Los Angeles, California, March 1,2011

MINUTES OF SPECIAL MEETING OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES HELD IN ROOM 1555-H MARCH 1,2011 1:33 P.M.

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

Present - Commissioners: President Sayles Eric Holoman Christina E. Noonan

Absent- Jonathan Parfrey

A quorum present.

IN ATTENDANCE were the following:

Ronald 0 Nichols, General Manager Aram H. Benyamin, Senior Assistant General Manager Power System, Power System Joseph Brajevich, Assistant General Counsel, Water and Power, City Attorney's Office Richard M. Brown, General Counsel, Water and Power, City Attorney's Office James B. McDaniel, Senior Assistant General Manager - Water System, Water System Lorraine Paskett, Senior Assistant General Manager - Sustainability Programs And External Affairs Ann M Santilli, Interim ChiefFinancial Officer, Financial Services Organization Cecilia K.T. Weldon, Chief Administrative Officer

THE FOLLOWING notice was delivered to interested news media, Management, and to each member ofthe Board.

"Please take notice that there will be a Special Meeting ofthe Board of Water and Power Commissioners on Tuesday, March 1,2011 at 1 :30 p.m., or as soon thereafter as a quorum is present, in the Board Room, Room 1555-H, ofthe Department's John Ferraro Building, 111 North Hope Street, Los Angeles, for the purpose ofconsidering the attached agenda.

"This Special Meeting called by order ofthe President."

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

ITEM NO. 14 - 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 transmittal ofan Ordinance for the Upper Gorge Bypass Plant and Division Creek Power Plant Projects to establish design-build criteria.

This item was deferred. SPECIAL MEETING OF COMMISSIONERS (Continued) MARCH 1,2011, 1:33 P.M. Page 2

ITEM NO. 29 - A written recommendation was received from the Chief Administrative Officer, Senior Assistant General Manager - Power System, and Senior Assistant General Manager - Water System, approved by the General Manager, recommending the adoption ofa resolution, approved as to form and legality by the City Attorney, approving execution ofa Purchase and Sale of commercial property at 7600 Tyrone Avenue, Van Nuys for expansion of the LADWP Valley Center site in support of operations. ­

This item was deferred.

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

ITEM NO.3 - A comment and/or request from Commissioner was made during the Board meeting relating to Department operations, as follows:

Commissioner Sayles - Provide a formal cost reduction plan report before a rate increase plan is implemented. The Department needs to ensure that it is doing all that it can in keeping costs and programs down.

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

ITEM NO.5 - Commissioner Holoman moved approval ofthe following meetings ofthe Board of Water and Power Commissioners:

(1) Regular meeting, February 1, 2011 (2) Regular meeting, February 15,2011 (3) Special meeting, February 15,2011

Seconded by Commissioner Noonan and carried by the following vote:

Ayes, Commissioners Holoman, Noonan, President Sayles;

Noes, None.

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

Commissioner Holoman moved adoption ofthe following twenty-one resolutions, approved as to form and legality by the City Attorney:

ITEM NO.6 - Authorizes award of Specification No. 211 to Furnish and Deliver Ready­ Mixed Concrete and Trench Backfill Slurry, to Associated Ready Mixed Concrete Inc., for a total amount not to exceed $31,635,597 for a term ofone year with two optional one-year periods. Submitted by Chief Administrative Officer. SPECIAL MEETING OF COMMISSIONERS (Continued) MARCH 1,2011,1:33 P.M. Page 3

RESOLUTION NO. 19365

WHEREAS, Associated Ready Mix Concrete, Inc. is the lowest bidder under Specification No. 211; and

WHEREAS, this contract is for furnishing and delivering concrete ready-mix and trench backfill slurry and the Los Angeles Department of Water and Power's (LADWP) Joint System recommends award ofthis contract.

NOW, THEREFORE, BE IT RESOLVED that Associated Concrete Ready Mixed Inc. is awarded the contract for a total amount not to exceed $31,635,597.00, for a term of one year with two one-year optional years, under Specification No. 211, approved as 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 of the Board are hereby authorized and directed to execute said contract for and on behalf ofLADWP.

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water and Power Revenue Funds in accordance with the terms ofthis contract awarded pursuant to Specification No. 211 and this resolution.

ITEM NO.7 - Authorizes award of Specification No. 213 to Furnish and Deliver Communication Network Equipment, to Nexus, IS, Inc., for a total amount not to exceed $22,758,208 for a term ofone year with two optional one-year periods. Submitted by Chief Administrative Officer.

RESOLUTION NO. 19366

WHEREAS, Nexus IS, Inc. is the lowest responsive bidder under Specification No. 213; and

WHEREAS, this contract is to furnish and deliver communication network equipment and the Los Angeles Department of Water and Power's (LADWP) Joint System recommends award of this contract.

NOW, THEREFORE, BE IT RESOLVED that Nexus IS, Inc. is awarded the contract for a total amount not to exceed $22,758,208.00, for a term ofone year, with two one-year optional years, under Specification No. 213, 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 contract for and on behalf ofLADWP.

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water and Power Revenue Funds in accordance with the terms of this contract awarded pursuant to Specification No. 213 and this resolution.

ITEM NO.8 - Authorizes award of Specification No. 7206 to Furnish and Deliver Commuter Passenger Vans and Service and Repair Training, to Reynolds Buick, Inc., for a total amount not to exceed $1,712,128 for a one-time spot purchase. Submitted by Chief Administrative Officer. SPECIAL MEETING OF COMMISSIONERS (Continued) MARCH 1,2011,1:33 P.M. Page 4

RESOLUTION NO. 19367

WHEREAS, Reynolds Buick, Inc, is the lowest bidder under their initial proposal under Specification No. 7206 to furnish and deliver Commuter Passenger Vans and service and repair training; and

WHEREAS, the Los Angeles Department ofWater and Power's (LADWP) Joint System recommends award ofthis contract.

NOW, THEREFORE, BE IT RESOLVED that pursuant to City Charter Section 1022, the Board finds that it is more feasible to have the work performed by outside services because it has been determined that the contractor has proprietary knowledge or equipment LADWP needs. The proprietary knowledge will be transferred to LAD WP personnel via expert Contractor-provided training sessions for the proper maintenance and operation ofthe equipment.

NOW, THEREFORE, BE IT RESOLVED that Reynolds Buick, Inc. is awarded the contract for a total amount not to exceed $1,712,128.00, for a one-time spot purchase, under Specification No. 7206, approved as to form and legality by the City Attorney and on file with the Secretary ofthe Board.

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water and Power Revenue Funds in accordance with the terms ofthis contract awarded pursuant to Specification No. 7206 and this resolution.

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 contract for and on behalf ofLADWP.

ITEM NO.9 - Authorizes award of Specification No. 7274 for Reconstruction ofCastaic Power Plant Access Road at 37700 Templin Highway, Castaic, California 91384, to Granite Construction Company, for a total amount not to exceed $542,000 for a one-time spot purchase. Submitted by ChiefAdministrative Officer and Senior Assistant General Manager­ Power System.

RESOLUTION NO. 19368

WHEREAS, Granite Construction Company is the lowest responsive bidder under Specification No. 7274 for Reconstruction ofCastaic Power Plant Access Road at 37700 Templin Highway, Castaic, CA 91384; and

WHEREAS, the Los Angeles Department ofWater and Power's (LADWP) Power System recommends award ofthis contract; and

NOW, THEREFORE, BE IT RESOLVED that pursuant to City Charter Section 1022, the Board finds that it is more feasible to have the work performed by outside services, because LADWP does not have the equipment nor the expertise to perform the work proposed in the contract.

NOW, THEREFORE, BE IT RESOLVED that Granite Construction Company is awarded the contract, for a total amount not to exceed $542,000.00, for a one-time spot purchase, under Specification No. 7274, approved as to form and legality by the City Attorney and on file with the Secretary ofthe Board. SPECIAL MEETING OF COMMISSIONERS (Continued) MARCH 1,2011, 1:33 P.M. Page 5

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 be and they are hereby authorized and directed to execute said contract for and on behalf ofthe Department of Water and Power.

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 contract awarded pursuant to .Specification No. 7274 and this resolution.

ITEM NO. 10 Authorizes award of Specification No. 7282 to Furnish and Install Equipment for Renovation ofthe LADWP Environmental Laboratory, to Newman Midland Corporation for a total amount not to exceed $1,738,000 for a one-time spot purchase. Chief Administrative Officer, Senior Assistant General Manager Water System, and Senior Assistant General Manager - Power System.

RESOLUTION NO. 19369

WHEREAS, Newman Midland Corporation is the lowest bidder under Specification No. 7282, to furnish and install equipment for renovation of the environmental laboratory; and

WHEREAS, the Los Angeles Department ofWater and Power's (LADWP) Water and Power Systems recommends award ofthis contract; and

WHEREAS, LADWP's Water and Power Systems are requesting a 10 percent contingency, due to unexpected costs resulting from unforeseen site conditions or changes that occur during construction.

NOW, THEREFORE, BE IT RESOLVED that pursuant to City Charter Section 1022, the Board finds that it is more feasible to have the work performed by outside services, because the work proposed in the contract requires knowledge, skills, and professional expertise that are not currently available in LADWP.

NOW, THEREFORE, BE IT RESOLVED that Newman Midland Corporation is awarded the contract for a total amount not to exceed $1,738,000.00, which includes a 10 percent contingency, for a one-time spot purchase, under Specification No. 7282, approved as to form and legality by the City Attorney and on file with the Secretary ofthe Board.

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Power Revenue Fund in accordance with the terms of these contracts awarded pursuant to Specification No. 7282 and this resolution.

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 be and they are hereby authorized and directed to execute said contracts for and on behalfLADWP.

ITEM NO. 11 - Authorizes award ofSpecification No. N-7302 to Furnish and Deliver Refurbishment ofOverhead Bridge Cranes at Castaic Power Plant, to KoneCranes, Inc. for a total amount not to exceed $1,769,952 for a one-time spot purchase. Submitted by Chief Administrative Officer and Senior Assistant General Manager Power System.

RESOLUTION NO. 19370

WHEREAS, through a competitive bid process the Los Angeles Department ofWater and Power (LADWP) sought to furnish and deliver refurbishment of overhead bridge cranes at Castaic Power Plant; and ------_==-7~~---~-----__:_::__:_:_=__-=~___"_'" __ -----=-"":.=-::!...~::-.~~~-=.

SPECIAL MEETING OF COMMISSIONERS (Continued) MARCH 1,2011, 1:33 P.M. Page 6

WHEREAS, LADWP received only one bid which was detennined to be non-responsive; and

WHEREAS, KoneCranes Inc. (KCI) was the only bidder, taking exceptions to the tenns and conditions, and the requirements of the specification; and

WHEREAS, LADWP entered into negotiations with KCI resulting in KCI furnishing pricing and documents as required by Specification No. N-7302 and retracting their exceptions to comply with LADWP's tenns and conditions and accepting the tenns and conditions in accordance with Specification No. N-7302. Also, it was agreed by the parties to delete Item No. 18, rail clip hardware, and to keep freight as a separate item; and

WHEREAS, LADWP's Power System recommends a negotiated contract be awarded to KCI under Specification No. N-7302.

NOW, THEREFORE, BE IT RESOLVED that pursuant to City Charter Section 1022, the Board, finds that it is more feasible to have the work perfonned by outside services, because work proposed in the contract requires skills, expertise, and special equipment needed to safely work with extremely heavy equipment at high elevations, that are not currently available in LADWP.

NOW, THEREFORE, BE IT RESOLVED that KCI is awarded a negotiated contract, for a total amount not to exceed $1,769,952.00, for a one-time spot purchase, under Specification No. N-7302, approved as to fonn and legality by the City Attorney and on file with the Secretary ofthe Board.

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Power Revenue Fund in accordance with the tenns of this contract awarded pursuant to Specification No. N-7302 and this resolution.

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 contract for and on behalf of LAD WP.

ITEM NO. 12 - Authorizes award of Specification No. 7327 to Furnish and Deliver Mobile Substations for Los Angeles International Airport, IS-2299, to Delta Star, Inc., for a total amount not to exceed $2,682,676 for a one-time spot purchase. Submitted by Chief Administrative Officer and Senior Assistant General Manager - Power System.

RESOLUTION NO. 19371

WHEREAS, Delta Star, Inc., is the lowest responsive and the third lowest evaluated bidder under their initial bid, under Specification No. 7327; and

WHEREAS, this contract is to furnish and deliver mobile substations for Los Angeles International Airport, Industrial Station 2299, and the Los Angeles Department of Water and Power's (LADWP) Power System recommends award ofthis contract.

NOW, THEREFORE, BE IT RESOLVED that Delta Star, Inc., is awarded the contract for an amount not to exceed $2,682,676 for a one-time spot purchase, under Specification No. 7327, approved as to fonn and legality by the City Attorney and on file with the Secretary of the Board.

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands on the Power Revenue Fund in accordance with the tenns of the contract awarded pursuant to Specification No. 7327 and this Resolution. SPECIAL MEETING OF COMMISSIONERS (Continued) MARCH 1,2011,1:33 P.M. Page 7

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

ITEM NO. 13 Authorizes award ofContract No. 918 (Amendment No.1) to Furnish and Deliver Underground Cable Accessories, to OneSource Distributers, LLC. The Amendment will increase the contract amount for the second optional period by $1,137,000. Contract duration will not change. Submitted by Senior Assistant General Manager Power System and Chief Administrative Officer.

RESOLUTION NO. 19372

WHEREAS, OneSource Distributors, LLC (OneSource) was awarded Contract No. 918 by the Los Angeles Department of Water and Power (LADWP) Board of Commissioners on May 20, 2008, for furnishing and delivering underground cable accessories; and

WHEREAS, the contract was awarded for a term ofone year with two optional one-year periods, for an amount not to exceed $5,685,049; and

WHEREAS, LADWP's Power System has determined that, due to increased usage, it is necessary to increase the contract amount to avoid running out of funds before the contract expires and recommends Amendment No.1 to Contract No. 918 with OneSource to increase the contract amount for the second optional period by $1,137,000 to $3,069,541. The increase in usage ofunderground cable accessories is due to accelerating the Cable Replacement Program under the Power Reliability Program (PRP). This is expected to reduce the number of outages, thus improving distribution system reliability. The contract duration will not change.

NOW, THEREFORE, BE IT RESOLVED that Amendment No.1 to Contract No. 918 between LADWP and OneSource 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 Chief Accounting Employee ofLADWP is hereby authorized and directed to draw demands on the Power Revenue Fund in accordance with the terms ofthis amendment awarded pursuant to Contract No. 918 and this resolution.

BE IT FURTHER RESOLVED that the President or Vice President ofthis 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 ofthis Board are hereby authorized and directed to execute said Amendment for and on behalfofLADWP.

ITEM NO. 15 - Approves the 2011 budget of$4.5 million as LADWP's proportionate share ofexpenses as a co-owner ofMohave Generating Station. Council approval by ordinance is required. Submitted by Senior Assistant General Manager - Power System.

RESOLUTION NO. 011-208

WHEREAS, Nevada Power Company (NPC), Salt River Project Agricultural Improvement and Power District (SRP), and Southern California Edison Company (SCE) entered into the Mohave Project Plant Site Conveyance and Co-Tenancy Agreement (Mohave Co-Tenancy Agreement) on May 29, 1967, for the ownership, construction, operation and maintenance of the Mohave Project which consists ofreal property and related appurtenances, two steam­ electric generating units with a nameplate rating of755 MWeach, and all project agreements related thereto; and - ---~-'--" -~="~~--=~~~~~----,~~~~~~-=~'-'~-,,-,--,~-,--=-====

SPECIAL MEETING OF COMMISSIONERS (Continued) MARCH 1,2011,1:33 P.M. Page 8

WHEREAS, the Los Angeles Department of Water and Power (LADWP) executed the Plant Site Conveyance 2 and the Mohave Project Plant Site Conveyance and Co-Tenancy Agreement Assignment, LADWP Agreement No. 10211, with SCE on December 23, 1968, whereby, LADWP acquired an undivided 20-percent interest in and to the Mohave Project on December 23, 1968; and

WHEREAS, LADWP retains a lO-percent interest in the Mohave Plant Site and Mohave Project; and

WHEREAS, the Mohave Co-Tenancy Agreement expired by operation ofits term on July 1, 2006, subject to specific two-year trailing provisions relating to SCE's first right and option to acquire the other Participants' fee interests in the Mohave Plant Site and interests in the Mohave Project no later than July 1,2008; and

WHEREAS, SCE failed to exercise its first right and option to acquire the other Participants' interest and the Participants have not mutually agreed upon a future use for the Mohave Plant , , Site; and

WHEREAS, LADWP has continued to participate with the Coordinating and Engineering and Operations Committees to remain in communication with the other Participants; and

WHEREAS, LADWP, SCE, SRP, and NPC voted to initiate plant decommissioning in 2009; after several attempts to sell the plant failed to materialize; and

WHEREAS, each co-owner has residual environmental and payment obligations as tenants-in­ common for the Mohave Plant Site and final decommissioning ofthe generating station; and

WHEREAS, the other co-owners approved an operating budget for the Mohave Station for the calendar year of20 11 which includes decommissioning costs, expenses related to the switchyard separation project, legal fees related to The Navajo Nation, et al. v. Peabody Holding Company, et aI., U S. District Court for the District ofColumbia, Civil Action No. CA-99-0469-EGS (D.C. Lawsuit), payroll expenses for remaining employees, severance costs with the reduction-in-force plan, termination benefits for employees severed in 2010 and 2011, and the establishment ofan emergent work fund is estimated at a total budget of $3.5 million; and

WHEREAS, in 1999, the Navajo Nation brought a lawsuit against the U.S. Department of Interior, Peabody, SRP as Operating Agent ofthe Navajo Generating Station, and SCE as Operating Agent ofthe Mohave Generating Station under various claims in the matter ofthe D.C. Lawsuit pertaining to negotiations ofthe royalty rates within mineral leases for the Amendment to the Coal Supply Agreement in 1987 wherein the Navajo Nation sought compensatory and punitive damages; and

WHEREAS, the Hopi Tribe intervened in the case and claimed similar damages for its portion ofmineral leases; and

WHEREAS, all ofthe co-owners for the Mohave Generating Station have incurred litigation fees and expenses in accordance with their proportionate share for SCE as Operating Agent to defend the D.C. Lawsuit; and

WHEREAS, LADWP's proportionate share of settlement payment for final resolution ofthe D.C. Lawsuit is estimated at $1 million.

NOW, THEREFORE, BE IT RESOLVED that the Board ofWater and Power Commissioners hereby approves payments up to $3.5 million for LADWP's proportionate share ofthe Mohave Fiscal Year Budget 2011, on file with the Secretary ofthe Board. SPECIAL MEETING OF COMMISSIONERS (Continued) MARCH 1,2011, 1:33 P.M. Page 9

BE IT FURTHER RESOLVED that the Board of Water and Power Commissioners further approves payments up to $1.0 million for LADWP's proportionate share ofsettlement payments for final resolution of all claims related to the Mohave Generating Station in the matter ofthe D.C. Lawsuit.

BE IT FURTHER RESOLVED that the Chief Accounting Employee is authorized and directed, upon proper certification, to draw demands on the Power Revenue Fund up to $3.5 million during LADWP's Fiscal Years 2010-2011 and 2011-2012 for payment of LADWP's proportionate obligations detailed in the Mohave Fiscal Year Budget for 2011, on file with the Secretary ofthe Board.

BE IT FURTHER RESOLVED that the Chief Accounting Employee is authorized and directed, upon proper certification, to draw demands on the Power Revenue Fund up to .0 million during LADWP's Fiscal Years 2010-2011 and 2011-2012 for payment of LADWP's proportionate obligations for full settlement ofthe D.C. Lawsuit.

ITEM NO. 16 - Authorizes execution ofAmendment No. I to Agreement No. 47723-8 with CGI Technologies and Solutions Incorporated to extend support services, increase the contract amount by $2,934,700 over a two-year period, and add escrow verification services. Council approval is required. Submitted by Senior Assistant General Manager - Power System and Chief Administrative Officer.

RESOLUTION NO. 011-209

WHEREAS, the Board ofWater and Power Commissioners (Board) ofthe City of Los Angeles (City) requires an Amendment to Agreement No. 47723-8 with CGI Technologies and Solutions Incorporated (CGI) to provide services ofproprietary software maintenance, software programming, and escrow to keep the existing Outage Management System/Mobile Dispatch System (OMSIMDS) in operation over an additional 24-month period, increasing the contract amount by $2,934,700 for a new total contract amount not to exceed $6,900,130; and

WHEREAS, OMSIMDS is part ofthe Los Angeles Department ofWater and Power's (LADWP) Electric Trouble System and is a pivotal component ofemergency response to the citizens ofLos Angeles with regard to electrical service.

NOW, THEREFORE, BE IT RESOLVED that proposed Amendment No.1 to Agreement 1 No. 47723-8 between LADWP and CGI, approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board, be and the same is hereby approved.

BE IT FURTHER RESOL VED that pursuant to City Charter Section 1022, the Board finds that such services can be performed more feasibly by independent contractors than by LADWP or City employees due to the proprietary knowledge of CGl.

BE IT FURTHER RESOLVED that the Chief Accounting Employee ofLADWP, upon proper certification, is authorized and directed to draw demands upon the Power Revenue Fund in payment ofthe obligations arising under said Amendment to Agreement.

BE IT FURTHER RESOLVED that due to the LADWP's need to ensure continued support and maintenance ofthe system, CGI may begin performance ofthe services specified in Amendment No.1 to Agreement No. 47723-8, prior to City Council approval and prior to LADWP execution ofthe Agreement; provided, however, that the terms and conditions set forth in Amendment No.1 Agreement No. 47723-8 are not effective until and unless the City Council approves the Agreement and it is executed by LAD WP SPECIAL MEETING OF COMMISSIONERS (Continued) MARCH 1,2011,1:33 P.M. Page 10

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 are hereby authorized, empowered, and directed to execute said Amendment to Agreement No. 47723-8 for and on behalfofLADWP upon approval by the City Council pursuant to City Charter Section 373.

ITEM NO. 17 - Authorizes execution ofAgreement No. 47000 with Halcrow, Inc., to provide consulting services to identify and develop new technologies, and enhanced supplementary methods ofassessing the condition ofthe Los Angeles Aqueduct System. The total cost not to exceed $225,210 for a duration of2 years. Submitted by Senior Assistant General Manager - Water System.

