NOTED AND BLED AT THE OCTOBER 16, 2013 BOARD MEETING

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1 NOTED AND BLED AT THE OCTOBER 16, 2013 BOARD MEETING Los Angeles, California, June 19,2013 MINUTES OF SPECIAL MEETING OF TIlE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES HELD IN ROOM 1555-H JUNE 19,2013 9:33 A.M. Meeting called to order by President Thomas Sayles and roll called: Present Commissioners: President Thomas Sayles Richard Moss Christina E. Noonan Jonathan Parfrey Absent Eric Holoman A quorum present. IN ATTENDANCE were the following: Ronald O. Nichols, General Manager Martin L. Adams, Director of Water Operations, Water System Bassam Abou-Chakra, Electrical Engineer, Power System William W. Glauz, Power Engineering Manager, Power System Sharon Grove, Assistant General Manager - Customer Experience Charles Holloway, Utility Services Manager, Environment and Efficiency Division Matthew M. Lampe, Chief Information Officer, Systems Support Division Reynan L. Ledesma, Property Manager, Systems Support Division Philip Leiber, Chief Financial Officer, Financial Services Organization John C. Kokosa, Director ofpower Supply Operations, Power System James B. McDaniel, Senior Assistant General Manager - Water System, Water System John D. Miller, Sanitary Engineer, Water System Julie Riley, Deputy City Attorney, City Attorney's Office Susan Rowghani, Director of Water Engineering & Technical Services, Water System Michael S. Webster, Power Engineering Manager, Power System Gwendolyn W. Williams, Director of Supply Chain Services Gary Wong, Assistant General Manager - Systems Support Division Also, in attendance: Dr. Frederick Pickel, John Mukri, Rate Payer Advocate General Manager, R & P ITEM NO.1 - Opening remarks were made by the Commission President on agenda and other items relating to Department operations. ITEM NO.2 A reportlbriefing was given by the General Manager.

2 JUNE 19,2013, 9:33 A.M. Page 2 ITEM NO.3 - Comments and/or requests from Commissioners were made during the Board meeting relating to Department operations. Commissioner Moss - Request from the Settlement Resolution with Asplundh Construction Corporation; DOES 1-10, Inclusive: Have LADWP Staff: 1) Come back with what new controls can be implemented. 2) Institute Audits 3) Access staff accountability. Commissioner Parfrey - Provide a report on enrollment in the Low Income Discount Program by Council District and trends ofparticipation in the program over the past few years (Request from Item 16 - Amended Low-Income Eligibility Criteria). Commissioner Parfrey - Please communicate to the Tree Service Contractors the importance to have locally subcontracted supplies and workers to work on this contract (From Item 18 Spec No. 466 to Furnish and Deliver Vegetation Management Services for Power Line Clearance). 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. ITEM NO.6 - Approval ofthe minutes ofthe March 5, 2013, regular meeting ofthe Board of Water and Power Commissioners. Approval moved by Commissioner Parfrey. Seconded by Commissioner Moss and carried by the following vote: Ayes, Commissioners Moss, Noonan, Parfrey, President Sayles; Written recommendation, 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 nine resolutions, approved as to form and legality by the City Attorney: ITEM NO.7 - Spec No. N-376 to Furnish Services of Concrete Pumps Fully Operated and Maintained on an As-Needed-Basis. Award to Gonsalves & Santucci Inc. dba Conco Pumping for a total amount not to exceed $1,201,419 for a term of five months with two optional one-year periods. Submitted by Senior Assistant General Manager - Power System. RESOLUTION NO WHEREAS, through a competitive bid process the Los Angeles Department ofwater and Power (LADWP) sought to furnish services ofconcrete pumps fully operated and maintained on an as needed basis; and WHEREAS, LADWP received one bid, which was determined to be non-responsive; and

3 JUNE 19,2013,9:33 A.M. Page 3 WHEREAS, Gonsalves & Santucci Inc. dba Conco Pumping (Conco), the only bidder, under Specification No. 376, did not submit required specification documents; and WHEREAS, LADWP negotiated with Conco and Como submitted required documents, and is in full compliance with LADWP's specification; and WHEREAS, LADWP's Power System recommends a negotiated contract be awarded to Conco under Specification No. N-376; and NOW, THEREFORE, BE IT RESOLVED that pursuant to City Charter Section 1022, the Board ofwater and Power Commissioners fmds that it is more feasible to have the work performed by outside services. BE IT FURTHER RESOLVED that Conco is awarded a negotiated contract, for a total amount not to exceed $1,201,419.00, for a period of five months with two optional one-year periods, under Specification No. N-376, 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 this contract awarded pursuant to Specification No. N-376 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 behalf ofladwp. 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. 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. 384 and this resolution. ITEM NO.9 - Spec. No. N-478 to provide Services of Public Wide Area Network Two-Way Communication for Automatic Meter Infrastructure. A ward to Itron, Inc. for a total amount not to exceed $7,906,425 for a term of three years. Submitted by Senior Assistant General Manager Power System. RESOLUTION NO WHEREAS, through a competitive bid process the Los Angeles Department ofwater and Power (LADWP) sought to furnish services ofpublic-wide area network two-way communication for Automatic Meter Infrastructure; and WHEREAS, LADWP received one bid, which was determined to be non-responsive; and WHEREAS, Itron, Inc. (Itron) was the only bidder, but took numerous exceptions at variance with the specification; and WHEREAS, LADWP negotiated with Itron and Itron removed all exceptions and is in full compliance with LADWP's specification; and WHEREAS, LADWP's Power System recommends a negotiated contract be awarded to Itron under Specification No. N-478; and

4 JUNE 19,2013,9:33 A.M. Page 4 NOW, THEREFORE, BE IT RESOL VED that pursuant to City Charter Section 1022, the Board ofwater and Power Commissioners finds that it is more feasible to have the work performed by outside services because it has been determined that the contractor has the expertise and the necessary proprietary equipment to perform the service. BE IT FURTHER RESOLVED that Itron is awarded a negotiated contract, for a total amount not to exceed $7,906,425.00, for a period ofthree years, under Specification No. N-478, 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 ofthis contract awarded pursuant to Specification No. N-478 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 of the Board are hereby authorized and directed to execute said contract for and on behalf ofladwp. ITEM NO. 10-Spec. No. 511 (Cooperative Purchase) to Furnish and Deliver Tools, Fasteners and Anchors. Award to Hilti, Incorporated for a total amount not to exceed $3,000,000 for a term of six months with two one-year renewal periods. Submitted by Senior Assistant General Manager Power System. RESOLUTION NO WHEREAS, Hilti, Incorporated (Hilti) was awarded a cooperative purchase agreement under Contract No with the City oflos Angeles (City), General Services Department, to furnish and deliver tools, fasteners, and anchors; and WHEREAS, Section 371(e)(8) ofthe City Charter allows for the utilization ofother governmental contracts through Cooperative Purchasing Agreements; and WHEREAS, the Los Angeles Department ofwater and Power (LADWP), Power System, desires a contract to furnish and deliver tools, fasteners, and anchors and the Power System recommends award ofthis contract. NOW THEREFORE, BE IT RESOLVED, that Hilti is awarded a Cooperative Purchase on the City Contract No through Specification No. 511, in a total amount not to exceed $3,000,000.00, commencing upon execution by all parties for a period ofapproximately six months with two one-year renewal periods. BE IT FURTHER RESOLVED that Specification No. 511 is approved as to form and legality by the City Attorney and on file with the Secretary ofthe Board. BE IT FURTHER RESOL VED 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 behalfofladwp. BE IT FURTHER RESOLVED that the ChiefAccounting Employee ofladwp is hereby authorized and directed to draw demands on the Power Revenue Fund in accordance with the terms ofthis cooperative contract with Hilti and this Resolution. The optional period shall only be funded with the balance ofthe remaining funds from the original period.

5 JUNE 19,2013,9:33 A.M. Page 5 ITEM NO Spec. No (Informal Bid No ) to Furnish and Deliver Transmission Monopoles. Award to Utility Pole Solutions, Inc. for a total amount not to exceed $281,721 for a one-time purchase. Submitted by Senior Assistant General Manager - Power System. RESOLUTION NO WHEREAS, through a competitive bid process the Los Angeles Department ofwater and Power (LADWP) issued a solicitation to procure transmission monopoles; and WHEREAS, Utility Pole Solutions, Inc. (Utility Pole), is the lowest responsive bidder under Specification No (Informal Bid No ), to furnish and deliver transmission monopoles; and WHEREAS, LADWP's Power System recommends a contract be awarded to Utility Pole under Specification No NOW, THEREFORE, BE IT RESOLVED that Utility Pole is awarded a contract for a total amount not to exceed $281,721.00, for a one-time purchase, under Specification No (Informal Bid No ), approved as to form and legality by the City Attorney and on file with the Secretary of the Board. 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 (Informal Bid No ) 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 contracts for and on behalf ofladwp. ITEM NO Contract No (Amendment No.1) (New Agreement No ) to Furnish and Deliver Geophysical Services, such as Investigations, Logging, Analysis, and Reports with GeoPentech, Inc. The amendment will increase the contract limit by $200,000 and extend the contract term by one year. Submitted by Senior Assistant General Manager - Power System. RESOLUTION NO WHEREAS, GeoPentech, Inc. (GeoPentech) was awarded Agreement No by the Los Angeles Department ofwater and Power (LADWP) on August 20, 2012, for furnishing and delivering geophysical services, such as investigations, logging, analysis, and reports; and WHEREAS, the contract was awarded for a term ofone year and for an amount not to exceed $134,725; and WHEREAS, Amendment No.1 to Contract No (new Agreement No ) provides for geophysical services to support various renewable projects; and WHEREAS, Amendment No. 1 to Contract No extends the contract expiration date from August 19,2013, to August 19,2014, and increases the contract amount by $200,000 from $134,725 to $334,725.

6 JUNE 19,2013,9:33 A.M. Page 6 NOW, THEREFORE, BE IT RESOLVED that the proposed Amendment No.1 to Contract No between LADWP and GeoPentech is approved as to form and legality by the City Attorney and on file with the Secretary ofthe Board, to provide geophysical services and increase the contract total to $334,725, extend the contract expiration date from August 19,2013, to August 19,2014, and change Contract No to Agreement No to support various renewable projects. BE IT FURTHER RESOLVED that the Board finds in accordance with Los Angeles Charter Section 1022, geophysical services can be more feasibly performed by an independent contractor than by City oflos Angeles employees. 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 Amendment No.1 to Contract No 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 behalf ofladwp. ITEM NO Authorizes execution ofagreement No. WR with Woodland Hills Country Club for Recycled Water Irrigation located at Dumetz Road, Woodland Hills, California. Submitted by Senior Assistant General Manager Water System. RESOLUTION NO WHEREAS, Agreement No. WR (Agreement) is entered into between the Los Angeles Department ofwater and Power (LADWP) and the Woodland Hills Country Club (WHCC) to provide recycled water service for the purpose ofirrigation at Dumetz Road, Woodland Hills, California; and WHEREAS, the Rate for Sales ofrecycled water provided for in Schedule D ofthe Water Rates Ordinance No (Ordinance) requires that "Commodity Charges for Reclaimed Water Service shall be set by contract approved by the Board of Water and Power Commissioners"; and WHEREAS, the Agreement establishes a recycled water rate of$1.321 per hundred cubic feet (HCF) and shall be effective for three years from the date ofexecution by the authorized representatives ofboth parties, unless superseded by any subsequent adjustments to the commodity charge in Schedule A3.a. along with any future revisions to Schedule D ofthe Rate Ordinance imposed during the term ofthe Agreement; and WHEREAS, WHCC seeks to participate in the Recycled Water Consumer Capital Incentive Program (RWCCIP) and agrees that maximum incentive amount shall not exceed $350,000 as calculated by LADWP based on analysis of Customer's historical water use and projected potable water savings. NOW, THEREFORE, BE IT RESOLVED that the proposed Agreement, approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board, is hereby approved. BE IT FURTHER RESOLVED that the President or Vice President ofthis Board, 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.

