GRAND CANYON TRUST, INC., and SIERRA CLUB, INC. and NATIONAL PARKS AND CONSERVATION ASSOCIATION, INC.,

Plaintiffs,

v.

SOUTHERN CALIFORNIA EDISON CO., SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT , NEVADA POWER COMPANY, and LOS ANGELES DEPARTMENT OF WATER AND POWER,

Defendants.

I. BACKGROUND

WHEREAS, on February 19, 1998, plaintiffs Grand Canyon Trust, Inc. and the Sierra Club, Inc. and filed a Complaint against Southern California Edison Co., Salt River Project Agricultural Improvement and Power District, Nevada Power Company and the Los Angeles Department of Water and Power ("Defendants") pursuant to Section 304 of the Clean Air Act (the "Act"), 42 U.S.C. § 7604, alleging, inter alia, violations of the Nevada State Implementation Plan and emission permits in connection with Defendants' Mohave power plant located in Clark County, Nevada ("Mohave Station"). A First Amended Complaint was filed on February 4, 1999, which added the National Parks and Conservation Association as a party plaintiff (collectively with the Sierra Club, Inc. and the Grand Canyon Trust, Inc., "Plaintiffs").

WHEREAS, the complaints seek declaratory and injunctive relief, the imposition of civil penalties, and Plaintiffs' costs of litigation;

WHEREAS, Defendants deny all allegations in the complaints, and do not admit liability with respect to any claims or assertions in the complaints;

WHEREAS, Plaintiffs and Defendants (the "Parties") agree that the settlement of this action through this Consent Decree without further litigation is in the public interest, and is a fair, reasonable and appropriate means of resolving all claims in the complaints that have been alleged through the date of the lodging of this Decree;

WHEREAS, Plaintiffs and Defendants consent to the entry of this Decree without further trial or appeal;

NOW, THEREFORE, it is hereby ORDERED AND DECREED as follows:

II. JURISDICTION AND VENUE

1. This Court has jurisdiction over the Parties to and the subject matter of this action under Section 304 of the Act, 42 U.S.C. § 7604, the citizen suit provision of the Act and under 28 U.S.C. § 1331.

2. Venue is proper in this Judicial District under Sections 304(c) of the Act, 42 U.S.C. § 7604(c), and under 28 U.S.C. § 1391.

III. APPLICABILITY

3. The provisions of this Decree shall apply to and be binding upon the Parties, as well as the Parties' officers, employees, agents, successors and assigns. Defendants shall provide a copy of this Decree to each contractor supplying or installing the pollution control equipment and continuous emission monitors required by or necessary to comply with this Decree.

4. Until termination of this Decree pursuant to Section XX, Defendants remain jointly and severally obligated to meet all requirements of this Decree. Without modifying the foregoing, nothing in this Decree shall be construed to alter the contractual rights or obligations of any Defendant in relation to any other Defendant under any agreement between them. Moreover, nothing in this Decree shall be interpreted as requiring Defendants to continue operating Unit 1 or Unit 2 at the Mohave Station or to continue operating the Mohave Station as a coal-fired power plant.

IV. DEFINITIONS

5. "Boiler operating day" shall mean any calendar day in which coal is combusted in the boiler of a unit for more than 12 hours. If coal is combusted for more than 12 but less than 24 hours during a calendar day, the calculation of that day's sulfur dioxide (SO₂) emissions for the unit shall be based solely upon the average of hourly Continuous Emission Monitor System data collected during hours in which coal was combusted in the unit, and shall not include any time in which coal was not combusted.

6. "Coal-fired" shall mean the combustion of any coal in the boiler of any unit. If the Mohave Station is converted to combust a fuel other than coal, such as natural gas, it shall not emit pollutants in greater amounts than that allowed by this Decree.

7. "Date of entry of this Decree" shall mean the date this Decree is signed by the Court.

8. "Defendants" shall mean the Defendant signatories to this Decree, as well as any of their successor owners or operators of the Mohave Station.

9. "Rolling average" shall mean an average over the specified period of boiler operating days, such that, at the end of the first specified period, a new daily average is generated each successive boiler operating day for each unit.

V. EMISSION CONTROLS AND LIMITATIONS

10. Defendants shall install the following emission control equipment, and shall achieve the following air pollution emission limitations for each coal-fired unit at the Mohave Station, in accordance with the deadlines set forth in Sections VI and VII.

11. Defendants shall install and operate lime spray dryer technology on Unit 1 and Unit 2 at the Mohave Station. Defendants shall design and construct such lime spray dryer technology to comply with the SO₂ emission limitations, including the percentage reduction and pounds per million BTU requirements set forth below:

a) SO2 emissions shall be reduced at least 85% on a 90 boiler operating day rolling average basis. This reduction efficiency shall be calculated by comparing the total pounds of SO2 measured at the outlet flue gas stream after the baghouse to the total pounds of SO2 measured at the inlet flue gas stream to the lime spray dryer during the previous 90 boiler operating days.

b) SO2 emissions shall not exceed .150 pounds per million BTU heat input on a 365 boiler operating day rolling average basis. This average shall be calculated by dividing the total pounds of SO2 measured at the outlet flue gas stream after the baghouse by the total heat input for the previous 365 boiler operating days.

c) Compliance with the SO2 percentage reduction emission limitation above shall be determined using continuous SO2 monitor data taken from the inlet flue gas stream to the lime spray dryer compared to continuous SO2 monitor data taken from the outlet flue gas stream after the baghouse for each unit separately. Compliance with the pounds per million BTU limit shall be determined using continuous SO2 monitor data taken from the outlet flue gas stream after each baghouse. The continuous SO2 monitoring system shall comply with all applicable law (e.g., 40 C.F.R. Part 75, or such other provisions as may be enacted). The inlet SO2 monitor shall also comply with the quality assurance-quality control procedures in Part 75, Appendix B.

(d) For purposes of calculating rolling averages, the first boiler operating day of a rolling average period for a unit shall be the first boiler operating day that occurs on or after the specified compliance date for that unit. Once the unit has operated the necessary number of days to generate an initial 90 or 365 day average, consistent with the applicable limit, each additional day the unit operates a new 90 or 365 day ("rolling") average is generated. Thus, after the first 90 boiler operating days from the compliance date, Defendants must be in compliance with the 85 percent sulfur removal limit based on a 90 boiler operating day rolling average each subsequent boiler operating day. Likewise, after the first 365 boiler operating days from the compliance date, Defendants must be in compliance with the .150 sulfur limit based on a 365 boiler operating day rolling average each subsequent boiler operating day.

(e) Nothing in this Decree shall prohibit Defendants or successor owners or operators from substituting equivalent or superior control technology, provided such technology meets applicable emission limitations and schedules, upon approval of the appropriate regulatory agency(ies).

12. Defendants shall install and operate fabric filter dust collectors (also known as FFDCs or baghouses), without a by-pass, on Unit 1 and Unit 2 at the Mohave Station. Defendants shall design and construct such FFDC technology (together with or without the existing electrostatic precipitators) to comply with the emission limitations set forth below:

a) The opacity of emissions shall be no more than 20.0 percent, as averaged over each separate 6-minute period within an hour, beginning each hour on the hour, measured at the stack.

b) In the event emissions from the Mohave Station exceed the opacity limitation set forth above, Defendants shall not be considered in violation of this Decree and shall not be required to pay a penalty if they submit to the appropriate regulatory authority(ies) a written demonstration within 15 days of the event that shows the excess emissions were caused by a malfunction (a sudden and unavoidable breakdown of process or control equipment), and also shows in writing within 15 days of the event or immediately after correcting the malfunction if such correction takes longer than 15 days:

(i) To the maximum extent practicable, the air pollution control equipment, process equipment, or processes were maintained and operated in a manner consistent with good practices for minimizing emissions;

(ii) Repairs were made in an expeditious fashion when the operator knew or should have known that applicable emission limitations would be exceeded or were being exceeded. Individuals working off-shift or overtime were utilized, to the maximum extent practicable, to ensure that such repairs were made as expeditiously as possible;

(iii) The amount and duration of excess emissions were minimized to the maximum extent practicable during periods of such emissions;

(iv) All reasonable steps were taken to minimize the impact of the excess emissions on ambient air quality; and

(v) The excess emissions are not part of a recurring pattern indicative of inadequate design, operation, or maintenance.

(c) Notwithstanding the foregoing, Defendants shall be excused from meeting the opacity limitation during cold startup (defined as the startup of any unit and associated FFDC system after a period of greater than 48 hours of complete shutdown of that unit and associated FFDC system) if they demonstrate that the failure to meet such limit was due to the breakage of one or more bags caused by condensed moisture.

(d) Compliance with the opacity emission limitation shall be determined using a continuous opacity monitor installed, calibrated, maintained and operated consistent with applicable law (e.g., 40 C.F.R. Part 60, or such other provisions as may be enacted).

13. Defendants shall install and operate low-NO_x burners and overfire air on Unit 1 and Unit 2 at the Mohave Station.

VI. EMISSION CONTROL CONSTRUCTION DEADLINES

14. Defendants shall meet the following deadlines for design and construction of the emission control equipment required by Section V of this Decree. These deadlines and the design and construction deadlines set forth in paragraph 17 are not applicable, and no penalties shall be assessed for the Defendants' failure to meet them, if (a) the emission limitation compliance deadlines of Section VII are nonetheless met; or (b) coal-fired units at the Mohave Station are not in operation after December 31, 2005; or (c) coal-fired units at the Mohave Station are not in operation after December 31, 2005 and thereafter recommence operation in accordance with the emission controls and limitations obligations of Section V.

VII. EMISSION LIMITATION COMPLIANCE DEADLINES

15. Defendants' obligation to meet the SO₂ and opacity emission limitations and NO_x control obligations set forth in Section V shall commence on the dates listed below, unless subject to a force majeure event as provided for in Section X:

(a) For one unit, January 1, 2006; and

(b) For the other unit, April 1, 2006.

16. The unit that is to meet the emission limitations by April 1, 2006 may only be operated after December 31, 2005 if the control equipment set forth in Section V has been installed on that unit and the equipment is in operation. However, the control equipment may be taken out of service for one or more periods of time between December 31, 2005 and April 1, 2006 as necessary to assure its proper operation or compliance with the final emission limits.

17. If the Defendants' entire (i.e., 100%) ownership interest in the Mohave Station is sold either (a) contemporaneously or (b) separately to the same person or entity or group of persons or entities acting in concert, and the closing date or dates of such sale occurs on or before December 30, 2002, then the emission limitations set forth in Section V shall become effective for one unit three years from the date of the last closing, and for the other unit three years and three months from the date of the last closing. With respect to interim construction deadlines, Defendants shall issue a binding contract to design the SO₂, opacity and NO_x control systems within six months of the last closing, issue a binding contract to procure such systems within 12 months of such closing, commence physical, on-site construction of SO₂ and opacity control equipment within 19 months of such closing, and complete installation and tie-in of such control systems for the first unit within 36 months of the last closing and for the second unit within 39 months of the last closing.

VIII. INTERIM EMISSION LIMITS

18. For the period of time between the entry of this Decree and the date on which each unit must commence compliance with the final emission limitations set forth in Section V ("interim period"), the following SO₂ and opacity emission limits shall apply:

(a) SO2: SO2 emissions shall not exceed 1.0 pounds per million BTU of heat input calculated on a 90 boiler operating day rolling average basis for each unit;

(b) Opacity: The opacity of emissions shall be no more than 30 percent, as averaged over each separate 6-minute period within an hour, beginning each hour on the hour, measured at the stack, with no more than 375 exceedences of 30 percent allowed per calendar quarter (including any pro rated portion thereof), regardless of reason. If the total number of excess opacity readings from the entry of this Decree to the time Defendants demonstrate compliance with the final opacity limit in Section V, divided by the total number of quarters in the interim period (with a partial quarter included as a fraction), is equal to or less than 375, Defendants shall be in compliance with this interim limit.

(c) Any violations of these interim limits shall be subject to the provisions regarding stipulated penalties described in Section XIII.

19. Once Defendants satisfy all of their obligations under this Decree, and the Decree is terminated by the Court, Defendants shall be released from any and all liability for violations of the opacity and SO₂ limits alleged in the Amended Complaint that occur during the interim period.

