Brad Wetstone. Girish Balachandran General Manager

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1 AGENDA ITEM NO: 3.F.1 MEETING DATE: 08/16/2010 ADMINISTRATIVE REPORT NO.: To: Honorable Public Utilities Board Submitted by: /s/ Alan Hanger Sr. Energy Resources Analyst From: Brad Wetstone Sr. Energy Resources Analyst Approved by: /s/ Girish Balachandran General Manager Subject: Approve First Amendment to Agreement for Construction, Operation and Financing of Combustion Turbine Project Number One and Approve the Quitclaim Deed Form for the Roseville Combustion Turbine Units RECOMMENDATION By resolution, (1) approve First Amendment to Agreement for Construction, Operation and Financing of Combustion Turbine Project Number One (CT1 Third Phase Agreement) between the Northern California Power Agency (NCPA) and the Cities of Alameda, Biggs, Gridley, Healdsburg, Lodi, Lompoc, Roseville, Santa Clara, Ukiah and Plumas-Sierra; (2) approve the Quitclaim Deed Form for the two Roseville Combustion Turbine units; and (3) recommend City Council ratification of the Public Utilities Board s (Board) action and, subject to the Council s ratification, authorize execution of the First Amendment to the CT1 Third Phase Agreement by the General Manager and recommend execution of the Quitclaim Deed Form by the Mayor. BACKGROUND This agenda item represents the final step for transferring ownership of two NCPA electricity generating units to the City of Roseville. As more fully described below, this transfer of ownership process was set in motion nearly three years ago with Alameda s formal consent. NCPA owns and operates five simple-cycle combustion turbine electricity generating units: two in Alameda, two in Roseville, and one in Lodi, each with a capacity of approximately 24.5 megawatts (MW). Together, these units constitute the NCPA Combustion Turbine Project Number One (CT1). Alameda Municipal Power (AMP) is a % participant in the CT1 project, which means that it has rights to and receives its share of the output of the generating units. The 123 MW project came online in and AMP s share of the project is MW. In 2005, the City of Roseville joined the Sacramento Municipal Utility District (SMUD)/Western Area Power Administration (Western) electric control area, and the two combustion turbine units located in Roseville became subject to the SMUD/Western electric system operating rules.

2 AGENDA ITEM NO: 3.F.2 MEETING DATE: 08/16/2010 ADMINISTRATIVE REPORT NO.: These rules are different than the rules applicable to the remaining three CT1 units located in Alameda and Lodi, which continue to be subject to the electric system operating rules of the California Independent System Operator (CAISO). Due to this difference in operating rules, the two Roseville generating units no longer provide maximum value to the owners whose service areas reside in the CAISO control area. Likewise, the Alameda and Lodi generating units no longer provide maximum value to the City of Roseville whose service territory is located in the SMUD/Western control area. This misalignment between ownership shares and project value led to an opportunity to realign ownership in the individual units for the mutual benefit of all project owners. In addition to a realignment of ownership percentages, the City of Lodi elected to sell its share of the CT1 project to the City of Roseville. In 2007, NCPA staff developed a transaction process whereby the City of Roseville is to obtain full ownership of the two Roseville generating units in two phases. Phase I involves an interim sale during the remaining life of the CT1 bonds, which are scheduled to be retired in August During Phase II, a long-term transfer of ownership is achieved by an amendment to the CT1 Third Phase Agreement. The two-phase process is detailed in the Agreement for Layoff and Sale of Project Entitlement Percentage Relating to the Combustion Turbine Project Number One (Layoff and Sale Agreement). The Layoff and Sale Agreement was approved by the Board at its September 17, 2007 public meeting and subsequently approved by the Alameda City Council on September 18, Phase I of the transfer process was initiated in 2007 upon execution of the Layoff and Sale Agreement. Phase II is triggered when the outstanding bonds sold for the project are retired on August 16, To complete Phase II and finalize the transfer of the two Roseville units to the City of Roseville, the First Amendment to the CT1 Third Phase Agreement will need to be approved by the local governing board s of each of the CT1 project owners. The First Amendment to the CT1 Third Phase Agreement is included as Exhibit B. Additionally, as described below in the Discussion section, each project participant will need to approve and execute a Quitclaim Deed Form (Exhibit C). The NCPA Commission approved the First Amendment to the CT1 Third Phase Agreement at its July 22, 2010 meeting. DISCUSSION Approval and execution of both the First Amendment of the CT1 Third Phase Agreement and the Quitclaim Deed Form by the remaining CT 1 participants will complete the transfer of ownership of the two NCPA generating units to the City of Roseville. The net effect of the transfer will give Roseville outright ownership and title to the two Roseville units and 0.00% entitlement rights to the other three CT1 units, the ones in Alameda and Lodi. The transfer will officially remove the two Roseville units from the NCPA CT1 project definition. Going forward the CT1 project will consist of two units in Alameda and one unit in Lodi, with a combined generating capacity of 74 MW.

