table of contents agenda 4 - scppamembers.scppa.org/weblink/0/edoc/3928/board...

Table of Contents

Agenda 4SCPPA Board Minutes

SCPPA Board Minutes 02-20-14 9Monthly Investment Report

Monthly Investment Report 01-14 13SCPPA Unaudited Financial

SCPPA Unaudited Financials 12-31-13 15Resolution 2014-018

Staff Report 2014-018 59Reso 2014-018 60

Resolution 2014-019Staff Report 2014-019 63Reso 2014-019 64









Executive Director's ReportExecutive Director's Report 03-14 103

Regulatory Board ReportRegulatory Board Report 03-14 104

Gonzales, Quitana & Hunter Monthly Report

1

Gonzales, Quitana & Hunter Monthly Report 03-14 106Finance Committee Minutes

Finance Committee Minutes 03-14 108Energy Systems Director's Report

Energy Systems Director's Report 03-14 110Resolution 2014-028

Staff Report 2014-028 113Reso 2014-028 115


Program Development Director's ReportProgram Development Director's Report 03-14 125


Project Administrators Director's ReportProject Administrators Director's Report 03-14 133

Summary of Budget ComparisonsSummary of Budget Comparisons 12-31-13 137

Ameresco Chiquita Landfill Gas Budget ReportAmeresco Chiquita Landfill Gas Budget Report 12-13 142

Canyon Power Budget ReportCanyon Power Budget Report 12-13 146

Don Campbell Wild Rose Budget ReportDon Campbell Wild Rose Budget Report 12-13 150

Hoover Uprating Budget ReportHoover Uprating Budget Report 12-13 154

Linden Wind Budget ReportLinden Wind Budget Report 12-13 161

Magnolia Power Budget ReportMagnolia Power Budget Report 12-13 168

Mead-Adelanto Transmission Budget ReportMead-Adelanto Transmission Budget Report 12-13 175

Mead-Phoenix Transmission Budget ReportMead-Phoenix Transmission Budget Report 12-13 180

Milford I Wind Budget ReportMilford I Wind Budget Report 12-13 186

Milford II Wind Budget ReportMilford II Wind Budget Report 12-13 191

MWD Small Hydro Budger ReportMWD Small Hydro Budger Report 12-13 196

Nat Gas Barnett Budget ReportNat Gas Barnett Budget Report 12-13 200

Nat Gas Pinedale Budget Report

2

Nat Gas Pinedale Budget Report 12-13 204Nat Gas Prepay Budget Report

Nat Gas Prepay Budget Report 12-13 210ORMAT Geothermal Budget Report

ORMAT Geothermal Budget Report 12-13 214Palo Verde Budget Report

Palo Verde Budget Report 12-13 218Pebble Springs Wind Budget Report

Pebble Springs Wind Budget Report 12-13 231San Juan Unit 3 Budget Report

San Juan Unit 3 Budget Report 12-13 236Southern Transmission System Budget Report

Southern Transmission System Budget Report 12-13 244Tieton Hydro Budget Report

Tieton Hydro Budget Report 12-13 249Windy Point Windy Flats Budget Report

Windy Point Windy Flats Budget Report 12-13 253Hoover Status Report

Hoover Status Report 03-14 259MPP Operations Report

MPP Operations Report 02-14 261Palo Verde Status Report

Palo Verde Status Report 03-14 266San Juan Unit 3 Monthly Report

San Juan Unit 3 Monthly Report 03-14 268

3

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY NOTICE OF MEETING

Board of Directors

NOTICE IS HEREBY GIVEN by the undersigned, as the Executive Director of the Southern California Public Power Authority, that a regular meeting of the Board of Directors is to be held as follows:

Date: Thursday, March 20, 2014

Time: 10:00 AM

Place: Southern California Public Power Authority 1160 Nicole Court

Glendora, CA 91740 (626) 793-9364

The following matters are the business to be transacted and considered by the Board of Directors:

1. Notice/Agenda and Opportunity for the Public to Address the Board

Any member of the Board may request that items on the agenda be taken out of order, or that items be added to the agenda pursuant to the provisions of Section 54954.2(b) of the California Government Code.

Any member of the public may address the Board on any item of interest to the public before or during the Board's consideration of the item, provided the item is within the subject matter jurisdiction of the Board.

2. CONSENT CALENDAR

All matters listed under the Consent Calendar are considered to be routine and will all be enacted by one motion. There will be no separate discussion of these items prior to the time the Board votes on the motion, unless one or more board members, staff or the public request that specific items be discussed and/or removed for separate discussions or action.

a. SCPPA Board Minutes for February 20, 2014

b. Monthly Investment Report for 01-14

c. SCPPA Unaudited Financial 12-31-13

4

Notice of Board Meeting Thursday, March 20, 2014 Page 2

d. Resolution 2014-018 Training course focused on power quality and harmonics by AVO Training Institute.

e. Resolution 2014-019 Training course focused on GE’s Positive Sequence Load Flow software (PSLF) Fundamentals & Mechanics of Steady-State Analysis.

f. Resolution 2014-020 Training course focused on the GE LM6000 aeroderivative engine familiarization.

g. Resolution 2014-021 Training focused on the impacts of FERC Order 764 on Bid-to-Bill Workflow for CAISO MRTU and EIM Market Participants.

h. Resolution 2014-022 Consulting services focused on the professional, technical, and engineering for landfill gas processing.

i. Resolution 2014-023 Agreement for geothermal exploratory well drilling between the Authority and Geothermal Resources Group, Inc. (“GRG”).

j. Resolution 2014-024 Authorizing the termination of an interest rate swap agreement relating to the Magnolia 2009 Bonds, upon the satisfaction of certain conditions.

k. Resolution 2014-025 Authorizing the extension of the two letters of credit (together, the “Letters of Credit”) relating to the Magnolia (Project A) 2009 Bonds and approving various related documents.

l. Resolution 2014-026 Residential Thermal Energy Storage Demonstration Program in support of Azusa Light and Water’ Demonstration of Energy & Efficiency Development (DEED) Grant

m. Resolution 2014-027 Professional Services Agreement with Black & Veatch Corporation to perform Energy Storage System Evaluations

STAFF REPORTS

3. Executive Director’s Report

The Executive Director will report on activities since the last Board meeting:

• Executive Director's Report 03-14

4. Government Affairs Reports

The Director of Regulatory Affairs will report on the regulatory activities at the state level:

• Regulatory Board Report for 03-14

• Gonzales, Quitana & Hunter Monthly Report for 03-14

5. Finance and Accounting Director’s Report

5


The Director of Finance and Accounting will report on the status of current financing activities:

• Finance Committee Minutes for 03-03-14

• Update on Apex Financing

6. Energy Systems Director’s Report

The Director of Energy Systems will report on the status of current activities, including renewable energy project development and resource planning issues:

• Energy Systems Director's Report for 03-14

• Resolution 2014-028 Approval of Astoria 2 Solar Power Purchase Agreement

• Resolution 2014-029 Approval of Springbok Solar Farm I Project Power Purchase Agreement

7. Program Development Director’s Report

The Director of Program Development will report on current activities, including public benefits and smart grid issues:

• Program Development Director's Report for 03-14

• Resolution 2014-030 Case Study Development for 2016/19 Title 24 Enhancements

8. Project Administration Director’s Report

The Director of Project Administration will report on project-related staff and agent activities:

• Project Administrators Director's Report for 03-14

• Summary of Budget Comparisons Quarter Ending 12-31-13

• Ameresco Chiquita Landfill Gas Budget Report 12-13

• Canyon Power Budget Report 12-13

• Don Campbell Wild Rose Budget Report 12-13

• Hoover Uprating Budget Report 12-13

• Linden Wind Budget Report 12-13

• Magnolia Power Budget Report 12-13

• Mead-Adelanto Transmission Budget Report 12-13

6


• Mead-Phoenix Transmission Budget Report 12-13

• Milford I Wind Budget Report 12-13

• Milford II Wind Budget Report 12-13

• MWD Small Hydro Budger Report MWD Small Hydro Budger Report

• Nat Gas Barnett Budget Report 12-13

• Nat Gas Pinedale Budget Report 12-13

• Nat Gas Prepay Budget Report 12-13

• ORMAT Geothermal Budget Report 12-13

• Palo Verde Budget Report 12-13

• Pebble Springs Wind Budget Report 12-13

• San Juan Unit 3 Budget Report 12-13

• Southern Transmission System Budget Report 12-13

• Tieton Hydro Budget Report 12-13

• Windy Point Windy Flats Budget Report 12-13

• Hoover Status Report 03-14

• MPP Operations Report 02-14

• Palo Verde Status Report for 03-14

• San Juan Unit 3 Monthly Report for 03-14

9. NEW BUSINESS

New topics may be introduced in order to be added to the next meeting agenda for future consideration and action by the Board.

10. CLOSED SESSION

• Potential Litigation: Conference with legal counsel regarding the potential initiation of litigation pursuant

to subdivision (c) of Section 54956.9 of the California Government Code (one potential case).

• Potential Litigation: Conference with legal counsel regarding significant exposure to litigation pursuant to subdivision (b) of Section 54956.9 of the California Government Code (one potential case).

7


Dated: March 13, 2014

______________________________________

BILL D. CARNAHAN Executive Director

Southern California Public Power Authority

8

MINUTES OF THE FEBRUARY 20, 2014 REGULAR MEETING OF THE

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY

A regular meeting of the Board of Directors was held on February 206, 2014, at the offices of the Authority, 1160 Nicole Court, Glendora, California. The meeting was called to order at 10:06 a.m. by President Davis. The following Board members (M) and alternates (A) were present and acting in their capacity as representative for their utility: Dukku Lee, Anaheim (M); George Morrow, Azusa (M); Fred Mason, Banning (M); Ronald Davis, Burbank (M); Vince Brar, Cerritos (A); David Kolk, Colton (M); Steve Lins, Glendale (A); Carl Stills, IID (A); Randy Howard, LADWP (A); Phyllis Currie, Pasadena (M); Girish Balachandran, Riverside (M). Staff members present were: SCPPA staff members Executive Director Bill D. Carnahan, Daniel Hashimi, Richard Morillo, Steven Homer, Kelly Nguyen, Julie Felipe, Salpi Ortiz, Bryan Cope, Tanya DeRivi, and Therese Savery, SCPPA Accounting. Attorneys and consultants present included: Cliff Lewis; Stephen Cole, Fulbright & Jaworski. 1. Notice/Agenda Opportunity for the Public to Address the Board

President Davis afforded the public an opportunity to address the Board. 2. Consent Calendar

The following matters were considered routine and were enacted by a single motion.

a. Minutes: Approval of the Minutes of the Board of Directors meeting held January 16, 2014.

b. Investment Reports: for the month of December, 2013, and the quarter ending December 31, 2013.

c. Resolution 2014-008: Approving an agreement with GridSME to provide strategic consulting services.

d. Resolution 2014-009: Approving an agreement with Power MC LLC to provide professional and technical support services.

e. Resolution 2014-010: Approving a renewal subscription with Ventyx to continue providing the WECC regional power reference case.

f. Resolution 2014-011: Authorizing an Electric Vehicle Charging Infrastructure Program Participation Agreement with Moreno Valley.

Draft of 3/13/14 1

9

Mr. Morrow moved that the matters on the consent calendar be approved. The motion was seconded by Mr. Mason and unanimously approved.

3. Executive Director’s Report Mr. Carnahan referenced his written report and discussed the highlights. Ms. Ortiz discussed meeting arrangements for the upcoming APPA Legislative days in Washington, D.C.

4. Finance and Accounting Director’s Report Mr. Carnahan and Mr. Morillo presented Resolution 2014-012, authorizing issuance of bonds and related documents for the Apex Power Project. Mr. Carnahan and Mr. Morillo presented Resolution 2014-013, authorizing continuing disclosure for the Apex Power Project. Mr. Howard moved that Resolutions 2014-012 and 2014-013 be approved. The motion was seconded by President Davis and approved by Project Roll Call vote, with Vernon absent, and Anaheim, Azusa, Banning, Burbank, Cerritos, Colton, Glendale, Imperial, Pasadena, and Riverside present but not voting. Mr. Carnahan and Mr. Morillo presented Resolution 2014-014, authorizing termination of an interest rate swap agreement relating to the Magnolia 2009 bonds, upon the satisfaction of certain conditions. Mr. Kolk moved that Resolution 2014-014 be approved. The motion was seconded by Mr. Lee and approved by Project Roll Call Vote, with Vernon absent, and Azusa, Banning, Imperial, Los Angeles, and riverside present but not voting.

5. Energy Systems Director’s Report Ms. Nguyen discussed the 2013 Renewable RFP Process, the status of renewable projects in development, and amendments to two developing project power purchase agreements. Ms. Nguyen presented Resolution 2014-15, approving amendments to the Antelope Big sky Ranch Solar Project Power Purchase Agreement, changing the location of the project, the commercial service date, and lowering the price. Ms. Currie moved that Resolution 2014-015 be approved. The motion was seconded by Mr. Balachandran, and approved by Project Roll Call Vote, with Vernon absent, and Anaheim, Banning, Burbank, Cerritos, Colton, Glendale, Imperial, and Los Angeles present but not voting. Ms. Nguyen presented Resolution 2014-16, approving amendments to the Summer Solar Project Power Purchase Agreement, changing the location of the project, the commercial service date, and lowering the price.

Draft of 3/13/14 2

10

Ms. Currie moved that Resolution 2014-015 be approved. The motion was seconded by Mr. Balachandran, and approved by Project Roll Call Vote, with Vernon absent, and Anaheim, Banning, Burbank, Cerritos, Colton, Glendale, Imperial, and Los Angeles present but not voting.

6. Program Development Director’s Report Mr. Cope discussed the activities related to electric vehicles, energy storage, and public benefits. Mr. Cope reported on the status of development of the California Technical Forum. Mr. Mason moved that SCPPA staff be authorized to participate in the pilot phase of the California Technical forum. The motion was seconded by Mr. Lins, and unanimously approved.

7. Project Administration Director’s Report

Mr. Homer discussed issues at Hoover and San Juan. Mr. Homer presented Resolution 2014-017, approving the initial budget for the Apex Power Project. Mr. Howard moved that Resolution 2014-017 be approved. The motion was seconded by President Davis and approved by Project Roll Call Vote, with Vernon absent, and Anaheim, Azusa, Banning, Burbank, Cerritos, Colton, Glendale, Imperial, Pasadena, and Riverside present but not voting. Some Board Members expressed concern about the conservative budgets which in some cases lead to large overbillings. Possible solutions include true-ups every 6 months (instead of annually), and/or less conservative budgets, with sufficient reserve funds to cover irregular cash flows. Mr. Homer and Ms. Savery will investigate and bring back recommendations as part of the FY 2015 budget process.

8. Regulatory Affairs Director’s Report

Ms. DeRivi reported on developments of interest at the California Energy Commission, the California Public Utilities Commission, the California Air Resources Board, and the Federal Energy Regulatory Commission.

9. Closed Session: At this point the Board went into closed session to discuss strategic planning issues. Upon returning to open session, President Davis announced that no action had been taken.

Draft of 3/13/14 3

11

There being no further business, the meeting was adjourned at 1:00 p.m. Respectfully submitted, Mario Ignacio Assistant Secretary

c: Board of Directors

Draft of 3/13/14 4

12

Southern California Public Power Authority Combined Financial Statements December 31, 2013 and 2012 (Unaudited)

15

2

Southern California Public Power Authority Combined Financial Statements (Unaudited) Index

Pages

Management's Discussion and Analysis.........................................................................3-8 Combined Financial Statements: Combined Statements of Net Position Ending December 31, 2013...........................9-14 Combined Statements of Net Position Ending December 31, 2012..........................15-20 Combined Statements of Revenues, Expenses and Changes in Net Position for the Six Months Ended December 31, 2013…….……................21-26 Combined Statements of Revenues, Expenses and Changes in Net Position for the Six Months Ended December 31, 2012................................27-32 Combined Statements of Cash Flows for the Six Months Ended December 31, 2013..............................................................................................33-38 Combined Statements of Cash Flows for the Six Months Ended December 31, 2012..............................................................................................39-44

16

3

Management's Discussion and Analysis Basis of Presentation The combined and individual financial statements of the Authority are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. The Authority applies all statements and interpretations issued by the Governmental Accounting Standards Board (GASB) that are applicable to governmental entities that use proprietary fund accounting and the Financial Accounting Standards Board (FASB) issued prior to November 30, 1989 that do not conflict with rules issued by the GASB. Revenues are recognized when earned and expenses are recognized when incurred. The format of the statement of Net Assets (Deficit) follows the inverted approach, which is consistent with the Federal Energy Regulatory Commission (FERC). In June 2012, the GASB issued Statement No. 63, Financial Reporting of Deferred Outflows of Resources, Deferred Inflows of Resources, and Net Position effective for financial statement for periods beginning after December 15, 2011. The balance sheets, statements of revenues, expenses, and net assets, and statements of cash flows reflect the implementation of this Statement. In addition to assets and liabilities, the financial statements now include deferred outflows and deferred inflows of resources, and reports net position instead of net assets (deficit). The change in presentation is the only impact to the financial statements as a result of this implementation.

Multiple Project Fund – Final maturity of the 1989 Multiple Project Bonds occurred on July 1, 2013 leaving a Surplus Amount of approximately $6.4 million and $18.4 million available to the SCPPA Mead-Phoenix (MP) and Mead-Adelanto (MA) project participants, respectively. The Surplus Amount is the result of the savings obtained from the partial refunding within five years of the original issue of the 1989 Multiple Project Bonds by the MP and MA 1994 Series A Project Bonds. The partial refunding triggered a recalculation of the arbitrage yield, resulting in a higher arbitrage yield which reduced the rebate liability of the Authority and resulted in additional savings over the remaining life of the 1989 Multiple Project Bonds. At the time of the refunding, the Authority determined that these Surplus Amounts benefited and should be transferred to the MP and MA Project Participants after final maturity of the 1989 Multiple Project Bonds. Prepaid Gas Debt Restructuring - On September 19, 2013, the credit restructure of the Prepaid Natural Gas Project was completed to reduce risk and exposure to various counterparties, obtain ratings upgrade on the related 2007 Gas Prepay Bonds (the “Bonds”) and to capture projected savings and gas flows through 2035. As a result of the restructuring, the Bonds received ratings of A3/A from Moody’s and Fitch, respectively; Standard & Poor’s affirmed its A rating; and the project participants received $3.4 million in upfront savings.

17

4

Management’s Discussion and Analysis (Continued) Don A. Campbell/Wild Rose Geothermal Energy Project - On December 31, 2012 the Authority entered into a power purchase agreement with Ormat Nevada, Inc. to purchase renewable geothermal energy from the Project beginning December 31, 2013, for a 20-year term at a fixed price of $99/MW. The Project is a geothermal power generating facility with a 16.2 MW nameplate capacity and a 95 percent capacity factor located in Mineral County, Nevada. The planned commercial operating date is December 31, 2013 but early delivery of energy began in November 2013. The two participants are LADWP and the city of Burbank. LADWP acts as project manager and has balancing authority at the point of delivery of energy at the Mead 230Kv Substation in Southern Nevada. Electricity from the Project will be transmitted through Nevada Energy’s transmission system that includes the new 500 kv One Nevada Transmission Line. The fair values of the outstanding swaps as of December 31, 2013, are shown below:

Estimated Fair Value of Swap Agreements

(Amounts in thousands)

December September June March

2013 2013 2013 2013 NGP 2007 Swap $ (6,011) $ (7,777) $ (8,137) $ (11,107) MPP 2010-1 Swap (3,428) (3,461) (2,705) (2,229) MPP 2010-2 Swap (3,128) (3,174) (2,424) (1,980) MPP 2009-1 Swap 822 (2,759) (5,405) (13,350) MPP 2009-2 Swap 789 (2,791) (5,438) (13,381) MA 2007 Swap 657 1,212 625 2,243 STS Swaption/Swap (26,877) (29,429) (30,290) (35,668) STS 2001 Swap - - - (17,102)

$ (37,176) $ (48,179) $ (53,774) $ (92,574)

18

5

Management’s Discussion and Analysis (Continued) Using This Financial Report This unaudited financial report consists of a series of financial statements and reflects the self-supporting activities of the Authority that are funded primarily through the sale of energy, natural gas, and transmission services to member agencies under project specific "take or pay" contracts that require each member agency to pay its proportionate share of operating and maintenance expenses and debt service costs with respect to such projects. The Authority also established “take and pay” contracts for the participants of the prepaid natural gas project where the payments received from the sale of gas will be sufficient to pay debt service. In addition, the Authority has entered into various power purchase agreements. These agreements are substantially take-and-pay contracts but there may be other costs not associated with the delivery of energy that the participants may be obligated to pay. Combined Financial Statements The Combined Financial Statements provide an indication of the Authority’s financial health. The Combined Statements of Net Position include all of the Authority's assets and liabilities, as well as an indication about which assets can be utilized for general purposes and which assets are restricted as a result of bond covenants and other commitments. The Combined Statements of Revenues, Expenses and Changes in Net Position report all of the revenues and expenses during the time periods indicated. The Combined Statements of Cash Flows report the cash provided and used by operating activities, as well as other cash sources such as investment income, cash payments for bond principal payments, and capital additions and betterments.

19

6

Management’s Discussion and Analysis (Continued) The following table summarizes the financial condition and changes in Net Position of the Authority as of and for the Six months ended December 31, 2013 and 2012: Combined Summary of Financial Condition and Changes in Net Position ($ in thousands)

December

2013 2012 ASSETS

Net utility plant $ 1,319,448 $ 1,403,478

Investments 610,965 686,083

Cash and cash equivalents 282,170 245,774

Prepaid and other assets 1,166,100 1,243,160

Total assets $ 3,378,683 $ 3,578,495

DEFERRED OUTFLOWS OF RESOURCES

Accumulated decrease in fair value of hedging derivatives 13,541 30,985

Total assets and deferred outflows of resources $ 3,392,224 $ 3,609,480

LIABILITIES

Noncurrent liabilities $ 3,063,837 $ 3,299,229

Current liabilities 385,190 402,634

Total liabilities 3,449,027 3,701,863

Net position

Net investment in capital assets (534,876) (560,022)

Restricted 466,674 493,816

Unrestricted 11,399 (26,177)

Total net position (56,803) (92,383) Total liabilities, deferred inflows of resources,

and net position $ 3,392,224 $ 3,609,480

Revenues, Expenses and Changes in net position

Operating revenues $ 314,194 $ 330,425

Operating expenses (268,138) (258,178)

Operating income 46,056 72,247

Investment and other income 9,822 8,409

Derivative gain (loss) - 24,402

Debt expense (78,290) (81,984)

Change in net position (22,412) 23,074

Net position - beginning of year (63,532) (129,308)

Transfers from (to) other funds - -

Net contribution/(withdrawals) by participants 29,141 13,851

Net position - end of period $ (56,803) $ (92,383)

20

7

Management’s Discussion and Analysis (Continued Net Position The Authority's net position increased by $36 million mainly due to a decrease in assets and deferred outflows of $217 million, offset by a decrease in liabilities of $253 million. The decrease of $217 million in the Authority's assets is due to the following:

Utility Plant – decreased $84 million mainly due to the $100 million of scheduled depreciation in all Projects offset by $11 million ongoing capital improvements in the Palo Verde (PV), San Juan (SJ), and Magnolia Projects; and $5 million in capital drillings in the Pinedale and Barnett Natural Gas Reserves Project.

Investments – decreased by $75 million largely due to the $16 million withdrawal

from the Multiple Project GIC for the debt service requirements of the related Mead-Adelanto (MA) and Mead Phoenix (MP) Bonds and $14 million for the final debt service requirements of the 1989 Multiple Project Bonds; $22 million net transfers of investment from long term to cash and cash equivalent investments; the return of $14 million of accumulated overbillings and advances from various Projects; $10 million release of Debt Service Reserves and Project Funds for debt service requirements and to close out the 2003A Magnolia Project Bonds; and $7 million adjustment for lower market values in the PV Decommissioning Trust Fund and Project Stabilization Fund (PSF). The decreases were offset by the $6 million of participants’ contributions to the PSF; and $2 million reinvestment of interest earnings in the PSF and PV Decommissioning Trust Funds.

Cash and cash equivalents – increased $36 million primarily due to the $22 million

net transfers from long term to cash and cash equivalents investments; $10 million increase in billings for the debt service requirements of the MA and MP Projects due to the application of the final release of funds from the 1989 Multiple Project GIC to the prior year’s debt service requirements; and $4 million of accumulated overbillings and advances from various Projects.

Prepaid and other assets – decreased $77 million mainly due to the $64 million of

amortizations of the prepaid assets in the Prepaid Gas Project, Milford I, Milford II, and Windy Point/Windy Flats Project (Windy Point); $2 million decrease in the reported fair value of the derivative instruments in the MA Projects that were deemed ineffective in accordance with GASB 53; $4 million decrease in the unamortized costs of debt expenses in all debt funded projects; and $7 million net decrease in accounts receivable mainly due to the lower cost of the scheduled major maintenance in the SJ Project in fiscal year 2013.

Deferred outflows of resources - decreased $17 million due to decrease in the fair

values of the effective hedging derivative instruments in the Magnolia and the Prepaid Gas Projects.

21

8

Management’s Discussion and Analysis (Continued) Liabilities The decrease in the Authority’s liabilities of $253 million is primarily due to $169 million of principal maturities and related amortizations for all debt funded projects; $60 million reported change in fair value of the derivative instruments; and $23 million decrease in overbillings, and advances due to the projects’ participants. Operating Income The net decrease of operating income of $26 million is largely due to the payment of the $24 million of Surplus Funds due to the MA and MP participants after the final maturity of the1989 Multiple Project Bonds; $3 million of upfront savings received from the restructure of the Prepaid Natural Gas Project Bonds; $13 million decrease in billings because of scheduled major maintenance outage for the SJ Project in fiscal year 2013. This decrease in billings was offset by $4 million increase in O&M billings for the STS Project; and $10 million increase in billings for the debt service requirements of the MA and MP Projects. Investment and Other Income Investment and other Income increased $1 million mainly due to the receipt of $3 million upfront savings from the restructuring of the 2007 Gas Prepaid transaction; offset by the lower interest earnings due to the withdrawal of GIC investment for final debt service requirements of the 1989 Multiple Projects Bonds. Derivative Gain (Loss) The decrease in derivative gain of $24 million is due to the termination of the 2008 MP and MA amended swaps. Debt Expense Debt expense decreased by $4 million largely due to the final maturities of the 1989 Multiple Project Bonds.

