Los Angeles, California, March 5, 2013

Transcription

1 Los Angeles, California, March 5, 2013 MINUTES OF SPECIAL MEETING OF TIlE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES HELD IN ROOM 1555-H MARCH 5, :38 P.M. Meeting called to order by Vice-President Eric Holoman and roll called: Present - Commissioners: Absent- Vice-President Eric Holoman Richard Moss Christina E. Noonan Jonathan Parfrey Thomas S. Sayles A quorum present. IN ATTENDANCE were the following: Ronald O. Nichols, Martin L. Adams, Marianne Anz, Joseph Brajevich, Richard M. Brown, George Chen, Sharon Grove, David E. Jacot, Randy S. Howard, Philip Leiber, James B. McDaniel, Ali Morabbi, Denis Obiang, David R. Pettijohn, Susan R. Rowghani, Jeffrey S. Thornburg Michael S. Webster, Gwendolyn W. Williams, Gary E. Wong, General Manager Director of Water Operations, Water System Principal Utility Accountant, Financial Services Assistant General Counsel, Water and Power, City Attorney's Office General Counsel, Water and Power, City Attorney's Office Rates Manager Assistant General Manager - Customer Experience Director of Energy Efficiency, Intergovernmental Affairs Director ofpower System Planning and Development Chief Financial Officer, Financial Services Organization Senior Assistant General Manager Water System, Water System Power Engineering Manager, Power System Electrical Engineering Associate, Power System Director of Water Resources Director of Water Engineering & Technical Services, Water System Power Engineering Manager, Power System Power Engineering Manager, Power System Director of Supply Chain Services Assistant General Manager - Systems Support Division ITEM NO.1 - Opening remarks were made by the Commission Vice-President on agenda and other items relating to Department operations. ITEM NO.2 - A reportlbriefing was given by the General Manager.

2 MARCH 5, 2013,1:38 P.M. Page 2 ITEM NO.3 - Comments and/or requests from Commissioners were made during the Board meeting relating to Department operations. Commissioner Moss - Requested future board letters better describe what is being changed in existing contracts. Commissioner Moss (Item 23) Provide the salary ofthe substitute position in the amended Annual Personnel Resolution. Commissioner Moss - For future Government Relations Contracts, consider having a list of Contractors that the Department can use based on a task order basis. Commissioner Moss for surveillance. (Item 28) Look into the Department's possible use ofdomestic drones Commissioner Holoman Provide an update to the Board in April regarding the backlog of solar applications and the hiring ofladwp personnel to assist with the solar program. Commissioner Moss - (Item 15) What are the current ramp up plans to hire new employees for the Power System? Provide an update on Power's hiring plan with the increase ofnew projects. Commissioner Parfrey Instruction to the General Manager: Return in April with the Bundled Solar RFP for review. There needs to be a better formal board review process for approving solar program policies. ITEM NO.4 - The Secretary presented the opportunity for the public to address the Board on items of interest to the public that are within the subject matter jurisdiction ofthe Board. ITEM NO.5 - Approval ofthe minutes ofthe November 6, 2012, special meeting ofthe Board ofwater and Power Commissioners. Approval moved by Commissioner Parfrey. Seconded by Commissioner Moss and carried by the following vote: Ayes, Commissioners Moss, Noonan, Parfrey; Vice President Holoman abstained because he was not at the meeting. Approval ofthe minutes ofthe November 20,2012, regular meeting ofthe Board ofwater and Power Commissioners. Approval moved by Commissioner Moss. Seconded by Commissioner Noonan and carried by the following vote: Ayes, Commissioners Moss, Noonan, Vice-President Holoman; Commissioner Parfrey abstained because he was not at the meeting.

3 MARCH 5,2013, 1:38 P.M. Page 3 Approval ofthe minutes ofthe December 4,2012, regular meeting ofthe Board ofwater and Power Commissioners. Approval moved by Commissioner Parfrey. Seconded by Commissioner Moss and carried by the following vote: Ayes, Commissioners Moss, Noonan, Parfrey; Vice President Holoman abstained because he was not at the meeting. Commissioner Parfrey moved adoption ofthe following 12 resolutions, approved as to form and legality by the City Attorney: ITEM NO.6 - Authorizes award ofspecification No. 397Rl to Furnish and Deliver Bags, Urinal, Disposable and Kits, Portable Restroom, Disposable Solid Waste Container. Award to American Innotek, Inc. for a total amount not to exceed $1,457,850 for a term ofone year with two optional one-year options. Submitted by Assistant General Manager - Systems Support Division, Senior Assistant General Manager - Power System and Senior Assistant General Manager - Water System Division. RESOLUTION NO WHEREAS, American Innotek, Inc. is the lowest responsive bidder under Specification No. 397Rl; and WHEREAS, this contract is to furnish and deliver bags, urinal, disposable and kits, portable restroom, disposable solid waste container, and LADWP's Systems Support Division recommends award ofthis contract. NOW, THEREFORE, BE IT RESOLVED that American Innotek, Inc. is awarded a contract for a total amount not to exceed $1,457, for a term ofone year with two optional oneyear options, under Specification No. 397Rl, approved as to form and legality by the City Attorney and on file with the Secretary ofthe Board. BE IT FURTHER RESOLVED that the President or Vice President ofthe Board or the General Manager, or such person as he shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary ofthe Board are hereby authorized, empowered, and directed to execute said contract for and on behalfofladwp. BE IT FURTHER RESOLVED that the ChiefAccounting Employee ofladwp is hereby authorized and directed to draw demands on the Water and Power Revenue Funds in accordance with the terms ofthis contract awarded pursuant to Specification No. 397Rl and this Resolution. ITEM NO.7 - Authorizes award ofauthorizes award ofspecification No. 425 to Furnish Electrical Connectors for Overhead Distribution. Award to OneSource Distributors for a total amount not to exceed $1,730,000 for a term ofone year with two optional one-year extensions. Submitted by Senior Assistant General Manager Power System and Assistant General Manager - Systems Support Division.

4 MARCH 5,2013, 1 :38 P.M. Page 4 RESOLUTION NO WHEREAS, One Source Distributors is the lowest bidder, under Specification No. 425; and WHEREAS, this contract is for Electrical Connectors for Overhead Distribution and LAD WP's Power System recommends award ofthis contract. NOW, THEREFORE, BE IT RESOLVED OneSource Distributors is awarded the contract for an amount not to exceed $1,730, for a term ofone year with two optional one-year extensions under Specification No. 425, approved as to form and legality by the City Attorney and on file with the Secretary ofthe Board. BE IT FURTHER RESOLVED that the President or Vice President ofthe Board, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary ofthe Board be and they are hereby authorized and directed to execute said contract for and on behalfofthe Department of Water and Power. BE IT FURTHER RESOLVED that the ChiefAccounting Employee is hereby authorized and directed to draw demands upon the Power Revenue Fund in accordance with the terms ofthis contract awarded pursuant to Specification No. 425 and this resolution. ITEM NO.9 - Authorizes award ofspecification No. 433 to Provide Diving Services at any ofthe Water System's reservoirs, tanks, or large pipelines. Award to American Marine Corporation for a total amount not to exceed $777,383 for a term ofone year with two optional one-year periods. Submitted by Senior Assistant General Manager - Water System and Assistant General Manager - Systems Support Division. RESOLUTION NO WHEREAS, American Marine Corporation (AMC) is the lowest bidder under Specification No. 433, for services for diving, Inland Waters; and WHEREAS, the Los Angeles Department ofwater and Power's (LADWP) Water System recommends award ofthis contract. NOW, THEREFORE, BE IT RESOLVED that pursuant to City Charter Section 1022, such services covered by Specification No. 433 are for expert diving services which require knowledge and skills not available within the LADWP. BE IT FURTHER RESOLVED that AMC is awarded the contract for a total not to exceed $777, for a one year with two optional one-year periods under Specification No. 433, approved as to form and legality by the City Attorney and on file with the Secretary ofthe Board. BE IT FURTHER RESOLVED that the ChiefAccounting Employee ofladwp is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms ofthis contract awarded pursuant to Specification No. 433 and this resolution. BE IT FURTHER RESOLVED that the President or Vice President ofthe Board, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary ofthe Board are hereby authorized and directed to execute said contract for and on behalfofladwp.

5 MARCH 5, 2013, 1 :38 P.M. Page 5 ITEM NO Authorizes award ofspecification No. 439 to Furnish Underground Cable Connectors. Award to Impact Power, Inc. for a total amount not to exceed $1,456,117 for a term ofone year with two optional one-year periods. Submitted by Senior Assistant General Manager Power System and Assistant General Manager Systems Support Division. RESOLUTION NO WHEREAS, Impact Power, Inc. (Impact) was the lowest bidder, under Specification No. 439, for underground cable connectors; and WHEREAS, Los Angeles Department ofwater and Power's (LADWP) Power System recommends an award ofthis contract. NOW, THEREFORE, BE IT RESOLVED that Impact is awarded the contract, for a total amount not to exceed $1,456,117.00, for a period ofone year with two optional one-year periods, under Specification No. 439, approved as to form and legality by the City Attorney and on file with the Secretary ofthe Board. BE IT FURTHER RESOLVED that the ChiefAccounting Employee is hereby authorized and directed to draw demands upon the Power Revenue Fund in accordance with the terms ofthis contract awarded pursuant to Specification No. 439 and this resolution. BE IT FURTHER RESOLVED that the President or Vice President, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary ofthe Board are hereby authorized and directed to execute said contract for and on behalfofladwp. ITEM NO Authorizes award ofspecification No. 460 to Furnish and Deliver Liquid Zinc Orthophosphate. Award to Brenntag Pacific, Inc. for a total amount not to exceed $1,741,408 for a term ofone year with one optional one-year period. Submitted by Senior Assistant General Manager Water System and Assistant General Manager - Systems Support Division. RESOLUTION NO WHEREAS, Brenntag Pacific, Inc. was the lowest bidder, under Specification No. 460, to furnish and deliver liquid zinc orthophosphate; and WHEREAS, Los Angeles Department ofwater and Power's (LADWP) Water System recommends an award ofthis contract. NOW, THEREFORE, BE IT RESOLVED that Brenntag Pacific, Inc. is awarded the contract, for a total amount not to exceed $1,741,408.00, for a period ofone year with one optional one-year period, under Specification No. 460, approved as to form and legality by the City Attorney and on file with the Secretary ofthe Board. BE IT FURTHER RESOLVED that the ChiefAccounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms ofthis contract awarded pursuant to Specification No. 460 and this resolution. BE IT FURTHER RESOLVED that the President or Vice President, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary ofthe Board are hereby authorized and directed to execute said contract for and on behalfofladwp.

6 MARCH 5, 2013, 1:38 P.M. Page 6 ITEM NO Authorizes award ofspecification No to Furnish and Deliver Wheeled Tractors and Service, Repair, and Operator Training. Award to AA Equipment for a total amount not to exceed $1,181,917 for a one-time purchase. Submitted by Senior Assistant General Manager - Power System, Senior Assistant General Manager Water System and Assistant General Manager Systems Support Division. RESOLUTION NO WHEREAS, AA Equipment is the lowest responsive bidder under Group A and Group C on Specification No. 7410, to furnish and deliver wheeled tractors and service, repair, and operator training; and WHEREAS, Group B will be rebid at a later date; and WHEREAS, the Los Angeles Department of Water and Power's (LADWP) Power recommends award ofthis contract. NOW, THEREFORE, BE IT RESOLVED that pursuant to City Charter Section 1022, the Board finds that it is more feasible to have the work performed by outside services because it has been determined that the contractor have proprietary knowledge in the equipment operation, services, and repair that LADWP needs. BE IT FURTHER RESOLVED that AA Equipment is awarded the contract for Group A and C for a total not to exceed $1,181, for a one-time purchase under Specification No. 7410, approved as to form and legality by the City Attorney and on file with the Secretary of the Board. BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms ofthis contract awarded pursuant to Specification No and this resolution. BE IT FURTHER RESOLVED, that the President or Vice President ofthe Board, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary ofthe Board are hereby authorized and directed to execute said contract for and on behalfofladwp. ITEM NO Authorizes award of Specification No. N-7475 (Bid No ) to Furnish and Deliver Spacers, Ducts, Various, for 230-kV Transmission Lines. Award to All State Utility Supply, Inc. for a total amount not to exceed $890,628 for a one-time purchase. Submitted by Senior Assistant General Manager - Power System and Assistant General Manager - Systems Support Division. RESOLUTION NO WHEREAS, through a competitive bid process the Los Angeles Department ofwater and Power (LADWP) sought to furnish and deliver spacers, ducts, various, for 230-kV transmission lines under Specification No. N-7475 (Bid No ); and WHEREAS, LADWP received five bids, ofwhich all were determined to be non-responsive and only two bidders passed the GFE requirements. Others failed to submit required materials, which include but are not limited to Good Faith Effort documentations, Contractors Code of Conduct, Bidder Certification CEC Form 50, Recycled-Content Certification Form, and Contract Signature Page.

7 MARCH 5, 2013, 1 :38 P.M. Page 7 WHEREAS, LADWP negotiated finn pricing exception with All State Utility Supply, Inc. (All State), the lowest, GFE approved bidder proposing finn pricing and All State has agreed to comply in accordance to Bid No and Specification No. N-7475 to furnish spacers, duct, various, for 230-kV transmission lines; and WHEREAS, LADWP's Power System recommends a negotiated contract be awarded to All State under Specification No. N-7475 (Bid No ); and NOW, THEREFORE, BE IT RESOLVED that All State is awarded a negotiated contract, for a total amount not to exceed $890,628.00, for a one-time purchase, under Specification No. N 7475 (Bid No ), approved as to fonn and legality by the City Attorney and on file with the Secretary ofthe Board. BE IT FURTHER RESOLVED that the ChiefAccounting Employee is hereby authorized and directed to draw demands upon the Power Revenue Fund in accordance with the tenns ofthis contract awarded pursuant to Specification No. N-7475 (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 ofthe Board are hereby authorized and directed to execute said contract for and on behalf ofladwp. ITEM NO Authorizes execution ofa Purchase ofreal Property located at 6852 Hinds Avenue in North Hollywood, California. The purchase price of $630,000 plus closing and incidental expense. (Real Estate File W-36944) Submitted by Assistant General Manager Systems Support Division and Senior Assistant General Manager- Water System. RESOLUTION NO WHEREAS, the City oflos Angeles Department ofwater and Power (LADWP) would like to acquire three private parties adjacent to the North Hollywood Pump Station Complex for potential remediation and cleanup ofthe contaminated groundwater in the San Fernando Basin; and WHEREAS, the LADWP has identified property owned by Paul and Evelyn Volk (Sellers), located at 6852 Hinds Avenue, North Hollywood, California, which LADWP desires to acquire as one ofthe three parcels; and WHEREAS, the Board of Commissioners ofthe LADWP has the authority, pursuant to Los Angeles City Charter Section 675 (d)(1), to acquire by purchase all real property convenient for LADWP purposes; WHEREAS, the Board ofcommissioners previously authorized the acquisition ofan adjacent property located at 6860 Hinds Avenue for potential remediation and cleanup ofcontaminated groundwater in the San Fernando Basin through Board Resolution ; NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners hereby approves the acquisition of6852 Hinds Avenue; and BE IT FURTHER RESOLVED that the President, or the Vice President, or the General Manager, or such person as the General Manager shall designate in writing, and by the Secretary, Assistant Secretary or the Acting Secretary ofthe Board be and they are hereby authorized and directed to execute said Agreement for Purchase on behalf ofthe LADWP. The Manager ofreal Estate is authorized, empowered and directed to execute Escrow Documents and other related documents for and on behalf ofthe LADWP. The Manager of Real Estate is further authorized, empowered and directed to execute all documents in accordance with the City oflos Angeles Rent Stabilization Ordinance; and

8 MARCH 5, 2013, I :38 P.M. Page 8 BE IT FURTHER RESOLVED that the ChiefAccounting Employee ofthe LADWP, upon proper certification, is authorized and directed to draw demands on the Water Revenue Fund in payment of$630,000 plus closing and incidental expense, at least five days prior to the close ofescrow. The Chief Accounting Employee ofthe LADWP, upon proper certification, is also authorized and directed to draw demands on the Water Revenue Fund for all payments in accordance with the City oflos Angeles Rent Stabilization Ordinance; ITEM NO. 20 Recommends approval offive Right ofway Contracts and Grant Deeds to the State ofcalifornia Department oftransportation, over portions oflos Angeles Department ofwater and Power properties. (Real Estate File P-84783) Submitted by Assistant General Manager - Systems Support Division and Senior Assistant General Manager - Power System. Council approval is required RESOLUTION NO P (LADWP's Market Place Switching Station to Adelanto Switching Station Transmission Line Right ofway No. 72) (Right ofway Contracts and Grant Deeds to the State ofcalifornia Department) WHEREAS the State ofcalifornia Department oftransportation (Caltrans), is widening US-Highway 395, north ofadelanto, California, in the unincorporated area ofthe County of San Bernardino and; WHEREAS Caltrans requires certain portions ofladwp's certain real properties for the widening ofus-highway 395 purposes and Caltrans has offered to acquire the real properties they require for said uses, and; WHEREAS the sale ofthe five certain real properties will require City Council approval, which takes several months, Caltrans requires rights ofway to the five properties for immediate access and possession to commence construction; and WHEREAS Caltrans has the power ofeminent domain and this sale is being conducted in lieu ofeminent domain proceedings, and; WHEREAS it is found and determined that these five certain real properties are not required for Departmental purposes and said properties should be sold to Caltrans pursuant to Sections 385 and 675(d)(2) ofthe Los Angeles City Charter; NOW THEREFORE BE IT RESOLVED: 1. That Caltrans be granted, for and in consideration ofthe sum of$5,300, all that certain real property owned by the City oflos Angeles and under the management and control ofthe Department ofwater and Power in the County ofsan Bernardino, State ofcalifornia, described as: Parcel That portion of Section 12, Township 7 North, Range 6 West, SAN BERNARDINO MERIDIAN, in the unincorporated area ofsan Bernardino County, State ofcalifornia, according to the official plat thereof, described in a right ofway easement as 'Parcell" in a Final Order ofcondemnation in favor ofsouthern California Edison Company recorded December 18, 1969 in Book 7355, Page 381 of Official Records ofsaid County, together with that portion of Section 1 ofsaid Township and Range as described in a Final Order ofcondemnation in favor ofthe

9 MARCH 5, 2013,1:38 P.M. Page 9 City oflos Angeles Los Angeles Department of Water and Power recorded December 19, 1995 as Document No in said Official Records, all lying within a strip of land, feet wide, the Easterly line ofwhich is described as follows: BEGINNING at a point on the West line ofsection 18, distant thereon South 00 19'24" East, feet from the Northwest comer ofsaid Section; thence North 15 57'02" West, feet; thence North 15 59'00" West, feet; thence North 16 07'42" West, feet; thence North 15 42'57" West, feet; thence North '00" West, feet to a point on the North line of said Section 1, distant thereon South 89 35'17" West, feet from the North quarter comer of said Section 1. TOGETHER WITH that portion ofsaid Section 1 described as follows: COMMENCING at the intersection ofthe South line ofsaid Section 1 with the Westerly sideline ofsaid strip ofland; thence along said Westerly sideline, North 15 59'00" West, feet; thence continuing along said sideline, North 16 07'42" West, feet to the TRUE POINT OF BEGINNING; thence continuing along said sideline, North 16 07'42" West, feet; thence continuing along said sideline, North 15 42'57" West, feet; thence South 11 59'01" East, feet; thence South 64 57'36" West, feet; thence South 03 40'56" East, feet; thence South '25" East, feet; thence South 17 33'49" East, feet to the TRUE POINT OF BEGINNING. The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 5. Divide distances shown by to obtain ground level distances. Parcel That portion ofthe North halfofthe South halfofthe Southeast quarter of Section 34, Township 9 North, Range 6 West, SAN BERNARDINO MERIDIAN, in the unincorporated area ofsan Bernardino County, State ofcalifornia, according to the official plat thereof, as conveyed to the City oflos Angeles Los Angeles Department ofwater and Power in a grant deed recorded December 19, 1995 as Document No in Official Records ofsaid County, included within a strip ofland, feet wide, the Easterly line ofwhich is described as follows: BEGINNING at a point on the South line ofsaid Section 34, distant thereon North 89 24'08" West, feet from the Southeast comer ofsaid Section; thence North 13 06'58" West, feet to the North line of said Section, distant thereon South 89 47'27" East, feet from the North quarter comer of said Section. The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 5. Divide distances shown by to obtain ground level distances. Parcel That portion ofthe South halfofthe South half ofthe Southwest quarter ofthe Southeast quarter ofsection 34, Township 9 North, Range 6 West, SAN BERNARDINO MERIDIAN, in the unincorporated area ofsan Bernardino County, State of California, according to the official plat thereof, as conveyed to the City oflos AngeleslLos Angeles Department ofwater and Power in a grant deed recorded December 19, 1995 as Document No in Official Records of said County, included within a strip ofland, feet wide, lying feet on each side ofthe following described line:

10 MARCH 5, 2013,1:38 P.M. Page 10 BEGINNING at a point on the South line of said Section 34, distant thereon North 89 24'08" West, feet from the Southeast comer ofsaid Section; thence North 13 06'58" West, feet to the North line ofsaid Section, distant thereon South 89 47'27" East, feet from the North quarter comer of said Section. The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 5. Divide distances shown by to obtain ground level distances. Parcel That portion ofthe North half ofthe South half ofthe Southeast quarter of Section 34, Township 9 North, Range 6 West, SAN BERNARDINO MERIDIAN, in the unincorporated area ofsan Bernardino County, State ofcalifornia, according to the official plat thereof, as conveyed to the City oflos Angeles Los Angeles Department of Water and Power in a grant deed recorded December 19, 1995 as Document No in Official Records ofsaid County, included within a strip ofland, feet wide, the Easterly line ofwhich is described as follows: BEGINNING at a point on the South line of said Section 34, distant thereon North 89 24'08" West, feet from the Southeast comer ofsaid Section; thence North 13 06'58" West, feet to the North line ofsaid Section, distant thereon South 89 47'27" East, feet from the North quarter comer ofsaid Section. The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 5. Divide distances shown by to obtain ground level distances Parcel That portion of Government Lot 2 in the Southwest quarter ofsection 18, Township 7 North, Range 5 West, SAN BERNARDINO MERIDIAN, in the unincorporated area ofthe County of San Bernardino, State of California, according to the official plat thereof, as conveyed to the City oflos Angeles Department of Water and Power in a Judgment and Final Order recorded December 19, 1995 as Document No in Official Records ofsaid County, lying within a strip of land, feet wide, the Easterly line ofwhich is described as follows: BEGINNING at a point on the South line ofsaid Section 18, distant thereon South 89 54'59" East, feet from the Southwest comer ofsaid Section; thence North 15 58'27" West, feet, thence North 16 00'45" West, feet, thence North 15 51'02" West, feet to a point on the West line of said Section, distant thereon SO':lth 00 19'24" East, feet from the Northwest comer ofsaid Section. The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 5. Divide distances shown by to obtain ground level distances. SUBJECT TO the following: a. RESERVING to the City oflos Angeles all water and water rights appurtenant, whether surface ofsubsurface, and also reserving all oil, gas, petroleum, or other mineral or hydrocarbon substances without the right to enter upon the surface of said land for such use. b. Liens for taxes and assessments then current and unpaid, it any, and to all easements~ rights ofway, encroachments, covenants, conditions, restricts, reservations, and to all other matters ofrecord.

11 MARCH 5, 2013, I :38 P.M. Page 11 b. Any rights ofway or encroachments which may be apparent during a visual inspection of subject property. Policy oftitle insurance, if desired by the purchaser, shall be obtained by and at the expense ofthe purchaser. These five properties are being sold "as is" without warranty or guarantee, either expressed or implied, as to zoning requirements, the ground location ofproperty lines, the existence ofencroachments, ifany, or the condition ofthe property. 2. That the President or Vice President ofthis Board, or the General Manager of LADWP, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary ofthe Board be and they are hereby authorized, empowered, and directed to execute said five Right ofway Contracts and five Grant Deeds and subsequent amendments thereto, for and on behalfofthe LADWP. 3. The City Council is requested to approve the Ordinance submitted herewith and authorize and direct the execution of said instrument as provided in Section 675( d)(2). ITEM NO Authorizes execution ofagreement No for Legal Services related to Merger and Acquisition Transactions. Award to Stradling Y occa Carlson & Rauth for a total amount to exceed $500,000 for a term oftwo years. Submitted by General Counsel. RESOLUTION NO WHEREAS, the Office ofthe City Attorney (City Attorney) on behalf ofthe Los Angeles Department of Water and Power (LADWP), previously solicited requests for proposals from law firms to assist the City Attorney in providing LADWP advice and representation in matters related to the Department's Merger and Acquisition transactions to divestiture of power assets and the potential acquisition ofnon-carbon replacement assets. WHEREAS, the City Attorney selected the law firm of Dewey & LeBoeufLLP, a nationally recognized expert in energy mergers and acquisitions; and WHEREAS, last year the firm of Dewey & LeBoeuf LLP dissolved, WHEREAS, the LADWP remains in need ofthe services which were being provided by Dewey & LeBoeuf, LLP., WHEREAS, certain members of the Dewey & LeBoeufLLP team who performed substantial work on the Department's projects have relocated to Stradling Yocca Carlson & Rauth LLP., WHEREAS, it would not be practical or advantageous for the LADWP to solicit requests for proposals for the services needed with respect to these projects as substantial time and work has been performed which can best be captured by retaining the services of Stradling Y occa Carlson & Rauth, LLP and the team led by former Dewey LeBoeuf partner David Smith, WHEREAS, the City Attorney's Office and the LADWP are requesting to enter into an agreement with the law firm ofstradling Y occa Carlson & Rauth, LLP for the services stated in an amount not to exceed $500,000. BE IT RESOLVED that in compliance with City Charter Section 1022, the Board of Water and Power Commissioners ofthe City oflos Angeles (Board) finds it is more feasible to have the assistance ofoutside counsel due to the complexity of, and the expertise required, for the aforementioned transactions.

12 MARCH 5, 2013, 1 :38 P.M. Page 12 BE IT FURTHER RESOLVED that the President or Vice President ofthe Board, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary ofthe Board be and they are hereby authorized and directed to execute said Agreements for and on behalf ofladwp. BE IT FURTHER RESOLVED that the ChiefAccounting Employee ofladwp, upon proper certification, be, and is authorized and directed, to draw demands on the Power Revenue Fund up to a cumulative amount of$500,000 in payment ofthe obligations arising under said Agreements. Seconded by Commissioner Moss and carried by the following vote: Ayes, Commissioners Moss, Noonan, Parfrey, Vice-President Holoman; ITEM NO. 8 Authorizes award ofauthorizes award ofspecification No. N-431 to Furnish and Deliver Liquid Oxygen. Award to Matheson Tri-Gas, Inc. for a total amount not to exceed $465,589 for a term ofone year with two optional one-year periods. Submitted by Senior Assistant General Manager - Water System and Assistant General Manager - Systems Support Division. RESOLUTION NO WHEREAS, through a competitive bid process the Los Angeles Department ofwater and Power (LADWP) sought to furnish and deliver Liquid Oxygen under Specification No. N-431; and WHEREAS, LADWP received a total ofthree bids, all were determined to be non-responsive; and WHEREAS, LADWP negotiated exceptions with Matheson Tri-Gas, Inc. (Matheson), the lowest bidder, and Matheson has agreed to comply with specifications requirements and LADWP has agreed to accept their offer to comply with the specifications; and WHEREAS, LADWP's Water System recommends a negotiated award to Matheson. NOW, THEREFORE, BE IT RESOLVED that Matheson is awarded Contract No. N-431, for a total amount not to exceed $465,589.00, for a term ofone year with two optional one-year periods, approved as to form and legality by the City Attorney and on file with the Secretary of the Board. BE IT FURTHER RESOLVED that the ChiefAccounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms ofthis contract awarded pursuant to Specification No. N-431 and this resolution. BE IT FURTHER RESOLVED that the President or Vice President ofthe Board, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary ofthe Board are hereby authorized and directed to execute said contract for and on behalf ofladwp.

13 MARCH 5, 2013, 1:38 P.M. Page 13 Approval moved by Commissioner Parfrey. Seconded by Commissioner Noonan and carried by the following vote: Ayes, Commissioners Noonan, Parfrey, Vice-President Holoman; Noes, Moss. Commissioner Moss recused himself from voting on Item No. 14. ITEM NO Authorizes award of Specification No (Informal Bid No ) to Furnish Solar Modules and Racking System for the installation ofa 1.12-MW solar photovoltaic system at the McClay Tanks. Award to Ecolectrics, LLC for a total amount not to exceed $1,073,780 for a one-time purchase. Submitted by Senior Assistant General Manager Power System and Assistant General Manager - Systems Support Division. RESOLUTION NO WHEREAS, through a competitive bid process the Los Angeles Department ofwater and Power (LADWP) sought to furnish and deliver spacers, ducts, various, for 230-kV transmission lines under Specification No. N-7475 (Bid No ); and WHEREAS, LADWP received five bids, ofwhich all were determined to be non-responsive and only two bidders passed the GFE requirements. Others failed to submit required materials, which include but are not limited to Good Faith Effort documentations, Contractors Code of Conduct, Bidder Certification CEC Form 50, Recycled-Content Certification Form, and Contract Signature Page. WHEREAS, LADWP negotiated firm pricing exception with All State Utility Supply, Inc. (All State), the lowest, GFE approved bidder proposing firm pricing and All State has agreed to comply in accordance to Bid No and Specification No. N-7475 to furnish spacers, duct, various, for 230-kV transmission lines; and WHEREAS, LADWP's Power System recommends a negotiated contract be awarded to All State under Specification No. N-7475 (Bid No ); and NOW, THEREFORE, BE IT RESOLVED that All State is awarded a negotiated contract, for a total amount not to exceed $890,628.00, for a one-time purchase, under Specification No. N 7475 (Bid No ), approved as to form and legality by the City Attorney and on file with the Secretary ofthe Board. BE IT FURTHER RESOL VED that the ChiefAccounting Employee is hereby authorized and directed to draw demands upon the Power Revenue Fund in accordance with the terms ofthis contract awarded pursuant to Specification No. N-7475 (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 ofthe Board are hereby authorized and directed to execute said contract for and on behalfofladwp.

14 MARCH 5, 2013, 1:38 P.M. Page 14 Approval moved by Commissioner Parfrey. Seconded by Commissioner Noonan and carried by the following vote: Ayes, Commissioners Noonan, Parfrey, Vice-President Holoman; ITEM NO Authorizes execution ofamendment No.2 to the following nine existing agreements to assist Los Angeles Department of Water and Power staff with the implementation ofits ongoing Renewable Portfolio Standard Programs. Category I - Renewable Energy Services 1. Agreement No with Integrated Engineers & Contractors Corporation. 2. Agreement No with Black & Veatch Corporation. 3. Agreement No with WorleyParsons, Inc. Category II - Transmission Services 4. Agreement No with Burns and McDonnell Engineering Company, Inc. 5. Agreement No with TMAD Taylor & Gaines. 6. Agreement No with Integrated Engineers & Contractors Corporation. Category III - Owner's Representative Services 7. Agreement No with Burns and McDonnell Engineering Company, Inc. 8. Agreement No with Integrated Engineers & Contractors Corporation. 9. Agreement No with Hill International, Inc. The Amendment No.2 is to extend the term not exceeding 18 months and no additional funding is being requested. Submitted by Senior Assistant General Manager - Power System. Council approval is required RESOLUTION NO WHEREAS, the Department of Water and Power ofthe City oflos Angeles (LADWP) has adopted a Renewable Portfolio Standard ("RPS ") to meet 20 percent ofits retail energy supply with renewable energy by 2010 and to increase that goal to 35 percent by 2020; and WHEREAS, LADWP plans to meet its RPS goals through development and acquisition of renewable energy resources and development and upgrade oftransmission systems to support the delivery ofthese renewable energy resources; WHEREAS, LADWP entered into agreements with Black & Veatch Corporation, Integrated Engineers and Contractors Corporation, and WorleyParsons Group, Inc., for Category 1 Renewable Energy Services Agreement Nos , 47836, and 47838, respectively; Burns & McDonnell Engineering Company Inc., Integrated Engineers and Contractors Corporation, and TMAD Taylors & Gaines for Category II - Transmission Services Agreement Nos. 4739, 47841, and 47840, respectively; and Burns and McDonnell Engineering Company, Inc., Integrated Engineers Contractors Corporation, Inc., and Hill International, Inc., for Category III - Owners Representative Services Agreement Nos ,47844, and 47843, respectively for a term ofthirty-six (36) months which expired June 14,2012 to provide professional engineering and administrative services to support its RPS Programs; WHEREAS, the total not-to-exceed aggregate amount approved for Agreement Nos , 47837, and under Category I - Renewable Energy Services is $15 million, with a notto-exceed amount of$5 million allocated to each ofthe three contracts under this category;

15 MARCH 5, 2013, 1:38 P.M. Page 15 WHEREAS, the total not-to-exceed aggregate amount approved for Agreements Nos , 47840, and under Category II -Transmission Services is $18 million, with a not-toexceed amount of$6 million allocated to each ofthe three contracts under this category; and WHEREAS, the total not-to-exceed aggregate amount approved for Agreement Nos , 47843, and under Category III - Owners Representative Services is $1.2 million, with a not-to-exceed amount of $400, allocated to each ofthe three contracts under this category; WHEREAS, Amendment No.1 to Agreement Nos , 47837, 47838, 47839, 47840, 47841,47842,47843, and was approved by the Board of Commissioners on June 19, 2012, which limits the contract expenditure to $134, and revises the original contract term from 36 months up to 48 months; and WHEREAS, LADWP's Power System recommends approval ofamendment No.2 to Agreement Nos ,47837, and 47838,respectively, to provide Category I -Renewable Energy Services; Agreements Nos , 47840, and 47841,respectively, to provide Category II -Transmission Services; and Agreement Nos ,47843, and 47844, respectively, to provide Category III - Owners Representative Services to allow LADWP to utilize the unused expenditure from these Agreements and Amendment No.1 that was previously approved by the Board. No additional funding consideration is being requested; Approval moved by Commissioner Parfrey. Seconded by Commissioner Noonan and carried by the following vote: Ayes, Commissioners Moss, Noonan, Parfrey, Vice-President Holoman; ITEM NO Authorizes execution ofagreement No. BP between the Los Angeles Department ofwater and Power and Kern River Gas Transmission Company for Restatement offirm Transportation Services. Council approval is required. Submitted by Senior Assistant General Manager - Power System. RESOLUTION NO WHEREAS, the Department ofwater and Power ofthe City oflos Angeles (LADWP) entered into a long-term, natural gas transportation service agreement with the Kern River Gas Transmission Company (Kern River) (LADWP Agreement No.10870) on April 2, 1990, providing LADWP with firm, natural gas interstate pipeline transportation service from various points ofreceipt in Wyoming to points ofdelivery in California, for a 15-year term beginning on March 1, 1992, and ending on February 28, 2007, at rates approved by the Federal Energy Regulatory Commission (FERC); and WHEREAS, on March 6,2001, LADWP entered into an Extended Term Rate Amendment (LADWP Agreement No. BP B) with Kern River lowering the unit rate for natural gas transportation service that LADWP pays and extending the primary term ofladwp Agreement No to end September 30,2016, and including extensions unless terminated; and WHEREAS, on May 21,2001, LADWP entered into a Sub-Agreement (Contract No. 1706) to LADWP Agreement No for expanded firm transportation service on Kern River's pipeline system to end April 30, 2018; and

16 MARCH 5, 2013,1:38 P.M. Page 16 WHEREAS, on December 7,2011, Kern River filed a settlement with FERC that simplified and consolidated its natural gas tariff and contracting procedures with all its shippers, and required its shippers holding transportation service agreements to agree to enter into replacement or restated agreements; and WHEREAS, on February 1,2012, FERC approved the settlement filed by Kern River thereby requiring LADWP to enter into a restated agreement replacing Contract No. 1706; and WHEREAS, LADWP must execute the Restatement offirm Transportation Service Agreement (Restatement Agreement) with Kern River to ensure it retains its original priority ofservice date and other key active provisions from Contract No. 1706, and it experiences no disruption ofservice ofthe delivery ofnatural gas to its in-basin generating stations. NOW, THEREFORE, BE IT RESOVED that the Restatement Agreement, LADWP Agreement No. BP12-019, approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board, is hereby approved, subject to approval ofthe City Council pursuant to Charter Section 373. BE IT FURTHER RESOLVED that the General Manager, or such person as the General Manager shall designate in writing, is authorized, empowered, and directed to execute the Restatement Agreement, LADWP Agreement No. BPI2-019, for and on behalfofladwp. BE IT FURTHER RESOLVED that the ChiefAccounting Employee is hereby authorized and directed to draw demands upon the Power Revenue Fund for payment ofall obligations arising from or related to LADWP Agreement No. BP Approval moved by Commissioner Moss. Seconded by Commissioner Parfrey and carried by the following vote: Ayes, Commissioners Moss, Noonan, Parfrey, Vice-President Holoman; Commissioner Parfrey moved adoption ofthe following two resolutions, approved as to form and legality by the City Attorney: ITEM NO. 21 Authorizes execution ofamended Standard Offer for Experimental Contract Demand Electric Service Agreement (XCD Rate). Submitted by Chief Financial Officer and Senior Assistant General Manager - Power System. RESOLUTION NO WHEREAS, the Los Angeles Department ofwater and Power (LADWP) has an existing standard offer for Experimental Contract Demand Electric Service Agreement, approved by the Board ofwater and Power Commissioners (Board) under Resolution No on March 17,2009 (Agreement); and WHEREAS, the LADWP proposes amendments to the Agreement to reflect the use of ordinances containing the LADWP's electric rates in addition to Electric Rate Ordinance No , as amended, and to update some other definitions and conditions. NOW, THEREFORE, BE IT RESOLVED that the Chief Financial Officer or the Rates Manager ofthe LADWP be and are hereby independently authorized to execute, for and on behalfofthe LADWP, agreements which are substantially the same as the form ofthe amended Agreement now on file with the Secretary ofthe Board.

17 MARCH 5, 2013,1:38 P.M. Page 17 BE IT FURTHER RESOLVED that each individual such amended Agreement shall be approved as to form and legality by the City Attorney. ITEM NO. 22 Authorizes execution ofamended Standard Offer for Voluntary Curtailment Service Agreement (for XRT and Associated Rate Schedules). Submitted by ChiefFinancial Officer and Senior Assistant General Manager - Power System. RESOLUTION NO WHEREAS, the Los Angeles Department ofwater and Power (LADWP) has an existing Standard Offer Agreement for Voluntary Curtailment Service, approved by the Board of Water and Power Commissioners (Board) under Resolution No on March 17,2009 (Agreement); and WHEREAS, the LADWP proposes amendments to the Agreement to reflect the use of ordinances containing the LADWP's electric rates in addition to Electric Rate Ordinance No , as amended, and to update some other definitions and conditions. NOW, THEREFORE, BE IT RESOLVED that the Chief Financial Officer or the Rates Manager ofthe LADWP be and are hereby independently authorized to execute, for and on behalfofthe LADWP, agreements which are substantially the same as the form ofthe amended Agreement now on file with the Secretary ofthe Board. BE IT FURTHER RESOLVED that each individual such amended Agreement shall be approved as to form and legality by the City Attorney. Seconded by Commissioner Moss and carried by the following vote: Ayes, Commissioners Noonan, Parfrey, Vice-President Holoman; ITEM NO Adopts Amendment No.2 to the Los Angeles Department ofwater and Power's Annual Personnel Resolution (Resolution No , adopted by this Board on August 7,2012) to add one substitute Senior Electric Service Representative "B" position to the APR. Submitted by Director ofhuman Resources and Senior Assistant General Manager Power System. RESOLUTION NO AMENDMENT AMENDMENT WHEREAS, Resolution No , adopted on August 7, 2012, approved the Annual Personnel Resolution (APR) providing positions for the Los Angeles Department ofwater and Power (LADWP) for Fiscal Year ; and WHEREAS, LADWP desires to amend said resolution by adding one substitute Senior Electric Service Representative (SESR) "B" position (Duties Description Record No ) to the Power System Engineering Division's (PSED) APR, as shown in Attachment A. NOW, THEREFORE, BE IT RESOLVED that Resolution No , adopted on August 7, 2012, is hereby amended by adding one substitute SESR position in DDR No to the PSED APR, as shown in Attachment A.

18 MARCH 5, 2013, 1 :38 P.M. Page 18 Attachment A Power System Engineering Division It is requested1hatthe following changes to the Power System Engineering Division's Annual Personnel Resolution be made:...,... Minor Org Class Budgeted Substitute Total DDRNo. Codeffitle From To From To From To 7521/ Senior Electric Service Representative Approval moved by Commissioner Moss. Seconded by Commissioner Noonan and carried by the following vote: Ayes, Commissioners Moss, Noonan, Parfrey, Vice-President Holoman; ITEM NO Authorizes execution ofagreement No for Library Maintenance Services for the Office of City Attorney's Law Library. Award to AIM Staffing Inc. for a total amount not to exceed $320,000 for a term ofthree years. Submitted by General CounseL Adopted As Amended At 3/5/13 Board Meeting. See Attached Motion. (Incorporated Into Resolution) RESOLUTION NO WHEREAS, the City oflos Angeles Department ofwater and Power (LADWP) released a Request for Proposal RFP seeking proposals from qualified firms for library maintenance services for the Office ofthe City Attorney's law library, and one firm responded; and WHEREAS, LADWP evaluated the received proposal submitted in response to RFP 90052, interviewed the firm and selected AIM Staffing, Inc. (Contractor) as being qualified to provide library maintenance services for the Office ofthe City Attorney's law library:, and WHEREAS, it is necessary that the LADWP have the Office ofthe City Attorney's law library maintained and updated regularly; and WHEREAS, the services to be performed are ofan expert nature where there is insufficient existing Department expertise and knowledge to perform the work in a timely mariner; and WHEREAS, the Contractor has reviewed the services to be provided by the Contractor incorporated in this Agreement, and represents that it has the qualities, expertise, skills, and abilities to perform such work; and WHEREAS, LADWP proposes to enter into Agreement No with AIM Staffing, Inc to provide library maintenance services for the Office ofthe City Attorney's law library for a term ofthree (3) years effective on January 1,2013 and for an amount not to exceed $320,000.

19 MARCH 5, 2013,1:38 P.M. Page 19 NOW, THEREFORE, BE IT RESOLVED that Agreement No , for the exclusive use ofladwp, approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board, between the LADWP and the Consultant, be and the same is hereby approved. BE IT FURTHER RESOLVED that pursuant to Charter Section 1022 such services can be performed more feasibly by an independent Contractor than by City employees. BE IT FURTHER RESOLVED that the ChiefAccounting Employee ofthe LADWP, upon proper certification, is authorized and directed to draw demands on the Power Revenue Fund in payment ofthe obligations arising under this Agreement. BE IT FURTHER RESOLVED that the President, or Vice President ofthe Board, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary ofthe Board be and they are hereby authorized and directed to execute said Agreement for and on behalfofthe LADWP. (A Verbal Motion was moved by Commissioner Moss, seconded by Commissioner Noonan, that this item be amended as follows: "That the resolution reflect this service is for the exclusive use ofthe LADWP".) Approval moved by Commissioner Moss. Seconded by Commissioner Noonan and carried by the following vote: Ayes, Commissioners Moss, Noonan, Parfrey, Vice-President Holoman; ITEM NO. 26 Authorizes execution ofagreement No (Amendment No.1 and Ratification) for Combined Risk Assessment for Residential and Non-Residential Customers with Experian Information Solutions, Inc. The amendment extends the contract 6 months and increases contract limit by $137,319. Submitted by Assistant General Manager Customer Service Division. RESOLUTION NO WHEREAS, the City oflos Angeles Department ofwater and Power (LADWP) and Experian Information Solutions, Inc. (Experian) entered into Agreement No , effective January 19,2010, for combined risk assessment for residential and non-residential customers; and WHEREAS, the LADVVP recommends ratification and approval ofamendment No.1 to Agreement No requesting to increase the original contract amount of$881,100 by $73,673 to make the new contract amount of$954,773; to extend the original contract ending date ofjanuary 18,2013 by six (6) months to make the new contract ending date July 18, 2013; and to limit the total spent within the additional six (6) months to $137,319 with all other terms and conditions remaining unchanged and in full force and effect; and WHEREAS, it is required that the Board ofwater and Power Commissioners ratify and approve the Amendment No.1 to Agreement No to allow payment to Experian for combined risk assessment for residential and non-residential customers after the contract expired to avoid a lapse in service; and WHEREAS, under Los Angeles Administrative Code Section 10.5(b )(2), Amendment No. 1 to Agreement No will not require City Council approval.

20 MARCH 5, 2013, 1:38 P.M. Page 20 NOW, THEREFORE, BE IT RESOLVED, ratification and approval ofamendment No.1 to Agreement No , approved as to form and legality by the City Attorney, and filed with the Secretary ofthe Board, between the LADWP and Experian is hereby approved. BE IT FURTHER RESOLVED that pursuant to Los Angeles City Charter Section No. 1022, the services covered by this Amendment can be performed more feasibly by an independent contractor than by City employees due to the proprietary nature ofwork and required expertise. BE IT FURTHER RESOLVED that the President or the Vice President ofthe Board, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary ofthe Board be and they are hereby authorized, empowered, and directed to execute said Amendment No.1 to Agreement No for and on behalfofthe LADWP. BE IT FURTHER RESOLVED that the ChiefAccounting Employee ofthe LADWP, upon proper certification, is authorized and directed to draw demands on.both the Water Revenue Fund and the Power Revenue Fund in payment ofthe obligations arising under this Amendment No.1 to Agreement No Approval moved by Commissioner Parfrey. Seconded by Commissioner Moss and carried by the following vote: Ayes, Commissioners Moss, Noonan, Parfrey, Vice-President Holoman; Commissioner Moss recused himselffrom voting on Item 27 - Had prior business relationship with company. ITEM NO Approves a refund in the amount of$192, plus $3.00 to Campus Icon USC, LLC, located at 3584 South Figueroa Street #1A, Los Angeles, California 90007, as a result ofa defective meter and duplicate payment ofthe New Account Service Charge. Submitted by Assistant General Manager - Customer Service Division. RESOLUTION NO WHEREAS, Campus Icon USC, LLC located at 3584 South Figueroa Street #la, Los Angeles, California is a City oflos Angeles Department ofwater and Power (LADWP) customer; and WHEREAS, a closing bill based upon consumption reflected on a defective water meter was issued to KKG, Incorporated for the address of3584 South Figueroa Street #1 B, Los Angeles, California for period July 16,2012 through August 7, 2012; and WHEREAS, a new account was created for KKG, Incorporated; and WHEREAS, Campus Icon USC, LLC received and paid the above noted closing bill issued to KKG, Incorporated for the period July 16,2012 through August 2012; and WHEREAS, Campus Icon USC, LLC received and paid the New Account Service Charge issued to KKG, Incorporated; and WHEREAS, the corrected billing resulted in a customer credit in the amount of$192, plus $3.00 for the New Account Service Charge; and

21 MARCH 5,2013, 1 :38 P.M. Page 21 WHEREAS, this payment has been transferred from 3584 South Figueroa Street #1 B, under the name ofkkg, Incorporated to 3584 South Figueroa Street #IA, under the name of Campus Icon USC, LLC; and WHEREAS, Campus Icon USC, LLC is requesting refund ofthis overpayment in the amount of$192, plus $3.00, for a total of$192,073.81; and WHEREAS, Internal Audit Division from the Financial Services Organization has verified the validity ofthis refund prior to issuance. NOW, THEREFORE, BE IT RESOLVED that following ratification and approval by the Board ofwater and Power Commissioners, Campus Icon USC, LLC shall be refunded the amount of$192, plus $3.00, for a total of$192, for the overpayment amount. BE IT FURTHER RESOLVED that the ChiefAccounting Employee ofthe LADWP, upon proper certification, is authorized and directed to draw demands on the Power Revenue Fund in payment ofthe current obligations. BE IT FURTHER RESOLVED that the President or the Vice President ofthe Board, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary ofthe Board be and they are hereby authorized, empowered, and directed to execute said Resolution. Approval moved by Commissioner Parfrey. Seconded by Commissioner Noonan and carried by the following vote: Ayes, Commissioners Noonan, Parfrey, Vice-President Holoman; ITEM NO. 28 Approves the Water Quality Improvement, Demand Side Management (Water Conservation), Reclaimed Water, and Water Security Expenditures for the 12-month period commencing July 1,2013. Submitted by Chief Financial Officer and Senior Assistant General Manager - Water System. RESOLUTION NO WHEREAS, Water Rate Ordinance No , as amended by Ordinance Nos , ; , , , and , authorizes the recovery ofcertain qualified Board approved expenditures for Water Quality Improvement Programs through the Water Quality Improvement Adjustment Factor, for Demand Side Management and Reclaimed Water Programs through the Water Procurement Adjustment Factor, and Water Security costs through the Water Security Adjustment Factor. NOW, THEREFORE, BE IT RESOLVED that the Board approves Schedules A, B, C, and D, which are on file with the Secretary ofthe Board, which describe and identify (A) water quality expenditures totaling $403.1 million, (B) demand side management expenditures totaling $35.4 million, (C) reclaimed water expenditures totaling $84.7 million, and (D) water security expenditures totaling $65.6 million for the twelve-month period from July 1,2013, through June 30, 2014.

22 MARCH 5,2013, 1 :38 P.M. Page 22 Approval moved by Commissioner Parfrey. Seconded by Commissioner Moss and carried by the following vote: Ayes, Commissioners Moss, Noonan, Parfrey, Vice-President Holoman; ITEM NO. 29 Resolution No authorizes the issuance up to $480 Million ofpower System Revenue Bonds, for the Balance ofcapital Improvements for Fiscal Year 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 ofup to S480,000,000 Pursuant to Section 609 of The Charter of The 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 ofwater and Power Commissioners ofthe City oflos Angeles (the "Board") hereby determines that the public interest and necessity demand that the Department of Water and Power ofthe City oflos Angeles (the "Department") should borrow money pursuant to Section 609 ofthe Charter ofthe City of Los Angeles (the "Charter") for the purposes specified in Section 3 ofthis Resolution, and should issue and sell revenue bonds as herein provided (the "Bonds") payable from the Power Revenue Fund to evidence the indebtedness created by such borrowing. Section 2. The Board hereby authorizes the issuance ofthe 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 4596 (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 FOUR HUNDRED EIGHTY MILLION DOLLARS ($480,000,000) and said Bonds are to be issued in one or more series or subseries 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 ofany Bond shall be twelve percent (12%) per annum. The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number ofdays elapsed.

23 MARCH 5, 2013, 1:38 P.M. Page 23 Section 7. This Board has received a report (the "Report") ofthe ChiefFinancial Officer ofthe Department stating that such officer has determined that a private sale ofthe Bonds will be ofbenefit to, and in the financial interests of, the Department and providing the reasons therefor. As authorized by subsection (d) ofsection 609 ofthe Charter and Section of Ordinance No. 172,353 ofthe City oflos Angeles (the "City"), as amended, constituting Article 6.5 of Chapter 1 ofdivision 11 ofthe Los Angeles Administrative Code (the "Procedural Ordinance"), this Board hereby authorizes the private sale ofeach series and subseries ofthe Bonds to one or more ofthe films included in the team ofunderwriting films 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 ofinitial 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. 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 defined 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 of 365 days for the actual number of days elapsed. Section 9. The authorization ofthe 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) of Section 609 ofthe Charter and Sections and ofthe Procedural Ordinance. Approval moved by Commissioner Moss. Seconded by Commissioner Noonan and carried by the following vote: Ayes, Commissioners Moss, Noonan, Parfrey, Vice-President Holoman;

24 MARCH 5, 2013, 1:38 P.M. Page 24 ITEM NO Recommends approval ofthe Memorandum ofagreement with the Los Angeles County Flood Control District for Pacoima Spreading Grounds Improvement Project located in the northern San Fernando Valley. Submitted by Senior Assistant General Manager - Water System. RESOLUTION NO WHEREAS, the City oflos Angeles (City) possesses the right to the surface waters ofthe Los Angeles River and the native groundwater ofthe 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 ofsan Fernando, et. ai., Case No ; and WHEREAS, local groundwater has historically comprised approximately 12 percent ofthe City's water supply and is dependent on replenishment from stonn water flows; and WHEREAS, the Los Angeles Department ofwater and Power (LADWP) desires to optimize the use oflocal water resources, including stonn water and groundwater, to reduce the City's dependence on imported water supplies; and WHEREAS, LADWP is committed to pursuing opportunities to maximize groundwater recharge to sustain and augment the long-tenn reliability ofthe City's groundwater supply in the Basin; 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 oflos Angeles (County), resulting in the captured stonn flows which are used to replenish groundwater basins in the County, including the Basin; and WHEREAS, LAD WP and the District are committed to pursuing opportunities to enhance water conservation, stonn water capture, and improve water quality; and WHEREAS, the District owns and operates the Pacoima Spreading Grounds and has developed the Pacoima Spreading Grounds Improvement Project (Project) which proposes to enhance the facility's capacity for stonn water capture and increase groundwater replenishment ofthe Basin; and WHEREAS, this Memorandum ofagreement has a duration offour years after the date of execution, and the District currently estimates the total Project cost to be up to $30 million of which LADWP is funding up to $15 million. NOW, THEREFORE, BE IT RESOLVED, that the proposed Memorandum ofagreement between LADWP and the District for the Project, approved as to fonn and legality by the City Attorney and filed with the Secretary of the Board, be and the same is hereby approved; and BE IT FURTHER RESOLVED, that the President or Vice President ofthis Board, or the General Manager, or such person as he shall designate in writing as his designee, and the Secretary, Assistant Secretary, or the Acting Secretary ofthis Board are hereby authorized, empowered, and directed to execute said Memorandum ofagreement for and on behalfof LADWP. BE IT FURTHER RESOLVED, that the Chief Accounting Employee ofthe LADWP, upon proper certification, is authorized and directed to draw demands on the Water Revenue Fund ofup to $15 million for the work proposed under this Agreement.

25 MARCH 5, 2013, 1 :38 P.M. Page 25 Approval moved by Commissioner Moss. Seconded by Commissioner Noonan and carried by the following vote: Ayes, Commissioners Moss, Noonan, Parfrey, Vice-President Holoman; ITEM NO Authorizes execution ofagreement No. WR with the Los Angeles County Flood Control District for Adding Recycled Water Pipelines in the Strathern Wetlands Park Project for a term of 10 years. Submitted by Senior Assistant General Manager - Water System. RESOLUTION NO WHEREAS, the Los Angeles Department ofwater and Power (LADWP) is committed to water recycling as a key strategy to secure a reliable water supply for the City oflos Angeles (CITY) that will reduce the dependency upon imported supplies; and WHEREAS, LADWP, pursuant to the CITY Charter, is authorized to reuse and distribute recycled water to customers; and WHEREAS, LADWP proposes expansion ofthe existing recycled water system in the Sun Valley Area through the construction of24-inch pipeline(s) in the public right-of-way (purple PIPE) to establish conveyance necessary to supply Title 22 Recycled Water for irrigation ofthe Strathern Wetlands Park; and WHEREAS, the County oflos Angeles Flood Control District (LACFCD) proposes to construct a 4.7 -mile underground storm drain system and provide flood control in the Sun Valley area through the construction ofthe Strathern Wetlands Park Project (project); and WHEREAS, LADWP has determined that the most cost-efficient and time-effective alternative is partnering with LACFCD to include the construction ofpurple PIPE as part ofthe PROJECT; and WHEREAS, LACFCD has agreed to incorporate the construction ofthe PURPLE PIPE into the PROJECT to establish the conveyance necessary to supply Title 22 recycled water to the Strathern Wetlands Park; and WHEREAS, LADWP and LACFCD desire to enter into this agreement at this time to establish the financial obligations ofeach party for the construction of the PURPLE PIPE and WHEREAS, the term ofthis agreement is ten years. City Charter Section 373 allows longterm contracts (more than three years) without City Council approval ifentered into with other governmental agencies. NOW, THEREFORE, BE IT RESOLVED that, the proposed Agreement No. WR (Agreement), approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board, to pay LACFCD up to $8,529,600 for the construction ofthe PURPLE PIPE in the Sun Valley area as part ofthe PROJECT, 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 payment ofthe obligations arising under the Agreement.

26 MARCH 5, 2013, 1 :38 P.M. Page 26 BE IT FURTHER RESOLVED, that the President or Vice President ofthis Board, the General Manager, or such person as the General Manager shall designate in writing as his designee, and the Secretary, Assistant Secretary or the Acting Secretary ofthe Board are hereby authorized, empowered, and directed to execute said Agreement for and on behalfof LADWP. Approval moved by Commissioner Moss. Seconded by Commissioner Noonan and carried by the following vote: Ayes, Commissioners Moss, Noonan, Parfrey, Vice-President Holoman; Commissioner Moss moved adoption ofthe following five resolutions, approved as to form and legality by the City Attorney: ITEM NO Authorizes execution ofagreement No for Work Management Information and System Upgrade and Maintenance. Award to CGI Technology Solutions Inc. (formerly Logica North America, Inc.) for a total amount not to exceed $10,995,860 for a term ofthree years with two one-year renewable options. Council approval is required. Submitted by Senior Assistant General Manager - Power System. RESOLUTION NO WHEREAS, LADWP Power System recommends approval of Agreement No with CGI Technology and Solutions Inc. (CGI), formerly Logica North America, Inc (Logica) to provide software and software support services for LADWP's Work Management Information System for three years with two one-year renewable options for an amount not-to-exceed $10,995,860; and WHEREAS, Enterprise Work Management Information System and Mobile Work Management Information System are part ofladwp's work management, scheduling, timekeeping, and job coordination system and are pivotal components in serving the City of Los Angeles residents and business owners power needs; and WHEREAS, pursuant to Charter Section 371 (e)(7), competitive bidding would not be possible. Additionally, CGI is the only company that produces the software used in the various applications that LADWP has already purchased, and WHEREAS, Amendment No. 1 to the original Logica Software Licensing Agreement Contract No L agreed upon in Agreement No wherein CGI grants LADWP its ARM product software and other third party software licensing for a cost of $755,500 which is included in total expenditure ofagreement No ; and WHEREAS, Amendment No.1 to Contract No L is for nonexclusive perpetual licensing for Asset and Resource Management (ARM) software Product namely ARM Field Manager, ARM Scheduler, Sybase SQL Anywhere, and Broadbeam ExpressQ.

27 MARCH 5, 2013, 1:38 P.M. Page 27 NOW, THEREFORE, BE IT RESOLVED that proposed Agreement No with Amendment No.1 to the original Software Licensing Agreement No L between LADWP and CGI formerly Logica, approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board, to provide services ofproprietary software programming to keep the Enterprise Work Management Information System and Mobile Work Management Information System in operation, be and the same are hereby approved. BE IT FURTHER RESOLVED that pursuant to Section 1022 ofthe City Charter, such services can be performed more feasibly by independent contractors than by LADWP or City employees due to the proprietary knowledge ofcgi. BE IT FURTHER RESOLVED that the President or Vice President ofthe Board, or the General Manager, or such person as he shall designate in writing as his designee, and the Secretary, Assistant Secretary, or Acting Secretary ofthe Board are hereby authorized, empowered, and directed to execute Agreement No for and on behalfofladwp upon approval by the Los Angeles City Council pursuant to City Charter Section-373. BE IT FURTHER RESOLVED that the ChiefAccounting Employee ofladwp, upon proper certification, is authorized and directed to draw demands on the Water and Power Revenue Funds in payment ofthe obligations arising under said Agreement. ITEM NO Authorizes execution ofagreement No for Outage Management System and Mobile Dispatch System Maintenance Program. Award to CGI Technologies and Solutions, Inc. for a total amount not to exceed $5,442,690 for a term ofthree years with two one-year renewable options. Council approval is required. Submitted by Senior Assistant General Manager Power System. RESOLUTION NO WHEREAS, the City oflos Angeles Department ofwater and Power (LADWP) requires a sole source agreement with CGI Technologies and Solutions Inc.(CGI) to provide services for the Outage Management System/Mobile Dispatch System (OMSINIDS) to maintain, enhance, and provide proprietary products and services including software maintenance, software upgrades, technical support services and training for a period ofthree years with two one-year renewable options, for total expenditures not to exceed $5,442,690; and WHEREAS, the OMSIMDS is part ofthe LADWP's Electric Trouble System and is a pivotal component ofemergency response to the citizens oflos Angeles with regard to electrical service, and WHEREAS, pursuant to Charter Section 371 (e)(7), competitive bidding would not be possible. Additionally, CGI is the only company that produces the software used in the various applications that LADWP has already purchased, and WHEREAS, the term ofthe Agreement exceeds the total contract time period set by ordinance and in accordance with the Los Angeles City Charter Section 373, City Council Approval is required, NOW, THEREFORE, BE IT RESOLVED that Agreement No , approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board, between LADWP and CGI to provide proprietary, professional, expert, and technical services, and software maintenance for OMSIMDS in the Power System, be and the same are hereby approved. BE IT FURTHER RESOLVED that pursuant to the Los Angeles City Charter Section 1022, the requested services which involve proprietary software can be more feasibly performed by an outside contractor than by LADWP or City employees.

28 MARCH 5, 2013, 1:38 P.M. Page 28 BE IT FURTHER RESOLVED, that the Chief Accounting Employee ofladwp, upon proper certification, is authorized and directed to draw demands on the Power Revenue Fund in payment ofthe obligations arising under Agreement No BE IT FURTHER RESOLVED that the President or Vice President ofthe Board or the General Manager or such person as the General Manager shall designate in writing as his designee, and the Secretary, Assistant Secretary or the Acting Secretary ofthe Board are hereby authorized, empowered, and directed to execute Agreement No for and on behalfofthe LADWP, and after approval by the Los Angeles Council pursuant to City Charter Section 373. ITEM NO Authorizes execution ofagreement No (Amendment No.2) for Outage Management System and Mobile Dispatch System Maintenance Program. Award to CGI Technologies and Solutions Inc. The amendment will increase the contract by $134,713 for an additional 12 months. Submitted by Senior Assistant General Manager - Power System. RESOLUTION NO WHEREAS, CGI Technologies and Solutions Inc. (CGI) was awarded Agreement No to provide software services for the Outage Management System (OMS) and Mobile Dispatch System (MDS); and WHEREAS, Agreement No with Amendment No.1 was awarded for a term offive years which expires March 17,2013 for an amount not to exceed $6,900,130; and WHEREAS, LADWP's Power System recommends approval ofamendment No.2 to Agreement No to CGI to revise the original contract term from 60 months to 72 months and request an additional $134,713; and WHEREAS, under Los Angeles Administrative Code Section 10.5(b )(2) Amendment No.2 to Agreement No will not require City Council approval. NOW, THEREFORE, BE IT RESOLVED that Amendment No.2 to Agreement No between LADWP and CGI approved as to form and legality by the City Attorney, and filed with the Secretary ofthe Board, between LADWP, and CGI, be and the same is hereby approved. BE IT FURTHER RESOLVED that pursuant to City Charter Section 1022, the services can be performed more economically or feasibly by independent contractors than by City employees due to the fact that the services to be performed are ofa professional and expert nature, and currently LADWP does not have the resources due to current workload. BE IT FURTHER RESOLVED that the President or Vice President, or the General Manager, or such person as he shall designate in writing, and the Secretary, Assistant Secretary, or Acting Secretary ofthe Board be and they are hereby authorized, empowered, and directed to execute said Amendment No.2 to Agreement No for and on behalf ofladwp. BE IT FURTHER RESOLVED that the Chief Accounting Employee of LADWP, upon proper certification, is authorized and directed to draw demands on the Power Revenue Fund in payment ofthe obligations arising under these Agreements.

