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EXHIBIT 10.13
[DYNEGY POWER MARKETING, INC. LETTERHEAD]
April 20, 2000
Mr. Raymond P. Juels
Manager of Energy Resources
Southern California Water Company
630 E. Foothill Blvd
San Dimas, CA 91773
Dear Mr. Juels;
We are pleased to announce that effective February 1, 2000, the merger
between Dynegy Inc. and Illinova Corporation is complete, creating a
premier national energy merchant, which will operate under the name of
Dynegy Inc.
With this merger of the parent companies, we are consolidating and
reorganizing our business in order to service our clients more efficiently.
The wholesale power business of Illinova Energy Partners, Inc. ("IEPI") is
being consolidated with Dynegy Power Marketing, Inc. ("DYPM") in an effort
to create greater market and product optionalities for our clients. As an
IEPI customer, we welcome you to Dynegy, a leading marketer of energy
products and services with more than $12 billion in assets.
As a result of this merger, Dynegy now owns or controls more than 23,000
megawatts of generation capacity. Combine that with a complete line of
energy management services that Dynegy can now offer you, and you have an
even stronger energy partner that will deliver reliable energy supply and
services.
The Dynegy Power Marketing team has been fully briefed on your account and
your representative will be contacting you soon. Our commitment is to
continue to deliver reliable supply and innovative energy solutions to you.
On behalf of all of us at Dynegy, we value your business and we look
forward to working with you.
Sincerely,
DYNEGY POWER MARKETING, INC.
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CONSENT TO ASSIGNMENT
"Agreements", for the purposes of this Consent to Assignment, means all
contracts in effect as of February 2, 2000, between Southern California Water
Company ("SCWC") and Illinova Energy Partners, Inc. ("IEPI") listed, without
limitation, on the attached Schedule A.
SCWC hereby consents to the assignment by IEPI all of IEPI's rights under the
Agreements, and the delegation by IEPI of all IEPI's obligation under the
Agreements to Dynegy Power Marketing, Inc. ("DYPM") effective April 12, 2000.
DYPM agrees that, on receipt of such assignment and delegation, it will assume
all of IEPI's rights and obligations under the Agreements. The Agreements
assigned to DYPM shall remain in full force and effect between DYPM and SCWC.
DYPM and SCWC hereby each ratify and confirm the terms of the Agreements for all
purposes, effective April 12, 2000.
Dynegy Power Marketing, Inc. Southern California Water Company
By: /s/ [SIGNATURE ILLEGIBLE] By: /s/ JOEL A. DICKSON
--------------------------- -----------------------------
Name: [NAME ILLEGIBLE] Name: Joel A. Dickson
------------------------- ---------------------------
Title: [TITLE ILLEGIBLE] Title: Vice President
------------------------- --------------------------
Date: [DATE ILLEGIBLE] Date: 5/8/00
------------------------- ---------------------------
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SCHEDULE A
Attached to and made a part of the Consent to Assign letter dated April 20, 2000
for assignment of certain contracts from Illinova Energy Partners, Inc. ("IEPI")
to Dynegy Power Marketing, Inc.:
1. Interchange letter agreement between Southern California Water Company
and IEPI dated April 5, 1999
2. Scheduling Coordination & Real-Time Services Agreement Southern
California Water Company and IEPI dated April 7, 1999
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[DYNEGY POWER MARKETING, INC. LETTERHEAD]
April 11, 2000
SOUTHERN CALIFORNIA WATER COMPANY - BEAR VALLEY
RE: CONFIRMATION NUMBER: 459296
CONFIRMATION LETTER
This letter shall confirm the agreement reached on March 21, 2000 between DYNEGY
POWER MARKETING, INC. ("Seller") and SOUTHERN CALIFORNIA WATER COMPANY - BEAR
VALLEY ("Buyer") regarding the sales/purchase of Power under the terms and
conditions as follows:
Buyer: SOUTHERN CALIFORNIA WATER COMPANY - BEAR VALLEY
Seller: DYNEGY POWER MARKETING, INC.
Period of Delivery: May 01, 2000 through April 30, 2001 including NERC Holidays
Contract Quantity: 12 MW/h Flat Around; Firm Energy with Liquidated Damages
105,120 MW/h total over the Delivery Period
Delivery Point Sp 15
Scheduling: Monday through Friday hours ending 0100 - 2400 PPT
SPECIAL PROVISIONS: THIS TRANSACTION IS GOVERNED BY THE TERMS AND CONDITIONS
ATTACHED HERETO AS ADDENDUM I.
Please confirm that the terms stated herein accurately reflect the agreement
between you and DYPM by returning an executed copy of this letter by facsimile
to DYPM at 713.787.8695. If you do not return this Confirmation Letter or object
to this Confirmation Letter within two Business days of your receipt of it, you
will have accepted and agreed to all of the terms included herein, including the
terms and provisions of the Agreement. If you have any questions, please call me
at 713.767.8200/8841.
DYNEGY POWER MARKETING, INC. SOUTHERN CALIFORNIA WATER COMPANY -
BEAR VALLEY
By: /s/ DAVID W. FRANCIS By: /s/ JOEL A. DICKSON
------------------------ ----------------------------
Name: David W. Francis Name: Joel A. Dickson
------------------------ ----------------------------
Title: Director of West Title: Vice President Customer and
Power Trading Operations Support
------------------------ ----------------------------
Date: 4/11/00 Date: 4/11/00
------------------------ ----------------------------
ADDENDUM I
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(2) Allocation of and Indemnity for Taxes: The Contract Price paid hereunder
includes full reimbursement for and Seller is liable for and shall pay or cause
to be paid, or reimburse Buyer if Buyer shall have paid, all Taxes applicable to
the power sold hereunder prior to the delivery point(s) ("Seller's Taxes"). If
Buyer is required to remit any of Seller's Taxes, the amount thereof shall be
deducted from any sums becoming due to Seller hereunder. Seller shall indemnify,
defend and hold Buyer harmless from any liability against all Seller's Taxes.
The Contract Price does not include reimbursement for and the Buyer is liable
for and shall pay, cause to be paid or reimburse Seller if Seller shall have
paid, all taxes applicable to the power sold hereunder at and after delivery at
the delivery point(s) including taxes imposed by a taxing authority with
jurisdiction over the Buyer ("Buyer's Taxes"). Buyer shall indemnify, defend and
hold Seller harmless from any liability against all Buyer's Taxes. If the Buyer
is entitled to an exemption from any Taxes under this Transaction, Buyer shall
be responsible for furnishing an exemption certificate to Seller in order to
obtain the exemption. "Taxes" means all ad valorem, property, occupation,
utility, gross receipts, sales, use, excise and other taxes, governmental
charges, emission allowance costs, licenses, permits and assessments, other than
taxes based on net income or net worth.
(3) New Taxes: If any New Tax is imposed for which Buyer or Seller is
responsible, (i) if such New Tax can be passed by Buyer to another person or
entity, Buyer shall pay, cause to be paid or reimburse the Seller for such New
Tax; (ii) if (i) does not apply, the Party affected by the New Tax ("New Tax
Affected Party") may require the other Party to enter into good faith
negotiations to apportion liability for the New Tax equitably between the
Parties. If, after fifteen business days the Parties are not able to resolve the
issue, the New Tax Affected Party may terminate such "New Tax Affected
Transaction", upon thirty days written notice. Unless otherwise agreed, the New
Tax Affected Transaction shall be liquidated as though the New Tax Affected
Party has defaulted on the New Tax Affected Transaction without taking into
effect the impact of the New Tax. "New Taxes" means (i) any Taxes enacted and
effective after the date this Transaction was entered into, including, without
limitation, that portion of any Taxes or New Taxes that results in an increase
in liability to either Party, or (ii) any law, order, rule or regulation, or
interpretation thereof, enacted and effective after the date this Transaction
was entered into resulting in such an increase.
GOVERNING LAW:
INCLUDING ANY COUNTERCLAIMS AND CROSS CLAIMS ASSERTED IN SUCH ACTION, THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
TEXAS, WITHOUT REGARD TO THE LAWS OF TEXAS REQUIRING THE APPLICATION OF THE LAWS
OF ANOTHER STATE.
Notices:
NOTICES & CORRESPONDENCE PAYMENTS BY WIRE TRANSFER
Electric Clearinghouse, Inc. The First National Bank of Chicago
1000 Louisiana, Suite 5800 Account Title: Electric Clearinghouse, Inc.
Houston, Texas 77002-5050 Account Number: 552 7651
Attn: Director, Trading & ABA Number: 071 000 013
Operations
INVOICES
Electric Clearinghouse, Inc.
1000 Louisiana, Suite 5800
Houston, Texas 77002-5050
Attn: Accounts Payable-Electric
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Payment Terms:
On or before ten (10) days after receipt of Seller's statement or if such day is
not a business day, the immediately preceding business day, Buyer shall render
to seller by electronic funds transfer (wire transfer or ACH), the amount set
forth on such statement. If Buyer fails to pay all of the amount of any
statement when that amount becomes due, Buyer shall pay Seller a late charge on
the unpaid balance that shall accrue on each calendar day from the due date at
the Interest Rate. "Interest Rate" means the lesser of (i) Prime Rate plus two
percent and (ii) the maximum lawful rate permitted by applicable law.
Damages for Non Performance:
The Parties' sole remedies for failure to perform in accordance with the terms
of this Transaction shall be as follows: if this Transaction is firm,
performance is excused only if rendered impossible by an event of force majeure,
as defined below. If Seller fails to deliver power and/or capacity in accordance
with the terms herein, and such failure is not excused, Seller shall be liable
to Buyer for the positive difference, if any, between Buyer's
reasonably-incurred cost of replacing the power and/or capacity Seller failed to
deliver and the Contract Price stated herein. If Buyer fails to take power
and/or capacity in accordance with the terms herein, and such failure is not
excused, Buyer shall be liable to Seller for the positive difference, if any,
between the Contract Price stated herein for the power and/or capacity Buyer
failed to take and the amount for which Seller, using commercially reasonable
efforts to mitigate damages, is able to resell the power and/or capacity Buyer
failed to take. If the transaction is non-firm or interruptible, either Party
may interrupt deliveries or receipts hereunder without penalty. Both Parties
hereby stipulate that such liquidated damages are reasonable in light of the
anticipated harm and the difficulty of estimation or calculation of actual
damages and each Party hereby waives the right to contest such damages as an
unreasonable penalty. Neither Party shall be liable to the other for any
consequential, incidental, punitive or special damages for failure to deliver or
receive power in accordance with the terms of this Transaction.
Force Majeure:
In the event either Party is rendered unable, by an event of force majeure, to
carry out wholly or in part its obligations under a Transaction and such Party
gives notice and full particulars of such event of force majeure to the other
Party as soon as practicable after the occurrence of the event relied on, then
the obligations of the Party affected by such event of force majeure pursuant to
such Transaction, other than the obligation to make payments then due or
becoming due hereunder, shall be suspended from the inception and throughout the
period of continuance of any such inability so caused, but for no longer period,
and such event of force majeure shall, so far as practicable, be remedied with
all reasonable dispatch. The term "force majeure" means any cause the Party
claiming force majeure (the "Claiming Party") was unable, in the exercise of due
diligence and in the observance of the applicable operating policies, criteria
and/or guidelines of the North American Reliability Council and any regional or
subregional requirement, to avoid and which is beyond the control, and without
the fault or negligence, of the Claiming Party. Force majeure includes, but is
not restricted to flood; earthquake; tornado; storm; fire; civil disturbance or
disobedience; labor dispute; labor shortage; sabotage; action or restraint by
court order or public or governmental authority (so long as the Claiming Party
has not applied for or assisted in the application for, and has opposed where
and to the extent reasonable, such government action). Nothing contained herein
shall be construed to require a Claiming Party to settle any strike or labor
dispute. In a firm Transaction, interruption by a transmitting utility shall not
be deemed to be an event of force majeure unless (i) the Party contracting with
such transmitting utility shall have made arrangement with such transmitting
utility for the firm transmission of the Power to be purchased and sold
hereunder and (ii) such interruption is due to an event of force majeure (or
similar occurrence) as defined under the transmitting utility's tariff.
Taxes:
(1) Expenses: Seller shall be responsible for any costs or charges imposed on or
associated with the delivery of the Contract Quantity, including control area
services, inadvertent power flows, penalties or similar charges imposed by the
transmission provider, transmission losses and charges relating to the
transmission of the Contract Quantity, up to the Delivery Point. Buyer shall be
responsible for any costs or charges imposed on or associated with the Contact
Quantity, including control area services, inadvertent power flows, penalties or
similar charges imposed by the transmission provider, transmission losses and
loss charges relating to the transmission of the Contract Quantity, at and from
the Delivery Point.
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[ILLINOVA LETTERHEAD]
April 5, 1999
Mr. Joel Dickson
Vice President of Customer Service
and Operations Support
Southern California Water Company
630 E. Foothill Blvd.
San Dimas, CA 91773
Dear Mr. Dickson:
This letter constitutes an Agreement ("Agreement") between ILLINOVA ENERGY
PARTNERS, INC, ("IEPI"), a Delaware corporation, and the Southern California
Water Company (SCWC) and its Bear Valley Electric Division (BEAR VALLEY). IEPI
and SCWC are each sometimes referred to herein as "Party" and are collectively
referred to as "Parties." The purpose of this Agreement is to enable a Party to
purchase, sell or exchange capacity, energy, and/or other services (a
"Transaction") from, to, or with the other Party in accordance with the terms
and conditions provided herein. This Agreement is not intended to obligate
either Party to purchase, sell or exchange any amount of such capacity, energy,
and/or other services from, to or with the other Party except as provided
herein.
