        Price and Payment.

                    2.1  APS and  SRP  shall  pay to  Tolleson  for all  Surplus
Effluent sold and delivered  hereunder a price determined as of July l each year
equal to the greater of (i) $35.00 per acre-foot,  plus the adjustment component
determined  in  accordance  with  Section 2.4 hereof,  (ii) 45% of the price per
acre-foot in effect from time to time for Central Arizona Project  Municipal and
Industrial Water, 6r (iii) 190% of the price paid for Uncommitted Effluent under
Agreement  No.  13904  between APS and SRP and the Cities of Phoenix,  Glendale,
Scottsdale, Tempe and Mesa and the Town of Youngtown

                    2.2 APS and SRP shall pay  Tolleson  monthly an amount equal
to the price determined  pursuant to section 2.1 hereof multiplied by the number
of acre-feet of surplus Effluent  delivered and accepted during the prior month.
such  monthly  payments  shall be due and  payable 30 days after  receipt of the
inv6ice therefor rendered by Tolleson.

                    2.3 In the event of a dispute  concerning  the  quantity  of
surplus  Effluent  delivered  in any month,  APS and SRP shall pay the  invoiced
amount) but may do so under  written  protest.  If any  protested  amount  shall
subsequently be determined to have been excessive,  the excessive amount thereof
shall be  refunded to APS and SRP.  Any dispute or protest  shall be resolved in
the manner provided by Section 14.7 hereof.



                                       -4-


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                                                                      5/29/81

                    2.4 The adjustment component shall be applied to all Surplus
Effluent sold and delivered  hereunder on or after July 1, 1981, pursuant to the
price  described in Section  2.1(i),  and shall be determined  once each year as
hereinafter set forth.

                         2.4.1 The Base Year shall be 1980.

                         2.4.2 On July 1, 1992,  the  specified  price of $35.00
per acre-foot  shall be adjusted  (increased or  decreased),  based on the final
index for the Base Year and the final  index for the year 1981 by  referring  to
the Index of Implicit Price Deflators for Gross National  Product,  as published
in Table 7.1 of the National  Income and Product  Accounts  Tables of the United
States Department of Commerce  Publication entitled "Survey of Current Business"
(hereinafter "IPD") as applied in the following formula:

                            1981 IPD - 1980 IPD x $35.00
                            -------------------
                                   1980 IPD

          EXAMPLE:
                   Assume  the IPD for the Base  Year  (1980) is 100 and the IPD
                   for 1981 is 110, then the adjustment for the year  commencing
                   July 1, 1982, would be determined as follows:

                             110 - 100 x $35.00= $3.50
                             ---------
                                100

                         2.4.3  Pursuant  to  Section  2.1(i),   the  price  per
acre-foot  thereafter  shall be adjusted  accordingly  for each  successive year
based on the percentage  change in IPD between the final index for the preceding
year and the Base Year.

                                       -5-


<PAGE>
                                                                       6/4/81




          EXAMPLE:
                   Assume  the IPD for the Base  Year  (1980) is 100 and the IPD
                   for 1982 is 120, the adjustment for the year  commencing July
                   1, 1983, would be determined as follows:

                            120 - 100 X $35.00 = $7.00
                            ---------
                              100

                         2.4.4 In computing  such adjusted  price per acre-foot,
fractions of a cent will be dropped if less than  one-half (.5) cent and will be
increased to the next higher whole cent if one-half (.5) cent or more.

                         2.4.5 In the event the "IPD" is not  available  for use
in determining the adjustment  component in July of 1982 or any subsequent year,
the  adjustment  component  shall  be  held in  abeyance  for  Surplus  Effluent
delivered  in such year until such index is  available,  at which time  Tolleson
shall  determine the adjusted  price  pursuant to Section  2.1(i),  and, if such
price is  applicable  for any year in question,  shall  submit,  and APS and SRP
shall pay, an adjusted  invoice  applying the proper  adjustment  to all surplus
Effluent previously delivered in such year.

                         2.4.6 In the event the IPO  shall be  discontinued,  an
appropriate  index  will be  substituted  therefor  by mutual  agreement  of the
parties.


<PAGE>


                                                                       5/29/91


Section 3. Quality of the Surplus Effluent

                    3.1 All Surplus Effluent sold and delivered  hereunder shall
have received wastewater  treatment,  and shall meet the standards,  required by
law  and   specified  in  Permit  No.  AZ  200338  i5sued  to  Tolleson  by  the
Environmental  Protection Agency (hereinafter  "EPA"),  including any amendments
thereof as may be made from time to time and/or in any other required  permit or
authorization  as may  hereafter be issued by the Arizona  Department  of Health
services  (hereinafter  "ADHS"),  or any other  federal or state  agency  having
jurisdiction  respecting the treatment and/or discharge of waste-water effluent,
except that  chlorination of such surplus Effluent sold and delivered  hereunder
shall be required and performed only upon the terms and  conditions  hereinafter
provided.

                    3.2 Tolleson  shall operate,  maintain,  enlarge and improve
the Plant in such a manner  that the quality  requirements  set forth in Section
3.1 are satisfied.

                    3.3 APS and SRP shall not be  required to purchase or accept
surplus Effluent that does not meet the quality requirement set forth in Section
3.1 hereof.

                    3.4  To1leson  on the  written  request of APS and SRP shall
chlorine the Surplus Effluent to be delivered to APS and SRP,  provided that APS
and SRP  shall  reimburse  Tolleson  for its  costs  for  chlorine  used in such
chlorination.



                                       -7-


<PAGE>
                                                                      6/4/81


                    3.5 Should the  applicable  state and federal laws change to
require  chlorination of Surplus Effluent  delivered into the effluent  pipeline
between the City of Phoenix  91st  Avenue  Sewage  Treatment  Plant and the Palo
Verde  Nuclear  Generating   Station   (hereinafter  the  "Palo  Verde  Effluent
Pipeline"),  but not require  chlorination  of Effluent  4ia-posed of in the way
Tolleson  disposed of the Effluent  before  entering into this  Agreement,  then
Tolleson shall  chlorinate the Surplus  Effluent and APS and SUP shall reimburse
Tolleson for its costs of chlorine used in chlorinating the Surplus Effluent.

                                          (End of Section 3)























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                                                                       6/4/81


Section 4.     Use of the surplus Effluent.

                    The  primary  use  of the  surplus  Effluent  purchased  and
accepted by APS and SRP is for  condenser  cooling  required for  generation  of
electric power at the Palo Verde Nuclear  Generating  station  (hereinafter  the
"Palo Verde  Station") or any other  electric  generating  facility that APS and
SRP,  or either of them,  may in the future  develop.  Nonetheless,  APS and SRP
shall,  at all times and at their sale  discretion,  have the right to resell or
otherwise dispose of the Surplus Effluent sold and delivered  hereunder provided
that such sales or other dispositions are made in compliance with all applicable
laws and are not in competition with sales of other Effluent by Tolleson.

                                       (End of Section 4)



















                                       -9-


<PAGE>


                                                                       5/29/81

Section 5.     Delivery Point and Metering.

                    5.1 Surplus  Effluent sold and purchased  hereunder shall be
delivered by Tolleson and accepted by APS and SRP at the valve that controls the
flow of Surplus Effluent into the Palo Verde Effluent Pipeline  (hereinafter the
"Delivery Point") to be installed in the interconnection between the two outfall
wastewater  lines from the Plant to the Salt  River  (hereinafter  the  "Outfall
Lines") and the Palo Verde Effluent Pipeline.

                    5.2 The parties shall cooperate in the design, installation,
operation and maintenance of the interconnection  facilities required to provide
for the reliable delivery and control of Surplus Effluent at the Delivery Point.
All costs associated with the design, installation,  construction, operation and
maintenance  of such  facilities  shall be borne by APS and SRP and the title to
such facilities shall be vested in APS and SRP jointly.

                    5.3 The quantity of Surplus  Effluent  delivered by Tolleson
and accepted by APS and .SRP at the Delivery Point shall be measured by metering
devices  installed by APS and SRP as close to the Delivery Point as practicable.
Such metering  devices shall be of a design and type  acceptable to Tolleson and
APS and SRP.  The  costs of such  devices  and  their  installation,  operation,
maintenance, replacements, repair, betterments and calibration shall be borne by



                                      -10-


<PAGE>


                                                                       6/4/81

APS and SRP, except as otherwise  provided in Section 7.3 hereof,  and the title
thereto shall be vested in APS and SRP.  Provisions shall be made to permit flow
meter information to be continuously displayed in a panel or panels at the Pl4nt
utilizing  facilities and equipment as Tolleson may, at its own expense provide,
title to which shall be vested in Tolleson.

                    5.4 In the event that the flow metering device shall fail or
be  inoperative,  Tolleson  shall  have the  right to use  other  in-plant  flow
metering  equipment to determine  the volume of Surplus  Effluent  delivered for
billing purposes.

                               (End of Section 5]





















                                      -11-


<PAGE>


                                                                    5/29/81

Section 6.  Permits and Authorizations.

                    6.1 Tolleson  shall be solely  responsible  for securing and
maintaining in force and effect any and all permits and authorizations  required
by law for the delivery of Surplus Effluent to APS and SRP at the Delivery Point
and for the discharge into the Salt River or other disposal of Effluent which is
not delivered to and accepted by APS and SRP.

                    6.2 APS and SRP shall be solely responsible for securing and
maintaining in force and effect any and all permits and authorizations  required
by law for the transportation of the Surplus Effluent from the Delivery Point to
the Palo Verde  Station or to any other  points and for any uses of the  Surplus
Effluent that are allowed by Section 4 of this Agreement. Such responsibility of
APS and  SRP may be  delegated  to  others,  'but as  between  the  parties  the
responsibility rests solely upon APS and SRP.

                    6.3 Each of the parties shall cooperate with the other party
in securing and  maintaining in force and effect the permits and  authorizations
required in  accordance  with  Sections 6.1 and 6.2 hereof and shall render such
assistance to the other party as it or they may reasonably  request.  Each party
shall  furnish  to the  other  party  a copy of each  permit  and  authorization
obtained pursuant to Sections 6.1 and 6.2 hereof.





                                      -12-


<PAGE>


                                                                      6/4/81


                    6.4 Should  Tolleson be required by law to treat the Surplus
Effluent in a manner that results in increased  expenses to Tolleson  because it
is delivering the Surplus  Effluent to APS and SRP under this  Agreement,  which
expense it would not have  incurred  if the  Surplus  Effluent  was  disposed by
Tolleson. into the Salt River, then APS~ and SRP shall have the right to require
Tolleson to so treat the Surplus  Effluent and shall reimburse  Tolleson for all
expenses   (including  without  limitation  any  costs  of  plant  additions  or
improvements) incurred by Tolleson in providing such treatment.

                               [End of Section 6]













                                      -13-


<PAGE>


                                                                      5/29/81


Section 7.     Implementation of the Agreement.

                    7.1  Within  30  days  after  the  effective  date  of  thi5
Agreement,  Tolleson  shall  designate  a  representative  and APS and SRP shall
collectively  designate a  representative  for the purposes of (i)  implementing
this Agreement in accordance with its terms,  (ii) coordinating the engineering,
design and installation of the  interconnecting  facilities,  including  without
limitation  the metering  facilities,  (iii)  developing  mutually  satisfactory
procedures   for   the   installation,   operation   and   maintenance   of  the
interconnecting  facilities, and (iv) developing other practices appropriate for
the  implementation  of this Agreement.  Either Tolleson or APS and SRP may from
time to time designate a substitute or successor  authorized  representative  by
giving written notice of such designation to the other party.

                    7.2  Within  120  days  after  the  effective  date  of  the
Agreement,  the  authorized  representatives  shall  establish  in writing  such
operating procedures and practices as they mutually shall deem to be appropriate
for the delivery and acceptance of Surplus Effluent hereunder, including without
limitation such matters as notification  requirements for routine operations and
emergencies, access to control and measurement facilities, maintenance practices
and schedules, and billing practices Such operating procedures and practices may
be amended from time to time in writing as the authorized  representatives shall
mutually agree.


                                      -14-
                                                              

<PAGE>


                                                                      6/4/91


                    7.3 The  metering  devices  used to measure the  quantity of
Surplus  Effluent  delivered  and accepted  hereunder  shall be  calibrated in a
manner acceptable to the authorized  representatives prior to the date when such
devices are placed in service and thereafter not less frequently than once every
six months.  The costs of such scheduled  calibrations shall be borne by APS and
SRP.  The  authorized  representative  for  Tolleson may request in writing such
additional calibrations as he in his sole discretion deem. appropriate; provided
that the cost incurred by APS and SRP for each such additional calibration shall
be reimbursed by Tolleson  unless any such additional  calibration  reveals that
the  inaccuracy  of the metering  devices is greater than + 2% in which case the
cost of such additional calibration shall be borne by APS and SRP. Copies of all
records showing calibration of meters and measurements of Surplus Effluent shall
be delivered to Tolleson with cover letters acknowledging the records to be true
copies.

                                         [End of Section 7)













                                      -15-


<PAGE>


                                                                    6/4/81


Section 8.  Commencement of Delivery of Effluent; Effluent Availability Charge; 
            and Charges for Unaccepted Effluent.

                    The  obligation to sell and deliver  Surplus  Effluent shall
commence  upon the  completion  of the  interconnection  facilities  between the
Outfall Lines and the Palo Verde Effluent Pipeline  (hereinafter the "Completion
Date").  During the period from the  Completion  Date  through  April 30,  1983,
Tolleson  shall sell and  deliver,  and APS and SUP shall  purchase  and accept,
Surplus  Effluent in such  quantities  as may be  available  and APS and SRP may
require for testing and startup of the Water Reclamation  Facility  (hereinafter
"WRF"), for filling the reservoir at Palo Verde Station and testing, startup and
operation  of Unit 1 at Palo  Verde  Station.  APS and SRP  shall  use  Tolleson
Surplus  Effluent for such  purposes in  precedence  to any other  effluent from
other  sources  except to the extent that is desirable to test the WRF with such
other  effluent.  During the period from July .1, l981,  through April 30, 1983,
APS and SRP shall pay to  Tolleson  an  availability  charge  equal to $2.00 per
acre-foot for the quantity of Surplus Effluent  available for sale and delivery,
but not  purchased  and accepted by APS and SRP during such period.  After April
30, 1983, Tolleson shall be obligated to sell and deliver, and APS and SRP shall
be obligated to purchase and accept, all Surplus Effluent available from time to
time.  In the event APS and SRP shall,  after April 30, 1983,  fail or refuse to
accept any  available  surplus  Effluent  for reasons  other than as provided in
Sections 3.3, 9.1 and 11.1,  then APS and SRP shall be obligated to pay (or such
unaccepted  Surplus  Effluent  at the  same  price  and on the  same  terms  and
conditions as would have applied if it had been accepted.

                                        [End of Section 8]










                                      -17-


<PAGE>


                                                                   5/29/81

Section 9.     Force Majeure.

                  9.1 Neither Tolleson nor APS and SRP shall be considered to be
in default in the performance of any of the obligations  hereunder if failure of
performance  shall be due to an uncontrollable  force. The term  "uncontrollable
force" shall mean any cause beyond the control of the party affected, including,
but not limited to, failure of facilities,  flood,  earthquake,  tornado, storm,
fire, lightning,  epidemic, war, riot, civil disturbance or disobedience,  labor
dispute,  and  action  or  nonaction  by or  failure  to  obtain  the  necessary
authorizations  or approvals  from any  governmental  agency or authority or the
electorate, labor or material shortage, sabotage and restraint by Court order or
public  authority,  which by exercise of due diligence and foresight  such party
could not  reasonably  have been  expected to avoid and which by exercise of due
diligence  it shall be unable to  overcome.  Nothing  contained  herein shall be
construed so as to require either party to settle any strike or labor dispute in
which it may be involved. Either party rendered unable to fulfill any obligation
by reason of any  uncontrollable  force shall  exercise due  diligence to remove
such inability with all reasonable dispatch.

                  9.2  Whenever  uncontrollable  force as defined in Section 9.1
prevents APS and SRP from being able to accept or use the Surplus Effluent, then
Tolleson may enter into  temporary  contracts with any other parties for sale of
the Surplus  Effluent.  It Tolleson  has entered into such  temporary  contract,
Tolleson  shall  be  allowed  up to 30 days to  begin  delivery  of the  Surplus
Effluent to APS and SUP after receiving written notice from APS and SRP that the
disability has been removed.




                                      -18-


<PAGE>
                                                                       6/4/81


                  9.3  Notwithstanding  the  provisions of Sections 9.1 and 9.2,
if, after the exercise of due diligence, the party rendered unable to fulfill an
obligation  remains unable to remove such inability for one full year, the other
party may elect to terminate  the Agreement  anytime  thereafter by tendering 90
days written notice of its intention to terminate.

                                         (End of Section 9

















                                      -19-

<PAGE>


                                                                   6/4/81

Section 10. Interruption of Delivery of Surplus Effluent.

           Tolleson shall have the right to refuse to deliver  Surplus  Effluent
or any portion of it under the terms of Agreement when the following occurs:

           (a) There exists in Tolleson a critical need for water to be used for
      domestic purposes;

           (b) All other reasonable sources of water have been exhausted;

           (c) Reasonable  steps have been taken to conserve the water supply in
      Tblleson; and

           (d) Reasonable  notice of the critical need has been given to APS and
      SRP.