RESOLUTION NO. 011-210

WHEREAS, the Los Angeles Department of Water and Power. (LADWP) is seeking a consultant to provide specialized services to identify and develop new technologies, and enhanced and supplementary methods ofassessing the condition ofthe Los Angeles Aqueduct System (LAA System) infrastructure; and

WHEREAS, the consultant will provide needed expertise for the purpose ofdeveloping methods of conditional assessment ofthe LAA System, and at LADWP's discretion, provide training ofpersonnel in the implementation ofproposed assessment methods; and

WHEREAS, on August 16,2010, LADWP released Request for Proposal (RFP) No. 310-10 seeking proposals for qualified firms/organizations, and there were two (2) responders; and

WHEREAS, LADWP evaluated the proposals submitted in response to the RFP, and selected Halcrow, Inc., as being the most qualified firm; and

WHEREAS, Halcrow, Inc., has reviewed the services to be provided and represents that it has the qualities, expertise, skills, and abilities to perform such work; and

WHEREAS, LADWP proposes to enter into Agreement No. 47000 with Halcrow, Inc., for consulting services to identify and develop new technologies and enhanced and supplementary methods ofassessing the condition ofthe Los Angeles Aqueduct System infrastructures, so as to prevent LAA System failures, for a period oftwenty-four (24) months and for an amount not to exceed $225,210.

NOW, THEREFORE, BE IT RESOLVED, that Agreement No. 47000, approved as to form and legality by the City Attorney, and filed with the Secretary ofthe Board, between LADWP and Halcrow, Inc., be and the same is hereby approved.

BE IT FURTHER RESOLVED, that pursuant to Charter Section 1022, such services covered by Agreement No. 47000 are for expert services to provide enhanced methods and technologies for the conditional assessment ofthe LAA System, which require knowledge and skills that can be performed more feasibly by an independent consultant than by City employees.

BE IT FURTHER RESOLVED, that the Chief Accounting Employee ofLADWP, upon proper certification, is authorized and directed to draw demands on the Water Revenue Fund in payment ofthe obligations arising under Agreement No. 47000.

BE IT FURTHER RESOLVED, that the President or Vice President ofthe 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 Agreement for and on behalfofLADWP. SPECIAL MEETING OF COMMISSIONERS (Continued) MARCH 1,2011, 1:33 P.M. Page 11

ITEM NO. 18 - Approves execution ofan Agreement for Purchase and Sale of Real Property from Reid Watson Trust. The Trust property consists of 8.23 acres situated along Big Pine Creek, located just southwest ofthe town of Big Pine, Inyo County, California. The total cost not to exceed $899,900 plus escrow fees and incidental expenses. Submitted by Senior Assistant General Manager - Water System.

RESOLUTION NO. 011-211

WHEREAS, the Los Angeles Department of Water and Power (LADWP) has made an offer to the Reid Watson Trust to purchase 8.23 acres ofreal property located in the town of Big Pine, in Inyo County, California, along with all associated water rights; LADWP desires to purchase said real property for Water System operations; and

WHEREAS, the Board of Water and Power Commissioners has the authority, pursuant to Los Angeles City Charter Section 675 (d)( 1), to acquire, by purchase, all real property convenient for LADWP purposes.

NOW, THEREFORE BE IT RESOLVED, that the Board of Water and Power Commissioners hereby approves the Agreement for Purchase and Sale of Real Property and Escrow Instructions (Purchase Agreement), approved as to form and legality by the City Attorney and attached hereto, in an amount not to exceed a purchase price of$899,900, plus escrow fees and incidental expenses associated with the purchase ofthis property, and the same is hereby approved.

BE IT FURTHER RESOLVED, that the Water System, with the approval ofthe City Attorney, is hereby authorized to draft in final form all necessary deeds and documents and take all necessary actions to complete escrow and purchase ofthe real property identified in the Purchase Agreement.

BE IT FURTHER RESOLVED, that the Chief Accounting Employee be, and is hereby authorized and directed, upon proper certification, to draw demands on the Water Revenue Fund in payment ofthe obligations arising out of said Purchase Agreement.

BE IT FURTHER RESOLVED, that the President or Vice President of this 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 Purchase Agreement, and the Aqueduct Manager is authorized, empowered, and directed to execute escrow documents and other related documents for and on behalf of LADWP.

ITEM NO. 19 Authorizes the sale of an easement to the County oflnyo to construct, operate, and maintain a water system for the town ofIndependence, in Inyo County, California. The administrative cost to process the sale of the property is $5,000. Council approval by ordinance is required. Submitted by Senior Assistant General Manager - Water System.

RESOLUTION NO. 011-212

(Sale of an Easement for the Independence Town Water System)

WHEREAS, the County of Inyo (County) has requested a permanent easement over certain City ofLos Angeles (City) owned land for the water system for the town of Independence, in Inyo County, California; and

WHEREAS, it is found and determined that the public interest will be furthered by granting to the County, for and in consideration ofthe sum of $5,000, a permanent easement for town water system purposes on certain property owned by the City and under the control of the Los Angeles Department of Water and Power, further described as: SPECIAL MEETING OF COMMISSIONERS (Continued) MARCH 1, 2011, 1 :33 P.M. Page 12

An easement for town water system purposes, all in, over, under, and across a portion of the northeast quarter ofthe northwest quarter of Section 19, Township 13 South, Range 35 East, Mt. Diablo Meridian, County ofInyo, State ofCalifornia, as shown on Map S-532-C, on file in the office ofthe Los Angeles Department of Water and Power, 300 Mandich Street, Bishop, California, and more particularly described as follows:

COMMENCING at the southeast corner ofthe northeast quarter ofthe northwest quarter ofsaid Section 19, monumented with a 2-inch Iron Pipe with Cap stamped "L.A.A. PROP., S.E. COR., NEY4 NWY4, SEC. 19"; thence North 00°47'22" West, along the easterly line ofsaid northeast quarter, 188.34 feet to the POINT OF BEGINNING; thence continuing North 00°47'22" West, along said easterly line, 148.77 feet; thence South 89°13'22" West, 206.10 feet; thence South 48°20'54" West, 94.65 feet; thence South 22°43'49" West, 37.36 feet; thence South 36·48'03" East, 106.40 feet; thence South 50°29'59" West, 222.00 feet: thence South 39°39'10" East, 19.75 feet, more or less, to the southerly line ofsaid northeast quarter; thence North 89°18'43" East, along said southerly line, 270.52 feet; thence North 31 °49'13" East, 223.33 feet to the POINT OF BEGINNING.

Containing 1.977 acres, more or less.

All distances are ground.

Bearings are grid as established by LADWP GPS network, CCS 1983, 1991.35 adjustment.

END OF DESCRIPTION

SUBJECT TO all outstanding taxes and assessments, if any.

SUBJECT TO any and all easements, covenants, conditions, restrictions, and other matters ofrecord.

SUBJECT TO that granting ofthe property is authorized upon the terms and conditions stated herein and upon the further express condition that the same shall be continuously used and maintained by the County for purposes ofthe Independence town water system; and that in the event the County does not so continuously use and maintain said real property for said purposes as hereinabove provided for a period ofone year, then, and in that event, upon the expiration ofsaid one-year period, all rights shall thereupon be forfeited, extinguished, and terminated, and all interest and rights hereby conveyed shall thereupon automatically revert to and revest in the City without any further action.

EXCEPTING AND RESERVING unto the City all water and water rights, whether surface, subsurface, or ofany other kind, and all water and water rights appurtenant or in anywise incident to the real property herein described, or used thereon or in connection therewith, together with the right to develop, take, transport, control, regulate, and use all such water; and reserving unto the Grantor all oil, petroleum, or other mineral or hydrocarbon substances in and under said land, without the right to enter upon the surface ofsaid land for such use.

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 an instrument in writing, approved as to form and legality by the City Attorney, conveying said easement for and on behalf ofthe Los Angeles Department of Water and Power; however, the execution of said written instrument shall be subject to approval by the Los Angeles City CounciL SPECIAL MEETING OF COMMISSIONERS (Continued) MARCH 1,2011, 1:33 P.M. Page 13

ITEM NO. 20 - Authorizes execution of Optical Fiber Use Lease Agreement (Agreement No. FO-65l-l2120l0) and Short Form IRU-OI Lease Agreement (Agreement FO-652-121201O) with Fireline Network Solutions, Inc., for the Indefeasible Right ofUse ofa certain component of LADWP's fiber optic network, between LADWP's IS-1502, 5900 Wilshire, Los Angeles, California and One Wilshire, LADWP's IS-l059, 624 South Grand Avenue, Los Angeles, California. These agreements have an initial term of five years. Submitted by Chief Administrative Officer.

