Los Angeles, California, January 21,2014

Transcription

1 Los Angeles, California, January 21,2014 MINUTES OF SPECIAL MEETING OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES HELD IN ROOM 1555-H JANUARY 21, :27A.M. Meeting called to order by President Mel Levine and roll called: Present- Commissioners: Absent- President Levine William W. Funderburk, Jr. in at 10:49 a.m. Jill Banks Barad Michael F. Fleming Christina E. Noonan None A quorum present. IN ATTENDANCE were the following: Ronald 0. Nichols, James C. Barner, Aram Benyamin, Joseph Brajevich, Richard M. Brown, Deitra 0. Fernandes, Rose M. Garcia, DelonKwan, Philip Leiber, James B. McDaniel, Avery M. Neaman, Shannon C. Pascual, David R. Pettijohn, Helen M. Wong, Gary E. Wong, General Manager Mechanical Engineer, Power System Senior Assistant General Manager - Power System, Power System Assistant General Counsel, Water and Power, City Attorney's Office General Counsel, Water and Power, City Attorney's Office Director of Human Resources, Human Resources Division Director of Human Resources, Human Resources Division Civil Engineering Associate, Water System Chief Financial Officer, Financial Services Organization Senior Assistant General Manager- Water System, Water System Risk Manager, Financial Services Organization Director of Human Resources, Human Resources Division Director of Water Resources, Water System Medical Director, Human Resources Division Assistant General Manager - Systems Support Division, Systems Support Division Also, in attendance: Camden Collins, GuyLipa, Frederick Pickel, Rate Payer Advocate Mayor's Office Executive Director/Ratepayer Advocate, Office of Public Accountability

2 JANUARY 21, 2014, 9:27A.M. Page 2 ITEM NO. 1 -Opening remarks by the Commission President on agenda and other items relating to Department operations. ITEM NO.2- A report/briefing was given by Ronald 0. Nichols the General Manager, Aram Benyamin, Senior Assistant General Manager- Power System, and James B. McDaniel, Senior Assistant General Manager- Water System. ITEM NO. 26- Commends General Manager Ronald 0. Nichols for his service as General Manager of the Los Angeles Department of Water and Power. RESOLUTION NO WHEREAS, Ronald 0. Nichols was appointed as the General Manager of the Los Angeles Department of Water and Power by Mayor Antonio R. Villaraigosa and approved by the Los Angeles Board of Water and Power Commissioners on December 20, 201 0; and WHEREAS, Ronald 0. Nichols has over thirty-five years of experience in the energy and water utility industry and prior to his appointment to the position of General Manager specialized in public/private partnerships for plarming, financing and developing energy and water utility infrastructure; and WHEREAS, Ronald 0. Nichols provided leadership for the Los Angeles Department of Water and Power for over three years increasing reliability, environmental responsibility, cost efficiency, and improving customer service; and WHEREAS, Ronald 0. Nichols renewed a spirit of environmental stewardship -leading to record levels of energy efficiency and water conservation; and WHEREAS, Ronald 0. Nichols shaped the City of Los Angeles' role as an international leader on clean energy and sustainability - established an exit plan for coal-fired energy making Los Angeles the first major City in the United States to become coal free, maintained 20% delivery of renewable energy and adopted the nation's largest solar Feed-in Tariff program; and WHEREAS, Ronald 0. Nichols prioritized safety, security and quality of City of Los Angeles' water supply, by accelerating local water supply programs to reduce reliance on imported water, and improving the ecology of the Owens Valley and the Eastern Sierra in a cost effective marmer; and WHEREAS, Ronald 0. Nichols elevated the Los Angeles Department and Water and Power's profile in the community through creative new programs to bring more Angelinos to the workforce, build community capacity through grants and initiatives, promote job creation, support innovation and shepherd the City of Los Angeles into a new green economy; and WHEREAS, the loss of his attentive leadership to the Los Angeles Department of Water and Power and the City of Los Angeles will most certainly be felt, moreover, Ronald 0. Nichols' steadfast and devoted service to protecting the environment and promoting a sustainable future is unlikely to end with his departure from the Department of Water and Power. NOW, THEREFORE, BE IT RESOLVED, that the Board of Water and Power Commissioners on behalf ofthe management ofthis Department, its employees, and the residents of the City of Los Angeles thank Ronald 0. Nichols for his dedicated public service.

3 JANUARY 21,2014,9:27 A.M. Page 3 BE IT FURTHER RESOLVED, that the Secretary be instructed to place this resolution in the minutes of this Board as a permanent record and that an engrossed copy of this resolution be presented to Ronald 0. Nichols in recognition of his unwavering dedication to public service in this city. Councilmember Tom LaBonge; Lee Wallach and Tony Wilkinson addressed the Board. Approval moved by Commissioner Barad. Seconded by Commissioner Noonan and carried by the following vote: Ayes, Commissioners Barad, Fleming, Noonan; President Levine; ITEM NO. 3- Comments and/or requests from Commissioners relating to Department operations. Commissioner Levine- For future power planning activities look into how methane gas leakage from pipelines impacts GHG emissions. Also plan to have a workshop on the IRP sometime in 2014 with periodic updates to the Board. ITEM NO. 4 - The Secretary presented an 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.) ITEM NO. 5- Potential Comments or Reports from Ratepayer Advocate- Comments were made regarding the drought conditions. Written recommendation, 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 nine resolutions, approved as to form and legality by the City Attorney: ITEM NO.6- Approval of the minutes of the December 17, 2013, Special meeting of the Board of Water and Power Commissioners. ITEM NO. 7- Bid No. 545 to provide fully operated and maintained services for Pile Drilling, Placement and Extraction. Award to BLE, Inc. for a total amount not to exceed $3,783,617 for period of 12 months with two optional one-year periods. Submitted by Senior Assistant General Manager- Water System.

4 JANUARY 21,2014, 9:27A.M. Page 4 RESOLUTION NO WHEREAS, through a competitive bid process the Los Angeles Department of Water and Power (LADWP) issued a solicitation to procure services for pile drilling, placement, and extraction, fully operated and maintained; and WHEREAS, BLE, Inc. is the only bidder under Bid No NOW, THEREFORE, BE IT RESOLVED that BLE, Inc. is awarded the contract for a total amount not to exceed $3,783,617.00, for a period of 12 months with two one-year optional periods, under Contract No BE IT FURTHER RESOLVED that pursuant to City Charter Section I 022, the Board finds that it is more feasible to have the work performed by an independent contractor. BE IT FURTHER RESOLVED that Contract No. 545, approved as to form and legality by the City Attorney, and filed with the Secretary of the Board, is hereby approved. BE IT FURTHER RESOLVED that the 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. 545 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 behalfofladwp. ITEM NO.8- Bid No. 550 to procure 34.4-kV Three-Phase Padmount Transformers. Award to: Shihlin Electric USA Company Limited for a total amount not to exceed $8,391,414 for a period of one year with two optional one-year periods. Submitted by Senior Assistant General Manager- Power System. RESOLUTION NO WHEREAS, through a competitive bid process, the Los Angeles Department of Water and Power (LADWP) issued a solicitation to procure 34.4-kV three-phase Padmount transformers under Bid No. 550; and WHEREAS, Shihlin Electric USA Company Limited (Shihlin), is the lowest evaluated bidder under Bid No NOW, THEREFORE, BE IT RESOLVED that Shihlin is awarded the contract for a total amount not to exceed $8,391, for a period of one year with two optional one-year periods, under Contract No BE IT FURTHER RESOLVED that Contract No. 550 approved as to form and legality by the City Attorney, and filed with the Secretary ofthe Board, is hereby approved. BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP, upon proper certification, is authorized and directed to draw demands on the Power Revenue Fund, in accordance with the terms of this contract awarded pursuant to Bid No. 550 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.

5 JANUARY 21,2014, 9:27A.M. Page 5 ITEM NO.9- Bid No. 551 for Transformers, 4.8-kV Three-Phase, Padrnount, Dead-Front. Award to Shihlin Electric USA Company Limited for a total amount no to exceed $6, Ill,600 for a period of one year with two optional one-year periods. Submitted by Senior Assistant General Manager- Power System. RESOLUTION NO WHEREAS, through a competitive bid process, the Los Angeles Department of Water and Power (LADWP) issued a solicitation to procure 4.8-kV three-phase padmount dead-front transformers under Bid No. 551; and WHEREAS, Shihlin Electric USA Company Limited (Shihlin), is the lowest evaluated bidder under Bid No NOW, THEREFORE, BE IT RESOLVED that Shihlin is awarded the contract for a total amount not to exceed $6, Ill,600.00, for a period of one year with two optional one-year periods, under Contract No BE IT FURTHER RESOLVED that Contract No. 551, approved as to form and legality by the City Attorney, and filed with the Secretary of the Board, is hereby approved. BE IT FURTHER RESOLVED that the Chief Accounting Employee ofthe LADWP, upon proper certification, is authorized and directed to draw demands on the Power Revenue Fund, in accordance with the terms of this contract awarded pursuant to Bid No. 551 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. 10- Authorizes execution of Los Angeles Department of Water and Power Agreement Nos. BP , BP , BP for Electrical Transmission and Distribution Equipment and Servicing Inventory Greenhouse Gas Reporting Program Designated Representative Agreements. Submitted by Senior Assistant General Manager- Power System. Council approval is required. RESOLUTION NO WHEREAS, pursuant to Section 114 of the Clean Air Act (codified at 42 U.S.C. 7414), the United States Enviromnental Protection Agency (EPA) promulgated mandatory greenhouse gas (GHG) Reporting Requirements for owners and operators of facilities that directly emit GHG; and WHEREAS, the Los Angeles Department of Water and Power (LADWP) owns, services, or maintains an electrical power system comprised of electric transmission and distribution equipment insulated with or containing sulfur hexafluoride, such equipment hereafter collectively referred to as the T &D Equipment; and WHEREAS, the T &D Equipment qualifies as a facility subject to the GHG Reporting Requirements; and WHEREAS, each facility subject to the GHG Reporting Requirements must have a single designated representative who binds the owner and operator of the facility in matters pertaining to the GHG Reporting Requirements and who is responsible for certifying, signing, and submitting GHG emissions reports and other necessary documents under the GHG Reporting Requirements; and

6 JANUARY 21,2014,9:27 A.M. Page 6 WHEREAS, LADWP co-owns T&D Equipment in which another company acts as the Operating Agent, which includes Southern California Edison for the Eldorado System (BP ), Arizona Public Service Company for the Navajo Project Southern Transmission System (BP ), and Salt River Project Agricultural Improvement and Power District for the Arizona Power Project High Voltage Switchyard (BP ); and WHEREAS, LADWP executed agreements BP , BP and BP pursuant to section 604(c) of the Charter of the City of Los Angeles and Los Angeles Administrative Code I (a), subject to extension under Section 373 of the Charter ofthe City of Los Angeles. NOW, THEREFORE, BE IT RESOLVED that execution, delivery and performance of the Electrical T&D Equipment and Servicing Inventory GHG Reporting Program Designated Representative Agreements (BP , BP 13021, and BP ), approved as to form and legality by the City Attorney and filed with the Secretary of the Board, are hereby ratified and approved. ITEM NO. 11- Authorizes execution of Agreement No. WR with the International Church of the First Foursquare Gospel DBA First Foursquare Church of Van Nuys for Recycled Water Service at Sherman Way, Van Nuys, California Submitted by Senior Assistant General Manager- Water System. RESOLUTION NO WHEREAS, International Church of the First Foursquare Gospel DBA First J::oursquare Church of Van Nuys (Church) is proposing the continued use of recycled water from the Los Angeles Department of Water and Power's (LADWP) recycled water system for irrigation; and WHEREAS, Agreement No. WR (Agreement) by and between LADWP and Church is for a recycled water service for the purpose of irrigation; and WHEREAS, Water Rates Ordinance No (Water Rates Ordinance), ScheduleD requires that "Commodity Charges for Reclaimed Water Service" shall be set by contract approved by the Board of Water and Power Commissioners; and WHEREAS, the Agreement establishes recycled water rate of $1.057 per hundred cubic feet (HCF) and shall be effective for three years from the date of execution by the authorized representatives of both parties. NOW, THEREFORE, BE IT RESOLVED that the proposed Agreement No. WR I, approved as to form and legality by the City Attorney and filed with the Secretary of the Board, between LADWP and Church, providing for the sale and distribution of recycled water to the Church, be and the same is hereby approved. BE IT FURTHER RESOLVED that the President or Vice President of this Board, or the General Manager, or such person as the General Manager shall designate in writing as his designee, and the Secretary, Assistant Secretary or the Acting Secretary of the Board are hereby authorized, empowered, and directed to execute said Agreement for and on behalf of LAD WP.

7 JANUARY 21, 2014, 9:27A.M. Page 7 ITEM NO. 12- Authorizes execution of Agreement No. WR with St. Elisabeth Church for recycled Water Regarding Recycled Water Service at Kittridge Street, Van Nuys, California Submitted by Senior Assistant General Manager- Water System. RESOLUTION NO WHEREAS, St. Elisabeth Church (Church), is proposing the continued use of recycled water from the Los Angeles Department of Water and Power's (LADWP) recycled water system at their sports field located at Kittridge Street, Van Nuys, California, 91405; and WHEREAS, Agreement No. WR (Agreement) is entered into by and between LADWP and St. Elisabeth Church is for recycled water service for irrigation purposes; and WHEREAS, Water Rates Ordinance No , ScheduleD requires that "Commodity Charges for Reclaimed Water Service" shall be set by contract approved by the Board of Water and Power Commissioners"; and WHEREAS, the Agreement establishes recycled water rate of $1.057 per hundred cubic feet (HCF) and shall be effective for three years from the date of execution by authorized representatives of both parties; and NOW, THEREFORE, BE IT RESOLVED that the proposed Agreement No. WR , approved as to form and legality by the City Attorney and filed with the Secretary of the Board, between LADWP and Church for recycled water service, be and the same is hereby approved. BE IT FURTHER RESOLVED that the President or Vice President of this Board, or the General Manager, or such person as the General Manager shall designate in writing as his designee and the Secretary, Assistant Secretary or the, Acting Secretary of the Board are hereby authorized, empowered, and directed to execute said Agreement for and' on behalf ofladwp. ITEM NO. 13-Authorizes execution of Memorandum of Understanding with the United States Fish and Wildlife Service Ventura Field Office for the Purpose of Implementing the Conservation Strategy for the Bi-State Distinct Population Segment of the Greater Sage-Grouse on LADWP Lands in the North and South Mono Lake Habitat Units in Mono County, California. Submitted by Senior Assistant General Manager- Water System. RESOLUTION NO WHEREAS, the United States Fish and Wildlife Service Ventura Field Office (Service) published a proposed rule to designate critical habitat for the. BI-State Population of the Greater Sage Grouse (Greater Sage-Grouse); and WHEREAS, the proposed critical habitat designation includes lands owned by the City of Los Angeles and managed by the Los Angeles Department of Water and Power (LADWP); and WHEREAS, Section 4(b )(2) of the Endangered Species Act states that the Secretary of the Interior shall designate and make revisions to critical habitat on the basis of the best available scientific data after taking into consideration the economic impact, national security impact, and any other relevant impact of specifying any particular area as critical habitat; and WHEREAS, the Secretary of the Interior may exclude an area from critical habitat if it is determined that benefits of such exclusion outweigh benefits of specifying such area as part of the critical habitat; and WHEREAS, LADWP has developed and implemented a number of actions on its property In the area of proposed critical habitat that provide a conservation benefit for the Greater Sage-Grouse; and

8 JANUARY 21,2014,9:27 A.M. Page 8 NOW, THEREFORE, BE IT FURTHER RESOLVED that this Memorandum of Understanding (MOU) with Service for the purpose of implementing the Greater Sage-Grouse on LADWP lands In the North and South Mono Lake Habitat Units in Mono County, California (Conservation Strategy) provides conservation benefit for the Greater Sage-Grouse, approved as to form and legality by the City Attorney, and filed with the Secretary of the Board, is hereby approved. BE IT FURTHER RESOLVED that the President or Vice President, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary of the Board are hereby authorized and directed to execute said MOU for and on behalf ofladwp. ITEM NO. 15- Authorizes execution of Contract (Amendment No. I) with EOS Consulting for Implementation of the Economic Development Group's Los Angeles Clean Innovation Lab Program. The amendment will increase the contract amount by $300,000 and extend the term by two years. Submitted by General Manager. RESOLUTION NO WHEREAS, EOS Consulting was awarded a contract under Contract No by the Los Angeles Department of Water and Power (LADWP) on January 28, 2013, delivering innovative entrepreneurial solutions positioning LADWP as a leader in the Cleantech sector and promoting job creation in the City of Los Angeles for a 12-month period for an amount not to exceed $150,000; and WHEREAS, LADWP has determined that these services are still required to remain competitive in the green economy, and recommends Amendment No. 1 to Contract No with EOS Consulting to increase the contract amount from $150,000 to $450,000, increase the term from one year to three years, and renumber the contract to Contract No NOW, THEREFORE, BE IT RESOLVED that Amendment No.1 to Contract No , which was renumbered to Contract No approved as to form and legality by the City Attorney and on file with the Secretary of the Board is hereby approved. BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP, upon proper certification, is authorized and directed to draw demands on the Power Revenue Fund( s ), in accordance with the terms of this amendment and resolution. BE IT FURTHER RESOLVED that the President or Vice President, or the General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary ofthe Board are hereby authorized and directed to execute said amendment for and on behalf ofladwp. Seconded by Commissioner Noonan and carried by the following vote: Ayes, Commissioners Barad, Fleming, Noonan; President Levine;

9 JANUARY 21,2014, 9:27A.M. Page 9 ITEM NO. 14-Authorizes execution offollowing contracts to support Los Angeles Department of Water and Power occupational health program by providing medical consultant and physician services in LADWP's in-house medical office. Contract No Dr. William H. Holz, M.D. for a total amount not to exceed $531,564 for a term of three years. Contract No Dr. William R. Lenaburg, M.D. for a total amount not to exceed $535,572 for a term of three years. Submitted by Director.ofHurnan Resources. RESOLUTION NO WHEREAS, Los Angeles Department of Water and Power (LADWP) proposes to enter into Contract Nos and with William H. Holz, M.D. and William R. Lenaburg, M.D. respectfully, for physician services; and WHEREAS, LADWP evaluated proposals and found William H. Holz, M.D. and William R. Lenaburg, M.D. as the most qualified physicians to provide the services; and WHEREAS, William H. Holz, M.D. and William R. Lenaburg, M.D. have reviewed the services to be provided and incorporated in this Contract, and represents that they have the qualities, expertise, skills and abilities to perform such work. NOW, THEREFORE, BE IT RESOLVED, that LADWP proposes to enter into Contract Nos and with William H. Holz, M.D. and William R. Lenaburg, M.D. in an amount not to exceed $531, and $535, BE IT FURTHER RESOLVED, that pursuant to City Charter Section 1022, the Board finds it more feasible to have work performed by an independent contractor. BE IT FURTHER RESOLVED that the proposed Contract Nos and 47205, approved as to form and legality by the City Attorney, and filed with the Secretary of the Board, between LADWP and William H. Holz, M.D. and William R. Lenaburg, M.D., are hereby approved. BE IT FURTHER RESOLVED, that the Chief Accounting Employee ofladwp, upon proper certification, is authorized and directed to draw demands on the Power Revenue Funds in accordance with the terms of this contract and this resolution. BE IT FURTHER RESOLVED, that the President or the Vice President, or General Manager, or such person as the General Manager shall designate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary of this Board are hereby authorized and directed to execute said Contract on behalf of the LADWP. Approval moved by Commissioner Fleming. Seconded by Commissioner Noonan and carried by the following vote: Ayes, Commissioners Barad, Fleming, Noonan; President Levine; ITEM NO. 16- Adopts the Revision of Water Supply Assessment Fee. The revised fee will enable Los Angeles Department of Water and Power to recover the increased minimum costs incurred for preparing and processing each Water Supply Assessment for all future projects. Submitted by Senior Assistant General Manager- Water System.

10 JANUARY 21, 2014, 9:27A.M. Page 10 RESOLUTION NO WHEREAS, California State Water Code Sections (Water Code) require a city or county to request the public water system to perform a water supply assessment (WSA) for certain proposed projects; and WHEREAS, the assessment states whether the projected water demand associated with a proposed project was included as part of the most recently adopted Urban Water Management Plan, and discusses other pertinent information required by the Water Code; and WHEREAS, typically, the Los Angeles City Planning Department acts as the lead agency for a proposed project and submits the request for a WSA to the Los Angeles Department of Water and Power (LADWP); and WHEREAS, the preparation and processing ofwsas require both LADWP staff time and resources, and a fee of$10,000 is currently being charged to the developers who are the beneficiary ofladwp's service to help pay for the expenses incurred by LADWP; and WHEREAS, each WSA for typical projects prepared and processed in year 2013 costs LADWP a minimum of$17,000, which includes costs for labor, overhead, and materials; and WHEREAS, increased requirements due to water conservation ordinances, shift in labor classification, and increase in staff salaries have resulted in increased minimum costs to prepare and process a typical WSA; and WHEREAS, the proposed Resolution, if adopted, will authorize LADWP to increase the current fee of$10,000 to a minimum of$17,000 for the preparation and processing of each WSA; and WHEREAS, approval from the Board of Water and Power Commissioners (Board) will be requested if any future amendments to the proposed fees are needed. NOW, THEREFORE, BE IT RESOLVED, that the Board approves a revised minimum fee of $17,000 that LADWP will charge to developers for the preparation of a WSA. LADWP will invoice developers for costs that exceed $17,000 for WSAs that require additional labor and resources. Approval moved by Commissioner Fleming. Seconded by Commissioner Noonan and carried by the following vote: Ayes, Commissioners Barad, Fleming, Noonan; President Levine; ITEM NO. 17- Authorizes execution of Agreement No (Amendment No.I) for Water System Environmental Legal Counsel Alston& Bird, LLP. The amendment will increase the contract by $1,150,000 and all other contract terms and conditions remain unchanged. Submitted by General Counsel. RESOLUTION NO WHEREAS on May 3, 2014, this Board approved a contract for the law firm of Alston & Bird (Contractor) to assist the City Attorney (collectively Parties) in providing LADWP advice and representation in matters relating to environmental and air quality regulatory issues, the federal and state regulatory process, the applicability of air quality regulations to LADWP arising from the federal Clean Air Act and other related air quality issues before state and federal regulatory agencies and legislative bodies; and