29 MARCH 5, 2013, 1:38 P.M. Page 29 ITEM NO. 35 Authorizes execution ofagreement No (Amendment No.2) to provide maintenance services for the Enterprise Work Management Information SystemIMobile Work Management Information System Maintenance Program. Award to CGr Technologies and Solutions, Inc. The amendment will increase the contract by $134,713 for an additional 12 months. Submitted by Senior Assistant General Manager Power System. RESOLUTION NO WHEREAS, CGI Technologies and Solutions Inc. (CGI), formerly Logica North America Inc. (Logica) was awarded Agreement No to software and software support services for LADWP's Work Management Information System; and WHEREAS, Agreement No with Amendment No. 1 was awarded for a term offive years which expires March 12,2013, for an amount not to exceed $6,544,594; and WHEREAS, LADWP's Power System recommends approval ofamendment No.2 to Agreement No to Logica to revise the original contract term from 60 months to 72 months and request an additional 134,713; and WHEREAS, under Los Angeles Administrative Code Section 1O.5(b)(2) Amendment No.2 to Agreement No will not require City Council approval. NOW, THEREFORE, BE IT RESOLVED that Amendment No.2 to Agreement No between LADWP and CGI formerly Logica approved as to form and legality by the City Attorney, and filed with the Secretary ofthe Board, between LADWP, and CGI, be and the same is hereby approved. BE IT FURTHER RESOLVED that pursuant to City Charter Section 1022, the services can be performed more economically or feasibly by independent contractors than by City employees due to the fact that the services to be performed are of a professional and expert nature, and currently LADWP does not have the resources due to current workload. BE IT FURTHER RESOLVED that the President or Vice President, or the General Manager, or such person as he shall designate in writing, and the Secretary, Assistant Secretary, or Acting Secretary ofthe Board be and they are hereby authorized, empowered, and directed to execute said Amendment No.2 to Agreement No for and on behalfofladwp. BE IT FURTHER RESOLVED that the ChiefAccounting Employee ofladwp, upon proper certification, is authorized and directed to draw demands on the Water and Power Revenue Fund in payment ofthe obligations arising under these Agreements. ITEM NO Authorizes execution ofagreement No (Amendment No.1) for Geospatial Electric System Maintenance Program with Intergraph Corporation. The amendment will change the term to three years with six one-year renewal options and will not exceed $2,578,121. Council approval is required. Submitted by Senior Assistant General Manager - Power System. RESOLUTION NO WHEREAS, the City oflos Angeles Department ofwater and Power (LADWP) requires a sole source Agreement with Intergraph Corporation (Intergraph) to continue providing services for the Geospatial Electric System (GES) to maintain, enhance, and provide proprietary products and services including software maintenance, software upgrades, technical support services, data conversion services, implementation services and renewal of licenses over a period offour one-year renewable options, for an amount not-to-exceed $2,578,030, and for a total contract amount of$6,766,372; and

30 MARCH 5, 2013, 1:38 P.M. Page 30 WHEREAS, GES is part ofladwp electric power maps and records system and is a pivotal component ofemergency response to the citizens oflos Angeles with regard to electrical service; and WHEREAS, approvals are required by both the Senior Assistant General Manager, Power System, and ChiefInformation Officer for exercising such options, ensuring that the need for continued GES software operations is reviewed within the context ofthe IT strategic plan and best pricing; and WHEREAS, the term ofthe Amendment exceeds the total contract time period set by ordinance, and in accordance with City Charter Section 373, City Council approval is required, NOW, THEREFORE, BE IT RESOLVED that Amendment No.1 for Agreement No , approved as to form and legality by the City Attorney and filed with the Secretary of the Board, between LADWP and Intergraph to provide proprietary, professional, expert, and technical services, and software maintenance for GES in the Power System, be and the same are hereby approved. BE IT FURTHER RESOLVED that pursuant to Section 371 (e) (10) ofthe City Charter, competitive bidding would be undesirable, impractical, or impossible because Intergraph is the only authorized entity that could perform the work. BE IT FURTHER RESOLVED that pursuant to Section 1022 ofthe City Charter, the Board finds that such services can be performed more feasible by independent contractors than by City employees due to the proprietary nature ofthe software provided. BE IT FURTHER RESOLVED that the President or Vice President ofthe Board, the General Manager, or such person as the General Manager shall designate In writing, and the Secretary, the Assistant Secretary, or Acting Secretary ofthe Board are hereby authorized and directed to execute Amendment No, 1 to Agreement No for and on behalfofladwp upon approval by the City Council pursuant to City Charter Section 373. BE IT FURTHER RESOLVED that the ChiefAccounting Employee ofladwp, upon proper certification, is authorized and directed to draw demands on the Power Revenue Fund in payment ofthe obligations arising under said Agreement. Seconded by Commissioner Parfrey and carried by the following vote: Ayes, Commissioners Moss, Noonan, Parfrey, Vice-President Holoman; ITEM NO Authorizes execution ofpower Sales Agreement No. BP for Megawatt ofgeothermal Capacity from the Wild Rose Geothermal Energy Project in Mineral County, Nevada and Agency Agreement No. BP for Project Management Services with Southern California Public Power Authority. Council approval is required RESOLUTION NO WHEREAS, the Los Angeles Department ofwater and Power's (LADWP) Renewable Portfolio Standard Policy and Enforcement Program (RPS Policy) represents the continued commitment by LADWP to renewable energy resources in accordance with Section (e) ofthe Public Utilities Code, requiring the governing boards ofpublicly owned electric utilities to adopt a program for enforcement on or before January 1,2012; and

31 MARCH 5, 2013,1:38 P.M. Page 31 WHEREAS, the RPS Policy established compliance targets for LADWP to supply 25 percent ofits retail energy sales from eligible renewable energy resources by 2016 and 33 percent by 2020 in accordance with the California Renewable Energy Resources Act, also referred to as SB 2 (IX); and WHEREAS, the strategies in LADWP's Integrated Resource Plan (IRP) include regulatory requirements, policy-objectives, and increases in eligible renewable-energy resources, while maintaining service reliability, using existing assets near eligible renewable energy resources, and minimizing the financial impact on ratepayers; and WHEREAS, the Board ofwater and Power Commissioners (Board) approved the Southern California Public Power Authority (SCPPA) Development Agreement No under Resolution No , which authorized LADWP to participate with other members of SCPP A for the purpose ofinvestigating and performing due diligence on potential new eligible renewable energy resource options; and WHEREAS, SCPPA, pursuant to the needs ofits members, under Agreement No , issued a Request for Proposal (RFP), a competitive process, for the purchase and/or acquisition ofeligible renewable energy resources; and WHEREAS, SCPP A received 220 responses to its RFP, which included the Wild Rose Geothermal Energy Project (WRGEP), proposing the sale of 16.2 megawatts (MW) of renewable energy from geothermal power generating facilities to be developed and constructed in Mineral County; Nevada; and WHEREAS, WRGEP, which is owned by ORNI 47,LLC, a wholly-owned subsidiary of Ormat Nevada, Inc., was selected to provide renewable energy from geothermal power generating facilities to SCPP A for the benefit ofladwp and the Cities ofburbank and Glendale (Participants); and WHEREAS, SCPPA and ORNI 47, LLC plan to enter into a Power Purchase Agreement for all ofthe energy, environmental attributes and generating capacity rights from WRGEP for a 20-year term; and WHEREAS, the WRGEP Power Sales Agreement (PSA) No. BP sets forth mutual covenants and agreements between LADWP and SCPPA for LADWP's acquisition of MW ofthe metered output, associated environmental attributes, and generating capacity rights associated with WRGEP; and WHEREAS, the WRGEP Agency Agreement (AA) No. BP provides for the designation ofladwp as the project manager to administer and manage WRGEP on behalf ofand for the benefit ofthe Participants, and sets forth mutual covenants and agreements between SCPPA and LADWP in order to enable SCPPA to carry out activities necessary for planning, development, acquisition, maintenance, improvement, administration, and operation of WRGEP on behalfofthe Participants. NOW, THEREFORE, BE IT RESOLVED that PSA No. BP and AA No. BP by and between LADWP and SCPP A, now on file with the Secretary ofthe Board and approved as to form and legality by the City Attorney, be and the same are hereby approved. BE IT FURTHER RESOLVED that the Board requests that pursuant to Los Angeles Charter Section 674, the Los Angeles City Council (City Council) approve, by ordinance, PSA No. BP and-AA Nix-BP BE IT FURTHER RESOLVED that the energy and environmental attributes acquired from PSA No. BP shall be credited towards LADWP's RPS Policy compliance targets.