2002 AGN MAY 07 I22A - Laserfiche WebLink

Browse Search

hi nVA COLTON C-111-7 /10 01., Public Utilities May 7, 2002 Noresco L.L.C. I Research Drive Suite 400C Westborougji, MA 01581 Attn: Mr. Stephen H. Clevett Senior Vice President — Energy Infi-astructure Dear Sirs: The City of Colton (the "City") desires to retain Noresco, LLC (Noresco), acting through its subsidiary, E. 1. Colton LLC (EIC), to perform certain preconstruction services in connection with the development of a nominal 43MW electric generating facility (the "Project"), and it is our understanding that Noresco is willing to perform those preconstruction services. The City acknowledges that immediately upon the formation of EIC, Noresco will transfer all of its rights under this letter agreement and any Project Agreement that is then in effect, to EIC, and that thereafter, the City will deal with EIC in implementing the development of the Project. Upon execution of this letter agreement by the Parties, Noresco shall commence the preconstruction activities for the Project set forth in the scope of work attached to this letter as Exhibit A. Noresco will invoice the City monthly on or before the tenth day of each month, for preconstruction activities undertaken during the preceding month. The City will pay for the preconstruction activities undertaken by Noresco during the month in accordance with the invoice. The City and Noresco shall continue, using commercially reasonable efforts and in good fitith, to negotiate and draft definitive agreements relating to the development of the Project, including without limitation, an "Agreement for Power Generation Project," an "Operation and Maintenance Agreement," and an "Administrative Services Agreement" (collectively, the "Project Agreements"), acceptable in all respects to the City and Noresco, to be submitted for approval and signature on or before May 7, 2002, if possible, by the City Council of the City and the officers andJor directors of EIC, Each Party will indemnify, defend and hold harmless the other from any costs, 160 South 10th Street claims, damages, penalties or liability arising as a result of such Party's Colton. California 92324 performance of its obligations hereunder, excepting only such costs, claims, [9091370-5099 Committed to Our Community