2004 AGN JUL 20 I15 - Laserfiche WebLink

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AMENDMENT AND TERMINATION AGREEMENT This Amendment and Termination Agreement (this "Agreement") is made and entered into this _ day of June, 2004, between the City of Colton, a California municipal corporation (the "City") and EI Colton LLC, a Delaware limited liability company ("EIC"). The City and EIC are sometimes individually referred to as "Party" and collectively as "Parties". RECITALS WHEREAS, The City owns a simple -cycle electric generating facility (the "Facility") in Colton, California; WHEREAS, On October 15, 2002, the Parties entered into an Operation & Maintenance Services Agreement (the "O&M Agreement") pursuant to which EIC agreed to operate and maintain the Facility for the City; WHEREAS, On October 15, 2002, the Parties entered into an Administrative Services Agreement (the "ASA") pursuant to which EIC agreed to provide certain administrative and fuel management services for the City in connection with the Facility; WHEREAS, The ASA provided for EIC to manage certain Emission Reduction Credits on behalf of the City; and WHEREAS, The Parties now desire to terminate the ASA, and to amend the O&M Agreement to transfer certain services previously provided pursuant to the ASA to the O&M Agreement and for other purposes; NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the City and EIC hereby agree as follows: 1. Amendments to O&M Agreement. The O&M Agreement is amended as follows: a. The definition of "Operator Invoice" in Section 1.01 is amended to read as follows: "Operator Invoice" means an invoice for the Base Fee and the ERC Management Fee prepared by Operator and delivered to Owner in accordance with Section 8.01 {regarding Operator Fee and ERC Management Fee billing procedures}. b. The definition of "Operator Provided ERCs" in Section 1.01 is amended to read as follows: "Operator Provided ERCs" means the initial supply of NOx RECLAIM Trading Credits, PM 10 ERCs and VOC ERCs provided by Operator to the City pursuant to Section 15.01. C. The definition of "ERC' in Section 1.01 is amended to read as follows: