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<br />Feb 14 02 03i27p. Public Works
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<br />F,b-14-1001 01:00po Fe,."..;C. OF Ram,,,,
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<br />7146473345
<br />m m mz T-164 P 005/001 H62
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<br />p.5
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<br />Enclosw:e A
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<br />CONDITIONAL RF.l,EASE AND WAIVER
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<br />Effective upon payment by Southern California Edison Company ("Edison")
<br />to City of Santa Ana ("Seller") of Seller's Suspended Payment Amount, as defined
<br />below, Seller hereby releases and forever discharges Edison and each ohts
<br />parent, affiliates, subsidiaries, directors, officers, em.ployees, agents, insurers,
<br />attorneys, assigns and successors, by operation oflaw or otherwise, nom any and
<br />all known and unknown claims, including, but not limited to, claims for general,
<br />consequential, and exemplary daDlages. arising from or related to Edison's
<br />suspension of payments to Seller for electricity delivered to Edison by Seller
<br />during the period November 1,2000 through and including March 26, 2001.
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<br />Seller represents and warrants that it has not assigned or otherwise
<br />transferred, whether involuntarily or voluntarily, by operation oflaw 01"
<br />otherwise, any of the claims that are the subject of the foregoing release.
<br />Furthermore, with respect to the matters released herein, Seller waives the
<br />application of Civil Code Section 1542, which reads as follows:
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<br />"A ;-eneral release does not extend to claims which the
<br />creditor does not know or suspect to exist in his favor at the time of
<br />executing the release, which if known by him must have materially
<br />affected the settlement with the debtor."
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<br />"Seller's Suspended Payment Amount" is the amount set forth in the
<br />attached Exhibit 1, calculated as of March 1, 2002, but the interest component
<br />included in Seller's Suspended Payment Amount shall be subject to adjustment
<br />based on the actual date, if any, of payment by Edison of Seller's Suspended
<br />Payment Amount. In the event that Edison pays Seller's Suspended Payment
<br />Amount to Seller on or before May 31,2002 at 5:00 p.m. Pacific TIme, Edison shall
<br />not thereafter seek any adjustment to Seller's Suspended Payment Amount on the
<br />ground that either the energy or capacity price used to calculate such amount
<br />was, or is later detennined to have been, unlawful.
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<br />Further, effective upon payment tQ Seller of Seller's Suspended Payment
<br />Amount, Seller waives any right, pursuant to D.OI-0a-067 or otherwise, to receive
<br />semi-monthly payments for energy and capacity delivered to Edison.
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<br />Payment of Seller's Suspended Payment Amount shall be deemed made on
<br />the date, if any. that it has been deposited by Edison for delivery to Seller by nrst
<br />class or overnight mail.
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