Resolution No. 013 071

Los Angeles, California, October 4,2012

MINUTES OF SPECIAL MEETING OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES HELD IN ROOM 1555-H OCTOBER 4, 2012 2:09 P.M.

Meeting called to order by President Thomas S. Sayles and roll called:

Present - Commissioners: President Sayles Richard Moss Christina E. Noonan Jonathan Parfrey

Absent- Eric Holoman

A quorum present.

IN ATTENDANCE were the following:

Ronald O. Nichols, General Manager Aram H. Benyamin, Senior Assistant General Manager - Power System, Power System Shanise Black, Deputy City Attorney II, City Attorney's Office Richard M. Brown, General Counsel, Water and Power, City Attorney's Office Randolph R. Krager, Electrical Engineer, Power System Philip Leiber, ChiefFinancial Officer, Financial Services Organization James B. McDaniel, Senior Assistant General Manager - Water System, Water System Shannon C. Pascual, Director ofHuman Resources, General Manager's Office Susana Reyes, Manager of Workers' Compensation and Employee Health and Benefits Mark J. Sedlacek, Director ofEnvironmental Affairs, Intergovernmental Affairs Michael S. Webster, Power Engineering Manager, Power System Gary E. Wong, Assistant General Manager - Systems Support Division

ITEM NO.1 - Opening remarks were made by the Commission President on agenda and other items relating to Department operations.

ITEM NO. 11- Resolution recommending Board Recognition ofthe Workers' Compensation Group, Human Resources Division for its outstanding efforts before and during the State audit. Submitted by Director ofHuman Resources.

RESOLUTION NO. 013 071

WHEREAS, Senate Bill 899, enacted into law in 2004, brought material changes to the audit program ofthe State ofCalifornia's Division ofWorkers' Compensation (DWC). The perfonnance ofthe Los Angeles Department of Water and Power (LADWP) Workers Compensation (WC) as a self-insured administered program is rated every five years for action in specific areas of benefit provision. The State ofCalifornia PAR passing score for 2012 is at or below 1.74515. Audit subjects with a PAR perfonnance rating of 1.75629 or lower will be required to pay any unpaid compensation, but no penalties will be assessed; and SPECIAL MEETING OF COMMISSIONERS (Continued) OCTOBER 4,2012,2:09 P.M. Page 2

WHEREAS, the LADWP received a Notice ofAudit Commencement by the State DWC on May 21,2012, under Audit Number LAO-16-12-RX-6; and the official audit commenced June 11,2012; and WHEREAS, the audit process has three stages: the profile audit review (PAR), full compliance audit (stage 1), and full compliance audit ofall issues (stage 2) and LADWP reviewed all alleged violations and assessments and successfully rebutted a vast majority of assessments during the PAR, thus avoiding the subsequent full compliance audit stages; and

WHEREAS, the PAR rating is a composite score reflecting claims performance. Offoremost importance is the payment ofall indemnity owed to the injured worker for an industrial injury. The timeliness ofall initial and subsequent indemnity payments; the timeliness for provision of notice for a qualified or agreed medical evaluation and the notice ofsalary continuation are also measurable factors for performance. Ifthe audit PAR performance rating meets or exceeds the PAR performance standard, the audit is terminated and no penalties are assessed for claims violations; and

WHEREAS, the LADWP WC staff, with the assistance ofthe City Attorney, City Controller, Payroll and Timekeeping Section ofFinancial Services Office, and the Office ofDisability, Retirement Office, took the opportunity to clarifY any and all issues, provide supporting documentation, and refute assessments that assisted in the Department passing the PAR stage ofthe audit; and

WHEREAS, on August 14,2012, the LADWP passed the PAR based on a score of 1.73608 and achieved an outstanding Utilization Review (DR) Performance Rating of98.6 percent conducted July 25- 26, 2012; and

WHEREAS, by exceeding the State Audit Performance Standard at the PAR level and achieving a passing DR score, the LADWP was able to: a) Remove $31,995 in penalty assessments; b) Save $184,800 in administrative costs based on 1,848 claims closed during a case closure project conducted from May 201 0 to December 201 O. c) Avoid $301,300 in full compliance penalties and assessments due to audit preparation project. d) Avoid $156,600 in potential UR penalty assessments. e) Save a minimum of $400,000 in potential general business practice fines pursuant to Labor Code 5814.6, Title8, CA Code ofRegulations, Sections 10112.1 through 10112.3, which became effective May 26, 2007.

BE IT THEREFORE RESOLVED that the WC Group ofthe Human Resources Division be recognized for its outstanding efforts before and during the State audit; and that WC staffbe individually recognized for efforts towards this achievement; and that the City Attorney, City Controller, Payroll and Timekeeping Groups, and the Office ofDisability, Retirement be recognized as well.

Approval moved by Commissioner Parfrey.

Seconded by Commissioner Moss and carried by the following vote:

Ayes, Commissioners Moss, Noonan, Parfrey, President Sayles;

Noes, None. SPECIAL MEETING OF COMMISSIONERS (Continued) OCTOBER 4,2012,2:09 P.M. Page 3

ITEM NO.2 - A reportlbriefing was given by the General Manager.

ITEM NO.4 - The Secretary presented the opportunity for the public to address the Board on items ofinterest to the public that are within the subject matter jurisdiction ofthe Board.

ITEM NO.3 - Comments and/or requests from Commissioners were made during the Board meetiIlg relating to Department operations.

Commissioner Moss Provide a report on the recent Construction Management audit that was conducted by the Controller's Office.

Commissioner Noonan - Amend resolution for payment ofPremiums for the Corporate Property Insurance (Board Item No. 16). Ensure the Department does not receive a loss when the Department is not found at fault.

Written recommendations, approved by the General Manager, transmitting the following resolutions, approved as to form and legality by the City Attorney:

ITEM NO.5 - Approval ofthe minutes ofthe June 19,2012, regular meeting ofthe Board of Water and Power Commissioners.

Approval moved by Commissioner Moss.

Seconded by Commissioner Noonan and carried by the following vote:

Ayes, Commissioners Moss, Noonan, Parfrey, President Sayles;

Noes, None.

ITEM NO.9 - A written recommendation was received from the Senior Assistant General Manager Power System, approved by the General Manager, recommending the adoption ofa resolution, approved as to form and legality by the City Attorney, authorizing execution of Amendment No.3 to Agreement No.10323 for Ratification ofGlendale Los Angeles Department ofWater and Power Air Way Interconnection.

Commissioner Moss moved to defer this item.