Terms and Conditions
1. Term of Agreement
This Agreement shall become effective upon execution by both Parties and
commence on May 1, 1999, and shall remain in effect until April 30,
2002; provided, however, that this Agreement shall remain in effect as
to any Transaction agreed upon by the Parties prior to termination until
the completion of and final payment for such Transaction.
2. Availability for Purchase, Sale or Exchange of Capacity, Energy and/or
Other Services
a. IEPI shall provide services under this section pursuant to the
terms and conditions of the Scheduling Coordination and
Real-Time Services Agreement between IEPI and SCWC, dated April
5, 1999.
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Mr. Joel Dickson
April 5, 1999
Page 2
3. Compensation for Capacity, Energy and/or Other Services
The compensation to be paid with respect to a Transaction hereunder
shall be as specified in the agreement entered into pursuant to Section
2(b) or Section 2(c); provided, however, that the compensation for a
sale of capacity, energy and/or other services by IEPI shall be pursuant
to IEPI's then current FERC Electric Rate Schedule. IEPI's current
schedule, Schedule No. 1, is attached hereto as Exhibit A and made a
part hereof. Such Schedule may be amended from time to time.
4. Reliability
Both IEPI and SCWC shall comply with the operation and scheduling
guidelines specified by the North American Electric Reliability Council
and the Western Systems Coordinating Council.
5. Billing and Payment
a. All power Transactions hereunder shall be accounted for on the
basis of scheduled hourly quantities. Each Party shall maintain
records of hourly schedules for accounting and operating
purposes. The billing period for Transactions hereunder shall be
one (1) calendar month.
b. A bill shall be submitted within approximately ten (10) days
following the last day of each month covering Transactions
during that month. Payment shall be due within twenty (20) days
of the date the bill was received. Payment shall be made by
electronic wire transfer to the address set forth in this
Section 5.
c. Amounts not paid on or before the due date shall accrue interest
at one and one half percent (1 1/2%) per month or the maximum
rate permitted by law, whichever is less, from the due date
until payment is made.
d. In the event any portion of a bill is in dispute, the disputed
amount shall be paid under protest when due. The dispute shall
be discussed and resolved by the Authorized Representatives, who
shall use their best efforts to amicably and promptly resolve
the dispute. Upon determination of the correct billing amount,
the proper adjustment shall be paid or refunded promptly with
interest accrued in accordance with Section 5(c) and computed
from the date payment was received to the date the adjustment is
made.
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Mr. Joel Dickson
April 5, 1999
Page 3
e. All billings to SCWC shall be sent to:
Mr. Raymond P. Juels
Manager of Energy Resources
Southern California Water Company
630 E. Foothill Blvd.
San Dimas, CA 91773
or to such address as SCWC may specify by written notice given
as provided herein.
f. All payments to IEPI greater than $50,000 shall be by wire
transfer to:
American National Bank
2000 South Naperville Road
Wheaton, IL 60187
ABA#: 071000770
Account#: 1818-0752
For Illinova Energy Partners
All payments to IEPI less than $50,000 may be made by check to:
Illinova Power Marketing, Inc.
Attention: Jennifer Hughey, Controller
6955 Union Park Center, Suite 300
Midvale, Utah 84047
or to such other address as IEPI may specify by written notice
given as provided herein.
6. Authorized Representatives
Within thirty (30) days after execution of this Agreement, each Party
shall designate in writing its Authorized Representative(s) for purposes
of this Agreement. Either Party may, by written notice to the other
given as provided herein, change its Authorized Representative(s).
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Mr. Joel Dickson
April 5, 1999
Page 4
7. Tax Liability
All transactions are subject to any applicable sales, use, franchise,
excise, ad valorem or other similar tax. Receipt of satisfactory
evidence of exemption is required to avoid any applicable taxation.
8. Notices
All written notices under this Agreement (except bills given pursuant to
Section 5) shall be deemed effective upon receipt if delivered in person
or sent by facsimile, express courier, or registered or certified mail,
postage prepaid, to the address specified below:
If to IEPI:
Illinova Power Marketing, Inc. Attention: Jennifer Hughey, Controller
6955 Union Park Center, Suite 300 Midvale, Utah 84047 Fax No.: (801)
568-2104
If to SCWC:
Mr. Raymond P. Juels
Manager of Energy Resources
Southern California Water Company
630 E. Foothill Blvd.
San Dimas, CA 91773
A Party may, by notice given as provided in this Section, change the
address to which notice is to be given.
9. Necessary Authorizations
Each Party represents that it has the necessary corporate and/or legal
authority to enter into this Agreement and to perform each and every
duty and obligation imposed herein, and that this Agreement constitutes
a valid, binding and enforceable obligation of such Party. Each
individual affixing a signature to this Agreement represents and
warrants that he or she has been duly authorized to execute this
Agreement on behalf of the Party he or she represents.
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Mr. Joel Dickson
April 5, 1999
Page 5
10. Indemnification
Each Party agrees to protect, indemnify and hold harmless the other
Party, its directors, officers, employees and agents, against and from
any and all losses, claims, actions, suits and proceedings (including
attorneys fees and costs) for or on account of injury to or death of
persons or damage to property resulting from or arising out of the
indemnifying Party's actions or facilities, excepting only such injury,
death, or damage as may be caused by the fault or negligence of the
other Party, its directors, officers, employees, or agents. This Section
10 is not intended to impose on a Party an obligation to protect,
indemnify and defend the other Party with respect to injury or death of
persons or damage to property, resulting from or arising out of the
fault or negligence of entities or persons other than a Party, its
directors, officers, employees or agents.
11. Uncontrollable Forces
Neither Party shall be considered to be in default in the performance of
any obligations under this Agreement (other than obligations to pay
bills) when and to the extent such failure of performance shall be due
to any uncontrollable force. The term "uncontrollable force" shall mean
any cause beyond the control of the Party affected, including but not
restricted to, failure or threat of failure of facilities, flood,
earthquake, geohydraulic subsidence, tornado, storm, fire, or other
catastrophe, civil disobedience, labor dispute, or sabotage, restraint
by court order or public authority (whether valid or invalid), and
action or non-action by or inability to obtain or maintain the necessary
authorizations or approvals from any governmental agency or authority.
An "uncontrollable force" must be a cause which by exercise of due
diligence the affected Party could not reasonably have been expected to
avoid and which by exercise of due diligence it shall not be able to
overcome. The failure to perform for any reason of any supplier of
capacity, energy or other services to IEPI shall constitute an
uncontrollable force affecting IEPI and entitling IEPI to relief under
this Section 11. No Party shall, however, be relieved of liability for
failure of performance if such failure is due to causes arising out of
its own negligence or due to removable or remediable causes which it
fails to remove or remedy within a reasonable time period.
Nothing contained herein shall be construed so as to require a Party to
settle any strike or labor dispute in which it may be involved. A Party
rendered unable to fulfill any of its obligations under this Agreement
by reason of uncontrollable force shall give prompt written notice of
such fact to the other Party and shall exercise due diligence to remove
such inability with all reasonable dispatch.
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Mr. Joel Dickson
April 5, 1999
Page 6
12. Audit Rights
Upon prior notice, SCWC shall have the right to designate its own
employee representative(s) or its contracted representative(s) with a
certified public accounting firm who shall have the right to examine
those accounts, books, records, or supporting documentation to verify
the accuracy of any statement, charge, computation or demand made under
or pursuant to any agreement and related capacity, energy, transmission
or other electric services agreements. Any such audit(s) shall be at the
auditing Parry's expense and undertaken at responsible times and in
conformance with generally accepted auditing standards. The IEPI agrees
to fully cooperate with any such audit(s).
The right to audit shall extend during the length of any agreement and
for a period of not more than one (1) year following the month in which
services were performed. The Parties shall retain all necessary records
and documentation for the entire length of this audit period.
13. Control and Payment of Subordinates
SCWC retains IEPI on an independent contractor basis and not as an
employee. The personnel performing the services contemplated by this
agreement on behalf of SCWC shall at all times be under IEPI's exclusive
direction and control and are not employees of SCWC. IEPI shall pay all
wages, salaries, and other amounts due such personnel in connection with
their performance of services under any agreement and as required by
law. IEPI shall be responsible for all reports and obligations regarding
such personnel including, but not limited to: social security taxes,
income tax withholding, unemployment insurance, and worker's
compensation insurance.
14. Fair Employment
Parties agree not to unlawfully discriminate in its employment practices
against any employee, applicant for employment, or group of people on
the basis of race, religion, color, sex, age, physical condition or
national origin.
15. Assignment
No transfer or assignment of all or any part of this Agreement or of any
rights, benefits, or duties hereunder by any Party shall be effective
without the prior written consent of the other Party, which consent
shall not be unreasonably withheld; provided, that this Section 15 shall
not apply to interests which arise by reason of security agreements
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Mr. Joel Dickson
April 5, 1999
Page 7
heretofore granted or executed by a Party, or to an assignment to the
successor of a Party by merger or corporate reorganization.
16. No Dedication of Facilities
Any undertaking by one Party under any provisions of this Agreement
shall not constitute the dedication of the system or any portion thereof
of such Party to the public or to the other Party or any other person or
entity, and it is understood and agreed that any such undertaking by
either Party shall cease upon the termination of such Party's
obligations under this Agreement.
17. Choice of Laws
This Agreement shall be governed by and construed in accordance with the
laws of the State of California, except to the extent preempted by the
Federal Power Act and the rules and regulations of the FERC.
18. Binding Effect
The terms and provisions of this Agreement, and the respective rights
and obligations hereunder of each Party, shall be binding upon, and
inure to the benefits of, its successors and permitted assigns.
19. Non-Waiver of Defaults
No waiver by either Party of any default of the other Party under this
Agreement shall operate as a waiver of a future default, whether of
alike or different character.
20. Written Amendments
No modification of the terms and provisions of this Agreement shall be
or become effective except by written amendment executed by the Parties.
21. Severability
Should any provision of this Agreement for any reason be declared
invalid or unenforceable by final and applicable order of any court or
regulatory body having jurisdiction, such decision shall not affect the
validity of the remaining portions, and the remaining portions shall
remain in force and effect as if this Agreement had been executed
without the invalid
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Mr. Joel Dickson
April 5, 1999
Page 8
portion. This Agreement is subject to review by the California Public
Utilities Commission "CPUC". The Agreement may be terminated if
disapproved by the CPUC; however, SCWC shall be liable for any economic
damages to IEPI with respect to any power transactions made under this
Agreement with IEPI.
22. Survival
Any provision(s) of this Agreement that expressly or by implication
comes into or remains in force following the termination or expiration
of this Agreement shall survive the termination or expiration of this
Agreement.
If the foregoing terms are acceptable to SCWC, please sign and return
one copy of this Agreement. The remaining copy is for your files.
Sincerely,
/s/ MARK V. ALLEN
----------------------------
Mark V. Allen
Director, Regional Marketing
Illinova Energy Partners, Inc.
Accepted as of this 5 day of April, 1999 for:
The Southern California Water Company
/s/ JOEL DICKSON
----------------------------
By: Mr. Joel Dickson
Title: Vice President of Customer Service and Operations Support
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EXHIBIT A
ILLINOVA ENERGY PARTNERS, INC.
FERC TARIFF NO. 1
1. Availability: Illinova Energy Partners, Inc. ("IEPI") makes electric
energy and capacity available for resale under this Rate Schedule to any
purchaser.
2. Applicability: This schedule is applicable to all sales of energy or
capacity by IEPI not otherwise subject to a particular rate schedule of
IEPI.
3. Rates: All sales shall be made at rates established by agreement between
the purchaser and IEPI.
4. Other Terms and Conditions: All other terms and conditions shall be
established by agreement between the purchaser and IEPI.
5. Affiliate Sales and Purchases Prohibited: No sale or purchase may be
made pursuant to this Rate Schedule to or from any IEPI affiliate.
6. Effective Date: This Rate Schedule is effective on and after May 20,
1995.
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[ILLINOVA LETTERHEAD]
April 7, 1999
Mr. Joel Dickson
Vice President of Customer Service
and Operations Support
Southern California Water Company
630 E. Foothill Blvd.
San Dimas, CA 91773
RE: SCHEDULING COORDINATION & REAL-TIME SERVICES AGREEMENT
Dear Mr. Dickson:
This agreement for Scheduling Coordination & Real-Time Services (Agreement) sets
forth the rates, terms and conditions under which Illinova Energy Partners, Inc.
(Illinova) agrees to provide twenty four (24) hour real-time services and
Schedule Coordination to Southern California Water Company for its Division Bear
Valley Electric Services (Customer). Illinova and Customer are hereinafter
collectively referred to as "Parties" or individually as "Parry", and hereby
agree as follows:
1. TERM AND EFFECTIVE DATE
This Agreement shall become effective on Hour Ending 0100 (Pacific Prevailing
Time) May 1, 1999, and shall remain in force and effect until April 30, 2002.
2. SERVICES TO BE PROVIDED BY ILLINOVA
Illinova will provide the following hourly services for Customer:
Illinova shall act as Scheduling Coordinator, in accordance with
the requirements of the California Independent System Operator
("ISO") tariff, for Customer's loads at associated take-out
points.
Develop Customer's pre-schedules based on load forecasts or load
profiles provided by Customer, or Illinova under a separate
Daily Purchasing Agreement dated April 7, 1999, or any
applicable Utility Distribution Company ("UDC").
