Energy Purchase and Sale Agreement between Mirant Americas Energy Marketing, LP and Southern California Water Company (March 2001)

Summary

This agreement confirms that Mirant Americas Energy Marketing, LP will sell, and Southern California Water Company will purchase, specified quantities of CAISO energy at a fixed price from April 1, 2001, to December 31, 2006. Deliveries are scheduled according to California Independent System Operator (CAISO) protocols, with defined peak and off-peak hours. The agreement is governed by the WSPP enabling agreement under Utah law. Both parties are obligated to schedule and accept energy deliveries unless prevented by uncontrollable forces as defined by CAISO rules.

EX-10.22 2 a72607ex10-22.txt EXHIBIT 10.22 1 EXHIBIT 10.22 MIRANT AMERICAS ENERGY MARKETING, LP TRANSACTION CONFIRMATION Date: March 19, 2001 To: Southern California Water Company The following shall confirm the agreement reached on March 16, 2001 between Mirant Americas Energy Marketing, LP ("Mirant") and Southern California Water Company. - ----------------------------------------------------------------------------------------------------------- Buyer: Southern California Water Company Seller: Mirant Americas Energy Marketing, LP 630 E. Foothill Blvd. 1155 Perimeter Center West San Dimas, CA ###-###-#### Suite 130 Atlanta, GA 30338 Attn: Attn: Confirms Department Phone: (909) 394-7427 Phone: (678) 579-5000 Fax: (909) 394-7427 Fax: (678) 579-5755 Reference #: Reference #: 695257 Scheduling: Scheduling: (678) 579-3009 - ----------------------------------------------------------------------------------------------------------- Quantity (MW): 15 Quantity (MWhrs): 423,600 Price (S/MW?): 95.00 Type of energy: CAISO Energy Start date: April 1, 2001 End date: December 31, 2006 Day of Week: Mon-Sat - Peak hours Hours: HE 0700 - 2200 PPT Including NERC Holidays - ----------------------------------------------------------------------------------------------------------- Delivery Point: SP 15 Scheduling: Power deliveries shall be scheduled with the California Independent System Operator (CAISO) as a Schedule Coordinator to Schedule Coordinator transaction. Scheduling timelines shall be consistent with ISO tariffs, protocols, operating procedures, and scheduling practices. Special Provisions: "CAISO Energy" means with respect to a Transaction, a Product under which the Seller shall sell and the Buyer shall purchase a quantity of energy equal to the hourly quantity without Ancillary Services (as defined in the Tariff) that is or will be scheduled as a schedule coordinator to schedule coordinator transaction pursuant to the applicable tariff and protocol provisions of the California Independent System Operator ("CAISO") (as amended from time to time, the "Tariff") for which the only excuse for failure to deliver or receive is an "Uncontrollable Force" (as defined in the Tariff). Enabling Agreement: WSPP governed by Utah Law, Effective 02/01/2001 as may be amended from time to time. Other: If the above accurately reflects your understanding of our agreement, please indicate your approval by signing a copy of this letter and returning it via fax to Mirant Americas Energy Marketing. Failure to object to the terms in this letter or respond within two business days shall be deemed acceptance. - ----------------------------------------------------------------------------------------------------------- Southern California Water Company Mirant Americas Energy Marketing, LP by Mirant Americas Development, Inc., its general partner By: /s/ JOEL A. DICKSON By: /s/ [Signature Illegible] ------------------------------------------ ----------------------------------------------------- Name: Joel A. Dickson Name: Title: Vice President Title: All dollar figures are in US Dollars.

2 MIRANT AMERICAS ENERGY MARKETING, LP TRANSACTION CONFIRMATION Date: March 19, 2001 To: Southern California Water Company The following shall confirm the agreement reached on March 16, 2001 between Mirant Americas Energy Marketing, LP ("Mirant") and Southern California Water Company. - ----------------------------------------------------------------------------------------------------------- Buyer: Southern California Water Company Seller: Mirant Americas Energy Marketing, LP 630 E. Foothill Blvd. 1155 Perimeter Center West San Dimas, CA ###-###-#### Suite 130 Atlanta, GA 30338 Attn: Attn: Confirms Department Phone: (909) 394-7427 Phone: (678) 579-5000 Fax: (909) 394-7427 Fax: (678) 579-5755 Reference #: Reference #: 695088 Scheduling: Scheduling: (678) 579-3009 - ----------------------------------------------------------------------------------------------------------- Quantity (MW): 15 Quantity (MWhrs): 332,760 Price (S/MW?): 95.00 Type of energy: CAISO Energy Start date: April 1, 2001 End date: December 31, 2006 Day of Week: 6x8 Off Peak M-Sat 8 hrs, Sun & Hours: HE 0100 - 0600 & HE 2300 - Hol 24 2400 PPT Including NERC Holidays - ----------------------------------------------------------------------------------------------------------- Delivery Point: SP 15 Scheduling: Power deliveries shall be scheduled with the California Independent System Operator (CAISO) as a Schedule Coordinator to Schedule Coordinator transaction. Scheduling timelines shall be consistent with ISO tariffs, protocols, operating procedures, and scheduling practices Special Provisions: "CAISO Energy" means with respect to a Transaction, a Product under which the Seller shall sell and the Buyer shall purchase a quantity of energy equal to the hourly quantity without Ancillary Services (as defined in the Tariff) that is or will be scheduled as a schedule coordinator to schedule coordinator transaction pursuant to the applicable tariff and protocol provisions of the California Independent System Operator ("CAISO") (as amended from time to time, the "Tariff") for which the only excuse for failure to deliver or receive is an "Uncontrollable Force" (as defined in the Tariff). Enabling Agreement: WSPP governed by Utah Law, Effective 02/01/2001 as may be amended from time to time. Other: If the above accurately reflects your understanding of our agreement, please indicate your approval by signing a copy of this letter and returning it via fax to Mirant Americas Energy Marketing. Failure to object to the terms in this letter or respond within two business days shall be deemed acceptance. - ----------------------------------------------------------------------------------------------------------- Southern California Water Company Mirant Americas Energy Marketing, LP by Mirant Americas Development, Inc., its general partner By: /s/ JOEL A. DICKSON By: /s/ [Signature Illegible] ------------------------------------------ ----------------------------------------------------- Name: Joel A. Dickson Name: Title: Vice President Title: