Los Angeles, California, May 19, 2015

Transcription

1 / ( Los Angeles, California, May 19, 2015 MINUTES OF REGULAR MEETING OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES HELD IN ROOM 1555-H MAY 19, :16 A.M. Meeting called to order by President Mel Levine and roll called: Present- Commissioners: Absent- President Levine Michael F. Fleming William W. Funderburk, Jr. Christina E. Noonan Jill Banks Barad / A quorum present. IN ATTENDANCE were the following: Marcie L. Edwards, Martin L. Adams, Richard M. Brown, Dirk Broersma, John Dennis, Neil Guglielmo, Jeffery L. Peltola, Ann M. Santilli, Nancy H. Sutley, Richard Tom, MichaelS. Webster, David H. Wright, General Manager Senior Assistant General Manager- Water System General Counsel, Water and Power, City Attorney's Office Deputy City Attorney Power Engineering Manager- Power System Director of Budget, Rates and Financing Planning, Financial Services Director of Corporate Performance, General Manager's Office Assistant Chief Financial Officer and Controller Accounting and Financial Reporting, Financial Services Organization Chief Sustainability and Economic Development Officer, Office of Sustainability and Economic Development Assistant General Counsel, Water and Power, City Attorney's Office Director of Power and Fuel Purchase, Power System Senior Assistant General Manager- Power System '-- Also, in attendance: Theodore M. Bardacke, Camden Collins, Wayne Lafferty, Dr. Frederick Pickel, Office of the Mayor Ratepayer Advocate, Office ofpublic Accountability PA Consulting Executive Director/Ratepayer Advocate, Office of Public Accountability ITEM NO. 1 - Opening remarks by the Commission President on agenda and other items relating to Department operations, and Channel 3 5 broadcast announcement. Commissioner Levine moved the following two agenda items to be deferred. ITEM NO. 14- Authorizes execution of Agreement No (Amendment No.1) Between the City of Los Angeles, Acting By and Through the Department of Water and Power and Liner LLP. This amendment will increase the appropriation limit by $1,750,000. The contract term remains the same. Submitted by General Counsel for Water and Power. \_

2 MAY 19,2015, 11:16 A.M. Page 2 ITEM NO. 15- Authorizes the execution of Amendment No. 1 to Agreement Nos A, 47210B, 47210C, 47212A, 47212B, 47212C, 47213A, 47213B, and 47213C for Technical and Administrative Services to Support Integrated Resource Plan Projects. Submitted by Senior Assistant General Manager- Power System. \ -./ Seconded by Commissioner Fleming and carried by the following vote: Ayes, Commissioner Fleming, Funderburk, Jr., Noonan, President Levine; Noes, None. ITEM NO. 2 -No Report/Briefing by the General Manager. ITEM NO.3- Comments from Commissioners on agendized items. Requests from Commissioners relating to Departmental operations. Commissioner Levine- Bring back to the Board within 30 days a cost plan that sets forth the needs for the Department to meet its five year budget goals (Request from Item 21 - Five Year Budget Forecast). Commissioner Funderburk, Jr., -Geographically were are LADWP employees coming from? Specifically examine historical, current and future geographic locations of employees. We need to reach out to under-served communities in Los Angeles. Also look into expanding the Pre-Craft Training Program (Request from Items 20 and 21- LADWP Budget). Commissioner Funderburk, Jr.,- Add language to the Budget about the avoided costs saved by making the current investments in Owens Lake (Request from Item 20- Water Budget). Commissioners Noonan and Fleming- Acknowledgement of the important relationship that LADWP and fellow Commissioners are building with Inyo County. LADWP is currently working with the Community in the Owens Valley on many noteworthy community programs to ensure that Los Angeles and those who live in the Valley can better work together ITEM NO. 4- Opportunity for the public to address the Board on items of interest to the public that are within the subject matter jurisdiction of the Board. (Speakers may be limited in speaking time dependent upon the press of business and number of persons wishing to address the Board.) ~~. 2 SPEAKERS ITEM NO.5- Comments were made by Ratepayer Advocate on agendized Item Nos. 16, 17, and 21. 2SPEAKERS ITEM NO.6- Recommendation for approval of the minutes of the May 5, 2015 Regular Meeting of the Board of Water and Power Commissioners. Approval moved by Commissioner Fleming. Seconded by Commissioner Levine and carried by the following vote: Ayes, Commissioner Fleming, Funderburk, Jr., Noonan, President Levine; Noes, None. ~" /

3 /~ MAY 19,2015, 11:16 A.M. Page 3 Written recommendations, approved by the General Manager, transmitting the following resolutions, approved as to form and legality by the City Attorney: Commissioner Fleming moved adoption of the following six resolutions, approved as to form and legality by the City Attorney: ITEM NO.7- Approves Adoption ofladwp Form No. PD-401- Pole-Mounted Facilities License Agreement Attachment Fee and License Contract Governing the Terms and Conditions of Pole Attachments. Submitted by Senior Assistant General Manager- Power System. RESOLUTION NO WHEREAS, the Board of Water and Power Commissioners (Board) approved a revised template for Communications Service Provider Pole Attachment Agreement (Pole Attachment Agreement) and annual attachment fees for Calendar Years 2015, 2016, 2017, 2018 and 2019 on October 2, 2012, under Resolution No for compliance with Chapter 580, Statutes of2011 (Assembly Bill [AB]1027) which requires local publicly owned electric utilities to provide open access on their utility poles to cable television corporations, video service providers and telephone corporations; and WHEREAS, AB 1027 also requires local publicly owned electric utilities to provide open access on their utility poles for the attachment of pole-mounted facilities, which includes antennas, equipment/node cabinet and power supply cabinets; and WHEREAS, pole-mounted facilities are technically different from pole attachments, requiring specific procedures and processes in place for its attachment; and WHEREAS, the Power System recommends that the Board approve a separate Pole-Mounted Facilities License Agreement (Pole-Mounted Facilities Agreement), containing annual rates, terms and conditions similar to the previously approved Pole Attachment Agreement, however, detailing the different technical requirements needed for the attachment of polemounted facilities. "" NOW THEREFORE, BE IT RESOLVED, that the Pole-Mounted Facilities Agreement template (Form No. PD-401 ), a copy is attached hereto and on file with the Secretary of the Board, approved as to form and legality by the City Attorney, is hereby approved by the Board as the standard template to be used by LADWP for entering into Pole-Mounted Facilities Agreements with communication service providers. BE IT FURTHER RESOLVED, that the Board hereby requires all Communication Service Providers, as defined by California Public Utilities Code Section (a) or its successor statute, that are requesting pole-mounted facilities attachment to or use of LADWP's poles separate from or unconnected to the Southern California Joint Pole Agreement to execute the Pole-Mounted Facilities Agreement prior to attaching to or using any pole owned by LADWP. ITEM NO.8- Approves the Pole-Mounted Facilities License Agreement (LADWP No. PD-3501). Award to Mobilitie Investments III, LLC for a term of five years, with automatic annual renewal for up to a total of ten years. Submitted by Senior Assistant General Manager - Power System. RESOLUTION NO ' "-- WHEREAS, local publicly owned electric utilities are required by state law (Stats. 2011, Chapter 580) to make appropriate space and capacity on and in a utility pole for use by communication service providers; and

4 MAY 19,2015, 11:16 A.M. Page 4 WHEREAS, Mobilitie Investments III, LLC (Mobilitie ), a company incorporated in Delaware has requested to attach pole-mounted facilities to utility poles owned by the Department of Water and Power of the City of Los Angeles (LADWP) pursuant to state law; and \ WHEREAS, the proposed Pole-Mounted Facilities License Agreement No. PD-3501 (Agreement) between LADWP and Mobilitie, grants access and license rights to Mobilitie in certain utility poles under the ownership or control ofladwp which generates revenues that shall be deposited in the LADWP Power Revenue Fund; and WHEREAS, the term of this Agreement between LADWP and Mobilitie is five years, with automatic annual renewal for up to a total of ten years which is consistent with Los Angeles Administrative Code section NOW, THEREFORE, BE IT RESOLVED that this Agreement between LADWP and Mobilitie approved as to form and legality by the City Attorney and filed with the Secretary of the Board, is hereby approved subject to Mobilitie meeting all insurance and performance security requirements set forth in Sections 3. 6 and 13.0 of said Agreement. BE IT FURTHER RESOLVED that the President or the Vice President of the Board, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary or the Acting Secretary ofthe Board are hereby authorized and directed to execute said contract for and on behalf ofladwp. j ITEM NO.9- Bid No. 661 for Owens Lake Irrigation System Materials. Award to Santa Fe Winwater, Inc. for a term of one year with two one-year optional periods and an amount not to exceed $17,973,140. Submitted by Senior Assistant General Manager- Water System. RESOLUTION NO WHEREAS, through a competitive bid process, the Los Angeles Department of Water and Power (LADWP) issued a solicitation to procure Owens Lake irrigation system materials under Bid No. 661; and WHEREAS, Santa Fe Winwater, Inc., is the lowest bidder under Bid No NOW, THEREFORE, BE IT RESOLVED that Santa Fe Winwater, Inc., is awarded the contract for a total amount not to exceed $17,973,140, for a term of one year with two optional one-year periods under Contract No " BE IT FURTHER RESOLVED that Contract No. 661, approved as to form and legality by the./ City Attorney, is hereby approved. BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP, upon proper certification, is authorized and directed to draw demands on the Water Revenue Fund, in accordance with the terms of this contract awarded pursuant to Bid No. 661 and this resolution. BE IT FURTHER RESOLVED that the President or Vice President, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary of the Board are hereby authorized and directed to execute said contract for and on behalf of LADWP. ITEM NO. 10- Bid No. 683 for Liquid Zinc Orthophosphate. Award to Brenntag Pacific, Inc. for a term of one year with a one-year optional period and an amount not to exceed $4,061,498. Submitted by Senior Assistant General Manager- Water System..-", ~

5 RESOLUTION NO MAY 19,2015, 11:16 A.M. Page 5 WHEREAS, through a competitive bid process, the Los Angeles Department of Water and Power (LADWP) issued a solicitation to procure Liquid Zinc Orthophosphate under Bid No. 683; and WHEREAS, Brenntag Pacific, Inc., is the lowest evaluated bidder under Bid No NOW, THEREFORE, BE IT RESOLVED that Brenntag Pacific Inc., is awarded the contract for a total amount not to exceed $4,061,498, for a period of one year with one-year optional period under Contract No BE IT FURTHER RESOLVED that Contract No. 683, approved as to form and legality by the City Attorney is hereby approved. BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP, upon proper certification, is authorized and directed. to draw demands on the Water Revenue Fund, in accordance with the terms of this contract awarded pursuant to Bid No. 683 and this resolution. '- - BE IT FURTHER RESOLVED that the President or Vice President, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary of the Board are hereby authorized and directed to execute said contract for and on behalf ofladwp. ITEM NO. 11- Approves the Water Supply Assessment for the Los Angeles County Consolidated Correctional Treatment Facility Project. Submitted by Senior Assistant General Manager- Water System. RESOLUTION NO WHEREAS, on January 20, 2015, the County of Los Angeles (Applicant) requested the Los Angeles Department of Water and Power (LADWP) conduct a Water Supply Assessment (WSA) for Los Angeles County Consolidated Correctional Treatment Facility Project (Proposed Project) pursuant to California Water Code Sections ; and "" WHEREAS, Proposed Project will redevelop an approximately 17.7-acre site of public facilities land uses within the Central City North Community Plan area of the City of Los Angeles (City) for public facilities land uses; and WHEREAS, LADWP has prepared a WSA for Proposed Project in compliance with California Water Code Sections ; and WHEREAS, Proposed Project is consistent with the demographic projection for the City from the 2012 Regional Transportation Plan (RTP) by the Southern California Association of Governments (SCAG); and WHEREAS, LADWP staff performed water demand analysis for Proposed Project and determined the net increase in total water demand for Proposed Project is 12 acre-feet per year; and WHEREAS, Applicant has agreed to implement additional conservation measures, as described in WSA, that are in addition to those required by law; and WHEREAS, Proposed Project is located in the service area of LADWP's water supply system, and LADWP would serve the area of Proposed Project development; and." WHEREAS, LADWP anticipates that its projected water supply available during normal, single-dry, and multiple-dry water years as included in the 25-year projection contained in its Urban Water Management Plan can accommodate the projected water demand associated with Proposed Project, in addition to the existing and planned future demands on LADWP; and

6 MAY 19,2015, 11:16 A.M. Page 6 WHEREAS, the Board ofwater and Power Commissioners (Board) adopted Shortage Year Rates for water service effective June 1, The Board finds that the price signals contained in the Shortage Year Rates have resulted in reduced City-wide demands sufficient to meet demand projections. \. _/ NOW, THEREFORE, BE IT RESOLVED that the Board finds that LADWP can provide sufficient domestic water supplies to Proposed Project area and approves WSA prepared for Proposed Project, now on file with the Secretary of the Board, and directs that WSA and a certified copy of Resolution be transmitted to Applicant. BE IT FURTHER RESOLVED that the Board finds that LADWP's total projected water supplies available during normal, single-dry, and multiple-dry water years during a 20-year projection will meet the projected water demands associated with Proposed Project in addition to existing and planned future uses (including agricultural and industrial uses) over the 20-year horizon. ITEM NO. 13-Authorizes execution of Fiber Optic License Agreement No (Amendment No.3) with Los Angeles County for Lease of Los Angeles Department of Water and Power Optical Fibers. This amendment will extend the term an additional four and a half years to February 12, 2020, and will allow LA County to continue to use LADWP's excess fiber cable capacity and generate revenue of up to $146,250. Submitted by Chief Administrative Officer. ~\ RESOLUTION NO WHEREAS, Fiber Optic License Agreement No (Agreement), between the Los Angeles Department of Water and Power (LADWP) and the County of Los Angeles (LA County), was authorized by Board Resolution No dated May 2, 1995 and City Council File No dated June 21, 1995, became effective on August 12, The LADWP grants to LA County the Indefeasible Right of Use of certain components of LADWP's fiber optic network which generate revenues that will be deposited into LADWP's Power Revenue Fund; and WHEREAS, the initial term of the Agreement was ten years, which expired on August 12, 2005; and WHEREAS, Amendment No. 1 to the Agreement extended the term to February 12, 201 0; and WHEREAS, Amendment No.2 to the Agreement extended the term to August 12, 2015; and -\ _j WHEREAS, both LADWP and LA County desire to exercise the option to extend the term of the Agreement to February 12, 2020, through the execution of Amendment No.3 to the Agreement; and WHEREAS, the Board of Water and Power Commissioners finds that the optical fibers to be leased are not presently needed for LADWP purposes and the execution of Amendment No. 3 to the Agreement will not Interfere with LADWP operations. NOW, THEREFORE, BE IT RESOLVED that the proposed Amendment No. 3 to the Agreement, approved as to form and legality by the City Attorney and filed with the Secretary of the Board, between LADWP and LA County, be and the same is hereby approved. BE IT FURTHER RESOLVED that the President or Vice President, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary of the Board are hereby authorized and directed to execute said Amendment No.3 to the Agreement for and on behalf ofladwp. \ /

7 /~ I '~ MAY 19,2015, 11:16 A.M. Page 7 Seconded by Commissioner Levine and carried by the following vote: Ayes~ Commissioner Fleming, Funderburk, Jr., Noonan, President Levine; Noes, None. ITEM N0.12- Bid Nos. 656A and 656B for Backhoe Rental With Operators. Award to D. E. Eddings and P. B. Zimmerman respectively, for a term of three years and an amount not to exceed $20,710,575. Submitted by Chief Administrative Officer. 1 Public Speaker addressed the Board. RESOLUTION NO WHEREAS, through a competitive bid process, the Los Angeles Department of Water and Power (LADWP) issued a solicitation to procure Rental of Backhoe with Operators under Bid No. 656; and '--- WHEREAS, D. E. Eddings and P. B. Zimmerman, are the lowest responsive and responsible bidders under Bid No NOW, THEREFORE, BE IT RESOLVED that D. E. Eddings is awarded the contract for a total amount not to exceed $7,234,575 and P. B. Zimmerman is awarded the contract for a total aniount not to exceed $13,476,000, both for a period of36 months, under Contract Nos. 656A and 656B, respectively. BE IT FURTHER RESOLVED that pursuant to City Charter Section 1022, the Board finds that it is more feasible to have the work performed by an independent contractor. BE IT FURTHER RESOLVED that Contract No. 656A and 656B, approved as to form and legality by the City Attorney is hereby approved. BE IT FURTHER RESOLVED that the Chief Accounting Employee ofthe LADWP, upon proper certification, is authorized and directed to draw demands on the Power Revenue Fund(s), in accordance with the terms of these contracts awarded pursuant to Bid No. 656 and this resolution. BE IT FURTHER RESOLVED that the President or Vice President, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary of the Board are hereby authorized and directed to execute said contract for and on behalf of LADWP. Approval moved by Commissioner Fleming. Seconded by Commissioner Levine and carried by the following vote: Ayes, Commissioner Fleming, Funderburk, Jr., Noonan, President Levine; Noes, None. ITEM NO. 16- Authorizes execution of Los Angeles Department of Water and Power's Springbok 2 Solar Farm Power Sales Agreement No. BP and Springbok 2 Solar Farm Agency Agreement No. BP with Southern California Public Power Authority, Real Estate License Agreement No. BP with 63SU 8ME, LLC (8ME), and Amended and Restated Real Estate License Agreement No. BP with 62SK 8ME LLC for the Springbok 1 Solar Farm (Springbok 1 A&R License). Council approval by ordinance is required. Submitted by Senior Assistant General Manager- Power System. / \ Dr. Frederick Pickel commented on this item.

8 RESOLUTION NO MAY 19,2015, 11:16 A.M. Page 8 '\ / WHEREAS, the Los Angeles Department of Water 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 of publicly owned electric utilities to adopt a program for enforcement on or before January 1, 2012; and WHEREAS, the RPS Policy established compliance targets for LADWP to supply 25 percent of its retail energy sales from eligible renewable energy resources by 2016 and 33 percent by 2020 in accordance with the California Renewable Energy Resources Act (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 of Water 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 of investigating and performing due diligence on potential new eligible renewable energy resource options; and.\ / WHEREAS, SCPPA, pursuant to the needs of its members, under Agreement No , issued a Request for Proposal (RFP), a competitive process, for the purchase and/or acquisition of eligible renewable energy resources; and WHEREAS, SCPPA received over 300 responses to its RFP, which included the Springbok 2 Solar Farm, proposing the sale of 150 megawatts (MW) AC of renewable energy environmental attributes and associated capacity from solar power generating facilities to be developedand constructed approximately 16 miles northeast of the community ofmojave in western Kern County, California; and WHEREAS, the Springbok 2 Solar Farm (Project) is owned by 63SU 8ME, LLC (Seller); and connects directly into LADWP's balancing authority; and WHEREAS, the Project was selected to provide renewable energy from a solar power generating facility to SCPPA for the benefit ofladwp; and WHEREAS, SCPP A and Seller plan to enter into a Power Purchase Agreement (PP A) for SCPP A to purchase all of the energy, environmental attributes, and capacity rights produced " from the 150 MW Project for up to a 30-year term with options to purchase the Project subject. / to certain parameters; and WHEREAS, the Springbok 2 Solar Farm Power Sales Agreement (PSA) No. BP sets forth mutual covenants and agreements between LADWP and SCPPA for LADWP's acquisition of 150 MW of the metered output, associated environmental attributes, and generating capacity rights as produced by the Project; and WHEREAS, the Springbok 2 Solar Farm Agency Agreement (AA) No. BP provides for the designation ofladwp as the Project Manager to administer and manage the Project, and sets forth mutual covenants and agreements between SCPP A and LADWP in order to enable LADWP to carry out activities necessary for the planning, development, acquisition, maintenance, improvement, administration, and operation of the Project; and WHEREAS, the PPA provides SCPP A an early purchase option to purchase the Project during the six-month period commencing on the date that is eighteen months prior to the fifteenth, twentieth, twenty-seventh, or thirtieth year anniversary of Commercial Operation Date, as set forth in the PP A attached thereto; and...._ //

9 MAY 19,2015, 11:16 A.M. Page 9 WHEREAS, the LADWP proposes to enter into the Real Estate License Agreement (License) No. BP for Gen-Tie Line for the Project with the Seller covering an approximately 1,157,000 square foot area on real property owned by the City of Los Angeles, acting by and through its LADWP, in unincorporated Kern County to allow the Seller to construct, own, operate and maintain certain transmission facilities that will allow for the connection of the Solar Project to the Beacon Substation; and WHEREAS, in accordance with the California Environmental Quality Act (CEQA) it has been determined that the entering into agreements with SCPP A to purchase power and) provide project management services is exempt pursuant to the General Exemption) described in CEQA Guidelines Section 15061(b)(3) and General Exemptions apply in situations where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment; and WHEREAS, the grant of the License will facilitate the LADWP's purchase of renewable electric energy from the Project; and WHEREAS, the term of the License will be for a period of30 years with an option to extend to a total term up to and not to exceed 35 years; and WHEREAS, the Board and City Council previously approved Real Estate License Agreement No. BP for the Springbok 1 Solar Farm; and WHEREAS Real Estate License Agreement No. BP requires certain technical amendments to account for Seller's shared use with the Springbok 1 Solar Farm of the Gen Tie Line that will allow for the connection of the Project to the Beacon Substation; and WHEREAS, the Board finds that: (1) the property to be licensed is not presently needed for LADWP purposes; and (2) the grant of the non-exclusive License and the Amended and Restated Real Estate License Agreement No. BP will not interfere with LADWP operations or future needs. NOW, THEREFORE, BE IT RESOLVED that PSA No. BP and AA No. BP , by and between LADWP and SCPPA, and License No. BP by and between LADWP and Seller, now on file with the Secretary of the Board and approved as to form and legality by the City Attorney, be and the same are hereby approved. BE IT FURTHER RESOLVED that the Project is exempt pursuant to the General Exemption described in CEQA Guidelines Section 15061(b)(3). BE IT FURTHER RESOLVED that the Board requests that the City Council approve by ordinance PSA No. BP and AA No. BP and authorize the Board to act on all future amendments to these agreements, provided that such amendments are ministerial and administrative in nature and do not increase the costs or extend the term of the agreements. BE IT FURTHER RESOLVED that the Board shall review and act on material matters to be decided by LADWP as Project Manager pursuant to the PSA No. BP , however the Board will need further authorization from the City Council in order to approve the exercise of any Purchase Option or assumption of any Project Debt for the Project in the future, which authorization may be qualified. BE IT FURTHER RESOLVED that the energy and environmental attributes acquired from PSA No. BP shall be credited towards LADWP's Renewable Portfolio Standard Policy. BE IT FURTHER RESOLVED that the President or the Vice President of this Board, or General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary of the Board, are hereby authorized and directed to execute the PSA and AA, for and on behalf ofladwp, upon approval by the City Council by ordinance pursuant to Sections 101 and 674 of the Los Angeles City Charter. \_

10 MAY 19, 2015, 11:16 A.M. Page 10 \ 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, over the term ofthe PSA No. BP 15:-003, and the AA No. BP , in payment of the obligations incurred by such agreements. BE IT FURTHER RESOLVED that the Board finds that: (1) the property to be licensed is not presently needed for LADWP purposes; and (2) the grant of the non-exclusive License and the Amended and Restated Real Estate License Agreement No. BP will not interfere with LADWP operations or future needs. BE IT FURTHER RESOLVED that License No. BP , by and between LADWP and the Seller, now on file with the Secretary of the Board and approved as to form and legality by the City Attorney, be and the same is hereby approved. BE IT FURTHER RESOLVED that Amended and Restated Real Estate License Agreement No. BP by and between LADWP and 62SK 8ME, LLC now on file with the Secretary of the Board and approved as to form and legality by the City Attorney, be and the same is hereby approved. BE IT FURTHER RESOLVED that the President or Vice President of this Board, or the General Manager, or such person as she shall designate in writing as her designee, and the Secretary, Assistant Secretary, or the Acting Secretary of this Board are hereby authorized, empowered and directed to execute said License Agreements on behalf of the City of, Los Angeles, acting by and through its LADWP. BE IT FURTHER RESOLVED that the Board requests the City Council to (1) find that the License term of up to 35 years is in the best interest of the City in accordance with City Charter Section 607 and (2) approve License No. BP and Amended and Restated Real Estate License Agreement No. BP by order or resolution in accordance with City Charter Section 606. Approval moved by Commissioner Fleming. Seconded by Commissioner Levine and carried by the following vote: Ayes, Commissioner Fleming, Funderburk, Jr., Noonan, President Levine; Noes, None. ITEM N0.17- Recommends approval of the Navajo Generating Station Asset Purchase and Sale Agreement, Term Energy Transaction Confirmation Agreement, Firm Entitlement Agreement, and Energy Exchange Agreement City Council approval is required. Submitted by Senior Assistant General Manager- Power System. " _/ 2 Public Speakers addressed the Board. Dr. Frederick Pickel commented on this item. RESOLUTION NO WHEREAS, the Los Angeles Department of Water and Power (LADWP) currently owns 21.2 percent ofthe coal-fired generation at the Navajo Generating Station (NGS) outside of Page, Arizona and has been a participant in the project along with five other parties including the Salt River Project Agricultural Improvement and Power District (SRP) since 1969; and WHEREAS, on December 20, 1967, LADWP entered into the Amended and Restated Eldorado System Conveyance and Co-Tenancy Agreement, as amended by Eldorado System Conveyance 2 and the Eldorado System Conveyance and Co-Tenancy Agreement Assignment dated as ofdecember 23, 1968 (DWP No ) with other electric utilities including SRP which established certain terms and conditions relating to its interest in and ownership of certain transmission assets (Eldorado Transmission); and - " j

11 MAY 19,2015, 11:16 A.M. Page 11 WHEREAS, LADWP AND SRP are also co-owners of certain interests in the decommissioned Mohave Generating Station located in Laughlin, Nevada including land, transmission and related assets (Mohave Assets) as further described in the proposed Asset Purchase and Sale Agreement (APSA) discussed below; and WHEREAS, NGS is under an Environmental Protection Agency ruling to comply with the Clean Air Act to reduce emissions pursuant to Best Available Retrofit Technology; and WHEREAS, pursuant to LADWP's coal reduction strategy as outlined in the LADWP Integrated Resource Plan and in response to California legislative mandates including Senate Bill California Emission Performance Standards and Assembly Bill 32 - California Global Warming Solutions Act of2006, LADWP seeks to divest its undivided ownership interests in all ofthe assets constituting the coal-fired generation station ofngs (NGS Assets) and replace it with cleaner sources of power generation and requests that the Board find that the NGS Assets are no longer necessary or suitable for use by LADWP; and WHEREAS, SRP is the only viable buyer that has emerged from LADWP' s efforts to divest its undivided ownership interests in the NGS Assets; and /- '"-. WHEREAS, the Board approved a motion at its March 19, 2013 meeting directing the General Manager and those s!he may designate to continue work with SRP to negotiate acceptable definitive agreements regarding the sale ofladwp's undivided ownership interests in the NGS Assets and bring back definitive agreements to the Board for its review and consideration; and ""' ' WHEREAS, LADWP proposes to enter into the APSA with SRP for the sale ofladwp's undivided ownership interests in the NGS Assets at a cash price of$10 million (subject to a positive or negative adjustment in the year 2020 based upon the actual market value of energy for the calendar years 2016 through 20 19); and WHEREAS, the APSA provides for additional consideration to LADWP for the sale of its undivided ownership interests in the NGS Assets in the form ofthe transfer ofsrp's ownership interests in the Eldorado Transmission and Mohave Assets to LADWP; and WHEREAS, the APSAalso provides that as a condition for LADWP's early divestment from NGS, SRP and LADWP will use commercially reasonable efforts to cause one of the three coal-fired generating units at the plant to permanently cease operation by 2019;and WHEREAS, LADWP also proposes to enter into, a Term Energy Transaction Confirmation Agreement (Energy Agreement) for LADWP to purchase approximately 55 Megawatts of renewable geothermal energy from SRP's rights in the Hudson Ranch Geothermal Project located in the Imperial Valley of Southern California through 2021, a Firm Entitlement Agreement (Entitlement Agreement) providing transmission services to SRP through 2019 on transmission interests owned by LADWP which are part of the larger Navajo Project, and an Energy Exchange Agreement (Exchange Agreement) which would serve the same purpose as the Entitlement Agreement in the event such latter agreement must be terminated early, in each case by and between LADWP and SRP; and WHEREAS, in accordance with Sections 385, 675(d)(1) and 675(e)(5) ofthe Charter ofthe City of Los Angeles the Board has the authority to approve this transaction subject to approval by the City Council by ordinance pursuant to Section 674 of the Charter of the City of Los Angeles and Section 7.71 (b) of the City of Los Angeles Administrative Code, which transaction includes the sale ofladwp's undivided ownership interests in the NGS Assets, LADWP's acquisition ofsrp's ownership interests in Eldorado Transmission and Mohave Assets, and LADWP's entering into the Energy Agreement, Entitlement Agreement and Exchange Agreement, in each case by and between LADWP and SRP. NOW, THEREFORE, BE IT RESOLVED, that the NGS Assets are no longer necessary or suitable for use by LADWP and that the manner of sale and the mode of payment is in the best interest ofladwp and the City of Los Angeles. BE IT FURTHER RESOLVED, that the net present value of any deferred payments by SRP will be at least equivalent to the net present value of a cash sale.

12 MAY 19,2015, 11:16 A.M. Page 12 BE IT FURTHER RESOLVED that the APSA, the Energy Agreement, the Entitlement Agreement, and the Exchange Agreement, in each case by and between LADWP and SRP, now on file withthe Secretary of the Board and approved as to form and legality by the City Attorney (Transaction Documents), be and the same are hereby approved. "\ / BE IT FURTHER RESOLVED that the Board requests that the City Council approve, by ordinance, the Transaction Documents and authorize the Board to act on and approve all future amendments to the Transaction Documents, without further approval by the City Council, provided that such amendments are ministerial and administrative in nature and do not increase the costs or extend the duration of the respective agreements. BE IT FURTHER RESOLVED that the President or Vice President of this Board, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary of the Board are hereby authorized and directed to execute the Transaction Documents pursuant to Sections 385, 675(d)(1) and 675(e)(5) of the Charter of the City of Los Angeles subject to approval by the City Council by ordinance pursuant to Section 674 of the Charter ofthe City of Los Angeles and Section 7.71(b) ofthe City oflos Angeles Administrative Code. BE IT FURTHER RESOLVED that the General Manager is hereby authorized, in the name of and on behalf ofladwp, to carry out the terms of the Transaction Documents, execute all certificates and other instruments necessary to effectuate the execution of the Transaction Documents and perform such ministerial acts that are necessary in order to carry out the authority conferred by this Resolution or to evidence said authority and its exercise. "\ BE IT FURTHER RESOLVED, that the Chief Accounting Employee ofladwp, upon proper certification, is authorized and directed to draw demands on the Power Revenue Fund, in payment of the obligations arising under the Transaction Documents. Approval moved by Commissioner Noonan. Seconded by Commissioner Levine and carried by the following vote: Ayes, Commissioner Fleming, Funderburk, Jr., Noonan, President Levine; Noes, None. ITEM NO. 18- Establishes a LADWP Board standing committee to oversee and evaluate LADWP's information technology projects. Submitted by Senior Assistant General Manager - Power System.../ (A Verbal Motion adopted in lieu of the resolution was moved by Commissioner Fleming, seconded by Commissioner Levine, that Item No. 18 on the May 19, 2015, Commission Agenda relative to a resolution establishing a LADWP Board standing committee to oversee and evaluate LADWP's informationtechnology projects, be amended, as follows: "That instead of adopting the resolution, the Board does not establish the Standing Committee at this time, but reserves the right to establish it at a later date, if it so wishes.") RESOLUTION NO. WHEREAS, on March 10, 2015 the California State Auditor released a report pertaining to the launch ofthe Customer Information System at the Department of Water and Power ofthe City of Los t\ngeles (LAD\VP); and ~'HBRE" rz.. ~ADWP Board S, the of auditor Com~::::nnended that the LADWP establish a st.. mfa!'ftlfttieft teelmology p rojec. ;"""(Boar<!) s, and to oversee ard evaluate!h e aft<bag status eo...-e of the L" D~'P' of!he 1L y S

13 MAY 19,2015, 11:16 A.M. Page 13 WHE~AS, such standing committee >vvould be comprised oftwo members ofthe Board and :;ubject to the Ralph M. Brown Act (California Government Code Section et seq.); \VHEREA.S, the Board determined it is in the best interest of the LADVlP to establish an IT Standing Committee. NOW, THEREFORE, BE IT RESOLVED that the IT Standing Committee is hereby established; that its membership be comprised of two Board members appointed by the Board; that said committee.vill oversee and evaluate the status of the LADWP' s information recommendations ~d technology projec:s. an d ~atters from time pertaining to time,. to the its members LA 1 i D'>lP's may information make. technology projects. report to the Boar on Approval of Verbal Motion moved by Commissioner Fleming, seconded by Commissioner Levine and carried by the following vote: Ayes, Commissioner Fleming, Funderburk, Jr., Noonan, President Levine; Noes, None. Commissioner Funderburk, Jr., moved adoption of the following two resolutions, approved as to form and legality by the City Attorney: ITEM N0.19- Resolutions in connection with Los Angeles Department of Water and Power's budget for Fiscal Year Los Angeles Department of Water and Power Final Budget- Power Revenue Fund Receipts and Appropriations and Associated Schedules and Fiscal Year Annual Personnel Resolution. Submitted by Chief Financial Officer, Senior Assistant General Manager- Power System and Chief Administrative Officer. RESOLUTION NO AMENDMENT NO AMENDMENT NO FY POWER REVENUE FUND BUDGET "- WHEREAS, Section 511(b) of the Los Angeles City Charter requires that the Board of Water and Power Commissioners (Board) shall, prior to the beginning of each Fiscal Year (FY), adopt an annual Department Budget for the Power Revenue Fund and make an annual appropriation covering its anticipated revenues and expenditures; and WHEREAS, in March 2011, Los Angeles voters approved Measure J that requires the Los Angeles Department of Water and Power (LADWP) submit a Preliminary Budget to the Los Angeles City Council (Council) by March 31,2015, and shall by May 31,2015, update the preliminary budget based on additional information received after March 31, 2015, including without limitation, additional information about revenue and expense projections; and WHEREAS, the Board approved the transmittal of the preliminary budget to the Council for informational purposes on March 1 7, 2015; and WHEREAS, upon approval from this Honorable Board, the FY Power Revenue Fund Receipts and Appropriations Final Budget and Associated Schedules will be transmitted to the Council in accordance with the City Charter; and WHEREAS, LADWP management and the Board have completed a comprehensive review of the proposed FY Departmental budget; and I \_ WHEREAS, the proposed FY budget provides necessary funding for important needs and mandates in the Power Supply Replacement Program, Power System Reliability Program, and Customer Opportunities program; and

14 MAY 19,2015, 11:16 A.M. Page 14 "'. WHEREAS, estimated appropriations for FY total $5.12 billion; and WHEREAS, Net of receipts from the Water System, contributions in aid of construction, individuals, and companies and other miscellaneous sources, appropriations are $4.51 billion; and FY ANNUAL PERSONNEL RESOLUTION WHEREAS, Resolution Nos. 327 and 328, adopted October 9, 1947, pertaining to the creation of positions and fixing of duties, responsibilities and other terms and conditions of employment have from time to time have been amended by the Board; and WHEREAS, it is the desire of said Board to fix annually the number of positions authorized for LADWP employment; and WHEREAS, it is the desire of said Board to reaffirm its commitment to equal employment opportunity; and NOW, THEREFORE, BE IT RESOLVED by the Board, as follows: (1) The "FY Proposed Departmental Budget- Power Revenue Fund," submitted by the General Manager to this Board for adoption, and now on file with the Secretary of this Board, be and the same is hereby adopted as the "Annual Departmental Budget of the Los Angeles Department of Water and Power, FY , Power Revenue Fund" and that the appropriation shown therein be, and is hereby, made; '- / (2) The amounts shown under the "Estimated Amounts for the FY " submitted as part ofthe "FY Proposed Departmental Budget- Power Revenue Fund" by the General Manager to this Board for adoption, and now on file with the Secretary of this Board, be and the same are hereby adopted as the updated "Annual Budget of the Los Angeles Department of Water and Power, FY , Power Revenue Fund" and that the appropriation shown therein be, and is hereby, made; (3) The adopted "Annual Departmental Budget of the Los Angeles Department of Water and Power, FY , Power Revenue Fund" shall be transmitted to the Council as required by Los Angeles City Charter Section 684. ( 4) For the Fiscal Year , employment of persons in positions heretofore created by the Board, as set forth in the LADWP Personnel Resolution, Resolution No and in Schedule "A" of the Position Evaluation and Compensation Plan, Resolution No. 327, as amended, shall not exceed the number of positions hereby fixed for each System by Civil Service Classification, and for each Duties Description Record (DDR), as set forth in the schedule now in the hands of the Secretary of the Board which schedule identifies said positions. "'./ (5) Employment of persons in positions authorized by this resolution shall be subject to availability of funds appropriated in the budget for the payment of salaries and wages, and shall not exceed the number of positions hereby fixed for each System by Civil Service Classification and DDR, as set forth in the schedule identified in Paragraph (4) above. (6) Appointment of persons to positions authorized by this resolution shall be subject to the conditions and constraints established in the Rules of the Board of Civil Service Commissioners of the City of Los Angeles. (7) If a substitute position is used to make a regular appointment, the General Manager may require that a budgeted position be held vacant in the same System; provided, however, that at no time shall the total number of persons employed within a System exceed the total number ofbudgeted positions authorized for that System. (8) Substitute positions may be used without holding a budgeted position vacant for the following purposes:

15 / MAY 19,2015, 11:16 A.M. Page 15 a) To provide replacements for persons on extended sick leave or disability. b) To provide temporary employment authority to meet emergency workloads that can be financed with funds accumulated due to position vacancies. c) To provide additional employment authority in training classifications for which the dropout rate is high and/or for which recruitment of positions is difficult or limited to specific periods of the year. d) To fill Civil Service daily-rated, and Exempt daily-rated positions for which funding is provided in the expenditure program. e) To fill part-time exempt positions to give students or recent graduates practical work experience which will assist them in qualifying for entry level Civil Service positions, provided the positions can be financed with funds accumulated due to position vacancies. Part-time exempt positions shall not be used to replace regular full-time positions. /- (9) The General Manager may approve the use of a substitute position in a Civil Service Classification and DDR not specifically listed in the schedule identified in Paragraph (8) above, to meet an emergency which involves or immediately threatens a substantial interruption or impairment ofthe LADWP's business. The use of a substitute position shall be subject to the provisions and limitations specified in Paragraphs (7) and (8) above. (1 0) It is the policy ofthis Board that when filling positions, express consideration be given to equal employment opportunity requirements prohibiting discrimination based on gender, race, color, national origin, age, disability, and all other protected classes, in the decisions and actions of the LADWP. (11) This resolution shall continue in effect until modified or until such time as the Board adopts the next subsequent annual resolution, setting forth the number of positions authorized by the Board. / '- ITEM NO. 20- Resolutions in connection with Los Angeles Department of Water and Power's budget for Fiscal Year Los Angeles Department of Water and Power Final Budget- Water Revenue Fund Receipts and Appropriations and Associated Schedules and Fiscal Year Annual Personnel Resolution. Submitted by Chief Financial Officer, Senior Assistant General Manager- Water System and Chief Administrative Officer. RESOLUTION NO FY WATER REVENUE FUND BUDGET WHEREAS, Section 511(b) of the Los Angeles City Charter requires that the Board of Water and Power Commissioners (Board) shall, prior to the beginning of each Fiscal Year (FY), adopt an annual Department Budget for the Water Revenue Fund and make an annual appropriation covering its anticipated revenues and expenditures; and WHEREAS, in March 2011, Los Angeles voters approved Measure J that requires the Los Angeles Department of Water and Power (LADWP) submit a Preliminary Budget to the Los Angeles City Council (Council) by March 31, 2015, and shall by May 31, 2015, update the preliminary budget based on additional information received after March 31, 2015, including without limitation, additional information about revenue and expense projections; and WHEREAS, the Board approved the transmittal of the preliminary budget to the Council for informational purposes on March 17, 2015; and \'---

16 MAY 19,2015, 11:16 A.M. Page 16 WHEREAS, upon approval from this Honorable Board, the FY Water Revenue Fund Receipts and Appropriations Final Budget and Associated Schedules will be transmitted to the Council in accordance with the City Charter; and " \ WHEREAS, Department management and the Board have completed a comprehensive review of the proposed FY Departmental budget; and WHEREAS, the proposed FY budget provides necessary funding for important needs and mandates in the Safe Drinking Water Program, Water Infrastructure Program, Local Water Supply and Remediation Program and the Regulatory Compliance in Owens Valley Program; and WHEREAS, estimated appropriations for FY total $2.28 billion; and WHEREAS, Net of receipts from the Power System, contributions in aid of construction, individuals, and companies and other miscellaneous sources, appropriations are $1.93 billion; and FY ANNUAL PERSONNEL RESOLUTION WHEREAS, Resolution Nos. 327 and 328, adopted October 9, 1947, petiaining to the creation of positions and fixing of duties, responsibilities and other terms and conditions of employment have from time to time have been amended by the Board; and ', j WHEREAS, it is the desire of said Board to fix annually the number of positions authorized for LADWP employment; and WHEREAS, it is the desire of said Board to reaffirm its commitment to equal employment opportunity; and NOW, THEREFORE, BE IT RESOLVED by the Board, as follows: (1) The "FY Proposed Departmental Budget- Water Revenue Fund," submitted by the General Manager to this Board for adoption, and now on file with the Secretary of this Board, be and the same is hereby adopted as the "Annual Departmental Budget of the Los Angeles Department of Water and Power, FY , Water Revenue Fund" and that the appropriation shown therein be, and is hereby, made; (2) The amounts shown under the "Estimated Amounts for the FY " submitted as part of the "FY Proposed Departmental Budget- Water Revenue Fund" by the General Manager to this Board for adoption, and now on file with the Secretary of this Board, be and the same are hereby adopted as the updated "Annual Budget of the Los Angeles Department of Water and Power, FY , Water Revenue Fund" and that the appropriation shown therein be, and is hereby, made; ", (3) The adopted "Annual Departmental Budget of the Los Angeles Department of Water and Power, FY , Water Revenue Fund" shall be transmitted to the Council as required by Los Angeles City Charter Section 684. (4) For the Fiscal Year , employment of persons in positions heretofore created by the Board, as set forth in the LADWP Personnel Resolution, Resolution No. 328, and in Schedule "A" of the 'Position :Evaluation and Compensation Plan, Resolution No. 327, as amended, shall not exceed the number of positions hereby fixed for each System by Civil Service Classification, and for each Duties Description Record (DDR), as set forth in the schedule now in the hands of the Secretary of the Board which schedule identifies said positions. (5) Employment of persons in positions authorized by this resolution shall be subject to availability of funds appropriated in the budget for the payment of salaries and wages, and shall not exceed the number of positions hereby fixed for each System by Civil Service Classification and DDR as set fcnih in the schedule identified in Paragraph (4) above. -~ I /