members.scppa.orgmembers.scppa.org/WebLink/0/edoc/3832/Board Agenda_09-19-2013.pdf · Table of Contents Agenda 3 Minutes Minutes - 7-18-13 7 Monthly Investment Report Monthly Investment

Table of Contents

Agenda 3Minutes

Minutes - 7-18-13 7Monthly Investment Report

Monthly Investment Report 6-13 10Monthly Investment Report 7-13 12

Quarterly Investment ReportQuarterly Investment Report 6-13 14

Resolution 2013-064Staff Report 2013-064 51Reso 2013-064 52





Executive Director's ReportExecutive Director's Report 9-13 71 Election of New Vice President 73Appointment of Executive & Audit Committees 74

Finance Committee MinutesFinance Committee Minutes 9-13 75

Energy System Director's ReportEnergy System Director's Report 9-13 77




Program Development Director's ReportProgram Development Director's Report 9-13 98

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Project Administration Director's ReportProject Administration Director's Report 9-13 105

Resolution 2013-073Reso 2013-073 110

Hoover Uprating Project Status ReportHoover Uprating Project Status Report 9-13 115

MPP Monthly Status ReportMPP Monthly Status Report 7-13 117MPP Monthly Status Report 8-13 125

Palo Verde Status ReportPalo Verde Status Report 9-13 130

San Juan Unit 3 Status ReportSan Juan Unit 3 Status Report 9-13 132

Regulatory Affairs Director's ReportRegulatory Affairs Director's Report 9-13 133

Morgan Meguire Monthly ReportMorgan Meguire Monthl Report 8-13 136Morgan Meguire Monthl Report 9-13 148

Gonzales Quintana & Hunter Monthly ReportGonzales Quintana & Hunter Monthly Report 9-13 155

[RECESS FOR MAGNOLIA POWER PROJECTCOORDINATING COMMITTEE MEETING BEFORE CLOSEDSESSION]

Magnolia Coord Comm Notice-Agenda 9-19-13 159Signed memo from Ron Davis BWP to MPPCoordinating Committee 160Ex A Settlement Agreement 162Ex. B Magnolia Construction Management andOperating Agreement 167

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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, September 19, 2013

Time: 10:00 AM

Place: Southern California Public Power Authority 1160 Nicole Court Glendora, California 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. Minutes of July 18, 2013

b. Monthly Investment Report for June and July 2013

3

Notice of Board Meeting Thursday, September 19, 2013 Page 2

c. Quarterly Investment Report 6-13

d. Resolution 2013-064 Authorizing the Executive Director to pay the 2013-2014 APPA annual dues.

e. Resolution 2013-065 Authorizing SCPPA to make prepayments to the Bureau of Reclamation on behalf of certain members and for the Executive Director to execute a non-binding MOU on behalf of same.

f. Resolution 2013-066 Approve the Resolution authorizing SCPPA to enter into Professional Services Agreement (PSA) with Organizational Support Services (OSS) to provide assistance to Members implementing lamp exchange programs and other public outreach efforts to increase awareness of energy efficiency improvements in the home or businesses.

g. Resolution 2013-067 Approve the Resolution authorizing SCPPA to enter into a Professional Services Agreement (PSA) with allianceProject, LLC (alliancePROJECT) to provide energy auditing and direct installation services for Members and their respective customers.

h. Resolution 2013-068 Professional Services Agreement with PMI to provide technical and engineering services in connection with re-piping of the water system for the Canyon Power Project.

STAFF REPORTS

3. Executive Director’s Report

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

• Executive Director's Report for 09-13

• Election of New Vice President

• Appointment of Executive & Audit Committee

• End of Session Legislative Report – Dominic DiMari

4. Finance and Accounting Director’s Report

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

• Finance Committee Minutes for 9-9-13 Meeting

5. 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 System Director's Report for 9-13

4


• Resolution 2013-069 Approval authorizing the negotiation, execution and delivery of a PPA for Clearwater Solar Project to provide 20MW capacity of long-term solar 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

• Resolution 2013-070 Approval authorizing the negotiation, execution and delivery of a PPA for Columbia Two Solar Project to provide 15MW of long-term solar 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

• Resolution 2013-071 Approval authorizing the negotiation, execution and delivery of a PPA for Kingbird B Solar Project to provide 20MW capacity of long-term solar 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

6. 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 9-13

• Resolution 2013-072 Approve the Resolution authorizing SCPPA to participate in and monitor the near-term planning and development activities of the California Technical Forum.

7. Project Administration Director’s Report

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

• Project Administration Director's Report for 9-13

• Resolution 2013-073 Approving Annual Budget for Year No. 28

• Hoover Uprating Project Status Report for 9-13

• MPP Monthly Status Report for July and August 2013

• Palo Verde Status Report for 9-13

• San Juan Unit 3 Status Report for 9-13

8. Government Affairs Reports

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

A representative from SCPPA’s contract lobbyists will report on state legislative activities:

5


• Regulatory Affairs Director's Report For 9-13

• Morgan Meguire Monthly Report for August and September 2013

• Gonzales Quintana & Hunter Monthly Report for August & September 2013

[RECESS FOR MAGNOLIA POWER PROJECT COORDINATING COMMITTEE MEETING BEFORE CLOSED SESSION]

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

• Public Employment: Work review and performance evaluation of the Executive Director of the Authority pursuant to Section 54957 of the California Government Code.

• Pending Litigation: Conference with legal counsel regarding existing litigation related to the STS Project entitled Gunn Hill Dairy Properties, LLC, et al. v. Los Angeles Department of Water and Power, et al., Case No. 050700157 (4th Judicial District, Juab County, Utah), pursuant to subdivision (a) of Section 54956.9(a) of the California Government Code.

• 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).

Dated: September 12, 2013

______________________________________

BILL D. CARNAHAN Executive Director

Southern California Public Power Authority

6

MINUTES OF THE JULY 18, 2013 REGULAR MEETING OF THE

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY

A regular meeting of the Board of Directors was held on July 18, 2013, at the offices of the authority, 1160 Nicole Court, Glendora, California. The meeting was called to order at 9:12 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: Marcie Edwards, Anaheim (M); George Morrow, Azusa (M); Fred Mason, Banning (M); Ronald Davis, Burbank (M); Vince Brar, Cerritos (A); David Kolk, Colton (M); Carl Stills, IID (A); Aram Benyamin, LADWP (A); Phyllis Currie, Pasadena (M); Steve Badgett (A), and David Wright (M), Riverside; Carlos Fandino, Vernon (M). Staff members present were: SCPPA staff members Executive Director Bill D. Carnahan, Daniel Hashimi, Richard Morillo, Steven Homer, Vernon Oates, Kelly Nguyen, Julie Felipe, Salpi Ortiz, Bryan Cope, Oscar Herrera, and Therese Savery, Manager of SCPPA Accounting. Attorneys and consultants present included: 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 revised Minutes of the Board of Directors meeting held March 21, 2013.

b. Minutes: Approval of the Minutes of the Board of Directors meeting held May 16, 2013.

c. Investment Report: for the month of April 2013.

d. Investment Report: for the month of May, 2013.

e. Financial Statements (unaudited) for March 31, 2013.

f. Resolution 2013-056: Professional NERC compliance services and training.

Draft of 9/12/13 1

7

g. Resolution 2013-057: Subscription services and software modeling for Congestion Revenue Tights (CRR) analytical support to provide consulting, insight and analysis into the CAISO market.

h. Resolution 2013-058: Master Professional Service Agreement with Thomas McGuinness.

i. Resolution 2013-059: Subscription services for renewable and/or carbon market industry and pricing activity.

j. Resolution 2013-063: PV Carport Installation Contract Mr. Morrow moved that the matters on the consent calendar be approved. The motion was seconded by Ms. Currie and unanimously approved.

3. Executive Director’s Report

Mr. Carnahan referenced his written report and discussed the highlights. He discussed plans for a legislative staff tour in October, and a proposed visit by California Energy commissioner Hochschild.

4. Energy Systems Director’s Report Ms. Nguyen referenced the written report, and discussed the Apex Power Project, a special report by Fitch, and FERC order 764 market changes, along with a renewable project update. Ms. Nguyen presented Resolution 2013-060, authorizing an asset purchase agreement for the Apex Power Project. Los Angeles is currently the sole participant. Ms. Edwards moved that Resolution 2013-060 be approved. The motion was seconded by Ms. Currie and approved by Project Roll Call Vote, with Los Angeles voting yes, and all others present but not voting.

5. Program Development Director’s Report Mr. Cope discussed his activities relating to the energy efficiency program, and the electric vehicle working group. Mr. Cope presented Resolution 2013-061, authorizing and Certified Energy Manager Training. Ms. Currie moved that Resolution 2013-061 be approved. The motion was seconded by Mr. Badgett and unanimously approved.

6. Project Administration Director’s Report Mr. Homer discussed project updates regarding Palo Verde, San Juan, and Pinedale, and discussed the budget comparisons for the period ending March 31, 2013.

Draft of 9/12/13 2

8

7. Regulatory Affairs Director’s Report

Mr. Herrera reported on the activities of the Regulatory Workgroup and current regulatory issues.

8. Finance and Accounting Director’s Report

Mr. Oates updated the Board on Finance Committee news, including the restructuring of the Gas Prepay Project, and the Multiple Project Revenue Bonds, as well as discussing the municipal bond market. Mr. Oates presented Resolution 2013-062, approving the restructuring of the Prepaid Natural Gas transaction. Ms. Currie moved that Resolution 2013-062 be approved. The motion was seconded by Mr. Davis and approved by Project Roll Call Vote, with Glendale absent, and Azusa, Banning, Cerritos, Imperial, Los Angeles, Riverside and Vernon present but not voting.

9. New Business Ms. Edwards presented a resolution honoring David Wright upon his retirement, and thanking him for his many years of service as a SCPPA Board Member and Officer.

10. Closed Session At this point the Board went into closed session to discuss litigation matters. Upon reconvening in open session, Mr. Carnahan announced that no action had been taken.

There being no further business, the meeting was adjourned at 12:02 p.m. Respectfully submitted, Mario Ignacio Assistant Secretary

c: Board of Directors

Draft of 9/12/13 3

9

10

11

12

13

14

CANYON PALO VERDE SAN JUAN MAGNOLIA POWER

I. PORTFOLIO PERFORMANCE

A. PORTFOLIO YIELDPortfolio Yield to Maturity 2.17% 2.49% 0.81% 0.74%

B. RETURN ON ASSETSTotal Earnings (Yr-to-Date) 1,819,425$ 1,236,548$ 794,144$ 302,299$ Rate of Return (Yr-to-Date) 2.22% 2.39% 0.91% 0.73%

C. COMPARISON TO BUDGETBudgeted Earnings (Yr-to-Date) 384,000$ 1,296,000$ 960,000$ 384,000$ Actual Net Earnings (Yr-to-Date) 288,859$ 1,239,511$ 734,398$ 277,610$ Over/(Under) Budget (95,141)$ (56,489)$ (225,602)$ (106,390)$

II. PORTFOLIO STRUCTURECarrying Value of Assets Held 76,537,360$ 46,631,736$ 88,464,433$ 40,928,887$ Market Value of Assets Held 76,059,700$ 46,622,552$ 87,644,002$ 40,233,901$ Market Value Cushion/(Shortfall) (477,660)$ (9,185)$ (820,431)$ (694,986)$

Weighted Average Portfolio Life 1.83 1.49 1.15 0.86

GENERATION

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITYINVESTMENT PORTFOLIO REPORT*

For the Quarter Ending June 30, 2013

15

CANYON PALO VERDE SAN JUAN MAGNOLIA POWER

GENERATION

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITYINVESTMENT PORTFOLIO REPORT*


III. PORTFOLIO COMPOSITIONA: MARKET SECTOR (At Cost)

AGENCY DISCOUNT NOTES 0.00% 0.00% 0.00% 2.69%

BANKERS ACCEPTANCE 0.00% 0.00% 0.00% 0.00%

COMMERCIAL PAPER 0.00% 0.00% 9.71% 19.56%

GIC** 36.13% 45.73% 4.37% 0.00%

MONEY MARKET 26.52% 37.13% 32.47% 22.87%

MUNICIPAL BONDS 0.00% 0.00% 0.00% 0.00%

NEGOTIABLE CDS 6.53% 0.00% 10.29% 6.84%

US AGENCIES 30.82% 17.14% 43.16% 48.04%

100.00% 100.00% 100.00% 100.00%

B: DEALER COVERAGE (At Cost)AIG 0.00% 45.73% 0.00% 0.00%

BANK OF NEW YORK MELLON 26.52% 0.00% 0.00% 0.00%

CITIGROUP 5.66% 0.00% 0.00% 4.89%

FIRST EMPIRE 0.00% 0.00% 7.11% 8.80%

FIRST TENNESSEE 0.00% 0.00% 12.09% 0.00%

FSA 36.12% 0.00% 4.37% 0.00%

MORGAN KEEGAN (Raymond James) 0.00% 0.00% 10.84% 0.00%

MORGAN STANLEY 5.23% 0.00% 0.00% 14.86%

NOMURA 0.00% 0.00% 0.00% 0.00%

OPPENHEIMER 3.31% 0.00% 0.00% 0.00%

PIPER JAFFRAY 0.00% 0.00% 0.64% 3.86%

PNC 0.00% 0.00% 0.00% 0.00%

RICE FP 10.19% 0.00% 9.57% 18.34%

UBS FINANCIAL 6.44% 17.14% 2.92% 0.00%

UNION BANK 6.53% 0.00% 12.55% 6.84%

U.S. BANK 0.00% 37.13% 32.46% 42.41%

WELLS FARGO BANK 0.00% 0.00% 7.45% 0.00%

100.00% 100.00% 100.00% 100.00%* This report excludes investment portfolio figures for the Multiple Project (but includes the Mead-Adelanto

and Mead-Phoenix Projects).

** The GICs with Pittsburg National Bank for the Multiple Project, amounting to $39,196,617 and earning a

fixed rate of 7.35% as of 6/30/2013 are not included in this report.

16

HOOVER TIETON MILFORD 1 MILFORD 2 LINDEN WINDY POINT/

UPRATING HYDRO WIND WIND WIND WINDY FLATS I. PORTFOLIO PERFORMANCE

A. PORTFOLIO YIELDPortfolio Yield to Maturity 0.70% 0.86% 0.83% 0.37% 0.34% 0.54%

B. RETURN ON ASSETSTotal Earnings (Yr-to-Date) 28,680$ 66,752$ 344,275$ 64,463$ 45,401$ 205,715$ Rate of Return (Yr-to-Date) 0.65% 0.82% 0.76% 0.32% 0.33% 0.46%

C. COMPARISON TO BUDGETBudgeted Earnings (Yr-to-Date) 36,000$ 72,000$ 432,000$ 60,000$ 72,000$ 252,000$ Actual Net Earnings (Yr-to-Date) 28,810$ 71,338$ 382,919$ 60,873$ 47,099$ 192,416$ Over/(Under) Budget (7,190)$ (662)$ (49,081)$ 873$ (24,901)$ (59,584)$

II. PORTFOLIO STRUCTURE

Carrying Value of Assets Held 4,424,023$ 8,214,399$ 46,114,268$ 20,048,905$ 14,225,125$ 46,706,098$ Market Value of Assets Held 4,369,806$ 8,012,721$ 45,599,211$ 20,098,442$ 14,147,276$ 46,707,104$

Market Value Cushion/(Shortfall) (54,217)$ (201,678)$ (515,057)$ 49,537$ (77,849)$ 1,006$

Weighted Average Portfolio Life 0.29 0.39 0.40 0.64 0.91 0.63

GREEN POWER

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY INVESTMENT PORTFOLIO REPORT*


17

HOOVER TIETON MILFORD 1 MILFORD 2 LINDEN WINDY POINT/

UPRATING HYDRO WIND WIND WIND WINDY FLATS

GREEN POWER



III. PORTFOLIO COMPOSITION

A: MARKET SECTOR (At Cost)

AGENCY DISCOUNT NOTES 0.00% 0.00% 8.46% 12.47% 0.00% 7.28%

BANKERS ACCEPTANCE 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

COMMERCIAL PAPER 29.30% 0.00% 7.80% 35.89% 39.34% 34.87%

GIC** 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

MONEY MARKET 19.58% 33.11% 21.54% 23.14% 36.97% 29.69%

MUNICIPAL BONDS 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

NEGOTIABLE CDS 0.00% 0.00% 9.33% 12.47% 7.38% 6.19%

US AGENCIES 51.12% 66.89% 52.87% 16.03% 16.31% 21.97%

100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

B: DEALER COVERAGE (At Cost)AIG 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

BANK OF NEW YORK MELLON 19.58% 0.00% 0.00% 0.00% 0.00% 0.00%

CITIGROUP 0.00% 0.00% 0.00% 0.00% 0.00% 3.21%

FIRST EMPIRE 0.00% 21.79% 13.66% 16.03% 0.00% 3.21%

FIRST TENNESSEE 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

FSA 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

MORGAN KEEGAN (Raymond James) 0.00% 0.00% 0.00% 10.47% 9.14% 12.83%

MORGAN STANLEY 38.45% 19.90% 2.17% 0.00% 0.00% 0.00%

NOMURA 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

OPPENHEIMER 12.67% 0.00% 0.00% 0.00% 0.00% 0.00%

PIPER JAFFRAY 0.00% 0.00% 5.46% 0.00% 0.00% 0.00%

PNC 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

RICE FP 0.00% 19.11% 31.60% 12.47% 16.31% 14.78%

UBS FINANCIAL 0.00% 0.00% 1.09% 0.00% 0.00% 0.00%

UNION BANK 29.30% 0.00% 9.33% 12.48% 7.38% 13.47%

U.S. BANK 0.00% 33.11% 21.53% 23.13% 36.98% 29.69%

WELLS FARGO BANK 0.00% 6.09% 15.16% 25.42% 30.19% 22.81%

100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

* This report excludes investment portfolio figures for the Multiple Project (but includes the Mead-Adelanto and Mead-Phoenix Projects). ** The GICs with Pittsburg National Bank for the Multiple Project, amounting to $39,196,617 and earning a fixed rate of 7.35% as of 6/30/2013 are not included in this report.

18

INVESTMENT PORTFOLIO REPORT*

SOUTHERNTRANSMISSION MEAD MEAD PINEDALE

SYSTEM PHOENIX ADELANTO BARNETT PREPAID I. PORTFOLIO PERFORMANCE

A. PORTFOLIO YIELDPortfolio Yield to Maturity 0.80% 5.42% 6.16% 0.50% 3.40%

B. RETURN ON ASSETSTotal Earnings (Yr-to-Date) 891,414$ 610,565$ 2,495,669$ 281,917$ 736,225$ Rate of Return (Yr-to-Date) 0.84% 5.74% 6.89% 0.38% 3.90%

C. COMPARISON TO BUDGETBudgeted Earnings (Yr-to-Date) 936,000$ 444,000$ 1,848,000$ -$ 756,000$ Actual Net Earnings (Yr-to-Date) 844,925$ 429,860$ 1,724,571$ 6,586$ 693,285$ Over/(Under) Budget (91,075)$ (14,140)$ (123,429)$ 6,586$ (62,715)$

II. PORTFOLIO STRUCTURE

Carrying Value of Assets Held 102,685,781$ 7,511,968$ 27,136,743$ 67,381,107$ 17,440,954$ Market Value of Assets Held 102,750,877$ 7,511,971$ 27,136,743$ 66,887,141$ 17,440,954$

Market Value Cushion/(Shortfall) 65,096$ 3$ -$ (493,966)$ -$

Weighted Average Portfolio Life 0.61 5.22 5.93 0.19 16.74

TRANSMISSION



NATURAL GAS

19

INVESTMENT PORTFOLIO REPORT*

SOUTHERNTRANSMISSION MEAD MEAD PINEDALE

SYSTEM PHOENIX ADELANTO BARNETT PREPAID

TRANSMISSION



NATURAL GAS



AGENCY DISCOUNT NOTES 5.80% 0.00% 0.00% 0.00% 0.00%

BANKERS ACCEPTANCE 0.00% 0.00% 0.00% 0.00% 0.00%

COMMERCIAL PAPER 27.29% 0.00% 0.00% 6.38% 0.00%

GIC** 6.46% 73.33% 83.60% 0.00% 66.00%

MONEY MARKET 22.36% 21.88% 16.40% 35.46% 12.79%

MUNICIPAL BONDS 0.00% 0.00% 0.00% 0.00% 0.00%

NEGOTIABLE CDS 18.67% 4.79% 0.00% 13.36% 21.21%

US AGENCIES 19.42% 0.00% 0.00% 44.80% 0.00%

100.00% 100.00% 100.00% 100.00% 100.00%

B: DEALER COVERAGE (At Cost)AIG 6.46% 0.00% 0.00% 0.00% 66.00%

BANK OF NEW YORK MELLON 0.00% 0.00% 0.00% 0.00% 0.00%

CITIGROUP 0.00% 0.00% 0.00% 0.00% 0.00%

FIRST EMPIRE 3.18% 0.00% 0.00% 0.00% 0.00%

FIRST TENNESSEE 0.00% 0.00% 0.00% 14.84% 0.00%

FSA 0.00% 0.00% 0.00% 0.00% 0.00%

MORGAN KEEGAN (Raymond James) 14.22% 0.00% 0.00% 4.00% 0.00%

MORGAN STANLEY 0.00% 0.00% 0.00% 0.00% 0.00%

NOMURA 0.00% 0.00% 0.00% 0.00% 0.00%

OPPENHEIMER 0.00% 0.00% 0.00% 0.00% 0.00%

PIPER JAFFRAY 9.93% 0.00% 0.00% 0.00% 0.00%

PNC 0.00% 73.33% 83.60% 0.00% 0.00%

RICE FP 6.81% 0.00% 0.00% 17.06% 0.00%

UBS FINANCIAL 1.86% 0.00% 0.00% 0.00% 0.00%

UNION BANK 18.67% 4.79% 0.00% 26.26% 21.21%

U.S. BANK 22.37% 21.88% 16.40% 35.47% 12.79%

WELLS FARGO BANK 16.50% 0.00% 0.00% 2.37% 0.00%

100.00% 100.00% 100.00% 100.00% 100.00%


20

SAN JUANORMAT MWD PEBBLE SPRINGS AMERESCO DECOMMISSIONING PROJECT MINE RECLAMATION

GEOTHERMAL HYDRO WIND CHIQUITA LANDFILL GAS TRUST FUND DEVELOPMENT TRUST FUND I. PORTFOLIO PERFORMANCE

A. PORTFOLIO YIELDPortfolio Yield to Maturity 0.10% 0.10% 0.05% 0.00% 1.32% 0.00% 1.07%

B. RETURN ON ASSETSTotal Earnings (Yr-to-Date) 4,954$ 1,613$ 4,107$ -$ 2,053,757$ -$ 6,416$ Rate of Return (Yr-to-Date) 0.10% 0.11% 0.06% 0.00% 1.24% 0.00% 0.68%

C. COMPARISON TO BUDGETBudgeted Earnings (Yr-to-Date) -$ -$ -$ -$ 2,470,000$ -$ -$ Actual Net Earnings (Yr-to-Date) 4,901$ 1,499$ 3,371$ -$ 1,986,737$ -$ 4,117$ Over/(Under) Budget 4,901$ 1,499$ 3,371$ -$ (483,263)$ -$ 4,117$

II. PORTFOLIO STRUCTURECarrying Value of Assets Held 5,385,726$ 1,993,097$ 7,707,107$ 2,283,751$ 168,004,585$ 154,040$ 1,933,603$ Market Value of Assets Held 5,385,726$ 1,993,097$ 7,707,107$ 2,283,751$ 164,034,311$ 154,040$ 1,880,867$ Market Value Cushion/(Shortfall) -$ -$ -$ -$ (3,970,274)$ -$ (52,736)$

Weighted Average Portfolio Life 0.08 0.08 0.02 0.08 0.85 0.08 0.40

POWER PURCHASE AGREEMENTS & MISCELLANEOUS



21

SAN JUANORMAT MWD PEBBLE SPRINGS AMERESCO DECOMMISSIONING PROJECT MINE RECLAMATION

GEOTHERMAL HYDRO WIND CHIQUITA LANDFILL GAS TRUST FUND DEVELOPMENT TRUST FUND






AGENCY DISCOUNT NOTES 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

BANKERS ACCEPTANCE 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

COMMERCIAL PAPER 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

GIC** 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

MONEY MARKET 100.00% 100.00% 61.07% 100.00% 0.37% 100.00% 0.28%

MUNICIPAL BONDS 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

NEGOTIABLE CDS 0.00% 0.00% 38.93% 0.00% 0.00% 0.00% 0.00%

US AGENCIES 0.00% 0.00% 0.00% 0.00% 99.63% 0.00% 99.72%

100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

B: DEALER COVERAGE (At Cost)AIG 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

BANK OF NEW YORK MELLON 0.00% 0.00% 61.07% 0.00% 0.00% 0.00% 0.00%

CITIGROUP 0.00% 0.00% 0.00% 0.00% 3.40% 0.00% 0.00%

FIRST EMPIRE 0.00% 0.00% 0.00% 0.00% 16.91% 0.00% 0.00%

FIRST TENNESSEE 0.00% 0.00% 0.00% 0.00% 9.32% 0.00% 0.00%

FSA 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

MORGAN KEEGAN (Raymond James) 0.00% 0.00% 0.00% 0.00% 21.56% 0.00% 0.00%

MORGAN STANLEY 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

NOMURA 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

OPPENHEIMER 0.00% 0.00% 0.00% 0.00% 1.19% 0.00% 0.00%

PIPER JAFFRAY 0.00% 0.00% 0.00% 0.00% 13.88% 0.00% 0.00%

PNC 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

RICE FP 0.00% 0.00% 0.00% 0.00% 18.98% 0.00% 99.72%

UBS FINANCIAL 0.00% 0.00% 0.00% 0.00% 8.55% 0.00% 0.00%

UNION BANK 0.00% 0.00% 38.93% 0.00% 2.24% 0.00% 0.00%

U.S. BANK 0.00% 0.00% 0.00% 0.00% 0.37% 0.00% 0.28%

WELLS FARGO BANK 100.00% 100.00% 0.00% 100.00% 3.60% 100.00% 0.00%

100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%


22

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITYPROJECT PORTFOLIO PERFORMANCE


PORTFOLIO YIELD TO MATURITY

Apr-13 May-13 Jun-13

PALO VERDE 2.32% 2.28% 2.17%

SAN JUAN 2.87% 2.73% 2.49%

MAGNOLIA 0.86% 0.92% 0.81%

CANYON POWER 0.79% 0.64% 0.74%

HOOVER UPRATING 0.77% 0.74% 0.70%

TIETON HYDRO 0.94% 0.91% 0.86%

MILFORD WIND 1 0.82% 0.82% 0.83%

MILFORD WIND 2 0.37% 0.39% 0.37%

LINDEN WIND 0.34% 0.37% 0.34%

WINDY POINT/WINDY FLATS 0.59% 0.52% 0.54%

SOUTHERN TRANSMISSION SYSTEM 0.88% 0.85% 0.80%

MEAD PHOENIX 5.71% 5.66% 5.42%

MEAD ADELANTO 6.49% 6.36% 6.16%

NATURAL GAS 0.33% 0.51% 0.50%

NATURAL GAS PREPAID 3.55% 3.18% 3.40%

ORMAT GEOTHERMAL 0.10% 0.10% 0.10%

MWD HYDRO 0.10% 0.10% 0.10%

PEBBLE SPRINGS WIND 0.09% 0.10% 0.05%

AMERESCO CHIQUITA LANDFILL GAS 0.00% 0.00% 0.00%

DECOMMISSIONING TRUST FUND 1.25% 1.14% 1.32%

PROJECT DEVELOPMENT FUND 0.00% 0.00% 0.00%

SAN JUAN MINE RECLAMATION TRUST 0.00% 1.07% 1.07%

23

$ % $ % $ % $ %

Agency Discount Notes -$ 0.00% -$ 0.00% -$ 0.00% 1,099,654$ 2.69%

Bankers Acceptance -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Commercial Paper -$ 0.00% -$ 0.00% 8,589,104$ 9.71% 8,000,000$ 19.56%

GICS 27,649,333$ 36.13% 21,322,673$ 45.73% 3,863,184$ 4.37% -$ 0.00%

Money Market 20,300,560$ 26.52% 17,314,703$ 37.13% 28,718,867$ 32.47% 9,364,358$ 22.87%

Municpal Bonds -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Negotiable CDs 5,000,000$ 6.53% -$ 0.00% 9,100,000$ 10.29% 2,800,000$ 6.84%

US Agencies 23,587,270$ 30.82% 7,992,000$ 17.14% 38,181,443$ 43.16% 19,664,526$ 48.04%

TOTALS 76,537,163$ 100.00% 46,629,376$ 100.00% 88,452,598$ 100.00% 40,928,538$ 100.00%

SAN JUAN

SCPPAPORTFOLIO ASSET BREAKDOWN

As of June 30, 2013

PALO VERDE POWERCANYON

GENERATION

MAGNOLIA

24

$ % $ % $ % $ % $ % $ %

Agency Discount Notes -$ 0.00% -$ 0.00% 3,898,772$ 8.46% 2,499,213$ 12.47% -$ 0.00% 3,398,929$ 7.28%

Bankers Acceptance -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Commercial Paper 1,295,154$ 29.30% -$ 0.00% 3,597,010$ 7.80% 7,193,915$ 35.89% 5,592,606$ 39.34% 16,282,745$ 34.87%

GICS -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Money Market 865,851$ 19.58% 2,719,399$ 33.11% 9,929,939$ 21.54% 4,636,499$ 23.14% 5,258,012$ 36.97% 13,859,951$ 29.69%

Municipal Bonds -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Negotiable CDs -$ 0.00% -$ 0.00% 4,300,000$ 9.33% 2,500,000$ 12.47% 1,050,000$ 7.38% 2,890,000$ 6.19%

US Agencies 2,260,000$ 51.12% 5,495,000$ 66.89% 24,384,984$ 52.87% 3,213,560$ 16.03% 2,320,000$ 16.31% 10,255,375$ 21.97%

TOTALS 4,421,005$ 100.00% 8,214,399$ 100.00% 46,110,705$ 100.00% 20,043,187$ 100.00% 14,220,618$ 100.00% 46,687,000$ 100.00%

UPRATING WIND


As of June 30, 2013

LINDEN

GREEN POWER

HOOVER TIETON MILFORD 1WIND WINDY FLATS

WINDY POINT/HYDRO

MILFORD 2WIND

25

$ % $ % $ % $ % $ %

Agency Discount Notes 5,898,142$ 5.80% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Bankers Acceptance -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Commercial Paper 27,773,809$ 27.29% -$ 0.00% -$ 0.00% 4,295,409$ 6.38% -$ 0.00%

GICS 6,574,657$ 6.46% 5,508,611$ 73.33% 22,685,880$ 83.60% -$ 0.00% 11,509,506$ 66.00%

Money Market 22,762,612$ 22.36% 1,643,356$ 21.88% 4,450,863$ 16.40% 23,893,138$ 35.46% 2,231,448$ 12.79%

Municipal Bonds -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Negotiable CDs 19,005,892$ 18.67% 360,000$ 4.79% -$ 0.00% 9,000,000$ 13.36% 3,700,000$ 21.21%

US Agencies 19,764,155$ 19.42% -$ 0.00% -$ 0.00% 30,188,375$ 44.80% -$ 0.00%

TOTALS 101,779,267$ 100.00% 7,511,967$ 100.00% 27,136,743$ 100.00% 67,376,922$ 100.00% 17,440,954$ 100.00%

SOUTHERN

NATURAL GAS


As of June 30, 2013

TRANSMISSION

BARNETT PREPAIDTRANSMISSION

SYSTEM ADELANTOMEAD

PHOENIXMEAD PINEDALE

26

$ % $ % $ % $ % $ % $ % $ %

Agency Discount Notes -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Bankers Acceptance -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Commercial Paper -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

GICS -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Money Market 5,385,726$ 100.00% 1,993,097$ 100.00% 4,707,107$ 61.07% 2,283,751$ 100.00% 621,947$ 0.37% 154,040$ 100.00% 5,500$ 0.28%

Municipal Bonds -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Negotiable CDs -$ 0.00% -$ 0.00% 3,000,000$ 38.93% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

US Agencies -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% 167,381,447$ 99.63% -$ 0.00% 1,928,070$ 99.72%

TOTALS 5,385,726$ 100.00% 1,993,097$ 100.00% 7,707,107$ 100.00% 2,283,751$ 100.00% 168,003,394$ 100.00% 154,040$ 100.00% 1,933,570$ 100.00%


AMERESCOORMAT PEBBLE

As of June 30, 2013

PROJECTDECOMMISSIONINGMWDSMALL HYDRO CHIQUITA LANDFILL GAS RECLAMATION TRUST FUND


SAN JUAN MINE

TRUST FUND DEVELOPMENTSPRINGSGEOTHERMAL

27

SCPPA PORTFOLIO ASSET BREAKDOWNJune 30, 2013

GENERATION

GIC**46%

MONEY MARKET

37%

US AGENCIES17%

SAN JUAN

`

GIC**36%

MONEY MARKET, 26%

NEGOTIABLE CDS,

7%

US AGENCIES,

31%

PALO VERDE

COMMERCIAL PAPER

10% GIC**4%

MONEY MARKET

33%

NEGOTIABLE CDS10%

US AGENCIES43%

MAGNOLIAAGENCY

DISCOUNT NOTES

3%

COMMERCIAL PAPER

19%

MONEY MARKET

23%NEGOTIABLE CDS7%

US AGENCIES48%

CANYON POWER

28


GREEN POWER

COMMERCIAL PAPER, 29%

MONEY MARKET

20%US AGENCIES,

51%

HOOVER UPRATINGMONEY MARKET

33%

US AGENCIES

67%

TIETON HYDRO

AGENCY DISCOUNT

NOTES,8%

COMMERCIALPAPER

8%

MONEY MARKET, 22%

NEGOTIABLE CDS,

9%

US AGENCIES,

53%

MILFORD 1 WIND

COMMERCIAL PAPER

39%

MONEY MARKET

37%

NEGOTIABLE CDS8%

US AGENCIES16%

LINDEN WIND

AGENCY DISCOUNT

NOTES7%

COMMERCIAL PAPER

35%

MONEY MARKET

30%

NEGOTIABLE CDS6%

US AGENCIES22%

WINDY POINT/WINDY FLATS

Agency Discount

Notes12%

Commercial Paper36%

Money Market23%

Negotiable CDs13% US Agencies

16%

MILFORD 2

29


TRANSMISSION & NATURAL GAS

AGENCY DISCOUNT

NOTES6%

COMMERCIAL PAPER

27%GIC**7%

MONEY MARKET

22%

NEGOTIABLE CDS19%

US AGENCIES19%

SOUTHERN TRANSMISSION

GIC**73%

MONEY MARKET

22%

NEGOTIABLE CDS5%

MEAD PHOENIX

GIC**,84%

MONEY MARKET

16%

MEAD ADELANTO

COMMERCIAL PAPER

6%

MONEY MARKET

36%

NEGOTIABLE CDS13%

US AGENCIES45%

PINEDALE & BARNETT

GIC**66%

MONEY MARKET

13%

NEGOTIABLE CDS21%

PREPAID

30



MONEY MARKET,

100%

ORMAT GEOTHERMAL

MONEY MARKET

100%

MWD HYDRO

MONEY MARKET

61%

NEGOTIABLE CDS39%

PEBBLE SPRINGS

MONEY MARKET

100%

AMERESCOMONEY MARKET

.37%

US AGENCIES

99.63%

DECOMMISSIONING TRUST FUND

MONEY MARKET

100%

PROJECT DEVELOPMENT

MONEY MARKET

.28

US AGENCIES, 99.72%

SAN JUAN MINE RECLAMATION TRUST FUND

31

$ % $ % $ % $ %

Less Than 3 Mos. 25,300,560$ 33.06% 17,314,703$ 37.14% 50,271,155$ 56.84% 13,264,012$ 32.40%

3 Mos<=X<6 Mos. -$ 0.00% -$ 0.00% -$ 0.00% 8,000,000$ 19.55%

6 Mos<=X<1 Yr. -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

1 Yr.<=X<2 Yrs. -$ 0.00% 13,524,283$ 29.00% -$ 0.00% -$ 0.00%

2 Yrs.<=X<3 Yrs. -$ 0.00% 7,992,000$ 17.14% 2,600,000$ 2.94% -$ 0.00%

3 Yrs.<=X<5 Yrs. 51,236,603$ 66.94% 7,798,390$ 16.72% 28,121,613$ 31.79% 6,405,000$ 15.65%

=>5 Yrs. -$ 0.00% -$ 0.00% 7,459,830$ 8.43% 13,259,526$ 32.40%

TOTALS 76,537,163$ 100.00% 46,629,376$ 100.00% 88,452,598$ 100.00% 40,928,538$ 100.00%

SCPPAPORTFOLIO MATURITY COMPOSITION

As of June 30, 2013

GENERATION

POWERPALO VERDE SAN JUAN MAGNOLIACANYON

X:\scppainv\Monthend Schedules\Quarterly Reports\FY 2012-13 Qtr Inv Report\Qtr Report June 2013.xlsxQtr Report June 2013.xlsxAging

32

$ % $ % $ % $ % $ % $ %

Less Than 3 Mos. 865,851$ 19.58% 2,719,399$ 33.10% 20,227,976$ 43.87% 11,334,137$ 56.55% 9,404,376$ 66.14% 36,431,625$ 78.03%

3 Mos<=X<6 Mos. 1,295,154$ 29.30% -$ 0.00% 1,497,745$ 3.25% 5,495,490$ 27.42% 2,496,242$ 17.55% -$ 0.00%

6 Mos<=X<1 Yr. -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

1 Yr.<=X<2 Yrs. -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

2 Yrs.<=X<3 Yrs. -$ 0.00% 500,000$ 6.09% 2,999,250$ 6.50% -$ 0.00% -$ 0.00% 3,499,125$ 7.49%

3 Yrs.<=X<5 Yrs. 2,260,000$ 51.12% 1,570,000$ 19.11% 9,887,498$ 21.44% 3,213,560$ 16.03% 2,320,000$ 16.31% 3,756,250$ 8.05%

=>5 Yrs. -$ 0.00% 3,425,000$ 41.70% 11,498,236$ 24.94% -$ 0.00% -$ 0.00% 3,000,000$ 6.43%

TOTALS 4,421,005$ 100.00% 8,214,399$ 100.00% 46,110,705$ 100.00% 20,043,187$ 100.00% 14,220,618$ 100.00% 46,687,000$ 100.00%

WIND WINDY FLATS

GREEN POWER

MILFORD 1WINDHYDROUPRATING

HOOVER LINDEN WIND

MILFORD 2


As of June 30, 2013

TIETON WINDY POINT/

X:\scppainv\Monthend Schedules\Quarterly Reports\FY 2012-13 Qtr Inv Report\Qtr Report June 2013.xlsxAging-2

33

$ % $ % $ % $ % $ %

Less Than 3 Mos. 73,440,455$ 72.15% 2,003,356$ 26.67% 4,450,863$ 16.40% 32,190,050$ 47.78% 5,931,448$ 34.01%

3 Mos<=X<6 Mos. -$ 0.00% -$ 0.00% -$ 0.00% 998,497$ 1.48% -$ 0.00%

6 Mos<=X<1 Yr. 2,000,000$ 1.97% -$ 0.00% -$ 0.00% 4,000,000$ 5.94% -$ 0.00%

1 Yr.<=X<2 Yrs. -$ 0.00% -$ 0.00% -$ 0.00% 5,498,900$ 8.16% -$ 0.00%

2 Yrs.<=X<3 Yrs. 10,105,000$ 9.93% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

3 Yrs.<=X<5 Yrs. 4,924,055$ 4.84% -$ 0.00% -$ 0.00% 24,689,475$ 36.64% -$ 0.00%

=>5 Yrs. 11,309,757$ 11.11% 5,508,611$ 73.33% 22,685,880$ 83.60% -$ 0.00% 11,509,506$ 65.99%

TOTALS 101,779,267$ 100.00% 7,511,967$ 100.00% 27,136,743$ 100.00% 67,376,922$ 100.00% 17,440,954$ 100.00%

ADELANTO PREPAID

SOUTHERN PINEDALEBARNETTPHOENIX

TRANSMISSIONSYSTEM

MEAD MEAD


As of June 30, 2013

TRANSMISSION NATURAL GAS


34

$ % $ % $ % $ % $ % $ %

Less Than 3 Mos. 5,385,726$ 100.00% 1,993,097$ 100.00% 7,707,107$ 100.00% 2,283,751$ 100.00% 621,946$ 0.37% 154,040$ 100.00% 5,500$ 0.28%

3 Mos<=X<6 Mos. -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% 0.00% -$ 0.00% -$ 0.00%

6 Mos<=X<1 Yr. -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% 4,814,000$ 2.87% -$ 0.00% -$ 0.00%

1 Yr.<=X<2 Yrs. -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% 5,000,000$ 2.98% -$ 0.00% -$ 0.00%

2 Yrs.<=X<3 Yrs. -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% 10,150,000$ 6.04% -$ 0.00% -$ 0.00%

3 Yrs.<=X<5 Yrs. -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% 59,837,803$ 35.62% -$ 0.00% 1,928,070$ 99.72%

=>5 Yrs. -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% 87,579,645$ 52.12% -$ 0.00% -$ 0.00%

TOTALS 5,385,726$ 100.00% 1,993,097$ 100.00% 7,707,107$ 100.00% 2,283,751$ 100.00% 168,003,394$ 100.00% 154,040$ 100.00% 1,933,570$ 100.00%

DEVELOPMENTGEOTHERMALORMAT

TRUST FUNDHYDRO WIND TRUST FUNDLANDFILL GAS



As of June 30, 2013

MINE RECLAMATIONMWD PEBBLE SPRINGS DECOMMISSIONINGCHIQUITA AMERESCO SAN JUAN

PROJECT


35

SCPPA PORTFOLIO MATURITY COMPOSITONJune 30, 2013

GENERATION

Less Than 3 Mos.33%

3 Yrs.<=X<5 Yrs.67%

PALO VERDE

Less Than 3 Mos.37%

1 Yr.<=X<2 Yrs.29%

2 Yrs.<=X<3 Yrs.17%

3 Yrs.<=X<5 Yrs.17%

SAN JUAN

Less Than 3 Mos.57%

2 Yrs.<=X<3 Yrs.3%

3 Yrs.<=X<5 Yrs.32%

=>5 Yrs.8%

MAGNOLIA

Less Than 3 Mos.32%

3 Mos<=X<6 Mos.20%

3 Yrs.<=X<5 Yrs.16%

=>5 Yrs.32%

CANYON POWER

36

SCPPA PORTFOLIO MATURITY COMPOSITIONJune 30, 2013

GREEN POWER

Less Than 3 Mos.20%3 Mos<=X<6

Mos.29%

3 Yrs.<=X<5 Yrs.51%

HOOVER UPRATING

Less Than 3 Mos.33%

2 Yrs.<=X<3 Yrs.6%

3 Yrs.<=X<5 Yrs.19%

=>5 Yrs.42%

TIETON HYDRO

Less Than 3 Mos.44%

3 Mos<=X<6 Mos.3%

2 Yrs.<=X<3 Yrs.7%

3 Yrs.<=X<5 Yrs.21%

=>5 Yrs.25%

MILFORD 1 WIND

Less Than 3 Mos,66%

3 Mos<=X<6 Mos.18%

3 Yrs.<=X<5 Yrs.16%

LINDEN WIND

Less Than 3 Mos.78%

2 Yrs.<=X<3 Yrs.8%

3 Yrs.<=X<5 Yrs.8% =>5 Yrs.

6%


Less Than 3 Mos.57%

3 Mos<=X<6 Mos.27%

3 Yrs.<=X<5 Yrs.16%

MILFORD 2

37

SCPPA PORTFOLIO MATURITY COMPOSITONJune 30, 2013

TRANSMISSION & NATURAL GAS

Less Than 3 Mos.72%

6 Mos<=X<1 Yr.2%

2 Yrs.<=X<3 Yrs.10%

3 Yrs.<=X<5 Yrs.5%

=>5 Yrs.11%


Less Than 3 Mos.27%

=>5 Yrs.73%

MEAD PHOENIX

Less Than 3 Mos.16%

=>5 Yrs.84%

MEAD ADELANTO

Less Than 3 Mos.48%

3 Mos<=X<6 Mos.1%6 Mos<=X<1

Yr.6%

1 Yr.<=X<2 Yrs.8%

3 Yrs.<=X<5 Yrs.37%

PINEDALE/BARNETT

Less Than 3 Mos.34%

=>5 Yrs.66%

PREPAID

38

SCPPA PORTFOLIO MATURITY COMPOSITIONJune 30, 2013


Less Than 3 Mos.100%

ORMAT GEOTHERMAL


MWD HYDRO

Less Than 3 Mos., 100%

PEBBLE SPRINGS


AMERESCO

6 Mos<=X<1 Yr.3%

1 Yr.<=X<2 Yrs.3%

2 Yrs.<=X<3 Yrs.6%

3 Yrs.<=X<5 Yrs.36%

=>5 Yrs.52%



PROJECT DEVELOPMENT

3 Yrs.<=X<5 Yrs.

100%

SJ MINE RECLAMATION TRUST

39

$ % $ % $ % $ %

AIG -$ 0.00% 21,322,673$ 45.73% -$ 0.00% -$ 0.00%

Bank of New York Mellon 20,300,560$ 26.52% -$ 0.00% -$ 0.00% -$ 0.00%

Citigroup 4,330,000$ 5.66% -$ 0.00% -$ 0.00% 2,000,000$ 4.89%

First Empire -$ 0.00% -$ 0.00% 6,285,000$ 7.11% 3,600,000$ 8.80%

First Tennessee -$ 0.00% -$ 0.00% 10,695,000$ 12.09% -$ 0.00%

FSA 27,649,333$ 36.12% -$ 0.00% 3,863,184$ 4.37% -$ 0.00%

Morgan Keegan(Raymond James) -$ 0.00% -$ 0.00% 9,589,454$ 10.84% -$ 0.00%

Morgan Stanley 4,000,000$ 5.23% -$ 0.00% -$ 0.00% 6,080,000$ 14.86%

Nomura -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Oppenheimer 2,530,000$ 3.31% -$ 0.00% -$ 0.00% -$ 0.00%

Piper Jaffray -$ 0.00% -$ 0.00% 564,831$ 0.64% 1,579,526$ 3.86%

PNC -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Rice FP 7,797,270$ 10.19% -$ 0.00% 8,461,905$ 9.57% 7,504,654$ 18.34%

UBS - Financial 4,930,000$ 6.44% 7,992,000$ 17.14% 2,583,707$ 2.92% -$ 0.00%

Union Bank 5,000,000$ 6.53% -$ 0.00% 11,098,500$ 12.55% 2,800,000$ 6.84%

U.S. Bank -$ 0.00% 17,314,703$ 37.13% 28,718,867$ 32.46% 17,364,358$ 42.41%

Wells Fargo Bank -$ 0.00% -$ 0.00% 6,592,150$ 7.45% -$ 0.00%

TOTALS 76,537,163$ 100.00% 46,629,376$ 100.00% 88,452,598$ 100.00% 40,928,538$ 100.00%

GENERATION

SCPPABROKER/DEALER COVERAGE

As of June 30, 2013

SAN JUANPALO VERDECANYON

MAGNOLIA POWER

40

$ % $ % $ % $ % $ % $ %

AIG -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Bank of New York Mellon 865,851$ 19.58% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Citigroup -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% 1,500,000$ 3.21%

First Empire -$ 0.00% 1,790,000$ 21.79% 6,300,000$ 13.66% 3,213,560$ 16.03% -$ 0.00% 1,500,000$ 3.21%

First Tennessee -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

FSA -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Morgan Keegan(Raymond James) -$ 0.00% -$ 0.00% -$ 0.00% 2,099,160$ 10.47% 1,299,480$ 9.14% 5,989,856$ 12.83%

Morgan Stanley 1,700,000$ 38.45% 1,635,000$ 19.90% 1,000,000$ 2.17% -$ 0.00% -$ 0.00% -$ 0.00%

Nomura -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Oppenheimer 560,000$ 12.67% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Piper Jaffray -$ 0.00% -$ 0.00% 2,519,244$ 5.46% -$ 0.00% -$ 0.00% -$ 0.00%

PNC -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Rice FP -$ 0.00% 1,570,000$ 19.11% 14,568,264$ 31.60% 2,499,213$ 12.47% 2,320,000$ 16.31% 6,898,054$ 14.78%

UBS - Financial -$ 0.00% -$ 0.00% 504,748$ 1.09% -$ 0.00% -$ 0.00% -$ 0.00%

Union Bank 1,295,154$ 29.30% -$ 0.00% 4,300,000$ 9.33% 2,500,000$ 12.48% 1,050,000$ 7.38% 6,290,000$ 13.47%

U.S. Bank -$ 0.00% 2,719,399$ 33.11% 9,929,939$ 21.53% 4,636,499$ 23.13% 5,258,012$ 36.98% 13,859,951$ 29.69%

Wells Fargo Bank -$ 0.00% 500,000$ 6.09% 6,988,510$ 15.16% 5,094,755$ 25.42% 4,293,126$ 30.19% 10,649,139$ 22.81%

TOTALS 4,421,005$ 100.00% 8,214,399$ 100.00% 46,110,705$ 100.00% 20,043,187$ 100.00% 14,220,618$ 100.00% 46,687,000$ 100.00%

UPRATINGWINDY POINT/

GREEN POWER


As of June 30, 2013

WIND WINDY FLATSHOOVER MILFORD 1TIETON

HYDROLINDEN

WINDMILFORD 2

WIND

41

$ % $ % $ % $ % $ %

AIG 6,574,657$ 6.46% -$ 0.00% -$ 0.00% -$ 0.00% 11,509,506$ 66.00%

Bank of New York Mellon -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Citigroup -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

First Empire 3,240,000$ 3.18% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

First Tennessee -$ 0.00% -$ 0.00% -$ 0.00% 10,000,000$ 14.84% -$ 0.00%

FSA -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Morgan Keegan(Raymond James) 14,477,101$ 14.22% -$ 0.00% -$ 0.00% 2,697,951$ 4.00% -$ 0.00%

Morgan Stanley -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Nomura -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Oppenheimer -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Piper Jaffray 10,105,000$ 9.93% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

PNC -$ 0.00% 5,508,611$ 73.33% 22,685,880$ 83.60% -$ 0.00% -$ 0.00%

Rice FP 6,933,142$ 6.81% -$ 0.00% -$ 0.00% 11,492,650$ 17.06% -$ 0.00%

UBS - Financial 1,889,055$ 1.86% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Union Bank 19,005,892$ 18.67% 360,000$ 4.79% -$ 0.00% 17,695,725$ 26.26% 3,700,000$ 21.21%

