Shasta Lake City Council
March 15, 2022

CITY COUNCIL

MEETING AGENDA
City Council Chambers
4488 Red Bluff St
Shasta Lake, CA 96019
Tuesday, March 15, 2022 at 6:00 PM

OTHER WAYS TO PARTICIPATE IN THE MEETING
• Watch a livestream of the meeting online or view the recording any time after the meeting concludes at the following: cityofshastalake.org/meetings
• Submit public comment by mail or email addressed to City Clerk, City of Shasta Lake, PO Box 777, Shasta Lake, CA 96019 or [email protected]. Mailed and emailed comments must be received one day prior to the meeting to be included.

Facial coverings should be worn in compliance with State recommendations. Please maintain a distance of 6 ft. from others not from your household. Thank you for helping us to protect the health of our Council, staff, and members of the public.

1.0 6:00 PM CALL TO ORDER – REGULAR MEETING
Call to order (please place electronic devices on silent) Statement for the record of Council members present
Pledge of Allegiance and Invocation
The Brown Act prohibits the Council from taking action on any item not placed on the Agenda in most cases.

The Brown Act requires any non-confidential documents or writings distributed to a majority of the City Council less than 72 hours before a regular meeting to be made available to members of the public at the same time they are distributed.

Should supplemental materials to be evaluated in the decision-making process be made available to the members of the legislative body at the meeting, seven (7) copies must be provided to the City Clerk who will distribute them.

Councilmembers are encouraged to contact the City Manager prior to the meeting with questions or concerns regarding any item on the Agenda so that their questions and concerns can be adequately addressed at the meeting.

Agenda packets are available for public review at City Hall, 4477 Main Street, Shasta Lake, CA during normal business hours of 7:00 a.m. to 4:00 p.m. weekdays, excluding holidays.

In Compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please call (530) 275-7407. Notification 48 hours prior to the meeting is requested to enable the City to make reasonable arrangements to ensure accessibility to this meeting (28 CFR 35.102-35.104 ADA Title II).

2.0 AWARDS/RECOGNITIONS
Proclamation for Week of the Young Child.

Proclamation for Fair Housing Month followed by short presentation by Access Home.

3.0 COMMUNICATIONS

3.1 Public Comment Period:

This time is set aside for citizens to address the City Council on matters listed on the Consent Agenda as well as other items not included on the Regular Agenda. If your comments concern an item noted on the regular agenda, please address the Council when that item is open for public comment. Each speaker is allocated three (3) minutes to speak. Speakers may not cede their time. Comments should be limited to matters within the jurisdiction of the City. Council discussion or action cannot be taken on items not listed on the agenda other than to receive comments.

Speaker forms are available from the City Clerk, 4477 Main Street, Shasta Lake, on the City’s website, or at the back of the meeting hall. If you have documents to present to members of Council, please provide a minimum of seven copies.

3.2 Presentations:

3.3 Commission/Committee Reports/Outside Agency Reports:

Outside Agency Reports:

CVHS Sober Grad
Central Valley Youth Falcons
Shasta Dam Area Little League

4.0 CONSENT AGENDA
NOTICE: The items listed under the Consent Agenda are considered routine business and will be voted on together by one motion unless a Council Member requests a specific item to be removed and discussed separately.

4.1 Acceptance of the regular meeting minutes of March 1, 2022. Page 5

4.2 Information item for Checks, E-payments and Wires:
01/18/2022$1,260,811.91
01/28/2022 $248,054.91
02/10/2022 $332,288.51
02/17/2022 $1,588,707.98
02/24/2022$828,882.72
03/03/2022 $694,741.39
Payrolls:
02/25/2022 $180,249.90
03/11/2002 $172,969.17

5.0 PUBLIC HEARINGS

6.0 REGULAR AGENDA

6.1 Discussion and possible action on a Resolution authorizing a loan reservation of Community Development Block Grant Disaster Recovery (CDBG-DR) Multifamily Housing Program Funds in the amount of $1,331,634 for the Shasta Lake Apartments Project, part of the larger Downtown Revitalization Project located at the 4600 block of Shasta Dam Blvd.

6.2 Discussion and possible action on a Resolution approving the Power Management and Administrative Services Agreement and Facilities Agreement with the Northern California Power Agency and authorizing the City Manager to execute the agreements on the City’s behalf.

6.3 Discussion and possible action on a Resolution verifying review of the 2021 Annual General Plan and Housing Element Progress reports and directing submission to the California Department of Housing and Community Development (HCD) and the California Department of Planning and Research (OPR).

6.4 Discussion and possible action on a Resolution authorizing the City Manager to accept real property (Govt. Code 27281).

6.5 Discussion and possible action on a Resolution approving supplemental appropriation of $2,350,000.00 and authorizing the City Manager to complete the necessary documents to purchase real property located at 064-440-029 (3570 Iron Court), 064-440-08, and 064-440-009.

7.0 COMMUNICATIONS

7.1 Staff Comments/Reports
Staff report on Water Supply & Water Shortage Contingency Plan Stage.

7.2 City Council Comments/Reports
This is the time set aside for Council Members, who may so desire, to give brief comments or reports concerning City matters. The City Council may not enter into discussion on matters reported. Statements made by individual Council Members should not be interpreted as a statement of the City Council. The City Council only takes action by majority vote. • Brief reports by members of the Council regarding correspondence, events and/or meetings attended, and upcoming meetings/events.
• Suggestions/motions for future agenda items.
• In compliance with Assembly Bill 1234, Council will report on attendance at conferences/meetings/events where expenses are reimbursed by the City.

8.0 ADJOURNMENT
Meetings are broadcast on the Wednesday following the meeting at 6 pm and the following Friday at 2 pm on Charter Channel 181.

Videos of Meetings are also available on-line through the City website www.cityofshastalake.org

PROCLAMATION
A CITY OF SHASTA LAKE MAYOR’S PROCLAMATION RECOGNIZING
THE WEEK OF THE YOUNG CHILD, APRIL 2-9, 2022
Whereas, First 5 Shasta, in conjunction with the National Association for the Education of Young Children (NAEYC), are celebrating the Week of the Young Child™, April 2-9, 2022; and
Whereas, these organizations are working to promote and inspire high quality early childhood experiences for our county’s youngest citizens, that can provide a foundation of learning and success for children in Shasta Lake; and
Whereas, teachers and others who work with or on behalf of young children birth through age five, who make a difference in the lives of young children in Shasta Lake deserve thanks and recognition; and
Whereas, public policies that support early learning for all young children are crucial to young children’s futures and to the prosperity of our society; I, Rich Kern, Mayor of Shasta Lake, do hereby proclaim April 2-9, 2022 as the Week of the Young Child™ in Shasta Lake, CA and encourage all citizens to work to support and invest in early childhood in Shasta Lake.

Dated this 15th day of March 2022
RICK KERN, Mayor

PROCLAMATION

A CITY OF SHASTA LAKE CITY COUNCIL PROCLAMATION RECOGNIZING APRIL 2022 AS FAIR HOUSING MONTH
WHEREAS, the City of Shasta Lake joins with the United States Department and Urban Development (HUD) and other housing agencies in celebration of the anniversary of the passage of the Fair Housing Act, which enunciates a national policy of fair housing for all who live in the United States.

WHEREAS, Title VIII of the Civil Rights Act of 1968, as amended, prohibits discrimination in housing and declares it is a national policy to provide, within constitutional limits, for fair housing in the United States; and
WHEREAS, the principle of Fair Housing is not only national law and national policy, but a fundamental human concept and entitlement for all Americans; and WHEREAS, the Fair Housing Act prohibits discrimination based on race, color, religion, sex, handicap, familial status, and national origin; and
WHEREAS, the State of California additionally prohibits discrimination because of sexual orientation, marital status, ancestry, source of income, disability, medical condition, and age; and WHEREAS, adequate housing is a basic need and right of all people; and WHEREAS, the City encourages and supports fair housing practices and to heighten public awareness, the City of Shasta Lake pledges its commitment to improve housing options and celebrates the value of harmonious and diverse communities by promoting Fair Housing Law.

NOW, THEREFORE, BE IT RESOLVED that the Shasta Lake City Council proclaims the month of April 2022 as Fair Housing Month in the City of Shasta Lake.

Dated this 15th day of March 2022
RICK KERN, Mayor
Report and Recommendations 3.3 Reviewed and Approved
City Manager

AGENDA ITEM
City Council
TO: Mayor and City Council Members
FROM: Whitney Zeller, Community and Economic Development Manager DATE: March 15, 2022
SUBJECT: Outside Agency Funding Reports – Fiscal Year 2020-2021 FILE NO.: F-200-060-000
RECOMMENDATION:

Receive a presentation from:

CVHS Sober Grad
CV Youth Falcons
Shasta Dam Area Little League
BACKGROUND:

The City of Shasta Lake provides annual funding support to various outside agencies for services that will be utilized towards the benefit of our community. City Council has requested periodically to receive written/verbal reports on the expenditure status of the awarded funds. Staff notified agencies awarded funds for Fiscal Year 2020-21 and scheduled them to attend meetings between January 18, 2022 and March 15, 2022.

Agencies will have a member report on the status of their funding and expenditures.

Agencies reporting at the March 15, 2022 City Council meeting include the following:

CVHS Sober Grad: Received $1,500 for Sober Grad activities CV Youth Falcons: Received $500
Shasta Dam Area Little League: Received $500 for field lights, new equipment, and field improvements
FISCAL IMPACTS:

None
Shasta Dam Area Little League Update Provided by Travis Humphrey, SDALL President The funds awarded through the Outside Agency Funding Program are being used to repair the existing batting cage. The new net alone was $750 +tax and the rest of the money will go to replacing the cables, carabiners, turnbuckles, and other hardware.

MEETING OF THE CITY OF SHASTA LAKE CITY COUNCIL

MINUTES OF THE REGULAR MEETING
HELD TUESDAY MARCH 1, 2022 AT THE
CITY COUNCIL CHAMBERS, 4488 RED BLUFF ST, SHASTA LAKE, CALIFORNIA

1.0 6:00 PM CALL TO ORDER - Regular Session
Mayor Kern convened the regular meeting at 6:02 PM
Council Members present: Doyle, Powell, Kern
Council Members absent: Morgan, Watkins

2.0 AWARDS AND RECOGNITIONS

3.0 COMMUNICATIONS

3.1 Public Comment:

Jim Mark spoke regarding nuclear fall-out and water supply.

3.2 Presentations:

Introduction of Lieutenant Tyler Thompson as new Shasta Lake Station Commander.

Kent Dagg – Presentation on Affordable Workforce Housing Task Force.

3.3 Commission/Committee reports:

Outside Agency Funding Reports from:

Heritage Roasting Company
United Way of California
Youth Options Shasta

4.0 CONSENT AGENDA

4.1 Acceptance of the regular meeting minutes of February 15, 2022.

4.2 Resolution authorizing the City Manager to accept real property (Govt. Code 27281).

Item was pulled to be addressed at a future meeting when all Council is present.

4.3 Resolution CC-2022-31 establishing the regular Park and Recreation Advisory Committee meeting time as the 2nd Thursday of each month at 4:30 PM in the Larry J. Farr Community Center.

Item was pulled to be discussed.

4.4 Ordinance CC-ORD-2022-292 approving Municipal Code Amendments (Z22-01) to Title 17-Zoning and Title 16-Subdivisions

4.5 Acceptance of the minutes of the special meeting of the Parks and Recreation Advisory Commission on February 16, 2022.

Minutes – March 1, 2022

4.6 Information item for Checks, E-payments and Wires:
12/20/2021 $1,469,348.34
12/23/2021 $141,087.19
01/06/2021 $402,038.80
Payrolls:
01/22/2022 $180,175.35
02/05/2022 $171,873.14
02/19/2022 $177,249.87
Motion/Vote:

By motion made/seconded (Powell/Doyle), and carried, the consent items were approved.

5.0 PUBLIC HEARINGS None

6.0 REGULAR AGENDA

6.1 Discussion and possible action to approve the submittal of a Functional Classification Change for Local Streets and Roads.

Motion/Vote:

By motion made/seconded (Powell/Doyle), and carried, Resolution CC-2022-32 was approved.

7.0 COMMUNICATIONS

7.1 Staff Comments.

7.2 Councilmembers reported on recent events and meetings they attended.

8.0 ADJOURNMENT
With no further business, Mayor Kern adjourned the meeting at 7:09 pm. _____________________________
TONI M. COATES, CMC, City Clerk

Report and Recommendations 6.1
Reviewed and Approved
City Manager

AGENDA ITEM
City Council
TO: Mayor and City Council Members
FROM: Whitney Zeller, Community and Economic Development Manager DATE: March 15, 2022
SUBJECT: Community Development Block Grant Disaster Recovery (CDBGDR) Multifamily Housing Program Loan Reservation in the Amount of $1,331,634 for the Shasta Lake Apartments Project, a 49-Unit Affordable Housing Project, Part of the Larger Downtown Revitalization Project.

FILE NO.: G-100-050-580
RECOMMENDATION:

The recommended action is to adopt a resolution authorizing a loan reservation of Community Development Block Grant Disaster Recovery Multifamily Housing Program (CDBG-DR-MHP) funds in the amount of $1,331,634 for the Shasta Lake Apartments Project, a 49-Unit Affordable Housing Project, part of the larger Downtown Revitalization Project, located at the 4600 Block of Shasta Dam Boulevard.

BACKGROUND:

The City was awarded a total of $1,530,614 in CDBG-DR-MHP grant funds by the State of California Department of Housing and Community Development (HCD) in response to the 2018 fires. The Standard Agreement with HCD details that $1,331,634 of these funds will be expended as Activity Funds and $198,980 will be expended as Activity Delivery Funds.

The CDBG-DR-MHP funds must be used to assist in the creation of affordable rental housing. The program requires that projects include low to moderate income-housing rental households (<80% of the Area Median Income), they must have a minimum of 8 total units with a minimum of 4 affordable units, or 30% of units, whichever is greater, and projects must be completed and occupied by May 31, 2026. Eligible use of funds include architectural and engineering design, permitting fees, developer fees, mobilization, site prep, clean up, construction, reconstruction, rehabilitation costs, and acquisition costs.

Funding will be provided in the form of a 55-year, 0% simple interest loan with an affordability term of 20 years to ensure the Project remains affordable to low-income tenants. Funding will address a financial gap not to exceed 40% of the total Project cost.

The City released a Notice of Funding Availability (NOFA) on November 8, 2021 requesting qualified proposals for the CDBG-DR Multifamily Housing Program. The NOFA/RFP were published on the City’s website, sent to a list of qualified developers, and posted on CIPLIST.com. Following the closing date of the RFP on February 7, 2022, the City received one application from ADK Properties LLC. The application requests funding for the Shasta Lake Apartments project in the amount of $1,330,000. The project would leverage CDBGDR-MHP funds with an AHSC/ADH Loan, Low-Income Housing Tax Credit Equity, and a Construction Loan, for a total estimated project budget of $38,069,200.

The City’s Loan Committee reviewed and approved the application for recommendation to Council on February 25. The Loan Committee noted that the City had a total of $1,331,634 18-CDBG-DR-MHP direct project funds available in the program budget. With the requested loan amount resulting in a difference of $1,634 from the total available funding ($1,331,634), the Loan Committee increased the requested amount by $1,634 and finalized a recommended loan amount of $1,331,634.

The recommended action would reserve up to $1,331,634 in CDBG-DR-MHP funds for land acquisition, architectural and engineering design, and supervisory costs associated with the project. In order for the City to make a firm funding commitment, it must submit the application to HCD for final review and approval. The project must also comply with various federal overlay requirements and receive HCD’s and the U.S. Department of Housing and Urban Development’s (HUD) approval.

If Council approves a loan reservation, staff would return at a future City Council meeting for approval of the loan, provided that HCD and HUD approve the project, and HCD provides the City with a notice to proceed for issuance of the loan.

ADK Properties LLC anticipates securing the required funding for the Project over the next year and beginning construction in November 2023, with an estimated completion of construction in May 2025.

FISCAL IMPACTS:

The reservation of $1,331,634 in CDBG-DR-MHP funds for the Shasta Lake Apartments Project would be fully funded by grant funds. Once the State has reviewed and approved the proposed project, the final loan commitment would be made. The remaining $ 198,980 of CDBG-DR-MHP grant funds would be used to cover Activity Delivery expenses, including administrative costs.

ATTACHMENTS:

Draft Resolution
ADK Properties LLC - Loan Application
RESOLUTION CC-2021-XX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SHASTA LAKE

AUTHORIZING A LOAN RESERVATION OF COMMUNITY DEVELOPMENT

BLOCK GRANT DISASTER RECOVERY (CDBG-DR) MULTIFAMILY HOUSING PROGRAM FUNDS IN THE AMOUNT OF $1,331,634 FOR THE SHASTA LAKE

APARTMENTS PROJECT, PART OF THE LARGER DOWNTOWN
REVITALIZATION PROJECT, A 49-UNIT AFFORDABLE HOUSING PROJECT LOCATED AT THE 4600 BLOCK OF SHASTA DAM BLVD.

WHEREAS, the 2018 wildfires caused significant damage to the County of Shasta; and WHEREAS, the City has been awarded an allocation of Community Development Block Grant Disaster Recovery Multifamily Housing Program (CDBG-DR-MHP) funding from the State of California Department of Housing and Community Development (HCD) for the development of multifamily housing; and
WHEREAS, on November 28, 2021 the City issued a Notice of Funding Availability for up to $$1,331,634 in CDBG-DR-MHP funding; and
WHEREAS, the City received one application for $1,330,000 for permitting fees, developer fees, and land acquisition costs for the Shasta Lake Apartments Project, which would construct a 49-unit affordable housing project (“Project”); and WHEREAS, the Project meets the NOFA’s requirements and selection criteria, including demonstrated project readiness; and
WHEREAS, CDBG-DR-MHP projects recommended by local jurisdictions for funding must be submitted to HCD for approval in conformance with the Policies and Procedures of the CDBG-DR Program; and
WHEREAS, City Council has considered all information related to this matter, as presented at the public meetings of the City Council identified herein, including any supporting reports by City Staff, and any information provided during public meetings.

NOW, THEREFORE, BE IT RESOLVED that the City of Shasta Lake City Council as follows:

1. The City Council hereby finds that the facts set forth in the recitals to this Resolution are true and correct and establish the factual basis for the City Council’s adoption of this Resolution.
•
•

2. The City Council hereby authorizes the City Manager to establish and document the terms by which the City will reserve CDBG-DR-MHP loan funds in the amount of $1,331,634 for the development of the Project.

3. The City Council hereby authorizes the City Manager to submit the final application for the Project to HCD in conformance with the Policies and Procedures of the CDBG-DR Multifamily Housing Program.

4. This Resolution shall take effect immediately upon its adoption.

PASSED, APPROVED, AND ADOPTED this 15th day of March 2022 by the following vote:

AYES:

NOES:

ABSENT:

RICK KERN, Mayor
ATTEST:

TONI M. COATES, CMC
City Clerk

City of Shasta Lake
FUNDING APPLICATION: MHP-DR NOFA
Affordable Housing Projects
Please review the Notice of Funding Availability (NOFA) before submitting your application. All applications must meet the eligibility criteria found in the Funding Policies and the requirements set forth in the NOFA.

Part 1: Applicant Information
This space reserved for date and time stamp
Legal name of organization:

Organization’s DUNS number:

Contact Information
Authorized Representative
(City/Town Manager, Executive
Director, or other):

Name, title:

Phone:

Email:

Primary point of contact: Name, title:

Phone:

Email:

Organization is a: ☐Non-profit organization ☐For-profit organization ☐Local government ☐Community Housing Development Organization (CHDO)
Organization mailing address:

Organization website:

Organizational Capacity and Experience
Describe applicant’s record of administrative and programmatic capacity using federal, state, local, and/or private grant funds, explaining any past issues or challenges administering grant funds.

Applicant acknowledges receipt of Addendum #1 to the Notice of Funding Availability, published February 4, 2022

I
City of Shasta Lake MHP-DR NOFA
Housing Projects Funding Application
Part 2: Project Description
Brief Description of Project or Program
The description provided here will be incorporated into the staff reports provided to the City and State of California CDBG DR-MHP Program. MUST BE 125 words or less and include project location, unit mix, type, and beneficiaries.

It will not be edited and will be truncated at 125 words. A longer project description may be attached (see Part 6, Attachments).

Part 3: Project Information
Project Name
Project Type
Using Appendix A of the current Capital Projects and Economic Development Federal Funding Policies, fill in the fields below, if applicable.

Consolidated Plan Goal Met:

CDBG/HOME eligible activity:

Funding Request
Estimated project budget: $
Amount of funding request: $
Funding source: ☐CDBG-DR ☐HOME ☐ CFH ☐ Other___________ Property Information (as applicable)
Project location (physical address or cross streets):

Assessor’s Parcel Number(s):

Census tract(s):

Is project located in a 100-year flood plain? ☐Yes ☐No
FEMA FIRM panel number:

Is the project, or any part of it, located within the limits of any city/town?
☐Yes ☐No
If yes, which city/town? ____________________________
Which jurisdiction(s) must approve the project?
Total acreage:

Current use of site:

What local approvals and entitlements will be required
to develop the proposed project?

City of Shasta Lake MHP-DR NOFA
Housing Projects Funding Application
Date entitlements and permits expected to be
approved:

Status of Site Control
Identify the form of site control: ☐Ownership (attach copy of grant deed or deed of trust) ☐Lease (attach copy of lease)
☐Option agreement (attach copy of agreement)
☐Purchase agreement (attach copy of agreement)
☐Other; explain: ___________________________________
Note: If funding application is for acquisition, also attach copy of current appraisal.

Status of Environmental or Other Approvals
Applicant must obtain certification of project’s consistency with the applicable general plan, signed by an authorized representative of the jurisdiction in which the project is located (housing rehabilitation projects excluded).

Status of environmental review:

Status of land use, building permits, or other
approvals:

Explain any land use (zoning, lot split, set back, or
environmental) constraints that must be resolved prior
to proceeding with the project:

Status of Relocation Activities
In order to receive funding, projects must comply with the City of Shasta Lake Residential Acquisition, Anti-Displacement, and Relocation Procedures.

Will the project involve demolition of any structure or relocation of any persons or businesses?
☐Yes ☐No
Explain the status of any demolition or relocation
activities:

Existing Improvements

EXISTING COMMERCIAL IMPROVEMENTS
Number of structures
Year built
Number of vacant structures
Number of occupied structures
Number of structures to be demolished
Estimated cost of relocation

EXISTING RESIDENTIAL IMPROVEMENTS
SRO Studio 1-BR 2-BR 3-BR 4-BR
Number of existing units
Number of occupied units
Number of vacant units
Number of substandard units
Number of units to be demolished
Estimated cost of relocation

City of Shasta Lake MHP-DR NOFA
Housing Projects Funding Application
Phasing
Can project proceed if phased or if given partial funding? Explain the effect of phasing or partial funding on the project’s ability to move forward.

Demonstration of Need
Describe the need for the project, or program and include evidence of need (e.g., cite waiting lists for services, census data, documentation of deteriorated conditions, market study, or other evidence).

Outcomes
Describe the outcomes expected to result from the project or program.

Describe how the project will facilitate and further fair housing principles. (For more information on fair housing principles, and the Affirmatively Furthering Fair Housing rule, see here)

City of Shasta Lake MHP-DR NOFA
Housing Projects Funding Application
Unit Information
Project type: ☐New construction ☐Rehabilitation ☐Acquisition ☐Other ___________ Total number of units to be constructed
or rehabilitated:

Total number of affordable units (new
construction or acquisition):

For HOME funding requests, total
number of HOME-assisted units:

Total development costs: $
Contact Information of All Parties
APPLICANT INFORMATION Name:

Address:

City, State, Zip:

Contact person:

Telephone:

Email:

Organization is a: ☐Non-profit organization ☐For-profit organization ☐Local government
☐Community Housing Development Organization (CHDO)
PARTNER OR RELATED ENTITIES Name:

Address:

City, State, Zip:

Contact person:

Telephone:

Email:

Organization is a: ☐Non-profit organization ☐For-profit organization ☐Local government
☐Community Housing Development Organization (CHDO)
ARCHITECT Name:

Address:

City, State, Zip:

Contact person:

Telephone:

Email:

City of Shasta Lake MHP-DR NOFA
Housing Projects Funding Application
GENERAL CONTRACTOR Name:

Address:

City, State, Zip:

Contact person:

Telephone:

Email:

License no.:

PROPERTY MANAGER Name:

Address:

City, State, Zip:

Contact person:

Telephone:

Email:

Status of Entitlements and/or Services
☐State Density Bonus Program
☐City of Shasta Lake Density Bonus Program
☐Housing Element Type A Rental Housing Opportunity Program ☐Housing Element Type C Ownership Housing Opportunity Program Date of application: ___________________________
If answering yes to any of the above, contact City staff to discuss schedule for preparation and City Council approval of Affordable Housing Agreement.

Status of planned water and sewer
service:

If not yet provided, explain how water
and sewer service will be provided.

Proposed Tenancy
Household types: SRO Studio 1 BR 2 BR 3 BR 4BR
Number of each type of unit
Average square feet per unit
Total number of units:

How many of the total units will be
reserved for the following:

Homeless persons
Elderly persons
Disabled persons (see note)
Special needs populations
Resident manager
Other; specify:

Unrestricted
Note: In new construction and substantial rehabilitation rental projects assisted with HOME or CDBG funds, at least five percent of units (not less than one unit) must be accessible to persons with mobility impairments, and an additional two percent of units (not less than 1 unit) must be accessible to persons with sensory impairments. Projects assisted with other funds must satisfy applicable federal, state,

City of Shasta Lake MHP-DR NOFA
Housing Projects Funding Application
and local regulations regarding the provision of accessible housing. Ownership housing projects assisted with funds from these programs must comply with applicable federal, state, and local laws regarding the provision of accessible units.

Estimated Monthly Rent Levels (before deduction of utility allowances) Household types: SRO Studio 1 BR 2 BR 3 BR 4BR
Units Rent Units Rent Units Rent Units Rent Units Rent Units Rent Extremely Low-Income (30% of AMI)
Very Low-Income (50% of AMI)
60% of AMI
Low-Income (80% of AMI)
Market Rate (>80% of AMI)
Resident Manager’s Unit
Estimated Utility Allowance*
*Please provide list of tenant-paid utilities, the utility profile for all appliances, and the Utility Allowance for each unit type.

Estimated Affordable Sales Prices (ASP)
Household types: SRO Studio 1 BR 2 BR 3 BR 4BR
Units ASP Units ASP Units ASP Units ASP Units ASP Units ASP Extremely Low-Income (30% of AMI)
Very Low-Income (50% of AMI)
60% of AMI
Low-Income (80% of AMI)
100% of AMI
120% of AMI

LENGTH OF AFFORDABILITY PERIOD
What is the proposed length of
affordability for the affordable units?
See applicable Funding Policies
Project Schedule
Include all major milestones such as land acquisition, general plan amendment and rezoning, density bonus / housing element housing opportunity area approval, design review approval, schematic design, design development, construction documents, construction phase, initial occupancy, and, if applicable, assignment of the project to a limited partnership or other entity. Specify tentative dates for closing the proposed loan and first request for funds, as well as when construction financing and permanent financing will close. Please provide realistic dates for completion of activities and expenditure of funds. These dates will be included in the CDBG Funding Agreement and/or HOME Developer Agreement.

Major Milestone Target Completion Date Funds Expended

City of Shasta Lake MHP-DR NOFA
Housing Projects Funding Application
Development Budget

ESTIMATED PREDEVELOPMENT AND CONSTRUCTION FINANCING
Lender Amount Interest Rate /
Term
Use(s) Commitment
Status
HOME match
qualifying?
Total

ESTIMATED PERMANENT FINANCING
Lender Amount Interest Rate /
Term
Use(s) Commitment
Status
HOME match
qualifying?
Total
Summary of First-Year Operating Budget
Rental projects only
Total Per unit
Gross potential rental income
Plus other income (e.g., laundry)
Less 5% vacancy / rent loss
Effective Gross Income
Less total operating expenses*
Less payment to replacement
reserves
Less payment to other reserves
Net operating income
Less debt service payments
Net cash flow
Debt service coverage ratio
*Include $75 per unit, per year monitoring fee in the operating budget Homelessness-Related Questions
If project is a permanent supportive
housing project, identify service
provider:

City of Shasta Lake MHP-DR NOFA
Housing Projects Funding Application
Describe approach to lowering barriers to potential tenants to entering permanent housing (i.e., accepting referrals from Coordinated Intake:

Part 4: Attachments Required
Project sponsors must submit the following documents, as applicable, with their funding application:
 Housing project description, provide a written narrative to describe your project. At a minimum, the narrative should include the following:
• Description of the type of housing proposed,
• Target population(s)
• Affirmative Marketing Plan
• Planned services for residents
• Proposed use(s) of the requested funding, and anticipated environmental issues (i.e., vernal pools, heritage trees, riparian corridor, contamination, flood plain, endangered species, historical and archaeological impacts)
• Authorized entity that will execute the loan documents for the funds requested in this application • If the project will use a tax credit limited partnership to finance the project, please describe the organizational and ownership structure of the partnership and the roles of various partners or other related organizations
 Current preliminary title report
 Evidence of site control
 Current appraisal. Appraised value of property must fully secure the City's loan(s). In addition, the total purchase price may not exceed the “reasonable cost” for the property, if available  Status of required environmental clearances/reports
 Site plan and elevations or schematic drawing, if available  Project Location Map: Attach an 8 1/2”x 11” map showing the project location, clearly showing the project area in relation to surrounding communities.
 Contractor’s cost breakdown
 Itemized development budget, including a sources and uses table, identifying distributions to the owner, developer, partners or other entities during the development phase  Narrative description of the development’s financial plan, indicating expected dates for obtaining approvals for any uncommitted financing
 Rental projects: A 30-year operating budget and cash flow projection that shows estimated project income, operating expenses, reserves, debt service, City monitoring fees, and distributions. Please include a “totals” column after year 30.

City of Shasta Lake MHP-DR NOFA
Housing Projects Funding Application
 Authorizing Resolution: For non-profit organizations, attach a resolution from the Board of Directors authorizing the submittal of the application.
 City/Town Authorizing Resolution: Attach a city/town council resolution endorsing the project for those located within the seven incorporated jurisdictions or for those sponsored by one of the seven incorporated jurisdictions.  General Plan Consistency: Attach a certification of consistency with the applicable jurisdiction’s General Plan.  IRS Letter of Determination: Non-profit organizations only must submit an IRS Letter of Determination. Non-profit organizations are not eligible for consideration unless non-profit status has been verified.  Community Housing Development Organization (CHDO) Verification: For CHDOs applying for HOME CHDO funds, submit a Shasta County CHDO letter or plan to become an independent, fully functioning CHDO entity.  Letters of Commitment: Submit letters of commitment from all other funding sources.  Financial Documentation:
 Non-profit organizations, attach the following:
• current operating budget,
• the most recent completed final audit report,
• IRS Form 990 for the most current tax year,
• If organization is not audited, attach a copy of the most recent internal financial statement that has been approved by Board of Directors.

Additional financial information may be requested by City staff as deemed appropriate.

SHASTA LAKE APARTMENTS

PROJECT NARRATIVE
Shasta Lake Apartments
4601, 4617, 4633, 4640, 4650 & 4657 Shasta Dam Boulevard Shasta Lake, CA 96019

PROJECT SUMMARY
The Shasta Lake Apartments Project (the “Project”) is an affordable housing, large family, multi-family development located in Downtown Shasta Lake, California. The complex features a three-story mixed-use building that will enhance the City of Shasta Lake’s housing inventory by adding 48 affordable housing units with the following mix:

Unit Mix
Bed
rooms
Income
Limit
(%AMI,
Market,
Mgr)
DRMHP
Assisted
Units
Total
Income
Restricted
Units
(including
DR-MHP
units)
Total
Units
Max.

Gross
Rent
Utility
Allowance
Net Rent
(gross -
utility allw.)
1 50% 0 8 8 $656.00 $58.00 $598.00
1 40% 0 3 3 $525.00 $58.00 $467.00
1 30% 0 4 4 $393.00 $58.00 $335.00
2 50% 0 11 11 $787.00 $84.00 $703.00
2 40% 0 4 4 $630.00 $84.00 $546.00
2 30% 3 4 4 $472.00 $84.00 $388.00
3 50% 0 8 8 $908.00 $110.00 $798.00
3 40% 0 3 3 $727.00 $110.00 $617.00
3 30% 3 3 3 $545.00 $110.00 $435.00
2 Mgr 0 0 1
TOTAL 6 48 49

AFFIRMATIVE MARKETING PLAN
In addition to multiple Annual Fair Housing training for the staff, affirmative marketing practices will be utilized in compliance with Affirmative Fair Housing Marketing Guidelines. Prospective renters shall be recruited through an affirmative marketing strategy designed to ensure equal access to all appropriately sized housing units for all persons in any category protected by federal, state or local laws. See Affirmative Fair Housing Marketing Plan attached to this application.

PLANNED SERVICES FOR RESIDENTS
In addition to being located in the heart of downtown Shasta Lake providing tenants with access to local amenities and services the Project will have the amenities listed below on-site and will provide tenants with educational health, wellness and skill building classes as well as other related services and programs.

1. Adult Educational classes such as health and wellness, or skill building classes, including but not limited to: financial literacy, computer training, home-buyer education, GED, resume building, ESL, nutrition, exercise, health information/awareness, art, parenting, on-site food cultivation and preparation, and smoking cessation.

2. Individualized Health and Wellness services and programs such as Crisis Intervention, Practical Counseling & Emotional Support, Cleanliness & Hygiene Assessment, Eviction Prevention, Government and Insurance Entitlements, and Physical and Mental Health Assessment.

The Project is immediately adjacent to the main city park and is within one block of the main grocery store, the Shasta Lake Chamber of Commerce, the Shasta Lake Heritage & Historical Society, and the Wintu Native Tribe Cultural Resource Center.

USE OF CDBG-DR FUNDS
The CDBG-DR funds requested in this application will be used to pay for land acquisition, architectural and engineering design, and supervisory costs.

DEVELOPMENT TEAM INFORMATION
The Project will be owned by Shasta Lake Downtown Housing, LP (the “Partnership”) consisting of Community Revitalization and Development Corporation as managing general partner, Shasta Lake Downtown Housing, LLC as the administrative general partner, and the limited partner. Upon award of tax credits, the limited partnership interests will be assigned to an equity partner to be determined.

ADK Properties LLC, the project applicant, is the sole member of Shasta Lake Downtown Housing, LLC. The Partnership will be the entity executing loan documents and other agreements or documents evidencing the CDBG-DR funds. David Rutledge will sign as President of the managing general partner and Allen or Daniel Knott will sign as manager of the administrative general partner and the limited partner.

Report and Recommendations 6.2 Reviewed and Approved

City Manager

AGENDA ITEM
City Council Meeting
TO: Mayor and City Council Members
FROM: James Takehara, Electric Utility Director
DATE: March 15, 2022
SUBJECT: Northern California Power Agency Service Agreements FILE NO: E-090-640-563
RECOMMENDATION:

Staff recommends the City Council adopt a resolution authorizing the City Manager to execute two service agreements with the Northern California Power Agency (“NCPA”): the “Power Management Administrative Services Agreement” (“PMASA”) and the “Facilities Agreement” (“FA”).

BACKGROUND:

On March 15, 2016, the City Council adopted Resolution CC-16-26 authorizing the City Manager or designee to apply for Membership with NCPA and to execute all supporting contracts to participate in NCPA’s Legislative and Regulatory (“L&R”) functions. In 2017, the City of Shasta Lake (“City”) successfully completed the application process and became NCPA’s 16th member agency. The L&R has enabled to City, through its electric department, to actively engage in arenas where laws and regulations are authored, which has resulted in positive changes during the authorship process. As noted in the staff report that accompanied CC-16-26, joining NCPA and its L&R function would also provide opportunity to participate in other joint NCPA activities.

NCPA operates a “Power Management” business unit that focuses on the acquisition, marketing, scheduling, and dispatch of generation and contract resources on behalf of its Members and its customers. One activity NCPA has initiated is a competitive bid process to jointly purchase wholesale renewable energy on behalf of its Members.

The City is subject to the State’s renewable energy mandates, where at least 60% of the energy used to serve end-use customers must come from renewable energy resources (as defined by the State). The City has two main challenges to meeting the State’s mandate. First, the process to identify and evaluate prospective qualifying resources is time consuming for the City’s limited staff. Second, the City is a relatively small customer for some of these suppliers, which may negatively impact availability of supply and the cost of the supply. While staff has successfully managed its own portfolio, the City stands to gain efficiencies through NCPA’s Power Management services.

Staff wishes to participate in the joint purchase process of NCPA’s Power Management business unit. Jointly purchasing resources may increase purchasing power and may help diversify the City’s suppliers and resource types used toward the State’s renewable energy mandate.

Participating would give the City’s electric department access to a team who specializes in wholesale power transactions and administration.

The PMASA (“Power Management Administrative Services Agreement”) is an enabling agreement. It defines the types of services NCPA offers under its Power Management business unit and establishes its cost structure and allocation methodology. NCPA allocates its Power Management and Administrative costs based on an “activity-based costing” methodology.

Executing the PMASA does not create any costs itself. Costs only accrue once services are invoked. In this case, the City would only be subject to NCPA Power Management costs if renewable energy contracts are successfully negotiated and services begin.

The FA (“Facilities Agreement”) is a service agreement used for the administration of NCPA generating resources and power supply contracts. Any contract for renewable energy would fall under NCPA’s FA service model. Therefore, the City must execute the FA in order to participate in the joint purchase process for renewable energy. Executing the FA does not create any costs itself, for the reasons explained above. However, the FA establishes a technical advisory committee to the NCPA board of governors, the “Facilities Committee,” which is a Brown Act committee. By signing the FA, the City would become part of the Facilities Committee and must identify a representative. Staff recommends designating the Electric Utility Director or designee to act on the City’s behalf of the Facilities Committee.

The Electric Committee met on January 27, 2022 and supported the concept of joining NCPA’s Power Management program to support the City’s efforts to purchase renewable energy compliance instruments required under State law.

FISCAL IMPACTS:

Signing the PMASA and FA would have no financial impact at this time. Power management costs would materialize only if the City decides to execute power supply contracts as part of NCPA’s joint purchasing process, or other activities. Such decisions would be brought before the City Council for consideration and any NCPA costs related to future proposals would be included in those discussions.

ATTACHMENTS:

Resolution
Power Management and Administrative Services Agreement
Facilities Agreement
DISTRIBUTION:

City Council
RESOLUTION NO. CC-2022-xx

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SHASTA LAKE APPROVING THE

POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT AND FACILITIES

AGREEMENT WITH THE NORTHERN CALIFORNIA POWER AGENCY AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENTS ON THE CITY’S BEHALF WHEREAS, in 2016, the City Council adopted Resolution CC-16-26, authorized the City Manager or designee to apply for membership with the Northern California Power Agency (“NCPA”); and WHEREAS, the City completed the application process in 2017 becoming NCPA’s 16th Member agency; and
WHEREAS, City Council envisioned that joining NCPA in 2016 would position the City to participate in additional NCPA programs and services to positively impact the City’s electric ratepayers; and
WHEREAS, NCPA operates a Power Management business unit that, among other activities, is managing a joint purchase program for renewable energy products that Member participants may use to help reach compliance mandates of State renewable energy law; and WHEREAS, the City desires to participate in NCPA’s joint purchase program for renewable energy administered by NCPA’s Power Management business unit, and potentially additional power management programs and activities.

NOW, THEREFORE, BE IT RESOLVED that the City of Shasta Lake City Council approves the NCPA contracts: (1) Power Management and Administrative Services Agreement, and (2) Facilities Agreement; and authorizes the City Manager to execute the agreements on the City’s behalf.

BE IT FURTHER RESOLVED that the City designates the Electric Utility Director, or designee, to serve as the City’s representative on the NCPA Facilities Committee.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Shasta Lake held on March 15, 2022 by the following vote:

AYES:

NOES:

ABSENT:
_____________________________
RICK KERN, Mayor
ATTEST: _____________________________
TONI M. COATES, CMC
City Clerk

STATE OF CALIFORNIA
City of Shasta Lake
I, Toni M. Coates, of the City of Shasta Lake, State of California, hereby certify the above and foregoing to be a full, true and correct copy of a Resolution CC-2022-XX adopted by said City of Shasta Lake on this 15th day of March, 2022.
_______________________________
Toni M. Coates, CMC, City Clerk of the
City of Shasta Lake, State of California
By: ____________________________
Toni M. Coates, CMC, City Clerk

POWER MANAGEMENT AND ADMINISTRATIVE SERVICES

AGREEMENT
i

POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
Table of Contents
Section 1. Definitions................................................................................................... 3 Section 2. Purpose...................................................................................................... 20 Section 3. Power Management and Administrative Services.............................. 21 Section 4. Cost Allocation ......................................................................................... 23 Section 5. Administration of Agreement................................................................ 23 Section 6. Term and Termination ............................................................................ 27 Section 7. Admission and Withdrawal of Participants ........................................ 27 Section 8. Power Management and Administrative Services Schedules........... 30 Section 9. Precedence of Agreement ....................................................................... 31 Section 10. Settlement of Disputes and Arbitration ............................................ 31 Section 11. Miscellaneous........................................................................................ 41 Schedule 1. List of Participants ..................................................................................... 1 Schedule 2. Service Agreements ................................................................................... 1 Schedule 3. Service Categories ...................................................................................... 1 Schedule 4. Cost Allocation Methodology .................................................................. 1 1 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT This POWER MANAGEMENT AND ADMINISTRATIVE SERVICES
AGREEMENT is dated as of October 1, 2014 by and among the Northern California Power Agency, a joint powers agency of the State of California ("NCPA"), and the signatories to this Agreement other than NCPA (“Participants”). NCPA and the Participants are referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS
A. NCPA has heretofore been duly established as a public agency pursuant to the Joint Exercise of Powers Act of the Government Code of the State of California and, among other things, is authorized to acquire, construct, finance, and operate buildings, works, facilities and improvements for the generation and transmission of electric capacity and energy for resale.

B. Each of the Participants is a signatory to the Joint Powers Agreement which created NCPA and therefore is a Member.

C. The Participants desire NCPA to establish facilities, staff and the capability for providing Power Management and Administrative Services, including, but not limited to, Scheduling Coordination Services, real time dispatch, power pool management, resource management, settlements, risk management, and direct assignment activities.
2 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT D. NCPA has established facilities, staff and the capability for the efficient and cost effective provision of Power Management and Administrative Services to the Participants, pursuant to this Agreement, the Service Agreements and Good Utility Practice.

E. Power Management and Administrative Services benefit all Members who receive such services from NCPA. Power Management and Administrative Services are an integral part of NCPA’s business function and are necessary in order to manage, operate, maintain and support NCPA and Member investments and service obligations.

F. An agreement is necessary to formalize the contractual relationships between NCPA and the Participants with regards to the role, scope, governance, and the equitable allocation of costs associated with Power Management and Administrative Services supplied by NCPA to the Participants.

G. This Agreement establishes the framework under which Participants shall enter into one or more Service Agreements with NCPA to take certain Power Management and Administrative Services from NCPA, and how costs associated with such services are to be allocated among the Participants receiving such services.
3 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT H. Each Participant agrees to pay its equitable share of costs associated with NCPA’s provision of Power Management and Administrative Services in accordance with this Agreement and the Service Agreements.

I. The Participants further desire, insofar as possible, to insulate other Members, whether or not such Members are also Participants, from risks inherent in the services and transactions undertaken on behalf of any given Participant or group of Participants.

NOW, THEREFORE, the Parties agree as follows:

Section 1. Definitions.

1.1 Definitions. Whenever used in this Agreement (including the Recitals hereto), the following terms shall have the following respective meanings:

1.1.1 “Administrative Services Costs” means that portion of the NCPA administrative, general and occupancy costs and expenses, including those costs and expenses associated with the operations, direction and supervision of the general affairs and activities of NCPA, general management, treasury operations, accounting, budgeting, payroll, human resources, information technology, facilities management, salaries and wages (including retirement benefits) of employees, facility operation and maintenance costs, taxes and payments in lieu of taxes (if any), insurance 4 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT premiums, fees for legal, engineering, financial and other services, power management services, general settlement and billing services and general risk management costs, that are charged directly or apportioned to Power Management and Administrative Services Annual Budget categories.

1.1.2 “Agreement” means this Power Management and
Administrative Services Agreement.

1.1.3 “All Resources Bill” means the single, combined
monthly bill from NCPA to a Participant with respect to all NCPA services, programs and NCPA Projects.

1.1.4 “Amended and Restated Facilities Agreement” or
“Facilities Agreement” means that agreement dated as of October 1, 2014 between NCPA and the Members who are signatories to that agreement which establishes the framework under which Project Agreements are created for the development, design, financing, construction, and operation of NCPA Projects.

1.1.5 “Amended and Restated Market Purchase Program
Agreement” or “Market Purchase Program Agreement” means the NCPA Amended and Restated Market Purchase Program Agreement dated as of September 10, 2012 by and between NCPA and the Members who are signatories to that agreement by which NCPA transacts Approved Products. 5 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT

1.1.6 “Amended and Restated Scheduling Coordination
Program Agreement” or “Scheduling Coordination Program Agreement” or “SCPA” means that agreement dated as of October 1, 2014 between NCPA and the Members who are signatories to that agreement by which NCPA provides Scheduling Coordination Services.

1.1.7 “Annual Budget” means the NCPA budget for the
current Fiscal Year adopted by the Commission, or in the event a two-year budget is adopted by the Commission if permitted by the NCPA Commission Bylaws or the Joint Powers Agreement, means the two-year budget for the applicable period.

1.1.8 “Approved Products” has the meaning as defined in the Amended and Restated Market Purchase Program Agreement.

1.1.9 “Balance of Month Transaction” means a purchase or sale of electric energy, capacity and/or other related attributes for a term not greater than one month to be performed or delivered within the current or next succeeding calendar month.

1.1.10 “Business Day” means any day except a Saturday,
Sunday, or a Federal Reserve Bank holiday. A Business Day shall open at 8:00 a.m. and close at 5:00 p.m. local time.
6 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT

1.1.11 “Calendar Day” means all days, including Saturdays, Sundays or Federal Reserve Bank holidays.

1.1.12 “California Independent System Operator Corporation” or “CAISO” means the non-profit public benefit corporation responsible for the provision of fair and open transmission access, and maintaining reliable and efficient operation of that portion of the electric grid contained within its defined balancing authority area, pursuant to the California Public Utilities Code, or its successor entity.

1.1.13 “CAISO Tariff” means the CAISO FERC Electric Tariff.

1.1.14 “CARB” means the California Air Resources Board, or its successor organization.

1.1.15 “CARB Offset Credit” means a tradable compliance instrument issued by CARB pursuant to the GHG Regulations that represents a GHG reduction or GHG removal enhancement of one metric ton of carbon dioxide (“CO2”).

1.1.16 “CARB Sector-Based Offset Credit” means a credit issued by CARB pursuant to the GHG Regulations from a sector-based crediting program once the crediting baseline for a sector has been reached.

1.1.17 “Commission” means the NCPA Commission
established by the Joint Powers Agreement.
7 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT

1.1.18 “Commissioner” means a voting member of the
Commission.

1.1.19 “Contract Transaction” has the meaning as defined in the Amended and Restated Market Purchase Program Agreement.

1.1.20 “Electric System” means, with respect to each
Participant except the San Francisco Bay Area Rapid Transit District (“BART”) and the City of Oakland, all properties and assets, real and personal, tangible and intangible, of the Participant now or hereafter existing, used or pertaining to the generation for resale, transmission, transformation, distribution or sale of electric capacity and energy, or the utilization of such, including all additions, extensions, expansions, improvements and betterments thereto and equipment thereof, and in the case of BART all properties and assets, real and personal, tangible and intangible, of the Participant now or hereafter existing, used or pertaining to its public transportation system, and in the case of the City of Oakland, all properties and assets, real and personal, tangible and intangible, of the Participant now or hereafter existing, used or pertaining to the Port of Oakland (as defined in the Charter of the City of Oakland); provided, however, that to the extent the Participant is not the sole owner of an asset or property or to the extent that an asset or property is used in part for generation for resale, transmission, 8 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT transformation, distribution or sale of electric capacity and energy, only the Participant’s ownership interest in such asset or property or only the part of the asset or property used for electric purposes (or public transportation or Port of Oakland purposes in the case of BART or the City of Oakland, respectively) shall be considered to be part of its Electric System.

1.1.21 “Emissions Allowance” means a limited tradable
authorization to emit up to one metric ton of carbon dioxide equivalent issued either pursuant to the GHG Regulations or federal law.

1.1.22 “Energy Risk and Counterparty Risk Management
Regulations” means that certain NCPA Energy Risk and Counterparty Risk Management Regulations, version 1.7, approved September 24, 2012.

1.1.23 “Energy Risk Management Policy” means that certain NCPA Energy Risk Management Policy, version 1.3, approved June 16, 2011.

1.1.24 “Facilities Committee” or “Committee” means the
committee established pursuant to Section 5 of the Amended and Restated Facilities Agreement.

1.1.25 “FERC” means the Federal Energy Regulatory
Commission, or its regulatory successor.

1.1.26 “First Phase” of a NCPA Project means the initial planning stage conducted pursuant to the provisions of Section 6 of the 9 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT Amended and Restated Facilities Agreement and prior to the declaration of such Project as constituting a “NCPA Project” by the Commission.

1.1.27 “Fiscal Year” means the NCPA fiscal year; currently the twelve month period beginning July 1 and ending on the following June 30.

1.1.28 “General Manager” means the General Manager of
NCPA.

1.1.29 “GHG Compliance Instrument” means any instrument, including but not limited to, Emission Allowance, CARB Offset Credit or CARB Sector-Based Offset Credit that can be used to fulfill a GHG emission compliance obligation imposed by the State or federal government.

1.1.30 “GHG Regulations” means the California Cap on
Greenhouse Gas Emissions and Market-Based Compliance Mechanism regulations codified at 17 Code of California Regulations sec. 95801 et seq., and adopted by CARB in compliance with the Global Warming Solutions Act (“AB 32”, California Health & Safety Code sec. 95801 et seq.).

1.1.31 “Good Utility Practice” means any of the practices, methods and acts engaged in or approved by a significant portion of the electric utility industry within the United States of America during the relevant time period, which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected 10 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT to accomplish the desired result at the lowest reasonable cost consistent with NERC or WECC approved business practices, reliability and safety. Good Utility Practice is not intended to be limited to the optimum practice, method, or act to the exclusion of all others, but rather to be acceptable practices, methods, or acts generally accepted in the electric utility industry within the United States of America.

1.1.32 “Greenhouse Gas” or “GHG” means carbon dioxide
(“CO2”), methane (“CH4”), nitrous oxide (“N2O”), sulfur hexafluoride (“SF6”), hydrofluorocarbons (“HFCs”), perfluorocarbons (“PFCs”), and other fluorinated gasses.

1.1.33 “Joint Powers Agreement” means the Amended and
Restated Northern California Power Agency Joint Exercise of Powers Agreement dated as of January 31, 2008.

1.1.34 “Lodi Energy Center” or “LEC” means the NCPA Lodi Energy Center, a 280 MW combined cycle generation facility located in Lodi, California.

1.1.35 “Long-Term Transaction” means a purchase or sale of natural gas, electric power, capacity, transmission and/or other related attributes to be performed or delivered for a duration longer than a Balance of Month Transaction.
11 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT

1.1.36 “Member” means any member of NCPA or associate
member of NCPA who is a signatory to the Joint Powers Agreement.

1.1.37 “MSSA Agreement” means the Third Amended and
Restated NCPA MSS Aggregator Agreement.

1.1.38 “Natural Gas Program Agreement” means the NCPA
Natural Gas Program Agreement dated as of July 11, 2011 between NCPA and the Members who are signatories to that agreement by which NCPA purchases natural gas.

1.1.39 “NCPA” has the meaning set forth in the recitals hereto.

1.1.40 “NCPA Commission Bylaws” means the Rules of
Procedure for the Commission of the Northern California Power Agency as adopted by resolution of the Commission.

1.1.41 “NCPA Project” means any Project undertaken by
NCPA and one or more of its Members, other than the Lodi Energy Center, and which Project may also include a non-member as a participant, which has progressed beyond the First Phase (preliminary survey and investigation) pursuant to Section 6 of the Amended and Restated Facilities Agreement, and which has been designated by the Commission as a NCPA Project.

1.1.42 “NERC” means the North American Electric Reliability Corporation, or its successor.
12 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT

1.1.43 “Operating Agreement” means any agreement, other than the Amended and Restated Facilities Agreement, that is entered into subsequent to or concurrently with a Third Phase Agreement, and that establishes the principles, procedures and rules for operating and maintaining a specific NCPA Project.

1.1.44 “Operating Entity” means a Project Participant, or a group of Project Participants, that determines the use of and coordinates scheduling of their Project Participation Percentage share of energy and capacity of a NCPA Project with NCPA, in accordance with established scheduling requirements, including those requirements determined by NCPA. NCPA may act as an Operating Entity for a Project Participant, or a group of Project Participants, pursuant to separate agreement.

1.1.45 “Operating Service Agreement” means an Operating Service Agreement between NCPA and one or more Members, utilizing the Professional Services/Operating Agreement adopted by the Commission, by which NCPA provides specific services, as described in the subject agreement, related to the operation of Member resources and other investments.
13 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT

1.1.46 “Participant” has the meaning set forth in the recitals of this Agreement. Each Participant shall be a Member. Participants to this Agreement are listed in Schedule 1 of this Agreement.

1.1.47 “Party” or “Parties” has the meaning set forth in the recitals hereto; provided that “Third Parties” are entities that are not party to this Agreement.

1.1.48 “Pool Member” means a signatory to the Second
Amended and Restated Pooling Agreement.

1.1.49 “Power Management and Administrative Services”
means services provided by NCPA to the Members, pursuant to this Agreement and the Service Agreements, including, but not limited to, Scheduling Coordination Services, real time dispatch, power pool management, resource management, settlements, energy risk management, and direct assignment, administrative and support activities related to the foregoing.

1.1.50 “Power Management and Administrative Services
Schedules” or “Schedules” means the principles and/or procedures adopted by the Commission, which are appended to and made part of this Agreement, and are subject to change or amendment from time to time pursuant to Section 11.6.2.
14 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT

1.1.51 “Power Management Services Costs” are costs
associated with NCPA’s provision of Power Management and Administrative Services, including, but not limited to, those costs and expenses associated with Scheduling Coordination Services, real time dispatch, power pool management, resource management, settlements, energy risk management, and direct assignment, administrative and support activities related to the foregoing. Power Management Services Costs do not include that portion of the NCPA administrative, general and occupancy costs and expenses that are charged directly or apportioned to Power Management and Administrative Services Annual Budget categories; rather such costs are accounted for as Administrative Services Costs.

1.1.52 “Project” means a generation facility, transmission facility, natural gas facility, Long-Term Transaction, or other resource directly related to the Participants’ business. Provided, however, that any Long-Term Transaction entered into pursuant to the Amended and Restated Market Purchase Program Agreement, Natural Gas Program Agreement, or other separate Service Agreements shall not be deemed to be a Project under the Amended and Restated Facilities Agreement.

1.1.53 “Project Agreement” or “NCPA Project Agreement”
means an agreement including any Second Phase Agreement, Third Phase 15 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT Agreement or Operating Agreement, between NCPA and Project Participants, to enable NCPA, on behalf of Project Participants, to carry out plans for the construction, operation, delivery and financing of a NCPA Project.

1.1.54 “Project Indenture of Trust” means a document that contains the terms and conditions (such as the interest rate, maturity, date, convertibility, representations and covenants) governing a bond issuance as between NCPA and a bond trustee with respect to the financing of a NCPA Project.

1.1.55 “Project Participant” is a signatory to the Amended and Restated Facilities Agreement which enters into a Project Agreement with NCPA with respect to a particular NCPA Project.

1.1.56 “Project Participation Percentage” means the percentage of participation of a Project Participant in a NCPA Project as set forth in a Project Agreement. Project Participant Percentage is also commonly referred to as Project Entitlement Percentage, Project Entitlement Share, Participation Percentage or Generation Entitlement Share, each of which are synonymous.

1.1.57 “Revenues” means , with respect to each Participant with the exception of BART, all income, rents, rates, fees, charges, and other moneys derived by the Participant from the ownership or operation of its 16 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT Electric System, including, without limiting the generality of the foregoing:
(a) all income, rents, rates, fees, charges or other moneys derived from the sale, furnishing and supplying of electric capacity and energy and other services, facilities, and commodities sold, furnished, or supplied through the facilities of its Electric System; (b) the earnings on and income derived from the investment of such income, rents, rates, fees, charges or other moneys to the extent that the use of such earnings and income is limited by or pursuant to law to its Electric System; and (c) the proceeds derived by the Participant directly or indirectly from the sale, lease or other disposition of all or a part of the Electric System, but the term Revenues shall not include (i) customers’ deposits or any other deposits subject to refund until such deposits have become the property of the Participant or (ii) contributions from customers for the payment of costs of construction of facilities to serve them. In regards to BART, Revenues means, all income, rents, rates, fees, charges, grants, fares or tariffs, subventions and other moneys derived by the Participant from the operation of its Electric System including, without limiting the generality of the foregoing, (i) the earnings on and income derived from the investment of such income, rents, rates, fees, charges grants, fares or tariffs, subventions or other moneys and (ii) the proceeds derived by the Participant directly or indirectly from the sale, lease or other disposition of all or a part of its assets, 17 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT but the term Revenues shall not include any moneys derived from sources the use of which is limited by law to expenditures other than operating expenses.

1.1.58 “Scheduling Agent” means an entity authorized to act as agent on behalf of a Scheduling Coordinator, and shall perform certain Scheduling Coordinator duties and requirements on behalf of a Scheduling Coordinator.

1.1.59 “Scheduling Coordinator” means an entity certified by the CAISO for the purposes of undertaking the functions of a Scheduling Coordinator specified in the CAISO Tariff, including, but not limited to, submitting and settling bids, self-schedules, and trades in the CAISO markets.

1.1.60 “Scheduling Coordination Services” means the
scheduling and settlement services provided by NCPA pursuant to the Amended and Restated Scheduling Coordination Program Agreement.

1.1.61 “Second Amended and Restated Pooling Agreement” or “Pooling Agreement” means the NCPA Second Amended and Restated Pooling Agreement dated as of October 1, 2014 between NCPA and the Members who are signatories to that agreement which establishes an operating resource pool to jointly manage Pool Members’ collective portfolios of loads and resources.
18 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT

1.1.62 “Second Phase” means the second stage of NCPA
Project planning and design pursuant to an agreement (“Second Phase Agreement”) between one or more of the Members and NCPA to proceed beyond the First Phase with study, design, or development of a NCPA Project.

1.1.63 “Service Agreements” mean the Amended and Restated Facilities Agreement, the Amended and Restated Scheduling Coordination Program Agreement, the Second Amended and Restated Pooling Agreement, the Amended and Restated Market Purchase Program Agreement, the Natural Gas Program Agreement, an Operating Service Agreement, a Single Member Services Agreement, or other agreements that may be developed by the Commission from time to time to provide services to Participants as described in Schedule 2 of this Agreement. Project Agreements are not considered to be Service Agreements under the context of this Agreement.

1.1.64 “Single Member Services Agreement” means a NCPA
Single Member Services Agreement for Special Transactions between NCPA and a Member utilizing the pro forma NCPA Single Member Services Agreement adopted by the Commission, by which NCPA provides special services to the Member as described in the subject agreement relating to the operation of Member resources and other investments.
19 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT

1.1.65 “State” means the State of California.

1.1.66 “Third Phase” means the third stage of a NCPA Project pursuant to an agreement (“Third Phase Agreement”) between one or more of the Members and NCPA to participate in the financing, construction, operation, and/or rights to the capacity, energy and/or other attributes of a NCPA Project.

1.1.67 “Third Party” means an entity (including a Member) that is not a Party to this Agreement.

1.1.68 “Uncontrollable Forces” means storm, flood, lightning, earthquake, tsunami, fire, explosion, failure of facilities not due to lack of proper care or maintenance, civil disturbance, labor dispute, sabotage, war, national emergency, restraint by court or public authority, any curtailment, order, regulation or restriction imposed by governmental, military or lawfully established civilian authorities, or other causes beyond the control of the affected Party which such Party could not reasonably have been expected to avoid by exercise of Good Utility Practice, due diligence and foresight.

1.1.69 “WECC” means the Western Electricity Coordinating Council, or its successor(s).

1.1.70 “Withdrawing Participant” has the meaning set forth in Section 7.2 of this Agreement.
20 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT

1.2 Rules of Interpretation. As used in this Agreement (including the Recitals hereto), unless in any such case the context requires otherwise: The terms “herein,” “hereto,” “herewith” and “hereof” are references to this Agreement taken as a whole and not to any particular provision; the term “include,” “includes” or “including” shall mean “including, for example and without limitation;” and references to a “Section,” “subsection,” “clause,” “Appendix”, “Schedule”, or “Exhibit” shall mean a Section, subsection, clause, Appendix, Schedule or Exhibit of this Agreement, as the case may be. All references to a given agreement, instrument, tariff or other document, or law, regulation or ordinance shall be a reference to that agreement, instrument, tariff or other document, or law, regulation or ordinance as such now exists and as may be amended from time to time, or its successor. A reference to a “person” includes any individual, partnership, firm, company, corporation, joint venture, trust, association, organization or other entity, in each case whether or not having a separate legal personality and includes its successors and permitted assigns. A reference to a “day” shall mean a Calendar Day unless otherwise specified. The singular shall include the plural and the masculine shall include the feminine, and vice versa.

Section 2. Purpose. The purpose of this Agreement is to (i) set forth the terms and conditions under which NCPA will provide efficient and cost effective 21 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT Power Management and Administrative Services to a Participant, (ii) establish the framework under which a Participant shall enter into this Agreement and one or more Service Agreements with NCPA to obtain Power Management and Administrative Services from NCPA, and (iii) specify how costs associated with NCPA’s provision of Power Management and Administrative Services are to be allocated among the Participants based on having participated in a NCPA Project or having executed one or more Service Agreements.

Section 3. Power Management and Administrative Services. Power Management and Administrative Services benefit all Members who receive such services from NCPA, and Power Management and Administrative Services are an integral part of NCPA’s business function and are necessary in order to manage, operate, maintain and support NCPA and Member investments and service obligations. A Member who receives Power Management and Administrative Services from NCPA shall become a Participant to this Agreement, and shall become a signatory to one or more Service Agreements, based on the type of Power Management and Administrative Services that Participant receives from NCPA, as further set forth in this Agreement.

3.1 NCPA Project and Service Agreements. NCPA provides Power Management and Administrative Services to Participants pursuant to the terms and conditions of this Agreement, the Project Agreements, and the individual 22 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT Service Agreements. A Participant receives particular Power Management and Administrative Services from NCPA as an obligation of NCPA, by virtue of being a signatory to the relevant Project Agreements or Service Agreements under which NCPA provides or causes the provision of required services. The scope and application of each Service Agreement is described in Schedule 2 of this Agreement.

Pursuant to the amendment provisions contained in this Agreement and each respective Service Agreement, the signatories of said agreements may amend the terms and conditions of each agreement as deemed necessary. The Participants agree to conduct a periodic review of each agreement to determine if any terms or provisions of the agreements require amendment. Such periodic review shall be conducted at least every five (5) years from the Effective Date of this Agreement. The parties of each respective agreement shall act in good faith and shall cooperate in conducting such periodic review. If based on the outcome of such periodic review process the Participants determine that an agreement or agreements require amendment, such amendments shall be made in accordance with the amendment provisions contained in each respective agreement.

3.2 Power Management and Administrative Services Categories.

Power Management and Administrative Services are categorized based on the type and function of services provided. Costs associated with Power 23 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT Management and Administrative Services are accounted for based on the relevant categories of the services established by the Commission, or as otherwise set forth by the Commission in the Annual Budget. The functional categories that describe the types of Power Management and Administrative Services provided by NCPA in support of NCPA Projects and the Service Agreements are described in Schedule 3 of this Agreement.

Section 4. Cost Allocation. Costs associated with Power Management and Administrative Services, including Administrative Services Costs and Power Management Services Costs, shall be allocated among the Participants in accordance with methodologies and principles established by the Commission from time to time, as set forth in Schedule 4 of this Agreement.

4.1 Power Management and Administrative Services Costs. Each Participant agrees to and acknowledges its obligation to pay its allocated share of costs associated with Power Management and Administrative Services, including Power Management Services Costs and the portion of Administrative Services Costs allocated to Power Management and Administrative Services, as invoiced in its All Resources Bill subject to any applicable Project Agreement or Service Agreement dispute resolution provisions or procedures.

Section 5. Administration of Agreement.
24 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT

5.1 Commission. The Commission is responsible for the
administration of this Agreement. Each Participant shall be represented by its Commissioner or their designated alternate Commissioner (“Alternate”) pursuant to the Joint Powers Agreement. Each Commissioner shall have authority to act for the Participant represented with respect to matters pertaining to this Agreement.

5.2 Forum. Whenever any action anticipated by this Agreement is required to be jointly taken by the Participants, such action shall be taken at regular or special meetings of the Commission.

5.3 Quorum. For acting upon matters pertaining to this Agreement, a quorum of the Commission shall consist of those Commissioners, or their designated Alternates, representing a numerical majority of the Participants.

5.4 Voting.

5.4.1 General Administration. For acting upon matters that relate to general administration of this Agreement, each Participant shall have the right to cast one (1) vote. Actions of the Commission shall be effective only upon a majority vote of the Participants.

5.4.2 Power Management and Administrative Services
Functional Categories and Cost Allocation Methodology. For acting upon matters that relate to the establishment of Power Management and 25 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT Administrative Services functional categories, as set forth in Schedule 3, or the methodology for allocating costs associated with Power Management and Administrative Services, as set forth in Schedule 4, the following voting procedure shall be used. Actions of the Commission regarding Schedule 3 and Schedule 4 shall be effective only upon both of the following conditions being satisfied:
(i) each Participant shall have the right to cast one (1) vote, and actions of the Commission shall be effective only upon an affirmative vote of eighty percent (80%) or more of the Participants; and
(ii) each Participant shall have the right to cast one (1) vote and each Participant’s vote shall be weighted based on its percentage share of Power Management and Administrative Services Costs, including the portion of Administrative Services Costs allocated to Power Management and Administrative Services, as such costs are set forth in the prior Fiscal Year budget. Actions of the Commission shall be effective only upon an affirmative vote of sixty five percent (65%) or more of the weighted shares of the Participants; provided, however, if the voting right of any Participant exceeds thirty five percent (35%) that Participant’s voting right shall be limited to thirty five percent (35%) and the Participant’s voting right percentage in excess of thirty 26 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT five percent (35%) shall be proportionally reassigned to the Participants whose voting right percentage is less than thirty five percent (35%).

5.5 Adoption and Amendment of Annual Budget. Annually, the Commission shall adopt an Annual Budget, which includes, but is not limited to, all costs attributed to Power Management and Administrative Services, for at least the next succeeding Fiscal Year in accordance with the Joint Powers Agreement and this Agreement. Provided, however, that the Commission may in its discretion adopt a two-year budget if permitted to do so by the NCPA Commission Bylaws or the Joint Powers Agreement.

5.6 Facilities Committee. The Facilities Committee has been established pursuant to the Amended and Restated Facilities Agreement to act as an advisory committee to the Commission. The Commission or General Manager may refer matters pertaining to the administration of this Agreement to the Facilities Committee for review and recommendation, including, but not limited to, proposed amendments to this Agreement and to the Power Management and Administrative Services Schedules. If the Commission or General Manager refers matters pertaining to the administration of this Agreement to the Facilities Committee, NCPA will provide a copy of the public notice of the Facilities Committee meeting at which the matter will be discussed to the Participants. The Facilities Committee may act upon such matters referred 27 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT to it by the Commission in accordance with the procedures, including the general administration quorum and voting procedures, set forth in the Amended and Restated Facilities Agreement. Any recommendations of the Facilities Committee shall be made to the Commission, Project Participants, and others, as appropriate, in coordination with the General Manager.

Section 6. Term and Termination.

6.1 Effective Date. This Agreement shall become effective on the first day of the month after which it has been duly executed by all Participants, and delivered to and executed by NCPA (the “Effective Date”). NCPA shall notify all Participants in writing of the Effective Date.

6.2 Term and Termination. This Agreement shall continue in full effect until terminated by consent of all Parties.

Section 7. Admission and Withdrawal of Participants.

7.1 Admission of a New Participant. Subsequent to the initial Effective Date, a Member who is not a Participant, and who desires to receive Power Management and Administrative Services from NCPA or is required to take such services (e.g. a Project Participant), shall become a Participant by executing this Agreement. Such Member will become a Participant effective on the date of its delivery to NCPA of an executed counterpart of this Agreement. 28 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT

7.2 Withdrawal of Participants. Any Participant may withdraw from this Agreement (“Withdrawing Participant”) by: (1) submitting notice, in writing to all Parties at least two (2) years in advance of the effective date of such withdrawal, provided that such withdrawal shall only be effective on the last day of a Fiscal Year and that the Withdrawing Participant has fully satisfied all obligations it has incurred under this Agreement not later than the effective date of withdrawal; and (2) fully withdrawing its participation in the Service Agreement or Service Agreements it is signatory to, under which the Participant receives Power Management and Administrative Services, pursuant to the terms and conditions for withdrawal or termination specified in said Service Agreement or Service Agreements not later than the effective date of withdrawal from this Agreement; provided, however, if the withdrawal or termination provisions specified in the Service Agreement or Service Agreements in which the Withdrawing Participant is signatory require a notice of withdrawal or termination of less than two (2) years, the length of withdrawal notice required under this Agreement shall be made to be coterminous with the greatest length of notice contained in said Service Agreement or Service Agreements. The withdrawal requirements stated herein may be altered upon mutual agreement between NCPA and the Withdrawing Participant whereby all un-discharged liabilities, credits or obligations of the Withdrawing Participant, including any 29 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT contingent liabilities, credits or obligation, are fully satisfied. NCPA and the Withdrawing Participant shall negotiate in good faith and shall cooperate in reaching such mutual agreement. The two (2) year duration of the notice requirement may be waived or reduced by the Commission in its sole discretion.

Notwithstanding the provisions of this Section 7.2, a participant under the Amended and Restated Facilities Agreement that terminates its membership in the joint powers agency pursuant to the Joint Powers Agreement, but has not withdrawn is participation in the Amended and Restated Facilities Agreement, shall continue its participation in the Amended and Restated Facilities Agreement as a non-Member participant pursuant to Section 15.5 of the Amended and Restated Facilities Agreement. Withdrawal by any Participant shall not terminate this Agreement as to the remaining Participants.

Pursuant to the respective Project Agreements, NCPA shall make available or cause to be made available services so that a Project Participant may receive its Project Participation Percentage share of capacity and energy from a NCPA Project. The Participants acknowledge and agree that one way NCPA may satisfy its obligation to cause or make available such services to the Participants is through the provision of Power Management and Administrative Services under this Agreement and the Service Agreements to the extent that 30 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT NCPA performs its obligations under this Agreement and the Service Agreements.

7.3 No Effect on Prior Liabilities. Withdrawal by any Participant will not terminate any ongoing or un-discharged liabilities, credits or obligations, including any contingent liabilities, credits or obligations, resulting from this Agreement until they are satisfied in full, or such Withdrawing Participant has provided a mechanism acceptable to NCPA, for the satisfaction in full thereof.

7.4 Associated Costs. A Withdrawing Participant shall reimburse NCPA for any and all costs resulting from the withdrawal, including but not limited to the legal, accounting, and administrative costs of winding up and assuring the complete satisfaction and discharge of the Withdrawing Participant’s liabilities, credits or obligations, including any contingent liabilities, credits or obligations.

Section 8. Power Management and Administrative Services Schedules.

Power Management and Administrative Services Schedules may be established for the implementation of this Agreement. Power Management and Administrative Services Schedules provide detailed descriptions, procedures, protocols and guidelines for the provision and allocation of services provided under this Agreement and the Service Agreements. Power Management and 31 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT Administrative Services Schedules may be established, repealed or amended by the Commission in accordance with this Agreement.

Section 9. Precedence of Agreement. Where there is any conflict between this Agreement and the Joint Powers Agreement, a Project Agreement, a Service Agreement or a NCPA Project Indenture of Trust, the provisions in the Joint Powers Agreement, Project Agreement, Service Agreement or NCPA Project Indenture of Trust shall control.

Section 10. Settlement of Disputes and Arbitration.

10.1 Settlement of Disputes. The Parties agree to make best efforts to settle all disputes among themselves connected with this Agreement as a matter of normal business under this Agreement. The procedures set forth in the remainder of this Section shall apply to all disputes that cannot be settled by the Participants themselves.

10.2 Facilities Committee and Commission Resolution. All disputes connected with this Agreement that cannot be resolved by the Parties themselves, may be submitted by any Party to the Facilities Committee, which shall consider the matter at its next regular meeting held not less than thirty (30) Calendar Days after the submission of the matter to it. If the Facilities Committee cannot resolve a dispute within thirty (30) Calendar Days after said 32 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT meeting, the dispute shall be submitted by the Facilities Committee to the Commission.

The Commission shall consider the matter at its next regular meeting held not less than thirty (30) Calendar Days after the submission of the matter to it. If the Commission cannot resolve a dispute within thirty (30) Calendar Days after said meeting, any Party to the dispute may commence mediation pursuant to Section 10.3.

The Facilities Committee and the Commission shall make best efforts to resolve all disputes submitted to them through discussion and negotiations. At any time during this process a Party or the Commission may suggest that a mediator with experience in the utility industry be asked to assist in such discussions and negotiations.

10.3 Mediation.

10.3.1 If informal dispute resolution by the Facilities Committee and Commission, as described in Section 10.2, fails, then prior to engaging in the arbitration outlined in Section 10.5, the Parties shall first attempt to settle any controversy or claim arising out of or relating to this Agreement, or breach thereof, through a mediation process by a disinterested third person, acceptable to the affected Parties. A formal mediation request shall be 33 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT submitted to the General Manager by any Party within ten (10) Calendar Days of the failure of dispute resolution by the Commission.

10.3.2 Once a mediation request is submitted by any Party, unless the Parties otherwise agree upon a mediator, each affected Party shall have thirty (30) Calendar Days in which to present to the General Manager a list of not more than three (3) disinterested mediators, each of whom shall preferably have experience in the utility industry and the subject matter area in question. Each Party in turn, in the order in which the lists are received by the General Manager, with NCPA exercising its turn last, may exercise the right to reject one (1) name from the list of mediators until only one (1) name is remaining. That person shall act as mediator. Any affected Party failing to present a list to the General Manager shall waive its right to participate in the selection of the mediator.

10.3.3 Each Party participating in the mediation shall bear its own attorney’s fees and costs in preparing for and conducting the mediation, except that the joint costs, if any, of the actual mediation proceeding, including all costs of the mediator, shall be shared equally by all the Parties participating in the mediation. Mediation proceedings shall not extend beyond ninety (90) Calendar Days without the agreement of each of the Parties participating in the mediation.
34 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT

10.4 Expedited Dispute Resolution Procedure.

10.4.1 At any time that a Party believes that a dispute exists which cannot be timely resolved under procedures set forth in Section 10.2 and 10.3, written notice shall be promptly provided by the Party to the General Manager and the Parties. Such notice shall provide a detailed explanation of the dispute and the position(s) of the Parties to the dispute.

The notice shall also provide an explanation of why the dispute cannot be timely resolved under the procedures set forth in Section 10.2 and 10.3.

10.4.2 Upon receipt of such notice, the General Manager shall determine what actions are appropriate to effectuate a resolution of the dispute. In the event that the General Manager cannot effectuate a resolution of the dispute satisfactory to all Parties participating in the dispute resolution within five (5) Business Days of receipt of such notice, the General Manager shall immediately notify the Chair of the Commission and provide copies of the notice to the Chair together with any comments of the General Manager, concerning the dispute.

10.4.3 Upon receipt of such notice, the Chair of the Commission shall either place the dispute on the agenda of the next regular meeting of the Commission occurring not less than two (2) weeks from the date of receipt for the purpose of having the Commission mediate the dispute, or, if deemed 35 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT necessary by the Chair in his or her discretion, due to the need for timely resolution, call a special meeting of the Commission for the purpose of having the Commission mediate the dispute. If the Commission cannot effectuate a resolution of the dispute within thirty (30) Calendar Days of such meeting, any affected Party may immediately invoke the provisions of Section 10.5.

10.5 Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach thereof, which is not resolved by mediation or expedited dispute resolution as provided in Section 10.2, 10.3 or

10.4, shall be settled by binding arbitration in accordance with the procedures set forth in this Section 10.5. Provided, however, that the provisions of this Section

10.5 may be invoked by a Party only following the exhaustion of the remedies provided in Sections 10.2, 10.3 or 10.4, and any dispute, controversies or claims not raised in the manner provided therein are deemed waived.

10.5.1 Schedule. Unless otherwise agreed, if the disputing Party fails to commence arbitration within ninety (90) Calendar Days after the mediation process fails, as provided for in Section 10.3, or the failure of the expedited dispute resolution process, as provided for in Section 10.4, the disputing Party shall be deemed to have waived all claims with respect to such dispute.
36 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT

10.5.2 Arbitration Rules. Except as otherwise provided in this Section, the arbitration shall be governed by the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). Notwithstanding such rules: (1) discovery shall be permitted and the provisions of California Code of Civil Procedure Section 1283.05 are incorporated by reference herein; except that, the Parties shall not use interrogatories as a means of discovery; and (2) if such AAA rules and provisions as herein modified shall conflict with the laws of the State of California then in force, then California law shall govern.

10.5.3 Commencement and Notice. A Party (the “Initiating Party”) may commence arbitration by serving written notice of its intent to commence arbitration upon the other Parties. The written notice shall express the Initiating Party's intent to institute arbitration under this Agreement, and shall in adequate detail set forth the nature of the dispute, the issue to be arbitrated, the Initiating Party's position thereon, and the remedy to be sought by such arbitration.

10.5.4 Response. Within thirty (30) Calendar Days of the receipt of the notice commencing arbitration and statement of the dispute and proposed remedy prepared pursuant to Section 10.5.3, each Party desiring to respond (each a “Responding Party”) shall serve a written response upon the 37 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT Initiating Party and the other Parties stating its understanding of the issues in dispute, its position thereon, the reasons supporting its position and its proposed remedy. The notices and statements required under Section 10.5.3 and this Section shall constitute the "Submittal Statements." The Initiating Party and the Responding Party or Responding Parties are jointly referred to as “the Arbitrating Parties.” All Parties shall be bound by the decision of the arbitrator, whether or not the Party is an Arbitrating Party.

10.5.5 Selection and Qualifications of Arbitrator. Within thirty (30) Calendar Days after delivery of the Initiating Party's written notice to commence arbitration, the Arbitrating Parties shall meet for the purpose of selecting a single impartial arbitrator. Unless otherwise agreed, in the event the Arbitrating Parties are unable to agree on the selection of an arbitrator at such meeting, they shall, within fifteen (15) Calendar Days of such meeting, request the American Arbitration Association (or a similar organization if the American Arbitration Association should not at that time exist) to provide a list of five (5) impartial arbitrators from which to select the arbitrator. The proposed arbitrators shall be available to serve and shall be skilled and experienced in the field of the dispute.

No person shall be eligible for appointment as an arbitrator who is a member of a governing board, an officer or an employee of any of the 38 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT Parties (whether or not such Party is an Arbitrating Party) or is otherwise interested in the matter to be arbitrated.

Within thirty (30) Calendar Days after the date of receipt of such list, the Arbitrating Parties shall take turns striking names from said list until the arbitrator has been selected by being the last name remaining on the list. The order of the Arbitrating Parties (and where more than four (4) Arbitrating Parties exist, the identity of the Arbitrating Parties eligible to exercise the right to strike names) striking names will be selected randomly by drawing lots in a manner decided by the General Manager. Provided, however, that the Initiating Party shall always have the right to strike a name and that NCPA shall always have the last opportunity to strike a name. After each name is stricken from the list, the next Arbitrating Party will have two (2) Business Days to strike a name from the list. If an Arbitrating Party fails to timely strike a name, it waives its right to strike names, but the remaining Arbitrating Parties shall continue to strike names in their turn, until only one (1) name is remaining. That person shall act as arbitrator. Within ten (10) Calendar Days after selection of the arbitrator, each of the Arbitrating Parties shall submit to the arbitrator their Submittal Statements previously prepared and exchanged.
39 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT

10.5.6 Arbitration Schedule. Within ten (10) Calendar Days after the submission of the Submittal Statements to the arbitrator, or as may otherwise be scheduled by the arbitrator in his or her discretion, the Arbitrating Parties shall meet with the arbitrator to establish a schedule for discovery, initial hearing, the time for the arbitrator to issue a decision after the close of hearing and any other rules for consideration. Should an Arbitrating Party fail to comply with any schedule established under this Section in a timely manner, that Arbitrating Party shall be deemed to have waived all claims with respect to the dispute. Such schedule may be modified by agreement of the Arbitrating Parties and the arbitrator.

10.5.7 Settlement. The Arbitrating Parties may settle the dispute at any time before the issuance of the arbitrator's decision.

10.5.8 Arbitrator’s Authority and Decision. The arbitrator may grant any remedy or relief that is just and equitable and within the scope of this Agreement and the Submittal Statements. Thus, the arbitrator may effectuate a compromise among the Arbitrating Parties taking into account each Arbitrating Party’s Submittal Statement.

The arbitrator shall issue a written decision which shall include findings of fact and conclusions of law with respect to the issues involved in the dispute. The arbitrator shall make his or her decision in accordance with 40 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT Good Utility Practice. The arbitrator may not grant any remedy or relief which is inconsistent with this Agreement or the Joint Powers Agreement.

The arbitrator shall specify the time within which the Arbitrating Parties shall comply with the decision. In no event shall the arbitrator's decision contain findings on issues not contained in, or grant a remedy beyond that sought in, the Submittal Statements. The arbitrator shall have no authority to award punitive or consequential damages. The arbitrator shall have no authority, power or jurisdiction to alter, amend, change, modify, add to, or subtract from any of the provisions of this Agreement, the Joint Powers Agreement, or any other agreement between NCPA and its Members, nor to consider any issues arising other than from the language in and authority derived from this Agreement.

10.5.9 Binding Arbitration. The decision of the arbitrator shall be final and binding upon all Parties (whether or not Arbitrating Parties) and the Parties shall take whatever action is required to comply with the decision.

The decision of the arbitrator may be enforced by any court or agency having jurisdiction.

10.5.10 Arbitration and Enforcement Expenses. Each
Arbitrating Party shall bear its own expenses, including arbitrator’s fees, attorney's fees and the fees and charges of expert witnesses, associated with 41 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT the arbitration. Provided, that if a resolution of the dispute is reached before the arbitrator issues an award, such expenses shall be borne as agreed by the Arbitrating Parties. Any and all expenses incurred by NCPA shall be treated as Power Management Services Costs.

Should any Party fail to abide by the decision of the arbitrator, any other Party may immediately seek relief in law or equity as may be appropriate. In such event, the prevailing Party shall be entitled to damages, if any, caused by the non-prevailing Party's failure to abide by the arbitrator's decision, and expenses caused by the enforcement of the arbitrator's decision, including, but not limited to, attorney's fees and the fees and charges of expert witnesses.

Section 11. Miscellaneous.

11.1 Confidentiality. The Parties will keep confidential all confidential or trade secret information made available to them in connection with this Agreement, to the extent possible, consistent with applicable laws, including the California Public Records Act. Confidential or trade secret information shall be marked or expressly identified as such.

If a Party (“Receiving Party”) receives a request from a Third Party for access to, or inspection, disclosure or copying of, any of the other Party’s (the “Supplying Party”) confidential data or information (“Disclosure Request”), then 42 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT the Receiving Party shall provide notice and a copy of the Disclosure Request to the Supplying Party within three (3) Business Days of receipt of the Disclosure Request. Within three (3) Business Days of receipt of such notice, the Supplying Party shall provide notice to the Receiving Party either:
(i) that the Supplying Party believes there are reasonable legal grounds for denying or objecting to the Disclosure Request, and the Supplying Party requests the Receiving Party to deny or object to the Disclosure Request with respect to identified confidential information. In such case, the Receiving Party shall deny the Disclosure Request and the Supplying Party shall defend the denial of the Disclosure Request at its sole cost, and it shall indemnify the Receiving Party for all costs associated with denying or objecting to the Disclosure Request. Such indemnification by the Supplying Party of the Receiving Party shall include all of the Receiving Party’s costs reasonably incurred with respect to denial of or objection to the Disclosure Request, including but not limited to costs, penalties, and the Receiving Party’s attorney’s fees; or
(ii) the Receiving Party may grant the Disclosure Request without any liability by the Receiving Party to the Supplying Party.

11.2 Indemnification and Hold Harmless. Subject to the provisions of Section 11.4, each Participant agrees to indemnify, defend and hold harmless 43 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT NCPA and its Members, including their respective governing boards, officials, officers, agents, and employees, from and against any and all claims, suits, losses, costs, damages, expenses and liability of any kind or nature, including reasonable attorneys’ fees and the costs of litigation, including experts, to the extent caused by any acts, omissions, breach of contract, negligence (active or passive), gross negligence, recklessness, or willful misconduct of that Participant, its governing officials, officers, employees, subcontractors or agents, to the maximum extent permitted by law.

11.3 Several Liabilities. Except as otherwise provided herein or in an applicable Service Agreement, no Participant shall be liable under this Agreement for the obligations of any other Participant, each Participant shall be solely responsible and liable for performance of its obligations under this Agreement and the obligation of each Participant under this Agreement is a several obligation and not a joint obligation with those of the other Participants.

11.4 No Consequential Damages. FOR ANY BREACH OF ANY

PROVISION OF THIS AGREEMENT FOR WHICH AN EXPRESS REMEDY OR

MEASURE OF DAMAGES IS PROVIDED IN THIS AGREEMENT, THE

LIABILITY OF THE DEFAULTING PARTY SHALL BE LIMITED AS SET

FORTH IN SUCH PROVISION, AND ALL OTHER DAMAGES OR REMEDIES ARE HEREBY WAIVED. IF NO REMEDY OR MEASURE OF DAMAGE IS 44 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT

EXPRESSLY PROVIDED, THE LIABILITY OF THE DEFAULTING PARTY

SHALL BE LIMITED TO ACTUAL DAMAGES ONLY AND ALL OTHER
DAMAGES AND REMEDIES ARE HEREBY WAIVED. IN NO EVENT SHALL

NCPA OR ANY PARTICIPANT OR THEIR RESPECTIVE SUCCESSORS,

ASSIGNS, REPRESENTATIVES, DIRECTORS, OFFICERS, AGENTS, OR

EMPLOYEES BE LIABLE FOR ANY LOST PROFITS, CONSEQUENTIAL,

SPECIAL, EXEMPLARY, INDIRECT, PUNITIVE OR INCIDENTAL LOSSES OR

DAMAGES, INCLUDING LOSS OF USE, LOSS OF GOODWILL, LOST

REVENUES, LOSS OF PROFIT OR LOSS OF CONTRACTS EVEN IF SUCH

PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,

AND NCPA AND EACH PARTICIPANT EACH HEREBY WAIVES SUCH

CLAIMS AND RELEASES EACH OTHER AND EACH OF SUCH PERSONS FROM ANY SUCH LIABILITY.

The Parties acknowledge that California Civil Code section 1542 provides that: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” The Parties waive the provisions of section 1542, or other similar provisions of law, and intend that the waiver and release provided by 45 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT this Section of this Agreement shall be fully enforceable despite its reference to future or unknown claims.

11.5 Waiver. No waiver of the performance by a Party of any obligation under this Agreement with respect to any default or any other matter arising in connection with this Agreement shall be effective unless given by the Commission. Any such waiver by the Commission in any particular instance shall not be deemed a waiver with respect to any subsequent performance, default or matter.

11.6 Amendments.

11.6.1 Amendments in General. Except where this Agreement specifically provides otherwise, this Agreement may be amended only by written instrument executed by the Parties with the same formality as this Agreement.

11.6.2 Addition, Amendment or Repeal of Power Management and Administrative Services Schedules. Any addition to, amendment to or repeal of the Power Management and Administrative Services Schedules attached hereto shall take effect after being approved by the Commission in a manner consistent with the voting procedures set forth in Section 5.4 of this Agreement, without the requirement of an approval of the individual Participants’ governing bodies.
46 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT

11.7 Severability. In the event that any of the terms, covenants or conditions of this Agreement or the application of any such term, covenant or condition, shall be held invalid as to any person or circumstance by any court having jurisdiction, all other terms, covenants or conditions of this Agreement and their application shall not be affected thereby, but shall remain in force and effect unless the court holds that such provisions are not severable from all other provisions of this Agreement.

11.8 Governing Law. This Agreement shall be interpreted, governed by, and construed under the laws of the State of California.

11.9 Headings. All indices, titles, subject headings, section titles and similar items are provided for the purpose of convenience and are not intended to be inclusive, definitive, or affect the meaning of the contents of this Agreement or the scope thereof.

11.10 Notices. Any notice, demand or request required or authorized by this Agreement to be given to any Party shall be in writing, and shall either be personally delivered to a Participant’s Commissioner or Alternate, and to the General Manager, or shall be transmitted to the Participant and the General Manager at the addresses shown on the signature pages hereof. The designation of such addresses may be changed at any time by written notice given to the General Manager who shall thereupon give written notice of such change to each 47 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT Participant. All such notices shall be deemed delivered when personally delivered, two (2) Business Days after deposit in the United States mail first class postage prepaid, or on the first Business Day following delivery through electronic communication.

11.11 Warranty of Authority. Each Party represents and warrants that it has been duly authorized by all requisite approval and action to execute and deliver this Agreement and that this Agreement is a binding, legal, and valid agreement enforceable in accordance with its terms. Upon execution of this Agreement, each Participant shall deliver to NCPA a resolution of the governing body of such Participant evidencing approval of and authority to enter into this Agreement.

11.12 Counterparts. This Agreement may be executed in any number of counterparts, and each executed counterpart shall have the same force and effect as an original instrument and as if all the signatories to all of the counterparts had signed the same instrument. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signatures thereon, and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more signature pages.
48 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT

11.13 Venue. In the event that a Party brings any action under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Placer or in the United States District Court for the Eastern District of California.

11.14 Attorneys’ Fees. If a Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provisions of this Agreement, each Party shall bear its own fees and costs, including attorneys’ fees, associated with the action.

11.15 No Third Party Beneficiaries. Nothing contained in this Agreement is intended by the Parties, nor shall any provision of this Agreement be deemed or construed by the Parties, by any third person or any Third Parties, to be for the benefit of any Third Party, nor shall any Third Party have any right to enforce any provision of this Agreement or be entitled to damages for any breach by the Parties of any of the provisions of this Agreement.

11.16 Assignment. No Member may assign or otherwise transfer its rights and obligations under this Agreement without the express written consent of NCPA. Such consent may not be unreasonably withheld.

11.17 Counsel Representation. Pursuant to the provisions of California Civil Code Section 1717 (a), each of the Parties were represented by counsel in the negotiation and execution of this Agreement and no one Party is the author 49 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT of this Agreement or any of its subparts. Those terms of this Agreement which dictate the responsibility for bearing any attorney’s fees incurred in arbitration, litigation or settlement in a manner inconsistent with the provisions of Section

11.2 were intentionally so drafted by the Parties, and any ambiguities in this Agreement shall not be interpreted for or against a Party by reason of that Party being the author of the provision.

IN WITNESS WHEREOF, NCPA and each Participant have, by the signature of its duly authorized representative shown below, executed and delivered a counterpart of this Agreement.

NORTHERN CALIFORNIA CITY OF ALAMEDA
POWER AGENCY 2000 Grand Street
651 Commerce Drive P.O. Box H
Roseville, CA 95678 Alameda, CA 94501
By: ' i Ir., By:

Title: GM Title:

Date: Date:

Approved as to form: Approved as to form:

Byyt^ti^'° By:

Its: General Counsel Its: City Attorney
Date: V51(Zl)(Y- Date:

CITY OF BIGGS CITY OF GRIDLEY
465 "C" Street 685 Kentucky Street
Biggs, CA 95917 Gridley, CA 95948
By: By:

Title: Title:

Date: Date:

Approved as to form: Approved as to form:

By: By:

Its: City Attorney Its: City Attorney
Date: Date:
50 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT IN WITNESS WHEREOF, NCPA and each Participant have, by the signature of its duly authorized representative shown below, executed and delivered a counterpart of this Agreement.

NORTHERN CALIFORNIA CITY OF ALAMEDA
POWER AGENCY 2000 Grand Street
651 Commerce Drive P.O. Box H
Roseville, CA 95678 Alameda, CA 94501
By: By: atiiwt/. .S >-xsEs - -o
Title: Title: L-ridr- O O'E1 /y/3^lla^l^ "7^
Date: Date: C-At/fApproved as to form: Approved as to form:

By: By: k'-
Its: General Counsel Its: City Attorney
Date: Date:

CITY OF BIGGS CITY OF GRIDLEY
465 "C" Street 685 Kentucky Street
Biggs, CA 95917 Gridley, CA 95948
By: By:

Title: Title:

Date: Date:

Approved as to form: Approved as to form:

By: By:

Its: City Attorney Its: City Attorney
Date: Date:
50 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT IN WITNESS WHEREOF, NCPA and each Participant have, by the signature of its duly authorized representative shown below, executed and delivered a counterpart of this Agreement.

NORTHERN CALIFORNIA CITY OF ALAMEDA
POWER AGENCY 2000 Grand Street
651 Commerce Drive P.O. Box H
Roseville, CA 95678 Alarneda, CA 94501
By: By:

Title: Title:

Date: Date:

Approved as to form: Approved as to form:

By: By:

Its: General Counsel Its: City Attorney
Date: Date:

CITY OF BIGGS CITY OF GRIDLEY
465 "C" Street 685 Kentucky Street
Biggs, CA 95917 Gridley, CA 95948
By:^ 9 L1-172 : By:

Title: A-1 Title:

Date: (f^ i'0 y Date:

Approved < o f/nrm: Approved as to form:
t,,,>By: ( --) ;-7 ,A By:

Its: City Attorney Its: City Attorney
Date: 101/11 Date:
50 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT IN WITNESS WHEREOF, NCPA and each Participant have, by the signature of its duly authorized representative shown below, executed and delivered a counterpart of this Agreement.

NORTHERN CALIFORNIA CITY OF ALAMEDA
POWER AGENCY 2000 Grand Street
651 Commerce Drive P.O. Box H
Roseville, CA 95678 Alameda, CA 94501
By: By:

Title: Title:

Date: Date:

Approved as to form: Approved as to form:

By: By:

Its: General Counsel Its: City Attorney
Date: Date:
50 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT

CITY OF BIGGS CITY OF GRIDLEY
465 "C" Street 685 Kentucky Street
Biggs, CA 95917 Gridley, CA 9594
Approved as to form:

Its: City Atto ey ` " Date: `I ` !4
By:

Its: City Attorney
Date:

CITY OF HEALDSBURG CITY OF LODI
401 Grove Street 221 W. Pine Street
Healdsburg, CA 95Lodi, CA 95240
y: Marj' Pettus By:

Title: 'rtyManager Title:

Date: 6-,?7-/`1 Date:

Approved as to form:

By: DavWarner By:

Its: City Attorney Its: City Attorney
Date: 3-- 27 - Date:

CITY OF LOMPOC CITY OF OAKLAND, acting
100 Civic Center Plaza by and through its
Lompoc, CA 93436 Board of Port Commissioners
530 Water Street
Oakland, CA 94607
By: By:

Title: Title:

Date: Date:

Approved as to form: Approved as to form:

By: By:

Its: City Attorney Its: Port General Counsel
Date: Date:
51 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT Approved as to form: Approved as to form:

By: By: `'G'oIl c' ^-b c....

Its: City Attorney Its: City Attorne
Date: Date: 3 i l ZZ(T "
CITY OF LOMPOC CITY OF OAKLAND, acting
100 Civic Center Plaza by and through its
Lompoc, CA 93436 Board of Port Commissioners
530 Water Street
Oakland, CA 94607
By: By:

Title: Title:

Date: Date:

Approved as to form: Approved as to form:

By: By:

Its: City Attorney Its: Port General Counsel
Date: Date:
51 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT

CITY OF HEALDSBURG
401 Grove Street
Healdsburg, CA 95448

CITY OF LODI
221 W. Pine Street
Lodi, CA 95240
By: : y:

Title: Title:

Date: Date:

CITY OF HEALDSBURG CITY OF LODI
401 Grove Street 221 W. Pine Street
Healdsburg, CA 95448 Lodi, CA 95240
By: By:

Title: Title:

Date: Date:

Approved as to form: Approved as to form:

By: By:

Its: City Attorney Its: City Attorney
Date: Date:

CITY OF LOMPOC CITY OF OAKLAND, acting
100 Civic Center Plaza by and through its
Lompoc, CA 93436 Board of Port Commissioners
530 Water Street
Oakland, CA 94607
w
BY L.; By:

Title: / 4 0 Title:

Date: 4F I b r f Date:

Approved as to form: Approved as to form:
1/2.PariCti-69ne ,
y: '^t75P^h 4^g ro vn.t._. By:

Its: City Attorney Its: Port General Counsel
Date: nI /IIJ-ollz-
Date:
51 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT

CITY OF HEALDSBURG CITY OF LODI
401 Grove Street 221 W. Pine Street
Healdsburg, CA 95448 Lodi, CA 95240
By: By:

Title: Title:

Date: Date:

Approved as to form: Approved as to form:

By: By:

Its: City Attorney Its: City Attorney
Date: Date:

CITY OF LOMPOC CITY OF OAKLAND, acting
100 Civic Center Plaza by and through its
Lompoc, CA 93436 Board of Port Commissioners
530 Water Street
Oakland, CA 94607
By: By:

Title: Title: ‘
Date: Date: -./
51 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT Approved as to form: Approved as to form:

WM'
By:

Its: City Attorney
Date:
/6-

CITY OF PALO ALTO
250 Hamilton Av ue
Palo Alto, CA 94 01

PLUMAS-SIERRA RURAL

ELECTRIC COOPERATIVE
73233 Highway 70
Portola, CA 96122
By:

Title:

Date:

Approved as to form:

T(,S kA(a) 1--- By:
ts: City Attorney Its: General Counsel
Date: 61(v ({ ` Date:

CITY OF ROSEVILLE CITY OF SANTA CLARA
311 Vernon Street 1500 Warburton Avenue
Roseville, CA 95678 Santa Clara, CA 95050
By: By:

Title: Title:

Date: Date:

Approved as to form: Approved as to form:

By: By:

Its: City Attorney Its: City Attorney
Date: Date:
52 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT

CITY OF PALO ALTO PLUMAS-SIERRA RURAL
250 Hamilton Avenue ELECTRIC COOPERATIVE
Palo Alto, CA 94301 73233 Highway 70
Portola 96122
By:

Title:

Date:

Approved as to form:

By:

Its: City Attorney
Date:

CITY OF ROSEVILLE Cl Y OF SANTA CLARA
311 Vernon Street 1500 Warburton Avenue
Roseville, CA 95678 Santa Clara, CA 95050
By: By:

Title: Title:

Date: Date:

Approved as to faun: Approved as to form:

By: By:

Its: City Attorney Its: City Attorney
Date: Date:
52 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT

CITY OF PALO ALTO PLUMAS-SIERRA RURAL
250 Hamilton Avenue ELECTRIC COOPERATIVE
Palo Alto, CA 94301 73233 Highway 70
Portola, CA 96122
By: By:

Title: Title:

Date: Date:

Approved as to form: Approved as to form:

By: By:

Its: City Attorney Its: General Counsel
Date: Date:

CITY OF ROSEVILLE CITY OF SANTA CLARA
311 Vernon Street 1500 Warburton Avenue
Roseville, CA 95678 Santa Clara, CA 95050
By: Rot Jensen By:

Title: /i-55i5i/f'N'7 ('1 ^7 /i-/V /t4 rr Title:

Date: Ap ri 1 17, 2014 Date:

Approved as to form:

By:

Its: City Attorney
Date:
52 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT

CITY OF PALO ALTO PLUMAS-SIERRA RURAL
250 Hamilton Avenue ELECTRIC COOPERATIVE
Palo Alto, CA 94301 73233 Highway 70
Portola, CA 96122
By: By:

Title: Title:

Date: Date:

Approved as to form: Approved as to form:

By: By:

Its: City Attorney Its: General Counsel
Date: Date:

CITY OF ROSEVILLE CITY OF SANTA CLARA
311 Vernon Street 1500 Warburton Avenue
Roseville, CA 95678 Santa Clara, CA 95050
T
Title: Title: a 171 Al
Date: Date: ,' - i lg l y
By: By: f t% i.^.. G S 1c.7
Its: City Attorney Its: City Attorney
Date: Date: (H -^`I
52 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT Approved as to form: Approved .. t^ f

SAN FRANCISCO BAY AREA RAPID CITY OF UKIAH
TRANSIT DISTRICT 300 Seminary Avenue
300 Lakeside Drive, 16 th Floor Ukiah, CA 95482
Oakland, CA 94612
By:

Title:

Date:

Approved as to form: Approved as to form:
(;t/t''-'L',tea'
By: Marco Gomez By:

Its: Attorney Its: City Attorney
Date:

I
Date:

TRUCKEE DONNER PUBLIC

UTILITY DISTRICT
11570 Donner Pass Rd
Truckee, CA 96161
By:

Title:

Date:

Approved as to form:

By:

Its: General Counsel
Date:
43 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT

SAN FRANCISCO BAY AREA RAPID CITY OF UKIAH
TRANSIT DISTRICT 300 Seminary Avenue
300 Lakeside Drive, 16th Floor Ukiah, CA 95482
Oakland, CA 94612
je"yL,t
By: By: Jane Chambers
Title: Tige: CityManQe r
,.

Date: Date: S/V/y
Approved as to form:

By: By: AvidRapport
Its: General Counsel Its: City Attomey
Date: Date:

TRUCKEE DONNER PUBLIC

UTILITY DISTRICT
11570 Donner Pass Rd
Truckee, CA 96161
By:

Title:

Date:

Approved as to form:

By:

Its: General Counsel
Date:
53 POWER MANAGEMENT AND ADMINIS'l'RATIVE SERVICES AGREEMENT

1 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT SCHEDULE 1
SCHEDULE 1

LIST OF PARTICIPANTS
The following is a list of the Participants who are signatories to this Agreement:

City of Alameda
City of Biggs
City of Gridley
City of Healdsburg
City of Lodi
City of Lompoc
City of Oakland, acting by and through its Board of Port Commissioners City of Palo Alto
City of Roseville
City of Santa Clara
City of Ukiah
Plumas-Sierra Rural Electric Cooperative
San Francisco Bay Area Rapid Transit District
1 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT SCHEDULE 2
SCHEDULE 2

SERVICE AGREEMENTS
Pursuant to this Agreement a Participant who desires to receive Power Management and Administrative Services from NCPA shall become a signatory to one or more Service Agreements based on the type and function of the services requested. The following is a description of the Service Agreements and identifies the Service Agreements a Participant is required to become a signatory to in order to receive Power Management and Administrative Services from NCPA, based on the type and function of the services received by the Participant.

Section 1. Service Agreements.

1.1 Amended and Restated Facilities Agreement. The Amended and Restated Facilities Agreement establishes the framework under which Project Agreements are created for the development, design, financing, construction and operation of NCPA Projects. The Amended and Restated Facilities Agreement also contains various schedules that include detailed principles, descriptions and procedures for managing, operating, scheduling, billing and settlement for the NCPA Projects.

A Participant that is a Project Participant, or who desires to become a Project Participant and enter into a Project Agreement for the purpose of developing, designing, financing, constructing and operating a NCPA Project, is 2 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT SCHEDULE 2
required to become a signatory to the Amended and Restated Facilities Agreement.

1.2 Amended and Restated Scheduling Coordination Program Agreement. The Amended and Restated Scheduling Coordination Program Agreement establishes the framework under which NCPA supplies Scheduling Coordination Services to the signatories of that agreement. Scheduling Coordination Services include, but are not limited to, (i) the submission of schedules and bids for load, resources (including, but not limited to NCPA Projects, Member owned generation, other generation resources, imports and exports), trades and/or other CAISO products in the CAISO energy and ancillary services markets, (ii) obtaining and maintaining settlement quality meter data, (iii) reviewing, validating, reconciling and allocating CAISO settlement charges and credits.

A Participant that (i) is a Project Participant in a NCPA Project, (ii) is a Pool Member, or (iii) desires to take Scheduling Coordination Services from NCPA (including, but not limited to, the provision of Scheduling Coordination Services to a non-NCPA Project resource), is required to become a signatory to the Amended and Restated Scheduling Coordination Program Agreement.

1.3 Second Amended and Restated Pooling Agreement. The Second Amended and Restated Pooling Agreement establishes the framework under 3 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT SCHEDULE 2
which the Pool Members have established an operating resource pool to jointly manage their collective portfolios of loads and resources. Pursuant to the Second Amended and Restated Pooling Agreement, NCPA has established the facilities, staff and capabilities to provide services to the Pool Members, including, but not limited to, load forecasting and resource planning, purchasing and selling energy, capacity and other related products, and providing centralized dispatch and scheduling services for Pool Member loads and resources.

A Participant that desires to become a Pool Member and receive the services provided by NCPA under the Second Amended and Restated Pooling Agreement is required to become a signatory to the Second Amended and Restated Pooling Agreement.

1.4 Amended and Restated Market Purchase Program Agreement. The Amended and Restated Market Purchase Program Agreement establishes the framework under which NCPA may negotiate and enter into Contract Transactions to purchase or sell Approved Products on behalf of a signatory to that agreement.

A Participant that desires NCPA to enter into Contract Transactions on its behalf is required to become a signatory to the Amended and Restated Market Purchase Program Agreement.
4 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT SCHEDULE 2

1.5 Natural Gas Program Agreement. The Natural Gas Program Agreement establishes the framework under which NCPA may enter into term agreements to purchase natural gas on behalf of a signatory to that agreement.

A Participant that desires NCPA to enter into term agreements to purchase natural gas on its behalf is required to become a signatory to the Natural Gas Program Agreement.

1.6 Single Member Services Agreement. The Single Member Services Agreement establishes the framework under which NCPA may provide special services to a single Member, in the nature of an advisor or agent, by which the Member may receive an advantage by avoiding the cost of the embedded expertise that it would have to employ in the absence of NCPA, and the risks associated therewith, so that the Member may, at its sole risk, and without hazard to NCPA and its other Members, receive benefits, when other NCPA Members may not share interests in a Member’s specific effort.

A Participant that desires NCPA to supply special services that may not otherwise be available through other existing Service Agreements intended to provide the desired services to more than a single Participant, is required to become a signatory to a Single Member Services Agreement.

1.7 Operating Service Agreement. The Operating Service Agreement establishes the framework under which NCPA may provide certain services, as 5 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT SCHEDULE 2
described in the subject agreement, related to the operation of Member resources and other investments, where the services desired by the Member include specific requirements or are not otherwise available pursuant to an existing Service Agreement.

A Participant that desires NCPA to supply services that include specific requirements or that are not otherwise available pursuant to an existing Service Agreement is required to become a signatory to an Operating Service Agreement.

1.8 Special Conditions. From time to time special conditions or requirements for services may be requested from NCPA by a Participant under which no existing Service Agreement is available to satisfy such needs. At the sole discretion of the Commission, certain “one-off” agreements may be developed between NCPA and a Participant, or group of Participants, to enable NCPA to provide such special services. An example of such special services is the Power Management Agreement Between Northern California Power Agency and Truckee Donner Public Utility District, entered into on August 1, 2007.

A Participant, or group of Participants, that desires NCPA to supply special services that are not otherwise available under an existing Service Agreement may submit a written request to the General Manager for such special services, and at the sole discretion of the Commission, NCPA may agree 6 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT SCHEDULE 2
to develop certain agreements to provide such requested services to a Participant or group of Participants.
1 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT SCHEDULE 3
SCHEDULE 3

POWER MANAGEMENT AND ADMINISTRATIVE

SERVICES CATEGORIES
Power Management and Administrative Services are categorized based on the type and function of services provided. NCPA supplies each of the following functional categories of Power Management and Administrative Services pursuant to and in support of the Service Agreements.

Section 1. Power Management and Administrative Services Categories.

1.1 Schedule Coordination. Scheduling Coordination Services include, but are not limited to, the development, validation and submission of schedules and bids to the CAISO and/or other balancing authority operator markets for NCPA and Member loads and resources, where NCPA acts as Scheduling Coordinator or Scheduling Agent, interchange management services, WECC and NERC compliance activities and support, and system control and data acquisition.

1.2 Real Time Dispatch. Real time dispatch services include, but are not limited to, monitoring and dispatching NCPA and Member loads and resources, outage coordination, management of unplanned outages and system emergencies, purchasing and selling energy and capacity in real time, and coordination and switching.
2 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT SCHEDULE 3

1.3 Power Pool Management. Power pool management services include, but are not limited to, load, resource and price forecasting, resource planning, optimization, risk analysis and management, pre-scheduling activities, power pool operations and settlement standards, contract administration, and industry restructuring and advocacy activities.

1.4 Resource Management. Resource management services include, but are not limited to, forecasting activities, resource planning, optimization, risk analysis and management, power and fuels transactions, pre-scheduling activities, contract administration, maintenance, negotiation and litigation support, and industry restructuring and advocacy activities.

1.5 Settlements. Power settlement services include, but are not limited to, CAISO settlement charge code validation and allocation, deal control tracking and data validation, contract support activities, analytical support to other NCPA business units and Members in the areas of energy transaction settlements and accounting, meter data validation and management, and development of the All Resources Bill and supporting information.

1.6 Risk Management. NCPA is responsible for providing risk management tools and procedures to protect Members from and mitigate risks inherent in the energy, natural gas, and other commodity trading markets, including the management and coordination of purchase and sale activities 3 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT SCHEDULE 3
within NCPA and Member risk management criteria. Common risk management activities performed by NCPA include, but are not limited to, assessment and management of NCPA and Member portfolio market exposure, monitoring economy and energy market developments, evaluating counterparty credit risk, maintaining policies and procedures, and organizing meetings with NCPA and Member staff to evaluate risk exposure and compliance with risk management policies established by the Commission. NCPA’s provision of risk management services is made in accordance with the Energy Risk Management Policy and Energy Risk and Counterparty Risk Management Regulations.

1.7 Direct Assignment Activities. Direct assignment activities include, but are not limited to, information technology development, integration and maintenance used in conjunction with and in support of Power Management and Administrative Services (including software and hardware), term purchases and sales of energy, capacity, natural gas and other related attributes and commodities, market information and forecasting services, and other specific services provided as directed by the Commission from time to time, or in conjunction with or in support of the Service Agreements. 1 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT SCHEDULE 4
SCHEDULE 4

POWER MANAGEMENT AND ADMINISTRATIVE SERVICES

COST ALLOCATION METHODOLOGY
Section 1. Definitions. Unless defined in this Schedule 4, all terms used in this Schedule 4 with initial capitalization shall have the same meaning as those contained in Section 1 of this Agreement:

1.1 “NCPA Power Management Cost Allocation Spreadsheet Model” shall mean the spreadsheet model first approved by the Commission, pursuant to Commission Resolution 10-16, that is based on the cost allocation principles and recommendations documented in the NCPA Power Management Cost Allocation Study Phase IIa Recommendations Final Report, dated January 14, 2010, as such spreadsheet model may be modified from time to time as directed by the Commission.

Section 2. Cost Allocation Methodology. Costs associated with Power Management and Administrative Services shall be allocated among the Participants in accordance with the NCPA Power Management Cost Allocation Spreadsheet Model.
1 AMENDED AND RESTATED

FACILITIES AGREEMENT
i

AMENDED AND RESTATED FACILITIES AGREEMENT
Table of Contents
Section 1. Definitions....................................................................................................4 Section 2. Purpose.........................................................................................................7 Section 3. Duties of the Commission..........................................................................7 Section 4. Duties of the General Manager and NCPA Staff....................................9 Section 5. Facilities Committee .................................................................................12 Section 6. Project Services, Development and Costs .............................................19 Section 7. Project Share Transfers, Sales, Assignments and Exchanges .............25 Section 8. Billing and Payments................................................................................29 Section 9. Cooperation and Further Assurances ....................................................31 Section 10. Participant Covenants and Defaults ...................................................32 Section 11. Facilities Schedules................................................................................36 Section 12. Other Agreements .................................................................................37 Section 13. Potential Adverse Impact.....................................................................38 Section 14. Term and Termination..........................................................................38 Section 15. Admission and Withdrawal of Participants......................................38 Section 16. Reports and Records .............................................................................42 Section 17. Settlement of Disputes and Arbitration .............................................43 Section 18. Miscellaneous.........................................................................................43 Facilities Schedule 1. List of Participants.......................................................................1 Facilities Schedule 2. NCPA Projects .............................................................................1 Facilities Schedule 3. Billing Procedures and NCPA Project Cost Determinants....1 Facilities Schedule 4. Shared Facilities and Cost Sharing ...........................................1 Facilities Schedule 5. CT1 Project Operating Procedures ...........................................1 Facilities Schedule 6. Geothermal Project Operating Procedures..............................1 Facilities Schedule 7. Hydroelectric Project Operating Procedures ..........................1 Facilities Schedule 8. STIG Project Operating Procedures..........................................1 Facilities Schedule 9. Power Purchase Project Operating Procedures ......................1 Facilities Schedule 10. Reserve Funds............................................................................1 Facilities Schedule 11. Project Phases.............................................................................1 Facilities Schedule 12. Federal Tax Guidelines Relating to Private Business Use...1 Facilities Schedule 13. Reports to Participants .............................................................1 Facilities Schedule 14. Participant Notice Requirements ............................................1 1 AMENDED AND RESTATED FACILITIES AGREEMENT
This AMENDED AND RESTATED FACILITIES AGREEMENT (“this
Agreement”) is dated as of October 1, 2014 by and among the Northern California Power Agency, a joint powers agency of the State of California ("NCPA"), and the signatories to this Agreement other than NCPA (“Participants”). NCPA and the Participants are referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS
A. NCPA has heretofore been duly established as a public agency pursuant to the Joint Exercise of Powers Act of the Government Code of the State of California and, among other things, is authorized to acquire, construct, finance, and operate buildings, works, facilities and improvements for the generation and transmission of electric capacity and energy for resale.

B. Each of the Participants other than the Turlock Irrigation District (“TID”) is also a signatory to the Joint Powers Agreement which created NCPA and therefore is a Member. The Participants other than TID are referred to as “Member” or “Members”.

C. Each of the Participants to this Agreement has executed one or more Project Agreements to participate in a NCPA Project or Projects. 2 AMENDED AND RESTATED FACILITIES AGREEMENT
D. Each Participant is authorized by its Constitutive Documents to obtain electric capacity and energy for its present or future requirements, through contracts with NCPA or otherwise.

E. The Participants desire NCPA to establish facilities, staff and the capability for planning for the addition of generation or transmission facilities, and for entering into long-term transactions and transmission services.

F. NCPA has established facilities, staff and the capability for planning for the addition of generation or transmission facilities, and for entering into long-term transactions and transmission services.

G. The Participants desire NCPA to maintain, operate and schedule the NCPA Projects in accordance with each respective Project Agreement, applicable market rules and Good Utility Practices for the benefit of the Participants.

H. The Members and NCPA have established and may again establish NCPA Projects for the supply of electric capacity, energy, and related attributes, and desire to clearly define and facilitate the activities of NCPA in connection with such NCPA Projects.

I. This Agreement establishes the framework under which Project Agreements are created for the development, design, financing, construction, and operation of specific NCPA Projects.
3 AMENDED AND RESTATED FACILITIES AGREEMENT
J. Each of the Parties intends to observe the provisions of this Agreement in good faith and shall cooperate with all other Parties in order to achieve the full benefits of joint design, construction, and operation of facilities.

K. The Parties desire to equitably allocate costs of NCPA’s provision of services under this Agreement among the Participants.

L. This Agreement amends, restates and replaces that certain Facilities Agreement dated as of December 15, 1993, as amended by Amendment No. 1 dated as of April 1, 2011 (as amended, “the prior facilities agreement”), and the prior facilities agreement is hereafter of no further force or effect.

M. The Member Service Agreements between the Parties were superseded by the prior facilities agreement, and continue to have no further force or effect.

N. The Lodi Energy Center is independently governed pursuant to separate agreements, and therefore the terms and conditions of this Agreement do not apply to it.

O. The Participants further desire, insofar as possible, to insulate other Members, whether or not such Members are also Participants, from risks inherent in the services and transactions undertaken on behalf of any given Participant or group of Participants.

NOW, THEREFORE, the Parties agree as follows:
4 AMENDED AND RESTATED FACILITIES AGREEMENT
Section 1. Definitions.

1.1 Definitions. Whenever used in this Agreement (including the Recitals hereto), the following terms shall have the following respective meanings, provided, capitalized terms used in this Agreement (including the Recitals hereto) that are not defined in Section 1 of this Agreement shall have the meaning indicated in Section 1 of the Power Management and Administrative Services Agreement:

1.1.1 “Administrative Services Costs” means that portion of the NCPA administrative, general and occupancy costs and expenses, including those costs and expenses associated with the operations, direction and supervision of the general affairs and activities of NCPA, general management, treasury operations, accounting, budgeting, payroll, human resources, information technology, facilities management, salaries and wages (including retirement benefits) of employees, facility operation and maintenance costs, taxes and payments in lieu of taxes (if any), insurance premiums, fees for legal, engineering, financial and other services, power management services, general settlement and billing services and general risk management costs, that are charged directly or apportioned to the development, financing, construction, improvement, maintenance, operation or decommissioning of a NCPA Project. Administrative Services Costs as 5 AMENDED AND RESTATED FACILITIES AGREEMENT
separately defined herein and used in the context of this Agreement is different and distinct from the term Administrative Services Costs as defined in Section 1 of the Power Management and Administrative Services Agreement.

1.1.2 “Agreement” means this Amended and Restated
Facilities Agreement, including all Facilities Schedules.

1.1.3 “Constitutive Documents” means, with respect to NCPA, the Joint Powers Agreement and any resolutions or bylaws adopted thereunder with respect to the governance of NCPA, and with respect to each Participant, the California Government Code and other statutory provisions applicable to such Participant, any applicable agreements, charters, contracts or other documents concerning the formation, operation or decision making of such Participant, including, if applicable, its City Charter, and any codes, ordinances, bylaws, and resolutions adopted by such Participant’s governing body.

1.1.4 “Defaulting Participant” has the meaning set forth in Section 10.2 of this Agreement.

1.1.5 “Event of Default” has the meaning set forth in Section

10.2 of this Agreement.
6 AMENDED AND RESTATED FACILITIES AGREEMENT

1.1.6 “Facilities Schedules” are the principles and/or
procedures adopted by the Commission, which are appended to and made part of this Agreement, and are subject to change or amendment from time to time pursuant to Section 18.7.2.

1.1.7 “OSHA” means either the State or federal Occupational Safety and Health Administration, or their respective successors.

1.1.8 “Participant” has the meaning set forth in the recitals of this Agreement. Each Participant, other than TID, shall be a Member.

Participants to this Agreement are listed in Facilities Schedule 1.

1.1.9 “Party” or “Parties” has the meaning set forth in the recitals hereto; provided that “Third Parties” are entities that are not Party to this Agreement.

1.1.10 “Power Management and Administrative Services
Agreement” means the NCPA Power Management and Administrative Services Agreement, dated as of October 1, 2014 between NCPA and the Members who are signatories to that agreement by which NCPA provides Power Management and Administrative Services.

1.1.11 “Project Costs” are costs associated with a NCPA Project authorized pursuant to this Agreement and/or Project Agreements. 7 AMENDED AND RESTATED FACILITIES AGREEMENT

1.1.12 “Third Party” means an entity (including a Member) that is not a Party to this Agreement.

1.1.13 “Turlock Irrigation District” or “TID” means the Turlock Irrigation District, a California Irrigation District.

1.1.14 “Withdrawing Participant” has the meaning set forth in Section 15.2 of this Agreement.

1.2 Rules of Interpretation. All words and references as used in this Agreement (including the Recitals hereto), unless in any such case the context requires otherwise, shall be interpreted pursuant to Section 1.2 of the Power Management and Administrative Services Agreement.

Section 2. Purpose. The purpose of this Agreement is to set forth the terms and conditions under which NCPA may acquire, construct, finance and plan for the addition of NCPA Projects, and manage, maintain, operate, schedule and perform billing for NCPA Projects.

Section 3. Duties of the Commission.

3.1 Commission. The Commission is responsible for the
administration of this Agreement. Each Member shall be represented by its Commissioner or their designated alternate Commissioner (“Alternate”) pursuant to the Joint Powers Agreement. Each Commissioner shall have 8 AMENDED AND RESTATED FACILITIES AGREEMENT
authority to act for the Participant represented with respect to matters pertaining to this Agreement.

3.2 Duties and Authorities. In addition to the administration of this Agreement, the duties and authorities of the Commission are as specified in the Joint Powers Agreement, the NCPA Commission Bylaws, and all Project Agreements between NCPA and Project Participants.

3.3 NCPA Projects. The Commission shall take all action required of it in connection with NCPA Projects in a timely manner consistent with obligations pursuant to Project Agreements, other agreements between NCPA and Project Participants and as provided in this Agreement.

3.4 Forum. Whenever any action anticipated by this Agreement is required to be jointly taken by the Participants, such action shall be taken at regular or special meetings of the NCPA Commission.

3.5 Quorum.

3.5.1 General Administration. For purposes of acting upon matters that relate to general administration of this Agreement, such as, but not limited to, establishment of common billing procedures, a quorum of the Commission shall consist of those Commissioners, or their designated Alternates, representing a numerical majority of the Member Participants. 9 AMENDED AND RESTATED FACILITIES AGREEMENT

3.5.2 Relating to a NCPA Project. For purposes of acting upon matters that relate to a NCPA Project, or more than a single NCPA Project, a quorum of the Commission shall be established as provided for in the applicable Project Agreement.

3.6 Voting.

3.6.1 General Administration. For acting upon matters that relate to general administration of this Agreement, each Member Participant shall have the right to cast one (1) vote. Actions of the Commission shall be effective only upon a majority vote of the Member Participants.

3.6.2 Relating to a NCPA Project. For acting upon matters that relate to a NCPA Project, or more than a single NCPA Project, voting shall be in accordance with the applicable Project Agreement.

3.7 Adoption and Amendment of Annual Budget. Annually, the Commission shall adopt an Annual Budget, which includes, but is not limited to, all costs attributed to services provided under this Agreement, for at least the next succeeding Fiscal Year in accordance with the NCPA Joint Powers Agreement and this Agreement. Provided, however, that the Commission may in its discretion adopt a two-year budget if permitted to do so by the NCPA Commission Bylaws or the Joint Powers Agreement.

Section 4. Duties of the General Manager and NCPA Staff. 10 AMENDED AND RESTATED FACILITIES AGREEMENT

4.1 Reporting Authority. The General Manager shall report to, and be supervised by, the Commission pursuant to the JPA.

4.2 NCPA Staff. The General Manager shall hire such staff or consultants as necessary to carry out NCPA’s obligations pursuant to this Agreement, within the constraints of the Annual Budget.

4.3 Duties and Authority. The General Manager, or NCPA staff designated by the General Manager, shall:
(a) Carry out directions of the Commission with respect to matters related to this Agreement;
(b) Direct, conduct, and administer First Phase Project studies; (c) Direct and carry out all responsibilities of NCPA acting as project manager or agent that operates the project pursuant to this Agreement, Project Agreements, Facilities Schedules, Operating Agreements, or any other agreement between NCPA and Project Participants. Examples of said responsibilities include but are not limited to:
(1) Acquisition of property, easements, and water rights as necessary to construct and operate NCPA Projects;
(2) Obtaining federal, State, and local permits, licenses, opinions and rulings, as well as any environmental permits, allowances 11 AMENDED AND RESTATED FACILITIES AGREEMENT
or GHG Compliance Instruments, as necessary to construct and operate NCPA Projects;
(3) Directing the design and construction of NCPA Projects; (4) Recommending methods for NCPA Project financing;
(5) Providing for the operation and maintenance of NCPA Projects, with contract support if necessary, in accordance with all applicable reliability standards, requirements, criteria and rules, and consistent with Good Utility Practice;
(6) Developing a billing system and invoicing Participants; (7) Preparing and submitting proposed budgets for NCPA
Projects for the ensuing Fiscal Year to the Commission and appropriate NCPA committees on such schedule as
established by the Commission;
(8) Installing and maintaining meters and metering equipment for NCPA Projects in accordance with all applicable metering requirements and standards, including but not limited to all standards and requirements enforced in the CAISO Tariff; (9) Providing Scheduling Coordination Services for NCPA Projects in accordance with the Amended and Restated
Scheduling Coordination Program Agreement; and
(10) Presenting to the Facilities Committee proposed amendments to this Agreement and the Facilities Schedules for the
Committee’s review and recommendations.

4.4 Goals and Objectives. Each year, the General Manager shall propose to the Commission, specific goals and objectives for the NCPA staff as such relate to this Agreement. NCPA shall provide periodic reports to the 12 AMENDED AND RESTATED FACILITIES AGREEMENT
Commission regarding progress toward meeting the approved goals and objectives. Those goals and objectives pertaining to NCPA Projects shall be reviewed by the Facilities Committee.

Section 5. Facilities Committee.

5.1 Representation. The Facilities Committee is hereby established as an advisory committee to the Commission. Each Participant shall be entitled to identify a Primary Representative (“Primary Representative”) to the Facilities Committee and Alternate Representatives (“Alternate Representative”) by written notice from a Participant’s Commissioner, or their designee, to the General Manager. Provided however, that TID’s Primary Representative and Alternative Representative shall be identified by written notice from its general manager to the General Manager.

In the absence of the Primary Representative, the Alternate Representative shall have all the rights of the Primary Representative with respect to matters properly before the Facilities Committee under this Agreement. Primary and Alternate Representatives shall serve until replaced by the Participant through written notice from the Participant’s Commissioner, or their designee (or, in the case of TID, its general manager), provided to the General Manager.

5.2 Officers and Staff. The Facilities Committee shall annually elect a chair and a vice-chair to serve for the ensuing year. The chair of the Facilities 13 AMENDED AND RESTATED FACILITIES AGREEMENT
Committee is responsible for managing Facilities Committee meetings, and in the absence of the Facilities Committee chair, the vice-chair shall assume the duties of the chair. Unless otherwise determined by vote of the Facilities Committee, the vice-chair of the Facilities Committee will automatically become the chair of the Facilities Committee following conclusion of the existing chair’s annual term.

The General Manager, or his or her designee, shall act as staff to the Facilities Committee. The General Manager shall designate a NCPA staff person to act as secretary of the Facilities Committee.

5.3 Recommendations. Recommendations of the Facilities Committee shall be made to the Commission, Project Participants, and others, as appropriate, in coordination with the General Manager.

5.4 Meetings. Meetings of the Facilities Committee shall be held at least quarterly and be conducted in accordance with the Ralph M. Brown Act.

The Facilities Committee shall adopt a meeting schedule for the next calendar year prior to the end of each calendar year. The Facilities Committee secretary shall be responsible for the posting of all agendas, for the provision of notice of meetings to the Facilities Committee, and for the keeping of minutes reflecting the discussions and decisions of the Facilities Committee.

5.5 Quorum.
14 AMENDED AND RESTATED FACILITIES AGREEMENT

5.5.1 Quorum of the Facilities Committee. A quorum of the Facilities Committee shall consist of those Primary Representatives, or their designated Alternate Representatives, representing a numerical majority of the Participants.

5.5.2 Relating to a NCPA Project. Once a meeting of the Facilities Committee has been established pursuant to Section 5.5.1, for purposes of acting upon matters relating to a NCPA Project pursuant to this Agreement, a quorum of the Project Participants shall be required and shall consist of those Primary Representatives, or their designated Alternate Representatives, representing a numerical majority of a NCPA Project’s Participants, or, in the absence of such, those Primary Representatives, or their designated Alternate Representatives, representing a NCPA Project’s Participants having a combined Project Participation Percentage greater than 50%.

5.5.3 Relating to More than One NCPA Project. Once a
meeting of the Facilities Committee has been established pursuant to Section

5.5.1, for purposes of acting upon matters relating to more than one NCPA Project pursuant to this Agreement, a quorum of the Project Participants for each involved NCPA Project must be separately established, pursuant to Section 5.5.2, before the Facilities Committee can take formal action. 15 AMENDED AND RESTATED FACILITIES AGREEMENT

5.6 Voting.

5.6.1 General Administration. For acting upon matters not directly related to a NCPA Project, the Primary Representatives, or their designated Alternate Representatives, of each Participant shall have the right to cast one (1) vote. Actions of the Facilities Committee shall be effective only upon a majority vote of the Participants.

5.6.2 Relating to a NCPA Project. Each Primary
Representative, or designated Alternate Representative, to the Facilities Committee shall have the right to cast one (1) vote with respect to actions involving a NCPA Project in which such Project Participant has a Project Participation Percentage. Actions of the Facilities Committee involving a NCPA Project shall be effective and final upon a majority vote of the Project Participants present, subject to the following exception:
a) Upon demand of any Project Participant in the involved NCPA Project, at the meeting of the Facilities Committee, the vote on any issue relating to such NCPA Project shall be by Project Participation Percentage and sixty five
percent (65%) or greater affirmative vote shall be
required to take action.

5.6.3 Relating to More than One NCPA Project. For acting upon matters relating to more than one NCPA Project, a separate vote of each involved NCPA Project’s Participants shall be required, and the voting 16 AMENDED AND RESTATED FACILITIES AGREEMENT
procedures specified in Section 5.6.2 shall apply. Actions of the Facilities Committee involving more than one NCPA Project shall be effective only upon an affirmative vote of the Project Participants for each affected NCPA Project.

5.6.4 Lack of Quorum. If the Facilities Committee is unable to satisfy the quorum requirements of Section 5.5 prior to casting a vote pertaining to matters involving general administration of this Agreement, a NCPA Project, or more than one NCPA Project, the result of such vote shall not be represented as an official vote of the Facilities Committee, but at the request of one or more Participants a tally of the respective votes may be collected, and presented to the Commission for informational purposes.

5.6.5 Matters Relating to TID. Notwithstanding any other provision in this Agreement to the contrary; (1) TID shall be entitled to designate a Primary Representative and Alternate Representative of TID to the Facilities Committee for so long as TID shall remain a Project Participant in Geothermal Generating Project Number 3, which representatives shall have voting rights only with respect to those matters directly relating to said project; and (2) amendments to this Agreement which do not impair the rights of TID as provided in subsection (1) of this Section 5.6.5 shall not 17 AMENDED AND RESTATED FACILITIES AGREEMENT
require the consent of TID, provided that TID shall be given written notice of any amendment to this Agreement.

5.7 Responsibilities. The Facilities Committee shall provide representation of Participants in connection with Project Agreements. The Facilities Committee shall also review, make recommendations, or take other actions pursuant to this Agreement concerning Project studies and other activities or actions conducted by, or proposed by, NCPA in connection with NCPA Projects or First Phase activities. Examples of such responsibilities include but are not limited to:
(a) Review and make recommendations concerning Project studies conducted by NCPA staff or consultants;
(b) Review and make recommendations concerning the proposed acquisition of property, easements, and water rights by NCPA; (c) Review and make recommendations concerning proposed NCPA actions relative to obtaining federal, State, and local permits, licenses, opinions and rulings, as well as any environmental permits, allowances or GHG Compliance Instruments to the extent permitted by law;
(d) Review and make recommendations concerning NCPA Project designs;
18 AMENDED AND RESTATED FACILITIES AGREEMENT
(e) Monitor the progress of each NCPA Project, and where appropriate, recommend actions;
(f) Review and make recommendations concerning all plans, procedures and contracts for the procurement of fuel, equipment, materials and services related to NCPA Projects;
(g) Review, and make recommendations regarding the operation and maintenance of NCPA Projects, including maintenance schedules and operation plans;
(h) Review and make recommendations concerning remedial actions, settlements of disputes, granting of relief, in accordance with the dispute resolution provisions of this Agreement;
(i) Review and make recommendations regarding NCPA Project billing procedures;
(j) Review and make recommendations concerning the Annual Budget, and modifications thereto, proposed by the General Manager; and
(k) Initiate, or review and make recommendations concerning proposed amendments to this Agreement and to the Facilities Schedules.
19 AMENDED AND RESTATED FACILITIES AGREEMENT

5.8 Goals and Objectives. The Facilities Committee may suggest specific goals and objectives for NCPA concerning NCPA Projects, and shall review and make recommendations concerning specific goals and objectives proposed by the General Manager for NCPA Projects.

Section 6. Project Services, Development and Costs.

6.1 Scope of Services. NCPA shall act as project manager or agent that operates the project on behalf of the Participants, and shall coordinate and manage all phases of NCPA Project development. NCPA will operate, maintain, schedule and perform billing for NCPA Projects as provided in this Agreement, except as otherwise specified in a specific Project Agreement.

6.2 Designation of NCPA Projects. All Projects when so designated by the Commission shall be known as NCPA Projects. All NCPA Projects subject to the terms and conditions of this Agreement are listed in Facilities Schedule 2.

Facilities Schedule 2 shall be updated by NCPA upon the Commission’s designation of a new NCPA Project.

6.3 NCPA Project Development Phases. Any NCPA Project
undertaken by NCPA may proceed through one or more phases as provided in this Section and Facilities Schedule 11.

6.3.1 First Phase. The “First Phase” of a Project consists of all surveys and preliminary investigation work performed by NCPA regarding a 20 AMENDED AND RESTATED FACILITIES AGREEMENT
proposed Project supported out of NCPA’s general funds as required by the JPA or provided voluntarily by one or more NCPA Members, pursuant to Facilities Schedule 11, and prior to the time that the Commission declares it as a NCPA Project. For the purpose of terminating the First Phase, the Commission may declare a termination of investigations regarding the proposed Project, or may declare the Project to be a NCPA Project by entering into a Project Agreement with one or more NCPA Members desiring to participate as indicated in Section 6.3.2 or 6.3.3.

6.3.2 Second Phase. The “Second Phase” of a NCPA Project consists of all work performed after one or more NCPA Members has signed a Second Phase Agreement with NCPA for Project surveys, preliminary investigations, study, design, or development, but before a Third Phase Agreement for the NCPA Project becomes effective.

6.3.3 Third Phase. The “Third Phase” of a NCPA Project
consists of all work performed after one or more NCPA Members has contracted with NCPA pursuant to a Third Phase Agreement to participate in the financing, construction, operation, and maintenance, and/or rights to the output, of the NCPA Project. Nothing herein prevents the combination of the Second and Third Phases, if NCPA and the participating NCPA Members so agree.
21 AMENDED AND RESTATED FACILITIES AGREEMENT
Third Phase Agreements shall be written as “take-or-pay” (“hell-or-high-water”) agreements to the greatest extent possible, so as to insulate NCPA and all Members who are not Project Participants from liability arising from the NCPA Project. Third Phase Agreements shall obligate Project Participants to treat all Project Costs as operation and maintenance expenses of their respective Electric Systems, and shall pledge the Project Participant’s obligation to raise electric rates and/or increase Revenues upon demand of NCPA so as to pay such Project Costs.

6.4 Project Participation. Any Member desiring to participate in a NCPA Project by executing a Project Agreement must first become a Party to this Agreement.

Member Participants may elect to finance and participate in the Second Phase, Third Phase, or operation of a NCPA Project through execution of a Project Agreement.

The Project Participation Percentage shall be based on participation in the previous phase of the NCPA Project, unless the NCPA Project is not fully subscribed, or as otherwise agreed. If the NCPA Project is not fully subscribed, any unsubscribed portion of the NCPA Project shall be divided among Project Participants electing to increase their share, in proportion to their original Project 22 AMENDED AND RESTATED FACILITIES AGREEMENT
Participation Percentages, unless otherwise unanimously agreed to by such Project Participants.

Unless otherwise agreed, any Third Phase Agreement shall provide for retirement of any preliminary financing and reimbursement of any expenditure of Project Participants in the Second Phase of such NCPA Project, out of final long-term financing of the NCPA Project or other funding method, including but not limited to cash payment.

Unless otherwise agreed, those Participants not parties to the Second Phase may participate in the Third Phase provided such Participant(s) agree to assume, pro rata, all Second Phase obligations, that such Participants reimburse the Second Phase Participants for such pro rata share either as part of the longterm financing of the NCPA Project or as otherwise agreed, and that all Second Phase Project Participants agree to such participation in writing within forty-five (45) Calendar Days after written notice of a desire to participate.

6.5 Agreements. Agreements covering the several phases of NCPA Projects are generally designated as follows:
(a) Second Phase Agreements or Licensing and Development Agreements shall govern Second Phase NCPA Projects; and 23 AMENDED AND RESTATED FACILITIES AGREEMENT
(b) Third Phase Agreements for Construction, Operation and Financing, Participation Agreements or Power Purchase
Agreements shall govern Third Phase NCPA Projects; and
(c) Facilities Schedules established pursuant to this Agreement, Project Agreements, including Operating Agreements, and other
agreements between NCPA and any Project Participant(s), shall further govern operation and maintenance of NCPA Projects, after completion.

6.6 Project Development Procedures. Procedures, criteria, rules, and standards relating to construction, operation and maintenance of NCPA Projects shall be established by the Commission or the General Manager, as provided in this Agreement and Project Agreements.

6.7 Scheduling Coordination. Except as otherwise provided by a separate agreement, NCPA shall provide Scheduling Coordination Services and shall monitor, schedule, settle and dispatch capacity, energy and associated attributes for delivery from each NCPA Project to the Project Participants in accordance with this Agreement and the Amended and Restated Scheduling Coordination Program Agreement. Therefore, each Project Participant shall become a signatory to the Amended and Restated Scheduling Coordination Program Agreement. Each Operating Entity shall coordinate with NCPA the 24 AMENDED AND RESTATED FACILITIES AGREEMENT
scheduling of its single or combined Project Participation Percentage share, of the available capacity and energy from a NCPA Project, subject to all applicable operating constraints, requirements and tariffs applicable to such activities, including, but not limited to, the CAISO Tariff, unless otherwise specified in a Project Agreement. Each Project Participant, or group of Project Participants, acting as an Operating Entity for the purpose of coordinating scheduling and dispatching of their Project Participation Percentage share of a NCPA Project with NCPA must comply with the scheduling criteria set forth in the Amended and Restated Scheduling Coordination Program Agreement.

6.8 Project Costs. All Project Costs attributed to a NCPA Project shall be allocated to the Project Participants of said NCPA Project in accordance with the provisions of the applicable Project Agreement, this Agreement, and/or the Power Management and Administrative Services Agreement.

6.9 Incidental Project Costs. Incidental costs that result from a NCPA Project, or associated transmission or other facilities located within or directly connected to the system of a Participant, will be treated as Project Costs and be borne by the NCPA Project.

6.10 Scheduling Coordination Costs. All costs of Scheduling Coordination Services, including, but not limited to, day-ahead scheduling costs, schedule coordination costs, system control and load dispatch costs, real-time 25 AMENDED AND RESTATED FACILITIES AGREEMENT
dispatch costs and settlement costs associated with monitoring, scheduling, dispatching and settlement of each NCPA Project shall be treated as Project Costs and be allocated to the Project Participants of said NCPA Project in accordance with the provisions of the applicable Project Agreements, this Agreement, the Power Management and Administrative Services Agreement, and/or the Amended and Restated Scheduling Coordination Program Agreement.

6.11 Administrative Services Costs. NCPA Projects are supported by other common activities and services provided by NCPA. Administrative Services Costs attributed to NCPA’s provision of such activities and services to a NCPA Project shall be treated as a Project Cost and be allocated to each Project Participant in accordance with the provisions of the applicable Project Agreements, this Agreement, and/or the Power Management and Administrative Services Agreement.

Section 7. Project Share Transfers, Sales, Assignments and Exchanges.

7.1 Notice of Intent to Transfer, Sell, Assign or Exchange Project Participation Percentage Share or Associated Attributes. Prior to a Participant entering into a transfer, sale, assignment or exchange of all or any portion of its Project Participation Percentage share of a NCPA Project or its Project Participation Percentage share of a specific NCPA Project attribute, a Participant 26 AMENDED AND RESTATED FACILITIES AGREEMENT
shall provide written notice to the General Manager in accordance with Facilities Schedule 14.

7.2 NCPA Project Participation Percentage Share Transfers, Sales, Assignments or Exchanges by a Project Participant. Except where the applicable Project Agreement provides otherwise, if a Participant desires to transfer, sell, assign or exchange a portion, or its entire Project Participation Percentage share, of a NCPA Project for a specific time interval, or permanently, and a Participant directly makes the desired transfer, sale, assignment or exchange on its own behalf, and does not request NCPA to arrange the desired transfer, sale, assignment or exchange, such transfer, sale, assignment or exchange will not be subject to the right of first refusal process contained in Section 7.3.

7.3 NCPA Project Participation Percentage Share Transfers, Sales, Assignments or Exchanges through NCPA. Except where the applicable Project Agreement provides otherwise, if a Participant desires to transfer, sell, assign or exchange a portion, or its entire Project Participation Percentage share, of a NCPA Project for a specific time interval, or permanently, and a Participant requests NCPA to consummate the desired transfer, sale, assignment or exchange on behalf of the Participant, NCPA will use its best efforts in accordance with this Section 7.3 to arrange the transfer, sale, assignment or exchange of the portion of the Participant’s Project Participation Percentage share 27 AMENDED AND RESTATED FACILITIES AGREEMENT
of such NCPA Project on behalf of the Participant, following the right of first refusal process listed below:

7.3.1 Before NCPA may transfer, sell, assign or exchange a Project Participation Percentage share to any person or entity other than a Project Participant in the same NCPA Project, NCPA shall give all Member Project Participants in the same NCPA Project the right to purchase or take receipt of the share.

7.3.2 Before NCPA may transfer, sell, assign or exchange a Project Participation Percentage share to any person or entity other than a Participant in this Agreement, NCPA shall give all Member Participants the right to purchase or take receipt of the share.

7.3.3 Before NCPA may transfer, sell, assign or exchange a Project Participation Percentage share to any person or entity other than a Member, it shall give all Members the right to purchase or take receipt of the share.

7.3.4 NCPA shall make all such transfers, sales, assignments or exchanges on behalf of Participants on terms and conditions consistent with the requirements of the applicable Project Agreement, and shall offer the NCPA Project Participation Percentage share to NCPA Members and other persons or entities on terms and conditions no more favorable than those on 28 AMENDED AND RESTATED FACILITIES AGREEMENT
which it offered the share to the Project Participants in the same NCPA Project.

7.4 Tax Exempt Status. All transfers, sales, assignments and exchanges arranged by NCPA or directly undertaken by a Project Participant must be made in accordance with the federal tax guidelines relating to private business use as specified in Facilities Schedule 12. Notwithstanding any provision of this Agreement to the contrary, NCPA shall not be obligated to arrange the transfer, sale, assignment or exchange of a Participant’s Project Participation Percentage share of a NCPA Project if such transfer, sale, assignment or exchange may, in NCPA’s opinion, adversely affect the tax exempt status of any NCPA debt obligation.

7.5 Facilities Committee Participation. Non-Member entities to whom a Participant’s Project Participation Percentage share of a NCPA Project is transferred, sold, assigned or exchanged are not thereby entitled to participate in the activities of the Facilities Committee, including voting activities, other than as members of the public, nor do such entities become a member of the Facilities Committee.

7.6 Non-Participant Transferees. Neither NCPA nor a Participant shall transfer, sell, assign or exchange a Participant’s Project Participation Percentage share of a NCPA Project to a non-Participant Member without such 29 AMENDED AND RESTATED FACILITIES AGREEMENT
non-Participant Member becoming a Participant to this Agreement prior to, or concurrently with, the execution of such transfer, sale, assignment or exchange.

Section 8. Billing and Payments.

8.1 Invoices. NCPA will issue an invoice to each Participant for its share of Project Costs, Administrative Services Costs, scheduling coordination costs, and all other costs for services provided in accordance with this Agreement. Such invoice may be either the All Resources Bill or separate special invoice, as determined by NCPA. Such invoices will be made pursuant to the requirements and procedures provided for in this Agreement, Project Agreements, and all other applicable agreements. At NCPA’s discretion, invoices may be issued to Participants using electronic media or physical distribution.

8.2 Payment of Invoices. All invoices delivered by NCPA (including the All Resources Bill) are due and payable thirty (30) Calendar Days after the date thereof; provided, however, that any amount due on a day other than a Business Day may be paid on the following Business Day.

8.3 Late Payments. Any amount due and not paid by a Participant in accordance with Section 8.2 shall be considered late and bear interest computed on a daily basis until paid at the lesser of (i) the per annum prime rate (or 30 AMENDED AND RESTATED FACILITIES AGREEMENT
reference rate) of the Bank of America NT&SA then in effect, plus two percent (2%) or (ii) the maximum rate permitted by law.

8.4 Billing Disputes. A Participant may dispute the accuracy of any invoice issued by NCPA under this Agreement by submitting a written dispute to NCPA, within thirty (30) Calendar Days of the date of such invoice; nonetheless the Participant shall pay the full amount billed when due. If a Participant does not timely question or dispute the accuracy of any invoice in writing, the invoice shall be deemed to be correct. Upon review of a submitted dispute, if an invoice is determined by NCPA to be incorrect, NCPA shall issue a corrected invoice and refund any amounts that may be due to the Participant. If NCPA and the Participant fail to agree on the accuracy of an invoice within thirty (30) Calendar Days after the Participant has disputed it, the General Manager shall promptly submit the dispute to the Commission for resolution. If the Commission and the Participant fail to agree on the accuracy of a disputed invoice within sixty (60) Calendar Days of its submission to the Commission, the dispute may then be resolved under the mediation and arbitration procedures set forth in Section 17 of this Agreement. Provided, however, that prior to resorting to either mediation or arbitration proceedings, the full amount of the disputed invoice must be paid.

8.5 Billing/Settlement Data and Examination of Books and Records. 31 AMENDED AND RESTATED FACILITIES AGREEMENT

8.5.1 Settlement Data. NCPA shall make billing and
settlement data available to the Participants in the All Resources Bill, or other invoice, or upon request. NCPA may also, at its sole discretion, make billing and settlement support information available to Participants using electronic media (e.g. electronic data portal). Procedures and formats for the provision of such electronic data submission may be established by the Commission from time to time. Without limiting the generality of the foregoing, NCPA may, in its reasonable discretion, require the Participants to execute a nondisclosure agreement prior to providing access to the NCPA electronic data portal.

8.5.2 Examination of Books and Records. Any Participant to this Agreement shall have the right to examine the books and records created and maintained by NCPA pursuant to this Agreement at any reasonable, mutually agreed upon time.

Section 9. Cooperation and Further Assurances. Each of the Parties agree to provide such information, execute and deliver any instruments and documents and to take such other actions as may be necessary or reasonably requested by any other Party which are consistent with the provisions of this Agreement and which do not involve the assumption of obligations other than those provided for in this Agreement, in order to give full effect to this Agreement and to carry 32 AMENDED AND RESTATED FACILITIES AGREEMENT
out the intent of this Agreement. The Parties agree to cooperate and act in good faith in connection with obtaining any credit support required in order to satisfy the requirements of this Agreement.

Section 10. Participant Covenants and Defaults.

10.1 Each Participant covenants and agrees: (i) to make payments to NCPA, from its Electric System Revenues, of its obligations under this Agreement as an operating expense of its Electric System; (ii) to fix the rates and charges for services provided by its Electric System, so that it will at all times have sufficient Revenues to meet the obligations of this Agreement, including the payment obligations; (iii) to make all such payments due NCPA under this Agreement whether or not there is an interruption in, interference with, or reduction or suspension of services provided under this Agreement, such payments not being subject to any reduction, whether by offset or otherwise, and regardless of whether any dispute exists; and (iv) to operate its Electric System, and the business in connection therewith, in accordance with Good Utility Practice.

10.2 Events of Default. An Event of Default under this Agreement shall exist upon the occurrence of any one or more of the following by a Participant (the “Defaulting Participant”):
33 AMENDED AND RESTATED FACILITIES AGREEMENT
(i) the failure of any Participant to make any payment in full to NCPA when due, where such failure is not cured within thirty (30) Calendar Days following receipt of a notice from NCPA demanding cure; (ii) the failure of a Participant to perform any covenant or obligation of this Agreement where such failure is not cured within thirty (30) Calendar Days following receipt of a notice from NCPA demanding cure.

Provided, that this subsection shall not apply to any failure to make payments specified by subsection 10.2 (i));
(iii) if any representation or warranty of a Participant material to the services provided hereunder shall prove to have been incorrect in any material respect when made and the Participant does not cure the facts underlying such incorrect representation or warranty so that the representation or warranty becomes true and correct within thirty (30) Calendar Days of the date of receipt of notice from NCPA demanding cure; or
(iv) if a Participant is in default or in breach of any of its covenants under any other agreement with NCPA and such default or breach is not cured within the time periods specified in such agreement.

10.3 Uncontrollable Forces. A Party shall not be considered to be in default in respect of any obligation hereunder if prevented from fulfilling such obligation by reason of Uncontrollable Forces. Provided, that in order to be 34 AMENDED AND RESTATED FACILITIES AGREEMENT
relieved of an Event of Default due to Uncontrollable Forces, a Party affected by an Uncontrollable Force shall:
(i) first provide oral notice to the General Manager using telephone communication within two (2) Business Days of the onset of the Uncontrollable Force, and provide subsequent written notice to the General Manager and all other Parties within ten (10) Business Days of the onset of the Uncontrollable Force, describing its nature and extent, the obligations which the Party is unable to fulfill, the anticipated duration of the Uncontrollable Force, and the actions which the Party will undertake so as to remove such disability and be able to fulfill its obligations hereunder; and
(ii) use due diligence to place itself in a position to fulfill its obligations hereunder and if unable to fulfill any obligation by reason of an Uncontrollable Force such Party shall exercise due diligence to remove such disability with reasonable dispatch. Provided, that nothing in this subsection shall require a Party to settle or compromise a labor dispute.

10.4 Cure of an Event of Default. An Event of Default shall be deemed cured only if such default shall be remedied or cured within the time periods specified in Section 10.2 above, as may be applicable, provided, however, upon request of the Defaulting Participant the Commission may waive the default at its sole discretion, where such waiver shall not be unreasonably withheld. 35 AMENDED AND RESTATED FACILITIES AGREEMENT

10.5 Remedies in the Event of Uncured Default. Upon the occurrence of an Event of Default which is not cured within the time limits specified in Section

10.2, without limiting other rights or remedies available under this Agreement, at law or in equity, and without constituting or resulting in a waiver, release or estoppel of any right, action or cause of action NCPA may have against the Defaulting Participant, NCPA may take any or all of the following actions:
(i) suspend the provision of services under this Agreement to such Defaulting Participant;
(ii) demand that the Defaulting Participant provide further assurances to guarantee the correction of the default, including the collection of a surcharge or increase in electric rates, or such other actions as may be necessary to produce necessary Revenues to correct the default; or (iii) enforce all other rights or remedies available to it under any Project Agreement in which the Defaulting Participant is a Project Participant.

10.6 Effect of Suspension.

10.6.1 Generally. The suspension of this Agreement will not terminate, waive, or otherwise discharge any ongoing or undischarged liabilities, credits or obligations arising from this Agreement until such liabilities, credits or obligations are satisfied in full. 36 AMENDED AND RESTATED FACILITIES AGREEMENT

10.6.2 Suspension. If performance of all or any portion of this Agreement is suspended by NCPA with respect to a Participant in accordance with subsection 10.5(i), such Participant shall pay any and all costs incurred by NCPA as a result of such suspension including reasonable attorney fees, the fees and expenses of other experts, including auditors and accountants, or other reasonable and necessary costs associated with such suspension and any portion of the Project Costs, scheduling and dispatch costs, and Administrative Services Costs that were not recovered from such Participant as a result of such suspension.

Section 11. Facilities Schedules.

11.1 Facilities Schedules. Facilities Schedules shall be established relating to operations of NCPA Projects and administrative matters for the implementation of this Agreement. All Facilities Schedules may be established, repealed or amended by the Commission in accordance with this Agreement, except as provided in Section 11.3 with respect to Facilities Schedules applicable to NCPA Projects for which a separate Operating Agreement exists. The Commission shall consider any recommendation of the Facilities Committee.

11.2 Scope of Facilities Schedules. Facilities Schedules include detailed principles, descriptions and procedures for managing, operating, scheduling, billing and settlement for the NCPA Projects.
37 AMENDED AND RESTATED FACILITIES AGREEMENT

11.3 Operating Agreements. For those NCPA Projects for which a separate Operating Agreement has been or later is executed by NCPA and the Project Participants, the applicable Facilities Schedules will supplement the Operating Agreement and shall include a note that an Operating Agreement exists. To the extent a Facilities Schedule and Operating Agreement are inconsistent, the Operating Agreement shall govern. An Operating Agreement, whether or not it is appended to this Agreement as a Facilities Schedule, may only be amended according to the terms contained therein.

Section 12. Other Agreements.

12.1 Precedence of Agreements. Where there is any conflict between this Agreement and the Joint Powers Agreement, a Project Agreement or a NCPA Project Indenture of Trust, the provisions in the Joint Powers Agreement, Project Agreement or NCPA Project Indenture of Trust shall control.

12.2 Member Services Agreement. The Member Service Agreements between NCPA, the Cities of Alameda, Biggs, Gridley, Healdsburg, Lodi, Lompoc, Palo Alto, Roseville, and Ukiah, and the Plumas-Sierra Rural Electric Cooperative dated February 2, 1981, and the Member Service Agreement between NCPA and the City of Santa Clara dated February 12, 1981, were previously terminated and have no further force or effect. At such time as the City of Redding may become a Participant, then this Agreement shall supersede 38 AMENDED AND RESTATED FACILITIES AGREEMENT
and replace the Member Service Agreement between NCPA and the City of Redding dated February 12, 1981.

Section 13. Potential Adverse Impact.

13.1 Notification. A Participant shall promptly notify the General Manager in writing of any new or materially changed plan(s) for additions to, retirements of, or changes in transmission or other facilities, which are subject to the control of such Participant, including distribution level transmission or other facilities, and which the Participant believes could affect the capacity or deliverability of a NCPA Project located within the Participant's system. The Facilities Committee shall review such plan(s) and may recommend remedial actions.

Section 14. Term and Termination.

14.1 Effective Date. This Agreement shall become effective on the first day of the month after which it has been duly executed by all Participants, and delivered to and executed by NCPA (the “Effective Date”). NCPA shall notify all Participants in writing of the Effective Date.

14.2 Term and Termination. This Agreement shall continue in full effect until terminated by consent of all Parties.

Section 15. Admission and Withdrawal of Participants.
39 AMENDED AND RESTATED FACILITIES AGREEMENT

15.1 Admission of a New Participant. Subsequent to the initial Effective Date, a Member may become a Participant by executing this Agreement. Such Member Participant will become a Participant effective on the date of its delivery to NCPA of an executed counterpart of this Agreement.

15.2 Withdrawal of Participants. Any Participant may withdraw from this Agreement (“Withdrawing Participant”) by: (1) submitting notice, in writing to all Parties at least two (2) years in advance of the effective date of such withdrawal, provided that such withdrawal shall only be effective on the last day of a NCPA fiscal year and that the Withdrawing Participant has fully satisfied all obligations it has incurred under this Agreement; and (2) divesting its Project Participation Percentage share of all NCPA Projects through a permanent transfer, sale, assignment or exchange, so that (i) the Withdrawing Participant permanently disposes of its legal and contractual obligation to pay for all Project Costs, and other related costs, including disposing of its obligations specified in each respective Project Agreement and Project Indenture of Trust, and (ii) the party (or parties) taking permanent transfer, sale, assignment or exchange of the Withdrawing Participant’s Project Participation Percentage of a NCPA Project is or becomes a Member Participant; provided, however, the withdrawal requirements stated herein may be altered upon mutual agreement between NCPA and the Withdrawing Participant whereby all un-discharged 40 AMENDED AND RESTATED FACILITIES AGREEMENT
liabilities, credits or obligations of the Withdrawing Participant, including any contingent liabilities, credits or obligation, are fully satisfied. NCPA and the Withdrawing Participant shall negotiate in good faith and shall cooperate in reaching such mutual agreement. The two (2) year duration of the notice requirement may be waived or reduced by the Commission in its sole discretion.

Withdrawal by any Participant shall not terminate this Agreement as to the remaining Participants.

15.3 No Effect on Prior Liabilities. Withdrawal by any Participant will not terminate any ongoing or un-discharged liabilities, credits or obligations, including any contingent liabilities, credits or obligations, resulting from this Agreement until they are satisfied in full, or such Withdrawing Participant has provided a mechanism acceptable to NCPA, for the satisfaction in full thereof.

A Withdrawing Participant shall not be obligated to compensate the remaining Participants for loss of any benefits that would have accrued to the remaining Participants if the Withdrawing Participant had continued its participation. Nor shall the remaining Participants be obligated to compensate the Withdrawing Participant for any benefits that accrue to the remaining Participants because of the withdrawal. Reallocation of the costs and benefits of continuing under this Agreement after a Participant has withdrawn shall not give rise to any claim against a Withdrawing Participant by the remaining 41 AMENDED AND RESTATED FACILITIES AGREEMENT
Parties. Nor shall any of the remaining Parties be obligated to compensate the Withdrawing Participant for any benefits that accrue to the remaining Parties because of such a reallocation of costs and benefits.

15.4 Associated Costs. A Withdrawing Participant shall reimburse NCPA for any and all costs resulting from the withdrawal, including but not limited to the legal, accounting, and administrative costs of winding up and assuring the complete satisfaction and discharge of the Withdrawing Participant’s liabilities, credits or obligations, including any contingent liabilities, credits or obligations.

15.5 Withdrawal of Participant from the JPA. Notwithstanding the provisions of the Power Management and Administrative Services Agreement, the Amended and Restated Scheduling Coordination Program Agreement, and this Agreement, a Member Participant that terminates its membership in the joint powers agency pursuant to the Joint Powers Agreement, but has not withdrawn from this Agreement pursuant to Section 15.2, shall continue its participation in this Agreement as a non-Member Participant and remain obligated and liable to pay its Project Participation Percentage share of all Project Costs, and other related costs attributed to a NCPA Project in which the non-Member Participant is a Project Participant, as specified in the applicable Project Agreements, the Power Management and Administrative Services Agreement, the Amended and 42 AMENDED AND RESTATED FACILITIES AGREEMENT
Restated Scheduling Coordination Program Agreement, and this Agreement, provided, however, the non-Member Participant is thereby no longer a Member or a member of the Facilities Committee, and is not entitled to participate in the activities of the Commission or the Facilities Committee, including voting activities, other than as a member of the public. A non-Member Participant shall remain obligated to take Scheduling Coordination Services provided by NCPA for all NCPA Projects in which the non-Member Participant is a Project Participant notwithstanding the fact that such non-Member Participant may no longer be a signatory to the Amended and Restated Scheduling Coordination Program Agreement.

Section 16. Reports and Records.

16.1 Reports to Participants. NCPA shall prepare and make available to each Participant the reports listed in Facilities Schedule 13. The frequency of distribution shall be as specified in Facilities Schedule 13.

16.2 Records. Each Party shall keep such records as may be reasonably required by the General Manager to carry out his or her duties pursuant to Section 4.3 of this Agreement, and shall furnish to the General Manager such records, reports, and other information as he or she may reasonably require.

16.3 Reports to Other Agencies. NCPA will submit such reports and records which are required or may be required by the California Energy 43 AMENDED AND RESTATED FACILITIES AGREEMENT
Commission, FERC, NERC, WECC, OSHA or such other local, State, regional or federal agencies, as such reports and records are required for NCPA to fulfill its obligations under this Agreement.

Section 17. Settlement of Disputes and Arbitration. The Parties agree to make best efforts to settle all disputes among themselves connected with this Agreement as a matter of normal business under this Agreement. The procedures set forth in Section 10 of the Power Management and Administrative Services Agreement shall apply to all disputes that cannot be settled by the Participants themselves; provided, that the provisions of Section 8.4 shall first apply to all disputes involving invoices prepared by NCPA.

Section 18. Miscellaneous.

18.1 Confidentiality. The Parties will keep confidential all confidential or trade secret information made available to them in connection with this Agreement, to the extent possible, consistent with applicable laws, including the California Public Records Act. Confidential or trade secret information shall be marked or expressly identified as such.

If a Party (“Receiving Party”) receives a request from a Third Party for access to, or inspection, disclosure or copying of, any of the other Party’s (the “Supplying Party”) confidential data or information (“Disclosure Request”), then the Receiving Party shall provide notice and a copy of the Disclosure Request to 44 AMENDED AND RESTATED FACILITIES AGREEMENT
the Supplying Party within three (3) Business Days of receipt of the Disclosure Request. Within three (3) Business Days of receipt of such notice, the Supplying Party shall provide notice to the Receiving Party either:
(i) that the Supplying Party believes there are reasonable legal grounds for denying or objecting to the Disclosure Request, and the Supplying Party requests the Receiving Party to deny or object to the Disclosure Request with respect to identified confidential information. In such case, the Receiving Party shall deny the Disclosure Request and the Supplying Party shall defend the denial of the Disclosure Request at its sole cost, and it shall indemnify the Receiving Party for all costs associated with denying or objecting to the Disclosure Request. Such indemnification by the Supplying Party of the Receiving Party shall include all of the Receiving Party’s costs reasonably incurred with respect to denial of or objection to the Disclosure Request, including but not limited to costs, penalties, and the Receiving Party’s attorney’s fees; or
(ii) the Receiving Party may grant the Disclosure Request without any liability by the Receiving Party to the Supplying Party.

18.2 Indemnification and Hold Harmless. Subject to the provisions of Section 18.4, each Participant agrees to indemnify, defend and hold harmless NCPA and its Members, including their respective governing boards, officials, 45 AMENDED AND RESTATED FACILITIES AGREEMENT
officers, agents, and employees, from and against any and all claims, suits, losses, costs, damages, expenses and liability of any kind or nature, including reasonable attorneys’ fees and the costs of litigation, including experts, to the extent caused by any acts, omissions, breach of contract, negligence (active or passive), gross negligence, recklessness, or willful misconduct of that Participant, its governing officials, officers, employees, subcontractors or agents, to the maximum extent permitted by law.

18.3 Several Liabilities. Except as otherwise provided herein or in an applicable Project Agreement, no Participant shall be liable under this Agreement for the obligations of any other Participant, each Participant shall be solely responsible and liable for performance of its obligations under this Agreement and the obligation of each Participant under this Agreement is a several obligation and not a joint obligation with those of the other Participants.

18.4 No Consequential Damages. FOR ANY BREACH OF ANY

PROVISION OF THIS AGREEMENT FOR WHICH AN EXPRESS REMEDY OR

MEASURE OF DAMAGES IS PROVIDED IN THIS AGREEMENT, THE

LIABILITY OF THE DEFAULTING PARTY SHALL BE LIMITED AS SET

FORTH IN SUCH PROVISION, AND ALL OTHER DAMAGES OR REMEDIES ARE HEREBY WAIVED. IF NO REMEDY OR MEASURE OF DAMAGE IS

EXPRESSLY PROVIDED, THE LIABILITY OF THE DEFAULTING PARTY 46 AMENDED AND RESTATED FACILITIES AGREEMENT

SHALL BE LIMITED TO ACTUAL DAMAGES ONLY AND ALL OTHER
DAMAGES AND REMEDIES ARE HEREBY WAIVED. IN NO EVENT SHALL

NCPA OR ANY PARTICIPANT OR THEIR RESPECTIVE SUCCESSORS,

ASSIGNS, REPRESENTATIVES, DIRECTORS, OFFICERS, AGENTS, OR

EMPLOYEES BE LIABLE FOR ANY LOST PROFITS, CONSEQUENTIAL,

SPECIAL, EXEMPLARY, INDIRECT, PUNITIVE OR INCIDENTAL LOSSES OR

DAMAGES, INCLUDING LOSS OF USE, LOSS OF GOODWILL, LOST

REVENUES, LOSS OF PROFIT OR LOSS OF CONTRACTS EVEN IF SUCH

PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,

AND NCPA AND EACH PARTICIPANT EACH HEREBY WAIVES SUCH

CLAIMS AND RELEASES EACH OTHER AND EACH OF SUCH PERSONS FROM ANY SUCH LIABILITY.

The Parties acknowledge that California Civil Code section 1542 provides that: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” The Parties waive the provisions of section 1542, or other similar provisions of law, and intend that the waiver and release provided by this Section of this Agreement shall be fully enforceable despite its reference to future or unknown claims.
47 AMENDED AND RESTATED FACILITIES AGREEMENT

18.5 Waiver. No waiver of the performance by a Party of any obligation under this Agreement with respect to any default or any other matter arising in connection with this Agreement shall be effective unless given by the Commission. Any such waiver by the Commission in any particular instance shall not be deemed a waiver with respect to any subsequent performance, default or matter.

18.6 Division of Responsibility. Neither the General Manager, the Parties to this Agreement, nor an entity acting on behalf of the Parties, shall be responsible for the transmission, control, use, or application of capacity and energy provided under this Agreement or the Facilities Schedules attached hereto on the receiving Party's side of such Party's point of interconnection and shall not, in any event, be liable for damage or injury to any person or property whatsoever, arising, accruing, or resulting from, in any manner, the receiving, transmission, control, use, application, or distribution by NCPA, or the Participants, or any Third Party acting on behalf of NCPA or the Parties, of said capacity and energy on the receiving Party's side of such Party's point of interconnection.

18.7 Amendments.

18.7.1 Amendments in General. Except where this Agreement specifically provides otherwise, this Agreement may be amended only by 48 AMENDED AND RESTATED FACILITIES AGREEMENT
written instrument executed by the Parties with the same formality as this Agreement.

18.7.2 Approval and Amendment of Facilities Schedules. Any addition to, amendment to or termination of the Facilities Schedules attached hereto shall take effect after being approved by the Commission in a manner consistent with the voting procedures set forth in Section 3.6 of this Agreement, without the requirement of an approval of the individual Participants’ governing bodies.

18.8 Assignment of Agreement.

18.8.1 Binding Upon Successors. This Agreement, including the Facilities Schedules, shall inure to the benefit of and shall be binding upon the respective successors and assignees of the Parties to this Agreement.

18.8.2 No Assignment. This Agreement, nor any interest
herein, shall be transferred or assigned by a Party hereto except with the consent in writing of the other Parties hereto, where such consent shall not be unreasonably withheld. Without limiting the foregoing, this Agreement shall not be assigned by Plumas-Sierra Rural Electric Cooperative without the approval in writing of the Administrator of the Rural Electrification Administration Utilities Service.
49 AMENDED AND RESTATED FACILITIES AGREEMENT

18.9 Severability. In the event that any of the terms, covenants or conditions of this Agreement or the application of any such term, covenant or condition, shall be held invalid as to any person or circumstance by any court having jurisdiction, all other terms, covenants or conditions of this Agreement and their application shall not be affected thereby, but shall remain in force and effect unless the court holds that such provisions are not severable from all other provisions of this Agreement.

18.10 Governing Law. This Agreement shall be interpreted, governed by, and construed under the laws of the State of California.

18.11 Headings. All indices, titles, subject headings, section titles and similar items are provided for the purpose of convenience and are not intended to be inclusive, definitive, or affect the meaning of the contents of this Agreement or the scope thereof.

18.12 Notices. Any notice, demand or request required or authorized by this Agreement to be given to any Party shall be in writing, and shall either be personally delivered to a Participant’s Commissioner or Alternate, or in the case of TID their Primary Representative or Alternate Representative, and to the General Manager, or shall be transmitted to the Participant and the General Manager at the addresses shown on the signature pages hereof. The designation of such addresses may be changed at any time by written notice given to the 50 AMENDED AND RESTATED FACILITIES AGREEMENT
General Manager who shall thereupon give written notice of such change to each Participant. All such notices shall be deemed delivered when personally delivered, two (2) Business Days after deposit in the United States mail first class postage prepaid, or on the first Business Day following delivery through electronic communication.

18.13 Warranty of Authority. Each Party represents and warrants that it has been duly authorized by all requisite approval and action to execute and deliver this Agreement and that this Agreement is a binding, legal, and valid agreement enforceable in accordance with its terms. Upon execution of this Agreement, each Participant shall deliver to NCPA a resolution of the governing body of such Participant evidencing approval of and authority to enter into this Agreement.

18.14 Counterparts. This Agreement may be executed in any number of counterparts, and each executed counterpart shall have the same force and effect as an original instrument and as if all the signatories to all of the counterparts had signed the same instrument. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signatures thereon, and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more signature pages.
51 AMENDED AND RESTATED FACILITIES AGREEMENT

18.15 Venue. In the event that a Party brings any action under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Placer or in the United States District Court for the Eastern District of California.

18.16 Attorneys’ Fees. If a Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provisions of this Agreement, each Party shall bear its own fees and costs, including attorneys’ fees, associated with the action.

18.17 Counsel Representation. Pursuant to the provisions of California Civil Code Section 1717 (a), each of the Parties were represented by counsel in the negotiation and execution of this Agreement and no one Party is the author of this Agreement or any of its subparts. Those terms of this Agreement which dictate the responsibility for bearing any attorney’s fees incurred in arbitration, litigation or settlement in a manner inconsistent with the provisions of Section

18.2 were intentionally so drafted by the Parties, and any ambiguities in this Agreement shall not be interpreted for or against a Party by reason of that Party being the author of the provision.

18.18 No Third Party Beneficiaries. Nothing contained in this Agreement is intended by the Parties, nor shall any provision of this Agreement be deemed or construed by the Parties, by any third person or any Third Parties, 52 AMENDED AND RESTATED FACILITIES AGREEMENT
to be for the benefit of any Third Party, nor shall any Third Party have any right to enforce any provision of this Agreement or be entitled to damages for any breach by the Parties of any of the provisions of this Agreement.

IN WITNESS WHEREOF, NCPA and each Participant have, by the signature of its duly authorized representative shown below, executed and delivered a counterpart of this Agreement.

NORTHERN CALIFORNIA

POWER AGENCY
651 Commerce Drive
Roseville, CA 95678

CITY OF ALAMEDA
2000 Grand Street
P.O. Box H
Alameda, CA 94501
By: ^f{R)iPP By:

Title: Q Title:

Date: 23// -
Date: l6
Approved as to form: Approved as to form:

B^d^,i By:

Its: General Counsel Its: City Attorney
Date: s7/Z4''04 Date:

CITY OF BIGGS
465 "C" Street
Biggs, CA 95917

CITY OF GRIDLEY
685 Kentucky Street
Gridley, CA 95948
By: By:

Title: Title:

Date: Date:

Approved as to form: Approved as to form:

By: By:

Its: City Attorney Its: City Attorney
Date: Date:
53 AMENDED AND RESTATED FACILITIES AGREEMENT
IN WITNESS WHEREOF, NCPA and each Participant have, by the signature of its duly authorized representative shown below, executed and delivered a counterpart of this Agreement.

NORTHERN CALIFORNIA CITY OF ALAMEDA
POWER AGENCY 2000 Grand Street
651 Commerce Drive P.O. Box H
Roseville, CA 95678 Alameda, CA 94501
By: By: KPit)I14 b517/ /
Title: Title:

Date: Date: C/Sr-/faApproved as to form: Approved as to form:

By: By:

Its: General Counsel Its: City Attorney
Date: Date:

CITY OF BIGGS
465 "C" Street
Biggs, CA 95917

CITY OF GRIDLEY
685 Kentucky Street
Gridley, CA 95948
By: By:

Title: Title:

Date: Date:

Approved as to form: Approved as to form:

By: By:

Its: City Attorney Its: City Attorney
Date: Date:
53 AMENDED AND RESTATED FACILITIES AGREEMENT
IN WITNESS WHEREOF, NCPA and each Participant have, by the signature of its duly authorized representative shown below, executed and delivered a counterpart of this Agreement.

NORTHERN CALIFORNIA CITY OF ALAMEDA
POWER AGENCY 2000 Grand Street
651 Commerce Drive P.O. Box H
Roseville, CA 95678 Alameda, CA 94501
By: By:

Title: Title:

Date: Date:

Approved as to form: Approved as to form:

By: By:

Its: General Counsel Its: City Attorney
Date: Date:

CITY OF BIGGS CITY OF GRIDLEY
465 "C" Street 685 Kentucky Street
Biggs, CA 95917 Gridley, CA 95948
By: -^ '
By:

Title: g- Title:

Date: -/// Date:

Approvso form: Approved as to form:
l^ /--
By: t-e) Z,`^ 11 r-, By:

Its: City At orney Its: City Attorney
Date: 1 1' `t Date:
53 AMENDED AND RESTATED FACILITIES AGREEMENT
IN WITNESS WHEREOF, NCPA and each Participant have, by the signature of its duly authorized representative shown below, executed and delivered a counterpart of this Agreement.

NORTHERN CALIFORNIA CITY OF ALAMEDA
POWER AGENCY 2000 Grand Street
651 Commerce Drive P.O. Box H
Roseville, CA 95678 Alameda, CA 94501
By: By:

Title: Title:

Date: Date:

Approved as to form: Approved as to form:

By: By:

Its: General Counsel Its: City Attorney
Date: Date:

CITY OF BIGGS
465 "C" Street
Biggs, CA 95917
By: By: ^
Title: Title: J
Date: Date: 4/ `"l(^)
Approved as to form:

By: By:

Its: City Attorney Its: City AttolLn y
Date: Date: 4/.1114
53 AMENDED AND RESTATED FACILITIES AGREEMENT

CITY OF GRIDLEY
685 Kentucky Street
Gridley, CA 95.48

CITY OF HEALDSBURG CITY OF LODI
401 Grove Street 221 W. Pine Street
ealdsburg, CA 9. 48 Lodi, CA 95240
'22
Y: je 'ettus By:

Title:Aty Manager r Title:

Date: /Y Date:

Approved • or Approved as to form:

By: Da Id Warner By:

Its: City Attorney Its: City Attorney
Date: S-07- /`/ Date:

CITY OF LOMPOC
100 Civic Center Plaza
Lompoc, CA 93436
CITY OF OAKLAND, acting
by and through its
Board of Port Commissioners
530 Water Street
Oakland, CA 94607
By: By:

Title: Title:

Date: Date:

Approved as to form: Approved as to form:

By: By:

Its: City Attorney Its: Port General Counsel
Date: Date:
54 AMENDED AND RESTATED FACILITIES AGREEMENT

CITY OF HEALDSBURG
401 Grove Street
Healdsburg, CA 95448

CITY OF LODI
221 W. Pine Street
Lodi, CA 95240
:fah
By: By: ephen Schwabauer
Title: Title: Interim City Manager
Date: Date: t
c
Approved as to form: Approved as to form:

By: By Janice' D. Magdich
Its: City Attorney Its: City Attorne
Date: Date: `"?1
CITY OF LOMPOC CITY OF OAKLAND, acting
100 Civic Center Plaza by and through its
Lompoc, CA 93436 Board of Port Commissioners
530 Water Street
Oakland, CA 94607
By: By:

Title: Title:

Date: Date:

Approved as to form: Approved as to form:

By: By:

Its: City Attorney Its: Port General Counsel
Date: Date:
54 AMENDED AND RESTATED FACILITIES AGREEMENT

CITY OF HEALDSBURG CITY OF LODI
401 Grove Street 221 W. Pine Street
Healdsburg, CA 95448 Lodi, CA 95240
By: By:

Title: Title:

Date: Date:

Approved as to form: Approved as to form:

By: By:

Its: City Attorney Its: City Attorney
Date: Date:

CITY OF LOMPOC
100 Civic Center Plaza
Lompoc, CA 93436
CITY OF OAKLAND, acting
by and through its
Board of Port Commissioners
530 Water Street
Oakland, CA 94607
By:

Title:

Date:

Approved as to form: Approved as to form:

Y: By:

Its: City Attorney Its: Port General Counsel
Date: nl V-I 9-viz/ Date:
54 AMENDED AND RESTATED FACILITIES AGREEMENT

CITY OF HEALDSBURG CITY OF LODI
401 Grove Street 221 W. Pine Street
Healdsburg, CA 95448 Lodi, CA 95240
By: By:

Title: Title:

Date: Date:

Approved as to form: Approved as to form:

By: By:

Its: City Attorney Its: City Attorney
Date: Date:

CITY OF LOMPOC CITY OF OAKLAND, acting
100 Civic Center Plaza by and through its
Lompoc, CA 93436 Board of Port Commissioners
530 Water Street
Oakland, CA 94607
By: By.

Title: Title: Zy,L-_
Date: Date: -57-i^/S, :2-e)/`f
Approved as to form: Approved as to form:
54 AMENDED AND RESTATED FACILITIES AGREEMENT
, 4LIKIW%%/ By: By:

Its: City Attorney Its:

Date: Date:

Approved as to form: Approved as to form:

Its: General Counsel

CITY OF ROSEVILLE CITY OF SANTA CLARA
311 Vernon Street 1500 Warburton Avenue
Roseville, CA 95678 Santa Clara, CA 95050
By: By:

Title: Title:

Date: Date:

Approved as to form: Approved as to form:

By: By:

Its: City Attorney Its: City Attorney
Date: Date:
55 AMENDED AND RESTATED FACILITIES AGREEMENT

CITY OF PALO ALTO
250 Hamilton Avenue
Palo Alto, CA : 301

PLUMAS-SIERRA RURAL

ELECTRIC COOPERATIVE
73233 Highway 70
Portola, CA 96122
- ; Its: City Attorney
Date: 6CIDC(Date:

By:

CITY OF PALO ALTO PLUMAS-SIERRA RURAL
250 Hamilton Avenue ELECTRIC COOPERATIVE
Palo Alto, CA 94301 73233 Highway 70
Portola, 96122
By: By:

Title: Title:

Date: Date:

Approved as to form:

By:

Its: City Attorney
Date:

B
Its: G: neral Counsel
Date: iJune 27, 2014
CITY OF ROSEVILLE CITYpF SANTA CLARA
311 Vernon Street 1500 Warburton Avenue
Roseville, CA 95678 Santa Clara, CA 95050
By: By:

Title: Title:

Date: Date:

Approved as to form: Approved as to form:

By: By:

Its: City Attorney Its: Citv Attorney
Date: Date:
55 AMENDED AND RESTATED FACILITIES AGREEMENT

CITY OF PALO ALTO PLUMAS-SIERRA RURAL
250 Hamilton Avenue ELECTRIC COOPERATIVE
Palo Alto, CA 94301 73233 Highway 70
Portola, CA 96122
By: By:

Title: Title:

Date: Date:

Approved as to form: Approved as to form:

By: By:

Its: City Attorney Its: General Counsel
Date: Date:

CITY OF ROSEVILLE CITY OF SANTA CLARA
311 Vernon Street 1500 Warburton Avenue
Roseville, CA 95678 Santa Clara, CA 95050
By: ' Ro Jensen By:

Title: kS'0[4-NZ !-'[1`r1^1hIV='iz, Title:

Date: Apri 1 17, 2014 Date:

By. y l e s s By:

It• Its: City Attorney
Date:
55 AMENDED AND RESTATED FACILITIES AGREEMENT

CITY OF PALO ALTO PLUMAS-SIERRA RURAL
250 Hamilton Avenue ELECTRIC COOPERATIVE
Palo Alto, CA 94301 73233 Highway 70
Portola, CA 96122
By: By:

Title: Title:

Date: Date:

Approved as to form: Approved as to form:

By: By:

Its: City Attorney Its: General Counsel
Date: Date:

CITY OF ROSEVILLE CITY OF SANTA CLARA
311 Vernon Street 1500 Warburton Avenue
Roseville, CA 95678 Santa Clara, CA 95050
By: By. " rTitle: Title: C t'(`t
Date: Date: 1 f1 h^
Approved as to form: Approved as to fon:

By: By: (t.►tI, c^ IN)a 5 lc?
Its: City Attorney Its: City Attorney
Date: Date: -I /%/
55 AMENDED AND RESTATED FACILITIES AGREEMENT

SAN FRANCISCO BAY AREA RAPID CITY OF UKIAH
TRANSIT DISTRICT 300 Seminary Avenue
300 Lakeside Drive, 16th Floor Ukiah, CA 95482
Oakland, CA 94612
By.
`
By.

Title: 7-Y Title:

Date: Cc,(nC.36..] My/g/ Date:

Approved as to form: Approved as to form:

By: Marco Gomez By:

Its: Attorney Its: City Attorney
Date: M//(tf' Date:

TURLOCK IRRIGATION DISTRICT
333 E. Canal Drive
Turlock, CA 95380
By:

Title:

Date:

Approved as to form:

By:

Its: General Counsel
Date:
62 AMENDED AND RESTATED FACILITIES AGREEMENT

SAN FRANCISCO BAY AREA RAPID CITY OF UKIAH
TRANSIT DISTRICT 300 Seminary Avenue
300 Lakeside Drive, 16th Floor Ukiah, CA 95482
Oakland, CA 94612
By: By: %Mane Chambers
Title: Title. City Manager
Date: Date: 6-- /
Approved as to form:
i
By: By: David Rapport
Its: General Counsel Its: City Attorney ,
Date: Date:

TURLOCK IRRIGATION DISTRICT
333 E. Canal Drive
Turlock, CA 95380
By:

Title:

Date:

Approved as to form:

By:

Its: General Counsel
Date:
56 AMENDED AND RESTATED FACILITIES AGREEMENT

1 AMENDED AND RESTATED FACILITIES AGREEMENT
FACILITIES SCHEDULE 1
FACILITIES SCHEDULE 1

LIST OF PARTICIPANTS
The following is a list of the Participants who are signatory to this Agreement:

City of Alameda
City of Biggs
City of Gridley
City of Healdsburg
City of Lodi
City of Lompoc
City of Oakland, acting by and through its Board of Port Commissioners City of Palo Alto
City of Roseville
City of Santa Clara
City of Ukiah
Plumas-Sierra Rural Electric Cooperative
San Francisco Bay Area Rapid Transit District
Turlock Irrigation District
1 AMENDED AND RESTATED FACILITIES AGREEMENT
FACILITIES SCHEDULE 2
FACILITIES SCHEDULE 2

NCPA PROJECTS
Each of the following Projects have been designated by the Commission as a NCPA Project, therefore subject to the terms and conditions of this Agreement:

North Fork Stanislaus River Hydroelectric Development Project Combustion Turbine Project Number One
Combustion Turbine Project Number Two-Unit One
NCPA Geothermal Generating Unit #2 Project
Geothermal Generating Project Number 3
Seattle City Light Capacity and Energy Exchange Third Phase Agreement Amended NCPA Green Power Project Third Phase Agreement
 NCPA Solar PV Project
Antelope Expansion Phase 1 Solar Facility
1 AMENDED AND RESTATED FACILITIES AGREEMENT
FACILITIES SCHEDULE 3
FACILITIES SCHEDULE 3

BILLING PROCEDURE AND NCPA PROJECT COST DETERMINANTS
Section 1. Billing Procedure. NCPA will issue invoices to each Participant for its allocated share of Project Costs, Administrative Services Costs, scheduling coordination costs, and all other costs for services provided in accordance with this Agreement. Such invoices may be either the All Resources Bill or separate special invoice, as determined by NCPA. Notwithstanding the provisions of this Agreement, NCPA shall issue invoices to each Participant as further described in this Facilities Schedule 3.

1.1 Pre-Billing. Prior to each month, NCPA shall issue an invoice to each Participant for its estimated share of Project Costs, Administrative Services Costs, scheduling coordination costs, and all other costs for services provided in accordance with this Agreement. Estimated costs shall be invoiced in advance and are based on, but are not limited to, budgets, schedules, metering data, forecasted net purchases or sales of energy, forecasted congestion costs and estimates of power and related attribute prices, and charges from the CAISO pursuant to the Amended and Restated Scheduling Coordination Program Agreement.

1.2 Adjustments and True-ups. From time to time, NCPA shall review and compare its estimate of costs as set forth in the Annual Budget against actual 2 AMENDED AND RESTATED FACILITIES AGREEMENT
FACILITIES SCHEDULE 3
costs incurred during the same period of time. In the event estimated costs invoiced to Participants substantially deviate from actual costs incurred by NCPA, NCPA shall adjust the amounts to be invoiced or credited to the Participants in subsequent billings, in the respective cost category, for the balance of the Fiscal Year, to ensure NCPA collects sufficient funds to cover all budgeted and actual costs.

A substantial deviation from cost estimates approved in the Annual Budget means a permanent variation from a major objective or parameter of plus or minus five percent (5%) or more, unless otherwise provided for in the Annual Budget. A permanent variation is one that is not expected to reverse at a later date during the same Fiscal Year.

1.3 Annual Billing True-Up. At the end of each Fiscal Year, as soon as actual data is available and the annual year-end audit is complete, NCPA shall true-up all invoices based on actual cost data and actual billing determinates.

The amounts calculated to be over or under collected from the Participants during the Fiscal Year, measured against actual costs, will be debited or credited to Participants as follows:
(i) a lump sum on future invoices to the Participant;
(ii) applied to a Participant’s general operating reserve account; or
3 AMENDED AND RESTATED FACILITIES AGREEMENT
FACILITIES SCHEDULE 3
(iii) as otherwise directed by the Commission.

Section 2. NCPA Project Costs and Billing. Project Costs, Administrative Services Costs, scheduling coordination costs, and all other costs associated with services provided pursuant to this Agreement shall be reflected in the Annual Budget. The NCPA Project budgets included as part of the Annual Budget shall categorize costs as fixed and variable. Fixed costs are those Project Costs incurred that are not dependent on the output of the generating unit or plant (e.g., debt service and operating labor expenses). Variable costs are those Project Costs which are dependent on the electrical output of the generating unit or plant (e.g., fuel costs and operations and maintenance costs).

2.1 Cost Recovery. NCPA shall invoice monthly one-twelfth (1/12) of the budgeted costs for each NCPA Project to the Participants based on each Participant’s Project Participation Percentage share; provided, however, costs associated with fuel, GHG Compliance Instruments, or other costs that are subject to market volatility and which may change substantially from month to month during the Fiscal Year shall be invoiced based on actual costs for the respective month, or NCPA’s best estimate of such costs if actual costs are not known at the time the invoice is issued to the Participants. When estimated fuel, GHG Compliance Instruments or other costs are used, final adjustments for 4 AMENDED AND RESTATED FACILITIES AGREEMENT
FACILITIES SCHEDULE 3
actual costs shall be made in the annual billing true-up as provided in Section 1 of the Facilities Schedule 3.

Section 3. Uniform System of Accounts. NCPA shall keep accurate records and accounts for all costs attributed to each NCPA Project and the services provided under this Agreement. All Project Costs shall be kept in general accordance with the Uniform System of Accounts (“USofA”) for electric public utilities and licensees prescribed by FERC.
1 AMENDED AND RESTATED FACILITIES AGREEMENT
FACILITIES SCHEDULE 4
FACILITIES SCHEDULE 4

SHARED FACILITIES AND COST SHARING
Section 1. Scope. Project Participants desire to equitably share and use facilities and equipment common to two or more NCPA Projects, including the Combustion Turbine Project No. 1, Combustion Turbine Project No. 2 and LEC, for the purpose of reducing costs and improving efficiencies. Such Shared Facilities and the methods for how costs are to be shared among Project Participants shall be included in this Facilities Schedule 4.

Section 2. Definitions.

2.1 Definitions. Unless defined in this Facilities Schedule 4, all terms used in this Facilities Schedule 4 with initial capitalization shall have the same meaning as those contained in Section 1 of this Agreement.

2.1.1 “PPC” means the Participant Committee established in accordance with Section 8 of the Lodi Energy Center Power Sales Agreement.

2.1.2 “Shared Facilities” means the facilities as documented in this Facilities Schedule 4 and which may be revised from time to time based upon recommendations and approvals of the Facilities Committee, the PPC and the Commission.
2 AMENDED AND RESTATED FACILITIES AGREEMENT
FACILITIES SCHEDULE 4
Section 3. Joint Use of Facilities. NCPA and Project Participants may use, operate and maintain the Shared Facilities, according to the terms and conditions of this Agreement and the percentage allocation of costs associated with such Shared Facilities detailed in this Facilities Schedule 4. Nothing in this Agreement may be construed to create a lease, sale or other disposition of real or personal property of NCPA.

Section 4. Use of Shared Facilities. As applicable, the Combustion Turbine Project No. 1, Combustion Turbine Project No. 2 and LEC projects will utilize the Shared Facilities and equipment as listed in this Facilities Schedule 4. In addition thereto, the Combustion Turbine Project No. 1, Combustion Turbine Project No. 2 and LEC projects and personnel will have:
(i) vehicular and pedestrian access rights;
(ii) use of Shared Facilities for the purpose of locating, accessing, operating, maintaining, repairing and replacing pipelines; (iii) access for locating, accessing, operating, constructing, maintaining, repairing and replacing the steam pipeline(s), natural gas pipeline(s) and any associated equipment currently on the Combustion Turbine Project No. 2 and/or LEC sites or to be installed in the future; (iv) access to the office building currently on the Combustion Turbine Project No. 2 site for the installation, use, maintenance, repair and 3 AMENDED AND RESTATED FACILITIES AGREEMENT
FACILITIES SCHEDULE 4
replacement of process control systems and related computer hardware associated with the Combustion Turbine Project No. 1, Combustion Turbine Project No. 2 and LEC projects;
(v) access to the Shared Facilities for the purpose of locating, operating, repairing and replacing such improvements as may be necessary from time to time; and
(vi) personnel associated with Combustion Turbine Project No. 1, Combustion Turbine Project No. 2 and LEC shall provide reasonable notice, each to the other, regarding any work to be conducted consistent with the above.

Section 5. Shared Facilities Cost Allocation. Shared Facilities costs shall be allocated among the Combustion Turbine Project No. 1, Combustion Turbine Project No. 2 and LEC in one or more of the following ways, pursuant to this Facilities Schedule 4:
(i) headcount allocated to each project;
(ii) project capacity;
(iii) actual usage of Shared Facilities; or
(iv) such other allocation methodology as may be determined in this Facilities Schedule 4.

The Shared Facilities cost allocation set forth in this Facilities Schedule 4 may be revised from time to time when operational conditions or factors used for 4 AMENDED AND RESTATED FACILITIES AGREEMENT
FACILITIES SCHEDULE 4
the cost allocation(s) change. In such event, the PPC and the Facilities Committee will provide their respective recommendations and approvals to the Commission regarding any proposed modifications to the allocations set forth in this Facilities Schedule 4. Until such revisions as proposed by the PPC and the Facilities Committee are approved by the Commission, the cost allocation(s) set forth in this Facilities Schedule 4 will be used to allocate Shared Facilities costs among the Combustion Turbine Project No. 1, Combustion Turbine Project No. 2 and LEC projects, irrespective of the basis used for cost allocation as listed in this Facilities Schedule 4, including those allocations that are based on estimated usage.

Section 6. Other Costs. The Combustion Turbine Project No. 1, Combustion Turbine Project No. 2 and LEC projects will each be solely responsible for the payment of any and all taxes, insurance, utilities, maintenance, improvements and labor directly attributable to the construction, operation and maintenance of the respective projects. The Combustion Turbine Project No. 1, Combustion Turbine Project No. 2 and LEC projects must pay the Shared Facilities cost allocations imposed on such projects as detailed in this Facilities Schedule 4.

Section 7. Sale of Shared Facilities. In the event NCPA seeks to sell any of the Shared Facilities the Combustion Turbine Project No. 1, Combustion Turbine 5 AMENDED AND RESTATED FACILITIES AGREEMENT
FACILITIES SCHEDULE 4
Project No. 2 and LEC projects must be given reasonable notice and an opportunity to purchase such Shared Facilities.

Section 8. Shared Facilities and Allocation
Cost Allocation to NCPA Project %
Facility CT1 CT2 LEC Total
MW Capacity 75.0 49.9 280.0 404.9
Capacity CT1, CT2, LEC % 18.52% 12.32% 69.15% 100.00%
Capacity CT2, LEC % 0.00% 15.13% 84.87% 100.00%
Headcount for FTE-2012 3.0 4.5 17.5 25.0
Headcount % CT1, CT2, LEC 12.00% 18.00% 70.00% 100.00%
Cooling Tower Usage CT2/LEC (based on
calculation below) 0.00% 0.00% 100.00% 100.00%
Vehicle Usage CT1/CT2/LEC (based on
estimated usage) 90.00% 5.00% 5.00% 100.00%
Anhydrous Ammonia System
Fixed O&M, Capital (based on Capacity
CT2, LEC %) 0.00% 15.13% 84.87% 100.00%
Variable O&M CT2/LEC (based on actual
Ammonia usage) Usage Usage
Administration / Warehouse Building
O&M, Capital (based upon Headcount %
CT1, CT2, LEC) 12.00% 18.00% 70.00% 100.00%
Fire System
O&M, Capital (based on Capacity CT2,
LEC %) 0.00% 15.13% 84.87% 100.00%
230 KV Switchyard (Common Equip)
O&M, Capital (based on Capacity CT2,
LEC %) 0.00% 15.13% 84.87% 100.00%
Tooling and Special Equipment
(based on Headcount % CT1, CT2, LEC) 12.00% 18.00% 70.00% 100.00% 6 AMENDED AND RESTATED FACILITIES AGREEMENT
FACILITIES SCHEDULE 4
Cooling Tower/Closed Cooling Water/Injection Well Systems O&M, Capital (based on Cooling
Tower Usage CT2/LEC) 0.00% 0.00% 100.00% 100.00%
Vehicle Usage
O&M, Capital (based on Vehicle
Usage CT1/CT2/LEC) 90.00% 5.00% 5.00% 100.00%
Cooling Tower CT2/LEC Usage Calculation:

Inputs
Sh = Number of Operating Hours of CT2
Lh = Number of Operating Hours of LEC
Constants
Sf = Design flowrate for CT2 cooling water = 4,416 GPM
Lf = Design flowrate for LEC cooling water = 64,584 GPM Formula
% %
h * f * f
* f
LEC Percentage L 100 -S
*100 (S S ( L)
S )
CT2 Percentage S%
 

 
h
h
) L
(S
1 AMENDED AND RESTATED FACILITIES AGREEMENT
FACILITIES SCHEDULE 5
FACILITIES SCHEDULE 5
COMBUSTION TURBINE PROJECT NO. 1 OPERATING PROCEDURES
Section 1. General Operating Criteria. The following general operating criteria are applicable to the operation of the Combustion Turbine Project No. 1 generation facilities (hereinafter referred to as the “CT1 Project”). The General Manager, or his or her designee, shall act as project manager for the CT1 Project on behalf of the Project Participants.

1.1 Good Utility Practice. The CT1 Project shall be operated in accordance with Good Utility Practice.

1.2 Licenses and Regulatory Criteria. The CT1 Project shall be operated in accordance with all license and regulatory requirements that are applicable to the CT1 Project (e.g., air permit restrictions).

1.3 CT1 Project Statistics. The following are general CT1 Project statistics:

Resource Name Resource ID Pmax Pmin
Alameda GT Unit 1 ALMEGT_1_UNIT 1 23.4 MW 23.0 MW
Alameda GT Unit 2 ALMEGT_1_UNIT 2 23.5 MW 23.0 MW
Lodi Gas Turbine LODI25_2_UNIT 1 23.8 MW 23.0 MW
Section 2. Scheduling Criteria.
2 AMENDED AND RESTATED FACILITIES AGREEMENT
FACILITIES SCHEDULE 5

2.1 Schedule Coordination. NCPA shall act as Scheduling Coordinator for the CT1 Project, and perform such duties in accordance with the Amended and Restated Scheduling Coordination Program Agreement.

2.2 Scheduling Criteria and Project Coordination. Each Project Participant, acting as an Operating Entity, shall schedule and bid its Project Participation Percentage share of capacity, energy, and/or other project attributes in any manner, and shall coordinate the scheduling of its Project Participation Percentage share of the CT1 Project with NCPA; provided, however, that such schedules or bids shall be consistent with licensing and regulatory criteria, operational limitations, all established scheduling requirements, including, but not limited to, those requirements set forth in the CAISO Tariff and as determined by NCPA pursuant to the Amended and Restated Scheduling Coordination Program Agreement, and the provisions of the respective Project Agreement. NCPA may act as Operating Entity on behalf of a Project Participant or a group of Project Participants, pursuant to separate agreement.

2.3 Test Energy. All energy generated for testing purposes shall be allocated in proportion to each Project Participant’s Project Participation Percentage share of the CT1 Project.

2.4 Allocation of Project Output. All output of the CT1 Project, including capacity, energy and/or other project attributes shall be allocated 3 AMENDED AND RESTATED FACILITIES AGREEMENT
FACILITIES SCHEDULE 5
among the Project Participants in accordance with the Project Agreement and the Amended and Restated Scheduling Coordination Program Agreement.

2.5 Outage Coordination. Prior to the beginning of each Fiscal Year the project manager shall prepare and submit for approval to the Facilities Committee a planned outage schedule for the CT1 Project. Changes or modifications made to the planned outage schedule during the course of the Fiscal Year shall be subsequently reported in a timely manner to each Project Participant. NCPA shall provide outage coordination services to track and report planned and unplanned outages pursuant to the Amended and Restated Scheduling Coordination Program Agreement.

2.6 Emergency Operation. The City of Alameda or Lodi may request that the CT1 Project unit or units physically located within their respective distribution systems be operated in the case of an usual event (e.g., approaching distribution system loading limitations, loss of transmission services, etc.). Such request shall be made from the Project Participant to the NCPA dispatch center.

Prior to approving a submitted request, NCPA shall review the impact such request may have on prior commitments of NCPA and/or the Project Participants associated with the CT1 Project, including, but not limited to, Project Participant own load requirements, contractual commitments, bids submitted to and awards received from the CAISO, to determine the feasibility of such request. All costs 4 AMENDED AND RESTATED FACILITIES AGREEMENT
FACILITIES SCHEDULE 5
related to emergency operations of the CT1 Project shall be borne by the requesting Project Participant.

Section 3. Natural Gas Fuel Supply.

3.1 General. The CT1 Project consumes natural gas as a fuel in order to generate electric power for the benefit of the Project Participants. Section 3 of this Facilities Schedule 5 describes the terms and conditions under which NCPA will procure natural gas fuel for the CT1 Project.

3.2 Economic Dispatch and Daily Fuel Requirements. The CT Project consists of three (3) peaking generators, two (2) of which are located in the City of Alameda, and one (1) of which is located in the City of Lodi. Unless called upon to insure reliability by the CAISO, each generator is economically dispatched in accordance with this Facilities Schedule 5. In either case the fuel supply requirements of the CT1 Project are met though NCPA’s contractual relationship with a supplier for index based gas delivery. The cost of fuel procured for the CT1 Project will be allocated to the Project Participants in accordance with the Project Agreement, this Agreement, and the Amended and Restated Scheduling Coordination Program Agreement.

3.3 Forward Natural Gas Procurement and Financial Hedging. In the normal course of business NCPA does not execute forward natural gas transactions for the potential fuel supply needs of the CT Project, due to the 5 AMENDED AND RESTATED FACILITIES AGREEMENT
FACILITIES SCHEDULE 5
inherent uncertainty in forecasting fuel supply requirements for small peaking generators. No financial hedges for fuel supply costs associated with the CT Project will be implemented pursuant to this Facilities Schedule 5. NCPA may assist any Project Participant that desires to procure natural gas in advance for anticipated CT1 Project fuel supply requirements, upon written request of a Project Participant, provided that NCPA and the requesting Project Participant have executed a separate agreement for such purposes.

3.4 Fuel Supply Management and Scheduling. Natural gas fuel consumed by the CT1 Project must be scheduled and transported to each generator site. To obtain necessary scheduling and transportation rights and services the Commission may periodically authorize contracts with Third Parties and/or authorize subscriptions for transportation and storage services under pipeline tariffs in accordance with procurement policies and procedures established by the Commission.
1 AMENDED AND RESTATED FACILITIES AGREEMENT
FACILITIES SCHEDULE 6
FACILITIES SCHEDULE 6

GEOTHERMAL PROJECT OPERATING PROCEDURES
Section 1. General Operating Criteria. The following general operating criteria are applicable to the operation of the Geothermal Project No. 2 and No. 3 generation facilities (hereinafter referred to as the “Geothermal Project”). The General Manager, or his or her designee, shall act as project manager for the Geothermal Project on behalf of the Project Participants.

1.1 Good Utility Practice. The Geothermal Project shall be operated in accordance with Good Utility Practice.

1.2 Licenses and Regulatory Criteria. The Geothermal Project shall be operated in accordance with all license and regulatory requirements that are applicable to the Geothermal Project.

1.3 Geothermal Operating Agreement. The Geothermal Project shall be operated in a manner consistent with the Amended and Restated Geothermal Project Operating Agreement between Northern California Power Agency and the Geothermal Project Participants, dated as of April 1, 2011 (hereinafter referred to as the “Geothermal Operating Agreement”). The operating procedures contained in this Facilities Schedule 6 are stated to further define and clarify the principles and procedures contained in the Geothermal Operating Agreement.
2 AMENDED AND RESTATED FACILITIES AGREEMENT
FACILITIES SCHEDULE 6

1.4 Geothermal Project Statistics. The following are general Geothermal Project statistics:

Resource Name Resource ID Pmax Pmin
NCPA Geo Plant 1 Unit 1 NCPA_7_GP1UN1 38.85 MW 20 MW
NCPA Geo Plant 1 Unit 2 NCPA_7_GP1UN2 34 MW 20 MW
NCPA Geo Plant 2 Unit 3 NCPA_7_GP2UN3 42.42 MW 15 MW
NCPA Geo Plant 2 Unit 4 NCPA_7_GP2UN4 52.73 MW 15 MW
Section 2. Scheduling.

2.1 Schedule Coordination. NCPA shall act as Scheduling Coordinator for the Geothermal Project, and perform such duties in accordance with the Amended and Restated Scheduling Coordination Program Agreement.

2.2 Scheduling Criteria and Project Coordination. Each Project Participant, acting as an Operating Entity, shall schedule and bid its Project Participation Percentage share of capacity, energy, and/or other project attributes in accordance with the Geothermal Operating Agreement, and shall coordinate the scheduling of its Project Participation Percentage share of the Geothermal Project with NCPA; provided, however, that such schedules or bids shall be consistent with licensing and regulatory criteria, operational limitations, all established scheduling requirements, including, but not limited to, those requirements set forth in the CAISO Tariff and as determined by NCPA pursuant to the Amended and Restated Scheduling Coordination Program Agreement, 3 AMENDED AND RESTATED FACILITIES AGREEMENT
FACILITIES SCHEDULE 6
and the provisions of the Geothermal Operating Agreement and respective Project Agreement. NCPA may act as Operating Entity on behalf of a Project Participant or a group of Project Participants, pursuant to separate agreement.

2.3 Allocation of Project Output. All output of the Geothermal Project, including capacity, energy and/or other project attributes shall be allocated among the Project Participants in accordance with the Project Agreement, the Geothermal Operating Agreement and the Amended and Restated Scheduling Coordination Program Agreement.

2.4 Outage Coordination. Notwithstanding the provisions of the Geothermal Operating Agreement, prior to the beginning of each Fiscal Year the project manager shall prepare and submit for approval to the Facilities Committee a planned outage schedule for the Geothermal Project. Changes or modifications made to the planned outage schedule during the course of the Fiscal Year shall be subsequently reported in a timely manner to each Project Participant. NCPA shall provide outage coordination services to track and report planned and unplanned outages pursuant to the Amended and Restated Scheduling Coordination Program Agreement.
1 AMENDED AND RESTATED FACILITIES AGREEMENT
FACILITIES SCHEDULE 7
FACILITIES SCHEDULE 7

NORTH FORK STANISLAUS RIVER HYDROELECTRIC DEVELOPMENT

PROJECT OPERATING PROCEDURES
Section 1. Definitions. Unless defined in this Facilities Schedule 7, all terms used in this Facilities Schedule 7 with initial capitalization shall have the same meaning as those contained in Section 1 of this Agreement.

1.1 “Big Trees Flow Requirement” means the quantity of flow which must be maintained in the North Fork Stanislaus River at Big Trees State Park in accordance with the provisions of the FERC License.

1.2 “Collierville Capacity” means the maximum generating capability of the Collierville power plant at any time under then existing conditions.

1.3 “Collierville Minimum Generation” means the minimum loading of one unit at the Collierville power plant necessary to supply the required consumption of the motoring unit or station power consumption as determined through testing.

1.4 “Dry Water Conditions” means the period of historic record during which the Hydroelectric Project could produce minimum project generation usable to supply Operating Entities’ load requirements. 2 AMENDED AND RESTATED FACILITIES AGREEMENT
FACILITIES SCHEDULE 7

1.5 “FERC License” means the license awarded by FERC for construction and operation of the North Fork Stanislaus River Hydroelectric Development Project, FERC Project Number 2409.

1.6 “Forecast Project Inflow” means the amount of Project Inflow for a period of one month or less based on hydrometerologic forecast methods considering current flows, antecedent flows, snow pack measurements, antecedent precipitation, forecast precipitation, and forecast air temperatures.

1.7 “McKays Inflow” means the total inflow to McKays Diversion Dam including flows diverted from Beaver Creek via the Beaver Creek Diversion Tunnel.

1.8 “McKays Minimum Outflow Requirement” means the sum of the following minimum flow obligations: (i) required minimum downstream flow below McKays Diversion Dam, (ii) required diversions to Utica Water and Power Authority (“UWPA”) and Calaveras County Water District (“CCWD”), and (iii) supplemental releases below McKays Diversion Dam to satisfy minimum flow requirements at the confluence of the North Fork Stanislaus River and Beaver Creek.

1.9 “McKays Minimum Pool” means the minimum levels to which McKays Reservoir will be drawn down under various operating conditions. 3 AMENDED AND RESTATED FACILITIES AGREEMENT
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1.10 “McKays Non-Storage-Regulated Inflow” means the inflow to McKays Diversion Dam from NSM Non-Storage-Regulated Releases.

1.11 “McKays Storage-Regulated Inflow” means the inflow to McKays Diversion Dam from NSM Storage-Regulated Releases.

1.12 “McKays Pondage” means the amount of usable storage at McKays Diversion Dam for reregulating McKays Inflow.

1.13 “NSM” means New Spicer Meadow.

1.14 “NSM Capacity” means the maximum generating capability of the NSM power plant at any time under then existing conditions.

1.15 “NSM Generation” is the total amount of capacity and energy produced by the NSM power plant.

1.16 “NSM Minimum Flow Requirements” means the quantity of flow which must be maintained in the North Fork Stanislaus River at NSM in accordance with the provisions of the FERC License.

1.17 “NSM Minimum Release Rule Curve Storage” means the quantity of water of NSM Storage which must be retained in NSM Storage to ensure that the Project can satisfy NSM Minimum Release Requirements under Dry Water Conditions.

1.18 “NSM Minimum Release Requirements” means the amount of water which must be released from NSM Storage to supply or supplement the 4 AMENDED AND RESTATED FACILITIES AGREEMENT
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greater of (i) NSM Minimum Flow Requirements, (ii) Big Tree Flow Requirements, or (iii) McKays Minimum Outflow Requirements.

1.19 “NSM Non-Storage-Regulated Release” means the quantity of water which must be released from NSM Storage to supply the NSM Minimum Release Requirement.

1.20 “NSM Spill Prevention Rule Curve Storage” means the minimum quantity of water in NSM Storage which the project manager determines can be held in NSM Storage and assure refill based on conservative forecasts of runoff using snow pack measurements and long-range precipitation forecasts. NSM Spill Prevention Rule Curve Storage may be less than the NSM Minimum Release Curve Storage.

1.21 “NSM Storage” means the usable storage above NSM Dam for reregulating Project Inflow.

1.22 “NSM Storage-Regulated Release” means the quantity of water released from NSM Storage in excess of NSM Non-Storage-Regulated Releases to satisfy the generation schedules of the Operating Entities.

1.23 “Project Capacity” means the sum of the Collierville Capacity and the NSM Capacity.

1.24 “Project Inflows” means each of the following inflows to the Hydroelectric Project: (i) natural inflow to NSM reservoir from Highland Creek; 5 AMENDED AND RESTATED FACILITIES AGREEMENT
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(ii) natural flows diverted from the North Fork Stanislaus River at the North Fork Diversion Dam to NSM reservoir; (iii) bypassed flows and spill at the North Fork Diversion Dam; (iv) natural inflows below NSM Dam on Highland Creek and below the North Fork Diversion Dam to the McKays Diversion Dam on the North Fork Stanislaus River; and (v) natural flows diverted from Beaver Creek to the McKays Diversion Dam at the Beaver Creek Diversion Structure.

1.25 “Project Obligations” means the obligations of the Hydroelectric Project as defined in the FERC License and agreements with local water districts and other governmental entities as applicable.

1.26 “Project Minimum Flow Obligations” are the minimum flows to be maintained at specified locations as provided in the FERC License.

1.27 “Regulation Study” means a study to determine the maximum monthly loads of an Operating Entity or of all Operating Entities which can be supplied by monthly Project Inflows when such flows are regulated by NSM Storage and the Hydroelectric Project is operated to satisfy Project Obligations under the FERC License.

1.28 “RA Substitute Capacity” means capacity that the CAISO permits under the CAISO Tariff to be substituted for a Resource Adequacy Resource that is on outage.
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1.29 “Resource Adequacy Attributes” and “RA” means the benefits or attributes, if any, now or existing in the future based on the procurement obligations of a load serving entity with respect to Resource Adequacy as prescribed by the CPUC, the CAISO or any other reginal entity, and that are associated with the electric generating capability of a facility.

1.30 “Resource Adequacy Resource” means a facility that is designated to provide RA.

Section 2. General Operating Criteria. The following general operating criteria are applicable to the operation of the North Fork Stanislaus River Hydroelectric Development Project generation facilities (hereinafter referred to as the “Hydroelectric Project”). The General Manager, or his or her designee, shall act as project manager for the Hydroelectric Project on behalf of the Project Participants.

2.1 Good Utility Practice. The Hydroelectric Project shall be operated in accordance with Good Utility Practice.

2.2 Licenses and Regulatory Criteria. The Hydroelectric Project shall be operated in accordance with all license and regulatory requirements that are applicable to the Hydroelectric Project, including the FERC License.

2.3 Data Requirements. NCPA shall strive to maintain an accurate accounting of all Hydroelectric Project measurements and data, as described in 7 AMENDED AND RESTATED FACILITIES AGREEMENT
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this Facilities Schedule 7, which are used to manage and allocate the output of the Hydroelectric Project; provided, however, if due to failure of equipment, data transfer error or other condition in which Hydroelectric Project measurements and data are found to be incorrect, NCPA will develop and use estimated measurements and data pursuant to Good Utility Practice to perform its obligations pursuant to this Facilities Schedule 7, until such deficiency can be corrected.

2.4 Hydroelectric Project Statistics. The following are general Hydroelectric Project statistics:

Resource Name Resource ID Pmax Pmin
Collierville Hydro Unit 1 & 2 Aggregation COLVIL_7_PL1X2 246.86 MW 3 MW Spicer Hydro Units 1-3 Aggregation SPICER_1_UNITS 6 MW 0.1 MW Section 3. Forecasting Project Storage and Use

3.1 Seasonal Runoff Forecasts. On or before the seventh (7 th) Business
Day of each month, December through May, the project manager will prepare a forecast of spring runoff based on hydrometeorology data including measurements of snow pack depth and water content and long-range forecasts of future precipitation. An analysis will be made to determine NSM Spill Prevention Rule Curve Storage required at the end of subsequent months through June to assure NSM Storage refill. For the period June-November, the 8 AMENDED AND RESTATED FACILITIES AGREEMENT
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project manager will provide a forecast based on historical information. NSM Spill Prevention Rule Curve Storage may be less than the NSM Minimum Release Rule Curve Storage. The project manager shall provide copies of all such forecasts and NSM Spill Prevention Rule Curve Storage data to the Facilities Committee for review and comment.

3.2 Long Term Schedules. Based on the information developed pursuant to Section 3.1 of this Facilities Schedule 7, and at least 10 Calendar Days prior to the start of each month for the periods described herein, each Operating Entity shall, at the request of the project manager, submit to the project manager forecasted monthly energy requirements as follows:
(i) before November of each year a schedule of monthly energy requirements for the following 14 months;
(ii) in the storage refill period before each month from January through June, changes in schedules of monthly energy requirements for the remainder of the calendar year;
(iii) in the storage draft period before each month from July through December, changes in schedules of its forecast monthly energy requirements to the end of the calendar year or for the following four (4) months, whichever is longer.
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The project manager shall prepare a Regulation Study based on the Forecast Project Inflows to determine the forecast Hydroelectric Project operation of each Project Participant’s Project Participation Percentage share of NSM Storage, and the total Hydroelectric Project generation for the following month based on Forecast Project Inflows. The project manager shall transmit to each Operating Entity the results of the Regulation Study for its respective Project Participation Percentage share of the Hydroelectric Project, and for the total Hydroelectric Project, within three (3) Business Days of receipt of the information supplied by the Operating Entities, including any revision made thereto.

Section 4. Scheduling.

4.1 Schedule Coordination. NCPA shall act as Scheduling Coordinator for the Hydroelectric Project, and perform such duties in accordance with the Amended and Restated Scheduling Coordination Program Agreement.

4.2 Scheduling Criteria and Project Coordination. Each Project Participant, acting as an Operating Entity, shall schedule and bid its Project Participation Percentage share of capacity, energy, and/or other project attributes in any manner, and shall coordinate the scheduling of its Project Participation Percentage share of the Hydroelectric Project with NCPA; provided, however, that such schedules or bid shall be consistent with licensing and regulatory criteria, operational limitations, all established scheduling requirements, 10 AMENDED AND RESTATED FACILITIES AGREEMENT
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including, but not limited to, those requirements set forth in the CAISO Tariff and as determined by NCPA pursuant to the Amended and Restated Scheduling Coordination Program Agreement, and the provisions of the respective Project Agreement. NCPA may act as Operating Entity on behalf of a Project Participant or a group of Project Participants, pursuant to separate agreement. The following specific scheduling criteria shall also apply to the Hydroelectric Project:
(i) each Operating Entity shall be entitled to schedule its Project Participation Percentage share of the Hydroelectric Project using its Project Participation Percentage share of Project Capacity, Project Inflow, NSM Storage, and McKays Pondage after satisfying its Project Participation Percentage share of Project Obligations;
(ii) if the NSM Storage of an Operating Entity is equal to or less than its Project Participation Percentage share of NSM Minimum Release Rule Curve Storage, its generation schedule will be limited to its Project Participation Percentage share of NSM Non-Storage-Regulated Releases; (iii) each Operating Entity shall be responsible for supplying its Project Participation Percentage share of NSM Non-Storage-Regulated Releases from its Project Participation Percentage share of NSM Storage; 11 AMENDED AND RESTATED FACILITIES AGREEMENT
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(iv) each Operating Entity shall schedule its allocation of NSM Generation based on its NSM Non-Storage-Regulated Releases each day; (v) each Operating Entity will be entitled to use its Project Participation Percentage share of McKays Pondage to reregulate its allocations of McKays Non-Storage-Regulated Inflow and McKays Storage-Regulated Inflow to satisfy its load requirements or other commitments;
(vi) the project manager, from time to time, will work with the Operating Entities and the Facilities Committee to identify McKays Minimum Pool, the applicable operating conditions and the associated minimum reservoir levels; the McKays Minimum Pool levels are established taking into account the Hydroelectric Project operational limitations, Project Minimum Obligations, the amount of useable entitlement possible in the reservoir, and other criteria as appropriate; once established, Project Participants shall not draw down their Project Participation Percentage share of the McKays Reservoir below their Project Participation Percentage share of McKays Minimum Pool under any circumstances;
(vii) the Operating Entities will coordinate the operation of the NSM power plant and the Collierville power plant to maintain the McKays Pondage to strive to maximize the value of energy and ancillary services from the Hydroelectric Project.
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4.3 NSM Minimum Release Obligations. The project manager shall perform a Regulation Study to determine the NSM Minimum Release Rule Curve Storage required to satisfy Project Minimum Flow Obligations under Dry Water Conditions. An Operating Entity shall not draw on its Project Participation Percentage share of NSM Storage below its Project Participation Percentage share of NSM Minimum Release Rule Curve Storage except when the established NSM Spill Prevention Rule Curve Storage is below the NSM Minimum Release Rule Curve Storage level. The Regulation Study and the NSM Minimum Release Rule Curve Storage for each Operating Entity, and in total for the Hydroelectric Project, shall be reviewed by the Facilities Committee.

4.4 Minimum Flow Obligations. Each Operating Entity shall be responsible for supplying its Project Participation Percentage share of Project Minimum Flow Obligations. If the sum of the Collierville generation preschedules of the Operating Entities during any interval of the day is less than the sum of the Collierville Minimum Generation, the project manager will coordinate with the Operating Entities and adjust the collective preschedules of the Operating Entities to meet the Collierville Minimum Generation.

4.5 Unscheduled Generation. If an Operating Entity does not schedule its Project Participation Percentage share of the Hydroelectric Project for use in its own system, or for sale to others, with the permission of that Operating Entity 13 AMENDED AND RESTATED FACILITIES AGREEMENT
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arranged through the project manager, the other Operating Entities may schedule such generation for their respective systems, or for sale to others. If more than one Operating Entity requests that such unscheduled generation be added to its schedule, the unscheduled generation shall be allocated in proportion to the each Operating Entity’s Project Participation Entitlement share of the requesting Operating Entities.

4.6 Minimum Generation Transfers. At any time that the Hydroelectric Project is being operated at the minimum generation level to meet regulatory or operating requirements, and one Operating Entity has scheduled or is willing to schedule generation associated with such minimum generation, any other Operating Entity may arrange with that Operating Entity to schedule output of the Hydroelectric Project that such Operating Entity would otherwise be required to schedule, upon agreement of the Operating Entities and appropriate notification to the project manager.

The responsibility for all arrangements in connection with any such transfers shall rest with the Operating Entities involved. Unless otherwise agreed by the Operating Entities and the project manager, the project manager shall have no obligation in connection with the transaction beyond operating the Hydroelectric Project to meet schedules provided and authorized by the Operating Entities.
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4.7 Outage Coordination. No later than ninety (90) calendar days prior to the beginning of each Calendar Year the project manager shall prepare and submit a planned outage schedule for the Hydroelectric Project for approval to the Facilities Committee. Changes or modifications made to the planned outage schedule during the course of the Calendar Year shall be subsequently reported to the Facilities Committee and each Project Participant in a timely manner, and with as much advanced notice as reasonably possible. Changes or modification made to the planned outage schedule during the course of the Calendar Year shall be evaluated to determine if such changes or modification may be in conflict with RA that has been committed by a Project Participant from the Hydroelectric Project, if any. If a conflict is identified, NCPA shall review the identified conflict with the Facilities Committee and/or each Project Participant, as time may permit, to discuss options that may be available to enable discretionary maintenance to be performed in accordance with Good Utility Practices, but that also strives to minimize Project Participant risk associated with the identified RA conflict. NCPA shall provide outage coordination services to track and report planned and unplanned outages pursuant to the Amended and Restated Scheduling Coordination Program Agreement.

Each Project Participant has a right to use its Project Participation Percentage share of Project Capacity as RA, if any. In accordance with the 15 AMENDED AND RESTATED FACILITIES AGREEMENT
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CAISO Tariff, if RA is committed from a Resource Adequacy Resource for a period of time that is in conflict with a requested Maintenance Outage, the CAISO may require the facility to supply RA Substitute Capacity prior to CAISO approving the requested Maintenance Outage. If the facility that has been committed as a Resource Adequacy Resource fails to supply RA Substitute Capacity, as may be requested by the CAISO, the CAISO reserves the right to deny the requested Maintenance Outage.

To ensure NCPA, acting as project manager, is able to provide outage coordination services for the Hydroelectric Project in accordance with Good Utility Practices, NCPA shall be authorized to procure RA Substitute Capacity on behalf of a Project Participant if a Project Participant has committed all, or a portion, of its Project Participation Share of Project Capacity as RA during a time period that is in conflict with a requested Maintenance Outage, subject to the following conditions:
(a) As set forth in this Section 4.7, NCPA shall distribute a report to the Project Participants identifying any conflicts that are due to the Hydroelectric Project being claimed by a Project Participant as RA during a period of time that is in conflict with a requested Maintenance Outage;
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(b) Within 30 calendar days from the date the report is delivered to the Project Participants, a Project Participant may elect to supply RA Substitute Capacity to NCPA to substitute for its share, or a portion thereof, of Project Capacity the Project Participant has committed as RA that is in conflict with the requested Maintenance Outage1; provided, however, if the period of time available for NCPA to supply RA Substitute Capacity to CAISO, as set forth in the CAISO Tariff, does not allow sufficient time for a Project Participant to supply RA Substitute Capacity within 30 calendar days from the date of the report, NCPA will include a deadline in the report by which a Project Participant may supply RA Substitute Capacity (the “Replacement Period”);
(c) After the Replacement Period, NCPA shall be authorized to seek to procure RA Substitute Capacity on behalf of a Project Participant, for the portion of Project Capacity that has been claimed by a Project Participant as RA that is in conflict with a requested Maintenance Outage, less the amount of RA Substitute Capacity

1 A Project Participant may request that NCPA assist with acquisition of RA Substitute Capacity, pursuant to any rights and obligations set forth in other program agreements (e.g., Amended and Restated Market Purchase Program Agreement).
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that has been supplied to NCPA by Project Participants, if any, during the Replacement Period; and
(d) Project Costs incurred by NCPA for purchasing RA Substitute Capacity shall be allocated to Project Participants in proportion to the amount of Project Capacity that is committed by a Project Participant as RA, adjusted for the amount of RA Substitute Capacity that was supplied to NCPA by a Project Participant during the Replacement Period.

Section 5. Project Accounting.

5.1 General Considerations. The primary objective of project accounting is to record and account for each Operating Entity’s use of its Project Participation Percentage share of Project Inflow, NSM Storage, McKays Pondage, and Hydroelectric Project generation to satisfy its share of Project Minimum Flow Obligations as defined in the FERC License.

5.2 Criteria. A generation account, a NSM Storage account, and a McKays Pondage account will be established for each Operating Entity. The generation account, the McKays Pondage account and the NSM Storage account will following a 2400 clock hour.

5.3 Required Models. Project accounting will include four basic models as follows:
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(i) Flow Calculation;
(ii) Generation Accounting;
(iii) NSM Storage Accounting;
(iv) McKays Pondage Accounting.

The four models will be run in the above sequence and make the following determinations:

5.3.1 Flow Calculation. Flow calculations will determine the non-storage-regulated and storage-regulated flows available for power generation at the NSM power plant and at the Collierville power plant.

Non-storage-regulated flows include releases from NSM Storage to satisfy the project FERC License requirements and unregulated flows entering the North Fork Stanislaus River below the NSM Dam and above the McKays Diversion Dam. Flow calculations will be made in accordance with Appendix A of this Facilities Schedule 7.

5.3.2 Generation Accounting. Generation accounting will determine the quantity of project generation produced by each Operating Entity. Generation accounting will be calculated in accordance with Appendix B of this Facilities Schedule 7.

5.3.3 NSM Storage Accounting. Storage accounting will
determine the amounts of NSM Storage for each Operating Entity. Storage 19 AMENDED AND RESTATED FACILITIES AGREEMENT
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accounting will be calculated in accordance with Appendix C of this Facilities Schedule 7.

5.3.4 McKays Pondage Accounting. McKays Pondage
accounting will determine the amounts of McKays Pondage for each Operating Entity based on:
(i) the Operating Entity’s allocation of McKays Non-StorageRegulated Inflow; (ii) the Operating Entity’s allocation of McKays Storage-Related Inflow; and
(iii) the Operating Entity’s allocation of Collierville generation.

McKays Pondage accounting will be calculated in accordance with Appendix D of this Facilities Schedule 7.

5.4 Project Flow Determinations. Each day the project manager will determine Hydroelectric Project flows required for NSM Storage accounting as described in Appendix A of this Facilities Schedule 7, and will provide to each Operating Entity a report on Hydroelectric Project flow determination including the following items:
(a) UPA and CCWD project diversions;
(b) McKays downstream releases including spill;
(c) McKays Minimum Outflow Requirements (a + b);
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(d) Collierville discharge;
(e) total McKays outflow (c + d);
(f) McKays Pondage change:
(g) McKays Inflow (e + f);
(h) McKays Storage-Regulated Inflow;
(i) McKays Non-Storage-Regulated Inflow;
(j) Beaver Creek diverted flow;
(k) Big Trees Flow Requirements (g – h);
(l) NSM power plant discharge;
(m) NSM outlet works discharge;
(n) total NSM release (l + m);
(o) NSM Storage change;
(p) NSM inflow (n + o);
(q) total NSM Non-Storage-Regulated Release; and
(r) total NSM Storage-Regulated Release.

Additionally, any two (2) Operating Entities, by mutual consent, may trade water in McKays Reservoir, and make a simultaneous offsetting reverse trade of their NSM Storage. The quantity of the offsetting trade at NSM is reduced by eight percent (8%) to compensate the Operating Entity trading away at NSM for the loss of the opportunity to generate with that water through the 21 AMENDED AND RESTATED FACILITIES AGREEMENT
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NSM power plant.
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APPENDIX A

FLOW CALCULATIONS
Section 1. Definitions. Unless defined in this Appendix A of Facilities Schedule 7, all terms used in this Appendix A of Facilities Schedule 7 with initial capitalization shall have the same meaning as those contained in Section 1 or Facilities Schedule 7 of this Agreement.

1.1 “Bank Storage” means the storage within the banks of a river stretch resulting from the change in river stage at different flows. Filling and emptying of Bank Storage results in time delays between changes in discharge at NSM Dam and the corresponding changes in observed flow at McKays. Bank Storage in all stretches of the river below NSM is represented as an imaginary pondage reservoir above McKays.

1.2 “NSM Storage-Regulated-Flows” means releases into Bank Storage from NSM Reservoir exclusively to produce power at the NSM power plant or to produce power or ancillary services at the Collierville power plant.

1.3 “NSM Non-Storage-Regulated-Flows” means releases into Bank Storage from the NSM Reservoir to satisfy Project Minimum Flow Obligations including: (i) minimum flows below NSM Dam, (ii) minimum flows at Big Trees State Park, (iii) required Mill Creek Tap Diversion; (iv) minimum flows below 2 AMENDED AND RESTATED FACILITIES AGREEMENT
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McKays Point Dam, (v) minimum flows below the confluence of Beaver Creek and the North For Stanislaus River, and (vi) NSM spill.

1.4 “Unregulated Flow” means unregulated flow into McKays including the following: (i) inflow to the North Fork Stanislaus River below NSM Dam and below the North Fork Diversion Structure, (ii) North Fork Diversion Structure spill and fish release, and (iii) Beaver Creek diverted flows.

Section 2. Basic Hydro Data. All flow calculations will be based on the following measurements:
(i) NSM releases include the following:
a. NSM power plant discharge;
b. NSM outlet works discharge; and
c. NSM spill;
(ii) NSM Reservoir elevation;
(iii) McKays Pondage inflows, including:
a. Avery gauge; and
b. Beaver Creek diverted flow measurement;
(iv) McKays Pondage outflows, including:
a. Collierville power plant discharge;
b. Mill Creek Tap diversions;
c. McKays downstream fish release; and
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d. McKays spill;
(v) Stream gauge below McKays Dam – indirect spill calculation only;
(vi) McKays Pond elevation.

Section 3. General Procedure.
(i) All flows will be calculated and routed through the system using the model described herein.
(ii) The model will be considered to comprise three subsystems as follows:
a. NSM subsystem;
b. McKays subsystem; and
c. Bank Storage subsystem.
(iii) The Bank Storage subsystem will serve as a substitute for the effect of natural bank storage within the river system between NSM Dam and McKays Dam to represent travel time.

Section 4. Routing.

4.1 Routing Interval. A basic routing interval of one-half hour is used.

Computations will be based on average water and power flows recorded over the routing interval.
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4.2 Routing Criteria. The following criteria will be used in flow routing:
(i) Bank Storage outflow will be assumed to come:
a. First from Bank Storage of NSM Non-Storage-Regulated Flow; and
b. Second from Bank Storage of NSM Storage-Regulated
Flow.
(ii) Big Trees flow in excess of available Bank Storage will be assumed to be Unregulated Inflow into McKays.

Section 5. Flows.

5.1 McKays Flows.
(i) Determine McKays outflow from McKays Pondage as the sum of Collierville discharge, Mill Creek Tap diverted flow, McKays fish release and McKays spill.
(ii) Determine McKays Inflow as the sum of McKays outflow plus the change in McKays Pondage.
(iii) McKays minimum outflow is the sum of the flow diverted from the Mill Creek Tap and the McKays fish release.
(iv) Determine Big Trees flows as McKays Inflow less Beaver Creek diverted flow.
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5.2 NSM Flows.
(i) Determine NSM release as the sum of NSM power plant discharge, NSM outlet works discharge and NSM spill.
(ii) Determine NSM inflow as the sum of NSM release and the change in NSM Storage.

5.3 Bank Storage Flows.
(i) Bank Storage inflow is equal to the sum of NSM Storage less NSM Storage-Regulated Releases and NSM Non-Storage-Regulated Releases. (ii) Bank Storage is accumulated in those routing intervals when Bank Storage inflow is greater than Big Trees flow. Bank Storage for each Operating Entity will be classified and accumulated as non-storage-regulated or storage-regulated, in accordance with the classification of the release from NSM. (iii) Bank Storage outflow is used to supply Big Trees flow. (iv) If there is not sufficient Bank Storage to supply all of the Big Trees flow, then the balance of the Big Tree flow is assumed to be Unregulated Inflow directly into McKays and not through Bank Storage. (v) In accordance with the routing criteria stated herein, all nonstorage-regulated water in Bank Storage is depleted before any storage-regulated water is released.
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APPENDIX B

GENERATION ACCOUNTING
Section 1. General Considerations. Project generation may be placed in three principal categories:

1.1 Generation which must be produced at the Collierville power plant:
(i) to discharge unregulated flows entering the North Fork Stanislaus River below NSM Dam or below the North Fork Diversion Structure including Beaver Creek Diversion discharge; or
(ii) to discharge North Fork Diversion Dam spill or NSM spill through the Collierville power plant.

1.2 Generation produced at the NSM power plant resulting from the release of NSM Storage to satisfy minimum release requirements of the FERC License.

1.3 Generation produced at the NSM and Collierville power plant resulting from the release of storage to meet the energy and ancillary service requirements of the Operating Entities.

Section 2. Generation Accounting.
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2.1 Operating Entity Responsibilities. Each Operating Entity is responsible for submitting NSM water release schedules, NSM energy schedules, Collierville energy schedules, ancillary service self-provision schedules and bids to the project manager in the time frames as specified in the Amended and Restated Scheduling Coordination Program Agreement. Each Operating Entity’s pre-scheduled daily NSM water release schedules will be developed by the project manager based on each Operating Entity’s estimate of Collierville energy use for that day. Each Operating Entity shall provide an estimate of total daily Collierville energy use no later than 07:00 each pre-scheduling day. NSM water release schedules can be adjusted for future hours, but not for the currently active hour, and not retroactively. Energy and ancillary service schedules must follow the scheduling protocols of the CAISO Tariff and the Amended and Restated Scheduling Coordination Program Agreement, and are therefore not changeable after having been processed through the CAISO scheduling process.

2.2 NSM Generation. Generation actually produced at the NSM power plant will be allocated to the Operating Entities in proportion to their water release schedules up to the available generator capacity. Water release schedules that flow through the available generators will be referred to as “non-bypass releases”. In the event of water release schedules in excess of available generator capacity (i.e., “bypass releases”), water accounting will be based on bypass 3 AMENDED AND RESTATED FACILITIES AGREEMENT
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releases plus non-bypass releases. This allocation means that it is the NSM water release schedules, and not the NSM energy schedules, that form the basis for the allocation of power at NSM. The NSM energy schedules are needed to determine CAISO energy balancing purposes in the day-ahead market, and should correspond appropriately to the NSM water release schedules, but ultimately it is the NSM water release schedules that dictate the allocation.

2.3 Collierville Generation. Collierville discharge through the power plant is allocated to the Operating Entities in the same proportion as the metered energy allocation results described in Appendix B to the Amended and Restated Scheduling Coordination Program Agreement (commonly referred to as the Unit Energy Allocation or (“UEA”)).
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APPENDIX C

NSM STORAGE ACCOUNTING
Section 1. General Considerations. Each Operating Entity will be allocated its Project Participation Percentage share of NSM Storage. Storage accounting will determine the amount of NSM Storage drafted by each Operating Entity each day and the status of the Operating Entity's allocation of NSM Storage at the end of each day.

An Operating Entity may utilize the Project Participation Percentage share of NSM Reservoir storage of other Operating Entities, provided that, if it is necessary to spill at NSM Dam, such spill will be assumed to be first from water stored by the Operating Entity who is using the Project Participation Percentage share of NSM Reservoir storage of other Operating Entities. The allocation of spill will be based on the amount the Operating Entities are “over-filled” relative to their respective Project Participation Percentage shares of NSM Reservoir storage. If more than one Operating Entity is over-filled, the initial allocation of spill will be pro-rata to each based on the amount each is over-filled. Once all water stored in the Project Participation Percentage share of others is spilled, any remaining spill is allocated based on Project Participation Percentage shares.

Section 2. NSM Storage Accounting.
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2.1 NSM Inflow Allocation. Each Operating Entity will be allocated its NSM Inflow (as determined in accordance with Appendix A of this Facilities Schedule 7, Flow Calculations) by Project Participation Percentage share.

2.2 NSM Release Allocation. Each Operating Entity shall provide a NSM water release schedule for each interval of each day. The actual NSM water releases, calculated as described in Appendix A of this Facilities Schedule 7, will be pro-rated to the Operating Entities based on the water release schedules. The Facilities Schedule 7 model algorithm will automatically allocate the actual NSM water releases by Operating Entity in each interval first to satisfy each Operating Entity's share of the NSM Minimum Release. These are classified in accordance with Appendix A of this Facilities Schedule 7 as non-storage-regulated flows.

The remainder of each Operating Entity's water release will be considered storage-regulated flows.

2.3 NSM Storage Change. The change in NSM Storage of each Operating Entity will be equal to the Operating Entity’s allocation of NSM Inflow minus each Operating Entity’s storage-regulated and non-storage-regulated releases.

2.4 End-of-Interval NSM Storage. The end-of-interval NSM Storage of each Operating Entity will be the algebraic sum of the Operating Entity's beginning-of-interval NSM Storage and its NSM Storage change. 1 AMENDED AND RESTATED FACILITIES AGREEMENT
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APPENDIX D

MCKAYS PONDAGE ACCOUNTING
Section 1. General Considerations. Determinations of McKays Pondage accounts for each Operating Entity will be made each day.

Section 2. McKays Pondage Accounting.

2.1 McKays Entitlement. Each Operating Entity will be allocated an entitlement amount of the total useable McKays Pondage in accordance with this Appendix D of Facilities Schedule 7.

2.2 Storage in Excess of Entitlement. An Operating Entity may utilize the McKays Pondage entitlements of other Operating Entities, provided that if it is necessary to spill at McKays Dam, such spill will be assumed to be first from water stored by the Operating Entity who is using the entitlement of other Operating Entities. The allocation of spill will be based on the amount the Operating Entities are “over-filled” relative to their Project Participation Percentage share of McKays Pondage. If more than one Operating Entity is overfilled, the initial allocation of spill will be pro-rata to each Operating Entity based on the amount each Operating Entity is over-filled. Once all water stored in the entitlements of others is spilled, any remaining spill is allocated based on Project Participation Percentage shares.
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2.3 Allocation of Flows. Flows are allocated to each Operating Entity as follows:
(i) Unregulated inflow, non-storage regulated inflow, inflow from Beaver Creek, Mill Creek Tap Outflow and McKays Fish Release are allocated based on Project Participation Percentage shares;
(ii) Storage-regulated inflow is allocated in accordance with the bank storage routing criteria specified in Appendix A of this Facilities Schedule 7, and the accumulated Operating Entity Project Participation Percentage shares of the storage-regulated water in bank storage, based on each Operating Entity's NSM water release schedules;
(iii) Spill is allocated as specified in Section 2.2 of this Appendix D; and
(iv) Collierville discharge through the power plant is allocated to the Operating Entities in the same proportion as the metered energy allocation results described in Appendix B of the Amended and Restated Scheduling Coordination Program Agreement (commonly referred to as the Unit Energy Allocation (“UEA”), and which allocates NSM energy based on the NSM water release schedules).

2.4 Operating Entity Pondage. At the end of each interval, each Operating Entity’s McKays Pondage is determined by algebraically summing the 3 AMENDED AND RESTATED FACILITIES AGREEMENT
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Operating Entity’s allocation of inflows and outflows with the ending McKays Pondage from the previous interval.

2.5 Water Trades Between McKays and NSM Pondage. Any two Operating Entities, by mutual consent, may trade water in McKays, and make a simultaneous offsetting reverse trade of their Pondage at NSM. The quantity of the offsetting trade at NSM is reduced to compensate the Operating Entity trading away at NSM for the loss of the opportunity to generate with that water through the NSM power plant. The trade at NSM will be reduced by 8% (based on the historical generation water duty ratio for NSM releases) relative to the trade at McKays.

Water trades are effective as of 0001 of the agreed-upon trade day (since the Facilities Schedule 7 algorithm re-calculates each interval of the current day every half-hour, this means that there will be no retroactive computer re-runs required). A trade can be arranged to apply no earlier than 0001 of the current day. Once agreed by the trading Operating Entities, the trade will be scheduled by the project manager. Trades are of water only with no corresponding financial payments. If there is no willing partner to a proposed trade, then each Operating Entity's Pondage results are unchanged, and all Facilities Schedule 7 results, including the allocation of spill, remain unchanged. 1 AMENDED AND RESTATED FACILITIES AGREEMENT
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COMBUSTION TURBINE PROJECT NO. 2 OPERATING PROCEDURES
Section 1. Definitions. Unless defined in this Facilities Schedule 8, all terms used in this Facilities Schedule 8 with initial capitalization shall have the same meaning as those contained in Section 1 of this Agreement.

1.1 “Pool” or “Pooling” has the meaning as defined in the Second Amended and Restated Pooling Agreement.

Section 2. General Operating Criteria. The following general operating criteria are applicable to the operation of the Combustion Turbine Project No. 2 generation facilities (hereinafter referred to as the “STIG Project”). The General Manager, or his or her designee, shall act as project manager for the STIG Project on behalf of the Project Participants.

2.1 Good Utility Practice. The STIG Project shall be operated in accordance with Good Utility Practice.

2.2 Licenses and Regulatory Criteria. The STIG Project shall be operated in accordance with all license and regulatory requirements that are applicable to the STIG Project (e.g., air permit restrictions).

2.3 Project Operation. The project manager shall normally operate the STIG Project in accordance with day ahead and active day schedules. The project manager may deviate from the scheduled operation due to system economics or 2 AMENDED AND RESTATED FACILITIES AGREEMENT
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other operating conditions, provided that such deviations shall be coordinated among the Operating Entities.

2.4 STIG Project Statistics. The following are general STIG Project statistics:

Resource Name Resource ID Pmax Pmin
Lodi STIG Unit STIGCT_2_LODI 49.9 MW 25 MW
Section 3. Scheduling Criteria.

3.1 Schedule Coordination. NCPA shall act as Scheduling Coordinator for the STIG Project, and perform such duties in accordance with the Amended and Restated Scheduling Coordination Program Agreement.

3.2 Scheduling Criteria and Project Coordination. Each Project Participant, acting as an Operating Entity, may schedule and bid its Project Participation Percentage share of capacity, energy, and/or other project attributes in any manner, and shall coordinate the scheduling of its Project Participation Percentage share of the STIG Project with NCPA; provided, however, that such schedules or bid shall be consistent with licensing and regulatory criteria, operational limitations, all established scheduling requirements, including, but not limited to, those requirements set forth in the CAISO Tariff and as determined by NCPA pursuant to the Amended and Restated Scheduling Coordination Program Agreement, and the provisions of the respective Project 3 AMENDED AND RESTATED FACILITIES AGREEMENT
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Agreement. NCPA may act as Operating Entity on behalf of a Project Participant or a group of Project Participants, pursuant to separate agreement.

Notwithstanding the foregoing, upon mutual agreement of the STIG Project Operating Entities NCPA may, acting as project manager, schedule and bid the entire STIG Project on behalf of the Project Participants for capacity, energy, and/or other project attributes into the CAISO markets and shall strive to maximize the economic value of the STIG Project while taking full consideration of other regulatory costs (e.g., GHG compliance obligations).

3.3 Load Following. The STIG Project may be utilized by NCPA to provide load following capacity, provided that Project Participants are compensated for such operation in accordance with this Facilities Schedule 8.

3.4 Allocation of Project Output. All output of the STIG Project, including capacity, energy and/or other project attributes shall be allocated among the Project Participants in accordance with the Project Agreement, this Facilities Schedule 8, and the Amended and Restated Scheduling Coordination Program Agreement.

3.5 Outage Coordination. Prior to the beginning of each Fiscal Year the project manager shall prepare and submit for approval to the Facilities Committee a planned outage schedule for the STIG Project. Changes or modifications made to the planned outage schedule during the course of the 4 AMENDED AND RESTATED FACILITIES AGREEMENT
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Fiscal Year shall be subsequently reported in a timely manner to each Project Participant. NCPA shall provide outage coordination services to track and report planned and unplanned outages pursuant to the Amended and Restated Scheduling Coordination Program Agreement.

Section 4. Natural Gas Fuel Supply.

4.1 General. The STIG Project consumes natural gas as a fuel in order to generate electric power for the benefit of the Project Participants. Section 4 of this Facilities Schedule 8 describes the terms and conditions under which NCPA will procure natural gas fuel for the STIG Project.

4.2 Economic Dispatch and Daily Fuel Requirements. The STIG Project consists of one generator. Unless called upon by the CAISO for emergency conditions, the STIG Project is economically dispatched or selfscheduled in accordance with the operating procedures defined in this Facilities Schedule 8. In either case the fuel supply requirements of the STIG Project are primarily met though NCPA’s contractual relationship with a primary supplier under a gas management agreement and supplemented with North American Energy Standards Board (“NAESB”) agreements with various Third Parties to encourage competitive fuel supplies. The cost for natural gas fuel procured for the STIG Project will be allocated to the Project Participants in accordance with 5 AMENDED AND RESTATED FACILITIES AGREEMENT
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the Project Agreement, this Agreement, and the Amended and Restated Scheduling Coordination Program Agreement.

4.3 Forward Natural Gas Procurement and Financial Hedging. NCPA is permitted to procure natural gas fuel in advance of generation provided that the term of the purchase does not exceed one month with delivery occurring within the next calendar month following the transaction. No financial hedges for fuel supply costs associated with the STIG Project will be implemented pursuant to this Facilities Schedule 8. NCPA may assist any Project Participant that desires to procure natural gas in advance for anticipated STIG Project fuel supply requirements, upon written request of a Project Participant, provided that NCPA and the requesting Project Participant have executed a separate agreement for such purposes.

4.4 Fuel Supply Management and Scheduling. Natural gas fuel consumed by the STIG Project must be scheduled and transported to the generator site. To obtain necessary scheduling and transportation rights and services the Commission may periodically authorize contracts with Third Parties and/or authorize subscriptions for transportation and storage services under pipeline tariffs in accordance with procurement policies and procedures established by the Commission.

Section 5. Unused Project Participation Percentage Share. 6 AMENDED AND RESTATED FACILITIES AGREEMENT
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5.1 Unused Project Participation Percentage Share.

5.1.1 Day Ahead Scheduling. If an Operating Entity does not elect to schedule and bid its Project Participation Percentage share of the STIG Project in the day ahead market, pursuant to Section 3 of this Facilities Schedule 8, the remaining Operating Entities may request the entire output of the STIG Project. If the remaining Operating Entities desire to take energy from the STIG Project, they must take the entire minimum economic operating output as determined by the project manager. An Operating Entity that did not take their Project Participation Percentage share in the day ahead scheduling process cannot request their Project Participation Percentage share in the active day where other Operating Entities have requested to take the entire output of the STIG Project, unless otherwise mutually agreed. Any Operating Entity that does not take their Project Participation Percentage share shall be compensated for their Project Participation Percentage share by the other Operating Entities in accordance with this Facilities Schedule 8. If the STIG Project is not scheduled for any Operating Entity, the STIG Project will remain available for active day scheduling for any Operating Entity.

5.1.2 Active Day Scheduling. If an Operating Entity does not elect to schedule and bid its Project Participation Percentage share of the 7 AMENDED AND RESTATED FACILITIES AGREEMENT
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STIG Project in the active day market, pursuant to Section 3 of this Facilities Schedule 8, the remaining Operating Entities may request the entire output of the STIG Project. If the remaining Operating Entities desire to take energy from the STIG Project, they must take the entire minimum economic operating output as determined by the project manager. Once an Operating Entity communicates to the project manager that it does not desire to take its Project Participation Percentage share in the active day scheduling process, they cannot request their Project Participation Percentage share in any hours of the active day where other Operating Entities have requested to take the entire output of the STIG Project, unless otherwise mutually agreed. Any Operating Entity that does not take their Project Participation Percentage share shall be compensated for their Project Participation Percentage share by the other Operating Entities in accordance with this Facilities Schedule 8.

If the STIG Project is not scheduled for any Operating Entity, the STIG Project is available for use by the project manager.

Section 6. Coordinated Settlements, Cost Recovery, and Reimbursement of Margin (Between Pool and non-Pool Project Participants).

6.1 General Considerations.
(i) the objective of settlements and cost recovery is to ensure that Project Participants pay actual operating costs, and provide the process that will 8 AMENDED AND RESTATED FACILITIES AGREEMENT
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ensure scheduling and operation by an Operating Entity does not have any adverse economic impact on another Operating Entity; and (ii) the objective of reimbursement of margin is to ensure that if the STIG Project is scheduled to operate and an Operating Entity cancels the operation, due to economic conditions or load following, such cancellation does not adversely affect another Operating Entities’ ability to receive its expected margin from the planned operation of the STIG Project.

6.2 Settlements.
(i) whenever the STIG Project is operated, Project Participants shall pay the variable costs of generation including any associated CAISO costs and uninstructed energy costs, according to their Project Participation Percentage share;
(ii) associated CAISO costs and uninstructed energy costs will be allocated and settled in accordance with Appendix B of the Amended and Restated Scheduling Coordination Program Agreement;
(iii) Project Participants shall be paid for project output pursuant to the CAISO Tariff and project output shall be allocated according to their Project Participation Percentage share; and
(iv) for non-Pool Operating Entities receiving energy through an inter-scheduling coordinator trade, such Operating Entity shall pay for the inter- 9 AMENDED AND RESTATED FACILITIES AGREEMENT
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scheduling coordinator trade pursuant to the CAISO Tariff and Appendix B of the Amended and Restated Scheduling Coordination Program Agreement.

6.3 Cost Recovery.
(i) an Operating Entity that is taking energy greater than their Project Participation Percentage share shall compensate the other Operating Entities to ensure that those whose Project Participation Percentage share was consumed by others are, at a minimum, financially neutral; (ii) in the context of this Facilities Schedule, financial neutrality means, if the Operating Entity scheduling less than their Project Participation Percentage share has a net cost for those hours of the day that their Project Participation Percentage share was being used by others, taking into account the costs and payments under this Facilities Schedule 8, the Operating Entity using the Project Participation Percentage share shall pay the Operating Entity whose entitlement was used an amount to ensure the net cost is zero for the Operating Entity whose Project Participation Percentage share was used by others; and (iii) the STIG Project may be used for load following; in such case, the Pool Operating Entity shall compensate the non-Pool Operating Entity to ensure that the non-Pool Operating Entity is financially neutral or so that its contribution to margin from CAISO market awards is maintained. 1 AMENDED AND RESTATED FACILITIES AGREEMENT
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POWER PURCHASE PROJECTS OPERATING PROCEDURES
Section 7. Definitions. Unless defined in this Facilities Schedule 9, all terms used in this Facilities Schedule 9 with initial capitalization shall have the same meaning as those contained in Section 1 of this Agreement.

7.1 “Power Purchase Project” means a power purchase contract or contracts which are individually or collectively deemed to be NCPA Projects.

Section 8. General Operating Criteria. The following general operating criteria are applicable to the operation of each Power Purchase Project. The General Manager, or his or her designee, shall act as project manager for the scheduling and operation of each Power Purchase Project.

8.1 Good Utility Practice. Power Purchase Projects shall be operated in accordance with Good Utility Practice.

8.2 Licenses and Regulatory Criteria. Power Purchase Projects shall be scheduled and operated in accordance with all license and regulatory requirements that are applicable to the Power Purchase Projects, if any.

Section 9. Scheduling Criteria.

9.1 Schedule Coordination. NCPA shall act as Scheduling Coordinator for each Power Purchase Project, and perform such duties in accordance with the Amended and Restated Scheduling Coordination Program Agreement. 2 AMENDED AND RESTATED FACILITIES AGREEMENT
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9.2 Scheduling Criteria and Project Coordination. Each Project Participant, acting as an Operating Entity, shall schedule and bid its Project Participation Percentage share of capacity, energy, and/or other project attributes in any manner, and shall coordinate the scheduling of its Project Participation Percentage share of each Power Purchase Projects with NCPA; provided, however, that such schedules or bids shall be consistent with licensing and regulatory criteria, operational limitations, all established scheduling requirements, including, but not limited to, those requirements set forth in the CAISO Tariff and as determined by NCPA pursuant to the Amended and Restated Scheduling Coordination Program Agreement, and the provisions of the respective Project Agreement. NCPA may act as Operating Entity on behalf of a Project Participant or a group of Project Participants, pursuant to separate agreement.

9.3 Allocation of Project Output. All output of a Power Purchase Project, including capacity, energy and/or other project attributes shall be allocated among the Project Participants in accordance with the Project Agreement and the Amended and Restated Scheduling Coordination Program Agreement.

9.4 Outage Coordination. Prior to the beginning of each Fiscal Year the project manager shall prepare and submit for approval to the Facilities 3 AMENDED AND RESTATED FACILITIES AGREEMENT
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Committee a planned outage schedule for each Power Purchase Project, if applicable. Changes or modifications made to the planned outage schedule during the course of the Fiscal Year shall be subsequently reported in a timely manner to each Project Participant. NCPA shall provide outage coordination services to track and report planned and unplanned outages pursuant to the Amended and Restated Scheduling Coordination Program Agreement. 1 AMENDED AND RESTATED FACILITIES AGREEMENT
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RESERVE FUNDS
Reserve funds shall be established by the Commission for each NCPA Project as set forth in this Facilities Schedule 10. Reserve Funds shall be classified as either "Mandatory Reserve Funds" or "Additional Reserve Funds." Section 1. Mandatory Reserve Funds. Each NCPA Project that is financed by the issuance of notes, bonds, or other public debt (“Bonds”) is secured by the provisions of a Project Indenture of Trust. Each Project Indenture of Trust establishes, among other things, various interrelated reserve funds for the protection of the holders of the Bonds. The following Mandatory Reserve Funds are governed by the provisions of the applicable Project Indenture of Trust:

1.1 Debt Service Reserve Fund. A reserve equal to the maximum annual debt service over the life of the outstanding debt. This reserve fund may be used to pay debt service in the event that amounts in the debt service fund are not sufficient.

1.2 Reserve and Contingency Fund. The renewal and replacement account is a subaccount of the reserve and contingency fund used to pay the cost of acquisition and construction relating to any capital improvement. In general, a capital improvement is a repair, addition, improvement, modification or betterment to a NCPA Project that is: (i) consistent with Good Utility Practice 2 AMENDED AND RESTATED FACILITIES AGREEMENT
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and determined necessary by the Commission to keep the NCPA Project in good operating condition or to prevent a loss of revenue therefrom; (ii) required by any governmental agency having jurisdiction over the NCPA Project; or (iii) not any generating unit in addition to those included in the NCPA Project. (See the appropriate Project Indenture of Trust for specific definition).

The reserve account is a subaccount of the reserve and contingency fund used to pay the cost of the following to the extent not provided for in the Annual Budget or by an operating reserve in the operating fund: (i) acquisition and construction relating to capital improvements to the extent amounts in the renewal and replacement account are not sufficient; and (ii) items related to extraordinary operations and maintenance costs and contingencies, including payments to prevent or correct any unusual loss or damage to the NCPA Project.

Any increase or decrease in the balance to be on deposit in this account must be recommended by the consulting engineer as provided in the applicable Project Indenture of Trust.

1.3 General Reserve. The general reserve is a subaccount of the general reserve used to pay any deficiencies in any other funds and accounts established by the Project Indenture of Trust and for any other purpose related to the NCPA Project. The rate stabilization account is a subaccount of the general reserve used to provide revenues so that Participant rates may be stabilized. 3 AMENDED AND RESTATED FACILITIES AGREEMENT
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1.4 Operating Fund. A fund used to pay current NCPA Project operating expenses. This fund also contains any amounts set aside as working capital or operating reserves. In its Annual Budget process, the Commission will determine and establish appropriate purposes for and levels of operating reserves to be held and maintained in the operating fund of the applicable NCPA Project. Such operating reserves may include, but are not limited to, the following:
(i) the working capital reserve is a reserve equal to the average amount of capital required for operating purposes to fund expenditures made prior to receipt of revenue collections; and
(ii) the maintenance reserve is a reserve for anticipated periodic operating costs including, but not limited to, scheduled and unscheduled maintenance other than ordinary repairs and replacements, e.g., overhaul, inspection, etc.

Upon completion of construction of the applicable NCPA Project, interest income on such reserves is considered a revenue for Project Indenture of Trust purposes, and therefore treated as an operating revenue to NCPA to be allocated back to the applicable NCPA Project.

Section 2. Additional Reserve Funds. Additional Reserve Funds may be established by the Commission from time to time, provided their establishment 4 AMENDED AND RESTATED FACILITIES AGREEMENT
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does not affect the funding, maintenance, or operation of any Mandatory Reserve Fund.

Funding mechanisms for all Additional Reserve Funds will be determined on a case by case basis by the Commission upon the recommendation of the Facilities Committee, but unless such Additional Reserve Fund is limited to a specific project, may not be funded under a Project Agreement. If the additional Reserve Fund is designated for capital improvements, the recommendation of the NCPA Finance Committee will also be requested.

NCPA shall maintain separate accounts for all Additional Reserve Funds.

Unless otherwise required by a Project Indenture of Trust, at the time an Additional Reserve Fund is established, the Commission shall determine whether the interest accrued on the balance of the fund shall be treated and accounted for as: (i) operating revenue to NCPA to be allocated back to the applicable NCPA Project, or (ii) an addition to the balance of the fund. NCPA shall maintain records and provide reports for each Additional Reserve Fund as provided in this Agreement.
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PROJECT PHASES
Pursuant to Section 6 of this Agreement, any NCPA Project undertaken by NCPA may have one or more phases. Facilities Schedule supplements the description of each phase provided in Section 6 of this Agreement.

Section 1. First Phase Projects. Review and recommendations regarding First Phase Project activities shall be made by the Facilities Committee. Each Member obtains a right to participate in any Project identified by First Phase activity proportional to its contribution to First Phase costs at the time a Project is identified and becomes a candidate for Second Phase activity. First Phase activity includes the following typical scope of work:
(i) make general investigations and obtain currently available background, technical, economic and other preliminary data concerning the feasibility of a specific Project; and
(ii) hold initial discussions to gain sufficient understanding of data and circumstances surrounding the proposed Project to enable staff to report, and/or recommend Participant participation in Second Phase activity and execution of a Second Phase Agreement enabling such activity.

Section 2. Second Phase NCPA Projects. Second Phase development activity begins upon the identification of a Project in substantial detail to allow 2 AMENDED AND RESTATED FACILITIES AGREEMENT
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proceeding with participation agreements resulting from investigations pursuant to First Phase activities.

Subject to the provisions of this Agreement, Second Phase participation rights are based a Participant’s share of funding First Phase activities. Final Second Phase Project Participation Percentages will be determined by election by those Project Participants desiring to participate pursuant to the Second Phase Agreement. A Second Phase project must be fully subscribed to proceed with the scope of work for the project. Limitations in scope of work, off ramps or conditions of participation in Second Phase projects will be addressed in the language of the associated Second Phase Agreement.

Funding for Second Phase projects may proceed in two steps:

2.1 Step 1. Step 1, is defined as the period from identification of a Second Phase project, up to the final execution of a Second Phase Agreement for all Participants desiring participation. Step 1 funding sources will be determined at the discretion of the Project Participants. Typically, funding for Step 1 costs will be by direct assessments to Participants or by withdrawals from Participants' Second Phase funds, in accordance with each Participant's Project Participation Percentage at the time of authorization of Step 1.

Step 1 is optional and is provided in order to maintain continuity in the project or to advance the project to some gain not otherwise obtainable without 3 AMENDED AND RESTATED FACILITIES AGREEMENT
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implementing Step 1. All Step 1 costs will be included for ultimate reimbursement and accounted for in the final Second Phase Agreement executed by the Project Participants. Project Participation Percentages may change from Step 1 to Step 2. In the event that the Second Phase project is terminated before final execution of a Second Phase Agreement, each Project Participant will absorb those costs expended, up to and including termination costs. No refunds are anticipated for Step 1 costs associated with a terminated project.

2.2 Step 2. Step 2 is defined as the period beginning at final execution of a Second Phase Agreement and ending either when the Third Phase Agreement for the NCPA Project becomes effective, or in the case where an NCPA Project does not progress to the Third Phase, upon termination of the Second Phase Agreement.

Step 2 costs will be funded at the discretion of the Project Participants.

Typical funding for Step 2 costs will be by direct assessment, temporary financing or permanent financing, depending on the needs of the project and Project Participants. Second Phase costs will consist of all Step 1 costs (optional) and all Step 2 costs. All Second Phase costs will be included for ultimate reimbursement and accounted for in the final Third Phase Agreement executed by the Project Participants. Project Participation Percentages may change from the Second Phase to Third Phase of a project. In the event that the Second Phase 4 AMENDED AND RESTATED FACILITIES AGREEMENT
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of a project is terminated prior to the final execution of a Third Phase Agreement, each Project Participant will absorb those costs expended, up to and including termination costs. No refunds are anticipated for Second Phase costs associated with a terminated project. Second Phase activity includes the following typical scope of work:
(i) licensing/permitting of a project;
(ii) preparation of design or turn-key specification documents for construction or a project; and
(iii) negotiation of contracts.

Section 3. Third Phase NCPA Projects. Third Phase activities are described in Section 6 of this Agreement.
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FEDERAL TAX GUIDELINES RELATING TO PRIVATE BUSINESS USE NCPA has issued a number of Bond issues (the “Bonds”) for the NCPA Projects which have been “traditional” tax exempt bond or Build America Bond obligations, which are “tax advantaged” under provisions of the Internal Revenue Code (the “Tax Status”). This Facilities Schedule 12 summarizes and documents the various federal tax restrictions approved by the Commission to be used as guidelines relating to private business use of the NCPA Projects and the capacity and energy from the NCPA Projects required to qualify and maintain the Tax Status of the Bonds. Failure to comply with the private business use requirements set forth in this Facilities Schedule 12 may adversely affect the Tax Status of the Bonds.

Section 1. Definitions. Unless defined in this Facilities Schedule 12, all terms used in this Facilities Schedule 12 with initial capitalization shall have the same meaning as those contained in Section 1 of this Agreement.

1.1 “Bonds” means bonds, notes or other evidences of indebtedness of NCPA (including, without limitation, contracts relating to letters of credit or other credit enhancement devises, interest rate swap and other agreements relating to interest rate or other cash-flow exchanges such as those authorized by the Public Finance Contracts Law, and other contracts which are characterized as 2 AMENDED AND RESTATED FACILITIES AGREEMENT
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debt by NCPA at or prior to the execution thereof) issued to finance or refinance a NCPA Project and to finance or refinance any contributions-in-aid-ofconstruction for construction necessary for the adjacent electric system to interconnect with a NCPA Project and includes additional bonds to complete a NCPA Project and may consist of that portion of an issue of NCPA bonds, notes or other evidences of indebtedness issued to finance the costs of a NCPA Project, which portion is specifically identified as Bonds.

1.2 “Build America Bonds” or “BABs” means taxable municipal bonds that feature tax credits and/or federal subsidies for bondholders and state and local government bond issuers.

1.3 “Internal Revenue Code” means all federal tax laws.

1.4 “Internal Revenue Service” means the federal agency responsible for administering and enforcing the Treasury Department’s revenue laws, through the assessment and collection of taxes, determination of pension plan qualification, and related activities.

1.5 “Treasury Regulations” means tax regulations issued by the Internal Revenue Service.

Section 2. Restrictions on Non-Governmental Use. Neither NCPA nor the Participants may expect that (i) more than five (5) percent of the proceeds of a Bond issue will be used to make or finance loans to any person other than a state 3 AMENDED AND RESTATED FACILITIES AGREEMENT
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or local governmental unit, or (ii) except as described below, more than the permitted amount of the proceeds of a Bond issue (that is, the lesser of 10 percent or $15 million, as applicable) will be used in any trade or business carried on by any natural person or any activity carried on by anyone other than a natural person or a State or local governmental unit.
“Use” includes the sale of power (whether consisting of capacity, energy, or both, including the sale of ancillary services) to non-governmentally owned utilities (including e.g., the federal government, Bonneville Power Administration and Western Area Power Administration) pursuant to output or requirements contracts as well as any other arrangements for the sale of power on terms different from those available to the general public. Such may include contracts with retail customers that contain provisions which obligate a customer to make payments that are not contingent on the output requirements of the customer or that obligate the customer to have output requirements (including provisions which obligate the customer not to cease operations). The private business use restrictions are applied by taking into account any arrangements NCPA or any of the Participants have with non-exempt persons (generally, for these purposes any entity or person other than a municipally owned utility) for the sale of power from a NCPA Project. Use also includes providing a nongovernmental person with control, whether direct or indirect, over the 4 AMENDED AND RESTATED FACILITIES AGREEMENT
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operations, maintenance or decision making as to when to run or not run a particular NCPA Project (in tax parlance such rights would be called “special legal entitlements”). Such special legal entitlements also may create private business use.

Applicable Treasury Regulations provide an exception to private business use if the non-governmental person uses the property (or the capacity or energy for the property) as a member of the general public. This occurs if the “property is intended to be available and in fact is reasonably available for use on the same basis by natural persons not engaged in a trade or business.” Use on the same basis as the general public may include a fee or charge for use, so long as the rates charged are generally applicable and uniformly applied. These rates may vary in certain respects, such as different rates based on volume, so long as the difference in rates is customary and reasonable. Any arrangement that gives the non-exempt person special priority rights or preferential benefits is not use on the same basis as the general public.

Section 3. Specific Private Business Use Exceptions Relating to the NCPA Projects. NCPA and the Participants will enter into a variety of arrangements with non-exempt persons, including wholesale customers of NCPA, wholesale and retail customers of the Participants, and non-governmental utilities and other providers and purchasers of electric generation, transmission, and 5 AMENDED AND RESTATED FACILITIES AGREEMENT
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distribution service. Each of these arrangements will be treated as private business use in evaluating compliance with the limits described in Section 2 of this Facilities Schedule 12, except to the extent that the arrangement either satisfies one of the following exceptions to the limitations on private business use and private security or payments, or NCPA or the Participants obtain an opinion of Bond Counsel to the effect that the arrangement will not adversely affect the Tax Status of the Bonds:
(i) in the case of sales of electric generation or distribution service, the term of such transaction will not exceed three (3) years (including renewal options) and will be negotiated, arm’s length arrangements that provide for compensation at fair market value or are based on generally applicable and uniformly applied rates, and the related facility (e.g. a NCPA Project) was not financed with a principal purpose of providing that facility for use by that nongovernmental person; (ii) in the case of sales of electric generation or distribution service, the compensation for such service and any other payments in respect of such use will not exceed NCPA’s or the Participant’s, as applicable, properly allocable cost of ordinary and necessary expenses that are directly attributable to the operation of the financed property used by the non-governmental person; 6 AMENDED AND RESTATED FACILITIES AGREEMENT
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(iii) in the case of sales of electric generation or distribution service, the output is sold (a) to a retail customer pursuant to a requirements contract that does not require the customer to make payments unless it actually has requirements, (b) under a contract pursuant to which the average annual payments made under the contract do not exceed the amount permitted under the de minimis rule contained in the applicable regulations, (c) under a contract the terms of which comply with (i) above, or (d) from non-bond financed system resources of the Participant which are physically capable of supplying the output being sold;
(iv) the arrangement will not involve use of the Project (e.g., nonbond financed resources or contracts involving the resale of generation provide by an investor owned utility to NCPA);
(v) the use of the NCPA Projects that would constitute private business use is allocable to (a) Bonds that have been “remediated” within the meaning of Treasury Regulation section 1.141-12 (or repaid in their entirety), or (b) equity, or (c) taxable bonds issued by NCPA, or (d) issues of bonds that have been fully repaid;
(vi) an agreement that provides for the swapping or pooling of output by one or more non-governmental persons to the extent that: (a) the swapped output is reasonably expected to be approximately equal in value 7 AMENDED AND RESTATED FACILITIES AGREEMENT
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(determined over periods of one year or less), and (b) the purpose of the agreement is to enable each of the parties to satisfy different peak load demands, to accommodate temporary outages, to diversify supply, or to enhance reliability in accordance with prudent reliability standards; and
(vii) the use of the NCPA Project is by an entity that qualifies as an agency or instrumentality of NCPA approved by the Internal Revenue Service or Bond Counsel.

Section 4. Sale of Renewable Energy Certificates. In a private letter ruling, the Internal Revenue Service concluded that under certain circumstances the sale of renewable energy certificates (“RECs”) does not create any private business use. If a Participant transacts to sell some or all of the RECs resulting from the generation at one or more of the NCPA Projects to non-governmental person with contract terms longer than three (3) years (contracts of three (3) years or less would meet one of the exceptions from private business use described in Section 3 of this Facilities Schedule 12) such transaction must satisfy the following basic requirements to satisfy the Internal Revenue Service:
(i) that the purchase of RECs does not entitle the REC purchaser to any electric energy from the NCPA Project;
8 AMENDED AND RESTATED FACILITIES AGREEMENT
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(ii) the Participant will retain exclusive control over its entitlement to the NCPA Project, its operations and any decision regarding how or whether to operate the NCPA Project;
(iii) the Participant will not be under any obligation to produce, or cause to be produced, any renewable energy or to operate, or cause the Project to be operated at all or at any particular level; and
(iv) the REC contracts will not give the REC purchaser any direct or indirect voice in how any component of the NCPA Project will be operated or maintained.

Section 5. Compliance with Private Business Use Limits by Participants.

Private business use limitations set forth in this Facilities Schedule apply in aggregate to all actions by NCPA and the Participants. Accordingly, NCPA will implement internal procedures and requirements necessary to assure compliance with the private business use limits as specified in this Facilities Schedule, including:
(i) contractual obligations of the Participants to comply with private business use limits and other requirements of the Internal Revenue Code, and
9 AMENDED AND RESTATED FACILITIES AGREEMENT
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(ii) regularly surveying the Participants to determine compliance with the private business use limits and other requirements of the Internal Revenue Code.

Participants are required to comply with private business use limits and other requirements of the Internal Revenue Code pursuant to applicable Project Agreement, and Participants are strongly encouraged to established internal procedures and requirements necessary to assure compliance. 1 AMENDED AND RESTATED FACILITIES AGREEMENT
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REPORTS TO PARTICIPANTS
Pursuant to Section 16.1 of this Agreement, NCPA shall prepare and make available to each Participant the following reports monthly:
(i) NCPA Project Operating Reports;
(ii) NCPA Project Financial Operating Statements;
(iii) Status of NCPA Budget as such applies to Project Costs; and (iv) such additional reports as are required under any applicable Project Agreement, this Agreement, or as requested by the Facilities Committee.
1 AMENDED AND RESTATED FACILITIES AGREEMENT
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PARTICIPANT NOTICE REQUIREMENTS
Pursuant to Section 7.1 of this Agreement a Participant that desires to enter into a transfer, sale, assignment or exchange of all or a portion of its Project Participation Percentage share of a NCPA Project or its Project Participation Percentage share of specific NCPA Project attributes shall provide notice of such transfer, sale, assignment or exchange to the General Manager in accordance with this Facilities Schedule 14.

Section 1. Participant Notice.

1.1 Project Participation Percentage Share. Prior to a Participant entering into a transfer, sale, assignment or exchange of all or any portion of its Project Participation Percentage share of a NCPA Project, for a specific time interval, or permanently, a Participant shall provide thirty (30) Calendar Days prior written notice to the General Manager.

1.2 NCPA Project Attributes. Prior to a Participant entering into a transfer, sale, assignment or exchange of its Project Participation Percentage share of a specific NCPA Project attribute, including, but not limited to, capacity, energy and/or other related attributes, for a specific time interval, but retain its full Project Participation Percentage share of a NCPA Project throughout the 2 AMENDED AND RESTATED FACILITIES AGREEMENT
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term of such transfer, sale assignment or exchange, a Participant shall provide thirty (30) Calendar Days prior written notice to the General Manager.

Section 2. Evaluation and Report of Impacts. Upon receipt of a Participant’s notice submitted to the General Manager pursuant to Section 1 of this Facilities Schedule 14, the General Manager shall evaluate what impacts, if any, the transfer, sale, assignment or exchange may have on NCPA’s internal and external systems utilized to manage the respective NCPA Project, on NCPA’s governance, and other Project Participants’ interest in the respective NCPA Project. Within thirty (30) Calendar Days after the date on which written notice is received by NCPA, or a period of time greater than thirty (30) Business Days if deemed necessary by the General Manager, in his/her sole discretion, that is reasonably required to identify and evaluate impacts and interests, the General Manager will develop and deliver to the Participants in the affected NCPA Project a written report identifying such impacts and interests.

In such report the General Manager shall identify what reasonable conditions, if any, are necessary to implement such transfer, sale, assignment or exchange in a cost effective and timely manner and mitigate the impacts of the transfer, sale, assignment or exchange on NCPA and other Project Participants.

The General Manager shall coordinate with the Participants in the affected NCPA Project prior to the final execution of the desired transfer, sale, assignment 3 AMENDED AND RESTATED FACILITIES AGREEMENT
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or exchange, so as to mitigate any identified impacts as necessary (e.g., programming modifications, impacts to NCPA Project operations). 1 AMENDED AND RESTATED FACILITIES AGREEMENT
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SOUTH FEATHER POWER PROJECT

OPERATING PROCEDURES
Section 1. Definitions. Unless defined in this Facilities Schedule 15, all terms used in this Facilities Schedule 15 with initial capitalization shall have the same meaning as those contained in Section 1 of this Agreement.

1.1 “Dry Water Conditions” means the period of historic record during which the SFPP Project could produce minimum project generation usable to supply load requirements.

1.2 “FERC License” means the license awarded by FERC for construction and operation of the SFPP Project, FERC Project Number 2088, as such may be amended from time to time.

1.3 “Forecast Project Inflow” means the amount of SFPP Project inflow for a period of one month or less based on hydrometeorological forecast methods considering current flows, antecedent flows, snow pack measurements, antecedent precipitation, forecast precipitation, and forecast air temperatures.

1.4 “SFPP Minimum Release Rule Curve Storage” means the quantity of water of SFPP Project storage which must be retained to ensure that the SFPP Project can satisfy minimum release requirements under Dry Water Conditions. 2 AMENDED AND RESTATED FACILITIES AGREEMENT
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1.5 “SFPP Spill Prevention Rule Curve Storage” means the minimum quantity of water in SFPP Project Storage which the project manager determines can be held in storage and assure refill based on conservative forecasts of runoff using snow pack measurements and long-range precipitation forecasts. SFPP Spill Prevention Rule Curve Storage may be less than the SFPP Minimum Release Curve Storage.

1.6 “Project Capacity” means the sum of the SFPP Project Capacity.

1.7 “Project Obligations” means the obligations of the SFPP Project as defined in the FERC License and agreements with local water districts and other governmental entities as applicable.

1.8 “Project Minimum Flow Obligations” are the minimum flows to be maintained at specified locations as provided in the FERC License.

1.9 “RA Substitute Capacity” means capacity that the CAISO permits under the CAISO Tariff to be substituted for a Resource Adequacy Resource that is on outage.

1.10 “Resource Adequacy Attributes” and “RA” means the benefits or attributes, if any, now or existing in the future based on the procurement obligations of a load serving entity with respect to Resource Adequacy as prescribed by the CPUC, the CAISO or any other regional entity, and that are associated with the electric generating capability of a facility.

1.11 “Resource Adequacy Resource” means a facility that is designated to provide RA.
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1.12 “Regulation Study” means a study to determine the maximum monthly loads that can be supplied by monthly SFPP Project inflows when such flows are regulated by SFPP Project storage and the SFPP Project is operated to satisfy Project Obligations under the FERC License.

1.13 “South Feather Power Project” or “SFPP Project” means the four existing hydroelectric generating plants operating under a FERC license (FERC Project No. 2088): the Forbestown Powerhouse, the Kelly Ridge Powerhouse, the Sly Creek Powerhouse and the Woodleaf Powerhouse.

Section 2. General Operating Criteria. The following general operating criteria are applicable to the operation of the SFPP Project. The General Manager of NCPA, or his or her designee, shall act as project manager and single Operating Entity for the SFPP Project on behalf of the Project Participants.

2.1 Good Utility Practice. The SFPP Project shall be operated in accordance with Good Utility Practice.

2.2 Licenses and Regulatory Criteria. The SFPP Project shall be operated in accordance with all license and regulatory requirements that are applicable to the SFPP Project, including the FERC License.

2.3 Data Requirements. NCPA shall strive to maintain an accurate accounting of all available SFPP Project measurements and data, as described in this Facilities Schedule 15, which are used to manage and allocate the output of the SFPP Project; 4 AMENDED AND RESTATED FACILITIES AGREEMENT
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provided, however, if due to failure of equipment, data transfer error or other condition in which SFPP Project measurements and data are found to be incorrect, NCPA will develop and use estimated measurements and data pursuant to Good Utility Practice to perform its obligations pursuant to this Facilities Schedule 15, until such deficiency can be corrected.

2.4 SFPP Project Statistics. The following are general Hydroelectric Project statistics:

Resource Name Resource ID Pmax Pmin
Forbestown Hydro FORBST_7_UNIT 1 37.50 MW 0.00 MW
Kelly Ridge Hydro KELYRG_6_UNIT 11.00 MW 0.00 MW
Sly Creek Hydro SLYCRK_1_UNIT 1 13.00 MW 0.00 MW
Woodleaf Hydro WDLEAF_7_UNIT 1 60.00 MW 0.00 MW
Section 3. Forecasting Project Storage and Use

3.1 Project Storage Forecasts. For the period of December through May, the project manager will prepare a forecast of spring runoff based on hydrometeorology data including measurements of snow pack depth and water content and long-range forecasts of future precipitation. An analysis will be made to determine a SFPP Spill Prevention Rule Curve Storage required at the end of subsequent months through June to assure SFPP Project storage refill. For the period June-November, the project manager will develop a storage forecast based on historical or other relevant information. SFPP Spill Prevention Rule Curve Storage may be less than the SFPP 5 AMENDED AND RESTATED FACILITIES AGREEMENT
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Minimum Release Rule Curve Storage. The project manager shall provide copies of all such forecasts and SFPP Spill Prevention Rule Curve Storage data to the Facilities Committee for review and comment.

3.2 Long Term Forecast of SFPP Project Output. Based on the information developed pursuant to Section 3.1 of this Facilities Schedule 15, and at least 10 Calendar Days prior to the start of each month, the project manager shall prepare a Regulation Study based on the Forecast Project Inflows to determine the forecasted SFPP Project generation output for the following month. The project manager shall transmit to each Project Participant the results of the Regulation Study for its respective Project Participation Percentage share of the SFPP Project.

Section 4. Scheduling.

4.1 Schedule Coordination. NCPA shall act as Scheduling Coordinator for the SFPP Project, and perform such duties in accordance with the Amended and Restated Scheduling Coordination Program Agreement.

4.2 Scheduling Criteria. The project manager, acting as the single Operating Entity for the SFPP Project, shall schedule and bid SFPP Project capacity, energy, and/or other project attributes into the CAISO markets, and shall strive to maximize the economic value of the SFPP Project; provided, however, that such schedules or bid shall be consistent with licensing and regulatory criteria, operational limitations, all established scheduling requirements, including, but not limited to, those requirements 6 AMENDED AND RESTATED FACILITIES AGREEMENT
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set forth in the CAISO Tariff and as determined by NCPA pursuant to the Amended and Restated Scheduling Coordination Program Agreement, and the provisions of the respective Project Agreement.

4.3 Load Following. The SFPP Project may be utilized by NCPA to provide load following capacity. In such case, the load following Project Participants shall compensate the non-load following Project Participants to ensure that the non-load following Project Participants are held financially neutral or so that its contribution to margin from CAISO market awards is maintained.

4.4 Allocation of SFPP Project Output. All output of the SFPP Project, including capacity, energy and/or other project attributes shall be allocated among the Project Participants in accordance with the Project Agreement, this Facilities Schedule 15, and the Amended and Restated Scheduling Coordination Program Agreement.

4.5 Outage Coordination. No later than ninety (90) calendar days prior to the beginning of each Calendar Year the project manager shall prepare and submit a planned outage schedule for the SFPP Project for approval to the Facilities Committee.

Changes or modifications made to the planned outage schedule during the course of the Calendar Year shall be subsequently reported to the Facilities Committee and each Project Participant in a timely manner, and with as much advanced notice as reasonably possible. Changes or modifications made to the planned outage schedule during the course of the Calendar Year shall be evaluated to determine if such changes or 7 AMENDED AND RESTATED FACILITIES AGREEMENT
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modification may be in conflict with RA that has been committed by a Project Participant from the SFPP Project, if any. If a conflict is identified, NCPA shall review the identified conflict with the Facilities Committee and/or each Project Participant, as time may permit, to discuss options that may be available to enable discretionary maintenance to be performed in accordance with Good Utility Practices, but that also strives to minimize Project Participant risk associated with the identified RA conflict.

NCPA shall provide outage coordination services to track and report planned and unplanned outages pursuant to the Amended and Restated Scheduling Coordination Program Agreement.

Each Project Participant has a right to use its Project Participation Percentage share of Project Capacity as RA, if any. In accordance with the CAISO Tariff, if RA is committed from a Resource Adequacy Resource for a period of time that is in conflict with a requested Maintenance Outage, the CAISO may require the facility to supply RA Substitute Capacity prior to CAISO approving the requested Maintenance Outages. If the facility that has been committed as a Resource Adequacy Resource fails to supply RA Substitute Capacity, as may be requested by the CAISO, the CAISO reserves the right to deny the requested Maintenance Outage.

To ensure NCPA, acting as project manager, is able to provide outage coordination services for the SFPP Project in accordance with Good Utility Practices, NCPA shall be authorized to procure RA Substitution Capacity on behalf of a Project 8 AMENDED AND RESTATED FACILITIES AGREEMENT
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Participant if a Project Participant has committed all, or a portion, of its Project Participation Share of Project Capacity as RA during a time period that is in conflict with a requested Maintenance Outage, subject to the following conditions:
(a) As set forth in this Section 4.5, NCPA shall distribute a report to the Project Participants identifying any conflicts that are due to the SFPP Project being claimed by a Project Participant as RA during a period of time that is in conflict with a requested Maintenance Outage;
(b) Within 30 calendar days from the date the report is delivered to the Project Participants, a Project Participant may elect to supply RA Substitute Capacity to NCPA to substitute for its share, or a portion thereof, of Project Capacity the Project Participant has committed as RA that is in conflict with the requested Maintenance Outage1; provided, however, if the period of time available for NCPA to supply RA Substitute Capacity to CAISO, as set forth in the CAISO Tariff, does not allow sufficient time for a Project Participant to supply RA Substitute Capacity within 30 calendar days from the date of the report, NCPA will include a deadline in the report by

1 A Project Participant may request that NCPA assist with acquisition of RA Substitute Capacity, pursuant to any rights and obligations set forth in other program agreements (e.g., Amended and Restated Market Purchase Program Agreement).
9 AMENDED AND RESTATED FACILITIES AGREEMENT
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which a Project Participant may supply RA Substitute Capacity (the “Replacement Period”);
(c) After the Replacement Period, NCPA shall be authorized to seek to procure RA Substitute Capacity on behalf of a Project Participant, for the portion of Project Capacity that has been claimed by a Project Participant as RA that is in conflict with a requested Maintenance Outage, less the amount of RA Substitute Capacity that has been supplied to NCPA by Project Participants, if any, during the Replacement Period; and
(d) Project Costs incurred by NCPA for purchasing RA Substitute Capacity shall be allocated to Project Participants in proportion to the amount of Project Capacity that is committed by a Project Participant as RA, adjusted for the amount of RA Substitute Capacity that was supplied to NCPA by a Project Participant during the Replacement Period.

Report and Recommendations 6.3
Reviewed and Approved
City Manager

AGENDA ITEM
City Council
TO: Mayor and City Council Members
FROM: Jessaca Lugo, City Manager
DATE: March 15, 2022
SUBJECT: 2021 General Plan Annual and 2021 Housing Element Annual Progress Report (APRs)
FILE NO.: P-110-341-660
RECOMMENDATION:

Staff and the Planning Commission recommend the City Council direct the submittal of the 2021 General Plan and Housing Element Annual Progress Reports (APRs) to the State Department of Housing and Community Development (HCD) and the Governor's Office of Planning and Research (OPR).

BACKGROUND
The City of Shasta Lake General Plan is a long-range planning program that guides the orderly growth and development of the Shasta Lake planning area. The General Plan reflects the City's vision for its future and establishes a policy framework to govern decision-making concerning the physical development of the community. It also provides direction to ensure that the community will be supported by an adequate range of public services and infrastructure systems as it grows.

Annual Progress Reports (APRs) provide information regarding the status of implementation of the General Plan and the Housing Element. The Reports are strictly reporting documents, and do not create or modify any City of Shasta Lake goals or policies found within the General Plan or Housing Element. Government Code Section 65400 mandates that non-charter cities and all 58 counties submit Annual Progress Report (APR) on the status and implementation of their General Plan, including the Housing Element.

Following Planning Commission recommendation, the APRs are presented to the City Council for review and acceptance. The Planning Commission considered the APRs at their March 3, 2022, meeting and recommended filing of the reports with the State. The information contained in the attached reports reflect the City's ongoing and successful efforts to achieve General Plan and Housing Element implementation.

FISCAL IMPACT
No Fiscal Impact

ATTACHMENTS
Resolution CC-2022-XX
2021 General Plan Annual Progress Report 2021 Housing Element Annual Progress Report

DISTRIBUTION
City Council
RESOLUTION CC-2022-XX
A SHASTA LAKE CITY COUNCIL RESOLUTION VERIFYING REVIEW OF THE 2021

ANNUAL GENERAL PLAN AND HOUSING ELEMENT PROGRESS REPORTS AND

DIRECTING SUBMISSION TO THE CALIFORNIA DEPARTMENT OF HOUSING AND

COMMUNITY DEVELOPMENT (HCD) AND THE CALIFORNIA DEPARTMENT OF

PLANNING AND RESEARCH (OPR)
WHEREAS the Shasta Lake Development Services Department is required by the California Government Code 65400 to prepare an annual progress report on the General Plan and Housing Element implementation using forms provided by HCD; and WHEREAS the Shasta Lake Planning Commission reviewed the 2021 Annual General Plan andHousing Element Progress Report, which covers calendar year 2021, at its March 3, 2022, meeting and directed staff to forward the report to City Council as in compliance with the Government Code; and
WHEREAS the Shasta Lake City Council is required by California Government Code 65400(a)(2) to consider the Annual General Plan and Housing Element Progress Reports (Exhibit A) at a public meeting, and this was done at the March 15, 2022, City Council meeting.

NOW, THEREFORE, BE IT RESOLVED that the City Council of Shasta Lake has hereby reviewed, and approved, the 2021 Annual General Plan and Housing Element Progress Reports and directs staff to submit the reports to HCD and OPR.

PASSED, APPROVED, AND ADOPTED this 15th day of March 2022, by the following vote:

AYES:

NOES:

ABSENT:

RICK KERN, Mayor
ATTEST:

TONI M. COATES, CMC
City Clerk
Exhibit A - Annual General Plan and Housing Element Progress Reports

CITY OF SHASTA LAKE
GENERAL PLAN and HOUSING ELEMENT

ANNUAL PROGRESS REPORT
Year 2021
Prepared by

CITY OF SHASTA LAKE

DEVELOPMENT SERVICES DEPARTMENT
MARCH 3, 2022
2021 SB 341 Annual Report
2021 General Plan and Housing Element Annual Progress Report 2021 ANNUAL PROGRESS REPORTS (APRs) FOR THE GENERAL PLAN Government Code Section 65400 and 65700 mandates that all cities submit an annual report on the status of the General Plan and progress in its implementation to their legislative bodies, the Governor’s Office of Planning and Research (OPR) and the Housing and Community Development (HCD) by April 1 of each year.

The General Plan APR provides information regarding the past year’s implementation of the General Plan. APRs also inform the public of the progress in meeting the community’s long-range community development goals. This APR provides information for decision makers to assess how the General Plan was implemented during the most recent 12-month calendar year reporting period. The information that follows is intended to provide only the most significant information on implementation during the reporting period. Information on overall development activity, including number of building permits issued and land use entitlements, can be obtained directly from the City’s Development Services Department.
2021 HOUSING ELEMENT ANNUAL PERFORMANCE REPORT
State law requires that all General Plans include a Housing Element which provides a plan for accommodating future housing production needs. The 2020-2028 Housing Element Update has been completed and certified by the California Department of Housing and Community Development. State law further requires that all cities and counties create an annual progress report that describes the community’s progress toward implementing the Housing Element. The Housing Element APR must cover the previous calendar year, and must be delivered to HCD by April 1 of each year and must. The Housing APR must be submitted electronically to HCD, utilizing a format and methodology prescribed by the state. The Housing APR is an attachment to this report.
2020-2040 COMPREHENSIVE GENERAL PLAN UPDATE - STATUS
The City of Shasta Lake is currently working on a comprehensive update to its General Plan, first adopted in 1999 following City incorporation. The General Plan Update will help shape Shasta Lakes’ growth and change through the year 2040. The City is making a substantial effort to ensure the update process is open and accessible to everyone, and much of the Update information, including all draft Elements, is available online for public review and comment.

As of December 2021, all draft Elements have been approved by the City Council for public release. The draft Elements that have been completed for public release are listed below.

The City expects to adopt the Updated General Plan in 2022, following completion and circulation of the Environmental Impact Report, which is in production at the time of this APR preparation.
• Land Use Element. The Land Use Element sets forth specific goals, policies, and implementation measures which will shape future physical development, community design, and quality of life in the City through 2040. The Land Use Element and the Land Use and Circulation diagrams identify the proposed location, distribution, and extent of land uses.
• Conservation Element. The Conservation Element contains policies intended to guide the conservation of the natural resources that are fundamental components of Shasta Lake’s environment. These resources help define the City’s identity, and are relied upon for continued economic prosperity. Over the 2021 SB 341 Annual Report
2021 General Plan and Housing Element Annual Progress Report long term, conservation is the most cost-effective strategy to ensure a reliable supply of resources needed now and in the future for the benefit of the community.
• Open Space Element. The Open Space Element implements a community vision that will protect, enhance, and manage the City’s open space resources, including parks. Open space is defined as any parcel or area of land or water that is unimproved and devoted to open-space use. (Cal. Gov. Code § 65560(b)). The General Plan Vision Statement recognizes that parks and recreational amenities are critical to creating a high quality of life for all citizens.

Residents also recognize that scenic foothill views and water features are character-defining attributes of the City and provide the visual backdrop for the community. This Element identifies recreational amenities, trail and open space connectivity, and park facilities as key opportunities for the City to enhance community character.
• Circulation Element. The Circulation Element of the General Plan Update reflects a strategy to address all infrastructure needs that are necessary for the circulation of people, goods, energy, water, sewage, storm drainage, and communications. This element supports the need to provide efficient and reliable services and infrastructure with the overall vision of maintaining Shasta Lake as a safe, vibrant community with a small-town feel, walkable neighborhoods and strong employment opportunities.
• Public Safety and Community Health Element (PS&CH). General plans must include a safety element that covers public safety and community protection from risks associated with natural and man-made hazards. The 2021 Local Hazard Mitigation Plan is a major part of the General Plan PS&CH Element.

Both the Local Hazard Mitigation Plan (HMP) and the draft Element discuss specific natural hazards with a high likelihood of occurrence or a high potential severity that could affect the community. For this reason, the most recent HMP is incorporated by reference as part of the Public Safety and Community Health Element. Significant topics addressed in the draft Element include:
1) Public Safety and Emergency Response.
2) Natural Hazards.
3) Community Health and Wellness.
4) Noise
5) Air Quality
6) Hazardous Materials and Waste Management
Noise: In this General Plan Update, noise is addressed under the Environmental Quality section (Section 7.5) of the PS&CH. The Element contains community noise information that identifies and appraises community noise issues from sources such as high-volume roadways and incompatible land uses. Consistent with state law, policies in the Element provide long-term direction on how noise impacts will be addressed as the community develops.

Air Quality: Air quality must be addressed in the General Plan as well, and air quality information and policies are also included in the Environmental Quality section of the PS&CH Element. The state required Community Climate Vulnerability Assessment is included as an appendix to the Element. Air quality, including climate change, is addressed under the Environmental Quality section (Section 7.5) of the PS&CH as well.
2021 SB 341 Annual Report
2021 General Plan and Housing Element Annual Progress Report Although community health is not a state-mandated general plan topic, addressing community health and wellness issues was identified as a major priority for the community during the Plan visioning process. 1999-2021 GENERAL PLAN STATUS
On June 15, 1999, the City of Shasta Lake City Council adopted the current Shasta Lake General Plan. Each element of the current City of Shasta Lake General Plan is in compliance with the guidelines for the content of local general plans issued by the Governor’s Office of Planning and Research. During 2021, one amendment was made to the General Plan (See below). Information on significant actions related to each of the adopted elements is provided in the following sections.

LAND USE ELEMENT
The Land Use Element and Diagram were adopted in 1999, and have been amended several times since. The primary purpose of the Land Use Element is to guide the future physical development of the City. No amendments were made in 2021 to the current General Plan. Significant implementation actions in 2021 included the following:

Date Project
1/5/21 Approval of Windsor Estates Phase 3 Residential Development – General Plan Amendment GPA 19-01 (Land Use Map designation change, Policy LU-x modification); Rezone Z 19-07 (approval of Windsor Phase 3 PD, Amendment to Zone Map, and amendment to Shasta Lake Municipal Code Title 17 (Zoning) to add Section 17.67.070 – Adopted Planned Developments; and Tentative Subdivision Map SD 19-01. The Project includes a General Plan amendment from Industrial Light (IL) to Suburban Residential (SR) The Tentative Subdivision Map includes subdivision of ±52 acres of undeveloped land (gross) into 80 lots to construct single-family dwellings and associated accessory structures.
4/6/21 Adoption of an ordinance approving Municipal Code amendment and ReZone Z-21-01 – Amendment to Chapter 17.10 – Cannabis Business Land Use, Chapter 05.05- Regulation of Commercial Cannabis Activities, ReZone of noted parcels from Community Commercial with Design Review (C2-DR) and Commercial – Light Industrial (CM) to Commercial – Light Industrial with Design Review (CM-DR)
11/17/21 Planning Commission authorization for circulation of the draft Public Safety and Community Health Element of the 2021-2040 General Plan Update. 8/17/21 Adoption of an ordinance approving various amendments to the City of Shasta Lake Municipal Code. The amendments address temporary and permanent uses of shipping containers/storage structures. Revisions were made to Chapters 17.84, “General Development Standards” and Chapter

17.88 “Special Uses” of the City of Shasta Lake Municipal Code (SLMC).

CIRCULATION ELEMENT
The Circulation Element was adopted in 1999. The purpose of the Circulation Element is to plan for and facilitate efficient circulation of pedestrians, bicyclist, and vehicles throughout the community, with minimal traffic impacts and delays. No amendments were made in 2021 to the Circulation Element. Significant implementation actions included the following:
2021 SB 341 Annual Report
2021 General Plan and Housing Element Annual Progress Report

OPEN SPACE ELEMENT
The purpose of the Open Space Element is to focus on City goals to maintain and expand recreational opportunities and to protect environmental quality. No amendments or significant new implementation actions were undertaken in 2021.

Date Project
2021 None

CONSERVATION ELEMENT
The purpose of the Conservation Element is to foster community efforts that embrace and protect the City of Shasta Lake’s natural resource assets including open spaces, creeks and watersheds, wildlife resources and urban forests. No amendments were made in 2021.

Conservation Element polices were applied on a regular basis at the permit level during the review of development projects. Significant implementation actions in 2021 included the following:

Date Project
6/16/21 2020 Urban Water Management Plan Update adoption. The Urban Water Management Planning Act (UWMPA) (California Water Code Sections 10610 – 10656) requires urban water suppliers to prepare and adopt an Urban Water Management Plan every five years. The UWMP is intended to support long-range planning and ensure adequate water supplies to meet existing and future water demands. Every urban water supplier that either provides over 3,000-acre feet (AF) of water annually or serves more than 3,000 connections is required to assess the reliability of its water sources over a 20-year planning horizon for normal, dry and multiple dry years.

Date Project
1/19/21 Adoption of the Local Road Safety Plan. The LRSP provides the City with a framework to identify and address unique roadway safety problems, needs, safety concerns. Preparing the LRSP facilitated the development of local agency partnerships and collaboration, resulting in a prioritized list of improvements and actions that demonstrate defined roadway safety improvement need(s). Having a completed LRSP ensures the City is eligible for future Highway Safety Improvement Program (HSIP) funding. 3/16/21 Approval of 2021 Street Improvements Projects. $600,000 was allocated through the Street Improvements Project to improve the pavement condition and striping on Lake Boulevard and Hill Boulevard in the city. 5/18/21 City Council adoption of 2021-2022 SB1 Project List. For the 2021-2022 FY, the City is scheduled to receive approximately $200,822 in SB1 RMRA funding. The project list includes the following projects:

Pine Grove Area Street Improvements 2022 and Moody Creek Bridge Replacement Project
2021 SB 341 Annual Report
2021 General Plan and Housing Element Annual Progress Report

PUBLIC HEALTH AND SAFETY ELEMENT
The Public Health and Safety Element was adopted in 1999. The purpose of the Public Health and Safety Element is to ensure low crime rates and safe neighborhoods, so people continue to choose to live and raise their families in Shasta Lake. No amendments were made in 2021. Significant implementation actions in 2021 included the following:

Date Project
2/16/21 Approval of the Second Annual Wildfire Mitigation Plan for 2021. The City’s annual Wildfire Mitigation Plan (WMP) is intended to minimize the risk of catastrophic wildfire caused by the City’s overhead electric assets through the identification of necessary risk management or mitigation measures. 4/6/21 Adoption of a resolution Authorizing City Manager to Execute Grant Documents and any subsequent agreements for the State of California Department of Forestry (CAL FIRE) Fire Prevention Grants Program. CAL FIRE’s Fire Prevention Grants Program provides funding for local projects and activities that address the risk of wildfire, reduce wildfire potential, and increase community resiliency. Most of the City is located in a “Very High Hazard Severity Zone.” With each fuel reduction project, the City undertakes, the community moves in the right direction to reduce wildfire potential.

Funded activities include hazardous fuel reduction, fire prevention planning, and fire prevention education with an emphasis on improving public health and safety while reducing greenhouse gas emissions. The City of Shasta Lake has been successful in two previous CCI awards. The City received $59,994 (2018 allocation) and $180,000 (2020 allocation). 12/7/21 City Council authorization for submittal of the draft 2021 Local Hazard Mitigation Plan Update to the California Office of Emergency Services and FEMA for review.

HOUSING ELEMENT
The Housing Element is the city's framework for housing goals and policies and helps guide designs that will facilitate the creation and preservation of housing in the city. State law requires every city and county to adopt a Housing Element as part of its General Plan. The law recognizes that for the private sector to address housing needs and demand, local governments must adopt land use plans and regulatory schemes that provide opportunities for housing development. The City’s Housing Element was first adopted in 1999, and has been updated on several occasions. The 5th Cycle Housing Element covered the planning period from January 1, 2014, through June 30, 2019.
2021-2028 6th Cycle Housing Element Update
The 2021-2028 Housing Element Update was approved by the City of Shasta Lake Planning Commission on 07/23/2020 and City Council on 08/04/2020, and has been certified by the state.

The 6th Cycle Housing Element includes seven goal statements. Under each statement, the Element sets out policies that amplify with additional detail each goal. Implementation programs are listed at the end of the corresponding group of policies and briefly describe the proposed action, the City department with primary responsibility for conducting the program, the funding source, and the time frame for accomplishing the program. Significant implementation actions in 2021 included the following:
2021 SB 341 Annual Report
2021 General Plan and Housing Element Annual Progress Report Date Housing Projects
3/16/21 Adoption of a resolution verifying the review of the 2020 Annual General Plan and Housing Element Progress Report for submission to the California Department of Housing and Community Development (HCD) and the California Department of Planning and Research (OPR).
5/18/21 Adoption of a resolution authorizing application for the Affordable Housing and Sustainable Communities Program grant for the “Shasta Lake Downtown Revitalization Project.” Project Summary: Affordable Housing Development (AHD) / Housing Related Infrastructure (HRI). Construct fortyeight all affordable units and one manager unit with 1-, 2- & 3-bedroom units, along Shasta Dam Blvd and Median Ave., including energy efficiency and solar systems to reduce energy use. • Housing will be Net Zero Energy • Will be a mixed-use development with 6,000 to 10,000 sf of residential retail space. • provides urban green space including lighting, walking trails, sitting areas and landscaping. • Improves city-owned alleyway for access. • Construct parking with some shaded with solar panels.
11/2/21 Adoption of a resolution authorizing an application for grant funding to State of California Department of Housing and Community Development Cal HOME Program in the amount of $650,000 for FTHB Mortgage Assistance ($400,000) and Housing Rehabilitation Assistance Program ($250,000). Cal Home grants funding to local public agencies and nonprofit developers to assist individual first-time homebuyers through deferred-payment loans for down payment assistance, home rehabilitation, including manufactured homes not on permanent foundations, acquisition and rehabilitation, homebuyer counseling, self-help mortgage assistance, or technical assistance for self-help homeownership. All funds provided to individual homeowners from these funds are in the form of loans.
12/7/21 Adoption of a resolution approving the submission of the PLHA Plan to the State of California Department of Housing and Community Development, thereby concluding the PLHA grant application process.

Approval of this item allowed the City to access approximately $613,366 over a five-year period, to be allocated towards eligible housing programs and services operated by existing City staff. The State requires the City to prepare a Five-Year Plan describing how the program funds will be allocated over the Plan timeframe to eligible activity types.

To support the goals set forth in the City’s Housing Element, including promoting construction and maintenance of quality affordable housing stock, and maintaining and rehabilitating the existing housing stock to preserve community character, the City’s Plan proposes to use funds for predevelopment, development, and rehabilitation of affordable housing that meets the needs of a growing workforce earning up to 120% of the Area Median Income. This will include a solicitation of affordable predevelopment and development projects, as well as an owner-occupied rehabilitation program.

As a non-entitlement local government for PLHA funds, the City of Shasta Lake (City) will receive an annual allocation for 2019 to 2023, pursuant to the approval of a five-year plan. The City’s allocation is $102,227 for 2019, $161,424 for 2020, and an estimated 5-year total of $613,366. This document will provide a summary of the City of Shasta Lake’s 2019-2023 application to California HCD.
2021 SB 341 Annual Report
2021 General Plan and Housing Element Annual Progress Report

NOISE ELEMENT
The Noise Element was adopted in 1999. The purpose of the Noise Element is to address concerns and impacts of noise from transportation sources and industrial and commercial activities on sensitive land uses including residences, senior care facilities, schools, day care centers and other similar uses. No amendments were made in 2021. Implementation: No major activity took place in 2021 pertaining to this General Plan Element. Noise Element polices were applied at the permit level during the review of development projects.

Date Project
2021 None
ATTACHMENT:
• 2021 Housing Element Annual Progress Report – State of California Housing and Community Development Reporting Documents

Report and Recommendations 6.4
Reviewed and Approved
City Manager

AGENDA ITEM
City Council
TO: Jessaca Lugo, City Manager
FROM: Toni M. Coates, CMC, City Clerk
DATE: March 1, 2022
SUBJECT: Certificates of Acceptance
FILE NO.: A-050-080-008
RECOMMENDATION:

Staff recommends City Council adopt the attached Resolution authorizing the City Manager to accept real property.

BACKGROUND:

John Kenny has issued a Memorandum (attached) regarding Certificates of Acceptance for Real Property. While the City Manager is the City’s authorized signatory (or City Manager’s Designee) by the following Municipal Code Section:

Title 2 (Administration and Personnel) Chapter 2.08 (City Manager) Section 2.08.050(Powers and Duties) Subsection O as listed below:

O. Authorized Signatory. The city manager or city manager's designee has the authority to execute documents on behalf of the city, including warrants, written contracts, amendments, deeds, conveyances and documents requiring the city seal.

The Code does not list Certificates of Acceptance for Real Property specifically, therefore a separate Blanket Resolution for all Certificates of Acceptance should be adopted and can be referenced in each Certificate of Acceptance.

FISCAL IMPACTS:

No fiscal impacts would occur as a result of this action.

ATTACHMENTS:

Proposed Resolution
DISTRIBUTION:

City Council
RESOLUTION NO. CC-2022-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SHASTA LAKE

AUTHORIZING THE CITY MANAGER TO ACCEPT REAL PROPERTY
(GOV. CODE § 27281)
WHEREAS, the County Recorder may not accept for recording any interest in or easement upon real estate to a City without the consent of the City evidenced by a Certificate or Resolution of Acceptance attached to or printed on the deed or grant; and WHEREAS, the City may authorize one or more officers or agents to consent to a deed or grant; and
WHEREAS, the City Council wishes to authorize the City Manager or their designee to consent to deeds or grants of interest in real property or easements upon real property.

NOW, THEREFORE BE IT RESOLVED, that the City Manager or the City Manager's designee is authorized to accept, on behalf of the City of Shasta Lake, the City's interest in real property or easements upon real estate.

PASSED and ADOPTED this 15th day of March, 2022 by the following vote.

AYES: ______
NOES: ______
ABSENT: ______
ABSTAIN: ______

CITY OF SHASTA LAKE
____________________________
RICK KERN, Mayor
ATTEST:
_____________________________
TONI M. COATES, CMC
City Clerk

ATTORNEYS

JOHN SULLIVAN KENNY

JONZ NORINE
LINDA R. SCHAAP
MARGARET "PEGGY" A. BURTON*
*Also admitted in Nevada

KENNY & NORINE A LAW CORPORATION
1923 COURT STREET
REDDING, CA 96001
T: 530-244-7777
F: 530-246-2836
www.lawnorcal.com

LEGAL ASSISTANTS
TAMARA F. WARREN
MARAH S. WOODWARD
BARBARA A. MARCH

LACEY HART

MEMORANDUM
TO: Jessaca Lugo, City Manager, City of Shasta Lake
FROM: John Sullivan Kenny, City Attorney
DATE: February 11, 2022
RE: Accepting Interest in Real Property

The County Recorder may not record a deed that conveys a real property interest to the City without the deed being accompanied by a Certificate of Acceptance. A Certificate of Acceptance is a document acknowledging that the City accepts the property interest.

This can be done by a resolution of the City Council accepting each deed or by an acceptance signed by a City official authorized to do so by a resolution of the City Council.

The issue of accepting property is not uncommon and usually arises in land use or development matters where the City requires easements for roads, utilities and the like. It is not an efficient practice to require a separate resolution (which requires a staff report; lead time for the Council agenda and time at the Council meeting) for the acceptance of each deed. It is common practice for cities to delegate to City Officers the authority to execute Certificates of Acceptance.

Attached is a Resolution accomplishing this purpose and a form Certificate of Acceptance. The resolution number could be included on the printed form to avoid the need to search each time a certificate is needed.
#2497
4892-3337-3710, v. 1

CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by deed dated ____________ from Grantors _________________________, APN or address:_________________________ to the City of Shasta Lake, a municipal corporation is hereby accepted by the undersigned officer or agent on behalf of the City of Shasta Lake pursuant to the authority conferred by Resolution No. __________________________ of the City Council adopted on ______________________ and grantee consents to recordation thereof by its duly authorized official.

Date: _______________ ____________________________________ JESSACA LUGO, City Manager
Report and Recommendations 6.5
Reviewed and Approved
City Manager

AGENDA ITEM
City Council Meeting
TO: City Council
FROM: Jessaca Lugo, City Manager
DATE: March 15, 2022
SUBJECT: Property Purchase 064-440-029 (3570 Iron Court), 064-440-008, 064- 440-009 - Update and Supplemental Appropriation
FILE NO.: New
RECOMMENDATION:

Staff recommends the City Council receive an update on authorized property purchase of 064- 440-029 (3570 Iron Court), 064-440-008, 064-440-009 and approve a supplemental budget appropriation in the amount of $2,350,000.

BACKGROUND:

On February 1, 2022, City Council directed the City Manager to proceed with negotiations for the property located at APNs: 064-440-029 (3570 Iron Court), 064-440-008, and 064-440-009. The said property was listed for sale on the Multiple Listing Service (MLS) and has been listed for over a year. Staff provided an update to City Council on the status of negotiations on February 15th and received further direction. The City Manager received an accepted offer in the amount of $2,350,000 for all three parcels on February 16th. The City completed their inspections and due diligence on Wednesday 3/2/2022; removing all contingencies. Escrow will close on or before April 4, 2022.

Please accept the following report and background for the property purchase:

Condition of Existing Electric Utility Operations Building (Corporation Yard):

The Electric Utility operations building which houses electric linemen staff and electric utility service vehicles was constructed in approximately 1987. The 38’ wide by 83’ long light-frame steel building, by all accounts, was not engineered correctly. The portion of the City’s Corporation Yard where the operations building sits is widely known to have been a dumping site prior to 1987.

Over the past several years, electric staff have noticed the building’s frame settling when adjusting the garage doors to close properly.

In March of 2021, staff met with PACE Engineering (PACE) to provide a structural engineering analysis, sub-surface investigation and a settlement investigation technical memorandum. The investigation concluded that the building is settling because of several conditions, including; soft and loose substructure fill and overstressed structural elements. Thus, the building and the ground on which it sits are both failing. City Council was presented the findings of the report at the September 7, 2021 City Council Meeting.

The executive summary and technical memorandum summarized the various structural deficiencies and causes of settlement. The existing condition of the building could pose a life safety threat when induced with additional loading (such as snow load). PACE has determined that the building in its current state is barely adequate to support its own weight, let alone the potential for additional loading due to wind, snow and earthquake.

Based on the engineering investigation and report, replacing the building will provide the best long-term solution for the Electric Utility. City Council directed staff in September 2021 to work with an engineer/architect to explore replacement and in the interim lease a portable office to house staff for a temporary electric operations center.

Determining Replacement of Building Versus Purchasing Existing Building:

The City Engineer started working with the electric department to analyze existing and future space needs. Currently, electric staff is in two separate facilities. Electric administration is located upstairs of the Warehouse co-located with Public Works staff in the lower level, and electric operations staff is in the building with structural issues. The feasibility of constructing a new building on the existing corporation yard site presents certain challenges including:
• Costs to remediate the poor soils underlying the electric operations building. • Pole deck is currently “grandfathered” in. Poles would need to stay in place or would trigger a covered storage facility.
• Underground utilities are routed throughout the Corporation Yard area, including all 12-kV distribution lines that leave the Central Valley Substation, making additional areas unbuildable (not shown on graphic).
• The area surrounding the substation would not be available for development. While there is not an active project to expand the substation, this can be expected if there is an increase in demand for electricity.
• Wynn Price baseball field is the only 60/90 public use field in the City. The baseball field is the home field for Central Valley High School and used by Little League and various private ball clubs.

Analyzing cost is a factor. For the City to construct a facility, we are required to pay prevailing wages. In comparison, when the City constructed the City Hall and Community Center Project, the cost to construct was approximately $429 sq/ft (2017). We can assume this cost is more in 2022. The City began working with PACE on site analysis, but in the meantime the City looked at existing buildings to purchase. Besides several industrial buildings available in Redding, the only facility that would meet all the existing and future space needs would be 3570 Iron Court, 064-440-008; 064-440-009. 3570 Iron Court building contains the following: First floor office:
2736 sq. ft. Second floor office/staging area: 2813 sq. ft. warehouse/manufacturing area: 5040 sq. ft. Large Fenced yard space behind building. Zoning industrial.

Staff expects minimal tenant improvements are needed to 3570 Iron Court itself. Staff may need to extend fiber optic communications to the properties to establish the same communication capabilities necessary for electric utility operations, which will likely be performed by electric department staff. Additionally, buildings would need to be constructed on the adjacent properties for vehicle storage and possible warehousing, but specifications have not been formed at this time.

Since the business vacated, the seller placed the building on the market in February 2021 listed for $2.75 million/1.7 acre vacant land for $450,000, the seller further reduced the price to $2.3 million/$450k in July 2021. The property has been listed for sale for over a year.

Staff is in the final stages of closing out the purchase of the building and vacant land. Staff requests City Council present to the public an update on the property purchase; and authorize a supplemental appropriation.

FISCAL IMPACTS:

Supplemental Appropriation - Electric Capital Reserves: $2,350,000.

ATTACHMENTS:
3570 Iron Court Listing
064-440-008 & 064-440-009 Listing
DISTRIBUTION:

City Council
City Attorney

RESOLUTION CC-2022-XX

A RESOLUTION OF THE CITY OF SHASTA LAKE APPROVING A SUPPLEMENTAL APPROPRIATION OF $2,350,000 AND AUTHORIZING THE CITY MANAGER TO COMPLETE THE NECESSARY DOCUMENTS TO PURCHASE REAL PROPERTY LOCATED AT 064-440- 029 (3570 IRON COURT), 064-440-008, AND 064-440-009
WHEREAS, The City of Shasta Lake (City) has identified property in the City limits of Shasta Lake to replace the existing electric operations facility; and WHEREAS, the purpose is to appropriate up to $2,350,000 for the purchase of real property located at 064-440-029 (3570 IRON COURT), 064-440-008, 064-440-009; and WHEREAS, this project is funded from the following capital project fund:

Expenditure Account: 520-340-6225 - $2,350,000.00
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Shasta Lake hereby:

1. Approves a supplemental appropriation in the amount of $2,350,000.00

2. Authorize the City Manager to execute all necessary documents pertaining to property purchase transaction.

PASSED, APPROVED, AND ADOPTED this 15th day of March 2022 by the following vote.

AYES:

NOES:

ABSENT:
_______________________________________
RICK KERN, Mayor
ATTEST:
___________________________________
TONI M. COATES, CMC, City Clerk
Selected
3570 Iron Ct, Shasta Lake, CA 96019
MLS #21-527
Unique opportunity to purchase and occupy existing high quality cannabis manufacturing building in Shasta Lake office: 2736 sq. ft. Second floor office/staging area: 2813 sq. ft. Warehouse/manufacturing area: 5040 sq. ft. Large space behind building. Prior occupant held Class 6 manufacturing license, open to transferring license to expedite process.

Address Information
Cross Street Shasta Gateway Drive County Shasta
Latitude 40.657163 Longitude -122.384453
Property Description
Type C Area 31 - Shasta Lake City
List Price 2,300,000 Parcel Number 064-440-007
Sq Ft - Building 10,588 GP Zone SC I - Industrial
Zoning SC - M - General Industrial District Year Built 1996 Year Built Desc 21-30 Years
Remarks
Directions North on I-5. Exit at Pine Grove. Left on Ashby, Left on Shasta Gateway Dr. Left on Iron Court. Property is on the right hand side w out front.

Contract Information
Status Active
Agent/Office Information
Listing Office HAEDRICH & CO., INC. 202500669
CalDRE: 00889269
Information is deemed to be reliable, but is not guaranteed. © 2022 MLS and FBS. Prepared by Shasta Association of REALTORS, on Tuesday, January provider.

View Checked (1)
$425,000
Shasta Gateway Dr
Shasta Lake, CA 96019
Active / 21-532
$2,300,000
3570 Iron Ct
Shasta Lake, CA 96019
Active / 21-527
1 2
Price | Status | MLS #
2 listings
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Selected
Shasta Gateway Dr, Shasta Lake, CA 96019
MLS #21-532
Opportunity to develop a property to occupy or investment property on shovel ready GREEN ZONE lots in the Ga Park of Shasta Lake City
Address Info
Cross Street Iron Court County Shasta
Latitude 40.657671 Longitude -122.385319
Property Description
Property Type Lots/Land Area 31 - Shasta Lake City
List Price 425,000 GP Zone SC I - Industrial
Zoning SC - M - General Industrial District Type Lot
Subdivision N/A Parcel Number 064-440-009 and 064-440
Acres Range 1 - 2 Acres Acres 1.79
Remarks
Directions I-5 exit at Pine Grove heading West. Turn left on Ashby. Left on Shasta Gateway Dr. Left on Iron Court. Property will be on the Sou Shasta Gateway and Iron Court intersection.

Contract Information
Days On Market 352 Status Active
Agent/Office Information
Listing Office HAEDRICH & CO., INC. 202500669
CalDRE: 00889269
Information is deemed to be reliable, but is not guaranteed. © 2022 MLS and FBS. Prepared by Shasta Association of REALTORS, on Tuesday, January provider.

View Checked (0)
$425,000
Shasta Gateway Dr
Shasta Lake, CA 96019
Active / 21-532
$2,300,000
3570 Iron Ct
Shasta Lake, CA 96019
Active / 21-527
1 2
Price | Status | MLS #
2 listings
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