1998 AGN JAN 13 I03 - Laserfiche WebLink

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DRAFT: 11/07;97 MASTER ENERGY PURCHASE, AND SALE AGREEMENT This Master Energy Purchase and Sale Agreement (this "Master Agreement" antogether ether with all g Transactions, collectively, the "Agreement") is entered into effective as of the _ day of 1997 (the "Effective Date") by and between Enron Power Marketing, Inc., a Delaware corporation ("EPMI"), and The City of Colton, California, a municipal corporation and political subdivision of the State of California ("Counterparty"). Each of EPMI and Counterparty may also be referred to individually as "Party" or collectively as "Parties." The definitions set forth in Appendix "1" shall apply to this Agreement. SECTION 1. SCOPE OF AGREEMENT I.1. Scope of Agreement. From time to time, the Parties may, but shall not be obligated to, enter into Transactions for the purchase or sale of Energy hereunder. Each Transaction shall be effectuated and evidenced in accordance with this Master Agreement and shall constitute a part of this. Master Agreement. The Parties are relyingupon the fact that all Transactions, together with this Master Agreement, shall constitute a single integrated agreement; and that the Parties would not otherwise enter into any Transaction. Any conflict between this Master Agreement and a Transaction shall be resolved in favor of the Transaction. This Master Agreement shall govern all Transactions between the Parties from and after the Effective Date unless expressly stated otherwise and shall govern all transactions between the Parties entered into prior to the date hereof that relate to the purchase and sale of Energy or options thereon. 1.2. Transaction Procedures. During the term of this Agreement, the Parties may notify each other that Energy is available for purchase or sale. Each Transaction shall be effectuated and evidenced (i) by a written Transaction Agreement executed by the Parties or (ii) in a telephone conversation between the Parties whereby an offer and acceptance shall constitute the agreement of the Parties; provided, however, each Party may stipulate by prior notice to the other Party that any particular contemplated Transaction shall be effectuated and formed only by means of procedure (i) above. The specific terms to be established by the Parties for each Transaction shall include the Buyer and Seller, the Period of Delivery, the Contract Price, the Delivery Point, ,the Contract Quantity, whether the Transaction is Firm or Non - Firm and such other terms as the Parties shall agree upon that are not in conflict with this Master Agreement. EPMI may confirm a telephonic Transaction by forwarding to Counterparty a Confirmation, which shall be executed by Counterparty (with any objections noted thereon) and returned to EPMI within two (2) Business Days of Counteiparty's receipt of it or else be deemed correct as sent. Failure by EPMI to send a Confirmation shall not invalidate any Transaction agreed to by the Parties. The Parties agree not to contest' or assert any defense to the validity or enforceability of telephonic Transactions entered into in accordance with this Master Agreement under laws relating to whether certain agreements are to be in writing or signed by the Party to be thereby bound, or the authority of any employee of the Party to enter into a Transaction. Each Party consents to the recording of its representatives' telephone conversations without any further notice. All recordings may be introduced into evidence and used to prove oral agreements between the Parties. 1.3. Term of Agreement. The term of this Master Agreement shall commence on the Effective Date and shall remain in effect until terminated by either Party upon 30 days prior written notice; provided, however, that this Master Agreement shall remain in effect with respect to any Transaction(s) entered into prior to the effective date of the termination until. both Parties have fulfilled all their obligations with respect to such Transaction(s).