1 AMENDMENT NO. 1
PROJECT AGREEMENT
NO. 3 BETWEEN AND
AMONG
THE TRANSMISSION AGENCY OF NORTHERN CALIFORNIA
AND ITS MEMBERS
This Amendment No. 1 to Project Agreement No. 3 (“Agreement”) by and among the Transmission Agency of Northern California, hereinafter referred to as "TANC," and its Members the Cities of Alameda, Healdsburg, Lodi, Lompoc, Palo Alto, Redding, Roseville, Santa Clara, and Ukiah; the Sacramento Municipal Utility District; the Modesto Irrigation District; the Turlock Irrigation District; and the Plumas- Sierra Rural Electric Cooperative, hereinafter referred to as “Members,” is hereby made and entered into as of , 2026 (“Amendment Effective Date”), based upon the following:
RECITALS
WHEREAS, TANC and its Members desire to modify certain provisions of the Agreement as provided herein;
WHEREAS, TANC and its Members seek to clarify that changes to Transfer Capability may be made without formally amending the Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, TANCand its Members agree as follows:
AMENDMENTS
1. The Table of Contents is revised to delete “Participation Percentages” and replace it with Participation Percentages (N-S)” as Appendix C.
2. The Table of Contents is revised to add as Appendix C-1 “Participation Percentages (S-N)”, following Appendix C: Participation Percentages (N-S).
3. The Table of Contents is revised to add as Appendix C-2 “Return of Layoff Percentages”, following Appendix C-1: Participation Percentages (S-N).
4. Thedefinition of “Betterment”inSection 1.4 oftheAgreement is revised by deleting the phrase “or sixteen hundred (1600) megawatts, whichever is less”.
5. The definition of “Executive Committee” in Section 1.8 of the Agreement is deleted in its entirety and replaced with “[Intentionally omitted]”.
6. The definition of “Fiscal Year” in Section 1.9 of the Agreement isrevised by deleting “September” and replacing it with “June”.
7. Section 1.22 of the Agreement is revised to add “and Appendix C-1” after “Appendix C”.
2 8. Section 1.30 of the Agreement is revised by deleting “Section 15060” and replacing it with “Part 101, Definition 34”.
9. Section 2.3.1 of the Agreement is revised to add “and Appendix C-1” after “Appendix C”.
10. Section 2.3.2 of the Agreement is deleted in its entirety and replaced with the following: “In the event that TANC’s entitlement to Transfer Capability changes, the Members’ Participation Percentages will be unchanged except as provided in this Agreement. Changes to Members’ Participation Percentages shall be permitted without an amendment to this Agreement as follows:
2.3.2.1 All revisions of Participation Percentages pursuant to this Section
2.3.2 shall require an affirmative vote of the Commission using the voting procedures provided in the Joint Powers Agreement.
2.3.2.2 Members shall be permitted to revise their Participation Percentages if one or more Members agree to accept an offsetting change in Participation Percentage. All Members whose Participation Percentage change must consent to the change in writing.
2.3.2.3 Members shall be permitted to acquire Transfer Capability from outside of TANC and transfer that capability to TANC, without amendment to this Agreement subject to an affirmative vote of the Commission using the voting procedures provided in the Joint Powers Agreement and written consent of the Members acquiring the Transfer Capability. Participation Percentages of all Members shall be changed so that the Member acquiring the Transfer Capability retains its existing Transfer Capability and obtains the additional Transfer Capability it has acquired, and is subject to, all the rights and obligations associated with the transfer.
2.3.2.4 Participation Percentage revisions shall (a) be recorded with an administrative amendment to Appendix C and Appendix C-1; and (b) result in the aggregate Participation Percentages of the Members of one hundred (100) percent.”
11. Section 2.3.3 of the Agreement isrevised by deleting “Column D” and replacing it with “or Appendix C-1”.
12. Section 3.1 of the Agreement is revised by deleting “its Executive Committee or”.
13. Section 4.1.1 of the Agreement is revised by deleting “the California Department of Water Resources,”.
14. Section 5.3 of the Agreement is revised by adding an internal cross-reference to “Section 2.3.2 and” before “Section 8.3”.
15. Section 7.4 of the Agreement is revised by deleting “, Column E” and replacing it with “and Appendix C-1”.
3 16. Section 12.1 of the Agreement is revised by deleting “telephone or in writing within twenty-four (24 hour}” and replacing it with “telephone, in writing, or by electronic mediawithin twenty-four(24) hours” both timesthislanguage is used.
17. Section16.1oftheAgreementisrevisedbyaddinganinternal cross-reference to Section “2.3.2,” after “Sections”.
18. Section 19 of the Agreement is revised to add “C-1, C-2,” between “Appendices A, B, C,” and “D, and E attached....................................................................................................”
19. Appendix C of the Agreement is deleted and replaced with the following table of the Current North to South Participation Percentages:
NEW (ENTITLEMENT AND SCHEDULING)
TANC
Member
Member
Percentage
Member MW
Entitlement
(North to
South)
MW Scheduling
Rights
(North to South)
MWScheduling
Rights %
(North to South)
SMUD 37.8074% 569.2140 558 37.7793%
MID 23.0546% 347.1014 341 23.0873%
TID 17.1458% 258.1407 253 17.1293%
Santa Clara 9.8108% 147.7077 145 9.8172%
Redding 10.0398% 151.1555 148 10.0203%
Roseville 2.1416% 32.2431 32 2.1666%
Alameda 0.0000% - - 0.0000%
Healdsburg 0.0000% - - 0.0000%
Lodi 0.0000% - - 0.0000%
Lompoc 0.0000% - - 0.0000%
Palo Alto 0.0000% - - 0.0000%
Plumas 0.0000% - - 0.0000%
Ukiah 0.0000% - - 0.0000%
Total 100.0000% 1,505.5625 1,477 100.0000%
Scheduling Rights include the 29MW layoff to WAPA
COTP
Participants
Participant
Percentage
Participant MW
Entitlement
(North to South)
MW Scheduling
Rights
(North to South)
MWScheduling
Rights %
(North to South)
TANC 88.5625% 1,505.5625 1,477 86.8824%
Western 9.3750% 159.3750 188 11.0588%
PG&E 2.0625% 35.0625 35 2.0588%
Total 100.0000% 1,700.0000 1,700 100.0000%
4 20. Appendix C-1 is added to the Agreement to include the following table of the Current South to North Participation Percentages:
TANC
Member
Member
Percentage
Member MW
Entitlement (South
to North)
MW Scheduling
Rights
(South to North)
SMUD 37.8074% 410.17 402.00
MID 23.0546% 250.12 245.00
TID 17.1458% 186.01 182.00
Santa Clara 9.8108% 106.44 105.00
Redding 10.0398% 108.92 107.00
Roseville 2.1416% 23.23 23.00
Alameda 0.0000% - -
Healdsburg 0.0000% - -
Lodi 0.0000% - -
Lompoc 0.0000% - -
Palo Alto 0.0000% - -
Plumas 0.0000% - -
Ukiah 0.0000% - -
Total 100.0000% 1,084.8906 1,064
COTP
Participants
Participant
Percentage
Participant MW
Entitlement
(South to North)
MW Scheduling
Rights
(South to North)
TANC 88.5625% 1,084.8906 1,064
Western 9.3750% 114.8438 136
PG&E 2.0625% 25.2656 25
100.0000% 1,225.0000 1,225
21. Appendix C-2 is added to the Agreement to include the following table to document the Return of Layoff Percentages:
5 22.AppendixE(BillingAddressesoftheParties)oftheAgreement is updated to include the billing address of the Cities of Alameda, Healdsburg, Lodi, Lompoc, Palo Alto, Redding, Roseville, Santa Clara, and Ukiah; the Sacramento Municipal Utility District; the Modesto Irrigation District; and the Turlock Irrigation District.
Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.
This Amendment will become effective when TANC and its Members have each signed below and shall be effective as of the Amendment Effective Date specified above. TANC and its Members intend that this Amendment shall not bind any Party unless it is executed by all Parties.
CITY OF ALAMEDA
By:
Name:
Title:
Date:
CITY OF HEALDSBURG
By:
Name:
Title:
Date:
CITY OF LODI
By:
Name:
Title:
Date:
6 CITY OF LOMPOC
By:
Name:
Title:
Date:
MODESTO IRRIGATION DISTRICT
By:
Name:
Title:
Date:
CITY OF PALO ALTO
By:
Name:
Title:
Date:
CITY OF REDDING
By:
Name:
Title:
Date:
7 CITY OF ROSEVILLE
By:
Name:
Title:
Date:
SACRAMENTO MUNICIPAL UTILITY
DISTRICT
By:
Name:
Title:
Date:
CITY OF SANTA CLARA
By:
Name:
Title:
Date:
TURLOCK IRRIGATION DISTRICT
By:
Name:
Title:
Date:
8 CITY OF UKIAH
By:
Name:
Title:
Date:
PLUMAS-SIERRA RURAL ELECTRIC
COOPERATIVE
By:
Name:
Title:
Date:
TRANSMISSION AGENCY OF NORTHERN
CALIFORNIA
By:
Name:
Title:
Date: