Agenda packet — City Council and Authorities Concurrent, October 24, 2023 (part 3 of 7)

City of Santa Clara

Attachment No. 1
Bid Summary

23-847

REPORT TO COUNCIL

SUBJECT
Action on Award of Contract for the Storm Drain Slide Gate Rehabilitation Project to GSW Construction, Inc. and Adopting a Class 1 CEQA Categorical Exemption

BID SUMMARY Bid Opening Date: August 31, 2023
ENGINEER’S ESTIMATE: $ 442,000
Contractor Total Bid ($) Percentage above/below
Engineer’s Estimate
GSW Construction, Inc. $340,566 -23%
JMB Construction, Inc.

$465,000 5%
Valentine Corporation $487,369 10%
Pipe and Plant Solutions, Inc. $489,856 11%

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1116 Agenda Date: 10/24/2023

REPORT TO COUNCIL

SUBJECT
Action on Amendment No. 1 to the Western Area Power Administration Contract No. 09-SNR-01256 for Displacement of Base Resource to Extend the Agreement Term

BACKGROUND
The California Independent System Operator (CAISO) is one of eight balancing authorities in California who are charged with managing the electrical grid of a specific area. The CAISO controls most of California, and Silicon Valley Power (SVP) is part of the CAISO balancing area.

SVP has been in contract with the Western Area Power Administration (WAPA) since December 2000 for energy deliveries to the City from WAPA's hydroelectric power systems. In 2009, in response to the CAISO’s revised Market Redesign and Technology Upgrade (MRTU) program, the City Council approved and authorized SVP’s participation in WAPA’s Displacement Program through WAPA Contract 09-SNR-01256. The WAPA Displacement Program is a program that allows WAPA Customers in the CAISO area to exchange energy with WAPA Customers outside of the CAISO.

Such exchanges of energy results in fewer electricity import transactions into and out of the CAISO area and cost savings for the customers.

WAPA Contract 09-SNR-01256 is currently set to terminate on December 31, 2024.

DISCUSSION
During the current term of the Displacement Program, the City saved $3.33 million through its participation. However, since 2021, SVP’s participation has been limited for two reasons:

1. The CAISO has discouraged the displacement of energy, especially during a CAISO emergency when imports are short because the Displacement Program is not providing physical energy to the CAISO, but instead pulling energy out of the CAISO.

2. Resource Adequacy (RA) means that a utility has sufficient resources available to serve its electrical demand under all but the most extreme conditions. SVP has an RA commitment and can only displace energy above that commitment. For example, if SVP has an RA commitment of 100 MW and 101 MW is available, then SVP can only displace 1 MW of energy. The opportunity to displace is slim due to the RA commitment.

However, as the energy market continues to change, this program could provide benefits as seen pre -2021. Therefore, staff is recommending extending the agreement for two additional years, terminating on December 31, 2026.

ENVIRONMENTAL REVIEW
City of Santa Clara Printed on 10/20/2023Page 1 of 2
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23-1116 Agenda Date: 10/24/2023
This action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to section 15378(b)(4) of Title 14 of the California Code of Regulations as the amendment is primarily a cost-saving arrangement with no increase to electrical generation. Therefore, the proposed action does not involve any commitment to a specific project which may result in a potentially significant impact on the environment.

FISCAL IMPACT
Over the last five calendar years (2019-2023), participation in the Displacement Program resulted in $1.18 million savings to the City. The amount of savings made to the City each year could change depending on hydro conditions and the amount of energy available for exchange.

COORDINATION
This report has been coordinated with the Finance Department and City Attorney’s Office.

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION
Approve and authorize the City Manager to execute Amendment No. 1 to the Western Area Power Administration Contract No. 09-SNR-01256 for Displacement of Base Resource to extend the Agreement term for two additional years, terminating on December 31, 2026.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jōvan Grogan, City Manager

ATTACHMENTS

1. Amendment No. 1 to the Contract for Displacement of Base Resource

2. Contract for Displacement of Base Resource (Contract No. 09-SNR-01256) City of Santa Clara Printed on 10/20/2023Page 2 of 2
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Contract 09-SNR-01256

UNITED STATES

DEPARTMENT OF ENERGY

WESTERN AREA POWER ADMINISTRATION

SIERRA NEVADA REGION

AMENDMENT 1
(Extension)

TO THE

CONTRACT FOR DISPLACEMENT OF BASE RESOURCE

WITH

CENTRAL VALLEY PROJECT CUSTOMERS

Contract 09-SNR-01256
Amendment 1

UNITED STATES

DEPARTMENT OF ENERGY

WESTERN AREA POWER ADMINISTRATION

SIERRA NEVADA REGION

AMENDMENT 1
(Extension)

TO THE

CONTRACT FOR DISPLACEMENT OF BASE RESOURCE

WITH

CENTRAL VALLEY PROJECT CUSTOMERS

Section Table of Contents Page

1. Preamble ........................................................................................................ 1

2. Explanatory Recitals ....................................................................................... 1

3. Agreement ...................................................................................................... 2

4. Term of Amendment ....................................................................................... 2

5. Modification of Section 4 (Effective Date and Term of Contract) of the Displacement Contract ...................................................................... 2

6. Displacement Contract to Remain in Effect .................................................... 3

7. Authority to Execute ....................................................................................... 3

Resolution

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Amendment 1 to Contract 09-SNR-01256 1
Contract 09-SNR-01256
Amendment 1

UNITED STATES

DEPARTMENT OF ENERGY

WESTERN AREA POWER ADMINISTRATION

SIERRA NEVADA REGION

AMENDMENT 1
(Extension)

TO THE

CONTRACT FOR DISPLACEMENT OF BASE RESOURCE

WITH

CENTRAL VALLEY PROJECT CUSTOMERS

1. PREAMBLE:

This Amendment 1 to Contract 09-SNR-01256 (Displacement Contract) is made this ______________, between the United States of America, Department of Energy, Western Area Power Administration (WAPA) and the Central Valley Project (CVP) preference power customers signing this Contract and set forth in Exhibit A, all collectively called Parties.

2. EXPLANATORY RECITALS:

2.1 The Parties entered into the Displacement Contract on June 1, 2009. The Displacement Contract sets forth the terms and conditions of the Displacement Program.

2.2 Under the Displacement Contract, the Non-Direct Connect Customers (NDCC) First Preference Power or Base Resource is scheduled to the Direct Connect Customers (DCC) in the BANC/WAPA and TID balancing authority areas, and the DCCs provide an equal amount of energy in quality, quantity, and timing to the NDCCs from resources scheduled from or through the CAISO BA.

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Amendment 1 to Contract 09-SNR-01256 2

2.3 The purpose of the Displacement Program is to preserve the benefit of First Preference Power and Base Resource, create efficiencies, and minimize delivery costs among the NDCCs and the DCCs.

2.4 The Displacement Contract terminates on December 31, 2024. The Parties desire to extend the term of Displacement Contract as described in this Amendment.

3. AGREEMENT:

The Parties agree to the terms and conditions set forth herein.

4. TERM OF AMENDMENT:

This Amendment shall become effective upon execution and shall remain in effect concurrently with the Displacement Contract.

5. MODIFICATION OF SECTION 4 (EFFECTIVE DATE AND TERM OF CONTRACT) OF THE DISPLACEMENT CONTRACT:

The following subsection of Section 4 of the Displacement Contract is hereby modified as shown below:
“4.1 This Contract shall become effective on the first day WAPA designates, and shall remain in effect until midnight of December 31, 2026, subject to prior Termination, as otherwise provided for herein. All requirements set forth in Sections 4.1.1 and 4.1.4 herein must be met prior to this Contract becoming effective.”
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Amendment 1 to Contract 09-SNR-01256 3

6. DISPLACEMENT CONTRACT TO REMAIN IN EFFECT:

Except as expressly modified by this Amendment, said Displacement Contract shall remain in full force and effect, and this Amendment shall be subject to all provisions of the Displacement Contract, except as herein amended.

7. AUTHORITY TO EXECUTE:

Each individual signing this Amendment certifies that the Party represented has duly authorized such individual to execute this Amendment that binds and obligates the Party.

8. EXECUTION BY COUNTERPARTS:

This Amendment may be executed in any number of counterparts and, upon execution and delivery by each Party, the executed and delivered counterparts together shall have the same force and effect as an original instrument as if all Parties had signed the same instrument. Any signature page of this Amendment may be detached by any counterpart of this Amendment without impairing the legal effect of any signatures thereon and may be attached to another counterpart of this Amendment identical in form hereto, by having attached to it one or more signature pages.

9. ELECTRONIC SIGNATURES:

The Parties agree that this Amendment may be executed by handwritten signature or digitally signed using DocuSign, Adobe Sign or Adobe E-Signature. An electronic or digital signature is the same as a handwritten signature and shall be considered valid and acceptable.
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Amendment 1 to Contract 09-SNR-01256 4
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed the day and year first above written.

EASTSIDE POWER AUTHORITY

(Attest) By:

Name:

Title:

By: Address:

Title:

MARIN CLEAN ENERGY

(Attest) By:

Name:

Title:

By: Address:

Title:

MODESTO IRRIGATION DISTRICT

(Attest) By:

Name:

Title:

By: Address:

Title:

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Amendment 1 to Contract 09-SNR-01256 5

NORTHERN CALIFORNIA POWER AGENCY

(Attest) By:

Name:

Title:

By: Address:

Title:

POWER AND WATER RESOURCES

POOLING AUTHORITY

(Attest) By:

Name:

Title:

By: Address:

Title:

CITY OF REDDING

(Attest) By:

Name:

Title:

By: Address:

Title:

CITY OF ROSEVILLE

(Attest) By:

Name:

Title:

By: Address:

Title:

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Amendment 1 to Contract 09-SNR-01256 6

SACRAMENTO MUNICIPAL UTILITY DISTRICT

(Attest) By:

Name:

Title:

By: Address:

Title:

CITY OF SANTA CLARA
dba SILICON VALLEY POWER

(Attest) By:

Name:

Title:

By: Address:

Title:

TURLOCK IRRIGATION DISTRICT

(Attest) By:

Name:

Title:

By: Address:

Title:

WESTERN AREA POWER ADMINISTRATION

By:

Name: Arun K. Sethi
Title: Vice President of Power Marketing for
Sierra Nevada Region
Address: 114 Parkshore Drive
Folsom, California 95630

Date: June 24, 2009
To: City Manager for Council Action
From: John C. Roukema, Director of Electric Utility
Subject: Approval of Western Area Power Administration Contract 09-SNR-01256 for Displacement of Base Resources
EXECUTIVE SUMMARY:

The City of Santa Clara's Electric Utility, Silicon Valley Power (SVP), is requesting approval to enter into an agreement with Western Area Power Administration (Western) to preserve the value and benefits of energy deliveries to the City of Santa Clara from Western's hydroelectric power systems.

The California Independent System Operator (CAISO) implemented its revised Market Redesign and Technology Upgrade (MRTU) on April 1, 2009. As a part of this market redesign, a pricing scheme was implemented which devalues energy deliveries from Western to customers in the CAISO control area, including SVP. The new CAISO pricing scheme will price SVP's Western power deliveries as if they were being delivered at the California-Oregon Border instead of inside of California. This settlement scheme increases the cost of SVP's Western energy deliveries, on average, about $6.00 per MWH, costing the City of Santa Clara an additional $1,000,000 to $2,000,000 per year to serve its customers.

The Displacement Program Agreement allows for an exchange of energy to occur between Western customers located within the Sacramento Municipal Utilities District/Western Control Area and Western customers, like SVP, located within the CAISO Control Area. Such an exchange will result in few transactions at the intertie(s) where the CAISO pricing scheme has been implemented. A copy of Western Area Power Administration Contract 09-SNR-01256 is available for review in the Council offices.

ADVANTAGES AND DISADVANTAGES OF ISSUE:

The benefit to the City from this Displacement Program are derived through partially restoring more accurate pricing for SVP's Western power deliveries and thus reducing the costs for energy deliveries to serve the City. The value created for all parties is then shared among the participating Western Customers inside and outside the CAISO control area.

A minor disadvantage is that there will be more transactions to be tracked and settled among SVP and other Western customers. It is also possible that during very dry years, when hydroelectric power availability is very low, there may not be enough exchange opportunities to cover the administrative costs of the program. However, the participants intend to create a balancing account during wet (high water) years to cover such costs in dry years.

July 15, 2009
Ruth Nye
Western Area Power Administration
114 Parkshore Drive
Folsom, CA 95630
Dear Ms. Nye:

Enclosed are two originals of Contract 09-SNR-01256,
United States Department of Energy, Western Area Power
Administration, Sierra Nevada Customer Service Region,
Central Valley Project, California and Central Valley
Project Customers - Contract for Displacement of Base
Resource with the City of Santa Clara, California and
Western Area Power Administration. Please sign both
originals, retain one for your files and return one to
my attention.

If you have any questions, please contact me at
408.615.6672.

