Section 2.11 of the WWA is a representation and does not create a conditional obligation that undermines Natomas’ firm obligation to deliver to Golden State the amounts of surface water set forth in the WWA to the Settlement Agreement. We therefore conclude that DRA’s interpretation of Section 2.11 is not reasonable based on the language of the provision or any other facts in the record. Another term DRA objects to is Section 2.10 of the WWA. DRA contends that, Section 2.10 of the WWA, the “No Public Use Clause,” “would insulate Natomas from the responsibility of water supply interruptions and would allow it to terminate the agreement.” The Joint Parties and Golden State contend DRA’s argument is flawed because DRA has misinterpreted Section 2.10. Section 2.10 states: The Parties acknowledge and agree that Natomas is willing to supply water to [Golden State] as a corporation on a wholesale basis and not to [Golden State’s] customers other than as the water may be supplied by [Golden State] to its customers’ through [Golden State’s] own distribution system and under its own exclusive control, and that Natomas does not hereby dedicate its water supplies to public use. On this issue, the Golden State’s witness testified, “[n]othing about [Section 2.10 of the WWA] ‘insulates Natomas’ from failing to fulfill its contractual obligations under the WWA or allows Natomas to terminate the agreement; in either case it would be in breach and subject to paying damages.” The Golden State’s witness explained that (i) this language “is based on a similar clause that was approved by the California Supreme Court in Marin Water and Power Co. v. Town of Sausalito, 168 Cal. 587 (1914), as one factor in determining that the selling entity was not a public utility,” and (ii) “numerous other Commission-approved contracts include similar provisions, including SCE’s 2011 Pro Forma Renewable Power Purchase and Sale Agreement (see Section 10.12 “Nondedication”), and PG&E’s 2011 Renewable Portfolio
Section 2.11 of the WWA is a representation and does not create a conditional obligation that undermines Natomas’ firm obligation to deliver to Golden State the amounts of surface water set forth in the WWA to the Settlement Agreement. We therefore conclude that DRA’s interpretation of Section 2.11 is not reasonable based on the language of the provision or any other facts in the record. Another term DRA objects to is Section 2.10 of the WWA. DRA contends that, Section 2.10 of the WWA, the “No Public Use Clause,” “would insulate Natomas from the responsibility of water supply interruptions and would allow it to terminate the agreement.” The Joint Parties and Golden State contend DRA’s argument is flawed because DRA has misinterpreted Section 2.10. Section 2.10 states: The Parties acknowledge and agree that Natomas is willing to supply water to [Golden State] as a corporation on a wholesale basis and not to [Golden State’s] customers other than as the water may be supplied by [Golden State] to its customers’ through [Golden State’s] own distribution system and under its own exclusive control, and that Natomas does not hereby dedicate its water supplies to public use. On this issue, the Golden State’s witness testified, “[n]othing about [Section 2.10 of the WWA] ‘insulates Natomas’ from failing to fulfill its contractual obligations under the WWA or allows Natomas to terminate the agreement; in either case it would be in breach and subject to paying damages.” The Golden State’s witness explained that (i) this language “is based on a similar clause that was approved by the California Supreme Court in Marin Water and Power Co. v. Town of Sausalito, 168 Cal. 587 (1914), as one factor in determining that the selling entity was not a public utility,” and (ii) “numerous other Commission-approved contracts include similar provisions, including SCE’s 2011 Pro Forma Renewable Power Purchase and Sale Agreement (see Section 10.12 “Nondedication”), and PG&E’s 2011 Renewable Portfolio
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