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SERVICES AGREEMENT <br />This Services Agreement (this "Agreement") is by and between the City of Colton, a <br />municipality organized under the laws of the State of California with its principal office at 650 <br />North La Cadena Drive, Colton, California (the "City"), and CORAL POWER, L.L.C., a <br />Delaware limited liability City ("Coral Power'), with offices at 4320 La Jolla Village Drive, <br />Suite 250, San Diego, California 92122. City and Coral Power are herein referred to individually <br />as a "Party" and collectively as the "Parties." <br />Recitals: <br />WHEREAS, the City desires to engage Coral Power to provide Scheduling Services (as <br />hereinafter defined) and Optimization Services (as hereinafter defined) (the Scheduling Services <br />and Optimization Services are collectively referred to as the "Services") in connection with the <br />Facilities (as hereinafter defined) on the terms and conditions set forth herein; and <br />WHEREAS, Coral Power desires to provide the Services on the terms and conditions set <br />forth herein; <br />NOW THEREFORE, in consideration of the mutual covenants and agreements contained <br />herein, the City and Coral Power hereby agree as follows: <br />Scheduling Services. The City hereby engages Coral Power, commencing on July 1, <br />2000, to provide the following services (collectively, the "Scheduling Services") during <br />the term of this Agreement: <br />(a) Coral Power shall analyze historical data provided by the City and develop <br />daily and monthly load forecasts for the City's electrical requirements for the term <br />of this Agreement. <br />(b) Coral Power shall provide twenty-four hour dispatching services for the <br />City's forecasted electrical load requirements utilizing the generation facilities set <br />forth on Exhibit A attached hereto and incorporated herein (the "Generation <br />Facilities") and the transmission facilities set forth on Exhibit B attached hereto <br />and incorporated herein (the "Transmission Facilities"; the Generation Facilities <br />and the Transmission Facilities are collectively referred to herein as the <br />"Facilities") as such exhibits may be amended from time to time by the Parties; <br />(c) Coral Power shall monitor the City's electrical load via telephone line <br />connection to be installed by Coral Power or its subcontractor, at Coral Power's <br />expense. <br />(d) Coral Power shall verify the quantity of electricity delivered to the City <br />from the Facilities. <br />(e) In the event a modification is required to a pre -scheduled transaction, <br />RVPUB\DRD\556735 <br />