RESOLUTION NO. 2023 -I27
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AUTHORIZING THE EXECUTIVE DIRECTOR TO
EXECUTE A MASTER GOODS AND SF,RVICES
AGREEMENT BETWEEN SOUTHERN CALIFORNIA
PUBLIC POWER AUTHORITY AND ASCEND ANALYTICS
LLC, AND PROVIDING F'OR ADDITIONAL
CONTRIBUTIONS TO THE AUTHORITYNS REVOLVING
GENERAL FUND, AND AUTHORIZING CERTAIN
RELATED ACTION
WHEREAS, the Southern California Public Power Authority ("SCPPA" or "the Authority") owns interests in various generation and transmission projects, the output or services of which has been sold to Members of the Authority (Members); and WHEREAS, SCPPA member utilities ("Members") are engaged in the generation, transmission, and distribution of electrical energy to retail customers, including assisting such customers with the efficient use of said energy; and
WHEREAS, certain SCPPA Members have a need from time to time for modeling software and modeling expertise for integrated resource planning, system analysis, clean energy procurement, and reporting as well as other customized goods and services ("Services"); and WHEREAS, Ascend Analytics LLC ("Consultant") can provide such Services to SCPPA's Members utilizing its proprietary PowerSIMM@ software solution; and the Authority is willing and able to enter into a Master Goods and Services Agreement (the "Agreement") with Consultant to provide the Services; and
WHEREAS, in accordance with the Authority's Procurement Code, the Authority's Purchasing Manager has determined that the proposed Agreement with Consultant is a Sole Source contract; and
WHEREAS, the Board of Directors ofthe Authority, in its ResolutionNo. 1990-15, established a revolving general fund (the General Fund) for the payment of costs and expenses incurred by the Authority from time to time in carrying out its purposes; and WHEREAS, the Board of Directors of the Authority, in its ResolutionNo. 1992-1, provided for the continuation of the General Fund and established a procedure to be followed with respect to additional contributions to the General Fund; and WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1995-2, provided for a separate bank account (the Joint Planning Account) to hold and disburse the additional contributions to the General Fund with respect to joint planning matters; and
EXHIBIT A
WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1995- 13, changed the name of the Joint Planning Account to the Restructuring Account and charges to the Restructuring Account are referred to as "Resolution Billing"; 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.
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Authority as follows:
1. The Executive Director is authorized and directed to execute a Master Goods and Services Agreement with Ascend Analytics LLC for the Services.
2. The Board of Directors hereby provides for additional contributions to the General Fund as provided in this Resolution. Notwithstanding anything to the contrary in Resolution No. 1992-1, such additional contributions :
(a) Shall be solely for the pu{pose of paying for costs and expenses incurred by the Authority with respect to the Services provided by Consultant, and pending application for such purpose, the contribution shall not be expended to pay costs or expenses for any other purpose; and
(b) shall be billed to the Members that have received Services from Consultant with respect to such invoice, with the amount of each such Member's bill to be based upon the Services performed by Consultant for the benefit of such Member; and (c) shall be billed and collected from each Member under the Alternative Billing Method authorized by Resolution 2015-025, with such amount designated as a charge under this Resolution.
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 within the existing Restructuring Account. The Executive Director of the Authority is hereby directed to utilize the Restructuring Account for the purpose of holding contributions and related income, and making disbursements, for the purposes of 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 so held in the General Fund and the Restructuring Account pursuant to this Resolution will not be contributed or held for any other purpose. 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.
J
4 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 19th day of October 2023.
Southern California Public
Power Authority
ATTEST:
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ASSISTANT TARY
S outhern California Public
Power Authority