11 JANUARY 21, 2014,9:27 A.M. Page II WHEREAS, because of the extensive legal work associated with the ongoing potential litigation and dispute resolution processes related to the Owens Lake Dust Mitigation Project has resulted in the expenditure of the initial allocation of$1,000,000; and WHEREAS, the Parties desire to amend the Agreement to add One Million One Hundred and Fifty Thousand Dollars ($1,150,000) in additional funds for a total contract limit of Two Million One Hundred and Fifty Thousand Dollars ($2,150,000). BE IT RESOLVED that in compliance with City Charter Section I 022, the Board fmds it is more feasible to have the assistance of outside counsel due to the size, complexity and expertise required in matters related to the litigation. BE IT FURTHER RESOLVED that Amendment No.I to Agreement No , a copy of which is on file with the Secretary of the Board and approved as to form and legality by the City Attorney, 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 be and they are hereby authorized and directed to execute said Amended and Restated Agreement for and on behalf of the Department. BE IT FURTHER RESOLVED that the Chief Accounting Employee ofthe Department, upon proper certification, be, and is authorized and directed, to draw demands on the Water Revenue Fund and the Power Revenue Fund, in payment of the obligations arising under said Amendment No.I to Agreement No Approval moved by Commissioner Noonan. Seconded by Commissioner Fleming and carried by the following vote: Ayes, Commissioners Barad, Fleming, Noonan; President Levine;

12 JANUARY 21,2014, 9:27A.M. Page 12 THE BOARD shall recess to closed session for a conference with legal counsel regarding: A. Existing litigation in the following matters: 1. Locall8. International Brotherhood of Electrical Workers. AFL-CIO v. Los Angeles Department of Water and Power, LASC Case No. BC507682, pursuant to Section of the California Government Code Victor Camilleri and Elizabeth Deegan v. Los Angeles Department of Water and Power, LASC Case No. BC496205, pursuant to subdivision (d)(!) of Section of the California Government Code. Golden Eagle Insurance Corporation v. Los Angeles Department of Water and Power, LASC Case No. BC483684; consolidated with Ample Commodities Corp. v. Los Angeles Department of Water and Power, LASC Case No. BC486621; consolidated with Navigators Insurance Company v. Los Angeles Department of Water and Power, LASC Case No. BC497457, pursuant to subdivision (d)(!) of Section of the California Government Code. In re Great Basin Unified Air Pollution Control District Owens Lake Dust Control Revised Final 2011 Supplemental Control Requirements Determination, State of California Air Resources Board, pursuant to Section (d)( I) of the California Government Code. The People of the State of California and Great Basin Unified Air Pollution Control District v. Citv of Los Angeles. D<martment of Water and Power. eta!., Kern County Superior Court Case No. SI CV PT , pursuant to Section (d)(!) of the California Government Code. City of Los Angeles v. California Air Resources Board. eta!., Sacramento Superior Court Case No CU-WM-GDS, pursuant to Section (d)( I) of the California Government Code. San Diego County Water Authority v. Metropolitan Water District of Southern California, San Francisco Superior Court Case Nos. CFP I and CFP , pursuant to Section (d)(l) of the California Government Code. Rate Case., pursuant to Section (d.(l. of the California Government Code. B. Anticipated litigation in the following matters: 1. Discussion regarding significant exposure to litigation (2 cases), pursuant to Section (d)(2) of the California Government Code. 2 Discussion regarding initiation oflitigation (2 cases). pursuant to Section (d)(4) of the California Government Code. C. Conference with Labor Negotiators: Pursuant to California Government Code Section , the Board will meet in closed session with the Department's labor negotiators (the Department's General Manager) concerning labor negotiations with the following employee bargaining representatives: International Brotherhood of Electrical Workers, Local18 Service Employees International Union Local 721 Los Angeles Water and Power Dispatchers Association (Load Dispatchers Unit) MEETING RECESSED at 10:26 a.m. MEETING RECONVENED at 10:32 a.m.

13 JANUARY 21, 2014, 9:27A.M. Page 13 Los Angeles, California, January 21,2014 MINUTES OF CLOSED SESSION OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES HELD IN ROOM 1555 JANUARY 21, :32A.M. Meeting called to order by President Mel Levine and roll called: Present - Commissioners: Absent- President Levine William W. Funderburk, Jr.- in at 10:49 am Jill Banks Barad Michael F. Fleming Christina E. Noonan None A quorum present. IN ATTENDANCE were the following: Ronald 0. Nichols, Joseph Brajevich, Richard M. Brown, Anat Ehrlich, Deitra 0. Fernandes, Rose M. Garcia, Wendy K. Genz, Philip Leiber, Sharmon C. Pascual, General Manager Assistant General Counsel General Counsel, Water and Power Assistant City Attorney Director of Human Resources Director of Human Resources Deputy City Attorney III Chief Financial Officer Director of Human Resources Also, in attendance: GuyLipa, Mayor's Office A CLOSED SESSION was held for a conference with legal counsel regarding: ITEM NO. 29C- Pursuant to California Government Code Section , the Board will meet in closed session with the Department's labor negotiators (the Department's General Manager) concerning labor negotiations with the following employee bargaining representatives: International Brotherhood of Electrical Workers, Local 18 Service Employees International Union Local 721 Los Angeles Water and Power Dispatchers Association (Load Dispatchers Unit) Discussion held- no action taken. MEETING RECESSED at 11:47 a.m. MEETING RECONVENED TO OPEN SESSION at 12:01 p.m.

