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EXHIBIT 10.23
[PINNACLE WEST LETTERHEAD]
CONFIDENTIAL
June 14, 2001
To: Southern California Water Company
The following terms and conditions shall govern this agreement on June 14,
2001, between Southern California Water Company ("SCWC"), and Pinnacle West
Capital Corporation ("PWMT"), whereby SCWC agreed to purchase and receive and
PWMT agreed to sell and deliver energy as follows:
SELLER: Pinnacle West Capital Corporation BUYER: Southern California Water Company
▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇, ▇/▇ 9842 ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
Phoenix, Arizona 85004 San Dimas, CA 91773-9016
CONFIRM CONFIRM
ADMINISTRATOR: ▇▇▇▇▇▇ ▇▇▇▇▇ ADMINISTRATOR: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ (phone) (▇▇▇) ▇▇▇-▇▇▇▇ ▇ ▇▇▇ (phone)
(▇▇▇) ▇▇▇-▇▇▇▇ (fax) (▇▇▇) ▇▇▇-▇▇▇▇ (fax)
PRESCHEDULE: (▇▇▇) ▇▇▇-▇▇▇▇ PRESCHEDULE: (▇▇▇) ▇▇▇-▇▇▇▇
REAL TIME: (▇▇▇) ▇▇▇-▇▇▇▇ REAL TIME: (▇▇▇) ▇▇▇-▇▇▇▇
QUANTITY (MW/HR.): 8 Megawatts QUANTITY (MWH): 87,168 MWh's
PRICE ($/MWH): Simple average price of TYPE OF ENERGY: CAISO Firm with Liquidated
$53.00/MWh for the Winter Damages.
periods listed below.
Payment for each year will be
based on each Winter period
price as follows:
Winter Period 1 - $75.00/MWH
Winter Period 2 - $48.00/MWH
Winter Period 3 - $36.00/MWH
START DATE: WINTER PERIODS END DATE: WINTER PERIODS
Period 1 - November 1, 2001 March 31, 2002
Period 2 - November 1, 2002 March 31, 2003
Period 3 - November 1, 2003 March 31, 2004
DAY(S) OF WEEK: Monday through Sunday, HOURS: H.E. 0100-2400 Pacific
including NERC holidays Prevailing Time ("PPT").
DELIVERY POINT: SP15 (Inter SC Trade) - Dynegy is current SC. SCWC to notify PWMT if
SC changes.
TRANSMISSION CONTINGENCIES: None GENERATION CONTINGENCIES: None
ENABLING AGREEMENT: PWMT and SCWC enter into this transaction pursuant to and in accordance with
the WSPP Agreement and Service Schedule C (SSC) of the WSPP Agreement, to which PWMT and
SCWC are parties. Terms used but not defined herein shall have the meanings ascribed to them in the
WSPP Agreement.
ADDITIONAL TERMS: Per attached.
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ADDITIONAL TERMS
SCHEDULING: Preschedules shall be exchanged for all deliveries of energy,
including identifications of receiving and generating control areas under this
Agreement by 11:00 a.m. Pacific Prevailing Time on the last work day observed
by both Parties prior to the scheduled date of delivery. Interchange scheduling
shall be conducted in accordance with Western Systems Power Pool (WSPP)
Operating Procedure No. 1.
SPECIAL PROVISIONS: Deliveries will be made except during interruptions or
reductions which are due to uncontrollable forces as defined in Section 10 of
the Western Systems Power Pool Agreement, dated February 1, 2001, ("WSPP
Agreement"), in which case the obligations of both Parties will be reduced for
the duration of the interruption or reduction.
NERC HOLIDAYS: The following shall be deemed holidays for purposes of this
Agreement: New Year's Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving, and Christmas Day.
ADDITIONAL TERMS AND CONDITIONS: Neither Party shall transfer or assign all or
any part of this Agreement or its rights or obligations hereunder or otherwise
dispose of any right, title or interest herein without the prior written consent
of the other Party, which consent shall not be unreasonably withheld or delayed.
Notwithstanding the foregoing, either Party may, without the need for consent
from the other Party, (a) transfer, pledge, or assign this Agreement as security
for any financing; (b) transfer, assign or delegate this Agreement or its rights
or obligations hereunder to an Affiliate of such party; or (c) transfer, assign
or delegate this Agreement to any person or entity succeeding to all or
substantially all of the assets of such party; PROVIDED, HOWEVER, THAT ANY SUCH
ASSIGNEE SHALL AGREE TO BE BOUND BY THE TERMS AND CONDITIONS HEREOF AND,
PROVIDED, FURTHER, THAT ANY TRANSFER, ASSIGNMENT OR DELEGATION THAT DOES NOT
REQUIRE CONSENT HEREUNDER SHALL NOT, IN ANY WAY, RELEASE THE ASSIGNOR FROM
LIABILITY FOR THE FULL PERFORMANCE OF ANY OBLIGATIONS (AND ONLY THOSE
OBLIGATIONS) ARISING UNDER THIS AGREEMENT PRIOR TO THE EFFECTIVE DATE OF THE
TRANSFER, ASSIGNMENT OR DELEGATION. To the extent a transfer does not require
consent, the transferring Party shall provide prompt notice to the other party
of the transfer and the effective date thereof. Any transfer in violation of
this section shall be deemed null and void.
The definition of Affiliate: "AFFILIATE" means, with respect to any person,
any entity controlled, directly or indirectly, by such person, any entity that
controls, directly or indirectly, such person, or any entity directly or
indirectly under common control with such person. For this purpose, "control" of
any entity or person means ownership of an majority of the voting power of the
entity or person.
"CAISO ENERGY" means with respect to a Transaction, a Product under which
the Seller shall sell and the Buyer shall purchase a quantity of energy equal to
the hourly quantity without Ancillary Services (as defined in the Tariff) that
is or will be scheduled as a schedule coordinator to schedule coordinator
transaction pursuant to the applicable tariff and protocol provisions of the
California Independent Operator ("CAISO")(as amended from time to time, the
"Tariff") for which the only excuse for failure to deliver or receive is an
"Uncontrollable Force."
A CAISO "Schedule Adjustment", (defined as a schedule change implemented by the
CAISO that is neither caused by, or within the control of, either Party) shall
not constitute an Uncontrollable Force.
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BILLING AND PAYMENT: Monthly ▇▇▇▇▇▇▇▇ and payment shall be in accordance
with Section 9 of the WSPP Agreement. Billings and payment shall be sent to:
Pinnacle West Capital Corporation Southern California Water Company
Attention: Cash Management, Station 9996 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
P. O. Box 53920 ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
Phoenix, AZ 85072-3920 San Dimas, CA 91773-9015
PWMT Contract No. 62803 shall be included on all correspondence or invoices in
reference to this agreement.
If the above accurately reflects the terms and conditions of the agreement
between PWMT and SCWC on June 14, 2001, please sign a copy of this Agreement and
return it via fax to the PWMT Confirm Administrator listed above.
PINNACLE WEST CAPITAL CORPORATION SOUTHERN CALIFORNIA WATER COMPANY
Signature: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Signature: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------- ----------------------------
Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Print Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------- ---------------------------
Title: Director, Marketing & Trading Title: Vice President
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Date: 6-15-01 Date: 6/14/01
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CERTIFICATE
OF
CORPORATE SECRETARY
The undersigned, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, hereby certifies:
(1) That he is the duly elected, qualified and acting Corporate Secretary
of Southern California Water Company, a California corporation; and
(2) That ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, in his capacity as an executive officer of
Southern California Water Company, is authorized by the Bylaws of
Southern California Water Company, to execute that agreement styled
as PWMT Contract No. 62803 dated June 14, 2001, relating to the
purchase and receipt by Southern California Water Company of electric
energy delivered and sold by Pinnacle West Capital Corporation; and
(3) That the authority granted by the Bylaws of Southern California Water
Company is currently in full force and effect.
WITNESS, the hand of the undersigned and the seal of said Corporation this
14th day of June 2001.
[SIGNATURE ILLEGIBLE]
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Corporate Secretary
(SEAL)