22

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITYCombining Statements of Net PositionAs of December 31, 2013($ in thousands)

Palo Verde Project

San Juan Project

Magnolia Power Project

Canyon Power Project

Noncurrent assetsNet Utility Plant 78,518$ 80,731$ 224,998$ 256,160$

Investments - restricted 180,944 28,139 45,635 27,520

Investments - unrestricted 33,716 - - -

Advance to IPA - restricted - - - -

Advances for capacity and energy, net-restricted - - - -

Fair value of derivative instruments - - - -

Unamortized debt expenses 104 306 25,528 1,979 Prepaid and other assets - 690 - -

Total noncurrent assets 293,282 109,866 296,161 285,659

Current assets

Cash and cash equivalents - restricted 16,439 26,026 28,394 11,750

Cash and cash equivalents - unrestricted 5,797 3,161 4,297 1,552 Interest receivable 551 32 112 46

Accounts receivable 2,062 548 1,408 38

Due from other project - restricted - - - -

Materials and supplies 9,728 4,501 6,257 1,047 Prepaid and other assets 322 1,484 1,386 17

Total current assets 34,899 35,752 41,854 14,450


Accumulated decrease in fair value of hedging derivative - - 5,405 -

Total assets and deferred outflows of resources 328,181$ 145,618$ 343,420$ 300,109$

LIABILITIES

Noncurrent liabilities

Long-term debt 36,130$ 72,537$ 318,721$ 309,573$

Fair value of derivative instruments - - 15,972 - Notes payable and other liabilities 19,737 - 6,614 -

Advances from participants - - - -

Total noncurrent liabilities 55,867 72,537 341,307 309,573

Current Liabilities

Debt due within one year 11,330 27,250 10,565 -

Notes payable and other liabilities due within one year 3,174 - - -

Advances from participants due within one year - 3,611 21,666 2,225

Accrued interest 19 2,546 3,767 8,366

Accounts payable and accruals 14,122 8,655 3,228 343

Accrued property tax 1,379 365 - - Due to other projects - - - -

Total current liabilities 30,024 42,427 39,226 10,934

Total liabilities 85,891 114,964 380,533 320,507

Net investment in capital assets 31,163 (21,670) (78,732) (40,146)

Restricted 174,956 51,651 48,681 17,438 Unrestricted 36,171 673 (7,062) 2,310

Total net position 242,290 30,654 (37,113) (20,398)

Total liabilities and net position 328,181$ 145,618$ 343,420$ 300,109$

9

NET POSITION

ASSETS

GENERATION

These unaudited financial statements should be read in conjunction to the notes to the audited financial statements for the fiscal year ended June 30, 2013

23


Noncurrent assetsNet Utility Plant

Investments - restricted

Investments - unrestricted

Advance to IPA - restricted

Advances for capacity and energy, net-restricted

Fair value of derivative instruments

Unamortized debt expensesPrepaid and other assets

Total noncurrent assets

Current assets

Cash and cash equivalents - restricted

Cash and cash equivalents - unrestrictedInterest receivable

Accounts receivable

Due from other project - restricted

Materials and suppliesPrepaid and other assets

Total current assets


Accumulated decrease in fair value of hedging derivative

Total assets and deferred outflows of resources

LIABILITIES


Long-term debt

Fair value of derivative instruments Notes payable and other liabilities

Advances from participants

Total noncurrent liabilities

Current Liabilities

Debt due within one year

Notes payable and other liabilities due within one year

Advances from participants due within one year

Accrued interest

Accounts payable and accruals

Accrued property tax Due to other projects

Total current liabilities

Total liabilities

Net investment in capital assets

Restricted Unrestricted

Total net position

Total liabilities and net position

NET POSITION

ASSETS

Hoover Uprating Project

Tieton Hydropower

ProjectMilford 1 Wind

ProjectMilford II Wind

Project

Windy Point/Windy Flats Energy

ProjectLinden Wind Energy Project

-$ 41,857$ -$ -$ -$ 127,376$

1,661 4,777 25,427 3,285 19,870 2,760

560 - - - - -

- - - - - -

4,881 - - - - -

- - - - - -

31 554 1,296 985 2,320 866 - - 175,337 149,286 448,657 -

7,133 47,188 202,060 153,556 470,847 131,002

563 2,089 6,373 5,364 10,834 4,545

764 522 10,542 10,390 6,996 3,875 6 - 57 13 1 3

30 - - 835 2,179 -

- - - - - -

- - - - - - 1,135 28 5,702 4,350 15,858 82

2,498 2,639 22,674 20,952 35,868 8,505

- - - - - -

9,631$ 49,827$ 224,734$ 174,508$ 506,715$ 139,507$

6,137$ 50,868$ 215,468$ 158,346$ 491,533$ 132,912$

- - - - - - - - - - - -

- - - - - -

6,137 50,868 215,468 158,346 491,533 132,912

1,835 815 8,450 5,270 18,535 3,530

- - - - - -

- 202 250 250 1,000 2,004

104 1,273 5,211 3,797 11,253 3,313

75 156 8,680 9,879 7,405 1,830

- - - - 772 258 - - - - - -

2,014 2,446 22,591 19,196 38,965 10,935

8,151 53,314 238,059 177,542 530,498 143,847

- (9,272) - - - (8,199)

197 5,593 (14,939) (4,133) (23,784) 3,994 1,283 192 1,614 1,099 1 (135)

1,480 (3,487) (13,325) (3,034) (23,783) (4,340)

9,631$ 49,827$ 224,734$ 174,508$ 506,715$ 139,507$

10

GREEN POWER


24










Current assets



Accounts receivable







LIABILITIES


Long-term debt




Current Liabilities




Accrued interest




Total liabilities



Total net position


NET POSITION

ASSETS

Southern Transmission System Project

Mead-Phoenix Project

Mead-Adelanto Project

273,145$ 31,985$ 93,487$

56,412 499 4,399

- - -

11,550 - -

- - -

- - 625

3,845 199 497 - - -

344,952 32,683 99,008

16,021 1,694 10,814

1,271 2,201 4,703 56 - -

3,467 - -

- - -

- - - 5 39 73

20,820 3,934 15,590

- - -

365,772$ 36,617$ 114,598$

624,111$ 31,277$ 106,321$

30,290 - - - - 2,476

- - -

654,401 31,277 108,797

50,885 5,215 17,385

- - 314

- - -

14,646 814 2,954

3,925 377 1,124

- - - - - -

69,456 6,406 21,777

723,857 37,683 130,574

(389,806) (4,308) (32,512)

61,193 1,340 12,064 (29,472) 1,902 4,472

(358,085) (1,066) (15,976)

365,772$ 36,617$ 114,598$

11

TRANSMISSION


25










Current assets



Accounts receivable







LIABILITIES


Long-term debt




Current Liabilities




Accrued interest




Total liabilities



Total net position


NET POSITION

ASSETS

Pinedale Project

Barnett Project

Prepaid Natural Gas

Project

50,952$ 56,031$ -$

6,000 28,243 11,116

- - -

- - -

- - -

- - -

455 464 1,890 125 - 258,046

57,532 84,738 271,052

8,205 7,522 8,968

7,436 4,720 58 1 1 47

1,987 1,453 1,448

- - -

- - - 658 2 5,663

18,287 13,698 16,184

- - 8,136

75,819$ 98,436$ 295,372$

24,763$ 58,162$ 312,859$

- - 8,136 - - -

21,062 9,832 -

45,825 67,994 320,995

2,219 5,211 3,875

- - -

12,439 946 19

745 1,752 2,659

5,074 1,944 6,429

3,850 - - - - -

24,327 9,853 12,982

70,152 77,847 333,977

3,363 11,035 -

1,800 5,323 (32,220) 504 4,231 (6,385)

5,667 20,589 (38,605)

75,819$ 98,436$ 295,372$

12

NATURAL GAS


26










Current assets



Accounts receivable







LIABILITIES


Long-term debt




Current Liabilities




Accrued interest




Total liabilities



Total net position


NET POSITION

ASSETS

Ormat Geothermal

Energy Project

MWD Small Hydro

Project Pebble

Springs Project

Ameresco Chiquita Landfill Gas

Project

Don A. Campbell Wild Rose Geothermal

Energy Project

-$ -$ -$ -$ -$

- - - - -

- - - - -

- - - - -

- - - - -

- - - - -

- - - - - - - - - -

- - - - -

- - - - -

6,638 2,300 7,764 2,948 1,205 - - - - -

- - - - 558

- - - - -

- - - - - 5 12 1 1 -

6,643 2,312 7,765 2,949 1,763

- - - - -

6,643$ 2,312$ 7,765$ 2,949$ 1,763$

-$ -$ -$ -$ -$

- - - - - - - - - -

- - - - -

- - - - -

- - - - -

- - - - -

857 500 - 400 -

- - - - -

5,786 1,812 7,764 2,549 1,763

- - - - - - - - - -

6,643 2,312 7,764 2,949 1,763

6,643 2,312 7,764 2,949 1,763

- - - - -

- - - - - - - 1 - -

- - 1 - -

6,643$ 2,312$ 7,765$ 2,949$ 1,763$

13

POWER PURCHASE AGREEMENTS


27










Current assets



Accounts receivable







LIABILITIES


Long-term debt




Current Liabilities




Accrued interest




Total liabilities



Total net position


NET POSITION

ASSETS

Multiple Project

Fund

Project Development

Fund

Projects' Stabilization

Fund

SCPPA Building

FundTotal

Combined

-$ -$ -$ 4,208$ 1,319,448$

- - 130,002 - 576,689

- - - - 34,276

- - - - 11,550

- - - - 4,881

- - - - 625

- - - - 41,319 - - - - 1,032,141

- - 130,002 4,208 3,020,929

- 154 27,229 46 193,030

- - - - 89,140 - - 289 - 1,215

- - - - 16,013

- - - - -

- - - - 21,533 - - - - 36,823

- 154 27,518 46 357,754

- - - - 13,541

-$ 154$ 157,520$ 4,254$ 3,392,224$

-$ -$ -$ -$ 2,949,718$

- - - - 54,398 - - - - 28,827

- - - - 30,894

- - - - 3,063,837

- - - - 172,370

- - - 14 3,502

- 154 - - 46,523

- - - - 63,219

- - - 32 92,952

- - - - 6,624 - - - - -

- 154 - 46 385,190

- 154 - 46 3,449,027

- - - 4,208 (534,876)

- - 157,520 - 466,674 - - - - 11,399

- - 157,520 4,208 (56,803)

-$ 154$ 157,520$ 4,254$ 3,392,224$

14

MISCELLANEOUS


28


Palo Verde Project

San Juan Project



Noncurrent assetsNet Utility Plant 92,191$ 88,525$ 234,964$ 265,351$

Investments - restricted 188,276 35,482 46,709 27,965

Investments - unrestricted 35,664 3,996 4,998 -

Advance to IPA - restricted - - - -

Advances for capacity and energy, net-restricted - - - -

Fair value of derivative instruments - - - -

Unamortized debt expenses 170 1,271 27,274 2,120 Prepaid and other assets - - - -

Total noncurrent assets 316,301 129,274 313,945 295,436

Current assets

Cash and cash equivalents - restricted 12,199 17,790 25,106 14,013

Cash and cash equivalents - unrestricted 10,314 2,475 7,984 458 Interest receivable 482 44 139 30

Accounts receivable 1,669 11,980 744 593

Due from other project - restricted - - - -

Materials and supplies 9,449 4,378 6,339 130 Prepaid and other assets 64 407 3 2

Total current assets 34,177 37,074 40,315 15,226


Accumulated decrease in fair value of hedging derivative - - 17,556 -

Total assets and deferred outflows of resources 350,478$ 166,348$ 371,816$ 310,662$

LIABILITIES


Long-term debt 46,580$ 100,237$ 329,422$ 310,631$

Fair value of derivative instruments - - 42,839 - Notes payable and other liabilities 25,726 - 3,766 -

Advances from participants - - - -

Total noncurrent liabilities 72,306 100,237 376,027 310,631

Current Liabilities

Debt due within one year 10,980 13,010 15,605 -

Notes payable and other liabilities due within one year 3,040 - - -

Advances from participants due within one year - 12,000 16,031 2,225

Accrued interest 23 2,904 3,936 8,366

Accounts payable and accruals 16,496 15,742 7,405 451

Accrued property tax 1,246 328 - - Due to other projects - - - -

Total current liabilities 31,785 43,984 42,977 11,042

Total liabilities 104,091 144,221 419,004 321,673

Net investment in capital assets 34,802 (35,451) (78,586) (30,822)

Restricted 169,809 50,412 47,785 19,079 Unrestricted 41,776 7,166 (16,387) 732

Total net position 246,387 22,127 (47,188) (11,011)

Total liabilities and net position 350,478$ 166,348$ 371,816$ 310,662$

15

ASSETS

NET POSITION

GENERATION


29










Current assets



Accounts receivable







LIABILITIES


Long-term debt




Current Liabilities




Accrued interest




Total liabilities



Total net position


ASSETS

NET POSITION


Tieton Hydropower



Project


ProjectLinden Wind Energy Project

-$ 43,322$ -$ -$ -$ 133,190$

1,702 5,478 17,997 3,307 12,001 4,148

560 - - 5,140 - -

- - - - - -

6,393 - - - - -

- - - - - -

48 600 1,482 1,132 2,665 961 - - 186,738 157,983 480,369 -

8,703 49,400 206,217 167,562 495,035 138,299

562 1,588 12,790 4,320 19,032 3,434

737 632 7,524 7,135 6,237 3,624 - 6 29 14 42 1

44 - - 73 - -

- - - - - -

- - - - - - 1,087 1 5,701 4,350 15,858 81

2,430 2,227 26,044 15,892 41,169 7,140

- - - - - -

11,133$ 51,627$ 232,261$ 183,454$ 536,204$ 145,439$

7,993$ 51,748$ 225,395$ 165,998$ 516,799$ 137,539$

- - - - - - - - - - - -

- - - - - -

7,993 51,748 225,395 165,998 516,799 137,539

1,755 790 8,135 5,065 17,850 3,425

- - - - - -

- 202 250 250 1,000 2,004

123 1,284 5,369 3,899 11,596 3,364

54 239 4,089 9,953 4,579 1,686

- - - - 660 300 - - - - - -

1,932 2,515 17,843 19,167 35,685 10,779

9,925 54,263 243,238 185,165 552,484 148,318

- (8,616) - - - (6,813)

(81) 5,788 (14,164) (3,859) (16,280) 4,219 1,289 192 3,187 2,148 - (285)

1,208 (2,636) (10,977) (1,711) (16,280) (2,879)

11,133$ 51,627$ 232,261$ 183,454$ 536,204$ 145,439$

16

GREEN POWER


30










Current assets



Accounts receivable







LIABILITIES


Long-term debt




Current Liabilities




Accrued interest




Total liabilities



Total net position


ASSETS

NET POSITION




295,757$ 33,498$ 98,009$

56,849 5,493 22,376

3,300 - -

11,550 - -

- - -

- - 3,111

3,435 370 903 - - -

370,891 39,361 124,399

17,724 1,455 2,859

1,183 118 396 45 202 823

2,811 168 395

- 7,234 21,012

- - - 3 64 75

21,766 9,241 25,560

- - -

392,657$ 48,602$ 149,959$

660,452$ 35,685$ 120,835$

57,878 - - - 426 4,522

- - -

718,330 36,111 125,357

49,130 6,505 17,820

- 43 458

- - -

13,550 778 2,638

13,444 111 725

- - - - - -

76,124 7,437 21,641

794,454 43,548 146,998

(401,163) (8,322) (44,721)

63,384 13,553 44,198 (64,018) (177) 3,484

(401,797) 5,054 2,961

392,657$ 48,602$ 149,959$

17

TRANSMISSION


31










Current assets



Accounts receivable







LIABILITIES


Long-term debt




Current Liabilities




Accrued interest




Total liabilities



Total net position


ASSETS

NET POSITION

Pinedale Project

Barnett Project

Prepaid Natural Gas

Project

56,048$ 58,289$ -$

7,150 32,519 13,111

2,299 - -

- - -

- - -

- - -

541 552 2,043 126 - 270,020

66,164 91,360 285,174

11,456 6,844 6,907

5,984 3,082 394 2 1 46

1,229 1,795 1,443

- - -

- - - 757 1 6,041

19,428 11,723 14,831

- - 13,429

85,592$ 103,083$ 313,434$

26,982$ 63,373$ 317,013$

- - 13,429 - - -

23,485 10,476 -

50,467 73,849 330,442

2,253 5,302 4,065

- - -

16,143 704 19

794 1,867 2,693

5,084 1,867 6,628

4,267 - - - - -

28,541 9,740 13,405

79,008 83,589 343,847

3,869 11,467 -

2,548 5,016 (24,162) 167 3,011 (6,251)

6,584 19,494 (30,413)

85,592$ 103,083$ 313,434$

18

NATURAL GAS


32










Current assets



Accounts receivable







LIABILITIES


Long-term debt




Current Liabilities




Accrued interest




Total liabilities



Total net position


ASSETS

NET POSITION

Ormat Geothermal

Energy Project

MWD Small Hydro

ProjectPebble Springs

Project


Project

-$ -$ -$ -$

- - - -

- - - -

- - - -

- - - -

- - - -

- - - - - - - -

- - - -

- - - -

4,294 1,557 5,971 2,505 - - - -

- - - -

- - - -

- - - - - - 1 -

4,294 1,557 5,972 2,505

- - - -

4,294$ 1,557$ 5,972$ 2,505$

-$ -$ -$ -$

- - - - - - - -

- - - -

- - - -

- - - -

- - - -

857 500 - 400

- - - -

3,437 1,057 5,971 2,105

- - - - - - - -

4,294 1,557 5,971 2,505

4,294 1,557 5,971 2,505

- - - -

- - - - - - 1 -

- - 1 -

4,294$ 1,557$ 5,972$ 2,505$

19



33










Current assets



Accounts receivable







LIABILITIES


Long-term debt




Current Liabilities




Accrued interest




Total liabilities



Total net position


ASSETS

NET POSITION

Multiple Project

Fund

Project Development

Fund


Fund

SCPPA Building

Fund Total EliminationsTotal

Combined

-$ -$ -$ 4,334$ 1,403,478$ - 1,403,478$

38,253 - 111,310 - 630,126 - 630,126

- - - - 55,957 - 55,957

- - - - 11,550 - 11,550

- - - - 6,393 - 6,393

- - - - 3,111 - 3,111

- - - - 45,567 - 45,567 - - - - 1,095,236 - 1,095,236

38,253 - 111,310 4,334 3,251,418 - 3,251,418

- 57 15,009 25 173,170 - 173,170

- - - - 72,604 - 72,604 1,409 - 252 - 3,567 - 3,567

- - - - 22,944 - 22,944

- - - - 28,246 (28,246) -

- - - - 20,296 - 20,296 - - - - 34,496 - 34,496

1,409 57 15,261 25 355,323 (28,246) 327,077

- - - - 30,985 - 30,985

39,662$ 57$ 126,571$ 4,359$ 3,637,726$ (28,246)$ 3,609,480$

-$ -$ -$ -$ 3,116,682$ -$ 3,116,682$

- - - - 114,146 - 114,146 - - - - 34,440 - 34,440

- - - - 33,961 - 33,961

- - - - 3,299,229 - 3,299,229

13,163 - - - 174,853 - 174,853

- - - - 3,541 - 3,541

- 57 - - 52,642 - 52,642

465 - - - 63,649 - 63,649

- - - 25 101,148 - 101,148

- - - - 6,801 - 6,801 28,246 - - - 28,246 (28,246) -

41,874 57 - 25 430,880 (28,246) 402,634

41,874 57 - 25 3,730,109 (28,246) 3,701,863

- - - 4,334 (560,022) - (560,022)

- - 126,571 - 493,816 - 493,816 (2,212) - - - (26,177) - (26,177)

(2,212) - 126,571 4,334 (92,383) - (92,383)

39,662$ 57$ 126,571$ 4,359$ 3,637,726$ (28,246)$ 3,609,480$

20

MISCELLANEOUS


34

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITYCombining Statements of Revenues, Expenses and Changes in Net PositionFor Six Months Ended December 31, 2013($ in thousands)

Palo Verde Project

San Juan Project



Operating revenues

Sales of electric energy 41,488$ 42,554$ 49,216$ 10,171$

Sales of transmission services - - - -

Sales of natural gas - - - - Interproject Revenues - - - -

Total operating revenues 41,488 42,554 49,216 10,171

Operating expenses

Operations and maintenance 21,271 31,929 37,852 3,785

Depreciation, depletion and amortization 10,348 3,963 5,718 4,833

Amortization of nuclear fuel 7,853 - - - Decommissioning 1,214 1,625 - -

Total operating expenses 40,686 37,517 43,570 8,618

Operating income (loss) 802 5,037 5,646 1,553

Non operating revenues (expenses)

Investment income and other income 778 598 249 1,864

Derivative gain (loss) - - - - Debt expense (179) (2,427) (6,876) (7,907)

Net non operating revenues (expenses) 599 (1,829) (6,627) (6,043)

Change in net position 1,401 3,208 (981) (4,490)

Net position - beginning of year 240,889 27,446 (36,132) (15,908)

Transfers from (to) other funds - - - -

Net contributions /(withdrawals) by participants - - - -

Net position - end of period 242,290$ 30,654$ (37,113)$ (20,398)$

21

GENERATION


35


Operating revenues

Sales of electric energy

Sales of transmission services

Sales of natural gasInterproject Revenues

Total operating revenues

Operating expenses

Operations and maintenance

Depreciation, depletion and amortization

Amortization of nuclear fuelDecommissioning

Total operating expenses

Operating income (loss)


Investment income and other income

Derivative gain (loss)Debt expense

Net non operating revenues (expenses)

Change in net position

Net position - beginning of year

Transfers from (to) other funds

Net contributions /(withdrawals) by participants

Net position - end of period


Tieton Hydropower



Project


ProjectLinden Wind

Energy Project

1,240$ 2,304$ 15,995$ 7,961$ 43,160$ 8,430$

- - - - - -

- - - - - - - - - - - -

1,240 2,304 15,995 7,961 43,160 8,430

1,591 660 7,366 1,563 24,886 3,773

- 733 5,669 4,322 13,686 2,907

- - - - - - - - - - - -

1,591 1,393 13,035 5,885 38,572 6,680

(351) 911 2,960 2,076 4,588 1,750

34 5 860 51 (30) 351

- - - - - - 486 (1,262) (4,636) (2,745) (8,226) (2,828)

520 (1,257) (3,776) (2,694) (8,256) (2,477)

169 (346) (816) (618) (3,668) (727)

1,311 (3,141) (12,509) (2,416) (20,115) (3,613)

- - - - - -

- - - - - -

1,480$ (3,487)$ (13,325)$ (3,034)$ (23,783)$ (4,340)$

22

GREEN POWER


36


Operating revenues





Operating expenses


















-$ -$ -$

57,832 (2,461) (5,773)

- - - - - -

57,832 (2,461) (5,773)

15,894 477 1,014

11,375 762 2,261

- - - - - -

27,269 1,239 3,275

30,563 (3,700) (9,048)

371 1 8

- - - (24,416) (1,541) (4,846)

(24,045) (1,540) (4,838)

6,518 (5,240) (13,886)

(364,603) 4,174 (2,090)

- - -

- - -

(358,085)$ (1,066)$ (15,976)$

23

TRANSMISSION


37


Operating revenues





Operating expenses















Pinedale Project

Barnett Project

Prepaid Natural Gas

Project

-$ -$ -$

- - -

5,081 9,974 6,509 - - -

5,081 9,974 6,509

1,941 5,367 212

2,828 2,226 5,659

- - - - - -

4,769 7,593 5,871

312 2,381 638

2 122 3,755

- - - (784) (1,792) (8,311)

(782) (1,670) (4,556)

(470) 711 (3,918)

6,137 19,878 (34,687)

- - -

- - -

5,667$ 20,589$ (38,605)$

24

NATURAL GAS


38


Operating revenues





Operating expenses















Ormat Geothermal

Energy Project

MWD Small Hydro

ProjectPebble Spring

Project

Ameresco Chiquita

Landfill Gas Project

Don A. Campbell Wild Rose Geothermal Energy Project

3,534$ 1,783$ 11,865$ 1,509$ 1,763$

- - - - -

- - - - - - - - - -

3,534 1,783 11,865 1,509 1,763

3,537 1,784 11,867 1,509 1,763

- - - - -

- - - - - - - - - -

3,537 1,784 11,867 1,509 1,763

(3) (1) (2) - -

3 1 3 - -

- - - - - - - - - -

3 1 3 - -

- - 1 - -

- - - - -

- - - - -

- - - - -

-$ -$ 1$ -$ -$

25



39


Operating revenues





Operating expenses















Multiple Project Fund

Project Development

Fund


Fund

SCPPA Building

Fund Total

Combined

-$ -$ -$ -$ 242,973$

- - - - 49,598

- - - - 21,564 - - - 59 59

- - - 59 314,194

- - - 59 180,100

- - - 56 77,346

- - - - 7,853 - - - - 2,839

- - - 115 268,138

- - - (56) 46,056

- - 796 - 9,822

- - - - - - - - - (78,290)

- - 796 - (68,468)

- - 796 (56) (22,412)

- - 127,583 4,264 (63,532) ,

- - - - -

- - 29,141 - 29,141

-$ -$ 157,520$ 4,208$ (56,803)$

26

MISCELLANEOUS


40


Palo Verde Project

San Juan Project



Operating revenues

Sales of electric energy 40,104$ 61,031$ 37,751$ 10,687$

Sales of transmission services - - - -

Sales of natural gas - - - - Interproject Revenues - - - -

Total operating revenues 40,104 61,031 37,751 10,687

Operating expenses

Operations and maintenance 20,854 38,821 28,108 4,465

Depreciation, depletion and amortization 10,285 3,477 5,466 4,632

Amortization of nuclear fuel 8,147 - - - Decommissioning 1,214 772 - -

Total operating expenses 40,500 43,070 33,574 9,097

Operating income (loss) (396) 17,961 4,177 1,590


Investment income and other income 872 635 323 2,109

Derivative gain (loss) - - - - Debt expense (1,166) (2,695) (7,134) (7,907)

