Los Angeles, California, October 16, 2012

Transcription

1 Los Angeles, California, October 16, 2012 MINUTES OF REGULAR MEETING OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES HELD IN ROOM 1555-H OCTOBER 16,2012 1:58 P.M. Meeting called to order by President Thomas S. Sayles and roll called: Present - Commissioners: Absent- President Sayles Richard Moss Jonathan Parfrey Eric Holoman Christina E. Noonan A quorum present. None IN ATTENDANCE were the following: Aram H. Benyamin, Joseph Brajevich, Richard M. Brown, Philip Leiber, James B. McDaniel, Mark J. Sedlacek, Gary E. Wong, Senior Assistant General Manager - Power System, Power System Assistant General Counsel, Water and Power, City Attorney's Office General Counsel, Water and Power, City Attorney's Office Chief Financial Officer, Financial Services Organization Senior Assistant General Manager - Water System, Water System Director ofenvironmental Affairs, Intergovernmental Affairs Assistant General Manager - Systems Support Division ITEM NO.1 - Opening remarks were made by the Commission President on agenda and other items relating to Department operations. ITEM NO.2 - No reportlbriefing was given by the General Manager. ITEM NO.3 - A comment and/or request from Commissioner Moss was made during the Board meeting relating to Department operations. Commissioner Moss - Provide information explaining why 27 percent ofpayment discounts were lost as reported in the August 2012 Financial Services Monthly Report (Item No. 30). ITEM NO.4 - The Secretary presented the opportunity for the public to address the Board on items ofinterest to the public that are within the subject matter jurisdiction ofthe Board. Written recommendations, approved by the General Manager, transmitting the following resolutions, approved as to form and legality by the City Attorney:

2 OCTOBER 16,2012,1:58 P.M. Page 2 Commissioner Parfrey moved adoption ofthe following eighteen resolutions, approved as to fonn and legality by the City Attorney: ITEM NO.6 - Authorizes award of Contract No. 136 (Amendment No.1) for Parts, Engines, Transmissions, Genuine GMC, New and Remanufactured, for GMC Trucks, Light to Medium Duty with Western Truck Exchange. The Amendment will extend the contract by six months. Submitted by Assistant General Manager Systems Support Division, Senior Assistant General Manager - Water System and Senior Assistant General Manager - Power System. RESOLUTION NO WHEREAS, Western Truck Exchange was awarded Contract No. 136 for parts, engines, transmissions, genuine GMC, new and remanufactured, for GMC trucks, light to medium duty; and WHEREAS, Systems Support Division recommends Amendment No.1 to Contract No. 136 with Western Truck Exchange to increase the contract tenn ofthe second optional period by six months and limit the contract expenditures to $137, No additional money is being requested; and WHEREAS, under Los Angeles Administrative Code Section 10.5(b )(2) Amendment No. 1 to Contract No. 136 will not require City Council approval. NOW, THEREFORE, BE IT RESOLVED that Amendment No. 1 to Contract No. 136 is approved as to fonn and legality by the City Attorney and on file with the Secretary ofthe Board. BE IT FURTHER RESOLVED that the President or Vice President ofthe Board, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary ofthe Board be and they are hereby authorized and directed to execute said amendment for and on behalf ofthe LADWP. BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the tenns ofthis amendment to Contract No. 136 and this Resolution. ITEM NO.7 - Authorizes award of Specification No. N-337 to Furnish and Deliver Pole Trussing Service, to Osmose Utilities Services, Inc. for an amount not to exceed $3,989,433 for a tenn ofone year with two optional one-year extensions. Submitted by Senior Assistant General Manager Power System and Assistant General Manager Systems Support Division. RESOLUTION NO WHEREAS, through a competitive bid process, the Los Angeles Department ofwater and Power (LADWP) sought to furnish and deliver pole trussing services under Specification No. N-337; and WHEREAS, LADWP received one bid, which was determined to be non-responsive; and WHEREAS, Osmose Utilities Services, Inc. (Osmose) was the only bidder, but took exceptions to LADWP's tenns and conditions and technical requirements; and WHEREAS, LADWP negotiated the tenns and conditions and the technical requirements with Osmose, and Osmose agreed to have prices only be affected by the yearly Consumer Price Index and to comply with all ofladwp's technical requirements under Specification No. N-337; and

3 OCTOBER 16,2012, 1 :58 P.M. Page 3 WHEREAS, LADWP's Power System recommends a negotiated contract be awarded to Osmose under Specification No. N-337. NOW, THEREFORE, BE IT RESOLVED that Osmose is awarded a negotiated contract, for a total amount not to exceed $3,989, for a term ofone year with two optional one-year extensions, under Specification No. N-337, 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 ChiefAccounting Employee ofladwp is hereby authorized and directed to draw demands on the Power Revenue Fund in accordance with the terms ofthis contract awarded pursuant to Specification No. N-337 and this Resolution. BE IT FURTHER RESOLVED that the President or Vice President, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary ofthe Board are hereby authorized, empowered, and directed to execute said contract for and on behalf ofladwp. ITEM NO.8 - Authorizes award of Specification No. 396 to Provide Copper Tubing used for Water service connections, instrumentation, and testing equipment, to Ferguson Enterprises, Inc. for a total amount not to exceed $2,843,955 for a term ofone year with two optional one-year periods. Submitted by Senior Assistant General Manager - Water System and Assistant General Manager - Systems Support Division. RESOLUTION NO WHEREAS, Ferguson Enterprises, Inc. (Ferguson), is the lowest and only responsive bidder, under Specification No. 396 to furnish water copper tubing; and WHEREAS, the Los Angeles Department ofwater and Power's (LADWP) Water System recommends award ofthis contract. NOW, THEREFORE, BE IT RESOLVED that Ferguson is awarded the contract for a total amount not to exceed $2,843,955.00, for a period ofone year with two optional one-year periods, under Specification No. 396, 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 ofthese contracts awarded pursuant to Specification No. 396 and this resolution. BE IT FURTHER RESOLVED that the President or Vice President ofthe Board, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary ofthe Board be and they are hereby authorized and directed to execute said contracts for and on behalfofladwp. ITEM NO.9 - Authorizes award ofspecification No. 398 to provide 15-kV and 46-kV Silicone Insulators, to K -Line Insulators USA, Inc. for a total amount not to exceed $1,764,099 for a term ofone year with two optional one-year periods. Submitted by Senior Assistant General Manager Power System and Assistant General Manager Systems Support Division.

4 OCTOBER 16,2012, 1:58 P.M. Page 4 RESOLUTION NO WHEREAS, K-Line Insulators USA, Inc. (K-Line), is the only responsive bidder under Items 1 through 7 and only bidder under Items 8 and 9, under Specification No. 398 to furnish 15 kv and 46-kV silicone insulators; and WHEREAS, the Los Angeles Department ofwater and Power's (LADWP) Power System recommends award ofthis contract. NOW, THEREFORE, BE IT RESOLVED that K-Line is awarded the contract for a total amount not to exceed $1,764,099.00, for a period ofone year with two optional one-year periods, under Specification No. 398, approved as to form and legality by the City Attorney and on file with the Secretary ofthe Board. BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Power Revenue Fund in accordance with the terms of these contracts awarded pursuant to Specification No. 398 and this resolution. BE IT FURTHER RESOLVED that the President or Vice President ofthe Board, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary ofthe Board be and they are hereby authorized and directed to execute said contracts for and on behalfofladwp. ITEM NO. 10 Authorizes award ofspecification No. 401 to Furnish Cutouts and Disconnect Switches for Power Distribution, to Impact Power, Inc. for a total amount not to exceed $2,539,638 for a term ofone year with two optional one-year periods, and OneSource Distributors for a total amount not to exceed $1,097,100 for a term ofone year with two optional one-year periods. Submitted by Senior Assistant General Manager - Power System and Assistant General Manager - Systems Support Division. RESOLUTION NO WHEREAS, Impact Power, Inc., is the lowest bidder under Items 1 and 2 and One Source Distributors, is the lowest bidder under Item 3, under Specification No. 401 to furnish cutouts and disconnect switches for Power Distribution; and WHEREAS, the Los Angeles Department of Water and Power's (LADWP) Power System recommends award ofthis contract. NOW, THEREFORE, BE IT RESOLVED that Impact Power, Inc. is awarded the contract for a total amount not to exceed $2,539,638.00; and One Source Distributors is awarded the contract for a total amount not to exceed $1,097,100.00; for a period ofone year with two optional one-year periods, under Specification No. 401, 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 Power Revenue Fund in accordance with the terms of these contracts awarded pursuant to Specification No. 401 and this resolution. BE IT FURTHER RESOLVED that the President or Vice President ofthe Board, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary ofthe Board be and they are hereby authorized and directed to execute said contracts for and on behalf ofladwp.

5 OCTOBER 16,2012,1:58 P.M. Page 5 ITEM NO Authorizes award of Contract 956 (Amendment No.1) for Construction of Electrical Underground Conduits and Substructures with Northwest Excavating, Inc. The amendment will extend the contract term by 12 months and increase the contract limit by $1,500,000. Council approval is required. Submitted by Senior Assistant General Manager Power System and Assistant General Manager Systems Support Division. RESOLUTION NO WHEREAS, Northwest Excavating, Inc. (Northwest), a local woman-owned business enterprise, was awarded Contract No. 956 to provide services for construction ofelectrical underground conduits and substructures; and WHEREAS, the Los Angeles Department ofwater and Power's (LADWP) Power System recommends approval ofamendment No. 1 to Contract No. 956 with Northwest to extend the contract period by 12 months to a revised term of48 months, from December 10, 2012, to December 10, 2013, and increase the contract limit amount by $1,500,000 from $9,026,223 to $10,526,223; and WHEREAS, this contract is totaling 48 months with Northwest. This contract exceeds the time period set by ordinance. Therefore, City Council approval is required in accordance with City Charter Section 373; and WHEREAS, pursuant to City Charter Section 1022, the Board finds that it is more feasible to have the work be performed by outside services to meet the compressed schedule. NOW, THEREFORE, BE IT RESOLVED that Amendment No.1 to Contract 956 is approved as to form and legality by the City Attorney and on file with the Secretary ofthe Board. BE IT FURTHER RESOLVED that the President or Vice President ofthe Board, or the General Manager, or such person as 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 amendment for and on behalf ofladwp, upon approval by the City Council pursuant to City Charter 373. BE IT FURTHER RESOLVED that the ChiefAccounting Employee ofladwp, upon proper certification, is hereby authorized and directed to draw demands on the Power Revenue Fund in accordance with the terms ofthis contract. ITEM NO Authorizes award ofcontract No. N-7395 (Amendment No.1) for Reconditioning and Repair ofsteam Turbine and Gas Turbine Generator Components at Haynes Generating Station, Unit Nos. 8, 9 and 10 with General Electric International, Inc. The amendment will increase the contract amount by $280,000. Submitted by Senior Assistant General Manager - Power System and Assistant General Manager - Systems Support Division. RESOLUTION NO WHEREAS, General Electric International, Inc. (GEII), was awarded Contract No. N-7395 for Reconditioning and Repair of Steam Turbine and Gas Turbine Generator Components at Haynes Generating Station, Unit Nos. 8, 9, and 10; and WHEREAS, Los Angeles Department ofwater and Power's (LADWP) Power System recommends approval ofamendment No.1 to Contract No. N-7395 with GEII to increase the contract amount by $280, to $4,307,823.00; and

6 OCTOBER 16,2012,1:58 P.M. Page 6 WHEREAS, that pursuant to City Charter Section 1022, the Board finds it more feasible to have work performed by outside services because LADWP does not have a sufficient number ofemployees properly trained and does not have the specialized equipment necessary. NOW, THEREFORE, BE IT RESOLVED that Amendment No.1 to Contract No. N-7395, is approved as to form and legality by the City Attorney and on file with the Secretary ofthe Board. BE IT FURTHER RESOLVED that the President or Vice President ofthe Board, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary ofthe Board are hereby authorized, empowered, and directed to execute said amendment for and on behalfofthe LADWP 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 contract awarded pursuant to Contract No. N-7395 and this resolution; and ITEM NO. 13 -Authorizes award ofspecification No to Furnish and Deliver a High Speed Mail Finishing System, to Bell and Howell, LLC for a total amount not to exceed $729,900 for a one-time spot purchase. Submitted by Assistant General Manager - Customer Experience and Assistant General Manager - Systems Support Division. RESOLUTION NO WHEREAS, Bell and Howell, LLC, is the lowest bidder, under Specification No to furnish and deliver a high-speed mail finishing system; and WHEREAS, the Los Angeles Department ofwater and Power's (LADWP) Customer Service recommends award ofthis contract. NOW, THEREFORE, BE IT RESOLVED that Bell and Howell, LLC is awarded the contract for a total amount not to exceed $729,900.00, for a one-time spot purchase, under Specification No. 7407, 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 ofthese contracts awarded pursuant to Specification 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 behalfofladwp. ITEM NO Authorizes execution ofbp with Bonneville Power Administration for the Operation and Maintenance Agreement for the Metallic Return Transfer Breaker and Ground Return Transfer Switch. Council approval is required by ordinance. Submitted by Senior Assistant General Manager - Power System. RESOLUTION NO WHEREAS, the Department ofwater and Power ofthe City oflos Angeles (LADWP) owns the southern portion ofthe Pacific High Voltage Direct Current Intertie (PDCI) along with Southern California Edison, City ofglendale, City ofburbank, and City ofpasadena, and LADWP is the designated operating agent for the southern portion ofthe PDCI; and

7 OCTOBER 16,2012, 1 :58 P.M. Page 7 WHEREAS, Bonneville Power Administration (BP A) owns the northern portion ofthe PDCI; and WHEREAS, the Board ofwater and Power Commissioner approved a Reimbursable Agreement between LADWP and BPA, referred to as DWP Agreement No. BP and BPA Agreement No. 06TX-12216, under Resolution No on September 5,2009, for the procurement and installation ofa Metallic Return Transfer Breaker (MRTB), a Ground Return Transfer Switch (GRTS) and other control system modifications at the Celilo Converter Station located within BP A's balancing authority area; and WHEREAS, LADWP and BPA desire an operation and maintenance agreement to govern the services and charges associated with the operation ofthe MRTB and GRTS. NOW, THEREFORE, BE IT RESOLVED that the Operation and Maintenance (O&M) Agreement for the MRTB and GRTS between LADWP and BP A, DWP Agreement No. BPI2-001, approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board, is hereby approved subject to the City Council's approval ofsaid agreement, by ordinance, in accordance with Charter Section 674(a)(1)(A). BE IT FURTHER RESOLVED that the General Manager is authorized, empowered, and directed to execute the O&M Agreement for the MRTB and GRTS, D WP Agreement No. BP12-001, for and on behalfofladwp, subject to City Council approval by ordinance. BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Power Revenue Fund for payment ofall obligations arising from or related to DWP Agreement No. BP ; and ITEM NO Recommends the approval ofthe Facility Transfer and Release Agreement with Southern California Edison Company for the Sylmar Converter Station West Building LADWP No. BPI2-002). Council approval is required by ordinance. Submitted by Senior Assistant General Manager Power System. RESOLUTION NO WHEREAS, the Department ofwater and Power ofthe City oflos Angeles (LADWP) jointly owns the southern portion ofthe Pacific Direct Current Intertie along with Southern California Edison, City ofglendale, City ofburbank, and City ofpasadena (DC Facilities Participants), and is the operating agent on behalfofitself and the DC Facilities Participants; and WHEREAS, the Board ofwater and Power Commissioner approved Amendment No.1 to the City - Edison Pacific intertie DC Transmission Facilities Agreement (DWP Agreement No ) between LADWP and SCE, referred to as DWP Agreement No. BP02-007, under Resolution No on May 7, 2002, which among other things, authorized LADWP to make capital improvements at Sylmar Converter Station under the Sylmar Converter Station Replacement Project (SCS Replacement Project) and stated SCE's financial responsibilities for these improvements; and WHEREAS, as part ofthe scope ofthe SCS Replacement Project, the existing SCS West Building was to be demolished, but LADWP decided to use the building for office space instead and the building was left intact. In September 2005, the building was appraised for $4.5 million. LADWP offered SCE $2.25 million as a credit towards SCE's remaining financial responsibility ofthe SCS Replacement Project in exchange for SCE's fifty percent ownership share ofthe building and associated facilities. SCE accepted the offer.

8 OCTOBER 16,2012,1:58 P.M. Page 8 WHEREAS, LADWP and SCE desire a facility transfer and release agreement to state the terms and conditions ofthe transfer. NOW, THEREFORE, BE IT RESOLVED that the Facility Transfer and Release Agreement between LADWP and SCE, DWP Agreement No. BP12-002, approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board, is hereby approved subject to the City Council's approval of said agreement, by ordinance, in accordance with Charter Section 674(a)(l). BE IT FURTHER RESOLVED that the General Manager is authorized, empowered, and directed to execute the Facility Transfer and Release Agreement, DWP Agreement No. BP12-002, for and on behalfofladwp, subject to City Council approval by ordinance. BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Power Revenue Fund for payment of all obligations arising from or related to DWP Agreement No. BP ; and ITEM NO Authorizes Amendment No.1 to Agreement No with Pioneer Solutions LLC to continue to provide a web-based Energy Trading and Risk Management System Subscription. The amendment extends the term by 12 months. Submitted by Chief Financial Officer. RESOLUTION NO WHEREAS, Pioneer Solutions LLC (Pioneer) was awarded Agreement No on December 1, 2009 to provide a web-based Energy Trading and Risk Management System Subscription; and WHEREAS, the agreement was awarded for a term ofthree (3) years which expires on November 30, 2012 for an amount not to exceed $400,000; and WHEREAS, LADWP's Financial Services Organization recommends approval ofamendment No.1 to Agreement No to revise the original contract term from 36 months to 48 months, and limit the expenditure to $70,000 for the extended term ofthe Agreement, saving the Department 28 percent in fees when compared to the current cost of$97,500 annually; and WHEREAS, Amendment No.1 requires no additional funds since there is approximately $107,500 remaining in the current contract; and WHEREAS, under Los Angeles Administrative Code Section 10.5(b)(2) Amendment No.1 to Agreement No will not require City Council approval. NOW, THEREFORE, BE IT RESOLVED, that Amendment No.1 to Agreement No between LADWP and Pioneer Solutions LLC, approved as to form and legality by the City Attorney, and filed with the Secretary ofthe Board, between the LADWP and Pioneer, be and the same is hereby approved; and BE IT FURTHER RESOLVED, that pursuant to Charter Section 1022, such services covered by this Agreement are expert in nature and can be performed more feasibly and economically by independent contractors than by LADWP or City employees; and 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, and the Secretary, Assistant Secretary, or the Acting Secretary of this Board, be and they are hereby authorized, empowered, and directed to execute said Amendment No.1 to Agreement No for and on behalfofladwp; and

9 OCTOBER 16, 2012, 1:58 P.M. Page 9 BE IT FURTHER RESOLVED, that the Chief Accounting Employee ofladwp, upon proper certification, is authorized and directed to draw demands on the Power Revenue Funds in payment ofthe obligations arising under these Agreements. ITEM NO Authorizes acceptance of$2,011, as settlement for the February 6, 2004 property damage loss to Unit 6 Main Bank Transformer at the Haynes Generating Station. Submitted by Chief Financial Officer. RESOLUTION NO WHEREAS, Haynes Generating Station Unit 6 Main Bank Transformer suffered property damage on February 6, 2004 which was covered under the Corporate Property Insurance Program (CPIP); and WHEREAS, the Department has presented a claim to its CPIP insurance carriers; and WHEREAS, the Department has finalized the claim process with its insurance carriers; and WHEREAS, the Department agrees that the amount of$2,011, is in excess ofthe policy deductible of $2 million. NOW, THEREFORE, BE IT RESOLVED that this Board accepts the settlement from the CPIP insurance carriers in the amount of$2,011,916.25; and BE IT FURTHER RESOLVED that the Chief Accounting Employee is authorized to sign all documents securing payment ofthe $2,011, from the CPIP insurance companies. ITEM NO Authorizes execution ofamendment No.1 to Agreement No with International Business Machines. The amendment will extend the term by six months and add $66,000 to the contract limit. Submitted by Assistant General Manager - Systems Support Division. RESOLUTION NO WHEREAS, effective November 1,2009, Los Angeles Department ofwater and Power (LADWP) entered into Agreement No (which together with all amendments and supplements thereto hereinafter shall be referred to as the "Agreement") with International Business Machines, Corporation (hereinafter referred to as "IBM") for the maintenance of (IBM) mainframes, AIX systems, integrated software, and on-demand support services; and WHEREAS, there is a current need to have IBM continue to provide hardware maintenance and to maintain the equipment warranty while RFP is processed and a new contract is awarded; and WHEREAS, the Information Technology Services proposes Amendment No. 1 to Agreement No with IBM to increase the Agreement by $66,000 to a cumulative total of $1,862,554; and extend the Agreement for six (6) months for a total Agreement term of 42 months (three (3) years and six (6) months) from November 1, 2012 to April 30,2013; and WHEREAS, under Los Angeles Administrative Code 10.5(b) (2) Amendment No.1 to Agreement No will not require City Council approval. NOW, THEREFORE, BE IT RESOLVED that Amendment No. 1 to Agreement No between LADWP and IBM, approved as to form and legality by the City Attorney, and filed with the Secretary ofthe Board, be and the same is hereby approved.

10 OCTOBER 16,2012,1:58 P.M. Page 10 BE IT FURTHER RESOLVED that pursuant to Charter Section 1022, the services can be performed more economically or feasibly by independent contractors than by City employees due to the fact that the contractor has proprietary knowledge. 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, empowered, and directed to execute said Amendment No. 1 to Agreement No for and on behalfof LADWP. BE IT FURTHER RESOLVED that the ChiefAccounting Employee ofladwp, upon proper certification, is authorized and directed to draw demands on both the Water Revenue Fund and the Power Revenue Fund in payment ofthe obligations arising under these Agreements. ITEM NO Authorizes execution ofagreement Nos A-3 and 47116B-3 to Provide Health and Benefits Consultant Services, to Mercer Health & Benefits, LLC for a total amount not to exceed $892,000 for a term ofone year with two optional one-year renewal options, and Buck Consultants, LLC for a total amount not to exceed $538,565 for a term ofone year with two optional one-year renewal options. Submitted by Director ofhuman Resources. RESOLUTION NO WHEREAS, the Los Angeles Department ofwater and Power (LADWP) provides health and dental care benefits for employees, retirees, and their dependents, and the budgeted cost of those benefits in fiscal year is approximately $218,000,000; and WHEREAS, the health care field is very complex and the LADWP, like most governmental agencies, does not have the background and expertise to manage this area without a professional consultant; and WHEREAS, a Request for Proposal (RFP) No Rl for Health and Benefit Consultant Services was issued on February 1,2012, and two proposals were received; and WHEREAS, the LADWP evaluated the proposals and selected Buck Consultants, LLC (Buck) and Mercer Health & Benefits, LLC (Mercer) for a split award as being the most qualified firms in certain aspects ofthe services to provide the Health and Benefit Consultant Services and having met all ofthe requirements set forth in RFP No RI; and WHEREAS, the LADWP proposes to enter into Agreement No.47116A-3 with Mercer to provide these services for a term ofone year with two optional one-year renewal options and a maximum expenditure limit of$892,000.00, and Agreement No B-3 with Buck to provide these services for a term ofone year with two optional one-year renewal options and a maximum expenditure limit of$538,565.00; and WHEREAS, the Consultants have reviewed the respective services to be provided by each Consultant, as incorporated in these agreements, and each represent that it has the qualities, expertise, skills, and abilities to perform such work. NOW, THEREFORE, BE IT RESOLVED that Agreement Nos A-3 and 47116B-3, approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board, between the LADWP and Mercer and Buck, respectively, be and the same is hereby approved. BE IT FURTHER RESOLVED that pursuant to City Charter Section 1022, the services require specialized expertise and can be performed more feasibly by an independent contractor than by City employees.

11 OCTOBER 16,2012,1:58 P.M. Page 11 BE IT FURTHER RESOLVED that the Chief Accounting Employee ofthe LADWP, upon proper certification, is authorized and directed to draw demands on the Water Revenue Fund in an amount not-to-exceed $892, for payment ofthe obligations arising during the three-year period ofagreement No A-3 with Mercer, and an amount not-to-exceed $538, for payment ofthe obligations arising during the three-year period ofagreement No B-3 with Buck. 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 Agreements for and on behalfofthe LADWP. ITEM NO Approves the Class Consolidation ofelectric Distribution Mechanic and Electric Distribution Mechanic Trainee into the New Class ofelectric Distribution Mechanic, Class Code No. 3879; Designate Existing Electric Distribution Mechanic Trainee DDRs with New Class Code Number. Submitted by Director ofhuman Resources. RESOLUTION NO AMENDMENT NO AMENDMENT NO AMENDMENT NO WHEREAS, the Board ofcivil Service Commissioners abolished the classes ofelectric Distribution Mechanic (EDM), Class Code No. 3878; and Electric Distribution Mechanic Trainee (EDMT), Class Code No WHEREAS, the Board ofcivil Service Commissioners approved the class consolidation of EDM and EDMT into the new class ofelectric Distribution Mechanic, Class Code No. 3879, and adopted the new class and class specification. WHEREAS, the Board approves amending the current Memorandum ofunderstanding (MOU) for the Opemting, Maintenance and Service (OM&S) Unit, for Duties Description Record (DDR) Nos , , , , , , , , , , , and , to reflect the new class ofelectric Distribution Mechanic, Class Code No WHEREAS, the Board approves amending LADWP's Annual Personnel Resolution to reflect the new class ofelectric Distribution Mechanic, Class Code No for the above mentioned DDRs. NOW THEREFORE, BE IT RESOLVED that the former EDM and EDMT classifications be abolished at LADWP and the new classification ofelectric Distribution Mechanic, Class Code No. 3879, for DDR Nos , , , , , , , , , , , , and be adopted. ITEM NO. 21- Authorizes execution ofamendment No.2 to Agreement No with AECOM USA, Inc. to revise term from 36 months to 54 months for completion oftask Order No. PV Council approval is required. Submitted by Senior Assistant General Manager Power System.

12 OCTOBER 16,2012, 1:58 P.M. Page 12 RESOLUTION NO WHEREAS, LADWP entered into Agreement No with AECOM USA, Inc. (AECOM) effective December 11,2009, wherein AECOM agreed to furnish solar photovoltaic modules, all associated materials, tools, and equipment, and for professional services which include solar power system design and solar power system-related training for Los Angeles Department ofwater and Power's (LADWP) personnel; and WHEREAS, Agreement No was awarded for a term of36 months which expires December 10, 2012; and WHEREAS, Amendment No.1 to Agreement No was approved and took effect on November 15,2010, wherein AECOM agreed to provide materials and professional services under Task Order PV-0006 for the installation ofa solar power system at Airplane Flats within LADWP's Pine Tree Wind Farm, with an amount not to exceed $31,687,000, which includes a five-percent contingency fund of$1,509,319; and WHEREAS, LADWP's Power System recommends approval ofamendment No.2 to Agreement No with AECOM to revise the original contract term from 36 months to 54 months for the sole purpose ofcompletion oftask Order No. PV-0006 and payment of final invoices; and WHEREAS, all other terms and conditions remain unchanged and in full force and effect. NOW, THEREFORE, BE IT RESOLVED that Amendment No.2 to Agreement No between LADWP and AECOM is approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board. BE IF FURTHER RESOLVED that the Board finds that pursuant to City Charter Section 1022, that the work can be more feasibly performed by an independent contractor rather than by LADWP personnel because the work requires knowledge, skills, and professional expertise that is not available to LADWP. 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, empowered, and directed to execute said Amendment No.2 to Agreement No for and on behalf ofladwp, which will require further approval by the Los Angeles City Council pursuant to City Charter Section 373. BE IT FURTHER RESOLVED that the ChiefAccounting Employee, upon proper certification, be and is hereby authorized and directed to draw demands on the Power Revenue Fund in payment ofthe obligations arising under this Amendment No.2 to Agreement No ITEM NO Authorizes execution ofamendment No.2 to Agreement No with SolarWorld Americas, LLC. The amendment to revise term from 36 months to 44 months to complete Task Order PV Council approval is required. Submitted by Senior Assistant General Manager Power System. RESOLUTION NO WHEREAS, LADWP entered into Agreement No with SolarWorld Americas, LLC (SolarWorld), formerly known as SolarWorld California, LLC, effective December 15,2009, wherein SolarWorld agreed to furnish solar photovoltaic modules, all associated materials,

13 OCTOBER 16,2012,1:58 P.M. Page 13 tools, and equipment, and for professional services which include solar power system design and solar power system-related training for the Los Angeles Department ofwater and Power's (LADWP) personnel; and WHEREAS, Agreement No was awarded for a term of36 months which expires December 14,2012; and WHEREAS, Amendment No.1 to Agreement No was approved and took effect on December 20,2010, wherein SolarWorld agreed to provide materials and professional services under Task Order No. PV-0008 for the installation ofa solar power system at the Adelanto Switching Station, with an amount not to exceed $34,292,240, which includes a five-percent contingency fund of$i,632,964; and WHEREAS, LADWP's Power System recommends approval ofamendment No.2 to Agreement No with SolarWorld to revise the original contract term from 36 months to 44 months for the sole purpose ofcompletion oftask Order No. PV-0008 and payment of final invoices; and WHEREAS, all other terms and conditions remain unchanged and in full force and effect. NOW, THEREFORE, BE IT RESOLVED that Amendment No.2 to Agreement No is approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board. BE IF FURTHER RESOLVED that the Board finds that pursuant to City Charter Section 1022, that the work can be more feasibly performed by an independent contractor rather than by LADWP personnel because the work requires knowledge, skills, and professional expertise that is not available to LADWP. 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, empowered, and directed to execute said Amendment No.2 to Agreement No for and on behalfofladwp, which will require further approval by the City Council pursuant to City Charter Section 373. BE IT FURTHER RESOLVED that the ChiefAccounting Employee, upon proper certification, be and is hereby authorized and directed to draw demands on the Power Revenue Fund in payment ofthe obligations arising under this Amendment No.2 to Agreement No ITEM NO Honors Eugene L. Coufal ofthe Water Operations Division. RESOLUTION NO WHEREAS, Eugene "Gene" L. Coufal, Managing Water Utility Engineer, has achieved 35 years ofservice with the Los Angeles Department ofwater and Power (LADWP); and WHEREAS, Gene L. Coufal began his career in June 1974 as a Student Engineer, in September 1977 he was hired full-time as a Civil Engineering Assistant in the Water Operating Divisions Distribution System Design Section; and WHEREAS, in April 1979, he transferred to the Aqueduct Division's Southern District Engineering Section, in January 1981 he promoted to Associate Engineer in charge ofthe Groundwater Section, in June 1988 he promoted to Waterworks Engineer and was placed in charge ofgroundwater, water rights, and Mono Basin issues; and

14 OCTOBER 16, 2012, 1:58 P.M. Page 14 WHEREAS, in April 1992, he transferred to the Northern District Aqueduct Section as a staff engineer to oversee the implementation ofthe InyolLos Angeles Water Agreement; in September 1995 he was placed in charge ofnorthern District Aqueduct's Engineering Services Section and in October 1996 he was given the added responsibility ofconstruction Superintendent; and WHEREAS, in June 1999, he was appointed to the position ofmanaging Water Utility Engineer in charge ofthe Los Angeles Aqueduct, in this capacity some ofthe major milestones accomplished are the implementation ofthe InyolLos Angeles Water Agreement and the rewatering ofthe Lower Owens River and associated pump back station. His dedication to the City oflos Angeles and his diligence in protecting Los Angeles' water rights is unparalleled. NOW, THEREFORE, BE IT RESOLVED, that the Board ofwater and Power Commissioners on behalf ofladwp management, its employees, and citizens ofthe City of Los Angeles commends, Gene L. Coufal for a career distinguished by his dedication and expertise, and expresses its sincere appreciation of35 years ofservice. 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 Gene L. Coufal in recognition ofhis long and faithful service. Seconded by Commissioner Moss and carried by the following vote: Ayes, Commissioners Moss, Parfrey, President Sayles; Noes, None. ITEM NO A written recommendation was received from the Assistant General Manager Power System, approved by the General Manager, recommending the adoption ofa resolution, approved as to form and legality by the City Attorney, authorizing execution of Amendment No.4 to Agreement No with Ecolectrics, LLC. Commissioner Moss recused himself from voting on this item. Not acted on - no quorum. ITEM NO.5 - Approval ofthe minutes ofthe July 17,2012, regular meeting ofthe Board ofwater and Power Commissioners. Approval moved by Commissioner Parfrey. Seconded by Commissioner Moss and carried by the following vote: Ayes, Commissioners Moss, Parfrey, President Sayles; Noes, None. NOTE: Item No. 25 was later discussed in closed session. ITEM NO A written recommendation was received from the Senior Assistant General Manager Water System, Senior Assistant General Manager - Power System and Assistant General Manager - Systems Support Division, approved by the General, Manager,

15 OCTOBER 16,2012, 1:58 P.M. Page 15 recommending the adoption ofa resolution, approved as to form and legality by the City Attorney, for award of Specification No. 411R1 for Asphalt Concrete and Concrete Pavement Trench Resurfacing, to HPD, Inc. Commissioner Parfrey moved to defer this item. Seconded by Commissioner Moss and carried by the following vote: Ayes, Commissioners Moss, Parfrey, President Sayles; Noes, None. ITEM NO Authorizes execution ofagreement No for Professional Services and Parts for GE Turbine Generators, to General Electric for a total amount to exceed $17,000,000. Submitted by Senior Assistant General Manager Power System. RESOLUTION NO WHEREAS, Solicitation Letter No was issued to General Electric International, Inc. (GE) on April 4, 2012, for the purpose ofobtaining a proposal from GE; and WHEREAS, the Los Angeles Department ofwater and Power (LADWP) proposes to enter into Agreement No with GE for implementation ofproprietary professional and technical services, replacement parts, and field repair services on an as-needed basis for a term of one year with the option ofextending this Agreement for incremental periods ofone year, or any portion thereof, up to a cumulative extension ofan additional two years from the Agreement's original termination date in an amount not to exceed $17,000,000; and WHEREAS, LADWP owns, operates, and maintains GE-manufactured turbine-generator units at all ofthe in-basin electric generating facilities. LADWP must conduct scheduled outages for inspection, maintenance and repair as well as perform emergency repairs during forced outages when its GE-manufactured turbine-generator units break down. WHEREAS, when one ofladwp's GE-manufactured turbine-generator units is offline for repairs, it costs LADWP $50,000 to $250,000 per day in lost revenues and purchased make-up power. WHEREAS, pursuant to LA City Charter Section 371 (e)(7), competitive bidding is not required, because the Agreement is for equipment repairs or parts obtained from the manufacturer ofthe equipment or its exclusive agent. WHEREAS, GE has reviewed the services to be provided to support planned and forced outages of GE Turbine-Generators, and represents that it has the qualities, expertise, skills, and abilities to perform such work. NOW THEREFORE BE IT RESOLVED that Agreement No between LADWP and GE, approved as to form and legality by the City Attorney, and filed with the Secretary ofthe Board, be and the same is hereby approved. BE IT FURTHER RESOLVED that pursuant to Charter Section 1022, such services covered by this Agreement are for the implementation on an as-needed basis ofproprietary professional and technical services; original equipment manufacturer replacement parts and field repair services that are not available within LADWP; support to LADWP's planned outages for scheduled inspection and repairs; and forced outages for emergency repairs ofge turbine-generators and non-ge equipment, hardware, or components.

16 OCTOBER 16, 2012, 1:58 P.M. Page 16 BE IT FURTHER REOLVED that it is in the best interest ofladwp to have GE's proprietary professional and technical expertise available under contract rather than incurring additional expense and lost revenue associated with forced outages, or extending planned outages, until a contract with GE can be awarded. 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 hereby authorized and directed to execute said Agreement for and on behalf ofladwp. 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. Approval moved by Commissioner Parfrey. Seconded by Commissioner Moss and carried by the following vote: Ayes, Commissioners Moss, Parfrey, President Sayles; Noes, None. ITEM NO Authorizes execution ofagreement No for Information Technology Products and Services, to Itron, Inc. for a total amount not to exceed $17,568,115 for a term of three years. Submitted by Senior Assistant General Manager - Power System. RESOLUTION NO WHEREAS, the Los Angeles Department of Water and Power (LADWP) and Itron, Inc., (Itron) entered into an agreement wherein Itron agreed to provide Smart Grid Advanced Metering Infrastructure (AMI) Products and Services; and WHEREAS, Agreement No (Agreement) with Itron, Inc. is to provide for Information Technology Products and Services as part ofthe Smart Grid Regional Demonstration Program's AMI Pilot. LADWP is seeking to implement Itron's AMI solution which includes Centron electric meters, RF Open Way for electric meters, and ChoiceConnect for water meters. LADWP will be conducting this pilot project by installing approximately 52,000 meters. Funding resource is provided by the Power System revenue, with 50 percent reimbursement by the Department ofenergy; and WHEREAS, the duration ofthis Agreement shall be over a period ofthree years with total expenditure not exceeding $17,568, NOW, THEREFORE, BE IT RESOLVED that proposed Agreement with Itron is to provide for Smart Grid AMI products and services, be and the same are 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 due to the proprietary knowledge ofthe Vendor. BE IT FURTHER RESOLVED that the President or Vice President ofthe Board, or the General Manager, or such person as he shall designate in writing as his designee, and the Secretary, Assistant Secretary, or Acting Secretary ofthe Board are hereby authorized, empowered, and directed to execute this Agreement for and on behalf ofladwp.

17 OCTOBER 16,2012,1:58 P.M. Page 17 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. Approval moved by Commissioner Moss. Seconded by Commissioner Parfrey and carried by the following vote: Ayes, Commissioners Moss, Parfrey, President Sayles; Noes, None. ITEM NO Authorizes execution ofamendment No.3 to Agreement No for Ratification ofglendale Los Angeles Department ofwater and Power Air Way Interconnection. Council approval is required. Submitted by Senior Assistant General Manager Power System. RESOLUTION NO WHEREAS, the Department of Water and Power ofthe City oflos Angeles (LADWP) and the City ofglendale (Glendale) in 1986 entered into the Glendale-LADWP Air Way Interconnection Agreement (DWP No ) (Agreement) to establish an additional point of interconnection between the parties' electric systems, and the Agreement was further amended in 1990 (Amendment No.1) and 1999 (Amendment No.2); and WHEREAS, LADWP now desires to amend the Agreement to clarify the responsibilities of the parties to comply with the Federal Energy Regulatory Commission (FERC)-approved North American Electric Reliability Corporation (NERC) Reliability Standards through a third Amendment (Amendment No. 3); and WHEREAS, it does not appear that the Los Angeles City Council originally approved the Agreement or Amendments No.1 and 2. NOW, THEREFORE, BE IT RESOLVED, that the Glendale-LADWP Air Way Interconnection Agreement (DWP No ), entered into in 1986 by LADWP and Glendale, as well as Amendment No.1, executed in 1990, and Amendment No.2, executed in 1999, each now on file with the Secretary ofthe Board and previously approved by the Board are hereby transmitted to City Council for ratification. BE IT FURTHER RESOLVED, that Amendment No.3 to the Agreement, now on file with the Secretary ofthe Board and approved as to form and legality by the City Attorney, be and the same is hereby approved. BE IT FURTHER RESOLVED, that the President or Vice President ofthe Board, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary ofthe Board be and they are hereby authorized and directed to execute said Amendment No.3 for and on behalfofladwp, after City Council approval by ordinance. BE IT FURTHER RESOLVED, that the Chief Accounting Employee, upon proper certification, is hereby authorized and directed to draw demands on the Power Revenue Fund in payment ofthe obligations arising under Amendment No.3, the Agreement and Amendments No.1 and 2 to the Agreement. Approval moved by Commissioner pamey. Seconded by Commissioner Moss and carried by the following vote: