Presentation on PG&E Asset Acquisition - FEBRUARY 18, 2021 - TuoCo
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PG&E Plans for Asset Disposition • Several years ago PG&E initiated a program to dispose of underperforming assets for the benefit of its ratepayers • Disposition has taken several forms: o Sale to a local, and logical buyer (e.g. TUD) o Advertising for sale to any interested party o Surrender license • PG&E has successfully transferred several facilities (Chili Bar, Merced Falls, Deer Creek, Narrows 2, etc.), mostly to logical local buyers • Several more facilities are in process of transfer, several to interested non-utility or private parties 2/18/2021 2
Options Explored by TUD • PG&E is interested in divesting the Phoenix Project, plus Strawberry Dam/Pinecrest Reservoir o These assets make the most business sense as water supply focused, rather than generation-focused assets o Offering first to TUD • Initial discussions 2016 • TUD & PG&E explored several variants, including Phoenix only, all of the Spring Gap – Stanislaus system, and Phoenix + Strawberry/Pinecrest • A Phoenix + Strawberry/Pinecrest assets transaction best meets the mutual objectives of TUD and PG&E 2/18/2021 3
Assets Included in Transaction 1. Phoenix System o Phoenix facilities, including Lyons Dam & reservoir, Tuolumne Main Canal & Phoenix Powerhouse, plus o Associated real assets (lands, roads, easements) o Water rights associated with the Phoenix Project o FERC license plus other operational authorities 2. Strawberry Dam and Pinecrest Reservoir o Strawberry dam and Pinecrest reservoir, o Additional water rights and regulatory authorities o Real assets (lands, roads, easements) associated with Strawberry/Pinecrest 2/18/2021 4
Water Rights Assets • Pre-1914 Rights o Statement 993: Priorities 1856 and 1911, for storage at Pinecrest Reservoir o Statement 995: Priority 1851, Direct diversion of 52 cfs into the Tuolumne Main Canal year-round o Statement 9036:Priority 1897, for storage of 839 AF in Lyons Reservoir • 1928 Rights o License 1542: Priority 1928, for increased storage at Lyons (up to 5,508 AF) o License 1541: Priority 1928, for hydro power generation at the Phoenix Powerhouse 2/18/2021 5
Obligations for TUD Associated with Assets • Lyons and Strawberry dams o New operational and maintenance paradigm for TUD o Extensive history, and regulatory ‘playbook’ available • Tuolumne Main Canal o Addition to TUD’s already extensive canal and flume operations • Phoenix Powerhouse o New commodity (power) instead of water o On the order of complexity of TUD’s water and wastewater processing facilities • Associated lands, roads and facilities o Addition to TUD’s current inventory • Additional communication and control infrastructure o Expansion of TUD’s current systems 2/18/2021 6
Obligations to be Acquired (cont.) • Regulatory Obligations o FERC (licenses), SWRCB (401, water rights), USFS (conditional use and FERC-required) • Obligation Categories: o Operational: minimum instream flows, ramping rates, reservoir elevation targets o Monitoring: dams, and monitoring of impacts of project operations on fish, vegetation, or wildlife o Maintenance: Dam, canal and road maintenance in conformance with FERC, USFS and other requirements o Safety: Dam and fire safety o Notification & Reporting: both routine and incident reporting o Recreation: Particularly associated with Lyons and Pinecrest Reservoirs 2/18/2021 7
Costs & Revenues • PG&E Cost Information is proprietary and protected under confidentiality during negotiations • Revenues from power generation will not be sufficient to cover the cost of operations • Revenue from other sources (e.g. water rate increase, or a tax or assessment of some type) will be necessary • Further exploration of revenue options will be undertaken in the coming months 2/18/2021 8
Transaction Process Part 1 (12 months): Mostly Completed • Term Sheet w PG&E (executed 12/2019) • Initial Due Diligence by District, to verify costs & obligations Part 2: (12 months): underway • Purchase & Sale Agreement (PSA) w PG&E: underway • Prop 218 Process (includes general TUD needs): undertake in 2021 • Additional Diligence by District as needed: in parallel with PSA Part 3: (18 months): after PSA Agreement completed • Approvals by FERC and CPUC • Transaction closing activities (real estate closing) • Hiring, contracting, training, commence transition to District operations 2/18/2021 9
Transition • After the PSA is executed, it is submitted to the CPUC for approval • After CPUC approval, closing activities will include: • Transfer of various permits and licenses • CAISO interconnection and power sales arrangements • TUD to acquire staff and equipment • Real estate closing (including property, easements, roads, etc.) • SCADA and communications cut over • Establish Board policies regarding operations, financial reserves, etc. 2/18/2021 10
Process Status and Schedule DRAFT - SUBJECT TO REVISION Key Dates and Milestones Phoenix/Pinecrest Transaction 2021 2022 2023 Task 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 Transaction Develop PSA PG&E Separation of Facilities CAISO NRI FERC and CPUC Final Closing FERC Processes Phoenix Final License Application === Post FLA tasks === === === === === === === === === === === === === === === === === === === === === === === === === === === === Pinecrest Storage License Process Due Diligence Tasks: Financial Update Pre-Purchase Inventory & Insp. Dam Safety Update 218 Rate Process Develop Detailed Costs Community Outreach 218 Protest Period 218 Rates Adopted 2/18/2021 11
Presentation on PG&E Asset Acquisition FEBRUARY 18, 2021 For more information visit: https://tuocoourwater.com/ 2/18/2021 12
United States Bureau of Reclamation Contract for Water from the Central Valley Project (New Melones) OPPORTUNITY TO DIVERSIFY TUOLUMNE COUNTY WATER SUPPLY FEBRUARY 18, 2021 2/18/2021
United States Bureau of Reclamation CVP Contract Central Valley Project initiated in 1935 New Melones project authorized in 1940s and completed in 1979 USBR currently unable to issue new water service contracts for New Melones water, with the exception of TUD. TUD is considered by federal legislation an “in-basin” priority user Amount of water being sought Water Needs Assessment County General Plan Quantity will lead to Basis of Negotiation (BON) BON two year time limit CEQA and NEPA compliance during BON Quantity of water sought will influence total costs to secure contract 2/18/2021
Diversified Water Sources PG&E Rights limited to the South Fork of the Stanislaus. Watershed of approximately 107 square miles Other dry year sources are limited New Melones storage of 2.4 million acre-feet Watershed of approximately 997 square miles 2/18/2021
Access to the Water Utilization of an existing pumping facility Distribution limited to a portion of TUD’s ditch system Could be used to offset water demands Water would not always be available at the pumping facility Vulnerability still present during extreme or extended droughts 2/18/2021
Map of Facilities 2/18/2021
Estimated Costs Agriculture water = $35/AF M&I = $60/AF Environmental Restoration = $10/AF The ER charge is added to both agriculture and M&I. If a contract includes both Ag/M&I, then the M&I rate is the total charge. Pumping Costs Electricity Costs of approximately $193/AF 2/18/2021
Objectives Supplemental o Emergency: fire, MTC failure, etc. o Drought o Climate change o Future County needs Flexibility o Ditch outage supply o Maintenance supply o Reduce stress on upper system Timeline o Expect to execute within 2-3 years 2/18/2021
United States Bureau of Reclamation Contract for Water from the Central Valley Project (New Melones) OPPORTUNITY TO DIVERSIFY TUOLUMNE COUNTY WATER SUPPLY FEBRUARY 18, 2021 QUESTIONS? 2/18/2021
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