Net non operating revenues (expenses) (294) (2,060) (6,811) (5,798)

Change in net position (690) 15,901 (2,634) (4,208)

Net position - beginning of year 247,077 6,226 (44,554) (6,803)

Transfers from (to) other funds - - - -

Net contributions /(withdrawals) by participants - - - -

Net position - end of period 246,387$ 22,127$ (47,188)$ (11,011)$

27

GENERATION


41


Operating revenues





Operating expenses
















Tieton Hydropower



Project


ProjectLinden Wind

Energy Project

1,301$ 2,447$ 20,008$ 9,212$ 41,375$ 8,990$

- - - - - -

- - - - - - - - - - - - -

- 1,301 2,447 20,008 9,212 41,375 8,990

1,655 807 10,818 2,809 23,095 4,369

- 733 5,669 4,322 13,686 2,907

- - - - - - - - - - - -

1,655 1,540 16,487 7,131 36,781 7,276

(354) 907 3,521 2,081 4,594 1,714

9 (3) 118 16 115 434

- - - - - - 522 (1,275) (4,717) (2,768) (8,315) (2,847)

531 (1,278) (4,599) (2,752) (8,200) (2,413)

177 (371) (1,078) (671) (3,606) (699)

1,031 (2,265) (9,899) (1,040) (12,674) (2,180)

- - - - - -

- - - - - -

1,208$ (2,636)$ (10,977)$ (1,711)$ (16,280)$ (2,879)$

28

GREEN POWER


42


Operating revenues





Operating expenses


















-$ -$ -$

48,753 1,674 4,535

- - - - - -

48,753 1,674 4,535

10,594 598 1,159

11,373 761 2,261

- - - - - -

21,967 1,359 3,420

26,786 315 1,115

334 255 1,009

530 5,498 18,374 (22,373) (2,269) (6,762)

(21,509) 3,484 12,621

5,277 3,799 13,736

(407,074) 1,255 (10,775)

- - -

- - -

(401,797)$ 5,054$ 2,961$

29

TRANSMISSION


43


Operating revenues





Operating expenses















Pinedale Project

Barnett Project

Prepaid Natural Gas

Project

-$ -$ -$

- - -

5,414 9,504 10,240 - - -

5,414 9,504 10,240

2,090 3,855 199

3,065 1,614 6,039

- - - - - -

5,155 5,469 6,238

259 4,035 4,002

2 35 413

- - - (840) (1,914) (8,421)

(838) (1,879) (8,008)

(579) 2,156 (4,006)

7,163 17,338 (26,407)

- - -

- - -

6,584$ 19,494$ (30,413)$

30

NATURAL GAS


44


Operating revenues





Operating expenses















Ormat Geothermal

Energy Project

MWD Small Hydro


Project


Project

3,397$ 1,494$ 10,827$ 1,520$

- - - -

- - - - - - - -

3,397 1,494 10,827 1,520

3,400 1,494 10,828 1,520

- - - -

- - - - - - - -

3,400 1,494 10,828 1,520

(3) - (1) -

3 - 1 -

- - - - - - - -

3 - 1 -

- - - -

- - 1 -

- - - -

- - - -

-$ -$ 1$ -$

31



45


Operating revenues





Operating expenses
















Project Development

Fund


Fund

SCPPA Building

Fund Total

Combined

-$ -$ -$ -$ 250,144$

- - - - 54,962

- - - - 25,158 - - - 161 161

- - - 161 330,425

- - - 161 171,699

- - - 56 76,346

- - - - 8,147 - - - - 1,986

- - - 217 258,178

- - - (56) 72,247

1,407 - 322 - 8,409

- - - - 24,402 (1,103) - - - (81,984)

304 - 322 - (49,173)

304 - 322 (56) 23,074

(2,516) - 112,419 4,369 (129,308)

- - - - -

- - 13,830 21 13,851

(2,212)$ -$ 126,571$ 4,334$ (92,383)$

32

MISCELLANEOUS


46

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITYCombining Statements of Cash Flows For Six Months Ended December 31, 2013($ in thousands)

Palo Verde Project

San Juan Project



Cash flows from operating activitiesReceipts from participants 37,328$ 42,850$ 25,614$ 8,551$ Receipts from sale of oil and gas - - - - Payments to operating managers (15,843) (30,925) (12,890) (1,382) Other receipts 3,817 - - -

Net cash flow from operating activities 25,302 11,925 12,724 7,169

Cash flows from noncapital financing activitiesAdvances from participants - - - -

Cash flows from capital and relatedfinancing activities

Additions to plant, net/Prepaid Natural Gas/Wind Energy (15,018) (1,184) (547) (104) Debt interest payments/ subsidy received (140) (2,546) (6,183) (6,527) Proceeds from sale of bonds/notes - - - - Payment for defeasance of revenue bonds - - - Transfer of funds from/to escrow/to Reclamation Fund - (460) - - Principal payments on debt (10,980) - (15,605) - Payment of bond issue costs - - - -

Net cash provided by (used for) capital and related financing activities (26,138) (4,190) (22,335) (6,631)

Cash flows from investing activitiesInterest received on investments 134 585 328 151 Purchases of investments (6,397) (14,990) (20,993) (10,670) Proceeds from sale/maturity of

investments 5,000 18,524 27,920 13,900

Net cash provided by (used for)investing activities (1,263) 4,119 7,255 3,381

Net increase (decrease) in cashand cash equivalents (2,099) 11,854 (2,356) 3,919

Cash and cash equivalents at beginning of year 24,335 17,333 35,047 9,383

Cash and cash equivalents, end of period 22,236$ 29,187$ 32,691$ 13,302$

Reconciliation of operating income (loss) tonet cash provided by operating activities

Operating income (loss) 802$ 5,037$ 5,646$ 1,553$ Adjustments to reconcile operating

income to net cash provided (used)by operating activities:

Depreciation/depletion and amortization 10,348 3,963 5,718 4,833 Decommissioning 1,214 1,625 - - Advances for capacity and

energy - - - - Amortization of nuclear fuel 7,853 - - - Changes in assets and liabilities:Accounts receivable 25 (327) (811) 1,031 Accounts payable and accruals 4,816 2,144 1,120 (246) Other 244 (517) 1,051 (2)

Net cash provided by operating

activities 25,302$ 11,925$ 12,724$ 7,169$

Cash and cash equivalents as stated in the

Combined Statements of Net Position

Cash/cash equivalents - restricted 16,439$ 26,026$ 28,394$ 11,750$ Cash/cash equivalents - unrestricted 5,797 3,161 4,297 1,552

22,236$ 29,187$ 32,691$ 13,302$

33

GENERATION

These unaudited financial statements should be read in conjunction to the notes tothe audited financial statements for the fiscal year ended June 30, 2013

47


Cash flows from operating activitiesReceipts from participantsReceipts from sale of oil and gasPayments to operating managersOther receipts

Net cash flow from operating activities

Cash flows from noncapital financing activitiesAdvances from participants


Additions to plant, net/Prepaid Natural Gas/Wind EnergyDebt interest payments/ subsidy receivedProceeds from sale of bonds/notesPayment for defeasance of revenue bondsTransfer of funds from/to escrow/to Reclamation FundPrincipal payments on debtPayment of bond issue costs

Net cash provided by (used for) capital and related financing activities

Cash flows from investing activitiesInterest received on investmentsPurchases of investmentsProceeds from sale/maturity of

investments

Net cash provided by (used for)investing activities

Net increase (decrease) in cashand cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents, end of period


Operating income (loss)Adjustments to reconcile operating


Depreciation/depletion and amortizationDecommissioningAdvances for capacity and

energyAmortization of nuclear fuel Changes in assets and liabilities:Accounts receivableAccounts payable and accrualsOther


activities



Cash/cash equivalents - restrictedCash/cash equivalents - unrestricted


Tieton Hydropower



Project


ProjectLinden Wind

Project

1,269$ 2,042$ 17,110$ 10,675$ 38,508$ 9,088$ - - - - - -

(134) (621) (7,090) (2,832) (18,098) (5,630) - - - - - -

1,135 1,421 10,020 7,843 20,410 3,458

- - - - - -

- - - - - - (247) (1,284) (5,370) (3,898) (11,597) (2,964)

- - - - - - - - - - - - - - - - - -

(1,755) (790) (8,135) (5,065) (17,850) (3,425) - - - - - -

(2,002) (2,074) (13,505) (8,963) (29,447) (6,389)

13 35 164 26 115 14 - - (10,946) (3,998) (17,690) (2,633)

1,300 500 19,143 14,100 27,073 8,700

1,313 535 8,361 10,128 9,498 6,081

446 (118) 4,876 9,008 461 3,150 881 2,729 12,039 6,746 17,369 5,270

1,327$ 2,611$ 16,915$ 15,754$ 17,830$ 8,420$

(351)$ 911$ 2,960$ 2,076$ 4,588$ 1,750$

- - 733 5,669 4,322 13,686 2,907 - - - - - -

1,452 - - - - - - - - - - -

8 - - (835) (2,179) - 28 (260) 749 2,283 1,657 (1,117) (2) 37 642 (3) 2,658 (82)

1,135$ 1,421$ 10,020$ 7,843$ 20,410$ 3,458$

563$ 2,089$ 6,373$ 5,364$ 10,834$ 4,545$ 764 522 10,542 10,390 6,996 3,875

1,327$ 2,611$ 16,915$ 15,754$ 17,830$ 8,420$

34

GREEN POWER


48









investments











activities







54,989$ 4,338$ 12,920$

- - - (19,289) (518) (906)

- - - 35,700 3,820 12,014

- - -

(91) - - (15,721) (1,003) (3,473)

- - - - - - - 350 1,200

(49,130) (6,505) (17,820) (215) - -

(65,157) (7,158) (20,093)

408 204 838 (37,251) (499) (11,394)

- 47,205 5,869 29,686

10,362 5,574 19,130

(19,095) 2,236 11,051 36,387 1,659 4,466

17,292$ 3,895$ 15,517$

30,563$ (3,700)$ (9,048)$

11,375 762 2,261 - - -

- - - - - -

(3,467) 138 95 (2,767) 225 342

(4) 6,395 18,364

35,700$ 3,820$ 12,014$

16,021$ 1,694$ 10,814$ 1,271 2,201 4,703

17,292$ 3,895$ 15,517$

35

TRANSMISSION


49









investments











activities




Pinedale Project

Barnett Project

Prepaid Natural Gas

Project

2,513$ 5,016$ 5,335$ 1,604 2,774 5,949

(1,963) (3,242) (1,054) - - 4,243

2,154 4,548 14,473

1,015 405 -

(565) (337) - (794) (1,867) (8,079)

- - - - - - - - -

(2,253) (5,302) (4,065) - - -

(3,612) (7,506) (12,144)

1 132 354 - (5,000) (16,653)

600 11,200 17,046

601 6,332 747

158 3,779 3,076 15,483 8,463 5,950

15,641$ 12,242$ 9,026$

312$ 2,381$ 638$

2,828 2,226 5,659 - - -

- - - - - -

20 418 22 276 (88) 4,757

(1,282) (389) 3,397

2,154$ 4,548$ 14,473$

8,205$ 7,522$ 8,968$ 7,436 4,720 58

15,641$ 12,242$ 9,026$

36

NATURAL GAS


50









investments











activities




Ormat Geothermal

Energy Project

MWD Small Hydro


Project

Ameresco Chiquita


Don A. Campbell Wild Rose Geothermal Energy Project

4,740$ 1,806$ 12,140$ 2,211$ 1,205$ - - - -

(3,491) (1,500) (12,093) (1,547) - - - - - -

1,249 306 47 664 1,205

- - - - -

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

- - - - -

3 1 4 - - - - - - -

- - - - -

3 1 4 - -

1,252 307 51 664 1,205 5,386 1,993 7,713 2,284 -

6,638$ 2,300$ 7,764$ 2,948$ 1,205$

(3)$ (1)$ (2)$ -$ -$

- - - - - - - - - -

- - - - - - - - - -

- - - - (558) 1,249 305 50 472 1,763

3 2 (1) 192 -

1,249$ 306$ 47$ 664$ 1,205$

-$ -$ -$ -$ -$ 6,638 2,300 7,764 2,948 1,205

6,638$ 2,300$ 7,764$ 2,948$ 1,205$

37



51









investments











activities





Project Development

Fund


Fund

SCPPA Building

Fund Total Combined

-$ -$ -$ -$ 300,248$ - - - - 10,327 - - - - (141,048) - - - - 8,060 - - - - 177,587

- - 29,140 - 30,560

- - - - (17,846) (1,367) - - - (73,060)

- - - - - - - - - -

(795) - - - 295 (12,900) - - - (161,580)

- - - - (215)

(15,062) - - - (252,406)

3,283 - 579 - 7,372 (943) - (45,503) - (205,560)

12,722 - 33,200 - 293,688

15,062 - (11,724) - 95,500

- - 17,416 - 51,241 - 154 9,813 46 230,929

-$ 154$ 27,229$ 46$ 282,170$

-$ -$ -$ (56)$ 46,056$

- - - 56 77,346 - - - - 2,839

- - - - 1,452 - - - - 7,853

- - - - (6,420) - - - - 17,758 - - - - 30,703

-$ -$ -$ -$ 177,587$

-$ 154$ 27,229$ 46$ 193,030$ - - - - 89,140

-$ 154$ 27,229$ 46$ 282,170$

38

MISCELLANEOUS


52


Palo Verde Project

San Juan Project



Cash flows from operating activitiesReceipts from participants 30,932$ 48,152$ 23,389$ 7,281$ Receipts from sale of oil and gas - - - - Payments to operating managers (19,523) (30,301) (12,681) (1,440) Other receipts 3,817 - - -

Net cash flow from operating activities 15,226 17,851 10,708 5,841

Cash flows from noncapital financing activitiesAdvances from participants - - - -


Additions to plant, net/Prepaid Natural Gas/Wind Energy (10,450) (12,516) (720) (256) Debt interest payments/ subsidy received (478) (2,904) (6,449) (6,385) Proceeds from sale of bonds/notes - - - - Payment for defeasance of revenue bonds - - - Transfer of funds from/to escrow/to Reclamation Fund - (1,930) - - Principal payments on debt (10,660) - (9,780) - Payment of bond issue costs - - (1) -

Net cash provided by (used for) capital and related financing activities (21,588) (17,350) (16,950) (6,641)

Cash flows from investing activitiesInterest received on investments 144 643 420 166 Purchases of investments (19,500) (20,215) (33,477) (20,043) Proceeds from sale/maturity of

investments 19,230 20,545 29,530 18,109

Net cash provided by (used for)investing activities (126) 973 (3,527) (1,768)

Net increase (decrease) in cashand cash equivalents (6,488) 1,474 (9,769) (2,568)

Cash and cash equivalents at beginning of year 29,001 18,791 42,859 17,039

Cash and cash equivalents, end of period 22,513$ 20,265$ 33,090$ 14,471$


Operating income (loss) (396)$ 17,961$ 4,177$ 1,590$ Adjustments to reconcile operating


Depreciation/depletion and amortization 10,285 3,477 5,466 4,632 Decommissioning 1,214 772 - - Advances for capacity and

energy - - - - Amortization of nuclear fuel 8,147 - - - Changes in assets and liabilities:Accounts receivable 510 (11,867) (87) (333) Accounts payable and accruals (4,100) 8,002 (315) (46) Other (434) (494) 1,467 (2)


activities 15,226$ 17,851$ 10,708$ 5,841$



Cash/cash equivalents - restricted 12,199$ 17,790$ 25,106$ 14,013$ Cash/cash equivalents - unrestricted 10,314 2,475 7,984 458

22,513$ 20,265$ 33,090$ 14,471$

39

GENERATION


53









investments











activities





Tieton Hydropower



Project


ProjectLinden Wind

Project

1,251$ 2,100$ 16,900$ 10,575$ 42,926$ 8,404$ - - - - - -

(166) (547) (10,883) (2,953) (19,566) (4,609) - - - - - (3)

1,085 1,553 6,017 7,622 23,360 3,792

- - - - - -

- - - - - - (290) (1,292) (5,507) (3,941) (11,902) (2,967)

- - - - - - - - - - - - - - - - - -

(1,670) (775) (7,860) (4,235) (17,240) (3,360) - - - - - -

(1,960) (2,067) (13,367) (8,176) (29,142) (6,327)

16 35 235 26 92 28 (1,700) (5,495) (21,612) (5,136) (13,247) (4,157)

3,560 5,007 28,815 - 15,760 2,325

1,876 (453) 7,438 (5,110) 2,605 (1,804)

1,001 (967) 88 (5,664) (3,177) (4,339) 298 3,187 20,226 17,119 28,446 11,397

1,299$ 2,220$ 20,314$ 11,455$ 25,269$ 7,058$

(354)$ 907$ 3,521$ 2,081$ 4,594$ 1,714$

- 733 5,669 4,322 13,686 2,907 - - - - - -

1,494 - - - - - - - - - - -

(45) - - 708 1,328 (8) (240) (3,172) 513 1,063 (748) (2) 153 (1) (2) 2,689 (81)

1,085$ 1,553$ 6,017$ 7,622$ 23,360$ 3,792$

562$ 1,588$ 12,790$ 4,320$ 19,032$ 3,434$ 737 632 7,524 7,135 6,237 3,624

1,299$ 2,220$ 20,314$ 11,455$ 25,269$ 7,058$

40

GREEN POWER


54









investments











activities







51,123$ 1,388$ 3,982$

- - - (8,463) (715) (1,025)

6 - 20 42,666 673 2,977

- - -

(1,048) - - (18,318) (861) (2,683)

4,030 33,965 112,651 - (29,947) (99,574) - 552 422

(56,970) (5,530) (15,230) - (5,766) (19,137)

(72,306) (7,587) (23,551)

453 221 897 (44,082) (609) (2,821)

39,790 4,400 13,936

(3,839) 4,012 12,012

(33,479) (2,902) (8,562) 52,386 4,475 11,817

18,907$ 1,573$ 3,255$

26,786$ 315$ 1,115$

11,373 761 2,261 - - -

- - - - - -

2,113 (168) (395) 2,391 (212) 51

3 (23) (55)

42,666$ 673$ 2,977$

17,724$ 1,455$ 2,859$ 1,183 118 396

18,907$ 1,573$ 3,255$

41

TRANSMISSION


55









investments











activities




Pinedale Project

Barnett Project

Prepaid Natural Gas

Project

2,476$ 5,481$ 4,501$ 1,793 1,819 -

(2,068) (1,899) (648) - - 8,824

2,201 5,401 12,677

(13,050) 5 -

(1,679) (2,915) - (846) (1,990) (8,199)

- - - - - - - - -

(2,549) (6,016) (4,805) - - -

(5,074) (10,921) (13,004)

5 115 422 - (24,472) (13,217)

- 13,997 13,943

5 (10,360) 1,148

(15,918) (15,875) 821 33,358 25,801 6,480

17,440$ 9,926$ 7,301$

259$ 4,035$ 4,002$

3,065 1,614 6,039 - - -

- - - - - -

(68) (420) 425 190 463 2,214

(1,245) (291) (3)

2,201$ 5,401$ 12,677$

11,456$ 6,844$ 6,907$ 5,984 3,082 394

17,440$ 9,926$ 7,301$

42

NATURAL GAS


56









investments











activities




Ormat Geothermal

Energy Project

MWD Small Hydro


Project

Ameresco Chiquita


5,302$ 1,735$ 12,866$ 2,788$ - - -

(5,063) (1,125) (12,214) (4,018) - - - -

239 610 652 (1,230)

- - - -

- - - - - - - - - - - - - - - - - - - - - - - - - - - -

- - - -

3 1 1 - - - -

- - - -

3 1 - 1

242 611 652 (1,229) 4,052 946 5,319 3,734

4,294$ 1,557$ 5,971$ 2,505$

(3)$ -$ (1)$ -$

- - - - - - - -

- - - - - - - -

- - - - 242 610 653 (1,230)

- - - -

239$ 610$ 652$ (1,230)$

-$ -$ -$ -$ 4,294 1,557 5,971 2,505

4,294$ 1,557$ 5,971$ 2,505$

43



57









investments











activities





Project Development

Fund


Fund

SCPPA Building

Fund Total Combined

-$ -$ -$ -$ 283,552$ - - - - 3,612 - - - - (139,907) - - - - 12,664 - - - - 159,921

- 33 13,830 - 818

- - - (206) (29,790) (901) - - - (75,913)

- - - - 150,646 - - - - (129,521)

(795) - - - (1,751) (12,900) - - - (159,580)

- - - - (24,904)

(14,596) - - (206) (270,813)

1,874 - 611 - 6,408 - - (50,895) - (280,678)

12,722 - 39,935 - 281,604

14,596 - (10,349) - 7,334

- 33 3,481 (206) (102,740) - 24 11,528 231 348,514

-$ 57$ 15,009$ 25$ 245,774$

-$ -$ -$ (56)$ 72,247$

- - - 56 76,346 - - - - 1,986

- - - - 1,494 - - - - 8,147

- - - - (8,299) - - - - 6,321 - - - - 1,679

-$ -$ -$ -$ 159,921$

-$ 57$ 15,009$ 25$ 173,170$ - - - - 72,604

-$ 57$ 15,009$ 25$ 245,774$

44

MISCELLANEOUS


58

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY Board of Directors Meeting

AGENDA ITEM STAFF REPORT

MEETING DATE: March 20, 2014 RESOLUTION NUMBER: 2014-018 CONSENT X DISCUSSION RENEWAL NEW X Place an X in box next to the appropriate consideration(s) above.

FROM: METHOD OF SELECTION: Finance Competitive Energy Systems X Cooperative Purchase Program Development Sole Source X Regulatory/Legislative Single Source Project Administration Other Legal If other, please describe: Place an X in box next to the appropriate consideration(s) above.

Approved By Executive Director:

INITIAL MEMBER PARTICIPANTS: Anaheim X

Colton X LADWP X Azusa X Cerritos X Pasadena X Banning X Glendale X Riverside X Burbank X IID X Vernon

X Place an X in box next to the applicable Member(s) shown above.

SUBJECT: Training course focused on power quality and harmonics. RECOMMENDATION: Approve a new agreement with the AVO Training Institute (AVO) to provide training to the members. BACKGROUND: Certain members have a need to train their staff on recognizing and understanding issues that can come up with power quality and harmonics in the equipment they oversee and maintain. Several members have taken this course in the past through AVO and found it to be one of the better and more practical courses that would be valuable and beneficial to the members. FISCAL IMPACT: The total estimated cost for the 3 ½ day course is approximately $15,400 for 12 people maximum. The estimated cost per person is approximately $1,280. This is a cost savings of 40% by attending the class locally at SCPPA versus attending the course directly through AVO out-of-state.

59

RESOLUTION NO. 2014-018

RESOLUTION OF THE BOARD OF DIRECTORS OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AGREEMENT WITH AVO TRAINING INSTITUTE (AVO), AND PROVIDING FOR ADDITIONAL CONTRIBUTIONS TO THE AUTHORITY’S REVOLVING GENERAL FUND, AND TAKING CERTAIN RELATED ACTION (RESTRUCTURING)

WHEREAS, the Southern California Public Power Authority (“SCPPA” or “the Authority”) owns interests in various generation and transmission projects, the output or services of which has been sold to Members of the Authority (Members); and WHEREAS, certain SCPPA member utilities (“Members”) are engaged in the generation, transmission, and distribution of electrical energy to retail customers, including assisting such customers with the efficient use of said energy; and

WHEREAS, certain Members have a need for training on power quality and harmonics (“Services”); and WHEREAS, AVO is well qualified to provide such Services; and

WHEREAS, the Authority is willing and able to (i) retain AVO to provide the Services and (ii) bill all expenses and costs for the Services including costs for retaining AVO to the Members receiving said Services; and WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1990-15, established a revolving general fund (the General Fund) for the payment of costs and expenses incurred by the Authority from time to time in carrying out its purposes; and WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1992-1, provided for the continuation of the General Fund and established a procedure to be followed with respect to additional contributions to the General Fund; and WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1995-2, provided for a separate bank account (the Joint Planning Account) to hold and disburse the additional contributions to the General Fund with respect to joint planning matters; and WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1995-13, changed the name of the Joint Planning Account to the Restructuring Account; and WHEREAS, the Board of Directors of the Authority wishes to provide for additional contributions to the General Fund, and certain Members of the Authority are willing to make such additional contributions.

60

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Authority as follows: 1. The Executive Director is authorized and directed to retain AVO at the request of

Member(s) of the Authority, provided that such Member(s) agree, in writing, to bear all costs and expenses associated with Services provided to Member(s), respectively.

2. The Board of Directors hereby provides for additional contributions to the General Fund.

Notwithstanding anything to the contrary in Resolution No. 1992-1, such additional contributions:

a) shall be solely for the purpose of paying costs and expenses incurred by the Authority

with respect to Services provided by AVO, and pending application for such purpose the contributions shall not be expended to pay costs or expenses properly allocable to one or more projects as provided in Section 3 of Resolution No. 1992-1;

b) with respect to each invoice SCPPA receives from AVO, each such invoice shall be

billed to the Members that have received services from AVO with respect to such invoice, with the amount of each such Member’s bill to be based upon the services performed by AVO for the benefit of such Member; and

c) such invoice shall be billed and collected by adding the amounts provided above to

the Authority’s Hoover Uprating Project billings to Anaheim (if applicable), and to the Authority’s Palo Verde Project billings to the other applicable Members, with such amounts designated as “Resolution No. 2014-018 Charge.”

3. Although the amounts to be contributed under this Resolution and related income shall

constitute part of the General Fund, they shall be held and accounted for in a separate subaccount within the existing Restructuring Account. The Executive Director of the Authority is hereby directed to establish a subaccount (the AVO Subaccount) within the Restructuring Account for the purpose of holding contributions and related income, and making disbursements, under this Resolution. The President, Vice President, Secretary, any Assistant Secretary and the Executive Director of the Authority are each authorized to execute checks drawn on the Restructuring Account from time to time.

4. Amounts contributed to and held in the General Fund and the AVO Subaccount pursuant to this Resolution will not be contributed or held for the purposes of any project for which the Authority has obtained any form of external financing. Such amounts shall not constitute (a) Revenues, or (b) revenues, income, rents or receipts derived by the Authority from or attributable to Authority Capacity (or to the payment of the costs thereof) or the ownership or operation of any Project. As used herein, “Revenues”, “Authority Capacity” and “Project” shall have the respective meanings set forth in the indentures of trust and other instruments governing the external financing arrangements entered into from time to time by the Authority.

5. The President, Vice President, Secretary, any Assistant Secretary, Executive Director and any other officer of the Authority are each hereby authorized to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and

61

things necessary or proper for carrying out the transactions contemplated by this Resolution.

6. This Resolution shall become effective immediately.

THE FOREGOING RESOLUTION is approved and adopted by the Authority this 20th day of March, 2014.

PRESIDENT


ATTEST: ASSISTANT SECRETARY Southern California Public Power Authority

62




FROM: METHOD OF SELECTION: Finance Competitive Energy Systems X Cooperative Purchase Program Development Sole Source Regulatory/Legislative Single Source X Project Administration Other Legal If other, please describe: Place an X in box next to the appropriate consideration(s) above.


INITIAL MEMBER PARTICIPANTS: Anaheim

Colton LADWP X Azusa Cerritos Pasadena Banning Glendale X Riverside Burbank X IID Vernon

Place an X in box next to the applicable Member(s) shown above.

SUBJECT: Training course focused on GE’s Positive Sequence Load Flow software (PSLF) Fundamentals & Mechanics of Steady-State Analysis. RECOMMENDATION: Approve a new agreement with General Electric International Incorporated (GE) through their Energy Consulting department to provide training for the members. BACKGROUND: Certain members have a need for training on GE software to ensure that their staff are kept up-to-date on the product and obtain the training they need to use it effectively. Several members have taken the course in the past and considered it a valuable course that could be beneficial to others if it is hosted at the SCPPA office. FISCAL IMPACT: The total estimated cost for the 4-day course is approximately $27,000 for 10 people. If there are enough attendees, then the estimated cost per person is approximately $2,700. This is approximately a 25% cost savings compared to a member taking the course directly through GE.

63


RESOLUTION OF THE BOARD OF DIRECTORS OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AGREEMENT WITH GENERAL ELECTRIC INTERNATIONAL, INC. (GE) THROUGH THE GE ENERGY CONSULTING DEPARTMENT, AND PROVIDING FOR ADDITIONAL CONTRIBUTIONS TO THE AUTHORITY’S REVOLVING GENERAL FUND, AND TAKING CERTAIN RELATED ACTION (RESTRUCTURING)


WHEREAS, certain Members have a need for training focused on GE’s Positive Sequence Load Flow software (PSLF) Fundamentals & Mechanics of Steady-State Analysis (“Services”); and WHEREAS, GE Energy Consulting is well qualified to provide such Services; and

WHEREAS, the Authority is willing and able to (i) retain GE Energy Consulting to provide the Services and (ii) bill all expenses and costs for the Services including costs for retaining GE Energy Consulting to the Members receiving said Services; and WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1990-15, established a revolving general fund (the General Fund) for the payment of costs and expenses incurred by the Authority from time to time in carrying out its purposes; and WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1992-1, provided for the continuation of the General Fund and established a procedure to be followed with respect to additional contributions to the General Fund; and WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1995-2, provided for a separate bank account (the Joint Planning Account) to hold and disburse the additional contributions to the General Fund with respect to joint planning matters; and WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1995-13, changed the name of the Joint Planning Account to the Restructuring Account; and

64

WHEREAS, the Board of Directors of the Authority wishes to provide for additional contributions to the General Fund, and certain Members of the Authority are willing to make such additional contributions. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Authority as follows: 1. The Executive Director is authorized and directed to retain GE Energy Consulting at the

request of Member(s) of the Authority, provided that such Member(s) agree, in writing, to bear all costs and expenses associated with Services provided to Member(s), respectively.




with respect to Services provided by GE Energy Consulting, and pending application for such purpose the contributions shall not be expended to pay costs or expenses properly allocable to one or more projects as provided in Section 3 of Resolution No. 1992-1;

b) with respect to each invoice SCPPA receives from GE Energy Consulting, each such

invoice shall be billed to the Members that have received services from GE Energy Consulting with respect to such invoice, with the amount of each such Member’s bill to be based upon the services performed by GE Energy Consulting for the benefit of such Member; and




constitute part of the General Fund, they shall be held and accounted for in a separate subaccount within the existing Restructuring Account. The Executive Director of the Authority is hereby directed to establish a subaccount (the GE Energy Consulting Subaccount) within the Restructuring Account for the purpose of holding contributions and related income, and making disbursements, under this Resolution. The President, Vice President, Secretary, any Assistant Secretary and the Executive Director of the Authority are each authorized to execute checks drawn on the Restructuring Account from time to time.

4. Amounts contributed to and held in the General Fund and the GE Energy Consulting Subaccount pursuant to this Resolution will not be contributed or held for the purposes of any project for which the Authority has obtained any form of external financing. Such amounts shall not constitute (a) Revenues, or (b) revenues, income, rents or receipts derived by the Authority from or attributable to Authority Capacity (or to the payment of

65

the costs thereof) or the ownership or operation of any Project. As used herein, “Revenues”, “Authority Capacity” and “Project” shall have the respective meanings set forth in the indentures of trust and other instruments governing the external financing arrangements entered into from time to time by the Authority.

5. The President, Vice President, Secretary, any Assistant Secretary, Executive Director and any other officer of the Authority are each hereby authorized to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by this Resolution.



PRESIDENT



66




FROM: METHOD OF SELECTION: Finance Competitive Energy Systems X Cooperative Purchase Program Development Sole Source Regulatory/Legislative Single Source X Project Administration Other Legal If other, please describe: Place an X in box next to the appropriate consideration(s) above.



Colton LADWP X Azusa Cerritos Pasadena X Banning Glendale X Riverside Burbank X IID X Vernon


SUBJECT: Training course focused on the GE LM6000 aeroderivative engine familiarization. RECOMMENDATION: Approve a new agreement with General Electric International Incorporated (GE) through their Energy Learning Center to provide training for the members. BACKGROUND: Members have a need to train new staff on the GE LM600 gas turbines at their power plants. Several members have taken the course directly through GE and at SCPPA, which they consider to be a valuable and beneficial course in an employee’s professional development in being able to work effectively, understand, maintain and operate this particular gas turbine. FISCAL IMPACT: The total estimated cost for the 3-day course is approximately $8000 for 15 people. The estimated cost per person is approximately $560. Compared to taking the course directly through GE, a member would save approximately 40% and be able to send more attendees to the training due to it being local instead of out-of-state.

67


RESOLUTION OF THE BOARD OF DIRECTORS OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AGREEMENT WITH GENERAL ELECTRIC INTERNATIONAL, INC. (GE) THROUGH THE GE ENERGY LEARNING CENTER, AND PROVIDING FOR ADDITIONAL CONTRIBUTIONS TO THE AUTHORITY’S REVOLVING GENERAL FUND, AND TAKING CERTAIN RELATED ACTION (RESTRUCTURING)


WHEREAS, certain Members have a need for on-site education and training relating to aeroderivative engine familiarization and controls of the GE LM6000 aeroderivative gas turbine (“Services”); and WHEREAS, GE Energy Learning Center is well qualified to provide such Services; and

WHEREAS, the Authority is willing and able to (i) retain GE Energy Learning Center to provide the Services and (ii) bill all expenses and costs for the Services including costs for retaining GE Energy Learning Center to the Members receiving said Services; and WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1990-15, established a revolving general fund (the General Fund) for the payment of costs and expenses incurred by the Authority from time to time in carrying out its purposes; and WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1992-1, provided for the continuation of the General Fund and established a procedure to be followed with respect to additional contributions to the General Fund; and WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1995-2, provided for a separate bank account (the Joint Planning Account) to hold and disburse the additional contributions to the General Fund with respect to joint planning matters; and WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1995-13, changed the name of the Joint Planning Account to the Restructuring Account; and

68

WHEREAS, the Board of Directors of the Authority wishes to provide for additional contributions to the General Fund, and certain Members of the Authority are willing to make such additional contributions. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Authority as follows: 1. The Executive Director is authorized and directed to retain GE Energy Learning Center at

the request of Member(s) of the Authority, provided that such Member(s) agree, in writing, to bear all costs and expenses associated with Services provided to Member(s), respectively.




with respect to Services provided by GE Energy Learning Center, and pending application for such purpose the contributions shall not be expended to pay costs or expenses properly allocable to one or more projects as provided in Section 3 of Resolution No. 1992-1;

b) with respect to each invoice SCPPA receives from GE Energy Learning Center, each

such invoice shall be billed to the Members that have received services from GE Energy Learning Center with respect to such invoice, with the amount of each such Member’s bill to be based upon the services performed by GE Energy Learning Center for the benefit of such Member; and




constitute part of the General Fund, they shall be held and accounted for in a separate subaccount within the existing Restructuring Account. The Executive Director of the Authority is hereby directed to establish a subaccount (the GE Energy Learning Center Subaccount) within the Restructuring Account for the purpose of holding contributions and related income, and making disbursements, under this Resolution. The President, Vice President, Secretary, any Assistant Secretary and the Executive Director of the Authority are each authorized to execute checks drawn on the Restructuring Account from time to time.

4. Amounts contributed to and held in the General Fund and the GE Energy Learning Center Subaccount pursuant to this Resolution will not be contributed or held for the purposes of any project for which the Authority has obtained any form of external financing. Such amounts shall not constitute (a) Revenues, or (b) revenues, income, rents or receipts derived by the Authority from or attributable to Authority Capacity (or to the

69

payment of the costs thereof) or the ownership or operation of any Project. As used herein, “Revenues”, “Authority Capacity” and “Project” shall have the respective meanings set forth in the indentures of trust and other instruments governing the external financing arrangements entered into from time to time by the Authority.




PRESIDENT



70




FROM: METHOD OF SELECTION: Finance Competitive Energy Systems X Cooperative Purchase Program Development Sole Source X Regulatory/Legislative Single Source Project Administration Other Legal If other, please describe: Place an X in box next to the appropriate consideration(s) above.



Colton X LADWP X Azusa X Cerritos X Pasadena X Banning X Glendale X Riverside X Burbank X IID X Vernon


SUBJECT: Training focused on the impacts of FERC Order 764 on Bid-to-Bill Workflow for CAISO MRTU and EIM Market Participants. RECOMMENDATION: Approve a new agreement with Power Costs Inc. (PCI) to provide training for the members. BACKGROUND: On April 1, 2014, CAISO will be implementing the requirements under FERC Order 764, of which, the members need training on the impacts and compliances that will be in effect once it is active. The training that will be hosted at SCPPA is a 2-day course and will address these impacts. PCI offers this course in other venues and comes highly recommended as being qualified to provide this specific training course. FISCAL IMPACT: The total cost for the 2-day course is estimated to be approximately $15,800 for 34 people. The estimated cost per person for the course is approximately $470. This is approximately a 65% savings compared to a member taking the course directly through PCI.

71


RESOLUTION OF THE BOARD OF DIRECTORS OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AGREEMENT WITH POWER COSTS INC. (PCI), AND PROVIDING FOR ADDITIONAL CONTRIBUTIONS TO THE AUTHORITY’S REVOLVING GENERAL FUND, AND TAKING CERTAIN RELATED ACTION (RESTRUCTURING)


WHEREAS, certain Members have a need for training services focused on the impacts of FERC Order 764 on Bid-to-Bill Workflow for CAISO MRTU and EIM Market Participants (“Services”); and WHEREAS, PCI is well qualified to provide such Services; and

WHEREAS, the Authority is willing and able to (i) retain PCI to provide the Services and (ii) bill all expenses and costs for the Services including costs for retaining PCI to the Members receiving said Services; and WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1990-15, established a revolving general fund (the General Fund) for the payment of costs and expenses incurred by the Authority from time to time in carrying out its purposes; and WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1992-1, provided for the continuation of the General Fund and established a procedure to be followed with respect to additional contributions to the General Fund; and WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1995-2, provided for a separate bank account (the Joint Planning Account) to hold and disburse the additional contributions to the General Fund with respect to joint planning matters; and WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1995-13, changed the name of the Joint Planning Account to the Restructuring Account; and WHEREAS, the Board of Directors of the Authority wishes to provide for additional contributions to the General Fund, and certain Members of the Authority are willing to make such additional contributions.

72

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Authority as follows: 1. The Executive Director is authorized and directed to retain PCI at the request of





with respect to Services provided by PCI, and pending application for such purpose the contributions shall not be expended to pay costs or expenses properly allocable to one or more projects as provided in Section 3 of Resolution No. 1992-1;

b) with respect to each invoice SCPPA receives from PCI, each such invoice shall be

billed to the Members that have received services from PCI with respect to such invoice, with the amount of each such Member’s bill to be based upon the services performed by PCI for the benefit of such Member; and




constitute part of the General Fund, they shall be held and accounted for in a separate subaccount within the existing Restructuring Account. The Executive Director of the Authority is hereby directed to establish a subaccount (the PCI Subaccount) within the Restructuring Account for the purpose of holding contributions and related income, and making disbursements, under this Resolution. The President, Vice President, Secretary, any Assistant Secretary and the Executive Director of the Authority are each authorized to execute checks drawn on the Restructuring Account from time to time.

4. Amounts contributed to and held in the General Fund and the PCI Subaccount pursuant to this Resolution will not be contributed or held for the purposes of any project for which the Authority has obtained any form of external financing. Such amounts shall not constitute (a) Revenues, or (b) revenues, income, rents or receipts derived by the Authority from or attributable to Authority Capacity (or to the payment of the costs thereof) or the ownership or operation of any Project. As used herein, “Revenues”, “Authority Capacity” and “Project” shall have the respective meanings set forth in the indentures of trust and other instruments governing the external financing arrangements entered into from time to time by the Authority.

5. The President, Vice President, Secretary, any Assistant Secretary, Executive Director and any other officer of the Authority are each hereby authorized to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and

73

things necessary or proper for carrying out the transactions contemplated by this Resolution.



PRESIDENT



74




FROM: METHOD OF SELECTION: Finance Competitive X Energy Systems X Cooperative Purchase Program Development Sole Source Regulatory/Legislative Single Source Project Administration Other Legal If other, please describe: Place an X in box next to the appropriate consideration(s) above.



Colton LADWP X Azusa Cerritos Pasadena X Banning Glendale X Riverside Burbank X IID Vernon


SUBJECT: Consulting services focused on the professional, technical, and engineering for landfill gas processing. RECOMMENDATION: Approve a new agreement with Venture Engineering & Construction, Inc. (Venture) to provide services for landfill gas processing. BACKGROUND: Glendale Water and Power is reviewing their options of repowering and converting their existing landfill into a renewable product and have made it available to other SCPPA members who are interested in being a participant. FISCAL IMPACT: Glendale will take on the costs upfront and will pay for the services rendered via the Palo Verde billings under the Phase II Renewable Development Agreement. Reimbursements will be made to Glendale, if and when, future participants sign onto a future agreement once the project has progressed further along.

75


RESOLUTION OF THE BOARD OF DIRECTORS OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AGREEMENT WITH VENTURE ENGINEERING & CONSTRUCTION, INC. (VENTURE), AND PROVIDING FOR ADDITIONAL CONTRIBUTIONS TO THE AUTHORITY’S REVOLVING GENERAL FUND, AND TAKING CERTAIN RELATED ACTION (RESTRUCTURING)


WHEREAS, certain Members have a need for professional, technical, and engineering services for landfill gas processing (“Services”); and WHEREAS, Venture is well qualified to provide such Services; and WHEREAS, Venture has responded to the Request for Proposals (RFP) for Engineering Services: Landfill Gas Processing; and

WHEREAS, the Authority is willing and able to (i) retain Venture to provide the Services and (ii) bill all expenses and costs for the Services including costs for retaining Venture to the Members receiving said Services; and WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1990-15, established a revolving general fund (the General Fund) for the payment of costs and expenses incurred by the Authority from time to time in carrying out its purposes; and WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1992-1, provided for the continuation of the General Fund and established a procedure to be followed with respect to additional contributions to the General Fund; and WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1995-2, provided for a separate bank account (the Joint Planning Account) to hold and disburse the additional contributions to the General Fund with respect to joint planning matters; and WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1995-13, changed the name of the Joint Planning Account to the Restructuring Account; and

76

WHEREAS, the Board of Directors of the Authority wishes to provide for additional contributions to the General Fund, and certain Members of the Authority are willing to make such additional contributions. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Authority as follows: 1. The Executive Director is authorized and directed to retain Venture at the request of





with respect to Services provided by Venture, and pending application for such purpose the contributions shall not be expended to pay costs or expenses properly allocable to one or more projects as provided in Section 3 of Resolution No. 1992-1;

b) with respect to each invoice SCPPA receives from Venture, each such invoice shall

be billed to the Members that have received services from Venture with respect to such invoice, with the amount of each such Member’s bill to be based upon the services performed by Venture for the benefit of such Member; and




constitute part of the General Fund, they shall be held and accounted for in a separate subaccount within the existing Restructuring Account. The Executive Director of the Authority is hereby directed to establish a subaccount (the Venture Subaccount) within the Restructuring Account for the purpose of holding contributions and related income, and making disbursements, under this Resolution. The President, Vice President, Secretary, any Assistant Secretary and the Executive Director of the Authority are each authorized to execute checks drawn on the Restructuring Account from time to time.

4. Amounts contributed to and held in the General Fund and the Venture Subaccount pursuant to this Resolution will not be contributed or held for the purposes of any project for which the Authority has obtained any form of external financing. Such amounts shall not constitute (a) Revenues, or (b) revenues, income, rents or receipts derived by the Authority from or attributable to Authority Capacity (or to the payment of the costs thereof) or the ownership or operation of any Project. As used herein, “Revenues”, “Authority Capacity” and “Project” shall have the respective meanings set forth in the indentures of trust and other instruments governing the external financing arrangements entered into from time to time by the Authority.

77

5. Notwithstanding paragraphs 2, 3 and 4 of this Resolution, to the extent the services to be

provided by Venture will be in furtherance of a Project or Project Element under the Phase II Renewable Development Project as approved by Resolution No. 2012-008, charges for services provided to a Member may, at the election of the Member, be charged to the Member on its Hoover Uprating or Palo Verde bill as a “Resolution No. 2012-008” charge instead of as a charge pursuant to this Resolution.




PRESIDENT



78







Colton LADWP X Azusa Cerritos Pasadena Banning Glendale Riverside Burbank IID Vernon


SUBJECT: Agreement for geothermal exploratory well drilling between the Authority and Geothermal Resources Group, Inc. (“GRG”). RECOMMENDATION: Approve a new agreement with GRG. to provide drilling services for geothermal exploratory well drilling in the Imperial Valley. BACKGROUND: The Authority and LADWP desires to explore the potential for geothermal energy generation in the Imperial Valley. The Authority issued a request for proposal (“RFP”) for exploratory well drilling services. GRG responded to SCPPA’s RFP for the drilling of geothermal exploratory wells (temperature-gradient and slim hole) on lands owned by the Los Angeles Department of Water and Power (“LADWP”) and leased to SCPPA in Imperial County, California. GRG was selected as the qualified candidate for drilling services and this resolution seeks to obtain the authority to enter into a new agreement with GRG for such services.

79

FISCAL IMPACT: The source of funds for payments of invoices for drilling services by GRG will be LADWP’s Palo Verde account pursuant to the Phase II Renewable Development Agreement or LADWP’s Project Stabilization Account.

80


RESOLUTION OF THE BOARD OF DIRECTORS OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AGREEMENT WITH GEOTHERMAL RESOURCE GROUP, INC., AND PROVIDING FOR ADDITIONAL CONTRIBUTIONS TO THE AUTHORITY’S REVOLVING GENERAL FUND, AND TAKING CERTAIN RELATED ACTION (RESTRUCTURING)


WHEREAS, certain Members have a need for geothermal exploratory well drilling services for exploration of the potential for geothermal energy generation (“Services”); and WHEREAS, Geothermal Resource Group (“GRG”) is well qualified to provide such Services; and WHEREAS, GRG has responded to the Request for Proposals (“RFP”) for drilling of geothermal exploratory wells (temperature-gradient and slim hole”) on the Los Angeles Department of Water and Power (“LADWP”) acreage in Imperial County, California; and

WHEREAS, the Authority is willing and able to (i) retain GRG to provide the Services and (ii) bill all expenses and costs for the Services including costs for retaining GRG to the Members receiving said Services; and WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1990-15, established a revolving general fund (the General Fund) for the payment of costs and expenses incurred by the Authority from time to time in carrying out its purposes; and WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1992-1, provided for the continuation of the General Fund and established a procedure to be followed with respect to additional contributions to the General Fund; and WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1995-2, provided for a separate bank account (the Joint Planning Account) to hold and disburse the additional contributions to the General Fund with respect to joint planning matters; and

81

WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1995-13, changed the name of the Joint Planning Account to the Restructuring Account; and WHEREAS, the Board of Directors of the Authority wishes to provide for additional contributions to the General Fund, and certain Members of the Authority are willing to make such additional contributions. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Authority as follows: 1. The Executive Director is authorized and directed to retain GRG at the request of



Notwithstanding anything to the contrary in Resolution No. 1992-1, such additional contributions,


with respect to Services provided by GRG, and pending application for such purpose the contributions shall not be expended to pay costs or expenses properly allocable to one or more projects as provided in Section 3 of Resolution No. 1992-1;

b) with respect to each invoice SCPPA receives from GRG, each such invoice shall be

billed to the Members that have received services from GRG with respect to such invoice, with the amount of each such Member’s bill to be based upon the services performed by GRG for the benefit of such Member; and




constitute part of the General Fund, they shall be held and accounted for in a separate subaccount within the existing Restructuring Account. The Executive Director of the Authority is hereby directed to establish a subaccount (the GRG Subaccount) within the Restructuring Account for the purpose of holding contributions and related income, and making disbursements, under this Resolution. The President, Vice President, Secretary, any Assistant Secretary and the Executive Director of the Authority are each authorized to execute checks drawn on the Restructuring Account from time to time.

4. Amounts contributed to and held in the General Fund and the GRG Subaccount pursuant to

this Resolution will not be contributed or held for the purposes of any project for which the Authority has obtained any form of external financing. Such amounts shall not constitute (a) Revenues, or (b) revenues, income, rents or receipts derived by the Authority from or attributable to Authority Capacity (or to the payment of the costs thereof) or the ownership or operation of any Project. As used herein, “Revenues”, “Authority Capacity” and “Project”

82

shall have the respective meanings set forth in the indentures of trust and other instruments governing the external financing arrangements entered into from time to time by the Authority.

5. Notwithstanding paragraphs 2, 3 and 4 of this Resolution, at the election of the Member the

source of funds to pay for services provided pursuant to the agreement between the Authority and GRG can be such Member’s Project Stabilization Account pursuant to the authorization provided by “Resolution No. 1996-7”, or if the services provided are in furtherance of a Project or Project Element under the Phase II Renewable Development Agreement, the source of funds to pay for services may, at the election of the Member, be such Member’s Hoover Uprating or Palo Verde account pursuant to the authorization provided by “Resolution No. 2012-008.”

6. The President, Vice President, Secretary, any Assistant Secretary, Executive Director and

any other officer of the Authority are each hereby authorized to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by this Resolution.



PRESIDENT



83

Southern California Public Power Authority Board of Directors Meeting AGENDA ITEM – STAFF REPORT

MEETING DATE: March 20, 2014 AGENDA ITEM NUMBER: 2014-024 CONSENT X DISCUSSION RENEWAL NEW

- place an X in box next to the appropriate consideration(s) above

FROM: METHOD OF SELECTION: Finance X Competitive Energy Systems Cooperative Purchase Program Development Sole Source Regulatory/Legislative Single Source Project Administration Other Legal please describe: Not applicable (existing Bank) - place an X in box next to the appropriate consideration(s) above


INITIAL MEMBER PARTICIPANTS: Anaheim X Colton X LADWP Azusa Cerritos Pasadena X Banning Glendale X Riverside Burbank X IID Vernon

- place an X in box next to the applicable Member(s) shown above

SUBJECT: Authorizing the termination of an interest rate swap agreement relating to the Magnolia 2009 Bonds, upon the satisfaction of certain conditions.

RECOMMENDATION: Approve.

BACKGROUND: This Resolution authorizes the termination of one of the interest rate swap agreements relating to the Magnolia 2009 Bonds, if such agreement can be terminated by SCPPA paying an amount not exceeding $2,000,000 to the swap counterparty. This Resolution also rescinds Board Resolution 2014-014 adopted February 20, 2014.

FISCAL IMPACT: Risks of variable vs. synthetic-fixed rate debt are comparable, except for interest rate risk largely hedged in a synthetic-fixed rate structure. The potential present value benefit/cost of terminating one of the synthetic-fixed rate swaps is contingent on when and to what extent interest rates increase, and whether or not other cash assets invested short provide an effective hedge against rising rates (i.e., asset-liability matching).

50743468.1

84

Recently, the benefit of variable vs. synthetic-fixed rate debt is significant (i.e., 3.13% vs. 0.05%); this 308 bps differential equates to $560,000/month or $6.8 million/year. Compared to the 20 year historical average of variable-rate debt (i.e., SIFMA), the synthetic-fixed swap rate is 93 bps higher and the rate differential equates to $2.1 million/year.

50743468.1

85

[Project Vote: Anaheim, Burbank, Colton, Glendale and Pasadena]


RESOLUTION RELATING TO THE MAGNOLIA POWER PROJECT (PROJECT A): (I) AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS RELATING TO THE TERMINATION OF AN EXISTING INTEREST RATE SWAP AGREEMENT AND (II) AUTHORIZING THE OFFICERS OF THE AUTHORITY TO DO ALL OTHER THINGS DEEMED NECESSARY OR ADVISABLE (MAGNOLIA, PROJECT A)

WHEREAS, the Southern California Public Power Authority (the “Authority”) has previously entered into (i) that certain International Swaps and Derivatives Association, Inc. Master Agreement, related Schedule and related Credit Support Annex, each dated as of May 17, 2012, each by and between the Authority and The Bank of New York Mellon (“BNYM”), and a related Novation Confirmation, dated May 17, 2012, among the Authority, Citibank, N.A. and BNYM (such swap as novated, the “2009A-1 Magnolia Swap”) and (ii) that certain International Swaps and Derivatives Association, Inc. Master Agreement, related Schedule and related Credit Support Annex, each dated as of November 1, 2008, and amended and restated as of April 21, 2009, and as further amended by a First Amendment Agreement dated as of August 17, 2012, and a related Second Amended and Restated Confirmation, dated August 20, 2012, each between the Authority and JPMorgan Chase Bank, N.A. (“JPMorgan,” and such swap, as amended, the “2009A-2 Magnolia Swap”); and

WHEREAS, the Authority desires to authorize the termination of either (but not both) of the 2009A-1 Magnolia Swap or the 2009A-2 Magnolia Swap (each of such 2009A-1 Magnolia Swap and 2009A-2 Magnolia Swap being sometimes referred to herein individually as a “Magnolia Swap” and collectively as the “Magnolia Swaps,” and each of BNYM and JPMorgan being hereinafter sometimes referred to individually as a “Magnolia Swap Counterparty” and collectively as the “Magnolia Swap Counterparties”) and the execution and delivery of documents in connection therewith;

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Southern California Public Power Authority as follows:

1. Each of the President, Vice President and Executive Director of the Authority is hereby authorized and directed to execute and deliver an amended confirmation, a termination agreement or similar documentation with either (but not both) of the Magnolia Swap Counterparties to provide for the termination of its respective Magnolia Swap with the Authority, provided that the amount of the termination payment to be paid by the Authority to the applicable Magnolia Swap Counterparty in consideration for the termination of its respective Magnolia Swap with the Authority, shall be in an amount not exceeding $2,000,000.

50742926.3 1

86

2. The payment to the applicable Magnolia Swap Counterparty as described in Section 1 above, together with all other costs incurred by the Authority in connection with such termination (including payments to the Authority’s consultants), will be paid by the Authority either from (i) moneys on deposit in the Project Stabilization Fund (established pursuant to the Authority’s Resolution 1996-7, adopted on May 16, 1996) or (ii) overcollections from the participants relating to the Magnolia Project (Project A). If such payment and costs are paid from moneys in the Project Stabilization Fund, then the Authority will replenish the amount so withdrawn once the savings from the termination of the applicable Magnolia Swap are at least equal to the payment and costs described in the first sentence of this Section 2.

3. Each of the President, Vice President, Secretary, any Assistant Secretary, the Executive Director and any other officer of the Authority is hereby authorized to execute and deliver any and all agreements and to approve any and all documents and instruments and to do and cause to be done any and all acts and things deemed necessary or advisable for carrying out the transactions contemplated by this Resolution. Each reference in this Resolution to the President, Vice President, Secretary, Assistant Secretary or Executive Director shall refer to the person holding such office or position, as applicable, at the time a given action is taken and shall not be limited to the person holding such office or position at the time of the adoption of this Resolution. All actions heretofore taken by the officers, employees and agents of the Authority in furtherance of the transactions contemplated by this Resolution are hereby approved, ratified and confirmed.

4. The Authority’s Resolution 2014-014, adopted on February 20, 2014, is hereby rescinded.



________________________________ PRESIDENT


ATTEST:

ASSISTANT SECRETARY Southern California Public Power Authority

50742926.3

87

Southern California Public Power Authority Board of Directors Meeting AGENDA ITEM – STAFF REPORT

MEETING DATE: March 20, 2014 AGENDA ITEM NUMBER: 2014-025 CONSENT X DISCUSSION RENEWAL NEW

- place an X in box next to the appropriate consideration(s) above

FROM: METHOD OF SELECTION: Finance X Competitive Energy Systems Cooperative Purchase Program Development Sole Source Regulatory/Legislative Single Source Project Administration Other Legal please describe: Not applicable (existing Bank) - place an X in box next to the appropriate consideration(s) above


INITIAL MEMBER PARTICIPANTS: Anaheim X Colton X LADWP Azusa Cerritos Pasadena X Banning Glendale X Riverside Burbank X IID Vernon

- place an X in box next to the applicable Member(s) shown above

SUBJECT: Authorizing the extension of the two letters of credit (together, the “Letters of Credit”) relating to the Magnolia (Project A) 2009 Bonds and approving various related documents.

RECOMMENDATION: Approve.

BACKGROUND: On April 21, 2009, SCPPA issued $146,535,000 of its Magnolia Power Project A, Refunding Revenue Bonds, 2009-1 Bonds and $115,535,000 of its Magnolia Power Project A, Refunding Revenue Bonds, 2009-2 (together, the “Bonds”). The two series of Bonds are supported by Letters of Credit, one provided by U.S. Bank National Association and one provided by Wells Fargo Bank, National Association (together, the “Banks”). Due to favorable market conditions for the extension of the Letters of Credit, SCPPA would like to extend the expiration dates for the Letters of Credit. SCPPA requested fee estimates from various banks, and the two existing Banks provided the most favorable fees and terms.

FISCAL IMPACT: As a result of the extension of the Letters of Credit, the annual fees paid by SCPPA will be reduced.

50743529.1

88

[Project Vote: Anaheim, Burbank, Colton, Glendale and Pasadena]


RESOLUTION RELATING TO THE MAGNOLIA POWER PROJECT (PROJECT A): (I) AUTHORIZING THE NEGOTIATION AND EXECUTION AND DELIVERY OF AMENDMENTS TO THE REIMBURSEMENT AGREEMENTS RELATING TO THE MAGNOLIA POWER PROJECT (PROJECT A), REFUNDING REVENUE BONDS, 2009-1 AND THE MAGNOLIA POWER PROJECT (PROJECT A), REFUNDING REVENUE BONDS, 2009-2; (II) AUTHORIZING THE EXECUTION AND DELIVERY OF A TENTH SUPPLEMENTAL INDENTURE OF TRUST TO PERMIT BANKS TO SERVE AS REMARKETING AGENTS FOR THE BONDS; (III) AUTHORIZING THE EXECUTION AND DELIVERY OF REMARKETING AGREEMENTS WITH NEW REMARKETING AGENTS FOR SUCH BONDS; (IV) AUTHORIZING THE EXECUTION AND DELIVERY OF A SUPPLEMENT TO REMARKETING MEMORANDUM RELATING TO SUCH BONDS; (V) AUTHORIZING CERTAIN RELATED DOCUMENTS AND ACTIONS; AND (VI) AUTHORIZING THE OFFICERS AND THE EXECUTIVE DIRECTOR OF THE AUTHORITY TO DO ALL OTHER THINGS DEEMED NECESSARY OR ADVISABLE (MAGNOLIA, PROJECT A)

WHEREAS, on April 21, 2009 the Southern California Public Power Authority (the “Authority”) issued $146,535,000 of Magnolia Power Project A, Refunding Revenue Bonds, 2009-1 (the “2009-1 Bonds”) and $111,535,000 of Magnolia Power Project A, Refunding Revenue Bonds, 2009-2 (the “2009-2 Bonds” and together with the 2009-1 Bonds, the “Bonds”); and

WHEREAS, the Bonds were issued in a weekly interest rate mode, with the 2009-1 Bonds supported by a letter of credit provided by U.S. Bank National Association (the “2009-1 Letter of Credit”), and the 2009-2 Bonds supported by a letter of credit provided by Wells Fargo Bank, National Association (the “2009-2 Letter of Credit” and together with the 2009-1 Letter of Credit, the “Letters of Credit”); and

WHEREAS, each of the Letters of Credit has a stated expiration date of January 15, 2015; and

WHEREAS, the Authority desires to extend the stated expiration dates of the Letters of Credit; and

WHEREAS, in connection with such extension of the stated expiration dates, the Authority will enter into amendments to each of the Reimbursement Agreements relating to the Letters of Credit (with such changes as hereafter approved by the President, Vice President or

50742229.4

89

Executive Director of the Authority, with such approval to be conclusively evidenced by the execution and delivery thereof) (collectively, the “Reimbursement Agreement Amendments”) and certain other agreements related thereto with U.S. Bank National Association and Wells Fargo Bank, National Association and/or such other financial institution(s) as may be selected by the President, Vice President or Executive Director of the Authority (collectively, the “Banks”); and

WHEREAS, the Authority wishes to enter into a Tenth Supplemental Indenture of Trust to amend the Sixth Supplemental Indenture relating to the 2009-1 Bonds and the Seventh Supplemental Indenture relating to the 2009-2 Bonds, in order to permit national banking associations such as the Banks to serve as remarketing agents for the 2009-1 Bonds and the 2009-2 Bonds; and

WHEREAS, the Authority wishes to enter into (i) a Remarketing Agreement (the “2009-1 Remarketing Agreement”) with U.S. Bank National Association (the “2009-1 Remarketing Agent”) to serve as Remarketing Agent for the 2009-1 Bonds and (ii) a Remarketing Agreement (the “2009-2 Remarketing Agreement” and together with the 2009-1 Remarketing Agreement, the “Remarketing Agreements”) with Wells Fargo Bank, National Association (the “2009-2 Remarketing Agent” and together with the 2009-1 Remarketing Agent, the “Remarketing Agents”) to serve as Remarketing Agent for the 2009-2 Bonds; and

WHEREAS, on March 3, 2014, the Finance Committee of the Authority recommended that the Authority, if approved by the Board of Directors, proceed with the extension of the Letters of Credit and the execution and delivery of the Reimbursement Agreement Amendments, the Tenth Supplemental Indenture and the Remarketing Agreements; and

WHEREAS, in connection with the remarketing of the Bonds, the extension of the stated expiration dates of the Letters of Credit and the execution and delivery of the Remarketing Agreements, the Authority wishes to prepare and distribute a Supplement to Remarketing Memorandum (as defined below) describing, among other things, the Banks and the Remarketing Agents;


1. Each of the President, Vice President and Executive Director of the Authority is hereby authorized to negotiate the final forms of, and to execute and deliver, one or more Reimbursement Agreement Amendments, with such changes, insertions and omissions as shall be approved by said President, Vice President or Executive Director (such approval to be conclusively evidenced by such officer’s or Executive Director’s execution and delivery thereof); provided, however, that the annual fee to be paid to the Bank or Banks to induce it or them, as applicable, to extend the stated expiration date in each letter of credit for the Bonds shall not exceed, in aggregate, 40 basis points per annum of the stated amount of the respective letter of credit (or such other annual fee as approved by either of such officers or such Executive Director), in addition to the Bank’s or Banks’ legal fees and expenses relating to the preparation of the Reimbursement Agreement Amendments, which are not expected to exceed $40,000. The

50742229.4

90

Reimbursement Agreement Amendments are hereby made a part of this Resolution as though set forth in full herein and the same hereby are approved.

2. Each of the President, Vice President and Executive Director of the Authority is hereby authorized to negotiate the final form of, and to execute and deliver, the Tenth Supplemental Indenture, with such changes, insertions and omissions as shall be approved by said President, Vice President or Executive Director (such approval to be conclusively evidenced by such officer’s or Executive Director’s execution and delivery thereof). The Tenth Supplemental Indenture is hereby made a part of this Resolution as though set forth in full herein and the same hereby is approved.

3. Each of the President, Vice President and Executive Director of the Authority is hereby authorized to negotiate the final forms of, and to execute and deliver, the Remarketing Agreements with the Remarketing Agents, with such changes, insertions and omissions as shall be approved by said President, Vice President or Executive Director (such approval to be conclusively evidenced by such officer’s or Executive Director’s execution and delivery thereof). The Remarketing Agreements are hereby made a part of this Resolution as though set forth in full herein and the same hereby are approved.

4. Each of the President, Vice President and Executive Director of the Authority is hereby authorized to approve a Supplement to Remarketing Memorandum relating to the Bonds (such approval to be conclusively evidenced by the execution and delivery thereof) (the “Supplement to Remarketing Memorandum”), and the Board of Directors hereby approves the use of the Supplement to Remarketing Memorandum, together with the existing Remarketing Memorandum dated January 10, 2012 relating to the Bonds (the “Remarketing Memorandum”), in connection with the remarketing of the Bonds. The Board of Directors hereby further approves the use of any further supplement or amendment to the Remarketing Memorandum that is necessary or appropriate as determined by the President, Vice President or Executive Director of the Authority (after consultation with the Authority’s Bond Counsel), so that the Remarketing Memorandum does not contain any untrue statement of a material fact and does not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which such statements were made, not misleading. Each of the President, Vice President and Executive Director of the Authority is hereby authorized to execute the Supplement to Remarketing Memorandum and any amendment or supplement thereto, in the name and on behalf of the Authority, and thereupon to cause such Supplement to Remarketing Memorandum, the Remarketing Memorandum and any such amendment or supplement thereto, to be delivered to the Remarketing Agents. Each Remarketing Agent is hereby authorized to distribute the Supplement to Remarketing Memorandum, the Remarketing Memorandum and any such amendment or supplement thereto to the prospective purchasers of the Bonds. The Supplement to Remarketing Memorandum is hereby made a part of this Resolution as though set forth in full herein and the same is hereby approved.

5. The following are hereby designated as Project Agreements under the Indenture of Trust relating to the Bonds and the Project A Power Sales Agreements (as defined in such Indenture of Trust relating to the Bonds): (a) the Reimbursement Agreement Amendments; and (b) the fee letter agreement(s) referred to in paragraph 7 below.

50742229.4

91

6. The Finance Committee is hereby authorized to approve the fee of Public Financial Management, Inc. as the financial advisor to the Authority in connection with the transactions contemplated by this Resolution, which fee in aggregate shall not exceed $15,000.

7. Each of the President, Vice President, Executive Director, Secretary, any Assistant Secretary, and any other officer of the Authority is hereby authorized to execute and deliver any and all agreements, documents and instruments and to do and cause to be done any and all acts and things deemed necessary or advisable for carrying out the transactions contemplated by this Resolution, including, but not limited to (i) executing and delivering one or more fee letter agreement(s) with the Banks setting forth the fees and expenses to be paid by the Authority in connection with the extension by the Banks of the stated expiration date of the Letters of Credit for the Bonds, (ii) executing and delivering such other agreements or documents as may be required in connection with such extension, (iii) executing and delivering, or approving, as applicable, any amendments to the supplemental indentures, indenture, remarketing agreements or other documents relating to the Bonds as shall be requested by any rating agency, any Bank, the Authority or any other entity if such changes are determined by any such officer or Executive Director to be necessary or advisable and (iv) providing for the giving of written directions and notices, and the securing of any necessary third party approvals, each as required by the supplemental indentures, indenture, remarketing agreements or other documents related to the Bonds. Each reference in this Resolution to the President, Vice President, Executive Director, Secretary or Assistant Secretary shall refer to the person holding such office or position, as applicable, at the time a given action is taken and shall not be limited to the person holding such office or position at the time of the adoption of this Resolution. All actions heretofore taken by the officers, employees and agents of the Authority in furtherance of the transactions contemplated by this Resolution are hereby approved, ratified and confirmed.



_____________________________________ PRESIDENT


ATTEST:

_____________________________________ ASSISTANT SECRETARY Southern California Public

Power Authority

50742229.4

92




FROM: METHOD OF SELECTION: Finance Competitive Energy Systems Cooperative Purchase Program Development X Sole Source X Regulatory/Legislative Single Source Project Administration Other Legal If other, please describe: Place an X in box next to the appropriate consideration(s) above.



Colton LADWP Azusa X Cerritos Pasadena Banning Glendale Riverside Burbank IID Vernon


SUBJECT: Residential Thermal Energy Storage Demonstration Program in support of Azusa Light and Water’ Demonstration of Energy & Efficiency Development (DEED) Grant RECOMMENDATION: Approve the Resolution authorizing SCPPA to enter into a Goods and Services Agreement with Ice Energy Holdings to develop, install and monitor prototypical thermal energy storage systems for residential applications, pursuant to ALW’s current DEED Grant. BACKGROUND: SCPPA, on behalf of ALW, applied for a $120,000 DEED Grant to develop prototypes of at least two different configurations of thermal energy storage systems for residential applications in the 3rd quarter of 2013. ALW received a reduced grant award of $60,000 in Q4 2014. Ice Energy has agreed to continue with this demonstration Program, as originally designed and has designed at least two TES systems for residential application. They will also install and monitor the units’ operating performance through the entire cooling season of year 2014 and prepare an engineers’ report on the units’ performance by December 2014. This work must be completed by December 2014 under the Grant .

93

.

ALW has secured two sites and is prepared to initiate deployment of the demonstration units and Ice Energy is prepared to complete construction of the prototypes and install them upon authorization to proceed. This service is offered as a sole source contract because Ice Energy is the only provider of the required goods and services and because they were the specified subcontractor within ALW’s DEED Grant application. FISCAL IMPACT: None. ALW is responsible for ensuring funds are in its respective budgets to fully pay for all services received from the Joint Action activity with CMUA and NCPA. SCPPA Staff will assist ALW staff in preparing the necessary paperwork and reporting for the DEED program. This is expected to amount to less than 10 hours of work for the remainder of the program life during 2014.

94


RESOLUTION OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AGREEMENT WITH ICE ENERGY HOLDINGS, INC. TO DEVELOP, INSTALL AND MONITOR PROTOTYPICAL THERMAL ENERGGY STORAGE SYSTEMS FOR RESIDENTIAL APPLICATIONS IN SUPPORT OF AZUSA LIGHT AND WATER’S DEMONSTRATION OF ENERGY AND EFFICIENCY DEVELPMENTS (DEED) GRANT, AND PROVIDING FOR ADDITIONAL CONTRIBUTIONS TO THE AUTHORITY'S GENERAL FUND, AND TAKING CERTAIN RELATED ACTIONS (RESTRUCTURING)

WHEREAS, the Southern California Public Power Authority (the Authority) owns interests in various generation and transmission projects, the output of which has been sold to Members of the Authority (Members); and

WHEREAS, certain SCPPA member utilities ("Participants") are engaged in the generation, transmission, and distribution of electrical energy to retail customers, including assisting such customers with the efficient use of said energy; and

WHEREAS, Members offer programs to improve energy efficiency as well as research, development and demonstration of new technologies (“Services”) for the benefit of their customers; and

WHEREAS, Azusa Light and Water (ALW) applied for and received a DEED Grant from the American Public Power Association to demonstrate the performance capabilities of residential thermal energy storage systems; and

WHEREAS, the Authority is willing and able to retain Ice Energy Holdings, Inc. (“Ice Energy”) to provide Services in support of ALW’s DEED Grant; and

WHEREAS, the Board of Directors of Authority, in its Resolution No. 1990-15, established a revolving general fund (the General Fund) for the payment of costs and expenses incurred by the Authority from time to time in carrying out its purposes; and

WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1992-1, provided for the continuation of the General Fund and established a procedure to be followed with respect to additional contributions to the General Fund; and

WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1995-2, provided for a separate bank account (the Joint Planning Account) to hold and disburse the additional contributions to the General Fund with respect to joint planning matters; and

95

WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1995-13, changed the name of the Joint Planning Account to the Restructuring Account; and

WHEREAS, the Board of Directors of the Authority wishes to provide for additional contributions to the General Fund, and certain Members of the Authority are willing to make such additional contributions.

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Authority as follows:

1. The Executive Director is authorized and directed to retain Ice Energy at the request of Member(s) of the Authority, provided that such Member(s) agree, in writing, to bear all costs and expenses associated with Services provided to Member(s), respectively.

2. The Board of Directors hereby provides for additional contributions to the General Fund. Notwithstanding anything to the contrary in Resolution No. 1992-1, such additional contributions,

a) shall be solely for the purpose of paying costs and expenses incurred by the Authority with respect to Ice Energy, and pending application for such purpose the contributions shall not be expended to pay costs or expenses properly allocable to one or more projects as provided in Section 3 of Resolution No. 1992-1;

b) with respect to each bill SCPPA receives from Ice Energy, shall be billed to the Members that have received services from Ice Energy with respect to such bill, with the amount of each such Member's bill to be based upon the services performed by Ice Energy for the benefit of such Member; and

c) shall be billed and collected by adding the amounts provided above to the Authority's Hoover Uprating Project billings to Anaheim (if applicable), and to the Authority's Palo Verde Project billings to the other applicable Members, with such amounts designated as "Resolution No. 2014-026Charge."

3. Although the amounts to be contributed under this Resolution and related income shall constitute part of the General Fund, they shall be held and accounted for in a separate subaccount within the existing Restructuring Account. The Executive Director of the Authority is hereby directed to establish a subaccount (the Ice Energy DEED Subaccount) within the Restructuring Account for the purpose of holding contributions and related income, and making disbursements, under this Resolution. The President, Vice President, Secretary, any Assistant Secretary and the Executive

96

Director of the Authority are each authorized to execute checks drawn on the Restructuring Account from time to time.

4. Amounts contributed to and held in the General Fund and the Ice Energy DEED Subaccount pursuant to this Resolution will not be contributed or held for the purposes of any project for which the Authority has obtained any form of external financing. Such amounts shall not constitute (a) Revenues, or (b) revenues, income, rents or receipts derived by the Authority from or attributable to Authority Capacity (or to the payment of the costs thereof) or the ownership or operation of any Project. As used herein, "Revenues," "Authority Capacity" and "Project" shall have the respective meanings set forth in the indentures of trust and other instruments governing the external financing arrangements entered into from time to time by the Authority.

5. Notwithstanding paragraphs 2, 3 and 4 of this Resolution, to the extent the services to be provided by Ice Energy will be in furtherance of a Project or Project Element under the Phase II Renewable Development Project as approved by Resolution No. 2012-008, charges for services provided to a Member may, at the election of the Member, be charged to the Member on its Hoover Uprating or Palo Verde bill as a “Resolution No. 2012-008” charge instead of as a charge pursuant to this Resolution.




PRESIDENT



97




FROM: METHOD OF SELECTION: Finance Competitive X Energy Systems Cooperative Purchase Program Development X Sole Source Regulatory/Legislative Single Source Project Administration Other Legal If other, please describe: Place an X in box next to the appropriate consideration(s) above.


INITIAL MEMBER PARTICIPANTS: Anaheim Colton LADWP X Azusa Cerritos Pasadena Banning Glendale Riverside Burbank IID Vernon


SUBJECT: Professional Services Agreement with Black & Veatch Corporation to perform Energy

Storage System Evaluations RECOMMENDATION: Approve the Resolution authorizing SCPPA to enter into a Professional Services Agreement with Black and Veatch Corporation to perform evaluations of energy storage system viability and cost-effectiveness for Member Utility service territories. BACKGROUND: Black and Veatch is a highly respected firm that is recognized for its engineering and analytical support services and capabilities. SCPPA Members are continuing to assess the cost-effective application or deployment of various storage technologies in their respective service territories to comply with the State law under AB2514. Members are in need of additional technical support for these analyses. Black and Veatch was selected by LADWP personnel to perform certain energy storage evaluations under a limited competitive solicitation for bids. Other Members have expressed potential interest in securing Black and Veatch’s services, but none have committed at this time.

98

FISCAL IMPACT: None. LADWP has estimated that the cost of the system-wide study they are considering could be as much as $300,000. However, LADWP and any other Member(s) choosing to engage Black & Veatch’s services will be responsible for ensuring funds are in their respective budgets to fully pay for all services received from Black & Veatch.

99


RESOLUTION OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AGREEMENT TO PARTICIPATE WITH BLACK & VEATCH CORPORTAION FOR THE DEVELOPMENT OF A ENERGY STORAGE SYSTEM EVALUATIONS AND PROVIDING FOR ADDITIONAL CONTRIBUTIONS TO THE AUTHORITY'S GENERAL FUND, AND TAKING CERTAIN RELATED ACTIONS (RESTRUCTURING)



WHEREAS, certain Members have a need to evaluate the applicability and cost-effectiveness of energy storage systems in their service territories; and

WHEREAS, Black & Veatch Corporation (“Black & Veatch”) is qualified to perform such evaluations and the Authority is willing to (i) retain Black & Veatch to provide Services and (ii) bill all expenses and costs to the Members receiving said evaluations; and





100



1. The Executive Director is authorized and directed to contract with Black & Veatch to acquire services at the request of Member(s) of the Authority, provided that such Member(s) agree, in writing, to bear all costs and expenses associated with Services provided to Member(s), respectively.


a) shall be solely for the purpose of paying costs and expenses incurred by the Authority with respect to Black & Veatch, and pending application for such purpose the contributions shall not be expended to pay costs or expenses properly allocable to one or more projects as provided in Section 3 of Resolution No. 1992-1;

b) with respect to each bill SCPPA receives from Black & Veatch, shall be billed to the Members that have received services from Black & Veatch with respect to such bill; and

c) shall be billed and collected by adding the amounts provided above to the Authority's Hoover Uprating Project billings to Anaheim (if applicable), and to the Authority's Palo Verde Project billings to the other applicable Members, with such amounts designated as "Resolution No. 2014-027Charge."

3. Although the amounts to be contributed under this Resolution and related income shall constitute part of the General Fund, they shall be held and accounted for in a separate subaccount within the existing Restructuring Account. The Executive Director of the Authority is hereby directed to establish a subaccount (Black & Veatch Energy Storage Subaccount) within the Restructuring Account for the purpose of holding contributions and related income, and making disbursements, under this Resolution. The President, Vice President, Secretary, any Assistant Secretary and the Executive Director of the Authority are each authorized to execute checks drawn on the Restructuring Account from time to time.

5. Amounts contributed to and held in the General Fund and the Black & Veatch Energy Storage Subaccount pursuant to this Resolution will not be contributed or held for the purposes of any project for which the Authority has obtained any form of external financing. Such amounts shall not constitute (a) Revenues, or (b) revenues, income, rents or receipts derived by the Authority from or attributable to Authority Capacity (or to the payment of the costs thereof) or the ownership or operation of any Project. As used herein, "Revenues," "Authority Capacity" and "Project" shall have the respective meanings set forth in the indentures of trust and other instruments governing the external financing arrangements entered into from time to time by the

101

Authority.




PRESIDENT



102

TAB X

EXECUTIVE DIRECTOR’S REPORT

TO BE PROVIDED

AT THE BOARD MEETING

103

TO: Board of Directors FROM: Tanya DeRivi, Director of Regulatory Affairs SUBJECT: Regulatory Update DATE: March 12, 2014 This memorandum includes updates on the following regulatory matters: • CEC SB 1 POU Report and RPS-related implementation priorities; • Update on ARB’s Cap-and-Trade Program regulation; • CPUC staff “straw proposal” on risk assessment; and • Summary of Federal items of interest.

CEC RPS-RELATED ISSUES SB 1 POU Solar Report CEC staff provided a copy of a “POUs’ Compliance with SB1” report for review, which is intended to be posted on CEC’s website. Lead Commissioner David Hochschild had requested an evaluation of POU progress toward meeting their SB 1 solar goals. Staff determined that POUs are at approximately 23% of the 700 MW goal. The report also includes “top five” and “bottom five” listings of utilities based on different metrics (e.g., percent of goal achieved, least/most solar installed). Commissioner Hochschild is now interested in knowing why progress has been slow and what barriers are preventing POUs’ ability to meet the goals. A number of utilities have questioned the accuracy of the reported numbers. SCPPA is working with CMUA and NCPA to draft a joint response to CEC; a draft of which will be circulated to the Regulatory, Public Benefits, and Renewables Working Groups for review and comment. SCPPA Members’ RPS-Related Implementation Issues Priorities List The Regulatory Working Group is coordinating development of a priorities list of RPS-related implementation issues. It is intended to be used by a group of general managers to meet with CEC Commissioners on this spring. These are issues we believe are ready for a principal-level meeting(s) and will outline a summary of issues/concerns and recommended fixes, with accompanying background materials. This effort will also be coordinated with CMUA, which has expressed agreement in taking a more “proactive approach” with CEC on key issues of concern to California POUs. New RPS Eligibility Guidebook Timeframe The CEC has posted all comments submitted towards revising the RPS Eligibility Guidebook. CEC staff report that they are reviewing the comments and seeking policy

104

direction, which will take at least a few more months as they work to improve the next Guidebook to be released – such as trying to streamline processes. CEC will next release the draft language and hold a workshop ten days later to solicit feedback. ARB CLIMATE CHANGE PROGRAM Cap-and-Trade Program Regulation The ARB has posted all comments submitted on the “informal” Cap-and-Trade Program 15-day amendments that were due in mid-February. Those comments will help inform development of a “formal” 15-day notice, release of which may slip to the end of March. ARB will respond to those comments in a final package to be considered by the ARB Board later this spring. CPUC ITEMS OF INTEREST • Risk Assessment. CPUC staff issued a “Staff Straw-Proposal” requesting that the

three IOUs and SoCalGas submit case studies on how a new risk assessment process “could work in real life” by March 11. A revised staff proposal will be issued for comment after the March 19-21 workshops conclude; a prehearing conference is scheduled for April 29. The goal is to “develop fundamental regulatory processes for defining, acquiring, and disseminating risk-based information that supports rate-setting and project prioritizing decisions.” A utility would be required to identify the “top risks” to its system and identify mitigation projects. The proposal also recommends that a four-year rate case cycle be adopted, and that the Commission potentially consider including smaller CPUC-jurisdictional utilities in the process.

FEDERAL UPDATE • FERC/Physical Security Standards. A new FERC order issued on March 7 directs

NERC to develop reliability standards requiring Bulk-Power System owners and operators to address risks due to physical security threats and vulnerabilities. Those standards should require owners/operators to: 1) perform a risk assessment to identify critical facilities; 2) evaluate potential threats and vulnerabilities to those facilities; and then 3) develop and implement a plan to protect against physical attacks. NERC must submit a proposed standard within 90 days. NERC is also directed to ensure adequate safeguards are in place to protect confidential information and that risk assessments are verified by a third party.

• EPA/New Power Plant Carbon Emissions Rule. EPA has extended the comment period by 60 days, to May 9, on the proposed rule to reduce carbon emissions from new power plants. A newly-released “technical support document” addresses the “Best System of Emission Reduction” determination (on “adequately demonstrated” technology) – that “[partial CCS] is technically feasible and can be implemented at a reasonable cost,” and that making such a determination is not beyond the scope of EPA’s legal authority. APPA is expected to submit comments urging that EPA withdraw the re-proposed standard of 1,100 lbs CO2/MWh for new coal-fired power plants and will recommend a standard of 1,950 lbs instead.

105

MONTHLY REPORT State Advocacy

March 2014

I. Legislative Updates

a. New bills

The bill introduction deadline was February 21st. The Legislative Committee reviewed a large number of the newly introduced bills. Of particular interest are the following items:

AB 1782 (Chesbro) Summary: Increases the fine from $500 to $50,000 per incident for the unlawful and malicious take down, removal, injury or obstruction of electric lines (and telephone and cable). Position: SUPPORT. SCPPA advocates will be circulating a draft support letter for review and approval. Current Location – Set for hearing in Assembly Public Safety March 25th

b. 2 year bills

SB 456 (Padilla) Summary: Requires IOUs and POUs to include information about storage resources and out of state energy purchases as part of their annual power content label reporting Position: WATCH. SCPPA advocates, CMUA and others are actively monitoring the bill and will engage prior to the bill being set in Assembly Utilities & Commerce Committee some time later this spring. Current Location – Assembly Desk, pending referral

c. General Legislative Update

Several committees have held informational hearings on a wide range of topics. Of particular interest are: Assembly Natural Resources Committee – March 10, 2014 Oversight Hearing regarding AB 32 Implementation CARB Chair Mary Nichols presented an overview of the Board’s work to date on implementation of AB 32. She reported that California, via AB 32, put itself at the forefront of combating climate change and that CARB’s approach is to cut emissions while growing the economy. She believes a midterm target is needed to enable California to take more long-term actions and think about the overall efficiency. She believe these long-term goals will also provide market stability and show the strength of California’s programs. The most recent version of the Scoping Plan builds on the past one, but also shows CARB’s growing understanding of the invasiveness of GHG’s throughout the state’s economy. The Scoping Plan update identifies 8 Primary Sectors with opportunities for improvement:

106

Energy

Transportation

Agriculture

Water

Waste Management

Short-Lived Climate Pollutants

Green Buildings

Further, the Scoping Plan Update calls for the continuance of the Cap-And-Trade program. She reported

that CARB has brought together working groups to identify funding needs and that they are putting a lot

of work into improving and continuing C&T, LCFS, Vehicle Rebates, and several other smaller programs.

Chair Nichols stated that California should begin aligning climate change discussions with conventional air

pollution and that CARB is also doing many things to lower emissions from vehicles, including a variety of

incentive programs to get older polluting vehicles off the road. Lastly, she reported that CARB is also

working with US EPA to lower emissions from power plants.

Assemblymember Stone asked Chair Nichols what the impacts of CABR’s discussions about power plants

has had on other states and the US as a whole. She responded that the US EPA has been following CARB’s

work closely and asked for their help in developing rules that will allow states to follow what California has

done. She said that one effort is to incentivize states to work together to install market-based renewable

and EE programs.

II. Meetings/Events

a. CMUA Legislative Committee

The CMUA Legislative Committee met February 20th and discussed key legislation regarding

energy related matters. SCPPA members and advocates participated and offered information and

insight into proposed positions. The Legislative Committee meets again in April as part of CMUA’s

annual meeting.

107

TO: Board of Directors FROM: Bill D. Carnahan SUBJECT: Finance Committee Report DATE: March 3, 2014 A meeting of the Finance Committee was held on March 3, 2014 at the SCPPA office in Glendora. Committee members present were: Russell Dowell (Anaheim); Bob Liu (Burbank); Rebecca Gallegos (Colton); Mario Ignacio (LADWP); Shari Thomas (Pasadena); Laura Nomura (Riverside); and William Fox (Vernon). Others present were: Stephen Cole (Norton Rose Fulbright); Dan Hartman, Mike Berwanger, and Will Frymann (Public Financial Management); Therese Savery (LADWP/SCPPA); and Bill Carnahan, Robert Rozanski, Richard Morillo, and Daniel Hashimi (SCPPA). The following are the business matters transacted by the Committee:

1. Minutes

The Committee reviewed and approved the minutes for the February 3, 2014 Finance Committee meeting.

2. Investment Report The Committee reviewed the Investment Report for the month ended January 31, 2014 and related Financial Statements for the Quarter Ended December 31, 2013. The Committee recommended forwarding the reports to the Board for receipt and filing.

3. Magnolia Series 2009-1 and 2009-2 Bonds The Committee received a status update by Public Financial Management (PFM) with respect to the outcome of negotiations with providers of replacement letters of credit and remarketing agents for the Magnolia Power Project A, Refunding Revenue Bonds 2009-1 and 2009-2 (Magnolia Bonds). The Committee recommended forwarding a resolution to the Board that, if adopted, will approve: (i) revised fee structures and term extensions (including amendments to the existing letters of credit and amendments to the existing Reimbursement Agreements) with the two current providers of letters of credit for the Magnolia Bonds; (ii) a Supplemental Remarketing Memorandum and remarketing agent agreements with such providers; and (iii) certain amendments to the Magnolia Indenture to accommodate the new remarketing agents.

108

The Committee considered the possible termination of one of the two interest rate swaps related to the 2009 Magnolia Bonds, including whether the applicable Magnolia swap (Magnolia Swap) should be terminated with a payment by SCPPA to the related swap counterparty. The Committee recommended forwarding a resolution to the Board that, if adopted, will: (i) provide for termination of the Magnolia Swap with a payment to the swap counterparty in an amount not to exceed $2,000,000; (ii) authorize the Authority to pay the swap termination payment and all other costs (i.e., including payments to the Authority’s consultants) incurred by the Authority in connection with such termination from either moneys on deposit in the Project Stabilization Fund or overcollections from participants of Magnolia Power Project A, and provided further that to the extent such payment and costs are paid from moneys on deposit in the Project Stabilization Fund, the Authority shall replenish the amount withdrawn with savings from the termination of the Magnolia Swap; and (iii) delegate authority to any of the officers of the Authority to execute such transaction.

The Committee received an update by PFM on the results of due diligence performed in connection with an unsolicited proposal from Barclays to convert an existing basis swap to a fixed spread basis swap in connection with the Magnolia Bonds. The Committee did not take any action with respect to such proposal.

4. Market and VRDO Update

The Committee will receive a market and VRDO status report from PFM.

5. Unsolicited Proposals

The Committee reviewed an unsolicited proposal from Citigroup, and did not take any action with respect to such proposal.

THE NEXT REGULARLY SCHEDULED FINANCE COMMITTEE MEETING WILL BE APRIL 7, 2014.

109

TO: Bill D. Carnahan FROM: Kelly Nguyen SUBJECT: Director of Energy Systems Report DATE: March 12, 2014 The following is a summary of monthly activities for inclusion in the SCPPA Board package: Resource Planning The Resource Planning Committee held a regularly scheduled meeting (1st Thursday of each month) on 03/06/14. The industry market updates, reporting requirements, and upcoming activities were sent out for information. The other special activities were: • Onsite training from PCI on “Impacts of FERC Order 764 on Bill-to-Bill Workflow for CAISO MRTU and

Energy Imbalance Market Participants” was finalized to take place on March 18-19, 2014 in preparation for CAISO’s implementation of the 15-minute Scheduling and Settlements at 1/3 of the normal cost

• Drafting of the Request for Information for potential power supply resource solutions that may replace coal-fired generation or alternative power supply, storage and related resources that could assist one or more of the Member Utilities in fulfilling regulatory mandates after 2020 is in process

• Discussions with WAPA regarding due date changes for Integrated Resource Plan/Alternative Plan Updates and the Minimum Investment Report requests; meeting with WAPA is scheduled for the April 3, 2014 meeting

• Plans to try on improving the reporting requirements with the CEC this year; next step is to come up with a recommendation paper in order to start the dialogue with the CEC

• Black & Veatch Quarterly Presentation was held on the following topics: 1. Market Outlook/Energy Market Perspective 2. Regional Transmission Expansion (Southern Nevada Intertie, Southwest Intertie, Transwest

Express, Zephyr & others) 3. Replacement (addressing the retirements of some units at Four Corners, San Juan, and potentially

IPP and Navajo) 4. Economic Outlook for Storage Summary (including discussion of how the ancillary services and

flexible capacity markets will have to grow and evolve to make storage economic)

110

Renewable Energy The Renewable Energy Working Group held regular meetings (the 2nd and 4th Thursday of each month) on 02/13/14 and 02/27/14. We conducted routine discussions on transmission updates for renewable projects, WREGIS, regulatory/legislative updates, legal matters, financial analysis and various renewable projects. The other special activities were: • Seeking SCPPA Board approval on a solar project that involves participation from five SCPPA

members, Lodi & PWRPA • Seeking SCPPA Board approval on a solar project with the first solar prepayment structure • Finalized 2 solar PPA Amendments due to potential changes of the project sites • Bids from the Grayson Landfill Gas Clean-up Process RFP were evaluated; successful bidder is

Venture Engineering & Construction, Inc. • Negotiated and finalized the SCPPA Consent Agreement, along with their Shared Facilities and Co-

Tenancy Agreements, for 2 recently signed solar projects that are going through a corporate restructure

• Working on partial MW true-up procedure and exploring the possibilities of dynamic scheduling for the Don Campbell Geothermal Project

• IID presented the Salton Sea Restoration & Renewable Energy Initiative on 02/13/14 after the renewables meeting and is seeking interest from SCPPA members

• Starting PPA negotiations on an existing landfill gas power generating facility with participation from five SCPPA members

• Internal workshop was held on 02/27/14 after the renewables meeting to complete our evaluations of the 2013 proposals; compiling Members’ selections before sending response letters to bidders

• 2014 RFP for Renewable Energy and Energy Storage Projects is in process of being amended to encourage submission of energy storage proposals by April 1, 2014 due to the rapidly approaching deadline for publicly-owned utilities to submit energy storage procurement targets to the California Energy Commission before October 1, 2014

Transmission & Distribution Engineering & Operations (T&D E&O) The T&D E&O Working Group held a regularly scheduled meeting on 03/04/14 (1st Tuesday of each month). The Group conducted routine discussions on benchmarking, best practices and lessons learned. The other special activities were: • Efforts to participate in PA Consulting’s national reliability metrics benchmarking survey is starting for

those Members that have elected to join • SCPPA internal reliability metrics benchmarking table has been completed in efforts to help each other

improve by sharing information • Discussions on how to best coordinate mutual aid efforts for SCPPA members via APPA & CUEA; may

need to hold separate meetings on this issue since there are additional staff that need to participate • Pasadena will be hosting the Western Underground Committee meetings from March 25-28, 2014 • Hosted NWPPA Foreman Leadership Training Sessions 1 & 2 on February 10-13, 2014; very well

received

2

111

Generation The Generation Group did not hold a regular meeting (3rd Tuesday of every other month). The March meeting is cancelled due to the WTUI annual conference. The next meeting is scheduled to be on 05/20/14. Transmission The Transmission Working Group did not hold a regular meeting (2nd Thursday of each beginning quarter). The next meeting is scheduled to be on April 10, 2014. Special Projects • SCPPA’s acquisition of the Apex Power Project (combined cycle) is in the final stages; seeking to close

in March, 2014 • Research potential training possibilities; negotiate and obtain requested training proposals • Management of various RFP processes • Finalizing agreements for various products and services ranging from training, consulting and

engineering services, project studies and subscription services • Assessing the consideration to set up the framework for a Joint Purchasing Agreement • Reviewing and dispersing information on intern applications received through the SCPPA intern

program and assist in cleaning up the intern summary matrix workbook • Reviewing and working on improving the audio/visual system • Working on streamlining internal process, documents, and templates to help meet members’ needs

more efficiently; cleaning up SCPPA’s secured ftp site • Review and maintenance of the Phase II Renewable Development Agreement budget tracking

spreadsheet and Reporting Forms Matrix

3

112



MEETING DATE: March 20, 2014 RESOLUTION NUMBER: 2014-028 CONSENT DISCUSSION X RENEWAL NEW X Place an X in box next to the appropriate consideration(s) above.




Colton X LADWP Azusa X Cerritos Pasadena Banning X Glendale X Riverside Burbank IID Vernon


SUBJECT: Astoria 2 Solar Project is to provide 75MW capacity of long-term solar supply of renewable energy to the members, along with the City of Lodi (Lodi) and Power and Water Resources Pooling Authority (PWRPA), for the purpose of satisfying the needs of the members and their governing bodies to meet desired specified renewable energy resource goals. RECOMMENDATION: (I) Approval authorizing the negotiation, execution and delivery of (a) a power purchase agreement and related documents, agreements and instruments (b) a buyers joint project agreement between SCPPA, Lodi and PWRPA (c) five separate power sales agreements between SCPPA and the respective project participants; and (d) such other documents, instruments and agreements as may be necessary or appropriate to achieve the full utilization of the resources of the project and as shall best carry forth the interests of the authority and the project participants and as shall best achieve the authority’s and the project participants’ objectives (II) authorizing certain related actions; and (III) authorizing the officers of the authority to do all other things deemed necessary or advisable.

113

BACKGROUND: In pursuit of the goals of the Phase II Renewable Development Project, SCPPA has issued Requests for Proposals for potential renewable electric resources to address the renewable energy needs of its Member SCPPA and the of Cities of Azusa, Banning, Colton, Glendale and Vernon (the “SCPPA Project Participants”), along with Lodi and PWRPA as additional buyers, have negotiated and developed, in substantial form, a 75MW power purchase agreement with RE Astoria 2 LLC to facilitate the purchase of solar energy output and other rights and resources associated with the project, .of which, SCPPA will take 55MW (or 73.34%) (the “SCPPA Output Share”) on behalf of the SCPPA Project Participants, PWRPA will take 10MW (or 13.33%) and Lodi will take 10MW (or 13.33%). SCPPA, in turn, will sell the SCPPA Output Share to the SCPPA Project Participants pursuant to power sales agreements. RE Astoria 2 LLC is an affiliate of Recurrent Energy, LLC, with each being a Delaware limited liability company. FISCAL IMPACT: N/A

114

[Voice Vote]


RESOLUTION RELATING TO THE RE ASTORIA 2 SOLAR PROJECT: (I) AUTHORIZING THE NEGOTIATION, EXECUTION AND DELIVERY OF (A) A POWER PURCHASE AGREEMENT AND RELATED DOCUMENTS, AGREEMENTS AND INSTRUMENTS; (B) A BUYERS JOINT PROJECT AND AGENCY AGREEMENT BY AND AMONG THE AUTHORITY, THE POWER AND WATER RESOURCES POOLING AUTHORITY AND THE CITY OF LODI; (C) POWER SALES AGREEMENTS BETWEEN SCPPA AND THE REPSPECTIVE PROJECT PARTICIPANTS; AND (D) SUCH OTHER DOCUMENTS, INSTRUMENTS AND AGREEMENTS AS MAY BE NECESSARY OR APPROPRIATE TO ACHIEVE THE FULL UTILIZATION OF THE RESOURCES OF THE PROJECT AND AS SHALL BEST CARRY FORTH THE INTERESTS OF THE AUTHORITY AND THE PROJECT PARTICIPANTS AND AS SHALL BEST ACHIEVE THE AUTHORITY’S AND THE PROJECT PARTICIPANTS’ OBJECTIVES; (II) AUTHORIZING CERTAIN RELATED ACTIONS; AND (III) AUTHORIZING THE OFFICERS OF THE AUTHORITY TO DO ALL OTHER THINGS DEEMED NECESSARY OR ADVISABLE WHEREAS, the Southern California Public Power Authority ("SCPPA" or "the

Authority”) at the request of and on behalf of its members, has formed two Study Projects to facilitate the evaluation, acquisition and development of renewable energy resources, the first of which was the Renewable Electric Energy Resource Project created by adoption of Resolution No. 2006-13, subsequently superseded and replaced by the Phase II Renewable Development Project created by adoption of Resolution No. 2012-008, to provide a long-term supply of renewable energy to the members for the purpose of satisfying the needs of the members and their governing bodies to meet desired specified renewable energy resource goals; and

WHEREAS, in pursuit of the goals of the Phase II Renewable Development Project SCPPA has issued Requests for Proposals for potential renewable electric resources to address SCPPA member renewable energy needs, and the Project Participants in this project and the Renewables Project have identified certain potential photovoltaic solar energy generation and transmission resources contemplated to be developed in Kern County, California, called the RE Astoria 2 Solar Project (“Astoria 2” or “the Project”). The Project is being developed by RE Astoria 2 Solar LLC, a Delaware limited liability company, an affiliate of Recurrent Energy LLC, also a Delaware limited liability company; and

WHEREAS, the Project, when fully developed, will have an expected nameplate capacity of approximately 75MW (the “Facility Output”), and is anticipated to contain photovoltaic panels, inverters and a collection system and includes all structures or improvements erected on the project site and all alterations thereto or replacements thereof, all fixtures, attachments, appliances, equipment, machinery, and other articles attached thereto or to the extent used in connection therewith, and all spare parts or capital improvements which may from time to time

115

be incorporated or installed in or attached thereto, all related contracts and agreements for services or for real or personal property or goods related thereto, all real or personal property owned, easements granted upon or related thereto, and all other real and tangible and intangible personal property leased or owned by the developer to the extent associated with the project and placed upon or used in connection with the generation of electricity from the project; and

WHEREAS, RE Astoria 2 Solar LLC has applied or will apply to Kern County for a conditional use permit and other land use approvals with respect to the Project, and in connection therewith Kern County, as Lead Agency, has conducted an Initial Study pursuant to the California Environmental Quality Act an issued a Notice of Preparation for the Project (State Clearinghouse number 20144021072) on or about February 28, 2014, a copy of which may be viewed on the Kern County Planning and Community Development Department website at http://pcd.kerndsa.com/planning/notices-of-preparation; and

WHEREAS, the Authority, for the benefit of the Cities of Azusa, Banning, Colton, Glendale and Vernon, (the “SCPPA Project Participants”), along with the Power and Water Resources Pooling Authority (“PWRPA”) and the City of Lodi (“Lodi”) have negotiated and developed, in substantial final form, a Power Purchase Agreement with RE Astoria 2 Solar LLC to facilitate the acquisition of the Facility Output and other rights and resources associated with the Project, of which SCPPA will take 55MW (or 73.34%) (the “SCPPA Output Share”), PWRPA will take 10MW (or 13.33%) and Lodi will take 10MW (or 13.33%); and

WHEREAS, the Authority, PWRPA and Lodi have negotiated and desire to enter into a Buyers Joint Project and Agency Agreement, for the purposes, among others, of establishing a decision making process for them to follow as joint purchasers under the Power Purchase Agreement and designating the Authority to act as the “Buyers’ Agent” in dealings with RE Astoria 2 Solar LLC, as contemplated in said Power Purchase Agreement; and

WHEREAS, the SCPPA Project Participants desire to obtain the SCPPA Output Share of the Facility Output of the Project; and

WHEREAS, the Authority and each of the SCPPA Project Participants desire to enter into the RE Astoria 2 Solar Project Power Sales Agreements (collectively, the “Power Sales Agreements”), whereby the Authority will provide to each of such Project Participants its proportionate share of the SCPPA Output Share of the Facility Output along with other rights and resources associated with the Project, and each such Project Participant will agree to pay its proportionate share of all costs, liabilities and obligations of the Authority in connection with the Project, including, but not limited to, the costs for delivery of energy, capacity and other attributes pursuant to the Power Purchase Agreement and all of the Authority’s other costs associated therewith; and

WHEREAS, SCPPA and the Project Participants desire to provide for the further development, negotiation, entering into, execution and delivery of such other documents, instruments, agreements and arrangements with respect to the resources of the Project so as to facilitate the generation, transmission and delivery of energy associated with the Project and to provide for the negotiation and approval of those terms and conditions with respect to such agreements and arrangements as shall best carry forth the interests of the Authority and the Project Participants and as shall best achieve the Authority’s and the Project Participants’ objectives.

116

http://pcd.kerndsa.com/planning/notices-of-preparation


1. The Executive Director is hereby delegated all right power and authority to negotiate and finalize, and each of the President, Vice President and Executive Director of the Authority is hereby authorized and directed, upon the successful negotiation thereof, to execute and deliver (A) the Power Purchase Agreement, in substantial form as described herein, and each of such other agreements, documents and instruments the substance or form of which are referenced in or otherwise attached to the Power Purchase Agreement and related documents or which may be contemplated by the terms of the Power Purchase Agreement and to which the Authority is to be a party or is to sign, and (B) the Buyers Joint Project and Agency Agreement, each with such changes, insertions and omissions as shall be approved by said President, Vice President or Executive Director (such approval to be conclusively evidenced by her or his execution and delivery thereof), and each of the Secretary and any Assistant Secretary is hereby authorized to attest to such signature. The Power Purchase Agreement (including such other agreements, documents and instruments the form of which is attached to the Power Purchase Agreement or is referenced therein) and the Buyers Joint Project and Agency Agreement are hereby approved in substantially the form as provided under this resolution.

2. The Executive Director is hereby delegated all right power and authority to negotiate and finalize, and each of the President, Vice President and Executive Director of the Authority is hereby authorized and directed to execute and deliver, the Power Sales Agreements, with each of the SCPPA Project Participants, to wit: the City of Azusa, the City of Banning, City of Colton the City of Glendale, and the City of Vernon, each in substantially the form on file with the Authority, with such changes, insertions and omissions as shall be approved by said President, Vice President or Executive Director (such approval to be conclusively evidenced by her or his execution and delivery thereof), and each of the Secretary and any Assistant Secretary is hereby authorized to attest to such signature. The forms of the Power Sales Agreements are hereby made a part of this Resolution as though set forth in full herein and the same hereby are approved.