IX. REPORTING

20. Commencing on January 1, 2000, and continuing on a bi-annual basis through April 1, 2006, or such earlier time as Defendants demonstrate compliance with the final emission limits set forth in Section V, Defendants shall provide to Plaintiffs a report that describes all significant events in the preceding six month period that may or will impact the installation and operation of pollution control equipment described in this Decree, including the status of a full or partial sale of the Mohave Station based upon non-confidential information. Defendants' bi-annual reports shall also set forth for the immediately preceding two quarters: (a) all opacity readings in excess of 30 percent, and (b) all SO₂ 90 boiler operating day rolling averages in pounds per million BTUs for each unit for the preceding two quarters. To the extent all of the opacity and SO₂ emission data above are included in reports submitted to any regulatory agency, those reports may be submitted to Plaintiffs as long as they are included in the single, bi-annual package.

21. Within 30 days after the end of the first calendar quarter for which the emission limitations in Section V first take effect, but in no event later than April 30, 2006, and continuing until this Decree is terminated, Defendants shall provide to Plaintiffs on a quarterly basis the following information:

(a) The percent SO2 emission reduction achieved at each unit during each 90-day boiler operating day rolling average for each boiler operating day in the prior quarter. This report shall also include a list of the days and hours excluded for any reason from the determination of Defendants' compliance with the SO2 removal requirement.

(b) All opacity readings in excess of 20.0 percent, and a statement of the cause of each excess opacity reading and any documentation with respect to any claimed malfunction or bag breakage.

(c) Each unit's 365-day boiler operating day rolling average for each boiler operating day in the prior quarter following the first full 365 boiler operating days after the .150 pound SO2 limit in Section V takes effect.

22. Without altering Defendants' responsibilities under this Section, except as provided in Section XII, Defendants may designate an agent to submit the reports required under this Section on Defendants' behalf by providing written notice to Plaintiffs within 30 days of such designation. Defendants may modify this designation by providing prior written notice to the Plaintiffs.

X. FORCE MAJEURE

23. For the purpose of this Decree, a "force majeure event" is defined as any event arising from causes wholly beyond the control of Defendants or any entity controlled by Defendants (including, without limitation, Defendants' contractors and subcontractors, and any entity in active participation or concert with Defendants with respect to the obligations to be undertaken by the Defendants pursuant to this Decree), that delays or prevents or can reasonably be anticipated to delay or prevent compliance with the deadlines in Sections VI and VII, despite Defendants' best efforts to meet such deadlines. The requirement that Defendants exercise "best efforts" to meet the deadline includes using best efforts to avoid any force majeure event before it occurs, and to use best efforts to mitigate the effects of any force majeure event as it is occurring, and after it has occurred, such that any delay is minimized to the greatest extent possible.

24. Without limitation, unanticipated or increased costs or changed financial circumstances shall not constitute a force majeure event. The absence of any administrative, regulatory, or legislative approval shall not constitute a force majeure event, unless Defendants demonstrate that, as appropriate to the approval: (a) they made timely and complete applications for such approval(s) to meet the deadlines set forth in Section VI or Section VII of this Decree; (b) they complied with all requirements to obtain such approval(s); (c) they diligently sought such approval; (d) they diligently and timely responded to all requests for additional information; and (e) without such approval, Defendants will be required to act in violation of law to meet one or more of the deadlines in Sections VI or Section VII of this Decree.

25. If any event occurs which causes or may cause a delay by Defendants in meeting any deadline in Sections VI or VII of this Decree, and Defendants seek to assert the event is a force majeure event, Defendants shall notify Plaintiffs in writing within 30 days of the time Defendants first knew that the event is likely to cause a delay (but in no event later than the deadline itself). Defendants shall be deemed to have notice of any circumstance of which their contractors or subcontractors had notice, provided that those contractors or subcontractors were retained by Defendants to implement, in whole or in part, the requirements of this Decree. Within 30 days of such notice, Defendants shall provide in writing to Plaintiffs a report containing: (a) an explanation and description of the reasons for the delay; (b) the anticipated length of the delay; (c) a description of the activity(ies) that will be delayed; (d) all actions taken and to be taken to prevent or minimize the delay; (e) a timetable by which those measures will be implemented; and (f) a schedule that fully describes when Defendants propose to meet any deadlines in this Decree which have been or will be affected by the claimed force majeure event. Defendants shall include with any notice their rationale and all available documentation supporting their claim that the delay was or will be attributable to a force majeure event.

26.If the Plaintiffs agree that the delay has been or will be caused by a force majeure event, the Parties shall stipulate to an extension of the deadline for the affected activity(ies) as is necessary to complete the activity(ies). Plaintiffs shall take into consideration, in establishing any new deadline(s), evidence presented by Defendants relating to weather, outage schedules and remobilization requirements.

27. If the Plaintiffs do not agree in their sole discretion that the delay or anticipated delay has been or will be caused by a force majeure event, they will notify Defendants in writing of this decision within 20 days after receiving Defendants' report alleging a force majeure event. If Defendants nevertheless seek to demonstrate a force majeure event, the matter shall be resolved by the Court.

28. At all times, Defendants shall have the burden of proving that any delay was caused by a force majeure event (including proving that Defendants had given proper notice and had made "best efforts" to avoid and/or mitigate such event), and of proving the duration and extent of any delay(s) attributable to such event.

29. Failure by Defendants to fulfill in any way the notification and reporting requirements of this Section shall constitute a waiver of any claim of a force majeure event as to which proper notice and/or reporting was not provided.

30. Any extension of one deadline based on a particular incident does not necessarily constitute an extension of any subsequent deadline(s) unless agreed to by the Parties or directed by this Court. No force majeure event caused by the absence of any administrative, regulatory, or legislative approval shall allow the Mohave Station to operate after December 31, 2005, without installation and operation of the control equipment described in Section V. Furthermore, if Plaintiffs find that a force majeure event may delay Defendants' compliance with the terms of this Decree more than six months, Plaintiffs may seek further relief from the Court to fulfill the purposes of this Decree.

31. If Defendants fail to perform an activity by a deadline in this Decree due to a force majeure event, Defendants may only be excused from performing that activity or activities, and be excused from paying stipulated penalties for such failure, for that period of time excused by the force majeure event.

XI. NOTIFICATIONS

32. Any notifications under this Decree shall be directed to the individuals at the addresses and/or fax numbers specified below, unless those individuals or their successors give notice of a change to the other Parties in writing.

As to Plaintiffs:

Reed Zars
Attorney at Law
2020 Grand Avenue, Suite 522
Laramie, WY 82070
Telephone: (307) 745-7979
Fax: (307) 745-7999

As to Defendants:

Robert Wyman
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, CA 90071-2007
Telephone: (213) 891-8334
Fax: (213) 891-8763

XII. TRANSFER OF INTERESTS AND OBLIGATIONS

33. In the event any Defendant proposes to sell or transfer any interest in the Mohave Station before the termination of this Decree, it shall advise in writing the prospective owner or operator that the future operation of the Mohave Station is subject to the terms of this Decree and shall condition such sale or transfer on the prospective owner or operator's agreement to comply with the terms hereof. Notwithstanding Section III of this Decree, after providing to Plaintiffs the new owner or operator's written consent to be bound by the terms of this Decree, the conveyance by a Defendant of its entire interest in the Mohave Station shall release such Defendant from its obligations under this Decree.

XIII. STIPULATED PENALTIES

34. Defendants shall pay stipulated penalties for each failure by the Defendants to comply with the terms of this Decree as follows, unless excused by the force majeure provisions of this Decree:

(a) For each day after any emission control construction deadline in Sections VI is not met, if Defendants continue to operate any unit of the Mohave Station after December 31, 2005 in violation of any emission limit set forth in Section V:

(1) 1st through 30th day after deadline - $2,000

(2) 31st through 60th day after deadline - $10,000

(3) Beyond 60th day - $15,000

(b) For each failure to meet the emission limitation compliance deadlines specified in section VII applicable to each unit separately, per day:

(1) 1st through 30th day after deadline - $2,000

(2) 31st through 60th day after deadline - $10,000

(3) Beyond 60th day - $15,000

(c) For each failure to comply with the 20.0 percent opacity limit in Section V, after the compliance date set forth in Section VII and prior to the termination of this Decree, $500 per violation.

(d) For each failure to meet the SO2 85 percent removal requirement and .150 pounds per million BTU emission limit in Section V, after the compliance date set forth in Section VII and prior to the termination of this Decree, $15,000 per day by unit, where each new day's applicable boiler operating day rolling average shall constitute a separate violation.

