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Los Angeles, California, February 1,2011 MINUTES OF REGULAR MEETING OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES HELD IN ROOM 1555-H FEBRUARY 1,2011 10:22 A.M. Meeting called to order by President Thomas S. Sayles and roll called: Present - Commissioners: President Sayles Eric Holoman Christina E. Noonan Jonathan Parfrey Absent- None IN ATTENDANCE were the following: Ronald O. Nichols, General Manager Aram H. Benyamin, Senior Assistant General Manager - Power System, Power System Joseph Brajevich, Assistant General Counsel, Water and Power, City Attorney's Office Richard M. Brown, General Counsel, Water and Power, City Attorney's Office Thomas M. Erb, Director of Water Resources, Water System Matthew M. Lampe, Chieflnformation Officer, Information Technology Services Division James B. McDaniel, Senior Assistant General Manager - Water System, Water System Lorraine Paskett, Senior Assistant General Manager - Sustainability Programs and External Affairs Raman Raj, Chief Operating Officer Ann M. Santilli, Interim Chief Financial Officer, Financial Services Organization Michael S. Webster, Power Engineering Manager, Power System Planning and Development, Power System Cecilia K.T. Weldon, Chief Administrative Officer ITEM NO.1 - Opening remarks were made by the Commission President on agenda and other items relating to Department operations. ITEM NO.2 - A reportlbriefing was given by the General Manager. ITEM NO.3 - Comments and/or requests from Commissioners were made during the Board meeting relating to Department operations, including: Commissioner Noonan - Requested staff to contact the Department of Airports regarding water conservation measures at LAX, and to provide a follow-up report. Commissioner Sayles - Requested on future presentations on Urban Water Management Plan, to provide costs for the different sources of water. Commissioner Noonan - (IRP Material Review) - Inquired as to the materials used for the infrastructure improvements: How is the Department assessing cost and reliability of materials used for such items as plastic piping? The Department should outreach to the private sector to get a fair and unbiased opinion on where the Department should invest their money.

Los Angeles, California, February 1,2011 WATER AND POWER

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Page 1: Los Angeles, California, February 1,2011 WATER AND POWER

Los Angeles California February 12011

MINUTES OF REGULAR MEETING OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

HELD IN ROOM 1555-H FEBRUARY 12011

1022 AM

Meeting called to order by President Thomas S Sayles and roll called

Present - Commissioners President Sayles Eric Holoman Christina E Noonan Jonathan Parfrey

Absent- None

IN ATTENDANCE were the following

Ronald O Nichols General Manager Aram H Benyamin Senior Assistant General Manager - Power System Power System Joseph Brajevich Assistant General Counsel Water and Power City Attorneys Office Richard M Brown General Counsel Water and Power City Attorneys Office Thomas M Erb Director of Water Resources Water System Matthew M Lampe Chieflnformation Officer Information Technology Services Division James B McDaniel Senior Assistant General Manager - Water System Water System Lorraine Paskett Senior Assistant General Manager - Sustainability Programs

and External Affairs Raman Raj Chief Operating Officer Ann M Santilli Interim Chief Financial Officer Financial Services Organization Michael S Webster Power Engineering Manager Power System Planning and

Development Power System Cecilia KT Weldon Chief Administrative Officer

ITEM NO1 - Opening remarks were made by the Commission President on agenda and other items relating to Department operations

ITEM NO2 - A reportlbriefing was given by the General Manager

ITEM NO3 - Comments andor requests from Commissioners were made during the Board meeting relating to Department operations including

Commissioner Noonan - Requested staff to contact the Department of Airports regarding water conservation measures at LAX and to provide a follow-up report

Commissioner Sayles - Requested on future presentations on Urban Water Management Plan to provide costs for the different sources ofwater

Commissioner Noonan - (IRP Material Review) - Inquired as to the materials used for the infrastructure improvements How is the Department assessing cost and reliability of materials used for such items as plastic piping The Department should outreach to the private sector to get a fair and unbiased opinion on where the Department should invest their money

=--------~-=-=---~=--- -__---- ---------- ---------_-

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 2

ITEM NO4 - The Secretary presented the opportunity for the public to address the Board on items of interest to the public that are within the subject matter jurisdiction of the Board

AN ANNOUNCEMENT was made regarding technical correction to Item No 21 correcting the tenn of the Agreement from 6 years to 10 years

Written recommendations approved by the General Manager transmitting the following resolutions approved as to fonn and legality by the City Attorney

Commissioner Parfrey moved adoption of the following thirty-one resolutions approved as to fonn and legality by the City Attorney

ITEM NO8 - Authorizes award of Specification No 227 for Services for Pile Drilling Placement and Extraction Fully Operated and Maintained to Beryl Lockhart Enterprises for a total amount not to exceed $2918268 for a tenn of one year with two optional one-year periods Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 19355

WHEREAS this contract is to furnish Services for Pile Drilling Placement and Extraction Fully Operated and Maintained and

WHEREAS Beryl Lockhart Enterprises is the only bidder under Specification No 227 and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Water System recommends that Beryl Lockhart Enterprises be awarded a contract under Specification No 227

NOW THEREFORE BE IT RESOLVED that Beryl Lockhart Enterprises is awarded Contract No 227 for a total amount not to exceed $291826800 which includes all optional periods for a tenn of one-year with two optional one-year periods under Specification No 227 approved as to fonn and legality by the City Attorney and on file with the Secretary of the Board

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 the LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the tenns of this contract awarded pursuant to Contract No 227 and this resolution

ITEM NO9 - Authorizes award of Specification No N-231 to Furnish Deliver Parts Components Equipment and Accessories for Repair and Replacement of Wallace and Tieman Chlorination and Chemical Feed Systems to Siemens Water Technologies Corporation for a total amount not to exceed $4518750 for a tenn ofone year with two optional one-year periods Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Water System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 3

RESOLUTION NO 19356

WHEREAS through a competitive bid process the Los Angeles Department of Water and Power (LADWP) sought to furnish and deliver parts components equipment and accessories for repair and replacement of Wallace and Tieman Chlorination and Chemical Feed Systems under Specification No N-231 and

WHEREAS LADWP received one bid from Siemens Water Technologies Corporation (Siemens) which was determined to be non-responsive for taking exceptions to LADWPs terms and conditions in the areas of payment delivery ownership ofmaterials warranty and import duties and

WHEREAS LADWP entered into negotiations with Siemens which resulted in Siemens agreeing to retract all their exceptions and fully comply with LADWPs terms and conditions as specified and

WHEREAS LADWPs Water System recommends a negotiated contract be awarded to Siemens under Specification No N-231

NOW THEREFORE BE IT RESOLVED that Siemens is awarded a negotiated contract for a total amount not to exceed $451875000 for a period of one year and two one-year optional periods under Specification No N-231 approved as to form and legality by the City Attorney and on file with the Secretary of the Board and

BE IT FURTHER RESOLVED that the President or 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 of the Board be and they are hereby authorized and directed to execute said contract for and on behalfof the Department of Water and Power and

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No N-231 and this resolution

ITEM NO 10 - Authorizes award of Specification No 232 to Furnish and Deliver Aggregate for Concrete and Other Uses to Granite Construction Company for a total amount not to exceed $1197240 for a term ofone year with one optional one-year period Submitted by Chief Operating Officer and Chief Administrative Officer

RESOLUTION NO 19357

WHEREAS Granite Construction Company is the lowest bidder for Group A Items I through 117 for Specification No 232 and

WHEREAS No award is recommended for Group B Items 118 through 122 since two bidders were found to be non-responsive due to not making a Good Faith Effort and two bidders bid material only and did not include hauling charges in accordance with Specification 232 and

WHEREAS LADWPs Joint System recommends award of this contract for Group A only

NOW THEREFORE BE IT RESOLVED that Granite Construction Company is awarded the contract for Group A for a total amount not to exceed $119724000 for a term of one year with one optional one-year extension approved as to form and legality by the City Attorney and on file with the Secretary of the Board and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 4

BE IT FURTHER RESOLVED that the President or 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 of the Board be and they are hereby authorized and directed to execute said contract for and on behalf of the Department of Water and Power and

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water and Power Revenue Funds in accordance with the terms of this contract awarded pursuant to Specification No and this resolution

ITEM NO 11 - Authorizes award of Specification No 240 to Furnish and Deliver Liquid Zinc Orthophosphate to Carus Corporation for a total amount not to exceed $2242579 for a term of one year with one optional one-year period Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 19358

WHEREAS Carus Corporation is the lowest complying bidder under Specification No 240 and

WHEREAS this contract is to furnish and deliver Liquid Zinc Orthophosphate and the Los Angeles Department of Water and Powers (LADWP) Water System recommends award of this contract

NOW THEREFORE BE IT RESOLVED that Carus Corporation is awarded the contract for a total amount not to exceed $224257900 for a term of one year with one optional one-year extension under Specifications No 240 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 240 and this resolution

BE IT FURTHER RESOLVED that the President or Vice President or the General Manager or such person as the General Manager shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary ofthe Board are hereby authorized and directed to execute said contract for and on behalf of LADWP

ITEM NO 12 - Authorizes award of Specification No 249 to Furnish and Deliver Douglas Fir Poles Through-Bored Pressure Treated with Pentachlorophenol-in-Petroleum Oil to McFarland Cascade Holdings Inc for a total amount not to exceed $8280564 for a term of one year with two optional one-year periods Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 19359

WHEREAS McFarland Cascade Holdings Inc is the lowest bidder under Specification No 249 and

WHEREAS this contract is to furnish and deliver Douglas Fir poles through-bored pressure treated with pentachlorophenol-in-petroleum oil and the Los Angeles Department of Water and Powers (LADWP) Power System recommends award of this contract

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 5

NOW THEREFORE BE IT RESOLVED that McFarland Cascade Holdings Inc is awarded the contract for a total amount not to exceed $828056400 for a term ofone year with two one-year optional years under Specification No 249 approved as form and legality by the City Attorney and on file with the Secretary of the Board

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

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Power Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 249 and this resolution

ITEM NO 13 - Authorizes award of Specification No 267 to Furnish and Deliver General Office Supplies and Products to Office Depot for a cooperative purchase with the City of Los Angeles Department of General Services Contract No 59239 for a total amount not to exceed $3999999 for a term of one year with two optional one-year periods Submitted by Chief Operating Officer and Chief Administrative Officer

RESOLUTION NO 19360

WHEREAS Office Depot Business Services Division (Office Depot) was awarded Contract No 59239 with the City of Los Angeles (City) for General Office SuppliesIProducts and

WHEREAS the Los Angeles Department ofWater and Power (LADWP) desires to contract for General Office SupplieslProducts and

WHEREAS Section 1 015( a)8 of the City of Los Angeles Administrative Code allows for the utilization of other governmental contracts through Cooperative Purchasing Agreements and

WHEREAS LADWP seeks to award a cooperative purchase on City Contract No 59239 with Office Depot through Specification No 267 for a total amount not to exceed $399999900 for a period of one year and two one-year optional periods commencing upon execution by all parties

NOW THEREFORE BE IT RESOLVED that Specification No 267 is 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 President or 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 of the Board be and they are hereby authorized and directed to execute said contract for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water and Power Revenue Funds in accordance with the terms of this cooperative contract with Office Depot Inc

ITEM NO 14 - Authorizes award of Specification No 7283 for the Construction ofThree Artesian Wells for the 1600 Acre-Feet Memorandum ofUnderstanding Project to Best Drilling and Pump Inc for a total amount not to exceed $471086 for a one-time spot purchase Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Water System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 6

RESOLUTION NO 19361

WHEREAS Best Drilling and Pump Inc is the lowest bidder under Specification No 7283 for construction of three Artesian Wells for the 1600 acre-feet Memorandum ofUnderstanding Project and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Water System recommends award of this contract and

WHEREAS LADWPs Water System is requesting a 15 percent contingency due to unforeseen and changed field conditions which may include unknown subsurface conditions unstable soils provisions for environmental restrictions and mitigations and restrictions imposed by other agencies

NOW THEREFORE BE IT RESOLVED that pursuant to City Charter Section 1022 the Board finds that it is more feasible to have the work performed by outside services because the work proposed in the contract requires knowledge skills and professional expertise that are not currently available in LADWP

NOW THEREFORE BE IT RESOLVED that Best Drilling and Pump Inc is awarded the contract for a total amount not to exceed $47108600 which includes a 15 percent contingency for a one-time spot purchase under Specification No 7283 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms of these contracts awarded pursuant to Specification No 7283 and this resolution

BE IT FURTHER RESOLVED that the President or 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 of the Board be and they are hereby authorized and directed to execute said contracts for and on behalfLADWP

ITEM NO 15 - Authorizes award ofCooperative Purchase Agreement No47001 for Flame Retardant Clothing and Program Management Services to Program Management International Inc for a cooperative purchase with Sacramento Municipal Utility District Contract No 4500057047 for a total amount not to exceed $3783950 Contract expires November 162011 Submitted by Chief Operating Officer Senior Assistant General Manager - Power System and Chief Administrative Officer

RESOLUTION NO 011-175

WHEREAS Program Management International was awarded Contract No 4500057047 with the Sacramento Municipal Utility District (SMUD) for Flame Retardant (FR) Clothing and Program Management Services and

WHEREAS the Los Angeles Department of Water and Power (LADWP) desires to contract for FR Clothing and Program Management Services and

WHEREAS Section 371 (e)(8) ofthe City Charter allows for the utilization ofother governmental contracts through Cooperative Purchasing Agreements and

WHEREAS LADWP seeks to award a cooperative purchase on SMUD Contract No 4500057047 with Program Management International Inc through Agreement No 47001 in an amount not to exceed $3783950 commencing upon execution by all parties and with an expiration date to be coterminous with the expiration of SMUD Contract No 4500057047 which expires November 162011

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 7

NOW THEREFORE BE IT RESOLVED that Agreement No 47001 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Program Management International Inc be and the same is hereby approved

BE IT FURTHER RESOLVED that pursuant to Los Angeles City Charter Section 1022 such services covered by this Agreement require specialized and unique expertise and can be performed more feasibly by an independent contractor than by City employees

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 accordance with the terms of this cooperative contract with Program Management International Inc

BE IT FURTHER RESOLVED that the President or Vice President or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or Acting Secretary of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalf of the LADWP

ITEM NO 16 - Authorizes execution of Agreement No 47996 with RRM Design Group to provide architectural and engineering design consultant services for a pre-engineered office and maintenance building for Harbor Generating Station The total amount of this agreement is not to exceed $261467 for a term of two years with a one-year option to renew Submitted by Chief Operating Officer and Senior Assistant General Manager Power System

RESOLUTION NO 011-176

WHEREAS LADWP is required to provide needed office space and to consolidate maintenance and repair operations at the Harbor Generating Station as agreed in a JointlLabor Management meeting and

WHEREAS on May 122010 LADWP released a Request for Proposal RFP 297-10 seeking proposals from qualified and experienced firms to provide architectural and engineering design consultant services for a pre-engineered office and maintenance building for the Harbor Generating Station and six (6) proposals were received in response to the RFP and

WHEREAS LADWP evaluated the six proposals submitted in response to the RFP and based on the evaluation criteria and interviews RRM Design Group was selected as being the best qualified firm and

WHEREAS RRM Design Group has reviewed the services to be provided in accordance with Agreement No 47996 and represents that they have the qualifications expertise skills and abilities to perform such services and

WHEREAS LADWP proposes to enter into Agreement No 47996 with RRM Design Group for design services for a pre-engineered office and maintenance building for two (2) years with a one-year renewal option for a total contract amount not to exceed $261467 which includes a contingency of$12450

NOW THEREFORE BE IT RESOLVED that Agreement No 47996 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between the Department of Water and Power of the City of Los Angeles (LADWP) and RRM Design Group be and the same is hereby approved

BE IT FURTHER RESOLVED that pursuant to Charter Section 1022 such services covered by this Agreement are for expert design services with an emphasis on Leadership in Energy and Environmental Design (LEED) requirements which requires knowledge and skills that are not available within the Department

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 8

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment ofthe obligations arising under this Agreement

BE IT FURTHER RESOLVED that the President or Vice President 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 of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalf ofLADWP

ITEM NO 17 - Authorizes execution of Amendment No1 to Agreement No 47961 with KEMA Inc for an additional increase of $4500000 and Agreement No 47963 with Capgemini for an additional increase of $1500000 to hire design experts for LADWPs Department of Energy American Recovery and Reinvestment Act Awarded Smart Grid Demonstration Program The Amendment increases the term of both contracts by six months Submitted by Chief Operating Officer Senior Assistant General Manager Power System and ChiefAdministrative Officer

RESOLUTION NO 011-177

WHEREAS Los Angeles Department of Water and Power (LADWP) entered into Agreement No 47961 with KEMA Inc (KEMA) and Agreement No 47963 with Capgemini America Inc (Capgemini) both on or about June 12010 and

WHEREAS LADWP proposes to increase the limit of the KEMA Agreement by $4500000 from $3300000 with a total not-to-exceed limit of $7800000 and increase the limit of the Capgemini Agreement by $1500000 from $2200000 with a total not-to-exceed limit of $3700000 and increase the term of both the KEMA Agreement and the Capgemini Agreement from thirty (30) to thirty-six (36) months

NOW THEREFORE BE IT RESOLVED that Amendment No1 to Agreement No 47961 between LADWP and KEMA and Amendment No1 to Agreement No 47963 between LADWP and Capgemini (collectively the Amendments) each approved as to form and legality by the City Attorney and filed with the Secretary of the Board be and the same are hereby approved

BE IT FURTHER RESOLVED that pursuant to City Charter Section 1022 the Board finds that the services in the Amendments can be performed more feasibly by independent contractors than by LADWP or City employees

BE IT FURTHER RESOLVED that the Board finds that pursuant to City Charter Section 371 (e)(2) that utilizing a competitive process for the Amendments would not be practicable because the Amendments consist of professional and expert services of a temporary and occasional character and because of time constraints under the Department of Energy Smart Grid Grant

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 Acting Secretary of the Board be and they are hereby authorized empowered and directed to execute the Amendments

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 Agreements and the Amendments

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 9

ITEM NO 18 - Authorizes Renewal ofAgreement No 47722-8 with Bentley Systems Incorporated to provide Maintenance Services for Bentley Software License and Maintenance The total amount not to exceed $350000 for the one year renewal for the fourth year Submitted by Chief Operating Officer Senior Assistant General Manager Power System and Chief Administrative Officer

RESOLUTION NO 011-178

WHEREAS the Los Angeles Department of Water and Power (LADWP) Board of Commissioners (Board) requires a sole source Agreement with Bentley Systems Inc (Bentley) to provide maintenance services for the Microstation Software (Microstation) and all other Bentley software tools to maintain enhance and provide proprietary products and services including software maintenance software upgrades technical support services training and renewal of licenses over a period of three (3) years with four (4) one-year renewable options for total expenditures not exceeding $3135716 and

WHEREAS the cost of services included into the one-year extension are not to exceed $350000 and

WHEREAS Bentley Software is part of the LADWPs Computer Aided Design System and is a pivotal component of operations and maintenance for electrical services to the citizens of the City ofLos Angeles (City) and

WHEREAS on the Board at its January 22 2008 meeting passed a resolution that any exercise of any renewal options be approved by the Board prior to its execution and

WHEREAS staff respectfully request that this Board reconsider the previous Boards action and to now simply delegate the authority to exercise the renewal options to the General Manager for the remaining three (3) option years of this agreement at one-year intervals not to exceed a total of$I155000 to stay consistent with other similar software maintenance contracts renewal practice

NOW THEREFORE BE IT RESOLVED that the Board approves the one-year renewal of Agreement No 47722-8 not to exceed $350000 for the fourth year approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between the LADWP and Bentley to provide proprietary professional expert and technical services licensing and software maintenance for Bentley software in the Power System and

BE IT FURTHER RESOLVED that pursuant to Section 1022 of the City Charter the Board finds that such services can be performed more economically or feasibly by independent contractors than by LADWP or City employees due to proprietary nature of the software provided and

BE IT FURTHER RESOLVED that the President or Vice President of the Board the General Manager or such person as the General Manager shall designate in writing and the Secretary the Assistant Secretary or Acting Secretary of the Board are hereby authorized and directed to execute Agreement No 47722-8 for and on behalf of the LADWP and

BE IT FURTHER RESOLVED the Board delegates to the General Manager the authority exercise the remaining three (3) renewal option years of this agreement at one year intervals and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of LADWP upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under said Agreement

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 10

ITEM NO 19 - Recommends approval ofPower Purchase Agreement with PacifiCorp and the City ofLos Angeles DWP No BP 10-011 to purchase wholesale energy and provide station power to Magnum Holdings LLC The estimated revenue for LADWP is $105850 for a term ofthree years Submitted by Chief Operating Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 011-179

WHEREAS PacifiCorp which provides retail electric service in the State ofUtah desires to purchase wholesale energy from the Los Angeles Department of Water and Power (LADWP) and

WHEREAS PacifiCorp (dba Rocky Mountain Power) provides retail electric service under the supervision of the Utah Power Service Commission within its franchised service territories in the State of Utah and

WHEREAS PacifiCorp desires to use the Wholesale Electric Service purchase from LADWP to provide electric service to a retail customer and

WHEREAS PacifiCorp and LADWP desire to enter into an Agreement pertaining to the purchase and sale ofwholesale electric service and

WHEREAS the term of the Agreement shall take effect on the date PacifiCorp provides written notice to LADWP that it has received all regulatory approvals necessary to provide retail electric service to the retail customer described in the Agreement for a term of three years

NOW THEREFORE BE IT RESOLVED that the Power Purchase Agreement (Agreement) DWP No BP 10-011 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and PacifiCorp is hereby approved

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund over the term of the Agreement in payment of the obligations incurred if any

BE IT FURTHER RESOLVED that the President or the Vice President of this Board or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Agreement for and on behalf ofLADWP

ITEM NO 22 - Authorizes execution of Geothermal Lease Agreement No I LADWP No BP 10-010 with the Southern California Public Power Authority for consideration with the modifications including an increase acreage from 2950 acres to 3110 acres and further clarification of Section 23 Council approval by ordinance is required Submitted by Chief Operating Officer and Senior Assistant General Manager Power System

RESOLUTION NO 011-180

WHEREAS the Board of Water and Power Commissioners (Board) conditionally approved Geothermal Lease Agreement No1 LADWP No BP 09-028 Resolution No 010-100 on September 152009 subject to amending the MOU to include a provision to incorporate the Los Angeles Department of Water and Powers (LADWP) procurement policies and procedures for all contracts related to the Exploration Structure Due Diligence Effort and Exploratory work and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 11

WHEREAS the City Council disapproved the Boards action on September 152009 under Resolution No 010-100 authorizing the execution of a 35-year Geothermal Lease Agreement with the Southern California Public Power Authority (SCPP A) as referenced in Council File No 09-2517 because the City Administrative Office recommended a Fiscal Review and Assessment Summary of the cost analysis and potential impacts of the project and

WHEREAS LADWP resubmits Geothermal Lease Agreement No1 LADWP No BP 10-010 between LADWP and SCPPA for consideration with the modifications proposed by the Board and City Council and two additional changes including an increase acreage from 2960 acres to 3110 acres and further clarification ofsection 23

NOW THEREFORE BE IT RESOLVED that Geothermal Lease Agreement No1 LADWP Agreement No BP 10-010 approved as to form and legality by the City Attorney and filed with the Secretary of the Board is hereby approved subject to City Council approval

BE IT FURTHER RESOLVED that Resolution No 010-100 adopted by the Board on September 152009 providing for the conditional approval oflease agreement between LADWP and SCPPA LADWP No BP 09-028 for feasibility exploration and potential development ofLADWP-owned property is hereby rescinded

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person as the General Manager or Acting General Manager shall designate in writing is authorized empowered and directed to execute said Geothermal Lease Agreement No1 for and on behalfofLADWP

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person as the General Manager or Acting General Manager shall designate in writing is authorized empowered and directed to execute all necessary exhibits related to Geothermal Lease Agreement No1 as the case may be for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the ChiefAccounting Employee is authorized and directed upon proper certification to accept all revenue generated from Geothermal Lease Agreement No1 and to calculate and record any offsets or credits against such revenue which directly arises from any obligations owed by LADWP in connection with or related to said agreement

ITEM NO 23 - Authorizes the Revision to the Green Book Section 1B2aii Technical Appendix by including the Table 1B2-2 dated June 22 2010 Revision to the list ofwells exempted from linkage to vegetation sites and that are not subject to the automatic well turnshyoffprovisions of the Water Agreement Submitted by ChiefOperating Officer and Senior Assistant General Manager Water System

RESOLUTION NO 011-181

WHEREAS the Los Angeles Department ofWater and Power (LADWP) is a party to the Agreement between the County of Inyo and the City of Los Angeles and its Department of Water and Power on a Long Term Groundwater Management Plan for Owens Valley and nyo County (Water Agreement) and

WHEREAS the technical appendix to the Water Agreement is known as the Green Book and

WHEREAS the Water Agreement and Green Book include provisions for the automatic turnshyoff of groundwater production wells for the protection ofgroundwater dependent vegetation and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 12

WHEREAS the Inyo CountylLos Angeles Technical Group is empowered by the Water Agreement to exempt certain town supply wells irrigation supply wells fish hatchery wells enhancementmitigation project supply wells and other wells not affecting areas with groundwater dependent vegetation as exempt from the automatic turn-off provisions of the Water Agreement and Green Book and

WHEREAS from time to time since the Water Agreement was signed the Inyo County Los Angeles Technical Group has exercised its authority to exempt wells for the aforementioned reasons and

WHEREAS the list of exempt wells currently included in Green Book Section IB2aii does not accurately reflect all of the wells exempted by the Inyo CountylLos Angeles Technical Group and

WHEREAS for the purpose of revising the list of exempt wells in Green Book Section LB2aii the Inyo CountylLos Angeles Technical Group has prepared the attached Table IB2-2 dated June 22 2010 which accurately reflects the current listing of wells permanently exempted by the Technical Group from the automatic turn-off provision of the Water Agreement and

WHEREAS Section XXV ofthe Water Agreement requires the agreement ofLADWP and the Inyo County Board of Supervisors in order to modify the Green Book

NOW THEREFORE BE IT RESOLVED that the Board ofWater and Power Commissioners agrees to modify the Green Book by including the attached Table IB2-2 dated June 22 2010 in Green Book Section LB2aii

BE IT FURTHER RESOLVED a statement affirming that a complete listing of exempt wells is contained in the June 22 2010 Table IB2-2 will be added to Green Book Section LB2aii

ITEM NO 24 - Authorizes submission of Grant Application to the United States Department of the Interior Bureau ofReclamations WaterSMART Water and Energy Efficiency Grants for Fiscal Year 2011 The application is $1000000 for the CommerciallIndustrial Drought Resistant Landscape Incentive Program Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-182

WHEREAS the United States Department of the Interior Bureau of Reclamation (BOR) has approximately $27 million in funding available for the WaterSMART Water and Energy Efficiency Grants for Fiscal Year 2011 which assists irrigation and water districts United States Territories States in the West and other local entities with water delivery authority in leveraging their money and resources by cost sharing with BOR on projects that save water improve energy efficiency address endangered species and other environmental issues and facilitate transfers to new uses and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Commercial Industrial Landscape Drought Resistant Landscape Incentive Program (CI Landscape Program) conserves water by providing incentives to commercial industrial and multi-family customers to replace turf with California-friendly drought-resistant plants and low-volume irrigation and

WHEREAS CI Landscape Program contributes to a sustainable water supply for Los Angeles and

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WHEREAS by reducing the amount of replacement water imported from other sources including the Sacramento-San Joaquin Delta the CI Landscape Program reduces the amount of energy used to convey water to users in Los Angeles

WHEREAS the CI Landscape Program has converted 1868119 square feet of turf saving 46535174 gallons ofwater (14281 AF) per year to date

WHEREAS LADWP desires to apply for grant funding in order to expand the CI Landscape Program as detailed in the funding plan and schedule in the application and

WHEREAS the BOR requires approval ofan agencys governing body for each grant funding application

NOW THEREFORE BE IT RESOLVED that an application be made to the BOR for a Water and Energy Efficiency Grant The LADWP is hereby authorized to enter into an agreement to receive a grant for the Project

BE IT FURTHER RESOLVED that the Board of Water and Power Commissioners designates the Senior Assistant General Manager - Water System or his designee (registered engineers) to prepare all necessary data file such application and enter into a grant funding agreement with the BOR and hereby authorizes the Director of Water Resources or his designee (registered engineers) to approve Claims for Reimbursement and to sign performance reports required by a grant funding agreement

ITEM NO 25 - Authorizes LADWPs General Manager to Execute Agreement No R 04310 with the California State Lands Commission (CSLC) allowing LADWP to reimburse reasonable costs incurred by CSLC for application processing and enviromnental documentation associated with the preparation ofa Master Plan for the Owens Lakebed Total costs to LADWP is estimated to be $1003084 with a term of three years Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-183

WHEREAS in March 2010 the Los Angeles Department ofWater and Power (LADWP) initiated a broad collaborative project with diverse interest groups to develop a Master Plan for the Owens Lakebed and

WHEREAS the Master Plan will focus on dust mitigation water efficiency methods habitat and wildlife and potential renewable energy development and

WHEREAS LADWP as part of construction of the Owens Lake Dust Mitigation Program has implemented dust mitigation measures and constructed facilities on certain portions of Owens Lakebed on sections of State land under the jurisdiction of the California State Lands Commission (CSLC) and

WHEREAS CSLC who owns over ninety percent of the Owens Lakebed is a key interest group participating in the development of the Master Plan and has approval authority over the plan and

WHEREAS under Agreement No R 04310 between CSLC and LADWP CSLC has estimated the total cost in processing the application and preparation of enviromnental documents for the Master Plan to be $835903 and the duration is from April 12010 through March 30 2013 with CSLCs cost of construction compliance and mitigation monitoring to be determined as the project progresses and

WHEREAS LADWP is requesting a 20-percent contingency fund to cover the anticipated construction compliance and mitigation monitoring costs bringing the total authorized fund to $1003084 and

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WHEREAS Agreement No R 04310 would allow LADWP to reimburse reasonable costs incurred by CSLC for application processing environmental documentation and construction compliance and mitigation monitoring associated with the preparation ofa Master Plan for Owens Lakebed

NOW THEREFORE BE IT RESOLVED that Agreement No R 04310 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between the Department of Water and Power of the City ofLos Angeles and California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of costs of the California State Lands Commission as stipulated under Agreement No R 04310 up to the total amount of $1003084 and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratifY and execute said Agreement No R 043101 for and on behalf of the LADWP

ITEM NO 27 - Authorizes execution of Memorandum ofAgreement with the Los Angeles Department ofPublic Works Bureau of Sanitation the Los Angeles Department ofPublic Works Bureau of Street Services and The River Project to develop and construct the Woodman Avenue Multi-Beneficial Stormwater Capture Project The total project cost estimate is $3396750 ofwhich LADWP is contributing $1200000 for project funding and $150000 for Grant administration Construction completion is scheduled for November 2012 Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-184

WHEREAS the City ofLos Angeles (City) possesses the right to the surface waters of the Los Angeles River its tributaries and the native groundwater ofthe San Fernando Basin in accordance with the California Superior Courts Judgment dated January 26 1979 in The City oLos Angeles vs City oSan Fernando et al Case No 650079 and

WHEREAS local groundwater has historically comprised approximately 15 percent of the Citys water supply which is partially dependent upon replenishment from stormwater flows and

WHEREAS LADWP desires to optimize the use oflocal water resources including stormwater and groundwater to reduce the Citys dependence on imported water supplies and

WHEREAS LADWP is committed to pursuing opportunities to maximize groundwater recharge to sustain and augment the long-term reliability of the Citys groundwater supply in the San Fernando Basin and

WHEREAS LABOS is a bureau of the municipally owned Los Angeles Department ofPublic Works responsible for collecting cleaning and recycling solid and liquid waste including stormwater and urban runoff and

WHEREAS LABSS is a bureau of the municipally owned Los Angeles Department ofPublic Works responsible for street and alley construction and maintenance and

WHEREAS TRP is a non-profit 501(c)(3) organization dedicated to watershed protection conservation and enhancement in Los Angeles County TRP authored the TujungaJPacoima Watershed Plan and has extensive experience studying the Tujunga Watershed and its comprehensive environments and

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WHEREAS LADWP LABOS and TRP are committed to pursuing opportunities to enhance water conservation stormwater capture improve water quality and increase open space and

WHEREAS LADWP LABOS and TRP have jointly identified Woodman Avenue located in the San Fernando Valley as a unique opportunity to capture treat and infiltrate a significant volume ofstormwater runoff on an annual basis and

WHEREAS LADWP LABOS LABSS and TRP wish to enter into the proposed Memorandum of Agreement (MOA) to develop and construct the Woodman Avenue Multishybeneficial Stormwater Capture Project (Project) and

WHEREAS the Project will result in the capture treatment and infiltration ofan estimated 80 acre-feet of stormwater per year and

WHEREAS the estimated Project costs are $3396750 and

WHEREAS LADWP in partnership with LABOS and TRP was awarded $1646750 by the 2008 CALFED Watershed Grant Program for the Project and

WHEREAS LABOS has agreed to fund the project management engineering design and construction management of up to a maximum of $400000 and

WHEREAS LADWP has agreed to provide up to $1200000 for construction and $150000 for staff support and

NOW THEREFORE BE IT RESOLVED that the proposed MOA between and among LADWP LABOS LABSS and The River Project (TRP) for the Woodman Avenue Multishybeneficial Stormwater Capture Project (Project) approved as to form and legality by the City Attorney and filed with the Secretary of the Board be and the same is hereby approved and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in the amount of $1 200000 for the construction work proposed under this MOA that has been budgeted under Fiscal Year 2011-12

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Memorandum of Agreement for and on behalf of LADWP

ITEM NO 28 - Adopts the Initial Study and Mitigated Negative Declaration for the Woodman Avenue Multi-Beneficial Stormwater Capture Pilot Project approving the Project and authorizing its construction The cost ofthis project is estimated to be $3396750 with an estimated duration of four years Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-185

WHEREAS the City ofLos Angeles Department of Water and Powers (LADWP) Watershed Management Group and the City of Los Angeles Bureau of Sanitations (LABOS) Watershed Protection Division in partnership with the non-profit group The River Project have identified Woodman Avenue located in the San Fernando Valley as a unique opportunity to capture treat and infiltrate a significant volume of stormwater runoff on an annual basis and

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WHEREAS LADWP proposes to implement the Woodman Avenue Multi-Beneficial Stonnwater Capture Pilot Project (Project) to help recharge the groundwater table improve water quality and alleviate local flooding along the 7700 block ofWoodman Avenue and

WHEREAS LADWP prepared an Initial StudylNegative Declaration (ISIMND) for the proposed Project and circulated this document for public review from December l3 2010 to January 142011 and

WHEREAS a Notice of Intent to Adopt an MND was published in the Los Angeles Times and mailed to interested persons and agencies

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners of the City ofLos Angeles (Board) recognizes that a study was made ofthe potential environmental effects of the proposed Project including its construction and operation This study is embodied in the ISMND on file with the Secretary of this Board and is incorporated in this Resolution and made a part hereof

BE IT FURTHER RESOLVED that the Board recognizes the ISMND identifies the following impacts that are potentially significant unless mitigation is incorporated and proposes the following mitigation measures and a program for implementation and monitoring

Potential Mitigation Recommended Mitigation PeriodMethod Implementation Impact Measure of Implementation Monitor

No

Cultural Resources I Itispossibletl1at CUL-I Should archaeological or paleontological During constructio Project

subsurface resources be encountered during earth- Construction archaeological or moving activities (Le grading and Manager will be paleontological resource excavation) a qualified archaeologist ando responsible for may be present within paleontologist shall be retained and shall implementation the project area implement procedures for temporarily andLADWP

halting or redirecting work to permit the Environmental sampling identification and evaluation of Services will the resources as appropriate Ifthe provide resources are found to be significant the compliance archaeologist andor paleontologist shall oversight determine appropriate actions in cooperation with the City of Los Angeles shyfor preservation andor data recovery If human remains are discovered the Los Angeles County Coroner shall be contacted the area of the find shall be protected and provisions of State CEQA Guidelines Section 150645 shall be followed

Hazards and Hazardous Materials Temporary lane closures HAZ-I A Traffic Control Plan will be prepared and Prior to and during Project and other public right-of will include notification ofsurrounding construction Construction way construction emergency service providers including the Manager will be activities could impair adjacent Kaiser Permanente Medical Center responsible for implementation of or As part of the plan emergency service implementation physically interfere with providers will be notified prior to andLADWP an adopted emergency construction and provided information Environmental response plan regarding lane closures construction Services will

schedule driveway blockages etc A plan t( provide maintain or accommodate essential compliance emergency access routes eg plating over oversight excavations use of detours etc will be developed and implemented

Noise Constructive activity NOI-l Project specifications shall restrict Prior to and during Project could result in temporaI) construction to normal work days and hours construction Construction exposure of persons to (as per LAMC Section 4110) and shall Manager will be excessive noise and require the construction contractor to responsible for vibration develop and implement a Noise Mitigation implementation

Plan to include the use ofmuftlers shields andLADWP sound barriers andor other noise reduction Environmental devices or techniques as feasible during Services will operation ofconstruction equipment Two provide weeks prior to the onset of construction compliance

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of construction notification of the location timing and duration of the proposed construction shall be provided to adjacent residents and businesses (within a V mile radius from the project site) and Kaiser Permanente Panorama City

oversight

Transportation and Traffic Temporary lane closures TR-l and other public right-of way construction activities could affect vehicle traffic and other modes of transportation beyond acceptable levels

A Traffic Control Plan will be prepared and approved by the City prior to the beginning ofconstruction Emergency service providers (fire police and ambulance) and Kaiser Pemlanente Panorama City shall be notified prior to construction to communicate information regarding lane closures construction schedule driveway blockages etc and to develop a plan to maintain or accommodate essential emergency and patient access routes eg plating over excavations use of detours effect on existing bus stop etc

Prior to construction

Project Construction Manager will be responsible for implementation andLADWP Environmental Services will provide compliance oversight

BE IT FURTHER RESOLVED that this Board further fmds that with the implementation of the above mitigation measures potential impacts to cultural resources hazards and hazardous materials noise and transportation and traffic will be less than significant

BE IT FURTHER RESOLVED that this Board certifies that the ISIMND has been prepared in compliance with California Environmental Quality Act that it has reviewed and considered the information contained in the ISIMND and that the ISIMND reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board finds on the basis of the whole record before it including the IS that there is no substantial evidence that the Project will have a significant effect on the environment

BE ITFURTHER RESOLVED that this Board adopts the ISIMND and approves the Project

BE IT FURTHER RESOLVED that LADWP shall file a Notice ofDetermination with the Los Angeles City Clerk and the Los Angeles County Clerk within five working days after deciding to approve the Project

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of tIe record of proceedings for this project

ITEM NO 29 - Approves Addendum No 1 to the Mitigated Negative Declaration for the Geotechnical Investigation for the North Haiwee Dam No2 Project Further a Notice of Determination is authorized to be filed with the Inyo County Clerk Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-186

WHEREAS LADWP proposes to implement the Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS LADWP prepared an Initial StudylMitigated Negative Declaration (ISIMND SCH 2003091085) for a similar project at the same location in April 2004 titled Geotechnical Investigations at North Haiwee Dam Project and

WHEREAS the City of Los Angeles Board of Water and Power Commissioners (Board) adopted the ISIMND and approved the implementation of the Geotechnical Investigations at North Haiwee Dam Project on July 6 2004 and

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WHEREAS an Addendum which addresses the proposed modifications to the previously adopted ISIMND has been prepared titled Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS CEQA Guideline section 15164(b) allows a lead agency to prepare an addendum to an MND as follows

An addendum to an adopted negative declaration may be prepared ifonly minor technical changes or additions are necessary or none of the conditions described in Section 15162 calling for the preparation of a subsequent EIR or negative declaration have occurred

WHEREAS CEQA Guideline section15162 requires a subsequent negative declaration under the following circumstances

(a) When an EIR has been certified or a negative declaration adopted for a project no subsequent ErR shall be prepared for that project unless the lead agency determines on the basis of substantial evidence in the light of the whole record one or more of the following

(1) Substantial changes are proposed in the project which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects

(2) Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous ErR or Negative Declaration due to the involvement ofnew significant environmental effects or a substantial increase in the severity of previously identified significant effects or

(3) New information of substantial importance which was not known and could not have been known with the exercise ofreasonable diligence at the time the previous ErR was certified as complete or the Negative Declaration was adopted shows any of the following

A) The project will have one or more significant effects not discussed the previous EIR or negative declaration or

B) Significant effects previously examined will be substantially more severe than shown in the previous ErR or

C) Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project but the project proponents decline to adopt the mitigation measure or alternative or

D) Mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce one or more significant effects on the environment but the project proponents decline to adopt the mitigation measure or alternative

NOW THEREFORE BE IT RESOLVED that the City of Los Angeles Board of Water and Power Commissioners (Board) recognizes that a study of the proposed changes to the previously adopted ISIMND was made and the associated environmental effects assessed for the proposed Geotechnical Investigations for the North Haiwee Dam No2 Project This study is embodied in the Addendum on file with the Secretary ofthis Board This Board has reviewed and considered the information contained in such document which is incorporated in this Resolution and made a part hereof

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 19

BE IT FURTHER RESOLVED that this Board makes the following fIndings and determinations with respect to the proposed project

bull An Addendum was prepared which analyzed the potential environmental impacts associated with the construction and operation ofthe proposed project

bull As demonstrated in the environmental analysis of the currently proposed project modifIcations none of the conditions described in CEQA Guideline section 15162 calling for the preparation ofa subsequent EIR or negative declaration have occurred The proposed project modifIcations would not result in any additional signifIcant impacts nor would it increase the severity ofpreviously identifIed signifIcant impacts Therefore it can be concluded that pursuant to CEQA Guideline section 15164(b) the proposed project modifIcations are only minor technical changes or additions and as such an addendum to the 2004 MND for the Geotechnical Investigations at North Haiwee Dam Project may be prepared

Below is the proposed Mitigation Monitoring and Reporting Plan (MMRP) for the proposed Addendum This MMRP includes mitigation measures from the previously approved 2004 ISIMND as well as proposed changes to it in order to enhance its effectiveness Underline denotes a new measure while strikeout indicates a removed measure

Air Quality

bull The project specifIcations shall incorporate the applicable provisions of the Great Basin Valleys Air Pollution Control District Fugitive Dust Rule (Rule 401) provided below

A person shall take reasonable precautions to prevent visible particulate matter from being airborne under normal wind conditions beyond the property from which the emission originates Reasonable precautions include but are not limited to

1 Use where possible of water for control ofdust in trenching and boring operations

2 Application of water on dirt roads material stockpiles

3 Use ofwater chemicals chuting venting or other precautions to prevent particulate matter from being airborne in handling dusty materials to open stockpiles and mobile equipment and

4 Maintenance of roadways in a clean condition

bull The contractor shall discontinue construction activities during fIrst and second-stage smog alerts

Biological Resources

bull To compensate for the permanent loss ofhabitat LADWP will preserve Mohave ground squirrel habitat (Habitat Management Lands) at a 3 1 ratio at a location approved by CDFG Funding for the long-term management ofthe land preserved also is required LADWP and CDFG will negotiate the per-acre cost ofmanaging the lands to be preserved and fee title or conservation easement shall be granted to CDFG or other CDFG-approved non-profIt entity

Alternatively the preservation ofMohave ground squirrel habitat could be accomplished through elimination ofcattle grazing on lands owned by LlDWP in Jnyo County vvithin the geographic range ofMohave ground squirrel andor restomtion ofnative vegetation within the range and in habitat suitable for Mohave ground squirrel on LADWP public or state lands in Jnyo County In either case LADWP

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U~~~fer e title or a cOflservatiofl easemeflt oler the Habitat ManagemeBt Laads to ~rt~rms approved by the CDFG AlteFflatit-ely the traflsfer mad be to

another public entity or not profit corporation appro led by the CDFG d t) approed by the CDFG 1lfrer erms

bull A pre-construction environmental education program shall be conducted for all persons working on the project The education program shall include identification of sensitive biological resources on-site terms and conditions of the Incidental Take Permit and the California Endangered Species Act

bull Impacts to sanicle cyrnopterus shall be avoided where feasible through project redesigIl In particular Trench T 2 contains hve clusters of sanicle cyrnopterus If redesigIl of Trench T 2 to atOid impacts to sanicle cymopterus is not feasible a mitigation plan shall be negotiated with and approed by CDFG

bull Sanicle cymopterus populations near proposed geotechnical testing sites shall be flagged by a qualified biologist prior to testing activities and avoided by project personnel

bull A qualified biological monitor familiar with sanicle cymopterus shall be on-site during testing activities in the vicinity of this species

bull Project boundaries shall be clearly delineated prior to construction Existing roads shall be used to the greatest extent possible All project-related parking and equipment storage shall be confined to previously disturbed areas

bull A qualified biological monitor familiar with Mohave ground squirrel shall be on-site to monitor trenching and boring activities

bull Trash and food items shall be removed from the site daily and disposed ofproperly to avoid attracting ravens a common predator of the Mohave ground squirrel

bull Ramps shall be provided in trenches to allow animals to escape

bull All temporarily affected areas that were previously vegetated shall be restored with native plant species to accelerate recovery

bull During construction and at the completion of construction activities monthly and final compliance reports shall be provided to CDFG documenting the effectiveness of mitigation measures and the level of take associated with the project

bull Water from well-pump testing shall be discharged to the ground in Mohave ground squirrel habitat areas

bull Because project activities will disturb Mohave ground squirrel habitat in a recognized core area for the species land acquisition to compensate for habitat loss should focus on private or BLM disposal lands within the CosoOlancha core area ELM disposal lands west of the North Haiwee Dam (828 acres) are within the CosoOlancha core area and should be considered the top priority mitigation lands If land acquisition is not possible or proves difficult in CosoOlancha core area then land should be acquired in one ofthe following alternative areas (listed in order ofpreference)

1 In the Little Dixie Wash core area Kern County 2 In the corridor connecting the CosoOlancha core area and the Little Dixie Wash

core area 3 Adjacent to the CosoOlancha core area in Inyo County and 4 In the corridor connecting the Little Dixie Wash core area and the Edwards Air

Force Base Core Area in Kern County

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bull An authorized biologist or monitor shall guide project equipment around active ground squirrel burrows to reduce the likelihood of taking individual Mohave ground squirrels and minimize habitat disturbances

bull If a live Mohave ground squirrel is unearthed during project activities the Authorized Biologist shall rescue the squirrel and if it is the squirrels active period release it at least 50 meters from project activities If it is the squirrels dormant period then the biologist should construct an artificial burrow at least 50 meters from project activities and place the squirrel in the artificial burrow

bull Individual Joshua trees shall be avoided to the greatest extent possible Compensation for impacts to Joshua tree woodland shall be negotiated with CDFG prior to groundshydisturbing activities

bull Compensation for impacts to Mohave riparian forest shall be negotiated with CDFG prior to ground-disturbing activities

In addition to ensure that project impacts to other special-status wildlife species and Jurisdictional Waters and Wetlands would be mitigated to less than significant the following additional mitigation measures are recommended

bull Conduct pre-construction protocol surveys for desert tortoise Pre-construction surveys should be conducted no more than 30 days prior to construction operations Standard protocol language includes Protocol surveys for desert tortoise will follow the guidelines for linear projects stipulated in the Pre-Project Field Survey Protocol for Potential Desert Tortoise Habitats (USFWS 2010) As stated in this guideline a 10 meter wide belt that transects with 100 percent coverage would be conducted in all habitats capable of supporting the desert tortoise within the project area Ifneither tortoises nor sign are encountered during the Action Area surveys three additional 10 meter belt transects at 200 meter intervals parallel to the project area will be surveyed Surveys for determination of presence or absence are restricted to the desert tortoises active period which is April through Mayor September through October and at temperatures below 40 degrees Celsius

bull Should a desert tortoise burrow be observed during pre-construction surveys and the end is not visible the burrow should be scoped for tortoise occupancy All unoccupied burrows should be collapsed Should a live desert tortoise be observed during preshyconstruction surveys above- or below ground desert tortoise fencing must be installed around project work areas excluding access roads Tortoise fencing will avoid occupied burrows iffound Fence installation will require two desert tortoise clearance surveys within the exclusion area prior to beginning construction operations Any tortoises found within the exclusion fence the exclusion fence will be re-designed to exclude the tortoise from the project work area No handling of tortoises is permitted

bull A biological monitor is recommended for the duration ofproject construction operations Should a tortoise be observed during construction operations project activities will temporarily cease in the immediate area and allow the tortoise to move on its own accord

bull In accordance with federal and California State Endangered Species Acts the contractor shall immediately report all observations of desert tortoise or any listed species to LADWP Environmental Services and take care not to take or harass the species A LADWP Environmental Service Representative will inform appropriate federal and State resource agency personnel of the sighting

bull Implement pre-construction surveys and construction monitoring to minimize impacts to badger

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bull For any construction activities scheduled to occur during the nesting season (typically February 15 to July 31) pre-construction surveys should be conducted to identify any nesting birds If active nests are identified determine whether proposed activities within 200 feet could cause found nests to fail

Cultural Resources

bull Trenching boring and well locations in areas outside ofpreviously surveyed areas such as T -7 (EDA W 2003b) require a pedestrian archaeological survey and ifapplicable a record search prior to construction activities All activities shall be located to avoid historic and archaeological resources

bull Trenching and boring locations shall be located to avoid known historic or archaeological resources-in particular the historic and cultural resources at Trenches T-4 and T-5 and the geotechnical borings in and around CA-INY-22435703 CA-INYshy4591H HD-CS-OOIH (now CA-INY-6574) HD-CS-005H CA-INY-6575 (formerly HD-CS-002H) CA-INY-6577 and CA-INY-6585 shall be flagged for avoIdance A qualified archaeologist shall be retained to assist with determining acceptable location parameters for these trenches and borings The archaeologist is authorized to delineate the loci of the existing resources at Trenches T -4 and T -5 by use ofsmall-shovel test pits

bull A qualified cultural resources monitor shall be on-site during ground-disturbing activities at the adjusted Trench T-4 and T-510cations and at the borings in and around known cultural resources The cultural resources monitor shall have the authority to halt or redirect construction ifnew significant cultural resources are found

BE IT FURTHER RESOLVED that this Board fmds that with the implementation of the above mitigation measures potential impacts to air quality biological resources and cultural resources will be less than significant

BE IT FURTHER RESOLVED that this Board has reviewed and considered the information as contained in the proposed Addendum and that the Addendum reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board adopts the Addendum requires implementation of the mitigation measures adopts the Mitigation Monitoring and Reporting Plan approves the Geotechnical Investigations for the North Haiwee Dam No2 Project and approves the payment for permit and mitigation costs associated with this project

BE IT FURTHER RESOLVED that LADWP shall file a Notice of Determination with the Inyo County Clerk that finds that this Board has adopted the Addendum for the project that the Board has required implementation of the mitigation measures for the project that the Board has adopted the Mitigation Monitoring and Reporting Plan for the project and that there is no substantial evidence in light of the whole record that the project may have a significant effect on the environment

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of the record of proceedings for this project

ITEM NO 30 - Recommends approval of the Grid Reliability Study dated December 31 2010 that is required per Section 3B3 of the Once-Through-Cooling Policy Upon approval LADWP will fmalize and submit the Study to the State Water Resources Control Board and the Statewide Advisory Committee on Cooling Water Intake Structures Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Power System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 23

RESOLUTION NO 011-187

WHEREAS the Los Angeles Department of Water and Power (LADWP) has an obligation to provide adequate and reliable electricity service to its customers in The City of Los Angeles and

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners approves the Grid Reliability Study (GRS) dated December 31 2010

BE IT FURTHER RESOLVED that LADWP may use this GRS for submission to any agency or entity requiring LADWP to submit a reliability study

ITEM NO 31- Authorizes execution of Amendment No1 to Short Form IRU-12 Lease Agreement (Agreement No FO-500-092007) with Fox Entertainment Group Inc to continue to provide the Indefeasible Right of Use of a certain component of the LADWPs fiber optic network between 10351 Santa Monica Boulevard Los Angeles and Building 101 10201 Pico Boulevard Los Angeles The term ofAgreement is amended to five yeats Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-188

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 subordinate agreement to Optical Fiber Lease Agreement No FO-293-042004 (Master Agreement) between the Department of Water and Power of the City of Los Angeles (LADWP) and Fox Entertainment Group Inc was approved by the General Manager and became effective on January 18 2008 grants to Fox Entertainment Group Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 has an initial term of three (3) years which expired on January 18 2011 and

WHEREAS both the LADWP and Fox Entertainment Group Inc desire to extend the term of Short Form IRU-12 Lease Agreement No FO-500-092007 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No I to Short Form IRU-12 Lease Agreement No FO-500-092007 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Fox Entertainment Group Inc be and the same is hereby approved and ratified

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 the Assistant Secretary or the Acting Secretary ofthe Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 for and on behalfofLADWP

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ITEM NO 32 - Authorizes execution ofAmendment No1 to Short Form IRU-08 Lease Agreement (Agreement No FO-609-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network between One Wilshire 4th Floor MMR or MDF Room 624 South Grand Avenue Los Angeles California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to five years Submitted by ChiefOperating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-189

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-0l2006 (Master Agreement) between the Department ofWater and Power of the City of Los Angeles (LADWP) and Sohonet Inc was authorized by Board Resolution No 010-213 on February 22010 grants Sohonet Inc the Indefeasible Right ofUse ofa certain component ofthe LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 has an initial term of one (1) year which is set to expire on February 16 2011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-08 Lease Agreement No FO-609-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-08 Lease Agreement No FO-609-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 for and on behalfofLADWP

ITEM NO 33 - Authorizes execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement (Agreement No FO-610-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse ofa certain component of the LADWPs fiber optic network between ADS 948 Cahuenga Boulevard Hollywood California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to two years Submitted by Chief Operating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-190

WHEREAS this Short Form IRU-09 Lease Agreement No FO-61O-1212009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-01l2006 (Master Agreement) between the Department of Water and Power ofthe City of Los Angeles (LADWP) and Sohonet Inc was approved by the General Manager and became effective on February 19 2010 grants Sohonet Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 25

WHEREAS this Short Form IRU-09 Lease Agreement No FO-61 0-122009 has an initial term ofone (1) year which is set to expire on February 192011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-09 Lease Agreement No FO-610-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU -09 Lease Agreement No FO-61 0-122009 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 for and on behalfofLADWP

ITEM NO 34 - Authorizes execution ofAmendment No 1 to Purchase Order 49019-1 (New Agreement No 47003) with Phimation Strategy Group for consulting services for change management efforts and training This Amendment increases contract amount by $235750 and extends the contract one year All other contract terms remain the same Submitted by Chief Operating Officer

RESOLUTION NO 011-191

WHEREAS the Los Angeles Department of Water and Power (hereinafter referred to as LADWP) and Phimation Strategy Group (hereinafter referred to as Consultant) entered into a contract wherein Consultant agreed to assist the General Managers Office (GM) to conduct change leadership training and culture change program and

WHEREAS effective September 13 2010 the LADWP and Consultant entered into Purchase Order Agreement No 49019-1 (which together with all amendments and supplements thereto hereinafter shall be referred to as the Agreement) and

WHEREAS the LADWP proposes to execute Amendment No1 to Purchase Order 49019-1 to extend the term through February 122012 and

WHEREAS the LADWP proposes to amend Purchase Order 49019-1 to increase the contract amount from $149000 to $384750 converting the General Manager Award to a Board Award (New Agreement No 47003) and

WHEREAS the amendment is necessary and proper to continue or complete certain activities authorized under the Agreement

NOW THEREFORE BE IT RESOLVED that the LADWP and Consultant agree to amend the Purchase Order Agreement No 49019-1 as follows

Make an administrative change in the Agreement number from 49019-1 to 47003 2 The term ofthe Agreement has been extended through February 122012 3 The total cost ofthe Agreement is increased by $235750 for a maximum expenditure

limit of $384750

1

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 26

4 Add Line Item 002 to read as follows Change Leadership Training and Culture Change Program - Additional Services as described in Service Definition All not-to-exceed $235750

5 Delete and replace terms under Page 2 Service Definition 6 Delete and replace terms described under Pages 2-3 Invoice and Payments 7 Delete terms under Pages 3-4 Itemized Expenses in its entirety 8 Delete and replace terms described under Page 9 Termination

BE IT FURTHER RESOLVED that pursuant to City Charter Section 371 (e)(2) the use of competitive bidding for this agreement is not practicable or advantageous because the work to be performed is of an expert professional temporary and occasional character

BE IT FURTHER RESOLVED the Board finds in accordance with Charter 1022 of the Los Angeles City Charter that the services to be performed under this contract can be more economically and feasibly performed by an independent contractor than by City employees

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under this Agreement and

BE IT FURTHER RESOLVED that the President or 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 of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalfofLADWP

ITEM NO 35 - Awards Amendment No2 to Contract No 969 to Furnish and Deliver Tires and Tubes to TCI Tire Centers LLC for a cooperative purchase with City ofLos Angeles Department of General Services Division Contract No 58289 The amendment will increase the second optional period by $1012595 All other contract tenns shall remain the same Submitted by Chief Operating Officer and Chief Administrative Officer

RESOLUTION NO 19362

WHEREAS TCI Tire Centers LLC was awarded Contract No 969 a cooperative purchase to City ofLos Angeles Department of General Services Division Contract 58289 for furnishing and delivering of tires and tubes and

WHEREAS the Los Angeles Department of Water Power (LADWP) utilizes Contract No 969 to provide routine maintenance to LADWPs motor pool and

WHEREAS LADWPs Joint System recommends Amendment No2 to Contract No 969 with TCI Tire Centers LLC to increase the second optional period by $101259500 to $180000000 and

WHEREAS Contract No 969 is coterminous with the City ofLos Angeles Contract No 58289 which expires on May 31 2011 No additional time is needed

NOW THEREFORE BE IT RESOLVED that Amendment No2 to Contract No 969 is approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee is hereby authorized and directed to draw demands upon the Water and Power Revenue Funds in accordance with the terms of this amendment awarded pursuant to Contract No 969 and this resolution

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 27

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 themiddot Acting Secretary of the Board are hereby authorized and directed to execute said contract for and on behalf ofLADWP

ITEM NO 36 - Authorizes execution ofa Purchase and Sale Agreement ofReal Property at 12655 Garber Street Pacoima California for the Water Systems Garber Street Recycled Water Tank Project for the purchase price of$350000 plus closing and incidental expenses (Real Estate File W-36943) Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-192

W-36943 (Purchase ofFee Property Required for the Garber Street Recycled Water Tank)

WHEREAS the Los Angeles Department of Water and Power (LADWP) would like to acquire a parcel of land (which includes a residence) for the Garber Street Recycled Water Tank and

WHEREAS the LADWP has identified property owned by Jules M Adger (Seller) located at 12655 Garber Street Pacoima California which LADWP desires to acquire and

WHEREAS the Board ofCommissioners of the Los Angeles Department of Water and Power has the authority pursuant to Los Angeles City Charter Section 675(d)(1) to acquire by purchase all real property convenient for LADWP purposes

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners hereby approve substantially as to form the Purchase and Sale Agreement between LADWP and the Seller and

BE IT FURTHERRESOLVED 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 directed and empowered to execute said Purchase and Sale Agreement for and on behalf of the LADWP The Manager ofReal Estate is authorized empowered and directed to execute Escrow Documents and other related documents for and on behalf of the LADWPand

BE IT FURTHER RESOLVED that the Chief Accounting Employee ofLADWP upon proper certification is hereby authorized and directed to authenticate a demand or demands upon the proper revenue fund for payment of the $350000 purchase price plus closing and incidental expenses at least five days prior to the close ofescrow

ITEM NO 37 - Approves payment of $33890899 to the State ofCalifornia Department of Industrial Relations for Workers Compensation Self-Insurance Program administration fees for Fiscal Year 2010-201 L Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-193

WHEREAS the City of Los Angeles Department of Water and Power (LADWP) is selfshyinsured and self-administered for its workers compensation liability

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 28

BE IT RESOLVED that the payment ofWorkers Compensation Self-Insurance Program administration fees for the Fiscal Year 2010-2011 as assessed by the State of California Department of Industrial Relations in their invoice dated November 302010 is $33890899 and pursuant to California Labor Code Sections 625 and 626 is authorized and directed

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to authenticate a demand on the Water Revenue Fund in payment of the above fees arising from the requirements of California Labor Code 625 and 626

ITEM NO 39 - Approves the water quality improvement demand side management reclaimed water and water security expenditures for the twelve month period commencing July 1 2011 Submitted by Chief Operating Officer Interim Chief Financial Officer and

Senior Assistant General Manager - Water System

RESOLUTION NO 011-194

WHEREAS Water Rates Ordinance No 170435 as amended by Ordinance Nos 171639 173017 175964 177968 and 179802 authorizes the recovery of certain qualified Board approved expenditures for Water Quality Improvement Programs through the Water Quality Improvement Adjustment Factor for Demand Side Management and Reclaimed Water Programs through the Water Procurement Adjustment Factor and Water Security costs through the Water Security Adjustment Factor

NOW THEREFORE BE IT RESOLVED that the Board approves Schedules A B C and D which are on file with the Secretary of the Board which describe and identifY (A) water quality expenditures totaling $3374 million (B) demand side management expenditures totaling $310 million (C) reclaimed water expenditures totaling $761 million and (D) water security expenditures totaling $686 million for the twelve-month period from July 1 2011 through June 30 2012

ITEM NO 40 - Authorizes the issuance ofa maximum of $350 million of Water System Refunding Revenue Bonds for the purpose of refinancing higher interest rate bonds with lower interest rate bonds Council approval is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 4831

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMISSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing ofUp to $350000000 Pursuant to Section 609 of The Charter ofThe City ofLos Angeles Through the Issuance of

Revenue Bonds Payable from the Water Revenue Fund

Resolution No- 4831

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City of Los Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power ofthe City of Los Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter of The City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Water Revenue Fund to evidence the indebtedness created by such borrowing

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 29

Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations of the Department payable from the Water Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

THREE HUNDRED FIFTY MILLION DOLLARS ($350000000)

and said Bonds are to be issued in one or more series or sub series at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number of days elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer ofthe Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 ofOrdinance No 172353 of the City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 of Division 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale ofeach series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with respect to the Bonds shall not exceed ten percent ofthe principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 ofthis Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest costfor the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number ofdays elapsed

Section 9 The authorization ofthe issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance ofbonds on account of the Water System heretofore made by resolution of this Board

Section 10 The Secretary ofthis Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices ofthe Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office ofAdministrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 30

ITEM NO 41-Authorizes the issuance ofa maximum of$I5 billion ofPower System Refunding Revenue Bonds to refinance or replace existing Power System Revenue Bonds mostly set with higher interest rates with lower rates thereby lowering LADWPs cost of debt Council approval is required Submitted by ChiefOperating Officer and Interim Chief Financial Officer

RESOLUTION NO 4830

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMSSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing of Up to $1500000000 Pursuant to Section 609 of The Charter of The City of Los Angeles Through the Issuance of

Revenue Bonds Payable from the Power Revenue Fund

Resolution No 4830

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City ofLos Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power of the City ofLos Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter ofThe City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Power Revenue Fund to evidence the indebtedness created by such borrowing

Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations ofthe Department payable from the Power Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

ONE BILLION FIVE HUNDRED MILLION DOLLARS ($1500000000)

and said Bonds are to be issued in one or more series or subseries at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of 365 days for the actual number ofdays elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer of the Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 of Ordinance No 172353 ofthe City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 ofDivision 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale of each series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 31

is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with re~pect to the Bonds shall not exceed ten percent of the principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 of this Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of365 days for the actual number of days elapsed

Section 9 The authorization of the issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance of bonds on account of the Power System heretofore made by resolution of this Board

Section 10 The Secretary of this Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices of the Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office of Administrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

ITEM NO 42 - Authorizes execution of Agreement No 47582 with Dewey amp LeBoeufLLP for Legal Services related to Merger and Acquisition Transactions to divestiture of power assets and the potential acquisition of non-carbon replacement assets The total amount not to exceed $1000000 for a term ofeighteen months Submitted by Chief Operating Officer and General Counsel

RESOLUTION NO 011-195

WHEREAS the Office of the City Attorney (City Attorney) on behalf ofthe Los Angeles Department of Water and Power (LADWP) solicited requests for proposals from law firms to assist the City Attorney in providing LADWP advice and representation in matters related to the Departments merger and acquisition transactions (M amp A) to divestiture ofpower assets and the potential acquisition of non-carbon replacement assets

WHEREAS the City Attorney selected the law finn of Dewey amp LeBoeuf LLP from a competitive bidding process for providing the necessary legal services and

WHEREAS the City Attorney finds that an appropriation of$lOOOOOO for a period of eighteen months is necessary at this time to manage anticipated M amp A transactions

BE IT RESOLVED that in compliance with City Charter Section 1022 the Board of Water and Power Commissioners of the City ofLos Angeles (Board) finds it is more feasible to have the assistance ofoutside counsel due to the complexity of and the expertise required for the aforementioned transactions

BE IT FURTHER RESOLVED the President or 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 of the Board be and they are hereby authorized and directed to execute Agreement No 47582 (or one in substantial form and content as the one submitted herewith as determined by the City Attorney) for and on behalf ofLADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 32

BE IT FURTHER RESOLVED that the Chief Accounting Employee of LADWP upon proper certification be and is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under said Agreement

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 48 - Reports were given by Management concerning matters relating to Department operations as follows

a) Integrated Resource Plan Update (Michael Webster Power Engineering Manager)

b) Renewable Portfolio Standard Project Update

Deemed accepted

c) 2010 Urban Water Management Plan (Tom Erb Director of Water Resources)

Written recommendations approved by the General Manager transmitting the following resolutions approved as to form and legality by the City Attorney

ITEM NO5 - Approval of the minutes of the January 4 2011 regular meeting of the Board of Water and Power Commissioners

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO6 - Authorizes award of Specification No 199 to Furnish and Deliver Meters Cold Positive Displacement Type to Neptune Technology Group Inc for a total amount not to exceed $22692293 for a term of one year with two optional one-year periods Submitted by Chief Operating Officer Senior Assistant General Manager - Water System and Chief Administrative Officer

RESOLUTION NO 19363

WHEREAS this contract is to furnish and deliver Meters Cold Positive Displacement Type and

WHEREAS Neptune Technology Group Inc is the lowest compliant bidder under Specification No 199 and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Water System recommends that Neptune Technology Group Inc be awarded a contract under Specification No 199

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 33

NOW THEREFORE BE IT RESOLVED that Neptune Technology Group Inc is awarded Contract No 199 for a total maximum amount not to exceed $2269229300 which includes all optional periods for a term of one-year with two optional one-year extensions under Specification No 199 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the President or Vice President 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 contract for and on behalf of the LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 199 and this Resolution

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO7 - Authorizes award of Specification No 217 to Furnish and Deliver Broadcaster Network Equipment and Software to Evertz Microsystems Ltd for a total amount not to exceed $4750000 for a term of one year with four optional one-year periods Council approval is required Submitted by Chief Operating Officer and Chief Administrative Officer RESOLUTION NO 19364

WHEREAS the Los Angeles Department of Water and Power (LADWP) identified broadcaster video network service as an innovative growth opportunity serving Los Angeles extensive entertainment industry and developed the VideoMAN infrastructure and

WHEREAS this contract is to furnish broadcaster video network equipment and software providing LADWP with the spares and upgrades to meet the demands for this service and

WHEREAS without a contract the LADWP will not be able to support its existing customers and will suffer customer and revenue loss and

WHEREAS LADWPs Joint System recommends a sole source contract be awarded to Evertz Microsystems Ltd (Evertz) the manufacturer of the original equipment and

WHEREAS this contract combined with previous contracts with Evertz constitutes continued contracting exceeding the three year time period set by Ordinance

THEREFORE BE IT RESOLVED that Evertz Microsystems Ltd is awarded a sole source contract under City Charter Section 371(e)(7) for a total amount not to exceed $475000000 which includes all optional periods for a term of one year with four optional one-year periods under Specification No 217 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to draw demands on the Water and Power Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 217 and this resolution

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 34

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Agreements for and on behalfof LADWP after approval by the Los Angeles City Council pursuant to Administrative Code 105

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 20 - Authorizes execution of Confidentiality Agreement DWP No BP 11-001 with California High-Speed Rail Authority in order to assist in its design and development of the California High Speed Rail Project for a term of three years and at no cost Submitted by Chief Operating Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 011-196

WHEREAS California High Speed Rail Authority (CHSRA) desires to engage in a Cocentidentiality Agreement with the Los Angeles Department of Water and Power (LADWP) to maintain proprietary matters confidential for security purposes and

WHEREAS LADWP and CHSRA recognize that utility infrastructure information must remain confidential for security purposes and

WHEREAS CHSRA needs to review the confidential information ofLADWP to design and develop the California High-Speed Train Project The expiration will be three years from the date ofapproval

NOW THEREFORE BE IT RESOLVED that the Confidentiality Agreement DWP No BP 11-001 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and High Speed Rail Authority be and the same is hereby approved and

BE IT FURTHER RESOLVED that the President or the Vice President of the Board or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized and directed to execute the Agreement for and on behalf of LAD WP

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 21- Authorizes execution ofAmended Memorandum of Understanding on Imperial Valley Geothermal Feasibility and Exploration LADWP No BP 09-025A with the Imperial Irrigation District Southern California Public Power Authority and the Cities of Burbank Glendale Colton and Pasadena The amendment will change a number of provisions in the MOU including adding 160 acres ofLADWP owned property LADWP expenditures will not exceed $18 million and the term is for six years from 2011 to 2016 Submitted by ChiefOperating Officer and Senior Assistant General Manager - Power System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 35

RESOLUTION NO 011-197

WHEREAS the original Memorandum ofUnderstanding (MOU) of Imperial Valley Feasibility and Exploration LADWP No BP 09-025 among the Los Angeles Department of Water and Power (LADWP) Imperial Irrigation District (lID) Cities of Burbank Glendale Colton Pasadena and the Southern California Public Power Authority (SCPPA) was approved by this Board ofWater and Power Commissioners (Board) on September 1 2009 under Resolution No 010-081 and

WHEREAS the Board conditionally approved Geothermal Lease Agreement No1 LADWP No BP 09-028 on September 15 2009 under Resolution No 010-100 upon the prerequisite that LADWP add its procurement policies and procedures to the original MOU and

WHEREAS the lID Board concurrently requested an amendment to the original MOU to incorporate an Exploration Structure Due Diligence Effort as a precondition to its approval of the MOU and

WHEREAS the parties of the original MOU renegotiated the terms and conditions to include an additional 160 acres ofreal property owned by LADWP LADWPs procurement policies and procedures and incorporate a preliminary assessment identified as the Exploration Structure Due Diligence Effort

NOW THEREFORE BE IT RESOLVED that the Amended MOU on Imperial Valley Feasibility and Exploration LADWP No BP 09-025A among LADWP lID Cities of Burbank Glendale Colton Pasadena and SCPP A 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 General Manager or Acting General Manager or such person that the General Manager or Acting General Manager shall designate in writing is hereby authorized and directed to execute the Amended MOU for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the funding for the Imperial Valley Feasibility and Exploration project previously approved by this Board on September 1 2009 under Resolution No 010-081 shall remain in effect subject to the reapportionment identified within the Amended MOU (LADWP No BP09-025A) and related appendices

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person that the General Manager or Acting General Manager designates in writing is hereby authorized to perform all duties and obligations as project manager set forth in the Amended MOU

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising from or related to exploration costs and manage any payment offset or credits for any applicable annual rental payments in accordance with the terms and conditions ofthe Amended MOU on Imperial Valley Feasibility and Exploration (LADWP No BP 09-025A)

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 36

ITEM NO 26 - Authorizes LADWPs General Manager to Execute Amendment No 10 Lease PRC 80799 with the California State Lands Commission allowing LADWP to implement gravel cover as Best Available Control Measures on 203 square miles of area on Owens Lake Total costs estimated to be $165473750 and term is December 102010 to May 1 2019 Submitted by Chief Operating Officer and Senior Assistant General Manager shyWater System

RESOLUTION NO 011-198

WHEREAS the Los Angeles Department of Water and Power (LADWP) as part of construction and implementation of the Owens Lake Dust Mitigation Program (OLDMP) has implemented dust mitigation measures and constructed facilities on portions of Owens Lake on sections of State land under the jurisdiction of the California State Lands Commission (CSLC) and

WHEREAS OLDMP activities have been allowed among other authorizations under Lease PRC 80799 and its nine amendments with CSLC and

WHEREAS LADWP is required by the Great Basin Unified Air Pollution Control District (GBUAPCD) to implement OLDMP Phase 8 gravel cover as Best Available Control Measures by November 6 2012 on certain sections of State land under the jurisdiction of CSLC and

WHEREAS on December 102010 CSLC approved Lease PRC 80799 Amendment No 10 that incorporates activities of the OLDMP Phase 8 into Lease PRC 80799 and

WHEREAS CSLC has sent Lease PRC 80799 Amendment No 10 for execution by the General Manager ofLADWP and

WHEREAS the cost of complying with the lease conditions such as purchase of Carbon OffsetslRenewable Energy Public Trust Value mitigation and Attorneys Fees commitment in Lease PRC 80799 Amendment No10 require the City of Los Angeles Board of Water and Power Commissioners approval and

WHEREAS the cost of complying with the lease conditions is estimated to be $165473750 and

WHEREAS Lease PRC 80799 and the first eight amendments duration is for 20 years and covers LADWPs various dust control measures operations and activities from May 1 1999 to May 12019 and

WHEREAS Lease PRC 80799 Amendment No 9s duration is for three years from June 28 2010 or until such time as a Master Plan for Owens Lake is approved by the CSLC and covers LADWPs tillage dust control measures operations and activities and

WHEREAS Lease PRC 80799 Amendment No 10s duration is from December 102010 to May 12019 and

NOW THEREFORE BE IT RESOLVED that Lease PRC 80799 Amendment No1 0 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between the Department of Water and Power of the City of Los Angeles and the California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratify and execute said lease amendment for and on behalf of the LADWP

Approval moved by Commissioner Parfrey

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 37

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey

Noes None

ITEM NO 38 - A written recommendation was received from the Chief Operating Officer and Interim Chief Financial Officer approved by the General Manager recommending the adoption of a resolution approved as to form and legality by the City Attorney authorizing execution ofAgreement No47002 with P A Consulting Group Inc to analyze and assist the Los Angeles Department ofWater and Power to develop a revenue requirement and rate structure

This item was withdrawn

ITEM NO 43 - Adopts an ordinance by the Council of the City ofLos Angeles transferring surplus money from the Power Revenue Fund to the City Reserve Fund during the 20102011 fiscal year the sum of$258815000 Council approval by ordinance is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 011-199

BE IT RESOLVED

1 That the Charter provides that this Board may after the close ofa fiscal year consent to a transfer of surplus money from the Power Revenue Fund to the Reserve Fund of the City based on audited financial data and

2 That this Board finds and determines after first considering and subject to all covenants made by the Department with respect to transfers from the Power Revenue Fund that there is surplus money in the Power Revenue Fund as of the close of fiscal year 200911 0 and consents to the transfer of $258815000 of said surplus money to the Reserve Fund of the City during fiscal year 201011 and pursuant to the terms ofthis resolution and

3 That this Board does further consent that the Council ofThe City ofLos Angeles adopt an ordinance in words and figures substantially as follows to wit

ORDINANCE NO

An ordinance directing the transfer of surplus money from the Power Revenue Fund of the Department of Water and Power to the Reserve Fund ofThe City of Los Angeles during Fiscal Year 20 WIll

THE PEOPLE OF THE CITY OF LOS ANGELES DO ORDAIN AS FOLLOWS

Section 1 Subject to audited fmancial data for fiscal year ended 200910 and all covenants made by the Department of Water and Power (Department) with respect to transfers from the Power Revenue Fund and subject to there having been and only to the extent that there was surplus money in the Power Revenue Fund at the close of the 200910 fiscal year and subject to the declaration ofconsent adopted by the Board of Water and Power Commissioners it is hereby directed that $258815000 be transferred from the Power Revenue Fund of the Department to the Reserve Fund of the City during the 201011 fiscal year

Section 2 The City Clerk shall certify to the passage of this ordinance and have it published in accordance with Council policy either in a daily newspaper circulated in the City of Los Angeles or by posting for ten days in three public places in the City ofLos Angeles one copy on the bulletin board located in the Main Street entrance to the Los Angeles City Hall

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 38

one copy on the bulletin board located at the Main Street entrance to the Los Angeles City Hall East and one copy on the bulletin board located at the Temple Street entrance to the Los Angeles County Hall ofRecords

BE IT FURTHER RESOLVED that after the adoption of an ordinance as set forth in (3) above the Chief Accounting Employee of this Department is directed upon certification by the General Manager to cause to be transferred $129407000 within 10 days after the effective date of the ordinance in one lump sum payment from the Power Revenue Fund of the Department to the Reserve Fund ofthe City and to cause to be transferred the remaining amount in equal monthly installment payments from the Power Revenue Fund of the Department to the Reserve Fund of the City so that by June 30 2011 $258815000 has been paid Such transfers shall be made only after the City has paid the Power Revenue Fund all monthly charges for power services for which the City was billed by the Department

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 44 - Authorizes execution ofAgreement No WR 10-1030 with the Los Angeles Department ofPublic Works Bureau of Sanitation and West Basin Municipal Water District for Recycled Water Services to the Los Angeles Harbor Area for the design construction and operation of the facilities needed to produce and convey 9300 acre-feet per year of recycled water to LADWPs large industrial and irrigation customers LADWP will fund up to $111979472 for new and existing capital improvements and the initial term ofthirty years which may be extended in increments often years Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-200

WHEREAS one of the primary goals of the Los Angeles Department ofWater and Power (LADWP) is to ensure that the City of Los Angeles (City) has a reliable water supply and

WHEREAS in response to the Citys potable water supply challenges LADWP in 2008 prepared the Water Supply Action Plan titled Securing LAs Water Supply that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

WHEREAS LADWP entered into a 25-year agreement (adopted by the Board under Resolution No 91-0344) with the Los Angeles Department ofPublic Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) on June 3 1991 which allows WBMWD to purchase secondary effluent from the PW BOS Hyperion Treatment Plant (HTP) and in exchange LADWP is allowed to purchase 25000 AFY of tertiary treated Title 22 recycled water from WBMWD at an amount no greater than WBMWDs actual cost to produce and reconvey the recycled water back to LADWP and

WHEREAS WBMWD owns and operates the Juanita Millender-McDonald Carson Regional Water Recycling Plant (CRWRP) located in the City of Carson just north of the LADWP service area and

WHEREAS the Harbor Refineries Recycled Water Pipeline Project currently being constructed will provide the delivery method for recycled water in the Los Angeles Harbor Area to large industrial and irrigation customers and will include a point-of-connection at the Los Angeles City boundary with the City of Carson and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 39

WHEREAS to accomplish delivery of nitrified Title 22 recycled water to Los Angeles Harbor Area customers new treatment facilities need to be constructed at the CRWRP including expansion of the nitrification treatment facilities at the CRWRP as well as the construction of a pipeline in the City of Carson to a point-of-connection at the boundary to the City of Los Angeles and

WHEREAS PWBOS agrees to supply secondary effluent from the HTP to WBMWD and LADWP agrees to purchase tertiary treated disinfected nitrified Title 22 recycled water from WBMWDand

WHEREAS WBMWD has agreed to provide a reliable source of nitrified Title 22 recycled water to the Los Angeles Harbor Area and

WHEREAS the facilities being built by WBMWD and the dedicated current facilities owned by WBMWD to assist LADWP with supplying recycled water will benefit the citizens of Los Angeles for 30 years

NOW THEREFORE BE IT RESOLVED that the proposed Agreement approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP PWBOS and WBMWD be and the same is hereby approved and

BE IT FURTHER RESOLVED that the ChiefAccounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of the obligations arising under this Agreement

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Agreement No WR 10-1030 for and on behalf of LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee will recognize the funds paid to WBMWD to construct to expand and to dedicate WBMWDs assets so as to have the ability to serve LADWP shall be accounted for as a regulatory asset of the Water System that will be amortized over the life of the project which is 30 years

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 45 - Authorizes execution ofAmendment No 1 to Agreement with Los Angeles Public Works Bureau of Sanitation and West Basin Municipal Water District (Resolution No 91-0344) This Amendment supports the City of Los Angeles commitment to maximize the reuse ofwastewater effluent for beneficial reuse The term remain the same Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-201

WHEREAS in response to the City of Los Angeles (City) potable water supply challenges LADWP in 2008 prepared Securing LAs Water Supply a water supply action plan that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 40

WHEREAS LADWP has identified the potential for significant amounts of recycled water usage for industrial purposes in the Los Angeles Harbor Area (Harbor Area) and

WHEREAS there is an existing agreement adopted by the Board under Resolution No 91-0344 (Agreement) among and between LADWP the Los Angeles Department of Public Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) that allows for the conveyance ofsecondary effluent produced at the PWBOS Hyperion Wastewater Treatment Plant (HTP) to the WBMWD Edward C Little Water Recycling Plant (ECL) in EI Segundo California for tertiary treatment and subsequent beneficial reuse and

WHEREAS to provide recycled water to the Harbor Area and to adjacent areas Amendment No 1 to Agreement (Amendment) is necessary to increase WBMWDs secondary effluent wastewater conveyance capability by expanding their existing pump station located at the HTP to a planned ultimate capacity of 70 million gallons per day (MGD) to convey secondary effluent from HTP to ECL and

WHEREAS the PWBOS has the resources and technical expertise to perform wastewater source control pollution prevention and the public outreach activities necessary to comply with all required recycled water regulatory requirements imposed by the State of California Department of Public Health and California Regional Water Quality Control Board and

WHEREAS designating PWBOS as the responsible agency to perform source control will ensure compliance with National Pollution Discharge Elimination Systems permit requirements for which PWBOS will be reimbursed by WBMWD

NOW THEREFORE BE IT RESOLVED that the proposed Amendment approved as to form and legality by the City Attorney and filed with the Secretary of the Board to increase secondary effluent wastewater conveyance and to designate PWBOS as the agency responsible for wastewater source control is hereby approved

BE IT FURTHER RESOLVED that the President or Vice President of this Board the General Manager or such person as the General Manager shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of the Board are hereby authorized empowered and directed to execute said Amendment for and on behalfof LADWP

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 46 - A written recommendation was received from the Personnel Relations Committee that the Board approve their report relative to Grievance No B-074-09 filed by Mr James R Cole

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 41

The following items were presented by the Secretary and ordered filed

ITEM NO 47-A - A report from the Interim Chief Financial Officer showing receipts disbursements and cash balances of the Water and Power Revenue Funds for the month ending December 312010 as follows

REVENUE FUNDS (in thousands)

WATER POWER Beginning Balance December 1 2010 $ 281806 $ 688330

ADD Customer Collections 110560 297326 DWP Interfund Transfers 89106 29923 IPP Subordinated Notes 11343 Other City Departments 6040

Total Receipts $ 199931 $ 344632

LESS Payments to Vendors 62276 237418 Bond Redemption and Interest 57863 124941 Payrolls 23817 52513 SewerlUtility Taxes 38316 49427 DWP Interfund Transfers 36036 42291 Other City Departments 8377 Total Disbursements $ 218321 j 514~967

Ending Balance December 31 2010 $ 263416 $ 517995

ITEM NO 47-B - Monthly report ofactivities for the following units

bull Water System (December 2010)

bull Power System (November 2010)

bull Financial Services Organization (November 2010IDecember 2010)

ITEM NO 47-C - Reports for informational purposes

bull Quarterly Status Report on Water Quality Regulatory Compliance Projects

bull Investment Report Quarter Ending September 30 2010

bull Legislative and Regulatory Update

THE BOARD shall recess to closed session for a conference with legal counsel regarding

A Existing litigation in the following matter

1 Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

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2 City of Los Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

B Anticipated litigation in the following matters

1 Discussion regarding initiation of litigation (1 case) pursuant to Subdivision (c) of Section 549569 of the California Government Code

2 Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

MEETING RECESSED at 1240 pm

MEETING RECONVENED at 1250 pm

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 lO22 AM Page 43

Los Angeles California February 12011

MINUTES OF CLOSED SESSION OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

HELD IN ROOM 1555-H FEBRUARY 12011

1250 PM

Meeting called to order by President Thomas S Sayles and roll called

Present Commissioners President Sayles Eric Holoman Christina E Noonan Jonathan Parfrey

Absent None

A quorum present

In attendance were the following

Ronald O Nichols General Manager Martin L Adams Director of Water Operations Oscar Alvarez Electrical Engineer Aram H Benyamin Senior Assistant General Manager - Power System Joseph Brajevich Assistant General Counsel Water and Power Dirk Broersma Assistant City Attorney Richard M Brown General Counsel Water and Power Priscila Castillo Deputy City Attorney Michael A Coia Executive Director ofPower System Operations and Maintenance Lonnie Eldridge Deputy City Attorney James B McDaniel Senior Assistant General Manager - Water System Lorraine Paskett Senior Assistant General Manager - Sustainability Programs

and External Affairs Ann M Santilli Interim Chief Financial Officer Mark J Sedlacek Director of Environmental Affairs Kenneth Silver Electrical Service Manager Eskel H Solomon Assistant City Attorney Cecilia KT Weldon Chief Administrative Officer

Also in attendance

David Kim Mayors Office

A CLOSED SESSION was held for a conference with legal counsel regarding

Existing litigation in the following matters

ITEM NO 49 Al Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

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Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$14263507 to Allstate Insurance Company in full and complete settlement ofLADWP Claim Number 1026286

RESOLUTION NO 011-202

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Power Revenue Fund in the sum of $14263507 to be paid in the form ofa draft to Allstate Insurance Company Said payment is in full compromise and complete settlement ofLADWP Claim Number 1026286 which arose out of fire damage to personal and real property at 4333 Griffin Avenue Los Angeles California on September 25 2009 The City Attorney is hereby authorized to deliver said draft to Allstate Insurance Company andor the Law Office of Cuibreth amp Schroeder LLR upon receipt of a properly executed Full Release of All Claims and Request for Dismissal

Seconded by President Sayles and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Anticipated litigation in the following matter

ITEM NO 49 B2 (1st case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$5935695 to Landmark Property Management Group LLC in full compromise and complete settlement ofLADWP Claim Number 1027520

RESOLUTION NO 011-203

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $5935695 to be paid as follows a draft in the amount of $5935695 payable to Landmark Property Management Group LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1027520 which arose out of damage done to the structure known as the Santa Fe Loft Apartments at 121 East Sixth Street Los Angeles on August 5 2010 as the result of a Water System water main break The City Attorney is hereby authorized to deliver said draft to Landmark Property Management Group LLC upon receipt ofa properly executed Full Release of All Claims and Request for Dismissal

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 45

Anticipated litigation in the following matter

ITEM NO 49 B2 (20d case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(l) of Section 549569 of the California Government Code

Discussion held action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$8000000 to National Subrogation Services in full compromise and complete settlement ofLADWP Claim Number 1025898-19

RESOLUTION NO 011-204

BE IT RESOLVED by the Board ofWater and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $8000000 to be paid as follows a draft in the amount of $8000000 payable to National Subrogation Services LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1025898-19 which arose out of damage to the business known as Canyon Beachwear located at 13035 Ventura Boulevard Studio City on September 52009 The City Attorney is hereby authorized to deliver said draft to National Subrogation Services LLC upon receipt of a properly executed Full Release ofAll Claims and Request for Dismissal

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Existing litigation in the following matter

ITEM NO 49 A2 - City ofLos Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

Discussion held - no action taken

Anticipated litigation in the following matter

ITEM NO 49 B2 (3rd case) - Discussion regarding significant exposure to litigation (3 caSes) pursuant to Subdivision (b )(1) of Section 549569 of the California Government Code

Discussion held - action taken but not a final action that was reportable

Anticipated litigation in the following matter

ITEM NO 49 Bl- Discussion regarding initiation oflitigation (l case) pursuant to subdivision (c) of Section 549569 of the California Government Code

Discussion held - no action taken

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REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 46

COMMISSIONER NOONAN moved the meeting be adjourned

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Meeting adjourned at 1 30 pm

An announcement was made in the Board Room regarding adoption ofthree resolutions one pertaining to the settlement of Los Angeles Superior Court Case Number BC448561 and two pertaining to the settlement ofLADWP Claim Number 1027520 and LADWP Claim Number 1025898-19

SIGNED

~AtrufL~~ SECRETARY

ATTEST

vs~ PRES~T

Page 2: Los Angeles, California, February 1,2011 WATER AND POWER

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ITEM NO4 - The Secretary presented the opportunity for the public to address the Board on items of interest to the public that are within the subject matter jurisdiction of the Board

AN ANNOUNCEMENT was made regarding technical correction to Item No 21 correcting the tenn of the Agreement from 6 years to 10 years

Written recommendations approved by the General Manager transmitting the following resolutions approved as to fonn and legality by the City Attorney