3. In addition to the foregoing, in order to facilitate the negotiation and consummation of the contemplated arrangements for the generation and delivery of energy from Astoria 2 and to enter into other necessary or appropriate agreements associated with the acquisition of energy and solar generation resources of the Project and the delivery of the energy and environmental attributes of the Project to Southern California, and to achieve the full utilization of the resources of the Project, the Board of Directors hereby delegates to the Executive Director of the Authority all right, power and authority to negotiate, approve and execute agreements and arrangements with respect to the resources of the Project to facilitate the generation, transmission and delivery of energy associated with the Project and to negotiate and approve those terms and conditions with respect to such agreements and arrangements as shall best carry forth the interests of the Authority and the Project Participants and as shall best achieve the Authority’s and the Project Participants’ objectives.

4. Each of the President, Vice President, Secretary, any Assistant Secretary, the Executive Director and any other officer of the Authority is hereby authorized to execute and deliver any and all agreements, documents and instruments and to do and cause to be done any and all acts and things deemed necessary or advisable for carrying out the transactions

117

contemplated by this Resolution (including, but not limited to, making such changes to the agreements, documents and instruments referred to in this Resolution if such changes are determined by the President, Vice President or Executive Director to be necessary or advisable). Each reference in this Resolution to the President, Vice President, Secretary, Assistant Secretary or Executive Director shall refer to the person holding such office or position, as applicable, at the time a given action is taken and shall not be limited to the person holding such office or position at the time of the adoption of this Resolution. All actions heretofore taken by the officers, employees and agents of the Authority in furtherance of the transactions contemplated by this Resolution are hereby approved, ratified and confirmed.



_____________________________________

PRESIDENT Southern California Public

Power Authority

ATTEST: _____________________________________ ASSISTANT SECRETARY Southern California Public Power Authority

118







Colton LADWP x Azusa Cerritos Pasadena Banning Glendale Riverside Burbank IID Vernon


SUBJECT: The establishment of and authorization of the Springbok Solar Farm I Project to provide 100MW of capacity and long-term renewable solar energy to the City of Los Angeles for the purpose of satisfying the renewable energy resource goals of the City of Los Angeles. RECOMMENDATION: Authorize the negotiation, execution and delivery of a power purchase agreement, a separate power sales agreement between the Authority and the City of Los Angeles acting by and through the Department of Water and Power (“LADWP”), an agency agreement between the Authority and LADWP, issuance of any necessary notices under CEQA Guidelines and authorize the negotiations, execution and delivery of such other documents, instruments and agreements as may be necessary or appropriate in furtherance of the Springbok Solar Farm I Project and as shall best carry forth and achieve the interests and objectives, respectively, of the Authority and the LADWP.

119

BACKGROUND: In pursuit of the goals of the renewable development study project, the Authority has issued requests for proposals for potential renewable electric resources to address the Authority member renewable energy needs, and the LADWP in this project. Pursuant to that process the LADWP has identified the Springbok Solar Farm I as a viable solar photovoltaic power project which will further its renewable goals and needs. The Authority and the LADWP have negotiated and developed, in substantial form, with 62SK 8me LLC a 100MW power purchase agreement to facilitate the purchase of solar energy and other rights and resources associated with the project. As a vehicle toward achieving a lowered contract price the Authority and the LADWP have included in the power purchase agreement a prepay structure through which the Authority contemplates the prepayment of a portion of the energy from the Springbok Solar Farm I Project. FISCAL IMPACT: N/A

120

[Voice Vote]


RESOLUTION RELATING TO THE SPRINGBOK SOLAR FARM I PROJECT: (I) AUTHORIZING THE NEGOTIATION, EXECUTION AND DELIVERY OF (A) A POWER PURCHASE AGREEMENT AND RELATED DOCUMENTS, AGREEMENTS AND INSTRUMENTS, INCLUDING, IN THE EVENT OF A FUTURE PURCHASE OF THE FACILITY, THE FORM OF OPTION AGREEMENT AND THE APPROPRIATE NOTICES OF DETERMINATION PURSUANT TO SECTION 15096 OF THE STATE CEQA GUIDELINES (14 CCR SEC. 15096); (B) A POWER SALES AGREEMENT BETWEEN THE AUTHORITY AND THE CITY OF LOS ANGELES ACTING BY AND THROUGH THE DEPARTMENT OF WATER AND POWER; (C) AN AGENCY AGREEMENT FOR PROJECT MANAGEMENT; (D) SUCH OTHER DOCUMENTS, INSTRUMENTS AND AGREEMENTS AS MAY BE NECESSARY OR APPROPRIATE TO ACHIEVE THE FULL UTILIZATION OF THE RESOURCES OF THE PROJECT AND AS SHALL BEST CARRY FORTH THE INTERESTS OF THE AUTHORITY AND THE PROJECT PARTICIPANT AND AS SHALL BEST ACHIEVE THE AUTHORITY’S AND THE PROJECT PARTICIPANT’S OBJECTIVES (II) AUTHORIZING CERTAIN RELATED ACTIONS; AND (III) AUTHORIZING THE OFFICERS OF THE AUTHORITY TO DO ALL OTHER THINGS DEEMED NECESSARY OR ADVISABLE WHEREAS, the Southern California Public Power Authority ("SCPPA" or "the

Authority”) and certain of its members have taken measures to facilitate the acquisition and development of certain renewable resources, including solar resource facilities, as part of the renewable development study project pursuant to the Phase II Renewable Development Agreement created by the Board of Directors pursuant to Resolution No. 2012-008, to provide a long-term supply of renewable energy to the members for the purpose of satisfying the needs of the members and their governing bodies to meet desired specified renewable energy resource goals; and

WHEREAS, in pursuit of the goals of the renewable development study project SCPPA has issued Requests for Proposals for potential renewable electric resources to address SCPPA member renewable energy needs, as part of that process the City of Los Angeles acting by and through the Department of Water and Power (“LADWP” or “Project Participant”) has identified a photovoltaic solar energy generation resources contemplated to be developed in Kern County, California. This solar energy project has been denominated as the Springbok Solar Farm I Project (the “Project”). The Project is being developed by 62SK8me, LLC a Delaware limited liability company (“Power Purchase Provider”). Power Purchase Provider is an affiliate of 8minutenergy Renewable, LLC a Delaware limited liability company. The Project is planned to entails a renewable energy generating facility anticipated to be situated on private lands which will be purchased by Power Purchase Provider pursuant to a purchase option; and

121

WHEREAS, at the current time Power Purchase Provider as the developer of the Project has planned for the development, construction and operation of the Project, and pursuant to the Power Purchase Agreement negotiated between SCPPA and Power Purchase Provider, proposes to sell to SCPPA the full Facility Output of the Project (the developed “Facility,” as further described herein). The Facility, when fully developed, is contemplated to entail a solar power generating facility with an expected nameplate capacity of approximately 100MW. The Facility is projected to directly interconnect into the LADWP Beacon Substation within the LADWP balancing authority area; and

WHEREAS, the Authority, for the benefit of the Project Participant has negotiated and developed, in substantial form, a power purchase agreement (the “Power Purchase Agreement”) with Power Purchase Provider to facilitate the acquisition of solar energy output and other rights and resources associated with the photovoltaic solar energy facility; and

WHEREAS, the Authority and the Project Participant intend to provide for a structure to prepay a certain portion of the energy from the Project, which will include among other things the need at a future time to present and obtain further authorizations from the Authority Board for the issuance of bonds to make any such prepayment; and

WHEREAS, the Authority and the Project Participant desire to put into place certain acquisition alternatives under which SCPPA would be provided the ability to exercise an option to purchase or acquire the Facility or to otherwise succeed to the ownership of the Facility as well as related resources; and

WHEREAS, pursuant to the renewable energy resource goals the Authority, for the benefit of the Project Participant plans to enter into the Power Purchase Agreement with the Power Purchase Provider to purchase the full output of the Facility and to acquire other rights and resources, including but not limited to the purchase option and the rights under other ancillary agreements associated with the Project; and

WHEREAS, it is contemplated that the Power Purchase Provider will make certain improvements to the Facility which improvement work will necessitate an environmental review under the California Environmental Quality Act (California Public Resource Code Sections 21000-21177), as part of any such environmental review process SCPPA may issue a notice of determination as a responsible agency pursuant to the California Environmental Quality Act Guidelines (California Code of Regulations, Title 14, Division 6, Chapter 3, Section 15096); and

WHEREAS, the Authority and the Project Participant desire to enter into the Springbok Solar Farm I Project Power Sales Agreement (collectively, the “Power Sales Agreement”), whereby the Authority will provide to the Project Participant the full output of the Project, and the Project Participant will agree to pay all costs, liabilities and obligations of the Authority in connection with the Project; and

WHEREAS, in connection with the Project, SCPPA anticipates the development, negotiation, execution and delivery of an Agency Agreement with the LADWP to carry forth the necessary project management tasks associated with the Project and to designate the LADWP to act as the agent and project manager for SCPPA in connection with the management and administration of the Project; and

122

WHEREAS, SCPPA and the Project Participant desire to provide for the further development, negotiation, entering into, execution and delivery of such other documents, instruments, agreements and arrangements with respect to the resources of the Project so as to facilitate the generation, transmission and delivery of energy associated with the Project and to provide for the negotiation and approval of those terms and conditions with respect to such agreements and arrangements as shall best carry forth the interests of the Authority and the Project Participant and as shall best achieve the Authority’s and the Project Participant’s objectives.


1. The Executive Director is hereby delegated all right power and authority to negotiate and finalize, and each of the President, Vice President and Executive Director of the Authority is hereby authorized and directed, upon the successful negotiation thereof, to execute and deliver the Power Purchase Agreement, in substantial form as described herein, and each of such other agreements, documents and instruments the substance or form of which are referenced in or otherwise attached to the Power Purchase Agreement (including, but not limited to, the substance and form of the Option Agreement is to be attached to the Power Purchase Agreement) or which may be contemplated by the terms of the Power Purchase Agreement and to which the Authority is to be a party or is to sign, each with such changes, insertions and omissions as shall be approved by said President, Vice President or Executive Director (such approval to be conclusively evidenced by her or his execution and delivery thereof), and each of the Secretary and any Assistant Secretary is hereby authorized to attest to such signature. The Power Purchase Agreement (including such other agreements, documents and instruments the form of which is attached to the Power Purchase Agreement or is referenced therein) is hereby approved in substantially the form as provided under this resolution.

2. Each of the President, Vice President and Executive Director of the Authority is hereby authorized and directed to execute and deliver the Power Sales Agreements, with the City of Los Angeles acting by and through the Department of Water and Power, in substantially the form on file with the Authority, with such changes, insertions and omissions as shall be approved by said President, Vice President or Executive Director (such approval to be conclusively evidenced by her or his execution and delivery thereof), and each of the Secretary and any Assistant Secretary is hereby authorized to attest to such signature. The form of the Power Sales Agreement is hereby made a part of this Resolution as though set forth in full herein and the same hereby is approved.

3. Each of the President, Vice President and Executive Director of the Authority is hereby authorized and directed to develop, negotiate, finalize, enter into execute and deliver an Agency Agreement which provides for the City of Los Angeles acting by and through the Department of Water and Power to act as agent and project manager for the Authority, in substantially the form on file with the Authority, with such changes, insertions and omissions as shall be approved by said President, Vice President or Executive Director (such approval to be conclusively evidenced by her or his execution and delivery thereof), and each of the Secretary and any Assistant Secretary is hereby authorized to attest to such signature. The form and substance of the Agency Agreement is hereby made a part of this Resolution as though set forth in full herein and the same hereby is approved.

123

4. In addition to the foregoing, in order to facilitate the negotiation and consummation of the contemplated arrangements for the generation and delivery of energy from the Facility and to carry forth other necessary or appropriate agreements associated with the acquisition of energy and solar generation resources of the Project and the delivery of the energy and environmental attributes of the Project to Southern California, and to achieve the full utilization of the resources of the Project, the Board of Directors hereby delegates to the Executive Director of the Authority all right, power and authority to negotiate, approve and execute agreements and arrangements with respect to the resources of the Project to facilitate the generation, transmission and delivery of energy associated with the Project and to negotiate and approve those terms and conditions with respect to such agreements and arrangements as shall best carry forth the interests of the Authority and the Project Participant and as shall best achieve the Authority’s and the Project Participant’s objectives.

5. Each of the President, Vice President, Secretary, any Assistant Secretary, the Executive Director and any other officer of the Authority is hereby authorized to execute and deliver any and all agreements, documents and instruments and to do and cause to be done any and all acts and things deemed necessary or advisable for carrying out the transactions contemplated by this Resolution (including, but not limited to, making such changes to the agreements, documents and instruments referred to in this Resolution if such changes are determined by the President, Vice President or Executive Director to be necessary or advisable). Each reference in this Resolution to the President, Vice President, Secretary, Assistant Secretary or Executive Director shall refer to the person holding such office or position, as applicable, at the time a given action is taken and shall not be limited to the person holding such office or position at the time of the adoption of this Resolution. All actions heretofore taken by the officers, employees and agents of the Authority in furtherance of the transactions contemplated by this Resolution are hereby approved, ratified and confirmed.



_____________________________________

PRESIDENT Southern California Public

Power Authority

ATTEST: _____________________________________ ASSISTANT SECRETARY Southern California Public Power Authority

124

TO: Bill D. Carnahan FROM: Bryan Cope SUBJECT: Director of Program Development – Monthly Report DATE: March 11, 2014 The following is a summary of Committee and Working Group activities for inclusion in the SCPPA Board package for March 20, 2014. Public Benefits Committee (PBC) The PBC held its regularly scheduled meeting on the first Wednesday of the month, March 5th. The key points of discussion and interest are presented below. Enercom Inc. began the day with a thorough presentation of their on-line energy (and water) use auditing tool for residential customers. This product was the precursor to a similar tool that was developed by Apogee, Inc., who SCPPA currently maintains a Professional Service Agreement to provide on-line energy audits. Enercom and Apogee are competitors. Pasadena uses Apogee through SCPPA’s PSA but Riverside and Azusa use Enercom through individual Agreements. Enercom is a participant in APPA’s Hometown Connections and is offering SCPPA Members a significant discount if we can get critical mass to participate. Members' E3 modeling and associated reports are now due to accommodate the scheduled delivery of our statewide report to the CEC by March 15, 2014. The POU Technical Reference Manual (TRM) development with CMUA and NCPA is on-track. The contractor expects to be completed in March 2014 and we are currently planning a training session at the PBC meeting in April. The CEC’s recent request for information re: POUs’ SB1solar development programs was discussed with Tanya DeRivi. The PBC requested a draft of the impending response that is being developed between SCPPA/NCPA/CMUA. CMUA’s sub-committee that was formed to improve the working relationship with the CEC staff and the Commission on energy efficiency regulations continues to develop the set of talking points and associated PowerPoint presentation that Commissioner McAlister and his staff have asked us for. SCPPA drafted the initial outline and it has now morphed into an FAQ structure to adhere to the CEC’s standard presentation format for such topics.

125

SCPPA’s efforts to participate with NCPA and CMUA in a case study for the 2016 process are moving forward so Members can clearly and equitably claim energy savings from the State’s codes and standards. The PBC continues to evaluate the myriad of potential presenters or “vendors, including: Nexant Inc. for program tracking and on-line audit services; Blue Earth Inc. to present their new and innovative energy savings technologies; Automated Energy to discuss the services they provide under an existing Agreement with SCPPA that IID is strongly considering; and AM Conservation which provides on-line catalog and purchasing services that some Members have expressed interest in. Energy Storage Working Group (ESWG) The ESWG held its 3rd bi-weekly meeting and finalized SCPPA’s response to the CEC staff summarizing Members' Energy Storage development activities to-date. This request was a result of our teleconference with CEC staff in February. CEC staff were very appreciative of the information that was provided to them March 7. We also reviewed the draft Abstract on the economics of energy storage systems that I prepared for Members. Based on feedback and suggestions by Members, I will merge this document with the Energy Storage Technology Abstract that I prepared for the Group last month to make a single document to create the ESWG’s study on energy storage systems. Members agreed that there is insufficient time to issue a separate or new Request for Information (or Proposals). Instead, it was agreed that SCPPA should prepare an amendment to the exiting Renewables and Energy Storage RFP and specify that Respondents are encouraged to submit Energy Storage responses for our review in April. I will work with Kelly Nguyen to prepare the Amendment. Lincoln Bleavens of BWP informed the Group that the Delta Utah Compressed Air Energy Storage study had received an initial approval for next steps and evaluation by WECC. BWP was considering introducing this potential project at the March Board meeting but has requested a delay so as to garner additional support and participation by other Members. The Group also agreed that it will be good to get additional information from other consultants on the tools or models that are commercially available to assess cost-effectiveness of energy storage systems for utilities, beyond EPRI who is presenting to SCPPA on March 14. I have reached out to DNV GL (aka KEMA), Navigant and Black & Veatch. DNV GL has confirmed for March 19 and I am working to get the others here on March 25. Also related to Energy Storage, the review and analysis of Glendale’s potential procurement of 10MW of peak load shift from Ice Energy continued through the month. I attended a presentation by Ice Energy with Lon Peters of GWP and Michael Berwanger of PFM to review the financial statements and prospective outlook of their company as part of our due diligence process. In parallel, Lon and I met with Arup Ltd. who was selected t perform the technical review of the Ice Energy technologies that will be used to provide the 10MW of permanent peak load shift for GWP. Arup is contracted to completed their review the first week of April. With an expectation that the necessary participation agreements and other internal legal instruments are drafted, Lon has asked if SCPPA can be prepared to request authorization by the Board to proceed with establishing the Agreements with Ice Energy and GWP that are necessary to begin the Bond sale process in April. I will arrange for a meeting of the GWP/Ice Energy Review team to discuss next steps and the overall process schedule in the coming days. Rate Design Working Group (RDWG) The RDWG held its first meeting on February 26 and it was attended by 7 people from 5 utilities, with the 6th participating Member unable to attend. The kick-off meeting was a very productive exchange of ideas and information related to: what Members want to get out of the Group; what issues each Utility faces regarding rate

2 126

design and revenue recovery; and opportunities for joint action and support. While many of the same issues were common among Members (net metering and fixed cost recovery, rate equity, cross subsidization, etc.) the most important agreement and understanding was that no two utilities will be able to use the same exact designs or structures. This is caused by the different customer make up, resource mixes, billing and metering systems and many other factors. However, if a common theme or thread can be developed for SCPPA Members the realignment of rates to improve cost recovery all Members will benefit. Banning is particularly interested and supportive this collective effort to analyze the issues in order to develop a cost-based restructuring of their electric rates that is revenue neutral with as few negative impacts on any specific customer sector(s). Agreeing that is not a simple task, the group agreed to meet once per month for approximately the next 1 year, or until a solution is reached. EV Working Group (EVWG) The EVWG met on March 12, at its regularly scheduled meeting on the 2nd Wednesday of the month. The Group requested SCPPA issue a Request for Qualification to develop a list of licensed and bonded firms or individuals who can demonstrate experience and ability to provide EV charging equipment installation services. Any resulting list of qualified contractors is intended to be displayed on the socalev.org website that LADWP is sponsoring for the EVWG participants. The intent is to simplify the installation process for customers who want to install Level 2 AC or DC Fast Chargers at their home or business. LADWP reiterated their request for additional lobbying support at SCAQMD by SCPPA on behalf of other Members and directly from other Members. The Rule 1196 and Rule 2202 issues are continuing efforts that would benefit from additional input and support. I am also going to prepare a Survey Monkey tool for Members to provide answer to questions related to the overarching question(s): “Is your community (or Utility) “ready” for EVs”. This is in response to a short presentation by Marvin Moon on the Edison Electric Institute and the Plug-In Electric Vehicle Collaborative’s respective publications on “EV Readiness” at the Utility and Community Level. Members want to use this information as a cross-check and comparison to see what others have done, are doing and expect to do to prepare for and develop EV Programs.

3 127




FROM: METHOD OF SELECTION: Finance Competitive Energy Systems Cooperative Purchase Program Development X Sole Source X Regulatory/Legislative Single Source Project Administration Other Legal If other, please describe: Place an X in box next to the appropriate consideration(s) above.



Colton X LADWP X Azusa X Cerritos Pasadena X Banning X Glendale X Riverside X Burbank X IID X Vernon


SUBJECT: Case Study Development for 2016/19 Title 24 Enhancements RECOMMENDATION: Approve the Resolution authorizing SCPPA to enter into a Joint Action Agreement with the California Municipal Utilities Association and Northern California Power Agency to develop a case study to improve the 2016/19 California Title 24 Building Codes related to lab fume hoods. This work will be performed by Alternative Energy Solutions Corporation (AESC) and Energy Solutions, Inc. who will be under contract to CMUA. BACKGROUND: The potential revisions to the T24 codes for lab fume hoods will be the first case study performed by POUs in California. Heretofore, all such case studies for T24 enhancements have been performed by IOUs. Because of this POUs have been excluded from claiming our relative share of the energy savings attributed to new statewide Building Codes and Appliance Standards (Title 20). With POUs’ participation and sponsorship of this case study, the CEC has acknowledge and agreed that any participation POU will be allowed to claim their respective share of the energy savings and peak demand reductions that are deemed available from all codes and standards.

128

These savings are substantial and will be achieved at a fraction of the price of Members’ existing efficiency programs. In Fiscal Year 2013, the POUs’ share of the statewide Codes & Standards savings were approximately 165 GWH/yr and 21 MW. Of these, SCPPA’s combined relative shares, based on percentage of load, were 102 GWH/yr and 13 MW. The overall cost for the consulting services is approximately $288,000, of which SCPPA Members share is estimated at approximately $176,300, with the expectation that all 38 POUs will participate. These amounts were also derived based on percentage of statewide POU load, as discussed and agreed upon by CMUA, NCPA, SCPPA, LADWP and SMUD representatives. Based on these data, the energy savings available to SCPPA Members can be achieved at a price of 1.7 mills/kWh – almost an entire order of magnitude less expensive than existing energy efficiency programs. The proposed engineering services being contracted for with AESC and Energy Solutions would be performed under a sole source contract. AESC was selected for the primary role because the firm developed the existing database and experiential data to be used in the T24 energy savings calculations in previous work performed at Cal Tech, in association with Pasadena Water and Power. Use of this data existing base will save participants potentially hundreds of thousands of dollars and many hours of research that would have otherwise needed to be performed before this case study could be developed. This was the primary reason that lab fume hood study was undertaken, as opposed to other options that were made available or “offered” to POUs by other stakeholders (the IOUs, CPUC and CEC). Energy Solutions is the CPUC’s authorized “facilitator” for Tittle 254 proceedings and they will work in partnership to administer the work and facilitate the stakeholder meetings necessary to complete the detailed and lengthy review process necessary to achieve statewide approval and adoption. FISCAL IMPACT: None. Participating Members are responsible for ensuring funds are in their respective budgets to fully pay for all services received from the Joint Action activity with CMUA and NCPA.

129


RESOLUTION OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AGREEMENT TO PARTICIPATE WITH THE CALIFORNIA MUNICIPAL UTILITIES ASSOCIATION ("CMUA") AND NORTHERN CALIFORNIA POWER AGENCY (“NCPA”) IN THE DEVELOPMENT OF A TECHNICAL CASE STUDY FOR ENHANCEMENT OF THE CALIFORNIA TITLE 24 BUILDING CODES RELATED TO LAB FUME HOODS, AND PROVIDING FOR ADDITIONAL CONTRIBUTIONS TO THE AUTHORITY'S GENERAL FUND, AND TAKING CERTAIN RELATED ACTIONS (RESTRUCTURING)



WHEREAS, certain Members have a need to evaluate and report on energy efficiency programs implemented within their service territories and complete forms, reports and related documentation for consideration by applicable governing bodies who define, regulate, and/or monitor Member energy efficiency program activities; and

WHEREAS, CMUA has a similar interest and is offering a joint contracting and cost sharing opportunity for Participants and Members of the Northern California Power Agency, to develop a case study ("Services") which will be used to update and improve the California Title 24 Building Codes related to lab fume hoods; and

WHEREAS, the Authority is willing and able to (i) retain contractors under contract with CMUA to provide Services and (ii) bill all proportionate expenses and costs of retaining contractors through CMUA to the Members receiving said Services; and



130





1. The Executive Director is authorized and directed to contract with CMUA to acquire services at the request of Member(s) of the Authority, provided that such Member(s) agree, in writing, to bear all costs and expenses associated with Services provided to Member(s), respectively.

2. Members choosing to participate in the Case Study Program (Program) through CMUA will be charged the proportionate share of the total Program equal to the percentage of each participating Members’ retail load relative to that of the total retail load of all publicly-owned utilities that elect to participate in the Program.


a) shall be solely for the purpose of paying costs and expenses incurred by the Authority with respect to CMUA, and pending application for such purpose the contributions shall not be expended to pay costs or expenses properly allocable to one or more projects as provided in Section 3 of Resolution No. 1992-1;

b) with respect to each bill SCPPA receives from CMUA, shall be billed to the Members that have received services from CMUA with respect to such bill, with the amount of each such Member's bill to be based upon their relative share of total Program costs, as described above; and

c) shall be billed and collected by adding the amounts provided above to the Authority's Hoover Uprating Project billings to Anaheim (if applicable), and to the Authority's Palo Verde Project billings to the other applicable Members, with such amounts designated as "Resolution No. 2014-030 Charge."

4. Although the amounts to be contributed under this Resolution and related income shall constitute part of the General Fund, they shall be held and accounted for in a separate subaccount within the existing Restructuring Account. The Executive Director of the Authority is hereby directed to establish a subaccount (the

131

CMUA Title 24 Subaccount) within the Restructuring Account for the purpose of holding contributions and related income, and making disbursements, under this Resolution. The President, Vice President, Secretary, any Assistant Secretary and the Executive Director of the Authority are each authorized to execute checks drawn on the Restructuring Account from time to time.

5. Amounts contributed to and held in the General Fund and the CMUA Title 24 Subaccount pursuant to this Resolution will not be contributed or held for the purposes of any project for which the Authority has obtained any form of external financing. Such amounts shall not constitute (a) Revenues, or (b) revenues, income, rents or receipts derived by the Authority from or attributable to Authority Capacity (or to the payment of the costs thereof) or the ownership or operation of any Project. As used herein, "Revenues," "Authority Capacity" and "Project" shall have the respective meanings set forth in the indentures of trust and other instruments governing the external financing arrangements entered into from time to time by the Authority.