(e) For the period of time between the entry of this Decree and the date on which Defendants achieve compliance with the opacity limit in Section V, the number of opacity readings in excess of 30 percent ("excess opacity reading") shall not exceed 375 per calendar quarter or any portion thereof (subject to subparagraph (f), below). For each opacity reading in excess of 375 per quarter, stipulated penalties shall be $5,000/excess opacity reading.

(f) If the total number of excess opacity readings from the entry of this Decree to the time Defendants demonstrate compliance with the final opacity limit in Section V, divided by the total number of quarters in the interim period (with a partial quarter included as a fraction), is equal to or less than 375, all stipulated penalties and interest which have accrued in the escrow account pursuant to subparagraph (h) shall be returned to the Defendants. However, if the number is greater than 375, stipulated penalties shall be paid to the United States out of the escrow account in the amount of $5,000 for each excess opacity reading over 375 as calculated above. The balance of the escrow account, if any, shall be returned to the Defendants.

(g) For the period of time between the date of entry of this Decree and the date on which each separate unit achieves compliance with the SO2 limits in Section V, for each failure to meet the SO2 interim 90 boiler operating day rolling average limit, the penalty shall be $1,000 per unit per violation where each new day's applicable boiler operating day rolling average shall constitute a separate violation.

(h) Payment of all stipulated penalties pursuant to subparagraph (e) above shall be made, without written demand therefor, into a commercially available escrow account within 30 days of the end of the previous quarter.

(i) Payment of all stipulated penalties pursuant to subparagraphs (a) through (d), and (g) shall be paid, without written demand therefor, directly to the United States within 30 days of the end of the applicable period or deadline.

35. Plaintiffs' remedies for violations of this Decree are limited to:
(a) the stipulated penalties provided herein and
(b) injunctive relief notwithstanding the payment of any stipulated penalties.

XIV. ENTRY AND INSPECTION

36. Plaintiffs shall have the right to send two representatives each to observe the initial start-up of the control equipment. Any other access to the Mohave Station shall be at Defendants' sole discretion.

XV. EFFECT OF SETTLEMENT

37. This Decree constitutes a complete and final release of all civil claims for violations relating in any way to the Mohave Station which are or could have been alleged by the Plaintiffs through the date of the lodging of this Decree. Nothing in this Decree shall be construed to create any rights in, or grant any cause of action to, any person not a Party to this Decree. Plaintiffs expressly reserve any and all rights, defenses, claims, demands, and causes of action which they may have against Defendants with respect to any matter, transaction, or occurrence arising after the date of the lodging of this Decree relating in any way to the Mohave Station that is not addressed in this Decree. Defendants expressly reserve any and all rights and defenses which they may have to any action or claim relating in any way to the Mohave Station that is not addressed in this Decree. Furthermore, each of the Parties expressly reserves any and all rights, defenses, claims, demands, and causes of action which each Party may have against any person not a Party hereto with respect to any matter, transaction, or occurrence relating in any way to the Mohave Station.

38. The failure of any Party to comply with any requirement contained in this Decree will not excuse the obligation to comply with other requirements contained herein.

39. By entering into this Decree, Defendants do not admit any liability with respect to the allegations made in Plaintiffs’ complaints. Furthermore, this Decree shall not be used to establish the liability of any Defendant in any action with respect to the Mohave Station or any other facility owned or operated by Defendants, except to enforce the provisions of this Decree. Similarly, nothing in this Decree shall diminish Plaintiffs' ability to prosecute any other action at any other facility against any defendant or any other entity.

40. Nothing in this Decree shall preclude any Party from commenting on or objecting to any administrative, legislative or regulatory action, proposed action, approval or proposed approval that is inconsistent with the requirements of this Decree.

XVI. COSTS

41. Defendants agree that, pursuant to 42 U.S.C. § 7604(d), Plaintiffs are both eligible and entitled to recover their costs of litigation in this action, including reasonable attorney and expert witness fees. If Defendants and Plaintiffs are unable to reach an agreement regarding the amount of such costs, Plaintiffs may petition the Court for a determination of such amount. Nothing in this Decree shall be construed to limit any right of the Plaintiffs to seek costs and fees necessary to monitor and/or enforce the provisions of this Decree, however, Defendants reserve their right to object to such request.

