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Public Workshop on issues related to the
Carlsbad Desalination Project




                                San Diego County Water Authority
                        Special Water Planning Committee Meeting
                                                              1
                                                  October 2, 2012
   Wholesale water agency created
    by State Legislature in 1944
    ◦ 24 member agencies
    ◦ 36-member board of directors
    ◦ Serves 3.1 million people and region’s
      $186 billion economy
   Mission is to provide safe and
    reliable water supply to member
    agencies
   Service area
    ◦ 950,000 acres
    ◦ 97% of county’s population

                                               2
State Water Project Facilities




                                 MWD Water
                                  Facilities
                Colorado River Aqueduct




              Water Authority Facilities       3
   High reliance on single supply                     Drought
    source
    ◦ MWD imported supplies from SWP and
      Colorado River
    ◦ Potential for imported supply shortages
        Recurring droughts
        Regulatory restrictions on SWP deliveries
                                                     SWP Reliability
        Delta levee failure due to earthquake
        Limited storage reserves on the SWP

   Future water demand increases
   Potential effects of climate change

                                                                       4
1990-91: Bottom of the Basket Falls Out




                                          5
SWP Lake Oroville June 2005
3.6 Million Acre-Feet – 99% Capacity




                                       6
SWP Lake Oroville February 2008
1.4 Million Acre-Feet – 40% Capacity




                                       7
% of Average Inflow at Lake Powell
            140

            120

            100
Percent of Inflow




                    80

                    60

                    40

                    20

                     0




                                   Water Year
                                                              8
Source: Metropolitan Water District Presentation 09-25-12
                                                        9
1,000
Total Demand (TAF)




                        900


                        800


                        700


                        600
                                        2020                   2025                     2030                 2035


                     Baseline Demand without Price Effect   Baseline Demand with Price Effect   SBx 7-7 Compliance Demand

                                                                                                                       10
   Employ resource strategies unique to local
    conditions
   No single resource strategy can manage all
    uncertainties
   Multi-faceted approach required
     Conservation
     New supplies
                                             Low-water using
                                               landscape
     Supply diversification
     Infrastructure improvements

                                    Reclaimed water
                                                               11
                                       pipelines
   New, local water supply
   Reduces need for imported
    water from environmentally
    sensitive areas
   Drought-proof supply
   Improved water quality
   Cost on par with other new, local water supplies
     Energy use higher than other supply sources
   Enhances regional supply reliability and local
    control
                                                     12
   Consistent with
    diversification strategy
   One of few options in San
    Diego region that can
    provide large amounts of
    local supply
   Included in approved 2010 SDCWA Urban Water
    Management Plan
     Identifies reliable resource mix to meet existing and
      future demands

                                                              13
$2,041
                      Carlsbad (Poseidon)                                                             $2,290


                    Mission Basin Narrows                                              $1,717

                                                                          $1,475
                                  Otay River
                                                                                                 $2,086

                                                                                       $1,975
                          City of SD RWS *
                                                                                                          2,375**
                                                                            $1,628
North San Diego County Regional Reuse
                                                                                        $1,730

                                                                                           $1,900
           Camp Pendleton Desalination                                                                    $2,340
                                                                                          (100 mgd)       (50 mgd)

                                                0       500       1,000       1,500      2,000        2,500          3,000
                                                                      $/AF

         Brackish Groundwater                   Indirect Potable Reuse                Seawater Desalination

  * Cost range includes wastewater related costs that    ** Incentive funding reduced at 2011 value of $275 . RWS
  may reduce the unit cost by up to $600/AF .            assumes deduction for incentives on 20 year NPV basis.         14
Existing/Proposed Water Supplies for
                the San Diego Region
                                           Energy as a Percentage of Unit Cost
                                           40%

                                           35%
Energy cost as a percent of Total Unit




                                           30%

                                           25%
                                    Cost




                                           20%

                                           15%

                                           10%

                                           5%

                                           0%
                                            Otay River Brackish   Indirect Potable Reuse   State Water Project        Carlsbad
                                         Groundwater Desalination                                                Desalination Project

                                                                                                                                        15
Water Supply Shortfall Scenarios in 2025 (Dry Year)
                               30%
Percent Supply Cutback Level




                               25%

                               20%

                               15%                         30%

                               10%                               22%
                                               20%

                               5%                    12%
                                     10%

                               0%        2%
                                     w/o w/    w/o w/      w/o w/
                                     CDP CDP   CDP CDP     CDP CDP
                                                                       16
Not
         Important,   Unsure, 3%
            15%


                               Important
                                   82%




58% respondents indicated willingness to pay an additional
$5 or more per month for seawater desalination
                                                        17
   Significant uncertainties over current supplies
    affect regional reliability
   Seawater Desalination is important part of
    strategy to address uncertainties
   Important to continue multi-faceted approach
     Conservation
                                              2020 Diverse Supply Portfolio


     New supplies
                                               Local Surface                 Seawater
                                                  Water                     Desalination
                                                    6%     Recycled Water
                                                                6%             9%
                                         Groundwater

     Supply diversification
                                             2%




     Infrastructure
                               Conservation
                                  13%
                                                                                           MWD


      improvements
                                                                                           30%



                                   Canal Lining
                                    Transfer
                                      10%
                                                       IID Transfer
                                                           24%

                                                                                                 18
Public Workshop/Special Water Planning Committee Meeting - Carlsbad Desalination - October 2, 2012
TOVWTP
                                                        Improvements




                                              Pipeline 3 Relining
                                              (27,100 feet)

Desalination
Plant




               Desal Conveyance Pipeline
               10-miles of new 54-inch pipe                    Aqueduct
                                                               Connection
                                                               Facilities




                                                                            20
   Water Authority
   Project Company: Poseidon
   Plant EPC Contractor: Kiewit-Shea Joint Venture
   Process Engineering and Equipment: IDE
   Operating Services Provider: IDE




                                                      21
Poseidon Resources LLC
   Poseidon is the developer and manager of the
    Project
   Founded in 1995 with a sole focus on
    development, management and investing in
    water infrastructure
   Portfolio and pipeline include domestic and
    international projects, with specific focus on
    seawater desalination
        Currently developing other desalination
         projects in California and Florida using similar
         development, construction, operation and
         ownership approach
   Senior management team has developed,
    financed, and constructed over $10 billion in
    infrastructure projects
Stonepeak Infrastructure Partners LLC
   Stonepeak will be principal new equity investor in the project
   Invests in traditional infrastructure assets with a focus on North America
   TIAA-CREF is a founding investor in the fund
   The firm was previously the infrastructure division of Blackstone
   The Firm’s founding partners have invested over $2 billion of equity into North American
    infrastructure.
                                                                                               22
Private Project Participants

Kiewit is one of the largest EPC companies in the U.S. with over 125
years of experience
                                                   Select Kiewit Experience
 Kiewit ranks as the country’s top
  contractor in the delivery of water              Bakersfield Wastewater
  supply projects, according to                    Treatment Plant, California
                                                   Doubling the plant’s capacity
  Engineering News-Record magazine                 and providing secondary and
                                                   tertiary treatment processes
 Over the last ten years, Kiewit has provided
  procurement, construction and start-up           South Bay Water Reclamation
  services for more than 280 public and            Plant, California

  private water supply projects totaling more      Constructed equalization
                                                   tanks, sedimentation basins,
  than $6.3 billion in contract revenue            aeration basins, secondary
     Includes over $240 million of construction   clarifiers, and an effluent pump
                                                   station
      work for the SDCWA in the past decade
                                                   P1-102 Activated Sludge
 Projects include water and wastewater            Treatment Facility California
  treatment facilities, dam/viaduct                Upgrading the existing facility
                                                   and adding a secondary
  construction, pipeline/aqueduct development      treatment facility with a 60
  and pump station implementation                  MGD capacity




                                                                                                                     23
Private Project Participants


J.F. Shea is a California-based construction company with over 100
years of experience constructing water and wastewater projects

    Shea has completed in excess of 441,000         Select J.F. Shea
                                                     Experience
    linear feet of pipeline construction for water   Advanced Water Treatment
    system throughout the southern California        Plant, Fountain Valley,
                                                     California
    area
       These pipelines range in size from 36
        to 192 inches in diameter
                                                     San Diego Pipeline No. 6,
           – The Poseidon pipeline will be 54        Winchester, California
             inches in diameter
       Includes over 70,000 linear feet in
        various projects for the SDCWA
                                                     Walnut Hill Water
                                                     Treatment Plant, Boston,
 J.F. Shea has also recently completed the          Massachusetts
  world’s largest reverse osmosis wastewater
  (75 MGD) to drinking water treatment plant