RESOLUTION NO. 011-213

WHEREAS this Optical Fiber Use Lease Agreement No. FO-65 1-12/2010 and Short Form IRU-Ol Lease Agreement No. FO-652-12/201O, between the Department of Water and Power ofthe City ofLos Angeles (LADWP) and Fireline Network Solutions, Inc., grants to Fireline Network Solutions, Inc. the Indefeasible Right ofUse of a certain component ofLADWP's fiber optic network which generates revenues that shall be deposited in the LADWP's Power Revenue Fund; and

WHEREAS the Board ofWater and Power Commissioners finds that the optical fibers to be leased are not presently needed for LADWP purposes and the execution ofthe lease will not interfere with LADWP operations; and

WHEREAS Optical Fiber Use Lease Agreement No. FO-65l-12/201O and Short Form IRU-Ol Lease Agreement No. FO-652-12/2010 will have an initial term offive (5) years.

NOW, THEREFORE, BE IT RESOLVED that the proposed Optical Fiber Use Lease Agreement No. FO-651-12/20l0 and Short Form IRU-Ol Lease Agreement No. FO-652-12/20 10, approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board, between LADWP and Fireline Network Solutions, Inc., be and the same are hereby approved.

BE IT FURTHER RESOLVED that the President, or the 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 be and they are hereby authorized and directed to execute said Optical Fiber Use Lease Agreement No. FO-651-l2/2010 and Short Form IRU-Ol Lease Agreement No. FO-652-12/201O, respectively for and on behalf of the LADWP.

ITEM NO. 21 - Authorizes execution of Amendment No.2 to Short Form IRU-05 Lease Agreement (Agreement No. FO-550-1 0/2008) with Cogent Communications, Inc. for the Indefeasible Right ofUse ofadditional fiber segments of the LADWP's fiber optic network. Submitted by Chief Administrative Officer.

RESOLUTION NO. 011-214

WHEREAS this Short Form IRU-05 Lease Agreement No. FO-550-10/2008, subordinate agreement to Optical Fiber Use Lease Agreement No. FO-197-11l2003 (Master Agreement), between the Department of Water and Power of the City of Los Angeles (LADWP) and Cogent Communications, Inc. (Cogent), was authorized by Board Resolution No. 009-151, on January 6,2009, grants Cogent the Indefeasible Right ofUse of certain components of LADWP's fiber optic network which generates revenues that shall be deposited into LADWP's Power Revenue Fund; and

WHEREAS the term of Short Form IRU-05 Lease Agreement No. FO-550-l012008 commenced on January 15,2009 and shall be valid for an initial term offifteen (15) years with an option to renew for an additional term of five (5) years; and SPECIAL MEETING OF COMMISSIONERS (Continued) MARCH 1,2011, 1:33 P.M. Page 14

WHEREAS Amendment No.1 to Short Form IRU-05 Lease Agreement No. FO-550-10/2008 executed on October 1,2009, modifies Cogent's cable system and grants to Cogent the Indefeasible Right ofUse ofadditional fiber segments ofthe LADWP's fiber optic network; and

WHEREAS the proposed Amendment No.2 to Short Form IRU-05 Lease Agreement No. FO-550-10/2008, grants to Cogent the Indefeasible Right ofUse ofadditional fiber segments ofthe LADWP's fiber optic network which generates additional revenues that shall be deposited into LADWP's Power Revenue Fund; and

WHEREAS the Board of Water and Power Commissioners finds that these additional optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No.2 to Short Form IRU-05 Lease Agreement No. FO-550-10/2008 will not interfere with LADWP operations.

NOW, THEREFORE, BE IT RESOLVED that the proposed Amendment No.2 to Short Form IRU-05 Lease Agreement No. FO-550-10/2008, approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board, between the LADWP and Cogent, be and the same is hereby approved.

BE IT FURTHER RESOLVED that the President or the Vice President ofthis Board, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, the Assistant Secretary, or the Acting Secretary ofthe Board be and they are hereby authorized and directed to execute said Amendment No.2 to Short Form IRU-05 Lease Agreement No. FO-550-10/2008 for and on behalf ofthe LADWP.

ITEM NO. 22 - Authorizes execution ofAmendment No.1 to Agreement No. 47905 with leskell Inc. for change management and facilitation services for the Supply Chain Transformation Program and the Electronic Requisition Solicitation and Procure System. The Amendment will increase the contract limit by $192,000 and all other terms and conditions remain unchanged. Submitted by ChiefAdministrative Officer.

RESOLUTION NO. 011-215

WHEREAS, effective November 16, 2009, LADWP and leskell Inc. entered into Agreement No. 47905; and

WHEREAS, the LADWP proposes to amend Agreement to increase the contract amount from $700,000 to $892,000, and

WHEREAS, the amendment is necessary and proper to continue or complete certain activities authorized under the Agreement.

NOW, THEREFORE, LADWP and leskell Inc. agree to amend Agreement Number 47905 as follows:

The total cost ofthe Agreement is increased by $192,000 for a maximum expenditure limit of$892,000. All other agreement terms and conditions, including scope ofwork, remain unchanged.

BE IT FURTHER RESOLVED the Board finds in accordance with Charter 1022 ofthe Los Angeles City Charter that the services to be performed under this contract can be more feasibly performed by an independent contractor than by City employees.

BE IT FURTHER RESOLVED that the ChiefAccounting Employee, upon proper certification, is authorized and directed to draw demands on the Power Revenue Fund in payment ofthe obligations arising under this Agreement; and SPECIAL MEETING OF COMMISSIONERS (Continued) MARCH 1,2011, 1 :33 P.M. Page 15

BE IT FURTHER RESOLVED that the President or Vice President of the 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 be and they are hereby authorized and directed to execute said Agreement for and on behalf ofLADWP.

ITEM NO. 23 - Authorizes execution ofAmendment No.1 to Purchase Order 49018-1 (New Agreement No. 47011-1) with Kosmont & Associates, Inc. dba Kosmont Companies for professional real estate and consulting services for the development ofa strategic real estate plan. This Amendment increases the contract amount by $185,000 and all other contract terms and conditions remain unchanged. Submitted by ChiefAdministrative Officer, Senior Assistant General Manager - Power System, and Senior Assistant General Manager - Water System.

RESOLUTION NO. 011-216

WHEREAS, the Los Angeles Department of Water and Power (hereinafter referred to as 1!LADWP") and Kosmont & Associates, Inc. dba Kosmont Companies (hereinafter referred to as "Consultant") entered into a contract wherein Consultant agreed to provide LADWP with professional real estate and consulting services for the development of a real estate strategic plan; and

WHEREAS, effective September 13,2010, the LADWP and Consultant entered into Purchase Order No. 49018-1 (which together with all amendments and supplements thereto hereinafter shall be referred to as the "Agreement"); and

WHEREAS, the LADWP proposes to amend Purchase Order 49018-1 to increase the contract amount from $148,000 to $333,000, converting the General Manager Award to a Board Award (New Agreement No. 47011-1); and

WHEREAS, the amendment is necessary and proper to continue or complete certain activities authorized under the Agreement.

NOW, THEREFORE BE IT RESOLVED that the LADWP and Consultant agree to amend the Purchase Order Agreement No. 49018-1 as follows:

I. Make an administrative change in the Agreement number from 49018-1 to 47011-1. 2. The total cost ofthe Agreement is increased by $185,000 for a maximum expenditure limit of$333,000. 3. Delete and replace terms described under Pages 6-7, Invoice and Payments. 4. Delete and replace terms described under Page 9, Termination.

BE IT FURTHER RESOLVED that pursuant to City Charter Section 371 (e)(2), the use of competitive bidding for this agreement is not practicable or advantageous because the work to be performed is ofan expert professional, temporary and occasional character.

BE IT FURTHER RESOLVED the Board finds in accordance with Charter 1022 ofthe Los Angeles City Charter that the services to be performed under this contract can be more economically and feasibly performed by an independent contractor than by City employees.

BE IT FURTHER RESOLVED that the Chief Accounting Employee, upon proper certification, is authorized and directed to draw demands on the Power Revenue Fund in payment ofthe obligations arising under this Agreement; and

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 be and they are hereby authorized and directed to execute said Agreement for and on behalf ofLADWP. SPECIAL MEETING OF COMMISSIONERS (Continued) MARCH 1,2011,1:33 P.M. Page 16

ITEM NO. 24 - Recommends approval ofRate Revision for Processing Utility Users Tax Exemption and Lifeline Rate Program Applications at the new rate of $6.58 per application, effective July 1, 201 O. Submitted by Chief Administrative Officer.

RESOLUTION NO. 011-217

WHEREAS, the City ofLos Angeles Department ofWater and Power (LADWP) has agreed to reimburse the City ofLos Angeles (City) for processing Utility Users Tax Exemption (UUTE) and Lifeline Rate Program applications; and

WHEREAS, the Board of Water and Power Commissioners ofthe City adopted Resolution No. 201 on October 23, 1980, establishing a reimbursement rate of$2.00 per application; this fee has not changed since then; and

WHEREAS, in the Fiscal Year 2010-11 Adopted Budget, the City Council instructed the City ofLos Angeles Office of Finance (Office of Finance), the City department that currently processes these UUTE and Lifeline Rate Program applications, to seek full cost recovery from LAD WP to process these applications; and

WHEREAS, the Office of Finance determined that the full cost recovery rate is $6.58 per application and seeks to be reimbursed at this new rate effective July 1, 2010; and

WHEREAS, LADWP has reviewed the cost computation submitted by the Office of Finance, and concurs with its full cost recovery determination.

NOW, THEREFORE, BE IT RESOLVED that the Chief Financial Officer is authorized to pay the Office ofFinance $6.58 per UUTE and Lifeline Rate Program application processed, effective July 1,2010, based upon a reconciled invoice presented monthly to LADWP and approved by the Director ofCustomer Service.

ITEM NO. 25 - Authorizes execution ofAgreement No. 47010-1 with KPMG LLP for services to conduct annual audits ofthe financial statements and perform related services. The total cost not to exceed $6,100,000 for a term ofthree years. Submitted by Interim Chief Financial Officer.

RESOLUTION NO. 011-218

WHEREAS, it is necessary for the Los Angeles Department ofWater and Power (LADWP) to have the books and accounts ofthe Power and Water System audited annually and reviewed quarterly by an independent firm ofcertified public accountants; and

WHEREAS, it is necessary that the LADWP continue to receive from time to time advice and services on specific accounting, internal auditing, financial, and advisory issues; and

WHEREAS, proposals were sought through a competitive Request for Proposals (RFP 314-11) process, and the LADWP evaluated three (3) proposals submitted, and selected KPMG LLP (Consultant) as being the most qualified, responsible and responsive firm to conduct annual audits ofthe financial statements and perform related services; and

WHEREAS, the proposed Agreement No.47010-1 between LADWP and Consultant has a three (3) year term and a maximum not-to-exceed amount of$6, 100,000; and

WHEREAS, the Consultant has reviewed the services to be performed by the Consultant incorporated in this Agreement, and represents that it has the qualities, expertise, skills, and abilities to perform such work; and SPECIAL MEETING OF COMMISSIONERS (Continued) MARCH 1,2011, 1:33 P.M. Page 17

WHEREAS, the services to be performed are of an expert, professional and occasional nature and can be performed more feasibly by an independent contractor than by Department employees.

NOW THEREFORE BE IT RESOLVED, that Agreement No. 47010-1, between the LADWP and the Consultant, now on file with the Secretary ofthe Board and approved as to form and legality by the City Attorney, be and the same is hereby approved.

BE IT FURTHER RESOLVED, that in accordance with City Charter Section 1022, independent certified accounting services is more feasibly provided by outside consultant services than City personnel due to the legal requirement that the review be prepared by an independent certified public accounting firm.

BE IT FURTHER RESOLVED, that the President or 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 ofthis Board be and they are hereby authorized, empowered, and directed to execute Agreement No. 47010-1, as substantially attached, for and on behalf ofthe LADWP.

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 payment ofthe obligations arising under this Agreement.

ITEM NO. 26 - Authorizes payment ofpremiums in an amount not to exceed $350,000 to Kaercher Campbell & Associates Insurance Brokerage, LLC, the Department's insurance broker, for Fiduciary and Employee Benefit Liability Insurance for the 2011-2012 policy year. Payment ofpremiums for policy year 2012-2013 and 2013-2014, are not to exceed a 20 percent over the previous policy year. Submitted by Interim Chief Financial Officer.

RESOLUTION NO. 011-219

WHEREAS, the Department has determined that a need exists for the purchase of Fiduciary 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 Kaercher Campbell & Associates Insurance Brokerage, LLC (KC) to act as the Department's insurance broker; and

WHEREAS, KC, the Department's insurance broker, has conducted a market survey to determine the most cost-effective coverage for renewing this program that provides a liability limit ofnot less than $35 million, for the policy period April!, 2011 to April 1, 2012, which provides coverage terms and conditions substantially the same as in the policies as currently carried, and that the total cost ofthe premiums shall not exceed $350,000; and

WHEREAS, in the event that such coverage cannot be renewed with the above-stated limits and terms and conditions, substantially the same as in the policies as currently carried and on file with the Board Secretary, this matter will be returned to the Board of Water and Power Commissioners for re-consideration.

NOW, THEREFORE, BE IT RESOLVED that the Chief Accounting Employee is authorized, after consultation with and receiving recommendations from the Department's Risk Manager and KC, to direct KC, the Department's insurance broker, or any future Broker of Record to bind this insurance and deliver binders, certificates and policies of such insurance to the Department; and SPECIAL MEETING OF COMMISSIONERS (Continued) MARCH 1,2011, 1:33 P.M. Page 18

BE IT FURTHER RESOLVED that the Chief Accounting Employee, upon proper certification of such delivery, is authorized to draw and authenticate a demand on the Power Revenue Fund and Water Revenue Fund payable to the Department's casualty insurance broker for payment ofthe Fiduciary Liability Insurance premiums not to exceed $350,000, for the 2011-2012 policy year.

BE IT FURTHER RESOLVED that the Chief Accounting Employee, upon recommendation from the Department's Risk Manager, is hereby authorized to draw and authenticate a further demand on the Power Revenue Fund and Water Revenue Fund payable to the Department's casualty insurance broker for payment ofpremiums for subject insurance for the 2012-2013 and 2013-2014 policy years, provided the renewal premiums do not exceed an increase of more than 20 percent ofthe prior year's cost.

ITEM NO. 27 - Authorizes First Amendment to Agreement No. 47887 with Orrick, Herrington & Sutcliffe LLP to provide the Department legal advice and representation in bond matters related to its water and power financing transacti~ns. This Amendment will increase the contract limit $575,000 and the term will remain the same. Submitted by General CounseL

RESOLUTION NO. 011-220

WHEREAS, the Department ofWater and Power (LADWP) entered into Agreement No. 47887 (the "Agreement") with Orrick, Herrington & Sutcliffe LLP (Orrick) for specialized legal services to assist the Office ofthe City Attorney (City Attorney), on an as-needed basis, in representing LADWP in bond and related matters in connection with its water and power financing transactions; and

WHEREAS, the City Attorney finds, based on projected financings, that an additional appropriation of$575,000 is necessary at this time to accomplish the requested representation by Orrick in bond matters.