U.S. Bank 22,762,611$ 22.37% 1,643,356$ 21.88% 4,450,863$ 16.40% 23,893,138$ 35.47% 2,231,448$ 12.79%

Wells Fargo Bank 16,791,809$ 16.50% -$ 0.00% -$ 0.00% 1,597,458$ 2.37% -$ 0.00%

TOTALS 101,779,267$ 100.00% 7,511,967$ 100.00% 27,136,743$ 100.00% 67,376,922$ 100.00% 17,440,954$ 100.00%

BARNETT

NATURAL GAS

PINEDALEPREPAID

As of June 30, 2013


SOUTHERN

TRANSMISSION

SYSTEMTRANSMISSION MEAD

ADELANTOPHOENIXMEAD

42

$ % $ % $ % $ % $ % $ % $ %

AIG -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Bank of New York Mellon -$ 0.00% -$ 0.00% 4,707,107$ 61.07% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Citigroup -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% 5,720,000$ 3.40% -$ 0.00% -$ 0.00%

First Empire -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% 28,402,143$ 16.91% -$ 0.00% -$ 0.00%

First Tennessee -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% 15,650,000$ 9.32% -$ 0.00% -$ 0.00%

FSA -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Morgan Keegan(Raymond James) -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% 36,220,000$ 21.56% -$ 0.00% -$ 0.00%

Morgan Stanley -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Nomura -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Oppenheimer -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% 2,000,000$ 1.19% -$ 0.00% -$ 0.00%

Piper Jaffray -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% 23,313,349$ 13.88% -$ 0.00% -$ 0.00%

PNC -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00%

Rice FP -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% 31,900,402$ 18.98% -$ 0.00% 1,928,070$ 99.72%

UBS - Financial -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% 14,362,245$ 8.55% -$ 0.00% -$ 0.00%

Union Bank -$ 0.00% -$ 0.00% 3,000,000$ 38.93% -$ 0.00% 3,769,058$ 2.24% -$ 0.00% -$ 0.00%

U.S. Bank -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% 621,947$ 0.37% -$ 0.00% 5,500$ 0.28%

Wells Fargo Bank 5,385,726$ 100.00% 1,993,097$ 100.00% -$ 0.00% 2,283,751$ 100.00% 6,044,250$ 3.60% 154,040$ 100.00% -$ 0.00%

TOTALS 5,385,726$ 100.00% 1,993,097$ 100.00% 7,707,107$ 100.00% 2,283,751$ 100.00% 168,003,394$ 100.00% 154,040$ 100.00% 1,933,570$ 100.00%

DECOMMISSIONINGAMERESCO PROJECT SAN JUAN MINERECLAMATION TRUST FUNDDEVELOPMENTTRUST FUNDCHIQUITA LANDFILL GAS


As of June 30, 2013


GEOTHERMALORMAT PEBBLE SPRINGS

WINDHYDRO MWD

43

SCPPA SCPPA PORTFOLIO BROKER/DEALER COVERAGE

June 30, 2013GENERATION

BANK OF NEW YORK MELLON

27%

CITIGROUP6%

FSA36%

MORGAN STANLEY

5%

OPPENHEIMER3%

RICE FP10%

UBS FINANCIAL6%

UNION BANK7%

PALO VERDE

AIG46%

UBS FINANCIAL, 17%

U.S. BANK37%

SAN JUAN

FIRST EMPIRE7%

FIRST TENNESSEE

12%

FSA4%MORGAN

KEEGAN Raymond James

11%PIPER JAFFRAY

1%

RICE FP10%

UBS FINANCIAL3%

UNION BANK12%

U.S. BANK33%

WELLS FARGO BANK

7%

MAGNOLIA

CITIGROUP5%

FIRST EMPIRE9%

MORGAN STANLEY

15%PIPER JAFFRAY

4%RICE FP

18%

UNION BANK7%

U.S. BANK42%

CANYON POWER

44

SCPPA SCPPA PORTFOLIO DEALER/BROKER COVERAGE

June 30, 2013GREEN POWER

FIRST EMPIRE22%

MORGAN STANLEY

20%

RICE FP19%

U.S. BANK33%

WELLS FARGO BANK

6%

TIETON

First Empire14%

Morgan Stanley2%

Piper Jaffray 5%

Rice FP32%

UBS Financial

1%

Union Bank9%

U.S. Bank22%

Wells Fargo Bank15%

MILFORD 1 WIND

Morgan Keegan

Raymond James

9% Rice FP16%

Union Bank7%

U.S. Bank37%

Wells Fargo Bank31%

LINDEN WIND

Citigroup3%

First Empire3%

Morgan Keegan

Raymond James

13

Rice FP15%Union Bank

13%

U.S. Bank30%

Wells Fargo Bank23%


BANK OF NEW YORK

MELLON20%

MORGAN STANLEY

38%OPPENHEIMER

13%

UNION BANK, 29%

HOOVER

First Empire, 16%

Morgan Keegan

Raymond James10% Rice FP,

13%

Union Bank, 13%

U.S. Bank, 23%

Wells Fargo Bank25%

MILFORD 2 WIND

45


June 30, 2013TRANSMISSION & NATURAL GAS

AIG6%

First Empire3%

Morgan Keegan-Raymond James

14%

Piper Jaffray 10%

Rice FP7% UBS - Financial

2%

Union Bank19%

U.S. Bank22%

Wells Fargo Bank17%


PNC73%

Union Bank5%

U.S. Bank22%

MEAD PHOENIX

PNC84%

U.S. Bank16%

MEAD ADELANTO

First Tennessee

15%

Morgan Keegan(Raymo

nd James)4%

Rice FP17%

Union Bank26%

U.S. Bank36%

Wells Fargo Bank2%

PINEDALE/BARNETT

AIG66%

Union Bank21%

U.S. Bank13%

PREPAID

46


June 30, 2013POWER PURCHASE AGREEMENTS & MISCELLANEOUS

Wells Fargo Bank100%

ORMAT GEOTHERMAL


MWD HYDRO

Bank of New York Mellon

61%

Union Bank39%

PEBBLE SPRINGS


AMERESCO

Citigroup3%

First Empire, 17%

First Tennessee,

9%Morgan Keegan

Raymond James22%

Oppenheimer1%

Piper Jaffray 14%

Rice FP19%

UBS -Financial

9%

Union Bank2%

Wells Fargo Bank4%



PROJECT DEVELOPMENT

Rice FP, 100%

San Juan Mine Reclamation Trust Fund

47

SOUTHERN CANYON TRANSMISSION MEAD MEAD PINEDALE

PALO VERDE SAN JUAN MAGNOLIA POWER SYSTEM PHOENIX ADELANTO BARNETT PREPAID

AIG -$ 21,322,673$ -$ -$ 6,574,657$ -$ -$ -$ 11,509,506$ BNY Mellon 20,300,560$ -$ -$ -$ -$ -$ -$ -$ -$

Citigroup 4,330,000$ -$ -$ 2,000,000$ -$ -$ -$ -$ -$ First Empire -$ -$ 6,285,000$ 3,600,000$ 3,240,000$ -$ -$ -$ -$

First Tennessee -$ -$ 10,695,000$ -$ -$ -$ -$ 10,000,000$ -$ FSA 27,649,333$ -$ 3,863,184$ -$ -$ -$ -$ -$ -$

Morgan Keegan -$ -$ 9,589,454$ -$ 14,477,101$ -$ -$ 2,697,951$ -$ Morgan Stanley 4,000,000$ -$ -$ 6,080,000$ -$ -$ -$ -$ -$

Nomura -$ -$ -$ -$ -$ -$ -$ -$ -$ Oppenheimer 2,530,000$ -$ -$ -$ -$ -$ -$ -$ -$ Piper Jaffray -$ -$ 564,831$ 1,579,526$ 10,105,000$ -$ -$ -$ -$

PNC -$ -$ -$ -$ -$ 5,508,611$ 22,685,880$ -$ -$ Rice FP 7,797,270$ -$ 8,461,905$ 7,504,654$ 6,933,142$ -$ -$ 11,492,650$ -$

UBS Financial 4,930,000$ 7,992,000$ 2,583,707$ -$ 1,889,055$ -$ -$ -$ -$ Union Bank 5,000,000$ -$ 11,098,500$ 2,800,000$ 19,005,892$ 360,000$ -$ 17,695,725$ 3,700,000$ U.S. Bank -$ 17,314,703$ 28,718,867$ 17,364,358$ 22,762,611$ 1,643,356$ 4,450,863$ 23,893,138$ 2,231,448$

Wells Fargo Bank -$ -$ 6,592,150$ -$ 16,791,809$ -$ -$ 1,597,458$ -$ TOTALS 76,537,163$ 46,629,376$ 88,452,598$ 40,928,538$ 101,779,267$ 7,511,967$ 27,136,743$ 67,376,922$ 17,440,954$

SCPPA

COMBINED BROKER/DEALER COVERAGEAs of June 30, 2013

GENERATION TRANSMISSION NATURAL GAS

48

AIGBNY Mellon

CitigroupFirst Empire

First TennesseeFSA

Morgan KeeganMorgan Stanley

NomuraOppenheimerPiper Jaffray

PNCRice FP

UBS FinancialUnion BankU.S. Bank

Wells Fargo BankTOTALS

HOOVER TIETON MILFORD 1 MILFORD 2 LINDEN WINDY POINT/UPRATING HYDRO WIND WIND WIND WINDY FLATS

-$ -$ -$ -$ -$ -$ 865,851$ -$ -$ -$ -$ -$

-$ -$ -$ -$ -$ 1,500,000$ -$ 1,790,000$ 6,300,000$ 3,213,560$ -$ 1,500,000$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 2,099,160$ 1,299,480$ 5,989,856$

1,700,000$ 1,635,000$ 1,000,000$ -$ -$ -$ -$ -$ -$ -$ -$ -$

560,000$ -$ -$ -$ -$ -$ -$ -$ 2,519,244$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 1,570,000$ 14,568,264$ 2,499,213$ 2,320,000$ 6,898,054$ -$ -$ 504,748$ -$ -$ -$

1,295,154$ -$ 4,300,000$ 2,500,000$ 1,050,000$ 6,290,000$ -$ 2,719,399$ 9,929,939$ 4,636,499$ 5,258,012$ 13,859,951$ -$ 500,000$ 6,988,510$ 5,094,755$ 4,293,126$ 10,649,139$

4,421,005$ 8,214,399$ 46,110,705$ 20,043,187$ 14,220,618$ 46,687,000$

GREEN POWER

SCPPA


49

AIGBNY Mellon

CitigroupFirst Empire

First TennesseeFSA

Morgan KeeganMorgan Stanley

NomuraOppenheimerPiper Jaffray

PNCRice FP

UBS FinancialUnion BankU.S. Bank

Wells Fargo BankTOTALS

AMERESCO SAN JUAN ORMAT MWD PEBBLE SPRINGS CHIQUITA DECOMMISSIONING PROJECT MINE RECLAMATION

GEOTHERMAL HYDRO WIND LANDFILL GAS TRUST FUND DEVELOPMENT TRUST FUND TOTAL %

-$ -$ -$ -$ -$ -$ -$ 39,406,836$ 4.92%-$ -$ 4,707,107$ -$ -$ -$ -$ 25,873,518$ 3.23%-$ -$ -$ -$ 5,720,000$ -$ -$ 13,550,000$ 1.69%-$ -$ -$ -$ 28,402,143$ -$ -$ 54,330,703$ 6.78%-$ -$ -$ -$ 15,650,000$ -$ -$ 36,345,000$ 4.54%-$ -$ -$ -$ -$ -$ -$ 31,512,517$ 3.93%-$ -$ -$ -$ 36,220,000$ -$ -$ 72,373,002$ 9.04%-$ -$ -$ -$ -$ -$ -$ 14,415,000$ 1.80%-$ -$ -$ -$ -$ -$ -$ -$ 0.00%-$ -$ -$ -$ 2,000,000$ -$ -$ 5,090,000$ 0.64%-$ -$ -$ -$ 23,313,349$ -$ -$ 38,081,950$ 4.75%-$ -$ -$ -$ -$ -$ -$ 28,194,491$ 3.52%-$ -$ -$ -$ 31,900,402$ -$ 1,928,070$ 103,873,624$ 12.97%-$ -$ -$ -$ 14,362,245$ -$ -$ 32,261,755$ 4.03%-$ -$ 3,000,000$ -$ 3,769,058$ -$ -$ 81,864,329$ 10.22%-$ -$ -$ -$ 621,947$ -$ 5,500$ 155,410,591$ 19.39%

5,385,726$ 1,993,097$ -$ 2,283,751$ 6,044,250$ 154,040$ -$ 68,367,811$ 8.54%5,385,726$ 1,993,097$ 7,707,107$ 2,283,751$ 168,003,394$ 154,040$ 1,933,570$ 800,951,127$ 100.00%


SCPPA


50

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

MEETING DATE: September 19, 2013 AGENDA ITEM NUMBER: 2013-064 CONSENT X DISCUSSISON 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 N/A- Recurring Annual Membership

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: Authorizing the Executive Director to pay the 2013-2014 APPA annual dues. RECOMMENDATION: This budget has been approved by the SCPPA Executive Committee and reviewed by the SCPPA Finance Committee. Approval is recommended. BACKGROUND: This a recurring annual membership

FISCAL IMPACT: $585,270

51

RESOLUTION NO. 2013-064

RESOLUTION OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY PROVIDING FOR AN ADDITIONAL CONTRIBUTION TO THE AUTHORITY’S REVOLVING GENERAL FUND, AND TAKING CERTAIN RELATED ACTION (RESTRUCTURING) (APPA)

WHEREAS, the Board of Directors of the Southern California Public Power Authority (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; 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; 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; 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; WHEREAS, the Board of Directors of the Authority wishes to provide for an additional contribution to the General Fund, and Members of the Authority are willing to make such additional contribution. BE IT RESOLVED by the Board of Directors as follows: 1. The Board of Directors hereby provides for an additional contribution to the General Fund.

Such additional contribution,

(a) shall be solely for the purpose of paying the annual dues to the American Public Power Association on behalf of the Members of SCPPA, and pending application for such purpose the contribution 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) shall be in the aggregate amount of $585,269.89 with the portion thereof to be

contributed by each Member to be the amount set forth with respect to it on Exhibit A to this Resolution;

(c) shall be billed and collected by adding to the Authority’s October 2013 Hoover Uprating

Project billing to Anaheim, the Authority’s Magnolia Power Project billing to Cerritos, and the Authority’s October 2013 Palo Verde Project billing to each other Member, the amount set forth with respect to each of them in Exhibit A to this Resolution, with such amount designated as “Resolution No. 2013-064 Charge.”

52

2. Although the amounts 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 APPA 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.

3. Amounts contributed to and held in the General Fund and the APPA 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.

4. 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.

5. This Resolution shall become effective immediately. THE FOREGOING RESOLUTION is approved and adopted by the Authority, this 19th day of September, 2013.

_________________________ PRESIDENT Southern California Public Power Authority

ATTEST: ______________________ ASSISTANT SECRETARY Southern California Public Power Authority

53

EXHIBIT A SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY RESOLUTION NO. 2013-XXX ALLOCATION AMONG MEMBERS

ANAHEIM $ 58,619.03 AZUSA $ 15,364.91 BANNING $ 11,182.06 BURBANK $ 49,409.54 CERRITOS $ 550.00

COLTON $ 18,511.61 GLENDALE $ 43,177.11 IMPERIAL $ 62,077.59 LOS ANGELES $196,129.29 PASADENA $ 40,821.17 RIVERSIDE $ 52,630.00 VERNON $ 36,797.58 TOTAL $585,269.89

54

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

MEETING DATE: September 19, 2013 AGENDA ITEM NUMBER: 2013-065 CONSENT X DISCUSSISON 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 N/A- Debt payoff



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

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

SUBJECT: Authorizing SCPPA to make prepayments to the Bureau of Reclamation on behalf of certain members and for the Executive Director to execute a non-binding MOU on behalf of same.

RECOMMENDATION: The interest rate currently being paid on the Hoover Visitor Center and Air Slots is substantially higher than current market rates. Approval is recommended. BACKGROUND: The Hoover Visitor Center and Air Slots debt was borrowed by the Bureau of Reclamation in 1995 at 8.06% and 1987 at 9.84%, respectively, on behalf of all Hoover Power Plant participants. Due to the substantially high interest rates on the debt, prepayment is financially prudent at this time. For ease of administration, SCPPA will make the prepayments on behalf of certain members primarily using Project Stabilization Funds already held in SCPPA accounts.

FISCAL IMPACT: None

55


RESOLUTION OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY (“SCPPA”) AUTHORIZING (I) SCPPA TO MAKE CERTAIN PREPAYMENTS TO THE BUREAU OF RECLAMATION ON BEHALF OF CERTAIN AUTHORITY MEMBERS IN CONNECTION WITH THE RE-FINANCING OF THE HOOVER DAM VISITOR CENTER AND AIR SLOTS, (II) AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE A NONBINDING MEMORANDUM OF UNDERSTANDING ON BEHALF OF SUCH AUTHORITY MEMBERS IN CONNECTION WITH THE PREPAYMENTS AND (III) AUTHORIZING CERTAIN RELATED ACTIONS.

WHEREAS, the Hoover Power Project represents a major Southern California, electric energy resource originally conceived in the 1928 Boulder Canyon Project Act and modified through a number of subsequent related federal enactments providing the terms and conditions governing the sale of energy from the Hoover Dam; and

WHEREAS, a substantial number of SCPPA members receive power from the Hoover

Power Project, including, Anaheim, Azusa, Banning, Burbank, Colton, Glendale, Pasadena, Riverside, Vernon, and the Los Angeles Department of Water and Power; and

WHEREAS, pursuant to the Hoover Powerplant Act of 1984, contracts for energy and

capacity resulting from the Hoover Uprating Project were offered by the Secretary of Energy through the Western Area Power Administration (“Western”) to various entities in Arizona, Nevada and California as provided in the “Final Allocations of Contingent Capacity and Associated Energy from the Boulder Canyon Project Uprating Program” (Federal Register 47,830, dated November 20, 1985); and

WHEREAS, the Bureau of Reclamation, an agency of the United States Department of

the Interior (the “Bureau”), has funded the cost of acquisition and construction of the Hoover Visitors Center at the Hoover Dam and the construction of the Air Slots at the Hoover Dam through borrowings (the “Bureau Debt”) from the United States Department of the Treasury; and

WHEREAS, the Bureau Debt bears interest at rates that are substantially higher than

current market interest rates; and WHEREAS, The payment of the principal and interest on the Bureau Debt is a

component of the cost of power and energy payable by the Hoover contractors, including SCPPA members that receive power from the Hoover Power Project pursuant to the agreements with Western; and

WHEREAS, the Bureau has determined that the Hoover contractors, including SCPPA

members that receive power from the Hoover Power Project, may prepay the Bureau Debt; and

56

WHEREAS, the Hoover contractors have determined that it is in their best interest to develop a plan to provide for the prepayment of all of the outstanding Bureau Debt so as to decrease their cost of power and energy payable pursuant to the agreements with Western; and

WHEREAS, the Hoover contractors have drafted a nonbinding memorandum of

understanding to provide for an intent to participate in the prepayment of the Bureau Debt and to set forth preliminary terms and conditions pursuant to which the Hoover contractors can effectuate the prepayment of the Bureau Debt; and

WHEREAS, the SCPPA members that receive power from the Hoover Dam Project

(except for the Los Angeles Department of Water and Power) have requested that SCPPA, on behalf of and for the benefit of such members, enter into the nonbinding memorandum of understanding with the other Hoover Dam Project participants, the Hoover contractors, and make their proportionate prepayment from their project stabilization funds, which may be on deposit with SCPPA, or other source of funds as directed by the member.

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

understanding described herein on behalf of and for the benefit of the SCPPA members that receive power from the Hoover Dam Project (except for the Los Angeles Department of Water and Power).

2. SCPPA shall make the proportionate prepayment of the Bureau Debt obligations of the SCPPA members that receive power from the Hoover Dam Project from their project stabilization funds, which may be on deposit with SCPPA, or other source of funds as directed by the member, provided that it shall be the responsibility of such member to obtain the appropriate authority to use such funds and demonstrate to the satisfaction of the Executive Director that the member has authority to use any such funds.

3. 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. [Continued on next page]

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4. This Resolution shall become effective immediately.

THE FOREGOING RESOLUTION is approved and adopted by the Authority this 19th day of September, 2013.

PRESIDENT


ATTEST: SECRETARY Southern California Public Power Authority

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SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY Board of Directors Meeting

AGENDA ITEM STAFF REPORT

MEETING DATE: September 19, 2013 RESOLUTION NUMBER: 2013-066 CONSENT X DISCUSSION RENEWAL X NEW Place an X in box next to the appropriate consideration(s) above.

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.


INITIAL MEMBER PARTICIPANTS: Anaheim

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

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

SUBJECT: Energy Efficiency Information, Public Outreach RECOMMENDATION: Approve the Resolution authorizing SCPPA to enter into Professional Services Agreement (PSA) with Organizational Support Services (OSS) to provide assistance to Members implementing lamp exchange programs and other public outreach efforts to increase awareness of energy efficiency improvements in the home or businesses. BACKGROUND: OSS has been under contract with SCPPA for the past two years and the existing PSA is set to expire at the end of September 2013. Because of the favorable performance of OSS in implementing the vendor-specific programs and services contracted for, representatives of the Imperial Irrigation District requested a continuation of the working arrangement for services rendered by OSS. FISCAL IMPACT: None. Participating member or members is or are responsible for ensuring funds are in their respective budgets to fully pay for all services received from OSS.

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RESOLUTION OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AGREEMENT WITH ORGANIZATIONAL SUPPORT SERVICES (OSS), 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 (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, certain Members have a need for energy efficiency public outreach programs, events and services (“Services”); and

WHEREAS, OSS has been satisfactorily, and is well qualified to continue, providing Services; and WHEREAS, the Authority is willing and able to (i) retain OSS to provide Services and (ii) bill all expenses and costs of retaining OSS to the Members receiving said Services; 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 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

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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 OSS 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 OSS, 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 OSS, shall be billed to the

Members that have received services from OSS with respect to such bill, with the amount of each such Member’s bill to be based upon the services performed by OSS 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 2013-066 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 OSS 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 OSS 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

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



PRESIDENT


ATTEST: ASSISTANT SECRETARY Southern California Public Power Authority

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Colton LADWP Azusa Cerritos Pasadena Banning Glendale Riverside Burbank IID Vernon


SUBJECT: Energy Efficiency Audits and Direct Installations RECOMMENDATION: Approve the Resolution authorizing SCPPA to enter into a Professional Services Agreement (PSA) with allianceProject, LLC (alliancePROJECT) to provide energy auditing and direct installation services for Members and their respective customers. BACKGROUND: alliancePROJECT has been under contract previously with SCPPA as Expedient Energy. The energy efficiency arm of Expedient Energy was spun-off in the past year as a separate, stand-alone enterprise. The existing PSA is set to expire at the end of September 2013. Because of the favorable performance of alliancePROJECT in implementing the vendor-specific programs and services contracted for, Anaheim Public Utilities has requested a continuation of the working arrangement for services rendered by alliancePROJECT. FISCAL IMPACT: None. Participating Member or Members is or are responsible for ensuring funds are in their respective budgets to fully pay for all services received from OSS.

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RESOLUTION OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AGREEMENT WITH alliancePROJECT, LLC (alliance), 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 energy usage assessment and direct energy efficiency implementation services (“Services”); and WHEREAS, the Authority is willing and able to (i) retain alliance to provide Services and (ii) bill all expenses and costs of retaining alliance to the Members receiving said Services; 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 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.

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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 alliance 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 alliance, 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 alliance, shall be billed to the

Members that have received services from alliance with respect to such bill, with the amount of each such Member’s bill to be based upon the services performed by alliance 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 2013-067 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 alliance 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 alliance 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.

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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



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MEETING DATE: 09/19/2013 RESOLUTION NUMBER: 2013-068 CONSENT X DISCUSSION RENEWAL NEW Place an X in box next to the appropriate consideration(s) above.

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





SUBJECT: Professional Services Agreement with PMI to provide technical and engineering services in connection with re-piping of the water system for the Canyon Power Project. RECOMMENDATION: Approve Resolution. BACKGROUND: Anaheim as the project agent for the Canyon Power Project (“CPP”) seeks to replace the existing carbon steel piping system for transfer of reclaimed water at the CPP facility with full stainless steel piping system. In order to accomplish this object Anaheim is in need of professional engineering and technical services to design, procure and construct the replacement piping system. Anaheim has requested that SCPPA enter into a Professional Services Agreement with PMI for such services.

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FISCAL IMPACT: None.

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RESOLUTION OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AGREEMENT WITH PERFORMANCE MECHANICAL, INC., (“PMI”)

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, SCPPA owns an interest in the Canyon Power Project generation station which generation station is operated by Anaheim as agent or SCPPA; and

WHEREAS, SCPPA and Anaheim have a need for professional and technical services

including project management, engineering, procurement, design, construction and associated services related to re-piping of existing carbon steel piping system with all stainless steel piping system used to transfer reclaimed water at the SCPPA Canyon Power Project generation facility (the “Services”); and

WHEREAS, PMI is qualified and capable of providing such professional and technical consulting Services; and WHEREAS, the Authority is willing and able to (i) retain PMI to perform said services as directed by the Canyon Power Project agent Anaheim and (ii) bill all expenses and costs of retaining PMI to the Canyon Power Project. 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 PMI to provide the Services

and the cost for the Services to be billed to the Canyon Power Project.