UNITED STATES

DEPARTMENT OF ENERGY

WESTERN AREA POWER ADMINISTRATION

SIERRA NEVADA CUSTOMER SERVICE REGION

CENTRAL VALLEY PROJECT, CALIFORNIA
AND

CENTRAL VALLEY PROJECT CUSTOMERS

CONTRACT FOR DISPLACEMENT OF BASE RESOURCE

UNITED STATES

DEPARTMENT OF ENERGY

WESTERN AREA POWER ADMINISTRATION

SIERRA NEVADA CUSTOMER SERVICE REGION

CENTRAL VALLEY PROJECT, CALIFORNIA
AND

CENTRAL VALLEY PROJECT CUSTOMERS

CONTRACT FOR DISPLACEMENT OF BASE RESOURCE
Section Table of Contents Page

1. PREAMBLE 1

2. EXPLANATORY RECITALS 1

3. AGREEMENT 4

4. EFFECTIVE DATE AND TERM OF CONTRACT 4

5. DEFINITION OF TERMS 7

6. DISPLACEMENT PROGRAM PRINCIPLES 9

7. SCHEDULING AND SETTLEMENTS 11

8. PAYMENT OBLIGATIONS 13

9. ENFORCEABILITY 14

10. GENERAL PROVISIONS 14

11. EXHIBITS MADE PART OF CONTRACT 18

12. EXECUTION IN COUNTERPART 19

SIGNATURE CLAUSE

RESOLUTIONS/CERTIFICATES

GENERAL POWER CONTRACT PROVISIONS

EXHIBIT A - LIST OF CUSTOMERS PARTICIPATING IN DISPLACEMENT

PROGRAM

EXHIBIT B - SETTLEMENTS AND SHARED SAVINGS METHODOLOGY

EXHIBIT C - DISPLACEMENT PROGRAM SCHEDULING PROCEDURES

EXHIBIT D - DISPLACEMENT PROGRAM WORKING GROUP

REPRESENTATIVES

UNITED STATES

DEPARTMENT OF ENERGY

WESTERN AREA POWER ADMINISTRATION

SIERRA NEVADA CUSTOMER SERVICE REGION

CENTRAL VALLEY PROJECT, CALIFORNIA
AND

CENTRAL VALLEY-PROJECT CUSTOMERS

CONTRACT FOR DISPLACEMENT
Do Not Date Here

1. PREAMBLE: This Contract is made this _ ,
2009, pursuant to the Acts of Congress approved June 17, 1902, (32 Stat. 388); August 26, 1937, (50 Stat. 844); August 4, 1939, (53 Stat. 1187); and August 4, 1977, (91 Stat. 565); and Acts amendatory or supplementary to the foregoing Acts; between the UNITED STATES OF AMERICA (United States), acting by and through the Administrator, Western Area Power Administration, Department of Energy, (hereinafter called Western) represented by the officer executing this Contract, or a duly appointed successor, hereinafter called the Contracting Officer, and the Central Valley Project (CVP) preference power customers signing this Contract and set forth in Exhibit A, all collectively called Parties.

2. EXPLANATORY RECITALS:

2.1 Consistent with Western's final 2004 Power Marketing Plan (Marketing Plan), Western provides First Preference Power (FPP) to First Preference Customers under a full requirements contract and a percentage of the Base Resource and Hourly Exchange power (BR) to Central Valley Project (CVP) customers under a base resource contract. First Preference Customers and CVP customers that are not directly connected to Western's transmission system shall be referred to as Non-Direct Connect Customers (NDCC) and they are identified in Exhibit A to this Contract. First Preference Customers and CVP customers that are directly connected to Western's transmission system shall be referred to as Direct Connect Customers (DCC) and they also are identified in Exhibit A to this Contract.

2.2 Western provides power for project purposes (Project Use) prior to marketing power to preference entities. The loads served by Project Use, reside both in and out of the California Independent System Operator Corporation (CAISO) Balancing Authority (BA), and are both non-directly and directly connected to Western's transmission system.

2.3 The Federal Energy Regulatory Commission (FERC) accepted the CAISO's proposed Integrated Balancing Authority Area (IBAA) proposal on September 19, 2008. The CAISO implemented the IBAA proposal simultaneously with the start-up of its Market Redesign and Technology Upgrade (MRTU).

2.4 Under IBAA, imports from the Sacramento Municipal Utility District (SMUD)/Western and Turlock Irrigation District (TID) BAs into the CAISO BA are priced differently than exports from the CAISO BA into the SMUD/Western and TID BAs and therefore could result in adverse financial impacts to both the NDCCs and the DCCs. The Parties believe that the CAISO's discriminatory and arbitrary pricing proposal may expose both the NDCCs and the DCCs to increased financial exposure, unreasonable congestion and loss charges, and unpredictable pricing outcomes. The Parties further believe that the IBAA pricing proposal may have the effect of rendering sales to the CAISO from the SMUD/Western and TID BAs uneconomic in certain circumstances to the ultimate detriment of the Parties' ratepayers.

2.5 The loads that the NDCCs are serving with power received under their full requirements contracts, or base resource contracts are located in the CAISO BA, resulting in the NDCCs incurring charges from the CAISO for imports of FPP and BR into the CAISO BA from the SMUD/Western and TID BAs.

2.6 At times the DCCs export resources out of the CAISO BA into the SMUD/Western and TID BAs, resulting in DCCs incurring charges from the CAISO.

2.7 The NDCCs and the DCCs would like to create a Displacement Program under which the NDCCs FPP or BR would be scheduled to the DCCs in the SMUD/Western and TID BAs, and the DCCs would in turn schedule an equal amount of energy in quality, quantity, and timing to the NDCCs from resources scheduled from or through the CAISO BA.

2.8 Pursuant to the Marketing Plan, Western provides the BR, Optional Purchase, and Custom Products. In light of the CAISO's IBAA program, Western is offering the Displacement Program as a means to continue to fully effectuate its Marketing Plan.

2.9 Western's customers cannot resell federal power provided under Western's contracts without Western's consent. Western supports protecting the value of the FPP and BR and consents to the transactions envisioned by this Displacement Program and is willing to facilitate a Displacement Program of FPP and BR with the NDCCs and the DCCs, subject to the terms and conditions set forth in this Contract.

2.10 The purpose of the Displacement Program is to preserve the benefit of the FPP and BR, create efficiencies, and minimize delivery costs among the NDCCs and the DCCs.

2.11 Although this Contract documents the terms and conditions for a Displacement Program for FPP and BR, it does not preclude the future inclusion of Project Use under the Displacement Program at such time as Western has coordinated with the Bureau of Reclamation and they both have deemed it appropriate for Project Use to be included. The terms and conditions for the inclusion of Project Use would be determined at that time. The objective will be to include Project Use under the existing terms and conditions of this Contract, however there may be a need for modifications to this Contract. In addition, a separate contract may be needed between Western and the Bureau of Reclamation to document the terms and conditions under which Project Use would be included in the Displacement Program.

3. AGREEMENT:

The Parties agree to the terms and conditions set forth herein.

4. EFFECTIVE DATE AND TERM OF CONTRACT:

4.1 This Contract shall become effective on the first day Western designates, and shall remain in effect until midnight of December 31, 2024, subject to prior ///
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Termination, as otherwise provided for herein. All requirements set forth in Sections 4.1.1 and 4.1.4 herein must be met prior to this Contract becoming effective.

4.1.1 The Displacement Program Administrator Contract has been executed by the CVP Corporation, Western, and at least one DCC and one NDCC, and if required by the terms of Section 6 of the Displacement Program Administrator Contract such DCC and NDCC have paid their $3,400.00 payment to CVP Corporation.

4.1.2 The Displacement Scheduling Aggregator Contract between the CVP Corporation and the Displacement Scheduling Aggregator has been executed by the CVP Corporation and the Displacement Scheduling Aggregator.

4.1.3 The Displacement Scheduling Coordinator Contract (Exhibit C to Contract 03-SNR-00583) has been executed by the CVP Corporation and Western, and the funds advanced by each DCC and NDCC to the CVP Corporation under Section 4.1.1 above have been sent to Western to establish the trust account required under Exhibit C to Contract 03-SNR- 00583.

4.1.4 The Displacement Program Billing Agent Contract has been executed by the CVP Corporation and the Displacement Program billing agent.

4.2 The Parties agree that only with Western's consent any CVP Customer or First Preference Customer, or Project Use customer not currently a party to this Contract may execute this Contract and begin participating in the Displacement Program. Western may add such additional customers at any time during this Contract. Such participation by such additional customers would begin as soon as: (1) the appropriate system changes are made by Western; (2) Western coordinates with the Displacement Program Aggregator to test for and verify proper data exchange between the Parties; and (3) Western issues a revised Exhibit A to all Parties to this Contract. This process is expected to take up to seven (7) business days after execution of this Contract by any new customer.

4.3 At any time during the term of this Contract, any individual NDCC or DCC, or Western acting on behalf of the DCCs and/or NDCCs it represents under this Contract may terminate its participation under this Contract for any reason upon twenty-eight (28) calendar days advance written notice to all other Parties. Such termination shall be effective no earlier than the first day of the calendar month that falls at least 28 calendar days after such notification is provided. After a NDCC or a DCC has requested termination of its participation, Western will modify Exhibit A as appropriate to remove such NDCC or DCC.

4.4 The Parties agree that Western shall have the right to make unilateral changes to Exhibit A to reflect the current Parties to the Contract.

4.5 Each time a revision is made to Exhibit A, Western will also issue an authenticated copy of Exhibit A to the Displacement Program Administrator and the Displacement Scheduling Aggregator listed in Exhibit C to the Contract.

4.6 This Contract will remain in effect as long as there is at least one NDCC and one DCC listed in Exhibit A, unless terminated earlier by Western in accordance with Section 4.7.

4.7 Western, on behalf of itself, may terminate the Displacement Program for any reason by providing thirty (30) calendar days advance written notice to the other Parties to this Contract. Such termination shall be effective no earlier than the first day of the calendar month that falls at least 30 calendar days after such notification is provided. Termination by Western of this Contract terminates Western's consent for displacement and no further displacements under this Contract may take place after the date of termination.

4.8 All obligations incurred hereunder by any individual DCC, NDCC, or Western acting on behalf of the NDCCs and/or DCCs it represents under this Contract shall be preserved until satisfied.

5. DEFINITION OF TERMS:

Unless defined in Section 5 of this Contract or defined elsewhere in this Contract, all terms used in this Contract with initial capitalization shall have the same meaning as those contained in the Master Definitions Supplement of the CAISO Tariff. In addition, as used herein, the following terms whether singular or plural, or used with or without initial capitalization, shall have the following meanings:

5.1 "Base Resource" means CVP and Washoe Project power output, as determined by Western to be available for marketing, after (1) meeting the requirements of Project Use and First Preference Customers, and (2) any other adjustments required for maintenance, regulation, reserves, transformation losses, and ancillary services. For the purpose of this Contract BR shall also include energy from the Hourly Exchange Program.

5.2 "CAISO" means the California Independent System Operator Corporation or its successor.
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5.3 "Displacement Program" means the program developed by Western, the NDCCs and DCCs and documented in this Contract to provide for the displacement of BR, FPP and Project Use.

5.4 "Displacement Program Administrator" means the entity responsible for administering the Displacement Program.

5.5 "Displacement Program Administrator Contract" means the contract which outlines the responsibilities of the Displacement Program Administrator and also defines the cost responsibilities of the NDCCs and the DCCs related to the costs associated with the Displacement Program. All Parties to this Contract as well as the Displacement Program Administrator will execute the Displacement Program Administrator Contract.

5.6 "Displacement Scheduling Aggregator" means the entity that has contracted with the Displacement Program Administrator to perform the duties related to determining allocation of costs and benefits among the Parties to this Contract related to the Displacement Program.

5.7 "First Preference Customer" means a customer or preference-qualified entity located within Trinity, Calaveras, or Tuolumne Counties, California, as specified under the Trinity River Division Act (69 Stat. 719) and the New Melones provisions of the Flood Control Act of 1962 (76 Stat. 1173, 1191 -1192).

5.8 "First Preference Power" means capacity and energy available under a First Preference Customer entitlement, which is the sum of 1) CVP generation, including energy exchanges with other entities; and 2) purchases made to meet the combined Project Use and First Preference Customer loads.

5.9 "Hourly Exchange Program" means the program in which all Base Resource energy in excess of a CVP customer's load is retained by Western and offered by Western for sale to other CVP customers.

5.10 "Marketing Plan" means Western's 2004 Power Marketing Plan for the Sierra Nevada Region.

5.11 "Project Use" means the power used to operate CVP and Washoe Project facilities in accordance with authorized purposes and pursuant to Reclamation Law.

6. DISPLACEMENT PROGRAM PRINCIPLES:

6.1 In executing transactions related to the Displacement Program, NDCCs and DCCs shall not encourage or engage in any type of market manipulation, collusion, or other unlawful practices associated with the energy market.

6.2 The Displacement Program is non-discriminatory and open to all CVP and Project Use customers.

6.3 The Displacement Program shall be administered in accordance with sound business management practices and in a financially prudent manner.

6.4 The Displacement Program shall be administered so that it is consistent with the terms and conditions of the "Adjustment of Base Resource Percentage" section of the BR contracts which precludes the resale of Federal power. ///
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6.5 The Displacement Program shall be administered so that it ensures that both NDCCs and DCCs get the physical benefit associated with their FPP or BR allocation or their Project Use.

6.6 The intent of the Parties is to share benefits evenly (50/50) between the NDCCs and the DCCs, recognizing that the sharing methodology may not always result in a perfect 50/50 sharing. If the benefit sharing becomes significantly disproportionate to one Party or one class of Parties, the Parties will revise the settlements and scheduling processes on a prospective basis using the procedure identified in Exhibit D.

6.7 The Displacement Program is not intended to shift or increase any Party's costs.

6.8 Nothing in this Contract alters the rights, obligations or duties of the Parties under their BR or FPP Contracts. All Parties shall continue to pay their BR or FPP percentage share of Western's costs, as set forth in each of their respective BR or FPP contracts regardless of BR and FPP quantities participating in the Displacement Program.

6.9 The administration and sharing of benefits arising from the implementation of the Displacement Program shall treat all Parties fairly.

6.10 DCCs shall not take more FPP, BR, or Project Use under the Displacement Program than their available loads consistent with the terms and conditions of the "Electric Service Furnished by Western" section of the BR contracts.

6.11 The environmental attributes (which can include but is not necessarily limited to: carbon dioxide emissions and renewable power attributes) of all resources used for the Displacement Program by the Parties shall remain with the Parties originally contracting for said resources.

6.12 The Displacement Program is intended to be structured like an energy exchange. The Parties recognize, however, that the CAISO's MRTU does not have mechanisms allowing for classic energy exchanges because of the Day- Ahead and Real-Time energy market structures developed by the CAISO whereby the CAISO becomes the
de facto purchaser of energy injections into
and within the CAISO BA, and the de facto seller of energy to all loads within and exports from the CAISO BA. However, the Parties also recognize that market mechanisms, such as the Inter-SC Trade, have been developed within the MRTU Tariff to allow parties to transact at specific points of exchange within the CAISO BA (i.e. Generator PNode, Existing Zone Trading Hub and Load Aggregation Point).

6.13 Costs and benefits of Congestion Revenue Right (CRR) positions taken by the Parties are excluded from the Displacement Program.

7. SCHEDULING AND SETTLEMENTS:

7.1 Exhibit B to this Contract documents the settlements process identified and agreed to by the Parties, and includes the shared savings methodology for allocating Displacement Program benefits and/or costs associated with exercising displacement. Exhibit B includes the agreed-upon CAISO charges which are incorporated within the shared savings calculations. ///
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7.2 Exhibit C documents the scheduling process as identified and agreed to by the Parties for implementing the Displacement Program.

7.3 Displacement of an NDCC's BR, FPP and Project Use will occur with DCC resource positions within or through the CAISO BA.

7.4 BR, FPP, and Project Use used by DCCs under the Displacement Program must be implemented within the same time/scheduling period as BR, FPP, and Project Use offered by the NDCCs.

7.5 The scheduling process for the Displacement Program will function within existing scheduling timeframes, as may be modified from time-to-time, including the Western timeframe for scheduling of BR, FPP and Project Use.

7.6 The Parties will use established market mechanisms to model an energy exchange as closely as possible (i.e. CAISO Inter-SC Trades, Western schedules).

7.7 NDCCs may elect, but are not required, to offer all or a portion of their respective BR or FPP allocations, or their Project Use on an hourly basis on any day for participation in the Displacement Program ("Offered Displacement Energy").

7.8 DCCs may elect, but are not required, to use all or a portion of their Displacement Program allocation on an hourly basis on any day ("Elected Displacement Energy").

7.9 The allocation methodology for sharing of the Offered Displacement Energy by the DCCs is set forth in Exhibit C.

7.10 The Displacement Program Administrator is identified in Exhibit C to this Contract. The duties of the Displacement Program Administrator are identified in Exhibit C to this Contract.

7.11 The Displacement Scheduling Aggregator is identified in Exhibit C to this Contract. The duties of the Displacement Scheduling Aggregator are identified in Exhibit C to this Contract.

7.12 Upon execution of this Contract, each Party shall designate a representative to participate in the Displacement Program Scheduling and Settlements Working Group ("Working Group"). Exhibit D will contain the representative for each Party and the duties of the Working Group. A Party may at any time, change its representative to the Working Group by providing written notice to Western. When Western is notified of a change to a Party's representative, Western will update Exhibit D.

8. PAYMENT OBLIGATIONS:

8.1 The Parties shall settle and be invoiced for Displacement Program transactions using the time frames determined by the Parties that best fit with CAISO settlements and billing time frames. Settlement and billing time frames are documented in Exhibit B, and shall be modified from time-to-time by the Working Group under the terms and conditions of Exhibit D as necessary.

8.2 The Displacement Program Administrator will be responsible for settling the collection and payment of Displacement Program benefits between the Parties. These benefits are set forth in the Settlements and Shared Savings Methodology procedures which are documented in Exhibit B, and shall be modified from time-to-time by the Working Group under the terms and conditions of Exhibit D as necessary.

9. ENFORCEABILITY:

It is not the intent of the Parties that this Contract confer any rights on third parties to enforce the provisions of this Contract except as required by law or express provision in this Contract. Except as provided in this Section 9, this Contract may be enforced, or caused to be enforced, only by Western, the NDCCs, and the DCCs, or their successors or assigns.

10. GENERAL PROVISIONS:

10.1 Integration: This Contract constitutes the entire agreement among the Parties with reference to the subject matter hereof, and supersedes all prior and contemporaneous understandings or agreements, oral or written, among the Parties with respect to the subject matter of this Contract. There are no other agreements, representations, warranties, or covenants, which constitute any part of the consideration for or any condition to, any Party's compliance with its obligations under this Contract.

10.2 Waiver of Consequential Damages: No Party hereunder shall be liable for special, incidental, exemplary, indirect or consequential damages, whether based on contract or tort (including such Party's own negligence) and including, but not limited to, loss of profits or revenue, loss of use of the equipment or any associated equipment, cost of capital, cost of purchased power, cost of substitute equipment, facilities or services, downtime costs, or claims of customers of either Party for such damages, (including intentional action, willful action, gross or ordinary negligence, or force majeure); provided, however, that a Party may seek equitable or other non-monetary relief as may be necessary to enforce this Contract and that damages for which a Party may be liable to another Party under another agreement will not be considered damages under this Contract.

10.3 Notices: Any notice, demand, or request in accordance with this Contract, unless otherwise provided in this Contract, shall be in writing and shall be deemed properly served, given, or made if delivered in person or sent by first class United States mail, postage prepaid, by confirmed electronic facsimile or by prepaid commercial courier service to a Party via its signatory to the Contract, or a Party's successor in that position, at the addresses used in this Contract. Any Party may at any time change the designation or address of a person specified for purposes of written notice. Such a change shall not constitute an amendment to this Contract.

10.4 Uncontrollable Forces: No Party shall be considered to be in default in respect to any obligation hereunder if prevented from fulfilling such obligation by reason of Uncontrollable Force. The term "Uncontrollable Force" for the purpose of this Contract shall mean any cause beyond the control of the Party affected, including but not limited to flood, earthquake, storm, lightning, fire, epidemic, war, riot, civil disturbance, labor disturbance, sabotage, and restraint by court or public authority, which Uncontrollable Forces, by exercise of due diligence and foresight, such Party could not reasonably have been expected to avoid. The Party rendered unable to fulfill any obligation by reason of Uncontrollable Force shall exercise commercially reasonable efforts to remove such inability with all reasonable dispatch.

10.5 Waiver: The failure of a Party to this Contract to insist, on any occasion, upon strict performance of any provision of this Contract will not be considered a waiver of any obligation, right, or duty of, or imposed upon, such Party. Any waiver at any time by a Party of its rights with respect to this Contract shall not be deemed a continuing waiver or a waiver with respect to any other failure to comply with any other obligation, right, or duty of this Contract. Any waivers at any time by any Party of its rights with respect to any default under this Contract, or with respect to any other matter arising in connection with this Contract, shall not constitute or be deemed a waiver with respect to any subsequent default or other matter arising in connection with this Contract. Any delay, short of the statutory period of limitations, in asserting or enforcing any right under this Contract shall not constitute or be deemed a waiver of such right.

10.6 Legal Representation and Fees: Western may be required to provide legal representation and/or pay for any costs (including judgments) related to legal or regulatory proceedings related to the Displacement Program. The customers participating in the Displacement Program during the time frame associated with any legal or regulatory proceeding, agree to pay Western its legal fees and costs (including any judgment against Western) on a pro rata share based on each party's respective liability or responsibility calculated as that party's megawatthours of participation during the time frame associated with the legal or regulatory proceeding.

10.7 Contingent Upon Appropriations and Authorization: Where activities provided for in the Contract extend beyond the current fiscal year, continued expenditures by the Western are contingent upon Congress making the necessary appropriations required for the continued performance of Western's obligations under the Contract. In case such appropriation is not made, the NDCCs and DCCs hereby release Western from its contractual obligations and from all liability due to the failure of Congress to make such appropriation.

10.8 Covenant Against Contingent Fees: The NDCCs and DCCs warrant that no person or selling agency has been employed or retained to solicit or secure the Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the NDCCs and DCCs for the purpose of securing business. For breach or violation of this warranty, Western shall have the right to annul the Contract without liability or in its discretion to deduct from the Contract price or consideration the full amount of such commission, percentage, brokerage, or contingent fee.

