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November 22, 1994 <br />Mr. Thomas K. Clarke <br />Electric Utility Director <br />650 N. La Cadena Drive <br />Colton, CA 92324 <br />Dear Mr. Clarke: <br />This letter constitutes an Agreement between the City of Banning (Banning), a municipal <br />corporation of the State of California, and the City of Colton (Colton), a municipal corporation of <br />the State of California, hereinafter sometimes referred to individually as "Party" and collectively <br />as "Parties". This Agreement will enable a Party to purchase, sell, or exchange surplus capacity, <br />energy, transmission service, and other services, from, to, or with the other Party for periods of <br />one year or less in accordance with the following terms and conditions. This Agreement does not <br />provide advance agreement for either Party to make available or purchase or exchange any <br />amount of such energy, capacity, or other services. <br />1. Term of Agreement - This Agreement shall be effective when executed by the Parties and <br />remain in effect unless terminated by either Party upon sixty (60) days' advance written <br />notice to the other Party, however, all obligations incurred under this Agreement shall <br />survive termination of this Agreement. <br />2. Availability and Sale of Surplus Capacity, Energy, and Other Services <br />a. At any time during the term of this Agreement, the Parties may notify each other <br />that amounts of surplus capacity, energy, transmission, or other services are <br />available for purchase, sale, and exchange. <br />b. The Parties' schedulers and dispatchers may agree on the terms, conditions, price, <br />and scheduling provisions for transactions which do not exceed thirty-one (3 1) <br />days. Such transactions shall be promptly confirmed in writing by the Authorized <br />Representative if requested by either Party. <br />C. For transactions longer than thirty-one (3 1) days, but not exceeding one year, the <br />Authorized Representatives shall execute a separate written confirmation <br />specifying the terms, conditions, price, and scheduling provisions. <br />d. Each Party reserves the right to delay commencement of deliveries until receipt of <br />written confirmation in accordance with Section 2(b) or Section 2(c). <br />