Coordinate pre-schedules with any applicable UDC, Independent
System Operator ("ISO"), Power Exchange ("PX") and/or other
suppliers.
Maintain Customer's schedules every hour. Each transaction will
describe the delivery of power from a supplying party's control
area (the generator), through all intermediate Purchase Sale
Entities, to a receiving party's control area (load). A full
path must be included detailing all entities that take title to
the energy and all transmission paths.
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SCWC/Illinova Scheduling Coordination Contract CONFIDENTIAL
Monitor schedules in effect during the term of the Agreement
twenty-four (24) hours per day.
Confirm scheduled transactions as required. It is anticipated that
schedules will be confirmed on a pre-scheduled basis within
twenty-four (24) hours prior to the transaction. Illinova shall
confirm schedule start and stop times with each entity Customer is
purchasing from and delivering to.
If conditions require a modification to a pre-scheduled transaction,
Illinova will, as directed, make sales and purchase decisions for
Customer on a best effort basis to minimize losses, scheduling
inconsistencies, and imbalances. In the event that such a service is
requested Illinova will not be held liable for any losses that may be
incurred due to its marketing decisions.
Provide Customer an hourly accounting of each day's transactions,
including any changes to pre-scheduled transactions.
Use reasonable efforts to resolve any discrepancies with other
parties.
3. SERVICES PROVIDED BY CUSTOMER
Customer shall furnish Illinova, in a timely manner, with all
information necessary for Illinova to carry out its responsibilities
as Scheduling Coordinator in accordance with the ISO tariff, and shall
carry out all directives from Illinova in performance of its role as
Scheduling Coordinator in accordance with the ISO tariff.
If required by Illinova, Customer shall acquire and maintain,
throughout the term of this agreement, a form and amount of credit
protection acceptable to Illinova, not to exceed $3,000,000, for the
performance of this Agreement. This will include any additional
charges by Illinova to maintain credit for Customer schedules with the
ISO.
By 3:00 PM (Pacific Time) on every normal work day observed by both
parties, Customer, or Illinova as Customer representative under
separate Daily Energy Purchasing Agreement dated April 7, 1999, shall
provide Illinova with an hourly listing of all changes to standard
pre-scheduled transactions for the following day or days.
Provide Illinova with a twenty-four (24) hour emergency contact and
pager number.
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SCWC/Illinova Scheduling Coordination Contract CONFIDENTIAL
4. CHARGES
The charge for the services described above will be billed according to the
following
4.1 Illinova Charges
1. Initial setup charge (one time): $7,000.00
Due and payable upon execution of this Agreement
2. Monthly Base Fee: $2,500.00
3. Customer shall pay a Monthly Variable Fee equal to:
Monthly Variable Fee: $0.35/MWH
4. Monthly Administration and Billing Charge; $500.00
5. Illinova Re-marketing fee: $0.15/MWH
4.2 Imbalance Fees, Penalties, and Re-marketing
If Customer's actual energy usage exceeds the forecasted amount,
Customer shall receive the ex-post price for this excess energy, and if
such situation is expected to exist for any length of time, and Illinova
can re-market this excess energy to other Scheduling Coordinators or
counter-parties, Illinova will inform Customer of such an opportunity,
and upon Customer concurrence, Illinova will re-market said excess.
Customer will pay Illinova, the Energy Re-Marketing Fee listed above,
for energy re-marketed. Customer shall also be responsible for any
additional penalties or imbalance charges imposed by the ISO for
imbalances due to Customer's energy usage deviating from the actual
monthly energy amount defined by the forecast.
4.3 Pass-Through Costs
Unless specified under a separate power transaction between Customer and
IEP, Customer shall be responsible for, and shall pay Illinova or any
other provider of the service as applicable, for all charges imposed by
the ISO, Automated Power Exchange (APX) and the California Power
Exchange ("PX") in connection with the service provided under this
Agreement, including but not limited to, charges for transmission
(including Grid Management Charges, Grid Operations Charges, Ancillary
Services Charges, Imbalance Energy Charges, Usage Charges, Wheeling
Access Charges, Voltage Support and Black Start Charges, and Reliability
Must-Run Charges, Losses, or Taxes imposed by the ISO), distribution,
ancillary services (including costs for ancillary services purchased by
Illinova from third parties for purpose of this Agreement), access
charges, PX administration charges, whether such charges are billed
directly to Customer or are billed to Illinova; provided, that Illinova
shall be responsible for payment to the ISO of any imbalance charges as
imposed by the ISO as a result of Illinova's failure to deliver energy
to the ISO provided to Illinova by Customer. Any such imbalance charge
for which Illinova is responsible shall be based on the difference
between (i) the total energy scheduled by
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SCWC/Illinova Scheduling Coordination Contract CONFIDENTIAL
Illinova to, and received by, the ISO and (ii) Illinova's total customer
load within the Zone or Take-Out Points, as defined in the ISO tariff,
where such imbalances occur. Where charges are billed to Illinova by
the ISO, or PX in respect of service provided to Customer under this
Agreement and to other scheduling clients, Illinova shall make
appropriate allocations of such billed amounts to all scheduling clients
inclusive of Customer.
4.4 Losses
Illinova shall bill Customer for energy losses provided in accordance
with delivery of Customer energy under this Agreement based on the
hourly registrations of energy on the meters installed at the Customer
Direct Access Account interconnection points, increased by the
corresponding percentage points to account for losses between the
interconnection point or points at which Illinova delivers or schedules
Customer supplied energy deliveries to the ISO Controlled Grid and the
Customer interconnection points. If the amount of energy scheduled or
delivered by Illinova to the interconnection point or points on the ISO
Controlled Grid does not equal the amount of energy registered on the
meters at the Customer interconnection points plus the appropriate loss
factor in an hour, the variance shall be reconciled and billed in
accordance with Sections 7 of this Agreement.
7. PAYMENT
Illinova will submit its invoices to Customer on a monthly basis. All billings
to Customer will be sent to:
Mr. Raymond P. Juels
Southern California Water Company
630 E. Foothill Blvd.
San Dimas, CA 91773
or to such address as Customer may specify by written notice given as provided
herein.
IEP and SCWC will develop an acceptable invoicing format and include quarterly
fuel mix for supply, as can be determined with suppliers. Invoices should
include line items to clearly identify charges herein.
Invoices submitted by Illinova to Customer shall be due and payable 20 days
after the date of the invoice. Customer agrees to pay interest at the rate of
1.5% per month, or the maximum rate as permitted by law, on any invoiced
amounts which are not paid on or before the due date, until the date of payment.
Payments to Illinova shall be mailed to: Payments over $50,000 shall be wired to:
Illinova Energy Partners, Inc. American National Bank
6955 Union Park Center, Suite 300 2000 South Naperville Road
Midvale, UT 84047 Wheaton, IL 60187
Attn: Jennifer Hughey ABA #: 071000770
Account #: 1818-0752
For Illinova Energy Partners account
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SCWC/Illinova Scheduling Coordination Contract CONFIDENTIAL
Illinova hereby represents that its bills will be based upon some estimated
amounts. For example, ISO charges will be billed to Scheduling Coordinators,
such as Illinova, on a quarterly basis. Accordingly, Illinova shall bill, or
credit, for any adjustments to past billings for estimated amounts being
reconciled with actual amounts.
All correspondence with regard to payment shall be made to the same address.
8. METERING & COMMUNICATION
Customer shall be responsible for the cost of establishing and maintaining
communication equipment necessary to conduct the scheduling coordination
services for energy management pursuant to this agreement. Such costs shall
include meters, monthly communication & maintenance costs and other necessary
equipment. Such costs shall be discussed and agreed to before they are actually
incurred.
9. AUDIT
Either Party, at its own expense, shall have the right, at all reasonable times,
to review and audit the books, records, documents of the other Party, directly
pertaining to the billing and power delivery data required to administer this
Agreement. The foregoing shall not be construed to permit either Party to
conduct a general audit of the other Party's records. Information obtained by
either Party's representatives in examining the other Party's applicable records
to verify such billings and power delivery data shall not be disclosed to third
parties without prior written consent of the audited Party, or unless in
response to compulsory judicial or regulatory processes and after giving the
other Party as much advance written notice as possible, with such time not to be
less than (15) days. The right to audit shall extend for a period of one (1)
year following the date of each payment. It will be incumbent upon the Parties
to retain all necessary records and documentation during this audit period.
10. FORCE MAJEURE
Neither Party shall be liable for any delay or failure in performance of any
part of this Agreement (other than obligations to pay money) from any cause
beyond its reasonable control, including but not limited to flood, fire,
lightning, epidemic, quarantine restriction, war, sabotage, act of a public
enemy whether foreign or domestic, earthquake, insurrection, riot, civil
disturbance, strike, work stoppage caused by jurisdictional or similar disputes,
restraint by court order or public authority, action or non-action by or
inability to obtain necessary authorization or approval from any governmental
authority, or failure or inability of the ISO or the UDC to accept energy from
Illinova or to deliver energy to Customer in amounts received from Illinova, or
any combination of these causes, whether affecting the Party or the Party's
suppliers, which by the exercise of due diligence and foresight such Party could
not reasonably have been expected to avoid and which by the exercise of due
diligence the Party has been unable to overcome. The Party claiming a force
majeure condition shall give the other Party such notice of the condition as is
reasonable under the circumstances. Upon notice of the force majeure condition
being provided, the obligations of the Party invoking the force majeure, to the
extent they are affected by the force majeure condition, shall be suspended
during the continuation of such condition and
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SCWC/Illinova Scheduling Coordination Contract CONFIDENTIAL
shall, so far as is possible, be remedied with all reasonable dispatch.
11. INDEMNIFICATION
11.1 To the fullest extent permitted by law, and subject to the limitations set
forth in Section 21, "Limitation of Liability to Amount of Direct Damages", of
this Agreement, each Party (the "Indemnifying Party") shall indemnify and hold
harmless the other Party, its parent company or companies and affiliates, and
their shareholders, officers, directors, employees, agents, servants, and
assigns (collectively, the "Indemnified Party"), and at the Indemnified Party's
option, the Indemnifying Party shall defend the Indemnified Party from and
against any and all claims and liabilities for losses, expenses, damage to
property, injury to or death of any person, including, but not limited to, the
Indemnified Party's employees and its parent company's and affiliates'
employees, subcontractors and subcontractors' employees, or any other liability
incurred by the Indemnified Party, which shall include reasonable attorney fees,
caused wholly or in part by any negligent, grossly negligent or willful act or
omission by the Indemnifying Party, its officers, directors, employees, agents
or assigns arising out of this Agreement, except to the extent such claim,
liability, loss, expense, damage to property, injury or death is caused by any
negligent, grossly negligent or willful act or omission of the Indemnified
Party.
11.2 If any claim covered by Section 11.1 is brought against the Indemnified
Party, then the Indemnifying Party shall be entitled to participate in, and
unless in the opinion of counsel for the Indemnified Party a conflict of
interest between the Parties may exist with respect to such claim, assume the
defense of such claim, with counsel reasonably acceptable to the Indemnified
Party. Even if the Indemnifying Party assumes the defense of the Indemnified
Party pursuant to this subsection b, the Indemnified Party, at its sole option,
may participate in the defense, at its own expense, with counsel of its own
choice without relieving the Indemnifying Party of any of its obligations
hereunder.
11.3 The Indemnifying Party's obligation to indemnify under this Section 10
shall survive termination of this Agreement, and shall not be limited in any way
by any limitation on the amount or type of damages, compensation or benefits
payable by or for the Indemnifying Party under any statutory scheme, including,
without limitation, under any worker's compensation acts, disability benefit
acts or other employee benefit acts.
12. GOVERNING LAW
This Agreement shall be governed by, and interpreted and construed in accordance
with, the laws of the State of California, and shall exclude any choice of law
rules that direct the application of the laws of another jurisdiction,
irrespective of the place or places of execution or of the order in which
signatures of the parties are affixed or of the place or places of performance;
provided, that any provision of this Agreement that is subject to the
jurisdiction of the Federal Energy Regulatory Commission ("FERC") shall be
governed by, and interpreted and construed in
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SCWC/Illinova Scheduling Coordination Contract CONFIDENTIAL
accordance with, the regulations of the FERC and such other laws of the United
States as are applicable to that provision.
13. AMENDMENT
This Agreement may be modified only upon mutual written agreement of the
Parties.
14. WAIVER
Any waiver at any time by either Party with respect to any of its rights under
this Agreement or the failure of a Party to insist on the performance by the
other Party of an obligation under this Agreement shall not be deemed an
amendment or modification of this Agreement and shall not be deemed a waiver of
such right, or acquiescence to non-performance of such obligation, during the
remainder of the term of this Agreement.
15. PROPRIETARY INFORMATION
Illinova considers pricing information contained in this Agreement to be
proprietary and confidential. Disclosure of any pricing information contained in
this Agreement shall require the prior written consent of Illinova. Customer
considers all information provided to Illinova under Section 3 of this Agreement
and all information that Illinova obtains in carrying out the services described
in Section 2 of this Agreement to be proprietary and confidential. Disclosure or
use of any of the aforementioned information contained in this Agreement other
than to carry out the services outlined in Section 2 of this Agreement shall
require the prior written consent of Customer.
16. ASSIGNMENT AND DELEGATION
16.1 Neither Party shall assign any of its rights or obligations under
this Agreement except with the prior written consent of the other
Party, which consent shall not be unreasonably withheld or delayed.
No assignment of any right or obligation under this Agreement shall
relieve the assigning Party of any of its obligations under this
Agreement until such obligations have been assumed in writing by the
assignee. When duly assigned in accordance with the preceding two
sentences, any obligation so assigned shall be binding upon the
assignees, and the assignor shall be relieved of its rights and
obligations that have been duly assigned. Any assignment in
violation of this Section 16.1 shall be void.
16.2 Notwithstanding the provisions of subsection 16.1, either Party may
delegate any of its duties under this Agreement to an agent or
subcontractor, provided that the delegating Party shall remain fully
responsible for performance of any delegated duties, shall serve as
the point of contact between the delegatee and the other Party, and
shall provide the other Party with 30 days prior written notice of
any such delegation, which notice shall contain such information
about the delegatee as the other Party shall reasonably require.
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SCWC/Illinova Scheduling Coordination Contract CONFIDENTIAL
17. AUTHORITY TO EXECUTE AGREEMENT
Each Party acknowledges that it has read this Agreement and that the Party
fully understands its rights and obligations under this Agreement. Each Party
further acknowledges that it has had an opportunity to consult with an attorney
of its own choosing to explain the terms of this Agreement and the consequences
of signing it.
Each Party represents and warrants (i) that it has the full power and authority
to execute and deliver this Agreement and to perform its terms, (ii) that
execution, delivery and performance of this Agreement have been duly authorized
by all necessary corporate or other action by such Party, and do not conflict
with the Party's articles of incorporation or by-laws, or cause a default under
any contract or other agreement to which such Party is subject, and (iii) that
this Agreement constitutes such Party's legal, valid and binding obligation and
is enforceable against such Party in accordance with its terms. Each person
executing this Agreement for a Party represents and warrants that he or she has
the authority to bind the Party on whose behalf he or she is executing this
Agreement.
18. CONSTRUCTION SHALL NOT BE FOR OR AGAINST DRAFTER
No provision of this Agreement shall be construed or interpreted for or against
any Party because that Party drafted or caused its legal representative to draft
the provision.
19. DISPUTE RESOLUTION PROCEDURES
Any dispute between the Parties concerning the provisions, interpretation or
implementation of this Agreement which remains unresolved for a period of six
months shall, upon written notice given by one Party to the other Party, be
forwarded to Customer's Chief Financial Officer and to Illinova's Vice President
of the Western Region ("Executive" or "Executives"), who shall meet within 30
days following the date of the notice, or at such other time as agreed upon by
the Executives, to discuss and attempt to resolve the dispute. Any resolution
agreed upon by the Executives shall be binding upon the Parties. A resolution
reached by the Executives shall not be effective until set forth in a writing
signed by both Executives. If the Executives cannot resolve the dispute within
30 days following their initial meeting either Party may pursue any remedy
available to the Party at law, in equity or under this Agreement to resolve the
dispute. If the title of either Executive position referred to in this Section
19 is eliminated or changed, or if this Agreement is assigned pursuant to
Section 16, the Party subject to the change, or the assignee of such Party,
shall substitute a comparable executive for the purpose of this Section 19 and
shall promptly notify the other Party in writing.
Each Party shall bear its own attorney fees and other costs incurred in
connection with any dispute, except as otherwise (i) agreed by the Parties in
the resolution of the dispute, (ii) ordered
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SCWC/Illinova Scheduling Coordination Contract CONFIDENTIAL
by a court or administrative agency of competent jurisdiction, or (iii)
determined by the arbitrator or other neutral in any alternative dispute
resolution process used by the Parties, in accordance with the rules and
procedures adopted and agreed to by the Parties for purposes of that process.
20. ENTIRE AGREEMENT
This Agreement, including all attachments hereto and agreements contemplated
herein, constitutes the entire agreement and understanding between the Parties
as to the subject matter of this Agreement, and merges and supersedes all prior
oral or written agreements, understandings, commitments, representations and
discussions between the Parties. The Agreement may be amended, modified or
supplemented only in accordance with Section 13 or Section 16 of this Agreement.
21. LIMITATION OF LIABILITY TO AMOUNT OF DIRECT DAMAGES
Each Party's liability to the other Party for any loss, cost, claim, injury,
liability or expense, including any reasonable attorney fees to which the other
Patty is entitled, relating to or arising from an act or omission in the Party's
performance of this Agreement, shall be limited to the amount of direct damage
actually incurred. In no event shall either Party be liable to the other Party
for any indirect, special, consequential or punitive damages of any kind
whatsoever, whether in contract, tort or strict liability.
22. LIMITATION ON TIME TO MAKE CLAIMS
With the exception of claims for indemnity under Section 11, "Indemnification",
of this Agreement, no claims may be made under this Agreement, or submitted to
dispute resolution pursuant to Section 19, "Dispute Resolution Procedures", of
this Agreement, more than three years after the date the claim accrued. The
Parties agree that failure to make any claim falling within the scope of this
Section 22 within three years shall bar any cause of action. Provided, however,
that claims for indemnity under Section 11, "Indemnification", of this Agreement
shall not be limited by the three year limitation of this Section, but shall be
governed by the applicable statue of limitations.
23. NOTICES AND DEMANDS
Unless another means of notice is expressly provided for in another Section of
this Agreement, all notices and demands given or made by a Party under this
Agreement shall be sent by the sending Party by facsimile with a copy sent, by
United States Mail, to the designated recipient of the receiving Party at the
addresses set forth below.
If to SCWC:
Southern California Water Company
630 E. Foothill Blvd.
San Dimas, CA 91773
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SCWC/Illinova Scheduling Coordination Contract CONFIDENTIAL
Attention: Mr. Raymond P. Juels
if to Illinova:
Illinova Power Marketing, Inc.
Attention: Jennifer Hughey, Controller
Union Park Center, Suite 300
Midvale, Utah 84047
Fax No.: (801) 568-2104
A Party may, by notice to the other Party provided in accordance with this
Section, change the name of designated recipient, address, and facsimile number
to which notices and demands shall thereafter be sent. Any notice provided
pursuant to this Section shall be effective upon confirmation of receipt of the
sending party's facsimile, if between the hours of 8:00 A.M. and 4:00 P.M.
Pacific Time, and at 8:00 A.M. Pacific Time on the next business day if at any
other time.
24. REMEDIES CUMULATIVE
Except as expressly provided otherwise in this Agreement, all remedies in this
Agreement, including the right of termination, are cumulative, and use of any
remedy shall not preclude any other remedy in this Agreement.
25. SECTION HEADINGS
The headings placed at the start of each Section of this Agreement are solely
for the convenience of reference of the Parties, are not and shall not be deemed
to be a part of this Agreement, shall in no way define, modify, or restrict any
of the terms or provisions of this Agreement, and shall not be used in any
manner in the interpretation or construction of this Agreement.
26. TAXES
Unless expressly provided otherwise in the Section or Sections of this Agreement
establishing charges, the charge or charges specified in this Agreement for
services and products provided hereunder do not include any amounts in respect
of any State or local taxes that are assessed, imposed or owing as a function of
the revenues, billings, purchase price, deliveries or usage under this
Agreement. Illinova shall add the amount of any such taxes that are applicable
to services or products for which Illinova is rendering an invoice to Customer
to the amount of the billing stated on such invoice, with such amount to be
calculated at the applicable rate or rates of tax. Customer shall be responsible
for payment of any such taxes, and for the filing of returns, with respect to
any tax not added to Customer's invoice by Illinova. Customer shall also be
responsible to pay any penalties, interest or other charges resulting from
Customer's failure to timely pay any such tax, or resulting from Illinova's
failure to timely pay any such tax due to Customer's failure to timely provide
Illinova with information necessary to determine or compute such tax or file a
return.
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SCWC/Illinova Scheduling Coordination Contract CONFIDENTIAL
27. THIRD-PARTY BENEFICIARIES
The provisions of this Agreement are for the benefit of the Parties and not for
any other person or third party beneficiary. The provisions of this Agreement
shall not impart rights enforceable by any person, firm or organization other
than a Party, or a successor or assignee of a Party, to this Agreement.
28. SEVERABILITY
Should any provision of this Agreement for any reason be declared invalid or
unenforceable by final and applicable order of any court or regulatory body
having jurisdiction, such decision shall not affect the validity of the
remaining portions, and the remaining portions shall remain in force and effect
as if this Agreement had been executed without the invalid portion. This
Agreement is subject to review by the California Public Utilities Commission
"CPUC". The Agreement may be terminated if disapproved by the CPUC; however,
SCWC shall be liable for any economic damages to IEP with respect to any power
transactions made or service costs incurred under this Agreement with IEP.
29. TIME OF ESSENCE
The Parties agree that time is of the essence for all portions of this
Agreement.
If the above accurately reflects your understanding of the agreement reached by
representatives of Illinova and Customer, please so indicate by signing both
originals of this Agreement in the space provided below and return one fully
executed original to me.
Sincerely
/s/ MARK V. ALLEN
Mark V. Allen
Director, Regional Marketing
California & Desert Southwest
Accepted as of this 16th day of April, 1999, for Southern California Water
Company
/s/ JOEL DICKSON
- --------------------------------
Mr. Joel Dickson
Vice President of Customer & Support Services
Page 11
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[ILLINOVA LETTERHEAD]
May 13, 1999
Mr. Joel Dickson
Vice President of Customer Service and Operations Support
Southern California Water Company
630 E. Foothill Blvd.
San Dimas, CA 91773
RE: SCHEDULING COORDINATION & REAL-TIME SERVICES AGREEMENT -METERING &
COMMUNICATIONS
Dear Mr. Dickson:
This represents an amendment to the Scheduling Coordination & Real-Time Services
(Agreement) between Illinova Energy Partners, Inc. (IEP) and the Southern
California Water Company for its Division Bear Valley Electric Services
(Customer) dated April 7, 1999.
Pursuant to Section 8 Metering and Communications of the subject agreement,IEP
is to provide Customer with the proposed costs for metering and communications
prior to billing for such services. Accordingly, IEP has had a few visits to
Bear Valley with one of its Meter Service Providers and designed a metering
interrogation scheme that I believe is better than the prior configuration by
our predecessor. In addition, this considers a permanent installation owned by
Customer. The Exhibit A attached provides you with the detail of such
installation, and the total cost for this service is a one-time charge of
$7,200 (billable in the first month in which the equipment was installed).
IEP's monthly charge for metering interrogation is hereby quoted as 535.00 per
month.
If the above pricing meets with your approval, please so indicate by signing
this Agreement in the space provided below and return a faxed copy to my
attention at (801) 568-2103.
Sincerely,
/s/ MARK V. ALLEN
Mark V. Allen
Director, Regional Marketing
California & Desert Southwest
Accepted as of this 13th day of May, 1999, for Southern California
Water Company
/s/ JOEL DICKSON
- --------------------------------
Mr. Joel Dickson
Vice President of Customer & Support Services
28
[ILLINOVA LETTERHEAD]
EXHIBIT A
BEAR VALLEY ELECTRIC SERVICE - METERING
CONVERSION PROPOSAL
- --------------------------------------------------------------------------------
DESCRIPTION QTY
- --------------------------------------------------------------------------------
DATA STAR, TYPE D-102, 32K, 4 CHANNEL, SOLID STATE 2
PULSE RECORDER - WITH TELEPHONE MODEM
PULSE SPLITTING RELAY - MERCURY WETTED WITH 3 4
RELAYS INSTALLED - 1 IN, 2 OUT
FUSE BLOCKS WITH DIRECT MOUNTING BASE AND
TUBULAR SCREWS. SIMILAR OR EQUAL TO BUCHANAN
CAT. #342 - INCLUDES TYPE 'KTK' OR 'KLM' FUSES 2
FASTENERS - CONNECTORS - TERMINALS - COUPLINGS 1
PROVIDE ALL LABOR NECESSARY TO INSTALL A 32
COMPLETED METERING INSTALLATION
VEHICLE MILES TO AND FROM PROJECT 400
TECHNICIANS TRAVEL TIME FORM THEIR BASE TO THE 8
JOB SITE AND RETURN
COSTS INCURRED FOR PERFORMING A SITE INSPECTION 4
TO DETERMINE COMPONENTS NECESSARY TO COMPLETE
PROJECT
PROJECT ENGINEERING AND COMPONENT ACQUISITION 3
- --------------------------------------------------------------------------------
TOTAL 57,00.00
- --------------------------------------------------------------------------------
29
[WEST AND EAST CIRCUIT FLOWCHART]
1. Add "Pulse Splitting Relays" #1A and #2A
2. Add Data Star Recorder inside "Bear Valley Cabinet
3. Use existing conduits for extending "K-Y-Z" Pulse Conductors
----------------------------------------------------
Data & Metering Specialties, Inc.
16208 Springdale Street - Huntington Beach, CA 92649
Ph: (714) 903-3249 - Fax: (714) 903-3229
----------------------------------------------------
Sub-Metering Specification
For
"Goldhill" Substation
----------------------------------------------------
By: J.J. Tuso
-------------------
Date: 05-05-99 2 CIR. TOT.
----------------------------------------------------
30
[WEST AND EAST CIRCUIT FLOWCHART]
Notes:
1. Add 2 Pulse Splitting Relays #1A and #2A if no vacant ports available
2. Add Data Star Recorder
----------------------------------------------------
Data & Metering Specialties, Inc.
16208 Springdale Street - Huntington Beach, CA 92649
Ph: (714) 903-3249 - Fax: (714) 903-3229
----------------------------------------------------
Sub-Metering Specification
For
"Harnish" Substation
----------------------------------------------------
By: J.J. Tuso
-------------------
Date: 05-03-99 1 CIRCUIT
----------------------------------------------------