Los Angeles, California, September 7, 2010

Transcription

1 Los Angeles, California, September 7, 2010 MINUTES OF REGULAR MEETING OF IRE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES HELD IN ROOM 1555-H SEPTEMBER 7, :21 A.M. Meeting called to order by President Lee Kanon Alpert and roll called: Present - Commissioners: Absent- President Alpert Eric Holoman Jonathan Parfrey Thomas S. Sayles Christina Noonan IN ATTENDANCE were the following: Austin Beutner, Aram H. Benyamin, Joseph Brajevich, John X. Chen, Mario C. Ignacio, James B. McDaniel, Raman Raj, General Manager Senior Assistant General Manager - Power System, Power System Assistant General Counsel, Water and Power, City Attorney's Office Executive Director of Customer Service, Joint System Interim Chief Financial Officer, Financial Services Organization Senior Assistant General Manager - Water System, Water System Chief Operating Officer ITEM NO.1 - Opening remarks were made by the Commission President 011 agenda and other items relating to Department operations, including: Appointments to Board Committees A written recommendation, approved by the General Manager, transmitting the following resolution, approved as to form and legality by the City Attorney: Commissioner Sayles moved adoption ofthe fonowing resolution, approved as to form and legality by the City Attorney: ITEM NO. 34- Honors Norma Castillo, ofthe Customer Service Division upon completion of 40 years ofdepartment service. RESOLUTION NO WHEREAS, Norma Castillo has achieved 40 years ofservice with the Department ofwater and Power ofthe City oflos Angeles; and WHEREAS, Norma Castillo began her career in JlUle 26, 1968, as a Clerk Typist in the Bookkeeping Unit ofthe Customer Service Division and throughout her career has promoted to more responsible positions including Supervisor, ofthe Customer Contact Center Training Unit, in the Customer Scrvice Division.

2 SEPTEMBER 7, 2010, 10:21 A.M. Page 2 NOW, THEREFORE, BE IT RESOLVED, that the Board ofwater and Power Commissioners on behalfofthe management ofthe Department, its employees, and the citizens oflos Angeles commends Norma Castillo for a career distinguished by her dedication and expertise, and expresses its sincere appreciation of40 years of service. 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 Norma Castillo in recognition ofher long and faithful service. Seconded by Commissioner Holoman and carried by the following vote: Ayes, Commissioners Holoman, Pamey, Sayles, President Alpert; ITEM NO.2 - A reportlbriefing was given by the General Manager. ITEM NO A written recommendation was received from the Chief Operating Officer and 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, recommending approval ofmodifications to the current Los Angeles Department of Water and Power Solar Incentive Program Guidelines. Commissioner Parfrey moved to defer this item. Seconded by Commissioner Holoman and carried by the following vote: Ayes, Commissioners Holoman, Parfrey, Sayles, President Alpert; ITEM NO.2 (Con'd) - A reportlbriefing was given by the ChiefOperating Officer. ITEM NO.3 - Comments and/or requests from Commissioners relating to Department operations. Commissioner Alpert - Requested that the Board get an update on the status ofthe Local Bid Preference issue at the next board meeting. Commissioners SayleslHoloman - Requested that staff provide a report on how the Department will properly collateralize Infrastructure loans made to individuals who do not own property. ITEM NO.1 (Cont'd) - Opening remarks were made by the Commission President on agenda and other items relating to Department operations. An announcement was made concerning the new configuration and appointments to Board Standing Committees, as follows: INVESTMENT COMMITTEE REPRESENTIVE Eric Holoman

3 SEPTEMBER 7,2010,10:21 A.M. Page 3 INYOILOS ANGELES STANDING COMMITTEE Jonathan Parfrey, Chair Christina E. Noonan (tentative) PERSONNEL RELATIONS COMMITTEE Jonathan Parfrey, Chair Christina E. Noonan RETIREMENT BOARD REPRESENTATI"'\lE Christina E. Noonan AD HOC AUDIT COMMITTEE Thomas S. Sayles, Chair Lee Kanon Alpert AD HOC CUSTOMER/COMMUNITY RELATIONS, NEIGHBORHOOD COUNCIL AND LOW INCOMEILIFELINE OUTREACH COMMITTEE Thomas S. Sayles, Chair Lee Kanon Alpert AD HOC ECONOMIC DEVELOPMENT, STRATEGIC RECRUITMENT AND HIRING COMMITTEE Eric Holoman, Chair Thomas S. Sayles AD HOC SECURITYIEMERGENCY PREPAREDNESS, RESPONSE AND THREAT ASSESSMENT Lee Kanon Alpert, Chair Jonathan Parfrey A written recommendation, approved by the General Manager, transmitting the following resolutions, approved as to form and legality by the City Attorney: Commissioner Sayles moved adoption ofthe following resolution, approved as to form and legality by the City Attorney: ITEM NO. 38- Appointments, under Charter 11 04( c), ofa member ofthe Board ofwater and Power Commissioners, to serve ex officio on the Board ofadministration ofthe Water and Power Employees' Retirement Plan. RESOLUTION NO WHEREAS: a. The Los Angeles City Charter provides that among the ex officio members ofthe Board of Administration ofthe Water and Power Employees' Retirement Plan ("WPERP") is "one Board ofwater and Power Commissioner selected by that board." Charter 1104( c). Rules 25 and 26 ofthe Board's rules implement the Charter provision by calling for the Board to make such selections. b. Commission President Lee Kanon Alpert served as this Board's ex officio member on that board. Effective August 17,2010 he resigned from that appointment, thereby creating a vacancy in that office. NOW, THEREFORE, BE IT RESOLVED: Pursuant to Charter 1104(c), Commissioner Christina Noonan is hereby appointed by this Board as its ex officio appointee to the Board ofadministration ofthe WPERP.

4 ------~, ~~ REGULAR MEETING OF COMMISSIONERS (Continued) SEPTEMBER 7,2010, 10:21 A.M. Page 4 Seconded by Commissioner Holoman and carried by the following vote: Ayes, Commissioners Holoman, Parfrey, Sayles, President Alpert; Commissioner Holoman moved adoption ofthe following resolution, approved as to form and legality by the City Attorney: ITEM NO.6-Honors Bennie Cola, Jr. ofthe Customer Service Division upon completion of 40 years ofdepartment service. RESOLUTION NO WHEAREAS, Bennie Cola Jr. has achieved 40 years of service with the Department ofwater and Power ofthe City oflos Angeles; and WHEREAS, Bennie Cola Jr. began his career on July 28, 1964 as a Meter Reader in the Customer Service Division and throughout his career has promoted to more responsible positions. NOW, THEREFORE, BE IT RESOLVED, that the Board ofwater and Power Commissioners on behalf ofthe management ofthe Department, its employees, and the citizens oflos Angeles commends Bennie Cola Jr. for a career distinguished by his dedication and expertise, and expresses its sincere appreciation of40 years of service. 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 Bennie Cola Jr. in recognition ofhis long and faithful service. Seconded by Commissioner Sayles and carried by the following vote: Ayes, Commissioners Holoman, Parfrey, Sayles, President Alpert; 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 ofthe Board. Written recommendations, approved by the General Manager, transmitting the following resolutions, approved as to form and legality by the City Attorney: Commissioner Parfrey moved adoption ofthe following twenty resolutions, approved as to form and legality by the City Attorney, including approval ofthe Board Minutes: ITEM NO.5 - Approval ofthe minutes ofthe July 22, 2010, special meeting ofthe Board ofwater and Power Commissioners. ITEM NO.8 - Authorizes award ofspecification No. 153 for Transformers, 34.4-kV, Three Phase, Padmount with Standard Base, to Shihlin Electric USA for a total amount not to exceed $2,558,550 for a term of one year with two optional one-year extensions. Submitted by Chief Operating Officer, Senior Assistant General Manager - Power System, and Chief Administrative Officer.