When the critical need expires, or when other reasonable sources of water become
available,  Tolleson can no longer refuse to deliver Surplus  Effluent under the
terms of this Agreement.  Tolleson shall use its best efforts to resume delivery
of Surplus Effluent  hereunder at the earliest  practical time in the event such
deliveries are interrupted in accordance with this Section 10.

                               [End of Section 10]












                                      -20-


<PAGE>


                                                                       6/4/81


Section 11.  Affect of Outage or Malfunction on Acceptance of Effluent.

                  11.1 In the event that a nonscheduled  outage  ("nonscheduled"
outage meaning an outage occurring due to reasons outside the control of APS and
SRP),  or  malfunction  of any  component  or system of the Palo Verde  Effluent
Pipeline  or the WRF at the Palo Verde  Station,  restricts  the  capability  of
either of such  facilities  to transport or treat  wastewater  effluent from all
sources,  then APS and SRP may refuse to accept delivery of the Surplus Effluent
and shall not be required to pay therefor It us  understood,  however,  that the
Surplus Effluent from Tolleson's Plant shall be the last source of effluent that
APS and SR? cut back on during such outage and that APS and SRP shall not refuse
to accept and pay for  Tolleson's  Surplus  Effluent to the extent that they are
accepting and paying for effluent from any other source. Further, a nonscheduled
outage  which cuts off or cuts back on the amount of Surplus  Effluent  accepted
and paid for by APS and SRP shall be  treated  as an  "uncontrollable  force" as
defined in Section g of this  Agreement and shall be governed by the  provisions
of Section 9.

                  11.2 In the event that an outage as  described in Section 11.1
is a scheduled outage  ("scheduled" outage meaning an outage that is planned and
controlled  by APS and SRP),  APS and SRP shall  continue to pay for the Surplus




                                      -21-


<PAGE>


                                                                          6/4/81

Effluent that would have been delivered  during any scheduled  outage lasting up
to one year in length.  Should the scheduled  outage  continue for more than one
year,  from that point in time,  APS and SRP shall pay  one-half  the price that
they otherwise would have paid for any Surplus  Effluent they do not accept.  At
any time that a scheduled outage continues for more than two years, Tolleson may
in its sole  discretion  elect to  terminate  the  Agreement  by  giving 90 days
written notice to APS and SRP.

                  11.3  Except in  emergencies,  APS and SRP shall  give 90 days
written  notice in  advance  of any  discontinuation  of  acceptance  of Surplus
Effluent under the provision of this Section.

                               (End of Section 11]












                                      -22-


<PAGE>


                                                                     5/29/81


Section 12.    Liability and Insurance.

                  12.1 Except for the negligence or intentional  acts of APS and
SRP, their officers,  directors,  employees and agents, Tolleson shall be liable
insofar as APS and Salt are concerned,  for any physical  damage to property and
death of, and personal  injury to,  anyone  arising out of the  ownership,  use,
occupancy, operation, maintenance, repair, replacement and reconstruction of the
Plant and the Outfall Lines,  and Tolleson hereby  indemnifies and holds APS and
SRP harmless from any cost, expense, claim or loss from such damage or injury.

                  12.2 Except for the negligence or intentional act of Tolleson,
its officers, managers, employees or agents, APS and SRP shall be liable insofar
as Tolleson is concerned  for any physical  damage to property and death of, and
personal  injury to, anyone  arising out of the  construction,  ownership,  use,
occupancy, operation, maintenance, repair, replacement and reconstruction of the
delivery facilities at the Delivery Point, the Palo Verde Effluent Pipeline, the
facilities at Palo Verde.  Station,  or the  transportation  and use,  resale or
disposal of Surplus Effluent delivered and accepted  hereunder,  and APS and SRP
hereby  indemnify and hold Tolleson  harmless from any cost,  expense,  claim or
loss from such damage or injury.


                                      -23-


<PAGE>


                                                                     6/4/81

                  12.3  Tolleson  shall procure and maintain  insurance  against
physical damage to property and death of, and personal injury to, persons of the
kind and with  coverages  normally  carried  by  entities  operating  properties
similar to the Plant and the Outfall Lines. Upon request, Tolleson shall furnish
to APS and SRP  certificates  of insurance  demonstrating  compliance  with this
Section 12.3.

                  12.4 APS and SRP shall procure and maintain  insurance against
physical damage to property and death of, and personal injury to, persons of the
kind and with  coverages  normally  carried  by  entities  operating  properties
similar to the Palo Verde  Effluent  Pipeline and the Palo Verde  Station.  Upon
request,  APS and SRP  shall  furnish  to  Tolleson  certificates  of  insurance
demonstrating compliance with this Section 12.4.

                               (End of Section 12)














                                      -24-


<PAGE>


                                                                     6/4/91


Section 13. Inspections and Access to Records

                  13.1  Each  of  the  parties  shall  have  the  right,  during
reasonable  hour5,  of access to and inspection of the facilities and operations
of  the  other  party  which  are  associated  with  the  treatment,   delivery,
measurement,  transportation  and use of  Surplus  Effluent  sold and  purchased
hereunder.
                  13.2  Each  of  the  parties  shall  have  the  right,  during
reasonable hours, of access to the records of the other party which are relevant
for proving  compliance or  noncompliance of each of the parties with any of the
terms of the Agreement.

                               (End of Section 13)


















                                      -25-



                                                                     6/4/81
Section  14.      General.

                  14.1  Effective  Date  and  Term.   This  Agreement  shall  be
effective  from and after the date of its execution by the parties.  The Initial
Term of  this  Agreement  shall  be the  period  commencing  on the  date of its
execution by the parties and.  expiring  December 31, 2001. The Agreement  shall
continue in effect and shall be binding  upon the  parties  for four  successive
five-year Extended Terms unless Tolleson or APS and SRP shall have given written
notice of  termination  not less than one year  prior to the  expiration  of the
Initial Term or any or the three succeeding Extended Terms.