2. 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.


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PRESIDENT


ATTEST: SECRETARY Southern California Public Power Authority

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TO: Board of Directors FROM: Bill D. Carnahan SUBJECT: Executive Director’s Report DATE: September 11, 2013

Reminder: You need to plan on the Board meeting going longer than usual since there will be a closed session after the regular business is concluded with Cliff Lewis. The closed session should be concluded by 2:30 pm.

I. FINANCE COMMITTEE MEETING The regular meeting of the Finance Committee was held on September 9th. Key items of business include: Investment Report – The Committee received the investment reports for the month and quarter ended June 30, 2013 and recommended approval by the Board. Gas Prepay Project Restructuring – PFM provided an update on the progress of the debt restructuring proposal by Goldman Sachs. Currently it does not appear that we will get enough approvals from the bond holders to go forward with the deal. The new deadline for consents is Sept. 13th so we will be able to make a final report at the Board meeting. Hoover Visitor Center – The Committee endorsed the proposal to pay off the remaining Federal debt on the Hoover Visitor Center and the damn Air Slots to eliminate the high interest rate payments (8 ½ – 9%) by making a cash contribution. A resolution will be considered at the SCPPA Board meeting to allow SCPPA to coordinate the payment for the SCPPA Hoover participants.

II. DIRECTOR OF REGULATORY AFFAIRS

As of September 1st, SCPPA has a new Director of Regulatory Affairs, Tanya DeRivi. She has been in the SCPPA Glendora office for few days this week to meet the other staff members, get briefed on ongoing issues, meet with Oscar Herrera on the current regulatory issues and attend the Regulatory Work Group meeting on 9/11/13. She will be attending the Board meeting and

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between her and Oscar they will present the regulatory report. Please help us welcome Tanya at the meeting.

III. LEGISLATIVE WORK GROUP (LWG) The LWG has completed its first legislative cycle without a full time SCPPA staffer in the legislative area. The Group, along with the Executive Director, worked closely with our legislative consultants, DiMare, Van Vleck & Brown and Gonzalez, Quintana & Hunter during this session which ends this week. Dominic DiMare will be providing a closing report on the final status of the bills of interest at the Board meeting. Overall I think the consultants and the LWG worked very effectively on the issues important to SCPPA members as well as coordinating with CMUA. A reminder that SCPPA will conduct a legislative staff tour on Oct. 21 and 22 with a dinner for the Board members to meet the staff guests on the 21st. At present we have 15 folks signed up for the tour.

IV. RENEWABLE DEVELOPMENT

The Board will be asked to approve three new renewable projects, the 20 year, 26 MW Recurrent Energy’s Clearwater and Columbia 2 projects and a 20 year, 14 MW First Solar’s Kingbird Solar Photovoltaic project. All three projects are in Kern County. The important facts are the near record low prices paid ($68-69 /MWh) and they were completed in less than a month from the receipt of the proposal to the approval by SCPPA, which has to be a record. Congratulations to SCPPA member staff and SCPPA staff members, particularly Kelly Nguyen, Daniel Hashimi and Rick Morillo for their work (including giving up their Labor Day weekend) to bring this project to successful completion.

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MEETING DATE: September 19, 2013 RESOLUTION NUMBER: N/A CONSENT DISCUSSION X RENEWAL NEW Place an X in box next to the appropriate consideration(s) above.

FROM: METHOD OF SELECTION: Finance Competitive Energy Systems 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 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: Election of new Vice President. BACKGROUND: Dave Wright’s retirement as General Manager of Riverside Public Utilities means the position of Vice President of the SCPPA Board is now vacant. Pursuant to Article VI of the SCPPA by-laws, the Board may appoint a new Vice President to serve for the balance of Mr. Wright’s term. RECOMMENDATION: Discuss and take appropriate action.

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MEETING DATE: September 19, 2013 RESOLUTION NUMBER: N/A CONSENT DISCUSSION X RENEWAL NEW Place an X in box next to the appropriate consideration(s) above.

FROM: METHOD OF SELECTION: Finance Competitive Energy Systems 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.





SUBJECT: Opportunity for President to discuss reorganization of the Executive Committee and announce appointments to the Executive Committee and Audit Committee. BACKGROUND: Following the election of a new Vice President, the President may wish to announce appointments to the Executive Committee. The President will propose reconstituting the Executive Committee along the lines used by APPA, namely, that the immediate Past President be on the Executive Committee while eliminating the Second Vice President position, at least for now. This would allow greater continuity each time the presidency changes because the new President would have the aid of the “corporate memory” of the Past President to aid in decision making going forward. The Executive Committee is composed of appointments made by the President as permitted by the SCPPA By-Laws and is advisory to the President. Additionally, with the annual audit of SCPPA nearing completion, it would be in order for the President to announce appointments to the Audit Committee. RECOMMENDATION: No action of the Board is required.

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TO: Board of Directors FROM: Bill D. Carnahan SUBJECT: Finance Committee Report DATE: September 9, 2013 A meeting of the Finance Committee was held on September 9, 2013, at the SCPPA office in Glendora. Committee members present were: Ed Zacherl (Anaheim); Bob Liu (Burbank); Rebecca Gallegos (Colton); Shari Thomas (Pasadena-via teleconference); Laura Nomura (Riverside); Mario Ignacio (LADWP); Bill Fox (Vernon), Steve Lins (Glendale) and Sondra Ainsworth (IID). Others present were: Stephen Cole (Norton Rose Fulbright); Mike Berwanger (via teleconference), Dan Hartman and Will Frymann (Public Financial Management); Therese Savery (LADWP/SCPPA); Vernon Oates, Rick Morillo, Daniel Hashimi and Steve Homer (SCPPA). The following matters are the business to be transacted and considered by the Committee.

1. Investment Report

The Committee reviewed the Investment Reports for the month and quarter ended June 30, 2013; month ended July 31, 2013. The Committee recommended forwarding the reports to the Board for receipt and filing.

2. Gas Prepay Project Restructuring PFM (Public Financial Management) updated the Committee on the progress of the debt restructuring as proposed by Goldman Sachs. The Consent Solicitation has been extended to September 13th. The extension of the consent process as well as incentives to both investors and brokers is intended to increase support and get to the necessary 50%+ consent level.

3. Market and VRDO Update The Committee received a market and VRDO status report from PFM. All variable resets are at all-time low levels.

4. Unsolicited Proposals The Committee reviewed unsolicited proposals from Morgan Stanley and Citi. The Committee took no action with respect to such proposals.

5. Hoover Visitor Center The Committee discussed the status of the Hoover Visitor Center and Air Slots debt payoff. A working group comprised of the Hoover Dam participants has completed drafts of Memorandum of Understanding (MOU) relating the proposed actions to be taken by the respective participants; a payoff letter to be forwarded to the Bureau of Reclamation. Both documents are under review by SCPPA

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internal legal counsel. The Committee recommended forwarding to the Board a resolution authorizing SCPPA to 1) make prepayments to the Bureau of Reclamation on behalf of certain members and 2) execute a non-binding MOU on behalf of same.

THE NEXT REGULARLY SCHEDULED FINANCE COMMITTEE MEETING WILL BE OCTOBER 7, 2013.

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TO: Bill D. Carnahan FROM: Kelly Nguyen SUBJECT: Director of Energy Systems Report DATE: September 11, 2013 The following is a summary of monthly activities for inclusion in the SCPPA Board package: Resource Planning The Resource Planning Committee held regularly scheduled meetings (1st Thursday of each month) on 08/01/13 and 09/05/13. We conducted routine discussions in industry market updates, reporting requirements, upcoming activities and regulatory/legislative updates. The other special activities were: • Black & Veatch presented their quarterly market update on 09/05/13 to the Resource Planning and

Renewable Energy Working Groups (joint meeting) on the following topics: o Energy Market Perspective – Mid-Year 2013 Market Update o FERC Order 764 Market Changes and Potential Impacts o Energy Imbalance Market – Developments, Pricing, & Impacts o EPA enforcement activity around New Source Review, Regional Haze, and other rules o Biomass/Biogas generation o Protection Tax Credits and Investment Tax Credits (ITC & PTC) – Insights and Potential

Impacts • Decision on CAISO Market Transactions training courses at SCPPA • Announcements regarding FERC Order 764 Market Changes • Updates on Dodd-Frank compliance efforts through SCPPA • Discussion on combined cycle projects Renewable Energy The Renewable Energy Working Group held regular meetings (the 2nd and 4th Thursday of each month) on 07/11/13, 07/25/13, 08/08/13 and 08/22/13. We conducted routine discussions on transmission updates for renewable projects, WREGIS, regulatory/legislative updates, legal matters, financial analysis and various renewable projects.

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The other special activities were: • Distribution of a report on FERC Order No. 764 and discussed potential market changes • WREGIS RECs through April 2013 have been transferred and exploring consulting services for

WREGIS reporting administration for small solar projects • Distribution of Fitch’s Special Report - discussion on what was reported of SCPPA members • Discussion of the white paper on station service load of renewable projects • Continued discussions about the CEC delivery requirements of grandfathered renewable resources • Presented and reviewed the updated SCPPA Renewable Budgets spreadsheet • Three power purchase agreements of solar projects are ready for SCPPA Board approval Transmission & Distribution Engineering & Operations (T&D E&O) The T&D E&O Working Group’s regular meeting scheduled for 08/06/13 (1st Tuesday of each month) was cancelled, but was held on 09/10/13. The Group conducted routine discussions on benchmarking, best practices and lessons learned. The other special activities were: • Dissolved Gas Analysis (DGA) Seminar was held on August 8, 2013 at SCPPA • Planning for the 2013 Networking, Joint Conferences and Engineering Training scheduled for 11/06/13

at the Pasadena Convention Center – selection of topics and speakers • A customized three day course on Underground Distribution by APPA was be held at SCPPA on

September 9-11, 2013; received great feedback from surveys • Continued research on supervisory courses for member utilities’ staff that may provide advancement

opportunities in the future • Exploring reliability metrics data comparison services for all SCPPA members • Update on General Order 174; discussed new form and violations assessed by utilities under CPUC

jurisdiction • Recommendation to continue Western Energy Institute (WEI) membership through SCPPA • Discussion to consider sub-groups to address General Orders 165, 174, 95 and mutual aid Generation The Generation Group held a regular meeting (3rd Tuesday of every other month) on 07/16/13 and conducted routine discussions on AQMD audits, upcoming presentations, new topics, best practices and lessons learned. The other special activities were:

• “GE LM6000 Engine Familiarization” training (3-day course) was held at SCPPA on 08/27/13 – 08/29/13

• Presentation by Synapp North (E-logger Software) was given on 07/16/13 • Continued discussion on Arc Flash and training needs • Mitsubishi Electric Power Products, Inc. and City of Anaheim will hold a technical seminar on

September 24-25, 2013 at the City of Anaheim – limited registration is open to SCPPA members at no cost

2

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Transmission The Transmission Working Group held a regular meeting on 07/11/13 (2nd Thursday of each beginning quarter) and conducted routine discussions on transmission projects. The other special discussions were: • Imperial Valley Transmission Service (Path 42) – needs of SCPPA members; awaiting updates from

IID; target date is still April 2014 • Coordination of IPP Hubs – scheduling templates have been sent out • McCullough and Marketplace Substation – equipment has been delivered and construction is moving

along for Copper Mountain Solar Project; target is December 2013 • FERC Order 1000 update • System Impact Study for Marketplace • Crystal substation activities Special Projects

• Assisted in the creation of the PowerPoint for CEC Commissioner Hochschild’s meeting at SCPPA • Continued updates to the Phase II Renewable Development Agreement budget tracking

spreadsheet • Management of SCPPA RFP process (Canyon Re-piping; Scheduling & Trading Services) • Finalizing agreements for various products and services ranging from training, consulting and

engineering services, project studies and subscription services • Reviewing and dispersing information on intern applications received through the SCPPA intern

program • Research, negotiate and coordinate training opportunities requested by members or committees

(CAISO Market Transactions; Underground Distribution; GE LM6000 Engine Familiarization; Dissolved Gas Analysis)

• Continued management of members’ WREGIS RECs • Assisting in the Regulatory Working Group meetings and efforts

3

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MEETING DATE: September 19, 2013 RESOLUTION NUMBER: 2013-069 CONSENT DISCUSSION X RENEWAL NEW X Place an X in box next to the appropriate consideration(s) above.

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


SUBJECT: Clearwater Solar Project to provide 20MW capacity of long-term solar 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 RECOMMENDATION: (I) Approval authorizing the negotiation, execution and delivery of (a) a power purchase agreement and related documents, agreements and instruments (b) three separate power sales agreements between SCPPA and the respective project participants; (c) 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.

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BACKGROUND: In pursuit of the goals of the Renewable Electric Energy Resource 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. SCPPA and the Project Participants of City of Azusa, City of Pasadena, and City of Riverside (the “Project Participants”) has negotiated and developed, in substantial form, a 20MW power purchase agreement with RE Clearwater, LLC to facilitate the acquisition of solar energy output and other rights and resources associated with the project. RE Clearwater, LLC is an affiliate of Recurrent Energy, LLC a Delaware limited liability company. FISCAL IMPACT: N/A

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[Voice Vote]


RESOLUTION RELATING TO THE CLEARWATER PROJECT: (I) AUTHORIZING THE NEGOTIATION, EXECUTION AND DELIVERY OF (A) A POWER PURCHASE AGREEMENT AND RELATED DOCUMENTS, AGREEMENTS AND INSTRUMENTS; (B) THREE SEPARATE POWER SALES AGREEMENTS BETWEEN SCPPA AND THE REPSPECTIVE PROJECT PARTICIPANTS; (C) 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”) 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 Electric Energy Resource Project 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 Electric Energy Resource 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 Renewable Electric Energy Resource Project have identified certain potential photovoltaic solar energy generation and transmission resources contemplated to be developed in Kern County, California. This solar energy project has been denominated as the Clearwater Project. The Clearwater Project is being developed by RE Clearwater LLC, a Delaware limited liability company. RE Clearwater LLC is an affiliate of Recurrent Energy LLC, a Delaware limited liability company. The Clearwater Project is planned to entails a renewable energy generating facility anticipated to be situated on purchased or leased land in Kern County, California; and

WHEREAS, at the current time RE Clearwater LLC (the “Power Purchase Provider”) as the developer of the Clearwater Project has planned for the development, construction and operation of the Project, and pursuant to the Power Purchase Agreement negotiated between SCPPA and RE Clearwater LLC proposes to sell to SCPPA the Facility Output of the Clearwater 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 20MW. The Power Purchase Provider's project development responsibilities will involve, among other things, the siting, construction, and installation of this

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photovoltaic solar generation facility. The Facility is anticipated to contain photovoltaic panels, inverters and a collection system. The Facility 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 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, easement 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, the Authority, for the benefit of the City of Azusa, the City of Pasadena and the City of Riverside, (the “Project Participants”) has negotiated and developed, in substantial final form, a power purchase agreement with RE Clearwater LLC to facilitate the acquisition of solar energy output and other rights and resources associated with the project; and

WHEREAS, The Project Participants desire to obtain the Facility Output of the Clearwater Project; and

WHEREAS, pursuant to each of their respective renewable energy resource goals the Authority, for the benefit of the Project Participants, plans to enter into a power purchase agreement with RE Clearwater LLC (the “Power Purchase Agreement”) to purchase all of the output 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 Clearwater Project; and

WHEREAS, the Project exists entirely in the Kern County, California, to which an application has been submitted for a conditional use permit and which will, as the Lead Agency, conduct review for purposes of compliance with the California Environmental Quality Act; and

WHEREAS, the Authority and each of the Project Participants desire to enter into the Clearwater 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 output of 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.

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

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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 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, 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 respect to each of the Project Participants, to wit: the City of Azusa, the City of Pasadena and the City of Riverside, each in substantially the forms 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 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 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 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

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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

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


SUBJECT: Columbia Two Solar Project to provide long-term solar 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 RECOMMENDATION: (I) Approval authorizing the negotiation, execution and delivery of (a) a power purchase agreement and related documents, agreements and instruments (b) three separate power sales agreements between SCPPA and the respective project participants; (c) 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.

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BACKGROUND: In pursuit of the goals of the Renewable Electric Energy Resource 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. SCPPA and the Project Participants of City of Azusa, City of Pasadena, and City of Riverside (the “Project Participants”) has negotiated and developed, in substantial form, a 15MW power purchase agreement with RE Columbia Two, LLC to facilitate the acquisition of solar energy output and other rights and resources associated with the project. RE Columbia Two, LLC is an affiliate of Recurrent Energy, LLC a Delaware limited liability company. FISCAL IMPACT: N/A

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[Voice Vote]


RESOLUTION RELATING TO THE COLUMBIA TWO PROJECT: (I) AUTHORIZING THE NEGOTIATION, EXECUTION AND DELIVERY OF (A) A POWER PURCHASE AGREEMENT AND RELATED DOCUMENTS, AGREEMENTS AND INSTRUMENTS; (B) THREE SEPARATE POWER SALES AGREEMENTS BETWEEN SCPPA AND THE REPSPECTIVE PROJECT PARTICIPANTS; (C) 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


WHEREAS, in pursuit of the goals of the Renewable Electric Energy Resource 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 Renewable Electric Energy Resource Project have identified certain potential photovoltaic solar energy generation and transmission resources contemplated to be developed in Kern County, California. This solar energy project has been denominated as the Columbia Two Project. The Columbia Two Project is being developed by RE Columbia Two LLC, a Delaware limited liability company. RE Columbia Two LLC is an affiliate of Recurrent Energy LLC, a Delaware limited liability company. The Columbia Two Project is planned to entails a renewable energy generating facility anticipated to be situated on purchased land in Kern County, California; and

WHEREAS, at the current time RE Columbia Two LLC (the “Power Purchase Provider”) as the developer of the Columbia Two Project has planned for the development, construction and operation of the Project, and pursuant to the Power Purchase Agreement negotiated between SCPPA and RE Columbia Two LLC proposes to sell to SCPPA the Facility Output of the Columbia Two 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 15MW. The Power Purchase Provider's project development responsibilities will involve, among other things, the siting, construction, and

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installation of this photovoltaic solar generation facility. The Facility is anticipated to contain photovoltaic panels, inverters and a collection system. The Facility 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 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, easement 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, the Authority, for the benefit of the City of Azusa, the City of Pasadena and the City of Riverside, (the “Project Participants”) has negotiated and developed, in substantial final form, a power purchase agreement with RE Columbia Two LLC to facilitate the acquisition of solar energy output and other rights and resources associated with the project; and

WHEREAS, The Project Participants desire to obtain the Facility Output of the Columbia Two Project; and

WHEREAS, pursuant to each of their respective renewable energy resource goals the Authority, for the benefit of the Project Participants, plans to enter into a power purchase agreement with RE Columbia Two LLC (the “Power Purchase Agreement”) to purchase all of the output 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 Columbia Two Project; and

WHEREAS, the Project exists entirely in the Kern County, California, to which an application has been submitted for a conditional use permit and which will, as the Lead Agency, conduct review for purposes of compliance with the California Environmental Quality Act; and

WHEREAS, the Authority and each of the Project Participants desire to enter into the Columbia Two 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 output of 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


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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 respect to each of the Project Participants, to wit: the City of Azusa, the City of Pasadena and the City of Riverside, each in substantially the forms 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.


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 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).

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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.



_____________________________________


Power Authority


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


SUBJECT: Kingbird B Solar Project to provide 20MW capacity of long-term solar 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 RECOMMENDATION: (I) Approval authorizing the negotiation, execution and delivery of (a) a power purchase agreement and related documents, agreements and instruments (b) three separate power sales agreements between SCPPA and the respective project participants; (c) 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.

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BACKGROUND: In pursuit of the goals of the Renewable Electric Energy Resource 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. SCPPA and the Project Participants of City of Azusa, City of Colton, and City of Riverside (the “Project Participants”) has negotiated and developed, in substantial form, a 20MW power purchase agreement with Kingbird Solar B, LLC to facilitate the acquisition of solar energy output and other rights and resources associated with the project. Kingbird Solar B, LLC is an affiliate of First Solar, LLC a Delaware limited liability company. FISCAL IMPACT: N/A

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[Voice Vote]


RESOLUTION RELATING TO THE KINGBIRD SOLAR B PROJECT: (I) AUTHORIZING THE NEGOTIATION, EXECUTION AND DELIVERY OF (A) A POWER PURCHASE AGREEMENT AND RELATED DOCUMENTS, AGREEMENTS AND INSTRUMENTS; (B) THREE SEPARATE POWER SALES AGREEMENTS BETWEEN SCPPA AND THE REPSPECTIVE PROJECT PARTICIPANTS; (C) 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


WHEREAS, in pursuit of the goals of the Renewable Electric Energy Resource 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 Renewable Electric Energy Resource Project have identified certain potential photovoltaic solar energy generation and transmission resources contemplated to be developed in Kern County, California. This solar energy project has been denominated as the Kingbird Solar B Project. The Kingbird Solar B Project is being developed by Kingbird Solar B LLC, a Delaware limited liability company. Kingbird Solar B LLC is an affiliate of First Solar LLC, a Delaware limited liability company. The Kingbird Solar B Project is planned to entails a renewable energy generating facility anticipated to be situated on purchased or leased land in Kern County, California; and

WHEREAS, at the current time Kingbird Solar B LLC (the “Power Purchase Provider”) as the developer of the Kingbird Solar B Project has planned for the development, construction and operation of the Project, and pursuant to the Power Purchase Agreement negotiated between SCPPA and Kingbird Solar B LLC proposes to sell to SCPPA the Facility Output of the Kingbird Solar B 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 20MW. The Power Purchase Provider's project

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development responsibilities will involve, among other things, the siting, construction, and installation of this photovoltaic solar generation facility. The Facility is anticipated to contain photovoltaic panels, inverters and a collection system. The Facility 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 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, easement 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, the Authority, for the benefit of the City of Azusa, the City of Colton and the City of Riverside, (the “Project Participants”) has negotiated and developed, in substantial final form, a power purchase agreement with Kingbird Solar B LLC to facilitate the acquisition of solar energy output and other rights and resources associated with the project; and

WHEREAS, The Project Participants desire to obtain the Facility Output of the Kingbird Solar B Project; and

WHEREAS, pursuant to each of their respective renewable energy resource goals the Authority, for the benefit of the Project Participants, plans to enter into a power purchase agreement with Kingbird Solar B LLC (the “Power Purchase Agreement”) to purchase all of the output 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 Kingbird Solar B Project; and

WHEREAS, the Project exists entirely in Kern County, California, which has issued a conditional use for which it approved, as the Lead Agency, an environmental impact report under the California Environmental Quality Act (“CEQA”). A copy of Kern County’s draft environmental impact report is available through the Executive Director of the Authority.; and

WHEREAS, the Authority and each of the Project Participants desire to enter into the Kingbird Solar B 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 output of 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


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1. The Board of Directors finds and determines that no further review by the Authority, as a Responsible Agency, is required for purposes of compliance with the CEQA, and the Executive Director or his designee is authorized to file a Notice of Determination with the County of Los Angeles pursuant to section 15096(i) of the State CEQA Guidelines.


3. 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 respect to each of the Project Participants, to wit: the City of Azusa, the City of Colton and the City of Riverside, each in substantially the forms 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.


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

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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.



_____________________________________


Power Authority


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TO: Bill D. Carnahan FROM: Bryan Cope SUBJECT: Director of Program Development – Monthly Report DATE: September 9, 2013 The following is a summary of Committee and Working Group activities since our last Board meeting in June – for inclusion in the SCPPA Board package for September 19: Public Benefits The Public Benefits Committee held its regularly scheduled monthly meetings on, August 7 and September 4, 2013 – the 1st Wednesday of each month. The events, issues and topics of discussion at the Public Benefits Committee meeting included:

• Optimized Energy and Facilities Consulting Services presented and expanded overview of the energy efficiency auditing and direct installation programs they offer as well as increased regulatory and reporting support services that are available to Members. There was a renewed interest in some of these areas by Members looking for cost-effective opportunities to acquire turn-key programs with limited up-front investment or labor requirements;

• NEST Labs presented a demonstration of their “super-smart” programmable (self-programming) thermostat. The NEST T-stat has been largely developed by a group of ex-Apple Computer employees in an effort to “simplify” the management of energy consumption related to space conditioning. While the unit is very “high-tech” its price point of approximately $250 could slow its penetration and its level of complexity appeared contrary to their stated goal of simplification. However, the PBC agreed there can be certain applications of the technology in both residents and businesses but the t-stat might be “a little ahead of its time”;

• Representatives of the California Technical Forum (CalTF) attended the September PBC meeting to present an overview of their proposed/intended collaborative and gauge SCPPA Members’ potential interest in participating in the planning and development phase of the CalTF. CalTF is being developed by the IOUs and the Natural Resources Defense Council (NRDC) in an effort to update and improve the existing (and outdated) database on energy efficiency measure savings that is used by essentially all CA electric utilities. The CalTF will be made up of an Administrative Policy Committee of 8-10 members/ stakeholders and a technical review panel of 30 or more industry experts from various organizations, institutions and private citizens to create the workpapers and technical guideline necessary to accurately gauge the energy savings and potential cost of energy efficiency measures used throughout California’s diverse climate zones. CalTF is very interested in working with and including the POUs in this effort.