XVII. MODIFICATION

42. Material modifications of this Decree must be in writing, signed by the Parties, and approved by this Court. No Party may petition this Court for a modification without having first made a good faith effort to reach agreement with the other Party on the terms of such modification. Non-material modifications to this Decree may be made only upon written agreement of the Parties which shall be filed with the Court.

XVIII. RETENTION OF JURISDICTION

43. Until termination of this Decree, this Court shall retain jurisdiction over both the subject matter of this Decree and the Parties to this Decree to enforce the terms and conditions of this Decree.

XIX. INTEGRATION INTO TITLE V PERMIT

44. Defendants shall include the requirements (including but not limited to interim and final emission limits and deadlines) contained in this Decree as federally enforceable permit terms in an amendment to their application for a Title V permit for the Mohave Station within 90 days of the Court's entry of this Decree. In no event shall any Title V permit relax any requirement in this Decree.

XX. TERMINATION

45. This Decree shall remain an enforceable order of the Court until the Court determines in response to a petition by any Party that: (a) Defendants have demonstrated that Unit 1 and Unit 2 have achieved compliance with the emission limitations set forth in Section V of this Decree, (b) the requirements of the Decree listed in Section V have been incorporated into Defendants' Title V permit for the Mohave Station, and (c) that EPA has taken final action to approve or promulgate revisions to the applicable implementation plan for Nevada, which revisions are at least as stringent as the SO₂ and opacity limitations set forth in Section V. To satisfy subpart (a) above with respect to emission limits, Defendants must demonstrate to the Court’s satisfaction that each unit has achieved compliance with the emission limits in Section V of this Decree, based upon emission data for that period that begins with the final compliance deadline for the first unit and ends one year and six months after the final compliance deadline for the second unit. If Defendants demonstrate compliance with respect to an emission limit in Section V prior to the termination of this Decree, the stipulated penalties provided in Section XIII shall no longer apply to any violations of that limit; thereafter until the Decree is terminated, penalties for any subsequent violations with respect to such limit shall be assessed by the Court at its discretion.

XXI. NOTICE OF DECREE

46. The Parties agree to cooperate in good faith in order to obtain the Court's review and entry of this Decree.

47. Pursuant to 42 U.S.C. § 7604(c)(3), this Decree will be lodged with the Court, and presented to the United States for its review and comment for a period of up to 45 days. After the review period, the Decree may be entered by the Court. If the Decree is not entered by the Court, the parties shall retain all rights they had in this litigation before the lodging of the Decree.

XXII. SIGNATORIES

48. Each undersigned representative of the parties certifies that he or she is fully authorized to enter into the terms and conditions of this Decree and to execute and legally bind such Party to this document.

49. Each party hereby agrees not to oppose entry of this Decree by this Court or challenge any provision of this Decree.

XXIII. COUNTERPARTS

50. This Decree may be signed in counterparts.

THE UNDERSIGNED PARTIES enter into this Decree and

submit it to this Court for approval and entry.

Dated this ______ day of ______________, 1999.

For GRAND CANYON TRUST, INC.

_____________________________________ Date:_____________, 1999

For SIERRA CLUB

_____________________________________ Date:_____________, 1999

For NATIONAL PARKS AND CONSERVATION ASSOCIATION

_____________________________________ Date:_____________, 1999

As to form:

_____________________________________ Date:_____________, 1999

Reed Zars
Attorney at Law
2020 Grand Avenue, Ste. 522
Laramie, WY 82070

As to form:

_____________________________________ Date:_____________, 1999

Samuel B. Benham
Hunterton & Associates
333 South Sixth Street
Las Vegas, NV 89101

For SOUTHERN CALIFORNIA EDISON CO.

_____________________________________ Date:_____________, 1999

For SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT

_____________________________________ Date:_____________, 1999

For NEVADA POWER COMPANY

_____________________________________ Date:_____________, 1999

For LOS ANGELES DEPARTMENT OF WATER AND POWER

_____________________________________ Date:_____________, 1999

As to form:

_____________________________________ Date:_____________, 1999

Michael G. Romey
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, CA 90071-2007

SO ORDERED:

Dated __________________, 1999

__________________________________

UNITED STATES DISTRICT JUDGE

LA DOC No.427508.1

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