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166 MEMPHIS LIGHT, GAS & WATER DIVISION OFFICIAL MINUTES Meeting Time: February 17, 2011 at 3:00 P.M. Meeting Location: Board Room, Fifth Floor, Administration Building, Memphis, Tennessee The meeting was called to order by Chairman Cobbins at 3:05 p.m. The Pledge of Allegiance was recited. The Acting Secretary called the roll. The following Board Members were present: Darrell T. Cobbins, Chairman; Dedrick Brittenum, Jr., Vice Chairman; Rick Masson; V. Lynn Evans; and Steve Wishnia. The following staff members were present: Jerry R. Collins, Jr., President and CEO; Cheryl Patterson, Vice President and General Counsel; Nick Newman, Vice President, Construction and Maintenance; Christopher Bieber, Vice President, Customer Care; Alonzo Weaver, Vice President, Engineering and Operations; Von W. Goodloe, Vice President, Human Resources; and Richard Bowker, Acting Vice President and Chief Technology Officer. Due to the absence of John McCullough, Dana Jeanes was Acting Secretary. Commissioner Wishnia moved that after personally reading and reviewing the typed minutes of the Memphis Light, Gas and Water Board meeting held February 3, 2011, that they be recorded as the official record, seconded by Commissioner Evans and unanimously carried.

167 MINUTES OF MEETING OF FEBRUARY 17, 2011 (Continued) The Acting Secretary acknowledged receipt of Certified Copies of City Council Resolutions dated February 15, 2011, Items 10 through 20, which were approved by the Board at its meeting held January 20, 2011. (See Minute File No.1337). GENERAL STATEMENTS FROM THE PUBLIC: 1. Mr. Rudolph Jones, 4836 Canada Road, addressed the Board regarding condemnation of easement at Canada Road and SR-1. (See Minute File No. 1338 for handout). PRESENTATIONS: 1. 2010 Lifesaver of the Year Award Jennifer Balink of Lifeblood presented the 2010 Lifesaver of the Year Award. Chairman Cobbins and President Collins accepted the award on behalf of MLGW. Constance Shaw of MLGW was recognized. 2. United Way Check Allena Hutcheson of MLGW presented Mr. Reginald Green of United Way with a check in the amount of $643,378.00. Mr. Green thanked President Collins, Nick Newman and all of the MLGW employees for their continued support of United Way. The original of the resolutions and documents relating to each item is filed in the vault on the fifth floor of the MLGW Administration Building, 220 South Main. The original documents shall control in the event of any conflict between the description in these minutes and the original documents. Review of the Consent Agenda was moved from the 1:30 p.m. President s Briefing to the 3:00 p.m. Board meeting. CONSENT AGENDA 1. Resolution approving Change No. 6 to Contract No. 11061, Wireless Telephone Services, with AT&T Mobility in the funded amount of $118,101.02. (This change increases the contract value in the amount of $66,434.36 to fulfill the current term. In addition, this extends the current contract for a 60-day period, April 3, 2011 to June 1, 2011, in the amount of $51,666.66 to allow time for a new contract to be executed).

MINUTES OF MEETING OF FEBRUARY 17, 2011 (Continued) 168 2. Resolution approving the selection of Cohen & Steers, a preferred equity investment manager, to manage approximately $32,000,000.00 for benefit of the MLGW Retirement and Pension Fund. 3. Resolution approving and adopting the revised Procurement Complaint and Appeals Process as the official rules governing the procedures for procurement complaints and appeals to be heard by the Board of Light, Gas and Water Commissioners. (See Minute File No. 1338). 4. Resolution approving and adopting the revised Rules of Procedure as the official rules governing the procedures of the meetings of the Board of Light, Gas and Water Commissioners. (See Minute File No. 1338). 5. Resolution approving Change No. 5 to Contract No. 11217, Temporary Services, with Manpower, Inc., with no increase in contract value. (This change is due to a 20-cent increase in bill rate from the previous year due to a raise in unemployment rates which resulted in the increase of employer taxes effective January 3, 2011). 6. Resolution approving Change No. 5 to Contract No. 11220, Temporary Services, with Kelly Services, Inc., in the funded amount of $218,006.00. (This change increases the contract value to meet the 2011 estimated temporary service needs totaling $645,206.00, of which $218,006.00 is being requested. The remaining $427,200.00 will be absorbed from the current contract amount). 7. Resolution amending the MLGW PPO Medical Plan Document as stipulated by the Patient Protection and Affordable Care Act (PPACA), as amended by the Health Care and Education Reconciliation Act of 2010. 8. Resolution awarding contract for Novell maintenance and new software licenses to Novell, Inc., in the amount of $314,859.43.

169 MINUTES OF MEETING OF FEBRUARY 17, 2011 (Continued) 9. Resolution awarding 60-month blanket contract for Wonderware software support to Insource Software Solutions, Inc., in an amount not to exceed $117,487.10. APPROVAL OF CONSENT AGENDA: MOTION: SECOND: Commissioner Wishnia Vice Chairman Brittenum ROLL CALL: AYES: Commissioner Evans Commissioner Masson Commissioner Wishnia Vice Chairman Brittenum Chairman Cobbins CONSENT AGENDA OTHER BUSINESS: Chairman Cobbins asked President Collins to update the Board on recent economic developments. The President stated Electrolux and Mitsubishi are moving to Shelby County, and MLGW is intimately involved with bringing industry to Memphis and Shelby County. Vice Chairman Brittenum inquired about the status of the healthcare package. President Collins advised that a final and best meeting is being held tomorrow with one of the vendors. Happy Birthday wishes were extended to Vice Chairman Brittenum. Commissioner Wishnia requested an update on the latest JD Power Survey. President Collins stated that MLGW first became involved in the electric commercial survey in 2009 and was last in the country. In 2010, MLGW s score improved 41 points which was one of the most improved utilities in the country. In this last survey, MLGW gained 36 additional points, making MLGW one of the top five most-improved utilities in the country relative to this score.

MINUTES OF MEETING OF FEBRUARY 17, 2011 (Continued) 170 There being no further business, the meeting was adjourned at 3:42 p.m. SEE MINUTE FILE NO. 1338. WITHOUT INTERLINEATION CHAIRMAN These Minutes Compiled by Undersigned and are Correct. Acting Secretary