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CalTF is offering POU’s 2 seats (1 SoCal, 1 NorCal) on the Administrative/Policy Committee to help steer its development and implementation. CalTF representatives initially approached David Jacot at LADWP to assess POU potential interest in the Technical Forum concept. With his endorsement, Mr. Jacot directed CalTF to SCPPA and the Public Benefits Committee (PBC). Based on the information provided to date, and the open and earnest conversation with CalTF representatives at the last PBC meeting on September 4, the PBC is very supportive of the CalTF effort and interested in SCPPA having a presence in at least the initial planning and development phase of the CalTF. CalTF assured us that there would be no cost to participate in the initial “framing” meetings, tentatively scheduled for Q3/Q4 2013. This was offered because they are very interested and intent on getting full participation by all utilities to emulate a very successful Technical Forum program that is happening in the Pacific Northwest. Beyond the initial development and “set-up” phase, CalTF estimates implementation costs will be $1.8 million/yr. There have been no formal discussions about participant cost-sharing but the initial consideration or suggestion was that possibly the cost be split between IOUs & POUs based on the percentage of statewide load. Based on the data they referred to that would put the POU share at 28% of the total or approximately $500K. Further, there has been no discussion or consideration of how this amount would then be split among POUs. With the dire need for improvements to the energy efficiency savings data base that is used by all utilities in the State, the timing is ideal for POUs to “have a seat at the table” as the IOUs and NRDC start down this improvement path so we can at least monitor and assess the long-term value of the CalTF to POUs. In this regard, it should be noted that SCPPA is working with NCPA and CMUA members to improve the database, independent of the CalTF effort and we are very interested in coordinating this POU-sponsored work with the CalTF collaborative.

I have also continued the discussions with SCPPA Members, CMUA and NCPA about the potential for collaborative efforts in the multiple areas related to:

• Energy efficiency potential forecasting, including the potential inclusion of energy savings credits from the State’s implementation of new building codes and appliance standards regulating energy usage; In a related matter, the NRDC has issued a draft letter to all POUs (CMUA, SCPPA and NCPA) rebuking our energy efficiency potential forecasts that were submitted to the CEC in March 2013. In summary, and as always, POUs are not doing enough in the eyes of the NRDC. SCPPA participated in a meeting to review and discuss the letter with NRDC staff at the beginning of September to understand and explain their positions and concerns. While our points were well made, it did not appear that their staff would be willing to revise much of their initial draft that was shared with us. Based on this belief, SCPPA is working with NCPA and CMUA staff to prepare a response to NRDC’s final letter that is expected by the end of September.

• Development of a Guidebook and other training information for customers regarding the implementation of State law as created by AB1103 – as the compliance requirements for AB1103 have been delayed until January 1 2014;

• POU energy efficiency program evaluation methodologies; and • POU rate design and revenue recovery strategies.

2

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Photovoltaic Carport Installation The contract with SolarMax for the installation of two carports in the SCPPA parking lot with a 30kW photovoltaic system on one of the carports was signed at the end of August 2013. The plans for permit approval are to be submitted to the City of Glendora by the end of September with construction to be completed by November. EV Working Group The EV Working Group continues to meet on the 2nd Wednesday of each month to review opportunities for strategic alliances and collaboration to accelerate PEV market development. As part of this work, the Group outlined a draft Mission Statement or Goals and Objectives to capture the intent and purpose of these combined efforts. Group Members are being encouraged to “think big” and consider options and ideas that may be very new. Because of the varying positions and interests of Members, building consensus is a “work in progress” that is moving forward.

3

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SUBJECT: California Technical Forum Development RECOMMENDATION: Approve the Resolution authorizing SCPPA to 1) participate in and monitor the near-term planning and development activities of the California Technical Forum (CalTF); and 2) report back to the Board with information that will be needed evaluate the potential long-term benefits of SCPPA’s continued participation and involvement with CalTF, including but not limited to cost exposure, in-kind labor contributions and/or anticipated energy efficiency measure data base improvements. BACKGROUND: CalTF is a collaborative effort being proposed by the IOUs and the Natural Resources Defense Council to update, replace and enhance the existing database and technical resources used to evaluate energy efficiency programs in the State of California. The Cal TF will be made up of an Administrative Policy Committee of 8-10 members/stakeholders and a technical review panel of 30 or more industry experts from various organizations, institutions and private citizens to create the workpapers and technical guideline necessary to accurately

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gauge the energy savings and potential cost of energy efficiency measures used throughout California’s diverse climate zones. CalTF is very interested in working with and including the POUs in this effort. CalTF is offering POU’s 2 seats (1 SoCal, 1 NorCal) on the Administrative/Policy Committee to help steer its development and implementation. CalTF representatives initially approached David Jacot at LADWP to assess POU potential interest in the Technical Forum concept. With his endorsement, Mr. Jacot directed CalTF to SCPPA and the Public Benefits Committee (PBC). Based on the information provided to date, and the open and earnest conversation with CalTF representatives at the last PBC meeting on September 4, the PBC is very supportive of the CalTF effort and interested in SCPPA having a presence in at least the initial planning and development phase of the CalTF. Following their meeting with SCPPA, CalTF is going to be reaching out to NCPA and CMUA later this month. Jonathan Changus of NCPA staff is supportive of participation, but the NCPA individual Members’ interests or support at this time is unknown. They will be discussing this topic at their PBC meeting on Sept 19. CalTF assured us that there would be no cost to participate in the initial “framing” meetings, tentatively scheduled for Q3/Q4 2013. This was offered because they are very interested and intent on getting full participation by all utilities to emulate a very successful Technical Forum program that is happening in the Pacific Northwest. Beyond the initial development and “set-up” phase, CalTF estimates implementation costs will be $1.8 million/yr. There have been no formal discussions about participant cost-sharing but the initial consideration or suggestion was that possibly the cost be split between IOUs & POUs based on the percentage of statewide load. Based on the data they referred to that would put the POU share at 28% of the total or approximately $500K. Further, there has been discussion or consideration of how this amount would then be split among POUs. With the dire need for improvements to the energy efficiency savings data base that is used by all utilities in the State, the timing is ideal for POUs to “have a seat at the table” as the IOUs and NRDC start down this improvement path so we can at least monitor and assess the long-term value of the CalTF to POUs. FISCAL IMPACT: None for SCPPA, until and if the Board were to endorse participation and any associated funding. Thereafter, Participating Member or Members is or are responsible for ensuring funds are in their respective budgets to fully pay for all services and products received from CalTF.

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RESOLUTION OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY IN SUPPORT OF PARTICIPATION IN THE DEVELOPMENT OF THE CALIFORNIA TECHNICAL FORUM (CalTF)


WHEREAS, certain Members have a requirement to report on the performance and cost-effectiveness of their respective energy efficiency programs to the California Energy Commission; and

WHEREAS, CalTF is being developed to create statewide collaborative of technical experts who will develop and maintain an improved and unbiased set of information related to the energy efficiency measures, programs and portfolios in the State; and

WHEREAS, CalTF is very interested in including California’s publicly-owned utilities (POUs) in the planning, development and implementation of this collaborative; and

WHEREAS, CalTF is offering POUs 2 positions on the 14-member CalTF

Policy Advisory Committee, as well as an unspecified number of potential positions on the 30-member technical forum; and

WHEREAS, CalTF is forecasting potential cost exposure for Participants

of approximately $1.8 million per year; and WHEREAS, while CalTF Participant cost-sharing has not been structured

or finalized, the potential POU share of these costs is estimated at approximately $500,000 dollars per year; and

WHEREAS, CalTF is moving forward on an accelerated timeline towards

development and implementation.

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NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Authority as follows: 1. The monitoring and participation in the development of the CalTF is in the best

interests of Members.

2. The Executive Director is authorized to participate in or designate another SCPPA Staff member to participate in and represent SCPPA’s interests in the planning and development phase of the CalTF.

3. Future consideration of participation by SCPPA and/or Members in the CalTF implementation phase, including but not limited to cost-sharing considerations, will be made based on periodic reports that will be made to the Board by the Executive Director, or his designee.



PRESIDENT



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TO: Board of Directors FROM: Steven L. Homer SUBJECT: Director of Project Administration’s Report DATE: September 3, 2013 _________________________________________________________________

The following is a summary of the activities of the Project Administrator from July 12 through September 13, 2013. 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

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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 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 of new contractors.

• A series of capacity reductions have been implemented in response to low lake

levels. Current capacity is 1774 MW. Full capacity is 1951 MW.

• Possible refinancing/retirement of the Visitors’ Center debt is being pursued.

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MEAD-ADELANTO • A proposal to convert the project to DC is being evaluated. The initial technical

feasibility study was approved in May 2013. PINEDALE NATURAL GAS RESERVES PROJECT • A gas gathering and processing agreement for part of the Pinedale reserves is

expiring. A short extension has been granted while the parties investigate and negotiate a renewal.

• Ultra has announced that they will no longer include SCPPA/DWP/Turlock as additional insureds on their insurance policies. Efforts are under way to acquire replacement insurance.

• A tour of the gas field in Wyoming was held in August.

SCPPA COORDINATION: The following is a listing of major meetings attended during the period: On July 15, Mr. Homer participated in a meeting of the San Juan BART/Exit MOU Working Group, in Albuquerque. On July 17, Mr. Homer participated in the meeting of the Magnolia Power Project Operating Committee, in the SCPPA offices. On July 17, Mr. Homer participated in a meeting at LADWP with SCPPA Accounting and San Juan participants to discuss issues with the billing of variable fuel costs. On July 18, Mr. Homer participated in the regularly scheduled meeting of the SCPPA Board of Directors. On July 23, Mr. Homer participated in a meeting of the Natural Gas Committee, at the SCPPA office. On July 24, 25, and 26, Mr. Homer participated in meetings of the San Juan Engineering and Operating Committee, and the BART/Exit Working Group, in Los Alamos and Albuquerque On July 31, Mr. Homer participated in a meeting of the San Juan BART/Exit MOU Working Group, in Albuquerque.

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On August 5, Mr. Homer participated in a teleconference meeting to discuss renewal terms for the gas gathering agreement covering the Pinedale Project. On August 14, Mr. Homer participated in the meeting of the San Juan BART/Exit working group, in Albuquerque. On August 15, Mr. Homer participated in a teleconference with the SCPPA Hoover Contractors to discuss the proposed payoff/refinancing of the Hoover Visitors’ Center. On August 15, Mr. Homer participated in a teleconference to discuss issues with the proposed connection of SEMPRA’s Copper Mountain 3 Solar Plant at Marketplace. On August 16, Mr. Homer participated in a teleconference with all the Hoover Contractors to discuss the proposed payoff/refinancing of the Hoover Visitors’ Center. On August 16, Mr. Homer and Mr. Morillo met with Startrans, to discuss the proposed conversion to DC of the Mead-Adelanto Transmission Line. On August 19, Mr. Homer met at LADWP with SCPPA Accounting and San Juan Participants to discuss the billings for variable fuel. A solution to the inequitable distribution was agreed to by the working group and will be presented to the other Participants. On August 21, Mr. Homer participated in the meeting of the Renewable Projects Operating Committee, at SCPPA. On August 22, Mr. Homer participated in a meeting of the San Juan BART/Exit MOU Working Group, in Truckee. On August 26, Mr. Homer participated in a teleconference meeting with representatives from the Jonah Pipeline Company, to discuss renewal of a gathering agreement for the Pinedale Natural Gas Reserves Project. On August 28, Mr. Homer participated in a meeting of the San Juan BART/Exit working group, in Albuquerque. On September 4, Mr. Homer participated in a meeting of the San Juan Fuels Committee, in Albuquerque. On September 6, Mr. Homer participated in a meeting of the San Juan BART/Exit Working Group, in Albuquerque. 4

108

On September 11, Mr. Homer participated in the meeting of the Hoover Technical Review Committee, in Boulder City. On September 12, Mr. Homer participated in a meeting of the Hoover Contractors, to discuss 2017 contracts, at Hoover Dam. .

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110

111

112

113

114

SCPPA BOARD MEETING SEPTEMBER 19, 2013

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

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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, up 1 foot from the July 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.

• 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%.

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Ron S. Maxwell Phone (818) 238-3631

August 15, 2013

MAGNOLIA POWER PROJECT STATUS REPORT

July 2013

Reporting Period July 1-31, 2013

Workforce Safety Statistics

There were zero (0) lost time accidents in July and zero (0) year-to-date (YTD).

There were zero (0) reportable incidents in July and zero (0) YTD.

Plant Performance Information

Availability: 100.0% in July, 100.0% fiscal year-to-date (FYTD), 41.3% YTD (A table showing monthly plant availability for the past 19 months is attached.)

Unit Capacity Factor (240 MW): 86.2% in July, 86.2% FYTD, 34.6% YTD

Fired Factored Hours: 744.0 hours in July

Statistics: Details are provided in the attached monthly production report entitled “Year-to-Date Summary of Statistics for CY2013 & FY2013-2014.”

Plant Outage Summary and Other Actions taken by Operating Agent

There were no plant trips or outages during July 2013.

Quarterly Budget Information A summary of the budget performance is tabulated below, and a detailed report entitled

“MPP Operations Report for the Fiscal Year Ended June 2013” is attached.

(In Millions) (Fiscal) Year to Date Budget Actual Variance

O&M $22.7 $22.3 $0.4 Capital 1.2 1.4 (0.2)

Debt Svc & Gas Transport _28.5 _28.6 (0.2) Total $52.4 $52.3 $0.0

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2013 2013 2013 2013 2013 2013 2013 2013 2013 2013 2013 2013

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec FYTD YTD

MWH 0 0 0 2,328 89,346 82,803 100,465 100,465 274,942MWH 0 0 0 1,402 52,857 49,283 59,018 59,018 162,560MWH 0 0 0 3,730 142,203 132,086 159,483 159,483 437,502

MWH 0 0 0 120 4,875 4,620 5,650 5,650 15,265MWH 274 251 292 1,004 232 495 7 7 2,555MWH 0 0 0 3,610 137,328 127,466 153,833 153,833 422,237

% 0.0% 0.0% 0.0% 2.1% 76.9% 73.8% 86.2% 86.2% 34.6%

BTU/KWh 0 0 0 12,178 11,244 11,238 11,133 11,689 11,554BTU/KWh 0 0 0 7,601 7,079 7,045 7,014 7,364 7,266BTU/KWh 0 0 0 7,853 7,330 7,300 7,271 7,635 7,528

Hours 744.0 672.0 743.0 720.0 744.0 720.0 744.0 744 5087.0Hours 0.0 0.0 0.0 23.2 690.8 643.0 744.0 744 2,101.0Hours 0.0 0.0 0.0 0.0 13.6 0.0 1.0 1 14.6

% 0.0% 0.0% 0.0% 3.2% 92.8% 89.3% 100.0% 100.0% 41.3%Hours 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0Hours 744.0 672.0 102.0 18.0 53.2 59.9 0.0 0.0 1,649.1Hours 0.0 0.0 641.0 678.8 0.0 17.1 0.0 0.0 1,336.9

% 0.0% 0.0% 86.3% 94.3% 0.0% 2.4% 0.0% 0.0% 26.3%Hours 744.0 672.0 743.0 696.8 53.2 77.0 0.0 0.0 2,986.0Hours 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 0.0Hours 0.0 0.0 0.0 23.2 690.8 643.0 744.0 744 2,101.0Hours 24,000 24,000 24,000 23,977 23,286 22,643 21,899 - -

Estimated Date of Next Major Outage Nov 2015

DTH 0 0 0 28,350 1,004,640 930,510 1,118,460 1,118,460 3,081,960DTH 0 0 0 0 1,995 0 105 105 2,100

MMSCF 0.0 0.0 0.0 0.0 1.9 0.0 0.1 0 2.0MMSCF 572.0 572.0 572.0 572.0 570.1 570.1 570.0 - 570.0

DTH 0 0 0 28,350 1,006,635 930,510 1,118,565 1,118,565 3,084,060BTU/SCF 1,029 1,028 1,023 1,029 1,026 1,030 1,050 1,050 1,031

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

CY 2013 & FY 2013-2014

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

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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

FO September 13, 2012 September 13, 2012 5.3 ST tripped on controller i/o card failureFO September 13, 2012 September 14, 2012 12.8 Hot restart failed due to overtemp condition in hot reheat bypass line.FO September 14, 2012 September 14, 2012 0.5 Unit tripped by a "flame-out" condition in the Combustion Turbine.PO September 14, 2012 September 18, 2012 80.2 CT water washFO September 26, 2012 October 1, 2012 98.5 Unit tripped by a "flame-out" condition in the Combustion Turbine.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.

Outages during the reporting period July 1-31, 2013Comments

Cause

Summary of Outages during the Past Twelve Months

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Magnolia Power Plant - Availability Summary Table

Monthly Quarterly Semi-Annual AnnualJan-1285.0%Feb-12 Q1 '12

100.0% 91.5%Mar-1290.2% H1 '12Apr-12 93.3%

95.9%May-12 Q2 '12

100.0% 95.0%Jun-1288.8% Yr '12Jul-12 83.8%

100.0%Aug-12 Q3 '12

100.0% 92.8%Sep-1278.0% H2 '12Oct-12 74.5%

100.0%Nov-12 Q4 '1269.2% 56.3%Dec-120.0%Jan-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%Jul-13

100.0%

120

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 Hot Gas Path #3 Combustion Inspection-#4

(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/Gen bearing 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

Combustion Inspection & Hot Gas PathEvery 24,000 Hrs

Requires a 21 Day Outage

Major Every 48,000 Hrs

Actual End of Year

Total Timer Hours 2011

51,419.2 hrs

as of July 29, 2013

Total Fired Time

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 2011

(20)38,000.0

40809.0 October 2011

(19)


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

(28)* Sept 2013

2014

( 8,520 hrs) 2014

(31)* July 2014

2015

( 8,064 hrs) 2015

(33)* January 2015

(34)* April 2015

(29)* January 2014

(32)* October 2014

(35)* July 2015

21 DAY OUTAGE

72,000.0 Hrs 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


CT Borescope Inspection


CT R0 Inspection







Start-Up 6:00 AM 4/28/2013

Continuation of Major Outage

* Future Outage date are subject to

change.

50,619.0(27)

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MPP Operations Report

For the Fiscal Year Ended June 2013

(PRELIMINARY ‐ CITY BOOKS NOT CLOSED YET)

June-13 Annual YTD Under (Over)FERC ACCT # Bud FY 12-13 Actual FY 12-13 Budget

Debt Services 427.0000 $27,044,892 27,044,892 (a) - Natural Gas Transport 547.0003 $1,425,000 1,594,455 (169,455)

OPERATING AND MAINTENANCE EXPENSES

Generation Expenses 548Recycled Water 548.0001 $800,000 620,238 179,762 (E)Demineralized Water 548.0003 $344,503 354,950 (10,447) Emissions Control Chemicals n/a $60,000 51,656 8,344 (D)Cooling Tower Chemicals 548.0004 $392,000 138,526 253,474 (D)Boiler Chemicals 548.0005 $40,000 9,627 30,373 (D)Lubrication and Gases 548.0006 $21,783 55,067 (33,284) (B)Hazardous Materials Collection 548.0007 $0 26,922 (26,922) (G)Environmental Compliance 548.0008 $120,000 1,559 118,441 Emission Credits Permits 548.0009 $0 - - Materials 548.0010 $20,000 12,974 7,026 ZLD Materials n/a $129,600 26,830 102,770 Sewer Charges 548.0011 $10,000 - 10,000 Misc. Gases 548.0020 $10,000 - 10,000 (B)CEMS Gases 548.0021 $25,000 - 25,000 (B)Consultants 548.0070 $397,500 80,295 317,205 (F)Labor 548.0080 $4,532,523 3,511,821 1,020,702 (A)Web Based Training 548.0081 $0 - - Classroom Instruction Training 548.0082 $185,419 - 185,419 (A)ZLD Chemicals 548.0083 $854,000 550,230 303,770 (D)ZLD Labor n/a $0 579,168 (579,168) (A)Vendor Offsite/Training 548.0084 $0 - - (A)On the Job Training 548.0086 $0 - - (A)ZLD Hazardous Materials Collection 548.0087 $464,557 240,069 224,488 (G)

$8,406,886 $6,259,933 2,146,952 -

Misc Power Generation Expenses 549Communications 549.0002 $0 - - Tools 549.0004 $25,000 158 24,842 Utilities 549.0006 $198,618 264,110 (65,492) Equipment Rental 549.0007 $60,000 19,071 40,929 Office Equipment 549.0008 $11,482 - 11,482 Custodial Supplies 549.0009 $10,000 14 9,986 Materials and other Expenses 549.0010 $20,000 24,475 (4,475) Training and Travel 549.0012 $15,756 50,565 (34,809) Various fees 549.0013 $38,000 1,000 37,000 Contingencies 549.0014 $15,000 - 15,000 Consultants 549.0070 $381,500 18,573 362,927 (F)Labor 549.0080 44,614 (44,614) (A)

$775,356 $422,581 352,775 $421,580.28

Site Lease 550.0000 $431,021 $431,031 (10)

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June-13 Annual YTD Under (Over)FERC ACCT # Bud FY 12-13 Actual FY 12-13 Budget

Maintenance of Generation Plant 553Other Plant Major Maintenance 553.0000 2,691,675 (2,691,675) (H)Reserve for Other Major Maintenance 553.0000 $1,166,667 1,166,667 (b) - Reserve for GE Major Maintenance 553.0002 $2,879,327 2,879,327 (c) - GE Service Agreement and Repairs 553.0002 $1,561,006 1,249,090 311,916 ZLD Maintenance Materials 553.0003 $253,800 239,158 14,642 Electric Plant Materials 553.0004 $0 - - Instrumentation Materials 553.0005 $0 - - Other Plant Maintenance $147,000 147,000 - Materials & Other Expenses 553.0010 $664,340 374,358 289,983 CEMS Gases n/a $0 27,614 (27,614) (B)Consultants 553.0070 $0 90,911 (90,911) (F)Labor 553.0080 4,707,600$ 4,315,555 392,045 (A)ZLD Maint. Labor 553.0083 $0 525,881 (525,881) (A)Vendor/offsite training 553.0084 $0 - (A)Misc other power generation labor 554.0080 $0 - - (A)Maintenance of misc other power generation plant 554 $0 33 (33)

Subtotal Maintenance of Generation Plant $11,379,741 $13,707,267 (2,327,527) -

System Control & Load Dispatching 556Software, Online Feeds 556.0001 $44,800 42,027 2,773 Market Manager Maint. Agreement 556.0003 $46,800 35,027 11,773 Consultants 556.0070 $58,000 - 58,000 (F)Labor (Scheduler & Trader) 556.0080 $100,425 9,751 90,674 (A)

Subtotal System Control & Load Dispatching $250,025 86,804 163,221 -

Station & Local Network Expenses (69kV lines) 565.0000 $185,000 $16,847 168,153

Administrative, General Plant and General Expenses 920-935Membership & Dues 921.0003 $0 - Books & periodicals 921.0001 $0 - - Computer Expense 921.0002 $0 - - Membership & Dues 921.0003 $0 - - Office Supplies, postage & printing 921.0004 $0 7,128 (7,128) Property/Liability Insurance 924.0000 $727,376 709,308 18,068 (C)Regulatory Expense 928 $75,000 174,976 (99,976) Miscellaneous Expenses 930.0002 $3,000 234 2,766 Transportation/Vehicle Allow. 933 $8,454 9,850 (1,395) Accounting 930.0080 $0 - - Maint. of General Plant - Materials 935.0010 $87,500 6,949 80,551 Labor 935.0080 $0 554 (554) (A)SCPPA Agency Expenses 935.0000 $396,000 396,000 (a) -

Subtotal Administrative and General Expenses $1,297,330 $1,304,999 (7,669) -

Maintenance of General Plant (MPP Office Building)

Capital Plan 999.0001 $1,195,000 1,431,647 (I) (236,647) Capital Plan $1,195,000 $1,431,647 (236,647)

TOTAL OPERATING AND MAINTENANCE EXPENSES $52,390,251 $52,300,455 89,795 -

2 of3123




ACCRUALS FYTD Cash Outlay(a) based on the budget amount in order to show the estimated cost #REF!

(b) $97k per month - Reserve for other Maint.(c) $240k per month - Major Maintenance Reserve interest exp

not included (937) #REF!

FOOTNOTES FYTD Mar 12 #REF!

(A) Labor is favorable by $539k or 6% due to vacancies (2) and extended FMLA leaves. #REF!