                  14.2  Assignment.  Neither  Tolleson  nor APS  and  SRP  shall
transfer or assign any of their respective  rights,  titles and interests in and
to this Agreement without the prior written consent of the other parties, except
that (i) APS and SRP shall each have the right to transfer and assign all or any
portion of its right,  title and  interest in this  Agreement to the other or to
any  utility  participating  in the Palo  Verde  Station  or any other  electric
generating  station which utilizes the Surplus  Effluent sold hereunder (ii) APS
and SRP and any of their  respective  successors  or assigns shall each have the
right to  transfer  its  right,  title and  interest  in this  Agreement  to any
mortgagee,  trustee or secured  party  under  present or future  deeds of trust,
mortgages,  indentures or security  agreements.  A transfer or assignment by any


                                      -26-



<PAGE>


                                                                     5/29/81


party shall not release that party from its  obligations as the primary  obligor
under the Agreement  without the written  consent of the other  parties.  In the
event of any transfer or assignment of this Agreement by either  Tolleson or APS
and SRP, the terms,  covenants and conditions of this Agreement shall be binding
upon and inure to the  benefit and shall  apply to the  respective  transferees,
successors  and assigns of Tolleson and APS and SRP.  Notwithstanding  any other
provision  of this  Agreement,  APS and SRP shall  have the right,  without  the
consent of Tolleson,  to resell and dispose of all or any portion of the Surplus
Effluent  delivered and accepted  hereunder in such manner,  upon such terms and
conditions and for such reuse as APS and SRP shall in their sole discretion deem
appropriate within the limitations of Section 4 of this Agreement.

                  14.3  Compliance  with Laws. APS and SRP shall use the Surplus
Effluent  delivered  hereunder in  accordance  with the  applicable  laws of the
United States of America,  the  applicable  laws of the State of Arizona and the
rules and regulations of the State Health  Department and of the Manicopa County
Health  Department;  provided,  however,  that in the  event  any  such  laws or
regulations  shall be amended in the future so as to make it  impossible  to use
the surplus Effluent for the purposes  specified in this Agreement,  APS and SRP
shall,  at their option,  have the right to cancel and terminate  this Agreement
upon  giving 90 days  notice in writing to  Tolleson.  In the event  Tolleson is



                                      -27-
                                        I


<PAGE>


                                                                       5/29/81

prohibited  by any state or federal  laws or  regulations  hereafter  enacted or
adopted from selling effluent for the uses contemplated  herein,  Tolleson shall
have the right to cancel and terminate this Agreement upon giving 90 days notice
in writing  to APS and SRP.  Until the notice  period  runs and the  termination
becomes effective, APS and SRP shall continue to pay for the Surplus Effluent

                  14.4 Notices. All notices, demands, consents or other writings
given or made  pursuant  to this  Agreement  shall be in  writings  and,  unless
otherwise  specified  herein,  shall be deemed to have been duly given when made
and deposited in the United  States mail by  registered  or certified  mail with
postage prepaid and addressed as follows:

                    To Tolleson:  City Manager
                                  9555 West Van Buren
                                  Tolleson, Arizona 85353

                    To APS:       Arizona Public Service Company
                                  c/o Secretary
                                  P.0. Box 21666
                                  Phoenix, Arizona 85036

                    To SRP:       Salt River Project Agricultural
                                  Improvement and rower District
                                  c/c Secretary
                                  P. 0. Box 1980
                                  Phoenix,  Arizona  85001
                                               

The address to which any notice, demand, consent or other writing shall be given
to any party may be changed from time to time by written notice of such party to
the other parties as above provided.


                                      -28-

                                                                       5/29/81

<PAGE>

                  14.5  Relative Responsibilities of APS and SRP.

                        14.5.1 APS is authorized to act for and on behalf of SRP
in all matters  affecting the  implementation  and performance of this Agreement
for the use of the Surplus  Effluent at the Palo Verde Station,  and all actions
and  representations  taken or made by APS in the implementation and performance
of this Agreement shall be binding upon SRP.

                        14.5.2  In  the  event  all or a  part  of  the  Surplus
Effluent  is used  other than at the Palo  Verde  Station,  APS and SRP shall be
jointly responsible for the implementation and performance of this Agreement.

                        14.5.3  Under all  circumstances,  however,  APS and SRP
shall be jointly and  severally  liable to perform the  obligations  to Tolleson
that are imposed by this Agreement.

                  14.6 Waivers.  The waiver by either Tolleson or APS and SRP of
any breach of any term,  covenant or  condition of this  Agreement  shall not be
deemed a waiver of such term,  covenant or  condition or any  subsequent  breach
thereof of any other term, covenant or condition in this Agreement.

                  14.7  Resolution of conflicts  and  Disputes.  Any conflict or
disputes in the implementation of this Agreement,  procedures for implementation
having been  provided in Section 7, shall be resolved by  arbitration  in accord
with  the  rules of the  American  Arbitration  Association.  Any  conflicts  or
disputes in adjusting the purchase price of the Surplus  Effluent as provided in


                                      -29-
                                                                 

<PAGE>


                                                                     5/29/81

Section 2.1 and any  conflict or  disputes in the  quantity of Surplus  Effluent
delivered as discussed in Section 2.3 shall be resolved by arbitration in accord
with the rules of the American  Arbitration  Association.  No other conflicts or
disputes arising out of the Agreement shall be subject to mandatory arbitration.
In all cases,  the Agreement  shall be interpreted  according to the laws of the
State of Arizona.

                  14.8 Sales and Use Taxes.  In the event the State of  Arizona,
County of Maricopa or the federal  government should require that Tolleson pay a
tax resulting  from the sale of Surplus  Effluent to APS and SRP, then the price
for the Surplus  Effluent  shall be  increased  by the amount of such tax In the
event Tolleson shall levy a tax on the sale or use of the surplus Effluent, then
the  amounts  of any  such tax paid by APS and SRP  shall be  deducted  from the
amounts payable under Section 2.2 hereof.