                                                                                                                24
IDE is an internationally recognized leader in the turnkey delivery and
operation of large scale seawater desalination projects
 IDE has developed nearly 400 plants in          Select IDE Projects
  more than 40 countries worldwide over its       Hadera Desalination Plant,
  45 years of operation                           Israel
                                                  The world’s largest (92 MGD)
                                                  reverse osmosis desalination
 The installed capacity of IDE plants is over    plant completed in 2010
  530 MGD
                                                  Ashkelon Desalination Plant,
     Includes 3 reverse osmosis projects of      Israel
       similar or larger size than the Carlsbad   The world’s then-largest (87
       project                                    MGD) seawater reverse
                                                  osmosis desalination plant
                                                  completed in 2006
 Currently designing and constructing the
                                                  Reliance Industries
  Soreq Desalination Project which will be a      Desalination Plant, India
  109 MGD seawater reverse osmosis plant          India’s largest seawater
                                                  desalination plant, and one of
                                                  the world’s largest multi effect
 Named the “Desalination Company of the          distillation (MED) plants
                                                  completed in 1998; last
  Year” for 2010 Global Water Intelligence        expanded in2008



                                                                                     25
26
Mouth of Lagoon




Outfall




                    27
28
29
Seawater Desalination Process
                         Desalination Technology




              15
                                                   30
31
Public Workshop/Special Water Planning Committee Meeting - Carlsbad Desalination - October 2, 2012
Desal Conveyance Pipeline
10-miles of new 54-inch pipe




                                33
                               33
Desalination Conveyance Pipeline
 10-miles of 54-inch welded steel pipeline
 Poseidon / Kiewit-Shea will be responsible for
  design and construction
 SDCWA will own, operate and maintain
 Built entirely within existing city streets
   • Carlsbad
   • Vista
   • San Marcos
 Traffic control measures to minimize public impacts
 Approximately 2-year construction duration
 Two construction headings working simultaneously

                                                        34
Pipeline 3 Relining




                      35
36
TOVWTP
Improvements




               37
TOVWTP Improvements
 New facilities and modifications to existing facilities
   • New connection to P3
   • New pipeline from P3 to existing treated water storage
     tanks at TOVWTP
   • Modification to existing treated water flow control facility
   • New water conditioning chemical feed systems




                                                                    38
Aqueduct
Connection
Facilities




             39
Aqueduct Connection Facilities

 Connect new desalination
  conveyance pipeline to SDCWA’s
  regional distribution system

 Poseidon to design and construct

 SDCWA to operate and maintain




                                     40
   Approximately 36 months to construct
    Plant and Pipeline
     Plant must pass a 30 day performance test to
      begin commercial operations


   Approximately 30 months to complete
    Water Authority improvements




                                                     41
Public Workshop/Special Water Planning Committee Meeting - Carlsbad Desalination - October 2, 2012
Pursuing an Appropriate Risk/Reward Tradeoff

        Why a Water Purchase Agreement?




                                               43
   30 years from the date of commercial
    operation
   Subject to early buy-out provisions
   Can be extended for up to 3 years due to
    force majeure events




                                               44
   Permit, Design and Build the Desal Plant
    (WPA)
   Permit, Design and Build the
    Product Water Pipeline (Design-Build
    Agreement)
   Operate and Maintain the Desal Plant
   Supply Product Water




                                               45
• “Take or Pay” for Product Water if it meets
  specifications (minimum of 48,000 AF/Year)
• Timely Construction of TOVWTP
  Improvements and Pipeline 3 Rehabilitation
• Physically be able to receive Product Water
• Operate and Maintain the Conveyance Pipeline,
  the TOVWTP Improvements and Pipeline 3




                                                  46
• Equity Investment: $164 Million
• Project Financing: Non-Performance Risk
  Incentivizes Bondholders to Cure Breaches
• Letter of Credit to Secure Performance
• Letter of Credit to Assure Financing




                                              47
• Product Water Quality Guarantee
  • Compliance with all federal and state drinking
    water regulations
  • Additional standards for certain water quality
    parameters
• Minimum Product Water Delivery Guarantee
  • Annual supply to meet Water Authority demands
    (between 48,000 and 56,000 acre-feet)
• Water Ordering Rights
  • Water Authority rights to adjust delivery orders to
    reflect seasonal and daily demand changes

                                                          48
• Purchase options at Water Authority sole
  discretion
• Convenience Termination
  • Early buy-out provision
• End of Term
   • $1 end of 30-year term
• Event of Default




                                             49
   Construction and Operating Cost Overruns
   Timely Project Completion
   Regulatory and Law Compliance
   Regulated or Differing Site Conditions
   Capital Maintenance, Repair and Replacement
   Labor Supply and Relations




                                                  50
1.   The Electricity Charge
     is driven by:
     •       Terms of Poseidon’s                             3.    The Capital Charge
             O&M Agreement with                                    is driven by:
             IDE                                                   • Poseidon’s Capital
                                                                     Budget
     •       SDG&E Rates
                                     Electricity                   • Bond Issuance
     •       Water Authority’s                                     • Negotiated Equity
             option to select
                                      Charge
                                                                     Return/Developer
             supplier                                                Fee
     The Electricity Charge will                   Capital         • Development period
     vary with electricity prices                  Charge            costs
2.       The Operating Charge       Operating                     The Capital Charge is
         is driven by:                                            fixed at a pre-
                                     Charge                       established escalation
         •   Terms of Poseidon’s                                  rate
             O&M Agreement with
             IDE
         •   Other operating
             expenses
     The Operating Charge is
     indexed to CPI
                                                                                           51
   Plant and Pipeline Capital Cost: $691 Million
   Financing Costs:                 $213 Million

   Method of Finance for Plant and Pipeline:
      82% funded through Bonds issued by the California
       Pollution Control Financing Authority
      18% Cash Equity from Stonepeak Infrastructure


       Bond Financing         Equity Contribution

       $740 Million           $164 Million


                                                           52
   Operating and Maintenance Costs:
      Total O&M Costs: $48.8- $53.1 million annually
      Costs reflect a range of 48,000 AFY-56,000 AFY

   Unit Cost (Plant + Pipeline):

    48,ooo acre feet per year   56,000 acre feet per year

            $2,097/AF                   $1,876/AF



                                                            53
60,000


   Base Product Water                58,000


    Deliveries
                                                                                                                           56,000
                                      56,000                                                            54,348                   55,261
                                                                                              54,068
       First 48,000 Acre feet        54,000
                                                                           53,633

                                                                                                                  51,373
       Paid at Fixed and variable    52,000
                                                         50,329
        price                         50,000   49,328             49,583
                                                                                    50,325




                                                                                                                            56,000


                                                                                                                                     55,261
                                      48,000
    Additional Product




                                                                                                         54,348
                                                                                               54,068
                                                                           53,633





                                                                                                                  51,373
                                      46,000
    Water Deliveries


                                                         50,329




                                                                                     50,325
                                                                  49,583
                                                49,328
                                      44,000
       Next 8,000 acre feet
                                      42,000
       Paid at variable unit price
                                      40,000
                                               2020 2021 2022 2023 2024 2025 2026 2027 2028 2029
                                                           Annual Projected Desal Purchases
                                                                             Wet Weather Hydrology




                                                                                                                                         54
Water Unit Price without
Uncontrollables


                           55
Maximum 30% over contract term
                   No more than 10% in a single year




Water Unit Price without Uncontrollables




                                                       56
Poseidon bears consumption risk           Water Authority bears price risk
   Electricity consumption allowances       The price of energy is passed
    are established in the WPA                through in the Water Unit Price
    (kWh/kgal)
       Raw seawater temperature             The “price of energy” is expected
                                              to be SDG&E’s ALTOU+EECC tariff
       Raw seawater TDS
       Plant operating mode                 The Water Authority has the right
                                              to:
   Poseidon bears “over-under” risk
                                                 Direct energy supply to a third-
    versus consumption allowance
                                                  party power provider
   Poseidon is incentivized to operate          Supply energy itself
    efficiently

   Consumption allowance will be
    trued-up after three years
    operations




                                                                                     57
Factors driving higher       Factors driving lower
         growth rate                 growth rate

• Renewable Portfolio        • Natural Gas Prices
  Standard (RPS)
                             • Demand-Side Response
• AB 32
                             • Rate-Setting Process




                                                         58
   Rate forecasts for SDG&E’s industrial rate from 2010 to 2022
   These forecasts incorporate variations in the key drivers
    discussed on previous slides
   Forecasted escalation varies from 0.5% - 1.7% annually




                                                                   59
   Electricity charge escalation is expected to be comparable with
    Operating Charge escalation and the fixed escalation of the Capital
    Charge
   Electricity costs are expected to remain approximately 25% of the
    Water Unit price over the term of the WPA




                                                                          60
   Pipeline 3 and Twin Oaks Valley WTP
    improvements; Twin Oaks additional
    operating costs; construction oversight:
     Total Cost = $80 million

      48,ooo acre feet per year   56,000 acre feet per year
        $96 + $83 = $179/AF         $82 + $71 = $153/AF


   Administrative Costs during operation:
      48,ooo acre feet per year   56,000 acre feet per year

                $14/AF                      $12/AF

                                                              61
Total Capital Cost:
    Plant and Pipeline Cost:                      $691 Million
    Financing Costs:                              $213 Million
    Water Authority improvements                   $80 Million
     and construction oversight                    ___________
                                                   $984 million
 Total Unit Cost 1:
48,ooo acre feet per year       56,000 acre feet per year
       $2,290/AF                        $2,041/AF
                            1Includes debt service, operations, WA
                            construction oversight and administrative costs
                                                                              62
   Public Meeting
     Evening Water Planning Committee meeting in Carlsbad
           October 10, 2012 - 6:30 pm, City of Carlsbad Faraday
            Operations Center


   October Special Board Meeting – Oct. 11, 2012
       Australian Desalination experience
       Detailed discussion on Draft WPA costs and terms
       Continue discussions on financial components
       Continue discussion on rate structure




                                                                   63
   October Regular Board Meeting – Oct. 25, 2012
     Review actions related to Pipeline 3 rehabilitation, Twin
      Oaks and other distribution system activities
     Continue discussions on financial components and rate
      structure




                                                                  64

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Public Workshop/Special Water Planning Committee Meeting - Carlsbad Desalination - October 2, 2012

  • 1. Public Workshop on issues related to the Carlsbad Desalination Project San Diego County Water Authority Special Water Planning Committee Meeting 1 October 2, 2012
  • 2. Wholesale water agency created by State Legislature in 1944 ◦ 24 member agencies ◦ 36-member board of directors ◦ Serves 3.1 million people and region’s $186 billion economy  Mission is to provide safe and reliable water supply to member agencies  Service area ◦ 950,000 acres ◦ 97% of county’s population 2
  • 3. State Water Project Facilities MWD Water Facilities Colorado River Aqueduct Water Authority Facilities 3
  • 4. High reliance on single supply Drought source ◦ MWD imported supplies from SWP and Colorado River ◦ Potential for imported supply shortages  Recurring droughts  Regulatory restrictions on SWP deliveries SWP Reliability  Delta levee failure due to earthquake  Limited storage reserves on the SWP  Future water demand increases  Potential effects of climate change 4
  • 5. 1990-91: Bottom of the Basket Falls Out 5
  • 6. SWP Lake Oroville June 2005 3.6 Million Acre-Feet – 99% Capacity 6
  • 7. SWP Lake Oroville February 2008 1.4 Million Acre-Feet – 40% Capacity 7
  • 8. % of Average Inflow at Lake Powell 140 120 100 Percent of Inflow 80 60 40 20 0 Water Year 8
  • 9. Source: Metropolitan Water District Presentation 09-25-12 9
  • 10. 1,000 Total Demand (TAF) 900 800 700 600 2020 2025 2030 2035 Baseline Demand without Price Effect Baseline Demand with Price Effect SBx 7-7 Compliance Demand 10
  • 11. Employ resource strategies unique to local conditions  No single resource strategy can manage all uncertainties  Multi-faceted approach required  Conservation  New supplies Low-water using landscape  Supply diversification  Infrastructure improvements Reclaimed water 11 pipelines
  • 12. New, local water supply  Reduces need for imported water from environmentally sensitive areas  Drought-proof supply  Improved water quality  Cost on par with other new, local water supplies  Energy use higher than other supply sources  Enhances regional supply reliability and local control 12
  • 13. Consistent with diversification strategy  One of few options in San Diego region that can provide large amounts of local supply  Included in approved 2010 SDCWA Urban Water Management Plan  Identifies reliable resource mix to meet existing and future demands 13
  • 14. $2,041 Carlsbad (Poseidon) $2,290 Mission Basin Narrows $1,717 $1,475 Otay River $2,086 $1,975 City of SD RWS * 2,375** $1,628 North San Diego County Regional Reuse $1,730 $1,900 Camp Pendleton Desalination $2,340 (100 mgd) (50 mgd) 0 500 1,000 1,500 2,000 2,500 3,000 $/AF Brackish Groundwater Indirect Potable Reuse Seawater Desalination * Cost range includes wastewater related costs that ** Incentive funding reduced at 2011 value of $275 . RWS may reduce the unit cost by up to $600/AF . assumes deduction for incentives on 20 year NPV basis. 14
  • 15. Existing/Proposed Water Supplies for the San Diego Region Energy as a Percentage of Unit Cost 40% 35% Energy cost as a percent of Total Unit 30% 25% Cost 20% 15% 10% 5% 0% Otay River Brackish Indirect Potable Reuse State Water Project Carlsbad Groundwater Desalination Desalination Project 15
  • 16. Water Supply Shortfall Scenarios in 2025 (Dry Year) 30% Percent Supply Cutback Level 25% 20% 15% 30% 10% 22% 20% 5% 12% 10% 0% 2% w/o w/ w/o w/ w/o w/ CDP CDP CDP CDP CDP CDP 16
  • 17. Not Important, Unsure, 3% 15% Important 82% 58% respondents indicated willingness to pay an additional $5 or more per month for seawater desalination 17
  • 18. Significant uncertainties over current supplies affect regional reliability  Seawater Desalination is important part of strategy to address uncertainties  Important to continue multi-faceted approach  Conservation 2020 Diverse Supply Portfolio  New supplies Local Surface Seawater Water Desalination 6% Recycled Water 6% 9% Groundwater  Supply diversification 2%  Infrastructure Conservation 13% MWD improvements 30% Canal Lining Transfer 10% IID Transfer 24% 18
  • 20. TOVWTP Improvements Pipeline 3 Relining (27,100 feet) Desalination Plant Desal Conveyance Pipeline 10-miles of new 54-inch pipe Aqueduct Connection Facilities 20
  • 21. Water Authority  Project Company: Poseidon  Plant EPC Contractor: Kiewit-Shea Joint Venture  Process Engineering and Equipment: IDE  Operating Services Provider: IDE 21
  • 22. Poseidon Resources LLC  Poseidon is the developer and manager of the Project  Founded in 1995 with a sole focus on development, management and investing in water infrastructure  Portfolio and pipeline include domestic and international projects, with specific focus on seawater desalination  Currently developing other desalination projects in California and Florida using similar development, construction, operation and ownership approach  Senior management team has developed, financed, and constructed over $10 billion in infrastructure projects Stonepeak Infrastructure Partners LLC  Stonepeak will be principal new equity investor in the project  Invests in traditional infrastructure assets with a focus on North America  TIAA-CREF is a founding investor in the fund  The firm was previously the infrastructure division of Blackstone  The Firm’s founding partners have invested over $2 billion of equity into North American infrastructure. 22
  • 23. Private Project Participants Kiewit is one of the largest EPC companies in the U.S. with over 125 years of experience Select Kiewit Experience  Kiewit ranks as the country’s top contractor in the delivery of water Bakersfield Wastewater supply projects, according to Treatment Plant, California Doubling the plant’s capacity Engineering News-Record magazine and providing secondary and tertiary treatment processes  Over the last ten years, Kiewit has provided procurement, construction and start-up South Bay Water Reclamation services for more than 280 public and Plant, California private water supply projects totaling more Constructed equalization tanks, sedimentation basins, than $6.3 billion in contract revenue aeration basins, secondary  Includes over $240 million of construction clarifiers, and an effluent pump station work for the SDCWA in the past decade P1-102 Activated Sludge  Projects include water and wastewater Treatment Facility California treatment facilities, dam/viaduct Upgrading the existing facility and adding a secondary construction, pipeline/aqueduct development treatment facility with a 60 and pump station implementation MGD capacity 23
  • 24. Private Project Participants J.F. Shea is a California-based construction company with over 100 years of experience constructing water and wastewater projects  Shea has completed in excess of 441,000 Select J.F. Shea Experience linear feet of pipeline construction for water Advanced Water Treatment system throughout the southern California Plant, Fountain Valley, California area  These pipelines range in size from 36 to 192 inches in diameter San Diego Pipeline No. 6, – The Poseidon pipeline will be 54 Winchester, California inches in diameter  Includes over 70,000 linear feet in various projects for the SDCWA Walnut Hill Water Treatment Plant, Boston,  J.F. Shea has also recently completed the Massachusetts world’s largest reverse osmosis wastewater (75 MGD) to drinking water treatment plant 24
  • 25. IDE is an internationally recognized leader in the turnkey delivery and operation of large scale seawater desalination projects  IDE has developed nearly 400 plants in Select IDE Projects more than 40 countries worldwide over its Hadera Desalination Plant, 45 years of operation Israel The world’s largest (92 MGD) reverse osmosis desalination  The installed capacity of IDE plants is over plant completed in 2010 530 MGD Ashkelon Desalination Plant,  Includes 3 reverse osmosis projects of Israel similar or larger size than the Carlsbad The world’s then-largest (87 project MGD) seawater reverse osmosis desalination plant completed in 2006  Currently designing and constructing the Reliance Industries Soreq Desalination Project which will be a Desalination Plant, India 109 MGD seawater reverse osmosis plant India’s largest seawater desalination plant, and one of the world’s largest multi effect  Named the “Desalination Company of the distillation (MED) plants completed in 1998; last Year” for 2010 Global Water Intelligence expanded in2008 25
  • 26. 26
  • 28. 28
  • 29. 29
  • 30. Seawater Desalination Process Desalination Technology 15 30
  • 31. 31
  • 33. Desal Conveyance Pipeline 10-miles of new 54-inch pipe 33 33
  • 34. Desalination Conveyance Pipeline  10-miles of 54-inch welded steel pipeline  Poseidon / Kiewit-Shea will be responsible for design and construction  SDCWA will own, operate and maintain  Built entirely within existing city streets • Carlsbad • Vista • San Marcos  Traffic control measures to minimize public impacts  Approximately 2-year construction duration  Two construction headings working simultaneously 34
  • 36. 36
  • 38. TOVWTP Improvements  New facilities and modifications to existing facilities • New connection to P3 • New pipeline from P3 to existing treated water storage tanks at TOVWTP • Modification to existing treated water flow control facility • New water conditioning chemical feed systems 38
  • 40. Aqueduct Connection Facilities  Connect new desalination conveyance pipeline to SDCWA’s regional distribution system  Poseidon to design and construct  SDCWA to operate and maintain 40
  • 41. Approximately 36 months to construct Plant and Pipeline  Plant must pass a 30 day performance test to begin commercial operations  Approximately 30 months to complete Water Authority improvements 41
  • 43. Pursuing an Appropriate Risk/Reward Tradeoff Why a Water Purchase Agreement? 43
  • 44. 30 years from the date of commercial operation  Subject to early buy-out provisions  Can be extended for up to 3 years due to force majeure events 44
  • 45. Permit, Design and Build the Desal Plant (WPA)  Permit, Design and Build the Product Water Pipeline (Design-Build Agreement)  Operate and Maintain the Desal Plant  Supply Product Water 45
  • 46. • “Take or Pay” for Product Water if it meets specifications (minimum of 48,000 AF/Year) • Timely Construction of TOVWTP Improvements and Pipeline 3 Rehabilitation • Physically be able to receive Product Water • Operate and Maintain the Conveyance Pipeline, the TOVWTP Improvements and Pipeline 3 46
  • 47. • Equity Investment: $164 Million • Project Financing: Non-Performance Risk Incentivizes Bondholders to Cure Breaches • Letter of Credit to Secure Performance • Letter of Credit to Assure Financing 47
  • 48. • Product Water Quality Guarantee • Compliance with all federal and state drinking water regulations • Additional standards for certain water quality parameters • Minimum Product Water Delivery Guarantee • Annual supply to meet Water Authority demands (between 48,000 and 56,000 acre-feet) • Water Ordering Rights • Water Authority rights to adjust delivery orders to reflect seasonal and daily demand changes 48
  • 49. • Purchase options at Water Authority sole discretion • Convenience Termination • Early buy-out provision • End of Term • $1 end of 30-year term • Event of Default 49
  • 50. Construction and Operating Cost Overruns  Timely Project Completion  Regulatory and Law Compliance  Regulated or Differing Site Conditions  Capital Maintenance, Repair and Replacement  Labor Supply and Relations 50
  • 51. 1. The Electricity Charge is driven by: • Terms of Poseidon’s 3. The Capital Charge O&M Agreement with is driven by: IDE • Poseidon’s Capital Budget • SDG&E Rates Electricity • Bond Issuance • Water Authority’s • Negotiated Equity option to select Charge Return/Developer supplier Fee The Electricity Charge will Capital • Development period vary with electricity prices Charge costs 2. The Operating Charge Operating The Capital Charge is is driven by: fixed at a pre- Charge established escalation • Terms of Poseidon’s rate O&M Agreement with IDE • Other operating expenses The Operating Charge is indexed to CPI 51
  • 52. Plant and Pipeline Capital Cost: $691 Million  Financing Costs: $213 Million  Method of Finance for Plant and Pipeline:  82% funded through Bonds issued by the California Pollution Control Financing Authority  18% Cash Equity from Stonepeak Infrastructure Bond Financing Equity Contribution $740 Million $164 Million 52
  • 53. Operating and Maintenance Costs:  Total O&M Costs: $48.8- $53.1 million annually  Costs reflect a range of 48,000 AFY-56,000 AFY  Unit Cost (Plant + Pipeline): 48,ooo acre feet per year 56,000 acre feet per year $2,097/AF $1,876/AF 53
  • 54. 60,000  Base Product Water 58,000 Deliveries 56,000 56,000 54,348 55,261 54,068  First 48,000 Acre feet 54,000 53,633 51,373  Paid at Fixed and variable 52,000 50,329 price 50,000 49,328 49,583 50,325 56,000 55,261 48,000 Additional Product 54,348 54,068 53,633  51,373 46,000 Water Deliveries 50,329 50,325 49,583 49,328 44,000  Next 8,000 acre feet 42,000  Paid at variable unit price 40,000 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 Annual Projected Desal Purchases Wet Weather Hydrology 54
  • 55. Water Unit Price without Uncontrollables 55
  • 56. Maximum 30% over contract term No more than 10% in a single year Water Unit Price without Uncontrollables 56
  • 57. Poseidon bears consumption risk Water Authority bears price risk  Electricity consumption allowances  The price of energy is passed are established in the WPA through in the Water Unit Price (kWh/kgal)  Raw seawater temperature  The “price of energy” is expected to be SDG&E’s ALTOU+EECC tariff  Raw seawater TDS  Plant operating mode  The Water Authority has the right to:  Poseidon bears “over-under” risk  Direct energy supply to a third- versus consumption allowance party power provider  Poseidon is incentivized to operate  Supply energy itself efficiently  Consumption allowance will be trued-up after three years operations 57
  • 58. Factors driving higher Factors driving lower growth rate growth rate • Renewable Portfolio • Natural Gas Prices Standard (RPS) • Demand-Side Response • AB 32 • Rate-Setting Process 58
  • 59. Rate forecasts for SDG&E’s industrial rate from 2010 to 2022  These forecasts incorporate variations in the key drivers discussed on previous slides  Forecasted escalation varies from 0.5% - 1.7% annually 59
  • 60. Electricity charge escalation is expected to be comparable with Operating Charge escalation and the fixed escalation of the Capital Charge  Electricity costs are expected to remain approximately 25% of the Water Unit price over the term of the WPA 60
  • 61. Pipeline 3 and Twin Oaks Valley WTP improvements; Twin Oaks additional operating costs; construction oversight:  Total Cost = $80 million 48,ooo acre feet per year 56,000 acre feet per year $96 + $83 = $179/AF $82 + $71 = $153/AF  Administrative Costs during operation: 48,ooo acre feet per year 56,000 acre feet per year $14/AF $12/AF 61
  • 62. Total Capital Cost:  Plant and Pipeline Cost: $691 Million  Financing Costs: $213 Million  Water Authority improvements $80 Million and construction oversight ___________ $984 million Total Unit Cost 1: 48,ooo acre feet per year 56,000 acre feet per year $2,290/AF $2,041/AF 1Includes debt service, operations, WA construction oversight and administrative costs 62
  • 63. Public Meeting  Evening Water Planning Committee meeting in Carlsbad  October 10, 2012 - 6:30 pm, City of Carlsbad Faraday Operations Center  October Special Board Meeting – Oct. 11, 2012  Australian Desalination experience  Detailed discussion on Draft WPA costs and terms  Continue discussions on financial components  Continue discussion on rate structure 63
  • 64. October Regular Board Meeting – Oct. 25, 2012  Review actions related to Pipeline 3 rehabilitation, Twin Oaks and other distribution system activities  Continue discussions on financial components and rate structure 64