7 JUNE 19,2013,9:33 A.M. Page 7 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 this Agreement. ITEM NO. 14 Resolution No authorizing entering into First Amendment to Revolving Credit Agreement and to Fee Letter with Wells Fargo Bank, National Association for Power System $200 Million Commercial Paper Notes. The term of this agreement is three years and will cost $550,000 per year. RESOLUTION NO RESOLUTION OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES Authorizing the Execution and Delivery of a First Amendment to Revolving Credit Agreement relating to the Department of Water and Power of the City of Los Angeles Power System Revenue Commercial Paper Notes and Approving Certain Related Documents and Actions RESOLUTION NO WHEREAS, pursuant to Resolution No (the "Final Resolution") adopted by the Board of Water and Power Commissioners ofthe City oflos Angeles (the "Board") on August 17,2004, the Board authorized the issuance and sale of revenue commercial paper notes (the ''Notes'') in an aggregate principal outstanding at any time ofnot exceeding $200,000,000 and set forth the terms and conditions ofthe Notes in said Final Resolution, as authorized by The Charter of The City of Los Angeles (the "Charter"); and WHEREAS, in order to provide liquidity support for the Notes, pursuant to Resolution No adopted by the Board on August 3, 201 0, the Board authorized the execution and delivery by the Department ofwater and Power ofthe City of Los Angeles (the "Department") ofa Revolving Credit Agreement (the "Original Agreement") with Wells Fargo Bank, National Association (the illiquidity Provider") and U.S. Bank National Association (the "Issuing and Paying Agent") and a Fee Letter (the "Original Fee Letter") with the Liquidity Provider; and WHEREAS, the Original Agreement and Original Fee Letter expire on August 26,2013; and WHEREAS, the Department desires to provide for a Liquidity Facility (capitalized terms used in this Resolution and not otherwise defined shall have the meanings given such terms in the Final Resolution); and WHEREAS, the Board desires to authorize the execution and delivery ofa Liquidity Facility for the Notes; and WHEREAS, the Liquidity Facility consists ofthe First Amendment to Revolving Credit Agreement (the "First Amendment to Revolving Credit Agreement" and the Original Agreement as amended and supplemented by the First Amendment to Revolving Credit Agreement, the "2013 Revolving Credit Agreement") with the Liquidity Provider and the Issuing and Paying Agent, which First Amendment to Revolving Credit Agreement is to be in substantially the form on file with the Secretary ofthe Board (the "Secretary") and the First Amendment to Fee Letter (the "First Amendment to Fee Letter" and the Original Fee Letter as amended and supplemented by the First Amendment to Fee Letter, the "2013 Fee Letter ll ) with the Liquidity Provider, which First Amendment to Fee Letter is to be in substantially the form on file with the Secretary; and

8 JUNE 19,2013,9:33 A.M. Page 8 WHEREAS, the Department has prepared a reoffering memorandum (the "Reoffering Memorandum"), substantially in the foul] on file with the Secretary, to be distributed to J.P. Morgan Securities Inc. and Ramirez & Co., Inc., as dealers for the Notes (collectively, the "Dealers"); NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES: Section 1. The First Amendment to Revolving Credit Agreement and First Amendment to Fee Letter, in substantially the forms on file with the Secretary, and the performance by the Department ofits obligations thereunder, are hereby approved and adopted. The General Manager, the Chief Financial Officer and each Assistant Auditor (each a "Designated Officer"), acting singly, is hereby authorized and directed, in the name and on behalf of the Department, to execute and deliver the First Amendment to Revolving Credit Agreement and the First Amendment to Fee Letter in substantially said forms, subject to approval as to form and legality by the Office of the City Attorney ofthe City oflos Angeles (the "City Attorney"), which 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 of the Revolving Credit Maturity Date of the 2013 Revolving Credit Agreement shall not be for a period longer than three years from the date of execution and delivery of the First Amendment to Revolving Credit Agreement; the maximum amount of credit to be available under the 2013 Revolving Credit Agreement shall not exceed the aggregate principal amount of the Notes that may be outstanding at one time; the maximum interest rate payable on amounts drawn under the 2013 Revolving Credit Agreement shall not exceed 20% per annum; the term for repayment of amounts drawn under the 2013 Revolving Credit Agreement shall not exceed 40 years from the date of the respective draw; and any fees payable to the Liquidity Provider under the 2013 Revolving Credit Agreement and the 2013 Fee Letter shall not exceed the amounts set forth in the form of the First Amendment to Revolving Credit Agreement and the First Amendment to Fee Letter on file with the Secretary. Section 2. The Reoffering Memorandum relating to the Notes, in substantially the form on file with the Secretary, is hereby approved. Each Designated Officer, and each ofthe President and Vice President ofthe Board, acting singly, is hereby authorized and directed to make changes to the kiln of the Reoffering Memorandum approved by this Resolution to conform to updated information and changed circumstances (so long as such updated information or changed circumstances do not change the financing parameters set forth in the Final Resolution) which occur prior to distributing the Reoffering Memorandum. The distribution to the Dealers and the use by the Department and the Dealers ofthe Reoffering Memorandum (including distribution in electronic form) in connection with the marketing ofnotes, including the delivery ofthe Liquidity Facility, are hereby authorized and approved. Each Designated Officer, acting singly, and each ofthe President and Vice President ofthe Board, acting singly, is hereby authorized to execute the Reoffering Memorandum and any amendment and/or supplement thereto contemplated by a dealer agreement entered into by the Department with each Dealer. The delivery to the Dealers ofthe executed Reoffering Memorandum and the distribution by the Dealers ofthe Reoffering Memorandum and any such amendment or supplement, are hereby authorized and approved. Section 3. Each Designated Officer, acting singly, is hereby authorized and directed, in the name ofand on behalf of the Department, to effect the delivery ofthe Liquidity Facility, including without limitation, the distribution, execution and delivery of the First Amendment to Revolving Credit Agreement, the First Amendment to Fee Letter and the Reoffering Memorandum, and the carrying out of the terms of such documents. Each Designated Officer, acting singly, is hereby further authorized and directed, in the name of and on behalf of the Department, to (a) draw demands on the Power Revenue Fund for the payment of obligations arising from and in connection with this Resolution and any agreements relating thereto, including but not limited to costs and expenses of rating agencies such as Moody's, Standard and Poor's and Fitch or any future rating agency then rating the Notes, any costs or expenses owed to the Liquidity Provider and any costs and expenses relating to

9 JUNE 19,2013,9:33 A.M. Page 9 printing and distributing the Reoffering Memorandum, (b) execute all certificates and other instruments necessary to effectuate the execution and delivery of the First Amendment to Revolving Credit Agreement, the First Amendment to Fee Letter and the delivery ofthe Liquidity Facility and ( c) perform such ministerial acts that are necessary in order to carry out the authority conferred by this Resolution and by the Final Resolution or to evidence said authority and its exercise. Section 4. Pursuant to Section 1022 ofthe Charter, the Board hereby determines that the work to be performed by Public Resources Advisory Group and Tamalpais Advisors, Inc., as fmancial advisors to the Department, Orrick, Herrington & Sutcliffe LLP as bond counsel and disclosure counsel to the Department, in connection with the delivery of the Liquidity Facility, can be performed more feasibly by such entities than by Department or other City oflos Angeles employees. ITEM NO Authorizes execution ofagreement No with U.S. Bank National Association to provide Trust and Custodial Services for the Natural Gas Trust Fund. The total amount not to exceed $15,000 for a term of36 months. Submitted by ChiefFinancial Officer. RESOLUTION NO WHEREAS, the Board of Water and Power Commissioners (Board) established the Natural Gas Trust Fund (Trust Fund) on July 15,2003 under Resolution No , and the amended Resolution No on October 15,2003, that serves as a depository for funds transferred from the Power Revenue Fund; and WHEREAS, the Los Angeles Department ofwater and Power (LADWP) needs professional expertise to provide Trust and Custodial Services for the Trust Fund; and WHEREAS, on April 15, 2013, the Los Angeles Department of Water and Power (LADWP) released a Request for Proposal (RFP) No seeking proposals from qualified firms; and WHEREAS, LADWP evaluated the proposal submitted in response, to RFP No and selected U.S. Bank as a qualified firm to provide Trust and Custodial Services for the Trust Fund; and WHEREAS, U.S. Bank has reviewed the services to be provided by U.S. Bank incorporated in this Agreement, and represents that it has the qualities, expertise, skills, and abilities to perform such work. WHEREAS, U.S. Bank is awarded the agreement for an amount not to exceed $15,000 and to the term of36 months. NOW THEREFORE BE IT RESOLVED that the Board finds pursuant to City Charter Section 1022, it is more feasible to have the work performed by U.S. Bank because the work requires knowledge, skills, and professional expertise that is not available in the Department. BE IT FURTHER RESOLVED that Agreement No , approved as to form and legality by the City Attorney, between LADWP and U.S. Bank is hereby approved; and 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 and directed to execute said Agreement for and on behalf ofladwp; and BE IT FURTHER RESOLVED, that the Chief Accounting Employee ofladwp, upon proper certification, is authorized and directed to draw demands upon the Power Revenue Funds in payment ofthe obligations arising under said agreement.

10 JUNE 19,2013,9:33 A.M. Page 10 ITEM NO Amending and approving for adoption Articles 10(b) (1), loeb) (1) (aa), and 10 (b) (bb) ofthe Memoranda ofunderstanding for the Ten Bargaining Units Represented by the International Brotherhood ofelectrical Workers, Local 18. Submitted by Director ofhuman Resources. RESOLUTION NO WHEREAS, the Los Angeles Department ofwater and Power (LADWP) and the International Brotherhood ofelectrical Workers (IBEW), Local 18, have entered into a Letter of Intent (L01), last signed on April 30, 2013, to amend Article 10 "Absence from Duty", specifically Articles 10 (b) (1), "Additional Absence with Pay" provision, 10 (b) (1) (aa), and 10 (b) (1) (bb) ofthe Memoranda of Understanding (MOU) for the ten (10) bargaining units represented by IBEW, Local 18, which the LOI is on file with the Secretary ofthe Board ofwater and Power Commissioners; and WHEREAS, the LOI amends Articles 10 (b) (1), 10 (b) (1) (aa), and 10 (b) (1) (bb) by clarifying the overall language, adding language to defer the existing benefit specified therein until a new LADWP appointee completes six (6) continuous months of service with LADWP, and adding language to pay the unused personal time off upon an employee's return to active payroll status to the MOU for the Technical Representation Unit, Professional Unit, Administrative Representation Unit, Supervisory Professional Unit, Supervisory Technical and Business Administration Unit, Steam Plant and Water Supply Unit, Clerical Unit, Operating, Maintenance and Service Unit, Supervisory Blue Collar Unit, and Supervisory Clerical and Administrative Unit pertaining to the "Additional Absence with Pay" provision; and WHEREAS, the action specified above shall be effective on the date the Board of Water and Power Commissioners takes action by adoption ofthis Resolution; and NOW, THEREFORE, BE IT RESOLVED, that the language incorporated in the attached LOI be hereby approved, ratified, and adopted for inclusion in the IBEW MOUs stated in the second paragraph above. Seconded by Commissioner Noonan and carried by the following vote: Ayes, Commissioners Moss, Noonan, Parfrey, President Sayles; ITEM NO.8 - Spec. No. 384 to provide Parts, Genuine Ford, New and Remanufactured. Award to: A. Bob Wondries Ford for a total amount not to exceed $3,383,781 for a term of 36 months. B. Antelope Valley Ford (Negotiated Award) for a total amount not to exceed $187,500 for a term of36 months. C. Eastern Sierra Motors (Negotiated Award) for a total amount not to exceed $742,950 for a term of 36 months. Submitted by Assistant General Manager - Systems Support Division. RESOLUTION NO WHEREAS, this contract is for furnishing and delivering parts, genuine Ford, new and remanufactured, for Ford Passenger Cars, Light and Medium Duty Trucks and Los Angeles Department ofwater and Power's (LADWP) Systems Support Division recommends award of this contract; and WHEREAS, LADWP received five bids. 'Two ofwhich were deemed non-responsive; and WHEREAS, Bob Wondries Ford, the lowest evaluated bidder for Group A - Metro District area after applying the Local Business Preference Program discount, under Specification No. 384; and

11 ,~~ ~~~ SPECIAL MEETING OF COMMISSIONERS (Continued) JUNE 19,2013,9:33 A.M. Page 11 WHEREAS, Antelope Valley Ford, the only bidder for Group B - Southern Aqueduct area; and WHEREAS, Eastern Sierra Motors, Inc., the only bidder for Group C - Northern Aqueduct area. NOW, THEREFORE, BE IT RESOLVED that Bob Wondries Ford is awarded Contract No. 384A for an amount not to exceed $3,383,781.00, for a term of 36 months, under Specification No. 384, approved as to form and legality by the City Attorney and on file with the Secretary of the Board. BE IT FURTHER RESOLVED that Antelope Valley Ford is awarded Contract No. N384B for an amount not to exceed $187,500.00, for a term of 36 months, under Specification No. 384, approved as to form and legality by the City Attorney and on file with the Secretary ofthe Board. BE IT FURTHER RESOLVED that Eastern Sierra Motors is awarded Contract No. N384C for an amount not to exceed $742,950.00, for a term of36 months, under Specification No. 384, approved as to form and legality by the City Attorney and on file with the Secretary of the Board. Approval moved by Commissioner Moss. Seconded by Commissioner Parfrey and carried by the following vote: Ayes, Commissioners Moss, Noonan, Parfrey, President Sayles; ITEM NO Revises the established eligibility criteria for Low-Income Discount Program participants effective July 1,2013 through June 30, Submitted by Assistant General Manager - Customer Service Division. RESOLUTION NO WHEREAS, the rates for water and electric service set by the Board of Water and Power Commissioners ofthe City of Los Angeles (Board) and approved by ordinance provide a subsidy for qualified low-income residential customers; and WHEREAS, the Board is authorized to establish from time to time the low-income eligibility criteria for use in the water and electric rates. NOW, THEREFORE, BE IT RESOLVED that the eligibility requirements and criteria for the low-income subsidy effective July 1, 2013 are: The combined gross income, whether taxable or non-taxable, for all persons who live in the household, including but not limited to, income derived from salaries, wages, child support, alimony, interest, rental income, dividends, benefits including Aid to Families with Dependent Children, Social Security benefits, spousal support payments, veteran benefits, disability, unemployment, retirement, cash, tips, public assistance, food stamps and all employment-related non-cash income shall not exceed the following: HOUSEHOLD SIZE Each Additional Person MAX1MUM ANNUAL GROSS INCOME $22,980 $31,020 $39,060 $47, ~14Q $63,180 $71,220 $?2,26Q $8,040

12 JUNE 19,2013,9:33 A.M. Page 12 Approval moved by Commissioner Parfrey. Seconded by Commissioner Moss and carried by the following vote: Ayes, Commissioners Moss, Noonan, Parfrey, President Sayles; ITEM NO. 23 Approves the Memorandum ofunderstanding with the Los Angeles Department ofrecreation and Parks Re-establishing the City Park Irrigation Improvement Program. The maximum funding amount of $3 million per fiscal year. Submitted by Senior Assistant General Manager Water System and Director ofenvironmental Affairs. RESOLUTION NO WHEREAS, the Los Angeles Department ofwater and Power (LADWP) and the Los Angeles Department ofrecreation and Parks (LARAP) are working in partnership to continue to promote and advance water conservation in the City of Los Angeles (City) through water use efficiency projects at parks throughout the City; and WHEREAS, this re-establishes the Memorandum ofunderstanding between LADWP and LARAP for the City Park Irrigation Improvement Program; and WHEREAS, LADWP will receive long-term water conservation benefits from investments in landscape water use efficiency improvements at City parks. NOW, THEREFORE BE IT RESOLVED, that the Memorandum ofunderstanding between LADWP and LARAP, approved as to form and legality by the City Attorney and now on the file with the Secretary ofthe Board, is hereby approved. BE IT FURTHER RESOLVED, that the ChiefAccounting Employee, upon proper certification, is authorized and directed to draw demands on the Water Capital Fund in payment ofthe obligations arising under said Memorandum ofunderstanding, (" BE IT FUTHER 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 Memorandum ofunderstanding for and on behalf ofladwp. Approval moved by Commissioner Moss. Seconded by Commissioner Noonan and carried by the following vote: Ayes, Commissioners Moss, Noonan, Parfrey, President Sayles;