                  14.9 Section Headings.  Section headings in this Agreement are
for convenience only and do not purport to describe accurately or completely the
contents of any section. Such headings are not to be construed as a part of this
Agreement or in any way defining, limiting or amplifying the provisions hereof.

                  IN WITNESS WHEREOF,  the parties have caused this Agreement to
be executed and attested by their respective duly authorized  officers as of the
date first above written.




                                      -30-


<PAGE>



ATTEST                                         CITY OF TOLLESON

                                               By
-------------------------------                ---------------------------
City Clerk                                                   Mayor

                                               Reviewed By

                                               ---------------------------
                                                         City Manager

                                                Approved as to Form

                                                ---------------------------
                                                         City Attorney


ATTEST:
                                                ARIZONA PUBLIC SERVICE COMPANY


---------------------------------               ---------------------------
(Title) WM T. QUINSLER, SECRETARY
APPROVED AS TO FORM                             By     (Title) President
BY
FOR SNELL & WILMER                              SALT RIVER PROJECT AGRICULTURAL
DATE  6/9/81                                    IMPROVEMENT AND POWER DISTRICT
ATTEST & COUNTERSIGN

---------------------------------               ---------------------------
                                                By      (Title)   President
(Title) Secretary
                                                APPROVED AS TO FORM
                                                Salt River Project Law Dept.
                                                By
                                                Date 7/7/81

                                                                       

                                      -31-
<PAGE>


                                                                    5/29/81

STATE OF ARIZONA     )
                     ) ss:
County of Maricopa   )

                  On this the 13th day of July1981  before me, the,  undersigned
Notary  Public,  personally  appeared  Mario J.  Herrera  and Esther  Angulo who
acknowledged  themselves to be the Mayor and City Clerk of the CITY OF TOLLESON,
ARIZONA,  a  municipal  corporation.  and  that  they  as such  officers,  being
authorized so to do, executed the foregoing  instrument for the purposes therein
contained by signing the name of CITY OF TOLLESON,  ARIZONA,  by  themselves  as
such Mayor and City Clerk.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                                    --------------------------
                                                       Notary Pub1ic

My Commission Expires:

My Commission Expires Jan.29, 1984


STATE OF ARIZONA     )
                     ) ss.
County of Maricopa   )


         On this the 12th day of July l981 before me).  the  undersigned  Notary
Public personally appeared __________ and __________ who acknowledged themselves
to be the Secretary and President of ARIZONA PUBLIC SERVICE COMPANY,  an Arizona
corporation, and that they as such officers, being authorized so to do, executed
the foregoing instrument for the purposes therein contained the name of, signing
the name of the company by themselves as such Secretary and President.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                                    --------------------------
                                                       Notary Pub1ic


My Commission Expires:

  My Commission Expires Nov. 9, 1982
                                      -32-
<PAGE>

                                                                         5/29/81


STATE OF ARIZONA     )
                     )ss.
County of Maricopa   )

         On this the 9th day of July,  1981  before me, the  undersigned  Notary
Public,  personally  appeared  Karl F. Abel and Paul D. Rice,  who  acknowledged
themselves  to be  the  who  acknowledged  themselves  to be the  President  and
Secretary,  of  the  SALT  RIVER  PROJECT  AGRICULTURAL  IMPROVEMENT  AND  POWER
DISTRICT, an agricultural  improvement district organized and existing under the
laws of the State. of Arizona, and that they as such officers,  being authorized
so to do, executed the foregoing  instrument for the purposes therein  contained
by  signing  the  name  of the  company  by  themselves  as such  President  and
Secretary.


         IN WITNESS WHEREOF, I hereunto set my hand and official seal.



                                                    --------------------------
                                                       Notary Pub1ic


My Commission Expires:
    My Commission Expires May 3rd, 1983


[Notary Seal]














                                      -33-

<PAGE>


                                       ARIZONA NUCLEAR POWER PROJECT
                                       Post Office Box 21 66
                                       Phoenix, Arizona 85035


El Paso Electric Company
P.O. Box 962                           July 16, 1981
215 N. Stanton
El Paso, Texas  79999
Attention: R. E. York, Vice President

Southern California Edison Company
P. O. Box 900
2244 walnut Grove Avenue
Rosemead, California  91770
Attention: Robert Dietch, Vice President

Public Service Company of New Mexico
P. O. Box 2267
Albuquerque, New Mexico 87103
Attention: C. David Bedford, Vice President

Gentlemen:

                  The City of Tolleson, Arizona Public Service Company (APS) and
Salt River Project  Agricultural  Improvement and Power District (SRP) have duly
executed  the  attached  Agreement  for the  Sale  and  purchase  of  wastewater
Effluent,  dated as of July 7,  1921,  providing  for the sale and  purchase  of
wastewater  effluent for use at Palo Verde Nuclear Generating Station (PVNGS) or
other  electric  generating  stations  as APS and SRP,  or either  of them,  may
develop  in the  future.  APS and SRP  have  executed  such  effluent  agreement
pursuant to the  attached  resolution  unanimously  approved  and adopted by the
Arizona Nuclear Power Project (ANPP) Administrative Committee and hereby declare
and designate such agreement to be a Project  Agreement,  as defined in the ANPP
participation  Agreement,  in which  each  participant  shall  own an  undivided
interest as tenant in common in proportion to its Generation  Entitlement  Share
in PVNGS pursuant to section 4.1 of such Participation Agreement.