Commissioner Parfrey moved adoption of the following thirty-one resolutions approved as to fonn and legality by the City Attorney

ITEM NO8 - Authorizes award of Specification No 227 for Services for Pile Drilling Placement and Extraction Fully Operated and Maintained to Beryl Lockhart Enterprises for a total amount not to exceed $2918268 for a tenn of one year with two optional one-year periods Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 19355

WHEREAS this contract is to furnish Services for Pile Drilling Placement and Extraction Fully Operated and Maintained and

WHEREAS Beryl Lockhart Enterprises is the only bidder under Specification No 227 and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Water System recommends that Beryl Lockhart Enterprises be awarded a contract under Specification No 227

NOW THEREFORE BE IT RESOLVED that Beryl Lockhart Enterprises is awarded Contract No 227 for a total amount not to exceed $291826800 which includes all optional periods for a tenn of one-year with two optional one-year periods under Specification No 227 approved as to fonn and legality by the City Attorney and on file with the Secretary of the Board

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 the LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the tenns of this contract awarded pursuant to Contract No 227 and this resolution

ITEM NO9 - Authorizes award of Specification No N-231 to Furnish Deliver Parts Components Equipment and Accessories for Repair and Replacement of Wallace and Tieman Chlorination and Chemical Feed Systems to Siemens Water Technologies Corporation for a total amount not to exceed $4518750 for a tenn ofone year with two optional one-year periods Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Water System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 3

RESOLUTION NO 19356

WHEREAS through a competitive bid process the Los Angeles Department of Water and Power (LADWP) sought to furnish and deliver parts components equipment and accessories for repair and replacement of Wallace and Tieman Chlorination and Chemical Feed Systems under Specification No N-231 and

WHEREAS LADWP received one bid from Siemens Water Technologies Corporation (Siemens) which was determined to be non-responsive for taking exceptions to LADWPs terms and conditions in the areas of payment delivery ownership ofmaterials warranty and import duties and

WHEREAS LADWP entered into negotiations with Siemens which resulted in Siemens agreeing to retract all their exceptions and fully comply with LADWPs terms and conditions as specified and

WHEREAS LADWPs Water System recommends a negotiated contract be awarded to Siemens under Specification No N-231

NOW THEREFORE BE IT RESOLVED that Siemens is awarded a negotiated contract for a total amount not to exceed $451875000 for a period of one year and two one-year optional periods under Specification No N-231 approved as to form and legality by the City Attorney and on file with the Secretary of the Board and

BE IT FURTHER RESOLVED that the President or 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 of the Board be and they are hereby authorized and directed to execute said contract for and on behalfof the Department of Water and Power and

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No N-231 and this resolution

ITEM NO 10 - Authorizes award of Specification No 232 to Furnish and Deliver Aggregate for Concrete and Other Uses to Granite Construction Company for a total amount not to exceed $1197240 for a term ofone year with one optional one-year period Submitted by Chief Operating Officer and Chief Administrative Officer

RESOLUTION NO 19357

WHEREAS Granite Construction Company is the lowest bidder for Group A Items I through 117 for Specification No 232 and

WHEREAS No award is recommended for Group B Items 118 through 122 since two bidders were found to be non-responsive due to not making a Good Faith Effort and two bidders bid material only and did not include hauling charges in accordance with Specification 232 and

WHEREAS LADWPs Joint System recommends award of this contract for Group A only

NOW THEREFORE BE IT RESOLVED that Granite Construction Company is awarded the contract for Group A for a total amount not to exceed $119724000 for a term of one year with one optional one-year extension approved as to form and legality by the City Attorney and on file with the Secretary of the Board and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 4

BE IT FURTHER RESOLVED that the President or 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 of the Board be and they are hereby authorized and directed to execute said contract for and on behalf of the Department of Water and Power and

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water and Power Revenue Funds in accordance with the terms of this contract awarded pursuant to Specification No and this resolution

ITEM NO 11 - Authorizes award of Specification No 240 to Furnish and Deliver Liquid Zinc Orthophosphate to Carus Corporation for a total amount not to exceed $2242579 for a term of one year with one optional one-year period Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 19358

WHEREAS Carus Corporation is the lowest complying bidder under Specification No 240 and

WHEREAS this contract is to furnish and deliver Liquid Zinc Orthophosphate and the Los Angeles Department of Water and Powers (LADWP) Water System recommends award of this contract

NOW THEREFORE BE IT RESOLVED that Carus Corporation is awarded the contract for a total amount not to exceed $224257900 for a term of one year with one optional one-year extension under Specifications No 240 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 240 and this resolution

BE IT FURTHER RESOLVED that the President or Vice President or the General Manager or such person as the General Manager shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary ofthe Board are hereby authorized and directed to execute said contract for and on behalf of LADWP

ITEM NO 12 - Authorizes award of Specification No 249 to Furnish and Deliver Douglas Fir Poles Through-Bored Pressure Treated with Pentachlorophenol-in-Petroleum Oil to McFarland Cascade Holdings Inc for a total amount not to exceed $8280564 for a term of one year with two optional one-year periods Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 19359

WHEREAS McFarland Cascade Holdings Inc is the lowest bidder under Specification No 249 and

WHEREAS this contract is to furnish and deliver Douglas Fir poles through-bored pressure treated with pentachlorophenol-in-petroleum oil and the Los Angeles Department of Water and Powers (LADWP) Power System recommends award of this contract

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 5

NOW THEREFORE BE IT RESOLVED that McFarland Cascade Holdings Inc is awarded the contract for a total amount not to exceed $828056400 for a term ofone year with two one-year optional years under Specification No 249 approved as form and legality by the City Attorney and on file with the Secretary of the Board

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

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Power Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 249 and this resolution

ITEM NO 13 - Authorizes award of Specification No 267 to Furnish and Deliver General Office Supplies and Products to Office Depot for a cooperative purchase with the City of Los Angeles Department of General Services Contract No 59239 for a total amount not to exceed $3999999 for a term of one year with two optional one-year periods Submitted by Chief Operating Officer and Chief Administrative Officer

RESOLUTION NO 19360

WHEREAS Office Depot Business Services Division (Office Depot) was awarded Contract No 59239 with the City of Los Angeles (City) for General Office SuppliesIProducts and

WHEREAS the Los Angeles Department ofWater and Power (LADWP) desires to contract for General Office SupplieslProducts and

WHEREAS Section 1 015( a)8 of the City of Los Angeles Administrative Code allows for the utilization of other governmental contracts through Cooperative Purchasing Agreements and

WHEREAS LADWP seeks to award a cooperative purchase on City Contract No 59239 with Office Depot through Specification No 267 for a total amount not to exceed $399999900 for a period of one year and two one-year optional periods commencing upon execution by all parties

NOW THEREFORE BE IT RESOLVED that Specification No 267 is 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 President or 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 of the Board be and they are hereby authorized and directed to execute said contract for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water and Power Revenue Funds in accordance with the terms of this cooperative contract with Office Depot Inc

ITEM NO 14 - Authorizes award of Specification No 7283 for the Construction ofThree Artesian Wells for the 1600 Acre-Feet Memorandum ofUnderstanding Project to Best Drilling and Pump Inc for a total amount not to exceed $471086 for a one-time spot purchase Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Water System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 6

RESOLUTION NO 19361

WHEREAS Best Drilling and Pump Inc is the lowest bidder under Specification No 7283 for construction of three Artesian Wells for the 1600 acre-feet Memorandum ofUnderstanding Project and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Water System recommends award of this contract and

WHEREAS LADWPs Water System is requesting a 15 percent contingency due to unforeseen and changed field conditions which may include unknown subsurface conditions unstable soils provisions for environmental restrictions and mitigations and restrictions imposed by other agencies

NOW THEREFORE BE IT RESOLVED that pursuant to City Charter Section 1022 the Board finds that it is more feasible to have the work performed by outside services because the work proposed in the contract requires knowledge skills and professional expertise that are not currently available in LADWP

NOW THEREFORE BE IT RESOLVED that Best Drilling and Pump Inc is awarded the contract for a total amount not to exceed $47108600 which includes a 15 percent contingency for a one-time spot purchase under Specification No 7283 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms of these contracts awarded pursuant to Specification No 7283 and this resolution

BE IT FURTHER RESOLVED that the President or 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 of the Board be and they are hereby authorized and directed to execute said contracts for and on behalfLADWP

ITEM NO 15 - Authorizes award ofCooperative Purchase Agreement No47001 for Flame Retardant Clothing and Program Management Services to Program Management International Inc for a cooperative purchase with Sacramento Municipal Utility District Contract No 4500057047 for a total amount not to exceed $3783950 Contract expires November 162011 Submitted by Chief Operating Officer Senior Assistant General Manager - Power System and Chief Administrative Officer

RESOLUTION NO 011-175

WHEREAS Program Management International was awarded Contract No 4500057047 with the Sacramento Municipal Utility District (SMUD) for Flame Retardant (FR) Clothing and Program Management Services and

WHEREAS the Los Angeles Department of Water and Power (LADWP) desires to contract for FR Clothing and Program Management Services and

WHEREAS Section 371 (e)(8) ofthe City Charter allows for the utilization ofother governmental contracts through Cooperative Purchasing Agreements and

WHEREAS LADWP seeks to award a cooperative purchase on SMUD Contract No 4500057047 with Program Management International Inc through Agreement No 47001 in an amount not to exceed $3783950 commencing upon execution by all parties and with an expiration date to be coterminous with the expiration of SMUD Contract No 4500057047 which expires November 162011

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NOW THEREFORE BE IT RESOLVED that Agreement No 47001 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Program Management International Inc be and the same is hereby approved

BE IT FURTHER RESOLVED that pursuant to Los Angeles City Charter Section 1022 such services covered by this Agreement require specialized and unique expertise and can be performed more feasibly by an independent contractor than by City employees

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 accordance with the terms of this cooperative contract with Program Management International Inc

BE IT FURTHER RESOLVED that the President or Vice President or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or Acting Secretary of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalf of the LADWP

ITEM NO 16 - Authorizes execution of Agreement No 47996 with RRM Design Group to provide architectural and engineering design consultant services for a pre-engineered office and maintenance building for Harbor Generating Station The total amount of this agreement is not to exceed $261467 for a term of two years with a one-year option to renew Submitted by Chief Operating Officer and Senior Assistant General Manager Power System

RESOLUTION NO 011-176

WHEREAS LADWP is required to provide needed office space and to consolidate maintenance and repair operations at the Harbor Generating Station as agreed in a JointlLabor Management meeting and

WHEREAS on May 122010 LADWP released a Request for Proposal RFP 297-10 seeking proposals from qualified and experienced firms to provide architectural and engineering design consultant services for a pre-engineered office and maintenance building for the Harbor Generating Station and six (6) proposals were received in response to the RFP and

WHEREAS LADWP evaluated the six proposals submitted in response to the RFP and based on the evaluation criteria and interviews RRM Design Group was selected as being the best qualified firm and

WHEREAS RRM Design Group has reviewed the services to be provided in accordance with Agreement No 47996 and represents that they have the qualifications expertise skills and abilities to perform such services and

WHEREAS LADWP proposes to enter into Agreement No 47996 with RRM Design Group for design services for a pre-engineered office and maintenance building for two (2) years with a one-year renewal option for a total contract amount not to exceed $261467 which includes a contingency of$12450

NOW THEREFORE BE IT RESOLVED that Agreement No 47996 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between the Department of Water and Power of the City of Los Angeles (LADWP) and RRM Design Group be and the same is hereby approved

BE IT FURTHER RESOLVED that pursuant to Charter Section 1022 such services covered by this Agreement are for expert design services with an emphasis on Leadership in Energy and Environmental Design (LEED) requirements which requires knowledge and skills that are not available within the Department

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BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment ofthe obligations arising under this Agreement

BE IT FURTHER RESOLVED that the President or Vice President 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 of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalf ofLADWP

ITEM NO 17 - Authorizes execution of Amendment No1 to Agreement No 47961 with KEMA Inc for an additional increase of $4500000 and Agreement No 47963 with Capgemini for an additional increase of $1500000 to hire design experts for LADWPs Department of Energy American Recovery and Reinvestment Act Awarded Smart Grid Demonstration Program The Amendment increases the term of both contracts by six months Submitted by Chief Operating Officer Senior Assistant General Manager Power System and ChiefAdministrative Officer

RESOLUTION NO 011-177

WHEREAS Los Angeles Department of Water and Power (LADWP) entered into Agreement No 47961 with KEMA Inc (KEMA) and Agreement No 47963 with Capgemini America Inc (Capgemini) both on or about June 12010 and

WHEREAS LADWP proposes to increase the limit of the KEMA Agreement by $4500000 from $3300000 with a total not-to-exceed limit of $7800000 and increase the limit of the Capgemini Agreement by $1500000 from $2200000 with a total not-to-exceed limit of $3700000 and increase the term of both the KEMA Agreement and the Capgemini Agreement from thirty (30) to thirty-six (36) months

NOW THEREFORE BE IT RESOLVED that Amendment No1 to Agreement No 47961 between LADWP and KEMA and Amendment No1 to Agreement No 47963 between LADWP and Capgemini (collectively the Amendments) each approved as to form and legality by the City Attorney and filed with the Secretary of the Board be and the same are hereby approved

BE IT FURTHER RESOLVED that pursuant to City Charter Section 1022 the Board finds that the services in the Amendments can be performed more feasibly by independent contractors than by LADWP or City employees

BE IT FURTHER RESOLVED that the Board finds that pursuant to City Charter Section 371 (e)(2) that utilizing a competitive process for the Amendments would not be practicable because the Amendments consist of professional and expert services of a temporary and occasional character and because of time constraints under the Department of Energy Smart Grid Grant

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 Acting Secretary of the Board be and they are hereby authorized empowered and directed to execute the Amendments

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 Agreements and the Amendments

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 9

ITEM NO 18 - Authorizes Renewal ofAgreement No 47722-8 with Bentley Systems Incorporated to provide Maintenance Services for Bentley Software License and Maintenance The total amount not to exceed $350000 for the one year renewal for the fourth year Submitted by Chief Operating Officer Senior Assistant General Manager Power System and Chief Administrative Officer

RESOLUTION NO 011-178

WHEREAS the Los Angeles Department of Water and Power (LADWP) Board of Commissioners (Board) requires a sole source Agreement with Bentley Systems Inc (Bentley) to provide maintenance services for the Microstation Software (Microstation) and all other Bentley software tools to maintain enhance and provide proprietary products and services including software maintenance software upgrades technical support services training and renewal of licenses over a period of three (3) years with four (4) one-year renewable options for total expenditures not exceeding $3135716 and

WHEREAS the cost of services included into the one-year extension are not to exceed $350000 and

WHEREAS Bentley Software is part of the LADWPs Computer Aided Design System and is a pivotal component of operations and maintenance for electrical services to the citizens of the City ofLos Angeles (City) and

WHEREAS on the Board at its January 22 2008 meeting passed a resolution that any exercise of any renewal options be approved by the Board prior to its execution and

WHEREAS staff respectfully request that this Board reconsider the previous Boards action and to now simply delegate the authority to exercise the renewal options to the General Manager for the remaining three (3) option years of this agreement at one-year intervals not to exceed a total of$I155000 to stay consistent with other similar software maintenance contracts renewal practice

NOW THEREFORE BE IT RESOLVED that the Board approves the one-year renewal of Agreement No 47722-8 not to exceed $350000 for the fourth year approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between the LADWP and Bentley to provide proprietary professional expert and technical services licensing and software maintenance for Bentley software in the Power System and

BE IT FURTHER RESOLVED that pursuant to Section 1022 of the City Charter the Board finds that such services can be performed more economically or feasibly by independent contractors than by LADWP or City employees due to proprietary nature of the software provided and

BE IT FURTHER RESOLVED that the President or Vice President of the Board the General Manager or such person as the General Manager shall designate in writing and the Secretary the Assistant Secretary or Acting Secretary of the Board are hereby authorized and directed to execute Agreement No 47722-8 for and on behalf of the LADWP and

BE IT FURTHER RESOLVED the Board delegates to the General Manager the authority exercise the remaining three (3) renewal option years of this agreement at one year intervals and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of LADWP upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under said Agreement

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ITEM NO 19 - Recommends approval ofPower Purchase Agreement with PacifiCorp and the City ofLos Angeles DWP No BP 10-011 to purchase wholesale energy and provide station power to Magnum Holdings LLC The estimated revenue for LADWP is $105850 for a term ofthree years Submitted by Chief Operating Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 011-179

WHEREAS PacifiCorp which provides retail electric service in the State ofUtah desires to purchase wholesale energy from the Los Angeles Department of Water and Power (LADWP) and

WHEREAS PacifiCorp (dba Rocky Mountain Power) provides retail electric service under the supervision of the Utah Power Service Commission within its franchised service territories in the State of Utah and

WHEREAS PacifiCorp desires to use the Wholesale Electric Service purchase from LADWP to provide electric service to a retail customer and

WHEREAS PacifiCorp and LADWP desire to enter into an Agreement pertaining to the purchase and sale ofwholesale electric service and

WHEREAS the term of the Agreement shall take effect on the date PacifiCorp provides written notice to LADWP that it has received all regulatory approvals necessary to provide retail electric service to the retail customer described in the Agreement for a term of three years

NOW THEREFORE BE IT RESOLVED that the Power Purchase Agreement (Agreement) DWP No BP 10-011 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and PacifiCorp is hereby approved

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund over the term of the Agreement in payment of the obligations incurred if any

BE IT FURTHER RESOLVED that the President or the Vice President of this Board or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Agreement for and on behalf ofLADWP

ITEM NO 22 - Authorizes execution of Geothermal Lease Agreement No I LADWP No BP 10-010 with the Southern California Public Power Authority for consideration with the modifications including an increase acreage from 2950 acres to 3110 acres and further clarification of Section 23 Council approval by ordinance is required Submitted by Chief Operating Officer and Senior Assistant General Manager Power System

RESOLUTION NO 011-180

WHEREAS the Board of Water and Power Commissioners (Board) conditionally approved Geothermal Lease Agreement No1 LADWP No BP 09-028 Resolution No 010-100 on September 152009 subject to amending the MOU to include a provision to incorporate the Los Angeles Department of Water and Powers (LADWP) procurement policies and procedures for all contracts related to the Exploration Structure Due Diligence Effort and Exploratory work and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 11

WHEREAS the City Council disapproved the Boards action on September 152009 under Resolution No 010-100 authorizing the execution of a 35-year Geothermal Lease Agreement with the Southern California Public Power Authority (SCPP A) as referenced in Council File No 09-2517 because the City Administrative Office recommended a Fiscal Review and Assessment Summary of the cost analysis and potential impacts of the project and

WHEREAS LADWP resubmits Geothermal Lease Agreement No1 LADWP No BP 10-010 between LADWP and SCPPA for consideration with the modifications proposed by the Board and City Council and two additional changes including an increase acreage from 2960 acres to 3110 acres and further clarification ofsection 23

NOW THEREFORE BE IT RESOLVED that Geothermal Lease Agreement No1 LADWP Agreement No BP 10-010 approved as to form and legality by the City Attorney and filed with the Secretary of the Board is hereby approved subject to City Council approval

BE IT FURTHER RESOLVED that Resolution No 010-100 adopted by the Board on September 152009 providing for the conditional approval oflease agreement between LADWP and SCPPA LADWP No BP 09-028 for feasibility exploration and potential development ofLADWP-owned property is hereby rescinded

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person as the General Manager or Acting General Manager shall designate in writing is authorized empowered and directed to execute said Geothermal Lease Agreement No1 for and on behalfofLADWP

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person as the General Manager or Acting General Manager shall designate in writing is authorized empowered and directed to execute all necessary exhibits related to Geothermal Lease Agreement No1 as the case may be for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the ChiefAccounting Employee is authorized and directed upon proper certification to accept all revenue generated from Geothermal Lease Agreement No1 and to calculate and record any offsets or credits against such revenue which directly arises from any obligations owed by LADWP in connection with or related to said agreement

ITEM NO 23 - Authorizes the Revision to the Green Book Section 1B2aii Technical Appendix by including the Table 1B2-2 dated June 22 2010 Revision to the list ofwells exempted from linkage to vegetation sites and that are not subject to the automatic well turnshyoffprovisions of the Water Agreement Submitted by ChiefOperating Officer and Senior Assistant General Manager Water System

RESOLUTION NO 011-181

WHEREAS the Los Angeles Department ofWater and Power (LADWP) is a party to the Agreement between the County of Inyo and the City of Los Angeles and its Department of Water and Power on a Long Term Groundwater Management Plan for Owens Valley and nyo County (Water Agreement) and

WHEREAS the technical appendix to the Water Agreement is known as the Green Book and

WHEREAS the Water Agreement and Green Book include provisions for the automatic turnshyoff of groundwater production wells for the protection ofgroundwater dependent vegetation and

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WHEREAS the Inyo CountylLos Angeles Technical Group is empowered by the Water Agreement to exempt certain town supply wells irrigation supply wells fish hatchery wells enhancementmitigation project supply wells and other wells not affecting areas with groundwater dependent vegetation as exempt from the automatic turn-off provisions of the Water Agreement and Green Book and

WHEREAS from time to time since the Water Agreement was signed the Inyo County Los Angeles Technical Group has exercised its authority to exempt wells for the aforementioned reasons and

WHEREAS the list of exempt wells currently included in Green Book Section IB2aii does not accurately reflect all of the wells exempted by the Inyo CountylLos Angeles Technical Group and

WHEREAS for the purpose of revising the list of exempt wells in Green Book Section LB2aii the Inyo CountylLos Angeles Technical Group has prepared the attached Table IB2-2 dated June 22 2010 which accurately reflects the current listing of wells permanently exempted by the Technical Group from the automatic turn-off provision of the Water Agreement and

WHEREAS Section XXV ofthe Water Agreement requires the agreement ofLADWP and the Inyo County Board of Supervisors in order to modify the Green Book

NOW THEREFORE BE IT RESOLVED that the Board ofWater and Power Commissioners agrees to modify the Green Book by including the attached Table IB2-2 dated June 22 2010 in Green Book Section LB2aii

BE IT FURTHER RESOLVED a statement affirming that a complete listing of exempt wells is contained in the June 22 2010 Table IB2-2 will be added to Green Book Section LB2aii

ITEM NO 24 - Authorizes submission of Grant Application to the United States Department of the Interior Bureau ofReclamations WaterSMART Water and Energy Efficiency Grants for Fiscal Year 2011 The application is $1000000 for the CommerciallIndustrial Drought Resistant Landscape Incentive Program Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-182

WHEREAS the United States Department of the Interior Bureau of Reclamation (BOR) has approximately $27 million in funding available for the WaterSMART Water and Energy Efficiency Grants for Fiscal Year 2011 which assists irrigation and water districts United States Territories States in the West and other local entities with water delivery authority in leveraging their money and resources by cost sharing with BOR on projects that save water improve energy efficiency address endangered species and other environmental issues and facilitate transfers to new uses and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Commercial Industrial Landscape Drought Resistant Landscape Incentive Program (CI Landscape Program) conserves water by providing incentives to commercial industrial and multi-family customers to replace turf with California-friendly drought-resistant plants and low-volume irrigation and

WHEREAS CI Landscape Program contributes to a sustainable water supply for Los Angeles and

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WHEREAS by reducing the amount of replacement water imported from other sources including the Sacramento-San Joaquin Delta the CI Landscape Program reduces the amount of energy used to convey water to users in Los Angeles

WHEREAS the CI Landscape Program has converted 1868119 square feet of turf saving 46535174 gallons ofwater (14281 AF) per year to date

WHEREAS LADWP desires to apply for grant funding in order to expand the CI Landscape Program as detailed in the funding plan and schedule in the application and

WHEREAS the BOR requires approval ofan agencys governing body for each grant funding application

NOW THEREFORE BE IT RESOLVED that an application be made to the BOR for a Water and Energy Efficiency Grant The LADWP is hereby authorized to enter into an agreement to receive a grant for the Project

BE IT FURTHER RESOLVED that the Board of Water and Power Commissioners designates the Senior Assistant General Manager - Water System or his designee (registered engineers) to prepare all necessary data file such application and enter into a grant funding agreement with the BOR and hereby authorizes the Director of Water Resources or his designee (registered engineers) to approve Claims for Reimbursement and to sign performance reports required by a grant funding agreement

ITEM NO 25 - Authorizes LADWPs General Manager to Execute Agreement No R 04310 with the California State Lands Commission (CSLC) allowing LADWP to reimburse reasonable costs incurred by CSLC for application processing and enviromnental documentation associated with the preparation ofa Master Plan for the Owens Lakebed Total costs to LADWP is estimated to be $1003084 with a term of three years Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-183

WHEREAS in March 2010 the Los Angeles Department ofWater and Power (LADWP) initiated a broad collaborative project with diverse interest groups to develop a Master Plan for the Owens Lakebed and

WHEREAS the Master Plan will focus on dust mitigation water efficiency methods habitat and wildlife and potential renewable energy development and

WHEREAS LADWP as part of construction of the Owens Lake Dust Mitigation Program has implemented dust mitigation measures and constructed facilities on certain portions of Owens Lakebed on sections of State land under the jurisdiction of the California State Lands Commission (CSLC) and

WHEREAS CSLC who owns over ninety percent of the Owens Lakebed is a key interest group participating in the development of the Master Plan and has approval authority over the plan and

WHEREAS under Agreement No R 04310 between CSLC and LADWP CSLC has estimated the total cost in processing the application and preparation of enviromnental documents for the Master Plan to be $835903 and the duration is from April 12010 through March 30 2013 with CSLCs cost of construction compliance and mitigation monitoring to be determined as the project progresses and

WHEREAS LADWP is requesting a 20-percent contingency fund to cover the anticipated construction compliance and mitigation monitoring costs bringing the total authorized fund to $1003084 and

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WHEREAS Agreement No R 04310 would allow LADWP to reimburse reasonable costs incurred by CSLC for application processing environmental documentation and construction compliance and mitigation monitoring associated with the preparation ofa Master Plan for Owens Lakebed

NOW THEREFORE BE IT RESOLVED that Agreement No R 04310 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between the Department of Water and Power of the City ofLos Angeles and California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of costs of the California State Lands Commission as stipulated under Agreement No R 04310 up to the total amount of $1003084 and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratifY and execute said Agreement No R 043101 for and on behalf of the LADWP

ITEM NO 27 - Authorizes execution of Memorandum ofAgreement with the Los Angeles Department ofPublic Works Bureau of Sanitation the Los Angeles Department ofPublic Works Bureau of Street Services and The River Project to develop and construct the Woodman Avenue Multi-Beneficial Stormwater Capture Project The total project cost estimate is $3396750 ofwhich LADWP is contributing $1200000 for project funding and $150000 for Grant administration Construction completion is scheduled for November 2012 Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-184

WHEREAS the City ofLos Angeles (City) possesses the right to the surface waters of the Los Angeles River its tributaries and the native groundwater ofthe San Fernando Basin in accordance with the California Superior Courts Judgment dated January 26 1979 in The City oLos Angeles vs City oSan Fernando et al Case No 650079 and

WHEREAS local groundwater has historically comprised approximately 15 percent of the Citys water supply which is partially dependent upon replenishment from stormwater flows and

WHEREAS LADWP desires to optimize the use oflocal water resources including stormwater and groundwater to reduce the Citys dependence on imported water supplies and

WHEREAS LADWP is committed to pursuing opportunities to maximize groundwater recharge to sustain and augment the long-term reliability of the Citys groundwater supply in the San Fernando Basin and

WHEREAS LABOS is a bureau of the municipally owned Los Angeles Department ofPublic Works responsible for collecting cleaning and recycling solid and liquid waste including stormwater and urban runoff and

WHEREAS LABSS is a bureau of the municipally owned Los Angeles Department ofPublic Works responsible for street and alley construction and maintenance and

WHEREAS TRP is a non-profit 501(c)(3) organization dedicated to watershed protection conservation and enhancement in Los Angeles County TRP authored the TujungaJPacoima Watershed Plan and has extensive experience studying the Tujunga Watershed and its comprehensive environments and

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WHEREAS LADWP LABOS and TRP are committed to pursuing opportunities to enhance water conservation stormwater capture improve water quality and increase open space and

WHEREAS LADWP LABOS and TRP have jointly identified Woodman Avenue located in the San Fernando Valley as a unique opportunity to capture treat and infiltrate a significant volume ofstormwater runoff on an annual basis and

WHEREAS LADWP LABOS LABSS and TRP wish to enter into the proposed Memorandum of Agreement (MOA) to develop and construct the Woodman Avenue Multishybeneficial Stormwater Capture Project (Project) and

WHEREAS the Project will result in the capture treatment and infiltration ofan estimated 80 acre-feet of stormwater per year and

WHEREAS the estimated Project costs are $3396750 and

WHEREAS LADWP in partnership with LABOS and TRP was awarded $1646750 by the 2008 CALFED Watershed Grant Program for the Project and

WHEREAS LABOS has agreed to fund the project management engineering design and construction management of up to a maximum of $400000 and

WHEREAS LADWP has agreed to provide up to $1200000 for construction and $150000 for staff support and

NOW THEREFORE BE IT RESOLVED that the proposed MOA between and among LADWP LABOS LABSS and The River Project (TRP) for the Woodman Avenue Multishybeneficial Stormwater Capture Project (Project) approved as to form and legality by the City Attorney and filed with the Secretary of the Board be and the same is hereby approved and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in the amount of $1 200000 for the construction work proposed under this MOA that has been budgeted under Fiscal Year 2011-12

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Memorandum of Agreement for and on behalf of LADWP

ITEM NO 28 - Adopts the Initial Study and Mitigated Negative Declaration for the Woodman Avenue Multi-Beneficial Stormwater Capture Pilot Project approving the Project and authorizing its construction The cost ofthis project is estimated to be $3396750 with an estimated duration of four years Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-185

WHEREAS the City ofLos Angeles Department of Water and Powers (LADWP) Watershed Management Group and the City of Los Angeles Bureau of Sanitations (LABOS) Watershed Protection Division in partnership with the non-profit group The River Project have identified Woodman Avenue located in the San Fernando Valley as a unique opportunity to capture treat and infiltrate a significant volume of stormwater runoff on an annual basis and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 16

WHEREAS LADWP proposes to implement the Woodman Avenue Multi-Beneficial Stonnwater Capture Pilot Project (Project) to help recharge the groundwater table improve water quality and alleviate local flooding along the 7700 block ofWoodman Avenue and

WHEREAS LADWP prepared an Initial StudylNegative Declaration (ISIMND) for the proposed Project and circulated this document for public review from December l3 2010 to January 142011 and

WHEREAS a Notice of Intent to Adopt an MND was published in the Los Angeles Times and mailed to interested persons and agencies

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners of the City ofLos Angeles (Board) recognizes that a study was made ofthe potential environmental effects of the proposed Project including its construction and operation This study is embodied in the ISMND on file with the Secretary of this Board and is incorporated in this Resolution and made a part hereof

BE IT FURTHER RESOLVED that the Board recognizes the ISMND identifies the following impacts that are potentially significant unless mitigation is incorporated and proposes the following mitigation measures and a program for implementation and monitoring

Potential Mitigation Recommended Mitigation PeriodMethod Implementation Impact Measure of Implementation Monitor

No

Cultural Resources I Itispossibletl1at CUL-I Should archaeological or paleontological During constructio Project

subsurface resources be encountered during earth- Construction archaeological or moving activities (Le grading and Manager will be paleontological resource excavation) a qualified archaeologist ando responsible for may be present within paleontologist shall be retained and shall implementation the project area implement procedures for temporarily andLADWP

halting or redirecting work to permit the Environmental sampling identification and evaluation of Services will the resources as appropriate Ifthe provide resources are found to be significant the compliance archaeologist andor paleontologist shall oversight determine appropriate actions in cooperation with the City of Los Angeles shyfor preservation andor data recovery If human remains are discovered the Los Angeles County Coroner shall be contacted the area of the find shall be protected and provisions of State CEQA Guidelines Section 150645 shall be followed

Hazards and Hazardous Materials Temporary lane closures HAZ-I A Traffic Control Plan will be prepared and Prior to and during Project and other public right-of will include notification ofsurrounding construction Construction way construction emergency service providers including the Manager will be activities could impair adjacent Kaiser Permanente Medical Center responsible for implementation of or As part of the plan emergency service implementation physically interfere with providers will be notified prior to andLADWP an adopted emergency construction and provided information Environmental response plan regarding lane closures construction Services will

schedule driveway blockages etc A plan t( provide maintain or accommodate essential compliance emergency access routes eg plating over oversight excavations use of detours etc will be developed and implemented

Noise Constructive activity NOI-l Project specifications shall restrict Prior to and during Project could result in temporaI) construction to normal work days and hours construction Construction exposure of persons to (as per LAMC Section 4110) and shall Manager will be excessive noise and require the construction contractor to responsible for vibration develop and implement a Noise Mitigation implementation

Plan to include the use ofmuftlers shields andLADWP sound barriers andor other noise reduction Environmental devices or techniques as feasible during Services will operation ofconstruction equipment Two provide weeks prior to the onset of construction compliance

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of construction notification of the location timing and duration of the proposed construction shall be provided to adjacent residents and businesses (within a V mile radius from the project site) and Kaiser Permanente Panorama City

oversight

Transportation and Traffic Temporary lane closures TR-l and other public right-of way construction activities could affect vehicle traffic and other modes of transportation beyond acceptable levels

A Traffic Control Plan will be prepared and approved by the City prior to the beginning ofconstruction Emergency service providers (fire police and ambulance) and Kaiser Pemlanente Panorama City shall be notified prior to construction to communicate information regarding lane closures construction schedule driveway blockages etc and to develop a plan to maintain or accommodate essential emergency and patient access routes eg plating over excavations use of detours effect on existing bus stop etc

Prior to construction

Project Construction Manager will be responsible for implementation andLADWP Environmental Services will provide compliance oversight

BE IT FURTHER RESOLVED that this Board further fmds that with the implementation of the above mitigation measures potential impacts to cultural resources hazards and hazardous materials noise and transportation and traffic will be less than significant

BE IT FURTHER RESOLVED that this Board certifies that the ISIMND has been prepared in compliance with California Environmental Quality Act that it has reviewed and considered the information contained in the ISIMND and that the ISIMND reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board finds on the basis of the whole record before it including the IS that there is no substantial evidence that the Project will have a significant effect on the environment

BE ITFURTHER RESOLVED that this Board adopts the ISIMND and approves the Project

BE IT FURTHER RESOLVED that LADWP shall file a Notice ofDetermination with the Los Angeles City Clerk and the Los Angeles County Clerk within five working days after deciding to approve the Project

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of tIe record of proceedings for this project

ITEM NO 29 - Approves Addendum No 1 to the Mitigated Negative Declaration for the Geotechnical Investigation for the North Haiwee Dam No2 Project Further a Notice of Determination is authorized to be filed with the Inyo County Clerk Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-186

WHEREAS LADWP proposes to implement the Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS LADWP prepared an Initial StudylMitigated Negative Declaration (ISIMND SCH 2003091085) for a similar project at the same location in April 2004 titled Geotechnical Investigations at North Haiwee Dam Project and

WHEREAS the City of Los Angeles Board of Water and Power Commissioners (Board) adopted the ISIMND and approved the implementation of the Geotechnical Investigations at North Haiwee Dam Project on July 6 2004 and

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WHEREAS an Addendum which addresses the proposed modifications to the previously adopted ISIMND has been prepared titled Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS CEQA Guideline section 15164(b) allows a lead agency to prepare an addendum to an MND as follows

An addendum to an adopted negative declaration may be prepared ifonly minor technical changes or additions are necessary or none of the conditions described in Section 15162 calling for the preparation of a subsequent EIR or negative declaration have occurred

WHEREAS CEQA Guideline section15162 requires a subsequent negative declaration under the following circumstances

(a) When an EIR has been certified or a negative declaration adopted for a project no subsequent ErR shall be prepared for that project unless the lead agency determines on the basis of substantial evidence in the light of the whole record one or more of the following

(1) Substantial changes are proposed in the project which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects

(2) Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous ErR or Negative Declaration due to the involvement ofnew significant environmental effects or a substantial increase in the severity of previously identified significant effects or

(3) New information of substantial importance which was not known and could not have been known with the exercise ofreasonable diligence at the time the previous ErR was certified as complete or the Negative Declaration was adopted shows any of the following

A) The project will have one or more significant effects not discussed the previous EIR or negative declaration or

B) Significant effects previously examined will be substantially more severe than shown in the previous ErR or

C) Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project but the project proponents decline to adopt the mitigation measure or alternative or

D) Mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce one or more significant effects on the environment but the project proponents decline to adopt the mitigation measure or alternative

NOW THEREFORE BE IT RESOLVED that the City of Los Angeles Board of Water and Power Commissioners (Board) recognizes that a study of the proposed changes to the previously adopted ISIMND was made and the associated environmental effects assessed for the proposed Geotechnical Investigations for the North Haiwee Dam No2 Project This study is embodied in the Addendum on file with the Secretary ofthis Board This Board has reviewed and considered the information contained in such document which is incorporated in this Resolution and made a part hereof

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BE IT FURTHER RESOLVED that this Board makes the following fIndings and determinations with respect to the proposed project

bull An Addendum was prepared which analyzed the potential environmental impacts associated with the construction and operation ofthe proposed project

bull As demonstrated in the environmental analysis of the currently proposed project modifIcations none of the conditions described in CEQA Guideline section 15162 calling for the preparation ofa subsequent EIR or negative declaration have occurred The proposed project modifIcations would not result in any additional signifIcant impacts nor would it increase the severity ofpreviously identifIed signifIcant impacts Therefore it can be concluded that pursuant to CEQA Guideline section 15164(b) the proposed project modifIcations are only minor technical changes or additions and as such an addendum to the 2004 MND for the Geotechnical Investigations at North Haiwee Dam Project may be prepared

Below is the proposed Mitigation Monitoring and Reporting Plan (MMRP) for the proposed Addendum This MMRP includes mitigation measures from the previously approved 2004 ISIMND as well as proposed changes to it in order to enhance its effectiveness Underline denotes a new measure while strikeout indicates a removed measure

Air Quality

bull The project specifIcations shall incorporate the applicable provisions of the Great Basin Valleys Air Pollution Control District Fugitive Dust Rule (Rule 401) provided below

A person shall take reasonable precautions to prevent visible particulate matter from being airborne under normal wind conditions beyond the property from which the emission originates Reasonable precautions include but are not limited to

1 Use where possible of water for control ofdust in trenching and boring operations

2 Application of water on dirt roads material stockpiles

3 Use ofwater chemicals chuting venting or other precautions to prevent particulate matter from being airborne in handling dusty materials to open stockpiles and mobile equipment and

4 Maintenance of roadways in a clean condition

bull The contractor shall discontinue construction activities during fIrst and second-stage smog alerts

Biological Resources

bull To compensate for the permanent loss ofhabitat LADWP will preserve Mohave ground squirrel habitat (Habitat Management Lands) at a 3 1 ratio at a location approved by CDFG Funding for the long-term management ofthe land preserved also is required LADWP and CDFG will negotiate the per-acre cost ofmanaging the lands to be preserved and fee title or conservation easement shall be granted to CDFG or other CDFG-approved non-profIt entity

Alternatively the preservation ofMohave ground squirrel habitat could be accomplished through elimination ofcattle grazing on lands owned by LlDWP in Jnyo County vvithin the geographic range ofMohave ground squirrel andor restomtion ofnative vegetation within the range and in habitat suitable for Mohave ground squirrel on LADWP public or state lands in Jnyo County In either case LADWP

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U~~~fer e title or a cOflservatiofl easemeflt oler the Habitat ManagemeBt Laads to ~rt~rms approved by the CDFG AlteFflatit-ely the traflsfer mad be to

another public entity or not profit corporation appro led by the CDFG d t) approed by the CDFG 1lfrer erms

bull A pre-construction environmental education program shall be conducted for all persons working on the project The education program shall include identification of sensitive biological resources on-site terms and conditions of the Incidental Take Permit and the California Endangered Species Act

bull Impacts to sanicle cyrnopterus shall be avoided where feasible through project redesigIl In particular Trench T 2 contains hve clusters of sanicle cyrnopterus If redesigIl of Trench T 2 to atOid impacts to sanicle cymopterus is not feasible a mitigation plan shall be negotiated with and approed by CDFG

bull Sanicle cymopterus populations near proposed geotechnical testing sites shall be flagged by a qualified biologist prior to testing activities and avoided by project personnel

bull A qualified biological monitor familiar with sanicle cymopterus shall be on-site during testing activities in the vicinity of this species

bull Project boundaries shall be clearly delineated prior to construction Existing roads shall be used to the greatest extent possible All project-related parking and equipment storage shall be confined to previously disturbed areas

bull A qualified biological monitor familiar with Mohave ground squirrel shall be on-site to monitor trenching and boring activities

bull Trash and food items shall be removed from the site daily and disposed ofproperly to avoid attracting ravens a common predator of the Mohave ground squirrel

bull Ramps shall be provided in trenches to allow animals to escape

bull All temporarily affected areas that were previously vegetated shall be restored with native plant species to accelerate recovery

bull During construction and at the completion of construction activities monthly and final compliance reports shall be provided to CDFG documenting the effectiveness of mitigation measures and the level of take associated with the project

bull Water from well-pump testing shall be discharged to the ground in Mohave ground squirrel habitat areas

bull Because project activities will disturb Mohave ground squirrel habitat in a recognized core area for the species land acquisition to compensate for habitat loss should focus on private or BLM disposal lands within the CosoOlancha core area ELM disposal lands west of the North Haiwee Dam (828 acres) are within the CosoOlancha core area and should be considered the top priority mitigation lands If land acquisition is not possible or proves difficult in CosoOlancha core area then land should be acquired in one ofthe following alternative areas (listed in order ofpreference)

1 In the Little Dixie Wash core area Kern County 2 In the corridor connecting the CosoOlancha core area and the Little Dixie Wash

core area 3 Adjacent to the CosoOlancha core area in Inyo County and 4 In the corridor connecting the Little Dixie Wash core area and the Edwards Air

Force Base Core Area in Kern County

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bull An authorized biologist or monitor shall guide project equipment around active ground squirrel burrows to reduce the likelihood of taking individual Mohave ground squirrels and minimize habitat disturbances

bull If a live Mohave ground squirrel is unearthed during project activities the Authorized Biologist shall rescue the squirrel and if it is the squirrels active period release it at least 50 meters from project activities If it is the squirrels dormant period then the biologist should construct an artificial burrow at least 50 meters from project activities and place the squirrel in the artificial burrow

bull Individual Joshua trees shall be avoided to the greatest extent possible Compensation for impacts to Joshua tree woodland shall be negotiated with CDFG prior to groundshydisturbing activities

bull Compensation for impacts to Mohave riparian forest shall be negotiated with CDFG prior to ground-disturbing activities

In addition to ensure that project impacts to other special-status wildlife species and Jurisdictional Waters and Wetlands would be mitigated to less than significant the following additional mitigation measures are recommended

bull Conduct pre-construction protocol surveys for desert tortoise Pre-construction surveys should be conducted no more than 30 days prior to construction operations Standard protocol language includes Protocol surveys for desert tortoise will follow the guidelines for linear projects stipulated in the Pre-Project Field Survey Protocol for Potential Desert Tortoise Habitats (USFWS 2010) As stated in this guideline a 10 meter wide belt that transects with 100 percent coverage would be conducted in all habitats capable of supporting the desert tortoise within the project area Ifneither tortoises nor sign are encountered during the Action Area surveys three additional 10 meter belt transects at 200 meter intervals parallel to the project area will be surveyed Surveys for determination of presence or absence are restricted to the desert tortoises active period which is April through Mayor September through October and at temperatures below 40 degrees Celsius

bull Should a desert tortoise burrow be observed during pre-construction surveys and the end is not visible the burrow should be scoped for tortoise occupancy All unoccupied burrows should be collapsed Should a live desert tortoise be observed during preshyconstruction surveys above- or below ground desert tortoise fencing must be installed around project work areas excluding access roads Tortoise fencing will avoid occupied burrows iffound Fence installation will require two desert tortoise clearance surveys within the exclusion area prior to beginning construction operations Any tortoises found within the exclusion fence the exclusion fence will be re-designed to exclude the tortoise from the project work area No handling of tortoises is permitted

bull A biological monitor is recommended for the duration ofproject construction operations Should a tortoise be observed during construction operations project activities will temporarily cease in the immediate area and allow the tortoise to move on its own accord

bull In accordance with federal and California State Endangered Species Acts the contractor shall immediately report all observations of desert tortoise or any listed species to LADWP Environmental Services and take care not to take or harass the species A LADWP Environmental Service Representative will inform appropriate federal and State resource agency personnel of the sighting

bull Implement pre-construction surveys and construction monitoring to minimize impacts to badger

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bull For any construction activities scheduled to occur during the nesting season (typically February 15 to July 31) pre-construction surveys should be conducted to identify any nesting birds If active nests are identified determine whether proposed activities within 200 feet could cause found nests to fail

Cultural Resources

bull Trenching boring and well locations in areas outside ofpreviously surveyed areas such as T -7 (EDA W 2003b) require a pedestrian archaeological survey and ifapplicable a record search prior to construction activities All activities shall be located to avoid historic and archaeological resources

bull Trenching and boring locations shall be located to avoid known historic or archaeological resources-in particular the historic and cultural resources at Trenches T-4 and T-5 and the geotechnical borings in and around CA-INY-22435703 CA-INYshy4591H HD-CS-OOIH (now CA-INY-6574) HD-CS-005H CA-INY-6575 (formerly HD-CS-002H) CA-INY-6577 and CA-INY-6585 shall be flagged for avoIdance A qualified archaeologist shall be retained to assist with determining acceptable location parameters for these trenches and borings The archaeologist is authorized to delineate the loci of the existing resources at Trenches T -4 and T -5 by use ofsmall-shovel test pits

bull A qualified cultural resources monitor shall be on-site during ground-disturbing activities at the adjusted Trench T-4 and T-510cations and at the borings in and around known cultural resources The cultural resources monitor shall have the authority to halt or redirect construction ifnew significant cultural resources are found

BE IT FURTHER RESOLVED that this Board fmds that with the implementation of the above mitigation measures potential impacts to air quality biological resources and cultural resources will be less than significant

BE IT FURTHER RESOLVED that this Board has reviewed and considered the information as contained in the proposed Addendum and that the Addendum reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board adopts the Addendum requires implementation of the mitigation measures adopts the Mitigation Monitoring and Reporting Plan approves the Geotechnical Investigations for the North Haiwee Dam No2 Project and approves the payment for permit and mitigation costs associated with this project

BE IT FURTHER RESOLVED that LADWP shall file a Notice of Determination with the Inyo County Clerk that finds that this Board has adopted the Addendum for the project that the Board has required implementation of the mitigation measures for the project that the Board has adopted the Mitigation Monitoring and Reporting Plan for the project and that there is no substantial evidence in light of the whole record that the project may have a significant effect on the environment

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of the record of proceedings for this project

ITEM NO 30 - Recommends approval of the Grid Reliability Study dated December 31 2010 that is required per Section 3B3 of the Once-Through-Cooling Policy Upon approval LADWP will fmalize and submit the Study to the State Water Resources Control Board and the Statewide Advisory Committee on Cooling Water Intake Structures Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Power System

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RESOLUTION NO 011-187

WHEREAS the Los Angeles Department of Water and Power (LADWP) has an obligation to provide adequate and reliable electricity service to its customers in The City of Los Angeles and

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners approves the Grid Reliability Study (GRS) dated December 31 2010

BE IT FURTHER RESOLVED that LADWP may use this GRS for submission to any agency or entity requiring LADWP to submit a reliability study

ITEM NO 31- Authorizes execution of Amendment No1 to Short Form IRU-12 Lease Agreement (Agreement No FO-500-092007) with Fox Entertainment Group Inc to continue to provide the Indefeasible Right of Use of a certain component of the LADWPs fiber optic network between 10351 Santa Monica Boulevard Los Angeles and Building 101 10201 Pico Boulevard Los Angeles The term ofAgreement is amended to five yeats Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-188

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 subordinate agreement to Optical Fiber Lease Agreement No FO-293-042004 (Master Agreement) between the Department of Water and Power of the City of Los Angeles (LADWP) and Fox Entertainment Group Inc was approved by the General Manager and became effective on January 18 2008 grants to Fox Entertainment Group Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 has an initial term of three (3) years which expired on January 18 2011 and

WHEREAS both the LADWP and Fox Entertainment Group Inc desire to extend the term of Short Form IRU-12 Lease Agreement No FO-500-092007 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No I to Short Form IRU-12 Lease Agreement No FO-500-092007 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Fox Entertainment Group Inc be and the same is hereby approved and ratified

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 the Assistant Secretary or the Acting Secretary ofthe Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 for and on behalfofLADWP

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ITEM NO 32 - Authorizes execution ofAmendment No1 to Short Form IRU-08 Lease Agreement (Agreement No FO-609-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network between One Wilshire 4th Floor MMR or MDF Room 624 South Grand Avenue Los Angeles California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to five years Submitted by ChiefOperating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-189

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-0l2006 (Master Agreement) between the Department ofWater and Power of the City of Los Angeles (LADWP) and Sohonet Inc was authorized by Board Resolution No 010-213 on February 22010 grants Sohonet Inc the Indefeasible Right ofUse ofa certain component ofthe LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 has an initial term of one (1) year which is set to expire on February 16 2011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-08 Lease Agreement No FO-609-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-08 Lease Agreement No FO-609-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 for and on behalfofLADWP

ITEM NO 33 - Authorizes execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement (Agreement No FO-610-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse ofa certain component of the LADWPs fiber optic network between ADS 948 Cahuenga Boulevard Hollywood California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to two years Submitted by Chief Operating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-190

WHEREAS this Short Form IRU-09 Lease Agreement No FO-61O-1212009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-01l2006 (Master Agreement) between the Department of Water and Power ofthe City of Los Angeles (LADWP) and Sohonet Inc was approved by the General Manager and became effective on February 19 2010 grants Sohonet Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

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WHEREAS this Short Form IRU-09 Lease Agreement No FO-61 0-122009 has an initial term ofone (1) year which is set to expire on February 192011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-09 Lease Agreement No FO-610-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU -09 Lease Agreement No FO-61 0-122009 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 for and on behalfofLADWP

ITEM NO 34 - Authorizes execution ofAmendment No 1 to Purchase Order 49019-1 (New Agreement No 47003) with Phimation Strategy Group for consulting services for change management efforts and training This Amendment increases contract amount by $235750 and extends the contract one year All other contract terms remain the same Submitted by Chief Operating Officer

RESOLUTION NO 011-191

WHEREAS the Los Angeles Department of Water and Power (hereinafter referred to as LADWP) and Phimation Strategy Group (hereinafter referred to as Consultant) entered into a contract wherein Consultant agreed to assist the General Managers Office (GM) to conduct change leadership training and culture change program and

WHEREAS effective September 13 2010 the LADWP and Consultant entered into Purchase Order Agreement No 49019-1 (which together with all amendments and supplements thereto hereinafter shall be referred to as the Agreement) and

WHEREAS the LADWP proposes to execute Amendment No1 to Purchase Order 49019-1 to extend the term through February 122012 and

WHEREAS the LADWP proposes to amend Purchase Order 49019-1 to increase the contract amount from $149000 to $384750 converting the General Manager Award to a Board Award (New Agreement No 47003) and

WHEREAS the amendment is necessary and proper to continue or complete certain activities authorized under the Agreement

NOW THEREFORE BE IT RESOLVED that the LADWP and Consultant agree to amend the Purchase Order Agreement No 49019-1 as follows

Make an administrative change in the Agreement number from 49019-1 to 47003 2 The term ofthe Agreement has been extended through February 122012 3 The total cost ofthe Agreement is increased by $235750 for a maximum expenditure

limit of $384750

1

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4 Add Line Item 002 to read as follows Change Leadership Training and Culture Change Program - Additional Services as described in Service Definition All not-to-exceed $235750

5 Delete and replace terms under Page 2 Service Definition 6 Delete and replace terms described under Pages 2-3 Invoice and Payments 7 Delete terms under Pages 3-4 Itemized Expenses in its entirety 8 Delete and replace terms described under Page 9 Termination

BE IT FURTHER RESOLVED that pursuant to City Charter Section 371 (e)(2) the use of competitive bidding for this agreement is not practicable or advantageous because the work to be performed is of an expert professional temporary and occasional character

BE IT FURTHER RESOLVED the Board finds in accordance with Charter 1022 of the Los Angeles City Charter that the services to be performed under this contract can be more economically and feasibly performed by an independent contractor than by City employees

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under this Agreement and

BE IT FURTHER RESOLVED that the President or 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 of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalfofLADWP

ITEM NO 35 - Awards Amendment No2 to Contract No 969 to Furnish and Deliver Tires and Tubes to TCI Tire Centers LLC for a cooperative purchase with City ofLos Angeles Department of General Services Division Contract No 58289 The amendment will increase the second optional period by $1012595 All other contract tenns shall remain the same Submitted by Chief Operating Officer and Chief Administrative Officer

RESOLUTION NO 19362

WHEREAS TCI Tire Centers LLC was awarded Contract No 969 a cooperative purchase to City ofLos Angeles Department of General Services Division Contract 58289 for furnishing and delivering of tires and tubes and

WHEREAS the Los Angeles Department of Water Power (LADWP) utilizes Contract No 969 to provide routine maintenance to LADWPs motor pool and

WHEREAS LADWPs Joint System recommends Amendment No2 to Contract No 969 with TCI Tire Centers LLC to increase the second optional period by $101259500 to $180000000 and

WHEREAS Contract No 969 is coterminous with the City ofLos Angeles Contract No 58289 which expires on May 31 2011 No additional time is needed

NOW THEREFORE BE IT RESOLVED that Amendment No2 to Contract No 969 is approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee is hereby authorized and directed to draw demands upon the Water and Power Revenue Funds in accordance with the terms of this amendment awarded pursuant to Contract No 969 and this resolution

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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 themiddot Acting Secretary of the Board are hereby authorized and directed to execute said contract for and on behalf ofLADWP

ITEM NO 36 - Authorizes execution ofa Purchase and Sale Agreement ofReal Property at 12655 Garber Street Pacoima California for the Water Systems Garber Street Recycled Water Tank Project for the purchase price of$350000 plus closing and incidental expenses (Real Estate File W-36943) Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-192

W-36943 (Purchase ofFee Property Required for the Garber Street Recycled Water Tank)

WHEREAS the Los Angeles Department of Water and Power (LADWP) would like to acquire a parcel of land (which includes a residence) for the Garber Street Recycled Water Tank and

WHEREAS the LADWP has identified property owned by Jules M Adger (Seller) located at 12655 Garber Street Pacoima California which LADWP desires to acquire and

WHEREAS the Board ofCommissioners of the Los Angeles Department of Water and Power has the authority pursuant to Los Angeles City Charter Section 675(d)(1) to acquire by purchase all real property convenient for LADWP purposes

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners hereby approve substantially as to form the Purchase and Sale Agreement between LADWP and the Seller and

BE IT FURTHERRESOLVED 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 directed and empowered to execute said Purchase and Sale Agreement for and on behalf of the LADWP The Manager ofReal Estate is authorized empowered and directed to execute Escrow Documents and other related documents for and on behalf of the LADWPand

BE IT FURTHER RESOLVED that the Chief Accounting Employee ofLADWP upon proper certification is hereby authorized and directed to authenticate a demand or demands upon the proper revenue fund for payment of the $350000 purchase price plus closing and incidental expenses at least five days prior to the close ofescrow

ITEM NO 37 - Approves payment of $33890899 to the State ofCalifornia Department of Industrial Relations for Workers Compensation Self-Insurance Program administration fees for Fiscal Year 2010-201 L Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-193

WHEREAS the City of Los Angeles Department of Water and Power (LADWP) is selfshyinsured and self-administered for its workers compensation liability

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BE IT RESOLVED that the payment ofWorkers Compensation Self-Insurance Program administration fees for the Fiscal Year 2010-2011 as assessed by the State of California Department of Industrial Relations in their invoice dated November 302010 is $33890899 and pursuant to California Labor Code Sections 625 and 626 is authorized and directed

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to authenticate a demand on the Water Revenue Fund in payment of the above fees arising from the requirements of California Labor Code 625 and 626

ITEM NO 39 - Approves the water quality improvement demand side management reclaimed water and water security expenditures for the twelve month period commencing July 1 2011 Submitted by Chief Operating Officer Interim Chief Financial Officer and

Senior Assistant General Manager - Water System

RESOLUTION NO 011-194

WHEREAS Water Rates Ordinance No 170435 as amended by Ordinance Nos 171639 173017 175964 177968 and 179802 authorizes the recovery of certain qualified Board approved expenditures for Water Quality Improvement Programs through the Water Quality Improvement Adjustment Factor for Demand Side Management and Reclaimed Water Programs through the Water Procurement Adjustment Factor and Water Security costs through the Water Security Adjustment Factor

NOW THEREFORE BE IT RESOLVED that the Board approves Schedules A B C and D which are on file with the Secretary of the Board which describe and identifY (A) water quality expenditures totaling $3374 million (B) demand side management expenditures totaling $310 million (C) reclaimed water expenditures totaling $761 million and (D) water security expenditures totaling $686 million for the twelve-month period from July 1 2011 through June 30 2012

ITEM NO 40 - Authorizes the issuance ofa maximum of $350 million of Water System Refunding Revenue Bonds for the purpose of refinancing higher interest rate bonds with lower interest rate bonds Council approval is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 4831

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMISSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing ofUp to $350000000 Pursuant to Section 609 of The Charter ofThe City ofLos Angeles Through the Issuance of

Revenue Bonds Payable from the Water Revenue Fund

Resolution No- 4831

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City of Los Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power ofthe City of Los Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter of The City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Water Revenue Fund to evidence the indebtedness created by such borrowing

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Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations of the Department payable from the Water Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

THREE HUNDRED FIFTY MILLION DOLLARS ($350000000)

and said Bonds are to be issued in one or more series or sub series at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number of days elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer ofthe Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 ofOrdinance No 172353 of the City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 of Division 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale ofeach series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with respect to the Bonds shall not exceed ten percent ofthe principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 ofthis Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest costfor the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number ofdays elapsed

Section 9 The authorization ofthe issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance ofbonds on account of the Water System heretofore made by resolution of this Board

Section 10 The Secretary ofthis Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices ofthe Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office ofAdministrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 30

ITEM NO 41-Authorizes the issuance ofa maximum of$I5 billion ofPower System Refunding Revenue Bonds to refinance or replace existing Power System Revenue Bonds mostly set with higher interest rates with lower rates thereby lowering LADWPs cost of debt Council approval is required Submitted by ChiefOperating Officer and Interim Chief Financial Officer

RESOLUTION NO 4830

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMSSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing of Up to $1500000000 Pursuant to Section 609 of The Charter of The City of Los Angeles Through the Issuance of

Revenue Bonds Payable from the Power Revenue Fund

Resolution No 4830

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City ofLos Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power of the City ofLos Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter ofThe City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Power Revenue Fund to evidence the indebtedness created by such borrowing

Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations ofthe Department payable from the Power Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

ONE BILLION FIVE HUNDRED MILLION DOLLARS ($1500000000)

and said Bonds are to be issued in one or more series or subseries at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of 365 days for the actual number ofdays elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer of the Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 of Ordinance No 172353 ofthe City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 ofDivision 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale of each series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 31

is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with re~pect to the Bonds shall not exceed ten percent of the principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 of this Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of365 days for the actual number of days elapsed

Section 9 The authorization of the issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance of bonds on account of the Power System heretofore made by resolution of this Board

Section 10 The Secretary of this Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices of the Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office of Administrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

ITEM NO 42 - Authorizes execution of Agreement No 47582 with Dewey amp LeBoeufLLP for Legal Services related to Merger and Acquisition Transactions to divestiture of power assets and the potential acquisition of non-carbon replacement assets The total amount not to exceed $1000000 for a term ofeighteen months Submitted by Chief Operating Officer and General Counsel

RESOLUTION NO 011-195

WHEREAS the Office of the City Attorney (City Attorney) on behalf ofthe Los Angeles Department of Water and Power (LADWP) solicited requests for proposals from law firms to assist the City Attorney in providing LADWP advice and representation in matters related to the Departments merger and acquisition transactions (M amp A) to divestiture ofpower assets and the potential acquisition of non-carbon replacement assets

WHEREAS the City Attorney selected the law finn of Dewey amp LeBoeuf LLP from a competitive bidding process for providing the necessary legal services and

WHEREAS the City Attorney finds that an appropriation of$lOOOOOO for a period of eighteen months is necessary at this time to manage anticipated M amp A transactions

BE IT RESOLVED that in compliance with City Charter Section 1022 the Board of Water and Power Commissioners of the City ofLos Angeles (Board) finds it is more feasible to have the assistance ofoutside counsel due to the complexity of and the expertise required for the aforementioned transactions

BE IT FURTHER RESOLVED the President or 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 of the Board be and they are hereby authorized and directed to execute Agreement No 47582 (or one in substantial form and content as the one submitted herewith as determined by the City Attorney) for and on behalf ofLADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 32

BE IT FURTHER RESOLVED that the Chief Accounting Employee of LADWP upon proper certification be and is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under said Agreement

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 48 - Reports were given by Management concerning matters relating to Department operations as follows

a) Integrated Resource Plan Update (Michael Webster Power Engineering Manager)

b) Renewable Portfolio Standard Project Update

Deemed accepted

c) 2010 Urban Water Management Plan (Tom Erb Director of Water Resources)

Written recommendations approved by the General Manager transmitting the following resolutions approved as to form and legality by the City Attorney

ITEM NO5 - Approval of the minutes of the January 4 2011 regular meeting of the Board of Water and Power Commissioners

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO6 - Authorizes award of Specification No 199 to Furnish and Deliver Meters Cold Positive Displacement Type to Neptune Technology Group Inc for a total amount not to exceed $22692293 for a term of one year with two optional one-year periods Submitted by Chief Operating Officer Senior Assistant General Manager - Water System and Chief Administrative Officer

RESOLUTION NO 19363

WHEREAS this contract is to furnish and deliver Meters Cold Positive Displacement Type and

WHEREAS Neptune Technology Group Inc is the lowest compliant bidder under Specification No 199 and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Water System recommends that Neptune Technology Group Inc be awarded a contract under Specification No 199

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 33

NOW THEREFORE BE IT RESOLVED that Neptune Technology Group Inc is awarded Contract No 199 for a total maximum amount not to exceed $2269229300 which includes all optional periods for a term of one-year with two optional one-year extensions under Specification No 199 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the President or Vice President 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 contract for and on behalf of the LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 199 and this Resolution

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO7 - Authorizes award of Specification No 217 to Furnish and Deliver Broadcaster Network Equipment and Software to Evertz Microsystems Ltd for a total amount not to exceed $4750000 for a term of one year with four optional one-year periods Council approval is required Submitted by Chief Operating Officer and Chief Administrative Officer RESOLUTION NO 19364

WHEREAS the Los Angeles Department of Water and Power (LADWP) identified broadcaster video network service as an innovative growth opportunity serving Los Angeles extensive entertainment industry and developed the VideoMAN infrastructure and

WHEREAS this contract is to furnish broadcaster video network equipment and software providing LADWP with the spares and upgrades to meet the demands for this service and

WHEREAS without a contract the LADWP will not be able to support its existing customers and will suffer customer and revenue loss and

WHEREAS LADWPs Joint System recommends a sole source contract be awarded to Evertz Microsystems Ltd (Evertz) the manufacturer of the original equipment and

WHEREAS this contract combined with previous contracts with Evertz constitutes continued contracting exceeding the three year time period set by Ordinance

THEREFORE BE IT RESOLVED that Evertz Microsystems Ltd is awarded a sole source contract under City Charter Section 371(e)(7) for a total amount not to exceed $475000000 which includes all optional periods for a term of one year with four optional one-year periods under Specification No 217 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to draw demands on the Water and Power Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 217 and this resolution

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 34

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Agreements for and on behalfof LADWP after approval by the Los Angeles City Council pursuant to Administrative Code 105

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 20 - Authorizes execution of Confidentiality Agreement DWP No BP 11-001 with California High-Speed Rail Authority in order to assist in its design and development of the California High Speed Rail Project for a term of three years and at no cost Submitted by Chief Operating Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 011-196

WHEREAS California High Speed Rail Authority (CHSRA) desires to engage in a Cocentidentiality Agreement with the Los Angeles Department of Water and Power (LADWP) to maintain proprietary matters confidential for security purposes and

WHEREAS LADWP and CHSRA recognize that utility infrastructure information must remain confidential for security purposes and

WHEREAS CHSRA needs to review the confidential information ofLADWP to design and develop the California High-Speed Train Project The expiration will be three years from the date ofapproval

NOW THEREFORE BE IT RESOLVED that the Confidentiality Agreement DWP No BP 11-001 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and High Speed Rail Authority be and the same is hereby approved and

BE IT FURTHER RESOLVED that the President or the Vice President of the Board or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized and directed to execute the Agreement for and on behalf of LAD WP

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 21- Authorizes execution ofAmended Memorandum of Understanding on Imperial Valley Geothermal Feasibility and Exploration LADWP No BP 09-025A with the Imperial Irrigation District Southern California Public Power Authority and the Cities of Burbank Glendale Colton and Pasadena The amendment will change a number of provisions in the MOU including adding 160 acres ofLADWP owned property LADWP expenditures will not exceed $18 million and the term is for six years from 2011 to 2016 Submitted by ChiefOperating Officer and Senior Assistant General Manager - Power System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 35

RESOLUTION NO 011-197

WHEREAS the original Memorandum ofUnderstanding (MOU) of Imperial Valley Feasibility and Exploration LADWP No BP 09-025 among the Los Angeles Department of Water and Power (LADWP) Imperial Irrigation District (lID) Cities of Burbank Glendale Colton Pasadena and the Southern California Public Power Authority (SCPPA) was approved by this Board ofWater and Power Commissioners (Board) on September 1 2009 under Resolution No 010-081 and

WHEREAS the Board conditionally approved Geothermal Lease Agreement No1 LADWP No BP 09-028 on September 15 2009 under Resolution No 010-100 upon the prerequisite that LADWP add its procurement policies and procedures to the original MOU and

WHEREAS the lID Board concurrently requested an amendment to the original MOU to incorporate an Exploration Structure Due Diligence Effort as a precondition to its approval of the MOU and

WHEREAS the parties of the original MOU renegotiated the terms and conditions to include an additional 160 acres ofreal property owned by LADWP LADWPs procurement policies and procedures and incorporate a preliminary assessment identified as the Exploration Structure Due Diligence Effort

NOW THEREFORE BE IT RESOLVED that the Amended MOU on Imperial Valley Feasibility and Exploration LADWP No BP 09-025A among LADWP lID Cities of Burbank Glendale Colton Pasadena and SCPP A 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 General Manager or Acting General Manager or such person that the General Manager or Acting General Manager shall designate in writing is hereby authorized and directed to execute the Amended MOU for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the funding for the Imperial Valley Feasibility and Exploration project previously approved by this Board on September 1 2009 under Resolution No 010-081 shall remain in effect subject to the reapportionment identified within the Amended MOU (LADWP No BP09-025A) and related appendices

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person that the General Manager or Acting General Manager designates in writing is hereby authorized to perform all duties and obligations as project manager set forth in the Amended MOU

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising from or related to exploration costs and manage any payment offset or credits for any applicable annual rental payments in accordance with the terms and conditions ofthe Amended MOU on Imperial Valley Feasibility and Exploration (LADWP No BP 09-025A)

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 36

ITEM NO 26 - Authorizes LADWPs General Manager to Execute Amendment No 10 Lease PRC 80799 with the California State Lands Commission allowing LADWP to implement gravel cover as Best Available Control Measures on 203 square miles of area on Owens Lake Total costs estimated to be $165473750 and term is December 102010 to May 1 2019 Submitted by Chief Operating Officer and Senior Assistant General Manager shyWater System

RESOLUTION NO 011-198

WHEREAS the Los Angeles Department of Water and Power (LADWP) as part of construction and implementation of the Owens Lake Dust Mitigation Program (OLDMP) has implemented dust mitigation measures and constructed facilities on portions of Owens Lake on sections of State land under the jurisdiction of the California State Lands Commission (CSLC) and

WHEREAS OLDMP activities have been allowed among other authorizations under Lease PRC 80799 and its nine amendments with CSLC and

WHEREAS LADWP is required by the Great Basin Unified Air Pollution Control District (GBUAPCD) to implement OLDMP Phase 8 gravel cover as Best Available Control Measures by November 6 2012 on certain sections of State land under the jurisdiction of CSLC and

WHEREAS on December 102010 CSLC approved Lease PRC 80799 Amendment No 10 that incorporates activities of the OLDMP Phase 8 into Lease PRC 80799 and

WHEREAS CSLC has sent Lease PRC 80799 Amendment No 10 for execution by the General Manager ofLADWP and

WHEREAS the cost of complying with the lease conditions such as purchase of Carbon OffsetslRenewable Energy Public Trust Value mitigation and Attorneys Fees commitment in Lease PRC 80799 Amendment No10 require the City of Los Angeles Board of Water and Power Commissioners approval and

WHEREAS the cost of complying with the lease conditions is estimated to be $165473750 and

WHEREAS Lease PRC 80799 and the first eight amendments duration is for 20 years and covers LADWPs various dust control measures operations and activities from May 1 1999 to May 12019 and

WHEREAS Lease PRC 80799 Amendment No 9s duration is for three years from June 28 2010 or until such time as a Master Plan for Owens Lake is approved by the CSLC and covers LADWPs tillage dust control measures operations and activities and

WHEREAS Lease PRC 80799 Amendment No 10s duration is from December 102010 to May 12019 and

NOW THEREFORE BE IT RESOLVED that Lease PRC 80799 Amendment No1 0 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between the Department of Water and Power of the City of Los Angeles and the California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratify and execute said lease amendment for and on behalf of the LADWP

Approval moved by Commissioner Parfrey

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 37

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey

Noes None

ITEM NO 38 - A written recommendation was received from the Chief Operating Officer and Interim Chief Financial Officer approved by the General Manager recommending the adoption of a resolution approved as to form and legality by the City Attorney authorizing execution ofAgreement No47002 with P A Consulting Group Inc to analyze and assist the Los Angeles Department ofWater and Power to develop a revenue requirement and rate structure

This item was withdrawn

ITEM NO 43 - Adopts an ordinance by the Council of the City ofLos Angeles transferring surplus money from the Power Revenue Fund to the City Reserve Fund during the 20102011 fiscal year the sum of$258815000 Council approval by ordinance is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 011-199

BE IT RESOLVED

1 That the Charter provides that this Board may after the close ofa fiscal year consent to a transfer of surplus money from the Power Revenue Fund to the Reserve Fund of the City based on audited financial data and

2 That this Board finds and determines after first considering and subject to all covenants made by the Department with respect to transfers from the Power Revenue Fund that there is surplus money in the Power Revenue Fund as of the close of fiscal year 200911 0 and consents to the transfer of $258815000 of said surplus money to the Reserve Fund of the City during fiscal year 201011 and pursuant to the terms ofthis resolution and

3 That this Board does further consent that the Council ofThe City ofLos Angeles adopt an ordinance in words and figures substantially as follows to wit

ORDINANCE NO

An ordinance directing the transfer of surplus money from the Power Revenue Fund of the Department of Water and Power to the Reserve Fund ofThe City of Los Angeles during Fiscal Year 20 WIll

THE PEOPLE OF THE CITY OF LOS ANGELES DO ORDAIN AS FOLLOWS

Section 1 Subject to audited fmancial data for fiscal year ended 200910 and all covenants made by the Department of Water and Power (Department) with respect to transfers from the Power Revenue Fund and subject to there having been and only to the extent that there was surplus money in the Power Revenue Fund at the close of the 200910 fiscal year and subject to the declaration ofconsent adopted by the Board of Water and Power Commissioners it is hereby directed that $258815000 be transferred from the Power Revenue Fund of the Department to the Reserve Fund of the City during the 201011 fiscal year

Section 2 The City Clerk shall certify to the passage of this ordinance and have it published in accordance with Council policy either in a daily newspaper circulated in the City of Los Angeles or by posting for ten days in three public places in the City ofLos Angeles one copy on the bulletin board located in the Main Street entrance to the Los Angeles City Hall

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 38

one copy on the bulletin board located at the Main Street entrance to the Los Angeles City Hall East and one copy on the bulletin board located at the Temple Street entrance to the Los Angeles County Hall ofRecords

BE IT FURTHER RESOLVED that after the adoption of an ordinance as set forth in (3) above the Chief Accounting Employee of this Department is directed upon certification by the General Manager to cause to be transferred $129407000 within 10 days after the effective date of the ordinance in one lump sum payment from the Power Revenue Fund of the Department to the Reserve Fund ofthe City and to cause to be transferred the remaining amount in equal monthly installment payments from the Power Revenue Fund of the Department to the Reserve Fund of the City so that by June 30 2011 $258815000 has been paid Such transfers shall be made only after the City has paid the Power Revenue Fund all monthly charges for power services for which the City was billed by the Department

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 44 - Authorizes execution ofAgreement No WR 10-1030 with the Los Angeles Department ofPublic Works Bureau of Sanitation and West Basin Municipal Water District for Recycled Water Services to the Los Angeles Harbor Area for the design construction and operation of the facilities needed to produce and convey 9300 acre-feet per year of recycled water to LADWPs large industrial and irrigation customers LADWP will fund up to $111979472 for new and existing capital improvements and the initial term ofthirty years which may be extended in increments often years Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-200

WHEREAS one of the primary goals of the Los Angeles Department ofWater and Power (LADWP) is to ensure that the City of Los Angeles (City) has a reliable water supply and

WHEREAS in response to the Citys potable water supply challenges LADWP in 2008 prepared the Water Supply Action Plan titled Securing LAs Water Supply that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

WHEREAS LADWP entered into a 25-year agreement (adopted by the Board under Resolution No 91-0344) with the Los Angeles Department ofPublic Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) on June 3 1991 which allows WBMWD to purchase secondary effluent from the PW BOS Hyperion Treatment Plant (HTP) and in exchange LADWP is allowed to purchase 25000 AFY of tertiary treated Title 22 recycled water from WBMWD at an amount no greater than WBMWDs actual cost to produce and reconvey the recycled water back to LADWP and

WHEREAS WBMWD owns and operates the Juanita Millender-McDonald Carson Regional Water Recycling Plant (CRWRP) located in the City of Carson just north of the LADWP service area and

WHEREAS the Harbor Refineries Recycled Water Pipeline Project currently being constructed will provide the delivery method for recycled water in the Los Angeles Harbor Area to large industrial and irrigation customers and will include a point-of-connection at the Los Angeles City boundary with the City of Carson and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 39

WHEREAS to accomplish delivery of nitrified Title 22 recycled water to Los Angeles Harbor Area customers new treatment facilities need to be constructed at the CRWRP including expansion of the nitrification treatment facilities at the CRWRP as well as the construction of a pipeline in the City of Carson to a point-of-connection at the boundary to the City of Los Angeles and

WHEREAS PWBOS agrees to supply secondary effluent from the HTP to WBMWD and LADWP agrees to purchase tertiary treated disinfected nitrified Title 22 recycled water from WBMWDand

WHEREAS WBMWD has agreed to provide a reliable source of nitrified Title 22 recycled water to the Los Angeles Harbor Area and

WHEREAS the facilities being built by WBMWD and the dedicated current facilities owned by WBMWD to assist LADWP with supplying recycled water will benefit the citizens of Los Angeles for 30 years

NOW THEREFORE BE IT RESOLVED that the proposed Agreement approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP PWBOS and WBMWD be and the same is hereby approved and

BE IT FURTHER RESOLVED that the ChiefAccounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of the obligations arising under this Agreement

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Agreement No WR 10-1030 for and on behalf of LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee will recognize the funds paid to WBMWD to construct to expand and to dedicate WBMWDs assets so as to have the ability to serve LADWP shall be accounted for as a regulatory asset of the Water System that will be amortized over the life of the project which is 30 years

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 45 - Authorizes execution ofAmendment No 1 to Agreement with Los Angeles Public Works Bureau of Sanitation and West Basin Municipal Water District (Resolution No 91-0344) This Amendment supports the City of Los Angeles commitment to maximize the reuse ofwastewater effluent for beneficial reuse The term remain the same Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-201

WHEREAS in response to the City of Los Angeles (City) potable water supply challenges LADWP in 2008 prepared Securing LAs Water Supply a water supply action plan that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 40

WHEREAS LADWP has identified the potential for significant amounts of recycled water usage for industrial purposes in the Los Angeles Harbor Area (Harbor Area) and

WHEREAS there is an existing agreement adopted by the Board under Resolution No 91-0344 (Agreement) among and between LADWP the Los Angeles Department of Public Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) that allows for the conveyance ofsecondary effluent produced at the PWBOS Hyperion Wastewater Treatment Plant (HTP) to the WBMWD Edward C Little Water Recycling Plant (ECL) in EI Segundo California for tertiary treatment and subsequent beneficial reuse and

WHEREAS to provide recycled water to the Harbor Area and to adjacent areas Amendment No 1 to Agreement (Amendment) is necessary to increase WBMWDs secondary effluent wastewater conveyance capability by expanding their existing pump station located at the HTP to a planned ultimate capacity of 70 million gallons per day (MGD) to convey secondary effluent from HTP to ECL and

WHEREAS the PWBOS has the resources and technical expertise to perform wastewater source control pollution prevention and the public outreach activities necessary to comply with all required recycled water regulatory requirements imposed by the State of California Department of Public Health and California Regional Water Quality Control Board and

WHEREAS designating PWBOS as the responsible agency to perform source control will ensure compliance with National Pollution Discharge Elimination Systems permit requirements for which PWBOS will be reimbursed by WBMWD

NOW THEREFORE BE IT RESOLVED that the proposed Amendment approved as to form and legality by the City Attorney and filed with the Secretary of the Board to increase secondary effluent wastewater conveyance and to designate PWBOS as the agency responsible for wastewater source control is hereby approved

BE IT FURTHER RESOLVED that the President or Vice President of this Board the General Manager or such person as the General Manager shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of the Board are hereby authorized empowered and directed to execute said Amendment for and on behalfof LADWP

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 46 - A written recommendation was received from the Personnel Relations Committee that the Board approve their report relative to Grievance No B-074-09 filed by Mr James R Cole

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 41

The following items were presented by the Secretary and ordered filed

ITEM NO 47-A - A report from the Interim Chief Financial Officer showing receipts disbursements and cash balances of the Water and Power Revenue Funds for the month ending December 312010 as follows

REVENUE FUNDS (in thousands)

WATER POWER Beginning Balance December 1 2010 $ 281806 $ 688330

ADD Customer Collections 110560 297326 DWP Interfund Transfers 89106 29923 IPP Subordinated Notes 11343 Other City Departments 6040

Total Receipts $ 199931 $ 344632

LESS Payments to Vendors 62276 237418 Bond Redemption and Interest 57863 124941 Payrolls 23817 52513 SewerlUtility Taxes 38316 49427 DWP Interfund Transfers 36036 42291 Other City Departments 8377 Total Disbursements $ 218321 j 514~967

Ending Balance December 31 2010 $ 263416 $ 517995

ITEM NO 47-B - Monthly report ofactivities for the following units

bull Water System (December 2010)

bull Power System (November 2010)

bull Financial Services Organization (November 2010IDecember 2010)

ITEM NO 47-C - Reports for informational purposes

bull Quarterly Status Report on Water Quality Regulatory Compliance Projects

bull Investment Report Quarter Ending September 30 2010

bull Legislative and Regulatory Update

THE BOARD shall recess to closed session for a conference with legal counsel regarding

A Existing litigation in the following matter

1 Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

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REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 42

2 City of Los Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

B Anticipated litigation in the following matters

1 Discussion regarding initiation of litigation (1 case) pursuant to Subdivision (c) of Section 549569 of the California Government Code

2 Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

MEETING RECESSED at 1240 pm

MEETING RECONVENED at 1250 pm

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 lO22 AM Page 43

Los Angeles California February 12011

MINUTES OF CLOSED SESSION OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

HELD IN ROOM 1555-H FEBRUARY 12011

1250 PM

Meeting called to order by President Thomas S Sayles and roll called

Present Commissioners President Sayles Eric Holoman Christina E Noonan Jonathan Parfrey

Absent None

A quorum present

In attendance were the following

Ronald O Nichols General Manager Martin L Adams Director of Water Operations Oscar Alvarez Electrical Engineer Aram H Benyamin Senior Assistant General Manager - Power System Joseph Brajevich Assistant General Counsel Water and Power Dirk Broersma Assistant City Attorney Richard M Brown General Counsel Water and Power Priscila Castillo Deputy City Attorney Michael A Coia Executive Director ofPower System Operations and Maintenance Lonnie Eldridge Deputy City Attorney James B McDaniel Senior Assistant General Manager - Water System Lorraine Paskett Senior Assistant General Manager - Sustainability Programs

and External Affairs Ann M Santilli Interim Chief Financial Officer Mark J Sedlacek Director of Environmental Affairs Kenneth Silver Electrical Service Manager Eskel H Solomon Assistant City Attorney Cecilia KT Weldon Chief Administrative Officer

Also in attendance

David Kim Mayors Office

A CLOSED SESSION was held for a conference with legal counsel regarding

Existing litigation in the following matters

ITEM NO 49 Al Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 44

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$14263507 to Allstate Insurance Company in full and complete settlement ofLADWP Claim Number 1026286

RESOLUTION NO 011-202

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Power Revenue Fund in the sum of $14263507 to be paid in the form ofa draft to Allstate Insurance Company Said payment is in full compromise and complete settlement ofLADWP Claim Number 1026286 which arose out of fire damage to personal and real property at 4333 Griffin Avenue Los Angeles California on September 25 2009 The City Attorney is hereby authorized to deliver said draft to Allstate Insurance Company andor the Law Office of Cuibreth amp Schroeder LLR upon receipt of a properly executed Full Release of All Claims and Request for Dismissal

Seconded by President Sayles and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Anticipated litigation in the following matter

ITEM NO 49 B2 (1st case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$5935695 to Landmark Property Management Group LLC in full compromise and complete settlement ofLADWP Claim Number 1027520

RESOLUTION NO 011-203

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $5935695 to be paid as follows a draft in the amount of $5935695 payable to Landmark Property Management Group LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1027520 which arose out of damage done to the structure known as the Santa Fe Loft Apartments at 121 East Sixth Street Los Angeles on August 5 2010 as the result of a Water System water main break The City Attorney is hereby authorized to deliver said draft to Landmark Property Management Group LLC upon receipt ofa properly executed Full Release of All Claims and Request for Dismissal

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 45

Anticipated litigation in the following matter

ITEM NO 49 B2 (20d case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(l) of Section 549569 of the California Government Code

Discussion held action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$8000000 to National Subrogation Services in full compromise and complete settlement ofLADWP Claim Number 1025898-19

RESOLUTION NO 011-204

BE IT RESOLVED by the Board ofWater and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $8000000 to be paid as follows a draft in the amount of $8000000 payable to National Subrogation Services LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1025898-19 which arose out of damage to the business known as Canyon Beachwear located at 13035 Ventura Boulevard Studio City on September 52009 The City Attorney is hereby authorized to deliver said draft to National Subrogation Services LLC upon receipt of a properly executed Full Release ofAll Claims and Request for Dismissal

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Existing litigation in the following matter

ITEM NO 49 A2 - City ofLos Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

Discussion held - no action taken

Anticipated litigation in the following matter

ITEM NO 49 B2 (3rd case) - Discussion regarding significant exposure to litigation (3 caSes) pursuant to Subdivision (b )(1) of Section 549569 of the California Government Code

Discussion held - action taken but not a final action that was reportable

Anticipated litigation in the following matter

ITEM NO 49 Bl- Discussion regarding initiation oflitigation (l case) pursuant to subdivision (c) of Section 549569 of the California Government Code

Discussion held - no action taken

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REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 46

COMMISSIONER NOONAN moved the meeting be adjourned

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Meeting adjourned at 1 30 pm

An announcement was made in the Board Room regarding adoption ofthree resolutions one pertaining to the settlement of Los Angeles Superior Court Case Number BC448561 and two pertaining to the settlement ofLADWP Claim Number 1027520 and LADWP Claim Number 1025898-19

SIGNED

~AtrufL~~ SECRETARY

ATTEST

vs~ PRES~T

Page 3: Los Angeles, California, February 1,2011 WATER AND POWER

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 3

RESOLUTION NO 19356

WHEREAS through a competitive bid process the Los Angeles Department of Water and Power (LADWP) sought to furnish and deliver parts components equipment and accessories for repair and replacement of Wallace and Tieman Chlorination and Chemical Feed Systems under Specification No N-231 and

WHEREAS LADWP received one bid from Siemens Water Technologies Corporation (Siemens) which was determined to be non-responsive for taking exceptions to LADWPs terms and conditions in the areas of payment delivery ownership ofmaterials warranty and import duties and

WHEREAS LADWP entered into negotiations with Siemens which resulted in Siemens agreeing to retract all their exceptions and fully comply with LADWPs terms and conditions as specified and

WHEREAS LADWPs Water System recommends a negotiated contract be awarded to Siemens under Specification No N-231

NOW THEREFORE BE IT RESOLVED that Siemens is awarded a negotiated contract for a total amount not to exceed $451875000 for a period of one year and two one-year optional periods under Specification No N-231 approved as to form and legality by the City Attorney and on file with the Secretary of the Board and

BE IT FURTHER RESOLVED that the President or 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 of the Board be and they are hereby authorized and directed to execute said contract for and on behalfof the Department of Water and Power and

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No N-231 and this resolution

ITEM NO 10 - Authorizes award of Specification No 232 to Furnish and Deliver Aggregate for Concrete and Other Uses to Granite Construction Company for a total amount not to exceed $1197240 for a term ofone year with one optional one-year period Submitted by Chief Operating Officer and Chief Administrative Officer

RESOLUTION NO 19357

WHEREAS Granite Construction Company is the lowest bidder for Group A Items I through 117 for Specification No 232 and

WHEREAS No award is recommended for Group B Items 118 through 122 since two bidders were found to be non-responsive due to not making a Good Faith Effort and two bidders bid material only and did not include hauling charges in accordance with Specification 232 and

WHEREAS LADWPs Joint System recommends award of this contract for Group A only

NOW THEREFORE BE IT RESOLVED that Granite Construction Company is awarded the contract for Group A for a total amount not to exceed $119724000 for a term of one year with one optional one-year extension approved as to form and legality by the City Attorney and on file with the Secretary of the Board and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 4

BE IT FURTHER RESOLVED that the President or 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 of the Board be and they are hereby authorized and directed to execute said contract for and on behalf of the Department of Water and Power and

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water and Power Revenue Funds in accordance with the terms of this contract awarded pursuant to Specification No and this resolution

ITEM NO 11 - Authorizes award of Specification No 240 to Furnish and Deliver Liquid Zinc Orthophosphate to Carus Corporation for a total amount not to exceed $2242579 for a term of one year with one optional one-year period Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 19358

WHEREAS Carus Corporation is the lowest complying bidder under Specification No 240 and

WHEREAS this contract is to furnish and deliver Liquid Zinc Orthophosphate and the Los Angeles Department of Water and Powers (LADWP) Water System recommends award of this contract

NOW THEREFORE BE IT RESOLVED that Carus Corporation is awarded the contract for a total amount not to exceed $224257900 for a term of one year with one optional one-year extension under Specifications No 240 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 240 and this resolution

BE IT FURTHER RESOLVED that the President or Vice President or the General Manager or such person as the General Manager shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary ofthe Board are hereby authorized and directed to execute said contract for and on behalf of LADWP

ITEM NO 12 - Authorizes award of Specification No 249 to Furnish and Deliver Douglas Fir Poles Through-Bored Pressure Treated with Pentachlorophenol-in-Petroleum Oil to McFarland Cascade Holdings Inc for a total amount not to exceed $8280564 for a term of one year with two optional one-year periods Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 19359

WHEREAS McFarland Cascade Holdings Inc is the lowest bidder under Specification No 249 and

WHEREAS this contract is to furnish and deliver Douglas Fir poles through-bored pressure treated with pentachlorophenol-in-petroleum oil and the Los Angeles Department of Water and Powers (LADWP) Power System recommends award of this contract

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 5

NOW THEREFORE BE IT RESOLVED that McFarland Cascade Holdings Inc is awarded the contract for a total amount not to exceed $828056400 for a term ofone year with two one-year optional years under Specification No 249 approved as form and legality by the City Attorney and on file with the Secretary of the Board

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

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Power Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 249 and this resolution

ITEM NO 13 - Authorizes award of Specification No 267 to Furnish and Deliver General Office Supplies and Products to Office Depot for a cooperative purchase with the City of Los Angeles Department of General Services Contract No 59239 for a total amount not to exceed $3999999 for a term of one year with two optional one-year periods Submitted by Chief Operating Officer and Chief Administrative Officer

RESOLUTION NO 19360

WHEREAS Office Depot Business Services Division (Office Depot) was awarded Contract No 59239 with the City of Los Angeles (City) for General Office SuppliesIProducts and