(B) Lubrication/Gases expense is unfavorable by $26k or 46% primarily due to unanticipated overhaul costs.(C) Annual property/liability insurance paid in July '12. MPP requirements reviewed and rerated by insurance carrier.(D) Chemicals expense is favorable by $596k or 44% due to extended overhaul to May 3rd and delayed restart.(E) Recycled water is favorable due to extended overhaul to May 3rd and unplanned outages. Per Mar MTD 1633675.23

(F) Consultants expense is favorable by $647k or 77% due to increased use of internal staff and delays of certain projects.(G) Hazardous Materials Collection is favorable due to extended overhaul to May 3rd.(H)

GE International - Maintenance materials, taxes and overhead 2,403,142 ARB INC - Scheduled & Emergency Boiler 252,494 Petrochem Insulation Inc - Scaffolding & Pipe insulation 220,984 Flowserve USA Inc - Pump Performance Evaluation - MPP 158,111 Donaldson Co. Inc - Inlet Filters & Evaporative Media Install 144,753 GE International - Dual Nozzle repair - outage - 50% split with GE 131,290 Sawyer Petroleum - Turbine Oil Filtration & replacement services 120,005 INSTRUMENT & VALVE SRVC CO - CALIBRATION OF ALL TRANSMITTER & AUTOMA 97,961 Emerachem - Testing & Catalyst chemical washing of Co-Oxidation catalyst 94,324 Flowserve USA Inc - Misc. Valve & pump parts 87,314 Blair-Martin Co - High Pressure Water Regulator Valves 80,780 Control Components - Turbine Bypass Valves, related parts & repair services 80,646 Aquilex Hydrochem Inc - Industrial cleaning services 71,584 Flowserve USA Inc - CJP120180 - 42 PKH Pump "B" 65,220 Flowserve USA Inc - CJP120181 - 42 PKH Pump "C" 65,220 Central California Fluid System Technologies - Swaglock parts & Supplies 46,908 Mitech Control Inc - Misc Transmitters & Meters 42,301 McMAster Carr Supply Co - Non-Warehouse maintenance items 40,656 Valin Inc. - Hy-Pro Filters & valve parts 38,324 Caltrol Inc - Fisher Valves & Emersn Parts 36,080 Delta Motor Company - Motor Repairs & services 33,671 E One Generating Solutions - hydrogen analyzer & generator protection system maint 32,591 Alstom Power Inc. - Boiler Inspection support 32,337 Team Industrial Services, Inc - Boiler inspection support 29,505 Tyco Flow Contro - 42" Figure 106-771 Flanged Valve 28,919

All Other 621,557 Funds from Major Maintenance Reserve (2,365,000)

Total Other Plant Major Maintenance 2,691,675

(I) Capital Plan

HRSG elevator (carried over from FY 10-11 $375K, FY 11-12 $100K) 395,191 DSC simulator training software (carried over FY 11-12 $102.5K) 319,762 Fuel Gas Coalescer 202,796 Rotor Room Rail Crane (carried over from FY 10-11 $205K, FY 11-12 $12.3K) 130,358 Lube Oil Purifier for Steam Turbine 95,268 Steam Control Improvements for Start Ups 61,711 ZLD Vapor Compressor - Final Payment 59,249 Automated Overspeed Trip Test control software upgrade for the MPP combustion turbine 46,240 MPP Generator Relay upgrade (carried over FY 10-11 $75K, FY 11-12 $65K) 49,449 ZLD Improvement Proj 29,982 Variable drives on FGC's 28,071 High Efficency Lighting 8,777 All Others 4,792

- Total Capital Plan 1,431,647

The Actual amount for Other Plant Major Maintenance is made up of the following cost, including netting the budgeted use of Major Maintenance Reserve funds of $2,365k.

3 of3124

Ron S. Maxwell Phone (818) 238-3631

September 19, 2013

MAGNOLIA POWER PROJECT STATUS REPORT

August 2013

Reporting Period

August 1-31, 2013

Workforce Safety Statistics

There were zero (0) lost time accidents in August and zero (0) year-to-date (YTD).

There were zero (0) reportable incidents in August and zero (0) YTD.

Plant Performance Information

Availability: 100.0% in August, 100.0% fiscal year-to-date (FYTD), 48.8% YTD (A table showing monthly plant availability for the past 20 months is attached.)

Unit Capacity Factor (240 MW): 87.7% in August, 86.9% FYTD, 41.4% YTD

Fired Factored Hours: 744.0 hours in August

Statistics: Details are provided in the attached monthly production report entitled “Year-to-Date Summary of Statistics for CY2013 & FY2013-2014.”

Plant Outage Summary and Other Actions taken by Operating Agent

There were no plant trips or outages during August 2013.

A five-day outage has been planned and is scheduled to start on the evening of Friday, September 20, 2013. Restart of the Unit is scheduled for noon on Wednesday, September 25, 2013. The primary purpose for this planned outage is performance of an offline water wash and a borescope inspection inside the combustion turbine.

There are other tests that will be accomplished during this planned outage with no adverse effect on the planned outage duration. The first is characterization of the neutral ground settings for the steam turbine generator; this is to be accomplished by operating the steam turbine generator at full duct-fired capacity. The second activity is a simulated overspeed trip test of the combustion turbine that will take place with newly modified software enhancements installed by GE in the turbine control system.

125

2013 2013 2013 2013 2013 2013 2013 2013 2013 2013 2013 2013

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec FYTD YTD

MWH 0 0 0 2,328 89,346 82,803 100,465 102,167 202,632 377,109MWH 0 0 0 1,402 52,857 49,283 59,018 60,142 119,160 222,702MWH 0 0 0 3,730 142,203 132,086 159,483 162,309 321,792 599,811

MWH 0 0 0 120 4,875 4,620 5,650 5,640 11,290 20,905MWH 274 251 292 1,004 232 495 7 7 14 2,562MWH 0 0 0 3,610 137,328 127,466 153,833 156,669 310,502 578,906

% 0.0% 0.0% 0.0% 2.1% 76.9% 73.8% 86.2% 87.7% 86.9% 41.4%

BTU/KWh 0 0 0 12,178 11,244 11,238 11,133 11,067 11,521 11,507BTU/KWh 0 0 0 7,601 7,079 7,045 7,014 6,985 7,265 7,244BTU/KWh 0 0 0 7,853 7,330 7,300 7,271 7,236 7,529 7,505

Hours 744.0 672.0 743.0 720.0 744.0 720.0 744.0 744.0 1,488 5831.0Hours 0.0 0.0 0.0 23.2 690.8 643.0 744.0 744.0 1,488 2,845.0Hours 0.0 0.0 0.0 0.0 13.6 0.0 1.0 28.3 29 42.9

% 0.0% 0.0% 0.0% 3.2% 92.8% 89.3% 100.0% 100.0% 100.0% 48.8%Hours 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0Hours 744.0 672.0 102.0 18.0 53.2 59.9 0.0 0.0 0.0 1,649.1Hours 0.0 0.0 641.0 678.8 0.0 17.1 0.0 0.0 0.0 1,336.9

% 0.0% 0.0% 86.3% 94.3% 0.0% 2.4% 0.0% 0.0% 0.0% 22.9%Hours 744.0 672.0 743.0 696.8 53.2 77.0 0.0 0.0 0.0 2,986.0Hours 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 0.0 0.0 0.0 23.2 690.8 643.0 744.0 744.0 1,488 2,845.0Hours 24,000 24,000 24,000 23,977 23,286 22,643 21,899 21,155 - -

Estimated Date of Next Major Outage Nov 2015

DTH 0 0 0 28,350 1,004,640 930,510 1,118,460 1,130,640 2,249,100 4,212,600DTH 0 0 0 0 1,995 0 105 3,045 3,150 5,145

MMSCF 0.0 0.0 0.0 0.0 1.9 0.0 0.1 2.9 3 4.9MMSCF 572.0 572.0 572.0 572.0 570.1 570.1 570.0 567.1 - 567.1

DTH 0 0 0 28,350 1,006,635 930,510 1,118,565 1,133,685 2,252,250 4,217,745BTU/SCF 1,029 1,028 1,023 1,029 1,026 1,030 1,026 1,050 1,038 1,030

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

CY 2013 & FY 2013-2014

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

126

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

FO September 13, 2012 September 13, 2012 5.3 ST tripped on controller i/o card failureFO September 13, 2012 September 14, 2012 12.8 Hot restart failed due to overtemp condition in hot reheat bypass line.FO September 14, 2012 September 14, 2012 0.5 Unit tripped by a "flame-out" condition in the Combustion Turbine.PO September 14, 2012 September 18, 2012 80.2 CT water washFO September 26, 2012 October 1, 2012 98.5 Unit tripped by a "flame-out" condition in the Combustion Turbine.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.

Outages during the reporting period August 1-31, 2013Comments

Cause

Summary of Outages during the Past Twelve Months

127

Magnolia Power Plant - Availability Summary Table

Monthly Quarterly Semi-Annual AnnualJan-1285.0%Feb-12 Q1 '12

100.0% 91.5%Mar-1290.2% H1 '12Apr-12 93.3%

95.9%May-12 Q2 '12

100.0% 95.0%Jun-1288.8% Yr '12Jul-12 83.8%

100.0%Aug-12 Q3 '12

100.0% 92.8%Sep-1278.0% H2 '12Oct-12 74.5%

100.0%Nov-12 Q4 '1269.2% 56.3%Dec-120.0%Jan-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%Jul-13

100.0%Aug-13

100.0%

128

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 Hot Gas Path #3 Combustion Inspection-#4

(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.


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

52,090.2 hrs

as of Aug 26, 2013

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

(28)* Sept 2013

2014

( 8,520 hrs) 2014

(31)* July 2014

2015

( 8,064 hrs) 2015

(33)* January 2015

(34)* April 2015

(29)* January 2014

(32)* October 2014

(35)* July 2015

21 DAY OUTAGE

72,000.0 HrsNov 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


CT Borescope Inspection


CT R0 Inspection







Start-Up 6:00 AM 4/28/2013

Continuation of Major Outage

* Future Outage date are subject to

change.

50,619.0

129

SCPPA BOARD MEETING SEPTEMBER 19, 2013

PALO VERDE NUCLEAR GENERATING STATION STATUS REPORT

Plant Operations: Following is the status of the plant as of September 11, 2013: • Unit 1 is operating at full power and is on its 136th day of continuous operation. • Unit 2 is operating at full power and is on its 306th day of continuous operation. • Unit 3 is operating at full power and is on its 314th day of continuous operation. Through August 2013, the year-to-date capacity factors of the units and the station are as follows:

Capacity Factor Unit 1 85.5% Unit 2 99.4% Unit 3 97.5% Station 94.1%

Budget: Through July 2013, the year-to-date cost report is summarized as follows:

(In $millions) Year-to-Date Budget Actual Variance

O&M 351.2 347.9 (3.3) Capital 128.6 116.7 (11.9)

Fuel 176.3 155.0 (21.3) Total 656.1 619.6 (36.5)

The year-to-date O&M budget underrun is due to budget savings resulting from the reclassification of the Fuel Reconstitution and Computer Code Services from an O&M to a Fuel cost, vacant positions and associated payroll loads, and 2013 Mid-Year Payroll Load Rate Adjustment and 2012 Payroll Load True-up, among others. The year-to-date Capital budget underrun is due to budget savings associated with projects such as inverter modifications, the replacement of condensate demineralizer resins and spray pond backwash pipes, and the Main Generator rewedge, among several others. Also contributing to the underrun is the deferral of payments associated with projects such as the Cooling Tower Life Extension projects, the Fukushima projects, the Energy Education Center modifications, and the Protected Area security fence extension, to name a few. The year-to-date Fuel budget underrun is due to the lower market price of uranium, unrealized price increases associated with the escalation assumptions affecting the fuel fabrication contracts, and the changes in cask loading schedule in 2013.

1 130

The year-end budget projection is as follows:

(In $millions)

Year-to-Date Budget Forecast Variance O&M 630.0 627.5 (2.5)

Capital 195.0 193.0 (2.0) Fuel 252.3 232.4 (19.9) Total 1,077.3 1,052.9 (24.4)

The year-end O&M budget underrun is due to budget savings resulting from the reclassification of some projects from O&M to Fuel expenditures, as well as, vacant positions and associated payroll loads. The year-end goal is to achieve a Capital budget underrun of at least $2M. The year-end Fuel budget underrun is due to the lower-than-budgeted uranium prices, the unrealized price increases associated with the escalation assumptions affecting the fuel fabrication contracts, and the changes in cask loading schedule in 2013. A portion of these savings will likely be used to purchase uranium and enrichment services at the current low spot market prices. Other Issues In an August issue of Platts’ Nucleonics Week, Units 2 and 3 were listed as the nation’s top generators in 2013 through the month of June. From January through June 2013, Unit 2 generated a total of 6,098,521 MWh while Unit 3 generated 5,953,578 MWh. In world rankings, Unit 2 is listed fifth and Unit 3 is listed seventh in gross generation. In light of the recent closure of the San Onofre Nuclear Generating Station (SONGS) and the resulting layoff of some of its employees, Palo Verde has made efforts to seek out nuclear professionals that were formerly employed by SONGS to possibly add highly experienced and skilled workers to the Palo Verde workforce. As of late August 2013, 39 job offers have been accepted. Efforts to hire from the former SONGS workforce will be ongoing. One of Unit 1’s feedwater heater high level dump valves failed on August 27, 2013. With the valve repacked and its positioner pilot relay replaced, the valve was made available on August 28, 2013. One of the high pressure feedwater heater normal level control valves, however, started showing signs of failure, requiring the packing to be tightened or replaced. The unit was down powered to approximately 98% on September 7, 2013 for the necessary repairs. The unit returned to 100% power on September 8, 2013. A Notification of an Unusual Event was declared at Unit 2 in the evening of September 2, 2013 due to an insulation fire on one of the main feedwater pumps. The fire was extinguished immediately and the Notice of Unusual Event was terminated shortly after midnight on September 3, 2013. There was no impact to pump operation or plant generation.

2 131

Wayne A. Lane Phone: (760) 339-0642 Sept. 11, 2013

SAN JUAN UNIT 3 STATUS REPORT

Aug / Sep 2013 EQUIVALENT AVAILABILITY FACTOR June 2013: 98.04% July 2013: 99.92% 2013 Y-T-D: 89.13% UNIT CAPACITY FACTOR June 2013: 87.78% July 2013: 94.19% 2013 Y-T-D: 78.01% OPERATIONAL NOTES (Unit Outages/Significant De-rates)

06/18/2013: San Juan Unit 3 was offline for approximately 6 hours due to an electrical issue. 06/18/2013: San Juan Unit 3 was de-rated 184 MW for approximately 8 hours due to boiler chemistry

following start-up. 06/22/2013: San Juan Unit 3 was de-rated 244 MW for approximately 10 hours due to 3B boiler feed

water pump recirculation line leak. 07/06/2013: San Juan Unit 3 was de-rated 124 MW for approximately 2 hours due to boiler chemistry. 07/31/2013: San Juan Unit 3 was de-rated 94 MW for approximately 0.5 hours due to 3C pulverizer

feeder issues.

SAN JUAN PROJECT UPDATE Monthly Operating Report and O&M Update • SCPPA’s total cost (less fuel) for the San Juan Project year-to-date through July 2013 was $1,234,090 or 11.3%

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 July 2013 was $56.95 per MWH. • The equivalent forced outage rate for Unit 3 year-to-date through July 2013 was 8.57%. This compares to an

equivalent forced outage rate for 2012 of 7.04%. • The year-to-date OSHA Recordable Injury Rate for the San Juan Generating Station through July 2013 was

3.81. The year-to-date OSHA Lost Time Injury Rate through July 2013 was 0.48.

132

TO: Board of Directors FROM: Tanya DeRivi, Director of Regulatory Affairs Oscar Herrera, Compliance Engineer, LADWP SUBJECT: Regulatory Update DATE: September 19, 2013 This memorandum includes updates on the following regulatory matters:

I. Regulatory Agency Activities a. RPS Enforcement Procedures for POUs (Energy Commission) b. RPS Eligibility Guidebook (Energy Commission)

II. Regulatory Working Group Six Month Work Plan III. New Regulatory Affairs Director – Tanya DeRivi

I. REGULATORY AGENCY ACTIVITIES

a. RPS Enforcement Procedures (Energy Commission)

The California Office of Administrative Law approved the Energy Commission Enforcement Procedures for the Renewables Portfolio Standard for Local Publicly Owned Electric Utilities (Regulations) on August 28, 2013. The Regulations will take effect on October 1, 2013, pursuant to Government Code section 11343.4 (a). There are several upcoming reporting deadlines due to the adoption of the Regulations:

Form Description 2011-2012 Data due by

2013 Data due by

CEC-RPS-TRACK

RPS Procurement Claims and Attestation Form for load-serving entities reporting generation not available in WREGIS

10/31/2013 7/1/2014

WREGIS Compliance Report and WREGIS e-Tag Summary Report Attestation Form

WREGIS Compliance Report and E-Tag Summary Report Attestation 10/31/ 2013 7/1/ 2014

CEC RPS eTag.xlsx

for POUs only and in instances when the data are not available in WREGIS (in the case of third parties in WREGIS, for example) – Final Energy Schedule information for Portfolio Content Category 1 - NOT-directly connected to a CBA and for Portfolio Content Category 2 – incremental electricity, firmed and shaped.

10/31/ 2013 7/1/2014

133

http://www.energy.ca.gov/portfolio/documents/forms/CEC-RPS-Track.xlsx

http://www.energy.ca.gov/portfolio/documents/forms/WREGIS_Attestation.xlsx





http://www.energy.ca.gov/portfolio/pou_rulemaking/documents/2013-07-29_workshop/Draft_forms_for_comment/CEC%20RPS%20eTag.xlsx

Form Description 2011-2012 Data due by

2013 Data due by

CEC-RPS-HCO.xlsx Form for reporting historic carryover claims. 12/30/ 2013 N/A

CEC-RPS-Hourly.xlsx

For POUs only Annual hourly meter and annual hourly final e-Tag schedule reporting. 10/31/ 2013 7/1/2014

POU RPSComplianceSpreadsheet.xlsx

Form for Local Publicly Owned Electric Utilities (POUs) for static data, annual and compliance period reporting.

10/31/ 2013 7/1/2014

Several members have inquired on the treatment of rounding in the RPS. The CEC has stated that a utility cannot round up its percentages for the RPS Procurement and Balance Requirements. The CEC will determine whether a POU met its requirements based on whether the POU retired at least the minimum number of required MWhs to meet its target and portfolio balance requirements.

b. RPS Eligibility Guidebook (Energy Commission)

Summary: The CEC has issued a Notice of Staff Workshop on Station Service in the RPS Program. Attached to this notice is a white paper on station service, which is intended to clarify the Energy Commission’s current policy on station service for the RPS and provides staff’s views on how station service should be defined and applied. Energy Commission staff supports continued treatment of station service in the WREGIS system as described in the May 2012 Program Administrator’s Advice Letter to WREGIS Regarding Station Service:

Station Service Not Station Service Electrical uses at hydropower powerhouses Maintenance shops Lights and motors Transformer losses Computers and SCADA controls on-site Off-site fuel procurement Pollution control systems Solar tracking systems Mirror or panel washing Geothermal pumps used to pump up from the geothermal well, and to re-inject any brine originating from that same well

Energy used to process, chip, collect or transport the fuel before it is ready to be consumed at the electrical generation facility.

Mechanical systems bringing ready-to-use fuel from the onsite or nearby, fuel storage areas to the boiler, heat exchanger, turbine, fuel cell, or specify equipment that is used to directly generate electrical energy or used to convert the energy stored in the fuel to hear or to mechanical energy to generate electricity.

Any use of fuel that need not take place at the same site, on an adjacent site, or on a site in the proximity of the electricity generating facility or substation.

Written comments are due by 4:00 p.m. on September 20, 2013. Action: SCPPA will file comments with the CEC on the current interpretation of Station Service. Next Steps: Submit comments to the CEC on this matter.

134

http://www.energy.ca.gov/portfolio/pou_rulemaking/documents/2013-07-29_workshop/Draft_forms_for_comment/CEC-RPS-HCO.xlsx

http://www.energy.ca.gov/portfolio/pou_rulemaking/documents/2013-07-29_workshop/Draft_forms_for_comment/CEC-RPS-Hourly_.xlsx

http://www.energy.ca.gov/portfolio/pou_rulemaking/documents/2013-07-29_workshop/Draft_forms_for_comment/CEC-RPS-Hourly_.xlsx

http://www.energy.ca.gov/portfolio/pou_rulemaking/documents/2013-07-29_workshop/Draft_forms_for_comment/POU_RPSComplianceSpreadsheet.xlsx



II. Regulatory Working Group Six Month Work Plan The Regulatory Working Group members are developing a Six Month Work Plan intended to identify and address high-priority regulatory issues before the official rulemaking process begins. Objectives of this document are to:

• Prepare short background briefing papers with suggestions to engage state regulators early in the rulemaking process.

• Develop an effective communication and networking strategy with key State Agency staff.

• Promote educational tours for state regulators and key staff. • Coordinate with outside organizations (CMUA, NCPA, etc.) on upcoming activities. • Better report results of regulatory outcomes.

Action & Next Steps: Develop the Six Month Work Plan III. New Regulatory Affairs Director – Tanya DeRivi Summary: On August 2, 2013, SCPPA announced that Tanya DeRivi has been named the new SCPPA Director of Regulatory Affairs. She will be headquartered at the SCPPA office in Sacramento but will spend considerable time at the SCPPA headquarters in Glendora as well. Her start date is September 9, 2013. Ms. DeRivi has over 12 years of legislative and regulatory experience, including for the Los Angeles Department of Water and Power and the Mayoral office of James Hahn in Los Angeles. In addition she worked as a Federal Legislative Representative for Mayor Antonio Villaraigosa in Washington DC. For the past 5 years she has been employed as a Senior Public Policy Advisor for Patton Boggs, LLP in Washington DC. During her tenure with Los Angeles she worked on many issues in conjunction with SCPPA so she brings some familiarity of SCPPA and our issues. Ms. DeRivi graduated from the University of Southern California with a Bachelor of Science Degree in Public Policy and Management (cum laude), as well as Master of Public Administration (magna cum laude).

135

Morgan Meguire LLC

Memorandum

TO: Bill Carnahan, Executive Director FROM: Lori J. Pickford, Executive Vice President DATE: August 13, 2013 RE: August Legislative Report

I. Congressional Overview

Congress Begins Annual August Recess; Deadlines Loom upon Return The House and Senate began their annual August recess on Aug. 5, and are scheduled to return on Sept. 9. Congress will face new “fiscal cliff” challenges upon its return. The government is projected to run out of annual spending authority on Sept. 30, but House Republicans are talking about passing a short-term extension, possibly perhaps to Dec. 15, to provide breathing room as they debate a new federal debt ceiling increase. The battle lines are already drawn and are similar to those of other recent fiscal fights: House Republicans want spending cuts and entitlement reform; Democrats will try to hold the line on government spending for priority programs. The White House, Congressional Democrats, and their allies hope to use the summer recess to promote the Administration’s climate agenda. White House efforts will include deploying senior energy and environmental officials to underscore the importance of addressing climate change. For example, this week Organizing for Action – President Obama’s campaign organization – is running small climate change events around the U.S., including rallies outside various Congressional Republicans’ field offices. EPA Administrator Gina McCarthy has Aug. 14 plans to stump for the Administration’s climate change agenda in Boulder, CO, and she will attend the Iowa state fair the next day. Conversely, Republican lawmakers have been encouraged to hold events at gas stations, power plants and other energy installations to talk about the adverse effects that new federal regulations would have on jobs and the economy.

II. Municipal Finance As the House and Senate tax writing committees gear up to develop their respective tax reform bills, public power is coordinating its legislative strategy with the Public Finance Network

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(PFN), a coalition of state and local organizations who have banded together to push back on efforts to restrict municipal bond infrastructure financing. Senate Finance Committee (SFC), Chairman Max Baucus (D-MT) and Ranking Member Orrin Hatch (R-UT) initiated a “Blank Slate” proposal that eliminates ALL deductions, exclusions, and incentives and are asking their Senate colleagues for recommendations on measures that should be “added back” into the tax code through the legislation. National, state and local governmental organizations have all contacted Senators, requesting that they maintain the federal tax exemption on municipal bond interest in any tax reform package. Previously, Morgan Meguire on behalf of SCPPA worked closely with Sen. Mark Begich (D-AK) on an April 2 Democratic letter to the President expressing opposition to proposals that alter the tax treatment of municipal bonds. The groups stress that three-quarters of all U.S. investment in infrastructure is provided by state and local governments, and that tax-exempt bonds are the primary financing tool that are used by over 50,000 state and local governments and authorities to satisfy these infrastructure needs. On July 8, House Ways and Means (W&M) Chairman Dave Camp (R-MI) and SFC Chair Baucus began a national “road show” intended to build support for tax reform outside the Beltway. Their first stop was with Fortune 500 manufacturer 3M. Chairmen Camp and Baucus have said they plan to markup a bill in September before Congress has to address an increase in the debt limit. At the same time, SCPPA, APPA, state and local government officials, and other municipal market professionals are working to recruit House members to cosponsor a bipartisan resolution, (H. Res. 112) in support of tax exempt municipal bonds. There are now 88 cosponsors of H. Res 112. Southern California cosponsors include Reps. Julia Brownley (D), Lois Capps (D), Judy Chu (D), Grace Napolitano (D), Linda Sanchez (D), Adam Schiff (D), and Mark Takano (D). In addition, Morgan Meguire worked with Reps. Ruppersberger (D-MD) and Hultgren (R-IL) to gain signatures on a June 28 letter to House Speaker John Boehner (R-OH) and Minority Leader Nancy Pelosi (D-CA), calling for the preservation of tax‐exempt municipal financing. The letter’s 137 co-signers included Southern California Reps. Brad Sherman (D), Duncan Hunter (R), Adam Schiff (D), Linda Sanchez (D), Gary Miller (R), Judy Chu (D), Tony Cardenas (D), and Raul Ruiz (D). The goal of the House resolution and these letters is to build broad, bipartisan opposition to proposals to eliminate or limit the deductibility of interest on municipal bonds, whether advanced in “grand bargain” discussions, tax reform bills or other legislative vehicles.