13 JUNE 19,2013,9:33 A.M. Page 13 ITEM NO Spec. No. 466 (Negotiated Award) to Furnish and Deliver Vegetation Management Services for Power Line Clearance. Award to: Davey Tree Surgery Company for a total amount not to exceed $18,415,545 and a term ofthree years. Utility Tree Service, Inc. for a total amount not to exceed $20,033,211 and a term of three years. Submitted by Senior Assistant General Manager - Power System. RESOLUTION NO WHEREAS, through a competitive bid process the Los Angeles Department of Water and Power (LADWP) issued a solicitation to procure the Vegetation Management Services for Power Line Clearance under Specification No. 466; and WHEREAS, LADWP received four bids and all bids were determined to be non-responsive; and WHEREAS, LADWP's Power System recommends contracts awarded to Davey Tree Surgery Company (Davey) under Group I and Utility Tree Service Inc. (UTS) under Group II under Specification No. 466; and NOW, THEREFORE, BE IT RESOLVED that Davey is awarded a contract under Group I for a total amount not to exceed $18,415, for a term ofthree years, and UTS is awarded a contract under Group II for a total amount not to exceed $20,033, for a term ofthree years under Specification No. 466, 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 pursuant to City Charter Section 1022, the Board finds that it is more feasible to have the work performed by an independent contractor. 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. 466 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. Approval moved by Commissioner Parfrey. Seconded by Commissioner Moss and carried by the following vote: Ayes, Commissioners Moss, Noonan, Parfrey, President Sayles;

14 JUNE 19,2013,9:33 A.M. Page 14 ITEM NO Recommends approval ofthe Los Angeles Department Water and Power, Power Sales Agreement No. BP for Megawatts ofgeothermal Capacity from the Heber-l Geothermal Energy Project in Imperial County, California and Agency Agreement No. BP for Project Management Services with Southern California Public Power Authority. Council approval is required RESOLUTION NO WHEREAS, the Los Angeles Department ofwater and Power's (LADWP) Renewable Portfolio Standard Policy and Enforcement Program (RPS Policy) represents the continued commitment by LADWP to renewable energy resources in accordance with Section (e) ofthe Public Utilities Code, requiring the governing boards ofpublicly owned electric utilities to adopt a program for enforcement on or before January 1,2012; and WHEREAS, the RPS Policy established compliance targets for LADWP to supply 25 percent of its retail energy sales from eligible renewable energy resources by 2016 and 33 percent by 2020 in accordance with the California Renewable Energy Resources Act, also referred to as Senate Bill 2 (IX); and WHEREAS, the strategies in LADWP's Integrated Resource Plan (IRP) include regulatory requirements, policy objectives, and increases in eligible renewable energy resources, while maintaining service reliability, using existing assets near eligible renewable energy resources, and minimizing the financial impact on ratepayers; and WHEREAS, the Board ofwater and Power Commissioners (Board) approved the Southern California Public Power Authority (SCPPA) Renewable Electric Energy Resource Project Development Agreement (Phase I Renewable Development Agreement), LADWP Agreement No under Resolution No , which authorized LADWP to participate with other members of SCPP A for the purpose ofinvestigating and performing due diligence on potential new eligible renewable energy resource options; and WHEREAS, the Board approved the SCPP A Phase II Renewable Development Agreement, LADWP No under Resolution No , which authorized LADWP to participate with other members of SCPP A for the purpose ofplanning, exploring, investigating, developing new renewable resources, and allocating costs for these purposes up to $10 million in aggregate through the year 2020; and WHEREAS, SCPP A, pursuant to the needs ofits members, under Phase I Renewable Development Agreement, LADWP Agreement No , issued a Request for Proposal (RFP), a competitive process, for the purchase and/or acquisition of eligible renewable energy resources; and WHEREAS, SCPPA received over 300 responses to its RFP, which included the Heber-l Geothermal Energy Project (HGEP), proposing the sale of46 megawatts (MW) ofrenewable energy and associated environmental attributes from an existing geothermal power generating facility located in Imperial County, California; and WHEREAS, HGEP, which is owned by Heber Geothermal Company (HGC), a wholly owned subsidiary of Ormat Nevada, Inc., was selected to provide renewable energy from geothermal power generating facilities to SCPPA for the benefit ofladwp and the Imperial Irrigation District (Participants); and WHEREAS,' SCPPA and HGC plan to enter into a Power Purchase Agreement for all ofthe electric energy, environmental attributes, and generating capacity rights from HGEP for a 10-year term with a total expenditure of $249 million; and

15 JUNE 19,2013,9:33 A.M. Page 15 WHEREAS, the HGEP Power Sales Agreement (PSA) No. BP sets forth mutual covenants and agreements between LADWP and SCPPA for LADWP's acquisition during the contract term, an average of34.32 MW ofthe metered output, associated environmental attributes, and generating capacity rights associated with HGEP; and WHEREAS, the HGEP Agency Agreement (AA) No. BP provides for the designation of LADWP as the project manager to administer and manage HGEP on behalf ofand for the benefit ofthe Participants, and sets forth mutual covenants and agreements between SCPPA and LADWP in order to enable SCPPA to carry out activities necessary for planning, development, acquisition, maintenance, improvement, administration, and operation ofhgep on behalf ofthe Participants. NOW, THEREFORE, BE IT RESOLVED that PSA No. BP and AA No. BP by and between LADWP and SCPPA, now on file with the Secretary of the Board and approved as to form and legality by the City Attorney, be and the same are hereby approved. BE IT FURTHER RESOLVED that the Board requests that pursuant to Los Angeles City Charter Section 674, the Los Angeles City Council (City Council) approve, by ordinance, PSA No. BP and AA No. BP BE IT FURTHER RESOLVED that the electric energy and environmental attributes acquired from PSA No. BP shall be credited towards LADWP's RPS Policy compliance targets. BE IT FURTHER RESOLVED that the President or the Vice President of this Board, or General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary ofthe Board, are hereby authorized and directed to execute PSA No. BP and AA No. BP for and on behalf ofladwp, upon approval by the City Council by ordinance. 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 of the obligations arising under PSA No. BP and AA No. BP Approval moved by Commissioner Parfrey. Seconded by Commissioner Moss and carried by the following vote: Ayes, Commissioners Moss, Noonan, Parfrey, President Sayles; ITEM NO. 21- Authorizes the execution ofamendment No. 16 to the Palo Verde Nuclear Generating Station Arizona Nuclear Power Project Participation Agreement. Submitted by Senior Assistant General Manager Power System. Council approval by ordinance is required RESOLUTION NO WHEREAS, Arizona Public Service Company (APS), Salt River Project Agricultural Improvement and Power District (SRP), Southern California Edison Company (SCE), EI Paso Electric Company (EPE), Public Service Company ofnew Mexico (P NM), Southern California Public Power Authority (SCPPA), and Los Angeles Department of Water and Power (LADWP) entered into the Arizona Nuclear Power Project Participation Agreement (Participation Agreement) on August 23, 1973, for the ownership, construction, operation and maintenance of ' the Palo Verde Nuclear Generating Station which consists ofreal property and related appurtenances, three nuclear generating units with a combined nameplate rating amounting to approximately 4,000 MW, and all project agreements related thereto; and

16 JUNE 19,2013,9:33 A.M. Page 16 WHEREAS, LADWP maintains a 5.7 percent interest in the Palo Verde Nuclear Generating Station; and WHEREAS, LADWP executed a Power Purchase Agreement with SCPPA on July 1, 1981, whereby, LADWP was granted a 66 percent ofscpp A's generation allocation, thus bringing its total share to 9.66 percent ofthe Palo Verde generation output; and WHEREAS, the Participation Agreement was last amended on January 13,2011 and is set to expire on December 31, 2027 in conjunction with the expiration ofthe last operating license; and WHEREAS, Palo Verde's operating licenses for three units were extended for another 20 years by the Nuclear Regulatory Commission (NRC) in April 2011, allowing the station to operate until at least November 25, 2047; and WHEREAS, the Participation Agreement is now amended to be effective until the expiration date ofthe last operating license or until the date that all three units were completely removed from service, whichever comes first; and WHEREAS, the Participation Agreement requires each Palo Verde participant to make annual contributions to their respective Termination Funds over the operating life ofthe station which is now changed from the original 40- year license period to the current 60- year license period; and WHEREAS, the Board ofwater and Power Commissioners (Board) hereby approve Amendment Number 16 to the Participation Agreement which authorizes a 20-year extension that would be consistent with the longest term ofthe station's operating licenses and adjusts the funding curve for the Termination Fund accordingly. NOW, THEREFORE, BE IT RESOLVED that Amendment Number 16 to the Participation Agreement, now on file with the Secretary ofthe Board and approved as to form and legality by the City Attorney, be and the same are hereby approved. BE IT FURTHER RESOLVED that the Board requests that the Los Angeles City Council approve, by ordinance, the Palo Verde Nuclear Generating Station Arizona Nuclear Power Project Participation Agreement Number 16. 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 ofthe Board be and they are hereby authorized and directed to execute said Agreement for and on behalfofthe LADWP upon approval by the City Council by ordinance pursuant to Sections 373 and 674 ofthe Charter ofthe City of Los Angeles. BE IT FURTHER RESOLVED that the ChiefAccounting Employee ofthe LADWP, upon proper certification, is authorized and directed to draw demands ofthe Power Revenue Fund, in payment ofthe obligations arising under said agreement. Approval moved by Commissioner Moss. Seconded by Commissioner Noonan and carried by the following vote: Ayes, Commissioners Moss, Noonan, Parfrey, President Sayles; ITEM NO. 22 Approves a Mitigated Negative Declaration for the Owens Lake Solar Demonstration Project; adopt Mitigation Monitoring and Reporting Plan; and approve the Owens Lake Solar Demonstration Project. Submitted by Director ofenvironmental Affairs and Senior Assistant General Manager Power System.

17 JUNE 19,2013,9:33 A.M. Page 17 RESOLUTION NO WHEREAS, the Los Angeles Department ofwater and Power (LADWP) first adopted a renewable portfolio standard program in 2005 and has met the 2010 goal ofproviding 20 percent of its energy sales to retail customers from renewable resources; and WHEREAS, the LADWP's 2012 Final Power Integrated Resource Plan calls for 33 percent ofits energy sales to be from renewable power resources by 2020; and WHEREAS, to meet these goals LADWP has embarked on an aggressive renewable power program, which includes solar power sources; and WHEREAS, LADWP proposes to implement the Owens Lake Solar Demonstration Project, which would both generate renewable energy and provide data on the feasibility ofadditional installation ofsolar facilities on Owens Lake. NOW, THEREFORE, BE IT RESOLVED that the Board of Water and Power Commissioners of the City oflos Angeles (Board) recognizes that a study was made ofthe potential environmental effects ofthe Owens Lake Solar Demonstration Project, including its construction and operation. This study is embodied in the Initial StudylMitigated Negative Declaration (ISIMND) on file with the Secretary ofthis Board and is incorporated in this Resolution, and made a part hereof. BE IT FURTHER RESOLVED that this Board makes the following further findings and determinations with respect to the proposed project: An IS/MND for the proposed project was prepared and circulated for public review from March 28,2013 to April 29, The Notice was published in the Inyo Register on March 28, April 2 and 4,2013. The ISIMN D and'notice ofintent (NO 1) to Adopt an MND was mailed to the Inyo County Clerk, trustee and responsible agencies, and Native American tribes on March 26,2013, The NOI was mailed to additional agencies, organizations, and interested persons. A copy ofthe ISIMND is on file with the Secretary of the Board as Attachment 1 to the Board letter. Copies ofthe NOI, mailing lists, and proofofpublication are on file with the Secretary ofthe Board as Attachment 2 to the Board letter. Nine comment letters were received on the ISIMN D from the following agencies/organizations: o Caltrans, District 9 o Lahontan Regional Water Quality Control Board o California State Lands Commission o California Department offish and Wildlife (CDFW) o Boulder Creek RV Resort, LLC o Governor's Office ofplanning and Research o Governor's Office of Planning and Research (late comments) o CIS Fish and Wildlife Service o Big Pine Paiute Tribe ofthe Owens Valley The comment letters, along with staff responses, are on file with the Secretary ofthe Board as Attachment 3 to the Board letter. The comments did not necessitate any changes to the ISIMND. BE IT FURTHER RESOLVED that a Mitigation Monitoring and Reporting Program (lvil VIRP) has been developed to ensure implementation ofthe mitigation measures outlined in the IS/MND. The MMRP is on file with the Secretary ofthe Board as Attachment 4 to the Board letter. These mitigation measures, over which LADWP will maintain oversight and act as monitoring agent, are as follows:

18 JUNE 19,2013,9:33 A.M. Page 18 BIO-l BI0-2 BlO-3 Construction Worker Education Program. To minimize potential direct impacts to Snowy Plover from construction activities, LADWP shall continue the construction worker education program consistent with the previous approach and per CDFW recommendations. The program shall be based on Snowy Plover identification, basic biology and natural history, alarm behavior ofthe Snowy Plover, and applicable mitigation procedures required of LADWP and construction personnel. The program shall be conducted by a biology familiar with the biology of the Snowy Plover at Owens Lake. The education program shall explain the need for the speed remaining ofbuffer markers. All construction, operation, and maintenance personnel working within the project area shall complete the program prior to their workimz on the lake bed. reconstruction Surveys for Snowy Plover. To minimize potential direct limpacts to Snowy Plover within the project area due to construction tivities, LADWP shall conduct a preconstruction: survey for Snowy lover in all potential Snowy Plover habitat prior to any construction.ctivity that is performed during the Snowy Plover breeding season (March 15 to August 15). Preconstruction surveys shall be performed no more than days prior to the start ofground-disturbing activities. A 200-foot buffer shall be placed around all active Snowy Plover nests that are discovered ithin the construction area. This buffer shall protect the plover nest from oth destruction and construction noise. Green-colored stakes of less than oinches in height shall be used to mark buffer edges, with stakes spaced.t approximate cardinal directions. Maps ofsnowy Plover nest locations Ishall be posted at the construction office and made available to all site ersonnel. The activity ofthe nest shall be monitored by a biological onitor, as per existing guidelines for the North Sand Sheet and Southern ones dust control projects and any revisions to the monitoring protocol at have been approved by CDFW. Active Snowy Plover nests shall be onitored at least weekly. The nest buffer shall remain in place until such ime as the biological monitor determines that the nest is no longer active and that fledglings are no longer in danger from proposed construction lactivities in the area. Buffers shall be more densely marked where they 'ntersect project-maintained roads. Vehicles shall be allowed to pass hrough nest buffers on maintained roads at speeds less than 15 miles per our, but shall not be allowed to stop or park within active nest buffers. ermitted activity within the nest buffer shall be limited to foot crews orking with hand tools and shall be limited to 15-minute intervals, at least hour aoart, within a nest buffer at anv one time. nowy Plover Nest Speed Limit. To minimize potential direct and umulative impacts to Snowy Plover and other sensitive biological esources from vehicles construction activities, LADWP shall implement a peed limit of 30 miles per hour within all active construction areas on wens Lake during construction ofdust control measures. Speed limits shall be 15 miles per hour within active Snowy Plover nest buffers. esignated speed limits for other construction areas outside ofactive nest uffers shall be maintained at 30 miles per hour where it is determined to e safe according to vehicle capabilities, weather conditions, and road onditions. Site personnel shall be informed daily oflocations where active est buffers overlap with roads in the construction area. Signs shall be osted that-clearly state required speed limits. Speed limit signs shall be osted at all entry points to the lake. The number ofspeed limit signs shall e kept at a minimum near active Snowy Plover nest areas to reduce otential perches for raptors and other Snowy Plover predators and shall be loutfitted with Nixalite or the functional equivalent if srreater than 72 inches