5 SEPTEMBER 7, 2010, 10:21 A.M. Page 5 RESOLUTION NO WHEREAS, Shihlin Electric USA (Shihlin) is the lowest responsible and responsive bidder under Specifications No. 153; and WHEREAS, this contract is for transformers, 34.4-kV, three-phase, padmount with standard base, and the Los Angeles Department ofwater and Power's (LADWP) Power System recommends award ofthis contract. NOW, THEREFORE, BE IT RESOLVED that Shihlin is awarded Contract No. 153 for an amount not to exceed $2,558,550, for a term ofone year with two optional one-year extensions, under Specifications No. 153, 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 ofladwp, upon proper certification, is hereby authorized and directed to draw demands upon the Power Revenue Fund in accordance with the terms ofthis contract awarded pursuant to Specifications No. 153 and this Resolution. 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 the Acting Secretary ofthe Board are hereby authorized, empowered, and directed to execute said contract for and on behalfofladwp. ITEM NO.9 - Authorizes award ofspecification No. 161 for Circuit Breakers, Power, SF6 Gas, 34.5-kV for Receiving Station A, to McAvoy & Markham Engineering and Sales Co. for an amount not to exceed $3,791,502 for a term ofthree years. Submitted by Chief Operating Officer, Senior Assistant General Manager - Power System, and Chief Administrative Officer. RESOLUTION NO WHEREAS, McAvoy & Markham Engineering and Sales Co. (McAvoy & Markham) is the lowest bidder under Specifications No. 161; and WHEREAS, this contract is for 34.5-kV, SF6 gas, circuit breakers to replace all ofthe circuit breakers at Receiving Station A and for training and engineering services, and the Los Angeles Department ofwater and Power's (LADWP) Power System recommends award ofthis contract. NOW, THEREFORE, BE IT RESOLVED that McAvoy & Markham is awarded Contract No. 161 for an amount not to exceed $3,791,502 for a term ofthree years, under Specifications No. 161, approved as to form and legality by the City Attorney and on file with the Secretary ofthe Board. BE IT FURTHER RESOLVED that pursuant to City Charter Section 1022, the Board finds that the work can be performed more feasibly by independent contractors than by City employees. BE IT FURTHER RESOLVED that the ChiefAccounting Employee ofthe LADWP, upon proper certification, is hereby authorized and directed to draw demands upon the Power Revenue Fund in accordance with the terms ofthis contract awarded pursuant to Specifications No. 161 and this Resolution. 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 the Acting Secretary ofthe Board are hereby authorized, empowered, and directed to execute said contract for and on behalfofladwp.

6 SEPTEMBER 7,2010, 10:21 A.M. Page 6 ITEM NO Authorizes award ofspecification No for Services to Upgrade Castaic Power Plant Elevator Control System, to T.RE. Elevator Inc. for an amount not to exceed $435,371 for a one-time purchase. Submitted by Chief Operating Officer, Senior Assistant General Manager - Water System, and Chief Administrative Officer. RESOLUTION NO WHEREAS, T.RE. Elevator Inc. (T.RE.) is the lowest responsible and responsive bidder under Specifications No. 7208; and WHEREAS, this contract is for services for upgrading Castaic Power Plant elevator controls, and the Los Angeles Department ofwater and Power's (LADWP) Power System recommends award ofthis contract. NOW, THEREFORE, BE IT RESOLVED that TRE is awarded Contract No for an amount not to exceed $435,371, approved as to form and legality by the City Attorney and on file with the Secretary ofthe Board. BE IT FURTHER RESOLVED, that pursuant to City Charter Section 1022, the Board finds that the work can be performed more economically or feasibly by independent contractors than by City employees. 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 this contract awarded pursuant to Specifications No and this resolution. 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 the Acting Secretary ofthe Board are hereby authorized, empowered, and directed to execute said contract for and on behalfof LAD WP. ITEM NO Authorizes award of Specification No for Cable System, 138-kV, Cross-Linked Polyethylene Insulated Cable System, to Taihan Electric USA, Ltd., for a total amount not to exceed $5,399,825 for a term ofthree years. Submitted by Chief Operating Officer, Senior Assistant General Manager - Power System, and Chief Administrative Officer. RESOLUTION NO WHEREAS, Taihan Electric USA, Ltd., is the lowest responsible and responsive bidder and the second lowest monetary bidder under Specifications No. 7278; and WHEREAS, this contract is for a 138-kV cross-linked polyethylene insulated cable system and for training and engineering services, and the Los Angeles Department of Water and Power's (LADWP) Power System recommends award of this contract. NOW, THEREFORE, BE IT RESOLVED that Taihan Electric USA, Ltd., is awarded the contract for an amount not to exceed $5,399,825, for a term ofthree years, under Specifications No. 7278, approved as to form and legality by the City Attorney and on file with the Secretary ofthe Board. BE IT FURTHER RESOLVED that pursuant to City Charter Section 1022, the Board finds that the work can be performed more feasibly by independent contractors than by City employees. 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 terms ofthe contract awarded pursuant to Specifications No and this Resolution.

7 SEPTEMBER 7,2010, 10:21 A.M. Page 7 BE IT FURTHER RESOLVED that the President or Vice President ofthis Board, or 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 behalfofladwp. ITEM NO Authorizes execution ofagreement No with the United States Army Corps ofengineers to provide services for construction ofgroundwater monitoring wells in the Tujunga Area and the San Fernando Basin, for a total amount not to exceed $9,500,000 for term offive years. Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System. RESOLUTION NO WHEREAS, the Los Angeles Department ofwater and Power (LADWP) is seeking to continue it two year collaboration with the United States Environmental Protection Agency (USEP A) by assisting USEP A with its ongoing investigation ofgroundwater contamination in the Tujunga Area; and WHEREAS, the United States Army Corps ofengineers (USACE) constructs the groundwater monitoring wells used by USEPA; and WHEREAS, the LADWP proposes to enter into Agreement No with USACE, to provide services for construction ofgroundwater monitoring wells in the Tujunga Area and the San Fernando Basin for a total offive years and an amount not to exceed $9,500,000. NOW, THEREFORE, BE IT RESOLVED, that the proposed Agreement No , approved as to form and legality by the City Attorney and filed with the Secretary and the Board, between LADWP and the USACE, be and the same is hereby approved. BE IT FURTHER RESOLVED, that the ChiefAccounting Employee ofladwp, upon proper certification, is authorized and directed to draw demands on the Water Revenue Fund in payment ofthe obligations arising under this Agreement. 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 Secretfu-y, or the Acting Secretary ofthe Board are hereby authorized, empowered, and directed to execute said Agreement, as substantially attached, for and on behalfofladwp. ITEM NO Adopts the Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program for the Owens Dry Lake Phase 8 Dust Control Measures Project. This resolution also approves the Project, authorizes its construction, and approves the payment for permit and mitigation costs. The estimated cost is $45,000,000 with a duration of20 months. Submitted by Chief Operating Officer, Senior Assistant General Manager - Sustainability Programs and External Affairs, and Senior Assistant General Manager - Water System. RESOLUTION NO WHEREAS, the LADWP is currently implementing the Owens Lake Dust Mitigation Program (OLDMP) on Owens Dry Lake to control dust emissions in order to meet the federal particulate matter (PM 1 0) air quality standard; and WHEREAS, the LADWP is to comply with the terms ofthe variance granted by the Great Basin Unified Air Pollution Control District (GBUAPCD) in 2009 (Docket No. GB09-06, Hearing Date September 25,2009); and

8 SEPTEMBER 7, 2010, 10:21 AM. Page 8 WHEREAS, the proposed Owens Dry Lake Phase 8 Dust Control Measures Project (Project) will be implemented in compliance with the variance to reduce dust emissions from 2.03 square miles ofplaya on Owens Dry Lake identified by GBUAPCD as emissive; and WHEREAS, dust control measures must be implemented in a manner that is consistent with the laws and the Constitution ofthe State ofcalifornia, the Los Angeles City Charter, and the public trust doctrine. NOW, THEREFORE, BE IT RESOLVED that the City oflos Angeles Board ofwater and Power Commissioners (Board) recognizes that a study was made ofthe environmental effects ofthe proposed Project, including its construction and operation. This study is embodied in the Initial StudylMitigated Negative Declaration (ISIMND) on file with the Secretary ofthis Board. This Board has reviewed and considered the information contained in such document, which is incorporated in this Resolution, and made a part hereof. BE IT FURTHER RESOLVED that this Board makes the following findings and determinations with respect to the proposed Project: An IS/MND was prepared, which analyzed the potential environmental impacts associated with the construction and operation ofthe proposed Project. The ISIMND was made available for public review from July 19,2010 through August 17, BE IT FURTHER RESOLVED that a Mitigation Monitoring and Reporting Program (MMRP) has been developed to ensure implementation ofthe mitigation measures outlined in the MND for the proposed Project. The MMRP has been prepared by the LADWP, the lead agency for the proposed Project under the California Environmental Quality Act (CEQA), in conformance with Public Resources Code Section and CEQA Guidelines Section Adoption ofa MMRP is required for projects in which the lead agency has required changes or adopted mitigation to avoid significant environmental effects. BE IT FURTHER RESOLVED that LADWP shall have primary responsibility for administrating the MMRP activities to staff, consultants, or contractors. LADWP has the responsibility ofensuring that monitoring is documented through periodic reports and that deficiencies are promptly corrected. LADWP's designated environmental monitor will track and document compliance with mitigation measures, note any problems that may result, and take appropriate action to remedy problems. Specific responsibilities ofladwp include: Coordination ofall mitigation monitoring activities Management ofthe preparation, approval, and filing ofmonitoring or permit compliance reports Maintenance ofrecords concerning the status ofall approved mitigation measures Coordination with other agencies BE IT FURTHER RESOLVED that LADWP will act as the contact for interested parties who wish to register comments or complaints. Any person or agency may file a complaint that states noncompliance with the mitigation measures that were adopted as part ofthe approval process for the proposed Project. The complaint shall be directed to the LADWP (111 North Hope Street, Los Angeles, California 90012) in written form, providing detailed information on the purported violation. The LADWP shall conduct an investigation and determine the validity ofthe complaint. Ifnoncompliance with a mitigation measure is verified, the LADWP shall take the necessary action( s) to remedy the violation. The complainant shall receive written confirmation indicating the results ofthe investigation or the final corrective action that was implemented to respond to the specific noncompliance issue. This IS/MND, now before this Board, identifies the following impacts that are potentially significant unless mitigation is incorporated and proposes mitigation measures and a program for implementation, over which LADWP will maintain oversight and act as monitoring agent. The MMRP is included as Attachment 3.

9 SEPTEMBER 7, 2010, 10:21 A.M. Page 9 BE IT FURTHER RESOLVED that this Board finds that with the implementation ofthe above mitigation measures, potential impacts to air quality, biological resources, cultural resources, and transportation and traffic cultural resources will be less than significant. BE IT FURTHER RESOLVED that this Board has reviewed and considered the information as contained in the proposed ISIMND and that the ISIMND reflects the independent judgment and analysis ofthis Board. BE IT FURTHER RESOLVED that this Board further finds that it has considered the public comments on the ISIMND and the responses ofthe staff thereto, and finds on the basis ofthe whole record that there is no substantial evidence that the proposed Project may have a significant effect on the environment. BE IT FURTHER RESOLVED that this Board adopts the ISIMND, requires implementation of the mitigation measures, adopts the MMRP, approves the proposed Project, authorizes its construction, and approves the payment for permit and mitigation costs associated with this Project. BE IT FURTHER RESOLVED that LADWP shall file a Notice of Determination with the Inyo County Clerk that finds that this Board has adopted the ISIMND for the Project, that the Board has adopted the MMRP, and that there is no substantial evidence in light ofthe whole record that the Project may have a significant effect on the environment. BE IT FURTHER RESOLVED that the Sustainability Programs and External Affairs Division will be the custodian ofthe record ofproceedings for this Project. ITEM NO Authorizes execution ofmemorandum ofunderstanding with Utility Water Act Group, to provide for LADWP continued membership in the Utility Water Act Group through September 30, 2015, for an amount not to exceed $100,000 per year or $300,000 for the term ofthis MOU. Submitted by Chief Operating Officer and Senior Assistant General Manager - Sustainability Programs and External Affairs. RESOLUTION NO WHEREAS, there is vital need for electric utilities to maintain a forum for the mutual exchange ofideas, to conduct research, to establish such methods ofoperations with respect to wastewater discharge as will inure to the benefit ofthe Nation's environment, and to coordinate such activities with those ofthe United States Environmental Protection Agency; and WHEREAS, the UTILITY WATER ACT GROUP (UWAG) is an association of approximately 214 electric utilities plus three (3) trade associations located throughout the United States and is the only such association that is actively engaged in accomplishing the above purposes in addition to actively monitoring and coordinating federal guidelines and. regulations for wastewater discharge from electric generating stations; and WHEREAS, UW AG's overal1 operations are conducted by representatives ofits member agencies and does not employ its own personnel; and WHEREAS, it is in the best interest ofthe Department ofwater and Power ofthe City of Los Angeles (LADWP) that it continue to support UWAG in the attainment ofthese mutual goals. NOW, THEREFORE BE IT RESOLVED that this Memorandum of Understanding (MOU), approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board, between LADWP and UWAG, providing the LADWP's continued membership in UWAG through September 30, 2015, and providing for the appropriation ofan amount not to exceed $100,000 per year or $300,000 for the term ofthis MOU to defer a portion ofthe expenses ofuwag, be and the same is hereby approved; and

10 --~c--- --~"7:.::_::::_:_'_-_-_--,.' -----~ = REGULAR MEETING OF COMMISSIONERS (Continued) SEPTEMBER 7, 2010,10:21 A.M. Page 10 BE IT FURTHER RESOLVED that the Chief Accounting Employee oflad WP, upon proper certification, is authorized and directed to draw demands on the Water Revenue Fund in payment ofthe obligations arising under this MOU; and 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 as his designee, and the Secretary, Assistant Secretary or the Acting Secretary ofthis Board are hereby authorized, empowered, and directed to execute said MOU for and on behalf ofthe LADWP. ITEM NO Authorizes refund ofan overpayment in the amount of$232, to The Cheesecake Factory, Inc., for the account located Santa Monica Boulevard, A654, Los Angeles, California Submitted by Chief Operating Officer and Chief Administrative Officer. RESOLUTION NO WHEREAS, The Cheesecake Factory Inc. (The Cheesecake Factory) located at Santa Monica Boulevard, A654, Los Angeles, California 90067, is a City oflos Angeles Department ofwater and Power (LADWP) customer; and WHEREAS, The Cheesecake Factory's Meter Number APMYD was found to be a sub-meter to Meter Number APMYD assigned to Century City Mall, LLC, located at Santa Monica Boulevard, Los Angeles, California 90067; and WHEREAS, The Cheesecake Factory's Meter Number APMYD and Century City Mall, LLC Meter Number APMYD were registered and billed for the same consumption from April 22, 2008 to February 12,2010; and WHEREAS, the corrected billing resulted in a customer credit to be refunded for overpayment in the amount of$232, NOW, THEREFORE, BE IT RESOLVED that The Cheesecake Factory shall be refunded for the overpayment amount of$232,206a7 for the period ofapril 22, 2008 to February 12, 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 current obligation referenced. BE IT FURTHER RESOLVED that the President or the 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, empowered, and directed to execute said Resolution. ITEM NO. 21- Authorizes execution ofoptical Fiber Lease Agreement No. FO /201O and Short Form IRU-01 Lease Agreement (Agreement No. FO /2010) with Seven Satellite Pty Limited, dba in California at Seven Network Australia Inc., to provide the Indefeasible Right ofuse ofa certain component ofthe LADWP's fiber optic network between IS 1565, Santa Monica Boulevard, Los Angeles California, 3440 Motor Avenue, Los Angeles, and Culver Boulevard, Los Angeles, California, for a term offive years. Submitted by Chief Operating Officer and Chief Administrative Officer.

11 SEPTEMBER 7,2010, 10:21 A.M. Page 11 RESOLUTION NO WHEREAS Optical Fiber Use Lease Agreement No. FO-622-0S/2010 and Short Form IRU-Ol Lease Agreement No. FO-623-0S/201O, between the Department ofwater and Power ofthe City oflos Angeles (LADWP) and Seven Satellite Pty Limited, dba in California as Seven Network Australia Inc., grants to Seven Network Australia the Indefeasible Right ofuse ofa 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 of Water 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-622-0S/201O and Short Form IRU-Ol Lease Agreement No. FO-623-0S/20l0 are replacement agreements for Agreement Nos. FO /200S and FO /200S, which will expire on October 19,2010; and WHEREAS Optical Fiber Use Lease Agreement No. FO-622-0S/201O and Short Form IRU-Ol Lease Agreement No. FO-623-0S/201O shall commence on October 20, 2010, and shall have a concurrent initial term ofone (1) year, which shall automatically renew each year up to the fifth (Sth) anniversary, or October 20, 20IS. Thereafter, Optical Fiber Use Lease Agreement No. FO-622-0S/201O and Short Form IRU-Ol Lease Agreement No. FO-623-0S/2010 may be renewed yearly upon mutual written consent ofboth parties, subject to any market rate adjustment set by LADWP pursuant to Charter Section 607(b); and NOW, THEREFORE, BE IT RESOLVED that the proposed Optical Fiber Use Lease Agreement No. FO-622-0S/201O and Short Form IRU-Ol Lease Agreement No. FO-623-0S/2010, approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board, between LADWP and Seven Satellite Pty Limited, dba in California as Seven Network Australia 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-622-0S/20IO and Short Form IRU-Ol Lease Agreement No. FO-623-0S/20l0, respectively for and on behalf of theladwp. ITEM NO Authorizes execution ofshort Form IRU-02 Lease Agreement (Agreement No. FO /201O) with GlobeCast North America, to provide the Indefeasible Right of Use ofa certain component ofthe LADWP's fiber optic network between IS 1378, 1440 South Sepulveda, Los Angeles California and Telecom Room, IOS2S Washington Boulevard, Culver City, California, for a term of 18 months. Submitted by Chief Operating Officer and ChiefAdministrative Officer. RESOLUTION NO WHEREAS Short Form IRU-02 Lease Agreement No. FO /201O, between the Department ofwater and Power ofthe City oflos Angeles (LADWP) and GlobeCast North America grants to GlobeCast North America the Indefeasible Right of Use ofa 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 of Water 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 LAD WP operations; and

12 SEPTEMBER 7,2010, 10:21 A.M. Page 12 WHEREAS the term ofshort Form IRU-02 Lease Agreement No. FO /201O is approximately one and one-half (1 ~) years, expiring March 6,2012, the expiration date ofthe Optical Fiber Lease Agreement No. FO dated March 7,2007. NOW, THEREFORE, BE IT RESOLVED that the proposed Short Form IRU-02 Lease Agreement No. FO /20 I 0, approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board, between LADWP and GlobeCast North America, be and the same is hereby approved. 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, the Assistant Secretary or the Acting Secretary ofthis Board be and they are hereby authorized, empowered, and directed to execute said Short Form IRU-02 Lease Agreement No. FO /201O, respectively for and on behalf ofladwp. ITEM NO. 23 -Authorizes execution ofshort Form IRU-12 Lease Agreement (Agreement No. FO /2010) with Sohonet, Inc., to provide the Indefeasible Right ofuse ofa certain component ofthe LADWP's fiber optic network between CS-270, West Olympic Boulevard, Los Angeles California and RS-H, 936 North Poinsettia Place, Hollywood, California, for a term offive years. Submitted by Chief Operating Officer and Chief Administrative Officer. RESOLUTION NO WHEREAS this Short Form IRU-12 Lease Agreement No. FO /2010, between the Department of Water and Power ofthe City of Los Angeles (LADWP-) and Sohonet Inc., grants to Sohonet Inc. the Indefeasible Right of Use 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 the term ofshort Form IRU-12 Lease Agreement No. FO /2010 is three years, expiring on March 2,2011, the expiration date ofthe Optical Fiber Lease Agreement No. FO l2006 dated March 2, NOW, THEREFORE, BE IT RESOLVED that the proposed Short Form IRU-12 Lease Agreement No. FO /201O, approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board; between LAD WP and Sohonet Inc., be and the same is 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 Short Form IRU-12 Lease Agreement No. FO /201O for and on behalfofthe LADWP. ITEM NO Authorizes execution of Master Terms and Conditions (Agreement No. FO /201O) and Service Order No with Telx - Los Angeles, LLC for Lease ofcolocation Space, to provide the use ofcollocation space at the Meet-Me-Room of 600 West 7tl! Street, Los Angeles, California. The total amount will not exceed $120,000 for one year with two one-year renewal options. Submitted by Chief Operating Officer and Chief Administrative Officer.

13 SEPTEMBER 7, 2010, 10:21 A.M. Page 13 RESOLUTION NO WHEREAS this Master Terms and Conditions, Agreement No. FO , (Agreement) and Service Order No (Service Order) with Telx - Los Angeles, LLC provides the Department ofwater and Power of the City oflos Angeles (LADWP) the right to utilize telecommunications colocation space at 600 West 7th Street; and WHEREAS Service Orders will be placed to secure the services relating to locating certain communications and information technology equipment, cabling, and other related activities in the colocation space and will be incorporated as part ofthe Agreement; and WHEREAS the Service Order No will establish LADWP's point-of-presence and interconnection capability for dark fiber and transport services to maintain the established colocation space to house and power LADWP's network components; and WHEREAS additional Service Orders will be placed as-needed, subject to a total expenditure cap of$120,000 per year for a maximum term ofthree years; and WHEREAS the Board finds that the colocation space is necessary for LADWP to provide communications transport service. This open access communications transport service brings a new source ofrevenue by marketing our existing telecommunication infrastructure to various industries. The service to be provided is not presently needed for LADWP purposes and the grant ofthis service will not interfere with LADWP purposes. NOW, THEREFORE, BE IT RESOLVED that the Agreement and Service Order, approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board, between LADWP and Telx - Los Angeles, LLC, be and the same is hereby approved. BE IT FURTHER RESOLVED that the Board of Water and Power Commissioners finds that the services offered by Telx - Los Angeles, LLC are unique to its location and facilities and therefore competitive bidding is not practicable or advantageous for purposes ofthis Agreement pursuant to Los Angeles Administrative Code section 1O.15(a)(2). BE IT FURTHER RESOLVED that the Chief Accounting Employee ofthe LADWP, upon proper certification, is authorized and directed to draw demands on the Water Power Revenue Fund in payment ofthe obligations arising under this Agreement and Service Order. 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 of the Board be and they are hereby authorized and directed to execute said Agreement and Service Order for and on behalf ofthe LADWP. ITEM NO Authorizes execution ofmaster Service Agreement (Agreement No. FO /2010) with Equinix Operating Co., Inc., for Lease ofcolo cation Space, to provide continual use of colocation space at the 818 West 7 th Street, Los Angeles, California. The total amount will not exceed $120,000 for one year with two one-year renewal options. Submitted by Chief Operating Officer and Chief Administrative Officer. RESOLUTION NO WHEREAS this Master Service Agreement No. FO /2010 (Agreement) and associated Service Order with Equinix Operating Co., Inc. (Equinix), grants the Department of Water and Power of the City of Los Angeles (LADWP) with continual use ofequinix' telecommunications colocation space at 818 West ih Street, Los Angeles, California (818 West 7 th Street); and

14 SEPTEMBER 7,2010,10:21 A.M. Page 14 WHEREAS this Agreement replaces the expired Master Service Agreement No. FO /2001, for the point-of-presence at 818 West 7 th Street, which was authorized by Resolution No on June 19,2007; and WHEREAS this Agreement provides LADWP with the continual use ofcolocation space at 818 West 7 th Street for a term ofthree years, effective July 1,2010 through June 30, 20l3; and WHEREAS the Service Order, also referred to as Manual Service Order, itemize the services ordered by LADWP at 818 West 7 th Street for a term ofone year, effective July 1,2010 through June 30, 2011; and WHEREAS the Equinix colocation space serves LADWP telecommunication needs as well as provides a connection hub for LADWP to lease fiber optic services that generate potential revenues. Furthermore, LADWP's continual presence at 818 West 7 th Street is necessary to avoid interruptions to LADWP network and leased services to external customers; and WHEREAS the Manual Service Order indicates the cost to maintain LADWP's point-ofpresence at 818 West 7 th Street will be approximately $84,000; however, the total cost will not exceed $120,000 per year. Furthermore, this Agreement is exempt from City Council approval pursuant to Los Angeles Administrative Code 1 0.5(b )(2) since the actual annual payments by LADWP will not exceed $l30,466 (as adjusted by the Consumer Price Index) for each year ofthe Agreement. NOW, THEREFORE BE IT RESOLVED that the proposed Agreement and associated Manual Service Order, approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board, between the LAD WP and Equinix, be and the same are hereby approved and ratified. BE IT FURTHER RESOLVED that the Board ofwater and Power Commissioners finds that the services offered by Equinix are unique to its location and facilities and therefore competitive bidding is not practicable or advantageous for purposes ofthis Agreement in accordance with Los Angeles Administrative Code 10.15(a)(2). 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. 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 ratify and execute said Agreement and associated Manual Service Order for and on behalfofthe LADWP. ITEM NO Authorizes execution of License Agreement with L.R.W. Investment Company for Vehicle Parking on a Portion ofdistributing Station 111, for a term offive years (P73733). Submitted by Chief Operating Officer, Chief Administrative Officer, and Senior Assistant General Manager - Power System. RESOLUTION NO P (LADWP's Distribution Station No. 11 BE IT RESOLVED that the form oflicense, approved as to form and legality by the City Attorney, now before this Board in connection with this Resolution, whereby the Los Angeles Department ofwater and Power (LADWP), for and in consideration of$70,600 for the first year; $74,130 for the second year; $77,837 for the third year; $81,728 for the fourth year; and, $85,815 for the fifth year, licenses to L. R. W. Investment Company, Licensee, a portion of

15 SEPTEMBER 7,2010, 10:21 A.M. Page 15 LADWP's Distributing Station 111 property consisting ofan approximately 28,723 square foot paved parking area, for a term of five years, commencing upon execution of said license, all upon the terms and conditions set forth in said License, be and the same are hereby authorized and approved; and BE IT FURTHER RESOLVED that pursuant to the City Charter, Section 605 (b), the Board finds that the property to be licensed is not presently needed for LADWP purposes; and the grant of License will not interfere with LADWP purposes. BE IT FURTHER RESOLVED, that, the President, or the Vice President ofthe Board, or the General Manager ofthe LADWP, 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 License for and on behalf ofladwp. ITEM NO Recommends approval of the First Amendments to Agreement Nos and with the City of Riverside for Intermountain Power Project (IPP) Base and additional capacity transmission service. The agreements will terminate on the later of June 15,2027 or the termination date ofriverside's respective IPP Power Sales Contract. There is no cost to LADWP. Council approval by ordinance is required. Submitted by Chief Operating Officer and Senior Assistant General Manager Power System. RESOLUTION NO WHEREAS the Los Angeles - Riverside IPP Base Capacity and Additional Capacity Transmission Service Agreements, DWP Nos and (Agreements), which provides for transmission service from Adelanto to Riverside's respective systems, requires modification to reflect up-to-date administrative and operational changes; and WHEREAS on October 20, 2008, the IPP Coordinating Committee approved the Southern Transmission System (STS) Upgrade Project (Project) which upgrades the transfer capability from the current capacity of 1920 MW to 2400 MW to accommodate the participants' future transmission needs for implementing its Renewable PortfoHo Standards (RPS) Program; and WHEREAS the First Amendments update these operational and administrative changes since the execution in NOW, THEREFORE, BE IT RESOLVED that the First Amendments to DWP Agreement Nos and respectively, 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; and BE IT FURTHER RESOLVED that the President or the Vice President ofthis Board, or General Manager or Acting General Manager, or such person as he shall designate in writing as his designee, and the Secretary, Assistant Secretary, or the Acting Secretary of this Board are hereby authorized, empowered, and directed to execute said First Amendments, for and on behalfofthis LADWP, subject to the City Council. ITEM NO Authorizes execution ofagreement No with Activu Corporation to provide professional design, procurement, configuration, installation, maintenance, and training services for video and data display system ofladwp's Electric Trouble and Energy Control Centers. Amount not to exceed $1,068, for a 30-month term. Submitted by Chief Operating Officer and Senior Assistant General Manager Power System.

16 ---:===::-.:-~~--= ,.--,,---:-,,---=== , :-:--'-----==-~=~--=- REGULAR MEETING OF COMMISSIONERS (Continued) SEPTEMBER 7,2010, 10:21 A.M. Page 16 RESOLUTION NO WHEREAS, the Los Angeles Department ofwater and Power (LADWP) requires an Agreement with Activu Corporation (Activu), to provide services ofprofessional design, procurement, configuration, installation, integration, maintenance and training services for the video and data display system ofladwp's Electric Trouble Center (ETC) and Energy Control Center (ECC) over a 30-month period, with total expenditures not to exceed $1,068,183.96; and WHEREAS, LADWP issued a Request for Proposal No in November 18, 2009 seeking proposals from qualified and experienced firms for the professional design, procurement, configuration, installation, integration, maintenance and training services ofvideo board technology at ETC and ECC, five (5) proposals were received and evaluated, and Activu was found to be the most qualified firm to provide the video and data display system to the ECC and ETC; and WHEREAS, Activu has extensive knowledge and background experience with professional design, procurement, configuration, installation, integration, maintenance and training services for the video and data display system ofladwp's Electric Trouble Center (ETC) and Energy Control Center (ECC); and WHEREAS, Activu has reviewed the services to be provided by Activu incorporated in this agreement and represents it has the qualities, expertise, skills and abilities to perform such work. NOW, THEREFORE, BE IT RESOLVED that Agreement No between LADWP and Activu, approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board, to provide professional design, procurement, configuration, installation, integration, maintenance and training services for the video and data display system ofladwp's ETC and ECC, be and the same is hereby approved. BE IT FURTHER RESOLVED that pursuant to Section 1022 ofthe City Charter, such services can be performed more. feasibly by independent contractors than by LADWP or City employees. BE IT FURTHER RESOLVED that the President or Vice President ofthe Board, or General Manager, or such person as he shall designate in writing as his designee, and the Secretary, Assistant Secretary, or Acting Secretary ofthe Board are hereby authorized, empowered, and directed to execute Agreement No for and on behalf ofladwp. BE IT FURTHER RESOLVED that the Chief Accounting Employee ofladwp, upon proper certification, is authorized and directed to draw demands on the Power Revenue Fund in payment ofthe obligations arising under said Agreement. ITEM NO Recommends approval ofcooperative Agreement No with Los Angeles Department ofpublic Works and Bureau ofengineering to partially fund the phase two implementation ofthe Los Angeles River Revitalization Master Plan. Total amount not to exceed $1,350,000 for a term oftwo years. Submitted by Chief Operating Officer. RESOLUTION NO WHEREAS, throughout its history, the Los Angeles River has provided an oasis in the desert from which the City oflos Angeles emerged. The Los Angeles River is currently one ofthe most under-utilized natural resources in the Los Angeles area; and WHEREAS, the City oflos Angeles has developed a Los Angeles River Revitalization Master Plan (LARRMP); and

17 SEPTEMBER 7,2010, 10:21 A.M. Page 17 WHEREAS, according to the Los Angeles City Charter, Sections 671 and 672(a), the Los Angeles Board of Water and Power Commissioners (Board), has possession, management, and control ofall the water and water rights ofthe Los Angeles River, and of all the lands, rights ofway, sites, facilities, and property used for the capture, transportation, distribution, and delivery ofwater; and WHEREAS, the City Charter Section 679 also allows the City of Los Angeles Department of Water and Power (LADWP) to appropriate Water and Power Revenue Funds for the promotion ofladwp business. Supporting the retention, expansion, and attraction ofnew and existing local businesses and encouraging housing/commercial developments along the Los Angeles River will increase water and power consumption demands, thereby increasing LADWP water and power revenues; and WHEREAS, LADWP and Bureau ofengineering, Department ofpublic Works (DPW) will work together to oversee the first phase of the implementation ofthe master plan for the Los Angeles River Agreement No is for a maximum of$1,350,000 and for a twentyfour (24) month period. NOW, THEREFORE BE IT RESOLVED that this Board approves the Memorandum of Understanding, approved as form and legality by the City Attorney between LADWP and DPW, and filed with the Secretary ofthe Board, be and the same is hereby approved. BE IT FURTHER RESOLVED that in compliance with the City Charter Section 1022, such services can be performed more economically or feasibly by independent contractors than by City employees; and BE IT FURTHER RESOLVED that the President or Vice President ofthe Board, or the General Manager ofthe LADWP, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or Acting Secretary ofthe Board are hereby authorized and directed to execute said Agreement for and on behalf ofthe LADWP. BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP, upon certification, is authorized and directed to draw demands upon Power Revenue Funds in payment of the obligations arising under this agreement the funds pursuant to this Resolution; and ITEM NO. 31- Authorizes execution ofutility Infrastructure Loan Agreement No. EDG-1O-079 with SooHoo & Quon Company, L.P. for a loan in the amount of$200,000 to finance the installation ofa 2000 amp, 277/480-volt service, including LADWP switch vault, transformer pad and interconnecting conduits at 4910 Van Nuys Boulevard, Sherman Oaks. The term ofthis agreement is ten years. Submitted by Chief Operating Officer and Interim ChiefFinancial Officer. RESOLUTION NO WHEREAS, the Board of Water and Power Commissioners (Board) has previously authorized an Economic Development Program which includes a Utility Infrastructure Loan Program and authorized the Los Angeles Department ofwater and Power (LADWP) to enter into agreements for such loans up to $150,000. Pursuant to this ordinance, the LADWP's aggregate outstanding loan balance does not exceed $15 million. Any loan amount exceeding $150,000 and/or is greater than the customer's annual utility revenue requires Board approval; and WHEREAS, SooHoo & Quon Company, LP., did not receive any loans from LADWP pursuant to Los Angeles Administrative Code Section ; and

18 SEPTEMBER 7,2010, 10:21 A.M. Page 18 WHEREAS, the LADWP proposes to enter into a Utility Infrastructure Loan Agreement with SooHoo & Quon Company, L.P., for $200,000 to be used to install a 2000 amp, 277/480-volt service, LADWP switch vault, transformer pad and interconnecting conduits at 4910 Van Nuys Boulevard, Sherman Oaks, CA 91403; upgrading the building's power supply from 208 to 480 volts; and said loan is greater than one year's worth ofrevenues; and BE IT RESOLVED that this Board approves the Utility Infrastructure Loan Agreement No. EDG-I0-079, approved by the City Attorney as to form and legality, and now on file with the Secretary ofthe Board; and BE IT FURTHER RESOLVED that the ChiefAccounting Employee ofthe LADWP is authorized and directed to draw demands upon Power Revenue Fund to fund loans and license fees pursuant to this Resolution; and BE IT FURTHER RESOLVED that the President or Vice President ofthe Board, or the General Manager ofthe LADWP, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or Acting Secretary ofthe Board, are hereby authorized and directed to execute said Agreement for and on behalfofthe LADWP. ITEM NO Authorizes execution ofamendment No.1 to Purchase Order No (New Agreement No ) with ScottMadden, Inc. for an on-going assessment and evaluation ofthe supply chain transformation initiative. This amendment will increase the maximum cost by $649,000 and extend the term through March 31, Submitted by Chief Operating Officer and Chief Administrative Officer. RESOLUTION NO WHEREAS, the Los Angeles Department of Water and Power (hereinafter referred to as "LADWP") and ScottMadden, Inc, (hereinafter referred to as "Consultant") entered into a contract wherein Consultant agreed to assist the General Manager's Office (GM) to conduct a follow up assessment ofwhat progress has been made and what opportunities for improvement remain pertaining to the internal Supply Chain Transformation Program; and WHEREAS, effective June 8,2010, the LADWP and Consultant entered into Purchase Order Agreement No (which together with all amendments and supplements thereto hereinafter shall be referred to as the "Agreement"); and WHEREAS, the LADWP proposes to execute Amendment No.1 to Purchase Order to extend the term through March 31, 2011; and WHEREAS, the LADWP proposes to amend Purchase Order to increase the contract amount from $148,500 to $797,500, converting the General Manager Award to a Board Award (New Agreement No ); and WHEREAS, the amendment is -necessary and proper to continue or complete certain activities authorized under the Agreement. NOW, THEREFORE, the LADWP and Consultant agree to amend Purchase Order Agreement Number as follows: 1. The Agreement number is amended to change the number to facilitate the LAD WP invoice processing. The previous Purchase Order Agreement Number of is hereby amended to Agreement Number The term ofthe Agreement has been extended through March 31, The total cost ofthe Agreement is increased by $649,000 for a maximum expenditure limit of$797,500 for the term expiring March 31, 2011.

19 SEPTEMBER 7, 2010, 10:21 A.M. Page Delete and replace in its entirety page "4K entitled Contract Insurance Requirements Department ofwater and Power (Revised ). 5. Pages 4-5, Invoices and Payments, is amended to delete and replace in its entirety the following: "Invoices shah be submitted by the Consultant to the Department in triplicate. The following information shall be included in each invoice submitted by the Consultant to the Department: 1. Consultant name, address, and vendor code number as registered on the Department vendor database. 2. City oflos Angeles Business Tax Registration Number 3. Date ofinvoice 4. Invoice number 5. Contract number 6. Taxes 7. Total amount of invoice 8. Supporting documentation for all costs and expenses, in a format acceptable to the Department. 9. FoHowing certification statement signed by the Consultant: hereby certify, under penalty ofpetjury, that the services rendered and billings reflected in this invoice are true, accurate and in conformance with the terms of this Agreement, including but not limited to the Living Wage Ordinance, Los Angeles Administrative Code Section et. Seq. 10. Approval signature blocks for Department project manager and Department authorized representative(s) identified in Section 102.1, Representative(s) ofthe Parties and Service ofnotices, ofthis Agreement. 11. An accompanying document identifying the Consultant labor amounts paid for both the current invoice and total invoiced to date. The Consultant shall explain the amounts expended on implementation ofthe Job Opportunities and Training Program developed pursuant to this Agreement, the actual programs implemented, and the location and date the activities occurred. 12. Consultant agrees to submit a statement along with any invoices or billing associated with this Agreement which certifies that ah work performed under this Agreement at critical facilities. as designated by LADWP to Consultant was conducted by persons for whom background checks have been conducted and who do not have disqualifying background information in their histories pursuant to this section. Invoices shall be submitted to: Ms. Faye Strong Contract Administrator Los Angeles Department ofwater and Power John Ferraro Building, Room 1222 Los Angeles, CA 90012

20 SEPTEMBER 7, 2010, 10:21 A.M. Page 20 Consultant's failure to submit accurate and all required information shall result in Department's rejection ofthe invoice and nonpayment. 6. Miscellaneous, General Provisions is hereby amended to add Job Opportunities and Training Program to read as follows: "Job Opportunities and Training Program The Consultant shall devote three percent (3%) ofthe total direct Consultant labor costs to job development and training activities, with approximately half ofthat outlay funding job opportunities for unemployed and at-risk workers. The Consultant shall develop a job opportunities and training program plan that includes organized and formal activities designed to facilitate and aid in the training and hiring ofjob seekers, laid-off workers, youth, incumbent workers, new entrants to the workforce, veterans, and persons with disabilities in professional/engineering, skilled craft, para-professional, clerical, and administrative functions. The Consultant shall report on the job opportunities and training program plan implementation and expenditures with submittal ofall invoices for payment. More frequent reports may be required at the request ofthe Department." BE IT FURTHER RESOLVED that pursuant to City Charter Section 3 71 (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. ITEM NO Authorizes execution ofagreement No with Sonnenschein Nath & Rosenthal LLP to provide outside counsel legal services. The term ofthis agreement is three years, with an appropriation of$200,000. Submitted by Chief Operating Officer and General Counsel, Water and Power. RESOLUTION NO WHEREAS, the Office ofthe City Attorney (City Attorney) on behalf ofthe Los Angeles Department ofwater and Power (LADWP) solicited requests for proposals from law firms to assist the City Attorney in providing LADWP advice and representation in matters relating to licensing and relicensing ofhydro- electric facilities before the Federal Energy Regulatory Commission (FERC) and related generation and transmission matters at the Department; and WHEREAS, in a major hydroelectric relicensing project for Castaic Power Plant, LADWP has a cooperative venture with Department of Water Resources ofthe State of California (CDWR) and currently has a joint hydroelectric license that was issued by FERC on March 22, 1978 and is due to expire on January 31, 2022; and WHEREAS, the City Attorney utilized a competitive process to seek proposals from one or more legal firms with expertise in such hydroelectric plant licensing and related matters and selected the law firm ofsonnenschein Nath & Rosenthal, LLP; and

21 SEPTEMBER 7, 2010,10:21 A.M. Page 21 WHEREAS, the City Attorney finds that an appropriation of$200,000 is necessary at this time to accomplish the requested representation as set forth in the aforementioned matters. NOW, THEREFORE, BE IT RESOLVED that in compliance with City Charter Section 1022, the Board finds it is more feasible to have the assistance ofoutside counsel due to the size, complexity and expertise required in hydroelectric plant licensing and related matters. BE IT FURTHER RESOLVED that pursuant to City Charter Section 275, Agreement No , approved as to form and legality by the City Attorney, between LADWP and the law firm ofsonnenschein Nath & Rosenthal, LLP is hereby approved. 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 be and they are hereby authorized and directed to execute said Agreement for and on behalfofladwp. 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 Agreement. Seconded by Commissioner Sayles and carried by the following vote: Ayes, Commissioners Holoman, Parfrey, Sayles, President Alpert; ITEM NO.7 Authorizes award ofspecification No. 129 to Furnish and Deliver Waterworks Fittings, to Cambridge Brass, Inc. for a total amount not to exceed $12,415,016 for a term ofone year with two optional one-year extensions. Submitted by ChiefOperating Officer, ChiefAdministrative Officer, and Senior Assistant General Manager - Water System. RESOLUTION NO WHEREAS, this contract is to furnish and deliver fittings, waterworks; and WHEREAS, Cambridge Brass, Inc. (Cambridge), is the lowest bidder, under Specification No. 129; and WHEREAS, the Los Angeles Department ofwater and Power's (LADWP) Water System recommends that Cambridge be awarded a contract under Specification No NOW, THEREFORE, BE IT RESOLVED that Cambridge is awarded Contract No. 129 for a total maximum amount not to exceed $12,415,016.00, which includes all optional periods, for a term ofone year with two optional one-year extensions, under Specification No. 129, 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 is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms ofthis amendment awarded pursuant to Contract No. 129 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 and directed to execute said contract for and on behalfofladwp. Approval moved by Commissioner Parfrey. Seconded by Commissioner Holoman and carried by the following vote:

22 SEPTEMBER 7, 2010, 10:21 A.M. Page 22 Ayes, Commissioners Holoman, Parfrey, Sayles, President Alpert; ITEM NO Authorizes award of Specification No for 160 model year 2011 gasoline powered % ton pickup trucks. Award to Downtown Ford Sales for a total amount not to exceed $4,848,970 for a one-time purchase. Submitted by Chief Operating Officer and Chief Administrative Officer. RESOLUTION NO WHEREAS, the Operations Support Services Division ("OSSD") provides and maintains fleet services for the Department ofwater and Power ('Department"); WHEREAS, in a competitive bid process, the State of California advertised a Requestfor Bidders for the Trucks, Vans and Utility Vehicles Contract on December 9,2009 ("Competitive Bid Process"); WHEREAS, based on its review ofthe five bids received pursuant to the Competitive Bid Process, the State ofcalifornia awarded Downtown Ford Sales the State ofcalifornia Contract Number for the purchase ofpickup trucks; WHEREAS, Los Angeles City Charter Section 371 (e )(8) allows the Department to purchase goods and services based on other governmental contracts through Cooperative Purchasing Agreements; WHEREAS, the Department's purchase of 160 model year 2011 pick-up trucks is necessary to replace more costly rental pickup trucks in the Department's fleet; and WHEREAS, the Department's Joint System, along with OSSD, recommends that the Department enter into a Cooperative Purchasing Agreement with Downtown Ford Sales consistent with the State ofcalifornia Contract Number and the Department's Specifications No to realize considerable cost savings and to streamline the procurement process.,,~ NOW, THEREFORE, BE IT RESOLVED that Downtown Ford Sales is awarded this Cooperative Purchasing Agreement in an amount not to exceed $4,848,970 for a term commencing on September 17, 2010, and expiring no later than September 30, 2010, consistent with the State ofcalifornia Contract Number and the Specifications, approved as to form and legality by the City Attorney and on file with the Secretary ofthe Board; 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 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 Water Revenue Fund in accordance with the terms ofthis contract awarded pursuant to the Specifications and this resolution; and Approval moved by Commissioner Sayles. Seconded by Commissioner Holoman and carried by the following vote: Ayes, Commissioners Holoman, Parfrey, Sayles, President Alpert;

23 SEPTEMBER 7, 2010, 10:21 A.M. Page 23 ITEM NO Authorizes execution ofamendment No. 1 to Agreement No with Kris Helm Consulting for local water resources development for an amount not to exceed $400,000. The term ofthree years will remain the same. Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System, RESOLUTION NO WHEREAS, one ofthe primary goals ofthe Los Angeles Department ofwater and Power (LADWP) is to ensure that the City oflos Angeles (City) has an adequate supply ofwater for the future; and WHEREAS, LADWP has the need to evaluate emerging water resource options that may increase the reliability ofthe City's future water supply, including, but not limited to groundwater banking, water recycling, stormwater capture, and water exchange programs; and. WHEREAS, on January 6, 2009, the Board ofwater and Power Commissioners approved Agreement No (Agreement) with Kris Helm Consulting (Consultant) to assist Water System management with local water resources development for a period ofthree years and a not-to-exceed amount of$150,000; and WHEREAS, LADWP is committed to meeting new water demand of 50,000 acre-feet per year by water recycling; and WHEREAS, the Consultant's services have been critical in the ongoing effort to identify and secure contracts with potential recycled water customers in the City, particularly in the Harbor area where there is significant potential to use recycled water for industrial purposes; and 'li WHEREAS, the Water System has determined that it will need additional services from the Consultant to assist LADWP staff to complete complex discussions and negotiations with major industrial customers in the Harbor Area who have detailed technical and operational issues involved with converting to recycled water use as well as to evaluate option for expanded use of local groundwater basins; and WHEREAS, LADWP proposes Amendment No. 1 to the Agreement for an additional funding of$250,000 to its current not-to-exceed amount of$150,000, with no extension to the term of the contract, thereby increasing the total not-to-exceed amount to $400,000; NOW, THEREFORE BE IT RESOLVED, that Amendment No. 1 to Agreement No , approved as to form and legality by the City Attorney, and filed with the Secretary ofthe Board, between the LADWP and Kris Helm Consulting, is hereby approved. BE IT FURTHER RESOLVED, that pursuant to Charter Section 1022, the Board finds that the services can be performed more feasibly by an independent consultant than by City employees; BE IT FURTHER RESOLVED, that the ChiefAccounting Employee ofthe LADWP, upon proper certification, is authorized and directed to draw demands on the Water Revenue Fund in payment ofthe obligations arising under Agreement No ; and 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 Amendment No.1 to Agreement No for and on behalf ofthe LADWP. Approval moved by Commissioner Parfrey.

24 SEPTEMBER 7,2010,10:21 A.M. Page 24 Seconded by Commissioner Sayles and carried by the following vote: Ayes, Commissioners Holoman, Parfrey, Sayles, President Alpert; ITEM NO Authorizes execution ofa Memorandum ofagreement with HollywoodILos Angeles Beautification Team for the HBT Stormwater Capture Project to enhance water conservation, stormwater capture, and improve water quality. LADWP will provide $135,440 ofthe total project cost estimate of$154,840. Submitted by ChiefOperating Officer and Senior Assistant General Manager - Water System. RESOLUTION NO WHEREAS, the proposed Memorandum ofagreement (MOA) Between the Los Angeles Department ofwater and Power (LADWP) and the HollywoodILos Angeles Beautification Team (HBT) for the HBT Stormwater Capture Project, approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board, be and the same is hereby approved; and WHEREAS, the City oflos Angeles (City) possesses the right to the surface waters ofthe Los Angeles River, its tributaries, and the native groundwater ofthe San Fernando Basin (SFB) in accordance with the California Superior Court's Judgment dated January 26, 1979, in The City oflos Angeles vs. City ofsan Fernando, et. al., Case No ; and WHEREAS, local groundwater has historically comprised approximately 15 percent ofthe City's water supply and is dependent on replenishment from stormwater flows; and WHEREAS, LADWP desires to optimize the use oflocal water resources, including stormwater and groundwater, to reduce the City's dependence on imported water supplies; and WHEREAS, LADWP is committed to pursuing opportunities to maximize groundwater recharge to sustain and augment the long-term reliability ofthe City's groundwater supply in the SFB; and WHEREAS, HBT is a non-profit agency whose mission is to enhance the quality oflife in Los Angeles by teaching and empowering people to change their environments through community capacity building, physical improvements, and job creation; and WHEREAS, LADWP and HBT are committed to pursuing opportunities to enhance water conservation, stormwater capture, and improve water quality; and WHEREAS, HBT has developed the HBT Stormwater Capture Project where the individual components include Sheldon Street at Laurel Canyon Parkway, Community Rain Barrels Workshop, RoofRainwater Diversion, and Tree Well Capture System; and WHEREAS, it is estimated that 20 acre-feet per year ofstormwater will be captured; and WHEREAS, HBT has estimated the total Project costs to be $154,840; and WHEREAS, LADWP has agreed to provide $135,440 ofthe estimated $154,840 total Project cost. NOW, THEREFORE, BE IT RESOLVED, that the ChiefAccounting Employee ofthe LADWP, upon proper certification, is authorized and directed to draw demands on the Water Revenue Fund in the amount of$135,440 for the work proposed under this MOA that has been budgeted under Fiscal Year

25 ~ REGULAR MEETING OF COMMISSIONERS (Continued) SEPTEMBER 7, 2010, 10:21 A.M. Page 25 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 Memorandum ofagreement for and on behalf of LADWP. Approval moved by Commissioner Parfrey. Seconded by Commissioner Holoman and carried by the following vote: Ayes, Commissioners Holoman, Parfrey, Sayles, President Alpert; ITEM NO Approves the implementation ofthe Water Revenue Adjustment Factor for all applicable First and Second Tier rates set forth in the Water Rates Ordinance, effective January 1,2011 through December 31, Submitted by Chief Operating Officer, Interim Chief Financial Officer, and Senior Assistant General Manager Water System. RESOLUTION NO WHEREAS, Water Rates Ordinance No , as amended by Ordinance Nos , , , , and allows for the application ofa Water Revenue Adjustment Factor (VVRAF) to recover any shortage in revenue due to variation in water sales; and WHEREAS, the Water System identifies a $21.6 million shortage in actual revenue under this Ordinance and $379.9 million as the minimum revenue target for the Fiscal Year 2011; and WHEREAS, the recovery ofsuch shortage in revenue will result in a WRAF of$0.097 per billing unit. NOW, THEREFORE, BE IT RESOLVED, that the Board approves and directs that the WRAF of$0.097 per billing unit be effective from January 1,2011, through December 31, 2011, to recover the shortage in revenue as allowed by the Ordinance. The Chief Financial Officer has the authority to direct that the factor be invoked if deemed necessary. Approval moved by Commissioner Holoman. Seconded by Commissioner Parfrey and carried by the following vote: Ayes, Commissioners Holoman, Parfrey, Sayles, President Alpert; ITEM NO Adopts LADWP's Annual Personnel Resolution to establish final positions for each major organizational unit in the Department. Submitted by Chief Operating Officer and Chief Administrative Officer. RESOLUTION NO AMENDMENT NO AMENDMENT NO WHEREAS, Resolution Nos. 327 and 328, adopted October 9, 1947, pertaining to the creation ofpositions and fixing of duties, responsibilities and other terms and conditions ofemployment have from time to time been amended by the Board of Water and Power Commissioners; and

26 SEPTEMBER 7, 2010, 10:21 A.M. Page 26 WHEREAS, it is the desire ofsaid Board to fix annually the number ofpositions authorized for the Los Angeles Department ofwater and Power (LAD WP) employment; and WHEREAS, it is the desire of said Board to reaffirm its commitment to equal employment opportunity. BE IT THEREFORE RESOLVED that effective July 1, 2010; (1) For the Fiscal Year , employment ofpersons in positions heretofore created'by the Board, as set forth in the LADWP Personnel Resolution, Resolution No. 328, and in Schedule "A" ofthe-position Evaluation and Compensation Plan, Resolution No. 327, as amended, shall not exceed the number ofpositions hereby fixed for each major organization by Civil Service Classification, and for each Duties Description Record (DDR), as set forth in the schedule now in the hands ofthe Secretary ofthe Board which schedule identifies said positions. (2) Employment ofpersons in positions authorized by this resolution shall be subject to availability offunds appropriated in the budget for the payment ofsalaries and wages, and shall not exceed the number ofpositions hereby fixed for each major organization by Civil Service Classification and DDR, as set forth in the schedule identified in Paragraph (1) above. (3) Appointment ofpersons to positions authorized by this resolution shall be subject to the conditions and constraints established in the Rules ofthe Board ofcivil Service Commissioners ofthe City oflos Angeles. (4) Ifa substitute position is used to make a regular appointment, the General Manager will require that a budgeted position be held vacant in the same major organization, and at no time shall the total number ofpersons employed within a major organization exceed the total number ofbudgeted positions authorized for that organization. (5) Substitute positions may be used without holding a budgeted position vacant for the following purposes: a) To provide replacements for persons on extended sick leave or disability. b) To provide temporary employment authority to meet emergency workloads that can be financed with funds accumulated due to position vacancies. c) To facilitate knowledge transfer from retiring employees to those selected to replace them. d) To provide additional employment authority in training classifications for which the dropout rate is high and/or for which recruitment ofpositions is difficult or limited to specific periods ofthe year. e) To fill Civil Service daily-rated, and Exempt daily-rated positions for which funding is provided in the expenditure program. f) To fill part-time exempt positions to give students or recent graduates practical work experience which will assist them in qualifying for entry level Civil Service positions, provided the positions can be financed with funds accumulated due to position vacancies. Part-time exempt positions shall not be used to replace regular full-time positions. '" (6) The General Manager may approve the use ofa substitute position in a Civil Service Classification and DDR not specifically listed in the schedule identified in Paragraph above, to meet an emergency which involves or immediately threatens a substantial interruption or impairment ofthe LAD WP's business. The use ofa substitute position shall be subject to the provisions and limitations specified in Paragraphs (4) and (5) above.

27 SEPTEMBER 7, 2010, 10:21 A.M. Page 27 (7) It is the policy ofthis Board that when filling positions, express consideration be given to equal employment opportunity requirements prohibiting discrimination based on gender, race, color, national origin, age, disability, and all other protected classes, in the decisions and actions ofthe LADWP. (8) This resolution shall continue in effect until modified or until such time as the Board adopts the next subsequent annual resolution, setting forth the number ofpositions authorized by the Board. Approval moved by Commissioner Sayles. Seconded by Commissioner Holoman and carried by the following vote: Ayes, Commissioners Holoman, Parfrey, Sayles, President Alpert; ITEM NO Approves First Amendment Standby Bond Purchase Agreement with Wells Fargo Bank, National Association, to provide liquidity/credit support for the Water System $100 million Variable Rate Demand Revenue Bonds, 2001 Series B, Subseries B4. The total amount not to exceed $1.75 million for a term ofthree years. Submitted by Chief Operating Officer and Interim Chief Financial Officer. RESOLUTION NO RESOLUTION OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES Authorizing the Execution and Delivery of First Amendment to Standby Bond Purchase Agreement and a Fee Letter relating to the Department ofwater and Power ofthe City oflos Angeles Water System Variable Rate Demand Revenue Bonds, 2001 Series B and Approving Certain Related Documents and Actions. Resolution No WHEREAS, the -Board ofwater and Power Commissioners of the City oflos Angeles (the "Board") has authorized the issuance ofdepartment ofwater and Power ofthe City of Los Angeles Water System Variable Rate Demand Revenue Bonds, 2001 Series B (the "Series B Bonds"), pursuant to Resolution No (the "Master Resolution"), adopted by the Board on February 6,-2001, and Resolution No. 4593, adopted by the Board on February 6,2001 (the "Second Supplemental Resolution," and together with the Master Resolution, the "Bond Resolution"); 'It WHEREAS, in connection with the issuance ofthe Series B Bonds, the Board authorized the execution and delivery by the Department ofwater and Power ofthe City oflos Angeles (the "Department") ofone or more 2001B Credit Support Instruments (capitalized terms used in this Resolution and not otherwise defined shall have the meanings given such terms in the Bond Resolution) in order to provide funds to pay the Purchase Price ofseries B Bonds tendered or deemed tendered for purchase under the Bond Resolution and not remarketed; WHEREAS, the Department has entered into a standby bond purchase agreement with Wells Fargo Bank, National Association ("Wells Fargo"), which standby bond purchase agreement (the "Standby Bond Purchase Agreement") is the current 2001B Credit Support Instrument for Subseries B-4 (the "Subseries B-4 Bonds") ofthe Series B Bonds; WHEREAS, such 2001B Credit Support Instrument for the Series B-4 Bonds expires on October 31, 2010;

28 SEPTEMBER 7, 2010, 10:21 A.M. Page 28 WHEREAS, the Board desires to authorize the execution and delivery ofthe First Amendment to Standby Bond Purchase Agreement (the "First Amendment") in order to extend and amend the Standby Bond Purchase Agreement with Wells Fargo; WHEREAS, the First Amendment is in substantially the form presented to this meeting and on file with the Secretary ofthe Board (the "Secretary"); and WHEREAS, in connection with the First Amendment, the Department will execute a Fee Letter (the "Fee Letter") confirming the agreement between the Department and Wells Fargo with respect to the fees relating to the amended Standby Bond Purchase Agreement; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF TILE CITY OF LOS ANGELES: Section 1. The First Amendment and the Fee Letter, in substantially the forms on file with the Secretary, and the performance by the Department of its obligations thereunder, are hereby approved and adopted. The General Manager, the ChiefFinancial Officer and Assistant Auditor ofthe Department (each a "Designated Officer"), acting singly, is hereby authorized and directed, in the name and on behalfofthe Department, to execute and deliver to Wells Fargo, the First Amendment and the Fee Letter, in substantially said forms, subject to approval as to form and legality by the Office ofthe City Attorney ofthe City oflos Angeles (the "City Attorney"), with such immaterial changes, insertions and deletions therein as the City Attorney may approve, such approval to be conclusively evidenced by the City Attorney's stamp as to form and legality; provided, however, that the term ofthe Standby Bond Purchase Agreement resulting from the First Amendment shall not be for a period longer than three years and any fees payable to Wells Fargo under the Fee Letter or the First Amendment shall not exceed the amounts set forth in the form on file with the Secretary. Section 2. Each Designated Officer, acting singly, is hereby authorized and directed, in the name ofand on behalf ofthe Department, to (a) draw demands on the Water Revenue Fund for the payment ofobligations arising from and in connection with this Resolution and any agreements relating thereto, including but not limited to costs and expenses ofrating agencies such as Moody's, Standard and Poor's and Fitch or any future rating agency then rating the Subseries B-4 Bonds, any costs or expenses owed to Wells Fargo, (b) execute all certificates and other instruments necessary to effect the execution and delivery ofthe First Amendment and the Fee Letter and ( c) perform such ministerial acts that are necessary in order to carry out the authority conferred by this Resolution or to evidence said authority and its exercise. Section 3. Pursuant to Section 1022 ofthe Charter, the Board hereby determines that the work to be performed by Public Resources Advisory Group as financial advisor to the Department, Orrick, Herrington & Sutcliffe LLP as bond counsel to the Department and Kutak Rock LLP as disclosure counsel to the Department, in connection with the First Amendment and the Fee Letter, can be performed more feasibly by such entities than by Department or other City oflos Angeles employees. Approval moved by Commissioner Sayles. Seconded by Commissioner Holoman and carried by the following vote: Ayes, Commissioners Holoman, Parfrey, Sayles, President Alpert; ITEM NO A written recommendation was received from the Chief Operating Officer, approved by the General Manager, recommending the adoption ofa resolution, approved as to form and legality by the City Attorney, authorizing transmittal ofan ordinance to City Council to Amend Section ofthe Los Angeles Administrative Code Contracting Authority of