Seconded by Commissioner Parfrey and carried by the following vote:

Ayes, Commissioners Moss, Noonan, Parfrey, President Sayles;

Noes, None.

Commissioner Parfrey moved adoption ofthe following four resolutions, approved as to form and legality by the City Attorney: SPECIAL MEETING OF COMMISSIONERS (Continued) OCTOBER 4,2012,2:09 P.M. Page 4

ITEM NO.6 - Authorizes award ofContract No. 391 (Amendment No.1) for Furnishing and Delivering Net Time ofUse Demand Watthour Meters. The amendment will increase the contract amount by $750,000 and extend the term one year. Submitted by Senior Assistant General Manager - Power System and Assistant General Manager - Systems Support Division.

RESOLUTION NO. 19493

WHEREAS, Itron, Inc. was awarded Contract No. 391 for furnishing and delivering net time ofuse demand watthour meters; and

WHEREAS, on October 4,2011, the contract was awarded for a term ofone year, for an amount not to exceed $2,940,300.00; and

WHEREAS, the Los Angeles Department ofWater and Power's (LADWP) Power System recommends Amendment No.1 to Contract No. 391 to extend the contract term by 12 months from October 13, 2012 to October 13,2013 and increase the contract limit amount by $750,000.00 from $2,940,300.00 to $3,690,300.00.

NOW, TIIEREFORE, BE IT RESOLVED that Amendment No. 1 to Contract No. 391 is approved as to form and legality by the City Attorney and on file with the Secretary ofthe Board.

BE IT FURTHER RESOLVED that the President or Vice President ofthe Board, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary ofthe Board are hereby authorized and directed to execute said Amendment for and on behalfofLADWP.

BE IT FURTHER RESOLVED that the ChiefAccounting Employee is hereby authorized and directed to draw demands upon the Power Revenue Fund in accordance with the terms ofthis amendment awarded pursuant to Contract No. 391 and this Resolution.

ITEM NO.7 - Authorizes award ofContract No. 456 for Furnishing and Delivering Flame Resistant Clothing. Award to Riverside Manufacturing Company, for an amount not to exceed $3,593,979.20 and term ending March 5, 2013 with two one-year renewal options. Submitted by Senior Assistant General Manager - Power System and Assistant General Manager Systems Support Division.

RESOLUTION NO. 19494

WHEREAS, the Los Angeles Department ofWater and Power (LADWP) desires to contract for Flame Resistant (FR) Clothing; and

WHEREAS, Riverside Manufacturing Company (Riverside) was awarded Contract No. 4600006330 with the City ofTacoma, Tacoma Public Utilities, dba Tacoma Power for FR Clothing; and

WHEREAS, Section 371 (e)(8) ofthe City Charter allows for the utilization ofother governmental contracts through Cooperative Purchasing Agreements; and

WHEREAS, LADWP seeks to award a cooperative purchase on Tacoma Power Contract No. 4600006330 with Riverside, through Specification No. 456, in an amount not to exceed $3,593,979.20, commencing upon execution by all parties for an initial period ending March 5,2013, with 2 one-year renewal options.

NOW, THEREFORE, BE IT RESOLVED that Specification No. 456, approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board, between LADWP and Riverside, be and the same is hereby approved. SPECIAL MEETING OF COMMISSIONERS (Continued) OCTOBER 4,2012,2:09 P.M. Page 5

BE IT FURTHER RESOLVED that the ChiefAccounting Employee ofLADWP, upon proper certification, is authorized and directed to draw demands on the Power Revenue Fund in accordance with the terms ofthis cooperative contract with Riverside,

BE IT FURTHER RESOLVED that the President or Vice President, or the General Manager, or such person as he shall designate in writing, and the Secretary, Assistant Secretary, or Acting Secretary ofthe Board be and they are hereby authorized and directed to execute said Agreement for and on behalfofthe LADWP.

ITEM NO.8 - Authorizes award of Specification No. N-7394 to purchase OilfWater Separator System for Castaic Power Plant. Award to: World Water Works for a total amount not to exceed $941,000 for a one-time spot purchase. Submitted by Senior Assistant General Manager Power System and Assistant General Manager - Systems Support Division.

RESOLUTION NO. 19495

WHEREAS, through a competitive bid process, the Los Angeles Department ofWater and Power (LADWP) sought to furnish and deliver an oil/water separator system for Castaic Power Plant under Specification No. N-7394; and

WHEREAS, LADWP received two bids, both of which were determined to be non responsive; and

WHEREAS, World Water Works, Inc. (World Water Works) was the second lowest bidder, but took exceptions to LADWP's terms and conditions; and

WHEREAS, LADWP negotiated the terms and conditions with World Water Works, and World Water Works agreed to comply with all LADWP's terms and conditions under Specification No. N-7394; and

WHEREAS, LADWP's Power System recommends a negotiated contract be awarded to World Water Works under Specification No. N-7394.

NOW, THEREFORE, BE IT RESOLVED that World Water Works is awarded a negotiated contract, for a total amount not to exceed $941,000.00 for a one-time spot purchase, under Specification No. N-7394, approved as to form and legality by the City Attorney and on file with the Secretary ofthe Board.

BE IT FURTHER RESOLVED that the ChiefAccounting Employee of LADWP is hereby authorized and directed to draw demands on the Power Revenue Fund in accordance with the terms ofthis contract awarded pursuant to Specification No. N-7394 and this Resolution.

BE IT FURTHER RESOLVED that the President or Vice President, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary ofthe Board are hereby authorized, empowered, and directed to execute said contract for and on behalf of LADWP.

ITEM NO. 10 - Approves Non-Profit Grant Community Partnership Program implemented by the Los Angeles Department of Water and Power to encourage increased customer energy efficiency and water conservation. Submitted by Director ofEnvironmental Affairs. SPECIAL MEETING OF COMMISSIONERS (Continued) OCTOBER 4, 2012, 2:09 P.M. Page 6

RESOLUTION NO. 013 072

WHEREAS, the Los Angeles Department ofWater and Power (LADWP) has an obligation to provide energy-and-water-savings programs and promote energy-and-water-savings to customers in the City ofLos Angeles (City); and

WHEREAS, the Board ofWater and Power Commissioners (Board) adopted Resolution No. 012247 on May 24,2012, which adopted an aggressive target of 15 percent energy efficiency savings by 2020; and

WHEREAS, LADWP recently completed a highly successful ARRA-funded round of community outreach, education and research grants for non-profit organizations serving all fifteen City Council Districts; and

WHEREAS, this initial round cost-effectively engaged over 75,000 residential and business customers in energy-efficiency and water-conservation efforts while simultaneously creating jobs in the community; and

WHEREAS, these diverse projects prompted energy-and-water-savings behavior change, increased uptake on existing LADWP incentive programs, and resulted in the community based organizations now incorporating energy efficiency and water conservation into their ongoing efforts; and

WHEREAS, the Energy Efficiency budget identifies funding in the Program Outreach and Community Partnerships line item to further these accomplishments, create measurable energy and water savings, and related community benefits throughout the City; and

WHEREAS, the LADWP utilized a Trust Fund to process payments for the prior ARRA funded round ofgrants and proposes to establish a similar Trust Fund to serve potential future grants under a continuing program; and

WHEREAS, individual award amounts will be determined by a competitive selection process, and each non-profit grant award under the Program will fall within the General Manager's authority ofless than $150,000 and one year or less in duration.

NOW, THEREFORE, BE IT RESOLVED to further the success of the ARRA-funded program, that the Board approves an LADWP-funded Outreach and Community Partnerships Grant Program.

BE IT FURTHER RESOLVED that under this Program, LADWP make competitive grant awards, using cost-effectiveness as a primary criterion, to non-profit organizations for energy efficiency and water conservation outreach, engagement and related efforts.

BE IT FURTHER RESOLVED that the Board approves the creation ofthe Outreach and Community Partnerships Trust Fund to support efforts under the Program Outreach and Community Partnerships line item in the Energy Efficiency budget.

BE IT FURTHER RESOLVED that the Board grants authority to the General Manager, or his designee, to make modifications, amendments, or changes as necessary to the Program so long as it does not exceed the approved Program Outreach and Community Partnerships line item in the Energy Efficiency budget.

BE IT FURTHER RESOLVED that the Chief Accounting Employee ofthe LADWP, upon proper certification, is authorized and directed to draw demands on the Power Revenue Fund in payments from the Outreach and Community Partnerships Trust Fund. SPECIAL MEETING OF COMMISSIONERS (Continued) OCTOBER 4,2012,2:09 P.M. Page 7

Seconded by Commissioner Noonan and carried by the following vote:

Ayes, Commissioners Moss, Noonan, Parfrey, President Sayles;

Noes, None.

President Sayles left the Board Room at 2:39 p.m.

Commissioner Moss moved adoption ofthe following two resolutions, approved as to form and legality by the City Attorney:

ITEM NO. 12 - Authorizes execution ofPower Purchase Agreement No. BP 12-017 with K Road Moapa Solar, LLC for Solar Capacity and the Purchase ofthe Moapa Solar Project. Submitted by Senior Assistant General Manager - Power System.

RESOLUTION NO. 013 073

WHEREAS, the Los Angeles Department ofWater and Power's (LADWP) Renewable Portfolio Standard Policy and Enforcement Program (RPS Policy) represents the continued commitment by LADWP to renewable energy resources in accordance with Section 399.30(e) ofthe Public Utilities Code, requiring the governing boards ofpublicly owned electric utilities to adopt a program for enforcement on or before January 1,2012; and

WHEREAS, the RPS Policy established compliance targets for LADWP to supply 25 percent ofits retail energy sales from eligible renewable energy resources by 2016 and 33 percent by 2020 in accordance with the California Renewable Energy Resources Act, also referred to as SB 2 (IX); and

WHEREAS, the strategies in LADWP's Integrated Resource Plan (IRP) include regulatory requirements, policy objectives, and increases in eligible renewable energy resources, while maintaining service reliability, using existing assets near eligible renewable energy resources, and minimizing the fInancial impact on ratepayers; and

WHEREAS, the Board ofWater and Power Commissioners (Board) approved the Southern California Public Power Authority (SCPPA) Development Agreement No. 96125-76 under Resolution No. 006-157, which authorized LADWP to participate with other members of SCPPA for the purpose ofinvestigating and performing due diligence on potential new eligible renewable energy resource options; and

WHEREAS, SCPPA, pursuant to the needs of its members, under Agreement No. 96125-76, issued a Request for Proposal (RFP), a competitive process, for the purchase and/or acquisition ofeligible renewable energy resources; and

WHEREAS, SCPPA received 220 responses to its RFP, one ofwhich was from K Road Solar Power LLC which proposed a power purchase agreement and purchase option through a special purpose entity, K Road Moapa Solar LLC (Seller), for the sale ofover 225 megawatts (MW) ofrenewable energy from solar power generating facilities to be developed and constructed on tribal land 30 miles north ofLas Vegas, Nevada ("Solar. Facilities" or "K Road Moapa Solar Generation Facility"), which connects directly into LADWP's balancing authority; and SPECIAL MEETING OF COMMISSIONERS (Continued) OCTOBER 4, 2012, 2:09 P.M. Page 8

WHEREAS, the K Road Moapa Solar Power Purchase Agreement No. BP 12-017 (Moapa PPA) sets forth mutual covenants and agreements between LADWP and Seller for LADWP's acquisition ofall the metered output, associated environmental attributes, and generating capacity rights associated with the Solar Facilities with a guaranteed generation ofat least 225 MW for a 25-year term; and.

WHEREAS, Seller provides LADWP an early purchase option to purchase the Solar Facilities th th th after the 10 , 15 , 20 , or 24th year, as set forth in the Moapa PPA and in Appendix J attached thereto (collectively "Purchase Option"); and

WHEREAS, prior to Guaranteed Facility Commercial Operation Date ofDecember 31, 2015, LADWP will be purchasing from Seller, for an amount not to exceed Eighteen Million Dollars ($18,000,000), approximately five and one-half miles of500 kV transmission line and equipment within a Bureau ofLand Management utility corridor (BLM Utility Corridor) connected to the Crystal Substation, but excluding the generator lead line and equipment over tribal land connecting the K Road Moapa 500 kV substation with the transmission line located in the BLM Utility Corridor, as set forth in the Moapa PPA and in Appendices 0 and P attached thereto (collectively "Transmission Agreement").

NOW, THEREFORE, BE IT RESOLVED that the K Road Moapa Solar Power Purchase Agreement No. BP 12-017, including the Purchase Option and Transmission Agreement, by and between LADWP and Seller, now on file with the Secretary ofthe Board and approved as to form and legality by the City Attorney, be and the same are hereby approved.

BE IT FURTHER RESOLVED that the Board requests that the Los Angeles City Council (City Council) approve, by ordinance, the Moapa PPA, including the Purchase Option and Transmission Agreement (collectively "Solar Transaction").

BE IT FURTHER RESOLVED that the energy and environmental attributes acquired from the Solar Facilities shall be credited towards LADWP's RPS Policy compliance targets.

BE IT FURTHER RESOLVED that the President or the Vice President ofthis Board, or General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary ofthe Board, are hereby authorized and directed to execute the Solar Transaction, for and on behalf ofLADWP, upon approval by the City Council by ordinance pursuant to Section 674 ofthe Charter ofthe City ofLos Angeles.

BE IT FURTHER RESOLVED that the ChiefAccounting Employee ofLADWP, upon proper certification, is authorized and directed to draw demands on the Power Revenue Fund, in payment ofthe obligations arising under said Solar Transaction, including the Transmission Agreement for the purchase ofapproximately five and one-half miles ofa 500 k V transmission line and equipment within the BLM Utility Corridor connected to the Crystal Substation, but excluding the generator lead line and equipment over tribal land connecting the K Road Moapa 500 kV substation with the transmission line located in the BLM Utility Corridor for an amount not to exceed Eighteen Million Dollars ($18,000,000).

BE IT FURTHER RESOLVED that the K Road Moapa Solar Generation Facility will be permitted and constructed outside ofthe state ofCalifornia. Projects located outside California, which are subject to environmental impact review pursuant to the National Environmental Policy Act (NEPA), are statutorily exempt from the California Environmental Quality Act per the California Code ofRegulations Title 14, Chapter 3, Article 18, Section 15277. The United States Department ofthe Interior, the Bureau ofIndian Affairs and the Bureau ofLand Management issued a Record ofDecision pursuant to NEPA for the K Road Moapa Solar Generation Facility on June 21, 2012, SPECIAL MEETING OF COMMISSIONERS (Continued) OCTOBER 4, 2012, 2:09 P.M. Page 9

ITEM NO. 13 - Authorizes execution ofPower Sales Agreement No. BP 12-014 for Copper Mountain Solar 3 Project and Agency Agreement No. BP 12-015 with Southern California Public Power Authority for Solar Capacity from CMS3 in Boulder City, Nevada. Submitted by Senior Assistant General Manager - Power System and Assistant General Manager.

RESOLUTION NO. 013 074

WHEREAS, the strategies in LADWP's Integrated Resource Plan (IRP) include regulatory requirements, policy objectives, and increases in eligible renewable resources, while maintaining service reliability, using existing assets near eligible renewable energy sources, and minimizing the financial impact on ratepayers; and

WHEREAS, SCPPA, pursuant to the needs of its members, under Agreement No. 96125-76, issued.a Request for Proposal (RFP), a competitive process, for the purchase and/or acquisition ofeligible renewable energy resources; and

WHEREAS, SCPPA received 220 responses to its RFP, which included the Copper Mountain Solar 3 Project (CMS3), proposing the sale of250 megawatts (MW) ofrenewable energy from solar power generating facilities to be developed and constructed in Boulder City, Nevada; and

WHEREAS, CMS3, which is owned by Copper Mountain Solar 3, LLC, a wholly-owned subsidiary ofSempra U.S. Gas and Power, was selected to provide renewable energy from solar power generating facilities to SCPPA for the benefit ofLADWP and the City ofBurbank (Participants); and

WHEREAS, SCPPA and Copper Mountain Solar 3, LLC plan to enter into a Power Purchase Agreement for all ofthe energy, environmental attributes, and generating capacity rights from CMS3 for a 20-yearterm with an early buyout option for SCPPA to purchase CMS3; and

WHEREAS, the CMS3 Power Sales Agreement (PSA) No. BP 12-014 sets forth mutual covenants and agreements between LADWP and SCPPA for LADWP's acquisition of21O MW ofthe metered output, associated environmental attributes, and generating capacity rights associated with CMS3; and

WHEREAS, the CMS3 Agency Agreement (AA) No. BP 12-015 provides for the designation ofLADWP as the Project Manager to administer and manage CMS3 on behalfofand for the benefit ofthe Participants, and sets forth mutual covenants and agreements between SCPPA and LADWP in order to enable SCPPA to carry out activities necessary for the planning, development, acquisition, maintenance, improvement, administration, and operation ofCMS3 on behalfofthe Participants. SPECIAL MEETING OF COMMISSIONERS (Continued) OCTOBER 4,2012,2:09 P.M. Page 10

NOW, THEREFORE, BE IT RESOLVED that PSA No. BP 12-014 and AA No. BP 12- 015 by and between LADWP and SCPPA, now on file with the Secretmy ofthe Board and approved as to fonn and legality by the City Attorney, be and the same are hereby approved.

BE IT FURTHER RESOLVED that the Board requests that pursuant to Los Angeles City Charter Section 674, the Los Angeles City Council (City Council) approve, by ordinance, PSA No. BP 12-014 and AA No. BP 12-015.

BE IT FURTHER RESOLVED that the energy and environmental attributes acquired from PSA No. BP 12-014 shall be credited towards LADWP's RPS Policy compliance targets.

BE IT FURTHER RESOLVED that the President or the Vice President ofthe Board, or General Manager, or such person as the General Manager shall designate in writing, and the Secretmy, Assistant Secretmy, or the Acting Secretmy ofthe Board are hereby authorized and directed to execute PSA No. BP 12-014 and AA No. BP 12-015, for and on behalf of LADWP, upon approval by the City Council by ordinance.

BE IT FURTHER RESOLVED that the Board shall review and act on material matters to be voted on by LADWP as a member ofthe coordinating committee established pursuant to PSA No. BP 12-014, which includes any recommendation that SCPPA purchase CMS3 and any approval ofthe costs ofacquisition ofCMS3 that would be borne by LADWP as provided under PSA No. BP 12-014.

Seconded by Commissioner Noonan and carried by the following vote:

Ayes, Commissioners Moss, Noonan, Parfrey.

Noes, None.

President Sayles returned to the Board Room at 3 :09 pm

Commissioner Parfrey recused himself from Item 14 and left the Board Room at 3: 10 pm.

MEETING RECESSED at 3: 11 pm.

MEETING RECONVENED at 3:17 pm.

President Sayles, Commissioners Noonan and Moss present.

ITEM NO. 14 - Authorizes execution ofthe Los Angeles Department ofWater and Power Guiding Principles for the Development and Implementation ofthe Local Water Supply Program. Submitted by Senior Assistant General Manager- Water System.

