Los Angeles, California, June 2, 2015

Transcription

1 , Los Angeles, California, June 2, 2015 MINUTES OF REGULAR MEETING OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES HELD IN ROOM 1555-H JUNE 2, :14 A.M. Meeting called to order by President Mel Levine and roll called: Present- Commissioners: r I \"- Absent- President Levine Michael F. Fleming William W. Funderburk, Jr. Christina E. Noonan Jill Banks Barad "--~ A quorum present. IN ATTENDANCE were the following: '- Martin L. Adams, Richard M. Brown, Timothy Chung, John Dennis, Neil Guglielmo, Gregory Hornsby, Sr., Chuck Holloway, Craig Luna, Susan Rowghani, Ann M. Santilli, Nancy H. Sutley, Milad Taghavi, MichaelS. Webster, Gwendolyn W. Williams, David H. Wright, Ban Truong, Acting General Manager General Counsel, Water and Power, City Attorney's Office Assistant City Attorney Power Engineering Manager- Power System Director of Budget, Rates and Financing Planning, Financial Services Assistant Director, Field Operations Group - Power System Utility Services Managers - Sustainability and Economic Development Chief Real Estate Officer Director of Water Engineering and Technical Services- Water System Assistant Chief Financial Officer and Controller Accounting and Financial Reporting, Financial Services Organization Chief Sustainability and Economic Development Officer, Office of Sustainability and Economic Development Managing Water Utility Engineer, Water System Director of Power and Fuel Purchase, Power System Director of Supply Chain Services Senior Assistant General Manager- Power System Principal Utility Accountant- Financial Services Organization Also, in attendance: Thedore Bardacke, Camden Collins, Dr. Frederick Pickel, Mayor's Office Ratepayer Advocate, Office ofpublic Accountability Executive DirectorRatepayer Advocate, Office of Public Accountability ITEM NO.1- Opening remarks by the Commission President on agenda and other items relating to Department operations, and Channel35 broadcast announcement. ITEM NO. 23 -Honors Brian Dickinson, Commercial Field Representative- Power System, upon completion of 40 years of Department service and his retirement. (Presentation to be held)

2 JUNE 2, 2015, 11:14 A.M. Page 2 ~ RESOLUTION NO WHEREAS, Brian Dickinson has achieved forty ( 40) years of service with the City of Los Angeles Department of Water and Power (LADWP); and WHEREAS, Brian Dickinson began his career on June 18, 1973, as a Meter Reader and throughout his career has promoted to more responsible positions, including Commercial Field Representative; and WHEREAS, Brian Dickinson retired from LADWP on August 1, NOW, THEREFORE, BE IT RESOLVED that the Board ofwater and Power Commissioners (Board) on behalf of management of LAD WP, its employees, and the citizens of Los Angeles, commends Brian Dickinson for a career distinguished by his dedication and expertise, and expresses its sincere appreciation for forty ( 40) years of service. BE IT FURTHER RESOLVED that the Secretary be instructed to place this resolution in the minutes of this Board as a permanent record and that an engrossed copy of this resolution be presented to Brian Dickinson in recognition of his long and faithful service. Approval moved by Commissioner Levine. Seconded by Commissioner Noonan and carried by the following vote: Ayes, Cortunissioner Fleming, Funderburk, Jr., Noonan, President Levine; Noes, None. ITEM NO. 2- A ReportBriefing was given by Martin L. Adams, Acting General Manager. ITEM NO.3- Comments from Commissioners on agendized items. Requests from Commissioners relating to Departmentai operations. Commissioner Noonan- Are any grants used for upgrades to the John Ferraro Building. Commissioner Funderburk, Jr. -Keep the Board regularly apprised on the latest options for the Intermountain Power Project (IPP). Particularly when the scope of the project has changed (Request from Item 24 - IPP Contracts). Commissioner Funderburk, Jr. - Report back in a few months on local contractingsubcontracting spending for the Agreements that support the Integrated Resource Plan Projects (Request from Item 25 -Nine Amendments to IRP Contracts). ---'\ ITEM NO. 4 - Opportunity for the public to address the Board on items of interest to the public that are within the subject matter jurisdiction of the Board. (Speakers may be limited in speaking time dependent upon the press ofbusiness and number of persons wishing to.address the Board.) None. ITEM NO. 5- Comments were made by Ratepayer Advocate on agendized Item No. 24. ITEM NO.6- Recommendation for approval ofthe minutes ofthe May 19,2015 Regular Meeting of the Board of Water and Power Commissioners j

3 .- JUNE 2, 2015, 11:14 A.M. Page 3 Approval moved by Commissioner Fleming. Seconded by Commissioner Levine and carried by the following vote: Ayes, Commissioner Fleming, Funderburk, Jr., Noonan, President Levine; Noes, None. Written recommendations, approved by the General Manager, transmitting the following resolutions, approved as to form and legality by the City Attorney: Commissioner Levine moved adoption of the following 15 resolutions, approved as to form and legality by the City Attorney: - '--- ITEM NO. 7- Bid No. 631R2 for Emergency Repair and Specialized Services for Generating Stations and Power System Equipment at Various LADWP locations. Award to Accurate Machine & Tool for a period of one year with two optional one-year periods and an amount not to exceed $6,472,205. 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 Emergency Repair and Specialized Services for Generating Stations and Power System Equipment at Various LADWP Locations under Bid No. 631R2; and WHEREAS, Accurate Machine & Tool is the lowest bidder under Bid No. 631R2. NOW, THEREFORE, BE IT RESOLVED that Accurate Machine & Tool is awarded the contract for a total amount not to exceed $6,472,205 for a period of one year with two optional one-year periods. 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 Contract No. 631 approved as to form and legality by the City Attorney, is hereby approved. BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP, upon proper certification, is authorized and directed to draw demands on the Power Revenue Fund, in accordance with the terms of this contract awarded pursuant to Bid No. 631 R2 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.8- Bid No. 7621R1 for 1000-kVA, 34.5 kv, Grounding Transformers. Award to Mas Sales Group for a one-time purchase and a total amount of$282,160. Submitted by Senior Assistant General Manager- Power System. (.\

4 RESOLUTION NO JUNE 2, 2015, 11:14 A.M. Page 4 ' WHEREAS, through a competitive bid process, the Los Angeles Department of Water and Power (LADWP) issued a solicitation to furnish 1000-kVA, 34.5 kv, Grounding Transformers under Bid No. 7621R1; and WHEREAS, Mas Sales Group (Mas) is the lowest responsive bidder under Bid No. 7621Rl; and NOW, THEREFORE, BE IT RESOLVED Mas is awarded the contract for a total amount of $282,160 for a one-time purchase, under Contract No BE IT FURTHER RESOLVED that Contract No. 7621, approved as to form and legality by the City Attorney, is hereby approved. BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP, upon proper certification, is authorized and directed to draw demands on the Power Revenue Fund, in accordance with the terms of this contract awarded pursuant to Bid No. 7621R1 and this resolution. BE IT FURTHER RESOLVED that the President or Vice President of the Board, or the General Manager or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary or the Acting Secretary ofthe Board be and they are hereby authorized and directed to execute said contract for and on behalf ofladwp. ' ITEM NO.9- Authorizes execution of the Pole Attachment License Agreement (DWP No. PD-2938) with Mobilitie Investments III, LLC for a term of five years, with automatic annual renewal for up to a total of ten years. Submitted by Senior Assistant General Manager - Power System. RESOLUTION NO WHEREAS, local publicly owned electric utilities are required by state law (Stats. 2011, Chapter 580) to make appropriate space and capacity on and in a utility pole for use by communication service providers; and WHEREAS, Mobilitie Investments III, LLC, a limited liability company, with its principal place of business in Newport Beach, California (Mobilitie) has requested to attach to utility poles owned by the Department of Water and Power of the City of Los Angeles (LADWP) pursuant to state law; and WHEREAS, the proposed Pole Attachment License Agreement No. PD-2938 (Agreement) between LADWP and Mobilitie, grants access and license rights to Mobilitie in certain utility poles under the ownership or control ofladwp; and WHEREAS, the term of this Agreement between LADWP and Mobilite is five years, with automatic annual renewal for up to a total of ten years which is consistent with Los Angeles Administrative Code section NOW, THEREFORE, BE IT RESOLVED that this Agreement between LADWP and Mobilitie approved as to form and legality by the City Attorney and filed with the Secretary of the Board, is hereby approved subject to Mobilitie meeting all insurance and performance security requirements set forth in Sections 3. 6 and 13.0 of said Agreement. BE IT FURTHER RESOLVED that the President or the Vice President of the Board, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary or the Acting Secretary of the Board are hereby authorized, empowered, and directed to execute said contract for and on behalf ofladwp.

5 1 "- JUNE 2, 2015, 11:14 A.M. Page 5 ITEM NO. 10- Bid No for Elysian Reservoir Water Quality Improvement Project. A ward to Steve P. Rados, Inc. for a one-time purchase and an amount not to exceed $21,879,072. Submitted by Senior Assistant General Manager- Water System. RESOLUTION NO WHEREAS, through a competitive bid process, the Los Angeles Department of Water and Power (LADWP) issued a solicitation to construct the Elysian Reservoir Water Quality Improvement Project under Bid No. 7604; and WHEREAS, Steve P. Rados, Inc., is the lowest bidder under Bid No. 7604; and WHEREAS, LADWP is requesting a 20 percent contingency due to the significant potential for unforeseen conditions, which may include differing soil conditions, unknown pipe conditions, archaeological findings, accelerated Contractor work to meet critical bypass pipeline shut-down windows, nuisance water from leaking isolation valves and ground water, and appropriate re-use of said nuisance water. "- NOW, THEREFORE, BE IT RESOLVED that Steve P. Rados, Inc. is awarded the contract for a total amount not to exceed $21,879,072, including a 20 percent contingency of $3,646,512, for a one-time purchase, under Contract No 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 Contract No. 7604, approved as to form and legality by the City Attorney, is hereby approved. BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP, upon proper certification, is authorized and directed to draw demands on the Water Revenue Fund, in accordance with the terms of this contract awarded pursuant to Bid No 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 agreement for and on behalf ofladwp. ITEM N0.11- Authorizes execution of Memorandum of Agreement with the Los Angeles County Flood Control District regarding the Bull Creek Stormwater Capture Project. The term of this agreement is for three years and LADWP will fund $5.8 million. Submitted by Senior Assistant General Manager- Water System. RESOLUTION NO WHEREAS, the City of Los Angeles (City) possesses the right to the surface waters of the Los Angeles River, its tributaries, and the native groundwater of the San Fernando Groundwater Basin (Basin) in accordance with the California Superior Court's Judgment dated January 26, 1979, in The City oflos Angeles vs. City of San Fernando, et. al., Case No ; and WHEREAS, the Los Angeles Department of Water and Power (LADWP) desires to optimize the use oflocal water resources, including stormwater and groundwater, to reduce the City's dependence on imported water supplies; and WHEREAS, pursuant to the Los Angeles County Flood Control Act, the Los Angeles County Flood Control District (District) owns and manages flood control and water conservation facilities in the County of Los Angeles (County), resulting in the captured storm flows which are used to replenish groundwater basins in the County, including the Basin; and \_

6 JUNE 2, 2015, 11:14 A.M. Page 6 WHEREAS, LADWP and the District are committed to pursuing opportunities to enhance water conservation, stormwater capture, and improve water quality; and " WHEREAS, the District has developed the Bull Creek Stormwater Capture Project (Project) proposing to convey stormwater from Bull Creek Channel to Pacoima Spreading Grounds (Pacoima SG) by installing a six-foot high rubber dam and an intake structure north of the intersection of San Fernando Mission Boulevard and Bull Creek Channel, and installing a 16,000 feet long, 60-inch steel pipeline; and WHEREAS, this Memorandum of Agreement (Agreement) has duration of three years after the date of execution, and the District currently estimates the total Project cost to be $9.0 million of which LADWP is funding $5.8 million. NOW, THEREFORE, BE IT RESOLVED, that the proposed Agreement between LADWP and District for the Project, approved as to form and legality by the City Attorney and filed with the Secretary of the Board, be and the same is hereby approved. BE IT FURTHER RESOLVED, that the President or Vice President of this Board, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary of the Board are hereby authorized and directed to execute said Agreement for and on behalf ofladwp. -,, BE IT FURTHER RESOLVED, that the President or Vice President of this Board, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary of the Board are hereby authorized and directed to amend andor modify the subject Agreement for and on behalf ofladwp for items of non-material andor administrative in nature that does not change either price or term of the Agreement. BE IT FURTHER RESOLVED, that the Chief Accounting Employee of the LADWP, upon proper certification, is authorized and directed to draw demands on the Water Revenue Fund in accordance with the terms of this Agreement and this Resolution. ITEM NO. 12- Authorizes execution of Memorandum of Agreement with the Los Angeles County Flood Control District regarding the Branford Spreading Basin Project. The term of this agreement is for three years and LADWP will fund $550,000. Submitted by Senior Assistant General Manager- Water System. RESOLUTION NO , WHEREAS, the City of Los Angeles (City) possesses the right to the surface waters of the Los Angeles River, its tributaries, and the native groundwater of the San Fernando Groundwater Basin (SF Basin) in accordance with the California Superior Court's Judgment dated January 26, 1979, in The City of Los Angeles vs. City of San Fernando, et. al., Case No ; and WHEREAS, the Los Angeles Department of Water and Power (LADWP) desires to optimize the use oflocal water resources, including stormwater and groundwater, to reduce the City's dependence on imported water supplies; and WHEREAS, pursuant to the Los Angeles County Flood Control Act, the Los Angeles County Flood Control District (District) owns and manages flood control and water conservation facilities in the County of Los Angeles (County), resulting in the captured storm flows which are used to replenish groundwater basins in the County, including the SF Basin; and WHEREAS, LADWP and the District are committed to pursuing opportunities to enhance water conservation, stormwater capture, and improve water quality; and WHEREAS, the District has developed the Branford Spreading Basin Project (Project) proposing to remove accumulated sediment and construct a pump station, pipeline, and outlet structure at Tujunga Spreading Grounds; and

7 JUNE 2, 2015, 11:14 A.M. Page 7 WHEREAS, this Memorandum of Agreement (Agreement) has duration of three years after the date of execution, and the District currently estimates the total Project cost at $1.1 million of which LADWP is funding $550,000. NOW, THEREFORE, BE IT RESOLVED, that the proposed Agreement between LADWP and District for the Project, approved as to form and legality by the City Attorney, and filed with the Secretary of the Board, is hereby approved. BE IT FURTHER RESOLVED, that the President or Vice President, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary of the Board are hereby authorized and directed to execute said Agreement for and on behalf ofladwp. 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 to amend andor modify the subject Agreement for and on behalf ofladwp for items of non-material andor administrative in nature that does not change either price or term of the Agreement. BE IT FURTHER RESOLVED, that the Chief Accounting Employee of the LADWP, upon proper certification, is authorized and directed to draw demands on the Water Revenue Fund in accordance with the terms of this Agreement and this Resolution. ITEM NO. 13- Authorizes the Water Supply Assessment for the Academy Square Project located in the Hollywood Community Plan Area. Submitted by Senior Assistant General Manager- Water System. RESOLUTION NO WHEREAS, on March 4, 2015, the City of Los Angeles (City) Department of City Planning (Planning Department) requested the Los Angeles Department of Water and Power (LADWP) conduct a Water Supply Assessment (WSA) for Academy Square Project (Proposed Project) pursuant to California Water Code Sections ; and WHEREAS, Proposed Project will redevelop an approximately 3.55-acre site of commercial land uses within the Hollywood Community Plan area of the City for commercial and residential land uses; and I WHEREAS, Planning Department identified two development options under the Proposed Project; and WHEREAS, LADWP has prepared a WSA for Proposed Project in compliance with California Water Code Sections ; and WHEREAS, Proposed Project will require consistency with the demographic projection for the City from the 2012 Regional Transportation Plan (RTP) by the Southern California Association of Governments (SCAG); and WHEREAS, LADWP staff performed water demand analysis for the two options, and determined the maximum net increase in total water demand for the Proposed Project is Ill acre-feet per year; and WHEREAS, the KR Academy, LLC (Applicant) has agreed to implement additional conservation measures, as described in the WSA, that are in addition to those required by law; and WHEREAS, Proposed Project is located in the service area ofladwp's water supply system, and LADWP would serve the area of Proposed Project development; and '"'

8 JUNE 2, 2015, 11:14 A.M. Page 8 WHEREAS, LADWP anticipates that its projected water supply available during normal, single-dry, and multiple-dry water years as included in the 25-year projection contained in its Urban Water Management Plan can accommodate the projected maximum water demand associated with Proposed Project, in addition to the existing and planned future demands on LADWP; and WHEREAS, the Board of Water and Power Commissioners (Board) adopted Shortage Year Rates for water service effective June 1, The Board finds that the price signals contained in the Shortage Year Rates have resulted in reduced City-wide demands sufficient to meet demand projections. NOW, THEREFORE, BE IT RESOLVED that the Board finds that LADWP can provide sufficient domestic water supplies to Proposed Project area and approves the WSA prepared for Proposed Project, now on file with the Secretary of the Board, and directs that the WSA and a certified copy of Resolution be transmitted to the Planning Department. BE IT FURTHER RESOLVED that the Board finds that LADWP's total projected water supplies available during normal, single-dry, and multiple-dry water years during a 20-year projection will meet the projected water demands associated with Proposed Project in addition to existing and planned future uses (including agricultural and industrial uses) over the 20-year horizon..'\ ITEM NO. 14-Authorizes the Water Supply Assessment for the South Los Angeles Village Project located in the Southeast Los Angeles Community Plan Area. Submitted by Senior Assistant General Manager- Water System. RESOLUTION NO WHEREAS, on November 5, 2014, the City of Los Angeles (City) Department of City Planning (Planning Department) requested the Los Angeles Department of Water and Power (LADWP) conduct a Water Supply Assessment (WSA) for the South Los Angeles (SOLA) Village Project (Proposed Project) pursuant to California Water Code Sections ; and WHEREAS, Proposed Project will redevelop an approximately 9.7-acre site of commercial land uses within the Southeast Los Angeles Community Plan area of the City for commercial and residential land uses; and WHEREAS, LADWP has prepared a WSA for Proposed Project in compliance with California Water Code Sections ; and "' WHEREAS, Proposed Project will be required to be consistent with the demographic projection for the City from the 2012 Regional Transportation Plan (RTP) by the Southern California Association of Governments (SCAG); and WHEREAS, LADWP staff performed water demand analysis for Proposed Project and determined the net increase in total water demand for Proposed Project is 340 acre-feet per year; and WHEREAS, the PHR LA Mart, LLC (Applicant) has agreed to implement additional conservation measures, as described in the WSA, that are in addition to those required by law; and WHEREAS, Proposed Project is located in the service area ofladwp's water supply system, and LADWP would serve the area of Proposed Project development; and WHEREAS, LADWP anticipates that its projected water supply available during normal, single-dry, and multiple-dry water years as included in the 25-year projection contained in its Urban Water Management Plan can: accommodate the projected maximum water demand associated with Proposed Project, in addition to the existing and planned future demands on -~ LADWP; and j

9 JUNE 2, 2015, 11:14 A.M. Page 9 WHEREAS, the Board ofwater and Power Commissioners (Board) adopted Shortage Year Rates for water service effective June 1, The Board finds that the price signals contained in the Shortage Year Rates have resulted in reduced City-wide demands sufficient to meet demand projections. NOW, THEREFORE, BE IT RESOLVED that the Board finds that LADWP can provide sufficient domestic water supplies to Proposed Project area and approves the WSA prepared for Proposed Project, now on file with the Secretary of the Board, and directs that the WSA and a certified copy of Resolution be transmitted to the Planning Department. BE IT FURTHER RESOLVED that the Board finds that LADWP's total projected water supplies available during normal, single-dry, and multiple-dry water years during a 20-year projection will meet the projected water demands associated with Proposed Project in addition to existing and planned future uses (including agricultural and industrial uses) over the 20-year horizon. ITEM NO. 15- Adopts the Safe Drinking Water State Revolving Loan Fund Construction Loans and Grants for Water Quality Improvement Projects. Submitted by Senior Assistant General Manager- Water System. RESOLUTION NO WHEREAS, the Los Angeles Department of Water and Power (LADWP) is committed to improving water quality at all open distribution reservoirs to meet federal and state drinking water standards and to meet its customers' expectations for safety, taste, and appearance of tap water; and WHEREAS, LADWP is developing and implementing acceptable water quality solutions to equalize the quality of water throughout the City of Los Angeles (City), through infrastructure improvements system-wide; and WHEREAS, LADWP is actively pursuing external funding, including funds provided by the State of California, acting by and through the State Water Resources Control Board (State Water Board), for Water System capital improvement projects, particularly those required for compliance with federal and state safe drinking water regulations; and "' WHEREAS, since 1999, LADWP has been awarded a total of$848,613,152 in funding from the Safe Drinking Water State Revolving Fund (DWSRF) through State Water Board. That amount includes $45,000,000 in 100 percent principal forgiveness awards under the American Recovery and Reinvestment Act of2009 and $14,400,000 in grants from the base DWSRF; and WHEREAS, in May 2015, State Water Board issued draft construction financing agreements committing funding as follows, which funding agreements are required to be executed by June 30, 2015; and Project Interest Rate Repayment Financing Period Amount Eagle Rock Reservoir Floating Cover 1.663% 20 years $5,104,648 Replacement Project Los Angeles Reservoir Ultraviolet Light 1.663% 20 years $102,797,875 Treatment Project TOTAL $107,902,523 WHEREAS, State Water Board may fund the above financing agreements with proceeds from the sale of obligations (the "Obligations") the interest upon which is excluded from gross income for federal income tax purposes; and ~ WHEREAS, prior to the issuance of the Obligations or execution of the financing agreements, LADWP will incur certain capital expenditures (the "Expenditures") with respect to the projects; and

10 JUNE 2, 2015, 11:14 A.M. Page 10 WHEREAS, LADWP may be reimbursed for the Expenditures from the proceeds of the Obligations; and " ) WHEREAS, pursuant to the guidelines of the DWSRF program, prior to the issuance of the funding agreements, a Board of Water and Power Commissioners (Board) Resolution is required to (1) formally identify the person authorized to represent LADWP and sign documents pertaining to the funding agreements and administer the funds and to (2) establish the eligibility of specified project costs for reimbursement from DWSRF. NOW, THEREFORE, BE IT RESOLVED, that the total maximum financing amount to be provided by DWSRF for the Eagle Rock Reservoir Floating Cover Replacement Project is $5,104,648 and Los Angeles Reservoir Ultraviolet Light Treatment Plant Project is $102,797,875, for a total of$107,902,523. BE IT FURTHER RESOLVED, that this resolution is being adopted no later than 60 days after the date on which LADWP will expend moneys for the construction portion of the above projects to be reimbursed with proceeds from the Obligations. BE IT FURTHER RESOLVED, that project expenditures will be of a type properly chargeable to a capital account under general federal income tax principles. BE IT FURTHER RESOLVED, that the Board, to the best of its knowledge, is not aware of the previous adoption of official intents that have been made as a matter of course for the purpose of reimbursing expenditures and for which tax-exempt obligations have not been issued. BE IT FURTHER RESOLVED, that this resolution is being adopted by the Board in order to comply with Treasury Regulation and any other regulations ofthe Internal Revenue Service relating to the qualification for reimbursement of project costs. BE IT FURTHER RESOLVED that the Board supports the continued pursuit ofdwsrf financial assistance for all eligible capital improvement projects, including but not limited to, projects already incorporated into the DWSRF Comprehensive List, which shall serve the purpose of complying with drinking water regulations. BE IT FURTHER RESOLVED that per the Master Bond Resolution, all LADWP debts must be at parity. BE IT FURTHER RESOLVED that LADWP shall set rates for water services sufficient to cover all debt service. BE IT FURTHER RESOLVED that Water System shall provide an annual information update to the Board pertaining to the status ofdwsrf funds. ", j BE IT FURTHER RESOLVED that the Board designates the Senior Assistant General Manager- Water System or such person as the Senior Assistant General Manager- Water System shall designate in writing (registered engineers) to sign DWSRF financing agreements for the projects identified above and any amendments to those agreements; and hereby authorizes the Director of Water Engineering & Technical Services or such person as the Director of Water Engineering & Technical Services shall designate in writing (registered engineers), to approve Claims for Reimbursement, to execute Budget and Expenditure Summaries, to sign the Contractors' Release Forms, and to sign Certifications of Project Completion. BE IT FURTHER RESOLVED that the Board authorizes the Chief Accounting Employee of LADWP to issue and deliver demands upon the Water Revenue Fund established by the City Charter; and not out of any other fund or monies of LAD WP or the City, as provided in the DWSRF financing agreement, to be deposited in the restricted State Drinking Water Payment Fund to pay semi-annual principal and interest on said financing agreement, and accumulate funds sufficient to pay semi-annual debt service and reserve fund requirement as set forth within the DWSRF financing agreement ~.

11 JUNE 2, 2015, 11:14 A.M. Page 11 BE IT FURTHER RESOLVED that the designated officers and all other officers, agents, and employees ofladwp, for or on behalf ofladwp, are hereby authorized and directed to do any and all things necessary to effect the execution of the financing agreement, and to carry out the terms thereof. The designated officers and all other officers, agents, and employees LADWP are further authorized and directed, for and on behalf ofladwp, to execute all papers, documents, certificates and other instruments that may be required in order to carry out the authority conferred by this Resolution. ITEM NO. 16- Authorizes Payment of Fiscal Year Air Quality Fees to the Great Basin Unified Air Pollution Control District. Submitted by Senior Assistant General Manager -Water System. RESOLUTION NO WHEREAS, pursuant to Section of the California Health and Safety Code (CHSC 42316), the Great Basin Unified Air Pollution Control District (District) may require the City of Los Angeles (City) Department of Water and Power (LADWP) to pay reasonable annual fees to fund the District's dust control research and other related activities to mitigate air quality impacts related to the City's water gathering operations in Inyo and Mono Counties; and WHEREAS, on May 18,2015, the Governing Board of District, approved the Fiscal Year (FY) payment offees from LADWP under CHSC 42316, in the amount of $5,523,663; and WHEREAS, from time to time, it may be necessary for LADWP to request District to reallocate funds in the FY payment of$5,523,663, paid-but-unspent, toward tasks or activities related to the development, implementation, monitoring, and analysis of nonwater or waterless dust mitigation measures as part of our ongoing collaborations and cooperation to reduce water use on Owens Lake. NOW, THEREFORE, BE IT RESOLVED that payment of fees for FY , as ordered by the Governing Board of District, $5,523,663 pursuant to CHSC 42316, is authorized. These fees must be received by District before the close of business on June 30, 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 of the fees to District, totaling $5,523,663. " BE IT FURTHER RESOLVED that the Board of Water and Power Commissioners authorizes the General Manager or Designee to request and approve reallocation of unspent funds in the FY payment of$5,523,663, as needed, toward tasks or activities related to the development, implementation, monitoring, and analysis of non-water or waterless dust mitigation measures as part of our ongoing collaborations and cooperation to reduce water use on Owens Lake. ITEM NO. 17- Authorizes execution of Short Form Indefeasible Right of Use (IRU)-04 Lease Agreement No. F (IRU-04) for Lease of Los Angeles Department of Water and Power Optical Fibers with Disney Worldwide Services, Inc. Submitted by Chief Administrative Officer. RESOLUTION NO , \. WHEREAS, Short Form IRU-04 Lease Agreement No. F ; (IRU-04) between the Los Angeles Department of Water and Power (LADWP) and Disney Worldwide Services, Inc. (Disney), will grant Disney the Indefeasible Right of Use of certain components of LADWP's fiber optic network which will generate revenues that will be deposited into LADWP's Power Revenue Fund; and

12 JUNE 2, 2015, 11:14 A.M. Page 12 WHEREAS, the Board of Water and Power Commissioners finds that the optical fibers to be leased are not presently needed for LADWP purposes and the execution of this lease will not interfere with LADWP operations; and ' WHEREAS, the initial term of the IRU-04 Agreement is three years with yearly automatic renewal up to the fifth anniversary of this agreement; and WHEREAS, the circuit to be provisioned under the IRU-04 Agreement is intended to replace the circuit previously leased under Agreement No. F (IRU-03); and WHEREAS, upon the successful testing and network transition of the circuit under the IRU-04 Agreement, LADWP agrees to relieve Disney from contractual obligation made under the IRU-03 Agreement without penalty. NOW, THEREFORE, BE IT RESOLVED that the proposed IRU-04 Agreement, approved as to form and legality by the City Attorney and filed with the Secretary of the Board, between LADWP and Disney, be and the same is hereby approved. BE IT FURTHER RESOLVED that the President or Vice President, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary of the Board are hereby authorized and directed to execute said agreement for and on behalf ofladwp. ITEM NO. 18- Authorizes execution of Los Angeles Optical Network Lease Agreement for Communications Transport Services (CTS) Agreement Nos. F and F for Use of Los Angeles Department of Water and Power's CTS with Cogent Communications, Inc. Submitted by Chief Administrative Officer. RESOLUTION NO WHEREAS, the Los Angeles Optical Network Lease Agreement for Communications Transport Services Agreement Nos. F and F (Agreements) between the Los Angeles Department of Water and Power (LADWP) and Cogent Communications, Inc. (Cogent), will continue to grant Cogent to use certain components of LADWP's fiber optic network which generate revenues that will be deposited into LADWP's Power Revenue Fund; and WHEREAS, Cogent desires to place the two circuits in the current Agreement No. F under two separate agreements due to different commitment periods for each -,\ circuit; and.. WHEREAS, the proposed Agreements are to replace Agreement No. F which expires on May 16, 2015, and will commence promptly to ensure continual operations; and WHEREAS, the term of Agreement No. F will be May 16,2015, through October 31, 2017; and WHEREAS, the initial term of Agreement No. F will be May 16, 2015, through December 31,2015, thereafter, the agreement will automatically renew on a year-toyear basis up to an additional two years, or December 31, 2017; and WHEREAS, the Board of Water and Power Commissioners finds that the optical transports to be leased are not presently needed for LADWP purposes and the execution of the Agreements will not interfere with LADWP operations. NOW, THEREFORE, BE IT RESOLVED that the proposed Agreements, approved as to form and legality by the City Attorney and filed with the Secretary of the Board, between LADWP and Cogent, be and the same is hereby approved and ratified.,,

13 JUNE 2, 2015, 11:14 A.M. Page 13 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 Agreements for and on behalf ofladwp. ITEM NO. 19- Authorizes execution of Agreement No for Site Investigation and Remediation Services, on an As-Needed Basis. Award to Kleinfelder West, Inc. for a term of 36 months with an amount not to exceed $4,750,000. Submitted by ChiefSustainability and Economic Development Officer. RESOLUTION NO WHEREAS, Los Angeles Department of Water and Power (LADWP) proposes to Enter into Agreement No with Kleinfelder West, Inc. for site investigation and remediation services, on an as-needed basis for a term of 36 months; and - '"-" WHEREAS, LADWP evaluated, contacted references and found Kleinfelder West, Inc. as the most qualified to provide site investigation and remediation services, on an as-needed basis; and WHEREAS, Kleinfelder West, Inc. reviewed the services to be provided and incorporated in this Agreement, and represents that it has the qualities, expertise, skills and abilities to perform such work. NOW, THEREFORE, BE IT RESOLVED that LADWP proposes to enter into Agreement No with Kleinfelder West, Inc. in an amount not to exceed $4,750,000. 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 Agreement No 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 Chief Accounting Employee ofthe LADWP, upon proper certification, is authorized and directed to draw demands on both the Water and Power Revenue Funds, in accordance with the terms of the agreement 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 agreement for and on behalf of LADWP. ITEM NO. 21 -Authorizes Standard Offer Agreement for Voluntary Curtailment and Contract Demand Electric Service. Submitted by Chief Financial Officer, Chief Administrative Officer and Senior Assistant General Manager- Power System. RESOLUTION NO WHEREAS, the Los Angeles Department of Water and Power(LADWP) has customers with monthly usage over 10,000,000 kilowatt-hours and customers classified as cold storage facilities that have the capability to operate at a high load factor and shift load away from the High Peak Period, which lowers the costs to LADWP; and WHEREAS, the Board of Water and Power Commissioners (Board) approved a Standard Offer Agreement for Voluntary Curtailment and Contract Demand Electric Service at its May 1, 2012, meeting to ensure that agreements for voluntary curtailment and contract demand service are uniform, equitable, and nondiscriminatory; and \,

14 JUNE 2, 2015, 11:14 A.M. Page 14 '-, WHEREAS, LADWP proposes use of a new Standard Offer Agreement for Voluntary Curtailment and Contract Demand Electric Service (Agreement), a copy of which is now on file with the Secretary of the Board, to further encourage electric customer participation in the shifting of summer high peak loads to nighttime or weekends. NOW, THEREFORE, BE IT RESOLVED that the Chief Financial Officer or the Rates Manager ofladwp be and are hereby independently authorized to execute, on behalf ofthe Board, in accordance with Subsection 676(b) of the City Charter, agreements which are substantially the same as the form of the Agreement now on file with the Secretary of the Board. BE IT FURTHER RESOLVED that each individual such Agreement shall be approved as to form and legality by the City Attorney. BE IT FURTHER RESOLVED that neither the Chief Financial Officer nor the Rates Manager ofladwp are hereafter independently authorized to execute, on behalf of the Board, agreements which are substantially the same as the form of the Standard Offer Agreement for Voluntary Curtailment and Contract Demand Electric Service that was approved by the Board at its May 1, 2012, meeting. " ITEM NO. 22- Authorizes approval of the Estimated Costs of the Power System Reliability Program Expenditures for Fiscal Year Submitted by ChiefFinancial Officer, Chief Administrative Officer a:nd Senior Assistant General Manager - Power System. RESOLUTION NO WHEREAS, on April9, 2008, the City Council of Los Angeles approved an amendment, Ordinance No , to the electric rate ordinance, which permits the Reliability Cost Adjustment (RCA) to recover operation, maintenance, and debt service expenses of the Power System Reliability Program (PSRP) through the application of the Reliability Cost Adjustment Factor (RCAF); and WHEREAS, the current Electric Rate Ordinance No , as amended (Ordinance), indicates: An RCA shall be applied to bills under each service schedule in the Ordinance, and any contracts wherein it is specified; the Residential Service RCA shall be based on total energy use; the General Service RCA shall be based on demand, as determined for Facilities Charge; the Board of Water and Power Commissioners ofthe City of Los Angeles (Board) is required to approve the estimated operation, maintenance, and debt service expenses associated with the capital expenditures of the PSRP for inclusion in the RCAF calculation for the 12-month period commencing July 1, NOW, THEREFORE, BE IT RESOLVED that the Board approves Schedules A, B, C, and D, which are on file with the Secretary of the Board, which describe and identify the qualified PSRP expenditures, which shall be included in the RCAF calculations for the 12-month period commencing July 1, 2015, through June 30, Seconded by Commissioner Fleming, and carried by the following vote: Ayes, Commissioner Fleming, Funderburk, Jr., Noonan, President Levine; Noes, None. ITEM NO. 20- Certifies the Owens Lake Dust Mitigation Program- Phase 9110 Project Final Environmental Impact Report. Submitted by Chief Sustainability and Economic Development Officer and Senior Assistant General Manager - Water System. j

15 ( ''--' RESOLUTION NO JUNE 2, 2015, 11:14 A.M. Page 15 WHEREAS, the Los Angeles Department of Water and Power (LADWP) has been implementing the Owens Lake Dust Mitigation Program (OLDMP) since By December 2015, dust control measures (DCMs) will have been implemented on approximately 45 square miles (sq miles) of Owens Lake in compliance with orders issued by Great Basin Unified Air Pollution Control District (Great Basin) under the authority of California Health & Safety Code Section (CHSC Section 42316), legal settlement agreements with Great Basin, lease agreements for use of state lands (administered by the California State Lands Commission (CSLC)) and other regulatory approvals; and WHEREAS, LADWP and Great Basin have agreed to have a court oversee the dust mitigation efforts and proposed a Stipulated Judgment (Superior Court of the State of California Case No CU-WM-GDS) regarding the 2011 Supplemental Control Requirements Determinations (SCRD), 2012 SCRD, 2013 SCRD, and 2014 SCRD; and requires LADWP to install Best Available Control Measures (BACM) to mitigate dust on areas known as Phase 91 0; and "~- - WHEREAS, the Phase 910 Project (Project) consists of seventeen separate and discrete Dust Control Areas (DCAs): Duck Pond-L1, C2-L1, TI0-1-L1, T17-2-L1, T21-L1, T21-L2, T37-2- L4, T37-2-L3, T37-2-L2, T37-2-L1, T35-2-L1, T37-1-L1, T32-1-L1, Duck Pond-L2, T10-3- L1, T21-L3, T21-L4, as well as 1.82 sq miles of Transition Areas that currently contain DCMs, but will be transitioned to less water-intensive methods (Transition Area). Installation ofbacm on Project DCAs and Transition Area entails ground disturbing activities such as grading, dirt moving, boring, trenching and road, berm, pipeline and other construction; and WHEREAS, Project is subject to the requirements ofthe California Environmental Quality Act (CEQA), which requires a review of projects sponsored by public agencies to determine the environmental effects of the project. LADWP is required to act as lead agency under CEQA for Project pursuant to Great Basin orders, legal settlement agreements, and the 2008 Owens Valley PM10 Planning Area Demonstration of Attainment State Implementation Plan (SIP); and WHEREAS, Project as proposed in the Draft Environmental Impact Report (EIR) will expand the existing system of DCMs on Owens Lake by construction and operation of an additional 3.61 sq miles of dust control in seventeen DCAs, as identified above, and 1.82 sq miles of Transition Area dust controls in one existing DCA; and WHEREAS, during Phase I and II testing, LADWP encountered significant unanticipated cultural resources in Project areas. The Draft EIR concludes that construction of the originally proposed project would result in significant impacts to cultural resources that could not be mitigated to less than significant levels. All other impacts were found to be beneficial, less than significant or less than significant as mitigated; and WHEREAS, as required by CEQA, the Draft EIR identifies the following alternatives to the proposed Project with a focus on avoidance of significant impacts to cultural resources: No Project, Alternative BACM Scenarios, and Avoidance Alternative. LADWP's identification of the environmentally superior alternative, the A voidance Alternative, includes avoidance on approximately 350 acres ofdcas identified in the 2011 SCRD, and recognizes the importance of protecting cultural resources and complying with terms of the 2014 Stipulated Judgment; and WHEREAS, the Draft EIR was made available for public review from February 12,2015 through March 30, 2015; and NOW, THEREFORE, BE IT RESOLVED that the City oflos Angeles Board of Water and Power Commissioners (Board) recognizes that a study was made of the environmental effects of construction and operation of the proposed Project and its alternatives. This study is embodied in the Draft EIR on file with the Secretary of this Board. This Board has reviewed and considered the information contained in such document, which is incorporated in this Resolution, and made a part hereof. \

16 JUNE 2, 2015, 11:14 A.M. Page 16 BE IT FURTHER RESOLVED that this Board makes the following findings and determinations with respect to the proposed project: A Draft EIR was prepared, which analyzed the potential environmental impacts associated with the construction and operation of the proposed Project and sets forth the applicable facts supporting the Board's findings. Significant impacts were identified for cultural resources for the originally proposed Project that could not be mitigated to less than significant levels. All other impacts including air quality, biological resources, and transportation, were found to be less than significant as mitigated. Based on the analysis presented in the Draft EIR and public comments received, the A voidance Alternative has been identified as the environmentally superior alternative. The A voidance Alternative avoids significant impacts to cultural resources. Mitigation measures have been identified to reduce all other impacts to less than significant levels. BE IT FURTHER RESOLVED that a Mitigation Monitoring and Reporting Program has been developed to ensure implementation of the mitigation measures for the Environmentally Superior Alternative outlined in the Draft EIR for Project. The Mitigation Monitoring and Reporting Program has been prepared by LADWP as the lead agency for Project under CEQA, in conformance with Public Resources Code Section and CEQA Guidelines Section Adoption of a Mitigation Monitoring and Reporting Program is required for projects in which the lead agency has required changes or adopted mitigation to avoid significant environmental effects. ", '\ BE IT FURTHER RESOLVED that LADWP shall have primary responsibility for administrating the Mitigation Monitoring and Reporting Program activities to staff, consultants, or contractors. LADWP has the responsibility of ensuring that monitoring is documented through periodic reports and that deficiencies are promptly corrected. LADWP's designated environmental monitor will track and document compliance with mitigation measures, note any problems that may result, and take appropriate action to remedy problems. Specific responsibilities of LADWP include: Coordination of all mitigation monitoring activities Management of the preparation, approval, and filing of monitoring or permit compliance reports Maintenance of records concerning the status of all approved mitigation measures Coordination with other agencies BE IT FURTHER RESOLVED that LADWP will act as the contact for interested parties who wish to register comments or complaints. Any person or agency may file a complaint that states noncompliance with the mitigation measures that were adopted as part of the approval process for Project. The complaint shall be directed to LADWP in written form at 111 North Hope Street, Los Angeles, California 90012, providing detailed information on the purported violation. LADWP shall conduct an investigation and determine the validity of the complaint. If noncompliance with a mitigation measure is verified, LADWP shall take the necessary action(s) to remedy the violation. The complaint shall receive written confirmation indicating the results ofthe investigation or the final corrective action that was implemented to respond to the specific noncompliance issue. This Final EIR, now before this Board, identifies impacts that are potentially significant unless mitigation is incorporated, and proposes mitigation measures and a program for implementation, over which LADWP will maintain oversight and act as monitoring agent. The Mitigation Monitoring and Reporting Program is included as Attachment 5. BE IT FURTHER RESOLVED that this Board finds that with the implementation of the above noted mitigation measures for the environmentally superior alternative, potential impacts to cultural resources, air quality, biological resources, and transportation will be less than significant. BE IT FURTHER RESOLVED that this Board has reviewed and considered the information as contained in the proposed Final EIR and that the Final EIR reflects the independent judgment and analysis of this Board.

17 ', JUNE 2, 2015, 11:14 A.M. Page 17 BE IT FURTHER RESOLVED that this Board further finds that it has considered the public comments on the Draft EIR and the responses of the staff thereto, and finds on the basis of the whole record that there is substantial evidence that the originally proposed Project may have significant impacts on cultural resources. BE IT FURTHER RESOLVED that this Board further finds that based on the analysis presented in the Draft EIR and public comments received, the A voidance Alternative has been identified as the environmentally superior alternative. BE IT FURTHER RESOLVED that this Board certifies the final EIR, requires implementation of the mitigation measures, adopts the Mitigation Monitoring and Reporting Program, and conditionally approves the A voidance Alternative for Project of approximately 350 acres of avoidance from the control area identified in the 2011 SCRD. BE IT FURTHER RESOLVED that this Board also conditionally authorizes its construction, and conditionally approves the payment for permit and mitigation costs associated with Project. BE IT FURTHER RESOLVED that LADWP shall file a Notice of Determination with the Inyo County Clerk that finds that this Board has adopted the Final EIR for Project, that the Board has adopted the Mitigation Monitoring and Reporting Program, and that there is no substantial evidence in light of the whole record that the A voidance Alternative may have a significant effect on the environment. Approval moved by Commissioner Fleming. Seconded by Commissioner Levine and carried by the following vote: Ayes, Commissioner Fleming, Funderburk, Jr., Noonan, President Levine; Noes, None. ITEM NO. 24- Approves Second Amendatory Power Sales Contract (LADWP No ), Renewal Power Sales Contract, Agreement for Sale of Renewal Excess Power, and Power Purchase Termination Agreement. Submitted by Senior Assistant General Manager- Power System. Council approval by ordinance is required. I 1 Public Speaker addressed the Board. Dr. Frederick Pickel commented on this item. RESOLUTION NO WHEREAS, by Resolution No. 512 dated April3, 1980, the Board of Water and Power Commissioners (Board) requested the Los Angeles City Council (City Council) to authorize the General Manager of the Los Angeles Department of Water and Power (LADWP) or designated representative to authorize the Board, in its discretion, to enter into LADWP Agreement No , Power Sales Contract, to purchase coal-fired generation from the Intermountain Power Project (IPP); and WHEREAS, by Ordinance No , passed by the City Council on May 15, 1980, the City Council provided such authorization; and WHEREAS, by Resolution 220 dated January 20, 1983, the Board authorized an Amendatory Power Sales Contract as an amendment to DWP Agreement No ; and WHEREAS, by Ordinance No , passed by the City Council on February 4, 1983, the City Council provided such authorization; and "'--

18 ~, JUNE 2, 2015, 11:14 A.M. Page 18 WHEREAS, IPP has been operating as a coal-fired power plant for nearly 30 years, and LADWP has served as the Project Manager and the Operating Agent on behalf ofipp's owner, the Intermountain Power Agency (IPA); and WHEREAS, pursuant to LADWP Agreement No , a Power Purchase Agreement entered into in 1989 between IPP participant PacifiCorp and LADWP (1989 Agreement), PacifiCorp has been selling power to LADWP that is equivalent to PacifiCorp's four percent IPP Generation Entitlement Share; WHEREAS, DWP Agreement No provides for the opportunity to renew the Power Sales Contract, as amended, beyond the current expiration date of June 15, 2027;and WHEREAS, current California state law prohibits California utilities from entering into new or renewed long-term contracts that do not meet certain emission performance standards (EPS); and WHEREAS, IPP cannot comply with California state law unless the fuel source is changed from coal to BPS-compliant natural gas; and WHEREAS, the Second Amendatory Power Sales Contract, which further amends DWP Agreement No , provides for the ability to repower IPP's fuel source from its current 1800 Megawatts (MWs) of coal-fired generation to no more than 1200 MWs of BPScompliant natural gas-fired generation; and ~- ""-, WHEREAS, the Second Amendatory Power Sales Contract would be effective only upon all IPP Participants' approval of same agreement, PacifiCorp's early exit from IPP and a corresponding early termination of the 1989 Agreement pursuant to a Power Purchase Termination Agreement; and WHEREAS, the Renewal Power Sales Contract will allow LADWP to continue participating in IPP as an EPS-compliant natural gas facility through June 15, 2077; and WHEREAS, the Agreement for Sale of Renewal Excess Power will allow each of the Sellers named therein, and who are also participants in IPP pursuant to respective Renewal Power Sales Contracts, to sell excess generation entitlement shares to LADWP; and WHEREAS, the Agreement for Sale of Renewal Excess Power could provide an additional Generation Entitlement Share ranging from zero percent and up to percent (equal to an additional253 MWs of generation capacity) for LADWP depending on actions taken by Sellers named therein; and WHEREAS, LADWP's combined minimum Generation Entitlement Share under the Renewal Power Sales Contract and the Agreement for Sale of Renewal Excess Power (Renewal Contracts) will be percent, (equal to 583 MWs of generation capacity), and its combined maximum Generation Entitlement Share under those Renewal Contracts could be up to 100 percent (equal to 1200 MWs of generation capacity); and.~ '\ WHEREAS, LADWP could procure up to a maximum generation capacity of 1200 MWs, but will also have the opportunity to downsize the repowered project by a generating capacity equal to amounts other California participants may choose to reduce their respective Generation Entitlement Shares as permitted under the Renewal Contracts; and WHEREAS, the Second Amendatory Power Sales Contract provides for the possibility of an BPS-compliant Alternative Repowering, where one or more modified versions of or alternatives to the gas repowering could be authorized pursuant to majority approval of IPP participants. NOW, THEREFORE, BE IT RESOLVED, that the Second Amendatory Power Sales Contract, the Renewal Contracts, and the Power Purchase Termination Agreement (Transaction Documents) 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. ~

19 JUNE 2, 2015, 11:14 A.M. Page19 BE IT FURTHER RESOLVED that the Board requests that the City Council approve, by ordinance, the Second Amendatory Power Sales Contract, Power Purchase Termination Agreement and the delegation of authority to enter into Renewal Contracts when IP A makes a renewal offer subsequent to the Second Amendatory Power Sales Contract taking effect and authorize the Board to act on and approve all future amendments to the Transaction Documents, without further approval by the City Council, provided that such amendments are ministerial and administrative in nature and do not increase the costs or extend the duration of the respective agreements. BE IT FURTHER RESOLVED that the President or the Vice President of the Board, or the General Manager of the LADWP 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 the Transaction Documents for and on behalf ofladwp upon approval by the City Council by ordinance pursuant to Section 674 of the Charter of the City of Los Angeles and are further authorized and directed under same ordinance to subscribe to a minimum Generation Entitlement Share of percent (which would amount to no more than 583 MWs ofipp's repowered generation capacity) and up to a maximum Generation Entitlement Share ofup to 100 percent (which would amount to no more than 1200 MWs ofipp's repowered generation capacity) under the Renewal Contracts on behalfofladwp. ',_ BE IT FURTHER RESOLVED, that any potential vote in the future by LADWP in favor of an Alternative Repowering under the Second Amendatory Power Sales Contract shall require the prior approval of the Board. 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 the Transaction Documents. Approval moved by Commissioner Funderburk, Jr. Seconded by Commissioner Levine and carried by the following vote: Ayes, Commissioner Fleming, Funderburk, Jr., Noonan, President Levine; Noes, None. ITEM NO. 25- Authorizes the execution of Amendment No. 1 to Agreement Nos A, 47210B, 47210C, 47212A, 47212B, 47212C, 47213A, 47213B, and 47213C for Technical and Administrative Services to Support Integrated Resource Plan Projects. Submitted by Senior Assistant General Manager- Power System. RESOLUTION NO WHEREAS, the Los Angeles Department of Water and Power (LADWP) awarded Agreement Nos.47210A, 47210B, and 47210C to Black & Veatch Corporation, URS Corporation Americas, and WorleyParsons Group, Inc., respectively, for Category I-IRP Plant Development Services; Agreement Nos A, 47212B, and 47212C to Black & Veatch Corporation, URS Corporation Americas, and WorleyParsons Group, Inc., respectively, for Category II-Transmission and Generation Services; and Agreement Nos A, 47213B, and 47213C with Integrated Engineers and Contractors Corporation, URS Corporation Americas, and WorleyParsons Group, Inc., respectively, for Category III-Owner's Representative Services for a term of thirty-six (36) months; and WHEREAS, the respective not-to-exceed expenditure amount under each of the three categories is: Category I- $15,900,000; Category II- $8,670,000; and Category III $34,550,000; and \ WHEREAS, LADWP awarded three agreements under each of Categories I, II, and III for a total of nine agreements pursuant to RFP No with a combined total aggregate amount not-to-exceed $59,120,000 for all nine Agreements, and

20 JUNE 2, 2015, 11:14 A.M. Page 20 WHEREAS, the successful implementation and support ofladwp's critical Integrated Resources Plan projects requires greater expenditure flexibility between the three Categories I, II, and III and therefore, LADWP recommends eliminating the cumulative not-to-exceed expenditure amount under each of the three categories but retain the combined total aggregate not-to-exceed amount of$59,120,000. " WHEREAS, pursuant to Charter Section 1022, the LADWP finds that it is more feasible to have the work performed by an independent contractor and resolved through required discussions under Appendix B, that the same terms of the 2009 Letter of Agreement with the International Brotherhood of Electrical Workers, Local 18 for similar work, will apply to this amendment. NOW, THEREFORE, BE IT RESOLVED that Amendment No. 1 to Agreement Nos A, 47210B, 47210C, 47212A, 47212B, 47212C, 47213A, 47213B, and 47213C, approved as to form and legality by the City Attorney, and filed with the Secretary of the 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 contractors. BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP, upon proper certification, is authorized and directed to draw demands on the Power Revenue Fund in accordance with the terms ofthis amendment to Agreement Nos A, 47210B, 47210C, 47212A, 47212B, 47212C, 47213A, 47213B, 47213C 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 Acting Secretary of the Board are hereby authorized and directed to execute said amendment for and on behalfofladwp. Approval moved by Commissioner Noonan. Seconded by Commissioner Levine and carried by the following vote: Ayes, Commissioner Fleming, Funderburk, Jr., Noonan, President Levine; Noes, None. ITEM NO. 26- PUBLIC HEARING OPENED. 2 Public Speakers - Bob Rudnick, and Robert Houssels. ~"',.. -" Public Hearing Closed. ITEM NO. 26- Beacon Solar Project (BSP) Public Hearing and Adoption of Resolution of Necessity Authorizing Commencement of Eminent Domain Proceedings to Acquire 33 Interests in Mineral Rights at the BSP Site in the Vicinity of the Community of Cantil in Kern County, California. Submitted by Senior Assistant General Manager- Power System and Chief Administrative Officer. City Council approval is required. RESOLUTION NO WHEREAS, the Los Angeles Department of Water and Power (LADWP) is obligated to provide reliable electricity service to its customers in the City of Los Angeles and other service areas; and --,

21 JUNE 2, 2015, 11:14 A.M. Page 21 WHEREAS, the California Renewable Energy Resources Act (Senate Bill2[1X]) and its implementing regulations set Renewables Portfolio Standard (RPS) goals for procurement of electricity from renewable resources and require the LADWP to attain a minimum of 25 percent RPS by 2016 and 33 percent RPS by 2020; and WHEREAS, the Board of Commissioners of the Department of Water and Power (Board) adopted its revised RPS Policy and Enforcement Program in December 2013 to implement the RPS requirements; and WHEREAS, the Beacon Solar Project (BSP) consists of a 250-megawatts (MWs) project and will be located on approximately 2,300 acres ofladwp-owned land near the community of Cantil in unincorporated Kern County, California. LADWP is constructing the infrastructure of the solar facility which includes the Beacon Substation, the 230-kiloVolt (kv) transmission line that connects the Beacon Substation to the Barren Ridge Switching Station, access roads and the 34.5-kV collector system. Construction of infrastructure has already commenced and is expected to be completed by October 2015; and WHEREAS, the BSP is intended to access renewable energy sources in the Tehachapi Mountains and Mojave Desert Areas of Southern California and will be crucial and necessary for meeting the City of Los Angeles' RPS requirements; and WHEREAS, on May 20, 2014, the Board considered the Final Environmental ImpaCt Report (EIR) certified by Kern County on September 27, 2012, adopted the Mitigation Measure Monitoring Program, Findings offact, and Statements of Overriding Consideration, fulfilling the requirements of a Responsible Agency under the California Environmental Quality Act (CEQA) and approved the BSP; and WHEREAS, Notices of this Public Hearing informing the owners ofthe "Properties" subject to acquisition described in Exhibit A and depicted in Exhibit B (both attached hereto and incorporated herein) (the "Properties") of the Board's intent to adopt this Resolution and their right to be heard were mailed to the owners of the Properties not less than 15 days prior to the date of the hearing; and WHEREAS, LADWP has commissioned separate appraisals of each of the property interests (Appraisals), has approved those appraisals and has determined that the full fair market value of each property interest as established by said Appraisals constitutes 'just compensation" for each respective property interest; and WHEREAS, representatives ofladwp have conveyed in writing to the owners of each of the Properties LADWP's offer to purchase the respective Properties for the full, fair market value thereof as established by the corresponding Appraisals (the "Offers"); and '~ WHEREAS, the Board, at a public hearing on this Resolution of Necessity, considered documentation regarding the BSP and its relation to the Properties and the necessary real property interests to be acquired, reviewed the Board letter and took oral and written testimony presented on the BSP. NOW, THEREFORE, BE IT RESOLVED that this Board makes the following findings and determinations with respect to the BSP: 1. The LAD WP is a proprietary department of the City of Los Angeles, a charter city and municipal corporation. 2. The foregoing recitals and true and correct and incorporated into this Resolution by this reference. 3. The property interests to be acquired consist of the fee and Mineral Rights interests in the Properties described in. Exhibit A and depicted on Exhibit B, and any immovable fixtures and equipment (if any). \.._

22 JUNE 2, 2015, 11:14 A.M. Page The Properties upon which the BSP will be constructed are to be acquired for public use namely, for electric supply purposes and all uses necessary, incidental or convenient thereto, and for all public purposes pursuant to the authority conferred upon the LADWP to acquire property by eminent domain by Government Code , Code ofcivil Procedure & ; Public Utilities Code through 10004, inclusive, and Los Angeles City Charter Section 675(d)(l). 5. The acquisition of the property interests, which are located in the County of Kern are necessary for the development, construction, operation, and maintenance of the BSP. 6. Pursuant to Sections and ofthe Code of Civil Procedure, to the extent that any of the Properties are already devoted to a public use, the use to which the Properties are to be put as part of the BSP is more necessary public use than the use to which the Properties are.already devoted, or, in tbe alternative, is a compatible public use which will not unreasonably interfere with or impair the continuance of the public use to which the Properties are already devoted. 7. The notice of intention to adopt this Resolution ofnecessity was given by first class mail to each person whose property is to be acquired by eminent domain in accordance with Section of the Code of Civil Procedure and a hearing was conducted by the Board on the matters contained herein. '\ BE IT FURTHER RESOLVED that the Board hereby declares that potential impacts related to acquiring the Mineral Rights at the BSP site were previously evaluated under CEQA and no further documentation is required. BE IT FURTHER RESOLVED that the Board hereby declares that it has found and determined each of the following: 1. The public interest and necessity require the BSP. 2. The BSP is planned or located in the manner that will be most compatible with the greatest public good and the least private injury. 3. The Properties described in the Resolution are necessary for the BSP. 4. That either the offer required by Section of the Government Code has been made to the owner or owners of record, or the offer has not been made because the owner cannot be located with reasonable diligence. BE IT FURTHER RESOLVED that the Los Angeles City Council is requested to approve this Resolution of Necessity and the exercise of eminent domain by the LADWP in accordance with Charter Section 675(d)(1 ). -"'\, _ I BE IT FURTHER RESOLVED that upon approval by Los Angeles City Council, the City Attorney is hereby authorized and directed to take all steps necessary to commence legal proceedings, in a court of competent jurisdiction, to acquire the Properties by eminent domain. Counsel is also authorized and directed to seek and obtain Orders for Prejudgment Possession of said Properties in accordance with the Eminent Domain law. Counsel may enter into stipulated Orders for Prejudgment Possession andor Possession and Use Agreements, where such agreements constitute the functional equivalent of an Order for Prejudgment Possession. Counsel is further authorized to correct any errors or to make or agree to any nonmaterial changes to the legal description of the real properties that are deemed necessary for the conduct of the condemnation action or other proceedings or transactions required to acquire the Properties. Counsel is further authorized, subject to the approval ofladwp's Board when required, to compromise and settle such eminent domain proceedings, if such negotiated settlement can be reached, and in that event, to take all necessary action to complete the acquisition, including entering into stipulations as to a judgment and final order of condemnation and other matters, and to cause all payments for such settlements to be made. _