PRESIDENT



132

TO: Board of Directors FROM: Steven L. Homer SUBJECT: Director of Project Administration’s Report DATE: March 10, 2014 _________________________________________________________________

The following is a summary of the activities of the Project Administrator from February 14, to March 14, 2014. PALO VERDE PROJECT: • Work continues representing Participants in Transmission E&O Meetings and

Switchyard Legal and Negotiating (L&N) Committee meetings, and attending the Generating Station E&O Committee meetings.

• The Institute of Nuclear Power Operations (INPO) completed a biennial review of

plant operations. Palo Verde received the highest rating.

SAN JUAN UNIT 3 PROJECT: • Work continues (with Anaheim and M-S-R) reviewing and participating in the

negotiations regarding the San Juan coal budget. • Work is continuing on a new interconnection agreement with Tucson Electric

Power. Accumulated inadvertent balances will be addressed following completion of the interconnection agreement.

• In order to address regional haze and comply with Best Available Retrofit

Technology (BART), the State of New Mexico has issued a State Implementation Program (SIP), recommending Selective Non-Catalytic Reduction.

• The EPA has issued a Federal Implementation Program (FIP) recommending full

Selective Catalytic Reduction on all four units. Various appeals are under way, supported by the State of New Mexico and the Navajo Nation.

• The EPA issued a 90-day stay to allow the parties to explore solutions other than

SCR or SNCR. New Mexico Environmental Department held public forums prior

133

to meeting with the parties. The stay and an extension expired November 29, 2012.

• On October 9, 2012, the State of New Mexico announced a provisional term sheet

for a revised State Implementation Program, which included shut down of Units 1 & 2, and other requirements of PNM to mitigate economic impacts on the area. The EPA did not accept the proposal, stating that their visibility improvement standards were not met.

• The San Juan owners met to develop alternative proposals, including shutdown of

1, 2, or 3 units, with the California owners possibly exiting the project.

• PNM has signed an EPC contract for installation of 4-unit SCR and balanced draft. The contract can be cancelled at any time if an alternate plan is approved. Funding of the work has not yet been approved by the owners.

• The EPC contract was placed in suspension on January 4, 2013, pending

resolution of an alternate proposal from the State of New Mexico to the EPA.

• The State of New Mexico, the EPA, and PNM signed a term sheet in February 2013. Units 2 & 3 will close at the end of 2017, and Units 1 & 4 will be retrofitted with SNCR.

• The New Mexico Environmental Improvement Board approved the State

Implementation Plan in August 2013. The plan now goes to the EPA for public review and approval, which is expected in October 2014.

• The owners continue to meet to negotiate terms to allow the California owners to

exit the project.

HOOVER UPRATING PROJECT • Contractors from Arizona, Nevada and California met for two years to negotiate

terms for renewal of the contracts, which expire in 2017. Legislation was proposed to both houses of Congress in December 2009, and was signed by the President in December 2011.

• Meetings are being held among Western and the existing Contractors to discuss

the process for negotiating new electric service contracts and selection of new contractors.

• A series of capacity reductions have been implemented in response to low lake

levels. Current capacity is 1753 MW. Full capacity is 1951 MW.

2

134

• Refinancing/retirement of the Visitors’ Center debt is being pursued and is scheduled to be complete March 12, 2014.

MEAD-ADELANTO • A proposal to convert the project to DC is being evaluated.

SCPPA COORDINATION: The following is a listing of major meetings attended during the period: On February 18, Mr. Homer participated in a teleconference with the San Juan California Exiters group to discuss strategy for upcoming mediation. On February 19, Mr. Homer participated in a teleconference to discuss transition issues for the Apex Power Plant. On February 18, Mr. Homer participated in the regularly scheduled meeting of the SCPPA Board of Directors. On February 19, Mr. Homer participated in a conference call to discuss the redemption of Hoover Visitors’ Center debt. On February 24, Mr. Homer participated in a teleconference with British Petroleum, to discuss billing issues. On February 25, Mr. Homer participated in the meeting of the SCPPA Renewable Projects Operating Committee. On February 25, Mr. Homer participated in a teleconference with the San Juan California Exiters group to discuss strategy for upcoming mediation. On February 26, Mr. Homer participated in the meeting of the Palo Verde Engineering & Operating Committee, in Phoenix. On February 27, Mr. Homer participated in a teleconference with the San Juan Exiters to discuss a counter-proposal. On February 28, Mr. Homer participated in a teleconference with PNM and IID, to discuss San Juan capital projects. On February 28, Mr. Homer participated in a teleconference with the Magnolia participants to discuss a proposed method of allocating reserves for greenhouse gas credits/payments. 3

135

On March 4, Mr. Homer participated in a teleconference with the San Juan Exiters to discuss a counter-proposal. On March 5, Mr. Homer participated in the Hoover Rates Customer Meeting in Phoenix. On March 6, Mr. Homer participated in a teleconference with the Magnolia participants to discuss a proposed method of allocating reserves for greenhouse gas credits/payments. On March 11, Mr. Homer participated in a teleconference with the Hoover Contractors, to confirm readiness to retire/refinance the Visitors’ Center debt. On March 12, Mr. Homer participated in a teleconference with the Hoover Contractors to confirm that the Visitors’ Center debt has been successfully retired.

4

136

SCPPA BOARD MEETING MARCH 20, 2014

HOOVER UPRATING PROJECT STATUS REPORT

• Scheduled maintenance and preventive maintenance activities are continuing both

at the plant and the Visitors Center. • The reduced level of Lake Mead caused the power plant capacity to be reduced.

Due to seasonal fluctuations in lake level, current capacity was reduced or increased as follows:

Date Capacity* (MW)

Increase or Decrease

December 2009 1,656 MW

January 28, 2010 1,667 MW +11 MW

February 4, 2010 1,676 MW + 9 MW

February 18, 2010 1,688 MW +12 MW

April 9, 2010 1,680 MW - 8 MW

May 19, 2010 1,657 MW - 23 MW

June 21, 2010 1,640 MW -17 MW

July 21, 2010 1,617 MW -23 MW

October 4, 2010 1,591 MW -26 MW

January 12, 2011 1,603 MW +12 MW

January 20, 2011 1,615 MW +12 MW

January 26, 2011 1,627 MW +12 MW

February 9, 2011 1,639 MW +12 MW

June 17, 2011 1,668 MW +29 MW

July 13, 2011 1,721 MW +53 MW

July 28, 2011 1,732 MW +11 MW

August 16, 2011 1,747 MW +15 MW

August 30, 2011 1,771 MW +14MW September 13, 2011 1,779 MW +8 MW

October 5, 2011 1,794 MW +15 MW

October 17, 2011 1,810 MW +16 MW

November 3, 2011 1,819 MW +9 MW November 16, 2011 1,828 MW +9 MW

November 25, 2011 1,837 MW +9 MW

December 6, 2011 1,846 MW +9 MW

259

December 13, 2011 1,855 MW +9 MW

December 20, 2011 1,864 MW +9 MW

January 28, 2012 1,885 MW +21 MW

April 4, 2012 1,861 MW -24 MW

April 24, 2012 1,849 MW -12 MW

May 18, 2012 1,829 MW -20 MW

June 19, 2012 1,802 MW -20 MW

January 4, 2013 1,819 MW +17 MW

January 30, 2013 1,829 MW +10 MW

April 8, 2013 1,809 MW -20 MW

May 1, 2013 1,774 MW -35 MW

May 24, 2013 1,753 MW -21 MW * Full capacity is 1,951 MW.

• Capacity reductions or increases are applied pro rata to both Schedule A and

Schedule B Contractors. • Lake Mead is currently at 1,106 feet of elevation, down 2 feet from the February

report.

• The Hoover Power Act of 2011 was signed by President Obama in December 2011. This authorizes renewal of the contracts for current Contractors for 50 years, and opens up 5% of capacity and energy for new entrants.

• New applicants have until March 31, 2014 to submit applications.

• Contractors are meeting to develop recommendations for new contracts.

• Contractors agreed to fund 3 additional low-head turbines in July 2012, following

successful testing of the pilot unit. The new turbines are more efficient at low lake levels, and have a smaller rough zone. Coupled with recent control improvements, when all four are completed, fewer units will have to be spinning to provide requested capacity levels.

• Total increased capacity at low lake levels from all recent improvements is 104 MW.

• Contractors are working on a proposal to pay off/refinance the debt on the Visitors’

Center. This might reduce the total cost of Hoover power by 5%. The transaction is expected to take place in March 12, 2014.

260

Ron S. Maxwell Phone (818) 238-3631

March 20, 2014

MAGNOLIA POWER PROJECT STATUS REPORT

February 2014

Reporting Period

February 1-28, 2014

Workforce Safety Statistics

There were zero (0) lost time accidents in February and zero (0) year-to-date (YTD).

There were zero (0) reportable incidents in February and zero (0) YTD.

Plant Performance Information

Availability: 100.0% in February, 96.2% fiscal year-to-date (FYTD), 92.4% YTD (A table showing monthly plant availability for the past 14 months is attached.)

Unit Capacity Factor (240 MW): 87.4% in February, 83.5% FYTD, 80.6% YTD

Fired Factored Hours: 672.0 hours in February

Statistics: Details are provided in the attached monthly production report entitled “Year-to-Date Summary of Statistics for FY 2013-2014 & CY 2014.”

Plant Outage Summary and Other Actions taken by Operating Agent

There were no plant trips or outages during February 2014. A table entitled “Outage Summary” is attached; it shows the list of planned and forced outages that have occurred over the past twelve months. The “2011-2015 Scheduled Inspection Plan” also is attached showing the calendar for past and future planned outages at the Magnolia Power Plant (MPP).

On February 25, 2014 the South Coast Air Quality Management District recorded a transfer of 5,014 infinite-year NOx RECLAIM trading credits to MPP. These credits were purchased with approved budgeted funds to cover the increase in MPP’s maximum potential to emit that will occur when the permit is revised to allow two additional starts per month (up to five starts per month).

261

2013 2013 2013 2013 2013 2013 2014 2014 2014 2014 2014 2014

Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun FYTD YTD

MWH 100,465 102,167 80,635 98,362 98,741 105,206 87,453 92,599 765,628 180,052MWH 59,018 60,142 47,962 57,701 57,228 59,972 50,390 53,287 445,700 103,677MWH 159,483 162,309 128,597 156,063 155,969 165,178 137,843 145,886 1,211,328 283,729

MWH 5,650 5,640 4,533 5,508 5,455 5,556 4,698 4,658 41,698 9,356MWH 7 7 427 107 6 7 353 6 920 359MWH 153,833 156,669 124,064 150,555 150,514 159,622 133,145 140,928 1,169,330 274,073

% 86.2% 87.7% 71.8% 84.3% 87.0% 89.4% 74.6% 87.4% 83.5% 80.6%

BTU/KWh 11,133 11,067 11,196 11,119 11,059 10,946 10,994 10,994 11,378 11,434BTU/KWh 7,014 6,985 7,025 7,008 7,012 7,036 6,975 6,980 7,120 7,256BTU/KWh 7,271 7,236 7,282 7,264 7,266 7,281 7,221 7,225 7,376 7,512

Hours 744.0 744.0 720.0 744.0 721.0 744.0 744.0 672.0 5,833 1416.0Hours 744.0 744.0 612.2 736.5 721.0 744.0 635.9 672.0 5,610 1,307.9Hours 1.0 28.3 8.4 0.0 2.7 20.1 0.0 4.4 65 4.4

% 100.0% 100.0% 85.0% 99.0% 100.0% 100.0% 85.5% 100.0% 96.2% 92.4%Hours 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0Hours 0.0 0.0 102.4 0.0 0.0 0.0 108.1 0.0 210.5 108.1Hours 0.0 0.0 5.4 7.5 0.0 0.0 0.0 0.0 12.9 0.0

% 0.0% 0.0% 0.8% 1.0% 0.0% 0.0% 0.0% 0.0% 0.2% 0.0%Hours 0.0 0.0 0.0 7.5 0.0 0.0 108.1 0.0 115.6 108.1Hours 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0Hours 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0Hours 744.0 744.0 612.2 736.5 721.0 744.0 635.9 672.0 5,610 1,307.9Hours 21,899 21,155 20,543 19,806 19,085 18,341 17,705 17,033 - -

Estimated Date of Next Major Outage March 2016

DTH 1,118,460 1,130,640 902,790 1,093,680 1,091,969 1,151,587 961,477 1,018,037 8,468,640 1,979,514DTH 105 3,045 630 0 1,638 10,574 0 175 16,167 175

MMSCF 0.1 2.9 0.6 0.0 1.6 10.1 0.0 0.2 16 0.2MMSCF 570.0 567.1 566.5 566.5 564.9 554.8 554.8 554.6 - 554.6

DTH 1,118,565 1,133,685 903,420 1,093,680 1,093,607 1,062,161 961,477 1,018,212 8,384,807 1,979,689BTU/SCF 1,026 1,025 1,026 1,023 1,023 1,026 1,030 1,050 1,029 1,040

Total Plant (Gross)

Off-line yet Available Hours

Forced OutageTotal Hours Off-LineForced Derated Hours

Hours in the MonthPlant Operating HoursDuct Burner Operating HoursPlant Availability

Forced Outage HoursPlanned Outage Hours

ENERGY

MAGNOLIA MONTHLY PRODUCTION REPORTYear-to-Date Summary of Statistics

FY 2013-2014 & CY 2014

AVAILABILITY

Combustion Turbine (Gross)Steam TurbinePlant Generation (Gross)

Plant Auxiliaries (Unit Aux.)Plant Auxiliaries (Reserve)Plant Generation (Net)Capacity Factor (240 MW net)

Total Plant (Net)

THERMAL EFFICIENCYCombustion Turbine (Gross)

(FFH) From Steam Injection

Gas Btu (HHV)

Duct Burner Fuel RemainingTotal Plant Usage

Total Factored Fired Hours

Duct BurnerDuct Burner

(FFH) Before Next Inspection

FUEL USAGE AND QUALITYCombustion Turbine

262

Magnolia Power Plant - Outage Summary

Outage # Start Date/Time End Date/Time Hours

None

Forced (FO) or Planned

Outage (PO)Start Date End Date Hours

PO November 21, 2012 March 9, 2013 2580.1 Down for Scheduled Inspection & Repair after 48,000 hrs of operation.FO March 9, 2013 April 29, 2013 1224.8 Forced extension of planned outage for STG HP Rotor repairs.PO April 30, 2013 May 3, 2013 71.2 Maintenance outage taken for cut-in of new abradable seals in the ST.PO June 21, 2013 June 24, 2013 59.9 CT water washFO June 24, 2013 June 25, 2013 17.1 Down to repair steam leak from the HP steam isolation valve packing.PO September 20, 2013 September 25, 2013 102.4 CT water wash and borescope inspection.FO September 30, 2013 October 1, 2013 12.9 ST tripped on controller i/o card failurePO January 3, 2014 January 8, 2014 108.1 CT water wash, ST borescope inspection, and boiler inspection

Outages during the reporting period February 1-28, 2014Comments

Cause

Summary of Outages during the Past Twelve Months

263

Magnolia Power Plant - Availability Summary Table

Monthly Quarterly Semi-Annual AnnualJan-130.0%Feb-13 Q1 '130.0% 0.0%Mar-130.0% H1 '13Apr-13 26.7%3.2%May-13 Q2 '1392.8% 62.2%Jun-1389.3% Yr '13Jul-13 64.6%

100.0%Aug-13 Q3 '13

100.0% 95.2%Sep-1385.0% H2 '13Oct-13 97.4%

99.0%Nov-13 Q4 '13

100.0% 99.8%Dec-13

100.0%Jan-1485.5%Feb-14

100.0%

264

(29) January 2014

Off-line 10:00 PM 09/14/2012

Start-Up 6:00 AM 09/18/2012 Shut down due to trip

(30)* April 2014

Off-line 5:00 AM 03/5/2012 Start-Up 6:00 AM 03/8/2012

Ops. Shut down due to gas leak

Off-line 6:00 PM 11/21/2012 Start-Up 6:00 AM 4/28/2013 STG Steam Seal replacement,

STG Protection Relay 48,000 Major

Water Wash-#26 Combustion Inspection-#3

Hot Gas Path-#2 Major Inspection-#1

(36)* November 2015

(21) Off-line 6:00 PM 10/21/2011 Start-Up 6:00 AM 11/07/2011

CT fuel nozzle replacement to resolve lean blow outs.

Off-line 6:00 PM 05/10/2011 Start-Up 6:00 AM 05/24/2011

HMI UPGRADE, AUTO TUNE GENERATION RELAY PROTECTION

Off-line 6:00 PM 03/04/2011 Start-Up 6:00 AM 03/31/2011 Shutdown for economic reasons

(18) Off-line 6:00 PM 12/21/2010

Start-Up 6:00 AM 01/31/2011 (Remove & test NOx & CO catalyst coupons, Inspect & Revise Hangers,

Borescope Inspection, ST Turbine/Genbearing inspection, New stg LO pumps

2011-2015

Magnolia Power PlantScheduled Inspection Plan

INSPECTIONS

( 5,006 hrs) 2011 Total Fired Hours

PROJECTED ANNUALY

Offline Water Wash*

90 day intervals @ 2160 hours

CombustionInspection &Hot Gas PathEvery 24,000 Hrs

Requires a 21 Day Outage

Major Every 48,000 Hrs

Actual End of Year

Total Timer Hours 2011

56,309.3 hrs

as of February 27, 2014

2012

(7,325 hrs) 2012

Water Wash

Combustion Inspection

Hot Gas Path Inspection

Major Inspection

March 2012

June 2012

January 2012 37,039.5

March 2011

January 2011

37,823.2

May 201138,000.0

40809.0 October 2011


Generation Protection Relay Trip Triennial Source Testing

08/02/2011 - ONLINE 100% Load With No Duct Burners 08/03/2011 - ONLINE 100% Load With Duct Burners

42,706.1 22 Off-line 6:00 PM 01/25/2012 Start-Up 6:00 AM 01/30/2012

Boiler inspection

2013

(6,120 hrs) 2013

June 2013

2014

( 8,352 hrs) 2014

(31)* July 2014

2015

( 8,304 hrs) 2015

(33)* January 2015

(34)* April 2015

(32)* October 2014

(35)* July 2015

Nov 2012 49,370.0

43,411.5(23)


(24) 46,003.5

48,163.5 Sept 2012

(25)

42,106.1


ST Overspeed Trip Test


Gland Seal Borescope




HMI Upgrade




Start-Up 6:00 AM 4/28/2013

Continuation of Major Outage

* Future Outage date are subject to

change.

50,619.0


52,704.0 Sept 2013Off-line 6:00 PM 9/20/2013 Start-Up 6:00 AM 9/25/2013

CT Borescope Inspection R1/S0 Inspection

(28)

55,105.0

265

SCPPA BOARD MEETING MARCH 20, 2014

PALO VERDE NUCLEAR GENERATING STATION STATUS REPORT

Plant Operations: Following is the status of the plant as of March 12, 2014: • Unit 1 is operating at full power and is on its 318th day of continuous operation. • Unit 2 is operating at full power and is on its 88th day of continuous operation. • Unit 3 is operating at full power and is on its 106th day of continuous operation. Through February 2014, the year-to-date capacity factors of the units and the station are as follows:

Capacity Factor Unit 1 99.6% Unit 2 100.3% Unit 3 99.8% Station 99.9%

Budget: Through January 2014, the year-to-date cost report is summarized as follows:

(In $millions) Year-to-Date Budget Actual Variance

O&M 44.9 45.4 0.5 Capital 17.6 13.7 (3.9)

Fuel 60.5 39.9 (20.6) Total 123.0 99.0 (24.0)

The year-to-date overrun in the O&M budget was due to budget timing, overtime charges by operations and security personnel, and payroll/staffing changes resulting from the hiring of personnel from San Onofre Nuclear Generating Station (SONGS). These were partially offset by savings realized from the Water Reclamation Facility (WRF) projects and Contract Labor Support. The year-to-date underrun in the Capital budget was due to budget savings realized from the WRF projects and budget timing related to the new West End infrastructure. The year-to-date underrun in the Fuel budget was due to favorable uranium market conditions, the delay of spent fuel cask procurement, and the advancement of uranium purchase from 2014 to 2013. The year-end budget projection is as follows:

1 266

(In $millions) Year-End Budget Forecast Variance

O&M 638.0 635.5 (2.5) Capital 235.0 235.0 0.0

Fuel 325.6 314.3 (11.3) Total 1,198.6 1,184.8 (13.8)

The year-end goal is to achieve an O&M budget underrun of at least $2.5M. The year-end Fuel budget underrun is due to the lower-than-budgeted uranium prices. Other Issues The # 2 Station Blackout Generator (SBOG) tripped on February 23, 2014 due to high vibrations. Repairs and re-installation are scheduled to be completed on March 24, 2014, with the SBOG expected to be available by March 26, 2014. With the SBOG #2 out of service, the decision was made to postpone Unit 2’s Diesel Generator ‘A’ super outage which was originally scheduled for February 24, 2014 until after the completion of Unit 2’s scheduled spring refueling outage. The five-day Diesel Generator outage would have included the maintenance of the diesel generator, the disassembly and internal inspections of the intercoolers and heat exchangers, and diesel fuel oil storage tank inspection and cleaning, among others. During a January 26 operational walkdown, a noticeable leakage on Unit 1’s generator step up transformer was discovered coming out of one of its high-voltage neutral bushings. Both the transformer and the bushings are 28 years old and are due for replacement during the unit’s next scheduled refueling outage. However, with the reduced oil level in the bushing compromising the transformer’s insulation, the bushing offers less protection against inclement weather and lightning surges usually expected during the summer monsoon season. The mild winter and spring weather conditions pose low immediate risk and allow for continued operation but the bushing would have to be replaced before the summer monsoon storms. An outage is scheduled for May 2-5, 2014 to replace this bushing. In the meantime, biweekly thermography tests and ground current monitoring will be performed to track any significant changes that would require additional or immediate actions.

2 267

Michael J. Taylor Phone: (760) 339-0506 Feb. 05, 2014

SAN JUAN UNIT 3 STATUS REPORT

March 2014 EQUIVALENT AVAILABILITY FACTOR January 2014: 72.29% 2014 Y-T-D: 72.29% UNIT CAPACITY FACTOR January 2014: 68.10% 2014 Y-T-D: 68.10% OPERATIONAL NOTES (Unit Outages/Significant De-rates)

01/01/2014: San Juan Unit 3 was de-rated 49 MW for approximately 24 hours due to bad water. 01/02/2014: San Juan Unit 3 was de-rated 49 MW for approximately 16 hours due to boiler chemistry

and was de-rated 74 MW for approximately 8 hours due to boiler chemistry. 01/03/2014: San Juan Unit 3 was de-rated 49 MW for approximately 11:17 hours due to boiler

chemistry. 01/06/2014: San Juan Unit 3 was de-rated 94 MW for approximately 5:17 hours, due to 4 mill in

service and de-rated 144 MW for approximately 10:17 hours due to lime slurry. 01/07/2014: San Juan Unit 3 was de-rated 224 MW for approximately 1 hour due to reheat

attemperator spray piping leak. 01/08/2014: San Juan Unit 3 was offline for approximately 6 hours, due to secondary superheat tube

leak, and was de-rated 244 MW for approximately 5 hours due to leak on reheat spray drain line.

01/09/2014: San Juan Unit 3 was offline for approximately 155 hours, from 1/09/14 to 1/15/14, due to secondary superheat tube leak.

01/15/2014: San Juan Unit 3 was de-rated 394 MW for approximately 4 hours due to crossover soak. 01/15/2014: San Juan Unit 3 was de-rated 144 MW for approximately 9 hours due to boiler water

chemistry. 01/16/2014: San Juan Unit 3 was de-rated 144 MW for approximately 4.5 hours due to boiler water

chemistry. 01/16/2014: San Juan Unit 3 was de-rated 124 MW for approximately 4.5 hours due to boiler water

chemistry. 01/16/2014: San Juan Unit 3 was de-rated 74 MW for approximately 8:18 hours due to boiler water





chemistry. 01/18/2014: San Juan Unit 3 was de-rated 34 MW for approximately 24 hours due to boiler water



chemistry.

268

Michael J. Taylor Phone: (760) 339-0506 Feb. 05, 2014

01/20/2014: San Juan Unit 3 was de-rated 244 MW for approximately 17:20 hours due to condenser tube leak.

01/26/2014: San Juan Unit 3 was de-rated 54 MW for approximately 10:19 hours due to high superheat temperature.

01/27/2014: San Juan Unit 3 was de-rated 64 MW for approximately 9:49 hours due to high NOx emissions.

01/28/2014: San Juan Unit 3 was de-rated 144 MW for approximately 10 hours due to SO2 removal problems.

01/28/2014: San Juan Unit 3 was de-rated 94 MW for approximately 3 hours due to SO2 removal problems.

01/29/2014: San Juan Unit 3 was de-rated 94 MW for approximately 2:14 hours due to NOx. 01/29/2014: San Juan Unit 3 was de-rated 44 MW for approximately 1:55 hours due to NOx. 01/31/2014: San Juan Unit 3 was de-rated 44 MW for approximately 14:45 hours due to NOx.

SAN JUAN PROJECT UPDATE Monthly Operating Report and O&M Update • SCPPA’s variance to budget cost (less fuel) for the San Juan Project year-to-date through January 2014 was

$53,329 or 0.36% under plan. This is due mainly to capital budget items that have not been approved. • The average bus bar energy cost for Unit 3 year-to-date through January 2014 was $51.59 per MWH. • The equivalent forced outage rate for Unit 3 year-to-date through January 2014 was 24.15%. This compares to

an equivalent forced outage rate for 2013 of 20.31%. • The year-to-date OSHA Recordable Injury Rate for the San Juan Generating Station through January 2014 was

7.51. The year-to-date OSHA Lost Time Injury Rate through January 2014 was 0.0.

269

table of contents agenda 4 - scppamembers.scppa.org/weblink/0/edoc/3928/board...

Documents