10.9 Contract Work Hours and Safety Standards: The Contract, to the extent that it is of a character specified in Section 103 of the Contract Work Hours and Safety Standards Act (Act), 40 U.S.C. § 3701, as amended or supplemented, is subject to the provisions of the Act, 40 U.S.C. §§ 3701-3708, as amended or supplemented, and to regulations promulgated by the Secretary of Labor pursuant to the Act.

10.10 Equal Opportunity Employment Practices: Section 202 of Executive Order No. 11246, 30 Fed. Reg. 12319 (1965), as amended by Executive Order No. 12086, 43 Fed. Reg. 46501 (1978), as amended or supplemented, which provides, among other things, that the NDCCs and DCCs will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin, is incorporated herein by reference the same as if the specific language had been written into the Contract, except that Indian Tribes and tribal organizations may apply Indian preference to the extent permitted by Federal law.

10.11 Use of Convict Labor: The NDCCs and DCCs agree not to employ any person undergoing sentence of imprisonment in performing the Contract except as provided by 18 U.S.C. § 3622(c), as amended or supplemented, and Executive Order No. 11755, 39 Fed. Reg. 779 (1973), as amended or supplemented.

10.12 Authority: The undersigned hereby represents that he or she has the requisite power and authority to bind the applicable Party to the terms and obligations of this Contract.

10.13 Choice of Law and Forum: This Contract is made and entered into in the State of California. Interpretation of this Contract, and performance and enforcement thereof, shall be determined in accordance with California law or Federal law as applicable.

11. EXHIBITS MADE PART OF CONTRACT:

Exhibit A (List of Customers Participating in Displacement Program), Exhibit B (Settlements and Shared Savings Methodology), Exhibit C (Displacement Program Scheduling Procedures), and Exhibit D (Displacement Program Working Group Representatives) existing under this Contract may vary during the term hereof. Each of said exhibits shall become a part of this Contract during the term fixed by its provisions.

Exhibits A, B, C, and D are attached hereto, and each shall be in force and effect in accordance with its terms until respectively superseded by a subsequent exhibit, as allowed by the terms of each exhibit. The Parties agree that Western shall have the right to make unilateral changes to Exhibits A through D to this Contract, as described herein. Each time a revision is made to any one of the exhibits, Western will issue an authenticated copy of such exhibit to all Parties to this Contract. Any time that a Party receives an authenticated copy of an exhibit, that Party shall have thirty (30) days to provide written notification to Western of its intent to terminate its participation under this Contract. The effective termination date shall be in accordance with the termination time frame set forth in Section 4.3 herein. If a Party does not provide notice within the thirty (30) day time period allowed for termination, then the Party is deemed to have accepted the revised exhibit.

12. EXECUTION IN COUNTERPART:

This Contract may be executed in a number of counterparts and shall constitute a single document with the same force and effect as if each Party had signed all other counterparts.

NDCC
Resolution/Certificate No.

Contract 09-SNR-01256
Power & Water Resources Pooling Authority
Resolution 09-05-05

RESOLUTION AUTHORIZING AND DIRECTING THE GENERAL MANAGER TO

ENTER INTO CONTRACTS ENABLING THE DISPLACEMENT OF CENTRAL

VALLEY PROJECT BASE RESOURCE ALLOCATIONS FOR THE PURPOSE OF

ACHIEVING EFFICIENCIES AND MINIMIZING DELIVERY COSTS
WHEREAS, the Power and Water Resources Pooling Authority (Pooling Authority) was created by a Joint Powers Agreement to, among other things, study, promote, develop, conduct, finance, acquire, construct, and/or operate water and energy-related projects and programs; and
WHEREAS, the Pooling Authority Parties and Stakeholders, as defined in the Joint Powers Agreement, have signed an Aggregation Services Agreement ("ASA") under which the Authority provides aggregated electric services to electric accounts designated by Parties and Stakeholders that are signatories to the ASA ("Project Participants"), and WHEREAS, the Western Area Power Administration ("Western") markets the surplus generation from the Central Valley Project pursuant to its 2004 Power Marketing Plan ("Marketing Plan"); and
WHEREAS, pursuant to the Marketing Plan, Western executed Base Resource Contract 04-SNR-00722 ("Base Resource Contract") with the Pooling Authority on August 12, 2004; and WHEREAS, the Pooling Authority executed a Membership Agreement with the Central Valley Project Corporation ("CVP Corp") in August 2008; and WHEREAS, certain Base Resource customers are not directly connected to Western's transmission system ("NDCCs") and other Base Resource customers are directly connected to Western's transmission system ("DCCs"); and
WHEREAS, all Pooling Authority Project Participants are NDCCs except Byron-Bethany Irrigation District which is a DCC; and
WHEREAS, the Federal Energy Regulatory Commission conditionally approved the Integrated Balancing Authority Area ("IBAA") proposal of the California Independent System operator ("CAISO") on September 19, 2008 such that the CAISO implemented the IBAA proposal simultaneously with the start-up of its Market Redesign and Technology Upgrade ("MRTU"); and
WHEREAS, implementation of IBAA could result in adverse financial impacts to both the NDCCs and the DCCs because imports from the Sacramento Municipal Utility District ("SMUD")/Western and Turlock Irrigation District ("TID") Balancing Authorities ("BAs") to the CAISO BA are priced differently than exports from the CAISO BA into the SMUD/Western and TID BAs; and
WHEREAS, the NDCCs and DCCs believe that the CAISO's MRTU pricing proposal may expose them to increased financial exposure, unreasonable congestion and loss charges, and unpredictable pricing outcomes as well as have the effect of causing sales to the CAISO 1 of 33
from the SMUD/Western and TID BAs to be uneconomic in certain circumstances to the ultimate detriment of the NDCC and DCC ratepayers; and
WHEREAS, the loads that the NDCCs are serving with power received under their Base Resource Contracts incur charges from the CAISO for imports from the SMUD/Western and TID Bas and at times the DCCs export resources out of the CAISO BA into the SMUD/Western and TID BAs, resulting in DCCs incurring charges from the CAISO; and WHEREAS, the NDCCs and the DCCs seek to create a Displacement Program under which the NDCCs Base Resource can be scheduled to the DCCs in the SMUD/Western and TID BAs, and the DCCs in turn can schedule an equal amount of energy in quality, quantity, and timing to the NDCCs from resources scheduled from or through the CAISO BA; and WHEREAS, in consideration of the CAISO's IBAA program, Western is offering the Displacement Program through Contract 09-SNR-01256 ("Displacement Contract") as a means to continue to fulfill the intent of the 2004 Power Marketing Plan; and WHEREAS, the CVP Corp has agreed to be the Displacement Program Administrator as described in the Displacement Contract; and
WHEREAS, the CVP Corp will contract with a Displacement Scheduling Aggregator who will be responsible for scheduling the displaced Base Resource energy between DCCs and NDCCs on an hourly basis, calculating the savings statements, and preparing corresponding financial reports which will be used as input for invoicing; and WHEREAS, the CVP Corp will contract with a Scheduling Coordinator which will schedule the trades between the DCCs and NDCCs to the CAISO; and WHEREAS, the CVP Corp will contract with a Billing Agent to collect and make payments to and from the participants as calculated by the Displacement Scheduling Aggregator and collect fees from the participants to make payments for the service contracts required to enable the displacement transactions; and
WHEREAS, the CVP Corp Participant Exhibit C establishes the repayment mechanisms necessary to pay for the program costs incurred by CVP Corp in performing its administrative responsibilities.