RESOLUTION NO. 013 075

WHEREAS, the City ofLos Angeles (City) has maintained level water consumption demands despite an increase in population ofover one-million people since 1970; and WHEREAS, the City's population and business growth is expected to continue with increasing uncertainty regarding long-tenn availability and cost ofimported water supplies due to climate SPECIAL MEETING OF COMMISSIONERS (Continued) OCTOBER 4,2012,2:09 P.M. Page 11

change, frequency ofwater shortages, import supply restrictions, environmental reallocations, and other factors; and

WHEREAS, a significant portion ofLos Angeles Department ofWater and Power's (LADWP) Los Angeles Aqueduct water supply is reallocated each year to meet dust mitigation and environmental enhancement commitments in the Owens Valley and Mono Basin; and

WHEREAS, ongoing environmental issues and deteriorating infrastructure in the Bay-Delta represent serious risks to the Metropolitan Water District of Southern California's (MWD) water supply reliability; and

WHEREAS, MWD's water rates have been increasing over time and those increases are expected to continue into the future; and

WHEREAS, in 2009, state legislature passed Senate Bill x7-7 requiring water agencies to reduce per capita water use by 20 percent by 2020 including credits for increasing recycled water use to offset potable water use; and

WHEREAS, on May 3,2011, the Board of Water and Power Commissioners (Board) adopted LADWP's 2010 Urban Water Management Plan (UWMP) which outlines a long-term plan to increase local water supplies by 2035, thereby reducing LADWP's reliance on imported water supplies; and

WHEREAS, the clean-up ofcontamination in the San Fernando Groundwater Basin is critical to LADWP's success in maximizing local water supply strategies as well as restoring LADWP's groundwater rights pumping capacity; and

WHEREAS, LADWP seeks to establish a set ofGuiding Principles that will accelerate the planning and implementation ofa diverse Local Water Supply Program which includes recycled water, stormwater capture, clean up ofSan Fernando Basin (SFB) contamination, and continuing its industry leading conservation program to ensure supply reliability and cost efficiency; and

WHEREAS, the adoption ofany increased or accelerated Local Water Supply Program goals requires more detailed comparative information on technical feasibility and relative cost ofthe elements ofthe Local Water Supply Program upon which the Board can adopt any modified goals.

NOW, THEREFORE, BElT RESOLVED that the Board adopts the following Guiding Principles for the accelerated development and implementation ofthe Local Water Supply Program:

• LADWP will analyze the feasibility, cost, and rate implications ofaccelerating water conservation, water recycling, groundwater cleanup, and stormwater capture goals to levels and dates ofachievement that improve upon the goals currently established in the UWMP. Such increases and acceleration must consider technical feasibility and relative cost of implementation compared to the alternative ofpurchase ofwater from MWD.

• LADWP will continue to work towards completing its Groundwater System Improvement Study ofthe SFB so that it can develop an effective groundwater basin clean-up plan in order to restore LADWP's pumping capacity and allow for increased basin pumping from recharge with stormwater and recycled water.

• LADWP will continue to work with the Upper Los Angeles River Area Watermaster to develop a methodology whereby LADWP can receive increased pumping rights SPECIAL MEETING OF COMMISSIONERS (Continued) OCTOBER 4,2012,2:09 P.M. Page 12

associated with stonnwater recharge projects.

• LADWP will continue to implement potential projects and identify potential customers to accelerate, achieve, or exceed its recycled water goal of59,000 acre-feet per year (AFY) by 2035, as it finalizes its Recycled Water Master Planning documents.

• LADWP will develop a Water Conservation Potential Study to quantify realistic conservation potentials for residential, commercial, industrial, and institutional customer classes and to detennine how best to allocate its resources to optimize its hardware conservation program and accelerate, achieve, or exceed its goal of64,000 AFY ofhardware conservation by 2035 cost-effectively.

• LADWP will develop a Stonnwater Capture Master Plan to quantify the maximum stonnwater capture potential within the City and investigate potential strategies to increase stonnwater capture in order to accelerate, achieve, or exceed its goal of 25,000 AFY of stonnwater capture by 2035 cost-effectively.

• LADWP will proactively pursue public education, stakeholder engagement, and outreach opportunities in order to address public concerns, gain public support, and infonn customers about the necessity ofaggressively developing local water supplies in order to maintain LADWP's long-standing reputation ofproviding reliable water services to its customers cost-effectively.

• LADWP is committed to transparency in the administration ofits overall Local Water Supply Program, and will provide an annual review and update to the Board on the projects and commitments made in response to the ensuing plan and estimated rate effects.

BE IT FURTHER RESOLVED that LADWP will work with the City, County, State Legislature, and other entities to develop and adopt a wide range ofcontinually improving minimum mandatory and higher voluntary sets ofcodes and standards that will accelerate the widespread deployment ofwater use efficient measures, and will broaden the use ofrecycled water and stonnwater capture. The effectiveness ofcodes and standards will be enhanced by improved code compliance efforts led by the City, as well as coordinated voluntary water use efficiency activities, recycled water projects, and stonnwater capture projects led by LADWP.

BE IT FURTHER RESOLVED that LADWP will update its Local Water Supply Program goals and elements on a schedule that will enable the goals, the program components and the cost effects for water system revenue requirements and water rates to be reflected in any water rate adjustments that would be adopted beginning Fiscal Year 2014-15 and beyond for consideration by the Boar

Approval moved by Commissioner Noonan.

Seconded by Commissioner Moss and carried by the following vote:

Ayes, Commissioners Moss, Noonan, President Sayles;

Noes, None.

ITEM NO. 15 - Approval ofMemorandum ofUnderstanding with the Los Angeles County Flood Control District for Improving Water Supply Reliability. Submitted by ChiefFinancial Officer. SPECIAL MEETING OF COMMISSIONERS (Continued) OCTOBER 4,2012,2:09 P.M. Page 13

RESOLUTION NO. 013 076

WHEREAS, the California Department of Water Resources (DWR) has $1 billion in funding available from the Safe Drinking Water, Water Quality, and Supply, Flood Control, River and Coastal Protection Bond Act of2006 (proposition 84) for Integrated Regional Water Management (IRWM) plans and projects to provide grants to local public agencies to develop an integrated approach on watershed to better manage surface water, groundwater, wastewater, stormwater, and recycled water to enhance the quality oflife in our communities while being protective ofthe environment; and

WHEREAS, the intent ofthe IRWM concept is to encourage integrated regional strategies for the management ofwater resources and to provide funding through competitive grants for projects that protect communities from drought, improve water reliability, protect and improve water quality, and improve local water security by reducing dependence on imported water; and

WHEREAS, the Los Angeles County Flood Control District (LACFCD) was designated as the IRWM Region representative to apply for grant funds on behalfofall proposed projects for the Region, through the IRWM grant process; and

WHEREAS, the implementation grant proposal for the region included the Tujunga Spreading Grounds Enhancement Project and Central Los Angeles County Regional Water Recycling Program (projects) sponsored by the City ofLos Angeles Department of Water and Power (LADWP); and

