Presentation on PG&E Asset Acquisition - FEBRUARY 18, 2021 - TuoCo

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Presentation on PG&E Asset Acquisition - FEBRUARY 18, 2021 - TuoCo
Presentation on
PG&E Asset Acquisition

FEBRUARY 18, 2021

   2/18/2021             1
Presentation on PG&E Asset Acquisition - FEBRUARY 18, 2021 - TuoCo
PG&E Plans for Asset
Disposition
              • Several years ago PG&E initiated a program to
                dispose of underperforming assets for the benefit
                of its ratepayers
              • Disposition has taken several forms:
                o Sale to a local, and logical buyer (e.g. TUD)
                o Advertising for sale to any interested party
                o Surrender license

              • PG&E has successfully transferred several
                facilities (Chili Bar, Merced Falls, Deer Creek,
                Narrows 2, etc.), mostly to logical local buyers
              • Several more facilities are in process of transfer,
                several to interested non-utility or private parties

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Presentation on PG&E Asset Acquisition - FEBRUARY 18, 2021 - TuoCo
Options Explored by TUD
• PG&E is interested in divesting the Phoenix Project, plus
  Strawberry Dam/Pinecrest Reservoir
  o These assets make the most business sense as water supply
    focused, rather than generation-focused assets
  o Offering first to TUD

• Initial discussions 2016
• TUD & PG&E explored several variants, including Phoenix
  only, all of the Spring Gap – Stanislaus system, and
  Phoenix + Strawberry/Pinecrest
• A Phoenix + Strawberry/Pinecrest assets transaction best
  meets the mutual objectives of TUD and PG&E

      2/18/2021                                                 3
Presentation on PG&E Asset Acquisition - FEBRUARY 18, 2021 - TuoCo
Assets Included in
  Transaction
1. Phoenix System
  o Phoenix facilities, including Lyons Dam & reservoir,
    Tuolumne Main Canal & Phoenix Powerhouse, plus
  o Associated real assets (lands, roads, easements)
  o Water rights associated with the Phoenix Project
  o FERC license plus other operational authorities

2. Strawberry Dam and Pinecrest Reservoir
  o Strawberry dam and Pinecrest reservoir,
  o Additional water rights and regulatory authorities
  o Real assets (lands, roads, easements) associated with
    Strawberry/Pinecrest

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Presentation on PG&E Asset Acquisition - FEBRUARY 18, 2021 - TuoCo
Water Rights Assets
• Pre-1914 Rights
  o   Statement 993: Priorities 1856 and 1911, for storage at Pinecrest
      Reservoir
  o   Statement 995: Priority 1851, Direct diversion of 52 cfs into the
      Tuolumne Main Canal year-round
  o   Statement 9036:Priority 1897, for storage of 839 AF in Lyons Reservoir

• 1928 Rights
  o   License 1542: Priority 1928, for increased storage at Lyons (up to
      5,508 AF)
  o   License 1541: Priority 1928, for hydro power generation at the
      Phoenix Powerhouse

      2/18/2021                                                            5
Presentation on PG&E Asset Acquisition - FEBRUARY 18, 2021 - TuoCo
Obligations for TUD Associated with
Assets
              • Lyons and Strawberry dams
                o   New operational and maintenance paradigm for TUD
                o   Extensive history, and regulatory ‘playbook’ available
              • Tuolumne Main Canal
                o   Addition to TUD’s already extensive canal and flume
                    operations
              • Phoenix Powerhouse
                o   New commodity (power) instead of water
                o   On the order of complexity of TUD’s water and wastewater
                    processing facilities
              • Associated lands, roads and facilities
                o   Addition to TUD’s current inventory
              • Additional communication and control infrastructure
                o   Expansion of TUD’s current systems

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Presentation on PG&E Asset Acquisition - FEBRUARY 18, 2021 - TuoCo
Obligations to be Acquired (cont.)
• Regulatory Obligations
  o   FERC (licenses), SWRCB (401, water rights), USFS (conditional
      use and FERC-required)
• Obligation Categories:
  o   Operational: minimum instream flows, ramping rates, reservoir
      elevation targets
  o   Monitoring: dams, and monitoring of impacts of project
      operations on fish, vegetation, or wildlife
  o   Maintenance: Dam, canal and road maintenance in
      conformance with FERC, USFS and other requirements
  o   Safety: Dam and fire safety
  o   Notification & Reporting: both routine and incident reporting
  o   Recreation: Particularly associated with Lyons and Pinecrest
      Reservoirs

      2/18/2021                                                       7
Presentation on PG&E Asset Acquisition - FEBRUARY 18, 2021 - TuoCo
Costs & Revenues
• PG&E Cost Information is proprietary and protected under
  confidentiality during negotiations
• Revenues from power generation will not be sufficient to cover
  the cost of operations
• Revenue from other sources (e.g. water rate increase, or a tax
  or assessment of some type) will be necessary
• Further exploration of revenue options will be undertaken in
  the coming months

      2/18/2021                                                    8
Presentation on PG&E Asset Acquisition - FEBRUARY 18, 2021 - TuoCo
Transaction Process
Part 1 (12 months): Mostly Completed
 • Term Sheet w PG&E (executed 12/2019)
 • Initial Due Diligence by District, to verify costs & obligations
Part 2: (12 months): underway
 • Purchase & Sale Agreement (PSA) w PG&E: underway
 • Prop 218 Process (includes general TUD needs): undertake in 2021
 • Additional Diligence by District as needed: in parallel with PSA
Part 3: (18 months): after PSA Agreement completed
 • Approvals by FERC and CPUC
 • Transaction closing activities (real estate closing)
 • Hiring, contracting, training, commence transition to District
   operations

      2/18/2021                                                       9
Presentation on PG&E Asset Acquisition - FEBRUARY 18, 2021 - TuoCo
Transition

• After the PSA is executed, it is submitted to the CPUC for approval
• After CPUC approval, closing activities will include:
  •   Transfer of various permits and licenses
  •   CAISO interconnection and power sales arrangements
  •   TUD to acquire staff and equipment
  •   Real estate closing (including property, easements, roads, etc.)
  •   SCADA and communications cut over
  •   Establish Board policies regarding operations, financial reserves, etc.

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Process Status and Schedule
DRAFT - SUBJECT TO REVISION
Key Dates and Milestones
Phoenix/Pinecrest Transaction
                                                                            2021                                           2022                                  2023
Task                                      10 11 12 1       2    3   4   5   6 7     8   9   10 11 12 1     2   3   4   5   6 7     8   9   10 11 12 1      2     3 4    5   6
Transaction
      Develop PSA
      PG&E Separation of Facilities
      CAISO NRI
      FERC and CPUC
      Final Closing
FERC Processes
      Phoenix Final License Application   === Post FLA tasks   === === === === === === === === === === === === === === === === === === === === === === === === === === === ===
      Pinecrest Storage License Process
Due Diligence Tasks:
      Financial Update
      Pre-Purchase Inventory & Insp.
      Dam Safety Update
218 Rate Process
      Develop Detailed Costs
      Community Outreach
      218 Protest Period
      218 Rates Adopted

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Presentation on
PG&E Asset Acquisition

FEBRUARY 18, 2021

 For more information visit: https://tuocoourwater.com/

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United States Bureau of Reclamation
Contract for Water from the Central
   Valley Project (New Melones)

  OPPORTUNITY TO DIVERSIFY TUOLUMNE
        COUNTY WATER SUPPLY

          FEBRUARY   18, 2021

                                      2/18/2021
United States Bureau of Reclamation CVP Contract

 Central Valley Project initiated in 1935
 New Melones project authorized in 1940s and completed
  in 1979
 USBR currently unable to issue new water service
  contracts for New Melones water, with the exception of
  TUD.
    TUD is considered by federal legislation an “in-basin” priority user
    Amount of water being sought
      Water Needs Assessment
      County General Plan
    Quantity will lead to Basis of Negotiation (BON)
    BON two year time limit
    CEQA and NEPA compliance during BON
    Quantity of water sought will influence total costs to secure contract

                                                                     2/18/2021
Diversified Water
Sources

 PG&E Rights limited to the South Fork of the
 Stanislaus.
    Watershed of approximately 107 square miles
 Other dry year sources are limited
 New Melones storage of 2.4 million acre-feet
   Watershed of approximately 997 square miles

                                                   2/18/2021
Access to the Water

 Utilization of an existing pumping facility

 Distribution limited to a portion of TUD’s ditch system
   Could be used to offset water demands

 Water would not always be available at the pumping facility
   Vulnerability still present during extreme or extended droughts

                                                               2/18/2021
Map of Facilities

                    2/18/2021
Estimated Costs

 Agriculture water = $35/AF
 M&I = $60/AF
 Environmental Restoration = $10/AF
   The ER charge is added to both agriculture and M&I.

   If a contract includes both Ag/M&I, then the M&I rate is the
    total charge.
 Pumping Costs
   Electricity Costs of approximately $193/AF

                                                            2/18/2021
Objectives

 Supplemental
  o Emergency: fire, MTC failure, etc.
  o Drought
  o Climate change
  o Future County needs
 Flexibility
  o Ditch outage supply
  o Maintenance supply
  o Reduce stress on upper system
 Timeline
  o Expect to execute within 2-3 years

                                         2/18/2021
United States Bureau of Reclamation
Contract for Water from the Central
   Valley Project (New Melones)

   OPPORTUNITY TO DIVERSIFY TUOLUMNE
         COUNTY WATER SUPPLY

           FEBRUARY   18, 2021

              QUESTIONS?

                                       2/18/2021
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