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III. Dodd Frank Sub-threshold for Special Entities On July 17, the Senate Agriculture Committee held a hearing on potential legislation to reauthorize the Commodity Futures Trading Commission (CFTC), as well as language to fix the special entity “sub-threshold” that has made it more difficult for municipal utilities to find swaps counterparties. The CFTC’s existing authority officially expires on Sept. 30, but it can continue to operate without a reauthorization if funds are appropriated. The first panel of witnesses was made up of representatives from financial firms, some of whom urged the Committee to avoid making changes to regulations and instead pass a “one-line” reauthorization – an extension of existing authority without policy changes. A one-line or “straight” reauthorization would not include the sub-threshold fix. The second panel included other industry perspectives, including from Donald Russak, New York Power Authority Executive V.P. and CFO, on behalf of APPA. He spoke about the sub-threshold issue and urged inclusion of language similar to the House-passed “Public Power Risk Management Act” (H.R. 1038) in CFTC reauthorization. During the question and answer period, Sen. Joe Donnelly (D-IN) asked whether the CFTC’s “no-action” letter had helped bring municipal utilities’ counterparties back to the table, to which Russak replied that it had not. Sen. Donnelly pledged his support for a fix, saying, “We will work as fast as we can to get a companion bill [introduced in the Senate.]”

CFTC’s O'Malia Urges Senate to Pass Public Power Risk Management Act

During a July 24 hearing on the CFTC reauthorization, Commissioner Scott O’Malia told the House Agriculture Subcommittee on General Farm Commodities and Risk Management that he supports H.R. 1038, and hopes the Senate will pass it.

H.R. 1038 would require the CFTC to modify its swap dealer rule to put public power utilities on an even playing field with investor-owned utilities and rural coops in entering swap transactions with non-financial entities. Non-financial firms have stopped trading with special entities, a class that includes municipal utilities, because the new rule requires registration as a swap dealer after just one or two transactions with that type of entity.

O’Malia’s testimony also pointed out that the swap dealer definition, in general, did a poor job of exempting end-users. In requiring market participants that trade with municipalities to fall under a $25 million sub-threshold, “the end result has been a reduction in the number of market participants that are willing to do business with special entities,” O’Malia said.

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Instead of providing them with greater protection, as intended, the CFTC has limited the pool of counterparties with which special entities can trade, he said, concentrating risk in fewer market participants. “This plainly goes against the goal of reducing systemic risk.”

IV. Cyber Security

White House Releases Preliminary Cyber Incentives

On Aug. 6, Michael Daniel, Special Assistant to the President and the Cybersecurity Coordinator, posted a message on the White House blog on “Incentives to Support Adoption of the Cybersecurity Framework.” The blog references preliminary studies the White House received from the Departments of Homeland Security, Commerce, and Treasury, as required by the cybersecurity Executive order (EO) issued in February. The recommendations are an interim step; federal agencies will examine the options in greater detail to determine which should be adopted, and how, based “substantially on input from critical infrastructure stakeholders.” After the National Institute of Standards and Technology (NIST) completes work on the EO-directed Cyber Framework, the executive branch will create a Voluntary Program to encourage critical infrastructure companies to adopt the Framework. The incentives are considered a key part of the Voluntary Program. Among the incentives under consideration are:

• Cybersecurity insurance – Engage the insurance industry in developing the standards, procedures, and other measures that comprise the Framework and the Voluntary Program, in order to build underwriting practices that promote the adoption of cyber risk-reducing measures and risk-based pricing, and foster a competitive insurance market;

• Liability protection – Determine if legislation to reduce liability on Program participants would encourage a broader range of critical infrastructure owners and operators to adopt the Framework. Mentioned limitations on liability include reduced tort liability, limited indemnity, higher burdens of proof, and the creation of a “federal legal privilege” that would preempt state disclosure requirements;

• Grants – Develop criteria for federal grant applications to incentivize adoption of the Framework and participation in the Voluntary Program;

• Streamlined regulations – Ensure that the Framework and Voluntary Program interact in an effective manner with existing agency regulatory structures to make compliance easier, including eliminating overlaps among existing laws and regulations, enabling equivalent adoption across regulatory structures, and reducing audit burdens; and

• Rate recovery for regulated industries – Engage in further discussion with federal, state, and local regulators and sector specific agencies on whether agencies that set utility rates should consider allowing recovery for cybersecurity investments related to adoption of the Framework and participation in the Program.

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The initial response from private sector industries was fairly positive and noted that the White House has apparently bought into the concept of voluntary – not mandatory – cyber security standards, a public-private partnership to develop the Framework and Program, and ways to encourage but not require private sector adoption of the NIST framework of standards, best practices, and methodologies. This is a significant shift in direction from the original, DHS-centric regulatory program authorized in the original Lieberman-Collins cybersecurity bill.

Trade Groups Announce Support for Cyber Bill On July 29, a group of 13 electric sector organizations including APPA, LPPC, NRECA, the Edison Electric Institute (EEI), and Nuclear Energy Institute, sent a joint letter to Sens. John Rockefeller (D-WV) and John Thune (R-SD), Chairman and Ranking Member, respectively, of the Senate Commerce Committee. Both are authors of the “Cybersecurity Act” (S. 1353). The groups announced their support for the bill, which was recently introduced by Rockefeller and Thune. The bill would authorize NIST to identify standards, methodologies, and best practices for cyber security measures and controls that can be voluntarily adopted by owners and operators of critical infrastructure. It would also strengthen federal cyber security research, cyber workforce development, and public awareness of cyber risks. In the exercise of this authority, NIST is directed to prevent duplication of regulatory processes and prevent conflict with, or superseding of regulatory requirements, mandatory standards and related processes. This provision was key to securing the support of the energy sector cyber coalition, as it would prevent undermining the FERC/NERC process and standards that apply to the electric industry. The industry letter noted approvingly that the Commerce bill “acknowledges the cooperative role both industry and government must play to secure cyber assets, and respects the existing regulatory structures that currently govern…many critical infrastructure sectors.” At a July 25 Senate Commerce Committee hearing on the bill, the bipartisan sponsors emphasized the importance of collaboration and engagement by industry and the federal government. In his opening statement, Chairman Rockefeller remarked that, “Probably the most important step we can take as a Committee is to make sure the technical experts at NIST stay engaged and working with the private sector to develop effective cybersecurity standards.” Ranking Member Thune echoed this sentiment, stating “We must leverage the innovation and know-how of the private sector, as well as the expertise and information held by the federal government to address immediate threats and those in the future. I appreciate Chairman Rockefeller’s leadership in this area, particularly when it comes to the voluntary, industry led approach we have outlined in this legislation.” On July 30, the Commerce Committee unanimously approved the bill; it now moves to the full Senate for consideration. Instead of one comprehensive bill, the Senate now plans to advance several smaller bills from the committees with cyber security jurisdiction, including Senate Intelligence and Senate Homeland Security. This represents a significant shift in strategy for the

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Senate leadership, which failed twice to win approval for the comprehensive Lieberman-Collins cyber bill in the last Congress.

FERC Grants Extension for Compliance with CIP V4 Standards On Aug. 12, the Federal Energy Regulatory Commission (FERC) granted a six-month extension (until Oct. 1, 2014) for registered entities to comply with the North American Electric Reliability Corporation’s (NERC) Critical Infrastructure Protection (CIP) Version 4 cyber standards. The extension was requested by a group of trade organizations, including APPA, LPPC, NRECA, EEI, the Transmission Access Policy Study Group, and Electric Power Supply Association. The Commission agreed with the trade associations that an extension “is warranted in order to allow responsible entities to more efficiently utilize resources to transition directly from the currently effective Version 3 CIP Reliability Standards should the commission adopt its proposal to approve the Version 5 CIP Reliability Standards.” FERC said an extension is consistent with the agency’s proposal for approving Version 5, which calls for transitioning from the Version 3 directly to Version 5. Major changes for Version 5 include a new risk-based, tiered classification system that would classify cyber assets as High, Medium and Low Risk. Version 5 would also include an expanded scope of entities that would be required to meet the standards. The decision provides the industry with some breathing room, but leaves open the potential for the electric sector to be back in limbo if CIP Version 5 is not acted upon within the next several months. Some would have preferred for FERC to have suspended Version 4 completely, and may ask FERC to reconsider on rehearing.

V. Nuclear Policy Court Requires NRC to Resume Yucca Review In a 2-1 decision on Aug. 13, the D.C. Circuit Court of Appeals ordered the Nuclear Regulatory Commission (NRC) to resume its Yucca Mountain licensing process. “[U]nless and until Congress authoritatively says otherwise or there are no appropriated funds remaining, the Nuclear Regulatory Commission must promptly continue with the legally mandated licensing process,” Circuit Judge Brett Kavanaugh wrote for the majority. The $11 million remaining for the agency to conduct the process is not enough to complete the review, and the divided Congress will not likely add new appropriated funds for the project, so the future of the project remains unclear. At issue was whether NRC had violated the Nuclear Waste Policy Act by failing to complete the Yucca Mountain application process. The ruling was expected, as the court signaled last year that unless Congress specifically said the project should not be funded, it would likely rule against the NRC.

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Senate Majority Leader Harry Reid (D-NV) immediately dismissed the decision. “Without any disrespect to the court, it means nothing. The fact is, they have no money. The place is locked up, it’s padlocked. Nothing is happening with Yucca Mountain,” he said. “Yucca Mountain is an afterthought.” Two of the chief Congressional Yucca Mountain proponents, House Energy and Commerce (E&C) Committee Chairman Fred Upton (R-MI) and Rep. John Shimkus (R-IL), called the decision “a clear rebuke” of the NRC. “We welcome this long-awaited decision. Today’s action by the court is a significant milestone for Yucca Mountain and a clear rebuke of the Nuclear Regulatory Commission’s failure to implement the Nuclear Waste Policy Act,” the pair said in a statement.

Moniz Appears Before Congress to Discuss Nuclear Waste Future

Energy Secretary Ernest Moniz ran a political gauntlet before Congress adjourned for the August recess, testifying before both House and Senate panels on nuclear waste policy in the last week of July. The House E&C Environment and Economy Subcommittee held a July 31 oversight hearing on the Administration’s nuclear waste strategy. The day before, the Senate Energy and Natural Resources Committee (ENR) reviewed legislation (S. 1240) that would authorize a new search for sites for permanent repositories and temporary storage for nuclear waste. At both events, Moniz defended the Administration’s strategy (similar to that in S. 1240) and answered questions from Republicans about the need for a process of establishing interim storage sites in tandem with establishment of a new permanent repository – when Yucca Mountain is the site designated pursuant to the Nuclear Waste Policy Act. House Republicans’ position on a nuclear waste solution has been that any legislation must recognize Yucca Mountain as part of the mix, and they have expressed opposition to any legislation that would lead to selection of an alternate site. E&C Ranking Member Henry Waxman (D-CA) praised the Senate legislation, rather than focusing on “a narrow obsession with Yucca Mountain.” He said the bill may not be the final solution, but it represents “a genuine effort to get past ideology and begin grappling with these tough issues,” and “we should seek a similar constructive approach in the House.” Significantly, Rep. Joe Barton (R-TX) – a former full E&C Committee chairman – expressed his support for developing interim storage sites. While he reiterated his support for the Yucca repository, he said he now favors letting states compete to host interim storage sites. The July 30 Senate hearing centered on S. 1240, sponsored by panel Chairman Ron Wyden (D-OR), Ranking Member Lisa Murkowski (R-AK) and Sens. Dianne Feinstein (D-CA) and Lamar Alexander (R-TN).

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While stopping short of endorsing the bill, Moniz said that its central concepts are in sync with the Administration’s position, and indicated that the legislation’s lack of linkage to siting a permanent repository was “workable” for the pilot project that S.1240 envisions. He stated that the pilot is something that can be done relatively quickly and S.1240 is an appropriate framework. His conditions appeared to be “demonstrable progress” toward a repository solution. Moniz faced tough questions from several GOP Senators, angry that the Administration has abandoned Yucca despite the site’s status as the nation’s sole repository under the Nuclear Waste Policy Act. He defended the Administration’s decision, arguing that the project was already decades behind schedule when Obama took office because of legal challenges.

VI. Energy Legislation

Pair of Hydro Bills Signed into Law; New Legislation Introduced

On Aug. 9, the President signed into law “The Hydropower Regulatory Efficiency Act” (H.R. 267), and “The Bureau of Reclamation Small Conduit Hydropower Development and Rural Jobs Act” (H.R. 678). Unanimous Senate passage of the bills a week earlier, followed approval by the House with overwhelming bipartisan support. H.R. 267, sponsored by Reps. Cathy McMorris Rodgers (R-WA), Diana DeGette (D-CO), will facilitate the development of small hydropower and conduit projects and direct the Federal Energy Regulatory Commission to study the feasibility of a streamlined, two-year permitting process. H.R. 678, sponsored by Rep. Scott Tipton (R-CO), will authorize the Bureau of Reclamation to contract for the development of small conduit hydropower at Bureau facilities. APPA supported both bills, as did SCPPA and many other Western energy organizations. Senate ENR Committee Chairman Wyden and Ranking Member Murkowski commended their colleagues for passing the measures. “There’s no better evidence that hydro is back than these two bills passing the Senate on a unanimous vote,” Wyden said. “Capitalizing on the power potential of existing dams, pipes and conduits is the kind of practical thinking our country needs to generate more renewable energy and cut our carbon footprint.” Murkowski said she considers hydropower to be “our hardest working renewable resource and one that often gets overlooked in the clean energy debate. With only 3 percent of the nation’s 80,000 existing dams set up to generate electricity, hydropower is our greatest untapped potential for generating cost-effective, carbon-free energy.” Murkowski is a sponsor of the Senate companion bill to the McMorris measure.

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Not wasting any time, Wyden and Murkowski introduced on the same day legislation to remove regulatory obstacles and encourage research and development for hydropower from waves, currents, ocean tides and free-flowing water in lakes and rivers. The “Marine and Hydrokinetic Renewable Energy Act” (S. 1419) would encourage private investment in marine hydrokinetic (MHK) power technologies by streamlining the regulatory process for pilot projects that generate energy from oceans, lakes and rivers. The bill would reauthorize DOE’s marine hydrokinetic research, development and demonstration programs, including the National Marine Renewable Energy Research, Development, and Demonstration Centers. It would also designate FERC as the lead agency to coordinate environmental reviews and sets a goal of licensing pilot programs in one year or less.

Shaheen-Portman Energy Efficiency Bill Up in the Senate On Aug. 1, the Senate began consideration of energy-efficiency legislation authored by Sens. Jeanne Shaheen (D-NH) and Rob Portman (R-OH), and will continue after the August recess, most likely on Sept. 10. Sens. Shaheen and Portman have worked extensively, along with SENR Chairman Wyden and Ranking Member Murkowski, to bring the “Energy Savings and Industrial Competitiveness Act” (S. 1392) to the Senate floor. All four Senators are working to reach agreement on amendments to the bill to ensure its passage. S. 1392 would strengthen model building codes for new homes and commercial buildings, make changes to the state certification process, implement a worker training program, and onsite technical assistance program for manufacturers’ seeking energy efficiency opportunities. It would also create ad Supply Star program to promote best practices of highly efficient supply chains, as well as implement energy efficiency requirements for the federal government - the largest user of energy in the country.

Farm Bill Passes with Energy Efficiency Provision in Play On July 11, the House approved the farm bill by a vote of 216-208, after Republican leaders struck the nutrition title due to opposition from conservative members regarding the cost of the food stamp program. The Senate passed its version of the bill (S. 954) earlier in the month; the two bills will need to be reconciled before becoming law. Of interest to some in public power, Title VI of the Senate bill includes an energy efficiency program for rural electric coops, public utility districts, and other similar entities to establish voluntary on-bill financing program to help rural customers with energy efficiency projects. The program amends the existing Rural Energy Savings Program (Sec. 6203), by expanding it to provide funds for on-bill financing programs to “to create jobs, promote rural development, and help rural families and small businesses achieve cost savings by providing loans to qualified consumers to implement durable cost-effective energy efficiency measures.” It allows the Secretary of Agriculture to provide loans to utilities to in turn make loans to customers for the purpose of implementing energy efficiency measures. The loans will bear no

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interest and will be not exceed a 20 year period. Utilities can charge no more than 3% interest on the loan, but those funds must being used to establish a loan loss reserve and offset personnel and program costs of eligible entities to provide the loans, for example. The Senate bill also provides an opportunity to implement “Fast Start Demonstration Projects,” providing loans to entities or groups of eligible entities in a particular state, to reduce generating capacity or if a large percentage of consumers reside in manufactured homes; or housing units that are more than 50 years old. The Senate bill provides $150 million in FY 2014, to remain available until expended. The House version of the Farm bill does not include specifics to provide for the new program, but modifies the existing authority to clarify that coops can re-lend to consumers for energy efficiency loans.

VII. Climate

Navajo Coal Plant Deal Struck On July 26, operators of the 2,250 MW coal-fired Navajo Generating Station (NGS) in Arizona announced an agreement with the Interior Department and environmental groups that will reduce air pollution by the plant. The plan will still have to be evaluated by EPA. Under the proposal by Technical Working Group (TWG), NGS owners will close one unit by 2020 and install pollution-reducing technology on the remaining two units by 2030. The TWG consists of representatives from the Central Arizona Water Conservation District, the Environmental Defense Fund, the Gila River Indian Community, the Navajo Nation, Salt River Project (on behalf of itself and the other NGS owners), the Interior Department, and Western Resource Advocates. The plan also sets a firm deadline of Dec. 22, 2044 for the plant’s transition from conventional coal-fired generation. The proposal comes in response to an EPA Best Available Retrofit Technology (BART) proposal for NGS released in February that would have required plant owners to install Selective Catalytic Reduction (SCR) technology on all three of the plant’s units by 2018. EPA said the plan would reduce emissions by 84%. However, TWG said shutting down one of the 750-MW units would actually achieve greater NOx reductions. The deal also includes a contingency for possible ownership changes. The Los Angeles Department of Water and Power and NV Energy, which own the equivalent of one unit, are expected to exit the plant in 2019. But if the ownership changes, the group said, the plant would have to achieve NOx reductions equivalent to the shutdown of one unit between 2020 and 2030 and submit annual plans to EPA through 2044 describing a strategy for achieving greater emission reductions than EPA’s proposal.

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Dem Task Force Makes Climate Recommendations to DOE

On Aug. 6, the Bicameral Task Force on Climate Change, comprised of certain House and Senate Democrats, issued a report entitled “Implementing the President’s Climate Action Plan: U.S. Department of Energy – Actions the Department of Energy Should Take to Address Climate Change.” The report recommends 20 concrete steps “DOE should take in carrying out President’s Climate Action Plan.” Of note to preference customers, in a section entitled “Maximize the Contribution of Power Marketing Administrations” the report calls for implementation of many recommendations put forth in the Chu Memo regarding transmission line construction to bring solar and wind power to population centers, and development of rates designs that incentivize energy efficiency, demand response, intermittent renewable energy resources, and “the preparation for electric-vehicle deployment.” Regarding energy efficiency, the report calls on DOE to accelerate its work on, and for the Office of Management and Budget to expedite its review of “high priority standards” for “external power supplies” (battery chargers and voltage modification boxes on electrical cords), other appliances, and for manufactured housing. The report also makes recommendation in these other areas:

• Development and deployment of low-carbon energy technologies; • Expansion of the use of energy savings performance contracts; • Reforms in state building codes and utility rate structures; and • Analyzing climate impacts of liquefied natural gas exports.

The Task Force is chaired by House E&C Ranking Member Waxman and Senate Environment and Public Works Oversight Subcommittee Chairman, Sheldon Whitehouse (D-RI). Other members include Reps. Bobby Rush (D-IL) and Earl Blumenauer (D-OR) and Sens. Ben Cardin (D-MD) and Ed Markey (D-MA). The report is significant in that the Administration and many Congressional Democrats continue to push their federal climate agenda. However, given the partisan makeup of the Task Force, Congressional action on these matters is not likely to occur. Separately, House E&C Chairman Emeritus John Dingell (D-MI) sent a July 31 letter to the White House regarding the President’s Climate Action Plan. The letter expresses Dingell’s belief that the Clean Air Act – which he co-authored – “is not the most effective way to regulate greenhouse gases, and legislation to address specifically greenhouse gas emissions is far more preferable.” Further, he wrote that there is a “need for rational conversations that recognize the importance of environmental stewardship while acknowledging that we must have an affordable and reliable energy strategy.” He urges the President to seek “high-level meetings between reasonable representatives of the energy industry, including fossil fuels, nuclear, and renewable sources, as well as congressional leaders on both sides.”

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VIII. Personnel

Former FERC Officials Weigh in for Binz

The battle over President Obama’s nomination of former Colorado Public Utilities Commissioner Ron Binz to be the next FERC chair seems to be accelerating. In an. Aug. 8 letter to the editor of the Wall Street Journal, a bipartisan group of nine former FERC Commissioners criticized the Journal’s sharply worded July 30 editorial on Binz, essentially calling him a radical environmental activist and suggesting that his involvement in Colorado utility legislation was outside the legal scope of his PUC duties. The former Commissioners praised Binz for implementing a Colorado law that in a “balanced decision that closed older, heavier-emitting coal plants while outfitting newer coal plants with emissions controls.” They note that Binz was subsequently vindicated by a reviewing court, which the Journal failed to mention. “The electric and gas industry faces large economic and environmental pressures,” the FERC group wrote. “We need talented, thoughtful regulators protecting consumers and ensuring adequate energy infrastructure is built. Mr. Binz has an impressive 34-year career in energy policy. If the Senate confirms him, we think he will be a fair and impartial judge and further the public interest within the FERC’s authority.” The letter was signed by former Commissioners Vicky Bailey, Linda Breathitt, Nora Mead Brownell, James Hoecker, Joe Kelliher, Suedeen Kelly, Betsy Moler, Clifford Naeve, Donald Santa, Marc Spitzer, Branko Terzic, and Pat Wood III. The Senate ENR Committee is expected to hold a nomination hearing on Binz in September.

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Morgan Meguire LLC

Memorandum

TO: Bill Carnahan, Executive Director FROM: Lori J. Pickford, Executive Vice President DATE: September 9, 2013 RE: September Legislative Report

I. Congressional Overview

Congress returns after a five-week recess, and will postpone consideration of the Shaheen-Portman energy efficiency bill (S. 1392) as lawmakers consider a resolution regarding the conflict in Syria. S. 1392 was primed for immediate consideration upon the Senate’s return, but now it is unclear if there will be adequate floor time, as Congress will need to pass legislation to funding the government past the Sept. 30 end of the current fiscal year. Congress will also need to address the mid-Oct. deadline to increase the federal debt limit. Democratic aides however, remain hopeful that Senate leadership will find floor time for the Shaheen-Portman energy efficiency bill given its broad bipartisan support, and a large coalition of interest groups that do not typically see eye to eye, ranging from environmentalists to the National Association of Manufacturers. The real question will be if Members will resist offering controversial amendments that could bog the bill down or eventually kill it. Or if the Senate becomes engrossed in fiscal issues which may not provide the time needed to debate the Shaheen-Portman measure.

II. Energy Policy

a. Senate Nomination Hearing for FERC Chair Announced The controversy continues to escalate over President Obama’s nomination of Ron Binz, former head of the Colorado Public Utility Commission, to become Chair of the Federal Energy Regulatory Commission (FERC). On Aug. 25, the Wall Street Journal (WSJ) published a second online editorial critical of the Binz nomination, stating that “environmentalists and crony capitalists are teaming up to install their man inside this supposedly independent body…The larger policy context here is that a core goal of the green movement is to pack FERC with commissioners who will expand and use its powers more assertively in the name of global warming, never mind a lack of legal authority,” states the WSJ.

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The new editorial also slammed the bipartisan group of former FERC commissioners who wrote a rebuttal in support of Binz, saying Binz was not an environmental radical, as alleged by WSJ, but would be a fair and impartial judge. “The 12 commissioners offer no evidence for that proposition other than an appeal to their own authority, but that’s not their most notable omission. They somehow forgot to mention that, since their FERC tenure, most of them have taken the revolving door to become lobbyists, strategic advisers, utility executives and white-shoe attorneys with business in front of FERC.” The WSJ also notes that the Green Tech Action Fund of the Energy Foundation has taken the unusual step of hiring a public relations firm, VennSquared Communications, to support the Binz nomination. It remains to be seen whether that will help Binz secure the nomination or create a backlash among Senators. The Senate Energy and Natural Resources (SENR) Committee announced they will hold a nomination hearing on Binz on September 17. Given the controversy, the nomination hearing will be a FERC proxy oversight hearing providing Senators the opportunity to ask questions on a variety of FERC rules and regulations, including FERC Order 1000, among others. Morgan Meguire will attend the hearing and report back to SCPPA on questions from Sens. and also Binz’s response.

b. Hydropower

On Aug. 9, President Obama signed into law “The Hydropower Regulatory Efficiency Act” (H.R. 267), and “The Bureau of Reclamation Small Conduit Hydropower Development and Rural Jobs Act” (H.R. 678). Both bills previously passed the House and Senate with overwhelming bipartisan support. H.R. 267, sponsored by Reps. Cathy McMorris Rodgers (R-WA), Diana DeGette (D-CO), will facilitate the development of small hydropower and conduit projects and direct the Federal Energy Regulatory Commission to study the feasibility of a streamlined, two-year permitting process. H.R. 678, sponsored by Rep. Scott Tipton (R-CO), will authorize the Bureau of Reclamation to contract for the development of small conduit hydropower at Bureau facilities. Wyden and Murkowski introduced on the same day new legislation to remove regulatory obstacles and encourage research and development for hydropower from waves, currents, ocean tides and free-flowing water in lakes and rivers.

c. Energy Efficiency As mentioned above, debate over whether Congress should authorize a military response to Syria’s use of chemical weapons will delay consideration of the Shaheen-Portman energy efficiency bill (S. 1392). Debate on the bill was to resume Sept. 10, but Majority Leader Harry Reid’s (D-NV) office said Sept. 3 that the Syria resolution will be the Senate’s first order of business.

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S. 1392 would strengthen model building codes for new homes and commercial buildings, make changes to the state certification process, and implement a worker training program and onsite technical assistance program for manufacturers seeking energy efficiency opportunities. The bill does not mandate a federal building code, but instead would increase the Department of Energy’s (DOE’s) role in providing technical assistance to building code bodies and expand the type of support that DOE provides to the states. Model building codes and standards would be developed and updated through a consensus process among interested parties, such as the International Energy Conservation Code (IECC). The bill also would provide incentive funding to states that improve and implement building energy codes. S. 1392 would also create a Supply Star program to promote best practices of highly efficient supply chains, as well as implement energy efficiency requirements for the federal government - the largest user of energy in the country. In a recently released analysis by the American Council for an Energy-Efficient Economy, S. 1392 would support 174,000 jobs by 2030. The analysis also estimates that the bill could “save consumers and businesses over $65 billion on their energy bills by 2030.” Sens. Jeanne Shaheen (D-NH) and Rob Portman (R-OH) have worked extensively over the August recess, along with Senate Energy and Natural Resources Committee Chairman Ron Wyden (D-OR) and Ranking Member Lisa Murkowski (R-AK), to reach agreement on amendments to the bill to help ensure its passage. Once the Senate votes on the Syria resolution, we hope they will resume consideration of the Shaheen- Portman energy efficiency bill, but it is possible fiscal matters may trump its consideration.

d. Nuclear Waste In a 2-1 decision on Aug. 13, the D.C. Circuit Court of Appeals ordered the Nuclear Regulatory Commission (NRC) to resume its review of the Yucca Mountain licensing application. “Unless and until Congress authoritatively says otherwise or there are no appropriated funds remaining, the Nuclear Regulatory Commission must promptly continue with the legally mandated licensing process,” Circuit Judge Brett Kavanaugh wrote for the majority. On Sept. 10, the House Energy and Commerce Subcommittee on Environment and the Economy will hold a second hearing but this time it will focus on the Administration’s plans to respond to the D.C. Circuit Court of Appeals decision and whether NRC to resume its review of the licensing application for Yucca Mountain to potentially become the country’s permanent nuclear waste storage site. DOE & NRC will testify on whether they will resume the Yucca license application as directed by the court given that there is limited funding available to do so. On legislation, there has been some movement in position lately among some House Republicans, including former full Committee Chairman Joe Barton (R-TX), who recently expressed support for interim storage sites hosted by willing hosts. How other Republicans react to this movement remains to be seen. If the House is willing to consider legislation addressing

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both an interim and permanent storage sites, it could prove positive for advancing a comprehensive spent fuel bill this Congress.

III. Cyber Security In the Senate, under new leadership the Commerce Committee passed a bill prior to the August recess that focused on codifying the White House approach being developed by NIST, strengthens cyber research and development, and also public awareness. On July 29, a group of 13 electric sector organizations including APPA, LPPC, NRECA, the Edison Electric Institute, and Nuclear Energy Institute sent a joint letter to Senate Commerce Committee Chairman John Rockefeller (D-WV) and Ranking Member John Thune (R-SD), authors of the “Cybersecurity Act” (S. 1353). In a bipartisan vote, the bill passed the Senate Commerce Committee with support from the electric sector coalition and the U.S. Chamber of Commerce. Particularly pleasing to the electric sector was language included in the bill that states that it would not duplicate or conflict with existing standards – such as the current NERC-FERC cyber standards applicable to the Bulk Electric System. Now we wait to see what the two remaining Committees will do in the Senate; the Intelligence Committee that has to thread the needle on privacy versus providing needed information & the Homeland Security Committee, because they wanted a mandatory program with Homeland Security in the driver’s seat. Nevertheless, its good news for SCPPA members as it appears at least on this issue, Congress and the Administration are getting pragmatic in their approach.

a. NIST Releases Preliminary Cyber Framework On Aug. 28, NIST issued a “Discussion Draft of the Preliminary Cybersecurity Framework,” as directed by the President’s Executive order of Feb. 12, 2013. That order directs NIST to develop a voluntary, risk-based cybersecurity Framework that is “prioritized, flexible, repeatable, performance-based, and cost-effective,” in partnership with owners and operators of critical infrastructure. The Preliminary Framework will be discussed at a NIST workshop (its fourth) on Sept. 11-13 at the University of Texas at Dallas. A Final Framework is due within one year of the issuance of the order. In a cover message to senior executives of owners and operators of critical infrastructure, the drafters say the Preliminary Framework “provides a common structure for managing cybersecurity risk, and will help you identify and understand your organization’s dependencies with its business partners, vendors, and suppliers. In doing so, it will allow you to coordinate cybersecurity risk within your industry and sector for the delivery of critical infrastructure services.”

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The message acknowledges that different entities will make different decisions on how to manage cybersecurity risk. “The Framework is intended to help each organization manage cybersecurity risks while maintaining flexibility and the ability to meet business needs.”

IV. Derivatives Reform APPA, SCPPA and others have been pursuing a legislative fix to correct the sub-threshold in a rule promulgated by the Commodity Futures Trading Commission (CFTC) that has made market participants wary of transacting with municipal utilities. On June 12, the House unanimously passed the “Public Power Risk Management Act” (H.R. 1038), which would resolve municipal utilities’ concerns about the “sub-threshold” issue, after hearing these concerns from APPA members at the March Rally. The bill would clarify that operations-related swaps with municipal utilities do not count towards the threshold that determines the volume of swaps an entity can enter into without triggering Swap Dealer registration. On the Senate side, Senate Agriculture Committee Chair Debbie Stabenow (D-MI) and Ranking Member Thad Cochran (R-MS) are weighing whether to move forward with reauthorization of the CFTC. Such a bill would be a vehicle for language similar to H.R. 1038. Both Senators and other members of the committee are sympathetic to the public power fix, but many are skeptical of whether a reauthorization bill can pass given strong opposition to other areas of the Dodd-Frank Act. An alternative, which would be less controversial, would be to pass a “one line” bill merely extending the CFTC’s current authorities.

V. Municipal Finance House and Senate tax committee chairmen continue to publicly state their support for moving a tax reform bill, but momentum is starting to wane as the road ahead remains difficult. On June 26, Senate Finance Committee Chairman Max Baucus (D-MT) and Committee Ranking Republican Orrin Hatch (R-UT) proposed a “blank slate” approach – assuming all tax deductions, exclusions, and credits are eliminated, they asked Senate colleagues to send proposals to the committee for any provision those Senators wanted to retain or amend. The Baucus/Hatch letter to colleagues concluded, “Our tax code is bloated and outdated. The income tax was established a century ago, in 1913. And it has been a generation since our last tax reform in 1986. As Chairman and Ranking Member of the Finance Committee, we are determined to complete tax reform this Congress.” The approach was not particularly successful in eliciting responses from Senators, despite promises from Baucus and Hatch that their written requests would not be released to the public for 50 years. However, many outside groups weighed in on their priorities, including APPA and the Public Finance Network with a letter supporting the interest exclusion for municipal bonds.

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The “blank slate” approach may not ultimately be the one Members of Congress embrace, but it demonstrates that no tax break is sacred and everything – including municipal bonds – is on the table. VI. Climate Change In June, the President laid out an ambitious climate action agenda for his second term. The new climate strategy departs from the President’s previous efforts in an important way – it consists of initiatives that can be carried out by the Executive branch without authorization from Congress. Obama’s previous attempts to enact cap-and-trade legislation, early in his presidency, and a later push for a federal Clean Energy Standard, either met overwhelming congressional opposition or failed to take off at all. The biggest and most controversial piece of his Climate Action Plan directs the Environmental Protection Agency (EPA) to issue greenhouse gas (GHG) rules for both new and existing power plants. This will have significant implications for the electric power sector and its consumers – with respect to both coal- and natural-gas-fueled power plants. Other parts of the agenda could impact utility demand response programs. EPA was already under a court order to promulgate GHG emissions standards for new and existing power plants, but it had backed off efforts to do so. The agency missed an April deadline to finalize standards for new plants, but Obama’s announcement made the timeline for both rules crystal clear: the new source rule is due in September, 2013, with the existing source rule due next June, 2014. Other directives in the plan will be administered by relevant federal agencies. For example, the plan proposes to increase renewable energy development by directing the Department of the Interior to permit 10GW of new renewables on public lands. The Defense Department is directed to deploy 3GW of renewable energy on military bases, including solar, wind, biomass, and geothermal energy. Further, the plan directs federal agencies to work together to streamline siting, permitting, and review processes for transmission projects across federal, state, and tribal governments. Lastly, the President’s climate plan also includes a directive to the DOE to set standards for additional large appliances, and to increase energy efficiency in commercial and industrial buildings. Based on the problems distribution utilities are having with DOE’s proposed revision to a hot water heater standard, utilities may find themselves facing additional challenges to retail energy efficiency and demand response programs if standards shift customers to appliances that do not respond to utility signals. For example, many utilities are now able to minimize consumer costs by turning off electric resistance water heaters remotely during peak demand. In 2010, DOE issued a new efficiency standard requiring large heaters to switch to heat pump technology instead of electric resistance – a change that would render the appliances ineffective for demand response purposes.

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After groups like APPA and NRECA weighed in with DOE on the importance of these heaters, for demand response, DOE established a one-year waiver program for heaters used in demand response programs. Unfortunately, the short time frame and uncertainty do not provide utilities with a viable, long-term demand response strategy. NRECA is urging Congress or DOE to provide a categorical exclusion or longer exemption from the efficiency standards, but the outcome of this effort is unclear. There are efforts to have such an exclusion added as an amendment to the Shaheen Portman bill under consideration in the Senate. While the EPA’s new and existing source emissions standards have received the most attention to date, actions by other federal agencies to advance the President’s climate change agenda should be monitored carefully for their impact on distribution utilities and the consumers they serve.

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Page 1 of 4

MONTHLY REPORT State Advocacy August/September

I. Legislative Updates a. BILLS WITH A POSITION

AB 8 (Perea) – extension of AB 118/Moyer program Status: Senate Floor – Third Reading SCPPA Position: SUPPORT AB 1073 (Torres) -- universal insignia for utility workers to assist with access in emergency situations Status: 2 year bill SCPPA Position: SUPPORT AB 1077 (Muratsuchi) – sales tax exemption for alt fuel vehicles Status: Held on Assembly Appropriations Committee suspense file. SCPPA Position: SUPPORT AB 1190 (Bloom) – hazardous waste transport by utilities Status: 2 year bill SCPPA Position: SUPPORT

AB 1257 (Bocanegra) – new reporting requirements regarding natural gas in the IEPR and recognition that natural gas is a vital part of meeting GHG reduction goals Status: Senate Floor – Third Reading. SCPPA Position: SUPPORT

AB 1258 (Skinner) – study of potential use of existing pumped storage facilities for renewable integration Status: 2-year bill Position: OPPOSE

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AB 1295 (Hernandez) – requirement to include community renewables option as part of our FiT’s Status: 2 year bill SCPPA Position: NEUTRAL

SB 11 (Pavley) – same as AB 8, extension of AB 118/Moyer program Status: Assembly Floor – Third Reading. SCPPA Position: SUPPORT

SB 605 (Lara) – Scoping Plan revision, in state protocols Status: Held on Assembly Appropriations Suspense File - 2 year bill. SCPPA Position: OPPOSE

SB 691 (Hancock) – increased penalties for air quality violations Status: Assembly Floor – Third Reading. SCPPA Position: OPPOSE SB 767 (Lieu) – modification of biomethane flow date from 4/1/14 to January 31, 2015. Status: 2 year bill. SCPPA Position: SUPPORT

b. WATCH BILLS AB 177 (VM Perez) – new requirement to procure all available EE, DR and renewables Status: Now a 2 year bill with conversations to continue on the topic via Asm. Perez’s Select Committee. SCPPA Position: Watch with Concerns AB 327 (Perea) – IOU rate reform bill Status: Assembly Floor pending concurrence SCPPA Position: WATCH – ensure changes do NOT apply to muni’s AB 340 (Bradford) – requires all EPIC grants to comply with GO156 Status: Senate Floor – Third Reading. SCPPA Position: WATCH AB 792 (Mullin) – UUT exemption for solar Status: Assembly for Concurrence SCPPA Position: No position – being OPPOSED by CMUA and individual muni’s

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AB 793 (Gray) – RPS requirements for POUs with 50% hydro Status: Senate – Placed on Inactive File on 9/3 (Partner bill SB 591 was Enrolled) SCPPA Position: WATCH AB 1079 (Bradford) – provides framework for local governments to collaborate with IOUs/POUs for the development of energy management plans Status: 2 year bill – Held in Senate Appropriations. SCPPA Position: Watch with Concerns SB 591 (Canella) – same as AB 793, RPS requirements for POUs with 50% hydro Status: Enrolled. SCPPA Position: WATCH SB 804 (Lara) – defines “biomass” and “biomass conversion” technologies Status: Assembly Floor – Third Reading. SCPPA Position: WATCH

c. Fracking Bills

A single fracking bill remains active this year, SB 4 (Pavley), which is awaiting action on the Assembly Floor. The bill would establish a comprehensive regulatory program for oil and gas well stimulation treatments (e.g., hydraulic fracturing), which includes, among other things, a study, the development of regulations, a permitting process, and public notification and disclosure. The bill is opposed by an interesting mix of business groups, oil and gas interests but also some environmental groups.

II. Other Legislative Action

a. California Energy Commissioners David Hochschild and Karen Douglas (reappointed) were both confirmed by the Senate on August 30, 2013 on a vote of 37-0.

III. Meetings/Events

a. CMUA Legislative Committee SCPPA members and advocates continue to actively participate and offer information and insight into proposed positions during CMUA’s monthly legislative committee.

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b. SCPPA Fall Tours

Planning for the SCPPA staff and member tours continues. We have confirmed 12 staff members will attend and are expecting additional staff to register once Session wraps up. The sub-committee planning the tours will continue to develop details for the program.

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NOTICE OF MEETING Magnolia Power Project Coordinating Committee

NOTICE IS HEREBY GIVEN by the undersigned, as the Executive Director of the Southern California Public Power Authority that a meeting of the Magnolia Power Project Coordinating Committee is to be held as follows:

The following matters are the business to be transacted and considered by the Committee: 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. Approval of Minutes The Committee will be requested to approve the minutes of their meeting held on May 16, 2013.

3. Approve a $13K Settlement with South Coast Air Quality Management District The Committee will consider approval of a Settlement Agreement with the South Coast Air Quality Management District for the Magnolia Power Plant’s self-reported administrative violations of RECLAIM and Rule 218.1.

4. CLOSED SESSION

• CONFERENCE WITH LEGAL COUNSEL—ANTICIPATED LITIGATION. Significant exposure to litigation pursuant to paragraph (2) or (3) of subdivision (d) of Section 54956.9: (Specify number of potential cases) (one potential case).

Dated: September 11, 2013

_______________________________________

BILL D. CARNAHAN Executive Director


Date: September 19, 2013

Time: 10:00 a.m. Place: Southern California Public Power Authority

1160 Nicole Ct. Glendora, California 91740 (626) 793-9364

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SETTLEMENT AGREEMENT This Settlement Agreement (Agreement) is entered into by and between the CITY OF BURBANK

(BURBANK), a municipal corporation of the State of California, pertaining to the Burbank Water and Power, in its capacity as the operating agent for Southern California Public Power Authority (SCPPA) with respect to the Magnolia Power Project (SCAQMD Facility ID #128243), located at 110 W Magnolia Boulevard, Burbank, CA 91502 and the South Coast Air Quality Management District (District or SCAQMD) (collectively referred to as “Parties” or individually as “Party”).

RECITALS

A. The District is a political subdivision of the State of California created by the legislature to exercise responsibility for comprehensive air pollution control within Orange County and designated portions of Los Angeles, Riverside, and San Bernardino Counties, with its headquarters located at 21865 Copley Drive, Diamond Bar, California 91765-0940.

B. SCPPA owns, and Burbank, as operating agent for SCCPA, operates, the Magnolia Power Project (“Facility”) within the District’s jurisdiction and subject to the District’s regulations.

C. SCPPA was issued a Title V Permit for the Facility, and it is also a cycle 1 RECLAIM facility. Among other things, the RECLAIM program requires submission of a Quarterly Certification of Emissions Report (“QCER”) to monitor, report, and document the Facility’s quarterly SOx and NOx emissions.

D. District Rule 218.1 provides, in pertinent part, that the Facility must report concentrations of CO that are less than 10% of full span range at 10% full span range and, until May 4, 2012, conduct daily calibrations when the unit of the Facility was off-line. District Rule 218.1 adopted May 14, 1999 (current version amended May 4, 2012).

E. District Rule 2004(b)(2) specifies the QCER shall be certified for accuracy by the highest ranking management official with responsibility for operation of equipment subject to the Facility Permit. The QCER shall be calculated as required by Rules 2011 - Requirements for Monitoring, Reporting and Recordkeeping for Oxides of Sulfur (SOx) Emissions, and 2012 - Requirements for Monitoring, Reporting and Recordkeeping for Oxides of Nitrogen (NOx) Emissions, and Facility Permit conditions applicable to the facility.

F. District Rule 2004(b)(4) specifies quarterly emissions reporting and certification requirements applicable to each RECLAIM facility, including requirements to calculate the Facility's total emissions for the quarter and to reconcile these emissions by holding sufficient RECLAIM Trading Credits (“RTCs”) to ensure the emissions do not exceed the RTC holding.

G. District Rule 2004(e) prohibits submission of an inaccurate QCER, any QCER determined by the Executive Officer to be inaccurate, shall constitute a violation of this rule, unless the report was corrected by the Facility Permit holder in accordance with the requirements of paragraph (c)(1).

H. District Rule 2004(f)(1) provides, in pertinent part, that a Facility Permit holder operating under the RECLAIM program, shall, at all times, comply with all rules and permit conditions applicable to the facility, as specified in the Facility Permit.

I. In March 2012, BURBANK self-reported that it reported carbon monoxide (CO) analyzer values at less than 10% of range and the stack flow bias adjustment factors were not updated for the September 28, 2009, September 20, 2010, and April 7, 2011 Relative Accuracy Test Audits (RATA).

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J. The alleged violations and matters which are the subject of this Agreement are limited to the following specific self-reported violations and items, beginning on or about 2007 and continuing until November 2012:

1. Submitting inaccurate QCERs from January 1, 2007 through December 31, 2011.

2. Failing to update stack flow rate bias adjustment factors (BAF).

3. Failing to report concentrations of NOx and CO replacement values of 10% full span range (FSR).

4. The data acquisition handling system (DAHS) failed to substitute data using missing data procedures (MDP) when the unit was off-line and the continuous emissions monitoring system (CEMS) was in maintenance, emissions data was not being flagged as invalid.

5. The DAHS failed to apply missing data procedures when the CEMS was in maintenance for over 4 hours.

6. When the unit was off-line, daily calibrations were missed on the following days:

a. January 1, 2011 through January 10, 2011.

b. January 12, 2011 through January 24, 2011.

c. April 18, 2010 through April 26, 2010.

d. June 22, 2010.

e. December 28, 2010 through December 31, 2010.

f. March 5, 2009 through March 26, 2009.

g. June 10, 2009 through June 15, 2009.

7. The emission factor used to calculate mass CO emissions in the Annual Emissions Report was not based on CEMS data.

8. Incorrect MDP applied from April 1-7, 2011, the RATA due in the first quarter of 2011, was not performed until April 7.

9. Duct burner percent availability was not calculated based on duct burner operating hours; instead availability was calculated based on combustion turbine operating hours.

10. Incorrect MDP were applied substituting the maximum 30 day NOx concentration, instead of using the 1N procedure, in cases where sufficient valid hourly averages were available.

11. Invalid data was used to calculate hourly average emissions, when the unit was not operating; data points obtained during calibrations, or when the CEMS was not operating, were averaged into the hourly mass emission calculations. These data points were not valid and should not be used to calculate the hourly average.


K. No other violations or civil penalties are resolved by this Agreement. Nothing in this Agreement shall be construed to limit or excuse BURBANK’s duty to comply with its permits, plans, and with all applicable laws and regulations with regard to its operation of the Facility.

IT IS THEREFORE AGREED:

AGREEMENTS

NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual covenants, agreements, and releases set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the following:

1. Effective Date. The effective date of this Agreement shall be the date upon which the last Party executes it.

2. Civil Penalty. BURBANK agrees to pay a $13,000 monetary penalty to the District to resolve the civil penalties for the specific self-reported violations alleged in Recital J, no later than September 30, 2013. The payment shall be in the form of a check made payable to the South Coast Air Quality Management District and shall be mailed to

Nicholas A. Sanchez Senior Deputy District Counsel South Coast Air Quality Management District Office of the General Counsel 21865 Copley Drive Diamond Bar, CA 91765-0940

3. General Release. Upon the full complete and timely performance of the obligations in Section 2 agreed to by BURBANK in this Agreement, the Parties do hereby mutually release the other and its officers, directors, agents, employees, servants, contractors, attorneys, shareholders, affiliates, successors-in-interest, predecessors-in-interest, parents, and assigns from any and all monetary and equitable claims of any kind, such as civil penalties, attorney fees, costs, damages of any kind or nature whatsoever, relating to or arising out of the violations/claims identified in the recitals set forth in this Agreement. Nothing in this agreement shall be construed to waive or limit any fees assessed pursuant to District Regulation III or any RECLAIM allocation reduction that is imposed pursuant to District Regulation XX.

4. Compliance with Existing Laws and Regulations. Nothing in this Agreement shall be construed to limit or excuse BURBANK’s duty to comply with its Permits and with all applicable laws and regulations with regard to the operation of the Facility.

5. Remedies for Breach. In the event that BURBANK fails to timely make the payments required by paragraph 2 above, or fails to comply with any other material obligation required in Section 2 by this Agreement, the District has the right to elect to deem this agreement null and void and commence and prosecute litigation based upon the self-reported violations alleged in Recital J, and the District shall be entitled to seek all appropriate relief, including civil penalties and other remedies such as injunctions to the maximum extent allowable under the law.

6. Warranty of Authority. Each of the parties hereto represents and warrants that it has the full power and authority to enter into this Settlement Agreement and that the signatories to the Agreement have been duly authorized to execute the Agreement on behalf of the entities identified below.


7. Successors and Assigns. This Agreement shall be deemed to obligate, extend to, and inure to the benefit of the Parties to the Agreement, and the legal successors, assigns, transferees, grantees, and heirs of each such Part, including those who may assume any or all of the capacities described herein.

8. Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to specific matters covered by this Agreement, and no other agreements, statements or promises made by any party or made to any employee, officer or agent of any party, shall be valid or binding with respect to said matters. This Agreement supersedes all prior proposals, agreements, and understandings between the Parties and may not be changed or terminated orally, and no change, termination, or attempted waiver of any of the provisions hereof shall be binding unless in writing and signed by the Party against whom the same is sought to be enforced.

9. Recital Incorporation. The Recitals are made a part of this Agreement as if they were fully written herein.

10. Enforceability. Nothing herein shall be deemed to limit or preclude the right of the District to seek civil penalties, injunctive or any other legal or administrative relief allowed by law for any other violations of District rules or any other applicable regulations or law.

11. No Party Deemed Drafter. The Parties acknowledge that the terms of this Agreement are contractual and are the result of negotiations between the Parties and their respective counsel. Each Party and their respective counsel cooperated in the drafting and preparation of this Agreement.

12. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, unlawful, void or unenforceable, then such provision shall be enforced to the extent that it is not illegal, invalid, unlawful, void, or unenforceable, and the remainder of this Agreement shall continue in full force and effect.

13. Forum. The validity, construction and performance of this Agreement shall be governed by the laws of the State of California, regardless of the choice-of-law provisions of California or any other jurisdiction

14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same document. The Parties may execute and deliver this Agreement by transmitting an authorized signature by fax or .pdf, and copies of this Agreement signed and delivered by means of faxed signatures or signatures in a .pdf document shall have the same effect as copies executed and delivered with original signatures.

15. Notices. All notices, requests, and other communications which may be given under or concerning this Agreement shall be made in writing and shall be deemed to have given when received. In each case notice shall be sent to:

For BURBANK WATER AND POWER:

Fredric C. Fletcher Assistant General Manager Power Supply Division Burbank Water and Power 164 West Magnolia Boulevard, P.O. Box 631 Burbank, CA 91503-0631


For the SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT:

Nicholas A. Sanchez Senior Deputy District Counsel South Coast Air Quality Management District Office of the General Counsel 21865 Copley Drive Diamond Bar, CA 91765-0940

IN WITNESS THEREOF, the Parties have executed this Agreement by their duly authorized

representatives as of the date set forth below their respective signatures.

SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT

BURBANK WATER AND POWER as operating agent for the SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY with respect to the Magnolia Power Project

By: __________________________________

By: __________________________________

Name: Nicholas A. Sanchez Title: Senior Deputy District Counsel

Name: Title:

Dated: _________________, 2013

Dated: __________________, 2013


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Documents

members.scppa.orgmembers.scppa.org/WebLink/0/edoc/3832/Board Agenda_09-19-2013.pdf · Table of Contents Agenda 3 Minutes Minutes - 7-18-13 7 Monthly Investment Report Monthly Investment