Los Angeles, California, February 18, 2014

Transcription

1 Los Angeles, California, February 18, 2014 MINUTES OF REGULAR MEETING OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES HELD IN ROOM 1555-H FEBRUARY 18, :10 A.M. Meeting called to order by President Mel Levine and roll called: Present - Commissioners: Absent- President Levine William W. Funderburk, Jr. Jill Banks Barad Michael F. Fleming Christina E. Noonan None A quorum present. IN ATTENDANCE were the following: Martin L. Adams, Bassam Abou-Chakra, Joseph Brajevich, Richard M. Brown, Joe Castruita, JohnA. Cox, Penny M. Falcon, Randy S. Howard, Philip Leiber, Sharon Grove Sofia R. Marcus, David R. Pettijohn, David B. Thrasher, Michael S. Webster, David H. Wiggs, Gwendolyn W. Williams, Anh T.L. Wood, Gary E. Wong, Acting General Manager Electrical Engineer, Engineering Services Division, Power System Assistant General Counsel, Water and Power, City Attorney's Office General Counsel, Water and Power, City Attorney's Office Director of Water Distribution, Water System Water Utility Superintendent, Water System Utility Services Manager, Water System Power Engineering Manager, Power System Chief Financial Officer, Financial Services Organization Assistant General Manager - Customer Service Environmental Engineering Associate, Water System Director of Water Resources, Water System Supervising Water Service Representative, Water System Power Engineering Manager, Power System Senior Assistant General Manager - Power System Director of Supply Chain Services Electrical Engineering Associate, Power System Assistant General Manager - Systems Support Division, Systems Support Division Also, in attendance: Camden Collins, Guy Lipa, Frederick Pickel, Rate Payer Advocate Mayor's Office Executive Director/Ratepayer Advocate, Office of Public Accountability "

2 FEBRUARY 18,2014, 11:10 A.M. Page 2 ITEM NO.1 - Opening remarks by the Commission President on agenda and other items relating to Department operations. " ITEM NO.2 - A report/briefing was given by Martin L. Adams, Acting General Manager and David H. Wiggs, Senior Assistant General Manager - Power System. ITEM NO.3 - Comments and/or requests from Commissioners relating to Department operations. All Commissioners - 1) Have Staff examine the RP A's analysis/presentation on FiT and work collaboratively with the RP A on possible re-pricing for Tranche 4. 2) Examine the possibility ofexpanding the FiT program and how it would impact the economy ofthe City. 3) Lastly, encourage DWP Staff to work with local Non-Governmental Organizations such as the Boy's and Girl's Clubs to expand the FiT program to their organization (Request from Board Item #10 - FiT Program). Commissioner Barad - Agendize the issue regarding Solar Incentive Program customer service for a future Board Meeting (Request from Item #10).. / Commissioner Funderburk, Jr. - Provide information on any Power Customer Satisfaction surveys that the Department intends to conduct or has recently conducted. ITEM NO.4 - The Secretary presented an opportunity for the public to address the Board on items ofinterest 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 ofpersons wishing to address the Board.) NONE. ITEM NO.5 - Potential Comments or Reports from Ratepayer Advocate made by Mr. Frederick Pickel. Comments were Written recommendations, approved by the General Manager, transmitting the following resolutions, approved as to form and legality by the City Attorney: J./ Commissioner Fleming moved adoption ofthe following two resolutions, approved as to form and legality by the City Attorney: ITEM NO.6 Approval ofthe minutes ofthe February 4, 2014, Regular meeting ofthe Board ofwater and Power Commissioners. ITEM NO.8 Approves Water Supply Assessment for the Exposition Corridor Transit Neighborhood Plan Project. Submitted by Acting Senior Assistant General Manager Water System.

3 RESOLUTION NO FEBRUARY 18,2014,11:10 A.M. Page 3 WHEREAS, on November 14,2013, the Los Angeles City Planning Department (Planning Department), requested the Los Angeles Department ofwater and Power (LADWP) to conduct a Water Supply Assessment (WSA) for the Exposition Corridor Transit Neighborhood Plan Project (Proposed Project) pursuant to California Water Code Sections ; and WHEREAS, the Proposed Project will redevelop approximately a 256-acre site area of commercial, industrial, institutional, and residential land uses within the West Los Angeles, Palms-Mar Vista-Del Rey, and West Adams-Baldwin Hills-Leimert Community Plan areas of the City oflos Angeles for commercial, industrial, institutional and residential land uses; and WHEREAS, the Planning Department identified two development options under the Proposed Project; and WHEREAS, LADWP has prepared a WSA for the Proposed Project in compliance with California Water Code Sections ; and WHEREAS, LADWP staffperfonned water demand analysis for the two options, and determined the maximum net increase in total water demand for the Proposed Project is 2,793 acre-feet per year; and WHEREAS, the Planning Department has agreed to implement additional conservation measures, as described in the WSA, that are in addition to those required by law; and WHEREAS, the Proposed Project is located in the service area ofladwp's water supply system, and LADWP would serve the area ofthe Proposed Project development; and WHEREAS, LADWP anticipates that its projected water supplies available during nonnal, 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 the 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 1,2009. The Board finds that the price signals contained in the Shortage Year Rates have resulted in reduced Los Angeles 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 the Proposed Project area and approves the WSA prepared for Proposed Project, now on file with the Secretary ofthe Board, and directs that the WSA and a certified copy ofthis Resolution be transmitted to the Planning Department. Seconded by Commissioner Barad and carried by the following vote: Ayes, Commissioners Barad, Fleming, Funderburk, Jr., Noonan; President Levine; ITEM NO.7 - Authorizes payments up to $200,000 for Los Angeles Department ofwater and Power's Administrative and Maintenance Budget for the Mohave Generating Station Fiscal Year Council approval by Ordinance Submitted by Senior Assistant General Manager Power System. RESOLUTION NO WHEREAS, Nevada Power Company (NPC), Salt River Project Agricultural Improvement and Power District (SRP), and Southern California Edison Company (SCE) entered into the Mohave Project Plant Site Conveyance and Go-Tenancy Agreement (Mohave Co-Tenancy

4 FEBRUARY 18,2014, 11:10 A.M. Page 4 Agreement) on May 29,1967, for the ownership, construction, operation and maintenance of the Mohave Project which consists ofreal property and related appurtenances, two steamelectric generating units with a nameplate rating of755 MWeach, and all project agreements related thereto; and WHEREAS, the Los Angeles Department ofwater and Power (LADWP) executed the Plant Site Conveyance 2 and the Mohave Project Plant Site Conveyance and Co-Tenancy Agreement Assignment, LADWP Agreement No , with SCE on December 23, 1968, whereby, LADWP acquired an undivided 20-percent interest in and to the Mohave Project on December 23, 1968; and WHEREAS, LADWP retains a 10-percent interest in the Mohave Plant Site and Mohave Project after divesting half of its original interest in December 2001; and WHEREAS, the Mohave Co-Tenancy Agreement expired by its term on July 1, 2006, and WHEREAS, the Mohave Generating Station was removed from service in January 2006, permanently shut down in October 2007 and completely decommissioned in WHEREAS, each co-owner continues to have residual environmental and payment -" obligations as tenants:-in-common for the Mohave Generating Station plant site and the post-decommissioning maintenance ofthe generating station; and WHEREAS, the Mohave Generating Station 2014 Maintenance and Administrative Budget (2014 Mohave Budget) has been established for the Mohave Generating Station for the calendar year of2014 which includes post-decommissioning maintenance costs ofthe plant site, and LADWP's proportionate share is $165,350; and WHEREAS, LADWP allocated $34,650 for an emergent work fund to cover incidental expenses such as accounting adjustments for severance or post-retirement benefits offormer Mohave Generating Station employees, environmental remediations ofthe plant site, and studies for reuse ofthe plant site, among others. NOW, THEREFORE, BE IT RESOLVED that the Board ofwater and Power Commissioners hereby approves payments up to $200,000 for LADWP's proportionate share ofthe 2014 Mohave Budget for Fiscal Year 2014 and any emergent work, on file with the Secretary ofthe Board. BE IT FURTHER RESOLVED that the Chief Accounting Employee is authorized and directed, upon proper certification, to draw demands on the Power Revenue Fund up to $200,000 for payment ofladwp's proportionate share ofthe 2014 Mohave Budget for Fiscal Year 2014 and any emergent work, consistent with this Resolution and on file with the Secretary ofthe Board. /' Approval moved by Commissioner Fleming. Seconded by Commissioner Funderburk, Jr. and carried by the following vote: Ayes, Commissioners Barad, Fleming, Funderburk, Jr., Noonan; President Levine;. ITEM NO.9 - Authorizes execution ofthe following contracts for general commercial and utility-type electrical supplies and materials. Contract No. 415A - (Amendment No.1) Associated oflos Angeles in addition of $12,988,636 and add two one-year options. Contract No. 415B - (Amendment No.1) All-Phase Electric Supply Company in addition of $600,976 and add two one-year options.

5 FEBRUARY 18, 2014, 11: 1 0 A.M. Page 5 Contract No. 415C - (Amendment No.1) OneSource Distributors, LLC in addition of $4,407,122 and add two one-year options. Contract No. 415D - (Amendment No.1) Royal Wholesale Electric in addition of $500,818 and add two one-year options. Contract No. 415E - (Amendment No.1) Metropolitan Electrical in addition of$500,818 and add two one-year options. Submitted by Senior Assistant General Manager - Power System, Acting Senior Assistant General Manager - Water System and Assistant General Manager Systems Support Division. RESOLUTION NO WHEREAS, Associated oflos Angeles (Associated), All-Phase Electric Supply Company (All-Phase), OneSource Distributors, LLC (OneSource), Royal Wholesale Electric (Royal Wholesale), and Metropolitan Electrical (Metropolitan) were awarded cooperative purchase Contract Nos., 415A, 415B, 415C, 4150, and 415E, respectively, by the Los Angeles Department of Water and Power (LADWP) Board ofcommissioners on August 7, 2012, for furnishing and delivering electrical materials and supplies; and WHEREAS, the contracts were awarded for a term ofapproximately seven months with a one-year optional period, for a total amount not to exceed $15,000,002; and WHEREAS, Amendment No.1 to Contract Nos. 415A, 415B, 415C, 4150, and 41 is to add two one-year options and increase the total contracts amount from $15,000, to $33,998, NOW, TH EREFORE, BE IT RESOLVED that Amendment No. I to Contract Nos. 415A, 415B, 415C, 4150, and 415E, approved as to form and legality by the City Attorney, are hereby approved. BE IT FURTHER RESOLVED that the General Manager is hereby delegated the authority to re-allocate funds from one contract estimated expenditure to another, as may be necessary, consistent with actual expenditures, not to exceed the total amount of $33,998, BE IT FURTHER RESOLVED that the Chief Accounting Employee ofthe LADWP, upon proper certification, is authorized and directed to draw demands on the Water and Power Revenue Funds, in accordance with the terms ofthis amendment to Contract Nos. 415A, 415B, 415C, 4150, and 415E and this resolution. BE IT FURTHER RESOLVED that the President or Vice President, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary ofthe Board are hereby authorized and directed to execute said amendment for and on behalf of LADWP. Approval moved by Commissioner Barad. Seconded by Commissioner Noonan and carried by the following vote: Ayes, Commissioners Barad, Fleming, Funderburk, Jr., Noonan; President Levine;

6 FEBRUARY 18,2014,11:10 A.M. Page 6 ITEM NO. 10 Authorizes the execution ofthe Los Angeles Department.ofWater and Power Feed-in Tariff Program Modifications Submitted by Senior Assistant General Manager - Power System.. RESOLUTION NO ADOPTED AS AMENDED WHEREAS, on October 11,2009, the Governor ofcalifornia approved Senate Bill No. 32 (SB 32), which added Section to the Public Utilities Code to require local publicly owned electric utilities to offer a Feed-in Tariff (FiT) Program for the purchase ofelectricity, generated from eligible renewable resources, up to a California statewide cap of750 megawatts (MW); and WHEREAS, LADWP is required to offer a 75 MW FiT Program for its share ofthe State cap; and WHEREAS, on April 17, 2012, Los Angeles Department ofwater and Power (LADWP) Board ofwater and Power Commissioners (Board) adopted the FiT Demonstration Program Guidelines, Standard Offer Power Purchase Agreement (SOPP A), and Standard Offer for Customer Generation Interconnection Agreement, upon the effective date ofan ordinance authorizing the Board to enter into long-term FiT contracts and to delegate that authority to the General Manager; and WHEREAS, Ordinance No amends the Los Angeles Administrative Code to authorize the Board ofwater and Power Commissioners to enter into long-term FiT contracts and to delegate that authority to the General Manager; and WHEREAS, on September 27,2012, the Governor ofcalifornia approved Senate Bill No (SB 1332), which amended and renumbered Section ofthe Public Utilities Code to and adds a deadline ofjuly 1,2013, for utilities to adopt a FiT; and WHEREAS, on January 11,2013, LADWP Board adopted the 100-MW FiT Set Pricing Program, FiT Set Pricing Program Guidelines, Standard Offer Power Purchase Agreement (SOPP A) and Standard Offer for FiT Customer Generation Interconnection Agreement (IA); and WHEREAS, on July 16, 2013, LADWP Board adopted the revised SOPPA for use in the IOO-MW Set Pricing Program and FiT Demonstration Program; and WHEREAS, LADWP staff acknowledges the need for streamlined program processes and to provide assistance in completing program documents. NOW, THEREFORE, BE IT RESOLVED that the Board hereby adopts the attached revised FiT Set Pricing Program Guidelines, SOPPA and IA. "\ BE IT FURTHER RESOLVED that the Board hereby delegates to the General Manager, the authority to enter into contracts for the purchase ofrenewable energy and related interconnection agreements for the FiT Program. BE IT FURTHER RESOLVED that LADWP staffis authorized to make non-substantive technical modifications to the revised FiT Set Pricing Program Guidelines, SOPP A, and IA as necessary to correct errors, improve clarity, and facilitate administration ofthe FiT Programs. (A Verbal Motion was moved by Commissioner Levine, and seconded by Commissioner Fleming, that Item No. 10 on the February 18,2014, Commission Agenda relative to a resolution authorizing the execution ofthe Los Angeles Department of Water and Power Feed-in Tariff Program -Modifications 2014, BE AMENDED, as follows: 1. That the Board approves Tranche 3 and asks for collaboration between the Rate Payer Advocate and Staff on pricing, with a staff report back well in advance ofreporting on Tranche That staff report back about the economic impact ofa larger F eed-in-tariff Program and the economic impacts and benefits it would have for the City.)

7 FEBRUARY 18,2014,11:10 A.M. Page 7 Approval moved by Commissioner Levine. Motion to Amend Resolution by Commissioner Fleming. Seconded by Commissioner Noonan and carried by the following vote: Ayes, Commissioners Barad, Fleming, Funderburk, Jr., Noonan; President Levine;

8 FEBRUARY 18,2014, 11:10 A.M. Page 8 "\ ITEM NO. 11-Authorizes the issuance up to a maximum of$522 million Power System Revenue Bonds. Council approval is required. Submitted by Chief Financial Officer. RESOLUTION NO INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES Authorizing the Borrowing of Up to $522,000,000 Pursuant to Section 609 of The Charter ofthe City oflos Angeles Through the Issuance of Revenue Bonds Payable from the Power Revenue Fund RESOLUTION NO BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES: Section 1. This Board of Water and Power Commissioners of the City of Los Angeles (the "Board") hereby determines that the public interest and necessity demand that the Department of Water and Power of the City of Los Angeles (the "Department") should borrow money, pursuant to Section 609 of The Charter of The City of Los Angeles (the "Charter") for the purposes specified in Section 3 of this Resolution, and should issue and sell revenue bonds as herein provided (the "Bonds ll ) payable from the Power Revenue Fund to evidence the indebtedness created by such borrowing. Section 2. The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 ofthe Charter for the purposes specified in Section 3 ofthis Resolution. Section 3. The Bonds are to be issued for the purpose of financing one or more Capital Improvements to the Power System (as such terms are defined in Resolution No (the "Master Bond Resolution") adopted by the Board on February 6, 2001). Section 4. The maximum principal amount ofthe Bonds authorized by this Resolution is FIVE HUNDRED TWENTY -TWO MILLION DOLLARS ($522,000,000) and said Bonds are to be issued in one or more series or sub series at such time or times as the Board may determine. Section 5. The maximum term for which any Bond is to run shall be forty-five years from the date ofissuance of such Bond. Section 6. The maximum interest cost to be incurred through the issuance of any Bond shall be twelve percent (12%) per annum. The interest cost for the purpose of determining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number of days elapsed. Section 7. This Board has received a report (the "Report") of the Chief Financial Officer of the Department stating that such officer has determined that a private sale ofthe Bonds will be of benefit to, and in the financial interests of, the Department and providing the reasons therefor. As authorized by subsection (d) of Section 609 of the Charter and Section of Ordinance No. 172,353 of the City of Los Angeles (the "City"), as amended, constituting Article 6.5 of Chapter 1 of Division 11 ofthe Los Angeles Administrative Code (the "Procedural Ordinance"), this Board hereby authorizes the private sale of each series and sub series ofthe Bonds to one or more ofthe firms included in the team ofunderwriting firms selected by the Board pursuant to Section (b) ofthe Procedural Ordinance as such team is composed at the time ofthe sale ofsuch series or subseries; provided, however, that underwriters' discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent ofthe principal amount ofthe Bonds and any initial issue discount with respect to the Bonds shall not exceed ten percent ofthe principal amount ofthe Bonds to which such initial issue discount shall apply.

9 FEBRUARY 18,2014, 11:10 A.M. Page 9 Section 8. As provided in Section ofthe Procedural Ordinance, in connection with, or incidental to, the issuance or carrying ofthe Bonds, the Department may enter into one or more credit enhancement or liquidity agreements (each for purposes ofthis Resolution and the Master Bond Resolution, a "Credit Support Agreement") with one or more banks, insurance companies or other financial institutions approved by the Board which shall contain such payment, interest rate, security, default, remedy and other terms and conditions as shall be approved by the Board. Notwithstanding Section 6 ofthis Resolution, the maximum interest. cost to be incurred on amounts payable under each such Credit Support Agreement, including the interest rate on Credit Provider Bonds (as define in the Master Bond Resolution) under such Credit Support Agreement, shall not exceed twenty percent (20%) per annum. The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of365 days for the actual number of days elapsed. Section 9. The authorization of the issuance ofthe Bonds made by this Resolution is in addition to any and all other authorizations ofthe issuance ofbonds on account ofthe Power System heretofore made by resolution ofthis Board. Section 10. The Secretary ofthis Board shall forthwith transmit certified copies ofthis Resolution, together with the Report ofthe Department's Chief Financial Officer, to the offices ofthe Mayor, the City Clerk and the City Administrative Officer (previously the Director ofthe Office ofadministrative and Research Services) pursuant to Subsections (a) and (d) ofsection 609 of the Charter and Sections and ofthe Procedural Ordinance. Approval moved by Commissioner Fleming. Seconded by Commissioner Levine and carried by the following vote: Ayes, Commissioners Barad, Fleming, Funderburk, Jr., Noonan; President Levine; ITEM NO Establishes a Declaration ofofficial Intent to reimburse the Power Revenue Fund for certain Capital Expenditures from proceeds of debt obligations. Submitted by Chief Financial Officer. RESOLUTION NO WHEREAS, the Los Angeles Department of Water and Power (LADWP) is a proprietary department ofthe City oflos Angeles (the "City"), and is duly organized and exists pursuant to the Charter ofthe City; WHEREAS, pursuant to its final budget for Fiscal Year , presented to the Board of Water and Power Commissioners ofthe City oflos Angeles and transmitted to City Council on May 30,2013 under Resolution No , LADWP intends to acquire, construct, reconstruct, replace and improve various facilities for supplying power to the City and its inhabitants, as more fully described in Exhibit A attached hereto (the "Project"); WHEREAS, beginning the 60-day period prior to the date hereof, LADWP has paid or incurred, or expects to payor incur, costs with respect to the Project prior to the issuance of indebtedness in order to finance the Project; WHEREAS, LADWP also may have paid or incurred certain "preliminary expenditures" as such term is defined in the Reimbursement Regulation (as hereinafter defined), in connection with the Project; WHEREAS, LADWP is authorized to incur or issue debt obligations to finance costs ofthe Project; WHEREAS, in order to reimburse itself for the payment of, or pay unpaid costs of, the Project, LADWP anticipates it will initially issue debt obligations in an amount not expected

10 FEBRUARY 18,2014, 11:10 A.M. Page 10 --, to exceed $522,000,000 during the Fiscal Year for the purpose of financing a portion ofthe costs ofthe Project; WHEREAS, LADWP plans to finance such costs ofthe Project on a long-term basis using proceeds ofits debt obligations, including tax-exempt obligations or other obligations; WHEREAS, Section ofthe Treasury Regulations (the "Reimbursement Regulation") requires LADWP to declare its reasonable official intent to reimburse prior expenditures for the Project with proceeds of indebtedness; and WHEREAS, LADWP wishes" to declare its official intent to use proceeds of indebtedness to reimburse Project expenditures paid before its obligations are issued and to finance Project costs on a long-term basis with the proceeds of such indebtedness. NOW, THEREFORE, BE IT RESOLVED by the Board of Water and Power Commissioners ofthe City oflos Angeles (the "Board") as follows: Section 1. The Board finds and determines that the foregoing recitals are true and correct. Section 2. This Resolution is adopted by the. Board solely for purposes.ofestablishing compliance with the requirements ofsection ofthe Treasury Regulations. Unless otherwise defined, terms used herein shall have the meaning set forth in the Internal Revenue Code of 1986 and in Section ofthe Treasury Regulations. This Resolution does not bind LADWP to make any expenditure, incur any indebtedness, or proceed with the Project. Section 3. LADWP has made certain capital expenditures, and expects to make additional expenditures, in connection with the Project, prior to the issuance of indebtedness for the Project. The Board hereby declares LADWP's official intent to use proceeds of indebtedness to finance and, if necessary, to reimburse itself for Project expenditures, including costs ofthe Project paid beginning the 60-day period prior to the date hereof, or "preliminary expenditures" (as defined in the Reimbursement Regulation). Section 4. This Resolution shall become final and take effect as provided in Section 245 ofthe Charter. Approval moved by Commissioner Barad. Seconded by Commissioner Funderburk, Jr. and carried by the following vote: Ayes, Commissioners Barad, Fleming, Funderburk, Jr., Noonan; President Levine; ITEM NO Appointment ofmichael Fleming as a Trustee to the Joint Safety Institute. RESOLUTION NO WHEREAS, there is one vacancy with respect to Employer Trustees ofthe Joint Safety Institute; in the office of General Manager. NOW, THEREFORE, BE IT RESOLVED, that in accordance with Article 4, Section 6 ofthe Agreement and Declaration oftrust between International Brotherhood of Electrical Workers, Local 18, AFL-CIO and Department of Water and Power ofthe City oflos Angeles pertaining to the Joint Safety Institute, Michael Fleming is hereby appointed as an Employer Trustee. BE IT FURTHER RESOLVED, that in further accordance with Article 4, Section 6 the Trustees, Department of Water and Power and the IBEW shall be notified ofthe appointment. Approval moved by Commissioner Levine.

11 FEBRUARY 18,2014, 11:10 A.M. Page 11 " Seconded by Commissioner Barad and carried by the following vote: Ayes, Commissioners Barad, Funderburk, Jr., Noonan; President Levine; Commissioner Fleming abstain from voting on this item. ITEM 14A - Monthly report of activities for the following units: Financial Services Organization - November 2013 Financial Services Organization - December 2013 ITEM NO.14B - Report for informational purposes, as follows: Investment Report Quarter Ending September 30,2013 ITEM NO Reports by Management concerning matters relating to Department operations, as follows: Los Angeles Department of Water and Power's Water Loss Audit and Component Analysis Project Presentation and Executive Summary Report. - Presentation was given by Penny Falcon, Utility Services Manger, Water System; Sophia R. Marcus, Environmental Engineering Associate, Water System; Joe Castruita, Director ofwater Distribution, Water System and John Cox, Water Utility Superintendent, Water System. Status of Los Angeles Department of Water and Power Revenue Collection for the Current Fiscal Year - Status update given by Phil Lieber, Chief Financial Officer and Sharon Grove, Assistant General Manager - Customer Service. Update of SodexolCafeteria - Update given by Martin L. Adams, Acting General Manager. Filing - Renewable Portfolio Standard Projects Update - January Filed. ',

12 FEBRUARY 18,2014,11:10 A.M. Page 12 THE BOARD shall recess into closed session for a conference with legal counsel regarding: A. Existing litigation in the following matters: 1. Hartford Steam Boiler and Insurance v. LADWP, Los Angeles Superior Court Case No. BC289390, pursuant to Section (d)(1) ofthe California Government Code. 2. Ayala Boring, Inc. v. Department ofwater and Power ofthe City oflos Angeles, a public entity; W.A. Rasic Construction Company, Inc., a corporation; SAFECO Insurance Company ofamerica, a surety; and Does 1 through 100, inclusive, pursuant to Section (d)(1) ofthe California Government Code. 3. In re Great Basin Unified Air Pollution Control District Owens Lake Dust Control Revised Final 2011 Supplemental Control Requirements Determination, State ofcalifornia Air Resources Board, pursuant to Section (d)(1) ofthe California Government Code. 4. The People ofthe State ofcalifornia and Great Basin Unified Air Pollution Control District v. City oflos Angeles, Department ofwater and Power, et ai., Kern County Superior Court Case No. SI CV PT , pursuant to Section (d)(1) ofthe California Government Code. 5. City oflos Angeles v. California Air Resources Board, et ai., Sacramento Superior Court Case No CU-WM-GDS, pursuant to Section (d)(1) ofthe California Government Code. 6. San Diego County Water Authority v. Metropolitan Water District of Southern California, San Francisco Superior Court Case Nos. CFP and CFP , pursuant to Section (d)(i) ofthe California Government Code. B. Anticipated litigation in the following matters: 1. Discussion regarding significant exposure to litigation (2 cases), pursuant to Section (d)(2) ofthe California Government Code. 2. Discussion regarding initiation oflitigation (2 cases), pursuant to Section (d)(4) ofthe California Government Code. MEETING RECESSED at 1:21 p.m. MEETING RECONVENED at 1 :32 p.m.

13 FEBRUARY 18,2014, 11:10 A.M. Page 13 Los Angeles, California, February 18, 2014 MINUTES OF CLOSED SESSION OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES HELD IN ROOM 1555 FEBRUARY 18,2014 1:32 P.M. Meeting called to order by President Mel Levine and roll called: Present - Commissioners: Absent- President Levine William W. Funderburk, Jr. Jill Banks Barad Michael F. Fleming Christina Noonan None A quorum present. ATTENDANCE were the following: Martin L. Adams, Gregory Adams, Richard M. Brown, Joseph Brajevich, Julie A. Riley, Eric Rosenblatt, Susan Rowghani, Eskel H. Solomon, Acting General Manager Deputy City Attorney General Counsel, Water and Power Assistant General Counsel, Water and Power Deputy City Attorney Assistant City Attorney Director of Water Engineering & Technical Services Assistant City Attorney Also, in attendance: Ed Casey, Guy Lipa, Outside Counsel Mayor's Office A CLOSED SESSION was held for a conference with legal counsel regarding: Existing litigation in the following matter: ITEM NO. 16A(1) - Hartford Steam Boiler and Insurance v. LADWP, Los Angeles Superior Court Case No. BC289390, pursuant to Section (d)(1) of the California Government Code. Discussion held - no action taken. Existing litigation in the following matter: ITEM NO. 16A(2) - Ayala Boring. Inc. v. Department ofwater and Power ofthe City of Los Angeles, a public entity; W.A. Rasic Construction Company. Inc., a corporation; SAFECO Insurance Company ofamerica. a surety; and Does 1 through 100, inclusive, pursuant to Section (d)(1) ofthe California Government Code. Discussion held no action taken.

14 FEBRUARY 18,2014, 11:10 A.M. Page 14 Existing litigation in the following matter: ITEM NO. 16A(3) - In re Great Basin Unified Air Pollution Control District Owens Lake Dust Control Revised Final 2011 Supplemental Control Requirements Determination, State of California Air Resources Board, pursuant to Section (d)(1) ofthe California Government Code. Discussion held no action taken. Existing litigation in the following matter: ITEM NO. 16A(4) - The People ofthe State ofcalifornia and Great Basin Unified Air Pollution Control District v. City of Los Angeles, Department ofwater and Power, et ai., Kern County Superior Court Case No. SI CV PT , pursuant to Section (d)(1) ofthe California Government Code. Discussion held action taken. Existing litigation in the following matter: ITEM NO. 16A(5) - City oflos Angeles v. California Air Resources Board, et ai., Sacramento Superior Court Case No CU-WM-GDS, pursuant to Section (d)(1) ofthe California Government Code. Discussion held - action taken. Existing litigation in the following matter: ITEM NO. 16A(6) San Diego County Water Authority v. Metropolitan Water District of Southern California, San Francisco Superior Court Case Nos. CFP and CFP , pursuant to Section (d)(i) ofthe California Government Code. Withdrawn. Anticipated litigation in the following matter: " ITEM NO. 16B(1)(lst ease) Discussion regarding significant exposure to litigation (2 cases), pursuant to Section (d)(2) ofthe California Government Code. Withdrawn. Anticipated litigation in the following matter: ITEM NO. 16B(1)(2nd ease) - Discussion regarding significant exposure to litigation (2 cases), pursuant to Section (d)(2) of the California Government Code. Withdrawn.

15 FEBRUARY 18,2014,11:10 A.M. Page 15 Anticipated litigation in the following matter: ITEM NO. 16B(2)(lst case) - Discussion regarding initiation oflitigation (2 cases), pursuant to Section (d)(4) ofthe California Government Code.. Withdrawn. Anticipated litigation in the following matter: ITEM NO. 16B(2)(2nd case) - Discussion regarding initiation oflitigation (2 cases), pursuant to Section (d)(4) of the California Government Code.. Withdrawn. COMMISSIONER NOONAN moved the meeting be adjourned. Seconded by Commissioner Fleming and carried by the following vote: Ayes, Commissioners Barad, Fleming, Funderburk, Jr., Noonan, President Levine; MEETING ADJOURNED at 2: 19 p.m. SIGNED: (., ';!. ~ ~~RETARY JOOj,l\t~ I ~ I,~, ATTEST: ~~, ~ PRESIDENT ' "