14 JANUARY 21,2014,9:27 A.M. Page 14 ITEM NO. 18- Discussion and Possible Instructions Regarding Benchmarking and Work Rule Modifications. ADOPTED AS AMENDED AT 1/21114 SPEC. BOARD MTG. SEE ATTACHED VERBAL MOTION RESOLUTION NO Whereas, Los Angeles Department of Water and Power (LADWP) continually is assessing areas to improve efficiency and reduce costs; and WHEREAS, in September 2012, as part of the City Council Ordinance that approved a two-year power rate adjustment in 2012, there was a requirement that LADWP seek to perform industry benchmarking to further identity where operating efficiencies could be achieved; and WHEREAS, on August 27, 2013, City Council adopted a motion related to work rules and benchmarking which in part required LADWP to develop a plan to effectively benchmark LADWP's performance and achieve operational efficiencies in its power, water and joint system operation's; and WHEREAS, on December 17,2013, the Mayor issued a letter to the Board of Water and Power Commissioners requesting that LADWP perform a benchmarking oflabor costs, work practices and opportunities for greater efficiency and cost savings for ratepayers; and WHEREAS, as part of the December 2013 approval of a new labor Memorandum of Understanding (MOU) between IBEW Labor 18 (IBEW) and LADWP, the parties to that MOU agreed to assess work rules and past work practices to identify possible efficiencies, which upon identification would be subject to negotiation, in pursuant to the provisions of the MOU, to enact those changes that are agreed to through that process. NOW, THEREFORE, BE IT RESOLVED that the Board of Water and Power Commissioners (Board) hereby directs LADWP TO: Immediately evaluate and prioritize areas appropriate for benchmarking, including making recommendations for appropriate outside consulting assistance and regularly report back to the Board for action as appropriate. (A Verbal Motion was moved by Commissioner Barad, and seconded b Commissioner Levine "That in the sixth paragraph where it starts out: NOW THEREFORE, BE IT RESOLVED, that Nos. 1-6 be replaced with the following: Immediately evaluate and prioritize areas appropriate for benchmarking, including making recommendations for appropriate outside consulting assistance and regularly report back to the Board for action as appropriate." Approval moved by Commissioner Barad. Seconded by Commissioner Levine and carried by the following vote: Ayes, Commissioners Barad, Fleming, Funderburk, Jr., Noonan; President Levine; Commissioner Levine moved that the Item Nos be ordered deferred.

15 JANUARY 21,2014, 9:27A.M. Page 15 ITEM NO. 19- Bid No. 531 for Services for Installing, Removing, and Splicing Underground Distribution System Cables. Award to Henkels & McCoy, Inc. for a total amount not to exceed $47,877,758 for a term of one year with two optional one-year periods. Submitted by Senior Assistant General Manager - Power System. ITEM NO. 20- Bid No. 532 for Services for Installing, Removing, and Maintaining Overhead Distribution Facilities South of Mulholland Drive. Award to Henkels & McCoy, Inc. for a total amount not to exceed $82,806,815 for a term of one year with two optional one-year periods. Submitted by Senior Assistant General Manager - Power System. ITEM NO. 21 -Bid No. 540 for Services for Installing, Removing, and Maintaining Overhead Distribution Facilities North of Mulholland Drive. Award to Henkels & McCoy, Inc. for a total amount not to exceed $81,627,212 for a term of one year with two optional one-year periods. Submitted by Senior Assistant General Manager - Power System. Seconded by Commissioner Funderburk, Jr., and carried by the following vote: Ayes, Commissioners Barad, Fleming, Funderburk, Jr., Noonan; President Levine; Commissioner Levine rescued himself from Item No. 22 and left the Board Room at 12:08 p.m. ITEM NO. 22- Authorizes payment of premiums for Crime Insurance through the Wells Fargo Insurance Services USA, Inc. the Department's Casualty Insurance Broker of Record, for Policy Year , for a total amount not to exceed $250,000 including any taxes and fees. Submitted by Chief Financial Officer. ADOPTED AS AMENDED AT 1/21/14 SPEC. BOARD MTG. SEE ATTACHED VERBAL MOTION RESOLUTION NO WHEREAS, the City of Los Angeles Department of Water and Power (Department) needs to purchase Crime Insurance in order to protect the interests and assets of the Department and its operating agent partners; and WHEREAS, the Department is not a duly licensed insurance broker and therefore requires Wells Fargo Insurance Services USA, Inc. (Wells Fargo), or the Department's designated Broker of Record, to act as the Department's insurance broker; and WHEREAS, Wells Fargo, or the designated Broker of Record, has conducted a market survey to determine the most cost-effective coverage for this important insurance coverage, and that the total cost ofthe premiums shall not exceed $250,000 including any taxes and fees, if applicable for the policy year. NOW, THEREFORE, BE IT RESOLVED that the Chief Accounting Employee, upon proper certification of such delivery, is authorized to draw and authenticate demands on the Power Revenue Fund and Water Revenue Fund payable to Wells Fargo Insurance Services USA, Inc., or any designated Broker of Record or carrier, for payments of premium for the Crime Insurance program not to exceed $250,000 including any taxes and fees, if applicable for the policy year; and

16 JANUARY 21,2014, 9:27A.M. Page 16 BE IT FURTHER RESOLVED that the Chief Accounting Employee, upon recommendation from the Department's Risk Manager, is hereby authorized to draw and authenticate a further demand on the Power Revenue Fund and Water Revenue Fund payable to the Department's Insurance Broker of Record or carrier for paymentofpremiums for subject insurance for each of the 2015/16 and 2016/17 policy years, provided the total renewal premiums, including taxes and fees, do not exceed an increase of more than 15 percent of the prior year's premium. (A Verbal Motion moved by Commissioner Fleming; seconded by Commissioner Noonan, "That the not to exceed amount be changed from $250,000 to $350,000.") Approval moved by Commissioner Funderburk, Jr. Seconded by Commissioner Noonan and carried by the following vote: Ayes, Commissioners Barad, Fleming, Noonan; Vice President Funderburk, Jr. Commissioner Levine re-entered the Board Room at 12:17 p.m. ITEM NO. 23- Resolution 4870 Standby Bond Purchase Agreements with Royal Bank of Canada and Barclays Bank PLC and related Fee Agreement with the Remarketing Agreements. Submitted by Chief Financial Officer. RESOLUTION NO RESOLUTION OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES Authorizing the Execution and Delivery of Standby Bond Purchase Agreements relating to the Department of Water and Power ofthe City of Los Angeles Power System Variable Rate Demand Revenue Bonds, 2001 Series B and Approving Certain Related Documents and Actions Resolution No WHEREAS, the Board of Water and Power Commissioners of the City of Los Angeles (the "Board") has authorized the issuance of Department of Water and Power of the City of Los Angeles Power System Variable Rate Demand Revenue Bonds, 2001 Series B (the "Series B Bonds"), pursuant to Resolution No (the "Master Resolution"), adopted by the Board on February 6, 200 I, and Resolution No. 4598, adopted by the Board on February 6, 2001, as such Resolution No was amended by Resolution No adopted by the Board on April3, 200 I (as so amended the "Second Supplemental Resolution," and, together with the Master Resolution, the "Bond Resolution"); WHEREAS, in connection with the issuance of the Series B Bonds, the Board authorized the execution and delivery by the Department of Water and Power of the City of Los Angeles (the "Department") of one or more 200 1B Credit Support Instruments (capitalized terms used in this Resolution and not otherwise defined shall have the meanings given such terms in the Bond Resolution) in order to provide funds to pay the Purchase Price of Series B Bonds tendered or deemed tendered for purchase under the Bond Resolution and not remarketed;

17 JANUARY 21,2014, 9:27A.M. Page 17 WHEREAS, the Department has redeemed the Series B Bonds, Subseries B-4, so that the only Series B Bonds which remain Outstanding under the Bond Resolution are the Series B Bonds Subseries B-1, Subseries B-2, Subseries B-3, Subseries B-5, Subseries B-6, Sub series B-7 and Subseries B-8; WHEREAS, the Department has entered into separate standby bond purchase agreements with each of (i) Wells Fargo Bank, National Association and (ii). Royal Bank of Canada, acting through its WFC, New York, Branch, which standby bond purchase agreements are the current 200 IB Credit Support Instruments for the Series B Bonds; WHEREAS, each such 2001B Credit Support Instrument expires on January 16, 2015; WHEREAS, in order to take advantage of currently favorable market conditions, -the Department desires to terminate the 2001 B Credit Support Instruments prior to their expiration dates, pursuant to their terms; WHEREAS, on the terms and conditions set forth in the Bond Resolution, the Department may at any time provide one or more substitute 2001B Credit Support Instruments for the 2001B Credit Support Instrument then in effect with respect to the Series B Bonds of any Subseries; WHEREAS, the Board desires to authorize the execution and delivery of a substitute 2001B Credit Support Instrument with respect to Subseries B-1 and Subseries B-3 of the Series B Bonds; WHEREAS, the substitute 2001B Credit Support Instrument for such Subseries consists of a standby bond purchase agreement ("Standby Bond Purchase Agreement No. I") with Royal Bank of Canada ("Royal Bank"), acting through its WFC, New York, Branch, in substantially the form on file with the Secretary of the Board (the "Secretary"); WHEREAS, the Board desires to authorize the execution and delivery of a substitute 2001 B Credit Support Instrument with respect to Sub series B-2 of the Series B Bonds; WHEREAS, the substitute 2001B Credit Support Instrument for such Subseries consists of a standby bond purchase agreement ("Standby Bond Purchase Agreement No.2") with Royal Bank, in substantially the form on file with the Secretary; WHEREAS, the Board desires to authorize the execution and delivery of a substitute 2001 B Credit Support Instrument with respect to Subseries B-5, Subseries B-6, Subseries B-7 and Sub series B-8 of the Series B Bonds;. WHEREAS, such substitute 2001B Credit Support Instrument for such Subseries consists of a standby bond purchase agreement ("Standby Bond Purchase Agreement No.3" and, together with Standby Bond Purchase Agreement No. 1 and Standby Bond Purchase Agreement No.2, the "Standby Bond Purchase Agreements") with Barc1ays Bank PLC ("Barclays" and, together with Royal Bank, the "Liquidity Providers"), in substantially the form on file with the Secretary; WHEREAS, in connection with Standby Bond Purchase Agreement No.3, the Department will enter into a fee letter (the "Fee Letter") with Barclays, in substantially the form on file with the Secretary; WHEREAS, the Department desires to appoint Wells Fargo Bank, National Association ("Wells Fargo") to serve as remarketing agent for the Sub series B-3 Bonds and to enter into a remarketing agreement (the "Wells Fargo Remarketing Agreement") with Wells Fargo, in substantially the form presented to this meeting and on file with the Secretary; WHEREAS, the Department desires to appoint Barc1ays Capital Inc. ("Barclays Capital") to serve as remarketing agent for the Sub series B-5 Bonds and to enter into a remarketing agreement (the "Barclays Remarketing Agreement") with Barc1ays Capital, in substantially the form presented to this meeting and on file with the Secretary;

18 JANUARY 21,2014, 9:27A.M. Page 18 WHEREAS, the Department desires to appoint RBC Capital Markets, LLC ("RBCCM LLC") to serve as remarketing agent for the Subseries B-7 Bonds and to enter into a remarketing agreement (the "RBCCM LLC Remarketing Agreement") with RBCCM LLC, in substantially the form presented to this meeting and on file with the Secretary; and WHEREAS, the Department has prepared a reoffering memorandum (the "Reoffering Memorandum"), the current form of which is on file with the Secretary, to be used by De La Rosa & Co., Goldman, Sachs & Co., Wells Fargo Bank, National Association, Barclays Capital Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Morgan Stanley & Co. LLC (collectively, the "Remarketing Agents") in connection with the remarketing ofthe Series B Bonds; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES: Section 1. Each Standby Bond Purchase Agreement, in substantially the form on file with the Secretary, and the performance by the Department of its obligations under each Standby Bond Purchase Agreement delivered pursuant to this Resolution, are hereby approved and adopted. The General Manager, the Chief Financial Officer and the Assistant Auditor of the Department (each a "Designated Officer"), acting singly, is hereby authorized and directed, in the name and on behalf of the Department, to execute and deliver to the applicable Liquidity Provider and to U.S. Bank National Association, as paying agent for the Series B Bonds (the "Paying Agent"), the Standby Bond Purchase Agreement with such Liquidity Provider relating to the Subseries of the Series B Bonds described above, in substantially said form, subject to approval as to form and legality by the Office of the City Attorney of the City of Los Angeles (the "City Attorney"), with such immaterial changes; insertions and deletions therein as the City Attorney may approve, such approval to be conclusively evidenced by the City Attorney's stamp as to form and legality; provided, however, that the stated term of each Standby Bond Purchase Agreement shall not be for a period longer than three years and the economic terms of each executed Standby Bond Purchase Agreement shall not be less favorable to the Department, in the opinion of the Designated Officer, than the form on file with the Secretary. Section 2. The Fee Letter, in substantially the form on file with the Secretary, and the performance by the Department of its obligations under the Fee Letter delivered pursuant to this Resolution, is hereby approved and adopted. Each Designated Officer, acting singly, is hereby authorized and directed, in the name and on behalf of the Department, to execute and deliver to Barclays and to the Paying Agent, the Fee Letter with Barclays relating to Standby Bond Purchase Agreement No.3, insubstantially said form, subject to approval as to form and legality by the City Attorney, with such immaterial changes, insertions and deletions therein as the City Attorney may approve, such approval to be conclusively evidenced by the City Attorney's stamp as to form and legality; provided, however, that the term of the Fee Letter shall not be for a period longer than three years and any fees payable to Barclays under the Fee Letter shall not exceed the amounts set forth in the form on file with the Secretary. Section 3. The Reoffering Memorandum, in substantially the form on file with the Secretary, is hereby approved. Each Designated Officer, and each of the President and Vice President of the Board, acting singly, is hereby authorized and directed to make changes to the form of the Reoffering Memorandum approved by this Resolution to conform to updated information and changed circumstances (so long as such updated information and changed circumstances do not change the financing parameters set forth in the Bond Resolution or this Resolution) which occur prior to distributing such Reoffering Memorandum. The distribution (including distribution in electronic form) to the Remarketing Agents and the use by the Department and the Remarketing Agents of the Reoffering Memorandum in connection with the remarketing of the Series B Bonds are hereby authorized and approved. Each Designated Officer, and each of the President and Vice President of the Board, acting singly, is hereby authorized to execute the Reoffering Memorandum and any amendment and/or supplement thereto contemplated by the remarketing agreement entered into by the Department with each Remarketing Agent. The delivery to the Remarketing Agents of the executed Reoffering Memorandum and the distribution by the Remarketing Agents of the Reoffering Memorandum, and any such amendment or supplement, are hereby authorized and approved.

19 JANUARY 21,2014, 9:27A.M. Page 19 Section 4. Each Designated Officer, acting singly, is hereby authorized and directed, in the name of and on behalf of the Department, to effect the substitution of the Standby Bond Purchase Agreements for the existing 2001 B Credit Support Instruments, including, without limitation, the distribution, execution and delivery of the Standby Bond Purchase Agreements and the Reoffering Memorandum, and the carrying out of the terms of such documents. Each Designated Officer, acting singly, is hereby further authorized and directed, in the name of and on behalf of the Department, to (a) draw demands on the Power Revenue Fund for the payment of obligations arising from and in connection with the transactions authorized by this Resolution and any agreements approved or authorized hereby, including but not limited to costs and expenses of rating agencies such as Moody's, Standard and Poor's and Fitch or any future rating agency then rating the Series B Bonds, any fees, costs or expenses owed to a Liquidity Provider for Series B Bonds or the Remarketing Agents and any fees, costs and expenses relating to the preparation, printing and distribution of the Reoffering Memorandum, (b) execute all certificates and other instruments necessary or appropriate to effect the execution and delivery of the Standby Bond Purchase Agreements and the substitution of the Standby Bond Purchase Agreements for the existing 2001 B Credit Support Instruments and (c) perform such ministerial acts that are necessary in order to carry out the authority conferred by this Resolution and by the Bond Resolution or to evidence said authority and its exercise. Section 5. The Wells Fargo Remarketing Agreement, in substantially the form on file with the Secretary, and the performance by the Department of its obligations thereunder, are hereby approved and adopted. Each Designated Officer, acting singly, is hereby authorized and directed, in the name of and on behalf of the Department, to execute and deliver to Wells Fargo the Wells Fargo Remarketing Agreement, in substantially said form, subject to approval as to form and legality by the City Attorney, with such immaterial changes, insertions and deletions therein as the City Attorney may approve, such approval to be conclusively evidenced by the City Attorney's stamp as to form and legality. Section 6. The Barclays Remarketing Agreement, in substantially the form on file with the Secretary, and the performance by the Department of its obligations thereunder, are hereby approved and adopted. Each Designated Officer, acting singly, is hereby authorized and directed, in the name of and on behalf of the Department, to execute and deliver to Barclays Capital the Barclays Remarketing Agreement, in substantially said form, subject to approval as to form and legality by the City Attorney, with such immaterial changes, insertions and deletions therein as the City Attorney may approve, such approval to be conclusively evidenced by the City Attorney's stamp as to form and legality. Section 7. The RBCCM LLC Remarketing Agreement, in substantially the form on file with the Secretary, and the performance by the Department of its obligations thereunder, are hereby approved and adopted. Each Designated Officer, acting singly, is hereby authorized and directed, in the name of and on behalf of the Department, to execute and deliver to RBCCM LLC the RBCCM LLC Remarketing Agreement, in substantially said form, subject to approval as to form and legality by the City Attorney, with such immaterial changes, insertions and deletions therein as the City Attorney may approve, such approval to be conclusively evidenced by the City Attorney's stamp as to form and legality. Section 8. Each Designated Officer, acting singly, is hereby authorized and directed, in the name of and on behalf of the Department, to take all actions necessary to amend existing remarketing agreements with the Remarketing Agents in order to carry out the authority conferred by this Resolution.