RESOLUTION NO

Transcription

1 RESOLUTION NO RESOLUTION OF" THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY, APPROVING THE FEDERAL PARTICIPATION AGREEMENT FOR THE LOWER COLORADO RIVER MULTI- SPECIES CONSERVATION PROGRAM ON BEHALF OF THE FOLLOWING SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MEMBERS: THE CITIES OF ANAHEIM, AZUSA, BANNING, BURBANK, COLTON, GLENDALE, PASADENA, RIVERSIDE AND VERNON, AND AUTHORIZING, APPROVING, AND TAKTNG RELATED ACTIONS APPROPRIATE TO THE PARTICIPATION BY THE SOUTHERN CALJFORNIA PUBLIC POWER AUTHORITY ON BEHALF OF THESE MEMBERS IN THE LOWER COLORADO RIVER MULTJ-SPECIES CONSERVATION PROGRAM. 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 Southern California Public Power Authority 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 Arca Powcr Administration 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 47,83, dated November 2, 1985); and WHEREAS, the cities of Anaheim, Azusa, Banning, Burbank, Colton, and Riverside participate in and take energy under contracts awarded by the Western Area Power Administration as Hoover Power Prqject, Schedule R Participants under the SCPPA Hoover Uprating Project pursuant to the Hoover Powerplant Act of 1984 and the regulations promulgated thereunder; and WHEREAS, the entitlement to capacity and energy held by the cities of Anaheim, Azusa, Banning, Burbank, Colton, and Riverside through the contracts awarded by the Western Area Power Administration, has in turn been assigned to the Southern California Public Power Authority (SCPPA) as part or the Authority's IIoover Uprating Project in return for the Authority's providing advance payments for capacity and associated firm energy on behalf of each such Hoover Uprating Project participant, to the Bureau of Reclamation pursuant to the Hoover Participant Agreements; and

2 WHEREAS, the cities of Burbank, Glendale and Pasadena receive energy pursuant to the federal Hoover Power Project legislation and the regulations promulgated thereunder, through contracts awarded by the Western Area Power Administration as direct participants in both Schedule A and Schedule B, and the City of Vernon receives energy pursuant to the Hoover Powerplant Act of 1984 directly as a Schedule B participant; and WHEREAS the Los Angeles Department of Water and Power has received energy, pursuant to the original Boulder Canyon Project Act of 1928 as later amended and modified, as a Schedule A participant only, and has expressed its desire to separately enter into arrangements with respect to the Lower Colorado River Multi-Species Conservation Program directly with the involved agencies and the federal government; and WHEREAS, the Hoover Dam is a multipurpose Project, encompassing the concept of river and flood control, water conservation for municipal purposes, irrigation and power generation, recreation, fish and wildlife preservation and other purposes; and WHEREAS, to assure the continued operation of the Hoover Dam, it will be necessary that the facility continue to be fully in compliance with the federal Endangered Species Act; and WHEREAS, over the course of the past several years, federal, state and local agencies from California and surrounding states, as well as water users, power users and Indian tribes, have undertaken efforts to develop an extensive and lar reaching environmental project, culminating in the development of the Lower Colorado River Multi-Species Conservation Program (LCR MSCP), a multifaceted conservation plan for the lower Colorado River; and WHEREAS, the Hoard of Directors of the Southern California Public Power Authority desires to approve the Federal Participation Agreement for the LCR MSCP on behalf* of thc cities of Anaheim, Azusa, Burbank, Banning, Colton and Riverside, which are members of the Southern California Public Power Authority Hoover Uprating Project and on behalf, as well, of the city of Burbank, as a Schedule A participant in its own right, and on behalf of the cities of Pasadena, Glendale and Vernon, which are also Schedule A andlor Schedule B participants in their own right; and WHEREAS, the Board desires to approve the Authority's participation, on behalf of the cities of Anaheim, Azusa, Banning, Burbank, Colton, Riverside, Glendale, Pasadena, and Vernon, in the Project to implement the LCR MSCP on behalf of these members receiving powcr from the Hoover Powerplant, and to provide the resources necessary to defray those costs of the IXR MSCP which are allocated pursuant to the Federal Participation Agreement to thc herein referenced members of the Southern California Public Power Authority, all of whom receive power from the Hoover Powerplant. NOW THEREFORE BE IT RESOLVED by the Board of Directors as follows: 1. The Board of Directors hereby approves the Federal Participation Agreement for the Lower Colorado River Multi-Species Conservation Program, on behalf of thc following SCPPA members receiving power from the Hoover Powerplant: the Cities of Anaheim, Azusa, Banning, Burbank, Colton, Riverside, Glcndale, Pasadena and Vernon.

3 2. The Board of Directors hereby authorizes the Executive Director to execute the Federal participation agreement and to carry out those actions necessary or appropriate to SCPPA's participation in the Lower Colorado River Multi-Species Conservation Program, on behalf of the following SCPPA members receiving power from the Hoover Powerplant: the Cities of Anaheim, Azusa, Banning, Burbank, Colton, Riverside, Glendale, Pasadena and Vernon. 3. The Board of Directors hereby authorizes, approves and appropriates those funds in the mounts cstablished by the Federal Participation Agreement which are necessary to discharge SCPPA's payment obligation with respect to participation in the Lower Colorado River Multi-Species Conservation Program, on behalf of the following SCPPA members receiving power from the Hoover Powerplant: the Citics of Anaheim, Azusa, Banning, Burbank, Colton, Riverside, Glendale, Pasadena and Vernon. 4. The Board of Directors hereby authorizes the billing and collection as set forth herein of those amounts called for by the Federal Participation Agreement which are necessary to discharge SCPPA's payment obligation for its participation in the Lower Colorado River Multi-Species Conservation program, on behalf of the following SCPPA the members receiving power from the Hoover Powerplant: the Cities of Anaheim, Azusa, Banning, Burbank, Colton, Riverside, Glendale, Pasadena and Vernon. 5. The Board of Directors hereby provides for an additional contribution to the General Fund. Such additional contribution shall be allocated among the Cities of Anaheim, Azusa, Banning, Burbank, Colton, Glendale, Pasadena, Riversidc and Vernon in accordance with each such city's cumulative Schedule A and Schedule B total generation and entitlement share to energy and capacity from the Hoover Powerplant. Such an additional contributions: a. shall be solely for the purpose of paying costs and expenses incurred by the authority with respect to the Lower Colorado River Multi-Species Conservation Program and 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

4 shall be in such amounts as necessary to satisfy the respective shares of the obligations of the cities of Anaheim, Azusa, Banning, Burbank, Colton, Glendale, Pasadena, Riverside, and Vernon under the Federal Participation Agreement in accordance with each respective city's cumulative Schedule A and Schedule B total entitlement to energy and capacity from the JIoover Powerplant as set forth in the following schedule: Anaheim Azusa Banning Burbank Colton Glendale Pasadena Riverside Vernon MWHs Schedule A 18,183 58,191 49,912 MWHs Schedule B 44,69 1 4,293 1,721 4,676 3,439 3,567 3,112 33, MWHs Total 44,691 4,293 1,721 22,859 3,439 61,758 53,24 33,517 24,6 Percentage 17.92% 1.72%.69% 9.17% 1.38% 24.77% 21.26% 13.44% 9.65% Total SCPPA 126, ,76 249,362 1.Y (w/o LAD WP) shall be billed and collected by adding to the Authority's Hoover Uprating Project billing to Anaheim, Azusa, Banning, Burbank, Colton, and Riverside and to the Authority's Palo Verde Project billing with respect to, Glendale, Pasadena and Vernon, in accordance with the allocation schedule sct forth herein, with such amount designated as "Resolution No Charge." Although the amounts contributed under this resolution and related income shall constitute part of the General fund, they shall be held and accounted tor in a separate subaccount within the existing Restructuring Account. The Executive Director of the Authority is hereby directed to establish a subaccount (the Lower Colorado Multi- Species Conservation Plan Account) 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 this account from time to time. Amounts contributed to and held in the General Fund and the Lower Colorado River Multi-Species Conservation Program account 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 Capacjty (or to the payment of the cost thereof) or the ownership or operation of any Project. As used herein, "Revenues," "Authority

5 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. 8. The President, Vice President, Secretary, any Assistant Secretary, the Executive Director, the Chief Financial officer, and any other officer of the Southern California Public Power 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 Rcsolulion. 9. This resolution shall become effcctive immediately. THE FOREGOING RESOLUTION is approvcd and adopted by the Southern California Public Power Authority, this 2th day of January, 25. x PRESIDENT Southern California Public Power Authority ATTEST: Southern ~aljfornia- Public Power Authority

6 AMENDED RESOLUTION NO 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 CONFERENCE GIFTS WHEREAS, the Board of Directors of the Southern California Public Power Authority (the "Authority") in its Resolution No 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 , 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 , provided for a separate bank account (the "Resolution No Account") to hold and disburse the additional contributions to the General Fund with respect to advocacy matters and joint planning matters; WHEREAS, the Board of Directors of the Authority in its Resolution No has provided for a separate bank account (the "Joint Planning Account") to hold and disburse contributions to the General fund with respect to joint planning matters; WHEREAS, the Board of Directors of the Authority, in its Resolution No , 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:

7 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 costs and expenses incurred by the Authority to provide Registration Gifts for the APPA National Conference; 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 ; (b) shall be in the aggregate amount not to exceed $15,, with the portion thereof to be contributed by each Member to be based 5% on energy and 5% on equal shares; such amounts shall be shown on Attachment A to this Resolution, which shall be revised to reflect any change to the exact amount; and (c) shall be billed and collected by adding to the Authority's April 25 A&G billing to Cerritas, the Authority's April 25 Hoover Uprating Project billing to Anaheim and the Authority's April 25 Palo Verde Project billing to each other Member, the amount set forth with respect to each of them in Exhibit A to this Resolution as it may be revised, with such amount designated as "Resolution No Charge". 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 Gift 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 Restructuring Account and the APPA Gift 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.

8 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.

9 THE FOREGOING RESOLUTION is approved and adopted by the Authority, this 17th day of February, 25. PRESIDENT Southern California Public Power Authority ATTEST: Southern ~alifornia Public Power Authority

10 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY RESOLUTION NO APPA GIFTS ALLOCATION AMONG MEMBERS RESTRUCTURING ACCOUNT EXHIBIT A AMENDED 5% BASED ON ENERGY 5% BASED ON EQUAL SHARES (1111) GWH ALLOCATION ALLOCATION TOTAL ANAHEIM 3,264.5 $ $ 1, AZUSA 233. $ $ BANNING $ $ BURBANK 1,36. $ $ COLTON 316. $ $ GLENDALE 1,87.5 $ $ IMPERIAL 2,864.1 $ $ 1,22.63 LOS ANGELES 23,735.5 $ 4, $ 5, PASADENA 1,223.5 $ $ RIVERSIDE 2,154. $ $ 1,59.42 VERNON 1,139. $ $ CERRITOS $ 625. TOTALS 37,187.7 $ 7,5. $ 15,.

11 [Pro-ject Vote] RESOLUTION NO RESOLUTION OF THE BOARD OF DIRECTORS OF SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AUTI1ORIZING (1) PREPA- RATION OF ALL, DOCUMENTS NECESSARY OR APPROPRIATE TO SELL AND ISSlJE SAN JUAN POWER PROJECT REVENUE BONDS, PROCEEDS OF WHICH WILL BE USED TO REFUND ALL OR A PORTION OF THE SAN JUAN POWER PROJECT REVENUE BONDS, 22 REFUNDING SERIES B, AND FOR SUCH OTHER PURPOSES AS THE FINANCE COMMITTEE SHALL DETERMINE AND (11) AIJTHORIZING OFFICERS OF THE AUTHORITY TO DO ALL THINGS DEEMED NECESSARY OR APPROPRIATE WHEREAS, the Finance Committee of the Southern California Public Power Authority (the "Authority") at a meeting held on February 7, 25, has determined that it is in the best interest of the Authority to proceed with preparing all documents necessary or appropriate to sell and issue San Juan Power Pro-ject Revenue Bonds (the "Bonds"), procccds of which will be used to refund all or a portion of the San Juan Power Project Revenue Bonds, 22 Refunding Series B, and for such other purposes as the Finance Committee shall determine; and WHEREAS, once prepared, drafts of the contracts proposed to be entered into by the Authority in connection with such transactions will be presented for the Board's consideration. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Authority as follows: 1. The Authority's staff and the Authority's team of financing professionals (including the personnel at the Los Angeles Department of Water and Power who work on Authority matters, the Authority's co-bond counsel and the Authority's financial advisor) are hereby authorized to prepare all documents necessary or appropriate for the sale and issuance of the Bonds. 2. Given that UBS Financial Services 1nc. identified the above-described refunding opportunity, regularly monitored such opportunity for the Authority and is familiar with the bonds to be refunded, UBS Financial Services Inc. is hereby appointed the senior manager and "bookrunner" of the Bonds (with such appointment being sub-ject to the negotiation of fees or other compensation acceptable to the Finance Committee of the Authority). 3. Each of the Presidcnt, Vice President, Executive Director, Secretary and any Assistant Secretary of the Authority, and any other officer of the Authority, is hereby authorized and directed to do and cause to be done any and all acts and things necessary or appropriate for carrying out the transactions contemplated by this Resolution.

12 4. This Resolution shall become effective immediately. THE FOREGOING RESOLUTION is approved and adopted by the Authority this 17th day of February, 25. ATTEST: I) PRESIDENT Southern California Public Power Authority 'd Southern California Public Power Authority

13 RESOLUTION NO RESOLUTION AUTHORIZING THE EXECUTION AND APPROVAL OF THE TERMS AND PROVISIONS OF THE AGREEMENTS WITH RESPECT TO THE ORMAT GEOTHERMAL ENERGY PROJECT; AND AUTHORIZING THE OFFICERS OF THE AUTHORITY TO DO ALL OTHER THINGS DEEMED NECESSARY OR PROPER. WHEREAS, there has been presented to this meeting the proposed form of the (i) Long Term Firm Power Purchase Agreements ("Purchase Agreements") between Southern California Public Power Authority ("Authority") and Ormat Technologies, Inc., through its wholly owned subsidiaries OrHeber 2, Inc. and Ormesa LLC ("Ormat"), providing for the purchase by the Authority of geothermal energy from the Heber and East Mesa Geothermal Projects ("Project"); (ii) Power Sales Agreements ("Sales Agreements") between the Authority and members of the Authority who decide to participate in the purchase by the Authority of capacity and energy from the Project; (iii) Project Scheduling Agent Agreement ("Scheduling Agent Agreement") between the Authority and Coral Power LLC. NOW THEREFORE, BE IT RESOLVED by the Board of Directors of the Southern California Public Power Authority as follows: 1 The terms and provisions of the Purchase Agreements, Sales Agreements, and Scheduling Agent Agreement on file with the Authority, be and the same, are hereby approved. The President or the Vice President of the Authority and the Secretary or Assistant Secretary of the Authority, respectively, are hereby authorized to execute and deliver and attest said Agreements in the form on file with the Authority with such changes, insertions and omissions as may be approved by said President or Vice President, the execution of the Agreement by said President or Vice President being conclusive evidence of such approval; provided, however, that the Agreements shall not be executed by the President or Vice President until the Power Sales Agreements shall have been executed by members who agree, in the aggregate, to purchase shares thereunder equal to 1% of the output of the Project. 2. Each of the President, Vice President, Secretary, and Assistant Secretary and the Executive Director of the Authority, and any other officer or authorized representative of the Authority, is hereby authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things deemed necessary or proper for carrying out the transactions contemplated by this Resolution and the Agreements. 3. This Resolution shall become effective immediately.

14 THE FOREGOING RESOLUTION is approved and adopted by the Authority this 17th day of February, PRESIDENT outhern California Public Power Authority ATTEST: Southern ~alifornia'~ Public Power Authority

15 [Project Vote] RESOLUTION NO RESOLUTION WLATING TO THE SAN JUAN POWER PROJECT: (1)AUTHORIZING THE REFUNDING OF THE SAN JlJAN POWER PROJECT REVENUE BONDS, 22 REFUNIIING SERIES B; (IT) AUTHORIZING THE EXECUTION AND DELIVERY OF (A) A FIFTH SUPPLEMENTAL INDENTURE OF TRUST AUTHORIZING THE ISSUANCE OF SOUTHERN CALIFORNIA PUBLIC POWER AUTIIORITY SAN JUAN POWER PROJECT REVENUE BONDS, 25 REFUNDING SERIES A (SAN JUAN UNIT 31, AND (B) A PURCHASE CON'rRACT; (111) AIJTHORIZING THE DELIVERY OF A PRELIMINARY OFFICIAL STATEMENT AND TIIE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT; (IV) AUTHORIZING CERTAIN RELATED ACTIONS; AND (V) AUTHORIZING THE OFFICERS OF THE AUTFIORITY TO DO ALL OTHER THINGS DEEMED NECESSARY OR ADVlSABLE NOW THEREFORE, BE IT RESOLVED BY the Board of Directors of the Southern California Public Power Authority (the "Authority") as follows: 1. Each of the President and Vice President and each of the Secretary and any Assistant Secretary of the Authority are hereby authorized and directed to execute and deliver a Fifth Supplcn~ental Indcnture of Trust (the "Supplemental Indenture") supplementing thc Indenture of Trust, dated as of January 1, 1993, from the Authority to U.S. Bank National Association, as successor trustee (as supplemented and amended, thc "Indenture"), in the form on file with the Authority, with such changes, insertions and omissions to the Supplemental Indenture (subject to Paragraph 7 hereof) as shall be approved by said President or Vice President to provide for the terms of the Authority's San Juan Power Project Revenue Bonds, 25 Refunding Series A (San Juan Unit 3) (the "Bonds") (such approval to be conclusively evidenced by herlhis execution and delivery thereof). Each of the Secretary and any Assistant Secretary is hereby authorized to affix the seal of the Authority to the Supplemental Indenture. The Supplenlental Indenture is hereby made a part of this Kesolution as though set forth in full herein and the samc hereby is approved. The issuance of the Bonds is hereby authorized, subject to the provisions of this Resolution, the Indenture and the Supplemental Indenture. The Bonds shall be dated, shall mature on the date and in the years and shall bear interest all as provided in the Indenture and the Supplemental Indenture. The form of the Bonds and the provisions for signatures, authentication, payment, registrrttion, redemption, denominations, sinking fund (if any), number and other terms thereof shall be as set forth in the Indenture and the Supplemental Indenture. Thc Bonds shall be secured by the pledge effected by the Indenture and slnall. be special, limited obligations of the Authority payable solely from the sources specified in the Indenture. Neither thc State of California nor any public agency thereof (other than the Authority) nor any member of the Authority nor any Purchaser (as defined in the Indenture) shall be obligated to

16 pay the principal or Redemption Price (as defined in the Indenture) of, or interest on, the Bonds. Neither the faith and credit nor the taxing power of the State of California or any public agency thereof or any member of the Authority or any Purchaser is pledged to the payment of the principal or Redemption Price of, or interest on, the Bonds. The Bonds shall not constitute a debt or indebtedness of the Authority within the meaning of any provision or limitation of the Constitution or statutes of the State of California and shall not constitute or give rise to a pecuniary liability of the Authority or a charge against its general credit. 2. Pursuant to Section 6571 of the Government Code of the State of California, it is hereby found and determined by the Board of Directors that (a) if the Bonds, or any thcreof, are sold at less than the par amount thereof, such sale at less than the par amount thereof will result in more favorable terms for the Bonds and (b) a negotiated sale of the Bonds is necessary. Each of the President and Vice President of the Authority is hereby authorized (i) to execute and deliver a purchase contract for the Bonds between the Authority and UBS Financial Services Inc. (the "Underwriter") and (ii) to negotiate the underwriter's discount or fee relating to the Bonds. The purchase price at which the Bonds are to be sold to the Underwriter and the underwriter's discount or fee shall each be determined in accordance with this Resolution. Payment for the Bonds shall be pursuant to the terms and conditions set forth in the purchase contract executed pursuant to this Resolution. 3. Each of the President and Vice President is hereby authorized to approve a Preliminary Official Statement relating to the Bonds (such approval to be conclusively evidenced by the delivery thereof) (the "Preliminary Official Statement"), and the Board of Dircctors hcreby approves the use of the Preliminary Official Statement in connection with the offering and sale of the Bonds, with such additions thereto and changes thercin as are determined necessary or appropriate by the President or Vice President of the Authority to make such Prelinlinary Official Statement final as of its date for purposes of Rulc 15c2-12 of the Securities and Exchange Conlmission (except for the omission of those items permitted by said Rule). Each of thc President, Vice President and Executive Director of the Authority is authorized to deem thc Preliminary Official Statement to be final within the meaning of such Rule 15c2-12 subject to completion ofthose items permitted by said Rule. 4. Each of the President and Vice President of the Authority is hereby authorized to approve an Official Statement relating to the Bonds (such approval to be conclusively evidenced by herlhis execution and delivery thereof) (the "Official Statement"), and the Board of Directors hereby approves the use of the Official Statement in connection with the offering and sale of the Bonds. The Board of Directors hereby further approves the use of any supplement or amendment to the Official Statement that is necessary or appropriate so that, in the opinion of the President or the Vice President of the Authority (after consultation with the Authority's Co-Bond Counsel), such Official Statement docs not include any untruc statement of a material fact and does not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which such statements were made, not misleading. Each of the President and Vice President of the Authority is hereby authorized to execute the Official Statement and any amendment or supplement thereto, in the name and on behalf of the Authority, and thereupon to cause such Official Statement and any such amendment or supplement to be delivered to the Underwriter. The Underwriter is authorized to distribute the Official Statement and any such supplement or amendment to the purchasers of the Bonds.

17 5. The refunding of the Refunded Bonds (as defined in the Supplemental Indenture) as provided in the Supplemental Indenture and the Indenture is hereby authorized. Each of the President, Vice President, Executive Director, Secretary and any Assistant Secretary of the Authority is hereby authorized on behalf of the Authority to purchase (by contract or otherwise) U.S. Government obligations (including non-callable State and Local Government Series obligations of the United States of America issued by the Bureau of Public Debt and/or certain direct obligations of the United States of America purchased on the open market) in such amounts, maturing at such time(s) and bearing such rate(s) of interest as shall be necessary to pay when due the redemption price(s) of and intcrest on the Rofunded Bonds, and to take such other action as any of them may deem necessary or appropriate to effectuate the purchase of said obligations. The Board of Directors hereby finds and determines that either monthly power costs during the term of the Bonds will be reduced or that it is otherwise advantagcous to refund the Refunded Bonds. 6. Each of the President and Vice President of the Authority is hereby authorized to determine, in connection with the sale of the Bonds, whether to obtain municipal bond insurance for all or any portion of the Bonds ("Bond Insurance") and, if it is determined that Bond Insurance shall bc obtained, the particular provider or providers with whom the Authority shall contract for such Bond Insurance. 7. (a) Each of the President and Vice President of the Authority is hereby authorized to determine, in connection with the sale of the Bonds and the execution and delivery of the Supplemental Indenture, and in consultation with and approval by the Finance Committee, the following: exceed $9,,; (i) the aggrcgate principal amount of the Bonds, which shall not (ii) the interest rates of the Bonds, the true interest cost of which shall not exceed 4.75% per annum; (iii) later than January 1,225; the maturity dates for the Bonds, the latest of which shall be no (iv) the principal amount of each maturity and any sinking i'und installments for any term Bonds; (v) (vi) (vii) the purchase price of the Bonds; the first interest payment date for the Bonds; the terms and conditions for delivery of the Bonds; (vjii) the San Juan Power Project Revenue Bonds, 22 Series B to be refunded by the Bonds (which bonds shall constitute the Refunded Bonds under the Supplemental Indenture);

18 (ix) the initial Escrow Securities (as defined in the Supplcrnental Indenture) to be purchased and deposited in the 22 Series B Bonds Escrow Account established under the Supplemental Indenture; (x) (xi) the redemption terms and prices of the Bonds; the application of the proceeds of the Bonds; (xii) any transfers required or permitted from any funds or accounts created under thc Indenture in connection with the refunding of the Refunded Bonds; (xiii) whether or not to acquire Bond Insurance in connection with the issuance of the Bonds, such determination to be made in accordance with Paragraph 6 of this Resolution, provided the premium for such insurance shall not exceed.5% of the payments insured, calculated as provided in the bond insurance commitment agreement (or similar agreement) between the Authority and the provider of such Bond Insurance; Committee; and (xiv) (xv) the date the Refunded Bonds shall be redeemed; such other matters as may be determined by the Finance (xvi) my other agreement, amendment or document relating to the Bonds or the Refunded Bonds as shall be decmed neccssary or advisable. (b) As used herein, the "Finance Committee" refers to that portion of the committee of the Authority designated to consider financial matters, comprised of' representatives of the Citics of Azusa, Banning, Colton, Glendale and the Imperial Irrigation District. 8. Each of the President, Vice President, Secretary, Executive Director and any Assistant Secretary and any other officer of the Authority is hereby authorized to take any and all actions which such person deems necessary or advisable in order to effect the registration or qualification (or exemption therefrom) of the Bonds or any portion thereof, for issue, offer, sale or trade under the Blue Sky or securities laws of any of the states of the United States of America and in connection therewith to execute, acknowledge, verify, deliver, file or cause to bc published any applications, reports, consents to service of process, appointments of attorneys to receive service of process and other papers and instruments which may be required under such laws, and to take any and all further actions which such person may deem necessary or advisable in order to maintain any such registration or qualification for as long as such person deems necessary or as required by law or by the Underwriter. 9. Each of the President, Vice President and Executive Director of the Authority is hereby authorized to execute and deliver (i) a financial advisory services agreement relating to the sale and issuance of the Bonds between the Authority and Public Financial Managcrnent, Inc., in substantially the form attached hereto, and (ii) an investment advisory services agreement relating to the investment of Bond proceeds deposited in thc 22 Scries B Bonds Escrow

19 Account between the Authority and PFM Asset Management LLC, in substantially the form attached hereto. 1. Each of the President and Vice President of the Authority is hereby authorized to appoint from time to time any additional fiduciaries, depositaries or agents (including paying agents) in connection with the Bonds or any portion thereof and to execute and deliver any and all documents and instruments necessary or proper in connection with each such appointment. 11. The following are hereby designated as Project Agreements under the Indenture and the Power Salcs Contracts (as defined in the Indenture): (a) the Supplemental Indenture; and (b) any Bond Insurance policy obtained pursuant to Paragraph 6 hereof. 12. Each of the President, Vice President, Secretary, any Assistant Secretary and the Executive Director of the Authority and representatives of the Department of Water and Power of the City of Los Angeles is hereby authorized to cause the Trustee to transfer moneys or investments as providcd in the Indenture and the Supplemental Indenture (including, but not lirnitcd to, the transfer of released moneys in the dcbt service account relating to the Refunded Bonds and the transfer of any moneys that would constitute an equity contribution with respect to the transactions contemplated by this Resolution) and the Investment Agreement dated as of October 24, 22, between the Trustee and AIG Matched Funding Corp. relating to the 22 Scries I3 Debt Service Reserve Account (the "Investment Agreerncnt"). 13. The Executive Director of the Authority, in addition to the other offices or positions with the Authority he already holds, is hereby appointed an Assistant Secretary of the Authority and an Authorized Authority Representative under the Indenture for the purpose of taking any required or permitted action in connection with the issuance and delivery of the Bonds. 14. Each of the President, Vice President, Secretary and any Assistant Secretary, the Executive Director and any other officcr of the Authority is hereby authorized to execute and deliver any and all agreements, amendments, documents and instruments and to do and cause to be done any and all acts and things necessary or advisable for carrying out the transactions contemplated by this Resolution (including, but not limited to, (i) executing and delivering, or approving as applicable, any float forward agrecment or similar agreement relating to the investn~ent of bond proceeds, (ii) amending the Investment Agreement or entering into a new investment agreement in substitution of the Investment Agreement and (iii) making such changes to the agreements referred to in this Resolution as shall be requested by any rating agency, municipal bond insurcr or other entity 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.

20 15. This Resolution shall become effective immediately. TIE FOREGOING RESOLUTION is approved and adopted by the Authority, this 17" day of March, 25. PRESIDENT 'Southern California Public Power Authority ATTEST: Southern California Public Power Authority

21 [Project Vote] RESOLUTION NO RESOLUTION AS TO THE PROVISION OF CERTAIN CONTINUING DISCLOSURE INFORMATION WITH RESPECT TO SAN JUAN POWER PROJECT REVENUE BONDS, 25 REFUNDING SERIES A (SAN JUAN UNIT 3) WHEREAS, the Board of Directors of the Southern California Public Power Authority, a political subdivision of the State of California ("SCPPA"), has authorized the issuance of SCPPA7s San Juan Power Project Revcnue Bonds, 25 Refunding Series A (San Juan Unit 3) (the "Bonds7') and has authorized the execution by SCPPA of the Fifth Supplemental Indenture of Trust, from SCPPA to U.S. Bank National Association, as successor trustee (as arnendcd and supplemented, the "Indenture7'), relating to thc Bonds; and WlIEREAS, the Board of Directors of SCPPA hereby finds and determines that it is necessary, in connection with the authorization and sale of the Bonds, that SCPPA adopt this resolution in order to assist the Participating Underwriter (such term, and all other capitalized terms used herein without definition, having the respective meanings assigned tl~creto in Section 1 hereof) in complying with the Rule; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of SCPPA as follows: 1. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Resolution unless otherwise defined in this Disclosure Resolution, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by SCPPA pursuant to, and as described in, Sections 3 and 4 of this Disclosure Resolution. "Audited Financial Statements" shall mean: (i) with respect to SCPPA, SCPPA's audited financial statements for its most reccnt fiscal year, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time (or such other accounting principles as may be applicable to SCPPA in the future pursuant to applicable law); (ii) with respect to Azusa (as defined in Section 2(b) hereof), the audited financial statements of Azusa's Electric System for its most recent fiscal year, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time (or such othcr accounting principles as may be applicable to Azusa in the future pursuant to applicable law);

22 (iii) with respect to Colton (as defined in Section 2(b) hereof), the audited financial statements of Colton's Electric System for its most recent fiscal year, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from timc to time (or such other accounting principles as may be applicable to Colton in the future pursuant to applicable law); and (iv) with respect to Imperial (as defined in Section 2(b) hereof), the audited financial statements of Imperial's Electric System for its most recent fiscal year, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time (or such other accounting principles as may be applicable to Imperial in the future pursuant to applicable law). "Beneficial Owner" shall mean any person holding a beneficial ownership interest in Bonds through nominees or depositories (including any person holding such interest through the book-entry only system of The Depository Trust Company), together with any other person who is intended to be a beneficiary of this Disclosure Resolution under the Rule. "Disclosure Resolution" shall mean this resolution, as the same may be amendcd or supplemented from time to time in accordance with the provisions hereof. "Dissemination Agent" shall mean any person or entity appointed by SCPPA and which has entered into a written agreement with SCPPA pursuant to which such person or entity agrees to perlorrn the duties and obligations of Dissemination Agent under this Disclosure Resolution. "Final Official Statement" shall mean the Official Statement of SCPPA rclating to the Bonds, as amended, supplemented or updated. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Resolution. "MSRB" shall mean the Municipal Securities Rulemaking Board established in accordance with the provisions of Section 15B(b)(l) of the Securities Exchange Act of "National Repository" shall mean any nationally recognized municipal securities information repository within the meaning of the Rule. The National Repositories approved by the SEC as of the date of adoption of this I~isclosure Resolution are set forth in the SEC's website: "Participating Underwriter" shall mean any of the original underwriters of the Bonds (or the underwriter, if there is only one original ~mderwriter) required to comply with the Rule in connection with the offering of the Bonds. "Repository" shall mean each National Repository and cach State Repository. "Rule" shall mean Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of 1934, as amended from time to timc, together with all interpretive guidances or other official interpretations or explanations thereof that are promulgated by the SEC.

23 "SSEC" shall mean the United States Securities and Exchange Commission. "State Repository" shall mean any public or private repository or entity designated by the Stale of California as a state repository for the purpose of the Rule and recognized as such by the SEC. 2. Purpose of this Disclosure Resolution; Obligated Persons; Disclosure Resolution to Constitute a Contract. (a) This Disclosure Resolution is adopted by SCPPA for the benefit of the Owners and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with the Rule. (b) SCPPA, the City of Azusa, Califbrnia ("'Azusa"), the City of Colton, California ("Colton") and the Imperial Trrigation District ("Imperial") each arc hereby determined by SCPPA to be "obligated persons" within the meaning of the Rule (and are the only obligated persons" within the meaning of the Rule for whom financial information or operating data is presented in the Final Official Statement); provided that each such person shall only be an "obligated person" if and so long as such person is an "obligated person" within the meaning of the Rule. (c) In consideration of the purchase and acceptance of any and all of the Bonds by those who shall hold the same or shall own beneficial ownership interests therein from time to time, this Disclosure Resolution shall be deemed to be and shall constitute a contract between SCPPA and the Owners and Beneficial Owners from time to lime of the Bonds, and the covenants and agreements herein set forth to be performed on behalf of SCPPA shall be for the benefit of the Owners and Beneficial Owners of any and all of the Bonds. 3. Provision of Annual Reports. (a) SCPPA hercby covenants and agrees that it shall, or shall cause the Dissemination Agent to, not later than six months after the end of each fiscal year of SCPPA (presently, by each December 3 1, each such date being referred to herein as a "Final Submission Date"), commencing with the report for fiscal year 24-5, send to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Resolution. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Resolution; provided that any Audited Financial Statements may be submitted separately from the balance of the Annual Report and later than the Final Submission Date if they are not available by that date. If the fiscal year for SCPPA, Azusa, Colton or Imperial changes, SCPPA shall give notice of such change in the same manner as for a 1,isted Event under Section 5(c). (b) Not later than 15 business days prior to each Final Submission Date (each such date being referred to herein as a "Preliminary Submission Date"), SCPPA shall provide the Annual Report to the Dissemination Agent, if any. If by a Preliminary Submission Date, the Dissemination Agent, if any, has not received a copy of the Annual Report, the Dissemination Agent shall contact SCPPA to determine if SCPPA is in compliance with subsection (a).

24 (c) If SCPPA or the Dissemination Agent (if any), as the case may bc, has not sent any Annual Report to the Repositories by a Final Submission Date, SCPPA or the Dissemination Agent, as applicable, shall scnd a notice to each Repository and he MSRR in substantially the form attached as Exhibit A. (d) SCPPA (or, in the event that SCPPA shall appoint a Dissemination Agent hereunder, the Dissemination Agent) shall send the Annual Report to each Repository on or before the Final Submission Date. In addition, if SCPPA shall have appointed a Dissemination Agent hereunder, the Dissemination Agent shall file a report with SCPPA certifying that the Annual Report has been sent pursuant to this Disclosure Resolution, stating the date it was sent and listing all the Repositories to which it was sent. 4. Content of Annual Re~orts. SCPPA's Annual Report shall contain or include by reference the following: (a) The Audited Financial Statements. If available at the time of filing of the Annual Report as provided herein, the Annual Report shall contain the Audited Financial Statements of SCPPA, Azusa, Colton and Imperial for the most recently ended fiscal year. If any Audited Financial Statements are not available by the Final Submission Date, the Annual Report shall contain unaudited financial statements for SCPPA, Azusa, Colton and Imperial, as applicable, in a format similar to the audited financial statements most recently prepared for such obligated person, and such Audited Financial Statements shall be filed in the same manner as the Annual Report when and if they become available. (b) Updated versions of the type of information contained in the Final Official Statement relating to the following: 1. SCPPA7s indebtedness outstanding under the Indenture; 2. financial information set forth under the subsection entitled "Unit 3 Operations" under the Section entitled "THE SAN JIJAN STATION;" 3. financial information set forth under the subsection entitled "Annual Cost of Energy" under the Section entitled "'THE SAN JUAN STATION;" and 4. the financial information set forth under the section entitled "CERTAIN FINANCIAL STATEMENTS RELATING TO TIIE SAN JUAN POWER PROJECT." (c) IJpdatcd versions of the type of information for Azusa contained in Appendix A to the Final Official Statement relating to the following: 1. the description of operations and the summary of operating results of Azusa's Electric System; and 2. the summary of hancial results of Azusa7s Electric System.

25 (d) Updated versions of the type of information for Colton contained in Appendix A to the Final Official Statement relating to the following: 1. the description of operations and the summary of operating results of Colton's Electric System; and 2. the summary of financial results of Colton's Electric System. (c) Updated versions of the type of information for Imperial contained in Appendix A to the Final Official Statement relating to the following: 1. the description of operations and the summary of operating results of Imperial's Electric System; and 2, the summary of financial results of Imperial's Electric System. (f) If known to SCPPA, the name, address and telephone number of a place where current information regarding any bond insurer with respect to the Bonds (the "Bond Tnsurer") may be obtained. Any or all of the items listed above may be included by specific reference to other documents, including Annual Reports of SCPPA, Azusa, Colton or Imperial or official statements relating to debt or other securities issues of SCPPA, Azusa, Colton, Imperial or other entities, which have been submitted to each of the Repositories or the SEC. If the document included by reference is a final official statement (as defined in the Rule), it must be available from the MSKR. SCPPA shall clearly identify each such other document so included by reference. 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, SCPPA hereby covenants and agrees that it shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults; 3. Unscheduled draws on dcbt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial dificultics; 5. Substitution of credit or liquidity providers, or thcir failure to perform; 6. Adverse tax opinions or events affecting the tax-exempt status of the Bonds; 7. Modifications to rights os holders of the Bonds;

26 8. Bond calls; 9. Defeasances; 1. Release, substitution, or sale of property securing repayment of the Bonds; and 1 1. Rating changes. (b) Whenever SCPPA obtains knowledge of the occurrence of a Listed Event, SCPPA shall as soon as reasonably possible determine if the occurrence of such event is material under applicable federal securities laws. (c) If SCPPA has determined that the occurrence of a Listed Event is n~aterial under applicable federal securities laws, SCPPA shall promptly file a notice of such occurrence with the MSRB and the Repositories. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)@) and (9) need not be given under this subsection any earlier than the notice of the underlying event is given to Owners of affected Bonds pursuant to the Indenture. 6. Management's l~iscussion os Items Disclosed in Annual Reports or as Significant Events. If an item required to be disclosed in SCPPA7s Annual Report under Section 4, or as a Listed Event undcr Section 5, would be misleading without discussion, SCPPA additionally covenants and agrees that it shall provide a statement clarifying the disclosurc in order that the statement made will not be misleading in the light of the circun~stances under which it is made. 7. Termination of Reporting Obligations. SCPPA's obligations undcr this Ilisclosure Resolution shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. In addition, in the event that the Rule shall be amended, modified or repealed such that compliance by SCPPA with its obligations under this Disclosure Resolution no longer shall be required in any or all respects, then SCPPA's obligations under this Disclosure Resolution shall terminate to a like extent. If either such termination occurs prior to the iinal maturity of the Bonds, SCPPA shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). 8. Dissemination Agent. SCPPA may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Resolution, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. 9. Amendment; Waiver. (a) Notwithstanding any other provision of this Disclosure Resolution, SCPPA may, by resolution hereafter adopted, amend this Disclosure Resolution, and any provision of this Disclosure Resolution may be waived, provided that, in the opinion of nationally recognized bond counsel, such amendment or waiver is permitted by the Rule.

27 (b) The Annual Report containing any modified operating data or financial infbrmation as a result of an amendment shall. explain, to the extent required by the Rule, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided. If a change in accounting principles is included in any such modification, such Annual Report shall present, to the extent required by the Rule, a comparison between the financial statements or information prepared on the basis of the modified accounting principles and those prepared on the basis of the former accounting principles. 1. Additional Information. Nothing in this Disclosure Resolution shall be deerncd to prevent SCPPA from disseminating, or require SCPPA to disseminate, any other information, using the means of dissemination set forth in this Disclosure Resolution or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Resolution. If SCPPA chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Resolution, SCPPA shall have no obligation under this Disclosure Resolution to update such information or includc it in any future Annual Report, notice of occurrence of a J,isted Event or other materials disseminated hereunder. I I. Default. (a) In the event of a failure of SCPPA to comply with any provision of this Disclosure Resolution, any Owner or Beneficial Owner of any Outstanding Bonds may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, for the equal benefit and protection of all Owners or BcneficiaJ Owners similarly situated, to cause SCPPA to comply with its obligations under this Disclosure Resolution. (b) Notwithstanding thc foregoing, no Owner or Beneficial Owner of the Bonds shall have the right to challenge the content or adequacy of the information provided pursuant to Sections 3, 4 or 5 of this Disclosure Resolution by mandamus, specific performance or other equitable proceedings unless Owners or Beneficial Owners of Bonds representing at least 25% in aggregate principal amount ol thc Outstanding affected Bonds shall join in such proceedings. (c) A default under this Disclosure Resolution shall not be deemed an Event of Default under the Indenture, and the sole remedies under this Disclosure Resolution in the event of any failure of SCPPA to comply with this Disclosure Resolution shall be those described in subsection (a) above. (d) Under no circumstances shall any person or entity be entitled to recover monetary damages hereunder in the event of any failure of SCPPA to comply with this Disclosure Resolution. 12. Duties, Immunities and Liabilities of Dissemination Agent. Any Dissemination Agent appointed hereunder shall have only such duties as are specifically set forth in this

28 Disclosure Resolution, and shall have such rights, immunities and liabilities as shall be set forth in the written agreement between SCPPA and such Dissemination Agent pursuant to which such Dissemination Agent agrees to perform the duties and obligations of Dissemination Agent under this Disclosure Resolution. 13. Beneficiaries. This Disclosure Iiesolution shall inure solely to the benefit of SCPPA, the Dissemination Agent, if any, and the Owners and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity, 14. Governing Law. This Disclosure Resolution shall be deemed to be a contract made under thc Rulc and the laws of the State of California, and for all purposes shall be construed and interpreted in accordance with, and its validity governed by, the Rule and the laws of the Statc of California, without regard to principles of conflicts of law. 15. Effective Date. This Disclosure Resolution shall become effective upon the date of authentication and delivery of the Bonds. THE FOREGOING RESOLUTION is approved and adopted by SCPPA this 17th day of March, 25. AT'I'EST: ~Euthern California Public Power Authority Southern ~aliforniap/ublic Power Authority

29 EXHIBIT A NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: Southern California Public Power Authority Name of Bond Issue: $ Series A (San Juan Unit 3) San Juan Power Project Revenue Bonds, 25 Refunding Date of Issuance:,25 NOTICE IS HEREBY GIVEN that Southern California Public Power Authority ("SCPPA") has not sent an Annual Report with respect to the above-named Bonds as required by Section 3(a) of Resolution No. 25-6, adopted by the Hoard of Directors of SCPPA on March 17, 25, relating to the above-named Bonds. [SCPPA [has advised the undersigned that SCPPA] anticipates that the Annual Report will be filed by.i Dated: [SOUTHERN CALIFORNIA PUBI,TC POWER AUTHORITY] [, as Dissemination Agent on behalf of Southern California Public Power Authority] [cc: Southern California Public Power Authority]

30 Requires a Unanimous Vote of the Board of Directors (No Abstentions) RESOLUTION NO, 25-7 RESOLUTION RELATING TO THE NATURAL GAS PROJECT: (I) DETERMINJNG THAT PROJECT MATTERS RELATING TO THE SCPPA NATURAL GAS PROJECT SHALL BE DECIDED BY A MAJORITY VOTE OF THE PROJECT VOTES CAST THEREON AND (11) AUTHORIZING THE OFFICERS OF THE AUTHORITY TO DO ALL THINGS DEEMED NECESSARY OR ADVISABLE WHEREAS, the Joint Powers Agreement, dated as of November 1, 198, among the members of the Southern California Public Power Authority (the "Authority") (as amended, the "Joint Powers Agreerncnt") provides in Section 1(g) thereof that upon the unanimous vote of the Board of Directors of the Authority, questions rcgarding Project Matters (as defined in the Joint Powers Agreement) voted upon by the Board of Directors with respect to a project of the Authority may be decided by a majority of the Project Votes (as defined in the Joint Powers Agreement) cast thereon (instead of 8% of the Project Votes cast thereon); and WHEREAS, a necessary the components of the currently envisioned Natural Gas Project of the Authority contemplates that the participants in this project enter into Gas Sales Agreements which definitively set forth the rights and obligations of each participant in the Project and the Authority, and WHEREAS, The Gas Sales Agreements contemplate the formation of a gas project Coordinating Committee, to provide for cooperation and interchange of information among the participants and SCPPA and to decide various financial, administrative and technical matters, which may arise from time to time in connection with the Project Wl-IEREAS, Under the cursently envisioned structure of the Gas Sales Agreements, Section 6.1 provides that no action can be taken by the Coordinating Committee unless at least two representatives having total product entitlement shares aggregating at least a majority of the Project votes thcreon shall cast their affirmative vote with respect to the Coordinating Committee action, and that actions of the Committec sliall be decided by the affirmative vote of a majority of the Project Votes (as defined in the Joint Powers Agreement) cast thereon; and WHEREAS, the Hoard of Directors desires to unanimously approve the above-referenced provision of Section 6.1 of the Gas Sales Agreements;

31 NOW, THEREFORE, BE IT RESOLVED BY thc Board of Directors of the Southern California Public Power Authority as follows: 1. In accordance with Section 1(g) of the Joint Powers Agreement, the Board of Directors hereby approves the provision set forth in Section 6.1 of the Natural Gas Project Gas Sales Agreements to the effect that all actions to be takcn with respect to Natural Gas Project shall bc decided by the affirmative vote of a majority of the Project Votes (as defined in the Joint Powers Agreement) cast thereon. 2. Each of the President, Vice President, Secretary and any Assistant Secretary, the Executive Director and any other officer of the Authority is hereby authorized to do and cause to be done any and all acts and things deemed necessary or advisable for carrying out the intent of this Rcsolution. 3. This Resolution shall become ef'l-'ective immediately. THE FOREGOING RESOLUTION is approved and adoptcd by the Authority, this 17th day of March, 25. ATTEST: n PRESIDEN'I' Southern California Public Power Authority ' Southern California ~iblic Power Authority

32 RESOLUTION NO 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) (GLOBAL ENERGY DECISIONS (FORMERLY HENWOOD) POWER MARKET ADVISORY SERVICES) WHEREAS, the Board of Directors of the Southern California Public Power Authority (the "Authority"), in its Resolution No , 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 , 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 , 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 , 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 for the retention of Global Energy Decisions to provide power market advisory services, and Members of the Authority are willing to make such additional contribution. BE IT RESOLVED by the Board of Directors as follows: I. 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 costs and expenses incurred by the Authority with respect to the Global Energy Decisions Power Market Price Advisory Services, 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 ; (b) shall be in the aggregate amount of $14, divided and charged to each participating SCPPA Member pursuant to Appendix A attached hereto.

33 (c) shall be billed and collected by adding, as appropriate, to the Authority's April 25 Hoover Uprating Project billing to Anaheim, and the Authority's April 25 Palo Verde Project billing to each other participating Member, the amounts set forth above in Appendix A, with such amount designated as "Resolution No Charge". 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 Global Energy Decisions 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. Amounts contributed to and held in the General Fund and the Global Energy Decisions 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 I 7th day of March 25. ATTEST: kt L PRESIDENT Southern California Public Power Authority Southern California Public Power Authority

34 APPENDIX A RESOLUTION NO GLOBAL ENERGY DECISIONS POWER MARKET ADVISORY SERVICES PARTICIPANTS ANAHEIM AZUSA BURBANK COLTON GLENDALE IMPERIAL LOS ANGELES PASADENA RIVERSIDE VERNON TOTAL

35 RESOLUTION NO RESOLUTION OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AGREEMENT WITH UNIVERSITY OF CALIFORNIA RIVERSIDE AND ICE ENERGY, LLC, 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; and WHEREAS, certain of the Authority Members have a need to retain consultants to regarding innovative energy technology projects; and WHEREAS, the Authority is willing and able to retain the University of California Riverside and Ice Energy, LLC, and to bill all expenses and costs of retaining such consultant to the Members receiving service; and WHEREAS, the Board of Directors of Authority, in its Resolution No , 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 , 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 , 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 , 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.

36 NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Authority as follows: The Executive Director is authorized and directed to retain University of California Riverside ("UCR") in and amount not to exceed $7, to develop an advanced photovoltaic device architecture for the efficient generation of electricity; The Executive Director is further authorized and directed to retain Ice Energy, LLC ("Ice Energy") in an amount not to exceed $1, to demonstrate their Ice Bear thermal energy storage unit at no less than ten locations within SCPPA the member service territories; The Board of Directors hereby provides for additional contributions to the General Fund. Notwithstanding anything to the contrary in Resolution No I, such additional contributions, a) shall be solely for the purpose of paying costs and expenses incurred by the Authority with respect to UCR andlor Ice Energy, and pending application for such purpose the contributions shall not be expended to pay costs or expenses properly allocable to one or more projects as provided in Section 3 of Resolution No ; b) shall be in the aggregate amount of $17, allocated among SCPPA Members pursuant to Appendix A attached hereto. c) shall be billed and collected by adding the amounts provided above to the Authority's Hoover Uprating Project billings to Anaheim (if applicable), and to the Authority's Palo Verde Project billings to the other applicable Members, with such amounts designated as "Resolution No Charge1'. 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 lnnovative Energy Technology Program 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. Amounts contributed to and held in the General Fund and the lnnovative Energy Technology Program 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

37 "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. 6. This Resolution shall become effective immediately. THE FOREGOING RESOLUTION is approved and adopted by the Authority this 17'~ day of March, 25. ATTEST: n PRESIDENT Southern California Public Power Authority southern California ~ ublk Power Authority

38 APPENDIX A Resolution No Innovative Energy Technology Program Cost Allocation Participant Allocation Anaheim Azusa Banning Burbank Colton $ 2, 6,3 1,657 I 3,459 4,9 Glendale I 2, Imperial Los Angeles Pasadena Riverside Total 38,66 2, 21,135 24,78 $17.

39 [Roll Call Vote] RESOLUTION NO RESOLUTION OF THE BOARD OF DIRECTORS OF SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY (I) AUTHORIZING (A) TEN REDEMPTION OF CERTAIN OF THE AUTHORITY'S MULTIPLE PROJECT REVENIJE BONDS AND (B) THE PREPARATION OF ALL DOCUMENTS NECESSARY OR APPROPRIATE TO EFFECT SUCH REDEMPTION, (11) AMENDING SECTION 11 OF BOARD RESOLUTION NO AND (TIT) AUTHORIZING OFFICERS OF THE AUTHORITY TO DO ALL THINGS DEEMED NECESSARY OR APPROPRIATE WHEREAS, on January 4, 199, Southern California Public Power Authority (the "Authority") issued its Multiple Pmject Revenue Bonds, 1989 Series (the "Bonds"); WIIEREAS, most of the proceeds of the Bonds were used to fund Authority projects (namely the Mead-Adelanto Transmission Project and the Mead-Phoenix Transmission Project); WHEREAS, the outstanding Bonds consist of Bonds that are subject to optional redemption at par (the "Callable Bonds") and Bonds that are not subject to optional redemption, with the Callable Bonds being most of the Bonds currently outstanding; WHEREAS, the Authority's Finance Committee at a meeting held on April 4, 25 determined that it is in the best interest of the Authority to use most of the remaining available proceeds of the Bonds to redeem all of the Callable Bonds; WHEREAS, the Authority's Finance Committee also determined at such meeting that, subject to Board approval, the Callable Bonds should be redeemed and that such redemption should occur on July 1,25; and WHEREAS, in light of the redemption on July 1, 25, the Authority desires to amcnd Section 1 1 of the Authority's Resolution No , adopted on December 16, NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Authority as follows: 1. The Callable Bonds shall be redeemed on July 1, The Authority's staff and the Authority's team of financing professionals (including the personnel at the Los Angeles Department of Water and Power who work on Authority matters, the Authority's co-bond counsel and the Authority's financial advisor) are hereby authorized to prepare all documents and any agreements or amendments to agreements necessary or appropriate to effect the redemption of the Callable Bonds on July 1,25.

40 3. Section 11 of the Authority's Roard Resolution No is hereby amended to read as follows: 11. A portion of the savings which will result from the refunding of the 1989 Bonds contemplated hereby will consist of an increase in the earnings permitted to be retained with respect to amounts currently held in the Multiple Project Fund under the 1989 Indenture (as such earnings are reduced by the optional redemption of any 1989 Bonds). The Board of Directors hereby determines that such increase in earnings retained (as reduced by any such redemptions) shall be allocated to the Mead-Adelanto Project and the Mead-Phoenix Project in proportion to their current Debt Service Percentages (44% and 16%' respectively). Accordingly, % of such earnings shall be allocated to the Mead-Adelanto Project and % of such earnings shall be allocated to the Mead- Phoenix Project. On such date or dates as the Authority shall determine, but in any case not later than the date when no Multiple Project Revenue Bonds remain outstanding, to the extent permitted by the 1989 Indenture the amount of such earnings accrued to such time (or, in the case of any transfers prior to the date when no Multiple Project Revenue Bonds remain outstanding, such lesser amount as may be determined by the Authority) shall be transferred to Project Accounts of the Mead-Adelanto Project and the Mead-Phoenix Project in such proportion. 4. Except as expressly provided herein, this Resolution shall not in any manner affect how any future losses or liabilities relating to the Bonds shall be paid or allocated for payment among all or any portion of the Authority's members. 5. Each of the President, Vice President, Executive Director, Secretary and any Assistant Secretary of the Authority, and any other officer of the Authority, is hereby authorized and directed to do and cause to be done any and all acts and things necessary or appropriate for carrying out the transactions contemplated by this Resolution, including, but not limited to, executing and delivering all documents, agreements or amendments to agreements as shall be necessary or appropriate to effect the redemption of the Callable Bonds. 6. Each of the President, Vice President and Executive Director of the Authority is hereby authorized to execute and delivcr a financial advisory services agreement relating to the redemption of the Callable Bonds, between the Authority and Public Financial Management, Inc., in substantially the form attached.

41 7. This Resolution shall become effective immediately. THE FOREGOING RESOLUTION is approved and adopted by the Authority this 21st day of April, 25. n ATTEST: I () /\ PRESIDENT gouthem California Public Power Authority Southern California ~ubyic Power Authority

42 RESOLUTION NO RESOLUTION OF THE BOARD OF DIRECTORS OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY (1) APPROVING THE SELECTION OF THE AUTHORITY'S INDEPENDENT ACCOUNTANT AND AUDITOR, (2) AUTHORIZING PREPARATION, EXECUTION AND DELIVERY OF ALL DOCUMENTS AND INSTRUMENTS NECESSARY OR APPROPRIATE TO CARRY FORT11 SUCH SELECTION, (3) AUTHORIZING THE ENGAGEMENT OF THE PROFESSIONAL SERVICES OF MOSS ADAMS LLP PURSUANT TO A CONTRACT FOR PROFESSIONAL SERVICES BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND MOSS ADAMS LLP, AND (4) AUTHORIZING THE EXECUTIVE DIRECTOR AND STAFF TO DO ALL TIITNGS DEEMED NECESSARY OR APPROPRIATE TO CARRY FORTH THE PROPOSED ENGAGEMENT OF PROFESSIONAL SERVICES. WHEREAS, the Executive Director and staff of the Southern California Public Power Authority (the Authority) have carried forth an extensive Request for Proposals process resulting in the selection of a potential independent accountant and auditor for the Authority, and have engaged in negotiation of a professional services agreement by and between Southern California Public Power Authority and Moss Adarns, LLP ("Independent Accountant"); and WHEREAS, the Authority is a public entity duly organized and existing pursuant to the provisions of Chapter 5, Division 7, Title 1, commencing at section 65, of the Government Code of the State of California; and WIIEREAS, pursuant to the agreements and laws governing the Authority, the Authority is, among other things, required to maintain accounts and records, complete a written report of all financial activities for each fiscal year, and cause all annual independent audit of the accounts and records of the Authority to be made by a certified public accountant; and WHEREAS, the Independent Accountant employs a skilled and qualified professional staff experienced in performing a variety of auditing and accounting functions and possesses the resources and expertise necessary to render assistance as herein after provided, and desire to do SO. NOW, THEREFORE, the Board of Directors of the Southern California Public Power Authority hereby finds, authorizes, orders, directs and resolves as follows: 1. The selection of Moss Adams LLP to provide professional services to Southern California Public Power Authority is hereby approved. 2. Each of the President, Vice President, Executive Director, Secretary and any Assistant Secretary, and the staff of the Authority are authorized to prepare such documents or instruments and to do and cause to be done all acts and things as may be necessary or appropriate to engage Moss Adams LLP in substantial conformance with the proposed engagement for professional services addressed in the 25 Request for Proposals relative to

43 accounting and auditing services, and each of the President, Vice President, Executive Director, Secretary and any Assistant Secretary are authorized to execute an agreement for professional services between the Southern California Public Power Authority and Moss Adams LEP in substantially the form on file with the Authority Each of the President, Vice President, Executive Director, Secretary and any Assistant Secretary of the Authority are hereby authorized to utilize the services of Moss Adam LLP, where necessary or convenient to carry forth the obligations, requirements, or duties of the Authority, and in all instances where consistent with the Scope of Services set forth in the agreement for professional services in accordance with the terms of said agreement. Each of the President, Vice President, Executive Director, Secretary and any Assistant Secretary of the Authority are authorized to budget for andlor to provide for such appropriations, or take such other appropriate actions, as may be necessary or convenient to discharge any payment obligation for services which may arise under the professional services agreement between the Authority and Moss Adam LLP. The Board of Directors hereby authorizes, approves and appropriates those funds in the amounts necessary to discharge such payment obligation as may arise in the engagement of the above referenced professional services, and authorizes such billing and collection as may be necessary to address payment obligations arising out of the professional services agreement between the Southern California Public Power Authority and Mass Adams LLP. The Hoard of Directors hereby authorizes the Executive Director to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts or things necessary or proper for carrying out the transactions contemplated by this Resolution and to carry forth such further actions as are necessary or appropriate to consummate the above engagement. This Resolution shall become effective immediately THE FOREGONG RESOLUTION is approved and adopted by the Authority this 21st day of April, 25. ATTEST: PRESIDENT Southern California Public Power Authority Southern California Public Power Authority

44 RESOLUTION NO RESOLUTION OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY TO ADOPT A POSITION ON THE CALIFORNIA PUBLIC UTILITIES COMMISSION PROCEEDINGS RELATING TO THE BILLING AND COLLECTION OF COST RESPONSIBILITY SURCHARGES RELATED TO MUNICIPAL DEPARTING LOAD (EXIT FEES) WHEREAS, the California Public Utilities Commission approved the concept of Cost Responsibility Surcharges (Exit Fees) on November 7, 22; WHEREAS, Cost Responsibility Surcharges (Exit Fees) are related to investor-owned utility cost responsibilities, and include Tail Competitive Transition Charges, Department of Water Resources Bond Charges, and Department of Water Resources Purchase Contracts; WHEREAS, the California Public Utilities Commission has not made a final determination as to which customers it contends will be subject to Cost Responsibility Surcharges (Exit Fees) for municipal departing load; WHEREAS, the California Public Utilities Commission has not made a final determination as to the amount of Exit Fees it contends that municipal departing load customers are responsible; WHEREAS, publicty-owned utilities are under no legal obligation to pay, bill or collect Exit Fees. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors as follows: 1. Investor-owned utilities are responsible for the billing and collection of any legally allowable exit fees, unless a mutually agreed upon bilateral agreement is reached between the local publicly-owned utility and the investor-owned utility. 2. Exit fees must be clearly identified to customers as fees resulting from and payable to the appropriate investor-owned utility. THE FOREGOING RESOLUTION is approved and adopted by the Authority, this 21' day of April, 25. ATTEST: Southern California Public Power Authority Southern californip Public Power Authority

45 (Roll Call Vote) RESOLUTION NO RESOLUTION OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY APPROVING REVISED BUDGETS FOR MAGNOLIA POWER PROJECT FOR THE FISCAL YEAR JULY 1,24 THROUGH JUNE 3,25 BE IT RESOLVED by the Board of Directors of the Southern California Public Power Authority (the "Authority") that: 1. The revised budgets (Combined, Project A, and Project B) for the Magnolia Power Project for the Fiscal Year July I, 24 through June 3, 25, submitted to this Board of Directors, are hereby approved. The Executive Director is hereby authorized and directed to place the budgets so approved in final form, with such changes as shall be necessary or advisable to comply with the Magnolia Power Project Bond Indentures and Power Sales Contracts; and the budgets hereby approved, in such final form, shall constitute the Authority's Annual Budgets for the Magnolia Power Project for the Fiscal Year July 1, 24 through June 3, This Resolution shall become effective immediately. THE FOREGOING RESOLUTION is approved and adopted by the Authority, this 19th day of May 25. ATTEST: FESIDENT Southern California Public Power Authority Southern California PUK Power Authority

46 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MAGNOLIA POWER PROJECT (COMBINED) ANNUAL BUDGET FOR THE FISCAL YEAR JULY 1,24 THROUGH JUNE 3,25 REVISED MAY 19,25

47

48 ANNUAL BUDGET December through June 3, 25 Page 2 Magnolia Power Project Combined ($5) Month Revenues Minrmum Variable cost Cost Component Component Interest Earninqs Total Revenues Operating Revenue Fund Disbursements Operat~ng Reserve Subaccount Project A Debt Service Account Project B Resenre & Debt Contin Service gency -Account Total Revenue Fund Disbursements Jub Aug Sep o o 5Month oct Nov Dec D D 6-Month Jan Fe b Mar 95 2, ,987 3, , ,987 3,728 9-Month , ,665 fv May Jun 2, Full Year 1,986

49

50 ANNUAL BUDGET December through June Page 2 Magnolia Power Project A ($~) Month Min~murn Cost Component Revenues Variable Cost Com~onent Interest Earninss Total Revenues Operating Account Revenue Fund Dbsbursements Project A Reserve & Operating Debt Contin- Reserve Service gency Subaccount Account Account Total Revenue Fund Disburse- July *ug S ~ P D $ $ 5 $ SO $ - $ $ $ 3-Month $ $ so Oct Nov Dec s $ $ $ $ $ $ 5 $ 6-Month $ $ so Jan Feb Mar , ,577 $91 $2.862 $3,571 $ $ $ $91 $2,862 $3,571 9-Month 7,343 S7.343 $ $7,343 AP r $ SO $ May Jun 2,178 1,237 $1, $2,178 $1,237 Futl Year 1,

51

52 82 69 % o o as O$ s O$ O$ o a % O$ s s a a o$ s s --- wnmy 1unm3~ junomtrqns bua6 a31nas anasad -&wo3 lqaa 6ugwadg?J anrasaa a palold ZZE LS L EZL OP a sanuanaa la1 sluauasmqs!a pun j anuanaa

53 (Roll Call Vote) RESOLUTION NO RESOLUTION OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY REGARDING APPROVAL AND ALLOCATION OF GENERAL EXPENSES WHEREAS, by Resolution No , adopted October 6, 1982, the Southern California Public Power Authority (Authority) provided for allocation of General Expenses of the Authority; and WHEREAS, said Resolution was rescinded and replaced by Resolution No , adopted May 2, 1993; and WHEREAS, the Authority rescinded and replaced Resolution No by Resolution No , adopted May 18, 1995; and WHEREAS, said Resolution No provided that the General Expenses of the Authority be allocated to the funded projects in the same ratio as the sum of the estimated direct charges of Authority staff, Los Angeles, and other agents to a funded project bears to the sum of the estimated direct charges of Authority staff, Los Angeles, and other agents for all funded projects; and WHEREAS, Resolution No , adopted May 2, 24, provided that as of July 1, 24, General Expenses be allocated 44 percent to the Palo Verde Project, 19 percent to the Southern Transmission Project, 8 percent to the Hoover Uprating Project, 6 percent to the Mead-Phoenix Project, 5 percent to the Mead-Adelanto Project, 11 percent to the San Juan Unit 3 Project, and 7 percent to the Magnolia Power Project; and WHEREAS, commencing July 1, 25, the estimate for direct charges for funded projects will be revised. BE IT RESOLVED that the Authority Administrative and General Expense budget for Fiscal Year is hereby approved.

54 BE IT FURTHER RESOLVED that commencing as of July 1, 25, all General Expenses of the Authority be allocated 44 percent to the Palo Verde Project, I9 percent to the Southern Transmission Project, 8 percent to the Hoover Uprating Project, 6 percent to the Mead-Phoenix Project, 5 percent to the Mead-Adelanto Project, I I percent to the San Juan Unit 3 Project, and 7 percent to the Magnolia Power Project. BE IT FURTHER RESOLVED that the allocation for General Expenses provided in Resolution be rescinded at the close of business at the end of June 25. This Resolution shall become effective July 1, 25. THE FOREGOING RESOLUTION is approved and adopted by the Authority this lgth day of May 25. ATTEST: WESI DENT Southern California Public Power Authority Southern California ~ u d d Power Authority

55 Date: May 1 1,25 To: From: Subject: Board Members Bill D. Carnahan SCPPA BUDGET MATERIALS Attached for your review at the May 19 Board Meeting is the 25-6 SCPPA Administrative and General Budqet. The second document (Notes to the 25-6 A&G Budget) attempts to provide background and answer the obvious questions in advance. Please review both documents side by side. The Budget was reviewed at the April 4 Executive Committee Meeting, April 7 Budget Workshop, and April 21 Board Meeting. The following changes were made: All amounts have been rounded to the nearest $1. Increase in Agent Billable of $24,687 to reflect final cost of living adjustment. HIGHLIGHTS PROJECTED ACTUAL - $155,1 under budget Projected Actual for 23-4 is 3% under budget mainly due to lower projected Agent Billable. PROPOSED BUDGET. $83,2 increase The proposed budget is 16.57% higher than the current budget and reflects a 2.43% increase over the projected actual. Many categories show small increases or decreases. The largest dollar increases are: 11 Project Allocated Expenses Direct Project Related Expenses 23 Outside Legal $573, If you have any questions which are not covered in the Notes, please feel free to call me, Craig Koehler or Steve Homer at (626) Attachments

56 NOTES TO THE A&G BUDGET - FINAL 511 9/5 How to Read the Budset The budget is presented with multiple levels of detail, starting with the Summary, then continuing with more detail. Page 1 is the overall Summary Page 2 is the Pasadena Office Summary, followed by more detail Page 1 provides detail for Engineering Services Page 1 I provides detail for Bond Counsel Page 12 provides detail for Legal Sewices Pages 13 and 14 break Agent Billable costs down by Project Pages break the Agent Billable costs down further within the groups Page 2 provides detail for Trustee Costs Page 21 provides LADWP personnel detail Page 22 shows estimated total SCPPA A&G cost per Member Actual and projected expenses are based on cost reports. 1 - General Expenses New budget to prior budget 11.78% variance, primarily due to increase in salaries and benefits as a result of the new General Counsel position. Proiect-Allocated Expenses are spread to the Projects by formula. Non-Proiect-Allocated Expenses consist of Legislative Advocacy, Restructuring, Sacramento Office, and APPA dues for the Members. They are paid for from separate checking accounts, funded by special billings. Direct Project-related Expenses are directly charged to a specific project. Identified with (#). 2 - Admin Expenses New budget to prior budget is a 23.77% variance.

57 1 - General Expenses 11A - Salaries Proiected Actual - $1 5,77 over budqet - New General Counsel position - Includes salary for Government Affairs Manager (related expenses for benefits included in category 11 M) Budnet - $214,5 increase New General Counsel position. - Does not include Executive Director budgeted under I1, Consulting Services. Merit progression and performance pay adjustments Salary for Government Affairs Manager and shared salary (estimated) for Sacramento ofke receptionist included. 11 B - Employee Benefits Projected Actual - $36,8 over budget - Increase in medical premium insurance rates effect 1/1/5. - New General Counsel position. Budqet - $62,1 increase due to PERS and medical premium increase New General Counsel position. - Retirement is % of salaries (minus OTlTemp help) (increase in employer percentage from %) - Medical Insurance is least expensive full family coverage for 5 employees (excluding Executive Director). Reflects current rates. - DentalNision coverage $1,2 maximum for 6 employees and families. - Disability based on actuals. Includes premium for new employee and increasing rate. - State Employer Taxes is 2.2% of first $7, of salary (for 5 employees). - Medicare is 1.45% of salary. New sick pay program - Universal Leave implemented I1 C - Executive Search NONE

58 11 D - Meeting Expense Proiected Actual - $2,7 over budget - Overall Board meeting expense lower due to majority of meetings held at SCPPA - Includes additional committee - Gas Reserve Project Coordinating Committee (meets 2 x mo) Budqet - $1, decrease (based on approx 75 meetings including Board and various committees) - Based on this year's actual costs. Annual Meeting broken out.. Includes lunch following all Board Meetings. - Includes new committee, with lunches. - Assumes majority of Board meetings to be held at SCPPA offices, which will help contain the overall costs. 11 E - Office Rent and Parking Proiected Actual - $1,2 over budget; parking for new position. Budaet - $1 2,8 increase Based on current lease and current expenses. Lease expires January 1, 29. IOIF - Office Equipment and Furniture Proiected Actual - lncludes funding to add additional equipment to conference room. Equipment LeaseIMaintenance includes leases and maintenance agreements for copier and fax machine, computer repairs and network and web site maintenance. Costs of computerlnetwork repair and maintenance are increasing with increased use and complexity. Budaet - $18,2 increase - Includes Phase I for video conferencing equipment. - Office Equipment includes computers, printers and software. New server and storage backup. Equipment LeaseIMaintenance includes copier and fax lease and maintenance, network and website maintenance, and miscellaneous repair and maintenance.

59 IOIG - Office Expenses Proiected Actual - $1,2 under budget, due to reduced printing costs - Bank charges include "analysis charges" Budget - $9 decrease - Based on current actuals. 11 H - Travel and Conference Proiected Actual - $1, over budget. - Increase in travel for Project Manager - SJU3 - water I cooling tower 1 life extension I Participation Agreement Budnet - $1,1 increase - Includes travel for all staff. Increased Staff travel for Mead Phoenix Interconnection Agreement) and San Juan (Water / Life Extension 1 Participation Agreement). General includes training and non-project staff travel Insurance Projected Actual - $1 2,4 under budget for D & (from LADWP Risk Manager). Budqet - $7,4 overall increase, due to D & increase, Workers' Comp overall increase (rate decrease; higher payroll due to Gen. Counsel position) - Workers' Comp 2.7% of salary for traveling employees, I.8% for clerical (was 2.49% and 2.3% respectively). - D & was $121, to $128,6 11 J - Memberships and Dues Proiected Actual - $1 9, under budget - APPA Members dues being paid through SCPPA. Budnet - $23,3 increase reflects CMUA and APPA dues with expected increases. Expected 3% increase in CMUA dues

60 - APPA dues are for all Members, paid through SCPPA. Savings of approximately $18, to SCPPA. Expected increase for APPA approx. 9% over prior year actual, subject to caps. - Includes memberships for Western Energy $2,, CFEE $1 5,, plus sponsored workshops K - LibraryIReference Material Proiected Actual - $1,3 under budget - Miscellaneous includes flight guides and on-line service. Budqet - $3 increase - Based on current actuals. 11 L - Auditing Services Proiected Actual - $1 9,6 over budget Increase in audit fees for STS; MPIMA refunding Budqet - $34,2 increase Based on proposed contract with new auditor I1 M - Sacramento Office Category funded by separate assessment. Salaries are included in 11A. Proiected Actual - $5,3 over budget, not including salary. - New lease and sub lease arrangement effective 1/1/5. Budqet - overall $23, increase, mostly in new leaselsub lease. - Includes shared benefits cost (estimated) for new Sacramento Receptionist position PERS retirement is % of salaries (increase in employer percentage from %) lncludes auto allowance $25 per month. Internet subscription includes AOL and a state assembly service. New office rent is $18, higher per year due to new rent and expenses Lower telephone expense projected Travel includes national travel.

61 11 N - Corporate Counsel Non-project charges of outside counsel and non-financing charges of Fulbright are budgeted here. Proiected Actual - $37,2 under budget Budqet - $37,6 decrease due to internal General Counsel 11 - Consulting Services Proiected Actual - $1 1,7 over budget. Miscellaneous includes payroll service and ArizonaINew Mexico intervention - attorney Robert Lynch. Budqet - $7,2 increase - Consulting Executive Director includes all compensation and overheads. Budget includes new approved contract. - Miscellaneous includes Arizona and New Mexico intervention, and provides funds for small consultant contracts. 11 P - Annual Report Proiected Actual - $7,2 under budget Based on cost reports. lncludes design and photography. - Received favorable printing costs. Budqet - $5, decrease Based on this year's actuals. Assumes writing continues to be done in-house by Finance and Accounting Manager. IOIQ - Financial Advisor Proiected Actual - at budget Budqet - $5, increase - Based on contract extension to 6/3/6, includes monthly retainer ($5,5) and allowable expenses capped at $3,3 per quarter. Includes quarterly swap evaluations at approved increased rate of $12,5 annually (was $7,5).

62 11 R - Bond Counsel Proiected Actual - $24,9 under budget Based on Fulbright estimate. Budaet - no change Based on Fulbright estimate. 11s - Legislative Advocacy Protected Actual - at budget (Federal consulting - Morgan McGuire) Budget - $42, decrease Events includes $2k for congressional tour, and $1 k for proposed legislative trips for elected officials - Planned discontinued consulting contract with Gregg Cook 11T - Restructuring - Renamed Regulatory Proiected Actual - at budget Consists of payments to CMUA. Budaet - $7,8 increase planned to cover contribution to CMUA restructuring effort and payments to Tony Braun's firm 5% to SCPPA andlor other related expenses 11V - Renewable Project Analysis Proiected Actual - $ Budaet - $5,

63 2 - Adrnin Expenses 21 - Engineering Services Proiected Actual - no costs Budqet - - $1 k per Project budgeted - nothing planned. - Triennial Report removed Authority Bond Counsel Proiected Actual - $1, I over budget Based on Fulbrig ht estimates. Budqet - $1, decrease - Based on Fulbright estimates Outside Legal Services Proiected Actual - $23, over budget Ongoing STS cow litigation Budqet - $573, increase Based on projected increase and level of activity for STS litigation. All misc, expenses for projects have been reduced to $ due to internal Gen. Counsel Agent Billable Costs Projected Actual - $246,7 under budget due to vacant positions in LA Accounting and Nuclear Group Budaet - $75,2 decrease (assumes one vacant position for LA Accounting) Reflects 2.7% cost of living and step increases, and other related benefit increases at DWP. Increase in Mgr allocation % from 6% to 8%. Decrease in Health care in-directs to new actuarial study for Post Retirement Benefits (from 58% to 28% as result of change from FASB 16 to GASB 45)

64 - Change in overhead rates (63% nuclear group and 57% accounting vs. prior FY 87% nuclear group, 82% accounting). Nuclear Group budgets 1 engineer charging 6% (change from 4%) to SCPPA. Assumes no vacant position Authority Trustee Costs Proiected Actual - $1, under budget. Budnet - $1 5, decrease - Based on current actuals and prior history. Actual charges depend upon level of activity, including any refunding.

65 11 - Pasadena Office Project Allocated Expenses $1,66,4 $1,694,1 $1,752,85 $1,85,9 9.26% 5.59% Non-Project-Allocated Expenses $891,9 $963, $952,8 $1,89, / 14.31% Direct Project-Related Expenses (#) $99,8 $148,1 $175.5 $ OT9/o 11.74% I General Expenses Total $2,598,1 $2,85,2 $2,88.7 $3,135, % 8.85% Engineering Services $ $7, $ $7,.%.% 22 - Authority Bond Counsel (Fulbright) $21 3,1 $23, $231.1 $22, -4-35% 4.8% 23 - Outside Legal Sewices $18,7 $27, $5, $6OO,W)O Oh 11.% 24 -Agent Billable Costs $854,1 $1,375,9 $1.129,2 $1,3,7-5.47% 15.19% 25 - Authority Trustee Costs $ po1. $4, $386, -3.74% I~drninistrative Expenses Total $1,399,4 $2,4.9 $1,81,3 $2,513, % 38.86%1 TOTAL GENERAL AND ADMINISTRATIVE EXPENSES $3,997,5 $4346,1 $4,691, $5,649,3 16, SUMMARY SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY FISCAL YEAR BUDGET JULY 1,25 THROUGH JUNE 3, GENERAL EXPENSES Previous Current Projected New BudgeU New Budget/ Actual Budget Actual BUDGET Old Budget Projected Actual FY FY FY FY % Variance '7 Variance 2 -ADMINISTRATIVE EXPENSES Page 1

66 New Budgetl Old Budget % Variance PASADENA OFFICE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY FISCAL YEAR BUDGET JULY 1,25 THROUGH JUNE 3,26 Previous Actual FY Current Budget FY Projected Actual FY BUDGET FY A -Salaries 11 B - Employee Benefits 11C - Executive Search 11D - Meeting Expense 11 E - Office Rent and Parking 11 F - Ofice Equipment and Furniture 11 G - Office Expenses 11 H -Travel and Conference Insurance 11 J - Memberships and Dues I1 K - LibrarylReference Material 11 L - Auditing Services 11 M - Sacramento Office 11 N - Corporate Counsel 11 - Consulting Services 11 P - Annual Report 1lQ - Financial Advisor 11R - Bond Counsel (not related to a funded project) 11 S - Legislative Advocacy 11 T - Regulatory $478,2 $1 37,6 $ $41,9 $1 24,5 $1 7,5 $33,7 $39,2 $124,6 $41 9, $9,5 $1 22,5 $78,1 $62,4 $222,8 $43,3 $77,9 $37, % 4.72%.% % 9.97% 19.68% % 2.37% 4.89% 4.97% 3.3% 28.31% 26.32% % 3.25% -1.% 5.77%.% $q98, % $239,2 3.% 11 U - Reserve $.% 11V - Renewable Project Analysis $ $5, $ $5,.% TOTAL 11 - PASADENA OFFICE $2,598,1 $2,85,2 $2,88,7 $3,135, %1 Page 2

67 Base Salaries * $46,6 $474,4 $627,7 $684, % PASADENA SOUTHERN CALIFORNIA PUBLtC POWER AUTHORITY FISCAL YEAR BUDGET JULY 1,25 THROUGH JUNE 3,26 Previous Current Projected New Budget1 Actual Budget Actual BUDGET Old Budget 11A - Salaries FY FY FY FY % variance Overtime Temporary Help ~nallocated performance Pay $14,5~ $14, $14. $21,1 5.71% ] 11~ Total $478,2 $493,6 $644,3 $78, %] * Includes Government Affairs Manager and shared Receptionist Salary (salaries only, benefits are budgeted under 11 M) 11 B - EmpIoyee Benefits * Retirement (PERS) Employee Parking Life Insurance Medical Insurance (PERS) DentalNision Coverage Disability lnsurance State Ernpfoyer Taxes Medicare Unused Sick Time $9, $ -1.% 111 B Total $1 37,6 $1 52,5 $1 89,3 $214,6 4.72% ( Page 3

68 11 D - Meeting Expense Board meetings $1 2,6 $21, $5,8 $7, % Annual Strategic Planning Mtg $1 3,7 $8, $21,1 $1 5, 87.5% Committee Meetings $13,1 $1 4, $1 8,2 $1 9, % Teleconferencing $2,5 $4, $4.6 $5, 25.% I11 D Total $41,9 $47, $49,7 $46, -2.13%1 11 F - Office Equipment and Furniture Office Equipment $2,5 $6, $6,1 $18, % Office Furniture $56,2 $45, $45,9 $5, 11.11% Equipment LeaselMaintenance PASADENA OFFICE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY FISCAL YEAR BUDGET JULY 1,25 THROUGH JUNE 3,26 Previous Current Projected New Budget1 Actual Budget Actual BUDGET Old Budget FY FY FY FY % Variance 11C - Executive Search 11E - Office Rent and Parking Rent and Building Expenses $1 17,9 $121,4 $1 24,6 $1 34,2 1.54% -. Guest Parking $6,6 $7, $5, $7..% I 11 E Total $124,5 $1 28,4 $1 29,6 $141,2 9.97% 1 Page 4

69 New Budgetl Old Budget % Variance PASADENA OFFICE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY FISCAL YEAR BUDGET JULY?, 25 THROUGH JUNE 3,26 Previous Actual FY Current Budget FY Projected Actual FY BUDGET FY f G - Office Expenses Supplies Postage Shipping (CourierlUPSI Federal Express Telephone Bank Charges Off Site Storage PrintinglStationery $9, $4,7 $6, $9, $4, $2,6 $2, % % 8.33% 11.11% 25.% 23.8% -52.% Miscetlaneous Office Expense $3.8 $3. $3.6,$3,.% 111 G Total $33,7 $4,8 $39,6 $39,9-2.21~1 Page 5

70 New Budget1 Old Budget % Variance.%.%.% N/A.% 25.%.%.%.%.% 33.33% -8.% 12.94%.% (11 H Total $39,2 $46,5 $47,5 $47,6 2.37% ( 5/5/ PASADENA OFFICE I1 H - Travel and Conference SOUTHERN CALiFORNIA PUBLIC POWER AUTHORITY FISCAL YEAR BLIDG ET JULY 1,25 THROUGH JUNE 3,26 Previous Actual FY Current Budget FY Projected Actual FY BUDGET FY Executive Director Board President APPA-Winter & Annual Mtgs Energy Systems Manager Governmental Affairs Manager (see I1 M) Accounting & Finance Manager Project Manager Palo Verde (#) STS (#) Hoover (#) Mead-Phoenix (#) Mead-Adelanto (#) San Juan Unit 3 (#) Magnolia (#) General Expenses $23,1 $2,9 $1,2 $2,1 $2, $ $1,1 $4 $1 $3,3 $1 $7, $2,9 $2, $5, $4, $4, $2, $ $1,5 $1, $5 $3, $5 $8,5 $5, Page 6

71 Business Liability & Contents/AutoTTravel Accident $9, $1 5,6 $1 1,5 $14,2-8.97% Worker's Compensation $9,7 $14, $1 5,6 $1 6, 14.29% Directors' 81 Officers' $1 5,9 $1 21, $1 11,9 $1 28,6 6.28% Liability 1 11 l Total $1 24,6 $1 51,4 $1 39, $1 58,8 4.89% 1 CMUA Dues $7,3 $8,1 $8,3 $8,6 6.17% Arizona Corp. Commission (#) $1 $1 $1 $1.% APPA Dues $376,6 $421, $45,3 $441,8 4.94% Miscellaneous $35. $4. $36.5 $42. 5.% [lo1 J Total $41 9, $469,2 $45,2 $492,5 4.97~1 11 K - LibrarylReference Material Electric Utility Week $1,8 $1,7 $1,8 $1, % Cal~fornia Energy Markets $1,2 $1,3 $1,2 $1,2-7.69% Yellow Books (Federal, Congress and California) Misdlnternet Service $4.8 $5, $3,4 $5..% 111 K Total $9,5 $9,1 $7,8 $9,4 3.3% [ 5/ PASADENA OFFICE 11 I - Insurance SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY FISCAL YEAR BUDGET JULY 1,25 THROUGH JUNE 3,26 Previous Current Projected New Budget/ Actual Budget Actual BUDGET Old Budget FY FY FY FY % Variance 11 J - Memberships and Dues Page 7

72 New Budgetl Old Budget % Variance Government Affairs * Benefits Retirement (PERS) Auto Allowance Life Insurance Medical (PERS) Dental Vision Disability State Employer Tax Medicare Unused Sick Time Worker's Compensation Internet Subscription Office Rent and Expense Telephone Travel and General Expense $27,1 $25, $2,9 $25,.% 1 I 1 M Total $78,1 $87,4 $92,7 $1 1, %] Salary included in 11A 11 - PASADENA OFFICE 11 L - Auditing Services Palo Verde (#) So. Transmission System (#) Hoover {#) Mead-Phoenix (#) Mead-Adelanto (#) San Juan Unit 3 (#) Magnolia Power Project (#) SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY FISCAL YEAR BUDGET JULY 1,25 THROUGH JUNE 3,2M Previous Actual FY Current Budget FY Projected Actual FY BUDGET FY M - Sacramento Office Page 8

73 11 N - Corporate Counsel $62,4 $72,6 $35,4 $35, % 11 - Consulting Services Consulting Executive Director $21 9,8 $2 16,7 $231, $223,9 3.32% [lo1 fotal $222,8 $221,7 $233,4 $228,9 3.25% 1 Miscellaneous $3. $5, $2.4 $5..% 11 P - Annual Report $43,3 $5, $42,8 $45, -1.% 11Q - Financial Advisor $77,9 $86,7 $86,7 $91,7 5.77% 11 R - Bond Counsel (Not related to a funded project) $37,8 $3, $5,1 $3,.% 11 S - Legislative Advocacy Federal $87,8 $1, $1,4 $1,.% State $42,9 $45, $45,2 $3, % Events.% 11 T - Regulatory ~e~ulator~ $239,2 $26. $26, $ % 11 OIT Total $239,2 $26, $26, $267,8 3.% [ 11U - Reserve $ $ $ $.% I OlV - Renewable Project $5. $i! $5..% 5/5/ PASADENA OFFICE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORtTY FISCAL YEAR BUDGET JULY 1,25 THROUGH JUNE 3,26 Previous Current Projected New Budgetl Actual Budget Actual BUDGET Old Budget FY FY FY FY % Variance Page 9

74 New Budget/ Old Budget % Variance.%.% TOTAL 21 - AUTHORITY ENGINEERING CONSULTANT $ $7, $ $7,.%.%.%.%.%.%.% SOUTHERN CAtlFORNlA PUBLIC POWER AUTHORITY FISCAL YEAR BUDGET JULY 1,25 THROUGH JUNE 3, Engineering Services 21A - Paio Verde Project Miscellaneous Tasks 21A Total 21 B - Southern Transmission System Project Miscellaneous Tasks 21 C - Hoover Uprating Project Miscellaneous Tasks 21 D - Mead-Phoenix Project Miscellaneous Tasks 21 E - Mead-Adelanto Project Miscellaneous Tasks 21 F - San Juan Unit 3 Project Miscellaneous Tasks 21 G - Magnolia Power Project Miscellaneous Tasks Previous Actual FY $ $ $ $ $ $ $ $ Current Projected Budget Actual BUDGET FY FY FY Page 1

75 New Budget1 Old Budget % Variance.%.%.%.%.%.% % TOTAL 22 AUTHORIN BOND COUNSEL $213,1 $23, $231,1 $22, -4.35% SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY FISCAL YEAR BUDGET JULY 1,25 THROUGH JUNE 3, Authority Bond Counsel (Fulbright) 22A - Palo Verde Project Miscellaneous Tasks Previous Actual FY $98,6 Current Projected Budget Actual BUDGET FY FY FY B - Southern Transmission System Project Miscellaneous Tasks $28,1 22C - Hoover Uprating Project Miscellaneous Tasks $9,3 22D - Mead-Phoenix Project Miscellaneous Tasks 22E - Mead-Adelanto Project Misceilaneous Tasks 22F - San Juan Unit 3 Project Miscellaneous Tasks 22G - Magnolia Power Project Miscellaneous Tasks $1 3,4 $14,1 $21,5 $B,I Page 1 1

76 5/5/25 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY FISCAL YEAR BUDGET JULY 1,25 THROUGH JUNE 3, Outside Legal Services 23A - Palo Verde Project Miscellaneous Tasks Previous Current Projected New Budget1 Actual Budget Actual BUDGET Old Budget FY FY FY FY O/O Variance 23B - Southern Transmission System Project Misc. (STS Litigation) 23C - Hoover Uprating Project Miscellaneous Tasks 23D - Mead-Phoenix Project Miscellaneous Tasks 23E - Mead-Adelanto Project Miscellaneous Tasks 23F - San Juan Unit 3 Project MisceHaneous Tasks 23G - Magnolia Power Project Miscellaneous Tasks TOTAL 23 - LEGAL SERVICES $1 8,7 $27, $5, $6, % Page 12

77 DWP Accounting and Investments I $73,5 $11, $77,3 $95, ~1 5/5/25 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY 24 - AGENT BILLABLE COSTS FISCAL YEAR BUDGET JULY 1, 25 THROUGH JUNE 3,26 24 A - Agent Cosb - Palo Verde Project Previous Current Projected New Budgetl Actual Budget Actual BUDGET Old Budget FY FY FY FY % Variance DWP Accounting and Investments DWP Nuclear Group Total 24 B - Agent Costs - Southern Transmissior System Project DWP Accounting and Investments 24 C - Agent Costs - Hoover Uprating Projecl Page 13

78 DWP Accounting and Investments $72,7 $1 12,4 $1 5,1 $15,6-6.5% IID Imperial irrigation District $26. $26, $26. $26..% f otal I $98,7 $1 38,4 $131,1 $131, %I TOTAL 24 A-G $854,1 $1,375,9 $1,129,2 $1,3,7-5.47%1 DWP Accounting and Investments $763,3 $$,I 3,7 $91 5,7 $1,71,6-5.23% DWP Nuclear Group $64,8 $ $187,5 $23,1-7.34% IID Imperial Irrigation District $26. $26, $26. $26..% Total 1 $854,1 $1,375,9 $1,129,2 $1,3,7-5.47% 1 5/5/ AGENT BILLABLE COSTS 24 D - Agent Costs - Mead-Phoenix Projeci SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY FISCAL YEAR BUDGET JULY 1,25 THROUGH JUNE 3,26 Previous Current Projected New Budget1 Actual Budget Actual BUDGET Old Budget FY FY FY FY % Variance DWP Accounting and lnvestments 24 E - Agent Costs - Mead-Adelanto Projeci DWP Accounting and Investments 24 F - Agent Costs San Juan Unit 3 Projecl 24 G - Agent Costs - Magnolia Power Projeci DWP Accounting and Investments I $26, $93, $91,5 $86,3 N/A 1 AGENT BILLABLE COST TOTALS BY GROUP Page 14

79 5/5/25 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY FISCAL YEAR BUDGET JULY 1,25 THROUGH JUNE 3, AGENT BILLABLE COSTS DETAIL Previous Current Projected New Budget/ Actual Budget Actual BUDGET Old Budget 24A - Agent Costs FY FY FY FY % Variance -Palo Verde Project DWP Accounting and Investments Labor & I ndi reds $22,9 $366, $271, $339,8-7.16% Travei $1 $5 $6 $9 8.% Other $7,5 $32. $3.6 $36, % Total $291,5 $398,5 $275,2 $376,9-5.42% Palo Verde Detail Totals Labor & Indirects $279,4 $565,2 $438,5 $522,9-7.48% Travel $2,1 $1 5,5 $1 5,6 $1 5,9 2.58% Other $74,9 $37, $8,6 $41, % Total 1 $356,4 $617,7 $462,7 $58, -6.1% 1 DWP NudearGroup Labor & I ndi reds Travel Other Total Page 15

80 24 - AGENT BILLABLE COSTS DETAIL 24B - Agent Costs Southern Transmissior System SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY FISCAL YEAR BUDGET JULY 1,25 THROUGH JUNE 3,26 Previous Current Projected New BudgeV Actual Budget Actual BUDGET Old Budget FY FY FY FY % Variance DWP Accounting and Investments Labor & lndirects Travel Other Total 24C - Agent Costs - Hoover Uprating Projeci DWP Accounting and Investments Labor & lndirects Travel Other Total Page I6

81 24 - AGENT BlLLABLE COSTS DETAIL 24D - Agent Costs -Mead-Phoenix Projecl SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY FISCAL YEAR BUDGET JULY 1, 25 THROUGH JUNE 3,26 Previous Current Projected New Budgefl Actual Budget Actual BUDGET Old Budget FY FY FY FY % Variance DWP Accounting and Investments Labor & Indirects Travel Other Total 24E - Agent Costs - Mead-Adelanto Projecl DWP Accounting and Investments Labor & Indirects Travel Other Totai Page 17

82 5/5/25 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY FISCAL YEAR BUDGET 24 - AGENT BILLABLE COSTS JULY 1, 25 THROUGH JUNE 3,26 DETAIL Previous Current Projected New Budget1 24F - Agent Costs Actual Budget Actual BUDGET Old Budget - San Juan Unit 3 Projecl FY FY FY FY % Variance DWP Accounting and tnvestments Labor & Indirects $69,3 $19, $1 1,8 $12,1-6.33% Travel $ $1 $2 $1.% Other $3.4 $3.3 $3.1 $3,4 3.3% Total $72,7 $1 12,4 $1 5,1 $15,6-6.5% San Juan Unit 3 Detail Totals Labor & Indirects $89,3 $129, $121,8 $122,1-5.35% Travel $6, $6,1 $6,2 $6,1.% Other Total 1 Imperial Irrigation District Labor & Indirects $2, $2, $2, $2, Travel $6, $6, $6, $6, Other f& a2 Total $26, $26, $26, $26, Page 18

83 24 - AGENT BILLABLE COSTS DETAIL 24G - Agent Costs - Magnolia Power Projecl SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY FISCAL YEAR BUDGET JULY I, 25 THROUGH JUNE 3,26 Previous Current Projected New Budget/ Actual Budget Actual BUDGET Old Budget FY FY FY FY % Variance DWP Accounting and Investments Labor & lndirects Travel Other Total 24A-G DETAiL TOTALS Labor & lndirects Travel Other $98,2 $73,3 $26, $78,2 6.68% 1 Total $854,2 $1,375,9 $1,129,2 $1,3,7-5.47%) Page 19

84

85 Accounting and Investments Manager of SCPPA Accounting Assistant Manager Assistant Investment Officer Utility Accountant Utility Accountant - vacant Utility Accountant Utility Accountant Secretary Total Equivalent full-time employees SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY FISCAL YEAR BUDGET JULY 1,25 THROUGH JUNE 3,26 LADWP PERSONNEL DETAIL Annual Salary Positions Beginning of FY FY FY FY FY 25-2OU6 FY % SCPPA $ SCPPA wllndirects (no OT) *As a resuft of the retirement of Pacienua Dungo, some positions reflect promotions with different staff in the stated position. Nuclear Group Title (no OT) Annual Salary Positions Beginning of FY FY FY FY FY FY % SCPPA $ SCPPA wllndirects Principal Power EngineedManager 1 Mechanical Engineering Associate 1 Mechanical Engineering Associate ** 1 Senior Clerk Typist - 1 Total 4 Equivalent full-time employees 1.I ** Vacant for FY4-5 Accounting 8 Investments Indirect Rate: 57% Nuclear Indirect rate: 63% Page 21

86 APPA Dues (Members') , , , , , , , , ,17625 lw 441,8 Total ESTIMATED A&G COST TO MEMBERS - BY PROJECT M 2DO5-6 Palo Verde 43.84% of Agent Billable STS 19 7% of Agent Blllable 7 5% of Agent Blllable 5 83% of Agent Blllsble 5 57% of Agent BlllaMe San Juan % of Agent Blllable Pasadena Allocated Government Aff arrs Anahelm %. $ , , , Azusa % 1 $ 8, , , , Bann~ng Yo 1 S 8,77.31 om , , % 2% 59 Burbank $ 35, , , ,61.47 D 7 3 l3o.2o2.56 I Colton K l.w $ 8, , , , Glendale % 4 4 $ , , lrnperral % 6.5 $ OW OW.m.m Lm Angeles 4' 67. S 541, % , OW OW MI DO , , OW OW , Vernon % 4.9 $ fll om OW , , a. OW OW Western % 5 W DO DO.W OW DO , W DO Total % 1. $ 87,731 W ,789 W W lw W ,85, ,5 Plus Pas Allw lo , , Tdal SCPPA A8G Budget 2 Allocation of Pasadena by Pmject% 3 Equals Total Pmlect Authority A8G (no1 lnclud~ng Non Pro]ectAllm!ed Expenses) Nde: Percentages have been rounded to two decimal places fordlsplay purposes. The calculations lrslng the exact percentages to four add~t~onal declrnal places. some figures may not appear to add or mumply exactly The dollar figures are correct

87 (Roll Call Vote) RESOLUTION NO 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 (ADVOCACY) WHEREAS, the Board of Directors of the Southern California Public Power Authority (the "Authority") in its Resolution No. 199-I 5 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 , 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 , provided for a separate bank account (the "Resolution No Account") to hold and disburse the additional contributions to the General Fund with respect to advocacy matters and joint planning matters; and WHEREAS, the Board of Directors of the Authority in its Resolution No has provided for a separate bank account (the "Advocacy Account) to hold and disburse contributions to the General Fund with respect to advocacy matters; and 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:

88 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 costs and expenses incurred by the Authority from time to time with respect to advocacy matters; 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 ; (b) shall be in the aggregate amount of $153,, 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; and (c) shall be billed and collected by adding to the Authority's June 25 Hoover Uprating Project billing to Anaheim and the Authority's June 25 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 Charge". 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 the Advocacy Account. The Advocacy Account may be utilized for the purpose of holding contributions and related income, and making disbursements, under this Resolution. As authorized under Resolution No , the President, Vice President, Secretary, any Assistant Secretary and the Executive Director of the Authority may execute checks drawn on the Advocacy Account from time to time. 3. Amounts contributed to and held in the Advocacy Account 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.

89 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 lgth day of May, 25. ATTEST: Southern California Public Power Authority Southern California ~utsh/c Power Authority

90 EXHIBIT A SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY RESOLUTION NO ALLOCATION AMONG MEMBERS MEMBER AMOUNT AZUSA $1 2,75. BANNING $1 2,75. BURBANK COLTON GLENDALE $1 2,75. IMPERIAL $12,75. LOS ANGELES PASADENA RIVERS1 DE VERNON TOTALS

91 RESOLUTION NO 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 (GOVERNMENT AFFAIRS MANAGER) (ADVOCACY) WHEREAS, the Board of Directors of the Southern California Public Power Authority (the "Authority") in its Resolution No 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 , 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 , provided for a separate bank account (the "Resolution No Account") to hold and disburse the additional contributions to the General Fund with respect to advocacy matters and joint planning matters; and WHEREAS, the Board of Directors of the Authority in its Resolution No has provided for a separate bank account (the "Advocacy Account") to hold and disburse contributions to the General Fund with respect to advocacy matters; and 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:

92 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 reimbursing the Revolving Fund for costs and expenses incurred by the Authority' Government Affairs Manager; 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 ; (b) shall be in the aggregate amount of $226,5, 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; and (c) shall be billed and collected by adding to the Authority's June 25 Hoover Uprating Project billing to Anaheim and the Authority's June 25 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 Charge". 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 the Advocacy Account. The Advocacy Account may be utilized for the purpose of holding contributions and related income, and making disbursements, under this Resolution. As authorized under Resolution No , the President, Vice President, Secretary, any Assistant Secretary and the Executive Director of the Authority may execute checks drawn on the Advocacy Account from time to time. 3. Amounts contributed to and held in the Advocacy Account 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.

93 5. This Resolution shall become effective immediately. THE FOREGOING RESOLUTION is approved and adopted by the Authority, this 19" day of May, 25. ATTEST: RESIDENT southern California Public Power Authority Southern California ~uldic Power Authority

94 RESOLUTION NO SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY GOVERNMENT AFFAIRS ALLOCATION AMONG MEMBERS (wlo LADW P) EXHIBIT A (Revised) 5O%BASED ON ENERGY ALLOCATION 5% BASED ON EQUAL SHARES 9.1% ALLOCATION TOTAL COMBINED - Yo ANAHEIM $ 26,31.72 $ 1, $ 36, % AZUSA $ 2,11.2 $ 1, $ 12, % BANNING $ 1, $ 1, $ 11, % BURBANK $ 8, $ 1, $ 19, % COLTON $ 2, $ 1, $ 13, % GLENDALE $ 9,63.9 $ $ 19, ,55O/o IMPERIAL $ 24,115.9 $ 1, $ 34, % PASADENA $ 1,34.8 $ 1, $ 2, % RIVERSIDE $ 18, $ 1, $ 28, % VERNON $ 9, $ 1, $ 19, % CERRITOS $ $ 1, $ 1, % TOTALS $ 113,25. $ 113,25. $ 226,5. 1.%

95 (Roll Call Vote) RESOLUTION NO 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) WHEREAS, the Board of Directors of the Southern California Public Power Authority (the "Authority") in its Resolution No 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 , 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 , provided for a separate bank account (the "Resolution No Account") to hold and disburse the additional contributions to the General Fund with respect to advocacy matters and joint planning matters; WHEREAS, the Board of Directors of the Authority in its Resolution No has provided for a separate bank account (the "Joint Planning Account") to hold and disburse contributions to the General fund with respect to joint planning matters; WHEREAS, the Board of Directors of the Authority, in its Resolution No , 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. WHEREAS, the purpose of the "Restructuring Account" is to provide for contributions from the Members to cover the CMUA restructuring effort and related SCPPA allocated payments, which include an amount equaling approximately 5% of the CMUA payment which is paid to Braun & Blaising, L.L.P. to assist in these efforts;

96 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 costs and expenses incurred by the Authority from time to time with respect to the restructuring of the electric utility industry; 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 ; (b) shall be in the aggregate amount of $267,8, 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; and (c) shall be billed and collected by adding to the Authority's July 25 Hoover Uprating Project billing to Anaheim and the Authority's July 25 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 Charge". 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 the Restructuring Account. The Restructuring Account may be utilized for the purpose of holding contributions and related income, and making disbursements, under this Resolution. As authorized under Resolution No , the President, Vice President, Secretary, any Assistant Secretary and the Executive Director of the Authority may execute checks drawn on the Advocacy Account from time to time. 3. Amounts contributed to and held in the Restructuring Account 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.

97 5. This Resolution shall become effective immediately THE FOREGOING RESOLUTION is approved and adopted by the Authority, this 19th day of May, 25. ATTEST: PRESIDENT Southern California Public Power Authority Southern California Public Power Authority

98 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY RESOLUTION NO ALLOCATION AMONG MEMBERS EXHIBIT A (Revised) RESTRUCTURING ACCOUNT 5% BASED ON ENERGY - GWH ALLOCATION 5% BASED ON EQUAL SHARES (111 2) ALLOCATION TOTAL ANAHEIM 3,282.2 $ 11, $ 11, $ 22, AZUSA 25.9 $ $ 11, $ 12,47.89 BANNING $ $ 11, $ 11, BURBANK 1,92. $ 3, $ 11, $ 15,3.45 CERRITOS 74.5 $ $ 11, $ 11,422.5 COLTON 342. $ 1,212.7 $ 11, $ 12,371.3 GLENDALE 1,13.7 $ 4,9.34 $ 11, $ 15, IMPERIAL 3,8.3 $ 1, $ 11,158,33 $ 21, LOS ANGELES 23,634.3 $ 83,84.76 $ 11, $ 94,963.9 PASADENA 1,289.9 $ 4, $ 11, $ 15, RIVERSIDE 2,322. $ 8, $ 11, $ 19,391.9 VERNON 1,191.8 $ 4,226. $ 11, $ 15, TOTALS 37,762.

99 [Project Vote] RESOLUTION NO RESOLUTION RFLATING TO THE NATURAL GAS PROJECT: (I) AUTHORIZING THE EXECUTION AND DELIVERY OF (A) AN INDENTURE OF TRUST AND (B) A BOND PURCHASE AGREEMENT; (11) AUTHORIZING THE ISSUANCE OF NATURAL GAS PROJECT REVENUE BONDS, DRAW DOWN SERIES 25; (111) RATIFYING CHANGES TO THE FORMS OF THE NATURAL GAS PROJECT GAS SALES AGREEMENTS; (IV) AUTHORIZING CERTAIN RELATED ACTIONS; AND (V) AUTHORIZING THE OFFICERS OF THE AUTHORITY TO DO ALL OTHER THINGS DEEMED NECESSARY OR ADVISABLE WHEREAS, the Southern California Public Power Authority (the "Authority") and certain of its members have investigatcd thc acquisition and development of certain natural gas resources, reserves, fields, wells and related facilities as part of a natural gas acquisition project (the "Project") in order to provide a long-term. supply of natural gas to such members for the purpose of fueling electrical generation needs of such members; WHEREAS, the Cities of Anaheim and Colton (the "Project A Participants") anticipate financing through the Authority their respective shares of the capital costs of the Project; WHEREAS, the Cities of Glendale and Pasadena (the "Project B Participants," and together with the Project A Participants, the "Participants") anticipate contributing capital to the Authority to pay their respective shares of the Authority's capital costs of the Project; provided, however, that notwithstanding anything to the contrary in this Resolution, the actual Participants in the Project shall be only those cities that authorize, or have authorized, (i) proceeding with the Project and (ii) executing and delivering Gas Sales Agreements (as defined below); WHEREAS, on November 18,24, thc Authority approved the form of the Natural Gas Project Gas Sales Agreement (Prqject A) anticipated to be entered into between the Authority and each of the Project A Participants and the form of the Natural Gas Prqject Gas Salcs Agreement (Prqject B) anticipated to be entered into between the Authority and each of the Project B Participants (collectively, the "Gas Sales Agreements"); and WHEREAS, since the meeting on November 18, 24, the City of Burbank has elected not to participate in the Project and certain changes have been made to the forms of the Gas Sales Agreements; NOW, THEREFORE, BE IT RESOLVED BY the Board of Directors of the Southern California Public Power Authority as follows: I. Each of the President and Vice President and each of the Secretary and any Assistant Secretary of the Authority are hereby authorized to execute and deliver an Indenture of

100 Trust relating to the Natural Gas Project Revenue Bonds, Draw Down Series 25 (the "Bonds"), between the Authority and U.S. Bank National Association, as Trustee (the "Indenture"), in substantially the form on file with the Authority, with such changes, insertions and omissions (subject to Paragraph 5 hereof) as shall be approved by said President or Vice President to provide for the terms of the Bonds (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 affix the seal of the Authority thereto. The form of such Indenture is hereby made a part of this Resolution as though set forth in full herein and the same hereby is approved. Payments to be made under the Indenture shall be made by the Authority from moneys collected from the Project A Participants pursuant to the Gas Sales Agreements (Project A). The issuance of the Bonds is hereby authorized, subject to the provisions of this Resolution and the Indenture. The Bonds shall be dated, shall mature on the date and shall bear interest all as provided in the Indenture. The form of the Bonds and the provisions for signatures, authentication, payment, denominations, numbers and other terms thereof shall be as set forth in the Indenture. The Bonds shall be secured by the pledge effected by the Indenture and shall be special, limited obligations of the Authority payable solely from the sources specified in the Indenture. Neither the State of California nor any public agency thereof (other than the Authority) nor any member of the Authority nor any Participant shall be obligated to pay the principal. of, or interest on, the Bonds. Neither the faith and credit nor the taxing power of the State of California or any public agency thereof or any member of the Authority or any Participant is pledged to the payment of the principal of, or interest on, the Bonds. The Bonds shall not constitute a debt or indebtedness of the Authority within the meaning of any provision or limitation of the constitution or statutes of the State of California, and they shall not constitute or give rise to a pecuniary liability of the Authority or a charge against its general credit. 2. Each of the President and Vice President of the Authority is hereby authorized (i) to execute and deliver a bond purchase agreement for the Bonds (the "Bond Purchase Agreerncnt"), between the Authority and Merrill Lynch Portfolio Management Inc. or any affiliate thereof (the "Bond Purchaser"), and (ii) to negotiate the Bond Purchaser's fee relating to the sale and purchase of thc Bonds. The purchase price at which the Bonds are to be sold to the Bond Purchaser and the Bond Purchaser's fee shall be determined in accordance with this Resolution. Payment for the Bonds shall be pursuant to the terms and conditions set forth in the Bond Purchase Agreement. Pursuant to Section 6571 of the Government Code of the State of California, it is hereby found and determined by the Board of Directors that the negotiated sale of the Bonds is necessary. 3. All changes made to the forms of the Gas Sales Agreements since the November 18, 24 meeting of the Authority's Board of Directors are hereby ratified and approved. The current forms of the Gas Sales Agreements are on file with the Authority. The current forms of the Gas Sales Agreements arc hereby made a part of this Resolution as though set forth in full herein and the same hereby are approved.

101 4. Each of the President and Vice President of the Authority is hereby authorized to determine, in connection with or following the issuance and delivery of the Bonds, whether to obtain a "forward commitment" from a municipal bond insurer to insure all or a portion of the long-term bonds to be issued to repay the Bonds and, if it is determined that such a forward commitment should be obtained, the particular provider or providers of municipal bond insurance with which the Authority shall contract for such forward commitment. 5. (a) Each of the President and Vice President of the Authority is hereby authorized to determine, in connection with sale of the Bonds and the execution and delivery of the Indenture, and in consultation with the Finance Committee, the following: $1,,; (i) the aggregate principal amount of Bonds, which shall not exceed (ii) the variable interest rate index or method of determining the rate of interest on the Bonds from time to time; (iii) the maturity date fbr the Bonds, which maturity shall he less than three years from the date of issuance of the Bonds; (iv) (v) (vi) (vii) the purchase price of the Bonds; the interest payment dates for the Bonds; the terms and conditions for delivery of the Bonds; the redemption terms, if any, of the Bonds; and (viii) the application of the proceeds of the Bonds. (b) As used in this Paragraph 8, the "Finance Committee" refers to that portion of the committee of the Authority designated to consider financial matters, cotnprised of representatives of, among others, the Participants. 6. US. Bank National Association is hereby appointed as the Trustee and Paying Agent for the Bonds. Each of the President, Vice President and Executive Director of the Authority is hereby authorized to appoint from time to time any additional fiduciaries, depositaries or agents in connection with the Project, including the financing thereof, and, following the review of the Authority's counsel in the case of any agreements, to execute and deliver any and all agreements, documents and instruments necessary or proper in connection with such appointment of U.S. Bank National Association and with any other such appointment. 7. Each of the President, Vice President and Executive Director of the Authority is hereby authorized to execute and deliver a financial advisory services agreement relating to the sale and issuance of the Bonds, between the Authority and Public Financial Management, Inc., in substantially the form attached hereto.

102 8. Each of the President, Vice President, Secretary and any Assistant Secretary, the Executive Director and any other officer of the Authority is hereby authorized to execute and deliver any and all agreements, amendments to agreements, documents and instruments and to do and cause to be done any and all acts and things deemed necessary or advisable for carrying out the transactions contemplated by this Resolution (including, but not limited to, (i) executing and delivering, or approving, as applicable, any investment agreements relating to the investment of Bond proceeds and (ii) making such changes to the agreements, documents and instruments referred to in this Resolution as shall be requested by any rating agency, any municipal bond insurer, the Bond Purchaser or any other entity if such changes are determined by any such officer or the 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. 9. This Resolution shall become effective immediately. THE FOREGOING RESOLUTION is approved and adopted by the Authority, this 19th day of May, 25. ATTEST: it PRESIDENT Southern California Public Power Authority Southern California public Power Authority

103 (Roll Call Vote) RESOLUTION NO RESOLUTION OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY APPROVING THE ANNUAL BUDGETS FOR MAGNOLIA PROJECT FOR THE FISCAL YEAR JULY 1,25 THROUGH JUNE 3, 26 BE IT RESOLVED by the Board of Directors of the Southern California Public Power Authority (the "Authority") that: I. The three budgets for the Magnolia Power Project (Project A, Project, and Combined) for the Fiscal Year July 1, 25 through June 3, 26, submitted to this Board of Directors, are hereby approved. The Executive Director is hereby authorized and directed to place the budgets so approved in final form, with such changes as shall be necessary or advisable to comply with the Magnolia Power Project Bond Indentures and Power Sales Contracts; and the budgets hereby approved, in such final form, shall constitute the Authority's Annual Budgets for Fiscal Year July 1, 25 through June 3, This Resolution shall become effective immediately. THE FOREGOING RESOLUTION is approved and adopted by the Authority, this 19th day of May ~ RRESIDENT Southern California Public Power Authority ATTEST: Southern California ~ubjic Power Authority

104 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MAGNOLIA POWER PROJECT (COMBINED) ANNUAL BUDGET FOR THE FISCAL YEAR JULY 1,25 THROUGH JUNE 3,26

105 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MAGNOLIA POWER PROJECT COMPARISON OF BUDGET - FISCAL TO ($3) Variance $ - Yo Debt Service Project A Debt Service Project B Combined Debt Service Operation and Maintenance $ 2,141 $ 9,744 $ 7, % Major Maintenancdcapital Improvements $ 12 $ 5,64 $ 5, % Fuel $ 19,541 $ 93,816 $ 74, % Fuel Contingency $ 1,532 $ $ (1,532) -1.% Fuel Transportationlcommon costs $ 743 $ 5,28 $ 4, % Authority A8G Variable Costs Reserve & Contingency Replenishment $ $ $ 9oo.oo/~ TOTAL $ 25,623 $ 136,68 $ 11, % Interest Earnings Project A Interest Earnings Project B Combined Interest Earnings Estimated Scheduled Energy (MWH) 396,916 1,95,324 1,553, % Total Average Unit Cost (mills/kwh) % EXPLANATION OF VARIANCES partial year, includes start-up and 2 months operating 2 Fuel commodity budgeted for estimating purposes only. Participants will be billed only for actual fuel used. 3 Interest Earnings estimated by SCPPA Bonds and Investments, but nat included in the budget per Project Manager.

106 Minimum Cost Component Var~able Cost Component Page 1 Estimated Energy (MWh) to be Scheduled ANNUAL BUDGET December 1.25 through June Magnolia Power Project Combined ($~) Project A Project B Major Net Net Fuel Operation Maintenance/ Debt Debl Fuel Transportation & and Capital Service Servtce Fuel Cost " Continqency' Common Costs Maintenance Improvements Authority A&G Expenses Subtotal Minimum Cost Component Total Variable Cost of Cost Power to Component Authority July w SeP oct Nov Dec Jan Feb Mar Full Year Fuel Contingency will be billed only on written request cf The Proleit \-Imager -*Erlin>ateonly - Furl cmmnoditycxpenw to be billcd as actualtg incurred

107 Page 2 Total Revenue Fund Disbursements 11,384 11,384 11,384 34,152 11,384 11,384 11,384 68,34 11,384 11,384 11,384 12, , , , ,68 ANNUAL BUDGET December 7, 25 through June 3.26 Magnol~a Power Project Comb~ned (S~) Revenues Revenue Fund Disbursements Min~mum Cost Component Variable cost Component Project A Project B Interest Interest Eamin~s Earnings Total Revenues Operatrng Account Operating ReSe~e Subaccount Project A Debt Service Project B Debt Service Reserve 8 Contirgew 9,89 9,89 9,89 1,54 1,54 1, t 29,427 4, ct Nov Dec 9, ,54 1,54 1, ,854 9, Jan Feb Mar , t, , Apr May Jun , Total 117,78 18,48 852

108 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MAGNOLIA POWER PROJECT (PROJECT A) ANNUAL BUDGET FOR THE FISCAL YEAR JULY 1,25 THROUGH JUNE 3,26

109 Minimum Cost Component Varlable Cost Component 1,91 1,91 1,91 32,73 1,91 f,91 1,91 65,46 1,91 1,91 1,91 98,19 1,91 1,91 1,92 13,812 Page 1 Estimated Energy (MWh) to be Scheduled ANNUAL BUDGET December 1, 25 through June 3,26 Magnolia Power Project A ($~) Month Project A Major Subtotal Total Net Fuel Operation Maintenance1 Authority Minimum Variable Cost of Debt Fuel Transportat~on 8 and Capital A&G Cost Cost Power to Service Fuel Cost Continqency Common Costs Maintenance Improvements Expenses Component Component Authoritv July Aug SeP 3-Month Oct Nov Dec 6-Month Jan Feb Mar 9-Month APr May Jun Full Year 1,661 1,661 1, ,661 1,661 1,661 63,963 1,661 1,661 1,661 95,945 1,661 1,661 2, , , , ,885 Fuel Cont~ngency will be billed only on written request of ths Project Manager *Estimate only - Fuel cornmodit?. expense to b~ bdled ar actually miurred

110 w hhh a qqq h- mmm LO ~ O P P P " NNN '- N

111 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MAGNOLIA POWER PROJECT (PROJECT B) ANNUAL BUDGET FOR THE FISCAL YEAR JULY 1,25 THROUGH JUNE 3,26

112 Minimum Cost Component Variable Cost Component I , , , Page l Estimated Energy (MWh) to be Scheduled ANNUAL BUDGET December 1, 25 through June 3.26 Magnolia Power Project B 1$s) Project B Major Net Fuel Operatmn Ma~ntenancel Authorty Debt Fuel Transportat~on & and Capfial A&G Serva;e Fuel Cost Conlmsencv Common Costs Ma~ntenance Improvements Expenses Subtotal Minimum Cost Component Total Variable Cost of Cost Power to Com~onent Authority oci Nov Dec Jan Feb Mar I Full Year 127 5,796 ' Fuel Contingency. *]I1 be billed only cn wrrtten request of the P~ojeit Manager "Estmate only. -Fuel commodity expense to be bllled as actual!? ~n~mrred

113 ANNUAL BUDGET December 1.25 through June 3.26 Page 2 Magnolia Power Project B t$ooos) - Month Minimum Cost Component Revenues Varkble Cost Component Interest Eaminqs Total Revenues Revenue Fund Disbursements Operating Operating Reserve Account Subaccount Project B Debt sew ice Account Reserve 8 Contingency Account Total Revenue Fund Disbursements July Aug Sep f $483 %Month , $1,449 oct Nov Dec $483 $483 $483 6-Month ,898 2, ,898 Jan Feb Mar $483 $483 $483 9-Month ,347 3, $4,347 A pr May Jun $483 f 483 $483 Total ,796 4, $5,796

114 (Roll Call Vote) RESOLUTION NO RESOLUTION OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY APPROVING THE BUDGET FOR MEAD-ADELANTO PROJECT FOR THE FISCAL YEAR JULY 1,25 THROUGH JUNE 3,26 BE IT RESOLVED by the Board of Directors of the Southern California Public Power Authority (the "Authority") that: 1. The budget for the Mead-Adelanto Project for the Fiscal Year July I, 25 through June 3, 26, submitted to this Board of Directors, is hereby approved. The Executive Director is hereby authorized and directed to place the budget so approved in final form, with such changes as shall be necessary or advisable to comply with the Mead-Adelanto Project Bond Indenture and Transmission Service Contracts; and the budget hereby approved, in such final form, shall constitute the Authority's Annual Budget for Fiscal Year July 1, 25 through June 3, This Resolution shall become effective immediately. THE FOREGOING RESOLUTION is approved and adopted by the Authority, this 19th day of May 25. ATTEST: Southern California Public Power Authority ~'outhern California ~ uble Power Authority

115 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MEAD-ADELANTO TRANSMISSION PROJECT ANNUAL BUDGET FOR THE FISCAL YEAR JULY 1,25 THROUGH JUNE 3,26

116 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MEAD-ADELANTO TRANSMISSION PROJECT COMPARISON OF BUDGET - FISCAL TO ($'~) Variance 2 - Yo Net Debt Service $ Operation and Maintenance $ Authority A&G $ Property Taxes $ Capital Improvements $ TOTAL $ $ 1, % $ % S 36 2.% $ -.% s (6) N A $ 1, % Interest Earnings $ EXPLANATION OF VARIANCES 1 Net Debt Service reflects 24 refunding, with savings taken up front (last year) Will remain at this level through Operation and Maintenance budget from Project 3 Authority A&G reflects increased Pasadena Allocated costs. 4 Property Taxes reflect actual bills. 5 Capital Improvements - none planned. 6 Interest Earnings projected by SCPPA Bonds 8 Investments

117 Page 1 ANNUAL BUDGET MEAD-ADELANTO TRANSMISSION PROJECT JULY 1, 25 through June 3.26 ('s) Month Net Debt Service Operation And Maintenance Capital Improvements Net SCPPA Admin. & General * Property Taxes Total Transmission Costs $85 $85 S85 - $ $ 3.Q $18 $1 8 u.3 $33 $33 $33 $1,754 $1,754 $1-754 Subtotal $256 $ 554 $99 $5,263 Oct Nov De c $85 $85 $85 - $ $ a $18 $1 8 $18 $33 $33 $33 $1,754 $1,754 $1.754 Subtotal $256 $ $54 $99 $5,263 Jan Feb Mar $85 $ $ $ $1 8 $1 8 $18 $33 $33 $33 $1,754 $1,754 $? *754 Subtotal $256 $ $54 $99 $5,263 $8 5 $85 $85 $ $18 $1 8 $18 $33 $33 $33 $1,754 $1,754 $1.754 Subtotal 5256 $ $54 $99 $5.263 Annual Total $1,24 $ $216 $396 $21,52 * Net of Payments from Western

118 Page 2 Total Revenue Fund Disbursements $22,78 ANNUAL BUDGET MEAD-ADEL4NTO TRANSMISSION PROJECT JULY 1,25 through June 3,26 Month Monthly Transmission Costs interest Earnings Revenues Payments from Western Total Revenues Operating Fund * Debt Service Account Renewal & Replacement Account Debt Service Reserve Account Surplus Account Jul Aug S ~ P $1.754 $1,754 $1,754 $242 S142 $142 $2 $2 $2 - $1,898 $1,898 $1-898 $138 $138 $138 $451 $451 $451 $ $ $ a2 $1,39 $1,39 $1,39 Subtotal $5,263 $426 $6 $5,695 $415 $1,353 $ $ $3,927 Oct Nov Dec $1,754 $1,754 $1-754 $142 $A 42 $ $2 32 $1,898 $1,898 $1.898 $1 38 $138 $138 $451 $451 $451 $ $ a $ $ a $1,39 $1,39 $1-39 Subtotal $5,263 $426 $6 $5,695 $415 $1,353 $ $ $3,927 Jan Feb Mar $1,754 $1,754 $1,754 $142 $142 $142 $2 $1,898 $1.898 $1 398 $138 $138 $451 $451 $451 $ $ a2 $ $ $1-39 $1,39 $1,39 Subtotal $5,263 $426 $6 $5,695 $415 $1,353 $ $ $3,927 APr M ay June $1,754 $1,754 $1-754 $142 $142 $142 $2 $2 32 $1,898 $1,898 $1.898 $1 38 $138 $138 $451 $451 $451 $ $ a $ $ a $1,39 $1,39 $1-39 Subtotal $5.263 $426 $6 $5,695 $41 5 $1-353 $ $ $3,927 $1,898 $1,898 $1.898 $5,695 $1,898 $1,898 $1-898 $5,695 $1,898 $1,898 $1.898 $5,695 $1,898 $1,898 $1.898 $5,695 Annual To1 $21,52 $1,74 $24 $22,78 $1,66 $5,412 $ $ $15,78 To the extent sufficient monies exist in the Operating Account, such monies will be deposited into the Operating Reserve Subaccount.

119 (Roll Call Vote) RESOLUTION NO RESOLUTION OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY APPROVING THE ANNUAL BUDGET FOR MEAD-PHOENIX PROJECT FOR THE FISCAL YEAR JULY 1,25 THROUGH JUNE 3,26 BE IT RESOLVED by the Board of Directors of the Southern California Public Power Authority (the "Authority") that: 1. The budget for the Mead-Phoenix Project for the Fiscal Year July 1, 25 through June 3, 26, submitted to this Board of Directors, is hereby approved. The Executive Director is hereby authorized and directed to place the budget so approved in final form, with such changes as shall be necessary or advisable to comply with the Mead-Phoenix Project Bond Indenture and Transmission Service Contracts; and the budget hereby approved, in such final form, shall constitute the Authority's Annual Budget for Fiscal Year July 1, 25 through June 3, This Resolution shall become effective immediately. THE FOREGOING RESOLUTION is approved and adopted by the Authority, this 19th day of May 25. ATTEST: Sout kpresident ern California Public Power Authority Southern California public Power Authority

120 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MEAD-PHOENIX TRANSMISSION SYSTEM ANNUAL BUDGET FOR THE FISCAL YEAR JULY 1,25 THROUGH JUNE 3,26

121 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MEAD-PHOENIX TRANSMISSION PROJECT COMPARISON OF BUDGET - FISCAL TO ($'~) I Variance "/o Net Debt Service Operation and Maintenance Net Authority A&G Property Taxes Capital Improvements TOTAL Interest Earnings EXPLANATION OF VARIANCES 1 Net Debt Service reflects 24 refunding, with savings taken up front (last year). Will remain at this level through Operation and Maintenance from SRP. 3 Authority A&G flat. 4 Property Taxes based on actual billings. 5 Capital Improvements - less work planned 6 Interest Earnings reflects lower Debt Service Reserves.

122 Total Transmisston Costs Page 1 Montfi Net Debt Service Component A ANNUAL BUDGET MEAD-PHOENIX TRANSMfSS1ON PROJECT July 1.25 through June 3.26 ('s) Operation And Maintenance Component B Component C Capital Improve- & Net SCPPA Admin. & General Property Taxes Jul Aw SeP $51 $51 $51 $1 4 $1 4 $14 $6 $6 $3 $1 5 $15 $15 $2 52 $2 Subtotal $7,53 $42 $1 8 $45 $6 Oct Nov Dec $51 $51 $51 $14 $1 4 $14 $6 $6 $5 $1 5 $15 $15 $2 $2 $2. Subtotal $7,53 $42 $18 $45 $6 Jan Feb Mar $51 $51 $51 $14 $1 4 $14 $6 $6 $6 $1 5 $15 $15 $2 $2 $2 Subtotal $1,53 $42 $1 8 $45 $6 Apr May June $5 1 $51 $51 $14 $1 4 $14 $6 $6 $5 $1 5 $4 5 $15 $2 $2 $2 Subtotal $1,53 $42 $1 8 $45 f 6 Annual Total $6,12 $168 $72 $18 $24 * Net of Payments from Western

123 $652 $652 $652 $1,956 $652 $652 $652 $1,956 $652 $652 $652 $1,956 $652 $652 $652 $1,956 $7, J25 ANNUAL BUDGET Page 2 MEAD-PHOENIX TRANSMISSION PROJECT July 1, 25 through June 3, 26 ('s) Revenues Disbursements Monthly Transmission Costs Interest Earninqs Payments from Western Total Revenues Operating Fund * Debt Service Account Renewal & Replacement Account Debt Service Reserve Account Surplus Account Total Revenue Fund Disbursements Jul Aug S ~ P $ $595 $45 $45 $45 $1 2 $1 2 $12 $652 $ $14 $14 $14 $2 54 $1 54 $154 $ $ a $392 $392 $392 Subtotal $1-785 $1 35 $36 $1,956 $31 2 $462 $ $2,176 Oct Nov Dec $595 $595 $595 - $4 5 $45 $45 $12 $ $652 $652 $652 $1 4 $24 $14 $154 $1 54 s154 $ $392 $392 $392 Subtotal $1,785 $135 $36 $1,956 $31 2 $462 $ $1,176 Jan Feb Mar $595 $595 $595 $45 $45 $45 $12 $12 $12 $652 $652 $652 $1 4 $1 4 $14 $154 $254 $154 $ $ $32 $392 $392 $392 Subtotal $1,785 $1 35 $36 $1,956 $312 $462 $ $1,176 AP~ May June $595 $595 $595 $45 $45 $45 $12 $12 $22 $652 $652 $652 $1 4 $1 4 $14 $1 54 $154 $254 $ $ B $392 $392 $392 Subtotal $2,785 $ $1,956 $322 $462 $ $2,176 Annual Total $7,14 $54 $144 $7,824 $1,248 $1.848 $ $4,74 * To the extent sufficrent monies exist in the Operating Account, such monies wdl be deposited into the Operating Reserve Subaccount.

124 (Roll Call Vote) RESOLUTION NO RESOLUTION OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY APPROVING THE BUDGET FOR PAL VERDE PROJECT FOR THE FISCAL YEAR JULY 1,25 THROUGH JUNE 3, 26 BE IT RESOLVED by the Board of Directors of the Southern California Public Power Authority (the "Authority") that: 1. The budget for the Palo Verde Project for the Fiscal Year July 1, 25 through June 3, 26, submitted to this Board of Directors, is hereby approved. The Executive Director is hereby authorized and directed to place the budget so approved in final form, with such changes as shall be necessary or advisable to comply with the Palo Verde Project Bond Indenture and Power Sales Contracts; and the budget hereby approved, in such final form, shall constitute the Authority's Annual Budget for the Palo Verde Project for the Fiscal Year July 1, 25 through June 3, This Resolution shall become effective immediately. THE FOREGOING RESOLUTION is approved and adopted by the Authority, this 19th day of May 25. ATTEST: Southern California Public Power Authority Southern California public Power Authority

125 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY PALOVERDEPROJECT ANNUAL BUDGET FOR THE FISCAL YEAR JULY 1,25 THROUGH JUNE 3,26

126 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY PAL VERDE NUCLEAR GENERATING STATION COMPARISON OF BUDGET - FISCAL TO Variance MINIMUM COST COMPONENT Debt Service (net) Operation and Maintenance APS Administration and General Insurance Renewals and Replacements Decommissioning Taxes Authority A&G Subtotal Minimum Cost Component VARIABLE COST COMPONENT Nuclear Fuel - Direct Costs Nuclear Fuel - Spent Fuel Debt Service ANPP Trans. (net) Payments to SRP Debt Service - PV Switchyard (net) PV Switchyard O&M Subtotal Variable Cost Component Total Cost of Power to the Authority Estimated Scheduled Energy (MWH) Total Average Unit Cost (mills/kwh) Interest Earnings

127 EXPLANATION OF VARIANCES Minimum Cost Component Net Debt Service reflects defeasance of all fixed rate bonds, and plan to levelize all remaining debt service. Increased interest earnings on surplus account funds. Operation and Maintenance refelcts APS plans, including increased security. Reduced by $7.3 million from accumulated overcollections. APS A&G reflects inflation and retirement medical costs Insurance reflects actual costs Renewals 8 Replacements flat. Decommissioning obligations fully funded, per latest estimates. Taxes reflects actual history. Author~ty A&G increase reflects higher Pasadena Allocated costs. Variable Cost Component Nuclear Fuel Direct Costs reflects higher prices. Nuclear Fuel Spent Fuel Disposal includes dry cask storage costs. Debt Service ANPP Transmission reflects fixed rate bonds defeased. Payments to SRP reflect historical billings. Debt Service PV Switchyard reflects fixed rate bonds defeased. PV Switchyard O&M reflects historical billings. Interest Earnings reflects earnings on Surplus Account omitted last year

128 Page 1 Subtotal Minimum Cost Component $3,912 3,912 3,912 $1 1,737 $3,912 3,912 3,912 $1 1,737 $3,912 3,912 3, $1 1,737 $3,912 3,912 3, $1 1,737 $46,949 ANNUAL BUDGET Power Suppty Year July 1,25 Through June 3,26 Authority Interest in Palo Verde Nuclear Generating Station (1) ($) Minimum Cost Component (2) Operation and Maintenance (6) insurance (7) Renewals and Replacements (6) Additional Decommissioning Reqmt.(8) Subtotal Oct Nov Dec Subtotal Jan Feb Mar Subtotal Subtotal Total FY $922 $922 $ $2,766 $922 $922 $ $2,766 $922 $922 $ $2.766 $922 $922 $ $2,766 $1 1,64 $25 $25 $25

129 Page 2 Estimated Energy to be Scheduled (MWh)(l6) ,66 15,66 145, ,12 11,11 97,85 123, ,8 153,34 138,5 153, :18 1,44 146, ,772 1, ANNUAL BUDGET Power Supply Year July I, 25 Through June 3,26 Authority Interest in Palo Verde Nuclear Generating Station (1) (5) Variable Cost Component (3) Month Nuclear Fuel (I 1) Transmission Payments to SRP (12) Subtotal Variable Cost Component Total Cost of Power to Authority (1 5) Jut Aug S ~ P Subtotal $8 $8 $8 $ $2,519 $4,752 4,752 4, $14,256 oct Nov Dec Subtotal $ $ $4,752 4,752 4, ,256 Jan Feb Mar Subtotal $ $2,519 $4,752 4,752 4, $1 4,256 AP~ May Jun Subtotal $ $2.519 $4,752 4,752 4,752 Total FY $1,75

130 (1) Based on latest approved ANPP Annual Budget for 25 and estimate for 26. Authority Operating Expenses include all of the costs shown herein, with the exception of the following: Debt Service, Debt Service ANPP transmission System, and Debt Service Palo Verde Switchyard. (2) Establishes the basis for the billing of the minimum cost component of Monthly Power Costs pursuant to Section 5.2, Adoption of Annual Budget, of the Power Sales Contracts with the Project Partjcipants. (3) Establishes the rate for billing of the variable cost component of Monthly Power Costs pursuant to Section 5.2, Adoption of Annual Budget, of the Power Sales Contracts with the Project Participants. Such rate of biiling is determined by dividing the fiscal year total of the "Subtotal Variable Cost Component" column by the fiscal year totai of the "Estimated Energy to be Scheduled" column. The monthly Variable cost Component is determined by multiplying such rate of billing by the actual energy delivered to the Authority at the high voltage bus of the Palo Verde High Voltage Switchyard. (4) Interest to be paid from revenues is accrued during the six months prior to each semi-annual payment on July 1 and January 1. Principal is accrued during the twelve months prior to each annual payment on July I. Also based on transferring 1% of the investment income to the Revenue Fund from the Debt Service Reserve Accounts in the Debt Service Fund, the Reserve Account in the Reserve and Contingency Fund and the Operating Fund. (5) includes 5% of debt service allocated to Palo Verde High Voltage Switchyard. This represents the portion of such debt service attributable to the generation side of the Palo Verde High Voltage Switchyard. (6) Based on estimates provided by APS, payroll loads included in A&G only. (7) Based on estimates provided by APS. Includes nuclear insurance. (8) "Additional Decommissioning Requirement" represents a sinking fund allowance, which was based, in part, on APS' estimate for decommissioning each unit. (9) Based on the Authority ad valorem taxes at rates estimated by APS and Salt River Project. (1 ) Based on amounts estimated by Authority. (1 1) Based on estimates provided by APS and ANPP. There are no fixed costs of nuclear fuel to be incurred under Appendix F to the ANPP Participation Agreement, dated August 23, 1973, as amended, which are not to be funded out of bond proceeds. (See Section of the Power Sales contracts with the Project Participants.) The debt service on these bonds is included under the Minimum Cost Component. (12) Based on Amendment No. I to the Authority's Transmission Agreement with SRP, dated as of August 25, (ncludes Taxes, O&M, Dispatch and Wheeling. (1 3) 5% of debt service aliocated to Palo Verde High Voltage Switchyard. This represents the portion of such debt service attributable to the transmission side of the Palo Verde High Voltage Switchyard. (14) Based on estimates provided by SRP. (15) Sum of Minimum Cost Component and Variable Cost Component. (16) At the high voltage bus of the Palo Verde High Voltage Switchyard. Computed as the Authority's share of estimated total generation at the Project site based on latest approved data from APS. Page 3 ANNUAL BU2GST 33~er Sup~ly lesr July 1, 25 Thraugh June 3G, 236 Actncrity 1n:eresz ia Palo Vfrde Nuclear Generating St3rlon (1) ($3C) Footnotes:

131 Minimum Variable Cost Cost Month Component Component Interest Total Earnings Revenues Operating Fund Acquisition of Fuel Reserve Revenue Fund Disbursements Debt Service Service Reserve Account Acwunt Debt Renewal & Total Replace- Decommis- General Revenue rnent sioning Reserve Fund Account Account Fund (**) Disbursement: Jul Aug S ~ P $2,282 2,282 2,282 $ Subtotal Oct Nov Dec Subtotal Jan Feb Mar Subtotal AP~ May Jun Subtotal Total FY!*: To be cepositec in the Revenue Fund.

132 (Roll Call Vote) RESOLUTION NO RESOLUTION OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY APPROVING THE BUDGET FOR SAN JUAN UNIT 3 PROJECT FOR THE FISCAL YEAR JULY I, 25 THROUGH JUNE 3,26 BE IT RESOLVED by the Board of Directors of the Southern California Public Power Authority (the "Authority") that: I The budget for the San Juan Unit 3 Project for the Fiscal Year July 1, 25 through June 3, 26, submitted to this Board of Directors, is hereby approved. The Executive Director is hereby authorized and directed to place the budget so approved in final form, with such changes as shall be necessary or advisable to comply with the San Juan Unit 3 Project Bond Indenture and Power Sales Contracts; and the budget hereby approved, in such final form, shall constitute the Authority's Annual Budget for the San Juan Unit 3 Project for the Fiscal Year July 1, 25 through June 3, This Resolution shall become effective immediately. THE FOREGOING RESOLUTION is approved and adopted by the Authority, this 19th day of May 25. DENT Southern California Public Power Authority Southern California ~ ublk Power Authority

133 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY SAN JUAN UNIT 3 ANNUAL BUDGET FOR THE FISCAL YEAR JULY 1,25 THROUGH JUNE 3,26

134 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY SAN JUAN UNIT 3 PROJECT COMPARISON OF BUDGET - FISCAL TO Variance 2 -% Net Debt Service Minimum Fuel Cost Operation and Maintenance Capital Improvements Property Taxes $ (1,692) -9.53% $ % $ 1,5 15.1% $ 7, % $ (18) % Authority A&G Variable Fuel Cost TOTAL Estimated Scheduled Energy (MWH) Total Average Unit Cost (millslkwh) Interest Earnings EXPLANATION OF VARIANCES 1 Reflects 25 refunding. 2 Reflects higher than predicted costs for underground mine. Future years eventually trend down. New interim invoicing agreement, with higher minimum and lower incremental rates. 3 Operation and Maintenance reflects 3-week planned outage in April 5. 4 Capital Improvements reflects 3-week planned outage plus $5.5 million to levelize 28 major outage and environmental costs. 5 Property Taxes based on actual bills. 6 Authority A&G reflects increased Pasadena Allocated costs 7 Variable Fuel Cost reflects lower incremental price and fewer kwhs (planned outage).

135 Total Cost of Power to Authoritv $6,58 $6,58 $6,58 $18,174 $6,58 $6,58 $6,58 $36,348 $6,58 $6,58 $6,58 $54,522 $6,58 $6,58 $6,58 $72, ,696 Page 1 Estimated hergy (MWh) to be Scheduled 4-May-5 Corrected ANNUAL BUDGET July I, 24 through June 3, 25 Authority interest in San Juan Unit 3 Project ($~) Minimum Cost Component Variable Cost Component w Net Debt Service Minimum Fuel Cost * Operation and Maintenance Capital Improvements Property Taxes Author~ty A&G Expenses Subtotal Minimum Cost Component Variable Fuel Cosf Subtotal Variable Cost Component July Aug S ~ P $1,338 $1,338 $1,338 $2.594 $ $958 $958 $958 $967 $967 $967 $ $12 $12 $12 $1 2 $1 2 $1 2 3-Month $4,14 $7,782 $2,874 $2.91 $1 38 $1 5 $36 $36 oct Nov Dec $1-338 $ ,338 $2.594 $2,594 $2.594 $958 $958 $958 $967 $967 $967 $46 $46 $46 $35 $35 $35 $12 $12 $12 $12 $12 $12 &Month $8,28 $15,564 $5,748 S5.82 $276 $ $72 Jan Feb Mar $1,338 $1,338 $1,338 $2.594 $2,594 52,594 $958 $958 $958 $967 $967 $967 $46 $4 6 $46 $ $12 $12 $f 2 $1 2 $1 2 $1 2 9-Month $12,42 $ $8,73 $414 $ $1,8 AP~ May Jun $1,338 $1,338 $ ,594 $2,594 $2,594 $958 $958 $958 $ $967 $46 $46 $46 $35 $35 $35 $12 $12 $12 $12 $12 $12 Full Year $1 6,56 $31,128 $11,496 $1 1,64 $552 $42 $1,44 $1,44 TOTAL F l 516,56 $31,128 $ $l,u $1, , , , , , , l,23l,oz8 31,45 139, ,536,539 1,536,539

136 Page 2 ANNUAL BUDGET July 1, 24 through June Authority Interest in San Juan Unit 3 Project ($~) Revenues Revenue Fund Disbursements Month Minimum Cost Component Variable Cost Component lnterest Earninas Total Revenues Operating Account Operating Reserve Subaccount Debt Sew~ce Account Debt Service Reserve Account Reserve & De- Contin- commis gency sioning Account(*) Accour July Aug S ~ P $5,938 $5.938 $5,938 $12 $12 $12 $132 $132 $132 $6,19 $6,19 $6,19 $3,753 $3,753 $3.753 $ $ $ $ ,47 $1,47 $ $ SO 3-Month $17,814 $36 $396 $18,57 $1 1,259 $ $4.41 $ Oct Nov Dec $5,938 $ ,938 $12 $12 $12 $132 $132 $232 56,19 $6,19 $6,19 $3,753 $3.753 $3,753 $ $ $ 51,47 $2,47 $1.47 $ $ SO 6-Month $35,628 $72 $792 $37, $ $8.82 $ Jan Feb Mar S5.938 $5,938 $5.938 $1 2 $1 2 $12 $1 32 $132 $1 32 $6,19 $6,19 $6,19 $3,753 53,753 $3,753 $ $ $ $1,47 $1,47 $7.47 SO $ $ 9-Month $53,442 $1,8 $2,188 $55,71 $33,777 $ $ $ APr May Jun 55,938 $5,938 $5, $22 $12 St32 $132 $132 $6,19 $6,19 $6,19 $3,753 $3,753 $3,753 $ $ $ $1.47 $1,47 $1.47 $ $ $ FUN Year $71,256 $1,44 $1,584 $74,28 $45,36 $ $17,64 $ TOTAL FY 571,256 S1.14 $1,5&4 $74,28 S45.36 $4 $ Total Revenue Fund Disburre- $6,19 $6,19 $6.19 $18,57 $6,19 $6,19 $6,19 $37,14 $6,19 $6,19 $6,19 $55,71 $6,19 $6,19 $6, t so $74,28 $74,28 ('1 To be used for Capital Improvements

137 (Roll Call Vote) RESOLUTION NO RESOLUTION OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY APPROVING THE ANNUAL BUDGET FOR SOUTHERN TRANSMISSION SYSTEM PROJECT FOR THE FISCAL YEAR JULY 1,25 THROUGH JUNE 3,26 BE IT RESOLVED by the Board of Directors of the Southern California Public Power Authority (the "Authority") that: I The budget for the Southern Transmission System Project for the Fiscal Year July I, 25 through June 3, 26, submitted to this Board of Directors, is hereby approved. The Executive Director is hereby authorized and directed to place the budget so approved in final form, with such changes as shall be necessary or advisable to comply with the Southern Transmission System Project Bond Indenture and Transmission Service Contracts; and the budget hereby approved, in such final form, shall constitute the Authority's Annual Budget for Fiscal Year July 1, 25 through June 3, This Resolution shall become effective immediately THE FOREGOING RESOLUTION is approved and adopted by the Authority, this 19th day of May, 25. ATTEST: RESIDENT Southern California Public Power Authority d. xf&re / SECRETA~~ Southern California ~ u 6 g Power Authority

138 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY SOUTHERN TRANSMISSION SYSTEM ANNUAL BUDGET FOR THE FISCAL YEAR JULY 1,25 THROUGH JUNE 3,26

139 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY SOUTHERN TRANSMISSION PROJECT COMPARISON OF BUDGET - FISCAL TO 25-6 ($'~) 24-5 Variance 25-6 $ -% Net Debt Service $ 67,548 Operation and Maintenance $ 16,56 Authority A&G $ 84 TOTAL $ 84,48 Interest Earnings $ 3, EXPLANATION OF VARIANCES 1 Net Debt Service flat 2 Operation and Maintenance as approved by IPP Participants. Based on unapproved IPA final draft budget. Reflects plans to replace damaged insulators and spacers, repair of right-of-way roads damaged by flooding, and increased helicopter patrols for security 3 Authority A&G reflects increased Pasadena Allocated costs and $6k for lawsuit.

140 -2--- ANNUAL BUDGET Page 1 July 1,25 through June Southern Transmission Project (1) ($) Month Jut *ug Sep Subtotal Net Debt Serv~ce (2) $ ,556 5,556 Operation and Maintenance (3) $1.392 $1,392 $1,392 SCPPA Adrnin & General (4) Total Transrniss~on Costs Oct Nov Dec Subtotal Jan Feb Mar Subtotal Footnotes, (1) Based on ipa's unapproved "Final Operating Budget Fiscal Year 25-6" (2) Net of relnvestment ~nterest earnlngs (3) Includes the follow~ng Southern Transmission Projecf costs as bitled by IPA: Net Debt Service (cred~t for income earned by IPA on funds contributed by the Authority), Operations, Ma~ntenance. Renewals and Replacements, Indirect Labor (IPSC). Taxes, Insurance. IPA Administrative and General. (4) Estimated by the Authority.

141 Annual Budget Page 2 Revenues (2)... July 1.25 through June 3.26 Southern Transmission Project (1) ($) Revenue Fund Disbursements... Monthly Reserve for Debt Bond Renewals Total Trans- lnterest Authority Debt Service Anticl- and General Revenue mission Earninqs Total Operat~ng Operating Service Reserve pation Replace- Resewe Reserve Fund DIS- Month Costs (3) (4) Revenues Fund Expenses Account Account Note Fund ments Account Fund(5) ~ursements Jul Aug Sep Subtotal Oct Nov Dec... Subtotal Jan Fe b Mar..--- Subtotal AP r May Jun Subtotal Total FY $1, ,513 1, $4 539 $ Footnotes. (1) Based on IPA's unapproved "Final Operating Budget Fiscal Year 25-6". (2) To be depos~ted In the Revenue Fund. To the extent the interest rate on the 1991 Subordinate Bonds exceeds 6 38%. additional amounts are to be received from the swap provider and deposited in the Revenue Fund. (3) Net of reinvestment earnings. (4) Assumes yields on monies deposited in the Debt Service Reserve Account at current coupon rates and 5.% for working capital. debt senrice account and revenue account. Earnrngs attr~butable to the subordinate bonds reserve account are included (5) To be transferred to the Pledged Revenues Accounts under any subordrnate indentures for amounts accruing for payment under those indentures. To the extent the interest rate on the 1991Subordlnate Bonds exceeds 6.38%, add~tional amounts (to be received from the Revenue Fund) will also be transferred fo the Pledged Revenues Account.

142 [Project Vote] RESOLUTION NO RESOLUTION RELATING TO THE NATURAL GAS ACQUISITION PROJECT: (I) AUTHORIZING THE EXECUTION AND DELIVERY OF (A) AN INDENTURE OF TRUST, (B) A BOND PURCHASE AGREEMENT, (C) PURCHASE AND SALE AGREEMENTS TO ACQUIRE LEASEHOLD INTERESTS IN A NATURAL GAS FIELD, (D) OPERATING AGREEMENTS RELATING TO SUCH ACQUISITION, (E) AN AGENCY AGREEMENT AND (F) CERTAIN OTHER AGREEMENTS RELATING TO THE ACQUISITION, OPERATION OR FINANCING OF THE NATURAL GAS ACQUISITION PROJECT; (11) AUTHORIZING THE ISSUANCE OF NATURAL GAS PROJECT REVENUE BONDS, DRAW DOWN SERIES 25A (TAXABLE) AND DRAW DOWN SERIES 25B; (111) RATIFYING CHANGES TO THE FORMS OF THE NATURAL GAS PROJECT GAS SALES AGREEMENTS; (IV) AUTHORIZING CERTAIN RELATED ACTIONS; AND (V) AUTHORIZING THE OFFICERS OF THE AUTHORITY TO DO ALL OTHER THINGS DEEMED NECESSARY OR ADVISABLE WHEREAS, the Southern California Public Power Authority (the "Authority") and certain of its members have investigated the acquisition and development of certain natural gas resources, reserves, fields, wells and related facilities as part of a natural gas acquisition project (the "Project") in order to provide a long-term supply of natural gas to such members for the purpose of fueling electrical generation needs of such members; WHEREAS, the Cities of Anaheim, Burbank and Colton (the "Project A Participants") seek to finance through the Authority their respective shares of the capital costs of the Project; WHEREAS, the Cities of Glendale and Pasadena (the "Project B Participants," and together with the Project A Participants, the "Participants") will contribute capital to the Authority to pay their respective shares of the Authority's capital costs of the Project; WHEREAS, on November 18, 24, the Authority approved the form of the Natural Gas Project Gas Sales Agreement (Project A) to be entered into between the Authority and each of the Project A Participants and the form of the Natural Gas Project Gas Sales Agreement (Project B) to be entered into between the Authority and each of the Project B Participants (collectively, the "Gas Sales Agreements"); WHEREAS, the Authority seeks to ratify the changes made to the forms of the Gas Sales Agreements since the meeting on November 18,24; WHEREAS, the Authority has determined that it is advantageous to authorize the issuance of two series of bonds (one of which series will be taxable bonds), proceeds of which will be used to fund the acquisition of a portion of the Project;

143 WHEREAS, the Authority, the Participants and the Department of Water and Power of The City of Los Angeles (the "Department") have identified the first natural gas fields, located in Wyoming (collectively, the "Wyoming Field"), in which the Authority and the Department (and possibly other parties) will acquire leasehold interests; and WHEREAS, the Authority, as part of the Project, desires to proceed with the acquisition of leasehold interests in the Wyoming Field; NOW, THEREFORE, BE IT RESOLVED BY the Board of Directors of the Southern California Public Power Authority as follows: 1. Each of the President and Vice President and each of the Secretary and any Assistant Secretary of the Authority are hereby authorized to execute and deliver an Indenture of Trust relating to the Natural Gas Project Revenue Bonds, Draw Down Series 25A (Taxable) (the "Series 25A Bonds (Taxable)") and the Natural Gas Project Revenue Bonds, Draw Down Series 25B (the "Series 25B Bonds," and together with the Series 25A Bonds (Taxable), the "Bonds"), between the Authority and U.S. Bank National Association, as Trustee (the "Indenture"), in substantially the form on file with the Authority, with such changes, insertions and omissions (subject to Paragraph 11 hereof) as shall be approved by said President or Vice President to provide for the terms of the Bonds (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 affix the seal of the Authority thereto. The form of such Indenture is hereby made a part of this Resolution as though set forth in full herein and the same hereby is approved. Payments to be made under the Indenture shall be made by the Authority from moneys collected from the Project A Participants pursuant to the Gas Sales Agreements (Project A). The issuance of the Bonds is hereby authorized, subject to the provisions of this Resolution and the Indenture. The Bonds shall be dated, shall mature on the date and shall bear interest all as provided in the Indenture. The forms of the Bonds and the provisions for signatures, authentication, payment, denominations, numbers and other terms thereof shall be as set forth in the Indenture. The Bonds shall be secured by the pledge effected by the Indenture and shall be special, limited obligations of the Authority payable solely from the sources specified in the Indenture. Neither the State of California nor any public agency thereof (other than the Authority) nor any member of the Authority nor any Participant shall be obligated to pay the principal of, or interest on, the Bonds. Neither the faith and credit nor the taxing power of the State of California or any public agency thereof or any member of the Authority or any Participant is pledged to the payment of the principal of, or interest on, the Bonds. The Bonds shall not constitute a debt or indebtedness of the Authority within the meaning of any provision or limitation of the constitution or statutes of the State of California, and they shall not constitute or give rise to a pecuniary liability of the Authority or a charge against its general credit. The Board acknowledges that with the approval of the Coordinating Committee (as defined in the Gas Sales Agreements), draws subsequent to the first draws on the Series 25A

144 Bonds (Taxable) and the Series 25B Bonds may be made by the Authority (without further Board approval) in accordance with the Indenture. 2. Each of the President and Vice President of the Authority is hereby authorized (i) to execute and deliver a bond purchase agreement for the Bonds (the "Bond Purchase Agreement"), between the Authority and Merrill Lynch Portfolio Management Inc. or any affiliate thereof (the "Bond Purchaser7'), and (ii) to negotiate the Bond Purchaser's fee relating to the sale and purchase of the Bonds. The purchase price at which the Bonds are to be sold to the Bond Purchaser and the Bond Purchaser's fee shall be determined in accordance with this Resolution, Payment for the Bonds shall be pursuant to the terms and conditions set forth in the Bond Purchase Agreement. Pursuant to Section 6571 of the Government Code of the State of California, it is hereby found and determined by the Board of Directors that the negotiated sale of the Bonds is necessary. 3. Each of the President and Vice President of the Authority is hereby authorized and directed to execute and deliver a purchase and sale agreement, a transition services agreement and a performance guaranty agreement (together, the "Purchase and Sale Agreements"), between the Authority and the seller of the applicable leasehold interests (or, in the case of the performance guaranty agreement, the parent company of the seller) in the Wyoming Field (the "Seller"), in substantially the forms on file with the Authority, with such changes, insertions and omissions as shall be approved by said President or Vice President (such approval to be conclusively evidenced by her or his execution and delivery thereat), and each of the Secretary and any Assistant Secretary is hereby authorized to attest to such signature. One or more other entities (including, but not limited to, the Department and Turlock Irrigation District) may also be parties to one or more of the Purchase and Sale Agreements upon the approval of the Authority and the Seller. The forms of such Purchase and Sale 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 and Vice President of the Authority is hereby authorized and directed to execute and deliver the applicable operating agreements relating to the Wyoming Field (the "Operating Agreements"), between the operator or operators of the Wyoming Field and the other parties with leasehold interests in the Wyoming Field, in substantially the forms on file with the Authority, with such changes, insertions and omissions as shall be approved by said President or Vice President (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 such Operating 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 and Vice President of the Authority is hereby authorized and directed to execute and deliver the Natural Gas Acquisition and Operating Agency Agreement (Project C) (the "Agency Agreement"), between the Authority and the Department, in substantially the form on file with the Authority, with such changes, insertions or omissions as shall be approved by said President or Vice President (such approval to be conclusively evidenced by her or his execution and delivery thereof), and each of the Secretary and any Assistant Secretary is hereby authorized to attest to such signature. The form of such Agency

145 Agreement is hereby made a part of this Resolution as though set forth in full herein and the same hereby is approved. 6. In accordance with Section 5.3 of the respective forms of Gas Sales Agreements, the Authority hereby approves, in the forms attached hereto, the Project A Annual Budget, the Project B Annual Budget and the Consolidated Annual Budget (each as defined in the Gas Sales Agreements), each for the fiscal year ending June 3,26. In addition, pursuant to Section 5 of the Agency Agreement, the Authority hereby approves, in the form attached hereto, the budget described in such Section 5, for the fiscal year ending June 3, Each of the President and Vice President of the Authority is hereby authorized and directed to execute and deliver, after consultation with the Participants and any other parties on whose behalf the Authority is acting, all other agreements, amendments to agreements (including, but not limited to, amendments to joint operating agreements, gathering agreements and processing agreements), instruments and documents relating to the acquisition, operation or financing of the Wyoming Field portion of the Project, including, but not limited to, assignments of interests in the leases pursuant to which the Authority will acquire its leasehold interests, acceptances of such leases as required by the lessors, gas exchange agreements, transportation agreements and associated financial instruments (including, but not limited to, swap agreements, including ISDA swaps), all as shall be approved by said President or Vice President (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 and to affix the seal of the Authority thereto. 8. In addition to the foregoing, in order to facilitate the negotiation and consummation of the necessary or appropriate gas exchange agreements, gas swapping arrangements, gas transportation agreements or other financial or physical arrangements to facilitate transportation of gas resources 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 sale of gas or oil, physical exchanges, financial basis swaps (including, but not limited to, ISDA swaps), displacement arrangements or other forms of gas transportation, and to negotiate and approve those terms and conditions with respect to such agreements and arrangements specified in this Paragraph 8 as shall best carry forth the interests of the Authority and the Participants and as shall achieve the Participants' natural gas exchanging, swapping, transportation and related objectives. 9. All changes made to the forms of the Gas Sales Agreements since the November 18, 24 meeting of the Authority's Board of Directors are hereby ratified and approved. The current forms of the Gas Sales Agreements are on file with the Authority. The current forms of the Gas Sales Agreements are hereby made a part of this Resolution as though set forth in full herein and the same hereby are approved. 1. Each of the President and Vice President of the Authority is hereby authorized to determine, in connection with or following the issuance and delivery of the Bonds, whether to obtain a "forward commitment" from a municipal bond insurer to insure all or a portion of the

146 long-term bonds to be issued to repay the Bonds and, if it is determined that such a forward commitment should be obtained, the particular provider or providers of municipal bond insurance with which the Authority shall contract for such forward commitment. 11. (a) Each of the President and Vice President of the Authority is hereby authorized to determine, in connection with the sale of the Bonds and the execution and delivery of the Indenture, and in consultation with the Finance Committee, the following: (i) the principal amount of each series of Bonds, which in aggregate for the two series of Bonds shall not exceed $1,,; (ii) the variable interest rate index or method of determining the rate of interest on each series of Bonds from time to time; (iii) the maturity date for the Bonds, which maturity shall be less than three years from the date of issuance of the Bonds; (iv) (v) (vi) (vii) the purchase price of each series of Bonds; the interest payment dates for the Bonds; the terms and conditions for delivery of the Bonds; the redemption terms, if any, of the Bonds; and (viii) the application of the proceeds of the Bonds. (b) As used in this Paragraph 11, the "Finance Committee" refers to that portion of the committee of the Authority designated to consider financial matters, comprised of representatives of, among others, the Cities of Anaheim, Burbank, Colton, Glendale and Pasadena. 12. U.S. Bank National Association is hereby appointed as the Trustee and Paying Agent for the Bonds, Each of the President, Vice President and Executive Director of the Authority is hereby authorized to appoint from time to time any additional fiduciaries, depositaries or agents in connection with the Project, including the financing thereof, and, following the review of the Authority's counsel in the case of any agreements, to execute and deliver any and all agreements, documents and instruments necessary or proper in connection with such appointment of U.S. Bank National Association and with any other such appointment. 13. Each of the President, Vice President and Executive Director of the Authority is hereby authorized to execute and deliver a financial advisory services agreement relating to the sale and issuance of the Bonds, between the Authority and Public Financial Management, Inc., in substantially the form received earlier by the Board (as revised to reflect the Series 25A Bonds (Taxable)). 14. Each of the President, Vice President, Secretary and any Assistant Secretary, the Executive Director and any other officer of the Authority is hereby authorized to execute and

147 deliver any and all agreements, amendments to agreements, documents and instruments and to do and cause to be done any and all acts and things deemed necessary or advisable for carrying out the transactions contemplated by this Resolution (including, but not limited to, (i) executing and delivering, or approving, as applicable, any investment agreements relating to the investment of Bond proceeds and (ii) making such changes to the agreements, documents and instruments referred to in this Resolution as shall be requested by any rating agency, any municipal bond insurer, the Bond Purchaser or any other entity if such changes are determined by any such officer or the 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. 15. Resolution No , adopted by the Board of Directors on May 19, 25, is hereby rescinded. 16. This Resolution shall become effective immediately. THE FOREGOING RESOLUTION is approved and adopted by the Authority, this 23rd day of June, 25. ATTEST: Southern California Public Power Authority Southern California ~ u b w Power Authority

148 RESOLUTION NO RESOLUTION OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY, COMMENDING STAFF ON SERVICES PERFORMED AND ASSISTANCE TO MEMBERS IN SUCCESSFULLY COMPLETING THE NATURAL GAS RESERVES PURCHASES WITH ANSCHUTZ ENERGY CORPORATION. WHEREAS, the SCPPA, along with the Los Angeles Department of Water and Power and the Turlock Irrigation District, recently successfully concluded the acquisition of natural gas reserves in the Pinedale, Wyoming, from Anschutz Energy Corporation; and WHEREAS, the acquisition includes coordinated operation of the gas field under an agreement with SCPPA and the participants; and WHEREAS, this project represents the largest gas field owned by public power utilities and is a first for SCPPA; and WHEREAS, the uniqueness of the project required SCPPA staff to perform a myriad of new and complex engineering, legal and financial assignments, including assisting the members obtain approvals from their city councils; and NOW THEREFORE BE IT RESOLVED by the Board of Directors as follows: The Board of Directors hereby publicly recognizes and commends the SCPPA staff; in particular Manuel Robledo and Richard Helgeson, for their invaluable guidance, coordination, cooperation, technical assistance and support in successfully completing the Natural Gas Acquisition project with Anschutz Energy Corporation. The Board also recognizes and commends Randy Howard, of the Los Angeles Department of Water and Power, for his leadership as Project Manager; and Thomas King, of Turlock Irrigation District, for the natural gas expertise he brought to the process. THE FOREGOING RESOLUTION is approved and adopted by the Southern California Public Power Authority, this 21st day of July, 25. ATTEST: J PRESIDENT Southern California Public Power Authority Southern ~alif$/ttaa Public Power Authority

149 [Project Vote] RESOLUTION NO RESOLUTION RELATING TO THE NATURAL GAS PROJECT (I) AUTHORIZING THE EXECUTION AND DELIVERY OF THE NATURAL GAS PROJECT FISCAL AGmEMENT BETWEEN SOUTHERN CALIFOIilVIA PUBLIC POWER AUTHORITY AND U. S. BANK AS FISCAL AGENT FOR PROJECT A, PROJECT B AND PROJECT C ELEMENTS OF THE SCPPA NATURAL GAS PROJECT, (11) AUTHORIZING CERTAIN ECELATED ACTIONS; AND (111) AUTHORIZING THE OFFICERS OF THE AUTHORITY TO DO ALL OTHER THINGS DEEMED NECESSARY OR ADVISABLE. WHEREAS, the Southern California Public Power Authority (the "Authority") and certain of its members have investigated the acquisition and development of certain natural gas resources, reserves, fields, wells and related facilities as part of the SCPPA Natural Gas Project (the "Project") in order to provide a long-term supply of natural gas to such members for the purpose of fueling electrical generation needs of such members; WHEREAS, The Authority has recently entered into an acquisition of natural gas resources, reserves, fields, wells and related facilities, and as part of this project desires to enter into a fiscal agency agreement to more fully facilitate the respective deposits, payments, transfers and disbursements which must be carried out to successfully carry forth this project; WHEREAS, the Authority acting on behalf of the Cities of Anaheim, Burbank and Colton (the "Project A Participants7') has acquired for the benefit of these SCPPA financing participants, interests in natural gas resources, reserves, fields, wells and related facilities to carry forth a portion of the long-term natural gas needs of these members; WHEREAS, it is anticipated that the respective project capital improvements and other capital expenses relating to the project, as well as the expenses of operation and maintenance of the project, payable by the Project A Participants, is to be paid from moneys on deposit in the Indenture that are transferred to the fiscal agent and handled pursuant to a fiscal agency agreement between SCPPA and the fiscal agent; WHEREAS, the Authority acting on behalf of the Cities of Glendale and Pasadena (the "Project B Participants,") has acquired for the benefit of these SCPPA financing participants, interests in natural gas resources, reserves, fields, wells and related facilities to carry forth a portion of the long term natural gas needs of these members; WHEREAS, it is anticipated that the respective project capital improvements and other capital expenses relating to the project, as well as the expenses of operation and maintenance of the project, payable by the Project B Participants, is to be paid from moneys received from Glendale and Pasadena directly for these purposes that are transferred to the fiscal agent and handled pursuant to a fiscal agency agreement between SCPPA and the fiscal agent;

150 WHEREAS, the Authority acting on behalf of the City of Los Angeles acting by and through the Department of Water and Power (the Department) has entered into a Natural Gas Acquisition and Operating Agency Agreement (the "Project C Agreement,") wherein SCPPA will act as agent of the Department to provide such services and resources as may be deemed necessary to carry forth the Department's long term natural gas objectives for its participation in the SCPPA Natural Gas Project including planning, designing, developing, acquiring, insuring, contracting for, administering, operating and maintaining the pro-ject on behalf of the Department, including appropriate capital programs and operating work; WHEREAS, it is anticipated that the respective project capital improvements and other capital expenses relating to the project, as well as the expenses of operation and maintenance of the project, payable by the Department, as the Project C Participant, will be paid at the Department's election from moneys received for these purpose that are transferred to the fiscal agent and handled pursuant to a fiscal agency agreement between SCPPA and the fiscal agent; NOW, THEREFORE, BE IT RESOLVED BY the Board of Directors of the Southern California Public Power Authority as follows: 1. The Natural Gas Project Fiscal Agency Agreement between Southern California Public Power Authority and U. S. Bank National Association, as Fiscal Agent dated as of July 1, 25, is approved. The President or the Vice President of the Authority and the Secretary or Assistant Secretary of the Authority, respectively, are hereby authorized to execute and deliver and attest said Agreements in substantially the form submitted with such changes, insertions and omissions as may be approved by said President or Vice President, the execution of the Agreement by said President or Vice President being conclusive evidence of such approval. 2. Each of the President, Vice President, Secretary, and Assistant Secretary and the Executive Director of the Authority, and any other officer or authorized representative of the Authority, is hereby authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things deemed necessaly or proper for carrying out the transactions contemplated by this Resolution and the Fiscal Agency Agreement. 3. This Resolution shall become effective immediately THE FOREGOING RESOLUTION is approved and adopted by the Authority this 21st day of July, 25. ATTEST: PRESIDENT Southern California Public Power Authority Southern California ~ u b l w Power Authority

151 RESOLUTION NO RESOLUTION OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AGREEMENT WITH APOGEE INTERACTIVE, INC., 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; and WHEREAS, certain of the Authority Members have a need to retain consultants for energy efficiency education content and customer education; and WHEREAS, the Authority is willing and able to retain Apogee Interactive, Inc., ("Apogee") and to bill all expenses and costs of retaining such consultant to the Members receiving service; and WHEREAS, the Board of Directors of Authority, in its Resolution No , 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 , provided for the continuation of the Generat 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 , 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 , 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.

152 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 Apogee Interactive, Inc., at the request of a Member(s) of the Authority, provided that such Member(s) agrees, in writing, to bear all costs and expenses of such consultant. 2. The Board of Directors hereby provides for additional contributions to the General Fund. Notwithstanding anything to the contrary in Resolution No , such additional contributions, a) shall be solely for the purpose of paying costs and expenses incurred by the Authority with respect to Apogee, 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. I ; b) with respect to each bill SCPPA receives from Apogee, shall be billed to the Members that have received services from Apogee with respect to such bill, with the amount of each such Member's bill to be based upon the services performed by Apogee for the benefit of such Member; and c) shall be billed and collected by adding the amounts provided above to the Authority's Hoover Uprating Project billings to Anaheim (if applicable), and to the Authority's Palo Verde Project billings to the other applicable Members, with such amounts designated as "Resolution No 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 Apogee 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 Apogee 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.

153 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. 6. This Resolution shall become effective immediately. THE FOREGOING RESOLUTION is approved and adopted by the Authority this 21'' day of July, 24. ATTEST: southern California Public Power Authority Southern California ~ubf& Power Authority

154 RESOLUTION NO RESOLUTION OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AGREEMENT WITH OCCIDENTAL COLLEGE, 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; and WHEREAS, certain of the Authority Members have a need to retain consultants for energy efficiency education content and customer education regarding professional wet cleaning; and WHEREAS, the Authority is willing and able to retain Occidental College and to bill all expenses and costs of retaining such consultant to the Members receiving service; and WHEREAS, the Board of Directors of Authority, in its Resolution No , 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 , 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 , 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 , 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.

155 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 Occidental College, at the request of a Member(s) of the Authority, provided that such Member(s) agrees, in writing, to bear all costs and expenses of such consultant. 2. The Board of Directors hereby provides for additional contributions to the General Fund. Notwithstanding anything to the contrary in Resolution No , such additional contributions, shall be solely for the purpose of paying costs and expenses incurred by the Authority with respect to Occidental College, 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 ; with respect to each bill SCPPA receives from Occidental College, shall be billed to the Members that have received services from Occidental College with respect to such bill, with the amount of each such Member's bill to be based upon the services performed by Occidental College for the benefit of such Member; and shall be billed and collected by adding the amounts provided above to the Authority's Hoover Uprating Project billings to Anaheim (if applicable), and to the Authority's Palo Verde Project billings to the other applicable Members, with such amounts designated as "Resolution No Charge". 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 Occidental College 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 Occidental College 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.

156 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. 6. This Resolution shall become effective immediately. THE FOREGOING RESOLUTION is approved and adopted by the Authority this 21 '' day of July, 25. ATTEST: w.l PRESIDENT ~oujhern California Public Power Authority Southern California pub% Power Authority

157 RESOLUTION NO 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 , 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 , 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 , 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 , 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 ; (b) shall be in the aggregate amount of $41,48.1 1, 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 September 25 Hoover Uprating Project billing to Anaheim, the Authority's A&G bill to Cerritos, and the Authority's September 25 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 Charge".

158 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. 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 18th day of August, 25. PRESIDENT Southern California Public Power Authority ATTEST: +&!/A< dlq - SECRETA / Southern California Public Power Authority

159 EXHIBIT A SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY RESOLUTION NO ALLOCATION AMONG MEMBERS ANAHEIM AZUSA BANNING BURBANK CERRITOS COLTON GLENDALE IMPERIAL LOS ANGELES PASADENA RIVERSIDE VERNON TOTAL

160 RESOLUTION NO RESOLUTION OF THE BOARD OF DIRECTORS OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY (1) APPROVING THE APPOINTMENT OF THE AUTHORITY'S FINANCIAL ADVISOR, (2) AUTHORIZING PREPARATION, EXECUTION AND DELIVERY OF ALL DOCUMENTS AND INSTRUMENTS NECESSARY OR APPROPRIATE TO CARRY FORTH SUCH SELECTION, (3) AUTHORIZING THE ENGAGEMENT OF THE PROFESSIONAL SERVICES OF PUBLIC FINANCIAL MANAGEMENT PURSUANT TO A ONE-YEAR CONTRACT FOR PROFESSIONAL SERVICES BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND PUBLIC FINANCIAL MANAGEMENT, (4) AUTHORIZING THE REQUEST FOR PROPOSALS PROCESS FOR THE AUTHORITY'S FINANCIAL ADVISOR TO REMAIN OPEN FOR A ONE-YEAR PERIOD, AND (5) AUTHORIZING THE EXECUTIVE DIRECTOR AND STAFF TO DO ALL THINGS DEEMED NECESSARY OR APPROPRIATE TO CARRY FORTH THE PROPOSED ENGAGEMENT OF PROFESSIONAL SERVICES. WHEREAS, the Executive Director and staff of the Southern California Public Power Authority (the Authority) have been engaged in an extensive Request for Proposals process resulting in the selection of a potential financial advisor for the Authority, and have engaged in negotiation of a professional services agreement by and between Southern California Public Power Authority and Public Financial Management (PFM); and WHEREAS, the Authority is responsible for (i) undertaking studies of projects (the "Study Projects") or (ii) the acquisition, construction, financing, disposition, use, operation, and maintenance of projects (the Projects"); and WHEREAS, the Authority desires to retain a firm to provide financial advisory services with respect to financial matters related to the Study Projects, the Projects, and other financial matters as it shall require; and WHEREAS, the financial advisor employs a skilled and qualified professional staff experienced in performing a variety of auditing and accounting functions and possesses the resources and expertise necessary to render assistance as herein after provided, and desire to do SO. NOW, THEREFORE, the Board of Directors of the Southern California Public Power Authority hereby finds, authorizes, orders, directs and resolves as follows: 1. The appointment of PFM to provide professional services to Southern California Public Power Authority is hereby approved for a term of one year to afford a continuing assessment of performance in connection with the provision of financial advisory services to the Authority.

161 2. The Request for Proposals for Financial Advisory Services process shall remain open during the one-year term to allow continuing consideration of the two finalists not selected through the interview process in the event the professional services agreement approved herein is not extended beyond the one-year period. 3. Each of the President, Vice President, Executive Director, Secretary and any Assistant Secretary, and the staff of the Authority are authorized to prepare such documents or instruments and to do and cause to be done all acts and things as may be necessary or appropriate to engage PFM in substantial conformance with the proposed engagement for professional services addressed in the 25 Request for Proposals relative to financial advisory services, and each of the President, Vice President, Executive Director, Secretary and any Assistant Secretary are authorized to execute an agreement for professional services between the Southern California Public Power Authority and PFM in substantially the form on file with the Authority 4. Each of the President, Vice President, Executive Director, Secretary and any Assistant Secretary of the Authority are hereby authorized to utilize the services of PFM, where necessary or convenient to carry forth the obligations, requirements, or duties of the Authority, and in all instances where consistent with the Scope of Services set forth in the agreement for professional services in accordance with the terms of said agreement. Each of the President, Vice President, Executive Director, Secretary and any Assistant Secretary of the Authority are authorized to budget for and/or to provide for such appropriations, or take such other appropriate actions, as may be necessary or convenient to discharge any payment obligation for services which may arise under the professional services agreement between the Authority and PFM. The Board of Directors hereby authorizes, approves and appropriates those funds in the amounts necessary to discharge such payment obligation as may arise in the engagement of the above referenced professional services, and authorizes such billing and collection as may be necessary to address payment obligations arising out of the professional services agreement between the Southern California Public Power Authority and PFM. 6. The Board of Directors hereby authorizes the Executive Director to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts or things necessary or proper for carrying out the transactions contemplated by this Resolution and to carry forth such further actions as are necessary or appropriate to consummate the above engagement. 7. This Resolution shall become effective immediately,

162 THE FOREGOING RESOLUTION is approved and adopted by the Authority this 18th day of August, 25. ATTEST: PRESIDENT Southern California Public Power Authority Southern California Public Power Authority

163 RESOLUTION NUMBER RESOLUTION OF THE BOARD OF DIRECTORS OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY EXTENDING THE EXISTING AGREEMENT BETWEEN THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND FULBRIGHT & JAWORSKI L.L.P. FOR LEGAL SERVICES FOR A PERIOD OF THREE MONTHS FROM OCTOBER 1 THROUGH DECEMBER 31,25. WHEREAS, the Executive Director, the General Counsel and the staff of the Southern California Public Power Authority are currently carrying forth an extensive process soliciting Requests for Proposals for Bond and Tax Counsel Services; and WHEREAS, the Authority desires that the request for proposals process be as thorough and complete as possible, and afford all potential respondents a complete and fair opportunity and sufficient time to provide and present the Authority with all relevant information each may bear upon such a respondent's candidacy for this potential engagement; and WHEREAS, the Authority is desirous of affording sufficient and ample time to the task of evaluating and selecting from the most capable candidates to be potentially engaged for Bond Counsel or Tax Counsel services so as to select the candidate most qualified upon the most reasonable terms and conditions for the Authority; and WHEREAS, the current engagement agreement between the Southern California Public Power Authority and Fulbright & Jaworski will expire October 1, 25, and it is recommended that the contract be extended for a period of three months from the current expiration date of October 1, 25, through and including December 3 1, 25, to provide for continuity of Bond Counsel Services while the current request for proposals process is being completely carried through; NOW THEREFORE, the Board of Directors of the Southern California Public Power Authority hereby authorizes, orders, directs and resolves as follows: The current Co-Bond Counsel Fee Agreement dated September 2, 21, between Southern California Public Power Authority and Fulhright & Jaworski L.L.P. is extended from its current expiration date of October 1, 25, for a period of three months to and including December 3 1,25. The current Co-Bond Counsel arrangement between Southern California Public Power Authority and Niesar-Curls Bartling is similarly extended for a period of three months to and including December 3 1,25. Except as modified herein all other terms and conditions of the engagement agreements referenced herein shall remain in effect.

164 THE FOREGOING RESOLUTION is approved and adopted by the Authority, this 1 gth day of August, 25. ATTEST: i) PRESIDENT Southern California Public Power Authority Southern California Public Power Authority

165 [Project Vote] RESOLUTION NO RESOLUTION OF THE BOARD OF DIRECTORS OF SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY RELATING TO THE SOUTHERN TRANSMISSION PROJECT AUTHORIZING: (I) THE EXECUTION AND DELIVERY OF A FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT WITH LLOYDS TSB BANK, PLC; (11) CERTAIN RELATED ACTIONS; AND (111) THE OFFICERS OF THE AUTHORITY TO DO ALL OTHER THNGS DEEMED NECESSARY OR ADVISABLE WHEREAS, in connection with the substituting of a liquidity facility relating to the Southern California Public Power Authority's (the "Authority") variable rate Southern Transmission Project Revenue Bonds, 1991 Subordinate Refunding Series A, the Authority entered into a Reimbursement Agreement, dated as of November 28, 21, between the Authority and Lloyds TSB Bank, plc, acting through its New York Branch (the "Bank") (the "Reimbursement Agreement"); and WHEREAS, the Reimbursement Agreement currently provides for extensions of the related Irrevocable Letter of Credit No. SB 216 issued by the Bank (the "Letter of Credit7') for only one year periods; and WHEREAS, the Bank has offered favorable terms upon which the Letter of Credit may be extended for a period of five years; and WHEREAS, the Authority and the Bank desire to amend the Reimbursement Agreement to permit extensions of the Letter of Credit for periods longer than one year; and WHEmAS, the amendment of the Reimbursement Agreement would be effected by the execution and delivery of a First Amendment to Reimbursement Agreement between the Authority and the Bank (the "First Amendment"); and WHEREAS, at its meeting on September 12, 25, the Finance Committee of the Authority recommended that the Board of Directors of the Authority authorize the execution and delivery of the First Amendment. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Southern California Public Power Authority as follows: 1. Each of the President, Vice President and Executive Director of the Authority is hereby authorized and directed to execute and deliver the First Amendment, in substantially the form on file with the Authority, with such changes, insertions and omissions as shall be approved by said President, Vice President or Executive Director (such approval to be conclusively evidenced by her or his execution and delivery thereof), and each of the Secretary and any

166 Assistant Secretary is hereby authorized to attest to such signature. The form of such First Amendment is hereby made a part of this Resolution as though set forth in full herein and the same hereby is approved. 2. Each of the President, Vice President, Executive Director, Secretary and any Assistant Secretary of the Authority, 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 necessary or advisable for carrying out the transactions contemplated by this Resolution. Each reference in this Resolution to the President, Vice President, Executive Director, Secretary or Assistant Secretary shall refer to the person holding such office or position, as applicable, at the time a given action is taken and shall not be limited to the person holding such office or position at the time of the adoption of this Resolution. 3. This Resolution shall become effective immediately. THE FOREGOING RESOLUTION is approved and adopted by the Authority, this 15th day of September, 25. l' 1 PRESIDENT Southern California Public Power Authority ATTEST: - Southern California Public Power Authority

167 (Rail Call Vote) RESOLUTION NO RESOLUTION OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY APPROVING ANNUAL BUDGET FOR HOOVER UPRATING PROJECT POWER SUPPLY YEAR NO. 2 BEGINNING OCTOBER I, 25 BE IT RESOLVED by the Board of Directors of the Southern California Public Power Authority (the "Authrrrity") that: 1. The budget for the Hoover Uprating Project for Power Supply Year No, 2 beginning October 1, 25, submitted to this Board of Directors, is hereby approved. The Executive Director is hereby authorized and directed to place the budget so approved in final form, with such changes as shall be necessary or advisable to comply with the Hoover Uprating Project band Indenture and Power Sales Contracts; and the budget hereby approved, in such final farm, shall constitute the Authority's Annual Budget for the Hoover Uprating Project far Power Supply Year No. 2, beginning October 1, This Resolution shall became effective immediately. THE FOREGOING RESOLUTION is approved and adopted by the Authority, this 15th day of September, 25, ATTEST: A PRESIDENT Southern California Public Power Authority Southern California Kblic Power Authority

168 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY HOOVER UPRATING PROJECT ANNUAL BUDGET FOR THE FISCAL YEAR OCTOBER 1,25 THROUGH SEPTEMBER 3,26 Approved September 15,25

169 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY HOQVER UPRATING PROJECT COMPARISON OF BUDGET - FISCAL TO Variance MINIMUM COST COMPONENT Debt Service (net) $ 2,172, Western Capaclty Charges $ 1,392, Authority A&G Expenses $ 276, Operating Expenses $ 12, Subtotal Minimum Cost $ 3,852, VARIABLE COST COMPONENT W@stern Energy Charges $ 96, HOOVER UPRATING CREDITS Scheduled Gredlts $ 2,357,7 Applied Cred~ts $ 2,352, Unapplied Credits $ 5,7 COST TO PARTICIPANTS Total Cost af Powler $ 4,812, Applied Credits $ 2,352, Nat Cost to Participants $ 2,46, Scheduled Energy (MWH) 92,337

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171 P 8 O O U UOO 9 a G Cl O P 9 O O Q O * tu 9 9 a, $ a 2;; & n n w m o n w m tom m w m o F dd.4 a ++d w fid* v m A ~ H * m ~d,..i n r ( 4 ~ rnm WIS-ITI m o t-1+4 m M **w 6; vs mu.- ** mwm v* rrr d d 3 * c+ g R u "'4 kl I: u * M LI I cr

172 RESOLUTION NO RESOLUTION OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AGREEMENT FOR INFORMATION TECHNOLOGY SERVICES WITH BLACK AND VEATCH CORPORATION, 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; and WHEREAS, certain of the Authority Members have had a need in the past to retain consultants to provide for various preliminary steps associated with the application of information technology in support of field force automation, and are anticipated to have similar need in the future to provide for the implementation and support of project management processes and project application software systems; and WHEREAS, in order to assist members with services to address such information technology requirements, the Authority on August 14, 22 approved the retention of Plan b Solutions by way of Resolution 22-33, and the Authority continued to provided these services for members through an information technology contract with Plan b Solutions which continued in effect until August 14, 24; and WHEREAS, the Authority has billed all expenses and costs of retaining all such consultant services to the Members receiving these services; and WHEREAS, certain of the Authority members currently have need to retain consultants for further information technology services for the purpose of ongoing support for the implementation of project management processes and the enterprise version of the Microsoft Project application software system; and WHEREAS, the Authority is willing and able to retain Black & Veatch Corporation for the purpose of providing such services, and to bill all expenses and costs of retaining such consultant to the Members receiving such services; and WHEREAS, the Board of Directors of Authority, in its Resolution No , 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

173 WHEREAS, the Board of Directors of the Authority, in its Resolution No , 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 , 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 , 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 the applicable 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 Black & Veatch Corporation, at the request of a Member(s) of the Authority, provided that such Member(s) agrees, in writing, to bear all costs and expenses of such consultant. 2. The Board of Directors hereby provides for additional contributions to the General Fund. Notwithstanding anything to the contrary in Resolution No , such additional contributions, a) shall be solely for the purpose of paying costs and expenses incurred by the Authority with respect to Black & Veatch Corporation, 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 ; b) with respect to each bill SCPPA receives from Black & Veatch Corporation, the respective amount of each such bill shall be billed to the Members that have received services from Black & Veatch Corporation with respect to such bill, with the amount of each such Member's bill to be based upon the services performed by Black & Veatch for the benefit of such Member; and c) shall be billed and collected by adding the amounts provided above to the Authority's Hoover Uprating Project billings to Anaheim (if applicable), and to the Authority's Palo Verde Project billings to the other applicable Members, with such amounts designated as "Resolution No Charge."

174 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 Black & Veatch 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 Black & Veatch Subaccount pursuant to this Resolution will not be contributed or held for the purposes of any project for which the Authority has obtained any form of external financing. Such amounts shall not constitute (a) Revenues, or (b) revenues, income, rents or receipts derived by the Authority from or attributable to Authority Capacity (or to the payment of the costs thereof) or the ownership or operation of any Project. As used herein, "Revenues", "Authority Capacity" and "Project" shall have the respective meanings set forth in the indentures of trust and other instruments governing the external financing arrangements entered into from time to time by the Authority. 5. The President, Vice President, Secretary, any Assistant Secretary, Executive Director and any other officer of the Authority are each hereby authorized to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by this Resolution. 6. This Resolution shall become effective immediately. THE FOREGOING RESOLUTION is approved and adopted by the Authority this 2ot"aY of October, 25. ATTEST: n U PRESIDENT Southern California Public Power Authority Southern California put!$& Power Authority

175 (Roll Call Vote) RESOLUTION NO RESOLUTION OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY APPROVING THE ANNUAL BUDGET FOR ORMAT GEOTHERMAL ENERGY PROJECT FOR THE FISCAL YEAR JULY 1,25 THROUGH JUNE 3, 26 BE IT RESOLVED by the Board of Directors of the Southern California Public Power Authority (the "Authority") that: 1. The budget for the Ormat Geothermal Energy Project for the Fiscal Year July 1, 25 through June 3, 26, submitted to this Board of Directors, is hereby approved. The Executive Director is hereby authorized and directed to place the budget so approved in final form, with such changes as shall be necessary or advisable to comply with the Ormat Geothermal Energy Projects Power Sales Contracts; and the budget hereby approved, in such final form, shall constitute the Authority's Annual Budget for Fiscal Year July 1, 25 through June 3, This Resolution shall become effective immediately. THE FOREGOING RESOLUTION is approved and adopted by the Authority, this 17th day of November 25. ATTEST: Southern California Public Power Authority Southern California publikd Power Authority

176 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY ORMAT GEOTHERMAL ENERGY PROJECT ANNUAL BUDGET FOR THE FISCAL YEAR JULY 1,25 THROUGH JUNE 3,26

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178 Annual Budget Page 2 July through June 3: 26 Ormat Geothernal Energy Projects ($) Revenues Revenue Fund Disbursements Monthly Total Trans- Interest Revenue mission Earnings Total Operating Reserve Fund Dis- Month Costs (3) (4) Revenues Fund Account burse rnents Jul $ $ $ $ $ $ Aug $ $ $ $ $ $ Sep $ $ $ $ $ $ Oct $ $ $ Nov $ $ $ Dec $433 $ $433 Jan $433 Feb $433 Mar $433 AP~ $433 $ $433 May $433 $ $433 Jun $433 $ $ Subtotal $1,299 $ $1,299 $1,299 $ $1, Total FY $3,31 $ $3.31 $3.31 $ $3.31

179 RESOLUTION RESOLUTION OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY APPROVING THE FINAL EASEMENT DEED FOR THE FORT IRWIN ROAD WIDENING PROJECT IN SETTLEMENT OF THE FORT IRWIN ROAD SAN BERNARDINO COUNTY V. SOUTHERN CALIFORNIA PUBLIC POWER AUTHORlTY ET. AL., EMINENT DOMAIN CASE, SAN BERNARDINO COUNTY SUPERIOR COURT NUMBER BCV 761 WHEREAS, the Mead-Adelanto Transmission Project consists of a 22-mile long 5 KV alternating current transmission line, providing 12 MW of capacity, which extends between the Marketplace Substation (approximately 17 miles from Boulder City, Nevada) and the Adelanto Substation in San Bernardino County; and WHEREAS, the Southern California Public Power Authority (SCPPA) has executed ownership agreements providing it with a total of a % SCPPA member related ownership share in the Mead-Adelanto Transmission Pro-ject. The other owners of the transmission line are MSR public power agency and the City of Vernon; and WHEREAS, nine members of the Southern California Public Power Authority, to wit: the Cities of Anaheim, Azusa, Banning, Burbank, Colton, Glendale, Pasadena and Riverside, and the Department of Water and Power of the City of Los Angeles, are project participants in this SCPPA project and have acquired entitlements to SCPPA's interests; and WHERESAS, during 24 the County of San Bernardino brought an eminent domain action against SCPPA and over 1 other defendants arising out of a road widening project covering 23 miles of Fort lrwin Road between Interstate 5 and the Fort Irwin Army Reserve Training Center in San Bernardino County; and WHEREAS, the actions of the County of San Bernardino have been taken for the purpose of obtaining the legal entitlements necessary to widen the road. In order to do so the County has brought an eminent domain proceeding which seeks to obtain a roadway widening easement including a slope and drainage easement which will facilitate the widening of the road and its shoulders. A portion of this roadway widening project lies beneath the Mead-Adelanto Transmission Project; and WHEREAS, the Los Angeles Department of Water and Power is the Project Manager for the Mead-Adelanto Project and is reposed with the operating agent responsibilities with respect to the project pursuant to an Agency Agreement entered into between SCPPA and the Department during 1992; and

180 WHEREAS, the Los Angeles City Attorneys Office Department of Water and Power Legal Division has acted on behalf of the Los Angeles Department of Water and Power as the Mead-Adelanto Project Manager and has assisted SCPPA in the handling of this eminent domain case; and WHEREAS, The Los Angeles City Attorneys Office and SCPPA have carried out a diligence review with respect to the eminent domain action and have coordinated this review through the Real Estate Section of the Los Angeles Department of Water and Power; and WHEREAS, the Los Angeles Department of Water and Power Real Estate Section has reviewed this matter and the property implicated by the eminent domain action and has examined the situs of the interest being sought through the eminent domain action and the Real Estate Section has evaluated the particular real property condemnation case and the easement being sought by the County of San Bernardino in connection with widening of Fort Irwin Road; and WHEREAS, after review, the Los Angeles Department of Water and Power Real Estate Section has concluded that the widening of the road and the resloping of the shoulders of the road should have no appreciable affect on either of the two Mead-Adelanto Towers which are nearest to the road widening project; and WHEREAS, the Los Angeles City Attorneys Office and the SCPPA General Counsel have negotiated the terms and conditions of the potential easement deed which is proposed to be delivered by SCPPA in settlement of this San Bernardino County eminent domain action; and WHEREAS, the Los Angeles City Attorneys Office and the SCPPA General Counsel have tentatively agreed with the Office of the Santa Bernardino County Counsel upon the terms and conditions of the specific easement, subject to the approval by this Board, and upon the language of the easement deed which permits San Bernardino County to widen Fort Irwin Road and to reslope the shoulders of the road; and WHERAS, the County of San Bernardino has also agreed that the following condition will be imposed upon any conveyance being made by way of, and will be placed within and made a part of, the easement deed: "This non-exclusive easement and right of way is granted subject to the condition that Grantee's use thereof shall not interfere with, restrict, limit, prevent, or hinder Grantor's use of the property rights herein conveyed for the construction, installation, modification, operation, maintenance, and repair of Grantor's existing electric power transmission lines, any additional transmission lines Grantor may elect to install, or any facilities relating to such transmission lines."

181 NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Authority as follows: 1. Each of the President, Vice President and Executive Director of the Authority is hereby authorized and directed to execute the appropriate Easement Deed which will facilitate the settlement of the action in San Bernardino County v. SCPPA by executing and delivering the form of the Easement Deed set forth herein, the form of which Easement Deed is currently on file with the Authority, with such changes, insertions and omissions thereto 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). The form of such Easement Deed is hereby made a part of this Resolution as though set forth in full herein and the same is hereby approved. 2. Each of the President, Vice President, Executive Director, Secretary and any Assistant Secretary of the Authority, 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 necessary or advisable for carrying out the transaction contemplated by this Resolution. Each reference in this Resolution to the President, Vice President, Executive Director, Secretary or Assistant Secretary shall refer to the person holding such office or position, as applicable, at the time a given action is taken and shall not be limited to the person holding such office or position at the time of the adoption of this Resolution. 3. This Resolution shall become effective immediately, THE FOREGOING RESOLUTION is approved and adopted by the Authority this 15" day of December, 25. ATTEST: J) PRESIDENT Southern California Public Power Authority Southern ~aliforni3ublic Power Authority

182 [Project Vote] RESOLUTION NO RESOLUTION OF THE BOARD OF DIRECTORS OF SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY RELATING TO THE SOUTHERN TRANSMISSION PROJECT AUTHORIZING: (I) THE EXECUTTON OF A CONSENT APPROVING THE ASSIGNMENT OF ALL RIGHTS, DUTIES AND OBLIGATIONS UNDER CERTAIN REMARKETING AGREEMENTS TO A NEW REMARKETING AGENT AND (11) THE OFFICERS OF THE AUTHORITY TO DO ALL OTHER THINGS DEEMED NECESSARY OR ADVISABLE WHEREAS, in connection with the issuance by the Southern California Public Power Authority (the "Authority") of its Transmission Project Revenue Bonds, 2 Subordinate Refunding Series A and 21 Subordinate Refunding Series A (together, the "2 and 21 Bonds"), the Authority entered into two Remarketing Agreements (the "2 and 21 Remarketing Agreements") under which the current Remarketing Agent is UBS Financial Services Inc.; and WHEREAS, UBS Financial Services Inc. has requested that the Authority consent to an assignment (the "Assignment") assigning all of the rights, duties and obligations under the 2 and 21 Remarketing Agreements to UBS Securities LLC; and WHEREAS, the employees performing the remarketing functions relating to the 2 and 21 Bonds will not change as a result of the Assignment; and WHEREAS, the Finance Committee of the Authority at a meeting held on December 5, 25, has determined that the Authority should consent to the Assignment, subject to the approval by the Board of Directors. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Southern California Public Power Authority as follows: 1. Each of the President, Vice President and Executive Director of the Authority is hereby authorized and directed to consent to the Assignment by executing and delivering the form of consent set forth in the Assignment, which Assignment and form of consent are on file with the Authority, with such changes, insertions and omissions thereto 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). The form of such Assignment (including the form of the consent set forth therein) is hereby made a part of this Resolution as though set forth in full herein and the same hereby is approved.

183 2. Each of the President, Vice President, Executive Director, Secretary and any Assistant Secretary of the Authority, 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 necessary or advisable for carrying out the transaction contemplated by this Resolution. Each reference in this Resolution to the President, Vice President, Executive Director, Secretary or Assistant Secretary shall. refer to the person holding such office or position, as applicable, at the time a given action is taken and shall not be limited to the person holding such office or position at the time of the adoption of this Resolution. 3. This Resolution shall become effective immediately. THE FOREGOING RESOLUTION is approved and adopted by the Authority, this 15th day of December, 25. ATTEST: 4 PRESIDENT Southern California Public Power Authority Southern California Public Power Authority

184 RESOLUTION NO RESOLUTION OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AUTHORIZING THE EXECUTIVE DIRECTOR TO ENTER INTO AND EXECUTE AGREEMENTS FOR PROFESSIONAL LEGAL SERVICES WITH FULBRIGHT & JAWORSKI LLP FOR BOND COUNSEL AND TAX COUNSEL SERVICES RELATING TO SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY PROJECTS AND LEGAL MATTERS WHEREAS, The Southern California Public Power Authority (SCPPA) was created pursuant to the California Joint Exercise of Powers Act (The Act), for the purpose of jointly and cooperatively undertaking the financing, development, acquisition, construction, and operation of projects for the generation or transmission of electric energy, including the production, gathering, and/or delivery of fuel; and WHEREAS, pursuant to the Act, SCPPA possesses the power to own interests in facilities for the purpose of promoting electric generation and transmission and to finance these interests through the issuance of bonds or other forms of debt for the benefit of those projects and participants served by those facilities. Under the Act the Authority also has the power to plan, finance, develop, acquire, design, construct, own and operate projects involving the generation and transmission of electric energy and the production, gathering, and delivery of fuel, and to cause such projects to be planned, developed, financed, acquired, designed, constructed, operated, maintained and repaired, and to provide by agreement for the performance and carrying out of such activities, including agreements and instruments associated with financing of such matters; and WHEREAS, SCPPA has need from time to time for Bond Counsel and Tax Counsel services in connection with legal matters involving SCPPA bonds, notes, certificates of participation or other forms of debt or other methods for financing of SCPPA projects and interests; and WHEREAS, during the last half of 25 SCPPA carried forth an extensive Request for Proposals process which involved members of the SCPPA Finance Committee and several attorney members from SCPPA participant City Attorney offices. This process entailed an extensive review of written proposals and a series of interviews of several finalist law firms possessing substantial capabilities and experience in bond, tax exempt financing and complex financial transactional work. The 25 Request for Proposals process was designed and carried forth for the purpose of achieving the best value at the lowest cost for SCPPA for these services.

185 WHEREAS, Fulbright & Jaworski, LLP was a firm which had previously carried forth bond counsel and tax counsel work for SCPPA in connection with a substantial number of SCPPA projects and project finance activities; and WHEREAS, Fulbright & Jaworski, LLP was one of the firms which participated in the 25 SCPPA Request for Proposals Process for bond counsel and tax counsel and was evaluated and interviewed in connection with several other firms during November, 25; and WHEREAS, the SCPPA Finance Committee at it meeting on December 5, 25 recommended that the SCPPA Board of Directors authorize the retention of Fulbright & Jaworski, LLP for bond counsel and tax counsel services in connection with the SCPPA bond and tax counsel Request for Proposal process. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Authority as follows; I. The Executive Director of the Southern California Public Power Authority is authorized and delegated the authority to enter into and execute legal services agreements between Fulbright & Jaworski LLP and the Southern California Public Power Authority for bond counsel and tax counsel services which shall carry forth the best interests of SCPPA in connection with the 25 SCPPA bond counsel and tax counsel Request for Proposals process. 2. The Executive Director of the Southern California Public Power Authority is hereby authorized to execute and deliver the legal services agreements contemplated herein and 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. 3. This Resolution shall become effective immediately. THE FOREGOING RESOLUTION is approved and adopted by the Authority this 15" day of December, 25. I PRESIDENT Southern California Public Power Authority Southern California Public Power Authority

186 RESOLUTION NO RESOLUTION OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AUTHORIZING THE EXECUTIVE DIRECTOR TO ENTER INTO AND EXECUTE AN AGREEMENT FOR PROFESSIONAL LEGAL SERVICES WITH NIESAR-CURLS BARTLING FOR BOND COUNSEL SERVICES RELATING TO SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY PROJECTS AND LEGAL MAlTERS WHEREAS, The Southern California Public Power Authority (SCPPA) was created pursuant to the California Joint Exercise of Powers Act (The Act), for the purpose of jointly and cooperatively undertaking the financing, development, acquisition, construction, and operation of projects for the generation or transmission of electric energy, including the production, gathering, transportation and delivery of fuel; and WHEREAS, pursuant to the Act SCPPA possesses the power to own interests in facilities for the purpose of promoting electric generation and transmission and to finance these interests through the issuance of bonds or other forms of debt for the benefit of those projects and participants served by those facilities. Under the Act the Authority also has the power to plan, finance, develop, acquire, design, construct, own and operate projects involving the generation and transmission of electric energy and the production, gathering, transmission and delivery of fuel, and to cause such projects to be planned, developed, financed, acquired, designed, constructed, operated, maintained and repaired, and to provide by agreement for the performance and carrying out of such activities, including agreements and instruments associated with financing of such matters; and WHEREAS, the SCPPA has need from time to time for Bond Counsel services in connection with the issuance of bonds, notes, certificates of participation or other forms of debt or other methods for financing of SCPPA projects and interests; and WHEREAS, during the last half of 25 SCPPA carried forth an extensive Request for Proposals process which involved members of the SCPPA Finance Committee and several attorney members from SCPPA participant City Attorney offices. This process entailed an extensive review of written proposals from several law firms possessing substantial capabilities and experience in bond, tax exempt financing and complex financial transactional work. The 25 Request for Proposals process was designed and carried forth for the purpose of achieving the best value at the lowest cost for SCPPA for these services; and WHEREAS, Niesar-Curls Battling LLP was a firm which had previously carried forth certain co bond counsel work for SCPPA in connection with numerous SCPPA projects and project finance activities; and

187 WHEREAS, Niesar-Curls Bartling was one of the firms which participated in the 25 SCPPA Request for Proposals Process for bond counsel and tax counsel and was evaluated in connection with other firms during October and November, 25; and WHEREAS, the SCPPA Finance Committee at it meeting on November 7, 25 recommended that the SCPPA Board of Directors authorize the retention of Niesar-Curls Bartling to serve as co bond counsel as a result of the SCPPA bond and tax counsel Request for Proposal process. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Southern California Public Power Authority as follows: The Executive Director of the Southern California Public Power Authority is authorized and is delegated the authority to enter into and execute a legal services agreement between Niesar-Curls Bartling LLP and the Southern California Public Power Authority for co bond counsel services which shall carry forth the best interests of SCPPA in connection with the 25 SCPPA bond counsel and tax counsel Request for Proposals process. The Executive Director of the Southern California Public Power Authority is hereby authorized to execute and deliver the legal services agreements contemplated herein and 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. This Resolution shall become effective immediately. THE FOREGOING RESOLUTION is approved and adopted by the Authority this 15" day of December, 25. $uth~%%%~ Public Power Authority ATTEST: Power Authority

188 RESOLUTION NO RESOLUTION OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AUTHORIZING THE EXECUTIVE DIRECTOR TO ENTER INTO AND EXECUTE AN AGREEMENT FOR PROFESSIONAL LEGAL SERVICES WITH NlXON PEABODY LLP FOR SPECIAL TAX COUNSEL SERVICES RELATING TO SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY PROJECTS AND LEGAL MATTERS WHEREAS, The Southern California Public Power Authority (SCPPA) was created pursuant to the California Joint Exercise of Powers Act (The Act), for the purpose of jointly and cooperatively undertaking the financing, development, acquisition, construction, and operation of projects for the generation or transmission of electric energy, including the production, gathering, and/or delivery of fuel; and WHEREAS, pursuant to the Act SCPPA possesses the power to own interests in facilities for the purpose of promoting electric generation and transmission and to finance these interests through the issuance of bonds or other forms of debt for the benefit of those projects and participants sewed by those facilities. Under the Act the Authority also has the power to plan, finance, develop, acquire, design, construct, own and operate projects involving the generation and transmission of electric energy and the production, gathering, and delivery of fuel, and to cause such projects to be planned, developed, financed, acquired, designed, constructed, operated, maintained and repaired, and to provide by agreement for the performance and carrying out of such activities, including agreements and instruments associated with taxable and tax exempt financing of such matters; and WHEREAS, the SCPPA has need from time to time for Special Tax Counsel services in connection with tax related legal matters involving SCPPA bonds, notes, certificates of participation or other forms of debt and tax related legal matters involving SCPPA projects or interests; and WHEREAS, during the last half of 25 SCPPA carried forth an extensive Request for Proposals process which involved members of the SCPPA Finance Committee and several attorney members from SCPPA participant City Attorney offices. This process entailed an extensive review of written proposals and a series of interviews of several finalist law firms possessing substantial capabilities and experience in bond, tax-exempt financing and complex financial transactional work. The 25 Request for Proposals process was designed and carried forth for the purpose of achieving the best value at the lowest cost for SCPPA for these services. WHEREAS, Nixon Peabody LLP was a firm which had not previously carried forth bond or tax counsel work for SCPPA in connection with any previous SCPPA project, however the firm possessed extensive experience in the taxable and tax-exempt financing of projects associated with the generation and transmission of electric energy and with projects associated with the acquisition, gathering and delivery of gas as fuel: and

189 WHEREAS, Nixon Peabody LLP was one of the firms which participated in the 25 SCPPA Request for Proposals Process for bond counsel and tax counsel and was evaluated and interviewed in connection with several other firms during November, 25; and WHEREAS, the SCPPA Finance Committee at it meeting on December 5, 25 recommended that the SCPPA Board of Directors authorize the retention of Nixon Peabody LLP for special tax counsel services in connection with the SCPPA bond and tax counsel Request for Proposal process. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Authority as follows: The Executive Director of the Southern California Public Power Authority is authorized and delegated the authority to enter into and execute a legal sewices agreement between Nixon Peabody LLP and the Southern California Public Power Authority for special tax counsel services which shall carry forth the best interests of SCPPA in connection with the 25 SCPPA bond counsel and tax counsel Request for Proposals process. The Executive Director of the Southern California Public Power Authority is hereby authorized to execute and deliver the legal services agreement contemplated herein and 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. This Resolution shall become effective immediately. THE FOREGOING RESOLUTION is approved and adopted by the Authority this 15" day of December, 25. ATTEST: Y PRESIDENT ~buthern California Public Power Authority Southern California Public Power Authority

190 RESOLUTION NO RESOLUTION OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AGREEMENT WITH PLATTS, 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; and WHEREAS, certain of the Authority Members have a need to retain consultants for gas and power market forward price information for use in analyzing energy portfolio positions; and WHEREAS, the Authority is willing and able to retain Platts, a Division of the McGraw-Hill Companies Inc., ("Platts") and to bill all expenses and costs of retaining such consultant to the Members receiving service; and WHEREAS, the Board of Directors of Authority, in its Resolution No , 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 , 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 , 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 , 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.

191 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 Platts at the request of a Member(s) of the Authority, provided that such Member(s) agrees, in writing, to bear all costs and expenses of such consultant. 2. The Board of Directors hereby provides for additional contributions to the General Fund. Notwithstanding anything to the contrary in Resolution No , such additional contributions, shall be solely for the purpose of paying costs and expenses incurred by the Authority with respect to Platts, 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. "192-1 ; with respect to each bill SCPPA receives from Platts, shall be billed to the Members that have received services from Platts with respect to such bill, with the amount of each such Member's bill to be based upon the services performed by Platts for the benefit of such Member; and shall be billed and collected by adding the amounts provided above to the Authority's Hoover Uprating Project billings to Anaheim (if applicable), and to the Authority's Palo Verde Project billings to the other applicable Members, with such amounts designated as "Resolution No 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 Platts 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 Platts 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.