BE IT RESOLVED that in compliance with City Charter Section 1022, the Board ofWater and Power Commissioners ofthe City ofLos Angeles (Board) finds it is more feasible to have the assistance ofoutside counsel due to the size and complexity of, and the expertise required in, the aforementioned matters.

BE IT FURTHER RESOLVED that the First Amendment to the Agreement, a copy ofwhich is on file with the Secretary ofthe Board and approved as to form and legality by the City Attorney, is hereby approved.

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 be and they are hereby authorized and directed to execute said Amendment for and on behalf ofLADWP.

BE IT FURTHER RESOLVED that the Chief Accounting Employee ofLADWP, upon proper certification, be, and is authorized and directed, to draw demands on the Water Revenue Fund and the Power Revenue Fund, in payment ofthe obligations arising under said Amendment.

Seconded by Commissioner Noonan and carried by the following vote:

Ayes, Commissioners Holoman, Noonan, President Sayles;

Noes, None. SPECIAL MEETING OF COMMISSIONERS (Continued) MARCH 1,2011,1:33 P.M. Page 19

ITEM NO. 28 - Commends Lee Kanon Alpert for his service on the Board ofWater and Power Commissioners.

RESOLUTION NO. 011-221

WHEREAS, Lee Kanon Alpert was appointed to the Board of the Los Angeles Department of Water and Power Commissioners by Mayor Antonio R. Villaraigosa and confirmed by the Los Angeles City Council on December 18,2007; and

WHEREAS, Lee Kanon Alpert was first elected Board President on November 18, 2008 and re-elected President on July 22, 2010. Additionally, he served as Chair ofthe Department's SecuritylEmergency Preparedness, Audit, and Customer and Community Relations Committees as well as serving as a member ofthe Energy and Environment, Investment, Power Reliability Program/Water Infrastructure Program Oversight and Outside Counsel Oversight Committees; and

WHEREAS, Lee Kanon Alpert began his informal educational career on the streets of inner­ city Detroit followed by formal education at Wayne State University, the University of Southern California where he received his Bachelors of Science in Education, a Juris Doctorate from Loyola University School ofLaw in addition to studies at Harvard University where he received certification at the Graduate School ofBusiness in Not-for-Profit Leadership and Management; and

WHEREAS, Lee Kanon Alpert is an award winning attorney, arbitrator, and mediator with over 35 years oflegal experience specializing in business and corporate law, administrative and government relations, arbitration and mediation, cable franchising negotiations, commercial, construction and real estate transactional law; and

WHEREAS, Lee Kanon Alpert has served as a Superior Court Judge Pro Tempore, a private and court-appointed arbitrator, mediator and referee and helped design the American Arbitration Association's California Mediation Program and was the first American Arbitration Association (AAA) mediator on the West Coast where he received the AAA award as the Outstanding Commercial/Construction Arbitrator ofthe Year; and

WHEREAS, Lee Kanon Alpert is currently Chair ofthe Governing Board of Directors ofthe Encino-Tarzana Regional Medical Centers; Chair ofGenesis L.A. Economic Development Corporation, a Member of the Executive Committee, Valley Economic Development Center; and a Member ofthe Valley Industry and Commerce Association to name a few; and

WHEREAS, the loss ofhis thoughtful leadership style to the Department and the City will most certainly be felt, Lee Kanon Alpert's steadfast and devoted service to this City particularly in defense ofratepayers in historically underserved communities throughout Los Angeles is unlikely to end with his departure from the Board.

NOW, THEREFORE, BE IT RESOLVED, that the Board ofWater and Power Commissioners on behalf ofthe management ofthis Department, its employees, and the million residents ofthe City ofLos Angeles thank Lee Kanon Alpert for his dedicated service along with Arlene his wife of40 years and two sons Brett and Scott for their collective sacrifices in support oftheir husband and father.

BE IT FURTHER RESOLVED, that the Secretary be instructed to place this resolution in the minutes ofthis Board as a permanent record and that an engrossed copy ofthis resolution be presented to Lee Kanon Alpert in recognition ofhis unwavering dedication to public service in this city.

Approval moved by Commissioner Holoman.

Seconded by Commissioner Noonan and carried by the following vote:

Ayes, Commissioners Holoman, Noonan, President Sayles; SPECIAL MEETING OF COMMISSIONERS (Continued) MARCH 1,2011,1:33 P.M. Page 20

Noes, None.

ITEM NO. 30 - Authorizes execution of Willow Creek Wind Project Energy Exchange Agreement between Powerex Corporation and Los Angeles Department of Water and Power, DWP No. BP 11-004, to provide delivery, firming, and shaping for the capacity and energy coming from the Willow Creek Wind Project, a renewable resource. Total cost of$15,000,000 for a term ofthree years. Submitted by Senior Assistant General Manager - Power System.

RESOLUTION NO. 011-222

WHEREAS, the Los Angeles Department ofWater and Power (LADWP) executed a fifteen year power purchase agreement for the Willow Creek Wind Project, approved under Resolution No. 009-023;

WHEREAS, LADWP applied for transmission service with Bonneville Power Administration (BPA) to obtain long-term transmission service for the Willow Creek Wind Project, approved under Resolution No. 010-014;

WHEREAS, BPA may not be able to provide firm, long-term point-to-point transmission service for another three years;

WHEREAS, LADWP must seek alternative transmission arrangements to move the energy from the Willow Creek Wind Project to LADWP's system in order to serve native load; and

WHEREAS, this agreement originates from a competitive bidding process managed through Southern California Public Power Authority (SCPP A) and subject to LADWP's procurement policies; and

WHEREAS, the Board of Water and Power Commissioners have independent authority to purchase transmission and ancillary services for a period not to exceed three years in accordance with Los Angeles Administrative Code Section 12.135(1) without City Council approval.

NOW, THEREFORE, BE IT RESOLVED that Energy Exchange Agreement for the Willow Creek Wind Project between LADWP and Powerex Corporation dated February 14,2011, approved as to form and legality by the City Attorney and on file with the Secretary ofthe Board, is hereby approved;

BE IT FURTHER 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 Energy Exchange Agreement for and on behalf ofthe LADWP;

BE IT FURTHER RESOLVED that the ChiefAccounting Officer, upon proper certification, is hereby authorized and directed to draw demands on the Power Revenue Fund in payment ofthe obligations arising from or related to the Energy Exchange Agreement for the Willow Creek Wind Project between LADWP and Powerex Corporation in accordance with the terms therein.

Approval moved by Commissioner Noonan.

Seconded by Commissioner Holoman and carried by the following vote:

Ayes, Commissioners Holoman, Noonan, President Sayles;

Noes, None. SPECIAL MEETING OF COMMISSIONERS (Continued) MARCH 1,2011, 1:33 P.M. Page 21

ITEM NO. 31- Amends the Rules of the Board to provide that the regular meetings ofthe Board be held on the first and third Tuesdays of each month beginning at 1 :30 p.m., or as soon thereafter as a quorum is present, effective immediately.

RESOLUTION NO. 011-223

BE IT RESOLVED, by the Board of Water and Power Commissioners ofthe City of Los Angeles, that Chapter I, Section 1 ofthe Rules ofthe Board of Water and Power Commissioners, adopted on May 7, 2002, and amended on December 2, 2008, April 7, 2009, and August 3,2010, BE FURTHER AMENDED to change the regular meeting time from 10:00 a.m. to 1:30 p.m., or as soon thereafter as a quorum is present, on the first and third Tuesday ofeach month in the Board Room, 1555-H at 111 North Hope Street, Los Angeles, effective immediately upon adoption of this resolution. Except as expressly amended herein, all ofthe terms and provisions of said Rules shall remain in fun force and effect.