3 AGENDA ITEM NO: 3.F.3 MEETING DATE: 08/16/2010 ADMINISTRATIVE REPORT NO.: With the removal of the two Roseville units from CT1, AMP s percentage share of the Alameda and Lodi units will increase from % to %. Although AMP s project percentage share increases, its resulting generating capacity entitlement remains constant at MW. This is because under the new arrangement, the CT1 project capacity decreases from approximately 123 MW (with five units) to 74 MW (with three units). To conclude the transfer process, the following actions need to be undertaken: 1. Each remaining CT1 participant needs to approve the First Amendment to the CT1 Third Phase Agreement; 2. Each remaining CT1 participant needs to sign a Quitclaim Deed Form for the two Roseville units to the City of Roseville; 3. The cities of Biggs and Gridley (although not the original project participants, but who each have received energy from the Roseville plants through a separate provision of the Layoff Agreement) also must execute a similar quitclaim to Roseville of their interest in the Roseville plant energy; 4. The City of Roseville needs to sign a Quitclaim Deed Form for the two Alameda units and the Lodi unit (Exhibit D); and 5. NCPA will need to provide the City of Roseville a Grant Deed for the two Roseville units. FINANCIAL IMPACT Going forward, the expenses associated with the CT1 project (defined as the plants in Lodi and Alameda) will be comprised of operation, maintenance, equipment replacement, and plant betterments. Such expenses will be borne by CT 1 participants based on the new entitlement percentages. Additionally, since Alameda s project entitlement will increase for the three units located in the CAISO control area, Alameda will obtain an additional 6.4 MW of local resource adequacy (RA) capacity. This incremental increase in local RA capacity is valued at approximately $172,000 annually. The increased project entitlement to the three units will also result in an increased allocation of ancillary services which have value in the CAISO s ancillary services market. LINK TO STRATEGIC PLAN AND METRICS Strategy No. 10: Manage short-term and long-term power supply reliability and cost, while maintaining a loading order of efficiency and demand response, renewable energy resources, and clean and efficient fossil generation. EXHIBITS A. Resolution B. First Amendment to Agreement for Construction, Operation and Financing of Combustion Turbine Project Number One C. Quitclaim Deed Form to be approved and signed by Alameda D. Quitclaim Deed Form to be approved and signed by Roseville

4 CITY OF ALAMEDA ALAMEDA MUNICIPAL POWER RESOLUTION NO. APPROVING FIRST AMENDMENT TO AGREEMENT FOR CONSTRUCTION, OPERATION AND FINANCING OF THE COMBUSTION TURBINE PROJECT ONE AND APPROVING QUITCLAIM DEED FORM TO ROSEVILLE WHEREAS, the City of Alameda is a participant in the Northern California Power Agency (NCPA) Combustion Turbine Project Number One (CT1), which consists of five separate generating units, each rated at approximately 24.5 MW, located in Roseville (two units), Alameda (two units) and Lodi (one unit); and WHEREAS, Alameda s participation in the CT 1 project, including its corresponding entitlements, rights and obligations, is set forth in the Agreement for Construction, Operation and Financing of Combustion Turbine Project Number One (CT1 Third Phase Agreement), dated as of July 1, 1984; and WHERES, Alameda s project entitlement percentage, as specified in the CT1 Third Phase Agreement, is %, which amounts to MW; WHEREAS, at its September 17, 2007 public meeting, the Alameda Public Utilities Board (the Board) approved the Agreement for Layoff and Sale of Project Entitlement Percentage Relating to Combustion Turbine Project Number One (Layoff and Sale Agreement) between NCPA and each of the project participants and recommended City Council ratification; and WHEREAS, at its September 18, 2007 public meeting, the Alameda City Council approved the Agreement for Layoff and Sale of Project Entitlement Percentage Relating to Combustion Turbine Project Number One (Layoff and Sale Agreement) between NCPA and each of the project participants; and WHEREAS, the Layoff and Sale Agreement provides for the transfer of full ownership of the two Roseville CT1 units, along with associated property and equipment, to the City of Roseville upon the retirement of the bonds for the project and further provides that the CT1 Third Phase Agreement shall be amended to: (i) remove Roseville as a project participant; (ii) add the City of Biggs and the City of Gridley as new project participants, and (iii) remove the two Roseville CT units from the project description; and WHEREAS, the NCPA participants in the CT1 project including Alameda deem the transfer of ownership to be mutually beneficial given that Roseville s electric load and the two Roseville CTs are located the SMUD/Western Balancing Authority Area, AGENDA ITEM NO.: 3.F MEETING DATE: 08/16/2010 EXHIBIT A Page 1 of 2

5 whereas the two Alameda CTs, the Lodi CT, and each of the other CT1 project participants are located in the control area administered by the California Independent System Operator; and WHEREAS, the bonds for the CT1 project will be retired on August 16, 2010 which triggers the need to amend the CT1 Third Phase Agreement as part of the transfer of ownership process; and WHEREAS, the NCPA Commission approved the First Amendment to the CT1 Third Phase Agreement on July 22, 2010; and WHEREAS, in order to complete the transfer, each remaining CT1 project participant will need to sign a Quitclaim Deed Form to Roseville for the two Roseville CT units, Roseville will need to sign a Quitclaim Deed Form to NCPA for the two Alameda CT units and the Lodi CT unit, and NCPA will need to provide Roseville a Grant Deed for the two Roseville units; and WHEREAS, upon completion of the transfer process, Alameda s entitlement percentage will increase from % to % though the resulting MW entitlement remains constant at MW given that the project size decreases from 123 MW to 74 MW with the removal of the two Roseville CTs; NOW, THEREFORE, BE IT RESOLVED that the Public Utilities Board of the City of Alameda hereby approves the First Amendment to the CT1 Third Phase Agreement and the Quitclaim Deed Form to Roseville, subject to City Council ratification. BE IT FURTHER RESOLVED that the Public Utilities Board of the City of Alameda recommends City Council ratification of its action and, contingent on such ratification, authorizes the execution of the First Amendment to the CT1 Third Phase Agreement by the General Manager of Alameda Municipal Power and recommends execution of the Quitclaim Deed Form to Roseville by the Mayor. Approved as to Form By: /s/ Farimah Faiz Assistant City Attorney AGENDA ITEM NO.: 3.F MEETING DATE: 08/16/2010 EXHIBIT A Page 2 of 2

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12 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO NAME MAILING ADDRESS CITY, STATE ZIP CODE City Clerk City of Roseville 311 Vernon Street Roseville, CA Exempt from recording fees pursuant to Govt. Code (SPACE ABOVE THIS LINE RESERVED FOR RECORDER S USE) QUITCLAIM DEED WHEREAS, on September 1, 2007, Northern California Power Agency, a joint powers agency of the State of California ( NCPA ), the Cities of Alameda, Healdsburg, Lodi, Lompoc, Roseville, Santa Clara, Biggs, Gridley and Ukiah, and the Plumas-Sierra Rural Electric Cooperative entered into the Agreement for Layoff and Sale of Project Entitlement Percentage Relating to Combustion Turbine Project Number One (the Agreement ); WHEREAS, under the Agreement, the parties agreed to transfer ownership of the two Roseville CT Units to the City of Roseville upon the commencement of Phase Two; WHEREAS, Phase Two has commenced and now wishes to quitclaim its interest in the Roseville CT Units to the City of Roseville. NOW, THEREFORE, FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the, does hereby remise, release, and forever quitclaim to the City of Roseville, a municipal corporation, all right, title, and interest has or may have in the real property located in the City of Roseville, County of Placer, State of California, described in Exhibit A and depicted in Exhibit B attached hereto and made a part hereof. AGENDA ITEM No.: 3.F MEETING DATE: 08/16/2010 EXHIBIT C

13 IN WITNESS WHEREOF, has executed this Quitclaim Deed as of the of, By: Mayor Attest: By: City Clerk Approved as to Form: By: City Attorney SIGNATURES MUST BE NOTARIZED

14 STATE OF CALIFORNIA ) ) ss COUNTY OF ) On before me,, a personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal)

15 EXHIBIT A LEGAL DESCRIPTION THE LAND DESCRIBED HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF PLACER, UNINCORPORATED AREA, AND IS DESCRIBED AS FOLLOWS: PARCEL ONE: ALL THAT PORTION OF THE SOUTHEAST ONE-QUARTER OF SECTION 8, TOWNSHIP 11 NORTH, RANGE 6 EAST, M.D.B.&M., DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHEASTERLY RIGHT-OF-WAY LINE OF THAT CERTAIN 75 FOOT-WIDE EASEMENT GRANTED TO PACIFIC GAS AND ELECTRIC COMPANY, RECORDED IN BOOK 738, AT PAGE 426, OFFICIAL RECORDS OF PLACER COUNTY, AND THE SOUTHERLY LINE OF THE SOUTHEAST ONE-QUARTER OF SAID SECTION 8, AS SAID SECTION LINE IS SHOWN ON THAT CERTAIN PARCEL MAP FILED IN BOOK 20 OF PARCEL MAP, AT PAGE 126, PLACER COUNTY RECORDS, SAID INTERSECTION BEARS SOUTH 89 DEGREES 28 MINUTES 12 SECONDS WEST FEET FROM THE SOUTHEASTERLY CORNER OF SAID SECTION 8; THENCE, FROM SAID POINT OF BEGINNING, ALONG THE NORTHEASTERLY RIGHT-OF-WAY LINE OF SAID PACIFIC GAS AND ELECTRIC COMPANY EASEMENT, NORTH 48 DEGREES 04 MINUTES 37 SECONDS WEST FEET; THENCE, NORTH 33 DEGREES 40 MINUTES 43 SECONDS EAST FEET; THENCE, SOUTH 48 DEGREES 04 MINUTES 37 SECONDS EAST FEET; THENCE, SOUTH 41 DEGREES 55 MINUTES 23 SECONDS WEST FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM ALL OIL, GAS, MINERALS, HYDROCARBONS AND KINDRED SUBSTANCES LYING BELOW A DEPTH OF 500 FEET, AS CONVEYED TO NATIONAL RESOURCES EQUITIES CORPORATION BY DEED RECORDED NOVEMBER 10, 1969, IN BOOK 1269 OFFICIAL RECORDS, AT PAGE 62, PLACER COUNTY RECORDS. APN: PARCEL TWO: AN EASEMENT FOR INGRESS, EGRESS AND PUBLIC UTILITIES, OVER, UNDER AND ACROSS A STRIP OF LAND THE UNIFORM WIDTH OF THIRTY (30.00) FEET, SITUATE IN SECTION 8 AND SECTION 9, TOWNSHIP 11 NORTH, RANGE 6 EAST, M.D.B.&M., THE CENTERLINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE CENTERLINE OF SUNSET BOULEVARD, A PUBLIC STREET, WITH THE WESTERLY BOUNDARY OF SUNSET BUSINESS PARK UNIT NO. 1 AS SHOWN ON THE OFFICIAL MAP THEREOF, FILED IN BOOK 9 OF PARCEL MAPS, PAGE 25, PLACER COUNTY RECORDS, SAID

16 INTERSECTION BEARS NORTH 81 DEGREES 16 MINUTES 59 SECONDS WEST FEET FROM THE INTERSECTION OF THE CENTERLINES OF DULUTH AVENUE AND SAID SUNSET BOULEVARD; THENCE, FROM SAID POINT OF BEGINNING AND ALONG THE WESTERLY EXTENSION OF THE CENTERLINE OF SAID SUNSET BOULEVARD, NORTHWESTERLY ALONG THE ARC OF A CURVE TO THE RIGHT, CONCAVE NORTHEASTERLY HAVING A RADIUS OF FEET AND BEING SUBTENDED BY A CHORD BEARING NORTH 70 DEGREES 40 MINUTES 41 SECONDS WEST FEET; THENCE, SOUTH 33 DEGREES 23 MINUTES 12 SECONDS WEST FEET TO A POINT ON THE NORTHEASTERLY LINE OF THE PARCEL OF LAND DESCRIBED HEREIN AND THE POINT OF TERMINATION OF THE EASEMENT DESCRIBED HEREIN, SAID POINT BEARS SOUTH 48 DEGREES 04 MINUTES 37 SECONDS EAST FEET FROM THE MOST NORTHERLY CORNER OF SAID PARCEL OF LAND. THE SIDELINES OF SAID STRIP OF LAND TO BE LENGTHENED OR SHORTENED TO TERMINATE IN THE NORTHEASTERLY LINE OF THE PARCEL OF LAND DESCRIBED HEREIN AND IN THE WESTERLY BOUNDARY OF SAID SUNSET BUSINESS PARK UNIT NO

17 EXHIBIT B

18 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO NAME MAILING ADDRESS CITY, STATE ZIP CODE Exempt from recording fees pursuant to Govt. Code (SPACE ABOVE THIS LINE RESERVED FOR RECORDER S USE) QUITCLAIM DEED WHEREAS, on September 1, 2007, Northern California Power Agency, a joint powers agency of the State of California ( NCPA ), the Cities of Alameda, Healdsburg, Lodi, Lompoc, Roseville, Santa Clara, Biggs, Gridley and Ukiah, and the Plumas-Sierra Rural Electric Cooperative entered into the Agreement for Layoff and Sale of Project Entitlement Percentage Relating to Combustion Turbine Project Number One (the Agreement ); WHEREAS, under the Agreement, the City of Roseville agreed to quitclaim its interest in the two Alameda CT1 Units and the Lodi CT1 Unit back to NCPA upon the commencement of Phase Two; WHEREAS, Phase Two has commenced and the City of Roseville now wishes to quitclaim its interest in the two Alameda CT1 Units and the Lodi CT1 Unit to NCPA. NOW, THEREFORE, FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the City of Roseville ( Grantor ), hereby grants to NCPA ( Grantee ), all that real property located in the City of Alameda, County of Alameda, State of California, described in Exhibit A and depicted in Exhibit B attached hereto and made a part hereof and all of that real property located in the City of Lodi, County of San Joaquin, State of California, described in Exhibit C and depicted in Exhibit D attached hereto and made a part hereof AGENDA ITEM NO.: 3.F MEETING DATE: 08/16/2010 EXHIBIT D

19 IN WITNESS WHEREOF, Grantor has executed this Quitclaim Deed as of the of, GRANTOR: City of Roseville By: Mayor Attest: By: City Clerk Approved as to Form: By: City Attorney SIGNATURES MUST BE NOTARIZED

20 STATE OF CALIFORNIA ) ) ss COUNTY OF ) On before me,, a personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal)

21 EXHIBIT A LEGAL DESCRIPTION OF ALAMEDA FACILITY The street address for the Alameda facility is 2900 Main St., Alameda, CA All that certain real property situated in the City of Alameda, County of Alameda, State of California, as described as follows: PARCEL ONE: Portion of Tract 40 as said Tract is shown on the Map of Alameda Marsh Land, filed July 30, 1900, in map Book 25 pages 74 to 78 inclusive, Alameda County Records, further described as follows: COMMENCING at a point on the western line of Tract 39, distant thereon North 0º33 53 East, 2, feet from the southwestern corner of said Tract 39; thence notherly tangent with the last named course on a curve to the right, with a radius of feet through an angle of 21º41 23, a distance of feet; and thence North 89º28 53 East feet to the actual Point of Beginning of the parcel of land herein described; thence from said actual Point of Beginning North 0º31 07 East feet; and thence South 89º28 53 West feet to the actual Point of Description. PARCEL TWO: Portion of Tract 40 as said Tract is shown on the Map of Alameda Marsh Land, filed July 30, 1900, in map Book 25 pages 74 to 78 inclusive, Alameda County Records, further described as follows: COMMENCING at a point on the western line of Tract 39, distant thereon North 0º33 53 East, 2, feet from the southwestern corner of said Tract 39; thence notherly tangent with the last named course on a curve to the right, with a radius of feet, through an angle of 32º48 41, for an arc distance of feet to the actual Point of Beginning of the parcel of land herein described; thence from said actual Point of Beginning continuing along the last named curve to the right with a radius of feet, through an angle of 2º11 45, for an arc distance of feet; thence North 89º28 53 East feet; then South 0º31 07 East feet to a point in the northerly line of Parcel 1, hereto attached; thence along said northerly line South 89º28 53 West feet; thence leaving said northerly line North 0º31 07 West feet; thence South 89º28 53 West feet to the actual Point of Beginning. PARCEL THREE:

22 Portion of Tract 40 as said Tract is shown on the Map of Alameda Marsh Land, filed July 30, 1900, in map Book 25 pages 74 to 78 inclusive, Alameda County Records, further described as follows: COMMENCING at a point on the western line of Tract 39, distant thereon North 0º33 53 East 2, feet from the southwestern corner of said Tract 39; thence northerly tangent with the last named course on a curve to the right, with a radius of feet, through an angle of 21º41 23 for an arc distance of feet to the actual Point of Beginning continuing along the last named curve to the right with a radius of , through an actual angled of 4º37 04, for an arc distance of feet; thence North 62º23 33 East feet to the northwest corner of Parcel 1, hereto attached; thence along the westerly line of said Parcel 1 South 0º31 07 East feet; thence South 89º28 53 West feet to the actual Point of Beginning. PARCEL FOUR: Portion of Tract 40 as said Tract is shown on the Map of Alameda Marsh Land, filed July 30, 1900, in map Book 25 pages 74 to 78 inclusive, Alameda County Records, further described as follows: A strip of land having a uniform width of ten feet, the easterly line of which is described as follows: BEGINNING at the northeast corner of Parcel 1, attached hereto; thence from said Point of Beginning North 0º31 07 West feet to the southerly line of the railroad right-of-way. The westerly line of said strip shall be shortened to terminate at said southerly line

23 EXHIBIT B

24 EXHIBIT C LEGAL DESCRIPTION OF LODI FACILITY The street address for the Lodi facility is 2131 West Turner Road, Lodi, CA That certain real property situated in the City of Lodi, County of San Joaquin, State of California, described as follows: PARCEL ONE: COMMENCING at the Southeast corner of Section thirty-four (34), Township four (4) North, Range six (6) East, Mount Diablo Base and Meridian; thence North 89º44 West along the South line of said Section thirty-four (34), feet; thence North 0º16 East, 27.0 feet to the Southwest corner of the City of Lodi property as described in Deed recorded in Book 3268 of Official Records, Page 143, San Joaquin county Records; thence North 89º44 West, 30.0 feet; thence North 0º01 West, feet to the True Point of Beginning; thence North 89º44 west, feet; thence North 0º16 East, feet; thence South 89º44 East, feet to a point on a curve from which the radius point bears South 63º52 07 West; thence Southerly along the curve having a radius of 348 feet, a central angle of 26º06 51, and an arc length of feet; thence South 0º01 East, 77.0 feet to the True Point of Beginning. Being Parcel A as shown on Parcel Map filed for record February 25, 1985, in Book 13 of Parcel Maps, Page 79. EXCEPT THEREFROM all oil, gas, minerals, and other hydrocarbon substances lying below a depth of 500 feet beneath the surface of said land without the right of surface entry, as reserved by General Mills, Inc., a Delaware corporation, in Deed recorded March 20, 1985, Instrument No , San Joaquin County Records. PARCEL TWO: An easement for ingress, egress, utilities and power lines being more particularly described as follows: BEGINNING at the Southwest corner of the City of Lodi property above described; thence North 0º01 West, feet to the Northwest corner of said City of Lodi property; thence Northwesterly along a curve being the Southwesterly property line of Southern Pacific Railroad Company to a point bearing South 89º44 East from the Northeast corner of Parcel one above described; thence North 89º44 West, feet to said Northeast corner; thence Southerly along the East, line of said Parcel one to the Southeast corner thereof; thence continue South 0º01 East, feet; thence South 89º44 East, 30.0 feet to the Point of Beginning

25 EXHIBIT D

26 EXHIBIT D

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