NOW, THEREFORE, BE IT RESOLVED that the Pooling Authority Board of Directors hereby:

1. Finds that it is reasonable and consistent with the purpose and objective of the ASA for the Pooling Authority to participate in the Displacement Program which is being established to preserve the value and benefit of the Pooling Authority's Base Resource allocations, create efficiencies amongst Central Valley Project customers, and minimize delivery costs among the Non-Direct Connect Customers and the Direct Connect Customers.

2. Authorizes the General Manager to execute and implement the Displacement Contract, attached as Exhibit A to this Resolution, and the Participant Exhibit C Agreement, attached as Exhibit B to this Resolution, with the prior approval of General Counsel as to the form of the final, executable versions.
2 of 33

3. Authorizes this Resolution to take effect immediately upon its adoption.

PASSED AND ADOPTED by the Pooling Authority Board of Directors this 4 th day of Novembe
r 2009, by the following vote on roll call:

EXHIBIT A
(List of Customers Participating in Displacement Program)

1. This Exhibit A, to be effective under and as a part of Contract 09-SNR-01256 (Contract) shall become effective upon execution of the Contract; and shall remain in effect until either superseded by another Exhibit A or termination of the Contract.

2. Western will unilaterally revise this Exhibit A, as needed, to reflect those customers who become signatories to this Contract. The Parties agree that they have granted Western the right to make unilateral changes to Exhibit A in accordance with the terms and conditions agreed to by the Parties and set forth in Section 11 of the Contract. Each time a revision is made to this Exhibit A Western will issue an authenticated copy of the revised exhibit to all Parties to this Contract.

2.1 The following customers have signed the Contract:

Customer Custo
mer
ID
Nos.

Base Resource
Contract
Base
Resource
Percentage
Custo-
mer
Design-
ation
(DCC or
NDCC)
Schedu-
ing
Point
Pricing
Point
Eastside Power
Authority
22 00-SNR-00360 0.64423% NDCC TRCY
PGAE

CAPTJACK
_5_N505
Modesto Irrigation
District
26 00-SNR-00331 0.46871% DCC WESTLY
TSLA

SMDB AS
R_APND
Northern California
Power Agency
29 04-SNR-00782 17.53465% NDCC TRCY
PGAE

CAPTJACK
_5_N505
Power and Water
Resources Pooling
Authority
36 04-SNR-00722 6.83196% NDCC Cotton
wood

CAPTJACK
_5_N510
City of Roseville 39 00-SNR-00345 4.58170% DCC TRCY
PGAE

SMDA AS
R APND
Sacramento Municipal
Utility District
40 00-SNR-00346 31.25000% DCC RANCHO
SECO
SMD8 AS
R_APND
Turlock Irrigation
District
49 00-SNR-00354 0.40622% DCC WESTLY
LBNS
SMDC
ASR
Silicon Valley Power 44 00-SNR-00352 9.06592% NDCC TRCY PGAE

CAPTJACK
5 N505
Western Area Power
Administration (on
behalf of the following
customers):

Custo
mer
ID
Nos.

Base Resource
Contract
Base
Resource
Percent
age
Custo-
mer
Design-
ation
(DCC or
NDCC)
Schedul
ing Point
Pricing
Point
Beale Air Force Base 1 00-SNR-00317 1.43261% NDCC TRCY
PGAE

CAPTJACK
5 N505
Travis Air Force Base 2 00-SNR-00319 0.93301% NDCC TRCY PGAE

CAPTJACK
5 N505
City of Avenal 3 00-SNR-00302 0.04130% NDCC TRCY
PGAE

CAPTJACK
5 N505
California Medical
Facility, Vacaville
10 00-SNR-00313 0.11952% NDCC TRCY
PGAE

CAPTJACK
_5_N505
Deuel Vocational
Institution
12 00-SNR-00311 0.11288% NDCC TRCY
PGAE

CAPTJACK
_5_N505
Northern California
Youth Correctional
Center
13 00-SNR-00312 0.11288% NDCC TRCY
PGAE

CAPTJACK
_5_N505
Defense Logistics
Agency
18 00-SNR-00338 0.51794% NDCC TRCY
PGAE

CAPTJACK
_5_N505
East Bay Municipal
Utility District
20 00-SNR-00314 0.11469% NDCC TRCY
PGAE

CAPTJACK
_5_N505
Lassen Municipal
Utility District
24 00-SNR-00326 0.50397% NDCC TRCY
PGAE

CAPTJACK
_5_N505
Naval Air Station,
Lemoore
31 00-SNR-00334 1.50552% NDCC TRCY
PGAE

CAPTJACK
_5_N505
Naval Radio Station,
Dixon
30 00-SNR-00334 0.06076% NDCC TRCY
PGAE

CAPTJACK
_5_N505
Pittsburg Power
Company
34 00-SNR-00340 0.33201% NDCC TRCY
PGAE

CAPTJACK
_5_N505
City and County of
San Francisco
41 00-SNR00347 0.38605% NDCC TRCY
PGAE

CAPTJACK
_5_N505
Shelter Cove Resort
Improvement District
No. 1
144 05-SNR-00880 0.03320% NDCC TRCY
PGAE

CAPTJACK
_5_N505
University of
California, Davis
53 00-SNR-00346 1.19591% NDCC TRCY
PGAE

CAPTJACK
_5_N505
Calaveras Public
Power Agency
6 00-SNR-00361 N/A NDCC TRCY
PGAE

CAPTJACK
_5_N505
Sierra Conservation
Center
14 00-SNR-00362 N/A NDCC TRCY
PGAE

CAPTJACK
_5_N505
Trinity Public Utilities
District
47 00-SNR-00363 N/A NDCC TRCY
PGAE

CAPTJACK
_5_N505
Tuolumne Public
Power Agency
48 00-SNR-00364 N/A NDCC TRCY
PGAE

CAPTJACK
_5_N505

2.2 The following customers have authorized Western to participate in the Displacement Program on their behalf:

Western revised Exhibits A and D to the Contract to reflect the Power and Water Resources Pooling Authority's (PWRPA) participation in the program. Therefore, enclosed for your records is an original of the following documents:
• Exhibit A, Revision 5 to the Contract; and
• Exhibit D, Revision 5 to the Contract
Also enclosed for your records is a copy of PWRPA's signature page to the Contract.

Western will send you copies of all other participant's signature pages as they are received and executed by Western. If you have any questions, please contact Mr. Hiroshi Kashiwagi of my staff at (916) 353-4477.

Enclosures
Exhibit A, Revision 5 to
Contract 09-SNR-01256

EXHIBIT A
(List of Customers Participating in Displacement Program)

1. This Exhibit A, Revision 5 to be effective under and as a part of Contract 09-SNR-01256 (Contract) shall become effective on
and shall
remain in effect until either superseded by another Exhibit A or termination of the Contract.