BE IT FURTHER RESOLVED, that the Secretary ofthis Board is hereby directed to give notice ofthis change in the regular meeting time ofthe Board to all persons and organizations who have evidenced interest in such meeting.

Approval moved by Commissioner Noonan.

Seconded by Commissioner Holoman and carried by the following vote:

Ayes, Commissioners Holoman, Noonan, President Sayles;

Noes, None.

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

ITEM NO. 32 A - A report from the Interim Chief Financial Officer showing receipts, disbursements, and cash balances ofthe Water and Power Revenue Funds for the month ending January 31,2011, as follows:

REVENUE FUNDS (in thousands)

WATER POWER Beginning Balance, January 1, 2011 $ 263.416 $ 517.995

ADD: Customer Collections 114,147 310,198 DWP Interfund Transfers 33,928 29,642 IPP Subordinated Notes 11,357 Other City Departments 34.084 10529 •

Total Receipts $ 182,159 $ 361.726

LESS: Payments to Vendors 41,724 181,099 Payrolls 30,715 67,830 DWP Interfund Transfers 39,911 60,883 SewerlUtility Taxes 37,334 49,608 Other City Departments 95 347 Bond Redemption and Interest 62 341 Total Disbursements $ 149,841 $ 360,108

Ending Balance, January 31, 2011 $ 295,734 $ 519.613 SPECIAL MEETING OF COMMISSIONERS (Continued) MARCH 1,2011, 1:33 P.M. Page 22

ITEM NO. 32 B - Monthly report ofactivities for the following units:

• Water System (January 2011).

• Power System (December 2010).

• Joint System (December 2010).

• Financial Services Organization (January 2011).

ITEM NO. 32 C - Reports for informational purposes:

• Industrial Economic and Administrative Survey (lEA) Recommendations

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

A. Existing litigation in the following matter:

1. Hollywood Panorama Tower, Inc. v. City of Los Angeles Department of Water and Power, Los Angeles Superior Court Case Number BC275388, pursuant to subdivision (a) of Section 54956.9 ofthe California Government Code.

B. Anticipated litigation in the following matters:

1. Discussion regarding initiation of litigation (2 cases), pursuant to Subdivision (c) of Section 54956.9 of the California Government Code.

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

C.

1. Pursuant to California Government Code Section 54957.6, the Board will meet in closed session with its labor negotiators (the Department's General Manager) concerning labor negotiations with the following employee bargaining representatives:

International Brotherhood ofElectrical Workers, Local 18

Los Angeles Water and Power Dispatchers Associations (Load Dispatcher

Management Employees Association (Management Employees Unit),

Association ofConfidential Employees

MEETING RECESSED at 2:05 p.m.

MEETING RECONVENED at 2:33 p.m. SPECIAL MEETING OF COMMISSIONERS (Continued) MARCH 1,2011, 1:33 P.M. Page 23

Los Angeles, California, March 1,2011

MINUTES OF CLOSED SESSION OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES HELD IN ROOM 1555-H MARCH 1,2011 2:33 P.M.

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

Present - Commissioners: President Sayles Eric Holoman Christina E. Noonan

Absent- Jonathan Parfrey

A quorum present

In attendance were the following:

Ronald O. Nichols, General Manager Greg Adams, Deputy City Attorney Martin L. Adams, Director of Water Operations Aram H. Benyamin, Senior Assistant General Manager Power System Joseph Brajevich, Assistant General Counsel, Water and Power Richard M. Brown, General Counsel, Water and Power Anat Ehrlich, Assistant City Attorney Rose M. Garcia, Director ofLabor Relations Wendy Genz, Deputy City Attorney John C. Kokoska, Interim Executive Director ofEmployee Services Michelle Lyman, Deputy City Attorney James B. McDaniel, Senior Assistant General Manager Water System Lorraine Paskett, Senior Assistant General Manager Sustainabi1ity Programs and External Affairs Julie Riley, Deputy City Attorney Ann M. Santilli, Interim Chief Financial Officer Mark J. Sedlacek, Director of Environmental Affairs Eskel H. Solomon, Assistant City Attorney Cecilia K.T. Weldon, Chief Administrative Officer

Also, in attendance:

Gregg Kettles, Mayor's Office

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

Anticipated litigation in the following matter:

ITEM NO. 33 B2 - Discussion regarding significant exposure to litigation (1 case), pursuant to Subdivision (b)( 1) of Section 54956.9 ofthe California Government Code.

Discussion held - no action taken. ------~----- :c---~~-~--~---.~~ .-,...... ,.-=;:....-==--~-=--:-:::=-~=

SPECIAL MEETING OF COMMISSIONERS (Continued) MARCH 1,2011, 1:33 P.M. Page 24

Existing litigation in the following matter:

ITEM NO. 33 Al- Hollywood Panorama Tower, Inc. v. City of Los Angeles Department of Water and Power, Los Angeles Superior Court Case Number BC275388, pursuant to subdivision (a) ofSection 54956.9 of the California Government Code

Discussion held - action taken. Resolution adopted.

Commissioner Holoman moved adoption of the following resolution, approved as to form and legality by the City Attorney:

Authorizes payment of$500,000.00 to Goodkin and Lynch, LLP and Hollywood Panorama Tower, Inc., in full compromise and complete settlement ofcase entitled Hollywood Panorama Tower, Inc. v. City ofLos Angeles Department of Water and Power, Los Angeles Superior Court Case Number BC275388.

RESOLUTION NO. 011-224

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the Chief Accounting Employee be, and is hereby authorized and directed, upon proper certification, to authenticate and deliver to the City Attorney a demand on the Power Revenue Fund in the total sum of $500,000.00, payable to Goodkin and Lynch, LLP and Hollywood Panorama Tower, Inc., in full compromise and complete settlement of Hollywood Panorama Tower, Inc. v. City ofLos Angeles Department of Water and Power, LASC Case No. BC275388, which arose out of an incident that occurred on December 6, 2001, at 6290 Sunset Boulevard, Los Angeles, CA. The City Attorney is hereby authorized to deliver said demand to Plaintiffs attorney upon the receipt of a properly executed Request for Dismissal and Full Release ofAll Claims.

Seconded by Commissioner Noonan and carried by the following vote:

Ayes, Commissioners Holoman, Noonan, President Sayles;

Noes, None.

Anticipated litigation in the following matter:

ITEM NO. 33 Bl (1 st case) - Discussion regarding initiation oflitigation (2 cases), pursuant to Subdivision (c) ofSection 54956.9 ofthe California Government Code.

Discussion held - no action taken.

ITEM NO. 33 Cl - Pursuant to California Government Code Section 54957.6, the Board will meet in closed session with its labor negotiators (the Department's General Manager) concerning labor negotiations with the following employee bargaining representatives:

International Brotherhood of Electrical Workers, Local 18

Los Angeles Water and Power Dispatchers Associations (Load Dispatcher Unit),

Management Employees Association (Management Employees Unit),

Association of Confidential Employees

Discussion held - no action taken. SPECIAL MEETING OF COMMISSIONERS (Continued) MARCH 1,2011, 1:33 P.M. Page 25

Anticipated litigation in the following matter:

ITEM NO. 33 Bl (2 nd case) - Discussion regarding initiation oflitigation (2 cases), pursuant to Subdivision (c) of Section 54956.9 ofthe California Government Code.

This item was deferred.

COMMISSIONER NOONAN moved the meeting be adjourned.

Seconded by Commissioner Sayles and carried by the following vote:

Ayes, Commissioners Holoman, Noonan, President Sayles;

Noes, None.

MEETING ADJOURNED at 4:34 p.m.

An announcement was made in the Board Room regarding adoption ofa resolution pertaining to the settlement ofLos Angeles Superior Court Case Number BC275388.

SIGNED:

~AJ>ClAltt.·~ SECRETARY

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