WHEREAS, DWR has indicated that the implementation grant will include an award ofup to $5.5 million to LACFCD on behalf ofLADWP Projects; and

WHEREAS, DWR has indicated that it will enter into an agreement (Grant Agreement) with LACFCD, for administration ofthe implementation grant funds with respect to the Projects; and

WHEREAS, LADWP desires that LACFCD execute the anticipated Grant Agreement with DWR and perform the role ofGrantee therein on LADWP's behalf so that the LADWP can receive and benefit from Proposition 84 grant funds for its Project(s); and

WHEREAS, LACFCD and LADWP desire to enter into this Memorandum ofUnderstanding to clarify their respective responsibilities with respect to the anticipated grant From DWR and the Parties' responsibilities pursuant to the Grant Agreement; and

NOW, THEREFORE, BE IT RESOLVED, that the President or Vice President ofthis Board, or the General Manager, or such person as he shall designate in writing as his designee, and the Secretary, Assistant Secretary, or the Acting Secretary ofthis Board are hereby authorized, empowered, and directed to execute said Memorandum ofUnderstanding for and on behalfof LADWP.

Approval moved by Commissioner Moss.

Seconded by Commissioner Noonan and carried by the following vote:

Ayes, Commissioners Moss, Noonan, President Sayles;

Noes, None.

Commissioner Parfrey re-entered the Board Room at 3 :27 pm. SPECIAL MEETING OF COMMISSIONERS (Continued) OCTOBER 4,2012,2:09 P.M. Page 14

ITEM NO. 17 - Authorizes payment ofpremiums for the Excess Workers' Compensation Liability Insurance for policy year 2012-2013, for a total amount not to exceed $2,045,262. Submitted by Chief Financial Officer.

RESOLUTION NO. 013 077

WHEREAS, the Los Angeles Department ofWater and Power (the Department) need to purchase ofExcess Workers' Compensation Liability Insurance in order to protect the interests and assets ofthe Department; and

WHEREAS, the Department is not a duly licensed insurance broker and therefore requires Wells Fargo Insurance Services USA, Inc. (Wells Fargo) to act as the Department's casualty insurance broker; and

WHEREAS, Wells Fargo has conducted a market survey to determine the most cost-effective coverage for renewing these programs for the policy period October 29,2012 to October 29, 2013, and that the total cost ofthe premiums shall not exceed $2,045,262 plus any adjustment upwards, ifapplicable, based on audited actual payrolls.

Type of Covera2e Limits ofLiability Carrier Deductible DWP XS Workers' Comp. $35,000,000 ~GIS $1,000,000 1st Layer DWP XS Workers' Comp. Statutory ~iberty $36,000,000 :2n~J:.,ayer Mutual

NOW, THEREFORE, BE IT RESOLVED that the ChiefAccounting Employee, upon proper certification ofsuch delivery, is authorized to draw and authenticate demands on the Power Revenue Fund and Water Revenue Fund payable to Wells Fargo Insurance Services USA, Inc., for payments ofpremium for the Excess Workers' Compensation Insurance Programs not to exceed $2,045,262 plus any adjustment upwards, ifapplicable, based on audited actual payrolls, for the 2012-2013 policy year.

Approval moved by Commissioner Moss.

Seconded by Commissioner Noonan and carried by the following vote:

Ayes, Commissioners Moss, Noonan, Parfrey, President Sayles;

Noes, None.

ITEM NO. 16 - Authorizes payment ofpremiums for the Corporate Property Insurance Program for policy period 2012-2013 and a total amount not to exceed $10,000,000. Submitted by Chief Financial Officer.

RESOLUTION NO. 013 078 AS AMENDED

WHEREAS, LADWP has determined that a need exists to maintain the Corporate Property Insurance Program (CPIP) and to obtain property insurance for LADWP facilities and the facilities, ofentities for which LADWP has operating agent responsibility, including Intermountain Power Agency, Sylmar Converter Station, Mead Adelanto System, and the McCullough Switching Station; and

WHEREAS, Wells Fargo Insurance Services USA, Inc. (Wells Fargo), LADWP's Property Insurance Broker, has surveyed the insurance market and provided responses to renew LADWP's ongoing CPIP with policy limits of$500 million, with either ofthe below stated terms, for a total premium not to exceed $10,000,000, including taxes and fees. SPECIAL MEETING OF COMMISSIONERS (Continued) OCTOBER 4,2012,2:09 P.M. Page 15

----- Limits Deductible Estimated Premium Option 1 $500 million $10 Million $8,000,000 1 st $10 Million of Option 2 S500 million Aggregate Losses $5 $10,000,000 Million Each & Every Subsequent

oss -

NOW, THEREFORE, BE IT RESOLVED that this Board accepts Wells,Fargo's recommendation and authorizes Wells Fargo to bind this insurance, and authorizes it to deliver binders, certificates, and policies ofsuch insurance to LADWP; and

BE IT FURTHER RESOLVED that the Chief Financial Officer, upon proper certification of such delivery, is authorized to draw and authenticate a demand on the Power and Water Revenue Funds payable to Wells Fargo for payment ofthe CPIP premium, including taxes and fees, for the 2012/13 policy year in a sum not to exceed $10,000,000. Item No. 16

(A Verbal Motion was moved by Commissioner Noonan, seconded by Commissioner Moss, that this item mends the resolution to designate Option No. 1 as the preferred Option for Item No. 16 and authority to continue to refine the estimates. The carrier be asked if it is possible to receive two optional quotes, one quote assuming the Department was at fault and the other quote assuming the Department was not at fault. Also, that the Department needs to take an aggressive stand with the entities involved and take a look at why loss history is trending in the wrong direction.)

Approval moved by Commissioner Noonan.

Seconded by Commissioner Moss and carried by the following vote:

Ayes, Commissioners Moss, Noonan, Parfrey, President Sayles;

Noes, None.

Deputy City Attorney n, Shanise Black made an announcement about a change on Appendix "c" for Item Nos. 18 and 19.

Commissioner Moss moved adoption ofthe following two resolutions, approved as to form and legality by the City Attorney:

ITEM NO. 18 - Authorizes revisions to the terms and conditions ofthe Pole Attachment Agreement, modification ofattachment fees for calendar years 2012, 2013, and 2014 and establishing attachment fees for calendar years 2015, 2016, 2017,2018, and 2019. Submitted by Senior Assistant General Manager Power System.

RESOLUTION NO. 013-079

WHEREAS, the Board of Water and Power Commissioners (Board) approved a template for a Communication Service Providers Pole Attachment Agreement and annual attachment fees for calendar years 2012, 2013 and 2014 on December 6,2011 under Resolution No. 012-124 in preparation for the implementation of Chapter 580, Statutes of2011 (AB 1027) on January 1,2012 which requires local publicly owned electric utilities to provide open access on their utility poles to cable television corporations, video service providers and telephone; and SPECIAL MEETING OF COMMISSIONERS (Continued) OCTOBER 4,2012,2:09 P.M. Page 16

WHEREAS, Power Systems recommends modifications to the terms and conditions ofthe Board-approved template pole attachment agreement due to negotiations between LADWP and the California Cable and Telecommunication Association (CCTA) resolving disputes on pole-mounted antennas and power supplies that will be covered under a future separate agreement and the permitted use ofoverlashing; and

WHEREAS, Power Systems recommends modification ofthe annual fees for calendar years 2012,2013, and 2014 due to a modification in the carrying charge for the usable space; and

WHEREAS, Power Systems also recommends that the Board adopt annual attachment fees for calendar years 2015, 2016, 2017, 2018, and 2019 due to CCTA requesting the new annual attachment rates for this time frame; and

WHEREAS, Public Utilities Code Section 9516(b)(3) requires any action adopting or increasing a fee, or adopting or changing the terms and conditions ofaccess, by the governing body ofa local publicly owned electric utility shall be effective no sooner than sixty (60) days following its final action.

NOW THEREFORE, BE IT RESOLVED, that the Board of Water and Power Commissioners ofthe City ofLos Angeles (Board) hereby approves the revised template for Communications Service Provider Pole Attachment Agreement, attached hereto and filed with the Secretary of the Board, as the standard template to be used by LADWP for entering into pole attachment agreements with communications service providers.

BE IT FURTHER RESOLVED, that the Board hereby requires all Communications Service Providers, as defined by California Public Utilities Code section 951O.5(a) or its successor statue, that are requesting attachment to or use ofLADWP's poles separate from or unconnected to the Southern California Joint Pole Agreement to execute the revised Communications Service Provider Pole Attachment Agreement prior to attaching to or using any pole owned by LADWP.

BE IT FURTHER RESOLVED, that the Board hereby modifies the annual fees for each authorized single attachment at $17.55 per attachment for Calendar Year 2012; $17.90 per attachment for Calendar Year 2013; and $18.26 per attachment for Calendar Year 2014.

BE IT FURTHER RESOLVED, the Board hereby adopts annual fees for each authorized single attachment at $18.62 per attachment for Calendar Year 2015; $19.00 per attachment for Calendar Year 2016; $19.38 per attachment for Calendar Year 2017; $19.76 per attachment for Calendar Year 2018; and $20.16 per attachment for Calendar Year 2019.

ITEM NO. 19 - Authorizes execution ofPole Attachment Agreement with Time Warner Cable Pacific West LLC. (DWP No. PD-2920). Submitted by Senior Assistant General Manager - Power System. RESOLUTION NO. 013 080

WHEREAS, local publicly owned electric utilities are required by state law (Stats. 2011, Chapter 580) to make appropriate space and capacity on and in a utility pole for use by communication service providers; and

WHEREAS, Time Warner Cable has requested to attach to utility poles owned by the Department ofWater and Power ofthe City ofLos Angeles (LADWP) pursuant to state law; and

WHEREAS, the proposed Pole License Agreement between LADWP and Time Warner Cable, DWP Agreement No. PD2920, grants access and license rights to Time Warner Cable in certain utility poles under the ownership or control LADWP; and SPECIAL MEETING OF COMMISSIONERS (Continued) OCTOBER 4, 2012, 2:09 P.M. Page 17

WHEREAS, the term ofthe Pole License Agreement between LADWP and Time Warner Cable is ten years which is consistent with Los Angeles Administrative Code Section 23.142.

NOW, THEREFORE, BE IT RESOLVED that the Pole License Agreement between LADWP and Time Warner Cable, DWP Agreement No. PD2920, approve as to form and legality by the City Attorney and filed with the Secretary ofthe Board, is hereby approved subject to Time Warner Cable meeting all insurance and performance security requirements set forth in Sections 3.6 and 13.0 ofsaid agreement.

Seconded by Commissioner Noonan and carried by the following vote:

Ayes, Commissioners Moss, Noonan, Parfrey, President Sayles;

Noes, None.

ITEM NO. 20 - A written recommendation was received from the Personnel Relations Committee's report for Grievance No. 3-101-09 filed by Robert Elbinger.

Commissioner Moss moved to defer this item to the next Board Meeting.

Seconded by Commissioner Noonan and carried by the following vote:

Ayes, Commissioners Moss, Noonan, Parfrey, President Sayles;

Noes, None. SPECIAL MEETING OF COMMISSIONERS (Continued) OCTOBER 4, 2012, 2:09 P.M. Page 18

The following items were presented by the Secretary and ordered filed.

ITEM NO. 21 - Monthly reports ofactivities for the following units:

• Water System (August 2012) • Power System (August 2012)

ITEM NO. 22 - Reports by Management concerning matters relating to Department operations, as follows:

a. RPS Project Update (August 2012) - Filed

b. Update Report - Smart Grid LA (Aram Benjamin, Senior Assistant General Manager Power System) SPECIAL MEETING OF COMMISSIONERS (Continued) OCTOBER 4,2012,2:09 P.M. Page 19

THE BOARD shall recess to closed session for a conference with legal counsel regarding:

A. Existing litigation in the following matters:

1. Vickie Perkins v. City ofLos Angeles; Los Angeles Department ofWater and Power, Los Angeles Superior Court Case No. BC474570, pursuant to subdivision (a) ofSection 54956.9 ofthe California Government Code.

2. In re Great Basin Unified Air Pollution Control District Owens Lake Dust Control Revised Final 2011 Supplemental Control Requirements Determination, State of California Air Resources Board, pursuant to subdivision (a) of Section 54956.9 ofthe California Government Code.

3. City ofLos Angeles ActingAy And Through The Los Angeles Department of Water and Power v. Mammoth Community Water District, Board ofDirectors ofthe Mammoth Community Water District, And Does 1-20, Inclusive, Mono County Superior Court Case No. CVII0142, pursuant to subdivision (a) of Section 54956.9 ofthe California Government Code.

4. The People ofthe State ofCalifornia and Great Basin Unified Air_Pollution Control District v. City ofLos Angeles, Department ofWater and Power et al, Inyo County Superior Case No. SI CV PT 1254188.

B. Anticipated litigation in the following matters:

1. Discussion regarding significant exposure to litigation (2 cases), pursuant to Subdivision (b)(1) of Section 54956.9 ofthe California Government Code.

2. Discussion regarding initiation oflitigation (2 cases), pursuant to Subdivision (c) ofSection 54956.9 ofthe California Government Code.

MEETING RECESSED at 4:05 p.m.

MEETING RECONVENED at 4:23 p.m. SPECIAL MEETING OF COMMISSIONERS (Continued) OCTOBER 4,2012,2:09 P.M. Page 20

Los Angeles, California, October 4,2012

MINUTES OF CLOSED SESSION OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES HELD IN ROOM 1555 OCTOBER 4, 2012 4:23 P.M.

Meeting called to order by President Thomas S. Sayles and roll called:

Present Commissioners: President Sayles Richard Moss Christina E. Noonan Jonathan Parfrey

Absent- Eric Holoman

A quorum present.

IN ATTENDANCE were the following:

Ronald O. Nichols, General Manager Gregory Adams, Deputy City Attorney IV Martin L. Adams, Director ofWater Operations Aram H. Benyamin, Senior Assistant General Manager Power System Jean-Claude Bertet, Deputy City Attorney Richard M. Brown, General Counsel, Water and Power David Edwards, Deputy City Attorney Michelle Lyman, Deputy City Attorney James B. McDaniel, Senior Assistant General Manager Water System Julie Riley, Deputy City Attorney Mark J. Sedlacek, Director ofEnvironmental Affairs Bryan J. Schweickert, Environmental Supervisor Janna Sidley, Deputy City Attorney William VanWagoner, Managing Water Utility Engineer, Water Resources Michael S. Webster, Power Engineering Manager, Power System

Also, in attendance:

Stuart Somach, Somach Simmons & Dunn

A CLOSED SESSION was held for a conference with legal counsel regarding:

Existing litigation in the following matter:

ITEM NO. 23Al- Vickie Perkins v. City ofLos Angeles; Los Angeles Department ofWater and Power, Los Angeles Superior Court Case No. BC474570, pursuant to subdivision (a) of Section 54956.9 ofthe California Government Code.

Discussion held action taken. Resolution adopted.

Commissioner Moss moved adoption ofthe following resolution, approved as to form and legality by the City Attorney: SPECIAL MEETING OF COMMISSIONERS (Continued) OCTOBER 4,2012,2:09 P.M. Page 21

Authorizes payment of$135,000 to Vickie Perkins and the Law Office ofSanford Jossen, in full compromise and complete settlement ofcase entitled Vickie Perkins vs. City of Los Angeles, City ofLos Angeles Department ofWater and Power, Los Angeles Superior Court Case No. BC474570.

RESOLUTION NO. 013 081

BE IT RESOLVED by the Board ofWater and Power Commissioners ofthe City ofLos Angeles that the ChiefAccounting Employee be, and is hereby authorized and directed, upon proper certification, to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the total sum of$135,000 payable to VICKIE PERKINS AND THE LAW OFFICE OF SANFORD JOSSEN, in full compromise and complete settlement ofVICKIE PERKINS vs. CITY OF LOS ANGELES; CITY OF LOS ANGELES DEPARTMENT OF WATER AND POWER, Los Angeles Superior Court Case No. BC474570, which arose out of an incident that occurred on April 16, 2011, at or near 6748 7th Avenue, Los Angeles, CA. The City Attorney is hereby authorized to deliver said demand to Plaintiffs attorney upon the receipt ofa properly executed Request for Dismissal and Full Release ofAll Claims.

Seconded by Commissioner Par:frey and carried by the following vote:

Ayes, Commissioners Moss, Noonan, Parfrey, President Sayles.

Noes, None.

Existing litigation in the following matter:

ITEM NO. 23A2 - In re Great Basin Unified Air Pollution Control District Owens Lake Dust Control Revised Fina12011 Supplemental Control Requirements Determination, State of California Air Resources Board, pursuant to subdivision (a) ofSection 54956.9 ofthe California Government Code

Discussion held - action taken but not a final action that is reportable.

Existing litigation in the following matter:

ITEM NO. 23A4 - The People ofthe State ofCalifornia and Great Basin Unified Air Pollution Control District v. City ofLos Angeles, Department ofWater and Power et al, Inyo County Superior Case No. SI CV PT 1254188.

Discussion held - no action taken.

Anticipated litigation in the following matter:

ITEM NO. 23B2(lst case) - Discussion regarding initiation oflitigation (2 cases), pursuant to subdivision ( c) of Section 54956.9 ofthe California Government Code.

Discussion held - no action taken. SPECIAL MEETING OF COMMISSIONERS (Continued) OCTOBER 4, 2012, 2:09 P.M. Page 22

Existing litigation in the following matter:

ITEM NO. 23A3 - City ofLos Angeles Acting By And Through The Los Angeles Department ofWater and Power v. Mammoth Community Water District, Board ofDirectors ofthe Mammoth Community Water District, And Does 1-20, Inclusive, Mono County Superior Court Case No. CVI10142, pursuant to subdivision (a) ofSection 54956.9 ofthe California Government Code.

Discussion held - no action taken.

Anticipated litigation in the following matter:

ITEM NO. 23B2 (2nd case) - Discussion regarding initiation of litigation (2 cases), pursuant to Subdivision (c) of Section 54956.9 ofthe California Government Code.

Discussion held - no action taken.

Anticipated litigation in the following matter:

ITEM NO. 23Bl (1st case) - Discussion regarding significant exposure to litigation (2 cases), pursuant to Subdivision (b)(1) ofSection 54956.9 ofthe California Government Code.

This item was withdrawn.

Anticipated litigation in the following matter:

ITEM NO. 23Bl (2nd case) - Discussion regarding significant exposure to litigation (2 cases), pursuant to Subdivision (b)(1) ofSection 54956.9 ofthe California Government Code.

This item was withdrawn. SPECIAL MEETING OF COMMISSIONERS (Continued) OCTOBER 4,2012,2:09 P.M. Page 23

COMMISSIONER P ARFREY moved the meeting be adjourned.

Seconded by Commissioner Noonan and carried by the following vote:

Ayes, Commissioners Moss, Noonan, Parfrey, President Sayles;

Noes, None.

MEETING ADJOURNED at 5:40 p.m.

An announcement was made in the Board Room regarding adoption ofone resolution pertaining to the settlement ofLos Angeles Superior Court Case No. BC474570.

SIGNED:

-&JtONR~.~ SECRETARY

ATTEST:

vs.~ PRESlf!!fT