2. Western will unilaterally revise this Exhibit A, as needed, to reflect those customers who become signatories to this Contract. The Parties agree that they have granted Western the right to make unilateral changes to Exhibit A in accordance with the terms and conditions agreed to by the Parties and set forth in Section 11 of the Contract. Each time a revision is made to this Exhibit A, Western will issue an authenticated copy of the revised exhibit to all Parties to this Contract.

2.1 The following customers have signed the Contract:

2.2 The following customers have authorized Western to participate in the Displacement Program on their behalf:

IN WITNESS WHEREOF, the Parties have caused this Contract to be executed the day and year first above written.

Mr. John Roukema
Director of Electric Utility
City of Santa Clara
Silicon Valley Power
1500 Warburton Avenue
Santa Clara, CA 95050-3713
Dear Mr. Roukema:

The Western Area Power Administration (Western) and the City of Santa Clara, Silicon Valley Power (SVP) are parties to Contract 09-SNR-01256 (Contract). This Contract provides for SVP's participation in Western's Base Resource Displacement Program. Effective July 1, 2010, the California Independent System Operator's FERC Fee increased. Effective August 1, 2010, the Trinity County Public Utilities District will no longer be participating in the Displacement Program. Western revised Table B-1 of Attachment 1 to Exhibit B and Exhibit A to the Contract to reflect these changes.

Therefore, enclosed for your records are originals of Attachment 1, Revision 7, to Exhibit B, Revision 10, and Exhibit A, Revision 6 to the Contract. If you have any questions, please contact Mr. Hiroshi Kashiwagi of my staff at (916) 353-4477.

Sincerely,
Enclosures
Exhibit A, Revision 6 to
Contract 09-SNR-01256

EXHIBIT A
(List of Customers Participating in Displacement Program)

1. This Exhibit A, Revision 6 to be effective under and as a part of Contract 09-SNR-01256 (Contract) shall become effective on August 1, 2010; and shall remain in effect until either superseded by another Exhibit A or termination of the Contract.

2. Western will unilaterally revise this Exhibit A, as needed, to reflect those customers who become signatories to this Contract. The Parties agree that they have granted Western the right to make unilateral changes to Exhibit A in accordance with the terms and conditions agreed to by the Parties and set forth in Section 11 of the Contract. Each time a revision is made to this Exhibit A, Western will issue an authenticated copy of the revised exhibit to all Parties to this Contract.

2.1 The following customers have signed the Contract:

Exhibit A, Revision 6 to
Contract 09-SNR-01256

2.2 The following customers have authorized Western to participate in the Displacement Program on their behalf:

Department of Energy
Western Area Power Administration
Sierra Nevada Customer Service Region
114 Parkshore Drive
Folsom, California 95630-4710
i" i 5 ':>w
Mr. John Roukema
Director of Electric Utility
City of Santa Clara
Silicon Valley Power
1500 Warburton Avenue
Santa Clara, CA 95050-3713
Dear Mr. Roukema:

The Western Area Power Administration (Western) and the City of Santa Clara, Silicon Valley Power(SVP) are partiesto Contract 09-SNR-01256 (Contract). This Contract provides for SVP's participationin Western's Base Resource DisplacementProgram(Program). Enclosed for your records are the following:
• Exhibit A, Revision 7, to the Contract. Western revised Exhibit A to remove Onizuka Air Force Base as a Program participant.
• Exhibit D, Revision 6, to the Contract. Western revised Exhibit D to update the Program Working Group Representative list.
• Attachment 1, Revision 19, to Exhibit B, Revision 10. Western revised Attachment 1 due to a change in the FERC Fee Settlement setforth in Table B-l of the attachment. This change was effective June 1, 2011.
• Attachment 1, Revision 20, to Exhibit B, Revision 10. Western revised Attachment 1 due to changesthe California IndependentSystem Operator(CAISO) is implementing effective January 1, 2012. The end result from theCAISO's changes is a decreaseto the Avoided Fixed TransactionChargesassociatedwith the Program,also set forth in Table B-l of the attachment.

Although the Programhas been suspended until April or Mayof next year, Western will continue to provide exhibit revisions to the Contract,as necessary. If you have any questions, please contact Mr. Hiroshi Kashiwagi of my staff at (916) 353-4477.

Sincerely,
Enclosures
Sonja A. Anderson
Power Marketing Manager
Exhibit A, Revision 7 to
Contract 09-SNR-01256

EXHIBIT A
(List of Customers Participating in Displacement Program)

1. This Exhibit A, Revision 7 to be effective under and as a part of Contract 09-SNR-01256 (Contract) shall become effective on November 1, 2011; and shall remain in effect until either superseded by another Exhibit A or termination of the Contract.

2. Western will unilaterally revise this ExhibitA, as needed, to reflect those customers who become signatories to this Contract. The Parties agree that they have granted Western the rightto make unilateralchanges to ExhibitA in accordance with the terms and conditions agreed to by the Parties and set forth in Section 11 of the Contract. Each time a revision is made to this Exhibit A, Western will issue an authenticated copy of the revised exhibit to all Parties to this Contract.

2.1 The following customers have signed the Contract:

Customer Custo
mer
ID
Nos.

Base Resource
Contract
Base
Resource
Percentage
Custo
mer
Design
ation
(DCC or
NDCC)
Schedu-
ing
Point
Pricing
Point
Eastside Power
Authority
22 00-SNR-00360 0.64423% NDCC TRCY
PGAE

CAPTJACK
5_N505
Modesto Irrigation
District
26 00-SNR-00331 0.46871% DCC WESTLY
TSLA

SMDB ASR
_APND
Northern California
Power Agency
29 04-SNR-00782 17.53465% NDCC TRCY
PGAE

CAPTJACK
5_N505
Power and Water
Resources Pooling
Authority
36 04-SNR-00722 6.68588% NDCC Cotton
wood

CAPTJACK
5_N510
City of Redding 38 00-SNR-00344 8.49986% DCC TRCY
PGAE

SMDA ASR
APND
City of Roseville 39 00-SNR-00345 4.58170% DCC TRCY
PGAE

SMDA ASR
APND
Sacramento Municipal
Utility District
40 00-SNR-00346 31.25000% DCC RANCHO
SECO
SMD8 ASR
_APND
Silicon Valley Power 44 00-SNR-00352 9.06592% NDCC TRCY PGAE

CAPTJACK
5 N505

Page 1 of 2 ends

ORIGINAL
Exhibit A, Revision 7 to
Contract 09-SNR-01256

2.2 The following customers have authorized Western to participate in the Displacement Program on their behalf:

Western Area Power
Administration (on
behalf of the following
customers):

Custo
mer
ID
Nos.

Base Resource
Contract
Base
Resource
Percent
age
Custo
mer
Design
ation
(DCC or
NDCC)
Schedul
ing Point
Pricing
Point
Beale Air Force Base 1 00-SNR-00317 1.43261% NDCC TRCY
PGAE

CAPTJACK
5 N505
Travis Air Force Base 2 00-SNR-00319 0.96621% NDCC TRCY PGAE