                    APS and SRP further  commit,  subject to the  designation by
the other Participants of such effluent  agreement as a Project Agreement,  that
all effluent  available  for purchase  under such  effluent  agreement  shall be
dedicated  to the  operation  of  PVNGS  and  shall  not be  used  at any  other
generating station without the consent of all Participants.
                                                                 
ARIZONA PUBLIC SERVICE COMPANY           SALT RIVER PROJECT AGRICULTURAL
                                         IMPROVEMENT AND POWER DISTRICT

By                                       By
   
----------------------------             ------------------------------       
                                              President
Attachment
                                                

                                         By
                                         ------------------------------
                                               Secretary



<PAGE>


                  The attached Agreement for the Sale and Purchase of Wastewater
Effluent is hereby designated a Project Agreement.



                                            EL PASO ELECTRIC COMPANY


                                            By
                                            -----------------------------


                                            SOUTHERN CALIFORNIA EDISON COMPANY

                                            By
                                            -----------------------------


                                            PUBLIC SERVICE COMPANY OF NEW MEXICO



                                            By
                                            -----------------------------



<PAGE>

                                                                      12/4/81

                      AMENDMENT #1 TO THE AGREEMENT FOR THE

                    SALE AND PURCHASE OF WASTEWATER EFFLUENT


                  THIS  AMENDMENT #1 TO THE  AGREEMENT FOR THE SALE AND PURCHASE
OF WASTEWATER  EFFLUENT  ("Amendment #1"), dated June 12, 1981. made and entered
into as of the 12th day of November,  1981, by and between the City of Tolleson,
a municipal  corporation  organized and existing under and by virtue of the laws
of the State of Ariz6na  ("Tolleson")  and Arizona  Public  Service  Company,  a
corporation  organized and existing under and by virtue of the laws of the State
of Arizona  ("APS") and Salt River Project  Agricultural  Improvement  and Power
District, an Agricultural  improvement district organized and existing under and
by virtue of the laws of the State of Arizona ("SRP").

                                      W I T N E S S E T H

                    WHEREAS,  since June 12, 198A, the date of the Agreement for
the Sale and Purchase of  Wastewater  Effluent (the  "Agreement"),  Tolleson has
proceeded with its expansion of its wastewater  treatment plant (the "Plant") as
described in the Agreement and the  installation  of a new outfall line from the
Plant to the Salt River is currently in progress and  scheduled  for  completion
prior to the end of 1981;

                    WHEREAS,  the  engineering  and  design  of  the  facilities
required to  establish a temporary  and  permanent  interconnection  between the



<PAGE>


Tolleson Outfall Lines (as defined in Section 5.1 of the Agreement) and the Palo
Verde Effluent  Pipeline (as defined in Section 3.5 of the Agreement)  have been
completed  and show.  that the  provisions  of Section 5.2 of the  Agreement are
inappropriate; and

                    WHEREAS,  the  parties  desire to amend said  Section 5.2 to
provide that (j) those  interconnection  facilities  which are integral parts of
the Tolleson  Outfall  Lines,  namely the Tolleson  Junction Box and  Associated
Facilities,  as hereinafter defined,  shall be owned, operated and maintained by
Tolleson and (ii) those  facilities  that are  integral  parts of the Palo Verde
Effluent  Pipeline,  namely the ANPP  Pipeline  and  Associated  Facilities,  as
hereinafter  defined,  shall be owned,  operated and  maintained by APS and SRP,
their successors and assigns,  and to further establish the  responsibilities Of
the parties for the  construction  and  installation of such facilities and such
temporary  facilities as may be required,  the furnishing of materials there-for
and the payment of the costs thereof:

                    NOW  THEREFORE,  in  consideration  of the  premises and the
mutual covenants,  terms and conditions  hereinafter provided, the parties agree
to amend Section 5.2 of the Agreement to read in its entirety as follows:

                    "5.2.1 Tolleson shall own, operate and maintain the Tolleson
Junction Box and Associated Facilities which shall include the following items:



<PAGE>

                                                                       12/4/81
                  a.  Tolleson Junction Box and the weir and three manual sluice
                      gates situated therein;
                  b.  Anchor block adjacent to the Tolleson Junction Box;
                  c.  18-feet of the new  48-inch  pipe  connected  to the inlet
                      side of the Tolleson  Junction  Box; 
                  d.  Approximately 15 feet of the new 42-inch pipe connected to
                      the outlet side of the Tolleson Junction Box;
                  e.  Manhole and stab pipe  required to connect the new 42-inch
                      pipes  connected  to the  inlet  and  outlet  sides of the
                      manhole;
                  f.  Tolleson Junction Structure Box;
                  g.  All other: portions of the new Tolleson Outfall Line;
                  h.  The  portion  of  the  existing   Tolleson   Outfall  Line
                      (30-inch) within the Tolleson Junction flax;
                  i.  All other: portions of the existing Tolleson Outfall Line;
                      and 
                  j.  Temporary  facilities  installed in the Tolleson  Junction
                      Box to permit  installation  of the manual  sluice gate on
                      the existing Tolleson Outfall Line;

all as depicted on drawing nos.  AO-W-ZlC-150  Rev. 2 and  AO-W-ZlC-l5l  Rev. 2,
attached  hereto as  Appendix  A, which  facilities  are  integral  parts of the
Tolleson Outfall Lines.



                                       -3-


<PAGE>


                                                                      12/4/81


                  "5.2.2 APS and SRP their  successors  and  assigns  shall own,
operate and maintain the ANPP Pipeline  Junction Box and  Associated  Facilities
which shall include the following items:

                  a.  ANPP  Pipeline   Junction  Box  and  all   facilities  and
                      equipment situated therein;
                  b.  30-inch  pipe between the ANPP  Pipeline  Junction Box and
                      The Tolleson Junction Box;
                  c.  Motorized  sluice gate  situated in the Tolleson  Junction
                      Box (also referred to as a "valve" in Section 5.1 hereof);
                  d.  Flow metering equipment, including without limitation such
                      devices as may be necessary for transmission of flow meter
                      data to the control panels in the Plant; and
                  e.  Temporary bypass  facilities,  it any, installed to bypass
                      the Tolleson Junction Box,  including  without  limitation
                      the pipe and  fittings  required to connect  items e and a
                      swap pump  located in item f (all  referred  to in Section
                      5.2.1);

all as depicted in Appendix A, which facilities parts of the Palo Verde Effluent
Pipeline.

                                       -4-


<PAGE>


                                                                      12/4/81

                  "5.2.3 Tolleson shall be responsible for the  construction and
installation  of items c, f. g and i listed in  Section  5.2.1.  Tolleson  shall
engage Kip  Construction  Company to construct  and install items e, f and g and
shall procure items c and d in accordance with plans and specifications prepared
by its engineering consultants, Brown and Caldwell.

                  "5.2.4 APS and SRP shall be responsible  for the  construction
and  installation  of all items listed in Section  5.2.2.  With respect to items
listed in Section  5.2.1,  APS shall be  responsible  for the  construction  and
installation  of  items a and j,  the  removal  and  replacement  of item b, the
installation of items C and d using pipes and fittings furnished by Tolleson and
the  removal  of item h, all in  accordance  with the plans  and  specifications
prepared by Bechtel Power Corporation.

                    "5.2.5  APS  and  SRP  shall  not be  required  to  procure,
construct  or install  item a listed in Section  5.2.2  unless and until 30 days
after  receipt of written  notice tram  Tolleson  that (i) such  facilities  are
required  because  flows from the Plant will exceed the capacity of the existing
Tolleson Outfall Line and (ii) Tolleson shall have completed construction of all
of items e, if and g listed  in  Section  5.2.1  and APS and SRP  shall not have
completed all work  required  pursuant to Section 5.2.4 for the operation of the
new Tolleson Outfall Line.

                  "5.2.6   Tolleson   shall  pay  the   costs  of   procurement,
construction  installation  of all items listed in Section 5.2.3;  provided that




                                       -5-


<PAGE>

APS and SRP shall  reimburse  Tollson within 30 days after receipt at Tolleson's
invoice or invoices for such costs incurred by Tolleson in connection  with item
e and for all  engineering  fees  associated  with the  design,  plan review and
change  order  preparation  associated  with the items  listed in Section  5.2.1
except items g and i.

                    "5.2.7 APS and SRP shall pay all costs  associated  with all
items listed in Section  5.2.4;  provided that  Tolleson  shall pay the costs of
procurement and delivery to the site of the pipes and fittings for items C and C
listed in Section 5.2.1.

                    "5.2.8 The  parties  shall  cooperate  in the  construction,
installation,.  operation and maintenance of the facilities,  equipment and work
described in or required to be performed  pursuant to this section 5 in order to
provide  for the  reliable  delivery  and  control  of Surplus  Effluent  at the
Delivery Point."

                  All other  provisions  of the  Agreement  shall remain in full
force and effect. IN WITNESS WHEREOF,  the parties have caused this Amendment #1
to be executed and attested by their  respective duly authorized  officers as of
the date first above written.

ATTEST:

                                               By                               
-----------------------------                  -------------------------------
City Clerk                                            Mayor

 


                                       -6-



<PAGE>

                                       Reviewed By


                                       -------------------------------
                                       City Manager

                                       Approved as to Form



                                       -------------------------------
                                       City Attorney

ATTEST                                 ARIZONA PUBLIC SERVICE COMPANY


----------------------------------     ------------------------------
(Title)                                By     Title Vice President


                                       SALT RIVER PROJECT AGRICULTURAL
ATTEST & COUNTERSIGN:                  IMPROVEMENT AND POWER DISTRICT


----------------------------------     ------------------------------
(Title) Secretary                      By (Title) Vice President




<PAGE>




STATE OF ARIZONA     )
                     )ss:
County of Maricopa   )
                      

                                                                         12/4/81

                  On this  the  14th  day of  December,  1981,  before  me,  the
undersigned  Notary  Public,  persona1ly  appeared  Mario J.  Herrera and Esther
Angulo,  who acknowledged  themselves to me the Mayor and City Clerk of the CITY
OF TOLLESON,  ARIZONA, a municipal corporation,  and that they as such officers,
being  authorized so to do,  executed the foregoing  instrument for the purposes
therein  contained  by  signing  the  name  of  CITY OF  TOLLESON,  ARIZONA,  by
themselves as such Mayor and City Clerk

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                                --------------------------
                                                Notary Public

My Commission Expires:

     March 27, 1984


STATE OF ARIZONA   )
                   ) ss.
Countyof Maricopa  )

                  On  this  the  5th  day  of  January,   1982  before  me,  the
undersigned  Notary  Public,   personally  appeared  _________and  _______,  who
acknowledged  themselves to be the vice President and ________ of ARIZONA PUBLIC
SERVICE COMPANY, an Arizona corporation, and that they as such officers, being &
authorized  so to do,  executed  the  foregoing  instrument  for: the , purposes
therein contained by signing, the name of the company by themselves as such Vice
President and ----------.


         IN WITNESS WEREOF, I hereunto set my hand and official seal.



                                                --------------------------
                                                Notary Public
                              

My Commission Expires:
April 4, 1982

                                       -8-


<PAGE>


                                                                        12/4/8l


STATE OF ARIZONA    ) 
                    )ss:
County of Maricopa  )

                    On this the 23rd  day of  December,  1981,  before  me,  the
undersigned Notary Public,  personally  appeared John R. Lassen and Paul D Rice,
who  acknowledged  themselves to be the Vice President and Secretary of the SALT
RIVER PROJECT  AGRICULTURAL  IMPORVEMENT  AND POWER  DISTRICT,  an  agricultural
improvement  district  organized  and  existing  under  the laws of the State of
Arizona, and that they as such officers, being authorized so to do, executed the
foregoing  instrument for the purposes therein  contained by signing the name of
the company by themselves as such Vice President and Secretary.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.




                                                --------------------------
                                                Notary Public

                    
My Commission Expires:

     March 15, 1983




















                                       -9-