WHEREAS the Los Angeles Department ofWater and Power (LADWP) desires to contract for General Office SupplieslProducts and

WHEREAS Section 1 015( a)8 of the City of Los Angeles Administrative Code allows for the utilization of other governmental contracts through Cooperative Purchasing Agreements and

WHEREAS LADWP seeks to award a cooperative purchase on City Contract No 59239 with Office Depot through Specification No 267 for a total amount not to exceed $399999900 for a period of one year and two one-year optional periods commencing upon execution by all parties

NOW THEREFORE BE IT RESOLVED that Specification No 267 is 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 President or 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 of the Board be and they are hereby authorized and directed to execute said contract for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water and Power Revenue Funds in accordance with the terms of this cooperative contract with Office Depot Inc

ITEM NO 14 - Authorizes award of Specification No 7283 for the Construction ofThree Artesian Wells for the 1600 Acre-Feet Memorandum ofUnderstanding Project to Best Drilling and Pump Inc for a total amount not to exceed $471086 for a one-time spot purchase Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Water System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 6

RESOLUTION NO 19361

WHEREAS Best Drilling and Pump Inc is the lowest bidder under Specification No 7283 for construction of three Artesian Wells for the 1600 acre-feet Memorandum ofUnderstanding Project and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Water System recommends award of this contract and

WHEREAS LADWPs Water System is requesting a 15 percent contingency due to unforeseen and changed field conditions which may include unknown subsurface conditions unstable soils provisions for environmental restrictions and mitigations and restrictions imposed by other agencies

NOW THEREFORE BE IT RESOLVED that pursuant to City Charter Section 1022 the Board finds that it is more feasible to have the work performed by outside services because the work proposed in the contract requires knowledge skills and professional expertise that are not currently available in LADWP

NOW THEREFORE BE IT RESOLVED that Best Drilling and Pump Inc is awarded the contract for a total amount not to exceed $47108600 which includes a 15 percent contingency for a one-time spot purchase under Specification No 7283 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms of these contracts awarded pursuant to Specification No 7283 and this resolution

BE IT FURTHER RESOLVED that the President or 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 of the Board be and they are hereby authorized and directed to execute said contracts for and on behalfLADWP

ITEM NO 15 - Authorizes award ofCooperative Purchase Agreement No47001 for Flame Retardant Clothing and Program Management Services to Program Management International Inc for a cooperative purchase with Sacramento Municipal Utility District Contract No 4500057047 for a total amount not to exceed $3783950 Contract expires November 162011 Submitted by Chief Operating Officer Senior Assistant General Manager - Power System and Chief Administrative Officer

RESOLUTION NO 011-175

WHEREAS Program Management International was awarded Contract No 4500057047 with the Sacramento Municipal Utility District (SMUD) for Flame Retardant (FR) Clothing and Program Management Services and

WHEREAS the Los Angeles Department of Water and Power (LADWP) desires to contract for FR Clothing and Program Management Services and

WHEREAS Section 371 (e)(8) ofthe City Charter allows for the utilization ofother governmental contracts through Cooperative Purchasing Agreements and

WHEREAS LADWP seeks to award a cooperative purchase on SMUD Contract No 4500057047 with Program Management International Inc through Agreement No 47001 in an amount not to exceed $3783950 commencing upon execution by all parties and with an expiration date to be coterminous with the expiration of SMUD Contract No 4500057047 which expires November 162011

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 7

NOW THEREFORE BE IT RESOLVED that Agreement No 47001 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Program Management International Inc be and the same is hereby approved

BE IT FURTHER RESOLVED that pursuant to Los Angeles City Charter Section 1022 such services covered by this Agreement require specialized and unique expertise and can be performed more feasibly by an independent contractor than by City employees

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 accordance with the terms of this cooperative contract with Program Management International Inc

BE IT FURTHER RESOLVED that the President or Vice President or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or Acting Secretary of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalf of the LADWP

ITEM NO 16 - Authorizes execution of Agreement No 47996 with RRM Design Group to provide architectural and engineering design consultant services for a pre-engineered office and maintenance building for Harbor Generating Station The total amount of this agreement is not to exceed $261467 for a term of two years with a one-year option to renew Submitted by Chief Operating Officer and Senior Assistant General Manager Power System

RESOLUTION NO 011-176

WHEREAS LADWP is required to provide needed office space and to consolidate maintenance and repair operations at the Harbor Generating Station as agreed in a JointlLabor Management meeting and

WHEREAS on May 122010 LADWP released a Request for Proposal RFP 297-10 seeking proposals from qualified and experienced firms to provide architectural and engineering design consultant services for a pre-engineered office and maintenance building for the Harbor Generating Station and six (6) proposals were received in response to the RFP and

WHEREAS LADWP evaluated the six proposals submitted in response to the RFP and based on the evaluation criteria and interviews RRM Design Group was selected as being the best qualified firm and

WHEREAS RRM Design Group has reviewed the services to be provided in accordance with Agreement No 47996 and represents that they have the qualifications expertise skills and abilities to perform such services and

WHEREAS LADWP proposes to enter into Agreement No 47996 with RRM Design Group for design services for a pre-engineered office and maintenance building for two (2) years with a one-year renewal option for a total contract amount not to exceed $261467 which includes a contingency of$12450

NOW THEREFORE BE IT RESOLVED that Agreement No 47996 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between the Department of Water and Power of the City of Los Angeles (LADWP) and RRM Design Group be and the same is hereby approved

BE IT FURTHER RESOLVED that pursuant to Charter Section 1022 such services covered by this Agreement are for expert design services with an emphasis on Leadership in Energy and Environmental Design (LEED) requirements which requires knowledge and skills that are not available within the Department

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 8

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment ofthe obligations arising under this Agreement

BE IT FURTHER RESOLVED that the President or Vice President 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 of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalf ofLADWP

ITEM NO 17 - Authorizes execution of Amendment No1 to Agreement No 47961 with KEMA Inc for an additional increase of $4500000 and Agreement No 47963 with Capgemini for an additional increase of $1500000 to hire design experts for LADWPs Department of Energy American Recovery and Reinvestment Act Awarded Smart Grid Demonstration Program The Amendment increases the term of both contracts by six months Submitted by Chief Operating Officer Senior Assistant General Manager Power System and ChiefAdministrative Officer

RESOLUTION NO 011-177

WHEREAS Los Angeles Department of Water and Power (LADWP) entered into Agreement No 47961 with KEMA Inc (KEMA) and Agreement No 47963 with Capgemini America Inc (Capgemini) both on or about June 12010 and

WHEREAS LADWP proposes to increase the limit of the KEMA Agreement by $4500000 from $3300000 with a total not-to-exceed limit of $7800000 and increase the limit of the Capgemini Agreement by $1500000 from $2200000 with a total not-to-exceed limit of $3700000 and increase the term of both the KEMA Agreement and the Capgemini Agreement from thirty (30) to thirty-six (36) months

NOW THEREFORE BE IT RESOLVED that Amendment No1 to Agreement No 47961 between LADWP and KEMA and Amendment No1 to Agreement No 47963 between LADWP and Capgemini (collectively the Amendments) each approved as to form and legality by the City Attorney and filed with the Secretary of the Board be and the same are hereby approved

BE IT FURTHER RESOLVED that pursuant to City Charter Section 1022 the Board finds that the services in the Amendments can be performed more feasibly by independent contractors than by LADWP or City employees

BE IT FURTHER RESOLVED that the Board finds that pursuant to City Charter Section 371 (e)(2) that utilizing a competitive process for the Amendments would not be practicable because the Amendments consist of professional and expert services of a temporary and occasional character and because of time constraints under the Department of Energy Smart Grid Grant

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 Acting Secretary of the Board be and they are hereby authorized empowered and directed to execute the Amendments

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 Agreements and the Amendments

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 9

ITEM NO 18 - Authorizes Renewal ofAgreement No 47722-8 with Bentley Systems Incorporated to provide Maintenance Services for Bentley Software License and Maintenance The total amount not to exceed $350000 for the one year renewal for the fourth year Submitted by Chief Operating Officer Senior Assistant General Manager Power System and Chief Administrative Officer

RESOLUTION NO 011-178

WHEREAS the Los Angeles Department of Water and Power (LADWP) Board of Commissioners (Board) requires a sole source Agreement with Bentley Systems Inc (Bentley) to provide maintenance services for the Microstation Software (Microstation) and all other Bentley software tools to maintain enhance and provide proprietary products and services including software maintenance software upgrades technical support services training and renewal of licenses over a period of three (3) years with four (4) one-year renewable options for total expenditures not exceeding $3135716 and

WHEREAS the cost of services included into the one-year extension are not to exceed $350000 and

WHEREAS Bentley Software is part of the LADWPs Computer Aided Design System and is a pivotal component of operations and maintenance for electrical services to the citizens of the City ofLos Angeles (City) and

WHEREAS on the Board at its January 22 2008 meeting passed a resolution that any exercise of any renewal options be approved by the Board prior to its execution and

WHEREAS staff respectfully request that this Board reconsider the previous Boards action and to now simply delegate the authority to exercise the renewal options to the General Manager for the remaining three (3) option years of this agreement at one-year intervals not to exceed a total of$I155000 to stay consistent with other similar software maintenance contracts renewal practice

NOW THEREFORE BE IT RESOLVED that the Board approves the one-year renewal of Agreement No 47722-8 not to exceed $350000 for the fourth year approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between the LADWP and Bentley to provide proprietary professional expert and technical services licensing and software maintenance for Bentley software in the Power System and

BE IT FURTHER RESOLVED that pursuant to Section 1022 of the City Charter the Board finds that such services can be performed more economically or feasibly by independent contractors than by LADWP or City employees due to proprietary nature of the software provided and

BE IT FURTHER RESOLVED that the President or Vice President of the Board the General Manager or such person as the General Manager shall designate in writing and the Secretary the Assistant Secretary or Acting Secretary of the Board are hereby authorized and directed to execute Agreement No 47722-8 for and on behalf of the LADWP and

BE IT FURTHER RESOLVED the Board delegates to the General Manager the authority exercise the remaining three (3) renewal option years of this agreement at one year intervals and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of LADWP upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under said Agreement

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 10

ITEM NO 19 - Recommends approval ofPower Purchase Agreement with PacifiCorp and the City ofLos Angeles DWP No BP 10-011 to purchase wholesale energy and provide station power to Magnum Holdings LLC The estimated revenue for LADWP is $105850 for a term ofthree years Submitted by Chief Operating Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 011-179

WHEREAS PacifiCorp which provides retail electric service in the State ofUtah desires to purchase wholesale energy from the Los Angeles Department of Water and Power (LADWP) and

WHEREAS PacifiCorp (dba Rocky Mountain Power) provides retail electric service under the supervision of the Utah Power Service Commission within its franchised service territories in the State of Utah and

WHEREAS PacifiCorp desires to use the Wholesale Electric Service purchase from LADWP to provide electric service to a retail customer and

WHEREAS PacifiCorp and LADWP desire to enter into an Agreement pertaining to the purchase and sale ofwholesale electric service and

WHEREAS the term of the Agreement shall take effect on the date PacifiCorp provides written notice to LADWP that it has received all regulatory approvals necessary to provide retail electric service to the retail customer described in the Agreement for a term of three years

NOW THEREFORE BE IT RESOLVED that the Power Purchase Agreement (Agreement) DWP No BP 10-011 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and PacifiCorp is hereby approved

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund over the term of the Agreement in payment of the obligations incurred if any

BE IT FURTHER RESOLVED that the President or the Vice President of this Board or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Agreement for and on behalf ofLADWP

ITEM NO 22 - Authorizes execution of Geothermal Lease Agreement No I LADWP No BP 10-010 with the Southern California Public Power Authority for consideration with the modifications including an increase acreage from 2950 acres to 3110 acres and further clarification of Section 23 Council approval by ordinance is required Submitted by Chief Operating Officer and Senior Assistant General Manager Power System

RESOLUTION NO 011-180

WHEREAS the Board of Water and Power Commissioners (Board) conditionally approved Geothermal Lease Agreement No1 LADWP No BP 09-028 Resolution No 010-100 on September 152009 subject to amending the MOU to include a provision to incorporate the Los Angeles Department of Water and Powers (LADWP) procurement policies and procedures for all contracts related to the Exploration Structure Due Diligence Effort and Exploratory work and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 11

WHEREAS the City Council disapproved the Boards action on September 152009 under Resolution No 010-100 authorizing the execution of a 35-year Geothermal Lease Agreement with the Southern California Public Power Authority (SCPP A) as referenced in Council File No 09-2517 because the City Administrative Office recommended a Fiscal Review and Assessment Summary of the cost analysis and potential impacts of the project and

WHEREAS LADWP resubmits Geothermal Lease Agreement No1 LADWP No BP 10-010 between LADWP and SCPPA for consideration with the modifications proposed by the Board and City Council and two additional changes including an increase acreage from 2960 acres to 3110 acres and further clarification ofsection 23

NOW THEREFORE BE IT RESOLVED that Geothermal Lease Agreement No1 LADWP Agreement No BP 10-010 approved as to form and legality by the City Attorney and filed with the Secretary of the Board is hereby approved subject to City Council approval

BE IT FURTHER RESOLVED that Resolution No 010-100 adopted by the Board on September 152009 providing for the conditional approval oflease agreement between LADWP and SCPPA LADWP No BP 09-028 for feasibility exploration and potential development ofLADWP-owned property is hereby rescinded

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person as the General Manager or Acting General Manager shall designate in writing is authorized empowered and directed to execute said Geothermal Lease Agreement No1 for and on behalfofLADWP

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person as the General Manager or Acting General Manager shall designate in writing is authorized empowered and directed to execute all necessary exhibits related to Geothermal Lease Agreement No1 as the case may be for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the ChiefAccounting Employee is authorized and directed upon proper certification to accept all revenue generated from Geothermal Lease Agreement No1 and to calculate and record any offsets or credits against such revenue which directly arises from any obligations owed by LADWP in connection with or related to said agreement

ITEM NO 23 - Authorizes the Revision to the Green Book Section 1B2aii Technical Appendix by including the Table 1B2-2 dated June 22 2010 Revision to the list ofwells exempted from linkage to vegetation sites and that are not subject to the automatic well turnshyoffprovisions of the Water Agreement Submitted by ChiefOperating Officer and Senior Assistant General Manager Water System

RESOLUTION NO 011-181

WHEREAS the Los Angeles Department ofWater and Power (LADWP) is a party to the Agreement between the County of Inyo and the City of Los Angeles and its Department of Water and Power on a Long Term Groundwater Management Plan for Owens Valley and nyo County (Water Agreement) and

WHEREAS the technical appendix to the Water Agreement is known as the Green Book and

WHEREAS the Water Agreement and Green Book include provisions for the automatic turnshyoff of groundwater production wells for the protection ofgroundwater dependent vegetation and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 12

WHEREAS the Inyo CountylLos Angeles Technical Group is empowered by the Water Agreement to exempt certain town supply wells irrigation supply wells fish hatchery wells enhancementmitigation project supply wells and other wells not affecting areas with groundwater dependent vegetation as exempt from the automatic turn-off provisions of the Water Agreement and Green Book and

WHEREAS from time to time since the Water Agreement was signed the Inyo County Los Angeles Technical Group has exercised its authority to exempt wells for the aforementioned reasons and

WHEREAS the list of exempt wells currently included in Green Book Section IB2aii does not accurately reflect all of the wells exempted by the Inyo CountylLos Angeles Technical Group and

WHEREAS for the purpose of revising the list of exempt wells in Green Book Section LB2aii the Inyo CountylLos Angeles Technical Group has prepared the attached Table IB2-2 dated June 22 2010 which accurately reflects the current listing of wells permanently exempted by the Technical Group from the automatic turn-off provision of the Water Agreement and

WHEREAS Section XXV ofthe Water Agreement requires the agreement ofLADWP and the Inyo County Board of Supervisors in order to modify the Green Book

NOW THEREFORE BE IT RESOLVED that the Board ofWater and Power Commissioners agrees to modify the Green Book by including the attached Table IB2-2 dated June 22 2010 in Green Book Section LB2aii

BE IT FURTHER RESOLVED a statement affirming that a complete listing of exempt wells is contained in the June 22 2010 Table IB2-2 will be added to Green Book Section LB2aii

ITEM NO 24 - Authorizes submission of Grant Application to the United States Department of the Interior Bureau ofReclamations WaterSMART Water and Energy Efficiency Grants for Fiscal Year 2011 The application is $1000000 for the CommerciallIndustrial Drought Resistant Landscape Incentive Program Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-182

WHEREAS the United States Department of the Interior Bureau of Reclamation (BOR) has approximately $27 million in funding available for the WaterSMART Water and Energy Efficiency Grants for Fiscal Year 2011 which assists irrigation and water districts United States Territories States in the West and other local entities with water delivery authority in leveraging their money and resources by cost sharing with BOR on projects that save water improve energy efficiency address endangered species and other environmental issues and facilitate transfers to new uses and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Commercial Industrial Landscape Drought Resistant Landscape Incentive Program (CI Landscape Program) conserves water by providing incentives to commercial industrial and multi-family customers to replace turf with California-friendly drought-resistant plants and low-volume irrigation and

WHEREAS CI Landscape Program contributes to a sustainable water supply for Los Angeles and

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REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 13

WHEREAS by reducing the amount of replacement water imported from other sources including the Sacramento-San Joaquin Delta the CI Landscape Program reduces the amount of energy used to convey water to users in Los Angeles

WHEREAS the CI Landscape Program has converted 1868119 square feet of turf saving 46535174 gallons ofwater (14281 AF) per year to date

WHEREAS LADWP desires to apply for grant funding in order to expand the CI Landscape Program as detailed in the funding plan and schedule in the application and

WHEREAS the BOR requires approval ofan agencys governing body for each grant funding application

NOW THEREFORE BE IT RESOLVED that an application be made to the BOR for a Water and Energy Efficiency Grant The LADWP is hereby authorized to enter into an agreement to receive a grant for the Project

BE IT FURTHER RESOLVED that the Board of Water and Power Commissioners designates the Senior Assistant General Manager - Water System or his designee (registered engineers) to prepare all necessary data file such application and enter into a grant funding agreement with the BOR and hereby authorizes the Director of Water Resources or his designee (registered engineers) to approve Claims for Reimbursement and to sign performance reports required by a grant funding agreement

ITEM NO 25 - Authorizes LADWPs General Manager to Execute Agreement No R 04310 with the California State Lands Commission (CSLC) allowing LADWP to reimburse reasonable costs incurred by CSLC for application processing and enviromnental documentation associated with the preparation ofa Master Plan for the Owens Lakebed Total costs to LADWP is estimated to be $1003084 with a term of three years Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-183

WHEREAS in March 2010 the Los Angeles Department ofWater and Power (LADWP) initiated a broad collaborative project with diverse interest groups to develop a Master Plan for the Owens Lakebed and

WHEREAS the Master Plan will focus on dust mitigation water efficiency methods habitat and wildlife and potential renewable energy development and

WHEREAS LADWP as part of construction of the Owens Lake Dust Mitigation Program has implemented dust mitigation measures and constructed facilities on certain portions of Owens Lakebed on sections of State land under the jurisdiction of the California State Lands Commission (CSLC) and

WHEREAS CSLC who owns over ninety percent of the Owens Lakebed is a key interest group participating in the development of the Master Plan and has approval authority over the plan and

WHEREAS under Agreement No R 04310 between CSLC and LADWP CSLC has estimated the total cost in processing the application and preparation of enviromnental documents for the Master Plan to be $835903 and the duration is from April 12010 through March 30 2013 with CSLCs cost of construction compliance and mitigation monitoring to be determined as the project progresses and

WHEREAS LADWP is requesting a 20-percent contingency fund to cover the anticipated construction compliance and mitigation monitoring costs bringing the total authorized fund to $1003084 and

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WHEREAS Agreement No R 04310 would allow LADWP to reimburse reasonable costs incurred by CSLC for application processing environmental documentation and construction compliance and mitigation monitoring associated with the preparation ofa Master Plan for Owens Lakebed

NOW THEREFORE BE IT RESOLVED that Agreement No R 04310 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between the Department of Water and Power of the City ofLos Angeles and California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of costs of the California State Lands Commission as stipulated under Agreement No R 04310 up to the total amount of $1003084 and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratifY and execute said Agreement No R 043101 for and on behalf of the LADWP

ITEM NO 27 - Authorizes execution of Memorandum ofAgreement with the Los Angeles Department ofPublic Works Bureau of Sanitation the Los Angeles Department ofPublic Works Bureau of Street Services and The River Project to develop and construct the Woodman Avenue Multi-Beneficial Stormwater Capture Project The total project cost estimate is $3396750 ofwhich LADWP is contributing $1200000 for project funding and $150000 for Grant administration Construction completion is scheduled for November 2012 Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-184

WHEREAS the City ofLos Angeles (City) possesses the right to the surface waters of the Los Angeles River its tributaries and the native groundwater ofthe San Fernando Basin in accordance with the California Superior Courts Judgment dated January 26 1979 in The City oLos Angeles vs City oSan Fernando et al Case No 650079 and

WHEREAS local groundwater has historically comprised approximately 15 percent of the Citys water supply which is partially dependent upon replenishment from stormwater flows and

WHEREAS LADWP desires to optimize the use oflocal water resources including stormwater and groundwater to reduce the Citys dependence on imported water supplies and

WHEREAS LADWP is committed to pursuing opportunities to maximize groundwater recharge to sustain and augment the long-term reliability of the Citys groundwater supply in the San Fernando Basin and

WHEREAS LABOS is a bureau of the municipally owned Los Angeles Department ofPublic Works responsible for collecting cleaning and recycling solid and liquid waste including stormwater and urban runoff and

WHEREAS LABSS is a bureau of the municipally owned Los Angeles Department ofPublic Works responsible for street and alley construction and maintenance and

WHEREAS TRP is a non-profit 501(c)(3) organization dedicated to watershed protection conservation and enhancement in Los Angeles County TRP authored the TujungaJPacoima Watershed Plan and has extensive experience studying the Tujunga Watershed and its comprehensive environments and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 15

WHEREAS LADWP LABOS and TRP are committed to pursuing opportunities to enhance water conservation stormwater capture improve water quality and increase open space and

WHEREAS LADWP LABOS and TRP have jointly identified Woodman Avenue located in the San Fernando Valley as a unique opportunity to capture treat and infiltrate a significant volume ofstormwater runoff on an annual basis and

WHEREAS LADWP LABOS LABSS and TRP wish to enter into the proposed Memorandum of Agreement (MOA) to develop and construct the Woodman Avenue Multishybeneficial Stormwater Capture Project (Project) and

WHEREAS the Project will result in the capture treatment and infiltration ofan estimated 80 acre-feet of stormwater per year and

WHEREAS the estimated Project costs are $3396750 and

WHEREAS LADWP in partnership with LABOS and TRP was awarded $1646750 by the 2008 CALFED Watershed Grant Program for the Project and

WHEREAS LABOS has agreed to fund the project management engineering design and construction management of up to a maximum of $400000 and

WHEREAS LADWP has agreed to provide up to $1200000 for construction and $150000 for staff support and

NOW THEREFORE BE IT RESOLVED that the proposed MOA between and among LADWP LABOS LABSS and The River Project (TRP) for the Woodman Avenue Multishybeneficial Stormwater Capture Project (Project) approved as to form and legality by the City Attorney and filed with the Secretary of the Board be and the same is hereby approved and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in the amount of $1 200000 for the construction work proposed under this MOA that has been budgeted under Fiscal Year 2011-12

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Memorandum of Agreement for and on behalf of LADWP

ITEM NO 28 - Adopts the Initial Study and Mitigated Negative Declaration for the Woodman Avenue Multi-Beneficial Stormwater Capture Pilot Project approving the Project and authorizing its construction The cost ofthis project is estimated to be $3396750 with an estimated duration of four years Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-185

WHEREAS the City ofLos Angeles Department of Water and Powers (LADWP) Watershed Management Group and the City of Los Angeles Bureau of Sanitations (LABOS) Watershed Protection Division in partnership with the non-profit group The River Project have identified Woodman Avenue located in the San Fernando Valley as a unique opportunity to capture treat and infiltrate a significant volume of stormwater runoff on an annual basis and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 16

WHEREAS LADWP proposes to implement the Woodman Avenue Multi-Beneficial Stonnwater Capture Pilot Project (Project) to help recharge the groundwater table improve water quality and alleviate local flooding along the 7700 block ofWoodman Avenue and

WHEREAS LADWP prepared an Initial StudylNegative Declaration (ISIMND) for the proposed Project and circulated this document for public review from December l3 2010 to January 142011 and

WHEREAS a Notice of Intent to Adopt an MND was published in the Los Angeles Times and mailed to interested persons and agencies

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners of the City ofLos Angeles (Board) recognizes that a study was made ofthe potential environmental effects of the proposed Project including its construction and operation This study is embodied in the ISMND on file with the Secretary of this Board and is incorporated in this Resolution and made a part hereof

BE IT FURTHER RESOLVED that the Board recognizes the ISMND identifies the following impacts that are potentially significant unless mitigation is incorporated and proposes the following mitigation measures and a program for implementation and monitoring

Potential Mitigation Recommended Mitigation PeriodMethod Implementation Impact Measure of Implementation Monitor

No

Cultural Resources I Itispossibletl1at CUL-I Should archaeological or paleontological During constructio Project

subsurface resources be encountered during earth- Construction archaeological or moving activities (Le grading and Manager will be paleontological resource excavation) a qualified archaeologist ando responsible for may be present within paleontologist shall be retained and shall implementation the project area implement procedures for temporarily andLADWP

halting or redirecting work to permit the Environmental sampling identification and evaluation of Services will the resources as appropriate Ifthe provide resources are found to be significant the compliance archaeologist andor paleontologist shall oversight determine appropriate actions in cooperation with the City of Los Angeles shyfor preservation andor data recovery If human remains are discovered the Los Angeles County Coroner shall be contacted the area of the find shall be protected and provisions of State CEQA Guidelines Section 150645 shall be followed

Hazards and Hazardous Materials Temporary lane closures HAZ-I A Traffic Control Plan will be prepared and Prior to and during Project and other public right-of will include notification ofsurrounding construction Construction way construction emergency service providers including the Manager will be activities could impair adjacent Kaiser Permanente Medical Center responsible for implementation of or As part of the plan emergency service implementation physically interfere with providers will be notified prior to andLADWP an adopted emergency construction and provided information Environmental response plan regarding lane closures construction Services will

schedule driveway blockages etc A plan t( provide maintain or accommodate essential compliance emergency access routes eg plating over oversight excavations use of detours etc will be developed and implemented

Noise Constructive activity NOI-l Project specifications shall restrict Prior to and during Project could result in temporaI) construction to normal work days and hours construction Construction exposure of persons to (as per LAMC Section 4110) and shall Manager will be excessive noise and require the construction contractor to responsible for vibration develop and implement a Noise Mitigation implementation

Plan to include the use ofmuftlers shields andLADWP sound barriers andor other noise reduction Environmental devices or techniques as feasible during Services will operation ofconstruction equipment Two provide weeks prior to the onset of construction compliance

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REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Pagel7

of construction notification of the location timing and duration of the proposed construction shall be provided to adjacent residents and businesses (within a V mile radius from the project site) and Kaiser Permanente Panorama City

oversight

Transportation and Traffic Temporary lane closures TR-l and other public right-of way construction activities could affect vehicle traffic and other modes of transportation beyond acceptable levels

A Traffic Control Plan will be prepared and approved by the City prior to the beginning ofconstruction Emergency service providers (fire police and ambulance) and Kaiser Pemlanente Panorama City shall be notified prior to construction to communicate information regarding lane closures construction schedule driveway blockages etc and to develop a plan to maintain or accommodate essential emergency and patient access routes eg plating over excavations use of detours effect on existing bus stop etc

Prior to construction

Project Construction Manager will be responsible for implementation andLADWP Environmental Services will provide compliance oversight

BE IT FURTHER RESOLVED that this Board further fmds that with the implementation of the above mitigation measures potential impacts to cultural resources hazards and hazardous materials noise and transportation and traffic will be less than significant

BE IT FURTHER RESOLVED that this Board certifies that the ISIMND has been prepared in compliance with California Environmental Quality Act that it has reviewed and considered the information contained in the ISIMND and that the ISIMND reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board finds on the basis of the whole record before it including the IS that there is no substantial evidence that the Project will have a significant effect on the environment

BE ITFURTHER RESOLVED that this Board adopts the ISIMND and approves the Project

BE IT FURTHER RESOLVED that LADWP shall file a Notice ofDetermination with the Los Angeles City Clerk and the Los Angeles County Clerk within five working days after deciding to approve the Project

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of tIe record of proceedings for this project

ITEM NO 29 - Approves Addendum No 1 to the Mitigated Negative Declaration for the Geotechnical Investigation for the North Haiwee Dam No2 Project Further a Notice of Determination is authorized to be filed with the Inyo County Clerk Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-186

WHEREAS LADWP proposes to implement the Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS LADWP prepared an Initial StudylMitigated Negative Declaration (ISIMND SCH 2003091085) for a similar project at the same location in April 2004 titled Geotechnical Investigations at North Haiwee Dam Project and

WHEREAS the City of Los Angeles Board of Water and Power Commissioners (Board) adopted the ISIMND and approved the implementation of the Geotechnical Investigations at North Haiwee Dam Project on July 6 2004 and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 18

WHEREAS an Addendum which addresses the proposed modifications to the previously adopted ISIMND has been prepared titled Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS CEQA Guideline section 15164(b) allows a lead agency to prepare an addendum to an MND as follows

An addendum to an adopted negative declaration may be prepared ifonly minor technical changes or additions are necessary or none of the conditions described in Section 15162 calling for the preparation of a subsequent EIR or negative declaration have occurred

WHEREAS CEQA Guideline section15162 requires a subsequent negative declaration under the following circumstances

(a) When an EIR has been certified or a negative declaration adopted for a project no subsequent ErR shall be prepared for that project unless the lead agency determines on the basis of substantial evidence in the light of the whole record one or more of the following

(1) Substantial changes are proposed in the project which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects

(2) Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous ErR or Negative Declaration due to the involvement ofnew significant environmental effects or a substantial increase in the severity of previously identified significant effects or

(3) New information of substantial importance which was not known and could not have been known with the exercise ofreasonable diligence at the time the previous ErR was certified as complete or the Negative Declaration was adopted shows any of the following

A) The project will have one or more significant effects not discussed the previous EIR or negative declaration or

B) Significant effects previously examined will be substantially more severe than shown in the previous ErR or

C) Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project but the project proponents decline to adopt the mitigation measure or alternative or

D) Mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce one or more significant effects on the environment but the project proponents decline to adopt the mitigation measure or alternative

NOW THEREFORE BE IT RESOLVED that the City of Los Angeles Board of Water and Power Commissioners (Board) recognizes that a study of the proposed changes to the previously adopted ISIMND was made and the associated environmental effects assessed for the proposed Geotechnical Investigations for the North Haiwee Dam No2 Project This study is embodied in the Addendum on file with the Secretary ofthis Board This Board has reviewed and considered the information contained in such document which is incorporated in this Resolution and made a part hereof

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 19

BE IT FURTHER RESOLVED that this Board makes the following fIndings and determinations with respect to the proposed project

bull An Addendum was prepared which analyzed the potential environmental impacts associated with the construction and operation ofthe proposed project

bull As demonstrated in the environmental analysis of the currently proposed project modifIcations none of the conditions described in CEQA Guideline section 15162 calling for the preparation ofa subsequent EIR or negative declaration have occurred The proposed project modifIcations would not result in any additional signifIcant impacts nor would it increase the severity ofpreviously identifIed signifIcant impacts Therefore it can be concluded that pursuant to CEQA Guideline section 15164(b) the proposed project modifIcations are only minor technical changes or additions and as such an addendum to the 2004 MND for the Geotechnical Investigations at North Haiwee Dam Project may be prepared

Below is the proposed Mitigation Monitoring and Reporting Plan (MMRP) for the proposed Addendum This MMRP includes mitigation measures from the previously approved 2004 ISIMND as well as proposed changes to it in order to enhance its effectiveness Underline denotes a new measure while strikeout indicates a removed measure

Air Quality

bull The project specifIcations shall incorporate the applicable provisions of the Great Basin Valleys Air Pollution Control District Fugitive Dust Rule (Rule 401) provided below

A person shall take reasonable precautions to prevent visible particulate matter from being airborne under normal wind conditions beyond the property from which the emission originates Reasonable precautions include but are not limited to

1 Use where possible of water for control ofdust in trenching and boring operations

2 Application of water on dirt roads material stockpiles

3 Use ofwater chemicals chuting venting or other precautions to prevent particulate matter from being airborne in handling dusty materials to open stockpiles and mobile equipment and

4 Maintenance of roadways in a clean condition

bull The contractor shall discontinue construction activities during fIrst and second-stage smog alerts

Biological Resources

bull To compensate for the permanent loss ofhabitat LADWP will preserve Mohave ground squirrel habitat (Habitat Management Lands) at a 3 1 ratio at a location approved by CDFG Funding for the long-term management ofthe land preserved also is required LADWP and CDFG will negotiate the per-acre cost ofmanaging the lands to be preserved and fee title or conservation easement shall be granted to CDFG or other CDFG-approved non-profIt entity

Alternatively the preservation ofMohave ground squirrel habitat could be accomplished through elimination ofcattle grazing on lands owned by LlDWP in Jnyo County vvithin the geographic range ofMohave ground squirrel andor restomtion ofnative vegetation within the range and in habitat suitable for Mohave ground squirrel on LADWP public or state lands in Jnyo County In either case LADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 20

U~~~fer e title or a cOflservatiofl easemeflt oler the Habitat ManagemeBt Laads to ~rt~rms approved by the CDFG AlteFflatit-ely the traflsfer mad be to

another public entity or not profit corporation appro led by the CDFG d t) approed by the CDFG 1lfrer erms

bull A pre-construction environmental education program shall be conducted for all persons working on the project The education program shall include identification of sensitive biological resources on-site terms and conditions of the Incidental Take Permit and the California Endangered Species Act

bull Impacts to sanicle cyrnopterus shall be avoided where feasible through project redesigIl In particular Trench T 2 contains hve clusters of sanicle cyrnopterus If redesigIl of Trench T 2 to atOid impacts to sanicle cymopterus is not feasible a mitigation plan shall be negotiated with and approed by CDFG

bull Sanicle cymopterus populations near proposed geotechnical testing sites shall be flagged by a qualified biologist prior to testing activities and avoided by project personnel

bull A qualified biological monitor familiar with sanicle cymopterus shall be on-site during testing activities in the vicinity of this species

bull Project boundaries shall be clearly delineated prior to construction Existing roads shall be used to the greatest extent possible All project-related parking and equipment storage shall be confined to previously disturbed areas

bull A qualified biological monitor familiar with Mohave ground squirrel shall be on-site to monitor trenching and boring activities

bull Trash and food items shall be removed from the site daily and disposed ofproperly to avoid attracting ravens a common predator of the Mohave ground squirrel

bull Ramps shall be provided in trenches to allow animals to escape

bull All temporarily affected areas that were previously vegetated shall be restored with native plant species to accelerate recovery

bull During construction and at the completion of construction activities monthly and final compliance reports shall be provided to CDFG documenting the effectiveness of mitigation measures and the level of take associated with the project

bull Water from well-pump testing shall be discharged to the ground in Mohave ground squirrel habitat areas

bull Because project activities will disturb Mohave ground squirrel habitat in a recognized core area for the species land acquisition to compensate for habitat loss should focus on private or BLM disposal lands within the CosoOlancha core area ELM disposal lands west of the North Haiwee Dam (828 acres) are within the CosoOlancha core area and should be considered the top priority mitigation lands If land acquisition is not possible or proves difficult in CosoOlancha core area then land should be acquired in one ofthe following alternative areas (listed in order ofpreference)

1 In the Little Dixie Wash core area Kern County 2 In the corridor connecting the CosoOlancha core area and the Little Dixie Wash

core area 3 Adjacent to the CosoOlancha core area in Inyo County and 4 In the corridor connecting the Little Dixie Wash core area and the Edwards Air

Force Base Core Area in Kern County

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 21

bull An authorized biologist or monitor shall guide project equipment around active ground squirrel burrows to reduce the likelihood of taking individual Mohave ground squirrels and minimize habitat disturbances

bull If a live Mohave ground squirrel is unearthed during project activities the Authorized Biologist shall rescue the squirrel and if it is the squirrels active period release it at least 50 meters from project activities If it is the squirrels dormant period then the biologist should construct an artificial burrow at least 50 meters from project activities and place the squirrel in the artificial burrow

bull Individual Joshua trees shall be avoided to the greatest extent possible Compensation for impacts to Joshua tree woodland shall be negotiated with CDFG prior to groundshydisturbing activities

bull Compensation for impacts to Mohave riparian forest shall be negotiated with CDFG prior to ground-disturbing activities

In addition to ensure that project impacts to other special-status wildlife species and Jurisdictional Waters and Wetlands would be mitigated to less than significant the following additional mitigation measures are recommended

bull Conduct pre-construction protocol surveys for desert tortoise Pre-construction surveys should be conducted no more than 30 days prior to construction operations Standard protocol language includes Protocol surveys for desert tortoise will follow the guidelines for linear projects stipulated in the Pre-Project Field Survey Protocol for Potential Desert Tortoise Habitats (USFWS 2010) As stated in this guideline a 10 meter wide belt that transects with 100 percent coverage would be conducted in all habitats capable of supporting the desert tortoise within the project area Ifneither tortoises nor sign are encountered during the Action Area surveys three additional 10 meter belt transects at 200 meter intervals parallel to the project area will be surveyed Surveys for determination of presence or absence are restricted to the desert tortoises active period which is April through Mayor September through October and at temperatures below 40 degrees Celsius

bull Should a desert tortoise burrow be observed during pre-construction surveys and the end is not visible the burrow should be scoped for tortoise occupancy All unoccupied burrows should be collapsed Should a live desert tortoise be observed during preshyconstruction surveys above- or below ground desert tortoise fencing must be installed around project work areas excluding access roads Tortoise fencing will avoid occupied burrows iffound Fence installation will require two desert tortoise clearance surveys within the exclusion area prior to beginning construction operations Any tortoises found within the exclusion fence the exclusion fence will be re-designed to exclude the tortoise from the project work area No handling of tortoises is permitted

bull A biological monitor is recommended for the duration ofproject construction operations Should a tortoise be observed during construction operations project activities will temporarily cease in the immediate area and allow the tortoise to move on its own accord

bull In accordance with federal and California State Endangered Species Acts the contractor shall immediately report all observations of desert tortoise or any listed species to LADWP Environmental Services and take care not to take or harass the species A LADWP Environmental Service Representative will inform appropriate federal and State resource agency personnel of the sighting

bull Implement pre-construction surveys and construction monitoring to minimize impacts to badger

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 22

bull For any construction activities scheduled to occur during the nesting season (typically February 15 to July 31) pre-construction surveys should be conducted to identify any nesting birds If active nests are identified determine whether proposed activities within 200 feet could cause found nests to fail

Cultural Resources

bull Trenching boring and well locations in areas outside ofpreviously surveyed areas such as T -7 (EDA W 2003b) require a pedestrian archaeological survey and ifapplicable a record search prior to construction activities All activities shall be located to avoid historic and archaeological resources

bull Trenching and boring locations shall be located to avoid known historic or archaeological resources-in particular the historic and cultural resources at Trenches T-4 and T-5 and the geotechnical borings in and around CA-INY-22435703 CA-INYshy4591H HD-CS-OOIH (now CA-INY-6574) HD-CS-005H CA-INY-6575 (formerly HD-CS-002H) CA-INY-6577 and CA-INY-6585 shall be flagged for avoIdance A qualified archaeologist shall be retained to assist with determining acceptable location parameters for these trenches and borings The archaeologist is authorized to delineate the loci of the existing resources at Trenches T -4 and T -5 by use ofsmall-shovel test pits

bull A qualified cultural resources monitor shall be on-site during ground-disturbing activities at the adjusted Trench T-4 and T-510cations and at the borings in and around known cultural resources The cultural resources monitor shall have the authority to halt or redirect construction ifnew significant cultural resources are found

BE IT FURTHER RESOLVED that this Board fmds that with the implementation of the above mitigation measures potential impacts to air quality biological resources and cultural resources will be less than significant

BE IT FURTHER RESOLVED that this Board has reviewed and considered the information as contained in the proposed Addendum and that the Addendum reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board adopts the Addendum requires implementation of the mitigation measures adopts the Mitigation Monitoring and Reporting Plan approves the Geotechnical Investigations for the North Haiwee Dam No2 Project and approves the payment for permit and mitigation costs associated with this project

BE IT FURTHER RESOLVED that LADWP shall file a Notice of Determination with the Inyo County Clerk that finds that this Board has adopted the Addendum for the project that the Board has required implementation of the mitigation measures for the project that the Board has adopted the Mitigation Monitoring and Reporting Plan for the project and that there is no substantial evidence in light of the whole record that the project may have a significant effect on the environment

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of the record of proceedings for this project

ITEM NO 30 - Recommends approval of the Grid Reliability Study dated December 31 2010 that is required per Section 3B3 of the Once-Through-Cooling Policy Upon approval LADWP will fmalize and submit the Study to the State Water Resources Control Board and the Statewide Advisory Committee on Cooling Water Intake Structures Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Power System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 23

RESOLUTION NO 011-187

WHEREAS the Los Angeles Department of Water and Power (LADWP) has an obligation to provide adequate and reliable electricity service to its customers in The City of Los Angeles and

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners approves the Grid Reliability Study (GRS) dated December 31 2010

BE IT FURTHER RESOLVED that LADWP may use this GRS for submission to any agency or entity requiring LADWP to submit a reliability study

ITEM NO 31- Authorizes execution of Amendment No1 to Short Form IRU-12 Lease Agreement (Agreement No FO-500-092007) with Fox Entertainment Group Inc to continue to provide the Indefeasible Right of Use of a certain component of the LADWPs fiber optic network between 10351 Santa Monica Boulevard Los Angeles and Building 101 10201 Pico Boulevard Los Angeles The term ofAgreement is amended to five yeats Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-188

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 subordinate agreement to Optical Fiber Lease Agreement No FO-293-042004 (Master Agreement) between the Department of Water and Power of the City of Los Angeles (LADWP) and Fox Entertainment Group Inc was approved by the General Manager and became effective on January 18 2008 grants to Fox Entertainment Group Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 has an initial term of three (3) years which expired on January 18 2011 and

WHEREAS both the LADWP and Fox Entertainment Group Inc desire to extend the term of Short Form IRU-12 Lease Agreement No FO-500-092007 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No I to Short Form IRU-12 Lease Agreement No FO-500-092007 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Fox Entertainment Group Inc be and the same is hereby approved and ratified

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 the Assistant Secretary or the Acting Secretary ofthe Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 for and on behalfofLADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 24

ITEM NO 32 - Authorizes execution ofAmendment No1 to Short Form IRU-08 Lease Agreement (Agreement No FO-609-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network between One Wilshire 4th Floor MMR or MDF Room 624 South Grand Avenue Los Angeles California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to five years Submitted by ChiefOperating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-189

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-0l2006 (Master Agreement) between the Department ofWater and Power of the City of Los Angeles (LADWP) and Sohonet Inc was authorized by Board Resolution No 010-213 on February 22010 grants Sohonet Inc the Indefeasible Right ofUse ofa certain component ofthe LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 has an initial term of one (1) year which is set to expire on February 16 2011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-08 Lease Agreement No FO-609-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-08 Lease Agreement No FO-609-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 for and on behalfofLADWP

ITEM NO 33 - Authorizes execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement (Agreement No FO-610-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse ofa certain component of the LADWPs fiber optic network between ADS 948 Cahuenga Boulevard Hollywood California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to two years Submitted by Chief Operating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-190

WHEREAS this Short Form IRU-09 Lease Agreement No FO-61O-1212009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-01l2006 (Master Agreement) between the Department of Water and Power ofthe City of Los Angeles (LADWP) and Sohonet Inc was approved by the General Manager and became effective on February 19 2010 grants Sohonet Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 25

WHEREAS this Short Form IRU-09 Lease Agreement No FO-61 0-122009 has an initial term ofone (1) year which is set to expire on February 192011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-09 Lease Agreement No FO-610-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU -09 Lease Agreement No FO-61 0-122009 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 for and on behalfofLADWP

ITEM NO 34 - Authorizes execution ofAmendment No 1 to Purchase Order 49019-1 (New Agreement No 47003) with Phimation Strategy Group for consulting services for change management efforts and training This Amendment increases contract amount by $235750 and extends the contract one year All other contract terms remain the same Submitted by Chief Operating Officer

RESOLUTION NO 011-191

WHEREAS the Los Angeles Department of Water and Power (hereinafter referred to as LADWP) and Phimation Strategy Group (hereinafter referred to as Consultant) entered into a contract wherein Consultant agreed to assist the General Managers Office (GM) to conduct change leadership training and culture change program and

WHEREAS effective September 13 2010 the LADWP and Consultant entered into Purchase Order Agreement No 49019-1 (which together with all amendments and supplements thereto hereinafter shall be referred to as the Agreement) and

WHEREAS the LADWP proposes to execute Amendment No1 to Purchase Order 49019-1 to extend the term through February 122012 and

WHEREAS the LADWP proposes to amend Purchase Order 49019-1 to increase the contract amount from $149000 to $384750 converting the General Manager Award to a Board Award (New Agreement No 47003) and

WHEREAS the amendment is necessary and proper to continue or complete certain activities authorized under the Agreement

NOW THEREFORE BE IT RESOLVED that the LADWP and Consultant agree to amend the Purchase Order Agreement No 49019-1 as follows

Make an administrative change in the Agreement number from 49019-1 to 47003 2 The term ofthe Agreement has been extended through February 122012 3 The total cost ofthe Agreement is increased by $235750 for a maximum expenditure

limit of $384750

1

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 26

4 Add Line Item 002 to read as follows Change Leadership Training and Culture Change Program - Additional Services as described in Service Definition All not-to-exceed $235750

5 Delete and replace terms under Page 2 Service Definition 6 Delete and replace terms described under Pages 2-3 Invoice and Payments 7 Delete terms under Pages 3-4 Itemized Expenses in its entirety 8 Delete and replace terms described under Page 9 Termination

BE IT FURTHER RESOLVED that pursuant to City Charter Section 371 (e)(2) the use of competitive bidding for this agreement is not practicable or advantageous because the work to be performed is of an expert professional temporary and occasional character

BE IT FURTHER RESOLVED the Board finds in accordance with Charter 1022 of the Los Angeles City Charter that the services to be performed under this contract can be more economically and feasibly performed by an independent contractor than by City employees

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under this Agreement and

BE IT FURTHER RESOLVED that the President or 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 of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalfofLADWP

ITEM NO 35 - Awards Amendment No2 to Contract No 969 to Furnish and Deliver Tires and Tubes to TCI Tire Centers LLC for a cooperative purchase with City ofLos Angeles Department of General Services Division Contract No 58289 The amendment will increase the second optional period by $1012595 All other contract tenns shall remain the same Submitted by Chief Operating Officer and Chief Administrative Officer

RESOLUTION NO 19362

WHEREAS TCI Tire Centers LLC was awarded Contract No 969 a cooperative purchase to City ofLos Angeles Department of General Services Division Contract 58289 for furnishing and delivering of tires and tubes and

WHEREAS the Los Angeles Department of Water Power (LADWP) utilizes Contract No 969 to provide routine maintenance to LADWPs motor pool and

WHEREAS LADWPs Joint System recommends Amendment No2 to Contract No 969 with TCI Tire Centers LLC to increase the second optional period by $101259500 to $180000000 and

WHEREAS Contract No 969 is coterminous with the City ofLos Angeles Contract No 58289 which expires on May 31 2011 No additional time is needed

NOW THEREFORE BE IT RESOLVED that Amendment No2 to Contract No 969 is approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee is hereby authorized and directed to draw demands upon the Water and Power Revenue Funds in accordance with the terms of this amendment awarded pursuant to Contract No 969 and this resolution

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 27

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 themiddot Acting Secretary of the Board are hereby authorized and directed to execute said contract for and on behalf ofLADWP

ITEM NO 36 - Authorizes execution ofa Purchase and Sale Agreement ofReal Property at 12655 Garber Street Pacoima California for the Water Systems Garber Street Recycled Water Tank Project for the purchase price of$350000 plus closing and incidental expenses (Real Estate File W-36943) Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-192

W-36943 (Purchase ofFee Property Required for the Garber Street Recycled Water Tank)

WHEREAS the Los Angeles Department of Water and Power (LADWP) would like to acquire a parcel of land (which includes a residence) for the Garber Street Recycled Water Tank and

WHEREAS the LADWP has identified property owned by Jules M Adger (Seller) located at 12655 Garber Street Pacoima California which LADWP desires to acquire and

WHEREAS the Board ofCommissioners of the Los Angeles Department of Water and Power has the authority pursuant to Los Angeles City Charter Section 675(d)(1) to acquire by purchase all real property convenient for LADWP purposes

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners hereby approve substantially as to form the Purchase and Sale Agreement between LADWP and the Seller and

BE IT FURTHERRESOLVED 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 directed and empowered to execute said Purchase and Sale Agreement for and on behalf of the LADWP The Manager ofReal Estate is authorized empowered and directed to execute Escrow Documents and other related documents for and on behalf of the LADWPand

BE IT FURTHER RESOLVED that the Chief Accounting Employee ofLADWP upon proper certification is hereby authorized and directed to authenticate a demand or demands upon the proper revenue fund for payment of the $350000 purchase price plus closing and incidental expenses at least five days prior to the close ofescrow

ITEM NO 37 - Approves payment of $33890899 to the State ofCalifornia Department of Industrial Relations for Workers Compensation Self-Insurance Program administration fees for Fiscal Year 2010-201 L Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-193

WHEREAS the City of Los Angeles Department of Water and Power (LADWP) is selfshyinsured and self-administered for its workers compensation liability

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 28

BE IT RESOLVED that the payment ofWorkers Compensation Self-Insurance Program administration fees for the Fiscal Year 2010-2011 as assessed by the State of California Department of Industrial Relations in their invoice dated November 302010 is $33890899 and pursuant to California Labor Code Sections 625 and 626 is authorized and directed

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to authenticate a demand on the Water Revenue Fund in payment of the above fees arising from the requirements of California Labor Code 625 and 626

ITEM NO 39 - Approves the water quality improvement demand side management reclaimed water and water security expenditures for the twelve month period commencing July 1 2011 Submitted by Chief Operating Officer Interim Chief Financial Officer and

Senior Assistant General Manager - Water System

RESOLUTION NO 011-194

WHEREAS Water Rates Ordinance No 170435 as amended by Ordinance Nos 171639 173017 175964 177968 and 179802 authorizes the recovery of certain qualified Board approved expenditures for Water Quality Improvement Programs through the Water Quality Improvement Adjustment Factor for Demand Side Management and Reclaimed Water Programs through the Water Procurement Adjustment Factor and Water Security costs through the Water Security Adjustment Factor

NOW THEREFORE BE IT RESOLVED that the Board approves Schedules A B C and D which are on file with the Secretary of the Board which describe and identifY (A) water quality expenditures totaling $3374 million (B) demand side management expenditures totaling $310 million (C) reclaimed water expenditures totaling $761 million and (D) water security expenditures totaling $686 million for the twelve-month period from July 1 2011 through June 30 2012

ITEM NO 40 - Authorizes the issuance ofa maximum of $350 million of Water System Refunding Revenue Bonds for the purpose of refinancing higher interest rate bonds with lower interest rate bonds Council approval is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 4831

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMISSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing ofUp to $350000000 Pursuant to Section 609 of The Charter ofThe City ofLos Angeles Through the Issuance of

Revenue Bonds Payable from the Water Revenue Fund

Resolution No- 4831

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City of Los Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power ofthe City of Los Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter of The City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Water Revenue Fund to evidence the indebtedness created by such borrowing

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 29

Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations of the Department payable from the Water Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

THREE HUNDRED FIFTY MILLION DOLLARS ($350000000)

and said Bonds are to be issued in one or more series or sub series at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number of days elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer ofthe Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 ofOrdinance No 172353 of the City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 of Division 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale ofeach series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with respect to the Bonds shall not exceed ten percent ofthe principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 ofthis Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest costfor the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number ofdays elapsed

Section 9 The authorization ofthe issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance ofbonds on account of the Water System heretofore made by resolution of this Board

Section 10 The Secretary ofthis Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices ofthe Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office ofAdministrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 30

ITEM NO 41-Authorizes the issuance ofa maximum of$I5 billion ofPower System Refunding Revenue Bonds to refinance or replace existing Power System Revenue Bonds mostly set with higher interest rates with lower rates thereby lowering LADWPs cost of debt Council approval is required Submitted by ChiefOperating Officer and Interim Chief Financial Officer

RESOLUTION NO 4830

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMSSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing of Up to $1500000000 Pursuant to Section 609 of The Charter of The City of Los Angeles Through the Issuance of

Revenue Bonds Payable from the Power Revenue Fund

Resolution No 4830

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City ofLos Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power of the City ofLos Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter ofThe City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Power Revenue Fund to evidence the indebtedness created by such borrowing

Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations ofthe Department payable from the Power Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

ONE BILLION FIVE HUNDRED MILLION DOLLARS ($1500000000)

and said Bonds are to be issued in one or more series or subseries at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of 365 days for the actual number ofdays elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer of the Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 of Ordinance No 172353 ofthe City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 ofDivision 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale of each series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 31

is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with re~pect to the Bonds shall not exceed ten percent of the principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 of this Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of365 days for the actual number of days elapsed

Section 9 The authorization of the issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance of bonds on account of the Power System heretofore made by resolution of this Board

Section 10 The Secretary of this Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices of the Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office of Administrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

ITEM NO 42 - Authorizes execution of Agreement No 47582 with Dewey amp LeBoeufLLP for Legal Services related to Merger and Acquisition Transactions to divestiture of power assets and the potential acquisition of non-carbon replacement assets The total amount not to exceed $1000000 for a term ofeighteen months Submitted by Chief Operating Officer and General Counsel

RESOLUTION NO 011-195

WHEREAS the Office of the City Attorney (City Attorney) on behalf ofthe Los Angeles Department of Water and Power (LADWP) solicited requests for proposals from law firms to assist the City Attorney in providing LADWP advice and representation in matters related to the Departments merger and acquisition transactions (M amp A) to divestiture ofpower assets and the potential acquisition of non-carbon replacement assets

WHEREAS the City Attorney selected the law finn of Dewey amp LeBoeuf LLP from a competitive bidding process for providing the necessary legal services and

WHEREAS the City Attorney finds that an appropriation of$lOOOOOO for a period of eighteen months is necessary at this time to manage anticipated M amp A transactions

BE IT RESOLVED that in compliance with City Charter Section 1022 the Board of Water and Power Commissioners of the City ofLos Angeles (Board) finds it is more feasible to have the assistance ofoutside counsel due to the complexity of and the expertise required for the aforementioned transactions

BE IT FURTHER RESOLVED the President or 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 of the Board be and they are hereby authorized and directed to execute Agreement No 47582 (or one in substantial form and content as the one submitted herewith as determined by the City Attorney) for and on behalf ofLADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 32

BE IT FURTHER RESOLVED that the Chief Accounting Employee of LADWP upon proper certification be and is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under said Agreement

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 48 - Reports were given by Management concerning matters relating to Department operations as follows

a) Integrated Resource Plan Update (Michael Webster Power Engineering Manager)

b) Renewable Portfolio Standard Project Update

Deemed accepted

c) 2010 Urban Water Management Plan (Tom Erb Director of Water Resources)

Written recommendations approved by the General Manager transmitting the following resolutions approved as to form and legality by the City Attorney

ITEM NO5 - Approval of the minutes of the January 4 2011 regular meeting of the Board of Water and Power Commissioners

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO6 - Authorizes award of Specification No 199 to Furnish and Deliver Meters Cold Positive Displacement Type to Neptune Technology Group Inc for a total amount not to exceed $22692293 for a term of one year with two optional one-year periods Submitted by Chief Operating Officer Senior Assistant General Manager - Water System and Chief Administrative Officer

RESOLUTION NO 19363

WHEREAS this contract is to furnish and deliver Meters Cold Positive Displacement Type and

WHEREAS Neptune Technology Group Inc is the lowest compliant bidder under Specification No 199 and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Water System recommends that Neptune Technology Group Inc be awarded a contract under Specification No 199

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 33

NOW THEREFORE BE IT RESOLVED that Neptune Technology Group Inc is awarded Contract No 199 for a total maximum amount not to exceed $2269229300 which includes all optional periods for a term of one-year with two optional one-year extensions under Specification No 199 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the President or Vice President 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 contract for and on behalf of the LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 199 and this Resolution

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO7 - Authorizes award of Specification No 217 to Furnish and Deliver Broadcaster Network Equipment and Software to Evertz Microsystems Ltd for a total amount not to exceed $4750000 for a term of one year with four optional one-year periods Council approval is required Submitted by Chief Operating Officer and Chief Administrative Officer RESOLUTION NO 19364

WHEREAS the Los Angeles Department of Water and Power (LADWP) identified broadcaster video network service as an innovative growth opportunity serving Los Angeles extensive entertainment industry and developed the VideoMAN infrastructure and

WHEREAS this contract is to furnish broadcaster video network equipment and software providing LADWP with the spares and upgrades to meet the demands for this service and

WHEREAS without a contract the LADWP will not be able to support its existing customers and will suffer customer and revenue loss and

WHEREAS LADWPs Joint System recommends a sole source contract be awarded to Evertz Microsystems Ltd (Evertz) the manufacturer of the original equipment and

WHEREAS this contract combined with previous contracts with Evertz constitutes continued contracting exceeding the three year time period set by Ordinance

THEREFORE BE IT RESOLVED that Evertz Microsystems Ltd is awarded a sole source contract under City Charter Section 371(e)(7) for a total amount not to exceed $475000000 which includes all optional periods for a term of one year with four optional one-year periods under Specification No 217 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to draw demands on the Water and Power Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 217 and this resolution

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 34

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Agreements for and on behalfof LADWP after approval by the Los Angeles City Council pursuant to Administrative Code 105

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 20 - Authorizes execution of Confidentiality Agreement DWP No BP 11-001 with California High-Speed Rail Authority in order to assist in its design and development of the California High Speed Rail Project for a term of three years and at no cost Submitted by Chief Operating Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 011-196

WHEREAS California High Speed Rail Authority (CHSRA) desires to engage in a Cocentidentiality Agreement with the Los Angeles Department of Water and Power (LADWP) to maintain proprietary matters confidential for security purposes and

WHEREAS LADWP and CHSRA recognize that utility infrastructure information must remain confidential for security purposes and

WHEREAS CHSRA needs to review the confidential information ofLADWP to design and develop the California High-Speed Train Project The expiration will be three years from the date ofapproval

NOW THEREFORE BE IT RESOLVED that the Confidentiality Agreement DWP No BP 11-001 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and High Speed Rail Authority be and the same is hereby approved and

BE IT FURTHER RESOLVED that the President or the Vice President of the Board or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized and directed to execute the Agreement for and on behalf of LAD WP

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 21- Authorizes execution ofAmended Memorandum of Understanding on Imperial Valley Geothermal Feasibility and Exploration LADWP No BP 09-025A with the Imperial Irrigation District Southern California Public Power Authority and the Cities of Burbank Glendale Colton and Pasadena The amendment will change a number of provisions in the MOU including adding 160 acres ofLADWP owned property LADWP expenditures will not exceed $18 million and the term is for six years from 2011 to 2016 Submitted by ChiefOperating Officer and Senior Assistant General Manager - Power System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 35

RESOLUTION NO 011-197

WHEREAS the original Memorandum ofUnderstanding (MOU) of Imperial Valley Feasibility and Exploration LADWP No BP 09-025 among the Los Angeles Department of Water and Power (LADWP) Imperial Irrigation District (lID) Cities of Burbank Glendale Colton Pasadena and the Southern California Public Power Authority (SCPPA) was approved by this Board ofWater and Power Commissioners (Board) on September 1 2009 under Resolution No 010-081 and

WHEREAS the Board conditionally approved Geothermal Lease Agreement No1 LADWP No BP 09-028 on September 15 2009 under Resolution No 010-100 upon the prerequisite that LADWP add its procurement policies and procedures to the original MOU and

WHEREAS the lID Board concurrently requested an amendment to the original MOU to incorporate an Exploration Structure Due Diligence Effort as a precondition to its approval of the MOU and

WHEREAS the parties of the original MOU renegotiated the terms and conditions to include an additional 160 acres ofreal property owned by LADWP LADWPs procurement policies and procedures and incorporate a preliminary assessment identified as the Exploration Structure Due Diligence Effort

NOW THEREFORE BE IT RESOLVED that the Amended MOU on Imperial Valley Feasibility and Exploration LADWP No BP 09-025A among LADWP lID Cities of Burbank Glendale Colton Pasadena and SCPP A 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 General Manager or Acting General Manager or such person that the General Manager or Acting General Manager shall designate in writing is hereby authorized and directed to execute the Amended MOU for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the funding for the Imperial Valley Feasibility and Exploration project previously approved by this Board on September 1 2009 under Resolution No 010-081 shall remain in effect subject to the reapportionment identified within the Amended MOU (LADWP No BP09-025A) and related appendices

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person that the General Manager or Acting General Manager designates in writing is hereby authorized to perform all duties and obligations as project manager set forth in the Amended MOU

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising from or related to exploration costs and manage any payment offset or credits for any applicable annual rental payments in accordance with the terms and conditions ofthe Amended MOU on Imperial Valley Feasibility and Exploration (LADWP No BP 09-025A)

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

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ITEM NO 26 - Authorizes LADWPs General Manager to Execute Amendment No 10 Lease PRC 80799 with the California State Lands Commission allowing LADWP to implement gravel cover as Best Available Control Measures on 203 square miles of area on Owens Lake Total costs estimated to be $165473750 and term is December 102010 to May 1 2019 Submitted by Chief Operating Officer and Senior Assistant General Manager shyWater System

RESOLUTION NO 011-198

WHEREAS the Los Angeles Department of Water and Power (LADWP) as part of construction and implementation of the Owens Lake Dust Mitigation Program (OLDMP) has implemented dust mitigation measures and constructed facilities on portions of Owens Lake on sections of State land under the jurisdiction of the California State Lands Commission (CSLC) and

WHEREAS OLDMP activities have been allowed among other authorizations under Lease PRC 80799 and its nine amendments with CSLC and

WHEREAS LADWP is required by the Great Basin Unified Air Pollution Control District (GBUAPCD) to implement OLDMP Phase 8 gravel cover as Best Available Control Measures by November 6 2012 on certain sections of State land under the jurisdiction of CSLC and

WHEREAS on December 102010 CSLC approved Lease PRC 80799 Amendment No 10 that incorporates activities of the OLDMP Phase 8 into Lease PRC 80799 and

WHEREAS CSLC has sent Lease PRC 80799 Amendment No 10 for execution by the General Manager ofLADWP and

WHEREAS the cost of complying with the lease conditions such as purchase of Carbon OffsetslRenewable Energy Public Trust Value mitigation and Attorneys Fees commitment in Lease PRC 80799 Amendment No10 require the City of Los Angeles Board of Water and Power Commissioners approval and

WHEREAS the cost of complying with the lease conditions is estimated to be $165473750 and

WHEREAS Lease PRC 80799 and the first eight amendments duration is for 20 years and covers LADWPs various dust control measures operations and activities from May 1 1999 to May 12019 and

WHEREAS Lease PRC 80799 Amendment No 9s duration is for three years from June 28 2010 or until such time as a Master Plan for Owens Lake is approved by the CSLC and covers LADWPs tillage dust control measures operations and activities and

WHEREAS Lease PRC 80799 Amendment No 10s duration is from December 102010 to May 12019 and

NOW THEREFORE BE IT RESOLVED that Lease PRC 80799 Amendment No1 0 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between the Department of Water and Power of the City of Los Angeles and the California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratify and execute said lease amendment for and on behalf of the LADWP

Approval moved by Commissioner Parfrey

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Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey

Noes None

ITEM NO 38 - A written recommendation was received from the Chief Operating Officer and Interim Chief Financial Officer approved by the General Manager recommending the adoption of a resolution approved as to form and legality by the City Attorney authorizing execution ofAgreement No47002 with P A Consulting Group Inc to analyze and assist the Los Angeles Department ofWater and Power to develop a revenue requirement and rate structure

This item was withdrawn

ITEM NO 43 - Adopts an ordinance by the Council of the City ofLos Angeles transferring surplus money from the Power Revenue Fund to the City Reserve Fund during the 20102011 fiscal year the sum of$258815000 Council approval by ordinance is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 011-199

BE IT RESOLVED

1 That the Charter provides that this Board may after the close ofa fiscal year consent to a transfer of surplus money from the Power Revenue Fund to the Reserve Fund of the City based on audited financial data and

2 That this Board finds and determines after first considering and subject to all covenants made by the Department with respect to transfers from the Power Revenue Fund that there is surplus money in the Power Revenue Fund as of the close of fiscal year 200911 0 and consents to the transfer of $258815000 of said surplus money to the Reserve Fund of the City during fiscal year 201011 and pursuant to the terms ofthis resolution and

3 That this Board does further consent that the Council ofThe City ofLos Angeles adopt an ordinance in words and figures substantially as follows to wit

ORDINANCE NO

An ordinance directing the transfer of surplus money from the Power Revenue Fund of the Department of Water and Power to the Reserve Fund ofThe City of Los Angeles during Fiscal Year 20 WIll

THE PEOPLE OF THE CITY OF LOS ANGELES DO ORDAIN AS FOLLOWS

Section 1 Subject to audited fmancial data for fiscal year ended 200910 and all covenants made by the Department of Water and Power (Department) with respect to transfers from the Power Revenue Fund and subject to there having been and only to the extent that there was surplus money in the Power Revenue Fund at the close of the 200910 fiscal year and subject to the declaration ofconsent adopted by the Board of Water and Power Commissioners it is hereby directed that $258815000 be transferred from the Power Revenue Fund of the Department to the Reserve Fund of the City during the 201011 fiscal year

Section 2 The City Clerk shall certify to the passage of this ordinance and have it published in accordance with Council policy either in a daily newspaper circulated in the City of Los Angeles or by posting for ten days in three public places in the City ofLos Angeles one copy on the bulletin board located in the Main Street entrance to the Los Angeles City Hall

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 38

one copy on the bulletin board located at the Main Street entrance to the Los Angeles City Hall East and one copy on the bulletin board located at the Temple Street entrance to the Los Angeles County Hall ofRecords

BE IT FURTHER RESOLVED that after the adoption of an ordinance as set forth in (3) above the Chief Accounting Employee of this Department is directed upon certification by the General Manager to cause to be transferred $129407000 within 10 days after the effective date of the ordinance in one lump sum payment from the Power Revenue Fund of the Department to the Reserve Fund ofthe City and to cause to be transferred the remaining amount in equal monthly installment payments from the Power Revenue Fund of the Department to the Reserve Fund of the City so that by June 30 2011 $258815000 has been paid Such transfers shall be made only after the City has paid the Power Revenue Fund all monthly charges for power services for which the City was billed by the Department

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 44 - Authorizes execution ofAgreement No WR 10-1030 with the Los Angeles Department ofPublic Works Bureau of Sanitation and West Basin Municipal Water District for Recycled Water Services to the Los Angeles Harbor Area for the design construction and operation of the facilities needed to produce and convey 9300 acre-feet per year of recycled water to LADWPs large industrial and irrigation customers LADWP will fund up to $111979472 for new and existing capital improvements and the initial term ofthirty years which may be extended in increments often years Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-200

WHEREAS one of the primary goals of the Los Angeles Department ofWater and Power (LADWP) is to ensure that the City of Los Angeles (City) has a reliable water supply and

WHEREAS in response to the Citys potable water supply challenges LADWP in 2008 prepared the Water Supply Action Plan titled Securing LAs Water Supply that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

WHEREAS LADWP entered into a 25-year agreement (adopted by the Board under Resolution No 91-0344) with the Los Angeles Department ofPublic Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) on June 3 1991 which allows WBMWD to purchase secondary effluent from the PW BOS Hyperion Treatment Plant (HTP) and in exchange LADWP is allowed to purchase 25000 AFY of tertiary treated Title 22 recycled water from WBMWD at an amount no greater than WBMWDs actual cost to produce and reconvey the recycled water back to LADWP and

WHEREAS WBMWD owns and operates the Juanita Millender-McDonald Carson Regional Water Recycling Plant (CRWRP) located in the City of Carson just north of the LADWP service area and

WHEREAS the Harbor Refineries Recycled Water Pipeline Project currently being constructed will provide the delivery method for recycled water in the Los Angeles Harbor Area to large industrial and irrigation customers and will include a point-of-connection at the Los Angeles City boundary with the City of Carson and

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WHEREAS to accomplish delivery of nitrified Title 22 recycled water to Los Angeles Harbor Area customers new treatment facilities need to be constructed at the CRWRP including expansion of the nitrification treatment facilities at the CRWRP as well as the construction of a pipeline in the City of Carson to a point-of-connection at the boundary to the City of Los Angeles and

WHEREAS PWBOS agrees to supply secondary effluent from the HTP to WBMWD and LADWP agrees to purchase tertiary treated disinfected nitrified Title 22 recycled water from WBMWDand

WHEREAS WBMWD has agreed to provide a reliable source of nitrified Title 22 recycled water to the Los Angeles Harbor Area and

WHEREAS the facilities being built by WBMWD and the dedicated current facilities owned by WBMWD to assist LADWP with supplying recycled water will benefit the citizens of Los Angeles for 30 years

NOW THEREFORE BE IT RESOLVED that the proposed Agreement approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP PWBOS and WBMWD be and the same is hereby approved and

BE IT FURTHER RESOLVED that the ChiefAccounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of the obligations arising under this Agreement

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Agreement No WR 10-1030 for and on behalf of LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee will recognize the funds paid to WBMWD to construct to expand and to dedicate WBMWDs assets so as to have the ability to serve LADWP shall be accounted for as a regulatory asset of the Water System that will be amortized over the life of the project which is 30 years

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 45 - Authorizes execution ofAmendment No 1 to Agreement with Los Angeles Public Works Bureau of Sanitation and West Basin Municipal Water District (Resolution No 91-0344) This Amendment supports the City of Los Angeles commitment to maximize the reuse ofwastewater effluent for beneficial reuse The term remain the same Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-201

WHEREAS in response to the City of Los Angeles (City) potable water supply challenges LADWP in 2008 prepared Securing LAs Water Supply a water supply action plan that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 40

WHEREAS LADWP has identified the potential for significant amounts of recycled water usage for industrial purposes in the Los Angeles Harbor Area (Harbor Area) and

WHEREAS there is an existing agreement adopted by the Board under Resolution No 91-0344 (Agreement) among and between LADWP the Los Angeles Department of Public Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) that allows for the conveyance ofsecondary effluent produced at the PWBOS Hyperion Wastewater Treatment Plant (HTP) to the WBMWD Edward C Little Water Recycling Plant (ECL) in EI Segundo California for tertiary treatment and subsequent beneficial reuse and

WHEREAS to provide recycled water to the Harbor Area and to adjacent areas Amendment No 1 to Agreement (Amendment) is necessary to increase WBMWDs secondary effluent wastewater conveyance capability by expanding their existing pump station located at the HTP to a planned ultimate capacity of 70 million gallons per day (MGD) to convey secondary effluent from HTP to ECL and

WHEREAS the PWBOS has the resources and technical expertise to perform wastewater source control pollution prevention and the public outreach activities necessary to comply with all required recycled water regulatory requirements imposed by the State of California Department of Public Health and California Regional Water Quality Control Board and

WHEREAS designating PWBOS as the responsible agency to perform source control will ensure compliance with National Pollution Discharge Elimination Systems permit requirements for which PWBOS will be reimbursed by WBMWD

NOW THEREFORE BE IT RESOLVED that the proposed Amendment approved as to form and legality by the City Attorney and filed with the Secretary of the Board to increase secondary effluent wastewater conveyance and to designate PWBOS as the agency responsible for wastewater source control is hereby approved

BE IT FURTHER RESOLVED that the President or Vice President of this Board the General Manager or such person as the General Manager shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of the Board are hereby authorized empowered and directed to execute said Amendment for and on behalfof LADWP

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 46 - A written recommendation was received from the Personnel Relations Committee that the Board approve their report relative to Grievance No B-074-09 filed by Mr James R Cole

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 41

The following items were presented by the Secretary and ordered filed

ITEM NO 47-A - A report from the Interim Chief Financial Officer showing receipts disbursements and cash balances of the Water and Power Revenue Funds for the month ending December 312010 as follows

REVENUE FUNDS (in thousands)

WATER POWER Beginning Balance December 1 2010 $ 281806 $ 688330

ADD Customer Collections 110560 297326 DWP Interfund Transfers 89106 29923 IPP Subordinated Notes 11343 Other City Departments 6040

Total Receipts $ 199931 $ 344632

LESS Payments to Vendors 62276 237418 Bond Redemption and Interest 57863 124941 Payrolls 23817 52513 SewerlUtility Taxes 38316 49427 DWP Interfund Transfers 36036 42291 Other City Departments 8377 Total Disbursements $ 218321 j 514~967

Ending Balance December 31 2010 $ 263416 $ 517995

ITEM NO 47-B - Monthly report ofactivities for the following units

bull Water System (December 2010)

bull Power System (November 2010)

bull Financial Services Organization (November 2010IDecember 2010)

ITEM NO 47-C - Reports for informational purposes

bull Quarterly Status Report on Water Quality Regulatory Compliance Projects

bull Investment Report Quarter Ending September 30 2010

bull Legislative and Regulatory Update

THE BOARD shall recess to closed session for a conference with legal counsel regarding

A Existing litigation in the following matter

1 Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

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2 City of Los Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

B Anticipated litigation in the following matters

1 Discussion regarding initiation of litigation (1 case) pursuant to Subdivision (c) of Section 549569 of the California Government Code

2 Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

MEETING RECESSED at 1240 pm

MEETING RECONVENED at 1250 pm

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 lO22 AM Page 43

Los Angeles California February 12011

MINUTES OF CLOSED SESSION OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

HELD IN ROOM 1555-H FEBRUARY 12011

1250 PM

Meeting called to order by President Thomas S Sayles and roll called

Present Commissioners President Sayles Eric Holoman Christina E Noonan Jonathan Parfrey

Absent None

A quorum present

In attendance were the following

Ronald O Nichols General Manager Martin L Adams Director of Water Operations Oscar Alvarez Electrical Engineer Aram H Benyamin Senior Assistant General Manager - Power System Joseph Brajevich Assistant General Counsel Water and Power Dirk Broersma Assistant City Attorney Richard M Brown General Counsel Water and Power Priscila Castillo Deputy City Attorney Michael A Coia Executive Director ofPower System Operations and Maintenance Lonnie Eldridge Deputy City Attorney James B McDaniel Senior Assistant General Manager - Water System Lorraine Paskett Senior Assistant General Manager - Sustainability Programs

and External Affairs Ann M Santilli Interim Chief Financial Officer Mark J Sedlacek Director of Environmental Affairs Kenneth Silver Electrical Service Manager Eskel H Solomon Assistant City Attorney Cecilia KT Weldon Chief Administrative Officer

Also in attendance

David Kim Mayors Office

A CLOSED SESSION was held for a conference with legal counsel regarding

Existing litigation in the following matters

ITEM NO 49 Al Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

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Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$14263507 to Allstate Insurance Company in full and complete settlement ofLADWP Claim Number 1026286

RESOLUTION NO 011-202

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Power Revenue Fund in the sum of $14263507 to be paid in the form ofa draft to Allstate Insurance Company Said payment is in full compromise and complete settlement ofLADWP Claim Number 1026286 which arose out of fire damage to personal and real property at 4333 Griffin Avenue Los Angeles California on September 25 2009 The City Attorney is hereby authorized to deliver said draft to Allstate Insurance Company andor the Law Office of Cuibreth amp Schroeder LLR upon receipt of a properly executed Full Release of All Claims and Request for Dismissal

Seconded by President Sayles and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Anticipated litigation in the following matter

ITEM NO 49 B2 (1st case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$5935695 to Landmark Property Management Group LLC in full compromise and complete settlement ofLADWP Claim Number 1027520

RESOLUTION NO 011-203

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $5935695 to be paid as follows a draft in the amount of $5935695 payable to Landmark Property Management Group LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1027520 which arose out of damage done to the structure known as the Santa Fe Loft Apartments at 121 East Sixth Street Los Angeles on August 5 2010 as the result of a Water System water main break The City Attorney is hereby authorized to deliver said draft to Landmark Property Management Group LLC upon receipt ofa properly executed Full Release of All Claims and Request for Dismissal

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

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Anticipated litigation in the following matter

ITEM NO 49 B2 (20d case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(l) of Section 549569 of the California Government Code

Discussion held action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$8000000 to National Subrogation Services in full compromise and complete settlement ofLADWP Claim Number 1025898-19

RESOLUTION NO 011-204

BE IT RESOLVED by the Board ofWater and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $8000000 to be paid as follows a draft in the amount of $8000000 payable to National Subrogation Services LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1025898-19 which arose out of damage to the business known as Canyon Beachwear located at 13035 Ventura Boulevard Studio City on September 52009 The City Attorney is hereby authorized to deliver said draft to National Subrogation Services LLC upon receipt of a properly executed Full Release ofAll Claims and Request for Dismissal

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Existing litigation in the following matter

ITEM NO 49 A2 - City ofLos Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

Discussion held - no action taken

Anticipated litigation in the following matter

ITEM NO 49 B2 (3rd case) - Discussion regarding significant exposure to litigation (3 caSes) pursuant to Subdivision (b )(1) of Section 549569 of the California Government Code

Discussion held - action taken but not a final action that was reportable

Anticipated litigation in the following matter

ITEM NO 49 Bl- Discussion regarding initiation oflitigation (l case) pursuant to subdivision (c) of Section 549569 of the California Government Code

Discussion held - no action taken

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COMMISSIONER NOONAN moved the meeting be adjourned

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Meeting adjourned at 1 30 pm

An announcement was made in the Board Room regarding adoption ofthree resolutions one pertaining to the settlement of Los Angeles Superior Court Case Number BC448561 and two pertaining to the settlement ofLADWP Claim Number 1027520 and LADWP Claim Number 1025898-19

SIGNED

~AtrufL~~ SECRETARY

ATTEST

vs~ PRES~T

Page 4: Los Angeles, California, February 1,2011 WATER AND POWER

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BE IT FURTHER RESOLVED that the President or 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 of the Board be and they are hereby authorized and directed to execute said contract for and on behalf of the Department of Water and Power and

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water and Power Revenue Funds in accordance with the terms of this contract awarded pursuant to Specification No and this resolution

ITEM NO 11 - Authorizes award of Specification No 240 to Furnish and Deliver Liquid Zinc Orthophosphate to Carus Corporation for a total amount not to exceed $2242579 for a term of one year with one optional one-year period Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 19358

WHEREAS Carus Corporation is the lowest complying bidder under Specification No 240 and

WHEREAS this contract is to furnish and deliver Liquid Zinc Orthophosphate and the Los Angeles Department of Water and Powers (LADWP) Water System recommends award of this contract

NOW THEREFORE BE IT RESOLVED that Carus Corporation is awarded the contract for a total amount not to exceed $224257900 for a term of one year with one optional one-year extension under Specifications No 240 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 240 and this resolution

BE IT FURTHER RESOLVED that the President or Vice President or the General Manager or such person as the General Manager shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary ofthe Board are hereby authorized and directed to execute said contract for and on behalf of LADWP

ITEM NO 12 - Authorizes award of Specification No 249 to Furnish and Deliver Douglas Fir Poles Through-Bored Pressure Treated with Pentachlorophenol-in-Petroleum Oil to McFarland Cascade Holdings Inc for a total amount not to exceed $8280564 for a term of one year with two optional one-year periods Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 19359

WHEREAS McFarland Cascade Holdings Inc is the lowest bidder under Specification No 249 and

WHEREAS this contract is to furnish and deliver Douglas Fir poles through-bored pressure treated with pentachlorophenol-in-petroleum oil and the Los Angeles Department of Water and Powers (LADWP) Power System recommends award of this contract

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NOW THEREFORE BE IT RESOLVED that McFarland Cascade Holdings Inc is awarded the contract for a total amount not to exceed $828056400 for a term ofone year with two one-year optional years under Specification No 249 approved as form and legality by the City Attorney and on file with the Secretary of the Board

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

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Power Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 249 and this resolution

ITEM NO 13 - Authorizes award of Specification No 267 to Furnish and Deliver General Office Supplies and Products to Office Depot for a cooperative purchase with the City of Los Angeles Department of General Services Contract No 59239 for a total amount not to exceed $3999999 for a term of one year with two optional one-year periods Submitted by Chief Operating Officer and Chief Administrative Officer

RESOLUTION NO 19360

WHEREAS Office Depot Business Services Division (Office Depot) was awarded Contract No 59239 with the City of Los Angeles (City) for General Office SuppliesIProducts and

WHEREAS the Los Angeles Department ofWater and Power (LADWP) desires to contract for General Office SupplieslProducts and

WHEREAS Section 1 015( a)8 of the City of Los Angeles Administrative Code allows for the utilization of other governmental contracts through Cooperative Purchasing Agreements and

WHEREAS LADWP seeks to award a cooperative purchase on City Contract No 59239 with Office Depot through Specification No 267 for a total amount not to exceed $399999900 for a period of one year and two one-year optional periods commencing upon execution by all parties

NOW THEREFORE BE IT RESOLVED that Specification No 267 is 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 President or 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 of the Board be and they are hereby authorized and directed to execute said contract for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water and Power Revenue Funds in accordance with the terms of this cooperative contract with Office Depot Inc

ITEM NO 14 - Authorizes award of Specification No 7283 for the Construction ofThree Artesian Wells for the 1600 Acre-Feet Memorandum ofUnderstanding Project to Best Drilling and Pump Inc for a total amount not to exceed $471086 for a one-time spot purchase Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Water System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 6

RESOLUTION NO 19361

WHEREAS Best Drilling and Pump Inc is the lowest bidder under Specification No 7283 for construction of three Artesian Wells for the 1600 acre-feet Memorandum ofUnderstanding Project and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Water System recommends award of this contract and

WHEREAS LADWPs Water System is requesting a 15 percent contingency due to unforeseen and changed field conditions which may include unknown subsurface conditions unstable soils provisions for environmental restrictions and mitigations and restrictions imposed by other agencies

NOW THEREFORE BE IT RESOLVED that pursuant to City Charter Section 1022 the Board finds that it is more feasible to have the work performed by outside services because the work proposed in the contract requires knowledge skills and professional expertise that are not currently available in LADWP

NOW THEREFORE BE IT RESOLVED that Best Drilling and Pump Inc is awarded the contract for a total amount not to exceed $47108600 which includes a 15 percent contingency for a one-time spot purchase under Specification No 7283 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms of these contracts awarded pursuant to Specification No 7283 and this resolution

BE IT FURTHER RESOLVED that the President or 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 of the Board be and they are hereby authorized and directed to execute said contracts for and on behalfLADWP

ITEM NO 15 - Authorizes award ofCooperative Purchase Agreement No47001 for Flame Retardant Clothing and Program Management Services to Program Management International Inc for a cooperative purchase with Sacramento Municipal Utility District Contract No 4500057047 for a total amount not to exceed $3783950 Contract expires November 162011 Submitted by Chief Operating Officer Senior Assistant General Manager - Power System and Chief Administrative Officer

RESOLUTION NO 011-175

WHEREAS Program Management International was awarded Contract No 4500057047 with the Sacramento Municipal Utility District (SMUD) for Flame Retardant (FR) Clothing and Program Management Services and

WHEREAS the Los Angeles Department of Water and Power (LADWP) desires to contract for FR Clothing and Program Management Services and

WHEREAS Section 371 (e)(8) ofthe City Charter allows for the utilization ofother governmental contracts through Cooperative Purchasing Agreements and

WHEREAS LADWP seeks to award a cooperative purchase on SMUD Contract No 4500057047 with Program Management International Inc through Agreement No 47001 in an amount not to exceed $3783950 commencing upon execution by all parties and with an expiration date to be coterminous with the expiration of SMUD Contract No 4500057047 which expires November 162011

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NOW THEREFORE BE IT RESOLVED that Agreement No 47001 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Program Management International Inc be and the same is hereby approved

BE IT FURTHER RESOLVED that pursuant to Los Angeles City Charter Section 1022 such services covered by this Agreement require specialized and unique expertise and can be performed more feasibly by an independent contractor than by City employees

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 accordance with the terms of this cooperative contract with Program Management International Inc

BE IT FURTHER RESOLVED that the President or Vice President or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or Acting Secretary of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalf of the LADWP

ITEM NO 16 - Authorizes execution of Agreement No 47996 with RRM Design Group to provide architectural and engineering design consultant services for a pre-engineered office and maintenance building for Harbor Generating Station The total amount of this agreement is not to exceed $261467 for a term of two years with a one-year option to renew Submitted by Chief Operating Officer and Senior Assistant General Manager Power System

RESOLUTION NO 011-176

WHEREAS LADWP is required to provide needed office space and to consolidate maintenance and repair operations at the Harbor Generating Station as agreed in a JointlLabor Management meeting and

WHEREAS on May 122010 LADWP released a Request for Proposal RFP 297-10 seeking proposals from qualified and experienced firms to provide architectural and engineering design consultant services for a pre-engineered office and maintenance building for the Harbor Generating Station and six (6) proposals were received in response to the RFP and

WHEREAS LADWP evaluated the six proposals submitted in response to the RFP and based on the evaluation criteria and interviews RRM Design Group was selected as being the best qualified firm and

WHEREAS RRM Design Group has reviewed the services to be provided in accordance with Agreement No 47996 and represents that they have the qualifications expertise skills and abilities to perform such services and

WHEREAS LADWP proposes to enter into Agreement No 47996 with RRM Design Group for design services for a pre-engineered office and maintenance building for two (2) years with a one-year renewal option for a total contract amount not to exceed $261467 which includes a contingency of$12450

NOW THEREFORE BE IT RESOLVED that Agreement No 47996 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between the Department of Water and Power of the City of Los Angeles (LADWP) and RRM Design Group be and the same is hereby approved

BE IT FURTHER RESOLVED that pursuant to Charter Section 1022 such services covered by this Agreement are for expert design services with an emphasis on Leadership in Energy and Environmental Design (LEED) requirements which requires knowledge and skills that are not available within the Department

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BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment ofthe obligations arising under this Agreement

BE IT FURTHER RESOLVED that the President or Vice President 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 of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalf ofLADWP

ITEM NO 17 - Authorizes execution of Amendment No1 to Agreement No 47961 with KEMA Inc for an additional increase of $4500000 and Agreement No 47963 with Capgemini for an additional increase of $1500000 to hire design experts for LADWPs Department of Energy American Recovery and Reinvestment Act Awarded Smart Grid Demonstration Program The Amendment increases the term of both contracts by six months Submitted by Chief Operating Officer Senior Assistant General Manager Power System and ChiefAdministrative Officer

RESOLUTION NO 011-177

WHEREAS Los Angeles Department of Water and Power (LADWP) entered into Agreement No 47961 with KEMA Inc (KEMA) and Agreement No 47963 with Capgemini America Inc (Capgemini) both on or about June 12010 and

WHEREAS LADWP proposes to increase the limit of the KEMA Agreement by $4500000 from $3300000 with a total not-to-exceed limit of $7800000 and increase the limit of the Capgemini Agreement by $1500000 from $2200000 with a total not-to-exceed limit of $3700000 and increase the term of both the KEMA Agreement and the Capgemini Agreement from thirty (30) to thirty-six (36) months

NOW THEREFORE BE IT RESOLVED that Amendment No1 to Agreement No 47961 between LADWP and KEMA and Amendment No1 to Agreement No 47963 between LADWP and Capgemini (collectively the Amendments) each approved as to form and legality by the City Attorney and filed with the Secretary of the Board be and the same are hereby approved

BE IT FURTHER RESOLVED that pursuant to City Charter Section 1022 the Board finds that the services in the Amendments can be performed more feasibly by independent contractors than by LADWP or City employees

BE IT FURTHER RESOLVED that the Board finds that pursuant to City Charter Section 371 (e)(2) that utilizing a competitive process for the Amendments would not be practicable because the Amendments consist of professional and expert services of a temporary and occasional character and because of time constraints under the Department of Energy Smart Grid Grant

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 Acting Secretary of the Board be and they are hereby authorized empowered and directed to execute the Amendments

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 Agreements and the Amendments

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ITEM NO 18 - Authorizes Renewal ofAgreement No 47722-8 with Bentley Systems Incorporated to provide Maintenance Services for Bentley Software License and Maintenance The total amount not to exceed $350000 for the one year renewal for the fourth year Submitted by Chief Operating Officer Senior Assistant General Manager Power System and Chief Administrative Officer

RESOLUTION NO 011-178

WHEREAS the Los Angeles Department of Water and Power (LADWP) Board of Commissioners (Board) requires a sole source Agreement with Bentley Systems Inc (Bentley) to provide maintenance services for the Microstation Software (Microstation) and all other Bentley software tools to maintain enhance and provide proprietary products and services including software maintenance software upgrades technical support services training and renewal of licenses over a period of three (3) years with four (4) one-year renewable options for total expenditures not exceeding $3135716 and

WHEREAS the cost of services included into the one-year extension are not to exceed $350000 and

WHEREAS Bentley Software is part of the LADWPs Computer Aided Design System and is a pivotal component of operations and maintenance for electrical services to the citizens of the City ofLos Angeles (City) and

WHEREAS on the Board at its January 22 2008 meeting passed a resolution that any exercise of any renewal options be approved by the Board prior to its execution and

WHEREAS staff respectfully request that this Board reconsider the previous Boards action and to now simply delegate the authority to exercise the renewal options to the General Manager for the remaining three (3) option years of this agreement at one-year intervals not to exceed a total of$I155000 to stay consistent with other similar software maintenance contracts renewal practice

NOW THEREFORE BE IT RESOLVED that the Board approves the one-year renewal of Agreement No 47722-8 not to exceed $350000 for the fourth year approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between the LADWP and Bentley to provide proprietary professional expert and technical services licensing and software maintenance for Bentley software in the Power System and

BE IT FURTHER RESOLVED that pursuant to Section 1022 of the City Charter the Board finds that such services can be performed more economically or feasibly by independent contractors than by LADWP or City employees due to proprietary nature of the software provided and

BE IT FURTHER RESOLVED that the President or Vice President of the Board the General Manager or such person as the General Manager shall designate in writing and the Secretary the Assistant Secretary or Acting Secretary of the Board are hereby authorized and directed to execute Agreement No 47722-8 for and on behalf of the LADWP and

BE IT FURTHER RESOLVED the Board delegates to the General Manager the authority exercise the remaining three (3) renewal option years of this agreement at one year intervals and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of LADWP upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under said Agreement

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ITEM NO 19 - Recommends approval ofPower Purchase Agreement with PacifiCorp and the City ofLos Angeles DWP No BP 10-011 to purchase wholesale energy and provide station power to Magnum Holdings LLC The estimated revenue for LADWP is $105850 for a term ofthree years Submitted by Chief Operating Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 011-179

WHEREAS PacifiCorp which provides retail electric service in the State ofUtah desires to purchase wholesale energy from the Los Angeles Department of Water and Power (LADWP) and

WHEREAS PacifiCorp (dba Rocky Mountain Power) provides retail electric service under the supervision of the Utah Power Service Commission within its franchised service territories in the State of Utah and

WHEREAS PacifiCorp desires to use the Wholesale Electric Service purchase from LADWP to provide electric service to a retail customer and

WHEREAS PacifiCorp and LADWP desire to enter into an Agreement pertaining to the purchase and sale ofwholesale electric service and

WHEREAS the term of the Agreement shall take effect on the date PacifiCorp provides written notice to LADWP that it has received all regulatory approvals necessary to provide retail electric service to the retail customer described in the Agreement for a term of three years

NOW THEREFORE BE IT RESOLVED that the Power Purchase Agreement (Agreement) DWP No BP 10-011 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and PacifiCorp is hereby approved

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund over the term of the Agreement in payment of the obligations incurred if any

BE IT FURTHER RESOLVED that the President or the Vice President of this Board or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Agreement for and on behalf ofLADWP

ITEM NO 22 - Authorizes execution of Geothermal Lease Agreement No I LADWP No BP 10-010 with the Southern California Public Power Authority for consideration with the modifications including an increase acreage from 2950 acres to 3110 acres and further clarification of Section 23 Council approval by ordinance is required Submitted by Chief Operating Officer and Senior Assistant General Manager Power System

RESOLUTION NO 011-180

WHEREAS the Board of Water and Power Commissioners (Board) conditionally approved Geothermal Lease Agreement No1 LADWP No BP 09-028 Resolution No 010-100 on September 152009 subject to amending the MOU to include a provision to incorporate the Los Angeles Department of Water and Powers (LADWP) procurement policies and procedures for all contracts related to the Exploration Structure Due Diligence Effort and Exploratory work and

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WHEREAS the City Council disapproved the Boards action on September 152009 under Resolution No 010-100 authorizing the execution of a 35-year Geothermal Lease Agreement with the Southern California Public Power Authority (SCPP A) as referenced in Council File No 09-2517 because the City Administrative Office recommended a Fiscal Review and Assessment Summary of the cost analysis and potential impacts of the project and

WHEREAS LADWP resubmits Geothermal Lease Agreement No1 LADWP No BP 10-010 between LADWP and SCPPA for consideration with the modifications proposed by the Board and City Council and two additional changes including an increase acreage from 2960 acres to 3110 acres and further clarification ofsection 23

NOW THEREFORE BE IT RESOLVED that Geothermal Lease Agreement No1 LADWP Agreement No BP 10-010 approved as to form and legality by the City Attorney and filed with the Secretary of the Board is hereby approved subject to City Council approval

BE IT FURTHER RESOLVED that Resolution No 010-100 adopted by the Board on September 152009 providing for the conditional approval oflease agreement between LADWP and SCPPA LADWP No BP 09-028 for feasibility exploration and potential development ofLADWP-owned property is hereby rescinded

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person as the General Manager or Acting General Manager shall designate in writing is authorized empowered and directed to execute said Geothermal Lease Agreement No1 for and on behalfofLADWP

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person as the General Manager or Acting General Manager shall designate in writing is authorized empowered and directed to execute all necessary exhibits related to Geothermal Lease Agreement No1 as the case may be for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the ChiefAccounting Employee is authorized and directed upon proper certification to accept all revenue generated from Geothermal Lease Agreement No1 and to calculate and record any offsets or credits against such revenue which directly arises from any obligations owed by LADWP in connection with or related to said agreement

ITEM NO 23 - Authorizes the Revision to the Green Book Section 1B2aii Technical Appendix by including the Table 1B2-2 dated June 22 2010 Revision to the list ofwells exempted from linkage to vegetation sites and that are not subject to the automatic well turnshyoffprovisions of the Water Agreement Submitted by ChiefOperating Officer and Senior Assistant General Manager Water System

RESOLUTION NO 011-181

WHEREAS the Los Angeles Department ofWater and Power (LADWP) is a party to the Agreement between the County of Inyo and the City of Los Angeles and its Department of Water and Power on a Long Term Groundwater Management Plan for Owens Valley and nyo County (Water Agreement) and

WHEREAS the technical appendix to the Water Agreement is known as the Green Book and

WHEREAS the Water Agreement and Green Book include provisions for the automatic turnshyoff of groundwater production wells for the protection ofgroundwater dependent vegetation and

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WHEREAS the Inyo CountylLos Angeles Technical Group is empowered by the Water Agreement to exempt certain town supply wells irrigation supply wells fish hatchery wells enhancementmitigation project supply wells and other wells not affecting areas with groundwater dependent vegetation as exempt from the automatic turn-off provisions of the Water Agreement and Green Book and

WHEREAS from time to time since the Water Agreement was signed the Inyo County Los Angeles Technical Group has exercised its authority to exempt wells for the aforementioned reasons and

WHEREAS the list of exempt wells currently included in Green Book Section IB2aii does not accurately reflect all of the wells exempted by the Inyo CountylLos Angeles Technical Group and

WHEREAS for the purpose of revising the list of exempt wells in Green Book Section LB2aii the Inyo CountylLos Angeles Technical Group has prepared the attached Table IB2-2 dated June 22 2010 which accurately reflects the current listing of wells permanently exempted by the Technical Group from the automatic turn-off provision of the Water Agreement and

WHEREAS Section XXV ofthe Water Agreement requires the agreement ofLADWP and the Inyo County Board of Supervisors in order to modify the Green Book

NOW THEREFORE BE IT RESOLVED that the Board ofWater and Power Commissioners agrees to modify the Green Book by including the attached Table IB2-2 dated June 22 2010 in Green Book Section LB2aii

BE IT FURTHER RESOLVED a statement affirming that a complete listing of exempt wells is contained in the June 22 2010 Table IB2-2 will be added to Green Book Section LB2aii

ITEM NO 24 - Authorizes submission of Grant Application to the United States Department of the Interior Bureau ofReclamations WaterSMART Water and Energy Efficiency Grants for Fiscal Year 2011 The application is $1000000 for the CommerciallIndustrial Drought Resistant Landscape Incentive Program Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-182

WHEREAS the United States Department of the Interior Bureau of Reclamation (BOR) has approximately $27 million in funding available for the WaterSMART Water and Energy Efficiency Grants for Fiscal Year 2011 which assists irrigation and water districts United States Territories States in the West and other local entities with water delivery authority in leveraging their money and resources by cost sharing with BOR on projects that save water improve energy efficiency address endangered species and other environmental issues and facilitate transfers to new uses and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Commercial Industrial Landscape Drought Resistant Landscape Incentive Program (CI Landscape Program) conserves water by providing incentives to commercial industrial and multi-family customers to replace turf with California-friendly drought-resistant plants and low-volume irrigation and

WHEREAS CI Landscape Program contributes to a sustainable water supply for Los Angeles and

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WHEREAS by reducing the amount of replacement water imported from other sources including the Sacramento-San Joaquin Delta the CI Landscape Program reduces the amount of energy used to convey water to users in Los Angeles

WHEREAS the CI Landscape Program has converted 1868119 square feet of turf saving 46535174 gallons ofwater (14281 AF) per year to date

WHEREAS LADWP desires to apply for grant funding in order to expand the CI Landscape Program as detailed in the funding plan and schedule in the application and

WHEREAS the BOR requires approval ofan agencys governing body for each grant funding application

NOW THEREFORE BE IT RESOLVED that an application be made to the BOR for a Water and Energy Efficiency Grant The LADWP is hereby authorized to enter into an agreement to receive a grant for the Project

BE IT FURTHER RESOLVED that the Board of Water and Power Commissioners designates the Senior Assistant General Manager - Water System or his designee (registered engineers) to prepare all necessary data file such application and enter into a grant funding agreement with the BOR and hereby authorizes the Director of Water Resources or his designee (registered engineers) to approve Claims for Reimbursement and to sign performance reports required by a grant funding agreement

ITEM NO 25 - Authorizes LADWPs General Manager to Execute Agreement No R 04310 with the California State Lands Commission (CSLC) allowing LADWP to reimburse reasonable costs incurred by CSLC for application processing and enviromnental documentation associated with the preparation ofa Master Plan for the Owens Lakebed Total costs to LADWP is estimated to be $1003084 with a term of three years Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-183

WHEREAS in March 2010 the Los Angeles Department ofWater and Power (LADWP) initiated a broad collaborative project with diverse interest groups to develop a Master Plan for the Owens Lakebed and

WHEREAS the Master Plan will focus on dust mitigation water efficiency methods habitat and wildlife and potential renewable energy development and

WHEREAS LADWP as part of construction of the Owens Lake Dust Mitigation Program has implemented dust mitigation measures and constructed facilities on certain portions of Owens Lakebed on sections of State land under the jurisdiction of the California State Lands Commission (CSLC) and

WHEREAS CSLC who owns over ninety percent of the Owens Lakebed is a key interest group participating in the development of the Master Plan and has approval authority over the plan and

WHEREAS under Agreement No R 04310 between CSLC and LADWP CSLC has estimated the total cost in processing the application and preparation of enviromnental documents for the Master Plan to be $835903 and the duration is from April 12010 through March 30 2013 with CSLCs cost of construction compliance and mitigation monitoring to be determined as the project progresses and

WHEREAS LADWP is requesting a 20-percent contingency fund to cover the anticipated construction compliance and mitigation monitoring costs bringing the total authorized fund to $1003084 and

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WHEREAS Agreement No R 04310 would allow LADWP to reimburse reasonable costs incurred by CSLC for application processing environmental documentation and construction compliance and mitigation monitoring associated with the preparation ofa Master Plan for Owens Lakebed

NOW THEREFORE BE IT RESOLVED that Agreement No R 04310 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between the Department of Water and Power of the City ofLos Angeles and California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of costs of the California State Lands Commission as stipulated under Agreement No R 04310 up to the total amount of $1003084 and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratifY and execute said Agreement No R 043101 for and on behalf of the LADWP

ITEM NO 27 - Authorizes execution of Memorandum ofAgreement with the Los Angeles Department ofPublic Works Bureau of Sanitation the Los Angeles Department ofPublic Works Bureau of Street Services and The River Project to develop and construct the Woodman Avenue Multi-Beneficial Stormwater Capture Project The total project cost estimate is $3396750 ofwhich LADWP is contributing $1200000 for project funding and $150000 for Grant administration Construction completion is scheduled for November 2012 Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-184

WHEREAS the City ofLos Angeles (City) possesses the right to the surface waters of the Los Angeles River its tributaries and the native groundwater ofthe San Fernando Basin in accordance with the California Superior Courts Judgment dated January 26 1979 in The City oLos Angeles vs City oSan Fernando et al Case No 650079 and

WHEREAS local groundwater has historically comprised approximately 15 percent of the Citys water supply which is partially dependent upon replenishment from stormwater flows and

WHEREAS LADWP desires to optimize the use oflocal water resources including stormwater and groundwater to reduce the Citys dependence on imported water supplies and

WHEREAS LADWP is committed to pursuing opportunities to maximize groundwater recharge to sustain and augment the long-term reliability of the Citys groundwater supply in the San Fernando Basin and

WHEREAS LABOS is a bureau of the municipally owned Los Angeles Department ofPublic Works responsible for collecting cleaning and recycling solid and liquid waste including stormwater and urban runoff and

WHEREAS LABSS is a bureau of the municipally owned Los Angeles Department ofPublic Works responsible for street and alley construction and maintenance and

WHEREAS TRP is a non-profit 501(c)(3) organization dedicated to watershed protection conservation and enhancement in Los Angeles County TRP authored the TujungaJPacoima Watershed Plan and has extensive experience studying the Tujunga Watershed and its comprehensive environments and

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WHEREAS LADWP LABOS and TRP are committed to pursuing opportunities to enhance water conservation stormwater capture improve water quality and increase open space and

WHEREAS LADWP LABOS and TRP have jointly identified Woodman Avenue located in the San Fernando Valley as a unique opportunity to capture treat and infiltrate a significant volume ofstormwater runoff on an annual basis and

WHEREAS LADWP LABOS LABSS and TRP wish to enter into the proposed Memorandum of Agreement (MOA) to develop and construct the Woodman Avenue Multishybeneficial Stormwater Capture Project (Project) and

WHEREAS the Project will result in the capture treatment and infiltration ofan estimated 80 acre-feet of stormwater per year and

WHEREAS the estimated Project costs are $3396750 and

WHEREAS LADWP in partnership with LABOS and TRP was awarded $1646750 by the 2008 CALFED Watershed Grant Program for the Project and

WHEREAS LABOS has agreed to fund the project management engineering design and construction management of up to a maximum of $400000 and

WHEREAS LADWP has agreed to provide up to $1200000 for construction and $150000 for staff support and

NOW THEREFORE BE IT RESOLVED that the proposed MOA between and among LADWP LABOS LABSS and The River Project (TRP) for the Woodman Avenue Multishybeneficial Stormwater Capture Project (Project) approved as to form and legality by the City Attorney and filed with the Secretary of the Board be and the same is hereby approved and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in the amount of $1 200000 for the construction work proposed under this MOA that has been budgeted under Fiscal Year 2011-12

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Memorandum of Agreement for and on behalf of LADWP

ITEM NO 28 - Adopts the Initial Study and Mitigated Negative Declaration for the Woodman Avenue Multi-Beneficial Stormwater Capture Pilot Project approving the Project and authorizing its construction The cost ofthis project is estimated to be $3396750 with an estimated duration of four years Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-185

WHEREAS the City ofLos Angeles Department of Water and Powers (LADWP) Watershed Management Group and the City of Los Angeles Bureau of Sanitations (LABOS) Watershed Protection Division in partnership with the non-profit group The River Project have identified Woodman Avenue located in the San Fernando Valley as a unique opportunity to capture treat and infiltrate a significant volume of stormwater runoff on an annual basis and

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WHEREAS LADWP proposes to implement the Woodman Avenue Multi-Beneficial Stonnwater Capture Pilot Project (Project) to help recharge the groundwater table improve water quality and alleviate local flooding along the 7700 block ofWoodman Avenue and

WHEREAS LADWP prepared an Initial StudylNegative Declaration (ISIMND) for the proposed Project and circulated this document for public review from December l3 2010 to January 142011 and

WHEREAS a Notice of Intent to Adopt an MND was published in the Los Angeles Times and mailed to interested persons and agencies

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners of the City ofLos Angeles (Board) recognizes that a study was made ofthe potential environmental effects of the proposed Project including its construction and operation This study is embodied in the ISMND on file with the Secretary of this Board and is incorporated in this Resolution and made a part hereof

BE IT FURTHER RESOLVED that the Board recognizes the ISMND identifies the following impacts that are potentially significant unless mitigation is incorporated and proposes the following mitigation measures and a program for implementation and monitoring

Potential Mitigation Recommended Mitigation PeriodMethod Implementation Impact Measure of Implementation Monitor

No

Cultural Resources I Itispossibletl1at CUL-I Should archaeological or paleontological During constructio Project

subsurface resources be encountered during earth- Construction archaeological or moving activities (Le grading and Manager will be paleontological resource excavation) a qualified archaeologist ando responsible for may be present within paleontologist shall be retained and shall implementation the project area implement procedures for temporarily andLADWP

halting or redirecting work to permit the Environmental sampling identification and evaluation of Services will the resources as appropriate Ifthe provide resources are found to be significant the compliance archaeologist andor paleontologist shall oversight determine appropriate actions in cooperation with the City of Los Angeles shyfor preservation andor data recovery If human remains are discovered the Los Angeles County Coroner shall be contacted the area of the find shall be protected and provisions of State CEQA Guidelines Section 150645 shall be followed

Hazards and Hazardous Materials Temporary lane closures HAZ-I A Traffic Control Plan will be prepared and Prior to and during Project and other public right-of will include notification ofsurrounding construction Construction way construction emergency service providers including the Manager will be activities could impair adjacent Kaiser Permanente Medical Center responsible for implementation of or As part of the plan emergency service implementation physically interfere with providers will be notified prior to andLADWP an adopted emergency construction and provided information Environmental response plan regarding lane closures construction Services will

schedule driveway blockages etc A plan t( provide maintain or accommodate essential compliance emergency access routes eg plating over oversight excavations use of detours etc will be developed and implemented

Noise Constructive activity NOI-l Project specifications shall restrict Prior to and during Project could result in temporaI) construction to normal work days and hours construction Construction exposure of persons to (as per LAMC Section 4110) and shall Manager will be excessive noise and require the construction contractor to responsible for vibration develop and implement a Noise Mitigation implementation

Plan to include the use ofmuftlers shields andLADWP sound barriers andor other noise reduction Environmental devices or techniques as feasible during Services will operation ofconstruction equipment Two provide weeks prior to the onset of construction compliance

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of construction notification of the location timing and duration of the proposed construction shall be provided to adjacent residents and businesses (within a V mile radius from the project site) and Kaiser Permanente Panorama City

oversight

Transportation and Traffic Temporary lane closures TR-l and other public right-of way construction activities could affect vehicle traffic and other modes of transportation beyond acceptable levels

A Traffic Control Plan will be prepared and approved by the City prior to the beginning ofconstruction Emergency service providers (fire police and ambulance) and Kaiser Pemlanente Panorama City shall be notified prior to construction to communicate information regarding lane closures construction schedule driveway blockages etc and to develop a plan to maintain or accommodate essential emergency and patient access routes eg plating over excavations use of detours effect on existing bus stop etc

Prior to construction

Project Construction Manager will be responsible for implementation andLADWP Environmental Services will provide compliance oversight

BE IT FURTHER RESOLVED that this Board further fmds that with the implementation of the above mitigation measures potential impacts to cultural resources hazards and hazardous materials noise and transportation and traffic will be less than significant

BE IT FURTHER RESOLVED that this Board certifies that the ISIMND has been prepared in compliance with California Environmental Quality Act that it has reviewed and considered the information contained in the ISIMND and that the ISIMND reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board finds on the basis of the whole record before it including the IS that there is no substantial evidence that the Project will have a significant effect on the environment

BE ITFURTHER RESOLVED that this Board adopts the ISIMND and approves the Project

BE IT FURTHER RESOLVED that LADWP shall file a Notice ofDetermination with the Los Angeles City Clerk and the Los Angeles County Clerk within five working days after deciding to approve the Project

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of tIe record of proceedings for this project

ITEM NO 29 - Approves Addendum No 1 to the Mitigated Negative Declaration for the Geotechnical Investigation for the North Haiwee Dam No2 Project Further a Notice of Determination is authorized to be filed with the Inyo County Clerk Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-186

WHEREAS LADWP proposes to implement the Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS LADWP prepared an Initial StudylMitigated Negative Declaration (ISIMND SCH 2003091085) for a similar project at the same location in April 2004 titled Geotechnical Investigations at North Haiwee Dam Project and

WHEREAS the City of Los Angeles Board of Water and Power Commissioners (Board) adopted the ISIMND and approved the implementation of the Geotechnical Investigations at North Haiwee Dam Project on July 6 2004 and

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WHEREAS an Addendum which addresses the proposed modifications to the previously adopted ISIMND has been prepared titled Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS CEQA Guideline section 15164(b) allows a lead agency to prepare an addendum to an MND as follows

An addendum to an adopted negative declaration may be prepared ifonly minor technical changes or additions are necessary or none of the conditions described in Section 15162 calling for the preparation of a subsequent EIR or negative declaration have occurred

WHEREAS CEQA Guideline section15162 requires a subsequent negative declaration under the following circumstances

(a) When an EIR has been certified or a negative declaration adopted for a project no subsequent ErR shall be prepared for that project unless the lead agency determines on the basis of substantial evidence in the light of the whole record one or more of the following

(1) Substantial changes are proposed in the project which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects

(2) Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous ErR or Negative Declaration due to the involvement ofnew significant environmental effects or a substantial increase in the severity of previously identified significant effects or

(3) New information of substantial importance which was not known and could not have been known with the exercise ofreasonable diligence at the time the previous ErR was certified as complete or the Negative Declaration was adopted shows any of the following

A) The project will have one or more significant effects not discussed the previous EIR or negative declaration or

B) Significant effects previously examined will be substantially more severe than shown in the previous ErR or

C) Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project but the project proponents decline to adopt the mitigation measure or alternative or

D) Mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce one or more significant effects on the environment but the project proponents decline to adopt the mitigation measure or alternative

NOW THEREFORE BE IT RESOLVED that the City of Los Angeles Board of Water and Power Commissioners (Board) recognizes that a study of the proposed changes to the previously adopted ISIMND was made and the associated environmental effects assessed for the proposed Geotechnical Investigations for the North Haiwee Dam No2 Project This study is embodied in the Addendum on file with the Secretary ofthis Board This Board has reviewed and considered the information contained in such document which is incorporated in this Resolution and made a part hereof

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BE IT FURTHER RESOLVED that this Board makes the following fIndings and determinations with respect to the proposed project

bull An Addendum was prepared which analyzed the potential environmental impacts associated with the construction and operation ofthe proposed project

bull As demonstrated in the environmental analysis of the currently proposed project modifIcations none of the conditions described in CEQA Guideline section 15162 calling for the preparation ofa subsequent EIR or negative declaration have occurred The proposed project modifIcations would not result in any additional signifIcant impacts nor would it increase the severity ofpreviously identifIed signifIcant impacts Therefore it can be concluded that pursuant to CEQA Guideline section 15164(b) the proposed project modifIcations are only minor technical changes or additions and as such an addendum to the 2004 MND for the Geotechnical Investigations at North Haiwee Dam Project may be prepared

Below is the proposed Mitigation Monitoring and Reporting Plan (MMRP) for the proposed Addendum This MMRP includes mitigation measures from the previously approved 2004 ISIMND as well as proposed changes to it in order to enhance its effectiveness Underline denotes a new measure while strikeout indicates a removed measure

Air Quality

bull The project specifIcations shall incorporate the applicable provisions of the Great Basin Valleys Air Pollution Control District Fugitive Dust Rule (Rule 401) provided below

A person shall take reasonable precautions to prevent visible particulate matter from being airborne under normal wind conditions beyond the property from which the emission originates Reasonable precautions include but are not limited to

1 Use where possible of water for control ofdust in trenching and boring operations

2 Application of water on dirt roads material stockpiles

3 Use ofwater chemicals chuting venting or other precautions to prevent particulate matter from being airborne in handling dusty materials to open stockpiles and mobile equipment and

4 Maintenance of roadways in a clean condition

bull The contractor shall discontinue construction activities during fIrst and second-stage smog alerts

Biological Resources

bull To compensate for the permanent loss ofhabitat LADWP will preserve Mohave ground squirrel habitat (Habitat Management Lands) at a 3 1 ratio at a location approved by CDFG Funding for the long-term management ofthe land preserved also is required LADWP and CDFG will negotiate the per-acre cost ofmanaging the lands to be preserved and fee title or conservation easement shall be granted to CDFG or other CDFG-approved non-profIt entity

Alternatively the preservation ofMohave ground squirrel habitat could be accomplished through elimination ofcattle grazing on lands owned by LlDWP in Jnyo County vvithin the geographic range ofMohave ground squirrel andor restomtion ofnative vegetation within the range and in habitat suitable for Mohave ground squirrel on LADWP public or state lands in Jnyo County In either case LADWP

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U~~~fer e title or a cOflservatiofl easemeflt oler the Habitat ManagemeBt Laads to ~rt~rms approved by the CDFG AlteFflatit-ely the traflsfer mad be to

another public entity or not profit corporation appro led by the CDFG d t) approed by the CDFG 1lfrer erms

bull A pre-construction environmental education program shall be conducted for all persons working on the project The education program shall include identification of sensitive biological resources on-site terms and conditions of the Incidental Take Permit and the California Endangered Species Act

bull Impacts to sanicle cyrnopterus shall be avoided where feasible through project redesigIl In particular Trench T 2 contains hve clusters of sanicle cyrnopterus If redesigIl of Trench T 2 to atOid impacts to sanicle cymopterus is not feasible a mitigation plan shall be negotiated with and approed by CDFG

bull Sanicle cymopterus populations near proposed geotechnical testing sites shall be flagged by a qualified biologist prior to testing activities and avoided by project personnel

bull A qualified biological monitor familiar with sanicle cymopterus shall be on-site during testing activities in the vicinity of this species

bull Project boundaries shall be clearly delineated prior to construction Existing roads shall be used to the greatest extent possible All project-related parking and equipment storage shall be confined to previously disturbed areas

bull A qualified biological monitor familiar with Mohave ground squirrel shall be on-site to monitor trenching and boring activities

bull Trash and food items shall be removed from the site daily and disposed ofproperly to avoid attracting ravens a common predator of the Mohave ground squirrel

bull Ramps shall be provided in trenches to allow animals to escape

bull All temporarily affected areas that were previously vegetated shall be restored with native plant species to accelerate recovery

bull During construction and at the completion of construction activities monthly and final compliance reports shall be provided to CDFG documenting the effectiveness of mitigation measures and the level of take associated with the project

bull Water from well-pump testing shall be discharged to the ground in Mohave ground squirrel habitat areas

bull Because project activities will disturb Mohave ground squirrel habitat in a recognized core area for the species land acquisition to compensate for habitat loss should focus on private or BLM disposal lands within the CosoOlancha core area ELM disposal lands west of the North Haiwee Dam (828 acres) are within the CosoOlancha core area and should be considered the top priority mitigation lands If land acquisition is not possible or proves difficult in CosoOlancha core area then land should be acquired in one ofthe following alternative areas (listed in order ofpreference)

1 In the Little Dixie Wash core area Kern County 2 In the corridor connecting the CosoOlancha core area and the Little Dixie Wash

core area 3 Adjacent to the CosoOlancha core area in Inyo County and 4 In the corridor connecting the Little Dixie Wash core area and the Edwards Air

Force Base Core Area in Kern County

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bull An authorized biologist or monitor shall guide project equipment around active ground squirrel burrows to reduce the likelihood of taking individual Mohave ground squirrels and minimize habitat disturbances

bull If a live Mohave ground squirrel is unearthed during project activities the Authorized Biologist shall rescue the squirrel and if it is the squirrels active period release it at least 50 meters from project activities If it is the squirrels dormant period then the biologist should construct an artificial burrow at least 50 meters from project activities and place the squirrel in the artificial burrow

bull Individual Joshua trees shall be avoided to the greatest extent possible Compensation for impacts to Joshua tree woodland shall be negotiated with CDFG prior to groundshydisturbing activities

bull Compensation for impacts to Mohave riparian forest shall be negotiated with CDFG prior to ground-disturbing activities

In addition to ensure that project impacts to other special-status wildlife species and Jurisdictional Waters and Wetlands would be mitigated to less than significant the following additional mitigation measures are recommended

bull Conduct pre-construction protocol surveys for desert tortoise Pre-construction surveys should be conducted no more than 30 days prior to construction operations Standard protocol language includes Protocol surveys for desert tortoise will follow the guidelines for linear projects stipulated in the Pre-Project Field Survey Protocol for Potential Desert Tortoise Habitats (USFWS 2010) As stated in this guideline a 10 meter wide belt that transects with 100 percent coverage would be conducted in all habitats capable of supporting the desert tortoise within the project area Ifneither tortoises nor sign are encountered during the Action Area surveys three additional 10 meter belt transects at 200 meter intervals parallel to the project area will be surveyed Surveys for determination of presence or absence are restricted to the desert tortoises active period which is April through Mayor September through October and at temperatures below 40 degrees Celsius

bull Should a desert tortoise burrow be observed during pre-construction surveys and the end is not visible the burrow should be scoped for tortoise occupancy All unoccupied burrows should be collapsed Should a live desert tortoise be observed during preshyconstruction surveys above- or below ground desert tortoise fencing must be installed around project work areas excluding access roads Tortoise fencing will avoid occupied burrows iffound Fence installation will require two desert tortoise clearance surveys within the exclusion area prior to beginning construction operations Any tortoises found within the exclusion fence the exclusion fence will be re-designed to exclude the tortoise from the project work area No handling of tortoises is permitted

bull A biological monitor is recommended for the duration ofproject construction operations Should a tortoise be observed during construction operations project activities will temporarily cease in the immediate area and allow the tortoise to move on its own accord

bull In accordance with federal and California State Endangered Species Acts the contractor shall immediately report all observations of desert tortoise or any listed species to LADWP Environmental Services and take care not to take or harass the species A LADWP Environmental Service Representative will inform appropriate federal and State resource agency personnel of the sighting

bull Implement pre-construction surveys and construction monitoring to minimize impacts to badger

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bull For any construction activities scheduled to occur during the nesting season (typically February 15 to July 31) pre-construction surveys should be conducted to identify any nesting birds If active nests are identified determine whether proposed activities within 200 feet could cause found nests to fail

Cultural Resources

bull Trenching boring and well locations in areas outside ofpreviously surveyed areas such as T -7 (EDA W 2003b) require a pedestrian archaeological survey and ifapplicable a record search prior to construction activities All activities shall be located to avoid historic and archaeological resources

bull Trenching and boring locations shall be located to avoid known historic or archaeological resources-in particular the historic and cultural resources at Trenches T-4 and T-5 and the geotechnical borings in and around CA-INY-22435703 CA-INYshy4591H HD-CS-OOIH (now CA-INY-6574) HD-CS-005H CA-INY-6575 (formerly HD-CS-002H) CA-INY-6577 and CA-INY-6585 shall be flagged for avoIdance A qualified archaeologist shall be retained to assist with determining acceptable location parameters for these trenches and borings The archaeologist is authorized to delineate the loci of the existing resources at Trenches T -4 and T -5 by use ofsmall-shovel test pits

bull A qualified cultural resources monitor shall be on-site during ground-disturbing activities at the adjusted Trench T-4 and T-510cations and at the borings in and around known cultural resources The cultural resources monitor shall have the authority to halt or redirect construction ifnew significant cultural resources are found

BE IT FURTHER RESOLVED that this Board fmds that with the implementation of the above mitigation measures potential impacts to air quality biological resources and cultural resources will be less than significant

BE IT FURTHER RESOLVED that this Board has reviewed and considered the information as contained in the proposed Addendum and that the Addendum reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board adopts the Addendum requires implementation of the mitigation measures adopts the Mitigation Monitoring and Reporting Plan approves the Geotechnical Investigations for the North Haiwee Dam No2 Project and approves the payment for permit and mitigation costs associated with this project

BE IT FURTHER RESOLVED that LADWP shall file a Notice of Determination with the Inyo County Clerk that finds that this Board has adopted the Addendum for the project that the Board has required implementation of the mitigation measures for the project that the Board has adopted the Mitigation Monitoring and Reporting Plan for the project and that there is no substantial evidence in light of the whole record that the project may have a significant effect on the environment

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of the record of proceedings for this project

ITEM NO 30 - Recommends approval of the Grid Reliability Study dated December 31 2010 that is required per Section 3B3 of the Once-Through-Cooling Policy Upon approval LADWP will fmalize and submit the Study to the State Water Resources Control Board and the Statewide Advisory Committee on Cooling Water Intake Structures Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Power System

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RESOLUTION NO 011-187

WHEREAS the Los Angeles Department of Water and Power (LADWP) has an obligation to provide adequate and reliable electricity service to its customers in The City of Los Angeles and

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners approves the Grid Reliability Study (GRS) dated December 31 2010

BE IT FURTHER RESOLVED that LADWP may use this GRS for submission to any agency or entity requiring LADWP to submit a reliability study

ITEM NO 31- Authorizes execution of Amendment No1 to Short Form IRU-12 Lease Agreement (Agreement No FO-500-092007) with Fox Entertainment Group Inc to continue to provide the Indefeasible Right of Use of a certain component of the LADWPs fiber optic network between 10351 Santa Monica Boulevard Los Angeles and Building 101 10201 Pico Boulevard Los Angeles The term ofAgreement is amended to five yeats Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-188

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 subordinate agreement to Optical Fiber Lease Agreement No FO-293-042004 (Master Agreement) between the Department of Water and Power of the City of Los Angeles (LADWP) and Fox Entertainment Group Inc was approved by the General Manager and became effective on January 18 2008 grants to Fox Entertainment Group Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 has an initial term of three (3) years which expired on January 18 2011 and

WHEREAS both the LADWP and Fox Entertainment Group Inc desire to extend the term of Short Form IRU-12 Lease Agreement No FO-500-092007 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No I to Short Form IRU-12 Lease Agreement No FO-500-092007 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Fox Entertainment Group Inc be and the same is hereby approved and ratified

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 the Assistant Secretary or the Acting Secretary ofthe Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 for and on behalfofLADWP

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ITEM NO 32 - Authorizes execution ofAmendment No1 to Short Form IRU-08 Lease Agreement (Agreement No FO-609-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network between One Wilshire 4th Floor MMR or MDF Room 624 South Grand Avenue Los Angeles California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to five years Submitted by ChiefOperating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-189

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-0l2006 (Master Agreement) between the Department ofWater and Power of the City of Los Angeles (LADWP) and Sohonet Inc was authorized by Board Resolution No 010-213 on February 22010 grants Sohonet Inc the Indefeasible Right ofUse ofa certain component ofthe LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 has an initial term of one (1) year which is set to expire on February 16 2011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-08 Lease Agreement No FO-609-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-08 Lease Agreement No FO-609-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 for and on behalfofLADWP

ITEM NO 33 - Authorizes execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement (Agreement No FO-610-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse ofa certain component of the LADWPs fiber optic network between ADS 948 Cahuenga Boulevard Hollywood California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to two years Submitted by Chief Operating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-190

WHEREAS this Short Form IRU-09 Lease Agreement No FO-61O-1212009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-01l2006 (Master Agreement) between the Department of Water and Power ofthe City of Los Angeles (LADWP) and Sohonet Inc was approved by the General Manager and became effective on February 19 2010 grants Sohonet Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

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WHEREAS this Short Form IRU-09 Lease Agreement No FO-61 0-122009 has an initial term ofone (1) year which is set to expire on February 192011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-09 Lease Agreement No FO-610-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU -09 Lease Agreement No FO-61 0-122009 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 for and on behalfofLADWP

ITEM NO 34 - Authorizes execution ofAmendment No 1 to Purchase Order 49019-1 (New Agreement No 47003) with Phimation Strategy Group for consulting services for change management efforts and training This Amendment increases contract amount by $235750 and extends the contract one year All other contract terms remain the same Submitted by Chief Operating Officer

RESOLUTION NO 011-191

WHEREAS the Los Angeles Department of Water and Power (hereinafter referred to as LADWP) and Phimation Strategy Group (hereinafter referred to as Consultant) entered into a contract wherein Consultant agreed to assist the General Managers Office (GM) to conduct change leadership training and culture change program and

WHEREAS effective September 13 2010 the LADWP and Consultant entered into Purchase Order Agreement No 49019-1 (which together with all amendments and supplements thereto hereinafter shall be referred to as the Agreement) and

WHEREAS the LADWP proposes to execute Amendment No1 to Purchase Order 49019-1 to extend the term through February 122012 and

WHEREAS the LADWP proposes to amend Purchase Order 49019-1 to increase the contract amount from $149000 to $384750 converting the General Manager Award to a Board Award (New Agreement No 47003) and

WHEREAS the amendment is necessary and proper to continue or complete certain activities authorized under the Agreement

NOW THEREFORE BE IT RESOLVED that the LADWP and Consultant agree to amend the Purchase Order Agreement No 49019-1 as follows

Make an administrative change in the Agreement number from 49019-1 to 47003 2 The term ofthe Agreement has been extended through February 122012 3 The total cost ofthe Agreement is increased by $235750 for a maximum expenditure

limit of $384750

1

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4 Add Line Item 002 to read as follows Change Leadership Training and Culture Change Program - Additional Services as described in Service Definition All not-to-exceed $235750

5 Delete and replace terms under Page 2 Service Definition 6 Delete and replace terms described under Pages 2-3 Invoice and Payments 7 Delete terms under Pages 3-4 Itemized Expenses in its entirety 8 Delete and replace terms described under Page 9 Termination

BE IT FURTHER RESOLVED that pursuant to City Charter Section 371 (e)(2) the use of competitive bidding for this agreement is not practicable or advantageous because the work to be performed is of an expert professional temporary and occasional character

BE IT FURTHER RESOLVED the Board finds in accordance with Charter 1022 of the Los Angeles City Charter that the services to be performed under this contract can be more economically and feasibly performed by an independent contractor than by City employees

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under this Agreement and

BE IT FURTHER RESOLVED that the President or 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 of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalfofLADWP

ITEM NO 35 - Awards Amendment No2 to Contract No 969 to Furnish and Deliver Tires and Tubes to TCI Tire Centers LLC for a cooperative purchase with City ofLos Angeles Department of General Services Division Contract No 58289 The amendment will increase the second optional period by $1012595 All other contract tenns shall remain the same Submitted by Chief Operating Officer and Chief Administrative Officer

RESOLUTION NO 19362

WHEREAS TCI Tire Centers LLC was awarded Contract No 969 a cooperative purchase to City ofLos Angeles Department of General Services Division Contract 58289 for furnishing and delivering of tires and tubes and

WHEREAS the Los Angeles Department of Water Power (LADWP) utilizes Contract No 969 to provide routine maintenance to LADWPs motor pool and

WHEREAS LADWPs Joint System recommends Amendment No2 to Contract No 969 with TCI Tire Centers LLC to increase the second optional period by $101259500 to $180000000 and

WHEREAS Contract No 969 is coterminous with the City ofLos Angeles Contract No 58289 which expires on May 31 2011 No additional time is needed

NOW THEREFORE BE IT RESOLVED that Amendment No2 to Contract No 969 is approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee is hereby authorized and directed to draw demands upon the Water and Power Revenue Funds in accordance with the terms of this amendment awarded pursuant to Contract No 969 and this resolution

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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 themiddot Acting Secretary of the Board are hereby authorized and directed to execute said contract for and on behalf ofLADWP

ITEM NO 36 - Authorizes execution ofa Purchase and Sale Agreement ofReal Property at 12655 Garber Street Pacoima California for the Water Systems Garber Street Recycled Water Tank Project for the purchase price of$350000 plus closing and incidental expenses (Real Estate File W-36943) Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-192

W-36943 (Purchase ofFee Property Required for the Garber Street Recycled Water Tank)

WHEREAS the Los Angeles Department of Water and Power (LADWP) would like to acquire a parcel of land (which includes a residence) for the Garber Street Recycled Water Tank and

WHEREAS the LADWP has identified property owned by Jules M Adger (Seller) located at 12655 Garber Street Pacoima California which LADWP desires to acquire and

WHEREAS the Board ofCommissioners of the Los Angeles Department of Water and Power has the authority pursuant to Los Angeles City Charter Section 675(d)(1) to acquire by purchase all real property convenient for LADWP purposes

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners hereby approve substantially as to form the Purchase and Sale Agreement between LADWP and the Seller and

BE IT FURTHERRESOLVED 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 directed and empowered to execute said Purchase and Sale Agreement for and on behalf of the LADWP The Manager ofReal Estate is authorized empowered and directed to execute Escrow Documents and other related documents for and on behalf of the LADWPand

BE IT FURTHER RESOLVED that the Chief Accounting Employee ofLADWP upon proper certification is hereby authorized and directed to authenticate a demand or demands upon the proper revenue fund for payment of the $350000 purchase price plus closing and incidental expenses at least five days prior to the close ofescrow

ITEM NO 37 - Approves payment of $33890899 to the State ofCalifornia Department of Industrial Relations for Workers Compensation Self-Insurance Program administration fees for Fiscal Year 2010-201 L Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-193

WHEREAS the City of Los Angeles Department of Water and Power (LADWP) is selfshyinsured and self-administered for its workers compensation liability

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BE IT RESOLVED that the payment ofWorkers Compensation Self-Insurance Program administration fees for the Fiscal Year 2010-2011 as assessed by the State of California Department of Industrial Relations in their invoice dated November 302010 is $33890899 and pursuant to California Labor Code Sections 625 and 626 is authorized and directed

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to authenticate a demand on the Water Revenue Fund in payment of the above fees arising from the requirements of California Labor Code 625 and 626

ITEM NO 39 - Approves the water quality improvement demand side management reclaimed water and water security expenditures for the twelve month period commencing July 1 2011 Submitted by Chief Operating Officer Interim Chief Financial Officer and

Senior Assistant General Manager - Water System

RESOLUTION NO 011-194

WHEREAS Water Rates Ordinance No 170435 as amended by Ordinance Nos 171639 173017 175964 177968 and 179802 authorizes the recovery of certain qualified Board approved expenditures for Water Quality Improvement Programs through the Water Quality Improvement Adjustment Factor for Demand Side Management and Reclaimed Water Programs through the Water Procurement Adjustment Factor and Water Security costs through the Water Security Adjustment Factor

NOW THEREFORE BE IT RESOLVED that the Board approves Schedules A B C and D which are on file with the Secretary of the Board which describe and identifY (A) water quality expenditures totaling $3374 million (B) demand side management expenditures totaling $310 million (C) reclaimed water expenditures totaling $761 million and (D) water security expenditures totaling $686 million for the twelve-month period from July 1 2011 through June 30 2012

ITEM NO 40 - Authorizes the issuance ofa maximum of $350 million of Water System Refunding Revenue Bonds for the purpose of refinancing higher interest rate bonds with lower interest rate bonds Council approval is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 4831

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMISSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing ofUp to $350000000 Pursuant to Section 609 of The Charter ofThe City ofLos Angeles Through the Issuance of

Revenue Bonds Payable from the Water Revenue Fund

Resolution No- 4831

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City of Los Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power ofthe City of Los Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter of The City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Water Revenue Fund to evidence the indebtedness created by such borrowing

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Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations of the Department payable from the Water Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

THREE HUNDRED FIFTY MILLION DOLLARS ($350000000)

and said Bonds are to be issued in one or more series or sub series at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number of days elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer ofthe Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 ofOrdinance No 172353 of the City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 of Division 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale ofeach series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with respect to the Bonds shall not exceed ten percent ofthe principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 ofthis Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest costfor the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number ofdays elapsed

Section 9 The authorization ofthe issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance ofbonds on account of the Water System heretofore made by resolution of this Board

Section 10 The Secretary ofthis Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices ofthe Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office ofAdministrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 30

ITEM NO 41-Authorizes the issuance ofa maximum of$I5 billion ofPower System Refunding Revenue Bonds to refinance or replace existing Power System Revenue Bonds mostly set with higher interest rates with lower rates thereby lowering LADWPs cost of debt Council approval is required Submitted by ChiefOperating Officer and Interim Chief Financial Officer

RESOLUTION NO 4830

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMSSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing of Up to $1500000000 Pursuant to Section 609 of The Charter of The City of Los Angeles Through the Issuance of

Revenue Bonds Payable from the Power Revenue Fund

Resolution No 4830

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City ofLos Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power of the City ofLos Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter ofThe City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Power Revenue Fund to evidence the indebtedness created by such borrowing

Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations ofthe Department payable from the Power Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

ONE BILLION FIVE HUNDRED MILLION DOLLARS ($1500000000)

and said Bonds are to be issued in one or more series or subseries at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of 365 days for the actual number ofdays elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer of the Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 of Ordinance No 172353 ofthe City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 ofDivision 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale of each series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 31

is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with re~pect to the Bonds shall not exceed ten percent of the principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 of this Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of365 days for the actual number of days elapsed

Section 9 The authorization of the issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance of bonds on account of the Power System heretofore made by resolution of this Board

Section 10 The Secretary of this Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices of the Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office of Administrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

ITEM NO 42 - Authorizes execution of Agreement No 47582 with Dewey amp LeBoeufLLP for Legal Services related to Merger and Acquisition Transactions to divestiture of power assets and the potential acquisition of non-carbon replacement assets The total amount not to exceed $1000000 for a term ofeighteen months Submitted by Chief Operating Officer and General Counsel

RESOLUTION NO 011-195

WHEREAS the Office of the City Attorney (City Attorney) on behalf ofthe Los Angeles Department of Water and Power (LADWP) solicited requests for proposals from law firms to assist the City Attorney in providing LADWP advice and representation in matters related to the Departments merger and acquisition transactions (M amp A) to divestiture ofpower assets and the potential acquisition of non-carbon replacement assets

WHEREAS the City Attorney selected the law finn of Dewey amp LeBoeuf LLP from a competitive bidding process for providing the necessary legal services and

WHEREAS the City Attorney finds that an appropriation of$lOOOOOO for a period of eighteen months is necessary at this time to manage anticipated M amp A transactions

BE IT RESOLVED that in compliance with City Charter Section 1022 the Board of Water and Power Commissioners of the City ofLos Angeles (Board) finds it is more feasible to have the assistance ofoutside counsel due to the complexity of and the expertise required for the aforementioned transactions

BE IT FURTHER RESOLVED the President or 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 of the Board be and they are hereby authorized and directed to execute Agreement No 47582 (or one in substantial form and content as the one submitted herewith as determined by the City Attorney) for and on behalf ofLADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 32

BE IT FURTHER RESOLVED that the Chief Accounting Employee of LADWP upon proper certification be and is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under said Agreement

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 48 - Reports were given by Management concerning matters relating to Department operations as follows

a) Integrated Resource Plan Update (Michael Webster Power Engineering Manager)

b) Renewable Portfolio Standard Project Update

Deemed accepted

c) 2010 Urban Water Management Plan (Tom Erb Director of Water Resources)

Written recommendations approved by the General Manager transmitting the following resolutions approved as to form and legality by the City Attorney

ITEM NO5 - Approval of the minutes of the January 4 2011 regular meeting of the Board of Water and Power Commissioners

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO6 - Authorizes award of Specification No 199 to Furnish and Deliver Meters Cold Positive Displacement Type to Neptune Technology Group Inc for a total amount not to exceed $22692293 for a term of one year with two optional one-year periods Submitted by Chief Operating Officer Senior Assistant General Manager - Water System and Chief Administrative Officer

RESOLUTION NO 19363

WHEREAS this contract is to furnish and deliver Meters Cold Positive Displacement Type and

WHEREAS Neptune Technology Group Inc is the lowest compliant bidder under Specification No 199 and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Water System recommends that Neptune Technology Group Inc be awarded a contract under Specification No 199

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 33

NOW THEREFORE BE IT RESOLVED that Neptune Technology Group Inc is awarded Contract No 199 for a total maximum amount not to exceed $2269229300 which includes all optional periods for a term of one-year with two optional one-year extensions under Specification No 199 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the President or Vice President 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 contract for and on behalf of the LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 199 and this Resolution

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO7 - Authorizes award of Specification No 217 to Furnish and Deliver Broadcaster Network Equipment and Software to Evertz Microsystems Ltd for a total amount not to exceed $4750000 for a term of one year with four optional one-year periods Council approval is required Submitted by Chief Operating Officer and Chief Administrative Officer RESOLUTION NO 19364

WHEREAS the Los Angeles Department of Water and Power (LADWP) identified broadcaster video network service as an innovative growth opportunity serving Los Angeles extensive entertainment industry and developed the VideoMAN infrastructure and

WHEREAS this contract is to furnish broadcaster video network equipment and software providing LADWP with the spares and upgrades to meet the demands for this service and

WHEREAS without a contract the LADWP will not be able to support its existing customers and will suffer customer and revenue loss and

WHEREAS LADWPs Joint System recommends a sole source contract be awarded to Evertz Microsystems Ltd (Evertz) the manufacturer of the original equipment and

WHEREAS this contract combined with previous contracts with Evertz constitutes continued contracting exceeding the three year time period set by Ordinance

THEREFORE BE IT RESOLVED that Evertz Microsystems Ltd is awarded a sole source contract under City Charter Section 371(e)(7) for a total amount not to exceed $475000000 which includes all optional periods for a term of one year with four optional one-year periods under Specification No 217 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to draw demands on the Water and Power Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 217 and this resolution

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 34

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Agreements for and on behalfof LADWP after approval by the Los Angeles City Council pursuant to Administrative Code 105

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 20 - Authorizes execution of Confidentiality Agreement DWP No BP 11-001 with California High-Speed Rail Authority in order to assist in its design and development of the California High Speed Rail Project for a term of three years and at no cost Submitted by Chief Operating Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 011-196

WHEREAS California High Speed Rail Authority (CHSRA) desires to engage in a Cocentidentiality Agreement with the Los Angeles Department of Water and Power (LADWP) to maintain proprietary matters confidential for security purposes and

WHEREAS LADWP and CHSRA recognize that utility infrastructure information must remain confidential for security purposes and

WHEREAS CHSRA needs to review the confidential information ofLADWP to design and develop the California High-Speed Train Project The expiration will be three years from the date ofapproval

NOW THEREFORE BE IT RESOLVED that the Confidentiality Agreement DWP No BP 11-001 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and High Speed Rail Authority be and the same is hereby approved and

BE IT FURTHER RESOLVED that the President or the Vice President of the Board or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized and directed to execute the Agreement for and on behalf of LAD WP

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 21- Authorizes execution ofAmended Memorandum of Understanding on Imperial Valley Geothermal Feasibility and Exploration LADWP No BP 09-025A with the Imperial Irrigation District Southern California Public Power Authority and the Cities of Burbank Glendale Colton and Pasadena The amendment will change a number of provisions in the MOU including adding 160 acres ofLADWP owned property LADWP expenditures will not exceed $18 million and the term is for six years from 2011 to 2016 Submitted by ChiefOperating Officer and Senior Assistant General Manager - Power System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 35

RESOLUTION NO 011-197

WHEREAS the original Memorandum ofUnderstanding (MOU) of Imperial Valley Feasibility and Exploration LADWP No BP 09-025 among the Los Angeles Department of Water and Power (LADWP) Imperial Irrigation District (lID) Cities of Burbank Glendale Colton Pasadena and the Southern California Public Power Authority (SCPPA) was approved by this Board ofWater and Power Commissioners (Board) on September 1 2009 under Resolution No 010-081 and

WHEREAS the Board conditionally approved Geothermal Lease Agreement No1 LADWP No BP 09-028 on September 15 2009 under Resolution No 010-100 upon the prerequisite that LADWP add its procurement policies and procedures to the original MOU and

WHEREAS the lID Board concurrently requested an amendment to the original MOU to incorporate an Exploration Structure Due Diligence Effort as a precondition to its approval of the MOU and

WHEREAS the parties of the original MOU renegotiated the terms and conditions to include an additional 160 acres ofreal property owned by LADWP LADWPs procurement policies and procedures and incorporate a preliminary assessment identified as the Exploration Structure Due Diligence Effort

NOW THEREFORE BE IT RESOLVED that the Amended MOU on Imperial Valley Feasibility and Exploration LADWP No BP 09-025A among LADWP lID Cities of Burbank Glendale Colton Pasadena and SCPP A 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 General Manager or Acting General Manager or such person that the General Manager or Acting General Manager shall designate in writing is hereby authorized and directed to execute the Amended MOU for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the funding for the Imperial Valley Feasibility and Exploration project previously approved by this Board on September 1 2009 under Resolution No 010-081 shall remain in effect subject to the reapportionment identified within the Amended MOU (LADWP No BP09-025A) and related appendices

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person that the General Manager or Acting General Manager designates in writing is hereby authorized to perform all duties and obligations as project manager set forth in the Amended MOU

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising from or related to exploration costs and manage any payment offset or credits for any applicable annual rental payments in accordance with the terms and conditions ofthe Amended MOU on Imperial Valley Feasibility and Exploration (LADWP No BP 09-025A)

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 36

ITEM NO 26 - Authorizes LADWPs General Manager to Execute Amendment No 10 Lease PRC 80799 with the California State Lands Commission allowing LADWP to implement gravel cover as Best Available Control Measures on 203 square miles of area on Owens Lake Total costs estimated to be $165473750 and term is December 102010 to May 1 2019 Submitted by Chief Operating Officer and Senior Assistant General Manager shyWater System

RESOLUTION NO 011-198

WHEREAS the Los Angeles Department of Water and Power (LADWP) as part of construction and implementation of the Owens Lake Dust Mitigation Program (OLDMP) has implemented dust mitigation measures and constructed facilities on portions of Owens Lake on sections of State land under the jurisdiction of the California State Lands Commission (CSLC) and

WHEREAS OLDMP activities have been allowed among other authorizations under Lease PRC 80799 and its nine amendments with CSLC and

WHEREAS LADWP is required by the Great Basin Unified Air Pollution Control District (GBUAPCD) to implement OLDMP Phase 8 gravel cover as Best Available Control Measures by November 6 2012 on certain sections of State land under the jurisdiction of CSLC and

WHEREAS on December 102010 CSLC approved Lease PRC 80799 Amendment No 10 that incorporates activities of the OLDMP Phase 8 into Lease PRC 80799 and

WHEREAS CSLC has sent Lease PRC 80799 Amendment No 10 for execution by the General Manager ofLADWP and

WHEREAS the cost of complying with the lease conditions such as purchase of Carbon OffsetslRenewable Energy Public Trust Value mitigation and Attorneys Fees commitment in Lease PRC 80799 Amendment No10 require the City of Los Angeles Board of Water and Power Commissioners approval and

WHEREAS the cost of complying with the lease conditions is estimated to be $165473750 and

WHEREAS Lease PRC 80799 and the first eight amendments duration is for 20 years and covers LADWPs various dust control measures operations and activities from May 1 1999 to May 12019 and

WHEREAS Lease PRC 80799 Amendment No 9s duration is for three years from June 28 2010 or until such time as a Master Plan for Owens Lake is approved by the CSLC and covers LADWPs tillage dust control measures operations and activities and

WHEREAS Lease PRC 80799 Amendment No 10s duration is from December 102010 to May 12019 and

NOW THEREFORE BE IT RESOLVED that Lease PRC 80799 Amendment No1 0 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between the Department of Water and Power of the City of Los Angeles and the California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratify and execute said lease amendment for and on behalf of the LADWP

Approval moved by Commissioner Parfrey

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 37

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey

Noes None

ITEM NO 38 - A written recommendation was received from the Chief Operating Officer and Interim Chief Financial Officer approved by the General Manager recommending the adoption of a resolution approved as to form and legality by the City Attorney authorizing execution ofAgreement No47002 with P A Consulting Group Inc to analyze and assist the Los Angeles Department ofWater and Power to develop a revenue requirement and rate structure

This item was withdrawn

ITEM NO 43 - Adopts an ordinance by the Council of the City ofLos Angeles transferring surplus money from the Power Revenue Fund to the City Reserve Fund during the 20102011 fiscal year the sum of$258815000 Council approval by ordinance is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 011-199

BE IT RESOLVED

1 That the Charter provides that this Board may after the close ofa fiscal year consent to a transfer of surplus money from the Power Revenue Fund to the Reserve Fund of the City based on audited financial data and

2 That this Board finds and determines after first considering and subject to all covenants made by the Department with respect to transfers from the Power Revenue Fund that there is surplus money in the Power Revenue Fund as of the close of fiscal year 200911 0 and consents to the transfer of $258815000 of said surplus money to the Reserve Fund of the City during fiscal year 201011 and pursuant to the terms ofthis resolution and

3 That this Board does further consent that the Council ofThe City ofLos Angeles adopt an ordinance in words and figures substantially as follows to wit

ORDINANCE NO

An ordinance directing the transfer of surplus money from the Power Revenue Fund of the Department of Water and Power to the Reserve Fund ofThe City of Los Angeles during Fiscal Year 20 WIll

THE PEOPLE OF THE CITY OF LOS ANGELES DO ORDAIN AS FOLLOWS

Section 1 Subject to audited fmancial data for fiscal year ended 200910 and all covenants made by the Department of Water and Power (Department) with respect to transfers from the Power Revenue Fund and subject to there having been and only to the extent that there was surplus money in the Power Revenue Fund at the close of the 200910 fiscal year and subject to the declaration ofconsent adopted by the Board of Water and Power Commissioners it is hereby directed that $258815000 be transferred from the Power Revenue Fund of the Department to the Reserve Fund of the City during the 201011 fiscal year

Section 2 The City Clerk shall certify to the passage of this ordinance and have it published in accordance with Council policy either in a daily newspaper circulated in the City of Los Angeles or by posting for ten days in three public places in the City ofLos Angeles one copy on the bulletin board located in the Main Street entrance to the Los Angeles City Hall

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 38

one copy on the bulletin board located at the Main Street entrance to the Los Angeles City Hall East and one copy on the bulletin board located at the Temple Street entrance to the Los Angeles County Hall ofRecords

BE IT FURTHER RESOLVED that after the adoption of an ordinance as set forth in (3) above the Chief Accounting Employee of this Department is directed upon certification by the General Manager to cause to be transferred $129407000 within 10 days after the effective date of the ordinance in one lump sum payment from the Power Revenue Fund of the Department to the Reserve Fund ofthe City and to cause to be transferred the remaining amount in equal monthly installment payments from the Power Revenue Fund of the Department to the Reserve Fund of the City so that by June 30 2011 $258815000 has been paid Such transfers shall be made only after the City has paid the Power Revenue Fund all monthly charges for power services for which the City was billed by the Department

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 44 - Authorizes execution ofAgreement No WR 10-1030 with the Los Angeles Department ofPublic Works Bureau of Sanitation and West Basin Municipal Water District for Recycled Water Services to the Los Angeles Harbor Area for the design construction and operation of the facilities needed to produce and convey 9300 acre-feet per year of recycled water to LADWPs large industrial and irrigation customers LADWP will fund up to $111979472 for new and existing capital improvements and the initial term ofthirty years which may be extended in increments often years Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-200

WHEREAS one of the primary goals of the Los Angeles Department ofWater and Power (LADWP) is to ensure that the City of Los Angeles (City) has a reliable water supply and

WHEREAS in response to the Citys potable water supply challenges LADWP in 2008 prepared the Water Supply Action Plan titled Securing LAs Water Supply that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

WHEREAS LADWP entered into a 25-year agreement (adopted by the Board under Resolution No 91-0344) with the Los Angeles Department ofPublic Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) on June 3 1991 which allows WBMWD to purchase secondary effluent from the PW BOS Hyperion Treatment Plant (HTP) and in exchange LADWP is allowed to purchase 25000 AFY of tertiary treated Title 22 recycled water from WBMWD at an amount no greater than WBMWDs actual cost to produce and reconvey the recycled water back to LADWP and

WHEREAS WBMWD owns and operates the Juanita Millender-McDonald Carson Regional Water Recycling Plant (CRWRP) located in the City of Carson just north of the LADWP service area and

WHEREAS the Harbor Refineries Recycled Water Pipeline Project currently being constructed will provide the delivery method for recycled water in the Los Angeles Harbor Area to large industrial and irrigation customers and will include a point-of-connection at the Los Angeles City boundary with the City of Carson and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 39

WHEREAS to accomplish delivery of nitrified Title 22 recycled water to Los Angeles Harbor Area customers new treatment facilities need to be constructed at the CRWRP including expansion of the nitrification treatment facilities at the CRWRP as well as the construction of a pipeline in the City of Carson to a point-of-connection at the boundary to the City of Los Angeles and

WHEREAS PWBOS agrees to supply secondary effluent from the HTP to WBMWD and LADWP agrees to purchase tertiary treated disinfected nitrified Title 22 recycled water from WBMWDand

WHEREAS WBMWD has agreed to provide a reliable source of nitrified Title 22 recycled water to the Los Angeles Harbor Area and

WHEREAS the facilities being built by WBMWD and the dedicated current facilities owned by WBMWD to assist LADWP with supplying recycled water will benefit the citizens of Los Angeles for 30 years

NOW THEREFORE BE IT RESOLVED that the proposed Agreement approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP PWBOS and WBMWD be and the same is hereby approved and

BE IT FURTHER RESOLVED that the ChiefAccounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of the obligations arising under this Agreement

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Agreement No WR 10-1030 for and on behalf of LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee will recognize the funds paid to WBMWD to construct to expand and to dedicate WBMWDs assets so as to have the ability to serve LADWP shall be accounted for as a regulatory asset of the Water System that will be amortized over the life of the project which is 30 years

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 45 - Authorizes execution ofAmendment No 1 to Agreement with Los Angeles Public Works Bureau of Sanitation and West Basin Municipal Water District (Resolution No 91-0344) This Amendment supports the City of Los Angeles commitment to maximize the reuse ofwastewater effluent for beneficial reuse The term remain the same Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-201

WHEREAS in response to the City of Los Angeles (City) potable water supply challenges LADWP in 2008 prepared Securing LAs Water Supply a water supply action plan that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 40

WHEREAS LADWP has identified the potential for significant amounts of recycled water usage for industrial purposes in the Los Angeles Harbor Area (Harbor Area) and

WHEREAS there is an existing agreement adopted by the Board under Resolution No 91-0344 (Agreement) among and between LADWP the Los Angeles Department of Public Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) that allows for the conveyance ofsecondary effluent produced at the PWBOS Hyperion Wastewater Treatment Plant (HTP) to the WBMWD Edward C Little Water Recycling Plant (ECL) in EI Segundo California for tertiary treatment and subsequent beneficial reuse and

WHEREAS to provide recycled water to the Harbor Area and to adjacent areas Amendment No 1 to Agreement (Amendment) is necessary to increase WBMWDs secondary effluent wastewater conveyance capability by expanding their existing pump station located at the HTP to a planned ultimate capacity of 70 million gallons per day (MGD) to convey secondary effluent from HTP to ECL and

WHEREAS the PWBOS has the resources and technical expertise to perform wastewater source control pollution prevention and the public outreach activities necessary to comply with all required recycled water regulatory requirements imposed by the State of California Department of Public Health and California Regional Water Quality Control Board and

WHEREAS designating PWBOS as the responsible agency to perform source control will ensure compliance with National Pollution Discharge Elimination Systems permit requirements for which PWBOS will be reimbursed by WBMWD

NOW THEREFORE BE IT RESOLVED that the proposed Amendment approved as to form and legality by the City Attorney and filed with the Secretary of the Board to increase secondary effluent wastewater conveyance and to designate PWBOS as the agency responsible for wastewater source control is hereby approved

BE IT FURTHER RESOLVED that the President or Vice President of this Board the General Manager or such person as the General Manager shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of the Board are hereby authorized empowered and directed to execute said Amendment for and on behalfof LADWP

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 46 - A written recommendation was received from the Personnel Relations Committee that the Board approve their report relative to Grievance No B-074-09 filed by Mr James R Cole

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 41

The following items were presented by the Secretary and ordered filed

ITEM NO 47-A - A report from the Interim Chief Financial Officer showing receipts disbursements and cash balances of the Water and Power Revenue Funds for the month ending December 312010 as follows

REVENUE FUNDS (in thousands)

WATER POWER Beginning Balance December 1 2010 $ 281806 $ 688330

ADD Customer Collections 110560 297326 DWP Interfund Transfers 89106 29923 IPP Subordinated Notes 11343 Other City Departments 6040

Total Receipts $ 199931 $ 344632

LESS Payments to Vendors 62276 237418 Bond Redemption and Interest 57863 124941 Payrolls 23817 52513 SewerlUtility Taxes 38316 49427 DWP Interfund Transfers 36036 42291 Other City Departments 8377 Total Disbursements $ 218321 j 514~967

Ending Balance December 31 2010 $ 263416 $ 517995

ITEM NO 47-B - Monthly report ofactivities for the following units

bull Water System (December 2010)

bull Power System (November 2010)

bull Financial Services Organization (November 2010IDecember 2010)

ITEM NO 47-C - Reports for informational purposes

bull Quarterly Status Report on Water Quality Regulatory Compliance Projects

bull Investment Report Quarter Ending September 30 2010

bull Legislative and Regulatory Update

THE BOARD shall recess to closed session for a conference with legal counsel regarding

A Existing litigation in the following matter

1 Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

----~--~~~~~~-~-~~~~-~~- ~~ --------=~=~-~--- --=~~------~-==~~~~~~~==----===

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 42

2 City of Los Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

B Anticipated litigation in the following matters

1 Discussion regarding initiation of litigation (1 case) pursuant to Subdivision (c) of Section 549569 of the California Government Code

2 Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

MEETING RECESSED at 1240 pm

MEETING RECONVENED at 1250 pm

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 lO22 AM Page 43

Los Angeles California February 12011

MINUTES OF CLOSED SESSION OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

HELD IN ROOM 1555-H FEBRUARY 12011

1250 PM

Meeting called to order by President Thomas S Sayles and roll called

Present Commissioners President Sayles Eric Holoman Christina E Noonan Jonathan Parfrey

Absent None

A quorum present

In attendance were the following

Ronald O Nichols General Manager Martin L Adams Director of Water Operations Oscar Alvarez Electrical Engineer Aram H Benyamin Senior Assistant General Manager - Power System Joseph Brajevich Assistant General Counsel Water and Power Dirk Broersma Assistant City Attorney Richard M Brown General Counsel Water and Power Priscila Castillo Deputy City Attorney Michael A Coia Executive Director ofPower System Operations and Maintenance Lonnie Eldridge Deputy City Attorney James B McDaniel Senior Assistant General Manager - Water System Lorraine Paskett Senior Assistant General Manager - Sustainability Programs

and External Affairs Ann M Santilli Interim Chief Financial Officer Mark J Sedlacek Director of Environmental Affairs Kenneth Silver Electrical Service Manager Eskel H Solomon Assistant City Attorney Cecilia KT Weldon Chief Administrative Officer

Also in attendance

David Kim Mayors Office

A CLOSED SESSION was held for a conference with legal counsel regarding

Existing litigation in the following matters

ITEM NO 49 Al Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 44

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$14263507 to Allstate Insurance Company in full and complete settlement ofLADWP Claim Number 1026286

RESOLUTION NO 011-202

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Power Revenue Fund in the sum of $14263507 to be paid in the form ofa draft to Allstate Insurance Company Said payment is in full compromise and complete settlement ofLADWP Claim Number 1026286 which arose out of fire damage to personal and real property at 4333 Griffin Avenue Los Angeles California on September 25 2009 The City Attorney is hereby authorized to deliver said draft to Allstate Insurance Company andor the Law Office of Cuibreth amp Schroeder LLR upon receipt of a properly executed Full Release of All Claims and Request for Dismissal

Seconded by President Sayles and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Anticipated litigation in the following matter

ITEM NO 49 B2 (1st case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$5935695 to Landmark Property Management Group LLC in full compromise and complete settlement ofLADWP Claim Number 1027520

RESOLUTION NO 011-203

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $5935695 to be paid as follows a draft in the amount of $5935695 payable to Landmark Property Management Group LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1027520 which arose out of damage done to the structure known as the Santa Fe Loft Apartments at 121 East Sixth Street Los Angeles on August 5 2010 as the result of a Water System water main break The City Attorney is hereby authorized to deliver said draft to Landmark Property Management Group LLC upon receipt ofa properly executed Full Release of All Claims and Request for Dismissal

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 45

Anticipated litigation in the following matter

ITEM NO 49 B2 (20d case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(l) of Section 549569 of the California Government Code

Discussion held action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$8000000 to National Subrogation Services in full compromise and complete settlement ofLADWP Claim Number 1025898-19

RESOLUTION NO 011-204

BE IT RESOLVED by the Board ofWater and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $8000000 to be paid as follows a draft in the amount of $8000000 payable to National Subrogation Services LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1025898-19 which arose out of damage to the business known as Canyon Beachwear located at 13035 Ventura Boulevard Studio City on September 52009 The City Attorney is hereby authorized to deliver said draft to National Subrogation Services LLC upon receipt of a properly executed Full Release ofAll Claims and Request for Dismissal

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Existing litigation in the following matter

ITEM NO 49 A2 - City ofLos Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

Discussion held - no action taken

Anticipated litigation in the following matter

ITEM NO 49 B2 (3rd case) - Discussion regarding significant exposure to litigation (3 caSes) pursuant to Subdivision (b )(1) of Section 549569 of the California Government Code

Discussion held - action taken but not a final action that was reportable

Anticipated litigation in the following matter

ITEM NO 49 Bl- Discussion regarding initiation oflitigation (l case) pursuant to subdivision (c) of Section 549569 of the California Government Code

Discussion held - no action taken

===~ c=o~--~~~=--=-=---middot---=~~~~~~==-~~~~===~--==-=-=--========

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 46

COMMISSIONER NOONAN moved the meeting be adjourned

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Meeting adjourned at 1 30 pm

An announcement was made in the Board Room regarding adoption ofthree resolutions one pertaining to the settlement of Los Angeles Superior Court Case Number BC448561 and two pertaining to the settlement ofLADWP Claim Number 1027520 and LADWP Claim Number 1025898-19

SIGNED

~AtrufL~~ SECRETARY

ATTEST

vs~ PRES~T

Page 5: Los Angeles, California, February 1,2011 WATER AND POWER

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 5

NOW THEREFORE BE IT RESOLVED that McFarland Cascade Holdings Inc is awarded the contract for a total amount not to exceed $828056400 for a term ofone year with two one-year optional years under Specification No 249 approved as form and legality by the City Attorney and on file with the Secretary of the Board

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

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Power Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 249 and this resolution

ITEM NO 13 - Authorizes award of Specification No 267 to Furnish and Deliver General Office Supplies and Products to Office Depot for a cooperative purchase with the City of Los Angeles Department of General Services Contract No 59239 for a total amount not to exceed $3999999 for a term of one year with two optional one-year periods Submitted by Chief Operating Officer and Chief Administrative Officer

RESOLUTION NO 19360

WHEREAS Office Depot Business Services Division (Office Depot) was awarded Contract No 59239 with the City of Los Angeles (City) for General Office SuppliesIProducts and

WHEREAS the Los Angeles Department ofWater and Power (LADWP) desires to contract for General Office SupplieslProducts and

WHEREAS Section 1 015( a)8 of the City of Los Angeles Administrative Code allows for the utilization of other governmental contracts through Cooperative Purchasing Agreements and

WHEREAS LADWP seeks to award a cooperative purchase on City Contract No 59239 with Office Depot through Specification No 267 for a total amount not to exceed $399999900 for a period of one year and two one-year optional periods commencing upon execution by all parties

NOW THEREFORE BE IT RESOLVED that Specification No 267 is 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 President or 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 of the Board be and they are hereby authorized and directed to execute said contract for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water and Power Revenue Funds in accordance with the terms of this cooperative contract with Office Depot Inc

ITEM NO 14 - Authorizes award of Specification No 7283 for the Construction ofThree Artesian Wells for the 1600 Acre-Feet Memorandum ofUnderstanding Project to Best Drilling and Pump Inc for a total amount not to exceed $471086 for a one-time spot purchase Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Water System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 6

RESOLUTION NO 19361

WHEREAS Best Drilling and Pump Inc is the lowest bidder under Specification No 7283 for construction of three Artesian Wells for the 1600 acre-feet Memorandum ofUnderstanding Project and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Water System recommends award of this contract and

WHEREAS LADWPs Water System is requesting a 15 percent contingency due to unforeseen and changed field conditions which may include unknown subsurface conditions unstable soils provisions for environmental restrictions and mitigations and restrictions imposed by other agencies

NOW THEREFORE BE IT RESOLVED that pursuant to City Charter Section 1022 the Board finds that it is more feasible to have the work performed by outside services because the work proposed in the contract requires knowledge skills and professional expertise that are not currently available in LADWP

NOW THEREFORE BE IT RESOLVED that Best Drilling and Pump Inc is awarded the contract for a total amount not to exceed $47108600 which includes a 15 percent contingency for a one-time spot purchase under Specification No 7283 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms of these contracts awarded pursuant to Specification No 7283 and this resolution

BE IT FURTHER RESOLVED that the President or 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 of the Board be and they are hereby authorized and directed to execute said contracts for and on behalfLADWP

ITEM NO 15 - Authorizes award ofCooperative Purchase Agreement No47001 for Flame Retardant Clothing and Program Management Services to Program Management International Inc for a cooperative purchase with Sacramento Municipal Utility District Contract No 4500057047 for a total amount not to exceed $3783950 Contract expires November 162011 Submitted by Chief Operating Officer Senior Assistant General Manager - Power System and Chief Administrative Officer

RESOLUTION NO 011-175

WHEREAS Program Management International was awarded Contract No 4500057047 with the Sacramento Municipal Utility District (SMUD) for Flame Retardant (FR) Clothing and Program Management Services and

WHEREAS the Los Angeles Department of Water and Power (LADWP) desires to contract for FR Clothing and Program Management Services and

WHEREAS Section 371 (e)(8) ofthe City Charter allows for the utilization ofother governmental contracts through Cooperative Purchasing Agreements and

WHEREAS LADWP seeks to award a cooperative purchase on SMUD Contract No 4500057047 with Program Management International Inc through Agreement No 47001 in an amount not to exceed $3783950 commencing upon execution by all parties and with an expiration date to be coterminous with the expiration of SMUD Contract No 4500057047 which expires November 162011

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 7

NOW THEREFORE BE IT RESOLVED that Agreement No 47001 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Program Management International Inc be and the same is hereby approved

BE IT FURTHER RESOLVED that pursuant to Los Angeles City Charter Section 1022 such services covered by this Agreement require specialized and unique expertise and can be performed more feasibly by an independent contractor than by City employees

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 accordance with the terms of this cooperative contract with Program Management International Inc

BE IT FURTHER RESOLVED that the President or Vice President or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or Acting Secretary of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalf of the LADWP

ITEM NO 16 - Authorizes execution of Agreement No 47996 with RRM Design Group to provide architectural and engineering design consultant services for a pre-engineered office and maintenance building for Harbor Generating Station The total amount of this agreement is not to exceed $261467 for a term of two years with a one-year option to renew Submitted by Chief Operating Officer and Senior Assistant General Manager Power System

RESOLUTION NO 011-176

WHEREAS LADWP is required to provide needed office space and to consolidate maintenance and repair operations at the Harbor Generating Station as agreed in a JointlLabor Management meeting and

WHEREAS on May 122010 LADWP released a Request for Proposal RFP 297-10 seeking proposals from qualified and experienced firms to provide architectural and engineering design consultant services for a pre-engineered office and maintenance building for the Harbor Generating Station and six (6) proposals were received in response to the RFP and

WHEREAS LADWP evaluated the six proposals submitted in response to the RFP and based on the evaluation criteria and interviews RRM Design Group was selected as being the best qualified firm and

WHEREAS RRM Design Group has reviewed the services to be provided in accordance with Agreement No 47996 and represents that they have the qualifications expertise skills and abilities to perform such services and

WHEREAS LADWP proposes to enter into Agreement No 47996 with RRM Design Group for design services for a pre-engineered office and maintenance building for two (2) years with a one-year renewal option for a total contract amount not to exceed $261467 which includes a contingency of$12450

NOW THEREFORE BE IT RESOLVED that Agreement No 47996 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between the Department of Water and Power of the City of Los Angeles (LADWP) and RRM Design Group be and the same is hereby approved

BE IT FURTHER RESOLVED that pursuant to Charter Section 1022 such services covered by this Agreement are for expert design services with an emphasis on Leadership in Energy and Environmental Design (LEED) requirements which requires knowledge and skills that are not available within the Department

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 8

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment ofthe obligations arising under this Agreement

BE IT FURTHER RESOLVED that the President or Vice President 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 of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalf ofLADWP

ITEM NO 17 - Authorizes execution of Amendment No1 to Agreement No 47961 with KEMA Inc for an additional increase of $4500000 and Agreement No 47963 with Capgemini for an additional increase of $1500000 to hire design experts for LADWPs Department of Energy American Recovery and Reinvestment Act Awarded Smart Grid Demonstration Program The Amendment increases the term of both contracts by six months Submitted by Chief Operating Officer Senior Assistant General Manager Power System and ChiefAdministrative Officer

RESOLUTION NO 011-177

WHEREAS Los Angeles Department of Water and Power (LADWP) entered into Agreement No 47961 with KEMA Inc (KEMA) and Agreement No 47963 with Capgemini America Inc (Capgemini) both on or about June 12010 and

WHEREAS LADWP proposes to increase the limit of the KEMA Agreement by $4500000 from $3300000 with a total not-to-exceed limit of $7800000 and increase the limit of the Capgemini Agreement by $1500000 from $2200000 with a total not-to-exceed limit of $3700000 and increase the term of both the KEMA Agreement and the Capgemini Agreement from thirty (30) to thirty-six (36) months

NOW THEREFORE BE IT RESOLVED that Amendment No1 to Agreement No 47961 between LADWP and KEMA and Amendment No1 to Agreement No 47963 between LADWP and Capgemini (collectively the Amendments) each approved as to form and legality by the City Attorney and filed with the Secretary of the Board be and the same are hereby approved

BE IT FURTHER RESOLVED that pursuant to City Charter Section 1022 the Board finds that the services in the Amendments can be performed more feasibly by independent contractors than by LADWP or City employees

BE IT FURTHER RESOLVED that the Board finds that pursuant to City Charter Section 371 (e)(2) that utilizing a competitive process for the Amendments would not be practicable because the Amendments consist of professional and expert services of a temporary and occasional character and because of time constraints under the Department of Energy Smart Grid Grant

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 Acting Secretary of the Board be and they are hereby authorized empowered and directed to execute the Amendments

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 Agreements and the Amendments

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 9

ITEM NO 18 - Authorizes Renewal ofAgreement No 47722-8 with Bentley Systems Incorporated to provide Maintenance Services for Bentley Software License and Maintenance The total amount not to exceed $350000 for the one year renewal for the fourth year Submitted by Chief Operating Officer Senior Assistant General Manager Power System and Chief Administrative Officer

RESOLUTION NO 011-178

WHEREAS the Los Angeles Department of Water and Power (LADWP) Board of Commissioners (Board) requires a sole source Agreement with Bentley Systems Inc (Bentley) to provide maintenance services for the Microstation Software (Microstation) and all other Bentley software tools to maintain enhance and provide proprietary products and services including software maintenance software upgrades technical support services training and renewal of licenses over a period of three (3) years with four (4) one-year renewable options for total expenditures not exceeding $3135716 and

WHEREAS the cost of services included into the one-year extension are not to exceed $350000 and

WHEREAS Bentley Software is part of the LADWPs Computer Aided Design System and is a pivotal component of operations and maintenance for electrical services to the citizens of the City ofLos Angeles (City) and

WHEREAS on the Board at its January 22 2008 meeting passed a resolution that any exercise of any renewal options be approved by the Board prior to its execution and

WHEREAS staff respectfully request that this Board reconsider the previous Boards action and to now simply delegate the authority to exercise the renewal options to the General Manager for the remaining three (3) option years of this agreement at one-year intervals not to exceed a total of$I155000 to stay consistent with other similar software maintenance contracts renewal practice

NOW THEREFORE BE IT RESOLVED that the Board approves the one-year renewal of Agreement No 47722-8 not to exceed $350000 for the fourth year approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between the LADWP and Bentley to provide proprietary professional expert and technical services licensing and software maintenance for Bentley software in the Power System and

BE IT FURTHER RESOLVED that pursuant to Section 1022 of the City Charter the Board finds that such services can be performed more economically or feasibly by independent contractors than by LADWP or City employees due to proprietary nature of the software provided and

BE IT FURTHER RESOLVED that the President or Vice President of the Board the General Manager or such person as the General Manager shall designate in writing and the Secretary the Assistant Secretary or Acting Secretary of the Board are hereby authorized and directed to execute Agreement No 47722-8 for and on behalf of the LADWP and

BE IT FURTHER RESOLVED the Board delegates to the General Manager the authority exercise the remaining three (3) renewal option years of this agreement at one year intervals and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of LADWP upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under said Agreement

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 10

ITEM NO 19 - Recommends approval ofPower Purchase Agreement with PacifiCorp and the City ofLos Angeles DWP No BP 10-011 to purchase wholesale energy and provide station power to Magnum Holdings LLC The estimated revenue for LADWP is $105850 for a term ofthree years Submitted by Chief Operating Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 011-179

WHEREAS PacifiCorp which provides retail electric service in the State ofUtah desires to purchase wholesale energy from the Los Angeles Department of Water and Power (LADWP) and

WHEREAS PacifiCorp (dba Rocky Mountain Power) provides retail electric service under the supervision of the Utah Power Service Commission within its franchised service territories in the State of Utah and

WHEREAS PacifiCorp desires to use the Wholesale Electric Service purchase from LADWP to provide electric service to a retail customer and

WHEREAS PacifiCorp and LADWP desire to enter into an Agreement pertaining to the purchase and sale ofwholesale electric service and

WHEREAS the term of the Agreement shall take effect on the date PacifiCorp provides written notice to LADWP that it has received all regulatory approvals necessary to provide retail electric service to the retail customer described in the Agreement for a term of three years

NOW THEREFORE BE IT RESOLVED that the Power Purchase Agreement (Agreement) DWP No BP 10-011 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and PacifiCorp is hereby approved

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund over the term of the Agreement in payment of the obligations incurred if any

BE IT FURTHER RESOLVED that the President or the Vice President of this Board or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Agreement for and on behalf ofLADWP

ITEM NO 22 - Authorizes execution of Geothermal Lease Agreement No I LADWP No BP 10-010 with the Southern California Public Power Authority for consideration with the modifications including an increase acreage from 2950 acres to 3110 acres and further clarification of Section 23 Council approval by ordinance is required Submitted by Chief Operating Officer and Senior Assistant General Manager Power System

RESOLUTION NO 011-180

WHEREAS the Board of Water and Power Commissioners (Board) conditionally approved Geothermal Lease Agreement No1 LADWP No BP 09-028 Resolution No 010-100 on September 152009 subject to amending the MOU to include a provision to incorporate the Los Angeles Department of Water and Powers (LADWP) procurement policies and procedures for all contracts related to the Exploration Structure Due Diligence Effort and Exploratory work and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 11

WHEREAS the City Council disapproved the Boards action on September 152009 under Resolution No 010-100 authorizing the execution of a 35-year Geothermal Lease Agreement with the Southern California Public Power Authority (SCPP A) as referenced in Council File No 09-2517 because the City Administrative Office recommended a Fiscal Review and Assessment Summary of the cost analysis and potential impacts of the project and

WHEREAS LADWP resubmits Geothermal Lease Agreement No1 LADWP No BP 10-010 between LADWP and SCPPA for consideration with the modifications proposed by the Board and City Council and two additional changes including an increase acreage from 2960 acres to 3110 acres and further clarification ofsection 23

NOW THEREFORE BE IT RESOLVED that Geothermal Lease Agreement No1 LADWP Agreement No BP 10-010 approved as to form and legality by the City Attorney and filed with the Secretary of the Board is hereby approved subject to City Council approval

BE IT FURTHER RESOLVED that Resolution No 010-100 adopted by the Board on September 152009 providing for the conditional approval oflease agreement between LADWP and SCPPA LADWP No BP 09-028 for feasibility exploration and potential development ofLADWP-owned property is hereby rescinded

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person as the General Manager or Acting General Manager shall designate in writing is authorized empowered and directed to execute said Geothermal Lease Agreement No1 for and on behalfofLADWP

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person as the General Manager or Acting General Manager shall designate in writing is authorized empowered and directed to execute all necessary exhibits related to Geothermal Lease Agreement No1 as the case may be for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the ChiefAccounting Employee is authorized and directed upon proper certification to accept all revenue generated from Geothermal Lease Agreement No1 and to calculate and record any offsets or credits against such revenue which directly arises from any obligations owed by LADWP in connection with or related to said agreement

ITEM NO 23 - Authorizes the Revision to the Green Book Section 1B2aii Technical Appendix by including the Table 1B2-2 dated June 22 2010 Revision to the list ofwells exempted from linkage to vegetation sites and that are not subject to the automatic well turnshyoffprovisions of the Water Agreement Submitted by ChiefOperating Officer and Senior Assistant General Manager Water System

RESOLUTION NO 011-181

WHEREAS the Los Angeles Department ofWater and Power (LADWP) is a party to the Agreement between the County of Inyo and the City of Los Angeles and its Department of Water and Power on a Long Term Groundwater Management Plan for Owens Valley and nyo County (Water Agreement) and

WHEREAS the technical appendix to the Water Agreement is known as the Green Book and

WHEREAS the Water Agreement and Green Book include provisions for the automatic turnshyoff of groundwater production wells for the protection ofgroundwater dependent vegetation and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 12

WHEREAS the Inyo CountylLos Angeles Technical Group is empowered by the Water Agreement to exempt certain town supply wells irrigation supply wells fish hatchery wells enhancementmitigation project supply wells and other wells not affecting areas with groundwater dependent vegetation as exempt from the automatic turn-off provisions of the Water Agreement and Green Book and

WHEREAS from time to time since the Water Agreement was signed the Inyo County Los Angeles Technical Group has exercised its authority to exempt wells for the aforementioned reasons and

WHEREAS the list of exempt wells currently included in Green Book Section IB2aii does not accurately reflect all of the wells exempted by the Inyo CountylLos Angeles Technical Group and

WHEREAS for the purpose of revising the list of exempt wells in Green Book Section LB2aii the Inyo CountylLos Angeles Technical Group has prepared the attached Table IB2-2 dated June 22 2010 which accurately reflects the current listing of wells permanently exempted by the Technical Group from the automatic turn-off provision of the Water Agreement and

WHEREAS Section XXV ofthe Water Agreement requires the agreement ofLADWP and the Inyo County Board of Supervisors in order to modify the Green Book

NOW THEREFORE BE IT RESOLVED that the Board ofWater and Power Commissioners agrees to modify the Green Book by including the attached Table IB2-2 dated June 22 2010 in Green Book Section LB2aii

BE IT FURTHER RESOLVED a statement affirming that a complete listing of exempt wells is contained in the June 22 2010 Table IB2-2 will be added to Green Book Section LB2aii

ITEM NO 24 - Authorizes submission of Grant Application to the United States Department of the Interior Bureau ofReclamations WaterSMART Water and Energy Efficiency Grants for Fiscal Year 2011 The application is $1000000 for the CommerciallIndustrial Drought Resistant Landscape Incentive Program Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-182

WHEREAS the United States Department of the Interior Bureau of Reclamation (BOR) has approximately $27 million in funding available for the WaterSMART Water and Energy Efficiency Grants for Fiscal Year 2011 which assists irrigation and water districts United States Territories States in the West and other local entities with water delivery authority in leveraging their money and resources by cost sharing with BOR on projects that save water improve energy efficiency address endangered species and other environmental issues and facilitate transfers to new uses and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Commercial Industrial Landscape Drought Resistant Landscape Incentive Program (CI Landscape Program) conserves water by providing incentives to commercial industrial and multi-family customers to replace turf with California-friendly drought-resistant plants and low-volume irrigation and

WHEREAS CI Landscape Program contributes to a sustainable water supply for Los Angeles and

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REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 13

WHEREAS by reducing the amount of replacement water imported from other sources including the Sacramento-San Joaquin Delta the CI Landscape Program reduces the amount of energy used to convey water to users in Los Angeles

WHEREAS the CI Landscape Program has converted 1868119 square feet of turf saving 46535174 gallons ofwater (14281 AF) per year to date

WHEREAS LADWP desires to apply for grant funding in order to expand the CI Landscape Program as detailed in the funding plan and schedule in the application and

WHEREAS the BOR requires approval ofan agencys governing body for each grant funding application

NOW THEREFORE BE IT RESOLVED that an application be made to the BOR for a Water and Energy Efficiency Grant The LADWP is hereby authorized to enter into an agreement to receive a grant for the Project

BE IT FURTHER RESOLVED that the Board of Water and Power Commissioners designates the Senior Assistant General Manager - Water System or his designee (registered engineers) to prepare all necessary data file such application and enter into a grant funding agreement with the BOR and hereby authorizes the Director of Water Resources or his designee (registered engineers) to approve Claims for Reimbursement and to sign performance reports required by a grant funding agreement

ITEM NO 25 - Authorizes LADWPs General Manager to Execute Agreement No R 04310 with the California State Lands Commission (CSLC) allowing LADWP to reimburse reasonable costs incurred by CSLC for application processing and enviromnental documentation associated with the preparation ofa Master Plan for the Owens Lakebed Total costs to LADWP is estimated to be $1003084 with a term of three years Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-183

WHEREAS in March 2010 the Los Angeles Department ofWater and Power (LADWP) initiated a broad collaborative project with diverse interest groups to develop a Master Plan for the Owens Lakebed and

WHEREAS the Master Plan will focus on dust mitigation water efficiency methods habitat and wildlife and potential renewable energy development and

WHEREAS LADWP as part of construction of the Owens Lake Dust Mitigation Program has implemented dust mitigation measures and constructed facilities on certain portions of Owens Lakebed on sections of State land under the jurisdiction of the California State Lands Commission (CSLC) and

WHEREAS CSLC who owns over ninety percent of the Owens Lakebed is a key interest group participating in the development of the Master Plan and has approval authority over the plan and

WHEREAS under Agreement No R 04310 between CSLC and LADWP CSLC has estimated the total cost in processing the application and preparation of enviromnental documents for the Master Plan to be $835903 and the duration is from April 12010 through March 30 2013 with CSLCs cost of construction compliance and mitigation monitoring to be determined as the project progresses and

WHEREAS LADWP is requesting a 20-percent contingency fund to cover the anticipated construction compliance and mitigation monitoring costs bringing the total authorized fund to $1003084 and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 14

WHEREAS Agreement No R 04310 would allow LADWP to reimburse reasonable costs incurred by CSLC for application processing environmental documentation and construction compliance and mitigation monitoring associated with the preparation ofa Master Plan for Owens Lakebed

NOW THEREFORE BE IT RESOLVED that Agreement No R 04310 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between the Department of Water and Power of the City ofLos Angeles and California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of costs of the California State Lands Commission as stipulated under Agreement No R 04310 up to the total amount of $1003084 and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratifY and execute said Agreement No R 043101 for and on behalf of the LADWP

ITEM NO 27 - Authorizes execution of Memorandum ofAgreement with the Los Angeles Department ofPublic Works Bureau of Sanitation the Los Angeles Department ofPublic Works Bureau of Street Services and The River Project to develop and construct the Woodman Avenue Multi-Beneficial Stormwater Capture Project The total project cost estimate is $3396750 ofwhich LADWP is contributing $1200000 for project funding and $150000 for Grant administration Construction completion is scheduled for November 2012 Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-184

WHEREAS the City ofLos Angeles (City) possesses the right to the surface waters of the Los Angeles River its tributaries and the native groundwater ofthe San Fernando Basin in accordance with the California Superior Courts Judgment dated January 26 1979 in The City oLos Angeles vs City oSan Fernando et al Case No 650079 and

WHEREAS local groundwater has historically comprised approximately 15 percent of the Citys water supply which is partially dependent upon replenishment from stormwater flows and

WHEREAS LADWP desires to optimize the use oflocal water resources including stormwater and groundwater to reduce the Citys dependence on imported water supplies and

WHEREAS LADWP is committed to pursuing opportunities to maximize groundwater recharge to sustain and augment the long-term reliability of the Citys groundwater supply in the San Fernando Basin and

WHEREAS LABOS is a bureau of the municipally owned Los Angeles Department ofPublic Works responsible for collecting cleaning and recycling solid and liquid waste including stormwater and urban runoff and

WHEREAS LABSS is a bureau of the municipally owned Los Angeles Department ofPublic Works responsible for street and alley construction and maintenance and

WHEREAS TRP is a non-profit 501(c)(3) organization dedicated to watershed protection conservation and enhancement in Los Angeles County TRP authored the TujungaJPacoima Watershed Plan and has extensive experience studying the Tujunga Watershed and its comprehensive environments and

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WHEREAS LADWP LABOS and TRP are committed to pursuing opportunities to enhance water conservation stormwater capture improve water quality and increase open space and

WHEREAS LADWP LABOS and TRP have jointly identified Woodman Avenue located in the San Fernando Valley as a unique opportunity to capture treat and infiltrate a significant volume ofstormwater runoff on an annual basis and

WHEREAS LADWP LABOS LABSS and TRP wish to enter into the proposed Memorandum of Agreement (MOA) to develop and construct the Woodman Avenue Multishybeneficial Stormwater Capture Project (Project) and

WHEREAS the Project will result in the capture treatment and infiltration ofan estimated 80 acre-feet of stormwater per year and

WHEREAS the estimated Project costs are $3396750 and

WHEREAS LADWP in partnership with LABOS and TRP was awarded $1646750 by the 2008 CALFED Watershed Grant Program for the Project and

WHEREAS LABOS has agreed to fund the project management engineering design and construction management of up to a maximum of $400000 and

WHEREAS LADWP has agreed to provide up to $1200000 for construction and $150000 for staff support and

NOW THEREFORE BE IT RESOLVED that the proposed MOA between and among LADWP LABOS LABSS and The River Project (TRP) for the Woodman Avenue Multishybeneficial Stormwater Capture Project (Project) approved as to form and legality by the City Attorney and filed with the Secretary of the Board be and the same is hereby approved and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in the amount of $1 200000 for the construction work proposed under this MOA that has been budgeted under Fiscal Year 2011-12

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Memorandum of Agreement for and on behalf of LADWP

ITEM NO 28 - Adopts the Initial Study and Mitigated Negative Declaration for the Woodman Avenue Multi-Beneficial Stormwater Capture Pilot Project approving the Project and authorizing its construction The cost ofthis project is estimated to be $3396750 with an estimated duration of four years Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-185

WHEREAS the City ofLos Angeles Department of Water and Powers (LADWP) Watershed Management Group and the City of Los Angeles Bureau of Sanitations (LABOS) Watershed Protection Division in partnership with the non-profit group The River Project have identified Woodman Avenue located in the San Fernando Valley as a unique opportunity to capture treat and infiltrate a significant volume of stormwater runoff on an annual basis and

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WHEREAS LADWP proposes to implement the Woodman Avenue Multi-Beneficial Stonnwater Capture Pilot Project (Project) to help recharge the groundwater table improve water quality and alleviate local flooding along the 7700 block ofWoodman Avenue and

WHEREAS LADWP prepared an Initial StudylNegative Declaration (ISIMND) for the proposed Project and circulated this document for public review from December l3 2010 to January 142011 and

WHEREAS a Notice of Intent to Adopt an MND was published in the Los Angeles Times and mailed to interested persons and agencies

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners of the City ofLos Angeles (Board) recognizes that a study was made ofthe potential environmental effects of the proposed Project including its construction and operation This study is embodied in the ISMND on file with the Secretary of this Board and is incorporated in this Resolution and made a part hereof

BE IT FURTHER RESOLVED that the Board recognizes the ISMND identifies the following impacts that are potentially significant unless mitigation is incorporated and proposes the following mitigation measures and a program for implementation and monitoring

Potential Mitigation Recommended Mitigation PeriodMethod Implementation Impact Measure of Implementation Monitor

No

Cultural Resources I Itispossibletl1at CUL-I Should archaeological or paleontological During constructio Project

subsurface resources be encountered during earth- Construction archaeological or moving activities (Le grading and Manager will be paleontological resource excavation) a qualified archaeologist ando responsible for may be present within paleontologist shall be retained and shall implementation the project area implement procedures for temporarily andLADWP

halting or redirecting work to permit the Environmental sampling identification and evaluation of Services will the resources as appropriate Ifthe provide resources are found to be significant the compliance archaeologist andor paleontologist shall oversight determine appropriate actions in cooperation with the City of Los Angeles shyfor preservation andor data recovery If human remains are discovered the Los Angeles County Coroner shall be contacted the area of the find shall be protected and provisions of State CEQA Guidelines Section 150645 shall be followed

Hazards and Hazardous Materials Temporary lane closures HAZ-I A Traffic Control Plan will be prepared and Prior to and during Project and other public right-of will include notification ofsurrounding construction Construction way construction emergency service providers including the Manager will be activities could impair adjacent Kaiser Permanente Medical Center responsible for implementation of or As part of the plan emergency service implementation physically interfere with providers will be notified prior to andLADWP an adopted emergency construction and provided information Environmental response plan regarding lane closures construction Services will

schedule driveway blockages etc A plan t( provide maintain or accommodate essential compliance emergency access routes eg plating over oversight excavations use of detours etc will be developed and implemented

Noise Constructive activity NOI-l Project specifications shall restrict Prior to and during Project could result in temporaI) construction to normal work days and hours construction Construction exposure of persons to (as per LAMC Section 4110) and shall Manager will be excessive noise and require the construction contractor to responsible for vibration develop and implement a Noise Mitigation implementation

Plan to include the use ofmuftlers shields andLADWP sound barriers andor other noise reduction Environmental devices or techniques as feasible during Services will operation ofconstruction equipment Two provide weeks prior to the onset of construction compliance

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of construction notification of the location timing and duration of the proposed construction shall be provided to adjacent residents and businesses (within a V mile radius from the project site) and Kaiser Permanente Panorama City

oversight

Transportation and Traffic Temporary lane closures TR-l and other public right-of way construction activities could affect vehicle traffic and other modes of transportation beyond acceptable levels

A Traffic Control Plan will be prepared and approved by the City prior to the beginning ofconstruction Emergency service providers (fire police and ambulance) and Kaiser Pemlanente Panorama City shall be notified prior to construction to communicate information regarding lane closures construction schedule driveway blockages etc and to develop a plan to maintain or accommodate essential emergency and patient access routes eg plating over excavations use of detours effect on existing bus stop etc

Prior to construction

Project Construction Manager will be responsible for implementation andLADWP Environmental Services will provide compliance oversight

BE IT FURTHER RESOLVED that this Board further fmds that with the implementation of the above mitigation measures potential impacts to cultural resources hazards and hazardous materials noise and transportation and traffic will be less than significant

BE IT FURTHER RESOLVED that this Board certifies that the ISIMND has been prepared in compliance with California Environmental Quality Act that it has reviewed and considered the information contained in the ISIMND and that the ISIMND reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board finds on the basis of the whole record before it including the IS that there is no substantial evidence that the Project will have a significant effect on the environment

BE ITFURTHER RESOLVED that this Board adopts the ISIMND and approves the Project

BE IT FURTHER RESOLVED that LADWP shall file a Notice ofDetermination with the Los Angeles City Clerk and the Los Angeles County Clerk within five working days after deciding to approve the Project

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of tIe record of proceedings for this project

ITEM NO 29 - Approves Addendum No 1 to the Mitigated Negative Declaration for the Geotechnical Investigation for the North Haiwee Dam No2 Project Further a Notice of Determination is authorized to be filed with the Inyo County Clerk Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-186

WHEREAS LADWP proposes to implement the Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS LADWP prepared an Initial StudylMitigated Negative Declaration (ISIMND SCH 2003091085) for a similar project at the same location in April 2004 titled Geotechnical Investigations at North Haiwee Dam Project and

WHEREAS the City of Los Angeles Board of Water and Power Commissioners (Board) adopted the ISIMND and approved the implementation of the Geotechnical Investigations at North Haiwee Dam Project on July 6 2004 and

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WHEREAS an Addendum which addresses the proposed modifications to the previously adopted ISIMND has been prepared titled Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS CEQA Guideline section 15164(b) allows a lead agency to prepare an addendum to an MND as follows

An addendum to an adopted negative declaration may be prepared ifonly minor technical changes or additions are necessary or none of the conditions described in Section 15162 calling for the preparation of a subsequent EIR or negative declaration have occurred

WHEREAS CEQA Guideline section15162 requires a subsequent negative declaration under the following circumstances

(a) When an EIR has been certified or a negative declaration adopted for a project no subsequent ErR shall be prepared for that project unless the lead agency determines on the basis of substantial evidence in the light of the whole record one or more of the following

(1) Substantial changes are proposed in the project which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects

(2) Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous ErR or Negative Declaration due to the involvement ofnew significant environmental effects or a substantial increase in the severity of previously identified significant effects or

(3) New information of substantial importance which was not known and could not have been known with the exercise ofreasonable diligence at the time the previous ErR was certified as complete or the Negative Declaration was adopted shows any of the following

A) The project will have one or more significant effects not discussed the previous EIR or negative declaration or

B) Significant effects previously examined will be substantially more severe than shown in the previous ErR or

C) Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project but the project proponents decline to adopt the mitigation measure or alternative or

D) Mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce one or more significant effects on the environment but the project proponents decline to adopt the mitigation measure or alternative

NOW THEREFORE BE IT RESOLVED that the City of Los Angeles Board of Water and Power Commissioners (Board) recognizes that a study of the proposed changes to the previously adopted ISIMND was made and the associated environmental effects assessed for the proposed Geotechnical Investigations for the North Haiwee Dam No2 Project This study is embodied in the Addendum on file with the Secretary ofthis Board This Board has reviewed and considered the information contained in such document which is incorporated in this Resolution and made a part hereof

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 19

BE IT FURTHER RESOLVED that this Board makes the following fIndings and determinations with respect to the proposed project

bull An Addendum was prepared which analyzed the potential environmental impacts associated with the construction and operation ofthe proposed project

bull As demonstrated in the environmental analysis of the currently proposed project modifIcations none of the conditions described in CEQA Guideline section 15162 calling for the preparation ofa subsequent EIR or negative declaration have occurred The proposed project modifIcations would not result in any additional signifIcant impacts nor would it increase the severity ofpreviously identifIed signifIcant impacts Therefore it can be concluded that pursuant to CEQA Guideline section 15164(b) the proposed project modifIcations are only minor technical changes or additions and as such an addendum to the 2004 MND for the Geotechnical Investigations at North Haiwee Dam Project may be prepared

Below is the proposed Mitigation Monitoring and Reporting Plan (MMRP) for the proposed Addendum This MMRP includes mitigation measures from the previously approved 2004 ISIMND as well as proposed changes to it in order to enhance its effectiveness Underline denotes a new measure while strikeout indicates a removed measure

Air Quality

bull The project specifIcations shall incorporate the applicable provisions of the Great Basin Valleys Air Pollution Control District Fugitive Dust Rule (Rule 401) provided below

A person shall take reasonable precautions to prevent visible particulate matter from being airborne under normal wind conditions beyond the property from which the emission originates Reasonable precautions include but are not limited to

1 Use where possible of water for control ofdust in trenching and boring operations

2 Application of water on dirt roads material stockpiles

3 Use ofwater chemicals chuting venting or other precautions to prevent particulate matter from being airborne in handling dusty materials to open stockpiles and mobile equipment and

4 Maintenance of roadways in a clean condition

bull The contractor shall discontinue construction activities during fIrst and second-stage smog alerts

Biological Resources

bull To compensate for the permanent loss ofhabitat LADWP will preserve Mohave ground squirrel habitat (Habitat Management Lands) at a 3 1 ratio at a location approved by CDFG Funding for the long-term management ofthe land preserved also is required LADWP and CDFG will negotiate the per-acre cost ofmanaging the lands to be preserved and fee title or conservation easement shall be granted to CDFG or other CDFG-approved non-profIt entity

Alternatively the preservation ofMohave ground squirrel habitat could be accomplished through elimination ofcattle grazing on lands owned by LlDWP in Jnyo County vvithin the geographic range ofMohave ground squirrel andor restomtion ofnative vegetation within the range and in habitat suitable for Mohave ground squirrel on LADWP public or state lands in Jnyo County In either case LADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 20

U~~~fer e title or a cOflservatiofl easemeflt oler the Habitat ManagemeBt Laads to ~rt~rms approved by the CDFG AlteFflatit-ely the traflsfer mad be to

another public entity or not profit corporation appro led by the CDFG d t) approed by the CDFG 1lfrer erms

bull A pre-construction environmental education program shall be conducted for all persons working on the project The education program shall include identification of sensitive biological resources on-site terms and conditions of the Incidental Take Permit and the California Endangered Species Act

bull Impacts to sanicle cyrnopterus shall be avoided where feasible through project redesigIl In particular Trench T 2 contains hve clusters of sanicle cyrnopterus If redesigIl of Trench T 2 to atOid impacts to sanicle cymopterus is not feasible a mitigation plan shall be negotiated with and approed by CDFG

bull Sanicle cymopterus populations near proposed geotechnical testing sites shall be flagged by a qualified biologist prior to testing activities and avoided by project personnel

bull A qualified biological monitor familiar with sanicle cymopterus shall be on-site during testing activities in the vicinity of this species

bull Project boundaries shall be clearly delineated prior to construction Existing roads shall be used to the greatest extent possible All project-related parking and equipment storage shall be confined to previously disturbed areas

bull A qualified biological monitor familiar with Mohave ground squirrel shall be on-site to monitor trenching and boring activities

bull Trash and food items shall be removed from the site daily and disposed ofproperly to avoid attracting ravens a common predator of the Mohave ground squirrel

bull Ramps shall be provided in trenches to allow animals to escape

bull All temporarily affected areas that were previously vegetated shall be restored with native plant species to accelerate recovery

bull During construction and at the completion of construction activities monthly and final compliance reports shall be provided to CDFG documenting the effectiveness of mitigation measures and the level of take associated with the project

bull Water from well-pump testing shall be discharged to the ground in Mohave ground squirrel habitat areas

bull Because project activities will disturb Mohave ground squirrel habitat in a recognized core area for the species land acquisition to compensate for habitat loss should focus on private or BLM disposal lands within the CosoOlancha core area ELM disposal lands west of the North Haiwee Dam (828 acres) are within the CosoOlancha core area and should be considered the top priority mitigation lands If land acquisition is not possible or proves difficult in CosoOlancha core area then land should be acquired in one ofthe following alternative areas (listed in order ofpreference)

1 In the Little Dixie Wash core area Kern County 2 In the corridor connecting the CosoOlancha core area and the Little Dixie Wash

core area 3 Adjacent to the CosoOlancha core area in Inyo County and 4 In the corridor connecting the Little Dixie Wash core area and the Edwards Air

Force Base Core Area in Kern County

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 21

bull An authorized biologist or monitor shall guide project equipment around active ground squirrel burrows to reduce the likelihood of taking individual Mohave ground squirrels and minimize habitat disturbances

bull If a live Mohave ground squirrel is unearthed during project activities the Authorized Biologist shall rescue the squirrel and if it is the squirrels active period release it at least 50 meters from project activities If it is the squirrels dormant period then the biologist should construct an artificial burrow at least 50 meters from project activities and place the squirrel in the artificial burrow

bull Individual Joshua trees shall be avoided to the greatest extent possible Compensation for impacts to Joshua tree woodland shall be negotiated with CDFG prior to groundshydisturbing activities

bull Compensation for impacts to Mohave riparian forest shall be negotiated with CDFG prior to ground-disturbing activities

In addition to ensure that project impacts to other special-status wildlife species and Jurisdictional Waters and Wetlands would be mitigated to less than significant the following additional mitigation measures are recommended

bull Conduct pre-construction protocol surveys for desert tortoise Pre-construction surveys should be conducted no more than 30 days prior to construction operations Standard protocol language includes Protocol surveys for desert tortoise will follow the guidelines for linear projects stipulated in the Pre-Project Field Survey Protocol for Potential Desert Tortoise Habitats (USFWS 2010) As stated in this guideline a 10 meter wide belt that transects with 100 percent coverage would be conducted in all habitats capable of supporting the desert tortoise within the project area Ifneither tortoises nor sign are encountered during the Action Area surveys three additional 10 meter belt transects at 200 meter intervals parallel to the project area will be surveyed Surveys for determination of presence or absence are restricted to the desert tortoises active period which is April through Mayor September through October and at temperatures below 40 degrees Celsius

bull Should a desert tortoise burrow be observed during pre-construction surveys and the end is not visible the burrow should be scoped for tortoise occupancy All unoccupied burrows should be collapsed Should a live desert tortoise be observed during preshyconstruction surveys above- or below ground desert tortoise fencing must be installed around project work areas excluding access roads Tortoise fencing will avoid occupied burrows iffound Fence installation will require two desert tortoise clearance surveys within the exclusion area prior to beginning construction operations Any tortoises found within the exclusion fence the exclusion fence will be re-designed to exclude the tortoise from the project work area No handling of tortoises is permitted

bull A biological monitor is recommended for the duration ofproject construction operations Should a tortoise be observed during construction operations project activities will temporarily cease in the immediate area and allow the tortoise to move on its own accord

bull In accordance with federal and California State Endangered Species Acts the contractor shall immediately report all observations of desert tortoise or any listed species to LADWP Environmental Services and take care not to take or harass the species A LADWP Environmental Service Representative will inform appropriate federal and State resource agency personnel of the sighting

bull Implement pre-construction surveys and construction monitoring to minimize impacts to badger

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bull For any construction activities scheduled to occur during the nesting season (typically February 15 to July 31) pre-construction surveys should be conducted to identify any nesting birds If active nests are identified determine whether proposed activities within 200 feet could cause found nests to fail

Cultural Resources

bull Trenching boring and well locations in areas outside ofpreviously surveyed areas such as T -7 (EDA W 2003b) require a pedestrian archaeological survey and ifapplicable a record search prior to construction activities All activities shall be located to avoid historic and archaeological resources

bull Trenching and boring locations shall be located to avoid known historic or archaeological resources-in particular the historic and cultural resources at Trenches T-4 and T-5 and the geotechnical borings in and around CA-INY-22435703 CA-INYshy4591H HD-CS-OOIH (now CA-INY-6574) HD-CS-005H CA-INY-6575 (formerly HD-CS-002H) CA-INY-6577 and CA-INY-6585 shall be flagged for avoIdance A qualified archaeologist shall be retained to assist with determining acceptable location parameters for these trenches and borings The archaeologist is authorized to delineate the loci of the existing resources at Trenches T -4 and T -5 by use ofsmall-shovel test pits

bull A qualified cultural resources monitor shall be on-site during ground-disturbing activities at the adjusted Trench T-4 and T-510cations and at the borings in and around known cultural resources The cultural resources monitor shall have the authority to halt or redirect construction ifnew significant cultural resources are found

BE IT FURTHER RESOLVED that this Board fmds that with the implementation of the above mitigation measures potential impacts to air quality biological resources and cultural resources will be less than significant

BE IT FURTHER RESOLVED that this Board has reviewed and considered the information as contained in the proposed Addendum and that the Addendum reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board adopts the Addendum requires implementation of the mitigation measures adopts the Mitigation Monitoring and Reporting Plan approves the Geotechnical Investigations for the North Haiwee Dam No2 Project and approves the payment for permit and mitigation costs associated with this project

BE IT FURTHER RESOLVED that LADWP shall file a Notice of Determination with the Inyo County Clerk that finds that this Board has adopted the Addendum for the project that the Board has required implementation of the mitigation measures for the project that the Board has adopted the Mitigation Monitoring and Reporting Plan for the project and that there is no substantial evidence in light of the whole record that the project may have a significant effect on the environment

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of the record of proceedings for this project

ITEM NO 30 - Recommends approval of the Grid Reliability Study dated December 31 2010 that is required per Section 3B3 of the Once-Through-Cooling Policy Upon approval LADWP will fmalize and submit the Study to the State Water Resources Control Board and the Statewide Advisory Committee on Cooling Water Intake Structures Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Power System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 23

RESOLUTION NO 011-187

WHEREAS the Los Angeles Department of Water and Power (LADWP) has an obligation to provide adequate and reliable electricity service to its customers in The City of Los Angeles and

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners approves the Grid Reliability Study (GRS) dated December 31 2010

BE IT FURTHER RESOLVED that LADWP may use this GRS for submission to any agency or entity requiring LADWP to submit a reliability study

ITEM NO 31- Authorizes execution of Amendment No1 to Short Form IRU-12 Lease Agreement (Agreement No FO-500-092007) with Fox Entertainment Group Inc to continue to provide the Indefeasible Right of Use of a certain component of the LADWPs fiber optic network between 10351 Santa Monica Boulevard Los Angeles and Building 101 10201 Pico Boulevard Los Angeles The term ofAgreement is amended to five yeats Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-188

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 subordinate agreement to Optical Fiber Lease Agreement No FO-293-042004 (Master Agreement) between the Department of Water and Power of the City of Los Angeles (LADWP) and Fox Entertainment Group Inc was approved by the General Manager and became effective on January 18 2008 grants to Fox Entertainment Group Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 has an initial term of three (3) years which expired on January 18 2011 and

WHEREAS both the LADWP and Fox Entertainment Group Inc desire to extend the term of Short Form IRU-12 Lease Agreement No FO-500-092007 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No I to Short Form IRU-12 Lease Agreement No FO-500-092007 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Fox Entertainment Group Inc be and the same is hereby approved and ratified

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 the Assistant Secretary or the Acting Secretary ofthe Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 for and on behalfofLADWP

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ITEM NO 32 - Authorizes execution ofAmendment No1 to Short Form IRU-08 Lease Agreement (Agreement No FO-609-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network between One Wilshire 4th Floor MMR or MDF Room 624 South Grand Avenue Los Angeles California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to five years Submitted by ChiefOperating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-189

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-0l2006 (Master Agreement) between the Department ofWater and Power of the City of Los Angeles (LADWP) and Sohonet Inc was authorized by Board Resolution No 010-213 on February 22010 grants Sohonet Inc the Indefeasible Right ofUse ofa certain component ofthe LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 has an initial term of one (1) year which is set to expire on February 16 2011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-08 Lease Agreement No FO-609-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-08 Lease Agreement No FO-609-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 for and on behalfofLADWP

ITEM NO 33 - Authorizes execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement (Agreement No FO-610-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse ofa certain component of the LADWPs fiber optic network between ADS 948 Cahuenga Boulevard Hollywood California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to two years Submitted by Chief Operating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-190

WHEREAS this Short Form IRU-09 Lease Agreement No FO-61O-1212009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-01l2006 (Master Agreement) between the Department of Water and Power ofthe City of Los Angeles (LADWP) and Sohonet Inc was approved by the General Manager and became effective on February 19 2010 grants Sohonet Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 25

WHEREAS this Short Form IRU-09 Lease Agreement No FO-61 0-122009 has an initial term ofone (1) year which is set to expire on February 192011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-09 Lease Agreement No FO-610-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU -09 Lease Agreement No FO-61 0-122009 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 for and on behalfofLADWP

ITEM NO 34 - Authorizes execution ofAmendment No 1 to Purchase Order 49019-1 (New Agreement No 47003) with Phimation Strategy Group for consulting services for change management efforts and training This Amendment increases contract amount by $235750 and extends the contract one year All other contract terms remain the same Submitted by Chief Operating Officer

RESOLUTION NO 011-191

WHEREAS the Los Angeles Department of Water and Power (hereinafter referred to as LADWP) and Phimation Strategy Group (hereinafter referred to as Consultant) entered into a contract wherein Consultant agreed to assist the General Managers Office (GM) to conduct change leadership training and culture change program and

WHEREAS effective September 13 2010 the LADWP and Consultant entered into Purchase Order Agreement No 49019-1 (which together with all amendments and supplements thereto hereinafter shall be referred to as the Agreement) and

WHEREAS the LADWP proposes to execute Amendment No1 to Purchase Order 49019-1 to extend the term through February 122012 and

WHEREAS the LADWP proposes to amend Purchase Order 49019-1 to increase the contract amount from $149000 to $384750 converting the General Manager Award to a Board Award (New Agreement No 47003) and

WHEREAS the amendment is necessary and proper to continue or complete certain activities authorized under the Agreement

NOW THEREFORE BE IT RESOLVED that the LADWP and Consultant agree to amend the Purchase Order Agreement No 49019-1 as follows

Make an administrative change in the Agreement number from 49019-1 to 47003 2 The term ofthe Agreement has been extended through February 122012 3 The total cost ofthe Agreement is increased by $235750 for a maximum expenditure

limit of $384750

1

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 26

4 Add Line Item 002 to read as follows Change Leadership Training and Culture Change Program - Additional Services as described in Service Definition All not-to-exceed $235750

5 Delete and replace terms under Page 2 Service Definition 6 Delete and replace terms described under Pages 2-3 Invoice and Payments 7 Delete terms under Pages 3-4 Itemized Expenses in its entirety 8 Delete and replace terms described under Page 9 Termination

BE IT FURTHER RESOLVED that pursuant to City Charter Section 371 (e)(2) the use of competitive bidding for this agreement is not practicable or advantageous because the work to be performed is of an expert professional temporary and occasional character

BE IT FURTHER RESOLVED the Board finds in accordance with Charter 1022 of the Los Angeles City Charter that the services to be performed under this contract can be more economically and feasibly performed by an independent contractor than by City employees

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under this Agreement and

BE IT FURTHER RESOLVED that the President or 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 of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalfofLADWP

ITEM NO 35 - Awards Amendment No2 to Contract No 969 to Furnish and Deliver Tires and Tubes to TCI Tire Centers LLC for a cooperative purchase with City ofLos Angeles Department of General Services Division Contract No 58289 The amendment will increase the second optional period by $1012595 All other contract tenns shall remain the same Submitted by Chief Operating Officer and Chief Administrative Officer

RESOLUTION NO 19362

WHEREAS TCI Tire Centers LLC was awarded Contract No 969 a cooperative purchase to City ofLos Angeles Department of General Services Division Contract 58289 for furnishing and delivering of tires and tubes and

WHEREAS the Los Angeles Department of Water Power (LADWP) utilizes Contract No 969 to provide routine maintenance to LADWPs motor pool and

WHEREAS LADWPs Joint System recommends Amendment No2 to Contract No 969 with TCI Tire Centers LLC to increase the second optional period by $101259500 to $180000000 and

WHEREAS Contract No 969 is coterminous with the City ofLos Angeles Contract No 58289 which expires on May 31 2011 No additional time is needed

NOW THEREFORE BE IT RESOLVED that Amendment No2 to Contract No 969 is approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee is hereby authorized and directed to draw demands upon the Water and Power Revenue Funds in accordance with the terms of this amendment awarded pursuant to Contract No 969 and this resolution

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 27

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 themiddot Acting Secretary of the Board are hereby authorized and directed to execute said contract for and on behalf ofLADWP

ITEM NO 36 - Authorizes execution ofa Purchase and Sale Agreement ofReal Property at 12655 Garber Street Pacoima California for the Water Systems Garber Street Recycled Water Tank Project for the purchase price of$350000 plus closing and incidental expenses (Real Estate File W-36943) Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-192

W-36943 (Purchase ofFee Property Required for the Garber Street Recycled Water Tank)

WHEREAS the Los Angeles Department of Water and Power (LADWP) would like to acquire a parcel of land (which includes a residence) for the Garber Street Recycled Water Tank and

WHEREAS the LADWP has identified property owned by Jules M Adger (Seller) located at 12655 Garber Street Pacoima California which LADWP desires to acquire and

WHEREAS the Board ofCommissioners of the Los Angeles Department of Water and Power has the authority pursuant to Los Angeles City Charter Section 675(d)(1) to acquire by purchase all real property convenient for LADWP purposes

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners hereby approve substantially as to form the Purchase and Sale Agreement between LADWP and the Seller and

BE IT FURTHERRESOLVED 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 directed and empowered to execute said Purchase and Sale Agreement for and on behalf of the LADWP The Manager ofReal Estate is authorized empowered and directed to execute Escrow Documents and other related documents for and on behalf of the LADWPand

BE IT FURTHER RESOLVED that the Chief Accounting Employee ofLADWP upon proper certification is hereby authorized and directed to authenticate a demand or demands upon the proper revenue fund for payment of the $350000 purchase price plus closing and incidental expenses at least five days prior to the close ofescrow

ITEM NO 37 - Approves payment of $33890899 to the State ofCalifornia Department of Industrial Relations for Workers Compensation Self-Insurance Program administration fees for Fiscal Year 2010-201 L Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-193

WHEREAS the City of Los Angeles Department of Water and Power (LADWP) is selfshyinsured and self-administered for its workers compensation liability

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 28

BE IT RESOLVED that the payment ofWorkers Compensation Self-Insurance Program administration fees for the Fiscal Year 2010-2011 as assessed by the State of California Department of Industrial Relations in their invoice dated November 302010 is $33890899 and pursuant to California Labor Code Sections 625 and 626 is authorized and directed

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to authenticate a demand on the Water Revenue Fund in payment of the above fees arising from the requirements of California Labor Code 625 and 626

ITEM NO 39 - Approves the water quality improvement demand side management reclaimed water and water security expenditures for the twelve month period commencing July 1 2011 Submitted by Chief Operating Officer Interim Chief Financial Officer and

Senior Assistant General Manager - Water System

RESOLUTION NO 011-194

WHEREAS Water Rates Ordinance No 170435 as amended by Ordinance Nos 171639 173017 175964 177968 and 179802 authorizes the recovery of certain qualified Board approved expenditures for Water Quality Improvement Programs through the Water Quality Improvement Adjustment Factor for Demand Side Management and Reclaimed Water Programs through the Water Procurement Adjustment Factor and Water Security costs through the Water Security Adjustment Factor

NOW THEREFORE BE IT RESOLVED that the Board approves Schedules A B C and D which are on file with the Secretary of the Board which describe and identifY (A) water quality expenditures totaling $3374 million (B) demand side management expenditures totaling $310 million (C) reclaimed water expenditures totaling $761 million and (D) water security expenditures totaling $686 million for the twelve-month period from July 1 2011 through June 30 2012

ITEM NO 40 - Authorizes the issuance ofa maximum of $350 million of Water System Refunding Revenue Bonds for the purpose of refinancing higher interest rate bonds with lower interest rate bonds Council approval is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 4831

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMISSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing ofUp to $350000000 Pursuant to Section 609 of The Charter ofThe City ofLos Angeles Through the Issuance of

Revenue Bonds Payable from the Water Revenue Fund

Resolution No- 4831

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City of Los Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power ofthe City of Los Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter of The City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Water Revenue Fund to evidence the indebtedness created by such borrowing

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 29

Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations of the Department payable from the Water Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

THREE HUNDRED FIFTY MILLION DOLLARS ($350000000)

and said Bonds are to be issued in one or more series or sub series at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number of days elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer ofthe Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 ofOrdinance No 172353 of the City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 of Division 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale ofeach series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with respect to the Bonds shall not exceed ten percent ofthe principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 ofthis Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest costfor the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number ofdays elapsed

Section 9 The authorization ofthe issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance ofbonds on account of the Water System heretofore made by resolution of this Board

Section 10 The Secretary ofthis Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices ofthe Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office ofAdministrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 30

ITEM NO 41-Authorizes the issuance ofa maximum of$I5 billion ofPower System Refunding Revenue Bonds to refinance or replace existing Power System Revenue Bonds mostly set with higher interest rates with lower rates thereby lowering LADWPs cost of debt Council approval is required Submitted by ChiefOperating Officer and Interim Chief Financial Officer

RESOLUTION NO 4830

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMSSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing of Up to $1500000000 Pursuant to Section 609 of The Charter of The City of Los Angeles Through the Issuance of

Revenue Bonds Payable from the Power Revenue Fund

Resolution No 4830

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City ofLos Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power of the City ofLos Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter ofThe City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Power Revenue Fund to evidence the indebtedness created by such borrowing

Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations ofthe Department payable from the Power Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

ONE BILLION FIVE HUNDRED MILLION DOLLARS ($1500000000)

and said Bonds are to be issued in one or more series or subseries at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of 365 days for the actual number ofdays elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer of the Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 of Ordinance No 172353 ofthe City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 ofDivision 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale of each series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 31

is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with re~pect to the Bonds shall not exceed ten percent of the principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 of this Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of365 days for the actual number of days elapsed

Section 9 The authorization of the issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance of bonds on account of the Power System heretofore made by resolution of this Board

Section 10 The Secretary of this Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices of the Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office of Administrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

ITEM NO 42 - Authorizes execution of Agreement No 47582 with Dewey amp LeBoeufLLP for Legal Services related to Merger and Acquisition Transactions to divestiture of power assets and the potential acquisition of non-carbon replacement assets The total amount not to exceed $1000000 for a term ofeighteen months Submitted by Chief Operating Officer and General Counsel

RESOLUTION NO 011-195

WHEREAS the Office of the City Attorney (City Attorney) on behalf ofthe Los Angeles Department of Water and Power (LADWP) solicited requests for proposals from law firms to assist the City Attorney in providing LADWP advice and representation in matters related to the Departments merger and acquisition transactions (M amp A) to divestiture ofpower assets and the potential acquisition of non-carbon replacement assets

WHEREAS the City Attorney selected the law finn of Dewey amp LeBoeuf LLP from a competitive bidding process for providing the necessary legal services and

WHEREAS the City Attorney finds that an appropriation of$lOOOOOO for a period of eighteen months is necessary at this time to manage anticipated M amp A transactions

BE IT RESOLVED that in compliance with City Charter Section 1022 the Board of Water and Power Commissioners of the City ofLos Angeles (Board) finds it is more feasible to have the assistance ofoutside counsel due to the complexity of and the expertise required for the aforementioned transactions

BE IT FURTHER RESOLVED the President or 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 of the Board be and they are hereby authorized and directed to execute Agreement No 47582 (or one in substantial form and content as the one submitted herewith as determined by the City Attorney) for and on behalf ofLADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 32

BE IT FURTHER RESOLVED that the Chief Accounting Employee of LADWP upon proper certification be and is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under said Agreement

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 48 - Reports were given by Management concerning matters relating to Department operations as follows

a) Integrated Resource Plan Update (Michael Webster Power Engineering Manager)

b) Renewable Portfolio Standard Project Update

Deemed accepted

c) 2010 Urban Water Management Plan (Tom Erb Director of Water Resources)

Written recommendations approved by the General Manager transmitting the following resolutions approved as to form and legality by the City Attorney

ITEM NO5 - Approval of the minutes of the January 4 2011 regular meeting of the Board of Water and Power Commissioners

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO6 - Authorizes award of Specification No 199 to Furnish and Deliver Meters Cold Positive Displacement Type to Neptune Technology Group Inc for a total amount not to exceed $22692293 for a term of one year with two optional one-year periods Submitted by Chief Operating Officer Senior Assistant General Manager - Water System and Chief Administrative Officer

RESOLUTION NO 19363

WHEREAS this contract is to furnish and deliver Meters Cold Positive Displacement Type and

WHEREAS Neptune Technology Group Inc is the lowest compliant bidder under Specification No 199 and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Water System recommends that Neptune Technology Group Inc be awarded a contract under Specification No 199

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 33

NOW THEREFORE BE IT RESOLVED that Neptune Technology Group Inc is awarded Contract No 199 for a total maximum amount not to exceed $2269229300 which includes all optional periods for a term of one-year with two optional one-year extensions under Specification No 199 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the President or Vice President 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 contract for and on behalf of the LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 199 and this Resolution

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO7 - Authorizes award of Specification No 217 to Furnish and Deliver Broadcaster Network Equipment and Software to Evertz Microsystems Ltd for a total amount not to exceed $4750000 for a term of one year with four optional one-year periods Council approval is required Submitted by Chief Operating Officer and Chief Administrative Officer RESOLUTION NO 19364

WHEREAS the Los Angeles Department of Water and Power (LADWP) identified broadcaster video network service as an innovative growth opportunity serving Los Angeles extensive entertainment industry and developed the VideoMAN infrastructure and

WHEREAS this contract is to furnish broadcaster video network equipment and software providing LADWP with the spares and upgrades to meet the demands for this service and

WHEREAS without a contract the LADWP will not be able to support its existing customers and will suffer customer and revenue loss and

WHEREAS LADWPs Joint System recommends a sole source contract be awarded to Evertz Microsystems Ltd (Evertz) the manufacturer of the original equipment and

WHEREAS this contract combined with previous contracts with Evertz constitutes continued contracting exceeding the three year time period set by Ordinance

THEREFORE BE IT RESOLVED that Evertz Microsystems Ltd is awarded a sole source contract under City Charter Section 371(e)(7) for a total amount not to exceed $475000000 which includes all optional periods for a term of one year with four optional one-year periods under Specification No 217 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to draw demands on the Water and Power Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 217 and this resolution

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 34

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Agreements for and on behalfof LADWP after approval by the Los Angeles City Council pursuant to Administrative Code 105

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 20 - Authorizes execution of Confidentiality Agreement DWP No BP 11-001 with California High-Speed Rail Authority in order to assist in its design and development of the California High Speed Rail Project for a term of three years and at no cost Submitted by Chief Operating Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 011-196

WHEREAS California High Speed Rail Authority (CHSRA) desires to engage in a Cocentidentiality Agreement with the Los Angeles Department of Water and Power (LADWP) to maintain proprietary matters confidential for security purposes and

WHEREAS LADWP and CHSRA recognize that utility infrastructure information must remain confidential for security purposes and

WHEREAS CHSRA needs to review the confidential information ofLADWP to design and develop the California High-Speed Train Project The expiration will be three years from the date ofapproval

NOW THEREFORE BE IT RESOLVED that the Confidentiality Agreement DWP No BP 11-001 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and High Speed Rail Authority be and the same is hereby approved and

BE IT FURTHER RESOLVED that the President or the Vice President of the Board or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized and directed to execute the Agreement for and on behalf of LAD WP

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 21- Authorizes execution ofAmended Memorandum of Understanding on Imperial Valley Geothermal Feasibility and Exploration LADWP No BP 09-025A with the Imperial Irrigation District Southern California Public Power Authority and the Cities of Burbank Glendale Colton and Pasadena The amendment will change a number of provisions in the MOU including adding 160 acres ofLADWP owned property LADWP expenditures will not exceed $18 million and the term is for six years from 2011 to 2016 Submitted by ChiefOperating Officer and Senior Assistant General Manager - Power System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 35

RESOLUTION NO 011-197

WHEREAS the original Memorandum ofUnderstanding (MOU) of Imperial Valley Feasibility and Exploration LADWP No BP 09-025 among the Los Angeles Department of Water and Power (LADWP) Imperial Irrigation District (lID) Cities of Burbank Glendale Colton Pasadena and the Southern California Public Power Authority (SCPPA) was approved by this Board ofWater and Power Commissioners (Board) on September 1 2009 under Resolution No 010-081 and

WHEREAS the Board conditionally approved Geothermal Lease Agreement No1 LADWP No BP 09-028 on September 15 2009 under Resolution No 010-100 upon the prerequisite that LADWP add its procurement policies and procedures to the original MOU and

WHEREAS the lID Board concurrently requested an amendment to the original MOU to incorporate an Exploration Structure Due Diligence Effort as a precondition to its approval of the MOU and

WHEREAS the parties of the original MOU renegotiated the terms and conditions to include an additional 160 acres ofreal property owned by LADWP LADWPs procurement policies and procedures and incorporate a preliminary assessment identified as the Exploration Structure Due Diligence Effort

NOW THEREFORE BE IT RESOLVED that the Amended MOU on Imperial Valley Feasibility and Exploration LADWP No BP 09-025A among LADWP lID Cities of Burbank Glendale Colton Pasadena and SCPP A 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 General Manager or Acting General Manager or such person that the General Manager or Acting General Manager shall designate in writing is hereby authorized and directed to execute the Amended MOU for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the funding for the Imperial Valley Feasibility and Exploration project previously approved by this Board on September 1 2009 under Resolution No 010-081 shall remain in effect subject to the reapportionment identified within the Amended MOU (LADWP No BP09-025A) and related appendices

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person that the General Manager or Acting General Manager designates in writing is hereby authorized to perform all duties and obligations as project manager set forth in the Amended MOU

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising from or related to exploration costs and manage any payment offset or credits for any applicable annual rental payments in accordance with the terms and conditions ofthe Amended MOU on Imperial Valley Feasibility and Exploration (LADWP No BP 09-025A)

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 36

ITEM NO 26 - Authorizes LADWPs General Manager to Execute Amendment No 10 Lease PRC 80799 with the California State Lands Commission allowing LADWP to implement gravel cover as Best Available Control Measures on 203 square miles of area on Owens Lake Total costs estimated to be $165473750 and term is December 102010 to May 1 2019 Submitted by Chief Operating Officer and Senior Assistant General Manager shyWater System

RESOLUTION NO 011-198

WHEREAS the Los Angeles Department of Water and Power (LADWP) as part of construction and implementation of the Owens Lake Dust Mitigation Program (OLDMP) has implemented dust mitigation measures and constructed facilities on portions of Owens Lake on sections of State land under the jurisdiction of the California State Lands Commission (CSLC) and

WHEREAS OLDMP activities have been allowed among other authorizations under Lease PRC 80799 and its nine amendments with CSLC and

WHEREAS LADWP is required by the Great Basin Unified Air Pollution Control District (GBUAPCD) to implement OLDMP Phase 8 gravel cover as Best Available Control Measures by November 6 2012 on certain sections of State land under the jurisdiction of CSLC and

WHEREAS on December 102010 CSLC approved Lease PRC 80799 Amendment No 10 that incorporates activities of the OLDMP Phase 8 into Lease PRC 80799 and

WHEREAS CSLC has sent Lease PRC 80799 Amendment No 10 for execution by the General Manager ofLADWP and

WHEREAS the cost of complying with the lease conditions such as purchase of Carbon OffsetslRenewable Energy Public Trust Value mitigation and Attorneys Fees commitment in Lease PRC 80799 Amendment No10 require the City of Los Angeles Board of Water and Power Commissioners approval and

WHEREAS the cost of complying with the lease conditions is estimated to be $165473750 and

WHEREAS Lease PRC 80799 and the first eight amendments duration is for 20 years and covers LADWPs various dust control measures operations and activities from May 1 1999 to May 12019 and

WHEREAS Lease PRC 80799 Amendment No 9s duration is for three years from June 28 2010 or until such time as a Master Plan for Owens Lake is approved by the CSLC and covers LADWPs tillage dust control measures operations and activities and

WHEREAS Lease PRC 80799 Amendment No 10s duration is from December 102010 to May 12019 and

NOW THEREFORE BE IT RESOLVED that Lease PRC 80799 Amendment No1 0 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between the Department of Water and Power of the City of Los Angeles and the California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratify and execute said lease amendment for and on behalf of the LADWP

Approval moved by Commissioner Parfrey

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 37

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey

Noes None

ITEM NO 38 - A written recommendation was received from the Chief Operating Officer and Interim Chief Financial Officer approved by the General Manager recommending the adoption of a resolution approved as to form and legality by the City Attorney authorizing execution ofAgreement No47002 with P A Consulting Group Inc to analyze and assist the Los Angeles Department ofWater and Power to develop a revenue requirement and rate structure

This item was withdrawn

ITEM NO 43 - Adopts an ordinance by the Council of the City ofLos Angeles transferring surplus money from the Power Revenue Fund to the City Reserve Fund during the 20102011 fiscal year the sum of$258815000 Council approval by ordinance is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 011-199

BE IT RESOLVED

1 That the Charter provides that this Board may after the close ofa fiscal year consent to a transfer of surplus money from the Power Revenue Fund to the Reserve Fund of the City based on audited financial data and

2 That this Board finds and determines after first considering and subject to all covenants made by the Department with respect to transfers from the Power Revenue Fund that there is surplus money in the Power Revenue Fund as of the close of fiscal year 200911 0 and consents to the transfer of $258815000 of said surplus money to the Reserve Fund of the City during fiscal year 201011 and pursuant to the terms ofthis resolution and

3 That this Board does further consent that the Council ofThe City ofLos Angeles adopt an ordinance in words and figures substantially as follows to wit

ORDINANCE NO

An ordinance directing the transfer of surplus money from the Power Revenue Fund of the Department of Water and Power to the Reserve Fund ofThe City of Los Angeles during Fiscal Year 20 WIll

THE PEOPLE OF THE CITY OF LOS ANGELES DO ORDAIN AS FOLLOWS

Section 1 Subject to audited fmancial data for fiscal year ended 200910 and all covenants made by the Department of Water and Power (Department) with respect to transfers from the Power Revenue Fund and subject to there having been and only to the extent that there was surplus money in the Power Revenue Fund at the close of the 200910 fiscal year and subject to the declaration ofconsent adopted by the Board of Water and Power Commissioners it is hereby directed that $258815000 be transferred from the Power Revenue Fund of the Department to the Reserve Fund of the City during the 201011 fiscal year

Section 2 The City Clerk shall certify to the passage of this ordinance and have it published in accordance with Council policy either in a daily newspaper circulated in the City of Los Angeles or by posting for ten days in three public places in the City ofLos Angeles one copy on the bulletin board located in the Main Street entrance to the Los Angeles City Hall

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one copy on the bulletin board located at the Main Street entrance to the Los Angeles City Hall East and one copy on the bulletin board located at the Temple Street entrance to the Los Angeles County Hall ofRecords

BE IT FURTHER RESOLVED that after the adoption of an ordinance as set forth in (3) above the Chief Accounting Employee of this Department is directed upon certification by the General Manager to cause to be transferred $129407000 within 10 days after the effective date of the ordinance in one lump sum payment from the Power Revenue Fund of the Department to the Reserve Fund ofthe City and to cause to be transferred the remaining amount in equal monthly installment payments from the Power Revenue Fund of the Department to the Reserve Fund of the City so that by June 30 2011 $258815000 has been paid Such transfers shall be made only after the City has paid the Power Revenue Fund all monthly charges for power services for which the City was billed by the Department

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 44 - Authorizes execution ofAgreement No WR 10-1030 with the Los Angeles Department ofPublic Works Bureau of Sanitation and West Basin Municipal Water District for Recycled Water Services to the Los Angeles Harbor Area for the design construction and operation of the facilities needed to produce and convey 9300 acre-feet per year of recycled water to LADWPs large industrial and irrigation customers LADWP will fund up to $111979472 for new and existing capital improvements and the initial term ofthirty years which may be extended in increments often years Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-200

WHEREAS one of the primary goals of the Los Angeles Department ofWater and Power (LADWP) is to ensure that the City of Los Angeles (City) has a reliable water supply and

WHEREAS in response to the Citys potable water supply challenges LADWP in 2008 prepared the Water Supply Action Plan titled Securing LAs Water Supply that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

WHEREAS LADWP entered into a 25-year agreement (adopted by the Board under Resolution No 91-0344) with the Los Angeles Department ofPublic Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) on June 3 1991 which allows WBMWD to purchase secondary effluent from the PW BOS Hyperion Treatment Plant (HTP) and in exchange LADWP is allowed to purchase 25000 AFY of tertiary treated Title 22 recycled water from WBMWD at an amount no greater than WBMWDs actual cost to produce and reconvey the recycled water back to LADWP and

WHEREAS WBMWD owns and operates the Juanita Millender-McDonald Carson Regional Water Recycling Plant (CRWRP) located in the City of Carson just north of the LADWP service area and

WHEREAS the Harbor Refineries Recycled Water Pipeline Project currently being constructed will provide the delivery method for recycled water in the Los Angeles Harbor Area to large industrial and irrigation customers and will include a point-of-connection at the Los Angeles City boundary with the City of Carson and

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WHEREAS to accomplish delivery of nitrified Title 22 recycled water to Los Angeles Harbor Area customers new treatment facilities need to be constructed at the CRWRP including expansion of the nitrification treatment facilities at the CRWRP as well as the construction of a pipeline in the City of Carson to a point-of-connection at the boundary to the City of Los Angeles and

WHEREAS PWBOS agrees to supply secondary effluent from the HTP to WBMWD and LADWP agrees to purchase tertiary treated disinfected nitrified Title 22 recycled water from WBMWDand

WHEREAS WBMWD has agreed to provide a reliable source of nitrified Title 22 recycled water to the Los Angeles Harbor Area and

WHEREAS the facilities being built by WBMWD and the dedicated current facilities owned by WBMWD to assist LADWP with supplying recycled water will benefit the citizens of Los Angeles for 30 years

NOW THEREFORE BE IT RESOLVED that the proposed Agreement approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP PWBOS and WBMWD be and the same is hereby approved and

BE IT FURTHER RESOLVED that the ChiefAccounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of the obligations arising under this Agreement

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Agreement No WR 10-1030 for and on behalf of LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee will recognize the funds paid to WBMWD to construct to expand and to dedicate WBMWDs assets so as to have the ability to serve LADWP shall be accounted for as a regulatory asset of the Water System that will be amortized over the life of the project which is 30 years

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 45 - Authorizes execution ofAmendment No 1 to Agreement with Los Angeles Public Works Bureau of Sanitation and West Basin Municipal Water District (Resolution No 91-0344) This Amendment supports the City of Los Angeles commitment to maximize the reuse ofwastewater effluent for beneficial reuse The term remain the same Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-201

WHEREAS in response to the City of Los Angeles (City) potable water supply challenges LADWP in 2008 prepared Securing LAs Water Supply a water supply action plan that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

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WHEREAS LADWP has identified the potential for significant amounts of recycled water usage for industrial purposes in the Los Angeles Harbor Area (Harbor Area) and

WHEREAS there is an existing agreement adopted by the Board under Resolution No 91-0344 (Agreement) among and between LADWP the Los Angeles Department of Public Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) that allows for the conveyance ofsecondary effluent produced at the PWBOS Hyperion Wastewater Treatment Plant (HTP) to the WBMWD Edward C Little Water Recycling Plant (ECL) in EI Segundo California for tertiary treatment and subsequent beneficial reuse and

WHEREAS to provide recycled water to the Harbor Area and to adjacent areas Amendment No 1 to Agreement (Amendment) is necessary to increase WBMWDs secondary effluent wastewater conveyance capability by expanding their existing pump station located at the HTP to a planned ultimate capacity of 70 million gallons per day (MGD) to convey secondary effluent from HTP to ECL and

WHEREAS the PWBOS has the resources and technical expertise to perform wastewater source control pollution prevention and the public outreach activities necessary to comply with all required recycled water regulatory requirements imposed by the State of California Department of Public Health and California Regional Water Quality Control Board and

WHEREAS designating PWBOS as the responsible agency to perform source control will ensure compliance with National Pollution Discharge Elimination Systems permit requirements for which PWBOS will be reimbursed by WBMWD

NOW THEREFORE BE IT RESOLVED that the proposed Amendment approved as to form and legality by the City Attorney and filed with the Secretary of the Board to increase secondary effluent wastewater conveyance and to designate PWBOS as the agency responsible for wastewater source control is hereby approved

BE IT FURTHER RESOLVED that the President or Vice President of this Board the General Manager or such person as the General Manager shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of the Board are hereby authorized empowered and directed to execute said Amendment for and on behalfof LADWP

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 46 - A written recommendation was received from the Personnel Relations Committee that the Board approve their report relative to Grievance No B-074-09 filed by Mr James R Cole

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

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The following items were presented by the Secretary and ordered filed

ITEM NO 47-A - A report from the Interim Chief Financial Officer showing receipts disbursements and cash balances of the Water and Power Revenue Funds for the month ending December 312010 as follows

REVENUE FUNDS (in thousands)

WATER POWER Beginning Balance December 1 2010 $ 281806 $ 688330

ADD Customer Collections 110560 297326 DWP Interfund Transfers 89106 29923 IPP Subordinated Notes 11343 Other City Departments 6040

Total Receipts $ 199931 $ 344632

LESS Payments to Vendors 62276 237418 Bond Redemption and Interest 57863 124941 Payrolls 23817 52513 SewerlUtility Taxes 38316 49427 DWP Interfund Transfers 36036 42291 Other City Departments 8377 Total Disbursements $ 218321 j 514~967

Ending Balance December 31 2010 $ 263416 $ 517995

ITEM NO 47-B - Monthly report ofactivities for the following units

bull Water System (December 2010)

bull Power System (November 2010)

bull Financial Services Organization (November 2010IDecember 2010)

ITEM NO 47-C - Reports for informational purposes

bull Quarterly Status Report on Water Quality Regulatory Compliance Projects

bull Investment Report Quarter Ending September 30 2010

bull Legislative and Regulatory Update

THE BOARD shall recess to closed session for a conference with legal counsel regarding

A Existing litigation in the following matter

1 Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

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2 City of Los Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

B Anticipated litigation in the following matters

1 Discussion regarding initiation of litigation (1 case) pursuant to Subdivision (c) of Section 549569 of the California Government Code

2 Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

MEETING RECESSED at 1240 pm

MEETING RECONVENED at 1250 pm

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Los Angeles California February 12011

MINUTES OF CLOSED SESSION OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

HELD IN ROOM 1555-H FEBRUARY 12011

1250 PM

Meeting called to order by President Thomas S Sayles and roll called

Present Commissioners President Sayles Eric Holoman Christina E Noonan Jonathan Parfrey

Absent None

A quorum present

In attendance were the following

Ronald O Nichols General Manager Martin L Adams Director of Water Operations Oscar Alvarez Electrical Engineer Aram H Benyamin Senior Assistant General Manager - Power System Joseph Brajevich Assistant General Counsel Water and Power Dirk Broersma Assistant City Attorney Richard M Brown General Counsel Water and Power Priscila Castillo Deputy City Attorney Michael A Coia Executive Director ofPower System Operations and Maintenance Lonnie Eldridge Deputy City Attorney James B McDaniel Senior Assistant General Manager - Water System Lorraine Paskett Senior Assistant General Manager - Sustainability Programs

and External Affairs Ann M Santilli Interim Chief Financial Officer Mark J Sedlacek Director of Environmental Affairs Kenneth Silver Electrical Service Manager Eskel H Solomon Assistant City Attorney Cecilia KT Weldon Chief Administrative Officer

Also in attendance

David Kim Mayors Office

A CLOSED SESSION was held for a conference with legal counsel regarding

Existing litigation in the following matters

ITEM NO 49 Al Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

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Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$14263507 to Allstate Insurance Company in full and complete settlement ofLADWP Claim Number 1026286

RESOLUTION NO 011-202

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Power Revenue Fund in the sum of $14263507 to be paid in the form ofa draft to Allstate Insurance Company Said payment is in full compromise and complete settlement ofLADWP Claim Number 1026286 which arose out of fire damage to personal and real property at 4333 Griffin Avenue Los Angeles California on September 25 2009 The City Attorney is hereby authorized to deliver said draft to Allstate Insurance Company andor the Law Office of Cuibreth amp Schroeder LLR upon receipt of a properly executed Full Release of All Claims and Request for Dismissal

Seconded by President Sayles and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Anticipated litigation in the following matter

ITEM NO 49 B2 (1st case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$5935695 to Landmark Property Management Group LLC in full compromise and complete settlement ofLADWP Claim Number 1027520

RESOLUTION NO 011-203

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $5935695 to be paid as follows a draft in the amount of $5935695 payable to Landmark Property Management Group LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1027520 which arose out of damage done to the structure known as the Santa Fe Loft Apartments at 121 East Sixth Street Los Angeles on August 5 2010 as the result of a Water System water main break The City Attorney is hereby authorized to deliver said draft to Landmark Property Management Group LLC upon receipt ofa properly executed Full Release of All Claims and Request for Dismissal

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

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Anticipated litigation in the following matter

ITEM NO 49 B2 (20d case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(l) of Section 549569 of the California Government Code

Discussion held action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$8000000 to National Subrogation Services in full compromise and complete settlement ofLADWP Claim Number 1025898-19

RESOLUTION NO 011-204

BE IT RESOLVED by the Board ofWater and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $8000000 to be paid as follows a draft in the amount of $8000000 payable to National Subrogation Services LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1025898-19 which arose out of damage to the business known as Canyon Beachwear located at 13035 Ventura Boulevard Studio City on September 52009 The City Attorney is hereby authorized to deliver said draft to National Subrogation Services LLC upon receipt of a properly executed Full Release ofAll Claims and Request for Dismissal

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Existing litigation in the following matter

ITEM NO 49 A2 - City ofLos Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

Discussion held - no action taken

Anticipated litigation in the following matter

ITEM NO 49 B2 (3rd case) - Discussion regarding significant exposure to litigation (3 caSes) pursuant to Subdivision (b )(1) of Section 549569 of the California Government Code

Discussion held - action taken but not a final action that was reportable

Anticipated litigation in the following matter

ITEM NO 49 Bl- Discussion regarding initiation oflitigation (l case) pursuant to subdivision (c) of Section 549569 of the California Government Code

Discussion held - no action taken

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COMMISSIONER NOONAN moved the meeting be adjourned

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Meeting adjourned at 1 30 pm

An announcement was made in the Board Room regarding adoption ofthree resolutions one pertaining to the settlement of Los Angeles Superior Court Case Number BC448561 and two pertaining to the settlement ofLADWP Claim Number 1027520 and LADWP Claim Number 1025898-19

SIGNED

~AtrufL~~ SECRETARY

ATTEST

vs~ PRES~T

Page 6: Los Angeles, California, February 1,2011 WATER AND POWER

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RESOLUTION NO 19361

WHEREAS Best Drilling and Pump Inc is the lowest bidder under Specification No 7283 for construction of three Artesian Wells for the 1600 acre-feet Memorandum ofUnderstanding Project and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Water System recommends award of this contract and

WHEREAS LADWPs Water System is requesting a 15 percent contingency due to unforeseen and changed field conditions which may include unknown subsurface conditions unstable soils provisions for environmental restrictions and mitigations and restrictions imposed by other agencies

NOW THEREFORE BE IT RESOLVED that pursuant to City Charter Section 1022 the Board finds that it is more feasible to have the work performed by outside services because the work proposed in the contract requires knowledge skills and professional expertise that are not currently available in LADWP

NOW THEREFORE BE IT RESOLVED that Best Drilling and Pump Inc is awarded the contract for a total amount not to exceed $47108600 which includes a 15 percent contingency for a one-time spot purchase under Specification No 7283 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms of these contracts awarded pursuant to Specification No 7283 and this resolution

BE IT FURTHER RESOLVED that the President or 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 of the Board be and they are hereby authorized and directed to execute said contracts for and on behalfLADWP

ITEM NO 15 - Authorizes award ofCooperative Purchase Agreement No47001 for Flame Retardant Clothing and Program Management Services to Program Management International Inc for a cooperative purchase with Sacramento Municipal Utility District Contract No 4500057047 for a total amount not to exceed $3783950 Contract expires November 162011 Submitted by Chief Operating Officer Senior Assistant General Manager - Power System and Chief Administrative Officer

RESOLUTION NO 011-175

WHEREAS Program Management International was awarded Contract No 4500057047 with the Sacramento Municipal Utility District (SMUD) for Flame Retardant (FR) Clothing and Program Management Services and

WHEREAS the Los Angeles Department of Water and Power (LADWP) desires to contract for FR Clothing and Program Management Services and

WHEREAS Section 371 (e)(8) ofthe City Charter allows for the utilization ofother governmental contracts through Cooperative Purchasing Agreements and

WHEREAS LADWP seeks to award a cooperative purchase on SMUD Contract No 4500057047 with Program Management International Inc through Agreement No 47001 in an amount not to exceed $3783950 commencing upon execution by all parties and with an expiration date to be coterminous with the expiration of SMUD Contract No 4500057047 which expires November 162011

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NOW THEREFORE BE IT RESOLVED that Agreement No 47001 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Program Management International Inc be and the same is hereby approved

BE IT FURTHER RESOLVED that pursuant to Los Angeles City Charter Section 1022 such services covered by this Agreement require specialized and unique expertise and can be performed more feasibly by an independent contractor than by City employees

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 accordance with the terms of this cooperative contract with Program Management International Inc

BE IT FURTHER RESOLVED that the President or Vice President or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or Acting Secretary of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalf of the LADWP

ITEM NO 16 - Authorizes execution of Agreement No 47996 with RRM Design Group to provide architectural and engineering design consultant services for a pre-engineered office and maintenance building for Harbor Generating Station The total amount of this agreement is not to exceed $261467 for a term of two years with a one-year option to renew Submitted by Chief Operating Officer and Senior Assistant General Manager Power System

RESOLUTION NO 011-176

WHEREAS LADWP is required to provide needed office space and to consolidate maintenance and repair operations at the Harbor Generating Station as agreed in a JointlLabor Management meeting and

WHEREAS on May 122010 LADWP released a Request for Proposal RFP 297-10 seeking proposals from qualified and experienced firms to provide architectural and engineering design consultant services for a pre-engineered office and maintenance building for the Harbor Generating Station and six (6) proposals were received in response to the RFP and

WHEREAS LADWP evaluated the six proposals submitted in response to the RFP and based on the evaluation criteria and interviews RRM Design Group was selected as being the best qualified firm and

WHEREAS RRM Design Group has reviewed the services to be provided in accordance with Agreement No 47996 and represents that they have the qualifications expertise skills and abilities to perform such services and

WHEREAS LADWP proposes to enter into Agreement No 47996 with RRM Design Group for design services for a pre-engineered office and maintenance building for two (2) years with a one-year renewal option for a total contract amount not to exceed $261467 which includes a contingency of$12450

NOW THEREFORE BE IT RESOLVED that Agreement No 47996 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between the Department of Water and Power of the City of Los Angeles (LADWP) and RRM Design Group be and the same is hereby approved

BE IT FURTHER RESOLVED that pursuant to Charter Section 1022 such services covered by this Agreement are for expert design services with an emphasis on Leadership in Energy and Environmental Design (LEED) requirements which requires knowledge and skills that are not available within the Department

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BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment ofthe obligations arising under this Agreement

BE IT FURTHER RESOLVED that the President or Vice President 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 of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalf ofLADWP

ITEM NO 17 - Authorizes execution of Amendment No1 to Agreement No 47961 with KEMA Inc for an additional increase of $4500000 and Agreement No 47963 with Capgemini for an additional increase of $1500000 to hire design experts for LADWPs Department of Energy American Recovery and Reinvestment Act Awarded Smart Grid Demonstration Program The Amendment increases the term of both contracts by six months Submitted by Chief Operating Officer Senior Assistant General Manager Power System and ChiefAdministrative Officer

RESOLUTION NO 011-177

WHEREAS Los Angeles Department of Water and Power (LADWP) entered into Agreement No 47961 with KEMA Inc (KEMA) and Agreement No 47963 with Capgemini America Inc (Capgemini) both on or about June 12010 and

WHEREAS LADWP proposes to increase the limit of the KEMA Agreement by $4500000 from $3300000 with a total not-to-exceed limit of $7800000 and increase the limit of the Capgemini Agreement by $1500000 from $2200000 with a total not-to-exceed limit of $3700000 and increase the term of both the KEMA Agreement and the Capgemini Agreement from thirty (30) to thirty-six (36) months

NOW THEREFORE BE IT RESOLVED that Amendment No1 to Agreement No 47961 between LADWP and KEMA and Amendment No1 to Agreement No 47963 between LADWP and Capgemini (collectively the Amendments) each approved as to form and legality by the City Attorney and filed with the Secretary of the Board be and the same are hereby approved

BE IT FURTHER RESOLVED that pursuant to City Charter Section 1022 the Board finds that the services in the Amendments can be performed more feasibly by independent contractors than by LADWP or City employees

BE IT FURTHER RESOLVED that the Board finds that pursuant to City Charter Section 371 (e)(2) that utilizing a competitive process for the Amendments would not be practicable because the Amendments consist of professional and expert services of a temporary and occasional character and because of time constraints under the Department of Energy Smart Grid Grant

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 Acting Secretary of the Board be and they are hereby authorized empowered and directed to execute the Amendments

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 Agreements and the Amendments

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ITEM NO 18 - Authorizes Renewal ofAgreement No 47722-8 with Bentley Systems Incorporated to provide Maintenance Services for Bentley Software License and Maintenance The total amount not to exceed $350000 for the one year renewal for the fourth year Submitted by Chief Operating Officer Senior Assistant General Manager Power System and Chief Administrative Officer

RESOLUTION NO 011-178

WHEREAS the Los Angeles Department of Water and Power (LADWP) Board of Commissioners (Board) requires a sole source Agreement with Bentley Systems Inc (Bentley) to provide maintenance services for the Microstation Software (Microstation) and all other Bentley software tools to maintain enhance and provide proprietary products and services including software maintenance software upgrades technical support services training and renewal of licenses over a period of three (3) years with four (4) one-year renewable options for total expenditures not exceeding $3135716 and

WHEREAS the cost of services included into the one-year extension are not to exceed $350000 and

WHEREAS Bentley Software is part of the LADWPs Computer Aided Design System and is a pivotal component of operations and maintenance for electrical services to the citizens of the City ofLos Angeles (City) and

WHEREAS on the Board at its January 22 2008 meeting passed a resolution that any exercise of any renewal options be approved by the Board prior to its execution and

WHEREAS staff respectfully request that this Board reconsider the previous Boards action and to now simply delegate the authority to exercise the renewal options to the General Manager for the remaining three (3) option years of this agreement at one-year intervals not to exceed a total of$I155000 to stay consistent with other similar software maintenance contracts renewal practice

NOW THEREFORE BE IT RESOLVED that the Board approves the one-year renewal of Agreement No 47722-8 not to exceed $350000 for the fourth year approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between the LADWP and Bentley to provide proprietary professional expert and technical services licensing and software maintenance for Bentley software in the Power System and

BE IT FURTHER RESOLVED that pursuant to Section 1022 of the City Charter the Board finds that such services can be performed more economically or feasibly by independent contractors than by LADWP or City employees due to proprietary nature of the software provided and

BE IT FURTHER RESOLVED that the President or Vice President of the Board the General Manager or such person as the General Manager shall designate in writing and the Secretary the Assistant Secretary or Acting Secretary of the Board are hereby authorized and directed to execute Agreement No 47722-8 for and on behalf of the LADWP and

BE IT FURTHER RESOLVED the Board delegates to the General Manager the authority exercise the remaining three (3) renewal option years of this agreement at one year intervals and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of LADWP upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under said Agreement

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ITEM NO 19 - Recommends approval ofPower Purchase Agreement with PacifiCorp and the City ofLos Angeles DWP No BP 10-011 to purchase wholesale energy and provide station power to Magnum Holdings LLC The estimated revenue for LADWP is $105850 for a term ofthree years Submitted by Chief Operating Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 011-179

WHEREAS PacifiCorp which provides retail electric service in the State ofUtah desires to purchase wholesale energy from the Los Angeles Department of Water and Power (LADWP) and

WHEREAS PacifiCorp (dba Rocky Mountain Power) provides retail electric service under the supervision of the Utah Power Service Commission within its franchised service territories in the State of Utah and

WHEREAS PacifiCorp desires to use the Wholesale Electric Service purchase from LADWP to provide electric service to a retail customer and

WHEREAS PacifiCorp and LADWP desire to enter into an Agreement pertaining to the purchase and sale ofwholesale electric service and

WHEREAS the term of the Agreement shall take effect on the date PacifiCorp provides written notice to LADWP that it has received all regulatory approvals necessary to provide retail electric service to the retail customer described in the Agreement for a term of three years

NOW THEREFORE BE IT RESOLVED that the Power Purchase Agreement (Agreement) DWP No BP 10-011 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and PacifiCorp is hereby approved

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund over the term of the Agreement in payment of the obligations incurred if any

BE IT FURTHER RESOLVED that the President or the Vice President of this Board or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Agreement for and on behalf ofLADWP

ITEM NO 22 - Authorizes execution of Geothermal Lease Agreement No I LADWP No BP 10-010 with the Southern California Public Power Authority for consideration with the modifications including an increase acreage from 2950 acres to 3110 acres and further clarification of Section 23 Council approval by ordinance is required Submitted by Chief Operating Officer and Senior Assistant General Manager Power System

RESOLUTION NO 011-180

WHEREAS the Board of Water and Power Commissioners (Board) conditionally approved Geothermal Lease Agreement No1 LADWP No BP 09-028 Resolution No 010-100 on September 152009 subject to amending the MOU to include a provision to incorporate the Los Angeles Department of Water and Powers (LADWP) procurement policies and procedures for all contracts related to the Exploration Structure Due Diligence Effort and Exploratory work and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 11

WHEREAS the City Council disapproved the Boards action on September 152009 under Resolution No 010-100 authorizing the execution of a 35-year Geothermal Lease Agreement with the Southern California Public Power Authority (SCPP A) as referenced in Council File No 09-2517 because the City Administrative Office recommended a Fiscal Review and Assessment Summary of the cost analysis and potential impacts of the project and

WHEREAS LADWP resubmits Geothermal Lease Agreement No1 LADWP No BP 10-010 between LADWP and SCPPA for consideration with the modifications proposed by the Board and City Council and two additional changes including an increase acreage from 2960 acres to 3110 acres and further clarification ofsection 23

NOW THEREFORE BE IT RESOLVED that Geothermal Lease Agreement No1 LADWP Agreement No BP 10-010 approved as to form and legality by the City Attorney and filed with the Secretary of the Board is hereby approved subject to City Council approval

BE IT FURTHER RESOLVED that Resolution No 010-100 adopted by the Board on September 152009 providing for the conditional approval oflease agreement between LADWP and SCPPA LADWP No BP 09-028 for feasibility exploration and potential development ofLADWP-owned property is hereby rescinded

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person as the General Manager or Acting General Manager shall designate in writing is authorized empowered and directed to execute said Geothermal Lease Agreement No1 for and on behalfofLADWP

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person as the General Manager or Acting General Manager shall designate in writing is authorized empowered and directed to execute all necessary exhibits related to Geothermal Lease Agreement No1 as the case may be for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the ChiefAccounting Employee is authorized and directed upon proper certification to accept all revenue generated from Geothermal Lease Agreement No1 and to calculate and record any offsets or credits against such revenue which directly arises from any obligations owed by LADWP in connection with or related to said agreement

ITEM NO 23 - Authorizes the Revision to the Green Book Section 1B2aii Technical Appendix by including the Table 1B2-2 dated June 22 2010 Revision to the list ofwells exempted from linkage to vegetation sites and that are not subject to the automatic well turnshyoffprovisions of the Water Agreement Submitted by ChiefOperating Officer and Senior Assistant General Manager Water System

RESOLUTION NO 011-181

WHEREAS the Los Angeles Department ofWater and Power (LADWP) is a party to the Agreement between the County of Inyo and the City of Los Angeles and its Department of Water and Power on a Long Term Groundwater Management Plan for Owens Valley and nyo County (Water Agreement) and

WHEREAS the technical appendix to the Water Agreement is known as the Green Book and

WHEREAS the Water Agreement and Green Book include provisions for the automatic turnshyoff of groundwater production wells for the protection ofgroundwater dependent vegetation and

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WHEREAS the Inyo CountylLos Angeles Technical Group is empowered by the Water Agreement to exempt certain town supply wells irrigation supply wells fish hatchery wells enhancementmitigation project supply wells and other wells not affecting areas with groundwater dependent vegetation as exempt from the automatic turn-off provisions of the Water Agreement and Green Book and

WHEREAS from time to time since the Water Agreement was signed the Inyo County Los Angeles Technical Group has exercised its authority to exempt wells for the aforementioned reasons and

WHEREAS the list of exempt wells currently included in Green Book Section IB2aii does not accurately reflect all of the wells exempted by the Inyo CountylLos Angeles Technical Group and

WHEREAS for the purpose of revising the list of exempt wells in Green Book Section LB2aii the Inyo CountylLos Angeles Technical Group has prepared the attached Table IB2-2 dated June 22 2010 which accurately reflects the current listing of wells permanently exempted by the Technical Group from the automatic turn-off provision of the Water Agreement and

WHEREAS Section XXV ofthe Water Agreement requires the agreement ofLADWP and the Inyo County Board of Supervisors in order to modify the Green Book

NOW THEREFORE BE IT RESOLVED that the Board ofWater and Power Commissioners agrees to modify the Green Book by including the attached Table IB2-2 dated June 22 2010 in Green Book Section LB2aii

BE IT FURTHER RESOLVED a statement affirming that a complete listing of exempt wells is contained in the June 22 2010 Table IB2-2 will be added to Green Book Section LB2aii

ITEM NO 24 - Authorizes submission of Grant Application to the United States Department of the Interior Bureau ofReclamations WaterSMART Water and Energy Efficiency Grants for Fiscal Year 2011 The application is $1000000 for the CommerciallIndustrial Drought Resistant Landscape Incentive Program Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-182

WHEREAS the United States Department of the Interior Bureau of Reclamation (BOR) has approximately $27 million in funding available for the WaterSMART Water and Energy Efficiency Grants for Fiscal Year 2011 which assists irrigation and water districts United States Territories States in the West and other local entities with water delivery authority in leveraging their money and resources by cost sharing with BOR on projects that save water improve energy efficiency address endangered species and other environmental issues and facilitate transfers to new uses and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Commercial Industrial Landscape Drought Resistant Landscape Incentive Program (CI Landscape Program) conserves water by providing incentives to commercial industrial and multi-family customers to replace turf with California-friendly drought-resistant plants and low-volume irrigation and

WHEREAS CI Landscape Program contributes to a sustainable water supply for Los Angeles and

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WHEREAS by reducing the amount of replacement water imported from other sources including the Sacramento-San Joaquin Delta the CI Landscape Program reduces the amount of energy used to convey water to users in Los Angeles

WHEREAS the CI Landscape Program has converted 1868119 square feet of turf saving 46535174 gallons ofwater (14281 AF) per year to date

WHEREAS LADWP desires to apply for grant funding in order to expand the CI Landscape Program as detailed in the funding plan and schedule in the application and

WHEREAS the BOR requires approval ofan agencys governing body for each grant funding application

NOW THEREFORE BE IT RESOLVED that an application be made to the BOR for a Water and Energy Efficiency Grant The LADWP is hereby authorized to enter into an agreement to receive a grant for the Project

BE IT FURTHER RESOLVED that the Board of Water and Power Commissioners designates the Senior Assistant General Manager - Water System or his designee (registered engineers) to prepare all necessary data file such application and enter into a grant funding agreement with the BOR and hereby authorizes the Director of Water Resources or his designee (registered engineers) to approve Claims for Reimbursement and to sign performance reports required by a grant funding agreement

ITEM NO 25 - Authorizes LADWPs General Manager to Execute Agreement No R 04310 with the California State Lands Commission (CSLC) allowing LADWP to reimburse reasonable costs incurred by CSLC for application processing and enviromnental documentation associated with the preparation ofa Master Plan for the Owens Lakebed Total costs to LADWP is estimated to be $1003084 with a term of three years Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-183

WHEREAS in March 2010 the Los Angeles Department ofWater and Power (LADWP) initiated a broad collaborative project with diverse interest groups to develop a Master Plan for the Owens Lakebed and

WHEREAS the Master Plan will focus on dust mitigation water efficiency methods habitat and wildlife and potential renewable energy development and

WHEREAS LADWP as part of construction of the Owens Lake Dust Mitigation Program has implemented dust mitigation measures and constructed facilities on certain portions of Owens Lakebed on sections of State land under the jurisdiction of the California State Lands Commission (CSLC) and

WHEREAS CSLC who owns over ninety percent of the Owens Lakebed is a key interest group participating in the development of the Master Plan and has approval authority over the plan and

WHEREAS under Agreement No R 04310 between CSLC and LADWP CSLC has estimated the total cost in processing the application and preparation of enviromnental documents for the Master Plan to be $835903 and the duration is from April 12010 through March 30 2013 with CSLCs cost of construction compliance and mitigation monitoring to be determined as the project progresses and

WHEREAS LADWP is requesting a 20-percent contingency fund to cover the anticipated construction compliance and mitigation monitoring costs bringing the total authorized fund to $1003084 and

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WHEREAS Agreement No R 04310 would allow LADWP to reimburse reasonable costs incurred by CSLC for application processing environmental documentation and construction compliance and mitigation monitoring associated with the preparation ofa Master Plan for Owens Lakebed

NOW THEREFORE BE IT RESOLVED that Agreement No R 04310 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between the Department of Water and Power of the City ofLos Angeles and California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of costs of the California State Lands Commission as stipulated under Agreement No R 04310 up to the total amount of $1003084 and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratifY and execute said Agreement No R 043101 for and on behalf of the LADWP

ITEM NO 27 - Authorizes execution of Memorandum ofAgreement with the Los Angeles Department ofPublic Works Bureau of Sanitation the Los Angeles Department ofPublic Works Bureau of Street Services and The River Project to develop and construct the Woodman Avenue Multi-Beneficial Stormwater Capture Project The total project cost estimate is $3396750 ofwhich LADWP is contributing $1200000 for project funding and $150000 for Grant administration Construction completion is scheduled for November 2012 Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-184

WHEREAS the City ofLos Angeles (City) possesses the right to the surface waters of the Los Angeles River its tributaries and the native groundwater ofthe San Fernando Basin in accordance with the California Superior Courts Judgment dated January 26 1979 in The City oLos Angeles vs City oSan Fernando et al Case No 650079 and

WHEREAS local groundwater has historically comprised approximately 15 percent of the Citys water supply which is partially dependent upon replenishment from stormwater flows and

WHEREAS LADWP desires to optimize the use oflocal water resources including stormwater and groundwater to reduce the Citys dependence on imported water supplies and

WHEREAS LADWP is committed to pursuing opportunities to maximize groundwater recharge to sustain and augment the long-term reliability of the Citys groundwater supply in the San Fernando Basin and

WHEREAS LABOS is a bureau of the municipally owned Los Angeles Department ofPublic Works responsible for collecting cleaning and recycling solid and liquid waste including stormwater and urban runoff and

WHEREAS LABSS is a bureau of the municipally owned Los Angeles Department ofPublic Works responsible for street and alley construction and maintenance and

WHEREAS TRP is a non-profit 501(c)(3) organization dedicated to watershed protection conservation and enhancement in Los Angeles County TRP authored the TujungaJPacoima Watershed Plan and has extensive experience studying the Tujunga Watershed and its comprehensive environments and

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WHEREAS LADWP LABOS and TRP are committed to pursuing opportunities to enhance water conservation stormwater capture improve water quality and increase open space and

WHEREAS LADWP LABOS and TRP have jointly identified Woodman Avenue located in the San Fernando Valley as a unique opportunity to capture treat and infiltrate a significant volume ofstormwater runoff on an annual basis and

WHEREAS LADWP LABOS LABSS and TRP wish to enter into the proposed Memorandum of Agreement (MOA) to develop and construct the Woodman Avenue Multishybeneficial Stormwater Capture Project (Project) and

WHEREAS the Project will result in the capture treatment and infiltration ofan estimated 80 acre-feet of stormwater per year and

WHEREAS the estimated Project costs are $3396750 and

WHEREAS LADWP in partnership with LABOS and TRP was awarded $1646750 by the 2008 CALFED Watershed Grant Program for the Project and

WHEREAS LABOS has agreed to fund the project management engineering design and construction management of up to a maximum of $400000 and

WHEREAS LADWP has agreed to provide up to $1200000 for construction and $150000 for staff support and

NOW THEREFORE BE IT RESOLVED that the proposed MOA between and among LADWP LABOS LABSS and The River Project (TRP) for the Woodman Avenue Multishybeneficial Stormwater Capture Project (Project) approved as to form and legality by the City Attorney and filed with the Secretary of the Board be and the same is hereby approved and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in the amount of $1 200000 for the construction work proposed under this MOA that has been budgeted under Fiscal Year 2011-12

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Memorandum of Agreement for and on behalf of LADWP

ITEM NO 28 - Adopts the Initial Study and Mitigated Negative Declaration for the Woodman Avenue Multi-Beneficial Stormwater Capture Pilot Project approving the Project and authorizing its construction The cost ofthis project is estimated to be $3396750 with an estimated duration of four years Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-185

WHEREAS the City ofLos Angeles Department of Water and Powers (LADWP) Watershed Management Group and the City of Los Angeles Bureau of Sanitations (LABOS) Watershed Protection Division in partnership with the non-profit group The River Project have identified Woodman Avenue located in the San Fernando Valley as a unique opportunity to capture treat and infiltrate a significant volume of stormwater runoff on an annual basis and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 16

WHEREAS LADWP proposes to implement the Woodman Avenue Multi-Beneficial Stonnwater Capture Pilot Project (Project) to help recharge the groundwater table improve water quality and alleviate local flooding along the 7700 block ofWoodman Avenue and

WHEREAS LADWP prepared an Initial StudylNegative Declaration (ISIMND) for the proposed Project and circulated this document for public review from December l3 2010 to January 142011 and

WHEREAS a Notice of Intent to Adopt an MND was published in the Los Angeles Times and mailed to interested persons and agencies

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners of the City ofLos Angeles (Board) recognizes that a study was made ofthe potential environmental effects of the proposed Project including its construction and operation This study is embodied in the ISMND on file with the Secretary of this Board and is incorporated in this Resolution and made a part hereof

BE IT FURTHER RESOLVED that the Board recognizes the ISMND identifies the following impacts that are potentially significant unless mitigation is incorporated and proposes the following mitigation measures and a program for implementation and monitoring

Potential Mitigation Recommended Mitigation PeriodMethod Implementation Impact Measure of Implementation Monitor

No

Cultural Resources I Itispossibletl1at CUL-I Should archaeological or paleontological During constructio Project

subsurface resources be encountered during earth- Construction archaeological or moving activities (Le grading and Manager will be paleontological resource excavation) a qualified archaeologist ando responsible for may be present within paleontologist shall be retained and shall implementation the project area implement procedures for temporarily andLADWP

halting or redirecting work to permit the Environmental sampling identification and evaluation of Services will the resources as appropriate Ifthe provide resources are found to be significant the compliance archaeologist andor paleontologist shall oversight determine appropriate actions in cooperation with the City of Los Angeles shyfor preservation andor data recovery If human remains are discovered the Los Angeles County Coroner shall be contacted the area of the find shall be protected and provisions of State CEQA Guidelines Section 150645 shall be followed

Hazards and Hazardous Materials Temporary lane closures HAZ-I A Traffic Control Plan will be prepared and Prior to and during Project and other public right-of will include notification ofsurrounding construction Construction way construction emergency service providers including the Manager will be activities could impair adjacent Kaiser Permanente Medical Center responsible for implementation of or As part of the plan emergency service implementation physically interfere with providers will be notified prior to andLADWP an adopted emergency construction and provided information Environmental response plan regarding lane closures construction Services will

schedule driveway blockages etc A plan t( provide maintain or accommodate essential compliance emergency access routes eg plating over oversight excavations use of detours etc will be developed and implemented

Noise Constructive activity NOI-l Project specifications shall restrict Prior to and during Project could result in temporaI) construction to normal work days and hours construction Construction exposure of persons to (as per LAMC Section 4110) and shall Manager will be excessive noise and require the construction contractor to responsible for vibration develop and implement a Noise Mitigation implementation

Plan to include the use ofmuftlers shields andLADWP sound barriers andor other noise reduction Environmental devices or techniques as feasible during Services will operation ofconstruction equipment Two provide weeks prior to the onset of construction compliance

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of construction notification of the location timing and duration of the proposed construction shall be provided to adjacent residents and businesses (within a V mile radius from the project site) and Kaiser Permanente Panorama City

oversight

Transportation and Traffic Temporary lane closures TR-l and other public right-of way construction activities could affect vehicle traffic and other modes of transportation beyond acceptable levels

A Traffic Control Plan will be prepared and approved by the City prior to the beginning ofconstruction Emergency service providers (fire police and ambulance) and Kaiser Pemlanente Panorama City shall be notified prior to construction to communicate information regarding lane closures construction schedule driveway blockages etc and to develop a plan to maintain or accommodate essential emergency and patient access routes eg plating over excavations use of detours effect on existing bus stop etc

Prior to construction

Project Construction Manager will be responsible for implementation andLADWP Environmental Services will provide compliance oversight

BE IT FURTHER RESOLVED that this Board further fmds that with the implementation of the above mitigation measures potential impacts to cultural resources hazards and hazardous materials noise and transportation and traffic will be less than significant

BE IT FURTHER RESOLVED that this Board certifies that the ISIMND has been prepared in compliance with California Environmental Quality Act that it has reviewed and considered the information contained in the ISIMND and that the ISIMND reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board finds on the basis of the whole record before it including the IS that there is no substantial evidence that the Project will have a significant effect on the environment

BE ITFURTHER RESOLVED that this Board adopts the ISIMND and approves the Project

BE IT FURTHER RESOLVED that LADWP shall file a Notice ofDetermination with the Los Angeles City Clerk and the Los Angeles County Clerk within five working days after deciding to approve the Project

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of tIe record of proceedings for this project

ITEM NO 29 - Approves Addendum No 1 to the Mitigated Negative Declaration for the Geotechnical Investigation for the North Haiwee Dam No2 Project Further a Notice of Determination is authorized to be filed with the Inyo County Clerk Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-186

WHEREAS LADWP proposes to implement the Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS LADWP prepared an Initial StudylMitigated Negative Declaration (ISIMND SCH 2003091085) for a similar project at the same location in April 2004 titled Geotechnical Investigations at North Haiwee Dam Project and

WHEREAS the City of Los Angeles Board of Water and Power Commissioners (Board) adopted the ISIMND and approved the implementation of the Geotechnical Investigations at North Haiwee Dam Project on July 6 2004 and

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WHEREAS an Addendum which addresses the proposed modifications to the previously adopted ISIMND has been prepared titled Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS CEQA Guideline section 15164(b) allows a lead agency to prepare an addendum to an MND as follows

An addendum to an adopted negative declaration may be prepared ifonly minor technical changes or additions are necessary or none of the conditions described in Section 15162 calling for the preparation of a subsequent EIR or negative declaration have occurred

WHEREAS CEQA Guideline section15162 requires a subsequent negative declaration under the following circumstances

(a) When an EIR has been certified or a negative declaration adopted for a project no subsequent ErR shall be prepared for that project unless the lead agency determines on the basis of substantial evidence in the light of the whole record one or more of the following

(1) Substantial changes are proposed in the project which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects

(2) Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous ErR or Negative Declaration due to the involvement ofnew significant environmental effects or a substantial increase in the severity of previously identified significant effects or

(3) New information of substantial importance which was not known and could not have been known with the exercise ofreasonable diligence at the time the previous ErR was certified as complete or the Negative Declaration was adopted shows any of the following

A) The project will have one or more significant effects not discussed the previous EIR or negative declaration or

B) Significant effects previously examined will be substantially more severe than shown in the previous ErR or

C) Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project but the project proponents decline to adopt the mitigation measure or alternative or

D) Mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce one or more significant effects on the environment but the project proponents decline to adopt the mitigation measure or alternative

NOW THEREFORE BE IT RESOLVED that the City of Los Angeles Board of Water and Power Commissioners (Board) recognizes that a study of the proposed changes to the previously adopted ISIMND was made and the associated environmental effects assessed for the proposed Geotechnical Investigations for the North Haiwee Dam No2 Project This study is embodied in the Addendum on file with the Secretary ofthis Board This Board has reviewed and considered the information contained in such document which is incorporated in this Resolution and made a part hereof

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BE IT FURTHER RESOLVED that this Board makes the following fIndings and determinations with respect to the proposed project

bull An Addendum was prepared which analyzed the potential environmental impacts associated with the construction and operation ofthe proposed project

bull As demonstrated in the environmental analysis of the currently proposed project modifIcations none of the conditions described in CEQA Guideline section 15162 calling for the preparation ofa subsequent EIR or negative declaration have occurred The proposed project modifIcations would not result in any additional signifIcant impacts nor would it increase the severity ofpreviously identifIed signifIcant impacts Therefore it can be concluded that pursuant to CEQA Guideline section 15164(b) the proposed project modifIcations are only minor technical changes or additions and as such an addendum to the 2004 MND for the Geotechnical Investigations at North Haiwee Dam Project may be prepared

Below is the proposed Mitigation Monitoring and Reporting Plan (MMRP) for the proposed Addendum This MMRP includes mitigation measures from the previously approved 2004 ISIMND as well as proposed changes to it in order to enhance its effectiveness Underline denotes a new measure while strikeout indicates a removed measure

Air Quality

bull The project specifIcations shall incorporate the applicable provisions of the Great Basin Valleys Air Pollution Control District Fugitive Dust Rule (Rule 401) provided below

A person shall take reasonable precautions to prevent visible particulate matter from being airborne under normal wind conditions beyond the property from which the emission originates Reasonable precautions include but are not limited to

1 Use where possible of water for control ofdust in trenching and boring operations

2 Application of water on dirt roads material stockpiles

3 Use ofwater chemicals chuting venting or other precautions to prevent particulate matter from being airborne in handling dusty materials to open stockpiles and mobile equipment and

4 Maintenance of roadways in a clean condition

bull The contractor shall discontinue construction activities during fIrst and second-stage smog alerts

Biological Resources

bull To compensate for the permanent loss ofhabitat LADWP will preserve Mohave ground squirrel habitat (Habitat Management Lands) at a 3 1 ratio at a location approved by CDFG Funding for the long-term management ofthe land preserved also is required LADWP and CDFG will negotiate the per-acre cost ofmanaging the lands to be preserved and fee title or conservation easement shall be granted to CDFG or other CDFG-approved non-profIt entity

Alternatively the preservation ofMohave ground squirrel habitat could be accomplished through elimination ofcattle grazing on lands owned by LlDWP in Jnyo County vvithin the geographic range ofMohave ground squirrel andor restomtion ofnative vegetation within the range and in habitat suitable for Mohave ground squirrel on LADWP public or state lands in Jnyo County In either case LADWP

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U~~~fer e title or a cOflservatiofl easemeflt oler the Habitat ManagemeBt Laads to ~rt~rms approved by the CDFG AlteFflatit-ely the traflsfer mad be to

another public entity or not profit corporation appro led by the CDFG d t) approed by the CDFG 1lfrer erms

bull A pre-construction environmental education program shall be conducted for all persons working on the project The education program shall include identification of sensitive biological resources on-site terms and conditions of the Incidental Take Permit and the California Endangered Species Act

bull Impacts to sanicle cyrnopterus shall be avoided where feasible through project redesigIl In particular Trench T 2 contains hve clusters of sanicle cyrnopterus If redesigIl of Trench T 2 to atOid impacts to sanicle cymopterus is not feasible a mitigation plan shall be negotiated with and approed by CDFG

bull Sanicle cymopterus populations near proposed geotechnical testing sites shall be flagged by a qualified biologist prior to testing activities and avoided by project personnel

bull A qualified biological monitor familiar with sanicle cymopterus shall be on-site during testing activities in the vicinity of this species

bull Project boundaries shall be clearly delineated prior to construction Existing roads shall be used to the greatest extent possible All project-related parking and equipment storage shall be confined to previously disturbed areas

bull A qualified biological monitor familiar with Mohave ground squirrel shall be on-site to monitor trenching and boring activities

bull Trash and food items shall be removed from the site daily and disposed ofproperly to avoid attracting ravens a common predator of the Mohave ground squirrel

bull Ramps shall be provided in trenches to allow animals to escape

bull All temporarily affected areas that were previously vegetated shall be restored with native plant species to accelerate recovery

bull During construction and at the completion of construction activities monthly and final compliance reports shall be provided to CDFG documenting the effectiveness of mitigation measures and the level of take associated with the project

bull Water from well-pump testing shall be discharged to the ground in Mohave ground squirrel habitat areas

bull Because project activities will disturb Mohave ground squirrel habitat in a recognized core area for the species land acquisition to compensate for habitat loss should focus on private or BLM disposal lands within the CosoOlancha core area ELM disposal lands west of the North Haiwee Dam (828 acres) are within the CosoOlancha core area and should be considered the top priority mitigation lands If land acquisition is not possible or proves difficult in CosoOlancha core area then land should be acquired in one ofthe following alternative areas (listed in order ofpreference)

1 In the Little Dixie Wash core area Kern County 2 In the corridor connecting the CosoOlancha core area and the Little Dixie Wash

core area 3 Adjacent to the CosoOlancha core area in Inyo County and 4 In the corridor connecting the Little Dixie Wash core area and the Edwards Air

Force Base Core Area in Kern County

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 21

bull An authorized biologist or monitor shall guide project equipment around active ground squirrel burrows to reduce the likelihood of taking individual Mohave ground squirrels and minimize habitat disturbances

bull If a live Mohave ground squirrel is unearthed during project activities the Authorized Biologist shall rescue the squirrel and if it is the squirrels active period release it at least 50 meters from project activities If it is the squirrels dormant period then the biologist should construct an artificial burrow at least 50 meters from project activities and place the squirrel in the artificial burrow

bull Individual Joshua trees shall be avoided to the greatest extent possible Compensation for impacts to Joshua tree woodland shall be negotiated with CDFG prior to groundshydisturbing activities

bull Compensation for impacts to Mohave riparian forest shall be negotiated with CDFG prior to ground-disturbing activities

In addition to ensure that project impacts to other special-status wildlife species and Jurisdictional Waters and Wetlands would be mitigated to less than significant the following additional mitigation measures are recommended

bull Conduct pre-construction protocol surveys for desert tortoise Pre-construction surveys should be conducted no more than 30 days prior to construction operations Standard protocol language includes Protocol surveys for desert tortoise will follow the guidelines for linear projects stipulated in the Pre-Project Field Survey Protocol for Potential Desert Tortoise Habitats (USFWS 2010) As stated in this guideline a 10 meter wide belt that transects with 100 percent coverage would be conducted in all habitats capable of supporting the desert tortoise within the project area Ifneither tortoises nor sign are encountered during the Action Area surveys three additional 10 meter belt transects at 200 meter intervals parallel to the project area will be surveyed Surveys for determination of presence or absence are restricted to the desert tortoises active period which is April through Mayor September through October and at temperatures below 40 degrees Celsius

bull Should a desert tortoise burrow be observed during pre-construction surveys and the end is not visible the burrow should be scoped for tortoise occupancy All unoccupied burrows should be collapsed Should a live desert tortoise be observed during preshyconstruction surveys above- or below ground desert tortoise fencing must be installed around project work areas excluding access roads Tortoise fencing will avoid occupied burrows iffound Fence installation will require two desert tortoise clearance surveys within the exclusion area prior to beginning construction operations Any tortoises found within the exclusion fence the exclusion fence will be re-designed to exclude the tortoise from the project work area No handling of tortoises is permitted

bull A biological monitor is recommended for the duration ofproject construction operations Should a tortoise be observed during construction operations project activities will temporarily cease in the immediate area and allow the tortoise to move on its own accord

bull In accordance with federal and California State Endangered Species Acts the contractor shall immediately report all observations of desert tortoise or any listed species to LADWP Environmental Services and take care not to take or harass the species A LADWP Environmental Service Representative will inform appropriate federal and State resource agency personnel of the sighting

bull Implement pre-construction surveys and construction monitoring to minimize impacts to badger

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 22

bull For any construction activities scheduled to occur during the nesting season (typically February 15 to July 31) pre-construction surveys should be conducted to identify any nesting birds If active nests are identified determine whether proposed activities within 200 feet could cause found nests to fail

Cultural Resources

bull Trenching boring and well locations in areas outside ofpreviously surveyed areas such as T -7 (EDA W 2003b) require a pedestrian archaeological survey and ifapplicable a record search prior to construction activities All activities shall be located to avoid historic and archaeological resources

bull Trenching and boring locations shall be located to avoid known historic or archaeological resources-in particular the historic and cultural resources at Trenches T-4 and T-5 and the geotechnical borings in and around CA-INY-22435703 CA-INYshy4591H HD-CS-OOIH (now CA-INY-6574) HD-CS-005H CA-INY-6575 (formerly HD-CS-002H) CA-INY-6577 and CA-INY-6585 shall be flagged for avoIdance A qualified archaeologist shall be retained to assist with determining acceptable location parameters for these trenches and borings The archaeologist is authorized to delineate the loci of the existing resources at Trenches T -4 and T -5 by use ofsmall-shovel test pits

bull A qualified cultural resources monitor shall be on-site during ground-disturbing activities at the adjusted Trench T-4 and T-510cations and at the borings in and around known cultural resources The cultural resources monitor shall have the authority to halt or redirect construction ifnew significant cultural resources are found

BE IT FURTHER RESOLVED that this Board fmds that with the implementation of the above mitigation measures potential impacts to air quality biological resources and cultural resources will be less than significant

BE IT FURTHER RESOLVED that this Board has reviewed and considered the information as contained in the proposed Addendum and that the Addendum reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board adopts the Addendum requires implementation of the mitigation measures adopts the Mitigation Monitoring and Reporting Plan approves the Geotechnical Investigations for the North Haiwee Dam No2 Project and approves the payment for permit and mitigation costs associated with this project

BE IT FURTHER RESOLVED that LADWP shall file a Notice of Determination with the Inyo County Clerk that finds that this Board has adopted the Addendum for the project that the Board has required implementation of the mitigation measures for the project that the Board has adopted the Mitigation Monitoring and Reporting Plan for the project and that there is no substantial evidence in light of the whole record that the project may have a significant effect on the environment

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of the record of proceedings for this project

ITEM NO 30 - Recommends approval of the Grid Reliability Study dated December 31 2010 that is required per Section 3B3 of the Once-Through-Cooling Policy Upon approval LADWP will fmalize and submit the Study to the State Water Resources Control Board and the Statewide Advisory Committee on Cooling Water Intake Structures Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Power System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 23

RESOLUTION NO 011-187

WHEREAS the Los Angeles Department of Water and Power (LADWP) has an obligation to provide adequate and reliable electricity service to its customers in The City of Los Angeles and

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners approves the Grid Reliability Study (GRS) dated December 31 2010

BE IT FURTHER RESOLVED that LADWP may use this GRS for submission to any agency or entity requiring LADWP to submit a reliability study

ITEM NO 31- Authorizes execution of Amendment No1 to Short Form IRU-12 Lease Agreement (Agreement No FO-500-092007) with Fox Entertainment Group Inc to continue to provide the Indefeasible Right of Use of a certain component of the LADWPs fiber optic network between 10351 Santa Monica Boulevard Los Angeles and Building 101 10201 Pico Boulevard Los Angeles The term ofAgreement is amended to five yeats Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-188

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 subordinate agreement to Optical Fiber Lease Agreement No FO-293-042004 (Master Agreement) between the Department of Water and Power of the City of Los Angeles (LADWP) and Fox Entertainment Group Inc was approved by the General Manager and became effective on January 18 2008 grants to Fox Entertainment Group Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 has an initial term of three (3) years which expired on January 18 2011 and

WHEREAS both the LADWP and Fox Entertainment Group Inc desire to extend the term of Short Form IRU-12 Lease Agreement No FO-500-092007 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No I to Short Form IRU-12 Lease Agreement No FO-500-092007 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Fox Entertainment Group Inc be and the same is hereby approved and ratified

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 the Assistant Secretary or the Acting Secretary ofthe Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 for and on behalfofLADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 24

ITEM NO 32 - Authorizes execution ofAmendment No1 to Short Form IRU-08 Lease Agreement (Agreement No FO-609-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network between One Wilshire 4th Floor MMR or MDF Room 624 South Grand Avenue Los Angeles California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to five years Submitted by ChiefOperating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-189

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-0l2006 (Master Agreement) between the Department ofWater and Power of the City of Los Angeles (LADWP) and Sohonet Inc was authorized by Board Resolution No 010-213 on February 22010 grants Sohonet Inc the Indefeasible Right ofUse ofa certain component ofthe LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 has an initial term of one (1) year which is set to expire on February 16 2011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-08 Lease Agreement No FO-609-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-08 Lease Agreement No FO-609-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 for and on behalfofLADWP

ITEM NO 33 - Authorizes execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement (Agreement No FO-610-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse ofa certain component of the LADWPs fiber optic network between ADS 948 Cahuenga Boulevard Hollywood California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to two years Submitted by Chief Operating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-190

WHEREAS this Short Form IRU-09 Lease Agreement No FO-61O-1212009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-01l2006 (Master Agreement) between the Department of Water and Power ofthe City of Los Angeles (LADWP) and Sohonet Inc was approved by the General Manager and became effective on February 19 2010 grants Sohonet Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 25

WHEREAS this Short Form IRU-09 Lease Agreement No FO-61 0-122009 has an initial term ofone (1) year which is set to expire on February 192011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-09 Lease Agreement No FO-610-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU -09 Lease Agreement No FO-61 0-122009 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 for and on behalfofLADWP

ITEM NO 34 - Authorizes execution ofAmendment No 1 to Purchase Order 49019-1 (New Agreement No 47003) with Phimation Strategy Group for consulting services for change management efforts and training This Amendment increases contract amount by $235750 and extends the contract one year All other contract terms remain the same Submitted by Chief Operating Officer

RESOLUTION NO 011-191

WHEREAS the Los Angeles Department of Water and Power (hereinafter referred to as LADWP) and Phimation Strategy Group (hereinafter referred to as Consultant) entered into a contract wherein Consultant agreed to assist the General Managers Office (GM) to conduct change leadership training and culture change program and

WHEREAS effective September 13 2010 the LADWP and Consultant entered into Purchase Order Agreement No 49019-1 (which together with all amendments and supplements thereto hereinafter shall be referred to as the Agreement) and

WHEREAS the LADWP proposes to execute Amendment No1 to Purchase Order 49019-1 to extend the term through February 122012 and

WHEREAS the LADWP proposes to amend Purchase Order 49019-1 to increase the contract amount from $149000 to $384750 converting the General Manager Award to a Board Award (New Agreement No 47003) and

WHEREAS the amendment is necessary and proper to continue or complete certain activities authorized under the Agreement

NOW THEREFORE BE IT RESOLVED that the LADWP and Consultant agree to amend the Purchase Order Agreement No 49019-1 as follows

Make an administrative change in the Agreement number from 49019-1 to 47003 2 The term ofthe Agreement has been extended through February 122012 3 The total cost ofthe Agreement is increased by $235750 for a maximum expenditure

limit of $384750

1

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 26

4 Add Line Item 002 to read as follows Change Leadership Training and Culture Change Program - Additional Services as described in Service Definition All not-to-exceed $235750

5 Delete and replace terms under Page 2 Service Definition 6 Delete and replace terms described under Pages 2-3 Invoice and Payments 7 Delete terms under Pages 3-4 Itemized Expenses in its entirety 8 Delete and replace terms described under Page 9 Termination

BE IT FURTHER RESOLVED that pursuant to City Charter Section 371 (e)(2) the use of competitive bidding for this agreement is not practicable or advantageous because the work to be performed is of an expert professional temporary and occasional character

BE IT FURTHER RESOLVED the Board finds in accordance with Charter 1022 of the Los Angeles City Charter that the services to be performed under this contract can be more economically and feasibly performed by an independent contractor than by City employees

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under this Agreement and

BE IT FURTHER RESOLVED that the President or 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 of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalfofLADWP

ITEM NO 35 - Awards Amendment No2 to Contract No 969 to Furnish and Deliver Tires and Tubes to TCI Tire Centers LLC for a cooperative purchase with City ofLos Angeles Department of General Services Division Contract No 58289 The amendment will increase the second optional period by $1012595 All other contract tenns shall remain the same Submitted by Chief Operating Officer and Chief Administrative Officer

RESOLUTION NO 19362

WHEREAS TCI Tire Centers LLC was awarded Contract No 969 a cooperative purchase to City ofLos Angeles Department of General Services Division Contract 58289 for furnishing and delivering of tires and tubes and

WHEREAS the Los Angeles Department of Water Power (LADWP) utilizes Contract No 969 to provide routine maintenance to LADWPs motor pool and

WHEREAS LADWPs Joint System recommends Amendment No2 to Contract No 969 with TCI Tire Centers LLC to increase the second optional period by $101259500 to $180000000 and

WHEREAS Contract No 969 is coterminous with the City ofLos Angeles Contract No 58289 which expires on May 31 2011 No additional time is needed

NOW THEREFORE BE IT RESOLVED that Amendment No2 to Contract No 969 is approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee is hereby authorized and directed to draw demands upon the Water and Power Revenue Funds in accordance with the terms of this amendment awarded pursuant to Contract No 969 and this resolution

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 27

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 themiddot Acting Secretary of the Board are hereby authorized and directed to execute said contract for and on behalf ofLADWP

ITEM NO 36 - Authorizes execution ofa Purchase and Sale Agreement ofReal Property at 12655 Garber Street Pacoima California for the Water Systems Garber Street Recycled Water Tank Project for the purchase price of$350000 plus closing and incidental expenses (Real Estate File W-36943) Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-192

W-36943 (Purchase ofFee Property Required for the Garber Street Recycled Water Tank)

WHEREAS the Los Angeles Department of Water and Power (LADWP) would like to acquire a parcel of land (which includes a residence) for the Garber Street Recycled Water Tank and

WHEREAS the LADWP has identified property owned by Jules M Adger (Seller) located at 12655 Garber Street Pacoima California which LADWP desires to acquire and

WHEREAS the Board ofCommissioners of the Los Angeles Department of Water and Power has the authority pursuant to Los Angeles City Charter Section 675(d)(1) to acquire by purchase all real property convenient for LADWP purposes

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners hereby approve substantially as to form the Purchase and Sale Agreement between LADWP and the Seller and

BE IT FURTHERRESOLVED 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 directed and empowered to execute said Purchase and Sale Agreement for and on behalf of the LADWP The Manager ofReal Estate is authorized empowered and directed to execute Escrow Documents and other related documents for and on behalf of the LADWPand

BE IT FURTHER RESOLVED that the Chief Accounting Employee ofLADWP upon proper certification is hereby authorized and directed to authenticate a demand or demands upon the proper revenue fund for payment of the $350000 purchase price plus closing and incidental expenses at least five days prior to the close ofescrow

ITEM NO 37 - Approves payment of $33890899 to the State ofCalifornia Department of Industrial Relations for Workers Compensation Self-Insurance Program administration fees for Fiscal Year 2010-201 L Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-193

WHEREAS the City of Los Angeles Department of Water and Power (LADWP) is selfshyinsured and self-administered for its workers compensation liability

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 28

BE IT RESOLVED that the payment ofWorkers Compensation Self-Insurance Program administration fees for the Fiscal Year 2010-2011 as assessed by the State of California Department of Industrial Relations in their invoice dated November 302010 is $33890899 and pursuant to California Labor Code Sections 625 and 626 is authorized and directed

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to authenticate a demand on the Water Revenue Fund in payment of the above fees arising from the requirements of California Labor Code 625 and 626

ITEM NO 39 - Approves the water quality improvement demand side management reclaimed water and water security expenditures for the twelve month period commencing July 1 2011 Submitted by Chief Operating Officer Interim Chief Financial Officer and

Senior Assistant General Manager - Water System

RESOLUTION NO 011-194

WHEREAS Water Rates Ordinance No 170435 as amended by Ordinance Nos 171639 173017 175964 177968 and 179802 authorizes the recovery of certain qualified Board approved expenditures for Water Quality Improvement Programs through the Water Quality Improvement Adjustment Factor for Demand Side Management and Reclaimed Water Programs through the Water Procurement Adjustment Factor and Water Security costs through the Water Security Adjustment Factor

NOW THEREFORE BE IT RESOLVED that the Board approves Schedules A B C and D which are on file with the Secretary of the Board which describe and identifY (A) water quality expenditures totaling $3374 million (B) demand side management expenditures totaling $310 million (C) reclaimed water expenditures totaling $761 million and (D) water security expenditures totaling $686 million for the twelve-month period from July 1 2011 through June 30 2012

ITEM NO 40 - Authorizes the issuance ofa maximum of $350 million of Water System Refunding Revenue Bonds for the purpose of refinancing higher interest rate bonds with lower interest rate bonds Council approval is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 4831

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMISSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing ofUp to $350000000 Pursuant to Section 609 of The Charter ofThe City ofLos Angeles Through the Issuance of

Revenue Bonds Payable from the Water Revenue Fund

Resolution No- 4831

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City of Los Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power ofthe City of Los Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter of The City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Water Revenue Fund to evidence the indebtedness created by such borrowing

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 29

Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations of the Department payable from the Water Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

THREE HUNDRED FIFTY MILLION DOLLARS ($350000000)

and said Bonds are to be issued in one or more series or sub series at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number of days elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer ofthe Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 ofOrdinance No 172353 of the City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 of Division 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale ofeach series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with respect to the Bonds shall not exceed ten percent ofthe principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 ofthis Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest costfor the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number ofdays elapsed

Section 9 The authorization ofthe issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance ofbonds on account of the Water System heretofore made by resolution of this Board

Section 10 The Secretary ofthis Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices ofthe Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office ofAdministrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 30

ITEM NO 41-Authorizes the issuance ofa maximum of$I5 billion ofPower System Refunding Revenue Bonds to refinance or replace existing Power System Revenue Bonds mostly set with higher interest rates with lower rates thereby lowering LADWPs cost of debt Council approval is required Submitted by ChiefOperating Officer and Interim Chief Financial Officer

RESOLUTION NO 4830

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMSSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing of Up to $1500000000 Pursuant to Section 609 of The Charter of The City of Los Angeles Through the Issuance of

Revenue Bonds Payable from the Power Revenue Fund

Resolution No 4830

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City ofLos Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power of the City ofLos Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter ofThe City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Power Revenue Fund to evidence the indebtedness created by such borrowing

Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations ofthe Department payable from the Power Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

ONE BILLION FIVE HUNDRED MILLION DOLLARS ($1500000000)

and said Bonds are to be issued in one or more series or subseries at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of 365 days for the actual number ofdays elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer of the Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 of Ordinance No 172353 ofthe City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 ofDivision 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale of each series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 31

is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with re~pect to the Bonds shall not exceed ten percent of the principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 of this Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of365 days for the actual number of days elapsed

Section 9 The authorization of the issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance of bonds on account of the Power System heretofore made by resolution of this Board

Section 10 The Secretary of this Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices of the Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office of Administrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

ITEM NO 42 - Authorizes execution of Agreement No 47582 with Dewey amp LeBoeufLLP for Legal Services related to Merger and Acquisition Transactions to divestiture of power assets and the potential acquisition of non-carbon replacement assets The total amount not to exceed $1000000 for a term ofeighteen months Submitted by Chief Operating Officer and General Counsel

RESOLUTION NO 011-195

WHEREAS the Office of the City Attorney (City Attorney) on behalf ofthe Los Angeles Department of Water and Power (LADWP) solicited requests for proposals from law firms to assist the City Attorney in providing LADWP advice and representation in matters related to the Departments merger and acquisition transactions (M amp A) to divestiture ofpower assets and the potential acquisition of non-carbon replacement assets

WHEREAS the City Attorney selected the law finn of Dewey amp LeBoeuf LLP from a competitive bidding process for providing the necessary legal services and

WHEREAS the City Attorney finds that an appropriation of$lOOOOOO for a period of eighteen months is necessary at this time to manage anticipated M amp A transactions

BE IT RESOLVED that in compliance with City Charter Section 1022 the Board of Water and Power Commissioners of the City ofLos Angeles (Board) finds it is more feasible to have the assistance ofoutside counsel due to the complexity of and the expertise required for the aforementioned transactions

BE IT FURTHER RESOLVED the President or 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 of the Board be and they are hereby authorized and directed to execute Agreement No 47582 (or one in substantial form and content as the one submitted herewith as determined by the City Attorney) for and on behalf ofLADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 32

BE IT FURTHER RESOLVED that the Chief Accounting Employee of LADWP upon proper certification be and is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under said Agreement

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 48 - Reports were given by Management concerning matters relating to Department operations as follows

a) Integrated Resource Plan Update (Michael Webster Power Engineering Manager)

b) Renewable Portfolio Standard Project Update

Deemed accepted

c) 2010 Urban Water Management Plan (Tom Erb Director of Water Resources)

Written recommendations approved by the General Manager transmitting the following resolutions approved as to form and legality by the City Attorney

ITEM NO5 - Approval of the minutes of the January 4 2011 regular meeting of the Board of Water and Power Commissioners

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO6 - Authorizes award of Specification No 199 to Furnish and Deliver Meters Cold Positive Displacement Type to Neptune Technology Group Inc for a total amount not to exceed $22692293 for a term of one year with two optional one-year periods Submitted by Chief Operating Officer Senior Assistant General Manager - Water System and Chief Administrative Officer

RESOLUTION NO 19363

WHEREAS this contract is to furnish and deliver Meters Cold Positive Displacement Type and

WHEREAS Neptune Technology Group Inc is the lowest compliant bidder under Specification No 199 and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Water System recommends that Neptune Technology Group Inc be awarded a contract under Specification No 199

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 33

NOW THEREFORE BE IT RESOLVED that Neptune Technology Group Inc is awarded Contract No 199 for a total maximum amount not to exceed $2269229300 which includes all optional periods for a term of one-year with two optional one-year extensions under Specification No 199 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the President or Vice President 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 contract for and on behalf of the LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 199 and this Resolution

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO7 - Authorizes award of Specification No 217 to Furnish and Deliver Broadcaster Network Equipment and Software to Evertz Microsystems Ltd for a total amount not to exceed $4750000 for a term of one year with four optional one-year periods Council approval is required Submitted by Chief Operating Officer and Chief Administrative Officer RESOLUTION NO 19364

WHEREAS the Los Angeles Department of Water and Power (LADWP) identified broadcaster video network service as an innovative growth opportunity serving Los Angeles extensive entertainment industry and developed the VideoMAN infrastructure and

WHEREAS this contract is to furnish broadcaster video network equipment and software providing LADWP with the spares and upgrades to meet the demands for this service and

WHEREAS without a contract the LADWP will not be able to support its existing customers and will suffer customer and revenue loss and

WHEREAS LADWPs Joint System recommends a sole source contract be awarded to Evertz Microsystems Ltd (Evertz) the manufacturer of the original equipment and

WHEREAS this contract combined with previous contracts with Evertz constitutes continued contracting exceeding the three year time period set by Ordinance

THEREFORE BE IT RESOLVED that Evertz Microsystems Ltd is awarded a sole source contract under City Charter Section 371(e)(7) for a total amount not to exceed $475000000 which includes all optional periods for a term of one year with four optional one-year periods under Specification No 217 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to draw demands on the Water and Power Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 217 and this resolution

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 34

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Agreements for and on behalfof LADWP after approval by the Los Angeles City Council pursuant to Administrative Code 105

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 20 - Authorizes execution of Confidentiality Agreement DWP No BP 11-001 with California High-Speed Rail Authority in order to assist in its design and development of the California High Speed Rail Project for a term of three years and at no cost Submitted by Chief Operating Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 011-196

WHEREAS California High Speed Rail Authority (CHSRA) desires to engage in a Cocentidentiality Agreement with the Los Angeles Department of Water and Power (LADWP) to maintain proprietary matters confidential for security purposes and

WHEREAS LADWP and CHSRA recognize that utility infrastructure information must remain confidential for security purposes and

WHEREAS CHSRA needs to review the confidential information ofLADWP to design and develop the California High-Speed Train Project The expiration will be three years from the date ofapproval

NOW THEREFORE BE IT RESOLVED that the Confidentiality Agreement DWP No BP 11-001 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and High Speed Rail Authority be and the same is hereby approved and

BE IT FURTHER RESOLVED that the President or the Vice President of the Board or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized and directed to execute the Agreement for and on behalf of LAD WP

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 21- Authorizes execution ofAmended Memorandum of Understanding on Imperial Valley Geothermal Feasibility and Exploration LADWP No BP 09-025A with the Imperial Irrigation District Southern California Public Power Authority and the Cities of Burbank Glendale Colton and Pasadena The amendment will change a number of provisions in the MOU including adding 160 acres ofLADWP owned property LADWP expenditures will not exceed $18 million and the term is for six years from 2011 to 2016 Submitted by ChiefOperating Officer and Senior Assistant General Manager - Power System

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RESOLUTION NO 011-197

WHEREAS the original Memorandum ofUnderstanding (MOU) of Imperial Valley Feasibility and Exploration LADWP No BP 09-025 among the Los Angeles Department of Water and Power (LADWP) Imperial Irrigation District (lID) Cities of Burbank Glendale Colton Pasadena and the Southern California Public Power Authority (SCPPA) was approved by this Board ofWater and Power Commissioners (Board) on September 1 2009 under Resolution No 010-081 and

WHEREAS the Board conditionally approved Geothermal Lease Agreement No1 LADWP No BP 09-028 on September 15 2009 under Resolution No 010-100 upon the prerequisite that LADWP add its procurement policies and procedures to the original MOU and

WHEREAS the lID Board concurrently requested an amendment to the original MOU to incorporate an Exploration Structure Due Diligence Effort as a precondition to its approval of the MOU and

WHEREAS the parties of the original MOU renegotiated the terms and conditions to include an additional 160 acres ofreal property owned by LADWP LADWPs procurement policies and procedures and incorporate a preliminary assessment identified as the Exploration Structure Due Diligence Effort

NOW THEREFORE BE IT RESOLVED that the Amended MOU on Imperial Valley Feasibility and Exploration LADWP No BP 09-025A among LADWP lID Cities of Burbank Glendale Colton Pasadena and SCPP A 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 General Manager or Acting General Manager or such person that the General Manager or Acting General Manager shall designate in writing is hereby authorized and directed to execute the Amended MOU for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the funding for the Imperial Valley Feasibility and Exploration project previously approved by this Board on September 1 2009 under Resolution No 010-081 shall remain in effect subject to the reapportionment identified within the Amended MOU (LADWP No BP09-025A) and related appendices

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person that the General Manager or Acting General Manager designates in writing is hereby authorized to perform all duties and obligations as project manager set forth in the Amended MOU

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising from or related to exploration costs and manage any payment offset or credits for any applicable annual rental payments in accordance with the terms and conditions ofthe Amended MOU on Imperial Valley Feasibility and Exploration (LADWP No BP 09-025A)

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

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ITEM NO 26 - Authorizes LADWPs General Manager to Execute Amendment No 10 Lease PRC 80799 with the California State Lands Commission allowing LADWP to implement gravel cover as Best Available Control Measures on 203 square miles of area on Owens Lake Total costs estimated to be $165473750 and term is December 102010 to May 1 2019 Submitted by Chief Operating Officer and Senior Assistant General Manager shyWater System

RESOLUTION NO 011-198

WHEREAS the Los Angeles Department of Water and Power (LADWP) as part of construction and implementation of the Owens Lake Dust Mitigation Program (OLDMP) has implemented dust mitigation measures and constructed facilities on portions of Owens Lake on sections of State land under the jurisdiction of the California State Lands Commission (CSLC) and

WHEREAS OLDMP activities have been allowed among other authorizations under Lease PRC 80799 and its nine amendments with CSLC and

WHEREAS LADWP is required by the Great Basin Unified Air Pollution Control District (GBUAPCD) to implement OLDMP Phase 8 gravel cover as Best Available Control Measures by November 6 2012 on certain sections of State land under the jurisdiction of CSLC and

WHEREAS on December 102010 CSLC approved Lease PRC 80799 Amendment No 10 that incorporates activities of the OLDMP Phase 8 into Lease PRC 80799 and

WHEREAS CSLC has sent Lease PRC 80799 Amendment No 10 for execution by the General Manager ofLADWP and

WHEREAS the cost of complying with the lease conditions such as purchase of Carbon OffsetslRenewable Energy Public Trust Value mitigation and Attorneys Fees commitment in Lease PRC 80799 Amendment No10 require the City of Los Angeles Board of Water and Power Commissioners approval and

WHEREAS the cost of complying with the lease conditions is estimated to be $165473750 and

WHEREAS Lease PRC 80799 and the first eight amendments duration is for 20 years and covers LADWPs various dust control measures operations and activities from May 1 1999 to May 12019 and

WHEREAS Lease PRC 80799 Amendment No 9s duration is for three years from June 28 2010 or until such time as a Master Plan for Owens Lake is approved by the CSLC and covers LADWPs tillage dust control measures operations and activities and

WHEREAS Lease PRC 80799 Amendment No 10s duration is from December 102010 to May 12019 and

NOW THEREFORE BE IT RESOLVED that Lease PRC 80799 Amendment No1 0 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between the Department of Water and Power of the City of Los Angeles and the California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratify and execute said lease amendment for and on behalf of the LADWP

Approval moved by Commissioner Parfrey

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 37

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey

Noes None

ITEM NO 38 - A written recommendation was received from the Chief Operating Officer and Interim Chief Financial Officer approved by the General Manager recommending the adoption of a resolution approved as to form and legality by the City Attorney authorizing execution ofAgreement No47002 with P A Consulting Group Inc to analyze and assist the Los Angeles Department ofWater and Power to develop a revenue requirement and rate structure

This item was withdrawn

ITEM NO 43 - Adopts an ordinance by the Council of the City ofLos Angeles transferring surplus money from the Power Revenue Fund to the City Reserve Fund during the 20102011 fiscal year the sum of$258815000 Council approval by ordinance is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 011-199

BE IT RESOLVED

1 That the Charter provides that this Board may after the close ofa fiscal year consent to a transfer of surplus money from the Power Revenue Fund to the Reserve Fund of the City based on audited financial data and

2 That this Board finds and determines after first considering and subject to all covenants made by the Department with respect to transfers from the Power Revenue Fund that there is surplus money in the Power Revenue Fund as of the close of fiscal year 200911 0 and consents to the transfer of $258815000 of said surplus money to the Reserve Fund of the City during fiscal year 201011 and pursuant to the terms ofthis resolution and

3 That this Board does further consent that the Council ofThe City ofLos Angeles adopt an ordinance in words and figures substantially as follows to wit

ORDINANCE NO

An ordinance directing the transfer of surplus money from the Power Revenue Fund of the Department of Water and Power to the Reserve Fund ofThe City of Los Angeles during Fiscal Year 20 WIll

THE PEOPLE OF THE CITY OF LOS ANGELES DO ORDAIN AS FOLLOWS

Section 1 Subject to audited fmancial data for fiscal year ended 200910 and all covenants made by the Department of Water and Power (Department) with respect to transfers from the Power Revenue Fund and subject to there having been and only to the extent that there was surplus money in the Power Revenue Fund at the close of the 200910 fiscal year and subject to the declaration ofconsent adopted by the Board of Water and Power Commissioners it is hereby directed that $258815000 be transferred from the Power Revenue Fund of the Department to the Reserve Fund of the City during the 201011 fiscal year

Section 2 The City Clerk shall certify to the passage of this ordinance and have it published in accordance with Council policy either in a daily newspaper circulated in the City of Los Angeles or by posting for ten days in three public places in the City ofLos Angeles one copy on the bulletin board located in the Main Street entrance to the Los Angeles City Hall

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 38

one copy on the bulletin board located at the Main Street entrance to the Los Angeles City Hall East and one copy on the bulletin board located at the Temple Street entrance to the Los Angeles County Hall ofRecords

BE IT FURTHER RESOLVED that after the adoption of an ordinance as set forth in (3) above the Chief Accounting Employee of this Department is directed upon certification by the General Manager to cause to be transferred $129407000 within 10 days after the effective date of the ordinance in one lump sum payment from the Power Revenue Fund of the Department to the Reserve Fund ofthe City and to cause to be transferred the remaining amount in equal monthly installment payments from the Power Revenue Fund of the Department to the Reserve Fund of the City so that by June 30 2011 $258815000 has been paid Such transfers shall be made only after the City has paid the Power Revenue Fund all monthly charges for power services for which the City was billed by the Department

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 44 - Authorizes execution ofAgreement No WR 10-1030 with the Los Angeles Department ofPublic Works Bureau of Sanitation and West Basin Municipal Water District for Recycled Water Services to the Los Angeles Harbor Area for the design construction and operation of the facilities needed to produce and convey 9300 acre-feet per year of recycled water to LADWPs large industrial and irrigation customers LADWP will fund up to $111979472 for new and existing capital improvements and the initial term ofthirty years which may be extended in increments often years Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-200

WHEREAS one of the primary goals of the Los Angeles Department ofWater and Power (LADWP) is to ensure that the City of Los Angeles (City) has a reliable water supply and

WHEREAS in response to the Citys potable water supply challenges LADWP in 2008 prepared the Water Supply Action Plan titled Securing LAs Water Supply that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

WHEREAS LADWP entered into a 25-year agreement (adopted by the Board under Resolution No 91-0344) with the Los Angeles Department ofPublic Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) on June 3 1991 which allows WBMWD to purchase secondary effluent from the PW BOS Hyperion Treatment Plant (HTP) and in exchange LADWP is allowed to purchase 25000 AFY of tertiary treated Title 22 recycled water from WBMWD at an amount no greater than WBMWDs actual cost to produce and reconvey the recycled water back to LADWP and

WHEREAS WBMWD owns and operates the Juanita Millender-McDonald Carson Regional Water Recycling Plant (CRWRP) located in the City of Carson just north of the LADWP service area and

WHEREAS the Harbor Refineries Recycled Water Pipeline Project currently being constructed will provide the delivery method for recycled water in the Los Angeles Harbor Area to large industrial and irrigation customers and will include a point-of-connection at the Los Angeles City boundary with the City of Carson and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 39

WHEREAS to accomplish delivery of nitrified Title 22 recycled water to Los Angeles Harbor Area customers new treatment facilities need to be constructed at the CRWRP including expansion of the nitrification treatment facilities at the CRWRP as well as the construction of a pipeline in the City of Carson to a point-of-connection at the boundary to the City of Los Angeles and

WHEREAS PWBOS agrees to supply secondary effluent from the HTP to WBMWD and LADWP agrees to purchase tertiary treated disinfected nitrified Title 22 recycled water from WBMWDand

WHEREAS WBMWD has agreed to provide a reliable source of nitrified Title 22 recycled water to the Los Angeles Harbor Area and

WHEREAS the facilities being built by WBMWD and the dedicated current facilities owned by WBMWD to assist LADWP with supplying recycled water will benefit the citizens of Los Angeles for 30 years

NOW THEREFORE BE IT RESOLVED that the proposed Agreement approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP PWBOS and WBMWD be and the same is hereby approved and

BE IT FURTHER RESOLVED that the ChiefAccounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of the obligations arising under this Agreement

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Agreement No WR 10-1030 for and on behalf of LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee will recognize the funds paid to WBMWD to construct to expand and to dedicate WBMWDs assets so as to have the ability to serve LADWP shall be accounted for as a regulatory asset of the Water System that will be amortized over the life of the project which is 30 years

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 45 - Authorizes execution ofAmendment No 1 to Agreement with Los Angeles Public Works Bureau of Sanitation and West Basin Municipal Water District (Resolution No 91-0344) This Amendment supports the City of Los Angeles commitment to maximize the reuse ofwastewater effluent for beneficial reuse The term remain the same Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-201

WHEREAS in response to the City of Los Angeles (City) potable water supply challenges LADWP in 2008 prepared Securing LAs Water Supply a water supply action plan that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 40

WHEREAS LADWP has identified the potential for significant amounts of recycled water usage for industrial purposes in the Los Angeles Harbor Area (Harbor Area) and

WHEREAS there is an existing agreement adopted by the Board under Resolution No 91-0344 (Agreement) among and between LADWP the Los Angeles Department of Public Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) that allows for the conveyance ofsecondary effluent produced at the PWBOS Hyperion Wastewater Treatment Plant (HTP) to the WBMWD Edward C Little Water Recycling Plant (ECL) in EI Segundo California for tertiary treatment and subsequent beneficial reuse and

WHEREAS to provide recycled water to the Harbor Area and to adjacent areas Amendment No 1 to Agreement (Amendment) is necessary to increase WBMWDs secondary effluent wastewater conveyance capability by expanding their existing pump station located at the HTP to a planned ultimate capacity of 70 million gallons per day (MGD) to convey secondary effluent from HTP to ECL and

WHEREAS the PWBOS has the resources and technical expertise to perform wastewater source control pollution prevention and the public outreach activities necessary to comply with all required recycled water regulatory requirements imposed by the State of California Department of Public Health and California Regional Water Quality Control Board and

WHEREAS designating PWBOS as the responsible agency to perform source control will ensure compliance with National Pollution Discharge Elimination Systems permit requirements for which PWBOS will be reimbursed by WBMWD

NOW THEREFORE BE IT RESOLVED that the proposed Amendment approved as to form and legality by the City Attorney and filed with the Secretary of the Board to increase secondary effluent wastewater conveyance and to designate PWBOS as the agency responsible for wastewater source control is hereby approved

BE IT FURTHER RESOLVED that the President or Vice President of this Board the General Manager or such person as the General Manager shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of the Board are hereby authorized empowered and directed to execute said Amendment for and on behalfof LADWP

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 46 - A written recommendation was received from the Personnel Relations Committee that the Board approve their report relative to Grievance No B-074-09 filed by Mr James R Cole

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 41

The following items were presented by the Secretary and ordered filed

ITEM NO 47-A - A report from the Interim Chief Financial Officer showing receipts disbursements and cash balances of the Water and Power Revenue Funds for the month ending December 312010 as follows

REVENUE FUNDS (in thousands)

WATER POWER Beginning Balance December 1 2010 $ 281806 $ 688330

ADD Customer Collections 110560 297326 DWP Interfund Transfers 89106 29923 IPP Subordinated Notes 11343 Other City Departments 6040

Total Receipts $ 199931 $ 344632

LESS Payments to Vendors 62276 237418 Bond Redemption and Interest 57863 124941 Payrolls 23817 52513 SewerlUtility Taxes 38316 49427 DWP Interfund Transfers 36036 42291 Other City Departments 8377 Total Disbursements $ 218321 j 514~967

Ending Balance December 31 2010 $ 263416 $ 517995

ITEM NO 47-B - Monthly report ofactivities for the following units

bull Water System (December 2010)

bull Power System (November 2010)

bull Financial Services Organization (November 2010IDecember 2010)

ITEM NO 47-C - Reports for informational purposes

bull Quarterly Status Report on Water Quality Regulatory Compliance Projects

bull Investment Report Quarter Ending September 30 2010

bull Legislative and Regulatory Update

THE BOARD shall recess to closed session for a conference with legal counsel regarding

A Existing litigation in the following matter

1 Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

----~--~~~~~~-~-~~~~-~~- ~~ --------=~=~-~--- --=~~------~-==~~~~~~~==----===

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2 City of Los Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

B Anticipated litigation in the following matters

1 Discussion regarding initiation of litigation (1 case) pursuant to Subdivision (c) of Section 549569 of the California Government Code

2 Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

MEETING RECESSED at 1240 pm

MEETING RECONVENED at 1250 pm

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 lO22 AM Page 43

Los Angeles California February 12011

MINUTES OF CLOSED SESSION OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

HELD IN ROOM 1555-H FEBRUARY 12011

1250 PM

Meeting called to order by President Thomas S Sayles and roll called

Present Commissioners President Sayles Eric Holoman Christina E Noonan Jonathan Parfrey

Absent None

A quorum present

In attendance were the following

Ronald O Nichols General Manager Martin L Adams Director of Water Operations Oscar Alvarez Electrical Engineer Aram H Benyamin Senior Assistant General Manager - Power System Joseph Brajevich Assistant General Counsel Water and Power Dirk Broersma Assistant City Attorney Richard M Brown General Counsel Water and Power Priscila Castillo Deputy City Attorney Michael A Coia Executive Director ofPower System Operations and Maintenance Lonnie Eldridge Deputy City Attorney James B McDaniel Senior Assistant General Manager - Water System Lorraine Paskett Senior Assistant General Manager - Sustainability Programs

and External Affairs Ann M Santilli Interim Chief Financial Officer Mark J Sedlacek Director of Environmental Affairs Kenneth Silver Electrical Service Manager Eskel H Solomon Assistant City Attorney Cecilia KT Weldon Chief Administrative Officer

Also in attendance

David Kim Mayors Office

A CLOSED SESSION was held for a conference with legal counsel regarding

Existing litigation in the following matters

ITEM NO 49 Al Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

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Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$14263507 to Allstate Insurance Company in full and complete settlement ofLADWP Claim Number 1026286

RESOLUTION NO 011-202

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Power Revenue Fund in the sum of $14263507 to be paid in the form ofa draft to Allstate Insurance Company Said payment is in full compromise and complete settlement ofLADWP Claim Number 1026286 which arose out of fire damage to personal and real property at 4333 Griffin Avenue Los Angeles California on September 25 2009 The City Attorney is hereby authorized to deliver said draft to Allstate Insurance Company andor the Law Office of Cuibreth amp Schroeder LLR upon receipt of a properly executed Full Release of All Claims and Request for Dismissal

Seconded by President Sayles and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Anticipated litigation in the following matter

ITEM NO 49 B2 (1st case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$5935695 to Landmark Property Management Group LLC in full compromise and complete settlement ofLADWP Claim Number 1027520

RESOLUTION NO 011-203

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $5935695 to be paid as follows a draft in the amount of $5935695 payable to Landmark Property Management Group LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1027520 which arose out of damage done to the structure known as the Santa Fe Loft Apartments at 121 East Sixth Street Los Angeles on August 5 2010 as the result of a Water System water main break The City Attorney is hereby authorized to deliver said draft to Landmark Property Management Group LLC upon receipt ofa properly executed Full Release of All Claims and Request for Dismissal

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 45

Anticipated litigation in the following matter

ITEM NO 49 B2 (20d case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(l) of Section 549569 of the California Government Code

Discussion held action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$8000000 to National Subrogation Services in full compromise and complete settlement ofLADWP Claim Number 1025898-19

RESOLUTION NO 011-204

BE IT RESOLVED by the Board ofWater and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $8000000 to be paid as follows a draft in the amount of $8000000 payable to National Subrogation Services LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1025898-19 which arose out of damage to the business known as Canyon Beachwear located at 13035 Ventura Boulevard Studio City on September 52009 The City Attorney is hereby authorized to deliver said draft to National Subrogation Services LLC upon receipt of a properly executed Full Release ofAll Claims and Request for Dismissal

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Existing litigation in the following matter

ITEM NO 49 A2 - City ofLos Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

Discussion held - no action taken

Anticipated litigation in the following matter

ITEM NO 49 B2 (3rd case) - Discussion regarding significant exposure to litigation (3 caSes) pursuant to Subdivision (b )(1) of Section 549569 of the California Government Code

Discussion held - action taken but not a final action that was reportable

Anticipated litigation in the following matter

ITEM NO 49 Bl- Discussion regarding initiation oflitigation (l case) pursuant to subdivision (c) of Section 549569 of the California Government Code

Discussion held - no action taken

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REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 46

COMMISSIONER NOONAN moved the meeting be adjourned

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Meeting adjourned at 1 30 pm

An announcement was made in the Board Room regarding adoption ofthree resolutions one pertaining to the settlement of Los Angeles Superior Court Case Number BC448561 and two pertaining to the settlement ofLADWP Claim Number 1027520 and LADWP Claim Number 1025898-19

SIGNED

~AtrufL~~ SECRETARY

ATTEST

vs~ PRES~T

Page 7: Los Angeles, California, February 1,2011 WATER AND POWER

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NOW THEREFORE BE IT RESOLVED that Agreement No 47001 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Program Management International Inc be and the same is hereby approved

BE IT FURTHER RESOLVED that pursuant to Los Angeles City Charter Section 1022 such services covered by this Agreement require specialized and unique expertise and can be performed more feasibly by an independent contractor than by City employees

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 accordance with the terms of this cooperative contract with Program Management International Inc

BE IT FURTHER RESOLVED that the President or Vice President or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or Acting Secretary of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalf of the LADWP

ITEM NO 16 - Authorizes execution of Agreement No 47996 with RRM Design Group to provide architectural and engineering design consultant services for a pre-engineered office and maintenance building for Harbor Generating Station The total amount of this agreement is not to exceed $261467 for a term of two years with a one-year option to renew Submitted by Chief Operating Officer and Senior Assistant General Manager Power System

RESOLUTION NO 011-176

WHEREAS LADWP is required to provide needed office space and to consolidate maintenance and repair operations at the Harbor Generating Station as agreed in a JointlLabor Management meeting and

WHEREAS on May 122010 LADWP released a Request for Proposal RFP 297-10 seeking proposals from qualified and experienced firms to provide architectural and engineering design consultant services for a pre-engineered office and maintenance building for the Harbor Generating Station and six (6) proposals were received in response to the RFP and

WHEREAS LADWP evaluated the six proposals submitted in response to the RFP and based on the evaluation criteria and interviews RRM Design Group was selected as being the best qualified firm and

WHEREAS RRM Design Group has reviewed the services to be provided in accordance with Agreement No 47996 and represents that they have the qualifications expertise skills and abilities to perform such services and

WHEREAS LADWP proposes to enter into Agreement No 47996 with RRM Design Group for design services for a pre-engineered office and maintenance building for two (2) years with a one-year renewal option for a total contract amount not to exceed $261467 which includes a contingency of$12450

NOW THEREFORE BE IT RESOLVED that Agreement No 47996 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between the Department of Water and Power of the City of Los Angeles (LADWP) and RRM Design Group be and the same is hereby approved

BE IT FURTHER RESOLVED that pursuant to Charter Section 1022 such services covered by this Agreement are for expert design services with an emphasis on Leadership in Energy and Environmental Design (LEED) requirements which requires knowledge and skills that are not available within the Department

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BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment ofthe obligations arising under this Agreement

BE IT FURTHER RESOLVED that the President or Vice President 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 of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalf ofLADWP

ITEM NO 17 - Authorizes execution of Amendment No1 to Agreement No 47961 with KEMA Inc for an additional increase of $4500000 and Agreement No 47963 with Capgemini for an additional increase of $1500000 to hire design experts for LADWPs Department of Energy American Recovery and Reinvestment Act Awarded Smart Grid Demonstration Program The Amendment increases the term of both contracts by six months Submitted by Chief Operating Officer Senior Assistant General Manager Power System and ChiefAdministrative Officer

RESOLUTION NO 011-177

WHEREAS Los Angeles Department of Water and Power (LADWP) entered into Agreement No 47961 with KEMA Inc (KEMA) and Agreement No 47963 with Capgemini America Inc (Capgemini) both on or about June 12010 and

WHEREAS LADWP proposes to increase the limit of the KEMA Agreement by $4500000 from $3300000 with a total not-to-exceed limit of $7800000 and increase the limit of the Capgemini Agreement by $1500000 from $2200000 with a total not-to-exceed limit of $3700000 and increase the term of both the KEMA Agreement and the Capgemini Agreement from thirty (30) to thirty-six (36) months

NOW THEREFORE BE IT RESOLVED that Amendment No1 to Agreement No 47961 between LADWP and KEMA and Amendment No1 to Agreement No 47963 between LADWP and Capgemini (collectively the Amendments) each approved as to form and legality by the City Attorney and filed with the Secretary of the Board be and the same are hereby approved

BE IT FURTHER RESOLVED that pursuant to City Charter Section 1022 the Board finds that the services in the Amendments can be performed more feasibly by independent contractors than by LADWP or City employees

BE IT FURTHER RESOLVED that the Board finds that pursuant to City Charter Section 371 (e)(2) that utilizing a competitive process for the Amendments would not be practicable because the Amendments consist of professional and expert services of a temporary and occasional character and because of time constraints under the Department of Energy Smart Grid Grant

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 Acting Secretary of the Board be and they are hereby authorized empowered and directed to execute the Amendments

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 Agreements and the Amendments

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 9

ITEM NO 18 - Authorizes Renewal ofAgreement No 47722-8 with Bentley Systems Incorporated to provide Maintenance Services for Bentley Software License and Maintenance The total amount not to exceed $350000 for the one year renewal for the fourth year Submitted by Chief Operating Officer Senior Assistant General Manager Power System and Chief Administrative Officer

RESOLUTION NO 011-178

WHEREAS the Los Angeles Department of Water and Power (LADWP) Board of Commissioners (Board) requires a sole source Agreement with Bentley Systems Inc (Bentley) to provide maintenance services for the Microstation Software (Microstation) and all other Bentley software tools to maintain enhance and provide proprietary products and services including software maintenance software upgrades technical support services training and renewal of licenses over a period of three (3) years with four (4) one-year renewable options for total expenditures not exceeding $3135716 and

WHEREAS the cost of services included into the one-year extension are not to exceed $350000 and

WHEREAS Bentley Software is part of the LADWPs Computer Aided Design System and is a pivotal component of operations and maintenance for electrical services to the citizens of the City ofLos Angeles (City) and

WHEREAS on the Board at its January 22 2008 meeting passed a resolution that any exercise of any renewal options be approved by the Board prior to its execution and

WHEREAS staff respectfully request that this Board reconsider the previous Boards action and to now simply delegate the authority to exercise the renewal options to the General Manager for the remaining three (3) option years of this agreement at one-year intervals not to exceed a total of$I155000 to stay consistent with other similar software maintenance contracts renewal practice

NOW THEREFORE BE IT RESOLVED that the Board approves the one-year renewal of Agreement No 47722-8 not to exceed $350000 for the fourth year approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between the LADWP and Bentley to provide proprietary professional expert and technical services licensing and software maintenance for Bentley software in the Power System and

BE IT FURTHER RESOLVED that pursuant to Section 1022 of the City Charter the Board finds that such services can be performed more economically or feasibly by independent contractors than by LADWP or City employees due to proprietary nature of the software provided and

BE IT FURTHER RESOLVED that the President or Vice President of the Board the General Manager or such person as the General Manager shall designate in writing and the Secretary the Assistant Secretary or Acting Secretary of the Board are hereby authorized and directed to execute Agreement No 47722-8 for and on behalf of the LADWP and

BE IT FURTHER RESOLVED the Board delegates to the General Manager the authority exercise the remaining three (3) renewal option years of this agreement at one year intervals and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of LADWP upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under said Agreement

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 10

ITEM NO 19 - Recommends approval ofPower Purchase Agreement with PacifiCorp and the City ofLos Angeles DWP No BP 10-011 to purchase wholesale energy and provide station power to Magnum Holdings LLC The estimated revenue for LADWP is $105850 for a term ofthree years Submitted by Chief Operating Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 011-179

WHEREAS PacifiCorp which provides retail electric service in the State ofUtah desires to purchase wholesale energy from the Los Angeles Department of Water and Power (LADWP) and

WHEREAS PacifiCorp (dba Rocky Mountain Power) provides retail electric service under the supervision of the Utah Power Service Commission within its franchised service territories in the State of Utah and

WHEREAS PacifiCorp desires to use the Wholesale Electric Service purchase from LADWP to provide electric service to a retail customer and

WHEREAS PacifiCorp and LADWP desire to enter into an Agreement pertaining to the purchase and sale ofwholesale electric service and

WHEREAS the term of the Agreement shall take effect on the date PacifiCorp provides written notice to LADWP that it has received all regulatory approvals necessary to provide retail electric service to the retail customer described in the Agreement for a term of three years

NOW THEREFORE BE IT RESOLVED that the Power Purchase Agreement (Agreement) DWP No BP 10-011 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and PacifiCorp is hereby approved

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund over the term of the Agreement in payment of the obligations incurred if any

BE IT FURTHER RESOLVED that the President or the Vice President of this Board or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Agreement for and on behalf ofLADWP

ITEM NO 22 - Authorizes execution of Geothermal Lease Agreement No I LADWP No BP 10-010 with the Southern California Public Power Authority for consideration with the modifications including an increase acreage from 2950 acres to 3110 acres and further clarification of Section 23 Council approval by ordinance is required Submitted by Chief Operating Officer and Senior Assistant General Manager Power System

RESOLUTION NO 011-180

WHEREAS the Board of Water and Power Commissioners (Board) conditionally approved Geothermal Lease Agreement No1 LADWP No BP 09-028 Resolution No 010-100 on September 152009 subject to amending the MOU to include a provision to incorporate the Los Angeles Department of Water and Powers (LADWP) procurement policies and procedures for all contracts related to the Exploration Structure Due Diligence Effort and Exploratory work and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 11

WHEREAS the City Council disapproved the Boards action on September 152009 under Resolution No 010-100 authorizing the execution of a 35-year Geothermal Lease Agreement with the Southern California Public Power Authority (SCPP A) as referenced in Council File No 09-2517 because the City Administrative Office recommended a Fiscal Review and Assessment Summary of the cost analysis and potential impacts of the project and

WHEREAS LADWP resubmits Geothermal Lease Agreement No1 LADWP No BP 10-010 between LADWP and SCPPA for consideration with the modifications proposed by the Board and City Council and two additional changes including an increase acreage from 2960 acres to 3110 acres and further clarification ofsection 23

NOW THEREFORE BE IT RESOLVED that Geothermal Lease Agreement No1 LADWP Agreement No BP 10-010 approved as to form and legality by the City Attorney and filed with the Secretary of the Board is hereby approved subject to City Council approval

BE IT FURTHER RESOLVED that Resolution No 010-100 adopted by the Board on September 152009 providing for the conditional approval oflease agreement between LADWP and SCPPA LADWP No BP 09-028 for feasibility exploration and potential development ofLADWP-owned property is hereby rescinded

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person as the General Manager or Acting General Manager shall designate in writing is authorized empowered and directed to execute said Geothermal Lease Agreement No1 for and on behalfofLADWP

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person as the General Manager or Acting General Manager shall designate in writing is authorized empowered and directed to execute all necessary exhibits related to Geothermal Lease Agreement No1 as the case may be for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the ChiefAccounting Employee is authorized and directed upon proper certification to accept all revenue generated from Geothermal Lease Agreement No1 and to calculate and record any offsets or credits against such revenue which directly arises from any obligations owed by LADWP in connection with or related to said agreement

ITEM NO 23 - Authorizes the Revision to the Green Book Section 1B2aii Technical Appendix by including the Table 1B2-2 dated June 22 2010 Revision to the list ofwells exempted from linkage to vegetation sites and that are not subject to the automatic well turnshyoffprovisions of the Water Agreement Submitted by ChiefOperating Officer and Senior Assistant General Manager Water System

RESOLUTION NO 011-181

WHEREAS the Los Angeles Department ofWater and Power (LADWP) is a party to the Agreement between the County of Inyo and the City of Los Angeles and its Department of Water and Power on a Long Term Groundwater Management Plan for Owens Valley and nyo County (Water Agreement) and

WHEREAS the technical appendix to the Water Agreement is known as the Green Book and

WHEREAS the Water Agreement and Green Book include provisions for the automatic turnshyoff of groundwater production wells for the protection ofgroundwater dependent vegetation and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 12

WHEREAS the Inyo CountylLos Angeles Technical Group is empowered by the Water Agreement to exempt certain town supply wells irrigation supply wells fish hatchery wells enhancementmitigation project supply wells and other wells not affecting areas with groundwater dependent vegetation as exempt from the automatic turn-off provisions of the Water Agreement and Green Book and

WHEREAS from time to time since the Water Agreement was signed the Inyo County Los Angeles Technical Group has exercised its authority to exempt wells for the aforementioned reasons and

WHEREAS the list of exempt wells currently included in Green Book Section IB2aii does not accurately reflect all of the wells exempted by the Inyo CountylLos Angeles Technical Group and

WHEREAS for the purpose of revising the list of exempt wells in Green Book Section LB2aii the Inyo CountylLos Angeles Technical Group has prepared the attached Table IB2-2 dated June 22 2010 which accurately reflects the current listing of wells permanently exempted by the Technical Group from the automatic turn-off provision of the Water Agreement and

WHEREAS Section XXV ofthe Water Agreement requires the agreement ofLADWP and the Inyo County Board of Supervisors in order to modify the Green Book

NOW THEREFORE BE IT RESOLVED that the Board ofWater and Power Commissioners agrees to modify the Green Book by including the attached Table IB2-2 dated June 22 2010 in Green Book Section LB2aii

BE IT FURTHER RESOLVED a statement affirming that a complete listing of exempt wells is contained in the June 22 2010 Table IB2-2 will be added to Green Book Section LB2aii

ITEM NO 24 - Authorizes submission of Grant Application to the United States Department of the Interior Bureau ofReclamations WaterSMART Water and Energy Efficiency Grants for Fiscal Year 2011 The application is $1000000 for the CommerciallIndustrial Drought Resistant Landscape Incentive Program Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-182

WHEREAS the United States Department of the Interior Bureau of Reclamation (BOR) has approximately $27 million in funding available for the WaterSMART Water and Energy Efficiency Grants for Fiscal Year 2011 which assists irrigation and water districts United States Territories States in the West and other local entities with water delivery authority in leveraging their money and resources by cost sharing with BOR on projects that save water improve energy efficiency address endangered species and other environmental issues and facilitate transfers to new uses and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Commercial Industrial Landscape Drought Resistant Landscape Incentive Program (CI Landscape Program) conserves water by providing incentives to commercial industrial and multi-family customers to replace turf with California-friendly drought-resistant plants and low-volume irrigation and

WHEREAS CI Landscape Program contributes to a sustainable water supply for Los Angeles and

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REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 13

WHEREAS by reducing the amount of replacement water imported from other sources including the Sacramento-San Joaquin Delta the CI Landscape Program reduces the amount of energy used to convey water to users in Los Angeles

WHEREAS the CI Landscape Program has converted 1868119 square feet of turf saving 46535174 gallons ofwater (14281 AF) per year to date

WHEREAS LADWP desires to apply for grant funding in order to expand the CI Landscape Program as detailed in the funding plan and schedule in the application and

WHEREAS the BOR requires approval ofan agencys governing body for each grant funding application

NOW THEREFORE BE IT RESOLVED that an application be made to the BOR for a Water and Energy Efficiency Grant The LADWP is hereby authorized to enter into an agreement to receive a grant for the Project

BE IT FURTHER RESOLVED that the Board of Water and Power Commissioners designates the Senior Assistant General Manager - Water System or his designee (registered engineers) to prepare all necessary data file such application and enter into a grant funding agreement with the BOR and hereby authorizes the Director of Water Resources or his designee (registered engineers) to approve Claims for Reimbursement and to sign performance reports required by a grant funding agreement

ITEM NO 25 - Authorizes LADWPs General Manager to Execute Agreement No R 04310 with the California State Lands Commission (CSLC) allowing LADWP to reimburse reasonable costs incurred by CSLC for application processing and enviromnental documentation associated with the preparation ofa Master Plan for the Owens Lakebed Total costs to LADWP is estimated to be $1003084 with a term of three years Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-183

WHEREAS in March 2010 the Los Angeles Department ofWater and Power (LADWP) initiated a broad collaborative project with diverse interest groups to develop a Master Plan for the Owens Lakebed and

WHEREAS the Master Plan will focus on dust mitigation water efficiency methods habitat and wildlife and potential renewable energy development and

WHEREAS LADWP as part of construction of the Owens Lake Dust Mitigation Program has implemented dust mitigation measures and constructed facilities on certain portions of Owens Lakebed on sections of State land under the jurisdiction of the California State Lands Commission (CSLC) and

WHEREAS CSLC who owns over ninety percent of the Owens Lakebed is a key interest group participating in the development of the Master Plan and has approval authority over the plan and

WHEREAS under Agreement No R 04310 between CSLC and LADWP CSLC has estimated the total cost in processing the application and preparation of enviromnental documents for the Master Plan to be $835903 and the duration is from April 12010 through March 30 2013 with CSLCs cost of construction compliance and mitigation monitoring to be determined as the project progresses and

WHEREAS LADWP is requesting a 20-percent contingency fund to cover the anticipated construction compliance and mitigation monitoring costs bringing the total authorized fund to $1003084 and

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WHEREAS Agreement No R 04310 would allow LADWP to reimburse reasonable costs incurred by CSLC for application processing environmental documentation and construction compliance and mitigation monitoring associated with the preparation ofa Master Plan for Owens Lakebed

NOW THEREFORE BE IT RESOLVED that Agreement No R 04310 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between the Department of Water and Power of the City ofLos Angeles and California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of costs of the California State Lands Commission as stipulated under Agreement No R 04310 up to the total amount of $1003084 and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratifY and execute said Agreement No R 043101 for and on behalf of the LADWP

ITEM NO 27 - Authorizes execution of Memorandum ofAgreement with the Los Angeles Department ofPublic Works Bureau of Sanitation the Los Angeles Department ofPublic Works Bureau of Street Services and The River Project to develop and construct the Woodman Avenue Multi-Beneficial Stormwater Capture Project The total project cost estimate is $3396750 ofwhich LADWP is contributing $1200000 for project funding and $150000 for Grant administration Construction completion is scheduled for November 2012 Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-184

WHEREAS the City ofLos Angeles (City) possesses the right to the surface waters of the Los Angeles River its tributaries and the native groundwater ofthe San Fernando Basin in accordance with the California Superior Courts Judgment dated January 26 1979 in The City oLos Angeles vs City oSan Fernando et al Case No 650079 and

WHEREAS local groundwater has historically comprised approximately 15 percent of the Citys water supply which is partially dependent upon replenishment from stormwater flows and

WHEREAS LADWP desires to optimize the use oflocal water resources including stormwater and groundwater to reduce the Citys dependence on imported water supplies and

WHEREAS LADWP is committed to pursuing opportunities to maximize groundwater recharge to sustain and augment the long-term reliability of the Citys groundwater supply in the San Fernando Basin and

WHEREAS LABOS is a bureau of the municipally owned Los Angeles Department ofPublic Works responsible for collecting cleaning and recycling solid and liquid waste including stormwater and urban runoff and

WHEREAS LABSS is a bureau of the municipally owned Los Angeles Department ofPublic Works responsible for street and alley construction and maintenance and

WHEREAS TRP is a non-profit 501(c)(3) organization dedicated to watershed protection conservation and enhancement in Los Angeles County TRP authored the TujungaJPacoima Watershed Plan and has extensive experience studying the Tujunga Watershed and its comprehensive environments and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 15

WHEREAS LADWP LABOS and TRP are committed to pursuing opportunities to enhance water conservation stormwater capture improve water quality and increase open space and

WHEREAS LADWP LABOS and TRP have jointly identified Woodman Avenue located in the San Fernando Valley as a unique opportunity to capture treat and infiltrate a significant volume ofstormwater runoff on an annual basis and

WHEREAS LADWP LABOS LABSS and TRP wish to enter into the proposed Memorandum of Agreement (MOA) to develop and construct the Woodman Avenue Multishybeneficial Stormwater Capture Project (Project) and

WHEREAS the Project will result in the capture treatment and infiltration ofan estimated 80 acre-feet of stormwater per year and

WHEREAS the estimated Project costs are $3396750 and

WHEREAS LADWP in partnership with LABOS and TRP was awarded $1646750 by the 2008 CALFED Watershed Grant Program for the Project and

WHEREAS LABOS has agreed to fund the project management engineering design and construction management of up to a maximum of $400000 and

WHEREAS LADWP has agreed to provide up to $1200000 for construction and $150000 for staff support and

NOW THEREFORE BE IT RESOLVED that the proposed MOA between and among LADWP LABOS LABSS and The River Project (TRP) for the Woodman Avenue Multishybeneficial Stormwater Capture Project (Project) approved as to form and legality by the City Attorney and filed with the Secretary of the Board be and the same is hereby approved and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in the amount of $1 200000 for the construction work proposed under this MOA that has been budgeted under Fiscal Year 2011-12

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Memorandum of Agreement for and on behalf of LADWP

ITEM NO 28 - Adopts the Initial Study and Mitigated Negative Declaration for the Woodman Avenue Multi-Beneficial Stormwater Capture Pilot Project approving the Project and authorizing its construction The cost ofthis project is estimated to be $3396750 with an estimated duration of four years Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-185

WHEREAS the City ofLos Angeles Department of Water and Powers (LADWP) Watershed Management Group and the City of Los Angeles Bureau of Sanitations (LABOS) Watershed Protection Division in partnership with the non-profit group The River Project have identified Woodman Avenue located in the San Fernando Valley as a unique opportunity to capture treat and infiltrate a significant volume of stormwater runoff on an annual basis and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 16

WHEREAS LADWP proposes to implement the Woodman Avenue Multi-Beneficial Stonnwater Capture Pilot Project (Project) to help recharge the groundwater table improve water quality and alleviate local flooding along the 7700 block ofWoodman Avenue and

WHEREAS LADWP prepared an Initial StudylNegative Declaration (ISIMND) for the proposed Project and circulated this document for public review from December l3 2010 to January 142011 and

WHEREAS a Notice of Intent to Adopt an MND was published in the Los Angeles Times and mailed to interested persons and agencies

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners of the City ofLos Angeles (Board) recognizes that a study was made ofthe potential environmental effects of the proposed Project including its construction and operation This study is embodied in the ISMND on file with the Secretary of this Board and is incorporated in this Resolution and made a part hereof

BE IT FURTHER RESOLVED that the Board recognizes the ISMND identifies the following impacts that are potentially significant unless mitigation is incorporated and proposes the following mitigation measures and a program for implementation and monitoring

Potential Mitigation Recommended Mitigation PeriodMethod Implementation Impact Measure of Implementation Monitor

No

Cultural Resources I Itispossibletl1at CUL-I Should archaeological or paleontological During constructio Project

subsurface resources be encountered during earth- Construction archaeological or moving activities (Le grading and Manager will be paleontological resource excavation) a qualified archaeologist ando responsible for may be present within paleontologist shall be retained and shall implementation the project area implement procedures for temporarily andLADWP

halting or redirecting work to permit the Environmental sampling identification and evaluation of Services will the resources as appropriate Ifthe provide resources are found to be significant the compliance archaeologist andor paleontologist shall oversight determine appropriate actions in cooperation with the City of Los Angeles shyfor preservation andor data recovery If human remains are discovered the Los Angeles County Coroner shall be contacted the area of the find shall be protected and provisions of State CEQA Guidelines Section 150645 shall be followed

Hazards and Hazardous Materials Temporary lane closures HAZ-I A Traffic Control Plan will be prepared and Prior to and during Project and other public right-of will include notification ofsurrounding construction Construction way construction emergency service providers including the Manager will be activities could impair adjacent Kaiser Permanente Medical Center responsible for implementation of or As part of the plan emergency service implementation physically interfere with providers will be notified prior to andLADWP an adopted emergency construction and provided information Environmental response plan regarding lane closures construction Services will

schedule driveway blockages etc A plan t( provide maintain or accommodate essential compliance emergency access routes eg plating over oversight excavations use of detours etc will be developed and implemented

Noise Constructive activity NOI-l Project specifications shall restrict Prior to and during Project could result in temporaI) construction to normal work days and hours construction Construction exposure of persons to (as per LAMC Section 4110) and shall Manager will be excessive noise and require the construction contractor to responsible for vibration develop and implement a Noise Mitigation implementation

Plan to include the use ofmuftlers shields andLADWP sound barriers andor other noise reduction Environmental devices or techniques as feasible during Services will operation ofconstruction equipment Two provide weeks prior to the onset of construction compliance

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of construction notification of the location timing and duration of the proposed construction shall be provided to adjacent residents and businesses (within a V mile radius from the project site) and Kaiser Permanente Panorama City

oversight

Transportation and Traffic Temporary lane closures TR-l and other public right-of way construction activities could affect vehicle traffic and other modes of transportation beyond acceptable levels

A Traffic Control Plan will be prepared and approved by the City prior to the beginning ofconstruction Emergency service providers (fire police and ambulance) and Kaiser Pemlanente Panorama City shall be notified prior to construction to communicate information regarding lane closures construction schedule driveway blockages etc and to develop a plan to maintain or accommodate essential emergency and patient access routes eg plating over excavations use of detours effect on existing bus stop etc

Prior to construction

Project Construction Manager will be responsible for implementation andLADWP Environmental Services will provide compliance oversight

BE IT FURTHER RESOLVED that this Board further fmds that with the implementation of the above mitigation measures potential impacts to cultural resources hazards and hazardous materials noise and transportation and traffic will be less than significant

BE IT FURTHER RESOLVED that this Board certifies that the ISIMND has been prepared in compliance with California Environmental Quality Act that it has reviewed and considered the information contained in the ISIMND and that the ISIMND reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board finds on the basis of the whole record before it including the IS that there is no substantial evidence that the Project will have a significant effect on the environment

BE ITFURTHER RESOLVED that this Board adopts the ISIMND and approves the Project

BE IT FURTHER RESOLVED that LADWP shall file a Notice ofDetermination with the Los Angeles City Clerk and the Los Angeles County Clerk within five working days after deciding to approve the Project

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of tIe record of proceedings for this project

ITEM NO 29 - Approves Addendum No 1 to the Mitigated Negative Declaration for the Geotechnical Investigation for the North Haiwee Dam No2 Project Further a Notice of Determination is authorized to be filed with the Inyo County Clerk Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-186

WHEREAS LADWP proposes to implement the Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS LADWP prepared an Initial StudylMitigated Negative Declaration (ISIMND SCH 2003091085) for a similar project at the same location in April 2004 titled Geotechnical Investigations at North Haiwee Dam Project and

WHEREAS the City of Los Angeles Board of Water and Power Commissioners (Board) adopted the ISIMND and approved the implementation of the Geotechnical Investigations at North Haiwee Dam Project on July 6 2004 and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 18

WHEREAS an Addendum which addresses the proposed modifications to the previously adopted ISIMND has been prepared titled Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS CEQA Guideline section 15164(b) allows a lead agency to prepare an addendum to an MND as follows

An addendum to an adopted negative declaration may be prepared ifonly minor technical changes or additions are necessary or none of the conditions described in Section 15162 calling for the preparation of a subsequent EIR or negative declaration have occurred

WHEREAS CEQA Guideline section15162 requires a subsequent negative declaration under the following circumstances

(a) When an EIR has been certified or a negative declaration adopted for a project no subsequent ErR shall be prepared for that project unless the lead agency determines on the basis of substantial evidence in the light of the whole record one or more of the following

(1) Substantial changes are proposed in the project which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects

(2) Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous ErR or Negative Declaration due to the involvement ofnew significant environmental effects or a substantial increase in the severity of previously identified significant effects or

(3) New information of substantial importance which was not known and could not have been known with the exercise ofreasonable diligence at the time the previous ErR was certified as complete or the Negative Declaration was adopted shows any of the following

A) The project will have one or more significant effects not discussed the previous EIR or negative declaration or

B) Significant effects previously examined will be substantially more severe than shown in the previous ErR or

C) Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project but the project proponents decline to adopt the mitigation measure or alternative or

D) Mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce one or more significant effects on the environment but the project proponents decline to adopt the mitigation measure or alternative

NOW THEREFORE BE IT RESOLVED that the City of Los Angeles Board of Water and Power Commissioners (Board) recognizes that a study of the proposed changes to the previously adopted ISIMND was made and the associated environmental effects assessed for the proposed Geotechnical Investigations for the North Haiwee Dam No2 Project This study is embodied in the Addendum on file with the Secretary ofthis Board This Board has reviewed and considered the information contained in such document which is incorporated in this Resolution and made a part hereof

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 19

BE IT FURTHER RESOLVED that this Board makes the following fIndings and determinations with respect to the proposed project

bull An Addendum was prepared which analyzed the potential environmental impacts associated with the construction and operation ofthe proposed project

bull As demonstrated in the environmental analysis of the currently proposed project modifIcations none of the conditions described in CEQA Guideline section 15162 calling for the preparation ofa subsequent EIR or negative declaration have occurred The proposed project modifIcations would not result in any additional signifIcant impacts nor would it increase the severity ofpreviously identifIed signifIcant impacts Therefore it can be concluded that pursuant to CEQA Guideline section 15164(b) the proposed project modifIcations are only minor technical changes or additions and as such an addendum to the 2004 MND for the Geotechnical Investigations at North Haiwee Dam Project may be prepared

Below is the proposed Mitigation Monitoring and Reporting Plan (MMRP) for the proposed Addendum This MMRP includes mitigation measures from the previously approved 2004 ISIMND as well as proposed changes to it in order to enhance its effectiveness Underline denotes a new measure while strikeout indicates a removed measure

Air Quality

bull The project specifIcations shall incorporate the applicable provisions of the Great Basin Valleys Air Pollution Control District Fugitive Dust Rule (Rule 401) provided below

A person shall take reasonable precautions to prevent visible particulate matter from being airborne under normal wind conditions beyond the property from which the emission originates Reasonable precautions include but are not limited to

1 Use where possible of water for control ofdust in trenching and boring operations

2 Application of water on dirt roads material stockpiles

3 Use ofwater chemicals chuting venting or other precautions to prevent particulate matter from being airborne in handling dusty materials to open stockpiles and mobile equipment and

4 Maintenance of roadways in a clean condition

bull The contractor shall discontinue construction activities during fIrst and second-stage smog alerts

Biological Resources

bull To compensate for the permanent loss ofhabitat LADWP will preserve Mohave ground squirrel habitat (Habitat Management Lands) at a 3 1 ratio at a location approved by CDFG Funding for the long-term management ofthe land preserved also is required LADWP and CDFG will negotiate the per-acre cost ofmanaging the lands to be preserved and fee title or conservation easement shall be granted to CDFG or other CDFG-approved non-profIt entity

Alternatively the preservation ofMohave ground squirrel habitat could be accomplished through elimination ofcattle grazing on lands owned by LlDWP in Jnyo County vvithin the geographic range ofMohave ground squirrel andor restomtion ofnative vegetation within the range and in habitat suitable for Mohave ground squirrel on LADWP public or state lands in Jnyo County In either case LADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 20

U~~~fer e title or a cOflservatiofl easemeflt oler the Habitat ManagemeBt Laads to ~rt~rms approved by the CDFG AlteFflatit-ely the traflsfer mad be to

another public entity or not profit corporation appro led by the CDFG d t) approed by the CDFG 1lfrer erms

bull A pre-construction environmental education program shall be conducted for all persons working on the project The education program shall include identification of sensitive biological resources on-site terms and conditions of the Incidental Take Permit and the California Endangered Species Act

bull Impacts to sanicle cyrnopterus shall be avoided where feasible through project redesigIl In particular Trench T 2 contains hve clusters of sanicle cyrnopterus If redesigIl of Trench T 2 to atOid impacts to sanicle cymopterus is not feasible a mitigation plan shall be negotiated with and approed by CDFG

bull Sanicle cymopterus populations near proposed geotechnical testing sites shall be flagged by a qualified biologist prior to testing activities and avoided by project personnel

bull A qualified biological monitor familiar with sanicle cymopterus shall be on-site during testing activities in the vicinity of this species

bull Project boundaries shall be clearly delineated prior to construction Existing roads shall be used to the greatest extent possible All project-related parking and equipment storage shall be confined to previously disturbed areas

bull A qualified biological monitor familiar with Mohave ground squirrel shall be on-site to monitor trenching and boring activities

bull Trash and food items shall be removed from the site daily and disposed ofproperly to avoid attracting ravens a common predator of the Mohave ground squirrel

bull Ramps shall be provided in trenches to allow animals to escape

bull All temporarily affected areas that were previously vegetated shall be restored with native plant species to accelerate recovery

bull During construction and at the completion of construction activities monthly and final compliance reports shall be provided to CDFG documenting the effectiveness of mitigation measures and the level of take associated with the project

bull Water from well-pump testing shall be discharged to the ground in Mohave ground squirrel habitat areas

bull Because project activities will disturb Mohave ground squirrel habitat in a recognized core area for the species land acquisition to compensate for habitat loss should focus on private or BLM disposal lands within the CosoOlancha core area ELM disposal lands west of the North Haiwee Dam (828 acres) are within the CosoOlancha core area and should be considered the top priority mitigation lands If land acquisition is not possible or proves difficult in CosoOlancha core area then land should be acquired in one ofthe following alternative areas (listed in order ofpreference)

1 In the Little Dixie Wash core area Kern County 2 In the corridor connecting the CosoOlancha core area and the Little Dixie Wash

core area 3 Adjacent to the CosoOlancha core area in Inyo County and 4 In the corridor connecting the Little Dixie Wash core area and the Edwards Air

Force Base Core Area in Kern County

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 21

bull An authorized biologist or monitor shall guide project equipment around active ground squirrel burrows to reduce the likelihood of taking individual Mohave ground squirrels and minimize habitat disturbances

bull If a live Mohave ground squirrel is unearthed during project activities the Authorized Biologist shall rescue the squirrel and if it is the squirrels active period release it at least 50 meters from project activities If it is the squirrels dormant period then the biologist should construct an artificial burrow at least 50 meters from project activities and place the squirrel in the artificial burrow

bull Individual Joshua trees shall be avoided to the greatest extent possible Compensation for impacts to Joshua tree woodland shall be negotiated with CDFG prior to groundshydisturbing activities

bull Compensation for impacts to Mohave riparian forest shall be negotiated with CDFG prior to ground-disturbing activities

In addition to ensure that project impacts to other special-status wildlife species and Jurisdictional Waters and Wetlands would be mitigated to less than significant the following additional mitigation measures are recommended

bull Conduct pre-construction protocol surveys for desert tortoise Pre-construction surveys should be conducted no more than 30 days prior to construction operations Standard protocol language includes Protocol surveys for desert tortoise will follow the guidelines for linear projects stipulated in the Pre-Project Field Survey Protocol for Potential Desert Tortoise Habitats (USFWS 2010) As stated in this guideline a 10 meter wide belt that transects with 100 percent coverage would be conducted in all habitats capable of supporting the desert tortoise within the project area Ifneither tortoises nor sign are encountered during the Action Area surveys three additional 10 meter belt transects at 200 meter intervals parallel to the project area will be surveyed Surveys for determination of presence or absence are restricted to the desert tortoises active period which is April through Mayor September through October and at temperatures below 40 degrees Celsius

bull Should a desert tortoise burrow be observed during pre-construction surveys and the end is not visible the burrow should be scoped for tortoise occupancy All unoccupied burrows should be collapsed Should a live desert tortoise be observed during preshyconstruction surveys above- or below ground desert tortoise fencing must be installed around project work areas excluding access roads Tortoise fencing will avoid occupied burrows iffound Fence installation will require two desert tortoise clearance surveys within the exclusion area prior to beginning construction operations Any tortoises found within the exclusion fence the exclusion fence will be re-designed to exclude the tortoise from the project work area No handling of tortoises is permitted

bull A biological monitor is recommended for the duration ofproject construction operations Should a tortoise be observed during construction operations project activities will temporarily cease in the immediate area and allow the tortoise to move on its own accord

bull In accordance with federal and California State Endangered Species Acts the contractor shall immediately report all observations of desert tortoise or any listed species to LADWP Environmental Services and take care not to take or harass the species A LADWP Environmental Service Representative will inform appropriate federal and State resource agency personnel of the sighting

bull Implement pre-construction surveys and construction monitoring to minimize impacts to badger

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bull For any construction activities scheduled to occur during the nesting season (typically February 15 to July 31) pre-construction surveys should be conducted to identify any nesting birds If active nests are identified determine whether proposed activities within 200 feet could cause found nests to fail

Cultural Resources

bull Trenching boring and well locations in areas outside ofpreviously surveyed areas such as T -7 (EDA W 2003b) require a pedestrian archaeological survey and ifapplicable a record search prior to construction activities All activities shall be located to avoid historic and archaeological resources

bull Trenching and boring locations shall be located to avoid known historic or archaeological resources-in particular the historic and cultural resources at Trenches T-4 and T-5 and the geotechnical borings in and around CA-INY-22435703 CA-INYshy4591H HD-CS-OOIH (now CA-INY-6574) HD-CS-005H CA-INY-6575 (formerly HD-CS-002H) CA-INY-6577 and CA-INY-6585 shall be flagged for avoIdance A qualified archaeologist shall be retained to assist with determining acceptable location parameters for these trenches and borings The archaeologist is authorized to delineate the loci of the existing resources at Trenches T -4 and T -5 by use ofsmall-shovel test pits

bull A qualified cultural resources monitor shall be on-site during ground-disturbing activities at the adjusted Trench T-4 and T-510cations and at the borings in and around known cultural resources The cultural resources monitor shall have the authority to halt or redirect construction ifnew significant cultural resources are found

BE IT FURTHER RESOLVED that this Board fmds that with the implementation of the above mitigation measures potential impacts to air quality biological resources and cultural resources will be less than significant

BE IT FURTHER RESOLVED that this Board has reviewed and considered the information as contained in the proposed Addendum and that the Addendum reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board adopts the Addendum requires implementation of the mitigation measures adopts the Mitigation Monitoring and Reporting Plan approves the Geotechnical Investigations for the North Haiwee Dam No2 Project and approves the payment for permit and mitigation costs associated with this project

BE IT FURTHER RESOLVED that LADWP shall file a Notice of Determination with the Inyo County Clerk that finds that this Board has adopted the Addendum for the project that the Board has required implementation of the mitigation measures for the project that the Board has adopted the Mitigation Monitoring and Reporting Plan for the project and that there is no substantial evidence in light of the whole record that the project may have a significant effect on the environment

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of the record of proceedings for this project

ITEM NO 30 - Recommends approval of the Grid Reliability Study dated December 31 2010 that is required per Section 3B3 of the Once-Through-Cooling Policy Upon approval LADWP will fmalize and submit the Study to the State Water Resources Control Board and the Statewide Advisory Committee on Cooling Water Intake Structures Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Power System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 23

RESOLUTION NO 011-187

WHEREAS the Los Angeles Department of Water and Power (LADWP) has an obligation to provide adequate and reliable electricity service to its customers in The City of Los Angeles and

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners approves the Grid Reliability Study (GRS) dated December 31 2010

BE IT FURTHER RESOLVED that LADWP may use this GRS for submission to any agency or entity requiring LADWP to submit a reliability study

ITEM NO 31- Authorizes execution of Amendment No1 to Short Form IRU-12 Lease Agreement (Agreement No FO-500-092007) with Fox Entertainment Group Inc to continue to provide the Indefeasible Right of Use of a certain component of the LADWPs fiber optic network between 10351 Santa Monica Boulevard Los Angeles and Building 101 10201 Pico Boulevard Los Angeles The term ofAgreement is amended to five yeats Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-188

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 subordinate agreement to Optical Fiber Lease Agreement No FO-293-042004 (Master Agreement) between the Department of Water and Power of the City of Los Angeles (LADWP) and Fox Entertainment Group Inc was approved by the General Manager and became effective on January 18 2008 grants to Fox Entertainment Group Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 has an initial term of three (3) years which expired on January 18 2011 and

WHEREAS both the LADWP and Fox Entertainment Group Inc desire to extend the term of Short Form IRU-12 Lease Agreement No FO-500-092007 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No I to Short Form IRU-12 Lease Agreement No FO-500-092007 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Fox Entertainment Group Inc be and the same is hereby approved and ratified

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 the Assistant Secretary or the Acting Secretary ofthe Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 for and on behalfofLADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 24

ITEM NO 32 - Authorizes execution ofAmendment No1 to Short Form IRU-08 Lease Agreement (Agreement No FO-609-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network between One Wilshire 4th Floor MMR or MDF Room 624 South Grand Avenue Los Angeles California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to five years Submitted by ChiefOperating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-189

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-0l2006 (Master Agreement) between the Department ofWater and Power of the City of Los Angeles (LADWP) and Sohonet Inc was authorized by Board Resolution No 010-213 on February 22010 grants Sohonet Inc the Indefeasible Right ofUse ofa certain component ofthe LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 has an initial term of one (1) year which is set to expire on February 16 2011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-08 Lease Agreement No FO-609-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-08 Lease Agreement No FO-609-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 for and on behalfofLADWP

ITEM NO 33 - Authorizes execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement (Agreement No FO-610-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse ofa certain component of the LADWPs fiber optic network between ADS 948 Cahuenga Boulevard Hollywood California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to two years Submitted by Chief Operating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-190

WHEREAS this Short Form IRU-09 Lease Agreement No FO-61O-1212009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-01l2006 (Master Agreement) between the Department of Water and Power ofthe City of Los Angeles (LADWP) and Sohonet Inc was approved by the General Manager and became effective on February 19 2010 grants Sohonet Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 25

WHEREAS this Short Form IRU-09 Lease Agreement No FO-61 0-122009 has an initial term ofone (1) year which is set to expire on February 192011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-09 Lease Agreement No FO-610-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU -09 Lease Agreement No FO-61 0-122009 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 for and on behalfofLADWP

ITEM NO 34 - Authorizes execution ofAmendment No 1 to Purchase Order 49019-1 (New Agreement No 47003) with Phimation Strategy Group for consulting services for change management efforts and training This Amendment increases contract amount by $235750 and extends the contract one year All other contract terms remain the same Submitted by Chief Operating Officer

RESOLUTION NO 011-191

WHEREAS the Los Angeles Department of Water and Power (hereinafter referred to as LADWP) and Phimation Strategy Group (hereinafter referred to as Consultant) entered into a contract wherein Consultant agreed to assist the General Managers Office (GM) to conduct change leadership training and culture change program and

WHEREAS effective September 13 2010 the LADWP and Consultant entered into Purchase Order Agreement No 49019-1 (which together with all amendments and supplements thereto hereinafter shall be referred to as the Agreement) and

WHEREAS the LADWP proposes to execute Amendment No1 to Purchase Order 49019-1 to extend the term through February 122012 and

WHEREAS the LADWP proposes to amend Purchase Order 49019-1 to increase the contract amount from $149000 to $384750 converting the General Manager Award to a Board Award (New Agreement No 47003) and

WHEREAS the amendment is necessary and proper to continue or complete certain activities authorized under the Agreement

NOW THEREFORE BE IT RESOLVED that the LADWP and Consultant agree to amend the Purchase Order Agreement No 49019-1 as follows

Make an administrative change in the Agreement number from 49019-1 to 47003 2 The term ofthe Agreement has been extended through February 122012 3 The total cost ofthe Agreement is increased by $235750 for a maximum expenditure

limit of $384750

1

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 26

4 Add Line Item 002 to read as follows Change Leadership Training and Culture Change Program - Additional Services as described in Service Definition All not-to-exceed $235750

5 Delete and replace terms under Page 2 Service Definition 6 Delete and replace terms described under Pages 2-3 Invoice and Payments 7 Delete terms under Pages 3-4 Itemized Expenses in its entirety 8 Delete and replace terms described under Page 9 Termination

BE IT FURTHER RESOLVED that pursuant to City Charter Section 371 (e)(2) the use of competitive bidding for this agreement is not practicable or advantageous because the work to be performed is of an expert professional temporary and occasional character

BE IT FURTHER RESOLVED the Board finds in accordance with Charter 1022 of the Los Angeles City Charter that the services to be performed under this contract can be more economically and feasibly performed by an independent contractor than by City employees

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under this Agreement and

BE IT FURTHER RESOLVED that the President or 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 of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalfofLADWP

ITEM NO 35 - Awards Amendment No2 to Contract No 969 to Furnish and Deliver Tires and Tubes to TCI Tire Centers LLC for a cooperative purchase with City ofLos Angeles Department of General Services Division Contract No 58289 The amendment will increase the second optional period by $1012595 All other contract tenns shall remain the same Submitted by Chief Operating Officer and Chief Administrative Officer

RESOLUTION NO 19362

WHEREAS TCI Tire Centers LLC was awarded Contract No 969 a cooperative purchase to City ofLos Angeles Department of General Services Division Contract 58289 for furnishing and delivering of tires and tubes and

WHEREAS the Los Angeles Department of Water Power (LADWP) utilizes Contract No 969 to provide routine maintenance to LADWPs motor pool and

WHEREAS LADWPs Joint System recommends Amendment No2 to Contract No 969 with TCI Tire Centers LLC to increase the second optional period by $101259500 to $180000000 and

WHEREAS Contract No 969 is coterminous with the City ofLos Angeles Contract No 58289 which expires on May 31 2011 No additional time is needed

NOW THEREFORE BE IT RESOLVED that Amendment No2 to Contract No 969 is approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee is hereby authorized and directed to draw demands upon the Water and Power Revenue Funds in accordance with the terms of this amendment awarded pursuant to Contract No 969 and this resolution

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 27

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 themiddot Acting Secretary of the Board are hereby authorized and directed to execute said contract for and on behalf ofLADWP

ITEM NO 36 - Authorizes execution ofa Purchase and Sale Agreement ofReal Property at 12655 Garber Street Pacoima California for the Water Systems Garber Street Recycled Water Tank Project for the purchase price of$350000 plus closing and incidental expenses (Real Estate File W-36943) Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-192

W-36943 (Purchase ofFee Property Required for the Garber Street Recycled Water Tank)

WHEREAS the Los Angeles Department of Water and Power (LADWP) would like to acquire a parcel of land (which includes a residence) for the Garber Street Recycled Water Tank and

WHEREAS the LADWP has identified property owned by Jules M Adger (Seller) located at 12655 Garber Street Pacoima California which LADWP desires to acquire and

WHEREAS the Board ofCommissioners of the Los Angeles Department of Water and Power has the authority pursuant to Los Angeles City Charter Section 675(d)(1) to acquire by purchase all real property convenient for LADWP purposes

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners hereby approve substantially as to form the Purchase and Sale Agreement between LADWP and the Seller and

BE IT FURTHERRESOLVED 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 directed and empowered to execute said Purchase and Sale Agreement for and on behalf of the LADWP The Manager ofReal Estate is authorized empowered and directed to execute Escrow Documents and other related documents for and on behalf of the LADWPand

BE IT FURTHER RESOLVED that the Chief Accounting Employee ofLADWP upon proper certification is hereby authorized and directed to authenticate a demand or demands upon the proper revenue fund for payment of the $350000 purchase price plus closing and incidental expenses at least five days prior to the close ofescrow

ITEM NO 37 - Approves payment of $33890899 to the State ofCalifornia Department of Industrial Relations for Workers Compensation Self-Insurance Program administration fees for Fiscal Year 2010-201 L Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-193

WHEREAS the City of Los Angeles Department of Water and Power (LADWP) is selfshyinsured and self-administered for its workers compensation liability

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 28

BE IT RESOLVED that the payment ofWorkers Compensation Self-Insurance Program administration fees for the Fiscal Year 2010-2011 as assessed by the State of California Department of Industrial Relations in their invoice dated November 302010 is $33890899 and pursuant to California Labor Code Sections 625 and 626 is authorized and directed

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to authenticate a demand on the Water Revenue Fund in payment of the above fees arising from the requirements of California Labor Code 625 and 626

ITEM NO 39 - Approves the water quality improvement demand side management reclaimed water and water security expenditures for the twelve month period commencing July 1 2011 Submitted by Chief Operating Officer Interim Chief Financial Officer and

Senior Assistant General Manager - Water System

RESOLUTION NO 011-194

WHEREAS Water Rates Ordinance No 170435 as amended by Ordinance Nos 171639 173017 175964 177968 and 179802 authorizes the recovery of certain qualified Board approved expenditures for Water Quality Improvement Programs through the Water Quality Improvement Adjustment Factor for Demand Side Management and Reclaimed Water Programs through the Water Procurement Adjustment Factor and Water Security costs through the Water Security Adjustment Factor

NOW THEREFORE BE IT RESOLVED that the Board approves Schedules A B C and D which are on file with the Secretary of the Board which describe and identifY (A) water quality expenditures totaling $3374 million (B) demand side management expenditures totaling $310 million (C) reclaimed water expenditures totaling $761 million and (D) water security expenditures totaling $686 million for the twelve-month period from July 1 2011 through June 30 2012

ITEM NO 40 - Authorizes the issuance ofa maximum of $350 million of Water System Refunding Revenue Bonds for the purpose of refinancing higher interest rate bonds with lower interest rate bonds Council approval is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 4831

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMISSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing ofUp to $350000000 Pursuant to Section 609 of The Charter ofThe City ofLos Angeles Through the Issuance of

Revenue Bonds Payable from the Water Revenue Fund

Resolution No- 4831

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City of Los Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power ofthe City of Los Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter of The City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Water Revenue Fund to evidence the indebtedness created by such borrowing

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 29

Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations of the Department payable from the Water Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

THREE HUNDRED FIFTY MILLION DOLLARS ($350000000)

and said Bonds are to be issued in one or more series or sub series at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number of days elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer ofthe Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 ofOrdinance No 172353 of the City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 of Division 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale ofeach series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with respect to the Bonds shall not exceed ten percent ofthe principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 ofthis Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest costfor the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number ofdays elapsed

Section 9 The authorization ofthe issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance ofbonds on account of the Water System heretofore made by resolution of this Board

Section 10 The Secretary ofthis Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices ofthe Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office ofAdministrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 30

ITEM NO 41-Authorizes the issuance ofa maximum of$I5 billion ofPower System Refunding Revenue Bonds to refinance or replace existing Power System Revenue Bonds mostly set with higher interest rates with lower rates thereby lowering LADWPs cost of debt Council approval is required Submitted by ChiefOperating Officer and Interim Chief Financial Officer

RESOLUTION NO 4830

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMSSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing of Up to $1500000000 Pursuant to Section 609 of The Charter of The City of Los Angeles Through the Issuance of

Revenue Bonds Payable from the Power Revenue Fund

Resolution No 4830

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City ofLos Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power of the City ofLos Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter ofThe City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Power Revenue Fund to evidence the indebtedness created by such borrowing

Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations ofthe Department payable from the Power Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

ONE BILLION FIVE HUNDRED MILLION DOLLARS ($1500000000)

and said Bonds are to be issued in one or more series or subseries at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of 365 days for the actual number ofdays elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer of the Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 of Ordinance No 172353 ofthe City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 ofDivision 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale of each series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 31

is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with re~pect to the Bonds shall not exceed ten percent of the principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 of this Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of365 days for the actual number of days elapsed

Section 9 The authorization of the issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance of bonds on account of the Power System heretofore made by resolution of this Board

Section 10 The Secretary of this Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices of the Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office of Administrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

ITEM NO 42 - Authorizes execution of Agreement No 47582 with Dewey amp LeBoeufLLP for Legal Services related to Merger and Acquisition Transactions to divestiture of power assets and the potential acquisition of non-carbon replacement assets The total amount not to exceed $1000000 for a term ofeighteen months Submitted by Chief Operating Officer and General Counsel

RESOLUTION NO 011-195

WHEREAS the Office of the City Attorney (City Attorney) on behalf ofthe Los Angeles Department of Water and Power (LADWP) solicited requests for proposals from law firms to assist the City Attorney in providing LADWP advice and representation in matters related to the Departments merger and acquisition transactions (M amp A) to divestiture ofpower assets and the potential acquisition of non-carbon replacement assets

WHEREAS the City Attorney selected the law finn of Dewey amp LeBoeuf LLP from a competitive bidding process for providing the necessary legal services and

WHEREAS the City Attorney finds that an appropriation of$lOOOOOO for a period of eighteen months is necessary at this time to manage anticipated M amp A transactions

BE IT RESOLVED that in compliance with City Charter Section 1022 the Board of Water and Power Commissioners of the City ofLos Angeles (Board) finds it is more feasible to have the assistance ofoutside counsel due to the complexity of and the expertise required for the aforementioned transactions

BE IT FURTHER RESOLVED the President or 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 of the Board be and they are hereby authorized and directed to execute Agreement No 47582 (or one in substantial form and content as the one submitted herewith as determined by the City Attorney) for and on behalf ofLADWP

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BE IT FURTHER RESOLVED that the Chief Accounting Employee of LADWP upon proper certification be and is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under said Agreement

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 48 - Reports were given by Management concerning matters relating to Department operations as follows

a) Integrated Resource Plan Update (Michael Webster Power Engineering Manager)

b) Renewable Portfolio Standard Project Update

Deemed accepted

c) 2010 Urban Water Management Plan (Tom Erb Director of Water Resources)

Written recommendations approved by the General Manager transmitting the following resolutions approved as to form and legality by the City Attorney

ITEM NO5 - Approval of the minutes of the January 4 2011 regular meeting of the Board of Water and Power Commissioners

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO6 - Authorizes award of Specification No 199 to Furnish and Deliver Meters Cold Positive Displacement Type to Neptune Technology Group Inc for a total amount not to exceed $22692293 for a term of one year with two optional one-year periods Submitted by Chief Operating Officer Senior Assistant General Manager - Water System and Chief Administrative Officer

RESOLUTION NO 19363

WHEREAS this contract is to furnish and deliver Meters Cold Positive Displacement Type and

WHEREAS Neptune Technology Group Inc is the lowest compliant bidder under Specification No 199 and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Water System recommends that Neptune Technology Group Inc be awarded a contract under Specification No 199

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NOW THEREFORE BE IT RESOLVED that Neptune Technology Group Inc is awarded Contract No 199 for a total maximum amount not to exceed $2269229300 which includes all optional periods for a term of one-year with two optional one-year extensions under Specification No 199 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the President or Vice President 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 contract for and on behalf of the LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 199 and this Resolution

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO7 - Authorizes award of Specification No 217 to Furnish and Deliver Broadcaster Network Equipment and Software to Evertz Microsystems Ltd for a total amount not to exceed $4750000 for a term of one year with four optional one-year periods Council approval is required Submitted by Chief Operating Officer and Chief Administrative Officer RESOLUTION NO 19364

WHEREAS the Los Angeles Department of Water and Power (LADWP) identified broadcaster video network service as an innovative growth opportunity serving Los Angeles extensive entertainment industry and developed the VideoMAN infrastructure and

WHEREAS this contract is to furnish broadcaster video network equipment and software providing LADWP with the spares and upgrades to meet the demands for this service and

WHEREAS without a contract the LADWP will not be able to support its existing customers and will suffer customer and revenue loss and

WHEREAS LADWPs Joint System recommends a sole source contract be awarded to Evertz Microsystems Ltd (Evertz) the manufacturer of the original equipment and

WHEREAS this contract combined with previous contracts with Evertz constitutes continued contracting exceeding the three year time period set by Ordinance

THEREFORE BE IT RESOLVED that Evertz Microsystems Ltd is awarded a sole source contract under City Charter Section 371(e)(7) for a total amount not to exceed $475000000 which includes all optional periods for a term of one year with four optional one-year periods under Specification No 217 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to draw demands on the Water and Power Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 217 and this resolution

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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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Agreements for and on behalfof LADWP after approval by the Los Angeles City Council pursuant to Administrative Code 105

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 20 - Authorizes execution of Confidentiality Agreement DWP No BP 11-001 with California High-Speed Rail Authority in order to assist in its design and development of the California High Speed Rail Project for a term of three years and at no cost Submitted by Chief Operating Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 011-196

WHEREAS California High Speed Rail Authority (CHSRA) desires to engage in a Cocentidentiality Agreement with the Los Angeles Department of Water and Power (LADWP) to maintain proprietary matters confidential for security purposes and

WHEREAS LADWP and CHSRA recognize that utility infrastructure information must remain confidential for security purposes and

WHEREAS CHSRA needs to review the confidential information ofLADWP to design and develop the California High-Speed Train Project The expiration will be three years from the date ofapproval

NOW THEREFORE BE IT RESOLVED that the Confidentiality Agreement DWP No BP 11-001 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and High Speed Rail Authority be and the same is hereby approved and

BE IT FURTHER RESOLVED that the President or the Vice President of the Board or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized and directed to execute the Agreement for and on behalf of LAD WP

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 21- Authorizes execution ofAmended Memorandum of Understanding on Imperial Valley Geothermal Feasibility and Exploration LADWP No BP 09-025A with the Imperial Irrigation District Southern California Public Power Authority and the Cities of Burbank Glendale Colton and Pasadena The amendment will change a number of provisions in the MOU including adding 160 acres ofLADWP owned property LADWP expenditures will not exceed $18 million and the term is for six years from 2011 to 2016 Submitted by ChiefOperating Officer and Senior Assistant General Manager - Power System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 35

RESOLUTION NO 011-197

WHEREAS the original Memorandum ofUnderstanding (MOU) of Imperial Valley Feasibility and Exploration LADWP No BP 09-025 among the Los Angeles Department of Water and Power (LADWP) Imperial Irrigation District (lID) Cities of Burbank Glendale Colton Pasadena and the Southern California Public Power Authority (SCPPA) was approved by this Board ofWater and Power Commissioners (Board) on September 1 2009 under Resolution No 010-081 and

WHEREAS the Board conditionally approved Geothermal Lease Agreement No1 LADWP No BP 09-028 on September 15 2009 under Resolution No 010-100 upon the prerequisite that LADWP add its procurement policies and procedures to the original MOU and

WHEREAS the lID Board concurrently requested an amendment to the original MOU to incorporate an Exploration Structure Due Diligence Effort as a precondition to its approval of the MOU and

WHEREAS the parties of the original MOU renegotiated the terms and conditions to include an additional 160 acres ofreal property owned by LADWP LADWPs procurement policies and procedures and incorporate a preliminary assessment identified as the Exploration Structure Due Diligence Effort

NOW THEREFORE BE IT RESOLVED that the Amended MOU on Imperial Valley Feasibility and Exploration LADWP No BP 09-025A among LADWP lID Cities of Burbank Glendale Colton Pasadena and SCPP A 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 General Manager or Acting General Manager or such person that the General Manager or Acting General Manager shall designate in writing is hereby authorized and directed to execute the Amended MOU for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the funding for the Imperial Valley Feasibility and Exploration project previously approved by this Board on September 1 2009 under Resolution No 010-081 shall remain in effect subject to the reapportionment identified within the Amended MOU (LADWP No BP09-025A) and related appendices

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person that the General Manager or Acting General Manager designates in writing is hereby authorized to perform all duties and obligations as project manager set forth in the Amended MOU

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising from or related to exploration costs and manage any payment offset or credits for any applicable annual rental payments in accordance with the terms and conditions ofthe Amended MOU on Imperial Valley Feasibility and Exploration (LADWP No BP 09-025A)

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 36

ITEM NO 26 - Authorizes LADWPs General Manager to Execute Amendment No 10 Lease PRC 80799 with the California State Lands Commission allowing LADWP to implement gravel cover as Best Available Control Measures on 203 square miles of area on Owens Lake Total costs estimated to be $165473750 and term is December 102010 to May 1 2019 Submitted by Chief Operating Officer and Senior Assistant General Manager shyWater System

RESOLUTION NO 011-198

WHEREAS the Los Angeles Department of Water and Power (LADWP) as part of construction and implementation of the Owens Lake Dust Mitigation Program (OLDMP) has implemented dust mitigation measures and constructed facilities on portions of Owens Lake on sections of State land under the jurisdiction of the California State Lands Commission (CSLC) and

WHEREAS OLDMP activities have been allowed among other authorizations under Lease PRC 80799 and its nine amendments with CSLC and

WHEREAS LADWP is required by the Great Basin Unified Air Pollution Control District (GBUAPCD) to implement OLDMP Phase 8 gravel cover as Best Available Control Measures by November 6 2012 on certain sections of State land under the jurisdiction of CSLC and

WHEREAS on December 102010 CSLC approved Lease PRC 80799 Amendment No 10 that incorporates activities of the OLDMP Phase 8 into Lease PRC 80799 and

WHEREAS CSLC has sent Lease PRC 80799 Amendment No 10 for execution by the General Manager ofLADWP and

WHEREAS the cost of complying with the lease conditions such as purchase of Carbon OffsetslRenewable Energy Public Trust Value mitigation and Attorneys Fees commitment in Lease PRC 80799 Amendment No10 require the City of Los Angeles Board of Water and Power Commissioners approval and

WHEREAS the cost of complying with the lease conditions is estimated to be $165473750 and

WHEREAS Lease PRC 80799 and the first eight amendments duration is for 20 years and covers LADWPs various dust control measures operations and activities from May 1 1999 to May 12019 and

WHEREAS Lease PRC 80799 Amendment No 9s duration is for three years from June 28 2010 or until such time as a Master Plan for Owens Lake is approved by the CSLC and covers LADWPs tillage dust control measures operations and activities and

WHEREAS Lease PRC 80799 Amendment No 10s duration is from December 102010 to May 12019 and

NOW THEREFORE BE IT RESOLVED that Lease PRC 80799 Amendment No1 0 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between the Department of Water and Power of the City of Los Angeles and the California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratify and execute said lease amendment for and on behalf of the LADWP

Approval moved by Commissioner Parfrey

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 37

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey

Noes None

ITEM NO 38 - A written recommendation was received from the Chief Operating Officer and Interim Chief Financial Officer approved by the General Manager recommending the adoption of a resolution approved as to form and legality by the City Attorney authorizing execution ofAgreement No47002 with P A Consulting Group Inc to analyze and assist the Los Angeles Department ofWater and Power to develop a revenue requirement and rate structure

This item was withdrawn

ITEM NO 43 - Adopts an ordinance by the Council of the City ofLos Angeles transferring surplus money from the Power Revenue Fund to the City Reserve Fund during the 20102011 fiscal year the sum of$258815000 Council approval by ordinance is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 011-199

BE IT RESOLVED

1 That the Charter provides that this Board may after the close ofa fiscal year consent to a transfer of surplus money from the Power Revenue Fund to the Reserve Fund of the City based on audited financial data and

2 That this Board finds and determines after first considering and subject to all covenants made by the Department with respect to transfers from the Power Revenue Fund that there is surplus money in the Power Revenue Fund as of the close of fiscal year 200911 0 and consents to the transfer of $258815000 of said surplus money to the Reserve Fund of the City during fiscal year 201011 and pursuant to the terms ofthis resolution and

3 That this Board does further consent that the Council ofThe City ofLos Angeles adopt an ordinance in words and figures substantially as follows to wit

ORDINANCE NO

An ordinance directing the transfer of surplus money from the Power Revenue Fund of the Department of Water and Power to the Reserve Fund ofThe City of Los Angeles during Fiscal Year 20 WIll

THE PEOPLE OF THE CITY OF LOS ANGELES DO ORDAIN AS FOLLOWS

Section 1 Subject to audited fmancial data for fiscal year ended 200910 and all covenants made by the Department of Water and Power (Department) with respect to transfers from the Power Revenue Fund and subject to there having been and only to the extent that there was surplus money in the Power Revenue Fund at the close of the 200910 fiscal year and subject to the declaration ofconsent adopted by the Board of Water and Power Commissioners it is hereby directed that $258815000 be transferred from the Power Revenue Fund of the Department to the Reserve Fund of the City during the 201011 fiscal year

Section 2 The City Clerk shall certify to the passage of this ordinance and have it published in accordance with Council policy either in a daily newspaper circulated in the City of Los Angeles or by posting for ten days in three public places in the City ofLos Angeles one copy on the bulletin board located in the Main Street entrance to the Los Angeles City Hall

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 38

one copy on the bulletin board located at the Main Street entrance to the Los Angeles City Hall East and one copy on the bulletin board located at the Temple Street entrance to the Los Angeles County Hall ofRecords

BE IT FURTHER RESOLVED that after the adoption of an ordinance as set forth in (3) above the Chief Accounting Employee of this Department is directed upon certification by the General Manager to cause to be transferred $129407000 within 10 days after the effective date of the ordinance in one lump sum payment from the Power Revenue Fund of the Department to the Reserve Fund ofthe City and to cause to be transferred the remaining amount in equal monthly installment payments from the Power Revenue Fund of the Department to the Reserve Fund of the City so that by June 30 2011 $258815000 has been paid Such transfers shall be made only after the City has paid the Power Revenue Fund all monthly charges for power services for which the City was billed by the Department

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 44 - Authorizes execution ofAgreement No WR 10-1030 with the Los Angeles Department ofPublic Works Bureau of Sanitation and West Basin Municipal Water District for Recycled Water Services to the Los Angeles Harbor Area for the design construction and operation of the facilities needed to produce and convey 9300 acre-feet per year of recycled water to LADWPs large industrial and irrigation customers LADWP will fund up to $111979472 for new and existing capital improvements and the initial term ofthirty years which may be extended in increments often years Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-200

WHEREAS one of the primary goals of the Los Angeles Department ofWater and Power (LADWP) is to ensure that the City of Los Angeles (City) has a reliable water supply and

WHEREAS in response to the Citys potable water supply challenges LADWP in 2008 prepared the Water Supply Action Plan titled Securing LAs Water Supply that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

WHEREAS LADWP entered into a 25-year agreement (adopted by the Board under Resolution No 91-0344) with the Los Angeles Department ofPublic Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) on June 3 1991 which allows WBMWD to purchase secondary effluent from the PW BOS Hyperion Treatment Plant (HTP) and in exchange LADWP is allowed to purchase 25000 AFY of tertiary treated Title 22 recycled water from WBMWD at an amount no greater than WBMWDs actual cost to produce and reconvey the recycled water back to LADWP and

WHEREAS WBMWD owns and operates the Juanita Millender-McDonald Carson Regional Water Recycling Plant (CRWRP) located in the City of Carson just north of the LADWP service area and

WHEREAS the Harbor Refineries Recycled Water Pipeline Project currently being constructed will provide the delivery method for recycled water in the Los Angeles Harbor Area to large industrial and irrigation customers and will include a point-of-connection at the Los Angeles City boundary with the City of Carson and

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WHEREAS to accomplish delivery of nitrified Title 22 recycled water to Los Angeles Harbor Area customers new treatment facilities need to be constructed at the CRWRP including expansion of the nitrification treatment facilities at the CRWRP as well as the construction of a pipeline in the City of Carson to a point-of-connection at the boundary to the City of Los Angeles and

WHEREAS PWBOS agrees to supply secondary effluent from the HTP to WBMWD and LADWP agrees to purchase tertiary treated disinfected nitrified Title 22 recycled water from WBMWDand

WHEREAS WBMWD has agreed to provide a reliable source of nitrified Title 22 recycled water to the Los Angeles Harbor Area and

WHEREAS the facilities being built by WBMWD and the dedicated current facilities owned by WBMWD to assist LADWP with supplying recycled water will benefit the citizens of Los Angeles for 30 years

NOW THEREFORE BE IT RESOLVED that the proposed Agreement approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP PWBOS and WBMWD be and the same is hereby approved and

BE IT FURTHER RESOLVED that the ChiefAccounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of the obligations arising under this Agreement

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Agreement No WR 10-1030 for and on behalf of LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee will recognize the funds paid to WBMWD to construct to expand and to dedicate WBMWDs assets so as to have the ability to serve LADWP shall be accounted for as a regulatory asset of the Water System that will be amortized over the life of the project which is 30 years

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 45 - Authorizes execution ofAmendment No 1 to Agreement with Los Angeles Public Works Bureau of Sanitation and West Basin Municipal Water District (Resolution No 91-0344) This Amendment supports the City of Los Angeles commitment to maximize the reuse ofwastewater effluent for beneficial reuse The term remain the same Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-201

WHEREAS in response to the City of Los Angeles (City) potable water supply challenges LADWP in 2008 prepared Securing LAs Water Supply a water supply action plan that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 40

WHEREAS LADWP has identified the potential for significant amounts of recycled water usage for industrial purposes in the Los Angeles Harbor Area (Harbor Area) and

WHEREAS there is an existing agreement adopted by the Board under Resolution No 91-0344 (Agreement) among and between LADWP the Los Angeles Department of Public Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) that allows for the conveyance ofsecondary effluent produced at the PWBOS Hyperion Wastewater Treatment Plant (HTP) to the WBMWD Edward C Little Water Recycling Plant (ECL) in EI Segundo California for tertiary treatment and subsequent beneficial reuse and

WHEREAS to provide recycled water to the Harbor Area and to adjacent areas Amendment No 1 to Agreement (Amendment) is necessary to increase WBMWDs secondary effluent wastewater conveyance capability by expanding their existing pump station located at the HTP to a planned ultimate capacity of 70 million gallons per day (MGD) to convey secondary effluent from HTP to ECL and

WHEREAS the PWBOS has the resources and technical expertise to perform wastewater source control pollution prevention and the public outreach activities necessary to comply with all required recycled water regulatory requirements imposed by the State of California Department of Public Health and California Regional Water Quality Control Board and

WHEREAS designating PWBOS as the responsible agency to perform source control will ensure compliance with National Pollution Discharge Elimination Systems permit requirements for which PWBOS will be reimbursed by WBMWD

NOW THEREFORE BE IT RESOLVED that the proposed Amendment approved as to form and legality by the City Attorney and filed with the Secretary of the Board to increase secondary effluent wastewater conveyance and to designate PWBOS as the agency responsible for wastewater source control is hereby approved

BE IT FURTHER RESOLVED that the President or Vice President of this Board the General Manager or such person as the General Manager shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of the Board are hereby authorized empowered and directed to execute said Amendment for and on behalfof LADWP

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 46 - A written recommendation was received from the Personnel Relations Committee that the Board approve their report relative to Grievance No B-074-09 filed by Mr James R Cole

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 41

The following items were presented by the Secretary and ordered filed

ITEM NO 47-A - A report from the Interim Chief Financial Officer showing receipts disbursements and cash balances of the Water and Power Revenue Funds for the month ending December 312010 as follows

REVENUE FUNDS (in thousands)

WATER POWER Beginning Balance December 1 2010 $ 281806 $ 688330

ADD Customer Collections 110560 297326 DWP Interfund Transfers 89106 29923 IPP Subordinated Notes 11343 Other City Departments 6040

Total Receipts $ 199931 $ 344632

LESS Payments to Vendors 62276 237418 Bond Redemption and Interest 57863 124941 Payrolls 23817 52513 SewerlUtility Taxes 38316 49427 DWP Interfund Transfers 36036 42291 Other City Departments 8377 Total Disbursements $ 218321 j 514~967

Ending Balance December 31 2010 $ 263416 $ 517995

ITEM NO 47-B - Monthly report ofactivities for the following units

bull Water System (December 2010)

bull Power System (November 2010)

bull Financial Services Organization (November 2010IDecember 2010)

ITEM NO 47-C - Reports for informational purposes

bull Quarterly Status Report on Water Quality Regulatory Compliance Projects

bull Investment Report Quarter Ending September 30 2010

bull Legislative and Regulatory Update

THE BOARD shall recess to closed session for a conference with legal counsel regarding

A Existing litigation in the following matter

1 Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

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2 City of Los Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

B Anticipated litigation in the following matters

1 Discussion regarding initiation of litigation (1 case) pursuant to Subdivision (c) of Section 549569 of the California Government Code

2 Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

MEETING RECESSED at 1240 pm

MEETING RECONVENED at 1250 pm

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 lO22 AM Page 43

Los Angeles California February 12011

MINUTES OF CLOSED SESSION OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

HELD IN ROOM 1555-H FEBRUARY 12011

1250 PM

Meeting called to order by President Thomas S Sayles and roll called

Present Commissioners President Sayles Eric Holoman Christina E Noonan Jonathan Parfrey

Absent None

A quorum present

In attendance were the following

Ronald O Nichols General Manager Martin L Adams Director of Water Operations Oscar Alvarez Electrical Engineer Aram H Benyamin Senior Assistant General Manager - Power System Joseph Brajevich Assistant General Counsel Water and Power Dirk Broersma Assistant City Attorney Richard M Brown General Counsel Water and Power Priscila Castillo Deputy City Attorney Michael A Coia Executive Director ofPower System Operations and Maintenance Lonnie Eldridge Deputy City Attorney James B McDaniel Senior Assistant General Manager - Water System Lorraine Paskett Senior Assistant General Manager - Sustainability Programs

and External Affairs Ann M Santilli Interim Chief Financial Officer Mark J Sedlacek Director of Environmental Affairs Kenneth Silver Electrical Service Manager Eskel H Solomon Assistant City Attorney Cecilia KT Weldon Chief Administrative Officer

Also in attendance

David Kim Mayors Office

A CLOSED SESSION was held for a conference with legal counsel regarding

Existing litigation in the following matters

ITEM NO 49 Al Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

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Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$14263507 to Allstate Insurance Company in full and complete settlement ofLADWP Claim Number 1026286

RESOLUTION NO 011-202

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Power Revenue Fund in the sum of $14263507 to be paid in the form ofa draft to Allstate Insurance Company Said payment is in full compromise and complete settlement ofLADWP Claim Number 1026286 which arose out of fire damage to personal and real property at 4333 Griffin Avenue Los Angeles California on September 25 2009 The City Attorney is hereby authorized to deliver said draft to Allstate Insurance Company andor the Law Office of Cuibreth amp Schroeder LLR upon receipt of a properly executed Full Release of All Claims and Request for Dismissal

Seconded by President Sayles and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Anticipated litigation in the following matter

ITEM NO 49 B2 (1st case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$5935695 to Landmark Property Management Group LLC in full compromise and complete settlement ofLADWP Claim Number 1027520

RESOLUTION NO 011-203

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $5935695 to be paid as follows a draft in the amount of $5935695 payable to Landmark Property Management Group LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1027520 which arose out of damage done to the structure known as the Santa Fe Loft Apartments at 121 East Sixth Street Los Angeles on August 5 2010 as the result of a Water System water main break The City Attorney is hereby authorized to deliver said draft to Landmark Property Management Group LLC upon receipt ofa properly executed Full Release of All Claims and Request for Dismissal

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

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Anticipated litigation in the following matter

ITEM NO 49 B2 (20d case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(l) of Section 549569 of the California Government Code

Discussion held action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$8000000 to National Subrogation Services in full compromise and complete settlement ofLADWP Claim Number 1025898-19

RESOLUTION NO 011-204

BE IT RESOLVED by the Board ofWater and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $8000000 to be paid as follows a draft in the amount of $8000000 payable to National Subrogation Services LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1025898-19 which arose out of damage to the business known as Canyon Beachwear located at 13035 Ventura Boulevard Studio City on September 52009 The City Attorney is hereby authorized to deliver said draft to National Subrogation Services LLC upon receipt of a properly executed Full Release ofAll Claims and Request for Dismissal

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Existing litigation in the following matter

ITEM NO 49 A2 - City ofLos Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

Discussion held - no action taken

Anticipated litigation in the following matter

ITEM NO 49 B2 (3rd case) - Discussion regarding significant exposure to litigation (3 caSes) pursuant to Subdivision (b )(1) of Section 549569 of the California Government Code

Discussion held - action taken but not a final action that was reportable

Anticipated litigation in the following matter

ITEM NO 49 Bl- Discussion regarding initiation oflitigation (l case) pursuant to subdivision (c) of Section 549569 of the California Government Code

Discussion held - no action taken

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REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 46

COMMISSIONER NOONAN moved the meeting be adjourned

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Meeting adjourned at 1 30 pm

An announcement was made in the Board Room regarding adoption ofthree resolutions one pertaining to the settlement of Los Angeles Superior Court Case Number BC448561 and two pertaining to the settlement ofLADWP Claim Number 1027520 and LADWP Claim Number 1025898-19

SIGNED

~AtrufL~~ SECRETARY

ATTEST

vs~ PRES~T

Page 8: Los Angeles, California, February 1,2011 WATER AND POWER

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 8

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment ofthe obligations arising under this Agreement

BE IT FURTHER RESOLVED that the President or Vice President 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 of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalf ofLADWP

ITEM NO 17 - Authorizes execution of Amendment No1 to Agreement No 47961 with KEMA Inc for an additional increase of $4500000 and Agreement No 47963 with Capgemini for an additional increase of $1500000 to hire design experts for LADWPs Department of Energy American Recovery and Reinvestment Act Awarded Smart Grid Demonstration Program The Amendment increases the term of both contracts by six months Submitted by Chief Operating Officer Senior Assistant General Manager Power System and ChiefAdministrative Officer

RESOLUTION NO 011-177

WHEREAS Los Angeles Department of Water and Power (LADWP) entered into Agreement No 47961 with KEMA Inc (KEMA) and Agreement No 47963 with Capgemini America Inc (Capgemini) both on or about June 12010 and

WHEREAS LADWP proposes to increase the limit of the KEMA Agreement by $4500000 from $3300000 with a total not-to-exceed limit of $7800000 and increase the limit of the Capgemini Agreement by $1500000 from $2200000 with a total not-to-exceed limit of $3700000 and increase the term of both the KEMA Agreement and the Capgemini Agreement from thirty (30) to thirty-six (36) months

NOW THEREFORE BE IT RESOLVED that Amendment No1 to Agreement No 47961 between LADWP and KEMA and Amendment No1 to Agreement No 47963 between LADWP and Capgemini (collectively the Amendments) each approved as to form and legality by the City Attorney and filed with the Secretary of the Board be and the same are hereby approved

BE IT FURTHER RESOLVED that pursuant to City Charter Section 1022 the Board finds that the services in the Amendments can be performed more feasibly by independent contractors than by LADWP or City employees

BE IT FURTHER RESOLVED that the Board finds that pursuant to City Charter Section 371 (e)(2) that utilizing a competitive process for the Amendments would not be practicable because the Amendments consist of professional and expert services of a temporary and occasional character and because of time constraints under the Department of Energy Smart Grid Grant

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 Acting Secretary of the Board be and they are hereby authorized empowered and directed to execute the Amendments

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 Agreements and the Amendments

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 9

ITEM NO 18 - Authorizes Renewal ofAgreement No 47722-8 with Bentley Systems Incorporated to provide Maintenance Services for Bentley Software License and Maintenance The total amount not to exceed $350000 for the one year renewal for the fourth year Submitted by Chief Operating Officer Senior Assistant General Manager Power System and Chief Administrative Officer

RESOLUTION NO 011-178

WHEREAS the Los Angeles Department of Water and Power (LADWP) Board of Commissioners (Board) requires a sole source Agreement with Bentley Systems Inc (Bentley) to provide maintenance services for the Microstation Software (Microstation) and all other Bentley software tools to maintain enhance and provide proprietary products and services including software maintenance software upgrades technical support services training and renewal of licenses over a period of three (3) years with four (4) one-year renewable options for total expenditures not exceeding $3135716 and

WHEREAS the cost of services included into the one-year extension are not to exceed $350000 and

WHEREAS Bentley Software is part of the LADWPs Computer Aided Design System and is a pivotal component of operations and maintenance for electrical services to the citizens of the City ofLos Angeles (City) and

WHEREAS on the Board at its January 22 2008 meeting passed a resolution that any exercise of any renewal options be approved by the Board prior to its execution and

WHEREAS staff respectfully request that this Board reconsider the previous Boards action and to now simply delegate the authority to exercise the renewal options to the General Manager for the remaining three (3) option years of this agreement at one-year intervals not to exceed a total of$I155000 to stay consistent with other similar software maintenance contracts renewal practice

NOW THEREFORE BE IT RESOLVED that the Board approves the one-year renewal of Agreement No 47722-8 not to exceed $350000 for the fourth year approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between the LADWP and Bentley to provide proprietary professional expert and technical services licensing and software maintenance for Bentley software in the Power System and

BE IT FURTHER RESOLVED that pursuant to Section 1022 of the City Charter the Board finds that such services can be performed more economically or feasibly by independent contractors than by LADWP or City employees due to proprietary nature of the software provided and

BE IT FURTHER RESOLVED that the President or Vice President of the Board the General Manager or such person as the General Manager shall designate in writing and the Secretary the Assistant Secretary or Acting Secretary of the Board are hereby authorized and directed to execute Agreement No 47722-8 for and on behalf of the LADWP and

BE IT FURTHER RESOLVED the Board delegates to the General Manager the authority exercise the remaining three (3) renewal option years of this agreement at one year intervals and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of LADWP upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under said Agreement

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 10

ITEM NO 19 - Recommends approval ofPower Purchase Agreement with PacifiCorp and the City ofLos Angeles DWP No BP 10-011 to purchase wholesale energy and provide station power to Magnum Holdings LLC The estimated revenue for LADWP is $105850 for a term ofthree years Submitted by Chief Operating Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 011-179

WHEREAS PacifiCorp which provides retail electric service in the State ofUtah desires to purchase wholesale energy from the Los Angeles Department of Water and Power (LADWP) and

WHEREAS PacifiCorp (dba Rocky Mountain Power) provides retail electric service under the supervision of the Utah Power Service Commission within its franchised service territories in the State of Utah and

WHEREAS PacifiCorp desires to use the Wholesale Electric Service purchase from LADWP to provide electric service to a retail customer and

WHEREAS PacifiCorp and LADWP desire to enter into an Agreement pertaining to the purchase and sale ofwholesale electric service and

WHEREAS the term of the Agreement shall take effect on the date PacifiCorp provides written notice to LADWP that it has received all regulatory approvals necessary to provide retail electric service to the retail customer described in the Agreement for a term of three years

NOW THEREFORE BE IT RESOLVED that the Power Purchase Agreement (Agreement) DWP No BP 10-011 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and PacifiCorp is hereby approved

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund over the term of the Agreement in payment of the obligations incurred if any

BE IT FURTHER RESOLVED that the President or the Vice President of this Board or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Agreement for and on behalf ofLADWP

ITEM NO 22 - Authorizes execution of Geothermal Lease Agreement No I LADWP No BP 10-010 with the Southern California Public Power Authority for consideration with the modifications including an increase acreage from 2950 acres to 3110 acres and further clarification of Section 23 Council approval by ordinance is required Submitted by Chief Operating Officer and Senior Assistant General Manager Power System

RESOLUTION NO 011-180

WHEREAS the Board of Water and Power Commissioners (Board) conditionally approved Geothermal Lease Agreement No1 LADWP No BP 09-028 Resolution No 010-100 on September 152009 subject to amending the MOU to include a provision to incorporate the Los Angeles Department of Water and Powers (LADWP) procurement policies and procedures for all contracts related to the Exploration Structure Due Diligence Effort and Exploratory work and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 11

WHEREAS the City Council disapproved the Boards action on September 152009 under Resolution No 010-100 authorizing the execution of a 35-year Geothermal Lease Agreement with the Southern California Public Power Authority (SCPP A) as referenced in Council File No 09-2517 because the City Administrative Office recommended a Fiscal Review and Assessment Summary of the cost analysis and potential impacts of the project and

WHEREAS LADWP resubmits Geothermal Lease Agreement No1 LADWP No BP 10-010 between LADWP and SCPPA for consideration with the modifications proposed by the Board and City Council and two additional changes including an increase acreage from 2960 acres to 3110 acres and further clarification ofsection 23

NOW THEREFORE BE IT RESOLVED that Geothermal Lease Agreement No1 LADWP Agreement No BP 10-010 approved as to form and legality by the City Attorney and filed with the Secretary of the Board is hereby approved subject to City Council approval

BE IT FURTHER RESOLVED that Resolution No 010-100 adopted by the Board on September 152009 providing for the conditional approval oflease agreement between LADWP and SCPPA LADWP No BP 09-028 for feasibility exploration and potential development ofLADWP-owned property is hereby rescinded

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person as the General Manager or Acting General Manager shall designate in writing is authorized empowered and directed to execute said Geothermal Lease Agreement No1 for and on behalfofLADWP

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person as the General Manager or Acting General Manager shall designate in writing is authorized empowered and directed to execute all necessary exhibits related to Geothermal Lease Agreement No1 as the case may be for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the ChiefAccounting Employee is authorized and directed upon proper certification to accept all revenue generated from Geothermal Lease Agreement No1 and to calculate and record any offsets or credits against such revenue which directly arises from any obligations owed by LADWP in connection with or related to said agreement

ITEM NO 23 - Authorizes the Revision to the Green Book Section 1B2aii Technical Appendix by including the Table 1B2-2 dated June 22 2010 Revision to the list ofwells exempted from linkage to vegetation sites and that are not subject to the automatic well turnshyoffprovisions of the Water Agreement Submitted by ChiefOperating Officer and Senior Assistant General Manager Water System

RESOLUTION NO 011-181

WHEREAS the Los Angeles Department ofWater and Power (LADWP) is a party to the Agreement between the County of Inyo and the City of Los Angeles and its Department of Water and Power on a Long Term Groundwater Management Plan for Owens Valley and nyo County (Water Agreement) and

WHEREAS the technical appendix to the Water Agreement is known as the Green Book and

WHEREAS the Water Agreement and Green Book include provisions for the automatic turnshyoff of groundwater production wells for the protection ofgroundwater dependent vegetation and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 12

WHEREAS the Inyo CountylLos Angeles Technical Group is empowered by the Water Agreement to exempt certain town supply wells irrigation supply wells fish hatchery wells enhancementmitigation project supply wells and other wells not affecting areas with groundwater dependent vegetation as exempt from the automatic turn-off provisions of the Water Agreement and Green Book and

WHEREAS from time to time since the Water Agreement was signed the Inyo County Los Angeles Technical Group has exercised its authority to exempt wells for the aforementioned reasons and

WHEREAS the list of exempt wells currently included in Green Book Section IB2aii does not accurately reflect all of the wells exempted by the Inyo CountylLos Angeles Technical Group and

WHEREAS for the purpose of revising the list of exempt wells in Green Book Section LB2aii the Inyo CountylLos Angeles Technical Group has prepared the attached Table IB2-2 dated June 22 2010 which accurately reflects the current listing of wells permanently exempted by the Technical Group from the automatic turn-off provision of the Water Agreement and

WHEREAS Section XXV ofthe Water Agreement requires the agreement ofLADWP and the Inyo County Board of Supervisors in order to modify the Green Book

NOW THEREFORE BE IT RESOLVED that the Board ofWater and Power Commissioners agrees to modify the Green Book by including the attached Table IB2-2 dated June 22 2010 in Green Book Section LB2aii

BE IT FURTHER RESOLVED a statement affirming that a complete listing of exempt wells is contained in the June 22 2010 Table IB2-2 will be added to Green Book Section LB2aii

ITEM NO 24 - Authorizes submission of Grant Application to the United States Department of the Interior Bureau ofReclamations WaterSMART Water and Energy Efficiency Grants for Fiscal Year 2011 The application is $1000000 for the CommerciallIndustrial Drought Resistant Landscape Incentive Program Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-182

WHEREAS the United States Department of the Interior Bureau of Reclamation (BOR) has approximately $27 million in funding available for the WaterSMART Water and Energy Efficiency Grants for Fiscal Year 2011 which assists irrigation and water districts United States Territories States in the West and other local entities with water delivery authority in leveraging their money and resources by cost sharing with BOR on projects that save water improve energy efficiency address endangered species and other environmental issues and facilitate transfers to new uses and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Commercial Industrial Landscape Drought Resistant Landscape Incentive Program (CI Landscape Program) conserves water by providing incentives to commercial industrial and multi-family customers to replace turf with California-friendly drought-resistant plants and low-volume irrigation and

WHEREAS CI Landscape Program contributes to a sustainable water supply for Los Angeles and

------

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 13

WHEREAS by reducing the amount of replacement water imported from other sources including the Sacramento-San Joaquin Delta the CI Landscape Program reduces the amount of energy used to convey water to users in Los Angeles

WHEREAS the CI Landscape Program has converted 1868119 square feet of turf saving 46535174 gallons ofwater (14281 AF) per year to date

WHEREAS LADWP desires to apply for grant funding in order to expand the CI Landscape Program as detailed in the funding plan and schedule in the application and

WHEREAS the BOR requires approval ofan agencys governing body for each grant funding application

NOW THEREFORE BE IT RESOLVED that an application be made to the BOR for a Water and Energy Efficiency Grant The LADWP is hereby authorized to enter into an agreement to receive a grant for the Project

BE IT FURTHER RESOLVED that the Board of Water and Power Commissioners designates the Senior Assistant General Manager - Water System or his designee (registered engineers) to prepare all necessary data file such application and enter into a grant funding agreement with the BOR and hereby authorizes the Director of Water Resources or his designee (registered engineers) to approve Claims for Reimbursement and to sign performance reports required by a grant funding agreement

ITEM NO 25 - Authorizes LADWPs General Manager to Execute Agreement No R 04310 with the California State Lands Commission (CSLC) allowing LADWP to reimburse reasonable costs incurred by CSLC for application processing and enviromnental documentation associated with the preparation ofa Master Plan for the Owens Lakebed Total costs to LADWP is estimated to be $1003084 with a term of three years Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-183

WHEREAS in March 2010 the Los Angeles Department ofWater and Power (LADWP) initiated a broad collaborative project with diverse interest groups to develop a Master Plan for the Owens Lakebed and

WHEREAS the Master Plan will focus on dust mitigation water efficiency methods habitat and wildlife and potential renewable energy development and

WHEREAS LADWP as part of construction of the Owens Lake Dust Mitigation Program has implemented dust mitigation measures and constructed facilities on certain portions of Owens Lakebed on sections of State land under the jurisdiction of the California State Lands Commission (CSLC) and

WHEREAS CSLC who owns over ninety percent of the Owens Lakebed is a key interest group participating in the development of the Master Plan and has approval authority over the plan and

WHEREAS under Agreement No R 04310 between CSLC and LADWP CSLC has estimated the total cost in processing the application and preparation of enviromnental documents for the Master Plan to be $835903 and the duration is from April 12010 through March 30 2013 with CSLCs cost of construction compliance and mitigation monitoring to be determined as the project progresses and

WHEREAS LADWP is requesting a 20-percent contingency fund to cover the anticipated construction compliance and mitigation monitoring costs bringing the total authorized fund to $1003084 and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 14

WHEREAS Agreement No R 04310 would allow LADWP to reimburse reasonable costs incurred by CSLC for application processing environmental documentation and construction compliance and mitigation monitoring associated with the preparation ofa Master Plan for Owens Lakebed

NOW THEREFORE BE IT RESOLVED that Agreement No R 04310 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between the Department of Water and Power of the City ofLos Angeles and California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of costs of the California State Lands Commission as stipulated under Agreement No R 04310 up to the total amount of $1003084 and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratifY and execute said Agreement No R 043101 for and on behalf of the LADWP

ITEM NO 27 - Authorizes execution of Memorandum ofAgreement with the Los Angeles Department ofPublic Works Bureau of Sanitation the Los Angeles Department ofPublic Works Bureau of Street Services and The River Project to develop and construct the Woodman Avenue Multi-Beneficial Stormwater Capture Project The total project cost estimate is $3396750 ofwhich LADWP is contributing $1200000 for project funding and $150000 for Grant administration Construction completion is scheduled for November 2012 Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-184

WHEREAS the City ofLos Angeles (City) possesses the right to the surface waters of the Los Angeles River its tributaries and the native groundwater ofthe San Fernando Basin in accordance with the California Superior Courts Judgment dated January 26 1979 in The City oLos Angeles vs City oSan Fernando et al Case No 650079 and

WHEREAS local groundwater has historically comprised approximately 15 percent of the Citys water supply which is partially dependent upon replenishment from stormwater flows and

WHEREAS LADWP desires to optimize the use oflocal water resources including stormwater and groundwater to reduce the Citys dependence on imported water supplies and

WHEREAS LADWP is committed to pursuing opportunities to maximize groundwater recharge to sustain and augment the long-term reliability of the Citys groundwater supply in the San Fernando Basin and

WHEREAS LABOS is a bureau of the municipally owned Los Angeles Department ofPublic Works responsible for collecting cleaning and recycling solid and liquid waste including stormwater and urban runoff and

WHEREAS LABSS is a bureau of the municipally owned Los Angeles Department ofPublic Works responsible for street and alley construction and maintenance and

WHEREAS TRP is a non-profit 501(c)(3) organization dedicated to watershed protection conservation and enhancement in Los Angeles County TRP authored the TujungaJPacoima Watershed Plan and has extensive experience studying the Tujunga Watershed and its comprehensive environments and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 15

WHEREAS LADWP LABOS and TRP are committed to pursuing opportunities to enhance water conservation stormwater capture improve water quality and increase open space and

WHEREAS LADWP LABOS and TRP have jointly identified Woodman Avenue located in the San Fernando Valley as a unique opportunity to capture treat and infiltrate a significant volume ofstormwater runoff on an annual basis and

WHEREAS LADWP LABOS LABSS and TRP wish to enter into the proposed Memorandum of Agreement (MOA) to develop and construct the Woodman Avenue Multishybeneficial Stormwater Capture Project (Project) and

WHEREAS the Project will result in the capture treatment and infiltration ofan estimated 80 acre-feet of stormwater per year and

WHEREAS the estimated Project costs are $3396750 and

WHEREAS LADWP in partnership with LABOS and TRP was awarded $1646750 by the 2008 CALFED Watershed Grant Program for the Project and

WHEREAS LABOS has agreed to fund the project management engineering design and construction management of up to a maximum of $400000 and

WHEREAS LADWP has agreed to provide up to $1200000 for construction and $150000 for staff support and

NOW THEREFORE BE IT RESOLVED that the proposed MOA between and among LADWP LABOS LABSS and The River Project (TRP) for the Woodman Avenue Multishybeneficial Stormwater Capture Project (Project) approved as to form and legality by the City Attorney and filed with the Secretary of the Board be and the same is hereby approved and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in the amount of $1 200000 for the construction work proposed under this MOA that has been budgeted under Fiscal Year 2011-12

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Memorandum of Agreement for and on behalf of LADWP

ITEM NO 28 - Adopts the Initial Study and Mitigated Negative Declaration for the Woodman Avenue Multi-Beneficial Stormwater Capture Pilot Project approving the Project and authorizing its construction The cost ofthis project is estimated to be $3396750 with an estimated duration of four years Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-185

WHEREAS the City ofLos Angeles Department of Water and Powers (LADWP) Watershed Management Group and the City of Los Angeles Bureau of Sanitations (LABOS) Watershed Protection Division in partnership with the non-profit group The River Project have identified Woodman Avenue located in the San Fernando Valley as a unique opportunity to capture treat and infiltrate a significant volume of stormwater runoff on an annual basis and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 16

WHEREAS LADWP proposes to implement the Woodman Avenue Multi-Beneficial Stonnwater Capture Pilot Project (Project) to help recharge the groundwater table improve water quality and alleviate local flooding along the 7700 block ofWoodman Avenue and

WHEREAS LADWP prepared an Initial StudylNegative Declaration (ISIMND) for the proposed Project and circulated this document for public review from December l3 2010 to January 142011 and

WHEREAS a Notice of Intent to Adopt an MND was published in the Los Angeles Times and mailed to interested persons and agencies

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners of the City ofLos Angeles (Board) recognizes that a study was made ofthe potential environmental effects of the proposed Project including its construction and operation This study is embodied in the ISMND on file with the Secretary of this Board and is incorporated in this Resolution and made a part hereof

BE IT FURTHER RESOLVED that the Board recognizes the ISMND identifies the following impacts that are potentially significant unless mitigation is incorporated and proposes the following mitigation measures and a program for implementation and monitoring

Potential Mitigation Recommended Mitigation PeriodMethod Implementation Impact Measure of Implementation Monitor

No

Cultural Resources I Itispossibletl1at CUL-I Should archaeological or paleontological During constructio Project

subsurface resources be encountered during earth- Construction archaeological or moving activities (Le grading and Manager will be paleontological resource excavation) a qualified archaeologist ando responsible for may be present within paleontologist shall be retained and shall implementation the project area implement procedures for temporarily andLADWP

halting or redirecting work to permit the Environmental sampling identification and evaluation of Services will the resources as appropriate Ifthe provide resources are found to be significant the compliance archaeologist andor paleontologist shall oversight determine appropriate actions in cooperation with the City of Los Angeles shyfor preservation andor data recovery If human remains are discovered the Los Angeles County Coroner shall be contacted the area of the find shall be protected and provisions of State CEQA Guidelines Section 150645 shall be followed

Hazards and Hazardous Materials Temporary lane closures HAZ-I A Traffic Control Plan will be prepared and Prior to and during Project and other public right-of will include notification ofsurrounding construction Construction way construction emergency service providers including the Manager will be activities could impair adjacent Kaiser Permanente Medical Center responsible for implementation of or As part of the plan emergency service implementation physically interfere with providers will be notified prior to andLADWP an adopted emergency construction and provided information Environmental response plan regarding lane closures construction Services will

schedule driveway blockages etc A plan t( provide maintain or accommodate essential compliance emergency access routes eg plating over oversight excavations use of detours etc will be developed and implemented

Noise Constructive activity NOI-l Project specifications shall restrict Prior to and during Project could result in temporaI) construction to normal work days and hours construction Construction exposure of persons to (as per LAMC Section 4110) and shall Manager will be excessive noise and require the construction contractor to responsible for vibration develop and implement a Noise Mitigation implementation

Plan to include the use ofmuftlers shields andLADWP sound barriers andor other noise reduction Environmental devices or techniques as feasible during Services will operation ofconstruction equipment Two provide weeks prior to the onset of construction compliance

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REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Pagel7

of construction notification of the location timing and duration of the proposed construction shall be provided to adjacent residents and businesses (within a V mile radius from the project site) and Kaiser Permanente Panorama City

oversight

Transportation and Traffic Temporary lane closures TR-l and other public right-of way construction activities could affect vehicle traffic and other modes of transportation beyond acceptable levels

A Traffic Control Plan will be prepared and approved by the City prior to the beginning ofconstruction Emergency service providers (fire police and ambulance) and Kaiser Pemlanente Panorama City shall be notified prior to construction to communicate information regarding lane closures construction schedule driveway blockages etc and to develop a plan to maintain or accommodate essential emergency and patient access routes eg plating over excavations use of detours effect on existing bus stop etc

Prior to construction

Project Construction Manager will be responsible for implementation andLADWP Environmental Services will provide compliance oversight

BE IT FURTHER RESOLVED that this Board further fmds that with the implementation of the above mitigation measures potential impacts to cultural resources hazards and hazardous materials noise and transportation and traffic will be less than significant

BE IT FURTHER RESOLVED that this Board certifies that the ISIMND has been prepared in compliance with California Environmental Quality Act that it has reviewed and considered the information contained in the ISIMND and that the ISIMND reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board finds on the basis of the whole record before it including the IS that there is no substantial evidence that the Project will have a significant effect on the environment

BE ITFURTHER RESOLVED that this Board adopts the ISIMND and approves the Project

BE IT FURTHER RESOLVED that LADWP shall file a Notice ofDetermination with the Los Angeles City Clerk and the Los Angeles County Clerk within five working days after deciding to approve the Project

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of tIe record of proceedings for this project

ITEM NO 29 - Approves Addendum No 1 to the Mitigated Negative Declaration for the Geotechnical Investigation for the North Haiwee Dam No2 Project Further a Notice of Determination is authorized to be filed with the Inyo County Clerk Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-186

WHEREAS LADWP proposes to implement the Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS LADWP prepared an Initial StudylMitigated Negative Declaration (ISIMND SCH 2003091085) for a similar project at the same location in April 2004 titled Geotechnical Investigations at North Haiwee Dam Project and

WHEREAS the City of Los Angeles Board of Water and Power Commissioners (Board) adopted the ISIMND and approved the implementation of the Geotechnical Investigations at North Haiwee Dam Project on July 6 2004 and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 18

WHEREAS an Addendum which addresses the proposed modifications to the previously adopted ISIMND has been prepared titled Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS CEQA Guideline section 15164(b) allows a lead agency to prepare an addendum to an MND as follows

An addendum to an adopted negative declaration may be prepared ifonly minor technical changes or additions are necessary or none of the conditions described in Section 15162 calling for the preparation of a subsequent EIR or negative declaration have occurred

WHEREAS CEQA Guideline section15162 requires a subsequent negative declaration under the following circumstances

(a) When an EIR has been certified or a negative declaration adopted for a project no subsequent ErR shall be prepared for that project unless the lead agency determines on the basis of substantial evidence in the light of the whole record one or more of the following

(1) Substantial changes are proposed in the project which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects

(2) Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous ErR or Negative Declaration due to the involvement ofnew significant environmental effects or a substantial increase in the severity of previously identified significant effects or

(3) New information of substantial importance which was not known and could not have been known with the exercise ofreasonable diligence at the time the previous ErR was certified as complete or the Negative Declaration was adopted shows any of the following

A) The project will have one or more significant effects not discussed the previous EIR or negative declaration or

B) Significant effects previously examined will be substantially more severe than shown in the previous ErR or

C) Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project but the project proponents decline to adopt the mitigation measure or alternative or

D) Mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce one or more significant effects on the environment but the project proponents decline to adopt the mitigation measure or alternative

NOW THEREFORE BE IT RESOLVED that the City of Los Angeles Board of Water and Power Commissioners (Board) recognizes that a study of the proposed changes to the previously adopted ISIMND was made and the associated environmental effects assessed for the proposed Geotechnical Investigations for the North Haiwee Dam No2 Project This study is embodied in the Addendum on file with the Secretary ofthis Board This Board has reviewed and considered the information contained in such document which is incorporated in this Resolution and made a part hereof

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 19

BE IT FURTHER RESOLVED that this Board makes the following fIndings and determinations with respect to the proposed project

bull An Addendum was prepared which analyzed the potential environmental impacts associated with the construction and operation ofthe proposed project

bull As demonstrated in the environmental analysis of the currently proposed project modifIcations none of the conditions described in CEQA Guideline section 15162 calling for the preparation ofa subsequent EIR or negative declaration have occurred The proposed project modifIcations would not result in any additional signifIcant impacts nor would it increase the severity ofpreviously identifIed signifIcant impacts Therefore it can be concluded that pursuant to CEQA Guideline section 15164(b) the proposed project modifIcations are only minor technical changes or additions and as such an addendum to the 2004 MND for the Geotechnical Investigations at North Haiwee Dam Project may be prepared

Below is the proposed Mitigation Monitoring and Reporting Plan (MMRP) for the proposed Addendum This MMRP includes mitigation measures from the previously approved 2004 ISIMND as well as proposed changes to it in order to enhance its effectiveness Underline denotes a new measure while strikeout indicates a removed measure

Air Quality

bull The project specifIcations shall incorporate the applicable provisions of the Great Basin Valleys Air Pollution Control District Fugitive Dust Rule (Rule 401) provided below

A person shall take reasonable precautions to prevent visible particulate matter from being airborne under normal wind conditions beyond the property from which the emission originates Reasonable precautions include but are not limited to

1 Use where possible of water for control ofdust in trenching and boring operations

2 Application of water on dirt roads material stockpiles

3 Use ofwater chemicals chuting venting or other precautions to prevent particulate matter from being airborne in handling dusty materials to open stockpiles and mobile equipment and

4 Maintenance of roadways in a clean condition

bull The contractor shall discontinue construction activities during fIrst and second-stage smog alerts

Biological Resources

bull To compensate for the permanent loss ofhabitat LADWP will preserve Mohave ground squirrel habitat (Habitat Management Lands) at a 3 1 ratio at a location approved by CDFG Funding for the long-term management ofthe land preserved also is required LADWP and CDFG will negotiate the per-acre cost ofmanaging the lands to be preserved and fee title or conservation easement shall be granted to CDFG or other CDFG-approved non-profIt entity

Alternatively the preservation ofMohave ground squirrel habitat could be accomplished through elimination ofcattle grazing on lands owned by LlDWP in Jnyo County vvithin the geographic range ofMohave ground squirrel andor restomtion ofnative vegetation within the range and in habitat suitable for Mohave ground squirrel on LADWP public or state lands in Jnyo County In either case LADWP

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U~~~fer e title or a cOflservatiofl easemeflt oler the Habitat ManagemeBt Laads to ~rt~rms approved by the CDFG AlteFflatit-ely the traflsfer mad be to

another public entity or not profit corporation appro led by the CDFG d t) approed by the CDFG 1lfrer erms

bull A pre-construction environmental education program shall be conducted for all persons working on the project The education program shall include identification of sensitive biological resources on-site terms and conditions of the Incidental Take Permit and the California Endangered Species Act

bull Impacts to sanicle cyrnopterus shall be avoided where feasible through project redesigIl In particular Trench T 2 contains hve clusters of sanicle cyrnopterus If redesigIl of Trench T 2 to atOid impacts to sanicle cymopterus is not feasible a mitigation plan shall be negotiated with and approed by CDFG

bull Sanicle cymopterus populations near proposed geotechnical testing sites shall be flagged by a qualified biologist prior to testing activities and avoided by project personnel

bull A qualified biological monitor familiar with sanicle cymopterus shall be on-site during testing activities in the vicinity of this species

bull Project boundaries shall be clearly delineated prior to construction Existing roads shall be used to the greatest extent possible All project-related parking and equipment storage shall be confined to previously disturbed areas

bull A qualified biological monitor familiar with Mohave ground squirrel shall be on-site to monitor trenching and boring activities

bull Trash and food items shall be removed from the site daily and disposed ofproperly to avoid attracting ravens a common predator of the Mohave ground squirrel

bull Ramps shall be provided in trenches to allow animals to escape

bull All temporarily affected areas that were previously vegetated shall be restored with native plant species to accelerate recovery

bull During construction and at the completion of construction activities monthly and final compliance reports shall be provided to CDFG documenting the effectiveness of mitigation measures and the level of take associated with the project

bull Water from well-pump testing shall be discharged to the ground in Mohave ground squirrel habitat areas

bull Because project activities will disturb Mohave ground squirrel habitat in a recognized core area for the species land acquisition to compensate for habitat loss should focus on private or BLM disposal lands within the CosoOlancha core area ELM disposal lands west of the North Haiwee Dam (828 acres) are within the CosoOlancha core area and should be considered the top priority mitigation lands If land acquisition is not possible or proves difficult in CosoOlancha core area then land should be acquired in one ofthe following alternative areas (listed in order ofpreference)

1 In the Little Dixie Wash core area Kern County 2 In the corridor connecting the CosoOlancha core area and the Little Dixie Wash

core area 3 Adjacent to the CosoOlancha core area in Inyo County and 4 In the corridor connecting the Little Dixie Wash core area and the Edwards Air

Force Base Core Area in Kern County

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bull An authorized biologist or monitor shall guide project equipment around active ground squirrel burrows to reduce the likelihood of taking individual Mohave ground squirrels and minimize habitat disturbances

bull If a live Mohave ground squirrel is unearthed during project activities the Authorized Biologist shall rescue the squirrel and if it is the squirrels active period release it at least 50 meters from project activities If it is the squirrels dormant period then the biologist should construct an artificial burrow at least 50 meters from project activities and place the squirrel in the artificial burrow

bull Individual Joshua trees shall be avoided to the greatest extent possible Compensation for impacts to Joshua tree woodland shall be negotiated with CDFG prior to groundshydisturbing activities

bull Compensation for impacts to Mohave riparian forest shall be negotiated with CDFG prior to ground-disturbing activities

In addition to ensure that project impacts to other special-status wildlife species and Jurisdictional Waters and Wetlands would be mitigated to less than significant the following additional mitigation measures are recommended

bull Conduct pre-construction protocol surveys for desert tortoise Pre-construction surveys should be conducted no more than 30 days prior to construction operations Standard protocol language includes Protocol surveys for desert tortoise will follow the guidelines for linear projects stipulated in the Pre-Project Field Survey Protocol for Potential Desert Tortoise Habitats (USFWS 2010) As stated in this guideline a 10 meter wide belt that transects with 100 percent coverage would be conducted in all habitats capable of supporting the desert tortoise within the project area Ifneither tortoises nor sign are encountered during the Action Area surveys three additional 10 meter belt transects at 200 meter intervals parallel to the project area will be surveyed Surveys for determination of presence or absence are restricted to the desert tortoises active period which is April through Mayor September through October and at temperatures below 40 degrees Celsius

bull Should a desert tortoise burrow be observed during pre-construction surveys and the end is not visible the burrow should be scoped for tortoise occupancy All unoccupied burrows should be collapsed Should a live desert tortoise be observed during preshyconstruction surveys above- or below ground desert tortoise fencing must be installed around project work areas excluding access roads Tortoise fencing will avoid occupied burrows iffound Fence installation will require two desert tortoise clearance surveys within the exclusion area prior to beginning construction operations Any tortoises found within the exclusion fence the exclusion fence will be re-designed to exclude the tortoise from the project work area No handling of tortoises is permitted

bull A biological monitor is recommended for the duration ofproject construction operations Should a tortoise be observed during construction operations project activities will temporarily cease in the immediate area and allow the tortoise to move on its own accord

bull In accordance with federal and California State Endangered Species Acts the contractor shall immediately report all observations of desert tortoise or any listed species to LADWP Environmental Services and take care not to take or harass the species A LADWP Environmental Service Representative will inform appropriate federal and State resource agency personnel of the sighting

bull Implement pre-construction surveys and construction monitoring to minimize impacts to badger

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bull For any construction activities scheduled to occur during the nesting season (typically February 15 to July 31) pre-construction surveys should be conducted to identify any nesting birds If active nests are identified determine whether proposed activities within 200 feet could cause found nests to fail

Cultural Resources

bull Trenching boring and well locations in areas outside ofpreviously surveyed areas such as T -7 (EDA W 2003b) require a pedestrian archaeological survey and ifapplicable a record search prior to construction activities All activities shall be located to avoid historic and archaeological resources

bull Trenching and boring locations shall be located to avoid known historic or archaeological resources-in particular the historic and cultural resources at Trenches T-4 and T-5 and the geotechnical borings in and around CA-INY-22435703 CA-INYshy4591H HD-CS-OOIH (now CA-INY-6574) HD-CS-005H CA-INY-6575 (formerly HD-CS-002H) CA-INY-6577 and CA-INY-6585 shall be flagged for avoIdance A qualified archaeologist shall be retained to assist with determining acceptable location parameters for these trenches and borings The archaeologist is authorized to delineate the loci of the existing resources at Trenches T -4 and T -5 by use ofsmall-shovel test pits

bull A qualified cultural resources monitor shall be on-site during ground-disturbing activities at the adjusted Trench T-4 and T-510cations and at the borings in and around known cultural resources The cultural resources monitor shall have the authority to halt or redirect construction ifnew significant cultural resources are found

BE IT FURTHER RESOLVED that this Board fmds that with the implementation of the above mitigation measures potential impacts to air quality biological resources and cultural resources will be less than significant

BE IT FURTHER RESOLVED that this Board has reviewed and considered the information as contained in the proposed Addendum and that the Addendum reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board adopts the Addendum requires implementation of the mitigation measures adopts the Mitigation Monitoring and Reporting Plan approves the Geotechnical Investigations for the North Haiwee Dam No2 Project and approves the payment for permit and mitigation costs associated with this project

BE IT FURTHER RESOLVED that LADWP shall file a Notice of Determination with the Inyo County Clerk that finds that this Board has adopted the Addendum for the project that the Board has required implementation of the mitigation measures for the project that the Board has adopted the Mitigation Monitoring and Reporting Plan for the project and that there is no substantial evidence in light of the whole record that the project may have a significant effect on the environment

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of the record of proceedings for this project

ITEM NO 30 - Recommends approval of the Grid Reliability Study dated December 31 2010 that is required per Section 3B3 of the Once-Through-Cooling Policy Upon approval LADWP will fmalize and submit the Study to the State Water Resources Control Board and the Statewide Advisory Committee on Cooling Water Intake Structures Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Power System

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RESOLUTION NO 011-187

WHEREAS the Los Angeles Department of Water and Power (LADWP) has an obligation to provide adequate and reliable electricity service to its customers in The City of Los Angeles and

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners approves the Grid Reliability Study (GRS) dated December 31 2010

BE IT FURTHER RESOLVED that LADWP may use this GRS for submission to any agency or entity requiring LADWP to submit a reliability study

ITEM NO 31- Authorizes execution of Amendment No1 to Short Form IRU-12 Lease Agreement (Agreement No FO-500-092007) with Fox Entertainment Group Inc to continue to provide the Indefeasible Right of Use of a certain component of the LADWPs fiber optic network between 10351 Santa Monica Boulevard Los Angeles and Building 101 10201 Pico Boulevard Los Angeles The term ofAgreement is amended to five yeats Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-188

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 subordinate agreement to Optical Fiber Lease Agreement No FO-293-042004 (Master Agreement) between the Department of Water and Power of the City of Los Angeles (LADWP) and Fox Entertainment Group Inc was approved by the General Manager and became effective on January 18 2008 grants to Fox Entertainment Group Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 has an initial term of three (3) years which expired on January 18 2011 and

WHEREAS both the LADWP and Fox Entertainment Group Inc desire to extend the term of Short Form IRU-12 Lease Agreement No FO-500-092007 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No I to Short Form IRU-12 Lease Agreement No FO-500-092007 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Fox Entertainment Group Inc be and the same is hereby approved and ratified

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 the Assistant Secretary or the Acting Secretary ofthe Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 for and on behalfofLADWP

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ITEM NO 32 - Authorizes execution ofAmendment No1 to Short Form IRU-08 Lease Agreement (Agreement No FO-609-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network between One Wilshire 4th Floor MMR or MDF Room 624 South Grand Avenue Los Angeles California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to five years Submitted by ChiefOperating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-189

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-0l2006 (Master Agreement) between the Department ofWater and Power of the City of Los Angeles (LADWP) and Sohonet Inc was authorized by Board Resolution No 010-213 on February 22010 grants Sohonet Inc the Indefeasible Right ofUse ofa certain component ofthe LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 has an initial term of one (1) year which is set to expire on February 16 2011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-08 Lease Agreement No FO-609-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-08 Lease Agreement No FO-609-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 for and on behalfofLADWP

ITEM NO 33 - Authorizes execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement (Agreement No FO-610-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse ofa certain component of the LADWPs fiber optic network between ADS 948 Cahuenga Boulevard Hollywood California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to two years Submitted by Chief Operating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-190

WHEREAS this Short Form IRU-09 Lease Agreement No FO-61O-1212009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-01l2006 (Master Agreement) between the Department of Water and Power ofthe City of Los Angeles (LADWP) and Sohonet Inc was approved by the General Manager and became effective on February 19 2010 grants Sohonet Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

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WHEREAS this Short Form IRU-09 Lease Agreement No FO-61 0-122009 has an initial term ofone (1) year which is set to expire on February 192011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-09 Lease Agreement No FO-610-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU -09 Lease Agreement No FO-61 0-122009 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 for and on behalfofLADWP

ITEM NO 34 - Authorizes execution ofAmendment No 1 to Purchase Order 49019-1 (New Agreement No 47003) with Phimation Strategy Group for consulting services for change management efforts and training This Amendment increases contract amount by $235750 and extends the contract one year All other contract terms remain the same Submitted by Chief Operating Officer

RESOLUTION NO 011-191

WHEREAS the Los Angeles Department of Water and Power (hereinafter referred to as LADWP) and Phimation Strategy Group (hereinafter referred to as Consultant) entered into a contract wherein Consultant agreed to assist the General Managers Office (GM) to conduct change leadership training and culture change program and

WHEREAS effective September 13 2010 the LADWP and Consultant entered into Purchase Order Agreement No 49019-1 (which together with all amendments and supplements thereto hereinafter shall be referred to as the Agreement) and

WHEREAS the LADWP proposes to execute Amendment No1 to Purchase Order 49019-1 to extend the term through February 122012 and

WHEREAS the LADWP proposes to amend Purchase Order 49019-1 to increase the contract amount from $149000 to $384750 converting the General Manager Award to a Board Award (New Agreement No 47003) and

WHEREAS the amendment is necessary and proper to continue or complete certain activities authorized under the Agreement

NOW THEREFORE BE IT RESOLVED that the LADWP and Consultant agree to amend the Purchase Order Agreement No 49019-1 as follows

Make an administrative change in the Agreement number from 49019-1 to 47003 2 The term ofthe Agreement has been extended through February 122012 3 The total cost ofthe Agreement is increased by $235750 for a maximum expenditure

limit of $384750

1

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4 Add Line Item 002 to read as follows Change Leadership Training and Culture Change Program - Additional Services as described in Service Definition All not-to-exceed $235750

5 Delete and replace terms under Page 2 Service Definition 6 Delete and replace terms described under Pages 2-3 Invoice and Payments 7 Delete terms under Pages 3-4 Itemized Expenses in its entirety 8 Delete and replace terms described under Page 9 Termination

BE IT FURTHER RESOLVED that pursuant to City Charter Section 371 (e)(2) the use of competitive bidding for this agreement is not practicable or advantageous because the work to be performed is of an expert professional temporary and occasional character

BE IT FURTHER RESOLVED the Board finds in accordance with Charter 1022 of the Los Angeles City Charter that the services to be performed under this contract can be more economically and feasibly performed by an independent contractor than by City employees

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under this Agreement and

BE IT FURTHER RESOLVED that the President or 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 of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalfofLADWP

ITEM NO 35 - Awards Amendment No2 to Contract No 969 to Furnish and Deliver Tires and Tubes to TCI Tire Centers LLC for a cooperative purchase with City ofLos Angeles Department of General Services Division Contract No 58289 The amendment will increase the second optional period by $1012595 All other contract tenns shall remain the same Submitted by Chief Operating Officer and Chief Administrative Officer

RESOLUTION NO 19362

WHEREAS TCI Tire Centers LLC was awarded Contract No 969 a cooperative purchase to City ofLos Angeles Department of General Services Division Contract 58289 for furnishing and delivering of tires and tubes and

WHEREAS the Los Angeles Department of Water Power (LADWP) utilizes Contract No 969 to provide routine maintenance to LADWPs motor pool and

WHEREAS LADWPs Joint System recommends Amendment No2 to Contract No 969 with TCI Tire Centers LLC to increase the second optional period by $101259500 to $180000000 and

WHEREAS Contract No 969 is coterminous with the City ofLos Angeles Contract No 58289 which expires on May 31 2011 No additional time is needed

NOW THEREFORE BE IT RESOLVED that Amendment No2 to Contract No 969 is approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee is hereby authorized and directed to draw demands upon the Water and Power Revenue Funds in accordance with the terms of this amendment awarded pursuant to Contract No 969 and this resolution

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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 themiddot Acting Secretary of the Board are hereby authorized and directed to execute said contract for and on behalf ofLADWP

ITEM NO 36 - Authorizes execution ofa Purchase and Sale Agreement ofReal Property at 12655 Garber Street Pacoima California for the Water Systems Garber Street Recycled Water Tank Project for the purchase price of$350000 plus closing and incidental expenses (Real Estate File W-36943) Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-192

W-36943 (Purchase ofFee Property Required for the Garber Street Recycled Water Tank)

WHEREAS the Los Angeles Department of Water and Power (LADWP) would like to acquire a parcel of land (which includes a residence) for the Garber Street Recycled Water Tank and

WHEREAS the LADWP has identified property owned by Jules M Adger (Seller) located at 12655 Garber Street Pacoima California which LADWP desires to acquire and

WHEREAS the Board ofCommissioners of the Los Angeles Department of Water and Power has the authority pursuant to Los Angeles City Charter Section 675(d)(1) to acquire by purchase all real property convenient for LADWP purposes

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners hereby approve substantially as to form the Purchase and Sale Agreement between LADWP and the Seller and

BE IT FURTHERRESOLVED 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 directed and empowered to execute said Purchase and Sale Agreement for and on behalf of the LADWP The Manager ofReal Estate is authorized empowered and directed to execute Escrow Documents and other related documents for and on behalf of the LADWPand

BE IT FURTHER RESOLVED that the Chief Accounting Employee ofLADWP upon proper certification is hereby authorized and directed to authenticate a demand or demands upon the proper revenue fund for payment of the $350000 purchase price plus closing and incidental expenses at least five days prior to the close ofescrow

ITEM NO 37 - Approves payment of $33890899 to the State ofCalifornia Department of Industrial Relations for Workers Compensation Self-Insurance Program administration fees for Fiscal Year 2010-201 L Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-193

WHEREAS the City of Los Angeles Department of Water and Power (LADWP) is selfshyinsured and self-administered for its workers compensation liability

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BE IT RESOLVED that the payment ofWorkers Compensation Self-Insurance Program administration fees for the Fiscal Year 2010-2011 as assessed by the State of California Department of Industrial Relations in their invoice dated November 302010 is $33890899 and pursuant to California Labor Code Sections 625 and 626 is authorized and directed

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to authenticate a demand on the Water Revenue Fund in payment of the above fees arising from the requirements of California Labor Code 625 and 626

ITEM NO 39 - Approves the water quality improvement demand side management reclaimed water and water security expenditures for the twelve month period commencing July 1 2011 Submitted by Chief Operating Officer Interim Chief Financial Officer and

Senior Assistant General Manager - Water System

RESOLUTION NO 011-194

WHEREAS Water Rates Ordinance No 170435 as amended by Ordinance Nos 171639 173017 175964 177968 and 179802 authorizes the recovery of certain qualified Board approved expenditures for Water Quality Improvement Programs through the Water Quality Improvement Adjustment Factor for Demand Side Management and Reclaimed Water Programs through the Water Procurement Adjustment Factor and Water Security costs through the Water Security Adjustment Factor

NOW THEREFORE BE IT RESOLVED that the Board approves Schedules A B C and D which are on file with the Secretary of the Board which describe and identifY (A) water quality expenditures totaling $3374 million (B) demand side management expenditures totaling $310 million (C) reclaimed water expenditures totaling $761 million and (D) water security expenditures totaling $686 million for the twelve-month period from July 1 2011 through June 30 2012

ITEM NO 40 - Authorizes the issuance ofa maximum of $350 million of Water System Refunding Revenue Bonds for the purpose of refinancing higher interest rate bonds with lower interest rate bonds Council approval is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 4831

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMISSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing ofUp to $350000000 Pursuant to Section 609 of The Charter ofThe City ofLos Angeles Through the Issuance of

Revenue Bonds Payable from the Water Revenue Fund

Resolution No- 4831

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City of Los Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power ofthe City of Los Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter of The City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Water Revenue Fund to evidence the indebtedness created by such borrowing

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Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations of the Department payable from the Water Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

THREE HUNDRED FIFTY MILLION DOLLARS ($350000000)

and said Bonds are to be issued in one or more series or sub series at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number of days elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer ofthe Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 ofOrdinance No 172353 of the City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 of Division 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale ofeach series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with respect to the Bonds shall not exceed ten percent ofthe principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 ofthis Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest costfor the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number ofdays elapsed

Section 9 The authorization ofthe issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance ofbonds on account of the Water System heretofore made by resolution of this Board

Section 10 The Secretary ofthis Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices ofthe Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office ofAdministrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

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ITEM NO 41-Authorizes the issuance ofa maximum of$I5 billion ofPower System Refunding Revenue Bonds to refinance or replace existing Power System Revenue Bonds mostly set with higher interest rates with lower rates thereby lowering LADWPs cost of debt Council approval is required Submitted by ChiefOperating Officer and Interim Chief Financial Officer

RESOLUTION NO 4830

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMSSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing of Up to $1500000000 Pursuant to Section 609 of The Charter of The City of Los Angeles Through the Issuance of

Revenue Bonds Payable from the Power Revenue Fund

Resolution No 4830

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City ofLos Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power of the City ofLos Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter ofThe City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Power Revenue Fund to evidence the indebtedness created by such borrowing

Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations ofthe Department payable from the Power Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

ONE BILLION FIVE HUNDRED MILLION DOLLARS ($1500000000)

and said Bonds are to be issued in one or more series or subseries at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of 365 days for the actual number ofdays elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer of the Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 of Ordinance No 172353 ofthe City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 ofDivision 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale of each series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 31

is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with re~pect to the Bonds shall not exceed ten percent of the principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 of this Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of365 days for the actual number of days elapsed

Section 9 The authorization of the issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance of bonds on account of the Power System heretofore made by resolution of this Board

Section 10 The Secretary of this Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices of the Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office of Administrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

ITEM NO 42 - Authorizes execution of Agreement No 47582 with Dewey amp LeBoeufLLP for Legal Services related to Merger and Acquisition Transactions to divestiture of power assets and the potential acquisition of non-carbon replacement assets The total amount not to exceed $1000000 for a term ofeighteen months Submitted by Chief Operating Officer and General Counsel

RESOLUTION NO 011-195

WHEREAS the Office of the City Attorney (City Attorney) on behalf ofthe Los Angeles Department of Water and Power (LADWP) solicited requests for proposals from law firms to assist the City Attorney in providing LADWP advice and representation in matters related to the Departments merger and acquisition transactions (M amp A) to divestiture ofpower assets and the potential acquisition of non-carbon replacement assets

WHEREAS the City Attorney selected the law finn of Dewey amp LeBoeuf LLP from a competitive bidding process for providing the necessary legal services and

WHEREAS the City Attorney finds that an appropriation of$lOOOOOO for a period of eighteen months is necessary at this time to manage anticipated M amp A transactions

BE IT RESOLVED that in compliance with City Charter Section 1022 the Board of Water and Power Commissioners of the City ofLos Angeles (Board) finds it is more feasible to have the assistance ofoutside counsel due to the complexity of and the expertise required for the aforementioned transactions

BE IT FURTHER RESOLVED the President or 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 of the Board be and they are hereby authorized and directed to execute Agreement No 47582 (or one in substantial form and content as the one submitted herewith as determined by the City Attorney) for and on behalf ofLADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 32

BE IT FURTHER RESOLVED that the Chief Accounting Employee of LADWP upon proper certification be and is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under said Agreement

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 48 - Reports were given by Management concerning matters relating to Department operations as follows

a) Integrated Resource Plan Update (Michael Webster Power Engineering Manager)

b) Renewable Portfolio Standard Project Update

Deemed accepted

c) 2010 Urban Water Management Plan (Tom Erb Director of Water Resources)

Written recommendations approved by the General Manager transmitting the following resolutions approved as to form and legality by the City Attorney

ITEM NO5 - Approval of the minutes of the January 4 2011 regular meeting of the Board of Water and Power Commissioners

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO6 - Authorizes award of Specification No 199 to Furnish and Deliver Meters Cold Positive Displacement Type to Neptune Technology Group Inc for a total amount not to exceed $22692293 for a term of one year with two optional one-year periods Submitted by Chief Operating Officer Senior Assistant General Manager - Water System and Chief Administrative Officer

RESOLUTION NO 19363

WHEREAS this contract is to furnish and deliver Meters Cold Positive Displacement Type and

WHEREAS Neptune Technology Group Inc is the lowest compliant bidder under Specification No 199 and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Water System recommends that Neptune Technology Group Inc be awarded a contract under Specification No 199

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 33

NOW THEREFORE BE IT RESOLVED that Neptune Technology Group Inc is awarded Contract No 199 for a total maximum amount not to exceed $2269229300 which includes all optional periods for a term of one-year with two optional one-year extensions under Specification No 199 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the President or Vice President 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 contract for and on behalf of the LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 199 and this Resolution

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO7 - Authorizes award of Specification No 217 to Furnish and Deliver Broadcaster Network Equipment and Software to Evertz Microsystems Ltd for a total amount not to exceed $4750000 for a term of one year with four optional one-year periods Council approval is required Submitted by Chief Operating Officer and Chief Administrative Officer RESOLUTION NO 19364

WHEREAS the Los Angeles Department of Water and Power (LADWP) identified broadcaster video network service as an innovative growth opportunity serving Los Angeles extensive entertainment industry and developed the VideoMAN infrastructure and

WHEREAS this contract is to furnish broadcaster video network equipment and software providing LADWP with the spares and upgrades to meet the demands for this service and

WHEREAS without a contract the LADWP will not be able to support its existing customers and will suffer customer and revenue loss and

WHEREAS LADWPs Joint System recommends a sole source contract be awarded to Evertz Microsystems Ltd (Evertz) the manufacturer of the original equipment and

WHEREAS this contract combined with previous contracts with Evertz constitutes continued contracting exceeding the three year time period set by Ordinance

THEREFORE BE IT RESOLVED that Evertz Microsystems Ltd is awarded a sole source contract under City Charter Section 371(e)(7) for a total amount not to exceed $475000000 which includes all optional periods for a term of one year with four optional one-year periods under Specification No 217 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to draw demands on the Water and Power Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 217 and this resolution

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 34

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Agreements for and on behalfof LADWP after approval by the Los Angeles City Council pursuant to Administrative Code 105

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 20 - Authorizes execution of Confidentiality Agreement DWP No BP 11-001 with California High-Speed Rail Authority in order to assist in its design and development of the California High Speed Rail Project for a term of three years and at no cost Submitted by Chief Operating Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 011-196

WHEREAS California High Speed Rail Authority (CHSRA) desires to engage in a Cocentidentiality Agreement with the Los Angeles Department of Water and Power (LADWP) to maintain proprietary matters confidential for security purposes and

WHEREAS LADWP and CHSRA recognize that utility infrastructure information must remain confidential for security purposes and

WHEREAS CHSRA needs to review the confidential information ofLADWP to design and develop the California High-Speed Train Project The expiration will be three years from the date ofapproval

NOW THEREFORE BE IT RESOLVED that the Confidentiality Agreement DWP No BP 11-001 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and High Speed Rail Authority be and the same is hereby approved and

BE IT FURTHER RESOLVED that the President or the Vice President of the Board or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized and directed to execute the Agreement for and on behalf of LAD WP

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 21- Authorizes execution ofAmended Memorandum of Understanding on Imperial Valley Geothermal Feasibility and Exploration LADWP No BP 09-025A with the Imperial Irrigation District Southern California Public Power Authority and the Cities of Burbank Glendale Colton and Pasadena The amendment will change a number of provisions in the MOU including adding 160 acres ofLADWP owned property LADWP expenditures will not exceed $18 million and the term is for six years from 2011 to 2016 Submitted by ChiefOperating Officer and Senior Assistant General Manager - Power System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 35

RESOLUTION NO 011-197

WHEREAS the original Memorandum ofUnderstanding (MOU) of Imperial Valley Feasibility and Exploration LADWP No BP 09-025 among the Los Angeles Department of Water and Power (LADWP) Imperial Irrigation District (lID) Cities of Burbank Glendale Colton Pasadena and the Southern California Public Power Authority (SCPPA) was approved by this Board ofWater and Power Commissioners (Board) on September 1 2009 under Resolution No 010-081 and

WHEREAS the Board conditionally approved Geothermal Lease Agreement No1 LADWP No BP 09-028 on September 15 2009 under Resolution No 010-100 upon the prerequisite that LADWP add its procurement policies and procedures to the original MOU and

WHEREAS the lID Board concurrently requested an amendment to the original MOU to incorporate an Exploration Structure Due Diligence Effort as a precondition to its approval of the MOU and

WHEREAS the parties of the original MOU renegotiated the terms and conditions to include an additional 160 acres ofreal property owned by LADWP LADWPs procurement policies and procedures and incorporate a preliminary assessment identified as the Exploration Structure Due Diligence Effort

NOW THEREFORE BE IT RESOLVED that the Amended MOU on Imperial Valley Feasibility and Exploration LADWP No BP 09-025A among LADWP lID Cities of Burbank Glendale Colton Pasadena and SCPP A 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 General Manager or Acting General Manager or such person that the General Manager or Acting General Manager shall designate in writing is hereby authorized and directed to execute the Amended MOU for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the funding for the Imperial Valley Feasibility and Exploration project previously approved by this Board on September 1 2009 under Resolution No 010-081 shall remain in effect subject to the reapportionment identified within the Amended MOU (LADWP No BP09-025A) and related appendices

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person that the General Manager or Acting General Manager designates in writing is hereby authorized to perform all duties and obligations as project manager set forth in the Amended MOU

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising from or related to exploration costs and manage any payment offset or credits for any applicable annual rental payments in accordance with the terms and conditions ofthe Amended MOU on Imperial Valley Feasibility and Exploration (LADWP No BP 09-025A)

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 36

ITEM NO 26 - Authorizes LADWPs General Manager to Execute Amendment No 10 Lease PRC 80799 with the California State Lands Commission allowing LADWP to implement gravel cover as Best Available Control Measures on 203 square miles of area on Owens Lake Total costs estimated to be $165473750 and term is December 102010 to May 1 2019 Submitted by Chief Operating Officer and Senior Assistant General Manager shyWater System

RESOLUTION NO 011-198

WHEREAS the Los Angeles Department of Water and Power (LADWP) as part of construction and implementation of the Owens Lake Dust Mitigation Program (OLDMP) has implemented dust mitigation measures and constructed facilities on portions of Owens Lake on sections of State land under the jurisdiction of the California State Lands Commission (CSLC) and

WHEREAS OLDMP activities have been allowed among other authorizations under Lease PRC 80799 and its nine amendments with CSLC and

WHEREAS LADWP is required by the Great Basin Unified Air Pollution Control District (GBUAPCD) to implement OLDMP Phase 8 gravel cover as Best Available Control Measures by November 6 2012 on certain sections of State land under the jurisdiction of CSLC and

WHEREAS on December 102010 CSLC approved Lease PRC 80799 Amendment No 10 that incorporates activities of the OLDMP Phase 8 into Lease PRC 80799 and

WHEREAS CSLC has sent Lease PRC 80799 Amendment No 10 for execution by the General Manager ofLADWP and

WHEREAS the cost of complying with the lease conditions such as purchase of Carbon OffsetslRenewable Energy Public Trust Value mitigation and Attorneys Fees commitment in Lease PRC 80799 Amendment No10 require the City of Los Angeles Board of Water and Power Commissioners approval and

WHEREAS the cost of complying with the lease conditions is estimated to be $165473750 and

WHEREAS Lease PRC 80799 and the first eight amendments duration is for 20 years and covers LADWPs various dust control measures operations and activities from May 1 1999 to May 12019 and

WHEREAS Lease PRC 80799 Amendment No 9s duration is for three years from June 28 2010 or until such time as a Master Plan for Owens Lake is approved by the CSLC and covers LADWPs tillage dust control measures operations and activities and

WHEREAS Lease PRC 80799 Amendment No 10s duration is from December 102010 to May 12019 and

NOW THEREFORE BE IT RESOLVED that Lease PRC 80799 Amendment No1 0 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between the Department of Water and Power of the City of Los Angeles and the California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratify and execute said lease amendment for and on behalf of the LADWP

Approval moved by Commissioner Parfrey

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 37

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey

Noes None

ITEM NO 38 - A written recommendation was received from the Chief Operating Officer and Interim Chief Financial Officer approved by the General Manager recommending the adoption of a resolution approved as to form and legality by the City Attorney authorizing execution ofAgreement No47002 with P A Consulting Group Inc to analyze and assist the Los Angeles Department ofWater and Power to develop a revenue requirement and rate structure

This item was withdrawn

ITEM NO 43 - Adopts an ordinance by the Council of the City ofLos Angeles transferring surplus money from the Power Revenue Fund to the City Reserve Fund during the 20102011 fiscal year the sum of$258815000 Council approval by ordinance is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 011-199

BE IT RESOLVED

1 That the Charter provides that this Board may after the close ofa fiscal year consent to a transfer of surplus money from the Power Revenue Fund to the Reserve Fund of the City based on audited financial data and

2 That this Board finds and determines after first considering and subject to all covenants made by the Department with respect to transfers from the Power Revenue Fund that there is surplus money in the Power Revenue Fund as of the close of fiscal year 200911 0 and consents to the transfer of $258815000 of said surplus money to the Reserve Fund of the City during fiscal year 201011 and pursuant to the terms ofthis resolution and

3 That this Board does further consent that the Council ofThe City ofLos Angeles adopt an ordinance in words and figures substantially as follows to wit

ORDINANCE NO

An ordinance directing the transfer of surplus money from the Power Revenue Fund of the Department of Water and Power to the Reserve Fund ofThe City of Los Angeles during Fiscal Year 20 WIll

THE PEOPLE OF THE CITY OF LOS ANGELES DO ORDAIN AS FOLLOWS

Section 1 Subject to audited fmancial data for fiscal year ended 200910 and all covenants made by the Department of Water and Power (Department) with respect to transfers from the Power Revenue Fund and subject to there having been and only to the extent that there was surplus money in the Power Revenue Fund at the close of the 200910 fiscal year and subject to the declaration ofconsent adopted by the Board of Water and Power Commissioners it is hereby directed that $258815000 be transferred from the Power Revenue Fund of the Department to the Reserve Fund of the City during the 201011 fiscal year

Section 2 The City Clerk shall certify to the passage of this ordinance and have it published in accordance with Council policy either in a daily newspaper circulated in the City of Los Angeles or by posting for ten days in three public places in the City ofLos Angeles one copy on the bulletin board located in the Main Street entrance to the Los Angeles City Hall

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 38

one copy on the bulletin board located at the Main Street entrance to the Los Angeles City Hall East and one copy on the bulletin board located at the Temple Street entrance to the Los Angeles County Hall ofRecords

BE IT FURTHER RESOLVED that after the adoption of an ordinance as set forth in (3) above the Chief Accounting Employee of this Department is directed upon certification by the General Manager to cause to be transferred $129407000 within 10 days after the effective date of the ordinance in one lump sum payment from the Power Revenue Fund of the Department to the Reserve Fund ofthe City and to cause to be transferred the remaining amount in equal monthly installment payments from the Power Revenue Fund of the Department to the Reserve Fund of the City so that by June 30 2011 $258815000 has been paid Such transfers shall be made only after the City has paid the Power Revenue Fund all monthly charges for power services for which the City was billed by the Department

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 44 - Authorizes execution ofAgreement No WR 10-1030 with the Los Angeles Department ofPublic Works Bureau of Sanitation and West Basin Municipal Water District for Recycled Water Services to the Los Angeles Harbor Area for the design construction and operation of the facilities needed to produce and convey 9300 acre-feet per year of recycled water to LADWPs large industrial and irrigation customers LADWP will fund up to $111979472 for new and existing capital improvements and the initial term ofthirty years which may be extended in increments often years Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-200

WHEREAS one of the primary goals of the Los Angeles Department ofWater and Power (LADWP) is to ensure that the City of Los Angeles (City) has a reliable water supply and

WHEREAS in response to the Citys potable water supply challenges LADWP in 2008 prepared the Water Supply Action Plan titled Securing LAs Water Supply that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

WHEREAS LADWP entered into a 25-year agreement (adopted by the Board under Resolution No 91-0344) with the Los Angeles Department ofPublic Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) on June 3 1991 which allows WBMWD to purchase secondary effluent from the PW BOS Hyperion Treatment Plant (HTP) and in exchange LADWP is allowed to purchase 25000 AFY of tertiary treated Title 22 recycled water from WBMWD at an amount no greater than WBMWDs actual cost to produce and reconvey the recycled water back to LADWP and

WHEREAS WBMWD owns and operates the Juanita Millender-McDonald Carson Regional Water Recycling Plant (CRWRP) located in the City of Carson just north of the LADWP service area and

WHEREAS the Harbor Refineries Recycled Water Pipeline Project currently being constructed will provide the delivery method for recycled water in the Los Angeles Harbor Area to large industrial and irrigation customers and will include a point-of-connection at the Los Angeles City boundary with the City of Carson and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 39

WHEREAS to accomplish delivery of nitrified Title 22 recycled water to Los Angeles Harbor Area customers new treatment facilities need to be constructed at the CRWRP including expansion of the nitrification treatment facilities at the CRWRP as well as the construction of a pipeline in the City of Carson to a point-of-connection at the boundary to the City of Los Angeles and

WHEREAS PWBOS agrees to supply secondary effluent from the HTP to WBMWD and LADWP agrees to purchase tertiary treated disinfected nitrified Title 22 recycled water from WBMWDand

WHEREAS WBMWD has agreed to provide a reliable source of nitrified Title 22 recycled water to the Los Angeles Harbor Area and

WHEREAS the facilities being built by WBMWD and the dedicated current facilities owned by WBMWD to assist LADWP with supplying recycled water will benefit the citizens of Los Angeles for 30 years

NOW THEREFORE BE IT RESOLVED that the proposed Agreement approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP PWBOS and WBMWD be and the same is hereby approved and

BE IT FURTHER RESOLVED that the ChiefAccounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of the obligations arising under this Agreement

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Agreement No WR 10-1030 for and on behalf of LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee will recognize the funds paid to WBMWD to construct to expand and to dedicate WBMWDs assets so as to have the ability to serve LADWP shall be accounted for as a regulatory asset of the Water System that will be amortized over the life of the project which is 30 years

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 45 - Authorizes execution ofAmendment No 1 to Agreement with Los Angeles Public Works Bureau of Sanitation and West Basin Municipal Water District (Resolution No 91-0344) This Amendment supports the City of Los Angeles commitment to maximize the reuse ofwastewater effluent for beneficial reuse The term remain the same Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-201

WHEREAS in response to the City of Los Angeles (City) potable water supply challenges LADWP in 2008 prepared Securing LAs Water Supply a water supply action plan that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 40

WHEREAS LADWP has identified the potential for significant amounts of recycled water usage for industrial purposes in the Los Angeles Harbor Area (Harbor Area) and

WHEREAS there is an existing agreement adopted by the Board under Resolution No 91-0344 (Agreement) among and between LADWP the Los Angeles Department of Public Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) that allows for the conveyance ofsecondary effluent produced at the PWBOS Hyperion Wastewater Treatment Plant (HTP) to the WBMWD Edward C Little Water Recycling Plant (ECL) in EI Segundo California for tertiary treatment and subsequent beneficial reuse and

WHEREAS to provide recycled water to the Harbor Area and to adjacent areas Amendment No 1 to Agreement (Amendment) is necessary to increase WBMWDs secondary effluent wastewater conveyance capability by expanding their existing pump station located at the HTP to a planned ultimate capacity of 70 million gallons per day (MGD) to convey secondary effluent from HTP to ECL and

WHEREAS the PWBOS has the resources and technical expertise to perform wastewater source control pollution prevention and the public outreach activities necessary to comply with all required recycled water regulatory requirements imposed by the State of California Department of Public Health and California Regional Water Quality Control Board and

WHEREAS designating PWBOS as the responsible agency to perform source control will ensure compliance with National Pollution Discharge Elimination Systems permit requirements for which PWBOS will be reimbursed by WBMWD

NOW THEREFORE BE IT RESOLVED that the proposed Amendment approved as to form and legality by the City Attorney and filed with the Secretary of the Board to increase secondary effluent wastewater conveyance and to designate PWBOS as the agency responsible for wastewater source control is hereby approved

BE IT FURTHER RESOLVED that the President or Vice President of this Board the General Manager or such person as the General Manager shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of the Board are hereby authorized empowered and directed to execute said Amendment for and on behalfof LADWP

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 46 - A written recommendation was received from the Personnel Relations Committee that the Board approve their report relative to Grievance No B-074-09 filed by Mr James R Cole

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 41

The following items were presented by the Secretary and ordered filed

ITEM NO 47-A - A report from the Interim Chief Financial Officer showing receipts disbursements and cash balances of the Water and Power Revenue Funds for the month ending December 312010 as follows

REVENUE FUNDS (in thousands)

WATER POWER Beginning Balance December 1 2010 $ 281806 $ 688330

ADD Customer Collections 110560 297326 DWP Interfund Transfers 89106 29923 IPP Subordinated Notes 11343 Other City Departments 6040

Total Receipts $ 199931 $ 344632

LESS Payments to Vendors 62276 237418 Bond Redemption and Interest 57863 124941 Payrolls 23817 52513 SewerlUtility Taxes 38316 49427 DWP Interfund Transfers 36036 42291 Other City Departments 8377 Total Disbursements $ 218321 j 514~967

Ending Balance December 31 2010 $ 263416 $ 517995

ITEM NO 47-B - Monthly report ofactivities for the following units

bull Water System (December 2010)

bull Power System (November 2010)

bull Financial Services Organization (November 2010IDecember 2010)

ITEM NO 47-C - Reports for informational purposes

bull Quarterly Status Report on Water Quality Regulatory Compliance Projects

bull Investment Report Quarter Ending September 30 2010

bull Legislative and Regulatory Update

THE BOARD shall recess to closed session for a conference with legal counsel regarding

A Existing litigation in the following matter

1 Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

----~--~~~~~~-~-~~~~-~~- ~~ --------=~=~-~--- --=~~------~-==~~~~~~~==----===

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 42

2 City of Los Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

B Anticipated litigation in the following matters

1 Discussion regarding initiation of litigation (1 case) pursuant to Subdivision (c) of Section 549569 of the California Government Code

2 Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

MEETING RECESSED at 1240 pm

MEETING RECONVENED at 1250 pm

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 lO22 AM Page 43

Los Angeles California February 12011

MINUTES OF CLOSED SESSION OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

HELD IN ROOM 1555-H FEBRUARY 12011

1250 PM

Meeting called to order by President Thomas S Sayles and roll called

Present Commissioners President Sayles Eric Holoman Christina E Noonan Jonathan Parfrey

Absent None

A quorum present

In attendance were the following

Ronald O Nichols General Manager Martin L Adams Director of Water Operations Oscar Alvarez Electrical Engineer Aram H Benyamin Senior Assistant General Manager - Power System Joseph Brajevich Assistant General Counsel Water and Power Dirk Broersma Assistant City Attorney Richard M Brown General Counsel Water and Power Priscila Castillo Deputy City Attorney Michael A Coia Executive Director ofPower System Operations and Maintenance Lonnie Eldridge Deputy City Attorney James B McDaniel Senior Assistant General Manager - Water System Lorraine Paskett Senior Assistant General Manager - Sustainability Programs

and External Affairs Ann M Santilli Interim Chief Financial Officer Mark J Sedlacek Director of Environmental Affairs Kenneth Silver Electrical Service Manager Eskel H Solomon Assistant City Attorney Cecilia KT Weldon Chief Administrative Officer

Also in attendance

David Kim Mayors Office

A CLOSED SESSION was held for a conference with legal counsel regarding

Existing litigation in the following matters

ITEM NO 49 Al Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 44

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$14263507 to Allstate Insurance Company in full and complete settlement ofLADWP Claim Number 1026286

RESOLUTION NO 011-202

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Power Revenue Fund in the sum of $14263507 to be paid in the form ofa draft to Allstate Insurance Company Said payment is in full compromise and complete settlement ofLADWP Claim Number 1026286 which arose out of fire damage to personal and real property at 4333 Griffin Avenue Los Angeles California on September 25 2009 The City Attorney is hereby authorized to deliver said draft to Allstate Insurance Company andor the Law Office of Cuibreth amp Schroeder LLR upon receipt of a properly executed Full Release of All Claims and Request for Dismissal

Seconded by President Sayles and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Anticipated litigation in the following matter

ITEM NO 49 B2 (1st case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$5935695 to Landmark Property Management Group LLC in full compromise and complete settlement ofLADWP Claim Number 1027520

RESOLUTION NO 011-203

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $5935695 to be paid as follows a draft in the amount of $5935695 payable to Landmark Property Management Group LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1027520 which arose out of damage done to the structure known as the Santa Fe Loft Apartments at 121 East Sixth Street Los Angeles on August 5 2010 as the result of a Water System water main break The City Attorney is hereby authorized to deliver said draft to Landmark Property Management Group LLC upon receipt ofa properly executed Full Release of All Claims and Request for Dismissal

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 45

Anticipated litigation in the following matter

ITEM NO 49 B2 (20d case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(l) of Section 549569 of the California Government Code

Discussion held action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$8000000 to National Subrogation Services in full compromise and complete settlement ofLADWP Claim Number 1025898-19

RESOLUTION NO 011-204

BE IT RESOLVED by the Board ofWater and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $8000000 to be paid as follows a draft in the amount of $8000000 payable to National Subrogation Services LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1025898-19 which arose out of damage to the business known as Canyon Beachwear located at 13035 Ventura Boulevard Studio City on September 52009 The City Attorney is hereby authorized to deliver said draft to National Subrogation Services LLC upon receipt of a properly executed Full Release ofAll Claims and Request for Dismissal

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Existing litigation in the following matter

ITEM NO 49 A2 - City ofLos Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

Discussion held - no action taken

Anticipated litigation in the following matter

ITEM NO 49 B2 (3rd case) - Discussion regarding significant exposure to litigation (3 caSes) pursuant to Subdivision (b )(1) of Section 549569 of the California Government Code

Discussion held - action taken but not a final action that was reportable

Anticipated litigation in the following matter

ITEM NO 49 Bl- Discussion regarding initiation oflitigation (l case) pursuant to subdivision (c) of Section 549569 of the California Government Code

Discussion held - no action taken

===~ c=o~--~~~=--=-=---middot---=~~~~~~==-~~~~===~--==-=-=--========

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 46

COMMISSIONER NOONAN moved the meeting be adjourned

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Meeting adjourned at 1 30 pm

An announcement was made in the Board Room regarding adoption ofthree resolutions one pertaining to the settlement of Los Angeles Superior Court Case Number BC448561 and two pertaining to the settlement ofLADWP Claim Number 1027520 and LADWP Claim Number 1025898-19

SIGNED

~AtrufL~~ SECRETARY

ATTEST

vs~ PRES~T

Page 9: Los Angeles, California, February 1,2011 WATER AND POWER

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 9

ITEM NO 18 - Authorizes Renewal ofAgreement No 47722-8 with Bentley Systems Incorporated to provide Maintenance Services for Bentley Software License and Maintenance The total amount not to exceed $350000 for the one year renewal for the fourth year Submitted by Chief Operating Officer Senior Assistant General Manager Power System and Chief Administrative Officer

RESOLUTION NO 011-178

WHEREAS the Los Angeles Department of Water and Power (LADWP) Board of Commissioners (Board) requires a sole source Agreement with Bentley Systems Inc (Bentley) to provide maintenance services for the Microstation Software (Microstation) and all other Bentley software tools to maintain enhance and provide proprietary products and services including software maintenance software upgrades technical support services training and renewal of licenses over a period of three (3) years with four (4) one-year renewable options for total expenditures not exceeding $3135716 and

WHEREAS the cost of services included into the one-year extension are not to exceed $350000 and

WHEREAS Bentley Software is part of the LADWPs Computer Aided Design System and is a pivotal component of operations and maintenance for electrical services to the citizens of the City ofLos Angeles (City) and

WHEREAS on the Board at its January 22 2008 meeting passed a resolution that any exercise of any renewal options be approved by the Board prior to its execution and

WHEREAS staff respectfully request that this Board reconsider the previous Boards action and to now simply delegate the authority to exercise the renewal options to the General Manager for the remaining three (3) option years of this agreement at one-year intervals not to exceed a total of$I155000 to stay consistent with other similar software maintenance contracts renewal practice

NOW THEREFORE BE IT RESOLVED that the Board approves the one-year renewal of Agreement No 47722-8 not to exceed $350000 for the fourth year approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between the LADWP and Bentley to provide proprietary professional expert and technical services licensing and software maintenance for Bentley software in the Power System and

BE IT FURTHER RESOLVED that pursuant to Section 1022 of the City Charter the Board finds that such services can be performed more economically or feasibly by independent contractors than by LADWP or City employees due to proprietary nature of the software provided and

BE IT FURTHER RESOLVED that the President or Vice President of the Board the General Manager or such person as the General Manager shall designate in writing and the Secretary the Assistant Secretary or Acting Secretary of the Board are hereby authorized and directed to execute Agreement No 47722-8 for and on behalf of the LADWP and

BE IT FURTHER RESOLVED the Board delegates to the General Manager the authority exercise the remaining three (3) renewal option years of this agreement at one year intervals and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of LADWP upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under said Agreement

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 10

ITEM NO 19 - Recommends approval ofPower Purchase Agreement with PacifiCorp and the City ofLos Angeles DWP No BP 10-011 to purchase wholesale energy and provide station power to Magnum Holdings LLC The estimated revenue for LADWP is $105850 for a term ofthree years Submitted by Chief Operating Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 011-179

WHEREAS PacifiCorp which provides retail electric service in the State ofUtah desires to purchase wholesale energy from the Los Angeles Department of Water and Power (LADWP) and

WHEREAS PacifiCorp (dba Rocky Mountain Power) provides retail electric service under the supervision of the Utah Power Service Commission within its franchised service territories in the State of Utah and

WHEREAS PacifiCorp desires to use the Wholesale Electric Service purchase from LADWP to provide electric service to a retail customer and

WHEREAS PacifiCorp and LADWP desire to enter into an Agreement pertaining to the purchase and sale ofwholesale electric service and

WHEREAS the term of the Agreement shall take effect on the date PacifiCorp provides written notice to LADWP that it has received all regulatory approvals necessary to provide retail electric service to the retail customer described in the Agreement for a term of three years

NOW THEREFORE BE IT RESOLVED that the Power Purchase Agreement (Agreement) DWP No BP 10-011 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and PacifiCorp is hereby approved

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund over the term of the Agreement in payment of the obligations incurred if any

BE IT FURTHER RESOLVED that the President or the Vice President of this Board or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Agreement for and on behalf ofLADWP

ITEM NO 22 - Authorizes execution of Geothermal Lease Agreement No I LADWP No BP 10-010 with the Southern California Public Power Authority for consideration with the modifications including an increase acreage from 2950 acres to 3110 acres and further clarification of Section 23 Council approval by ordinance is required Submitted by Chief Operating Officer and Senior Assistant General Manager Power System

RESOLUTION NO 011-180

WHEREAS the Board of Water and Power Commissioners (Board) conditionally approved Geothermal Lease Agreement No1 LADWP No BP 09-028 Resolution No 010-100 on September 152009 subject to amending the MOU to include a provision to incorporate the Los Angeles Department of Water and Powers (LADWP) procurement policies and procedures for all contracts related to the Exploration Structure Due Diligence Effort and Exploratory work and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 11

WHEREAS the City Council disapproved the Boards action on September 152009 under Resolution No 010-100 authorizing the execution of a 35-year Geothermal Lease Agreement with the Southern California Public Power Authority (SCPP A) as referenced in Council File No 09-2517 because the City Administrative Office recommended a Fiscal Review and Assessment Summary of the cost analysis and potential impacts of the project and

WHEREAS LADWP resubmits Geothermal Lease Agreement No1 LADWP No BP 10-010 between LADWP and SCPPA for consideration with the modifications proposed by the Board and City Council and two additional changes including an increase acreage from 2960 acres to 3110 acres and further clarification ofsection 23

NOW THEREFORE BE IT RESOLVED that Geothermal Lease Agreement No1 LADWP Agreement No BP 10-010 approved as to form and legality by the City Attorney and filed with the Secretary of the Board is hereby approved subject to City Council approval

BE IT FURTHER RESOLVED that Resolution No 010-100 adopted by the Board on September 152009 providing for the conditional approval oflease agreement between LADWP and SCPPA LADWP No BP 09-028 for feasibility exploration and potential development ofLADWP-owned property is hereby rescinded

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person as the General Manager or Acting General Manager shall designate in writing is authorized empowered and directed to execute said Geothermal Lease Agreement No1 for and on behalfofLADWP

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person as the General Manager or Acting General Manager shall designate in writing is authorized empowered and directed to execute all necessary exhibits related to Geothermal Lease Agreement No1 as the case may be for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the ChiefAccounting Employee is authorized and directed upon proper certification to accept all revenue generated from Geothermal Lease Agreement No1 and to calculate and record any offsets or credits against such revenue which directly arises from any obligations owed by LADWP in connection with or related to said agreement

ITEM NO 23 - Authorizes the Revision to the Green Book Section 1B2aii Technical Appendix by including the Table 1B2-2 dated June 22 2010 Revision to the list ofwells exempted from linkage to vegetation sites and that are not subject to the automatic well turnshyoffprovisions of the Water Agreement Submitted by ChiefOperating Officer and Senior Assistant General Manager Water System

RESOLUTION NO 011-181

WHEREAS the Los Angeles Department ofWater and Power (LADWP) is a party to the Agreement between the County of Inyo and the City of Los Angeles and its Department of Water and Power on a Long Term Groundwater Management Plan for Owens Valley and nyo County (Water Agreement) and

WHEREAS the technical appendix to the Water Agreement is known as the Green Book and

WHEREAS the Water Agreement and Green Book include provisions for the automatic turnshyoff of groundwater production wells for the protection ofgroundwater dependent vegetation and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 12

WHEREAS the Inyo CountylLos Angeles Technical Group is empowered by the Water Agreement to exempt certain town supply wells irrigation supply wells fish hatchery wells enhancementmitigation project supply wells and other wells not affecting areas with groundwater dependent vegetation as exempt from the automatic turn-off provisions of the Water Agreement and Green Book and

WHEREAS from time to time since the Water Agreement was signed the Inyo County Los Angeles Technical Group has exercised its authority to exempt wells for the aforementioned reasons and

WHEREAS the list of exempt wells currently included in Green Book Section IB2aii does not accurately reflect all of the wells exempted by the Inyo CountylLos Angeles Technical Group and

WHEREAS for the purpose of revising the list of exempt wells in Green Book Section LB2aii the Inyo CountylLos Angeles Technical Group has prepared the attached Table IB2-2 dated June 22 2010 which accurately reflects the current listing of wells permanently exempted by the Technical Group from the automatic turn-off provision of the Water Agreement and

WHEREAS Section XXV ofthe Water Agreement requires the agreement ofLADWP and the Inyo County Board of Supervisors in order to modify the Green Book

NOW THEREFORE BE IT RESOLVED that the Board ofWater and Power Commissioners agrees to modify the Green Book by including the attached Table IB2-2 dated June 22 2010 in Green Book Section LB2aii

BE IT FURTHER RESOLVED a statement affirming that a complete listing of exempt wells is contained in the June 22 2010 Table IB2-2 will be added to Green Book Section LB2aii

ITEM NO 24 - Authorizes submission of Grant Application to the United States Department of the Interior Bureau ofReclamations WaterSMART Water and Energy Efficiency Grants for Fiscal Year 2011 The application is $1000000 for the CommerciallIndustrial Drought Resistant Landscape Incentive Program Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-182

WHEREAS the United States Department of the Interior Bureau of Reclamation (BOR) has approximately $27 million in funding available for the WaterSMART Water and Energy Efficiency Grants for Fiscal Year 2011 which assists irrigation and water districts United States Territories States in the West and other local entities with water delivery authority in leveraging their money and resources by cost sharing with BOR on projects that save water improve energy efficiency address endangered species and other environmental issues and facilitate transfers to new uses and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Commercial Industrial Landscape Drought Resistant Landscape Incentive Program (CI Landscape Program) conserves water by providing incentives to commercial industrial and multi-family customers to replace turf with California-friendly drought-resistant plants and low-volume irrigation and

WHEREAS CI Landscape Program contributes to a sustainable water supply for Los Angeles and

------

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 13

WHEREAS by reducing the amount of replacement water imported from other sources including the Sacramento-San Joaquin Delta the CI Landscape Program reduces the amount of energy used to convey water to users in Los Angeles

WHEREAS the CI Landscape Program has converted 1868119 square feet of turf saving 46535174 gallons ofwater (14281 AF) per year to date

WHEREAS LADWP desires to apply for grant funding in order to expand the CI Landscape Program as detailed in the funding plan and schedule in the application and

WHEREAS the BOR requires approval ofan agencys governing body for each grant funding application

NOW THEREFORE BE IT RESOLVED that an application be made to the BOR for a Water and Energy Efficiency Grant The LADWP is hereby authorized to enter into an agreement to receive a grant for the Project

BE IT FURTHER RESOLVED that the Board of Water and Power Commissioners designates the Senior Assistant General Manager - Water System or his designee (registered engineers) to prepare all necessary data file such application and enter into a grant funding agreement with the BOR and hereby authorizes the Director of Water Resources or his designee (registered engineers) to approve Claims for Reimbursement and to sign performance reports required by a grant funding agreement

ITEM NO 25 - Authorizes LADWPs General Manager to Execute Agreement No R 04310 with the California State Lands Commission (CSLC) allowing LADWP to reimburse reasonable costs incurred by CSLC for application processing and enviromnental documentation associated with the preparation ofa Master Plan for the Owens Lakebed Total costs to LADWP is estimated to be $1003084 with a term of three years Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-183

WHEREAS in March 2010 the Los Angeles Department ofWater and Power (LADWP) initiated a broad collaborative project with diverse interest groups to develop a Master Plan for the Owens Lakebed and

WHEREAS the Master Plan will focus on dust mitigation water efficiency methods habitat and wildlife and potential renewable energy development and

WHEREAS LADWP as part of construction of the Owens Lake Dust Mitigation Program has implemented dust mitigation measures and constructed facilities on certain portions of Owens Lakebed on sections of State land under the jurisdiction of the California State Lands Commission (CSLC) and

WHEREAS CSLC who owns over ninety percent of the Owens Lakebed is a key interest group participating in the development of the Master Plan and has approval authority over the plan and

WHEREAS under Agreement No R 04310 between CSLC and LADWP CSLC has estimated the total cost in processing the application and preparation of enviromnental documents for the Master Plan to be $835903 and the duration is from April 12010 through March 30 2013 with CSLCs cost of construction compliance and mitigation monitoring to be determined as the project progresses and

WHEREAS LADWP is requesting a 20-percent contingency fund to cover the anticipated construction compliance and mitigation monitoring costs bringing the total authorized fund to $1003084 and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 14

WHEREAS Agreement No R 04310 would allow LADWP to reimburse reasonable costs incurred by CSLC for application processing environmental documentation and construction compliance and mitigation monitoring associated with the preparation ofa Master Plan for Owens Lakebed

NOW THEREFORE BE IT RESOLVED that Agreement No R 04310 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between the Department of Water and Power of the City ofLos Angeles and California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of costs of the California State Lands Commission as stipulated under Agreement No R 04310 up to the total amount of $1003084 and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratifY and execute said Agreement No R 043101 for and on behalf of the LADWP

ITEM NO 27 - Authorizes execution of Memorandum ofAgreement with the Los Angeles Department ofPublic Works Bureau of Sanitation the Los Angeles Department ofPublic Works Bureau of Street Services and The River Project to develop and construct the Woodman Avenue Multi-Beneficial Stormwater Capture Project The total project cost estimate is $3396750 ofwhich LADWP is contributing $1200000 for project funding and $150000 for Grant administration Construction completion is scheduled for November 2012 Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-184

WHEREAS the City ofLos Angeles (City) possesses the right to the surface waters of the Los Angeles River its tributaries and the native groundwater ofthe San Fernando Basin in accordance with the California Superior Courts Judgment dated January 26 1979 in The City oLos Angeles vs City oSan Fernando et al Case No 650079 and

WHEREAS local groundwater has historically comprised approximately 15 percent of the Citys water supply which is partially dependent upon replenishment from stormwater flows and

WHEREAS LADWP desires to optimize the use oflocal water resources including stormwater and groundwater to reduce the Citys dependence on imported water supplies and

WHEREAS LADWP is committed to pursuing opportunities to maximize groundwater recharge to sustain and augment the long-term reliability of the Citys groundwater supply in the San Fernando Basin and

WHEREAS LABOS is a bureau of the municipally owned Los Angeles Department ofPublic Works responsible for collecting cleaning and recycling solid and liquid waste including stormwater and urban runoff and

WHEREAS LABSS is a bureau of the municipally owned Los Angeles Department ofPublic Works responsible for street and alley construction and maintenance and

WHEREAS TRP is a non-profit 501(c)(3) organization dedicated to watershed protection conservation and enhancement in Los Angeles County TRP authored the TujungaJPacoima Watershed Plan and has extensive experience studying the Tujunga Watershed and its comprehensive environments and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 15

WHEREAS LADWP LABOS and TRP are committed to pursuing opportunities to enhance water conservation stormwater capture improve water quality and increase open space and

WHEREAS LADWP LABOS and TRP have jointly identified Woodman Avenue located in the San Fernando Valley as a unique opportunity to capture treat and infiltrate a significant volume ofstormwater runoff on an annual basis and

WHEREAS LADWP LABOS LABSS and TRP wish to enter into the proposed Memorandum of Agreement (MOA) to develop and construct the Woodman Avenue Multishybeneficial Stormwater Capture Project (Project) and

WHEREAS the Project will result in the capture treatment and infiltration ofan estimated 80 acre-feet of stormwater per year and

WHEREAS the estimated Project costs are $3396750 and

WHEREAS LADWP in partnership with LABOS and TRP was awarded $1646750 by the 2008 CALFED Watershed Grant Program for the Project and

WHEREAS LABOS has agreed to fund the project management engineering design and construction management of up to a maximum of $400000 and

WHEREAS LADWP has agreed to provide up to $1200000 for construction and $150000 for staff support and

NOW THEREFORE BE IT RESOLVED that the proposed MOA between and among LADWP LABOS LABSS and The River Project (TRP) for the Woodman Avenue Multishybeneficial Stormwater Capture Project (Project) approved as to form and legality by the City Attorney and filed with the Secretary of the Board be and the same is hereby approved and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in the amount of $1 200000 for the construction work proposed under this MOA that has been budgeted under Fiscal Year 2011-12

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Memorandum of Agreement for and on behalf of LADWP

ITEM NO 28 - Adopts the Initial Study and Mitigated Negative Declaration for the Woodman Avenue Multi-Beneficial Stormwater Capture Pilot Project approving the Project and authorizing its construction The cost ofthis project is estimated to be $3396750 with an estimated duration of four years Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-185

WHEREAS the City ofLos Angeles Department of Water and Powers (LADWP) Watershed Management Group and the City of Los Angeles Bureau of Sanitations (LABOS) Watershed Protection Division in partnership with the non-profit group The River Project have identified Woodman Avenue located in the San Fernando Valley as a unique opportunity to capture treat and infiltrate a significant volume of stormwater runoff on an annual basis and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 16

WHEREAS LADWP proposes to implement the Woodman Avenue Multi-Beneficial Stonnwater Capture Pilot Project (Project) to help recharge the groundwater table improve water quality and alleviate local flooding along the 7700 block ofWoodman Avenue and

WHEREAS LADWP prepared an Initial StudylNegative Declaration (ISIMND) for the proposed Project and circulated this document for public review from December l3 2010 to January 142011 and

WHEREAS a Notice of Intent to Adopt an MND was published in the Los Angeles Times and mailed to interested persons and agencies

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners of the City ofLos Angeles (Board) recognizes that a study was made ofthe potential environmental effects of the proposed Project including its construction and operation This study is embodied in the ISMND on file with the Secretary of this Board and is incorporated in this Resolution and made a part hereof

BE IT FURTHER RESOLVED that the Board recognizes the ISMND identifies the following impacts that are potentially significant unless mitigation is incorporated and proposes the following mitigation measures and a program for implementation and monitoring

Potential Mitigation Recommended Mitigation PeriodMethod Implementation Impact Measure of Implementation Monitor

No

Cultural Resources I Itispossibletl1at CUL-I Should archaeological or paleontological During constructio Project

subsurface resources be encountered during earth- Construction archaeological or moving activities (Le grading and Manager will be paleontological resource excavation) a qualified archaeologist ando responsible for may be present within paleontologist shall be retained and shall implementation the project area implement procedures for temporarily andLADWP

halting or redirecting work to permit the Environmental sampling identification and evaluation of Services will the resources as appropriate Ifthe provide resources are found to be significant the compliance archaeologist andor paleontologist shall oversight determine appropriate actions in cooperation with the City of Los Angeles shyfor preservation andor data recovery If human remains are discovered the Los Angeles County Coroner shall be contacted the area of the find shall be protected and provisions of State CEQA Guidelines Section 150645 shall be followed

Hazards and Hazardous Materials Temporary lane closures HAZ-I A Traffic Control Plan will be prepared and Prior to and during Project and other public right-of will include notification ofsurrounding construction Construction way construction emergency service providers including the Manager will be activities could impair adjacent Kaiser Permanente Medical Center responsible for implementation of or As part of the plan emergency service implementation physically interfere with providers will be notified prior to andLADWP an adopted emergency construction and provided information Environmental response plan regarding lane closures construction Services will

schedule driveway blockages etc A plan t( provide maintain or accommodate essential compliance emergency access routes eg plating over oversight excavations use of detours etc will be developed and implemented

Noise Constructive activity NOI-l Project specifications shall restrict Prior to and during Project could result in temporaI) construction to normal work days and hours construction Construction exposure of persons to (as per LAMC Section 4110) and shall Manager will be excessive noise and require the construction contractor to responsible for vibration develop and implement a Noise Mitigation implementation

Plan to include the use ofmuftlers shields andLADWP sound barriers andor other noise reduction Environmental devices or techniques as feasible during Services will operation ofconstruction equipment Two provide weeks prior to the onset of construction compliance

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REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Pagel7

of construction notification of the location timing and duration of the proposed construction shall be provided to adjacent residents and businesses (within a V mile radius from the project site) and Kaiser Permanente Panorama City

oversight

Transportation and Traffic Temporary lane closures TR-l and other public right-of way construction activities could affect vehicle traffic and other modes of transportation beyond acceptable levels

A Traffic Control Plan will be prepared and approved by the City prior to the beginning ofconstruction Emergency service providers (fire police and ambulance) and Kaiser Pemlanente Panorama City shall be notified prior to construction to communicate information regarding lane closures construction schedule driveway blockages etc and to develop a plan to maintain or accommodate essential emergency and patient access routes eg plating over excavations use of detours effect on existing bus stop etc

Prior to construction

Project Construction Manager will be responsible for implementation andLADWP Environmental Services will provide compliance oversight

BE IT FURTHER RESOLVED that this Board further fmds that with the implementation of the above mitigation measures potential impacts to cultural resources hazards and hazardous materials noise and transportation and traffic will be less than significant

BE IT FURTHER RESOLVED that this Board certifies that the ISIMND has been prepared in compliance with California Environmental Quality Act that it has reviewed and considered the information contained in the ISIMND and that the ISIMND reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board finds on the basis of the whole record before it including the IS that there is no substantial evidence that the Project will have a significant effect on the environment

BE ITFURTHER RESOLVED that this Board adopts the ISIMND and approves the Project

BE IT FURTHER RESOLVED that LADWP shall file a Notice ofDetermination with the Los Angeles City Clerk and the Los Angeles County Clerk within five working days after deciding to approve the Project

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of tIe record of proceedings for this project

ITEM NO 29 - Approves Addendum No 1 to the Mitigated Negative Declaration for the Geotechnical Investigation for the North Haiwee Dam No2 Project Further a Notice of Determination is authorized to be filed with the Inyo County Clerk Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-186

WHEREAS LADWP proposes to implement the Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS LADWP prepared an Initial StudylMitigated Negative Declaration (ISIMND SCH 2003091085) for a similar project at the same location in April 2004 titled Geotechnical Investigations at North Haiwee Dam Project and

WHEREAS the City of Los Angeles Board of Water and Power Commissioners (Board) adopted the ISIMND and approved the implementation of the Geotechnical Investigations at North Haiwee Dam Project on July 6 2004 and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 18

WHEREAS an Addendum which addresses the proposed modifications to the previously adopted ISIMND has been prepared titled Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS CEQA Guideline section 15164(b) allows a lead agency to prepare an addendum to an MND as follows

An addendum to an adopted negative declaration may be prepared ifonly minor technical changes or additions are necessary or none of the conditions described in Section 15162 calling for the preparation of a subsequent EIR or negative declaration have occurred

WHEREAS CEQA Guideline section15162 requires a subsequent negative declaration under the following circumstances

(a) When an EIR has been certified or a negative declaration adopted for a project no subsequent ErR shall be prepared for that project unless the lead agency determines on the basis of substantial evidence in the light of the whole record one or more of the following

(1) Substantial changes are proposed in the project which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects

(2) Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous ErR or Negative Declaration due to the involvement ofnew significant environmental effects or a substantial increase in the severity of previously identified significant effects or

(3) New information of substantial importance which was not known and could not have been known with the exercise ofreasonable diligence at the time the previous ErR was certified as complete or the Negative Declaration was adopted shows any of the following

A) The project will have one or more significant effects not discussed the previous EIR or negative declaration or

B) Significant effects previously examined will be substantially more severe than shown in the previous ErR or

C) Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project but the project proponents decline to adopt the mitigation measure or alternative or

D) Mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce one or more significant effects on the environment but the project proponents decline to adopt the mitigation measure or alternative

NOW THEREFORE BE IT RESOLVED that the City of Los Angeles Board of Water and Power Commissioners (Board) recognizes that a study of the proposed changes to the previously adopted ISIMND was made and the associated environmental effects assessed for the proposed Geotechnical Investigations for the North Haiwee Dam No2 Project This study is embodied in the Addendum on file with the Secretary ofthis Board This Board has reviewed and considered the information contained in such document which is incorporated in this Resolution and made a part hereof

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 19

BE IT FURTHER RESOLVED that this Board makes the following fIndings and determinations with respect to the proposed project

bull An Addendum was prepared which analyzed the potential environmental impacts associated with the construction and operation ofthe proposed project

bull As demonstrated in the environmental analysis of the currently proposed project modifIcations none of the conditions described in CEQA Guideline section 15162 calling for the preparation ofa subsequent EIR or negative declaration have occurred The proposed project modifIcations would not result in any additional signifIcant impacts nor would it increase the severity ofpreviously identifIed signifIcant impacts Therefore it can be concluded that pursuant to CEQA Guideline section 15164(b) the proposed project modifIcations are only minor technical changes or additions and as such an addendum to the 2004 MND for the Geotechnical Investigations at North Haiwee Dam Project may be prepared

Below is the proposed Mitigation Monitoring and Reporting Plan (MMRP) for the proposed Addendum This MMRP includes mitigation measures from the previously approved 2004 ISIMND as well as proposed changes to it in order to enhance its effectiveness Underline denotes a new measure while strikeout indicates a removed measure

Air Quality

bull The project specifIcations shall incorporate the applicable provisions of the Great Basin Valleys Air Pollution Control District Fugitive Dust Rule (Rule 401) provided below

A person shall take reasonable precautions to prevent visible particulate matter from being airborne under normal wind conditions beyond the property from which the emission originates Reasonable precautions include but are not limited to

1 Use where possible of water for control ofdust in trenching and boring operations

2 Application of water on dirt roads material stockpiles

3 Use ofwater chemicals chuting venting or other precautions to prevent particulate matter from being airborne in handling dusty materials to open stockpiles and mobile equipment and

4 Maintenance of roadways in a clean condition

bull The contractor shall discontinue construction activities during fIrst and second-stage smog alerts

Biological Resources

bull To compensate for the permanent loss ofhabitat LADWP will preserve Mohave ground squirrel habitat (Habitat Management Lands) at a 3 1 ratio at a location approved by CDFG Funding for the long-term management ofthe land preserved also is required LADWP and CDFG will negotiate the per-acre cost ofmanaging the lands to be preserved and fee title or conservation easement shall be granted to CDFG or other CDFG-approved non-profIt entity

Alternatively the preservation ofMohave ground squirrel habitat could be accomplished through elimination ofcattle grazing on lands owned by LlDWP in Jnyo County vvithin the geographic range ofMohave ground squirrel andor restomtion ofnative vegetation within the range and in habitat suitable for Mohave ground squirrel on LADWP public or state lands in Jnyo County In either case LADWP

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U~~~fer e title or a cOflservatiofl easemeflt oler the Habitat ManagemeBt Laads to ~rt~rms approved by the CDFG AlteFflatit-ely the traflsfer mad be to

another public entity or not profit corporation appro led by the CDFG d t) approed by the CDFG 1lfrer erms

bull A pre-construction environmental education program shall be conducted for all persons working on the project The education program shall include identification of sensitive biological resources on-site terms and conditions of the Incidental Take Permit and the California Endangered Species Act

bull Impacts to sanicle cyrnopterus shall be avoided where feasible through project redesigIl In particular Trench T 2 contains hve clusters of sanicle cyrnopterus If redesigIl of Trench T 2 to atOid impacts to sanicle cymopterus is not feasible a mitigation plan shall be negotiated with and approed by CDFG

bull Sanicle cymopterus populations near proposed geotechnical testing sites shall be flagged by a qualified biologist prior to testing activities and avoided by project personnel

bull A qualified biological monitor familiar with sanicle cymopterus shall be on-site during testing activities in the vicinity of this species

bull Project boundaries shall be clearly delineated prior to construction Existing roads shall be used to the greatest extent possible All project-related parking and equipment storage shall be confined to previously disturbed areas

bull A qualified biological monitor familiar with Mohave ground squirrel shall be on-site to monitor trenching and boring activities

bull Trash and food items shall be removed from the site daily and disposed ofproperly to avoid attracting ravens a common predator of the Mohave ground squirrel

bull Ramps shall be provided in trenches to allow animals to escape

bull All temporarily affected areas that were previously vegetated shall be restored with native plant species to accelerate recovery

bull During construction and at the completion of construction activities monthly and final compliance reports shall be provided to CDFG documenting the effectiveness of mitigation measures and the level of take associated with the project

bull Water from well-pump testing shall be discharged to the ground in Mohave ground squirrel habitat areas

bull Because project activities will disturb Mohave ground squirrel habitat in a recognized core area for the species land acquisition to compensate for habitat loss should focus on private or BLM disposal lands within the CosoOlancha core area ELM disposal lands west of the North Haiwee Dam (828 acres) are within the CosoOlancha core area and should be considered the top priority mitigation lands If land acquisition is not possible or proves difficult in CosoOlancha core area then land should be acquired in one ofthe following alternative areas (listed in order ofpreference)

1 In the Little Dixie Wash core area Kern County 2 In the corridor connecting the CosoOlancha core area and the Little Dixie Wash

core area 3 Adjacent to the CosoOlancha core area in Inyo County and 4 In the corridor connecting the Little Dixie Wash core area and the Edwards Air

Force Base Core Area in Kern County

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bull An authorized biologist or monitor shall guide project equipment around active ground squirrel burrows to reduce the likelihood of taking individual Mohave ground squirrels and minimize habitat disturbances

bull If a live Mohave ground squirrel is unearthed during project activities the Authorized Biologist shall rescue the squirrel and if it is the squirrels active period release it at least 50 meters from project activities If it is the squirrels dormant period then the biologist should construct an artificial burrow at least 50 meters from project activities and place the squirrel in the artificial burrow

bull Individual Joshua trees shall be avoided to the greatest extent possible Compensation for impacts to Joshua tree woodland shall be negotiated with CDFG prior to groundshydisturbing activities

bull Compensation for impacts to Mohave riparian forest shall be negotiated with CDFG prior to ground-disturbing activities

In addition to ensure that project impacts to other special-status wildlife species and Jurisdictional Waters and Wetlands would be mitigated to less than significant the following additional mitigation measures are recommended

bull Conduct pre-construction protocol surveys for desert tortoise Pre-construction surveys should be conducted no more than 30 days prior to construction operations Standard protocol language includes Protocol surveys for desert tortoise will follow the guidelines for linear projects stipulated in the Pre-Project Field Survey Protocol for Potential Desert Tortoise Habitats (USFWS 2010) As stated in this guideline a 10 meter wide belt that transects with 100 percent coverage would be conducted in all habitats capable of supporting the desert tortoise within the project area Ifneither tortoises nor sign are encountered during the Action Area surveys three additional 10 meter belt transects at 200 meter intervals parallel to the project area will be surveyed Surveys for determination of presence or absence are restricted to the desert tortoises active period which is April through Mayor September through October and at temperatures below 40 degrees Celsius

bull Should a desert tortoise burrow be observed during pre-construction surveys and the end is not visible the burrow should be scoped for tortoise occupancy All unoccupied burrows should be collapsed Should a live desert tortoise be observed during preshyconstruction surveys above- or below ground desert tortoise fencing must be installed around project work areas excluding access roads Tortoise fencing will avoid occupied burrows iffound Fence installation will require two desert tortoise clearance surveys within the exclusion area prior to beginning construction operations Any tortoises found within the exclusion fence the exclusion fence will be re-designed to exclude the tortoise from the project work area No handling of tortoises is permitted

bull A biological monitor is recommended for the duration ofproject construction operations Should a tortoise be observed during construction operations project activities will temporarily cease in the immediate area and allow the tortoise to move on its own accord

bull In accordance with federal and California State Endangered Species Acts the contractor shall immediately report all observations of desert tortoise or any listed species to LADWP Environmental Services and take care not to take or harass the species A LADWP Environmental Service Representative will inform appropriate federal and State resource agency personnel of the sighting

bull Implement pre-construction surveys and construction monitoring to minimize impacts to badger

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bull For any construction activities scheduled to occur during the nesting season (typically February 15 to July 31) pre-construction surveys should be conducted to identify any nesting birds If active nests are identified determine whether proposed activities within 200 feet could cause found nests to fail

Cultural Resources

bull Trenching boring and well locations in areas outside ofpreviously surveyed areas such as T -7 (EDA W 2003b) require a pedestrian archaeological survey and ifapplicable a record search prior to construction activities All activities shall be located to avoid historic and archaeological resources

bull Trenching and boring locations shall be located to avoid known historic or archaeological resources-in particular the historic and cultural resources at Trenches T-4 and T-5 and the geotechnical borings in and around CA-INY-22435703 CA-INYshy4591H HD-CS-OOIH (now CA-INY-6574) HD-CS-005H CA-INY-6575 (formerly HD-CS-002H) CA-INY-6577 and CA-INY-6585 shall be flagged for avoIdance A qualified archaeologist shall be retained to assist with determining acceptable location parameters for these trenches and borings The archaeologist is authorized to delineate the loci of the existing resources at Trenches T -4 and T -5 by use ofsmall-shovel test pits

bull A qualified cultural resources monitor shall be on-site during ground-disturbing activities at the adjusted Trench T-4 and T-510cations and at the borings in and around known cultural resources The cultural resources monitor shall have the authority to halt or redirect construction ifnew significant cultural resources are found

BE IT FURTHER RESOLVED that this Board fmds that with the implementation of the above mitigation measures potential impacts to air quality biological resources and cultural resources will be less than significant

BE IT FURTHER RESOLVED that this Board has reviewed and considered the information as contained in the proposed Addendum and that the Addendum reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board adopts the Addendum requires implementation of the mitigation measures adopts the Mitigation Monitoring and Reporting Plan approves the Geotechnical Investigations for the North Haiwee Dam No2 Project and approves the payment for permit and mitigation costs associated with this project

BE IT FURTHER RESOLVED that LADWP shall file a Notice of Determination with the Inyo County Clerk that finds that this Board has adopted the Addendum for the project that the Board has required implementation of the mitigation measures for the project that the Board has adopted the Mitigation Monitoring and Reporting Plan for the project and that there is no substantial evidence in light of the whole record that the project may have a significant effect on the environment

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of the record of proceedings for this project

ITEM NO 30 - Recommends approval of the Grid Reliability Study dated December 31 2010 that is required per Section 3B3 of the Once-Through-Cooling Policy Upon approval LADWP will fmalize and submit the Study to the State Water Resources Control Board and the Statewide Advisory Committee on Cooling Water Intake Structures Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Power System

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RESOLUTION NO 011-187

WHEREAS the Los Angeles Department of Water and Power (LADWP) has an obligation to provide adequate and reliable electricity service to its customers in The City of Los Angeles and

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners approves the Grid Reliability Study (GRS) dated December 31 2010

BE IT FURTHER RESOLVED that LADWP may use this GRS for submission to any agency or entity requiring LADWP to submit a reliability study

ITEM NO 31- Authorizes execution of Amendment No1 to Short Form IRU-12 Lease Agreement (Agreement No FO-500-092007) with Fox Entertainment Group Inc to continue to provide the Indefeasible Right of Use of a certain component of the LADWPs fiber optic network between 10351 Santa Monica Boulevard Los Angeles and Building 101 10201 Pico Boulevard Los Angeles The term ofAgreement is amended to five yeats Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-188

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 subordinate agreement to Optical Fiber Lease Agreement No FO-293-042004 (Master Agreement) between the Department of Water and Power of the City of Los Angeles (LADWP) and Fox Entertainment Group Inc was approved by the General Manager and became effective on January 18 2008 grants to Fox Entertainment Group Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 has an initial term of three (3) years which expired on January 18 2011 and

WHEREAS both the LADWP and Fox Entertainment Group Inc desire to extend the term of Short Form IRU-12 Lease Agreement No FO-500-092007 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No I to Short Form IRU-12 Lease Agreement No FO-500-092007 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Fox Entertainment Group Inc be and the same is hereby approved and ratified

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 the Assistant Secretary or the Acting Secretary ofthe Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 for and on behalfofLADWP

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ITEM NO 32 - Authorizes execution ofAmendment No1 to Short Form IRU-08 Lease Agreement (Agreement No FO-609-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network between One Wilshire 4th Floor MMR or MDF Room 624 South Grand Avenue Los Angeles California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to five years Submitted by ChiefOperating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-189

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-0l2006 (Master Agreement) between the Department ofWater and Power of the City of Los Angeles (LADWP) and Sohonet Inc was authorized by Board Resolution No 010-213 on February 22010 grants Sohonet Inc the Indefeasible Right ofUse ofa certain component ofthe LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 has an initial term of one (1) year which is set to expire on February 16 2011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-08 Lease Agreement No FO-609-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-08 Lease Agreement No FO-609-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 for and on behalfofLADWP

ITEM NO 33 - Authorizes execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement (Agreement No FO-610-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse ofa certain component of the LADWPs fiber optic network between ADS 948 Cahuenga Boulevard Hollywood California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to two years Submitted by Chief Operating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-190

WHEREAS this Short Form IRU-09 Lease Agreement No FO-61O-1212009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-01l2006 (Master Agreement) between the Department of Water and Power ofthe City of Los Angeles (LADWP) and Sohonet Inc was approved by the General Manager and became effective on February 19 2010 grants Sohonet Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

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WHEREAS this Short Form IRU-09 Lease Agreement No FO-61 0-122009 has an initial term ofone (1) year which is set to expire on February 192011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-09 Lease Agreement No FO-610-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU -09 Lease Agreement No FO-61 0-122009 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 for and on behalfofLADWP

ITEM NO 34 - Authorizes execution ofAmendment No 1 to Purchase Order 49019-1 (New Agreement No 47003) with Phimation Strategy Group for consulting services for change management efforts and training This Amendment increases contract amount by $235750 and extends the contract one year All other contract terms remain the same Submitted by Chief Operating Officer

RESOLUTION NO 011-191

WHEREAS the Los Angeles Department of Water and Power (hereinafter referred to as LADWP) and Phimation Strategy Group (hereinafter referred to as Consultant) entered into a contract wherein Consultant agreed to assist the General Managers Office (GM) to conduct change leadership training and culture change program and

WHEREAS effective September 13 2010 the LADWP and Consultant entered into Purchase Order Agreement No 49019-1 (which together with all amendments and supplements thereto hereinafter shall be referred to as the Agreement) and

WHEREAS the LADWP proposes to execute Amendment No1 to Purchase Order 49019-1 to extend the term through February 122012 and

WHEREAS the LADWP proposes to amend Purchase Order 49019-1 to increase the contract amount from $149000 to $384750 converting the General Manager Award to a Board Award (New Agreement No 47003) and

WHEREAS the amendment is necessary and proper to continue or complete certain activities authorized under the Agreement

NOW THEREFORE BE IT RESOLVED that the LADWP and Consultant agree to amend the Purchase Order Agreement No 49019-1 as follows

Make an administrative change in the Agreement number from 49019-1 to 47003 2 The term ofthe Agreement has been extended through February 122012 3 The total cost ofthe Agreement is increased by $235750 for a maximum expenditure

limit of $384750

1

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4 Add Line Item 002 to read as follows Change Leadership Training and Culture Change Program - Additional Services as described in Service Definition All not-to-exceed $235750

5 Delete and replace terms under Page 2 Service Definition 6 Delete and replace terms described under Pages 2-3 Invoice and Payments 7 Delete terms under Pages 3-4 Itemized Expenses in its entirety 8 Delete and replace terms described under Page 9 Termination

BE IT FURTHER RESOLVED that pursuant to City Charter Section 371 (e)(2) the use of competitive bidding for this agreement is not practicable or advantageous because the work to be performed is of an expert professional temporary and occasional character

BE IT FURTHER RESOLVED the Board finds in accordance with Charter 1022 of the Los Angeles City Charter that the services to be performed under this contract can be more economically and feasibly performed by an independent contractor than by City employees

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under this Agreement and

BE IT FURTHER RESOLVED that the President or 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 of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalfofLADWP

ITEM NO 35 - Awards Amendment No2 to Contract No 969 to Furnish and Deliver Tires and Tubes to TCI Tire Centers LLC for a cooperative purchase with City ofLos Angeles Department of General Services Division Contract No 58289 The amendment will increase the second optional period by $1012595 All other contract tenns shall remain the same Submitted by Chief Operating Officer and Chief Administrative Officer

RESOLUTION NO 19362

WHEREAS TCI Tire Centers LLC was awarded Contract No 969 a cooperative purchase to City ofLos Angeles Department of General Services Division Contract 58289 for furnishing and delivering of tires and tubes and

WHEREAS the Los Angeles Department of Water Power (LADWP) utilizes Contract No 969 to provide routine maintenance to LADWPs motor pool and

WHEREAS LADWPs Joint System recommends Amendment No2 to Contract No 969 with TCI Tire Centers LLC to increase the second optional period by $101259500 to $180000000 and

WHEREAS Contract No 969 is coterminous with the City ofLos Angeles Contract No 58289 which expires on May 31 2011 No additional time is needed

NOW THEREFORE BE IT RESOLVED that Amendment No2 to Contract No 969 is approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee is hereby authorized and directed to draw demands upon the Water and Power Revenue Funds in accordance with the terms of this amendment awarded pursuant to Contract No 969 and this resolution

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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 themiddot Acting Secretary of the Board are hereby authorized and directed to execute said contract for and on behalf ofLADWP

ITEM NO 36 - Authorizes execution ofa Purchase and Sale Agreement ofReal Property at 12655 Garber Street Pacoima California for the Water Systems Garber Street Recycled Water Tank Project for the purchase price of$350000 plus closing and incidental expenses (Real Estate File W-36943) Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-192

W-36943 (Purchase ofFee Property Required for the Garber Street Recycled Water Tank)

WHEREAS the Los Angeles Department of Water and Power (LADWP) would like to acquire a parcel of land (which includes a residence) for the Garber Street Recycled Water Tank and

WHEREAS the LADWP has identified property owned by Jules M Adger (Seller) located at 12655 Garber Street Pacoima California which LADWP desires to acquire and

WHEREAS the Board ofCommissioners of the Los Angeles Department of Water and Power has the authority pursuant to Los Angeles City Charter Section 675(d)(1) to acquire by purchase all real property convenient for LADWP purposes

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners hereby approve substantially as to form the Purchase and Sale Agreement between LADWP and the Seller and

BE IT FURTHERRESOLVED 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 directed and empowered to execute said Purchase and Sale Agreement for and on behalf of the LADWP The Manager ofReal Estate is authorized empowered and directed to execute Escrow Documents and other related documents for and on behalf of the LADWPand

BE IT FURTHER RESOLVED that the Chief Accounting Employee ofLADWP upon proper certification is hereby authorized and directed to authenticate a demand or demands upon the proper revenue fund for payment of the $350000 purchase price plus closing and incidental expenses at least five days prior to the close ofescrow

ITEM NO 37 - Approves payment of $33890899 to the State ofCalifornia Department of Industrial Relations for Workers Compensation Self-Insurance Program administration fees for Fiscal Year 2010-201 L Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-193

WHEREAS the City of Los Angeles Department of Water and Power (LADWP) is selfshyinsured and self-administered for its workers compensation liability

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BE IT RESOLVED that the payment ofWorkers Compensation Self-Insurance Program administration fees for the Fiscal Year 2010-2011 as assessed by the State of California Department of Industrial Relations in their invoice dated November 302010 is $33890899 and pursuant to California Labor Code Sections 625 and 626 is authorized and directed

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to authenticate a demand on the Water Revenue Fund in payment of the above fees arising from the requirements of California Labor Code 625 and 626

ITEM NO 39 - Approves the water quality improvement demand side management reclaimed water and water security expenditures for the twelve month period commencing July 1 2011 Submitted by Chief Operating Officer Interim Chief Financial Officer and

Senior Assistant General Manager - Water System

RESOLUTION NO 011-194

WHEREAS Water Rates Ordinance No 170435 as amended by Ordinance Nos 171639 173017 175964 177968 and 179802 authorizes the recovery of certain qualified Board approved expenditures for Water Quality Improvement Programs through the Water Quality Improvement Adjustment Factor for Demand Side Management and Reclaimed Water Programs through the Water Procurement Adjustment Factor and Water Security costs through the Water Security Adjustment Factor

NOW THEREFORE BE IT RESOLVED that the Board approves Schedules A B C and D which are on file with the Secretary of the Board which describe and identifY (A) water quality expenditures totaling $3374 million (B) demand side management expenditures totaling $310 million (C) reclaimed water expenditures totaling $761 million and (D) water security expenditures totaling $686 million for the twelve-month period from July 1 2011 through June 30 2012

ITEM NO 40 - Authorizes the issuance ofa maximum of $350 million of Water System Refunding Revenue Bonds for the purpose of refinancing higher interest rate bonds with lower interest rate bonds Council approval is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 4831

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMISSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing ofUp to $350000000 Pursuant to Section 609 of The Charter ofThe City ofLos Angeles Through the Issuance of

Revenue Bonds Payable from the Water Revenue Fund

Resolution No- 4831

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City of Los Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power ofthe City of Los Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter of The City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Water Revenue Fund to evidence the indebtedness created by such borrowing

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Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations of the Department payable from the Water Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

THREE HUNDRED FIFTY MILLION DOLLARS ($350000000)

and said Bonds are to be issued in one or more series or sub series at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number of days elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer ofthe Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 ofOrdinance No 172353 of the City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 of Division 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale ofeach series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with respect to the Bonds shall not exceed ten percent ofthe principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 ofthis Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest costfor the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number ofdays elapsed

Section 9 The authorization ofthe issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance ofbonds on account of the Water System heretofore made by resolution of this Board

Section 10 The Secretary ofthis Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices ofthe Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office ofAdministrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

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ITEM NO 41-Authorizes the issuance ofa maximum of$I5 billion ofPower System Refunding Revenue Bonds to refinance or replace existing Power System Revenue Bonds mostly set with higher interest rates with lower rates thereby lowering LADWPs cost of debt Council approval is required Submitted by ChiefOperating Officer and Interim Chief Financial Officer

RESOLUTION NO 4830

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMSSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing of Up to $1500000000 Pursuant to Section 609 of The Charter of The City of Los Angeles Through the Issuance of

Revenue Bonds Payable from the Power Revenue Fund

Resolution No 4830

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City ofLos Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power of the City ofLos Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter ofThe City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Power Revenue Fund to evidence the indebtedness created by such borrowing

Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations ofthe Department payable from the Power Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

ONE BILLION FIVE HUNDRED MILLION DOLLARS ($1500000000)

and said Bonds are to be issued in one or more series or subseries at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of 365 days for the actual number ofdays elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer of the Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 of Ordinance No 172353 ofthe City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 ofDivision 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale of each series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 31

is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with re~pect to the Bonds shall not exceed ten percent of the principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 of this Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of365 days for the actual number of days elapsed

Section 9 The authorization of the issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance of bonds on account of the Power System heretofore made by resolution of this Board

Section 10 The Secretary of this Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices of the Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office of Administrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

ITEM NO 42 - Authorizes execution of Agreement No 47582 with Dewey amp LeBoeufLLP for Legal Services related to Merger and Acquisition Transactions to divestiture of power assets and the potential acquisition of non-carbon replacement assets The total amount not to exceed $1000000 for a term ofeighteen months Submitted by Chief Operating Officer and General Counsel

RESOLUTION NO 011-195

WHEREAS the Office of the City Attorney (City Attorney) on behalf ofthe Los Angeles Department of Water and Power (LADWP) solicited requests for proposals from law firms to assist the City Attorney in providing LADWP advice and representation in matters related to the Departments merger and acquisition transactions (M amp A) to divestiture ofpower assets and the potential acquisition of non-carbon replacement assets

WHEREAS the City Attorney selected the law finn of Dewey amp LeBoeuf LLP from a competitive bidding process for providing the necessary legal services and

WHEREAS the City Attorney finds that an appropriation of$lOOOOOO for a period of eighteen months is necessary at this time to manage anticipated M amp A transactions

BE IT RESOLVED that in compliance with City Charter Section 1022 the Board of Water and Power Commissioners of the City ofLos Angeles (Board) finds it is more feasible to have the assistance ofoutside counsel due to the complexity of and the expertise required for the aforementioned transactions

BE IT FURTHER RESOLVED the President or 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 of the Board be and they are hereby authorized and directed to execute Agreement No 47582 (or one in substantial form and content as the one submitted herewith as determined by the City Attorney) for and on behalf ofLADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 32

BE IT FURTHER RESOLVED that the Chief Accounting Employee of LADWP upon proper certification be and is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under said Agreement

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 48 - Reports were given by Management concerning matters relating to Department operations as follows

a) Integrated Resource Plan Update (Michael Webster Power Engineering Manager)

b) Renewable Portfolio Standard Project Update

Deemed accepted

c) 2010 Urban Water Management Plan (Tom Erb Director of Water Resources)

Written recommendations approved by the General Manager transmitting the following resolutions approved as to form and legality by the City Attorney

ITEM NO5 - Approval of the minutes of the January 4 2011 regular meeting of the Board of Water and Power Commissioners

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO6 - Authorizes award of Specification No 199 to Furnish and Deliver Meters Cold Positive Displacement Type to Neptune Technology Group Inc for a total amount not to exceed $22692293 for a term of one year with two optional one-year periods Submitted by Chief Operating Officer Senior Assistant General Manager - Water System and Chief Administrative Officer

RESOLUTION NO 19363

WHEREAS this contract is to furnish and deliver Meters Cold Positive Displacement Type and

WHEREAS Neptune Technology Group Inc is the lowest compliant bidder under Specification No 199 and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Water System recommends that Neptune Technology Group Inc be awarded a contract under Specification No 199

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 33

NOW THEREFORE BE IT RESOLVED that Neptune Technology Group Inc is awarded Contract No 199 for a total maximum amount not to exceed $2269229300 which includes all optional periods for a term of one-year with two optional one-year extensions under Specification No 199 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the President or Vice President 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 contract for and on behalf of the LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 199 and this Resolution

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO7 - Authorizes award of Specification No 217 to Furnish and Deliver Broadcaster Network Equipment and Software to Evertz Microsystems Ltd for a total amount not to exceed $4750000 for a term of one year with four optional one-year periods Council approval is required Submitted by Chief Operating Officer and Chief Administrative Officer RESOLUTION NO 19364

WHEREAS the Los Angeles Department of Water and Power (LADWP) identified broadcaster video network service as an innovative growth opportunity serving Los Angeles extensive entertainment industry and developed the VideoMAN infrastructure and

WHEREAS this contract is to furnish broadcaster video network equipment and software providing LADWP with the spares and upgrades to meet the demands for this service and

WHEREAS without a contract the LADWP will not be able to support its existing customers and will suffer customer and revenue loss and

WHEREAS LADWPs Joint System recommends a sole source contract be awarded to Evertz Microsystems Ltd (Evertz) the manufacturer of the original equipment and

WHEREAS this contract combined with previous contracts with Evertz constitutes continued contracting exceeding the three year time period set by Ordinance

THEREFORE BE IT RESOLVED that Evertz Microsystems Ltd is awarded a sole source contract under City Charter Section 371(e)(7) for a total amount not to exceed $475000000 which includes all optional periods for a term of one year with four optional one-year periods under Specification No 217 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to draw demands on the Water and Power Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 217 and this resolution

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 34

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Agreements for and on behalfof LADWP after approval by the Los Angeles City Council pursuant to Administrative Code 105

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 20 - Authorizes execution of Confidentiality Agreement DWP No BP 11-001 with California High-Speed Rail Authority in order to assist in its design and development of the California High Speed Rail Project for a term of three years and at no cost Submitted by Chief Operating Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 011-196

WHEREAS California High Speed Rail Authority (CHSRA) desires to engage in a Cocentidentiality Agreement with the Los Angeles Department of Water and Power (LADWP) to maintain proprietary matters confidential for security purposes and

WHEREAS LADWP and CHSRA recognize that utility infrastructure information must remain confidential for security purposes and

WHEREAS CHSRA needs to review the confidential information ofLADWP to design and develop the California High-Speed Train Project The expiration will be three years from the date ofapproval

NOW THEREFORE BE IT RESOLVED that the Confidentiality Agreement DWP No BP 11-001 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and High Speed Rail Authority be and the same is hereby approved and

BE IT FURTHER RESOLVED that the President or the Vice President of the Board or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized and directed to execute the Agreement for and on behalf of LAD WP

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 21- Authorizes execution ofAmended Memorandum of Understanding on Imperial Valley Geothermal Feasibility and Exploration LADWP No BP 09-025A with the Imperial Irrigation District Southern California Public Power Authority and the Cities of Burbank Glendale Colton and Pasadena The amendment will change a number of provisions in the MOU including adding 160 acres ofLADWP owned property LADWP expenditures will not exceed $18 million and the term is for six years from 2011 to 2016 Submitted by ChiefOperating Officer and Senior Assistant General Manager - Power System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 35

RESOLUTION NO 011-197

WHEREAS the original Memorandum ofUnderstanding (MOU) of Imperial Valley Feasibility and Exploration LADWP No BP 09-025 among the Los Angeles Department of Water and Power (LADWP) Imperial Irrigation District (lID) Cities of Burbank Glendale Colton Pasadena and the Southern California Public Power Authority (SCPPA) was approved by this Board ofWater and Power Commissioners (Board) on September 1 2009 under Resolution No 010-081 and

WHEREAS the Board conditionally approved Geothermal Lease Agreement No1 LADWP No BP 09-028 on September 15 2009 under Resolution No 010-100 upon the prerequisite that LADWP add its procurement policies and procedures to the original MOU and

WHEREAS the lID Board concurrently requested an amendment to the original MOU to incorporate an Exploration Structure Due Diligence Effort as a precondition to its approval of the MOU and

WHEREAS the parties of the original MOU renegotiated the terms and conditions to include an additional 160 acres ofreal property owned by LADWP LADWPs procurement policies and procedures and incorporate a preliminary assessment identified as the Exploration Structure Due Diligence Effort

NOW THEREFORE BE IT RESOLVED that the Amended MOU on Imperial Valley Feasibility and Exploration LADWP No BP 09-025A among LADWP lID Cities of Burbank Glendale Colton Pasadena and SCPP A 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 General Manager or Acting General Manager or such person that the General Manager or Acting General Manager shall designate in writing is hereby authorized and directed to execute the Amended MOU for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the funding for the Imperial Valley Feasibility and Exploration project previously approved by this Board on September 1 2009 under Resolution No 010-081 shall remain in effect subject to the reapportionment identified within the Amended MOU (LADWP No BP09-025A) and related appendices

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person that the General Manager or Acting General Manager designates in writing is hereby authorized to perform all duties and obligations as project manager set forth in the Amended MOU

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising from or related to exploration costs and manage any payment offset or credits for any applicable annual rental payments in accordance with the terms and conditions ofthe Amended MOU on Imperial Valley Feasibility and Exploration (LADWP No BP 09-025A)

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 36

ITEM NO 26 - Authorizes LADWPs General Manager to Execute Amendment No 10 Lease PRC 80799 with the California State Lands Commission allowing LADWP to implement gravel cover as Best Available Control Measures on 203 square miles of area on Owens Lake Total costs estimated to be $165473750 and term is December 102010 to May 1 2019 Submitted by Chief Operating Officer and Senior Assistant General Manager shyWater System

RESOLUTION NO 011-198

WHEREAS the Los Angeles Department of Water and Power (LADWP) as part of construction and implementation of the Owens Lake Dust Mitigation Program (OLDMP) has implemented dust mitigation measures and constructed facilities on portions of Owens Lake on sections of State land under the jurisdiction of the California State Lands Commission (CSLC) and

WHEREAS OLDMP activities have been allowed among other authorizations under Lease PRC 80799 and its nine amendments with CSLC and

WHEREAS LADWP is required by the Great Basin Unified Air Pollution Control District (GBUAPCD) to implement OLDMP Phase 8 gravel cover as Best Available Control Measures by November 6 2012 on certain sections of State land under the jurisdiction of CSLC and

WHEREAS on December 102010 CSLC approved Lease PRC 80799 Amendment No 10 that incorporates activities of the OLDMP Phase 8 into Lease PRC 80799 and

WHEREAS CSLC has sent Lease PRC 80799 Amendment No 10 for execution by the General Manager ofLADWP and

WHEREAS the cost of complying with the lease conditions such as purchase of Carbon OffsetslRenewable Energy Public Trust Value mitigation and Attorneys Fees commitment in Lease PRC 80799 Amendment No10 require the City of Los Angeles Board of Water and Power Commissioners approval and

WHEREAS the cost of complying with the lease conditions is estimated to be $165473750 and

WHEREAS Lease PRC 80799 and the first eight amendments duration is for 20 years and covers LADWPs various dust control measures operations and activities from May 1 1999 to May 12019 and

WHEREAS Lease PRC 80799 Amendment No 9s duration is for three years from June 28 2010 or until such time as a Master Plan for Owens Lake is approved by the CSLC and covers LADWPs tillage dust control measures operations and activities and

WHEREAS Lease PRC 80799 Amendment No 10s duration is from December 102010 to May 12019 and

NOW THEREFORE BE IT RESOLVED that Lease PRC 80799 Amendment No1 0 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between the Department of Water and Power of the City of Los Angeles and the California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratify and execute said lease amendment for and on behalf of the LADWP

Approval moved by Commissioner Parfrey

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 37

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey

Noes None

ITEM NO 38 - A written recommendation was received from the Chief Operating Officer and Interim Chief Financial Officer approved by the General Manager recommending the adoption of a resolution approved as to form and legality by the City Attorney authorizing execution ofAgreement No47002 with P A Consulting Group Inc to analyze and assist the Los Angeles Department ofWater and Power to develop a revenue requirement and rate structure

This item was withdrawn

ITEM NO 43 - Adopts an ordinance by the Council of the City ofLos Angeles transferring surplus money from the Power Revenue Fund to the City Reserve Fund during the 20102011 fiscal year the sum of$258815000 Council approval by ordinance is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 011-199

BE IT RESOLVED

1 That the Charter provides that this Board may after the close ofa fiscal year consent to a transfer of surplus money from the Power Revenue Fund to the Reserve Fund of the City based on audited financial data and

2 That this Board finds and determines after first considering and subject to all covenants made by the Department with respect to transfers from the Power Revenue Fund that there is surplus money in the Power Revenue Fund as of the close of fiscal year 200911 0 and consents to the transfer of $258815000 of said surplus money to the Reserve Fund of the City during fiscal year 201011 and pursuant to the terms ofthis resolution and

3 That this Board does further consent that the Council ofThe City ofLos Angeles adopt an ordinance in words and figures substantially as follows to wit

ORDINANCE NO

An ordinance directing the transfer of surplus money from the Power Revenue Fund of the Department of Water and Power to the Reserve Fund ofThe City of Los Angeles during Fiscal Year 20 WIll

THE PEOPLE OF THE CITY OF LOS ANGELES DO ORDAIN AS FOLLOWS

Section 1 Subject to audited fmancial data for fiscal year ended 200910 and all covenants made by the Department of Water and Power (Department) with respect to transfers from the Power Revenue Fund and subject to there having been and only to the extent that there was surplus money in the Power Revenue Fund at the close of the 200910 fiscal year and subject to the declaration ofconsent adopted by the Board of Water and Power Commissioners it is hereby directed that $258815000 be transferred from the Power Revenue Fund of the Department to the Reserve Fund of the City during the 201011 fiscal year

Section 2 The City Clerk shall certify to the passage of this ordinance and have it published in accordance with Council policy either in a daily newspaper circulated in the City of Los Angeles or by posting for ten days in three public places in the City ofLos Angeles one copy on the bulletin board located in the Main Street entrance to the Los Angeles City Hall

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 38

one copy on the bulletin board located at the Main Street entrance to the Los Angeles City Hall East and one copy on the bulletin board located at the Temple Street entrance to the Los Angeles County Hall ofRecords

BE IT FURTHER RESOLVED that after the adoption of an ordinance as set forth in (3) above the Chief Accounting Employee of this Department is directed upon certification by the General Manager to cause to be transferred $129407000 within 10 days after the effective date of the ordinance in one lump sum payment from the Power Revenue Fund of the Department to the Reserve Fund ofthe City and to cause to be transferred the remaining amount in equal monthly installment payments from the Power Revenue Fund of the Department to the Reserve Fund of the City so that by June 30 2011 $258815000 has been paid Such transfers shall be made only after the City has paid the Power Revenue Fund all monthly charges for power services for which the City was billed by the Department

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 44 - Authorizes execution ofAgreement No WR 10-1030 with the Los Angeles Department ofPublic Works Bureau of Sanitation and West Basin Municipal Water District for Recycled Water Services to the Los Angeles Harbor Area for the design construction and operation of the facilities needed to produce and convey 9300 acre-feet per year of recycled water to LADWPs large industrial and irrigation customers LADWP will fund up to $111979472 for new and existing capital improvements and the initial term ofthirty years which may be extended in increments often years Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-200

WHEREAS one of the primary goals of the Los Angeles Department ofWater and Power (LADWP) is to ensure that the City of Los Angeles (City) has a reliable water supply and

WHEREAS in response to the Citys potable water supply challenges LADWP in 2008 prepared the Water Supply Action Plan titled Securing LAs Water Supply that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

WHEREAS LADWP entered into a 25-year agreement (adopted by the Board under Resolution No 91-0344) with the Los Angeles Department ofPublic Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) on June 3 1991 which allows WBMWD to purchase secondary effluent from the PW BOS Hyperion Treatment Plant (HTP) and in exchange LADWP is allowed to purchase 25000 AFY of tertiary treated Title 22 recycled water from WBMWD at an amount no greater than WBMWDs actual cost to produce and reconvey the recycled water back to LADWP and

WHEREAS WBMWD owns and operates the Juanita Millender-McDonald Carson Regional Water Recycling Plant (CRWRP) located in the City of Carson just north of the LADWP service area and

WHEREAS the Harbor Refineries Recycled Water Pipeline Project currently being constructed will provide the delivery method for recycled water in the Los Angeles Harbor Area to large industrial and irrigation customers and will include a point-of-connection at the Los Angeles City boundary with the City of Carson and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 39

WHEREAS to accomplish delivery of nitrified Title 22 recycled water to Los Angeles Harbor Area customers new treatment facilities need to be constructed at the CRWRP including expansion of the nitrification treatment facilities at the CRWRP as well as the construction of a pipeline in the City of Carson to a point-of-connection at the boundary to the City of Los Angeles and

WHEREAS PWBOS agrees to supply secondary effluent from the HTP to WBMWD and LADWP agrees to purchase tertiary treated disinfected nitrified Title 22 recycled water from WBMWDand

WHEREAS WBMWD has agreed to provide a reliable source of nitrified Title 22 recycled water to the Los Angeles Harbor Area and

WHEREAS the facilities being built by WBMWD and the dedicated current facilities owned by WBMWD to assist LADWP with supplying recycled water will benefit the citizens of Los Angeles for 30 years

NOW THEREFORE BE IT RESOLVED that the proposed Agreement approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP PWBOS and WBMWD be and the same is hereby approved and

BE IT FURTHER RESOLVED that the ChiefAccounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of the obligations arising under this Agreement

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Agreement No WR 10-1030 for and on behalf of LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee will recognize the funds paid to WBMWD to construct to expand and to dedicate WBMWDs assets so as to have the ability to serve LADWP shall be accounted for as a regulatory asset of the Water System that will be amortized over the life of the project which is 30 years

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 45 - Authorizes execution ofAmendment No 1 to Agreement with Los Angeles Public Works Bureau of Sanitation and West Basin Municipal Water District (Resolution No 91-0344) This Amendment supports the City of Los Angeles commitment to maximize the reuse ofwastewater effluent for beneficial reuse The term remain the same Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-201

WHEREAS in response to the City of Los Angeles (City) potable water supply challenges LADWP in 2008 prepared Securing LAs Water Supply a water supply action plan that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 40

WHEREAS LADWP has identified the potential for significant amounts of recycled water usage for industrial purposes in the Los Angeles Harbor Area (Harbor Area) and

WHEREAS there is an existing agreement adopted by the Board under Resolution No 91-0344 (Agreement) among and between LADWP the Los Angeles Department of Public Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) that allows for the conveyance ofsecondary effluent produced at the PWBOS Hyperion Wastewater Treatment Plant (HTP) to the WBMWD Edward C Little Water Recycling Plant (ECL) in EI Segundo California for tertiary treatment and subsequent beneficial reuse and

WHEREAS to provide recycled water to the Harbor Area and to adjacent areas Amendment No 1 to Agreement (Amendment) is necessary to increase WBMWDs secondary effluent wastewater conveyance capability by expanding their existing pump station located at the HTP to a planned ultimate capacity of 70 million gallons per day (MGD) to convey secondary effluent from HTP to ECL and

WHEREAS the PWBOS has the resources and technical expertise to perform wastewater source control pollution prevention and the public outreach activities necessary to comply with all required recycled water regulatory requirements imposed by the State of California Department of Public Health and California Regional Water Quality Control Board and

WHEREAS designating PWBOS as the responsible agency to perform source control will ensure compliance with National Pollution Discharge Elimination Systems permit requirements for which PWBOS will be reimbursed by WBMWD

NOW THEREFORE BE IT RESOLVED that the proposed Amendment approved as to form and legality by the City Attorney and filed with the Secretary of the Board to increase secondary effluent wastewater conveyance and to designate PWBOS as the agency responsible for wastewater source control is hereby approved

BE IT FURTHER RESOLVED that the President or Vice President of this Board the General Manager or such person as the General Manager shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of the Board are hereby authorized empowered and directed to execute said Amendment for and on behalfof LADWP

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 46 - A written recommendation was received from the Personnel Relations Committee that the Board approve their report relative to Grievance No B-074-09 filed by Mr James R Cole

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 41

The following items were presented by the Secretary and ordered filed

ITEM NO 47-A - A report from the Interim Chief Financial Officer showing receipts disbursements and cash balances of the Water and Power Revenue Funds for the month ending December 312010 as follows

REVENUE FUNDS (in thousands)

WATER POWER Beginning Balance December 1 2010 $ 281806 $ 688330

ADD Customer Collections 110560 297326 DWP Interfund Transfers 89106 29923 IPP Subordinated Notes 11343 Other City Departments 6040

Total Receipts $ 199931 $ 344632

LESS Payments to Vendors 62276 237418 Bond Redemption and Interest 57863 124941 Payrolls 23817 52513 SewerlUtility Taxes 38316 49427 DWP Interfund Transfers 36036 42291 Other City Departments 8377 Total Disbursements $ 218321 j 514~967

Ending Balance December 31 2010 $ 263416 $ 517995

ITEM NO 47-B - Monthly report ofactivities for the following units

bull Water System (December 2010)

bull Power System (November 2010)

bull Financial Services Organization (November 2010IDecember 2010)

ITEM NO 47-C - Reports for informational purposes

bull Quarterly Status Report on Water Quality Regulatory Compliance Projects

bull Investment Report Quarter Ending September 30 2010

bull Legislative and Regulatory Update

THE BOARD shall recess to closed session for a conference with legal counsel regarding

A Existing litigation in the following matter

1 Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

----~--~~~~~~-~-~~~~-~~- ~~ --------=~=~-~--- --=~~------~-==~~~~~~~==----===

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 42

2 City of Los Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

B Anticipated litigation in the following matters

1 Discussion regarding initiation of litigation (1 case) pursuant to Subdivision (c) of Section 549569 of the California Government Code

2 Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

MEETING RECESSED at 1240 pm

MEETING RECONVENED at 1250 pm

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 lO22 AM Page 43

Los Angeles California February 12011

MINUTES OF CLOSED SESSION OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

HELD IN ROOM 1555-H FEBRUARY 12011

1250 PM

Meeting called to order by President Thomas S Sayles and roll called

Present Commissioners President Sayles Eric Holoman Christina E Noonan Jonathan Parfrey

Absent None

A quorum present

In attendance were the following

Ronald O Nichols General Manager Martin L Adams Director of Water Operations Oscar Alvarez Electrical Engineer Aram H Benyamin Senior Assistant General Manager - Power System Joseph Brajevich Assistant General Counsel Water and Power Dirk Broersma Assistant City Attorney Richard M Brown General Counsel Water and Power Priscila Castillo Deputy City Attorney Michael A Coia Executive Director ofPower System Operations and Maintenance Lonnie Eldridge Deputy City Attorney James B McDaniel Senior Assistant General Manager - Water System Lorraine Paskett Senior Assistant General Manager - Sustainability Programs

and External Affairs Ann M Santilli Interim Chief Financial Officer Mark J Sedlacek Director of Environmental Affairs Kenneth Silver Electrical Service Manager Eskel H Solomon Assistant City Attorney Cecilia KT Weldon Chief Administrative Officer

Also in attendance

David Kim Mayors Office

A CLOSED SESSION was held for a conference with legal counsel regarding

Existing litigation in the following matters

ITEM NO 49 Al Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 44

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$14263507 to Allstate Insurance Company in full and complete settlement ofLADWP Claim Number 1026286

RESOLUTION NO 011-202

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Power Revenue Fund in the sum of $14263507 to be paid in the form ofa draft to Allstate Insurance Company Said payment is in full compromise and complete settlement ofLADWP Claim Number 1026286 which arose out of fire damage to personal and real property at 4333 Griffin Avenue Los Angeles California on September 25 2009 The City Attorney is hereby authorized to deliver said draft to Allstate Insurance Company andor the Law Office of Cuibreth amp Schroeder LLR upon receipt of a properly executed Full Release of All Claims and Request for Dismissal

Seconded by President Sayles and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Anticipated litigation in the following matter

ITEM NO 49 B2 (1st case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$5935695 to Landmark Property Management Group LLC in full compromise and complete settlement ofLADWP Claim Number 1027520

RESOLUTION NO 011-203

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $5935695 to be paid as follows a draft in the amount of $5935695 payable to Landmark Property Management Group LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1027520 which arose out of damage done to the structure known as the Santa Fe Loft Apartments at 121 East Sixth Street Los Angeles on August 5 2010 as the result of a Water System water main break The City Attorney is hereby authorized to deliver said draft to Landmark Property Management Group LLC upon receipt ofa properly executed Full Release of All Claims and Request for Dismissal

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 45

Anticipated litigation in the following matter

ITEM NO 49 B2 (20d case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(l) of Section 549569 of the California Government Code

Discussion held action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$8000000 to National Subrogation Services in full compromise and complete settlement ofLADWP Claim Number 1025898-19

RESOLUTION NO 011-204

BE IT RESOLVED by the Board ofWater and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $8000000 to be paid as follows a draft in the amount of $8000000 payable to National Subrogation Services LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1025898-19 which arose out of damage to the business known as Canyon Beachwear located at 13035 Ventura Boulevard Studio City on September 52009 The City Attorney is hereby authorized to deliver said draft to National Subrogation Services LLC upon receipt of a properly executed Full Release ofAll Claims and Request for Dismissal

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Existing litigation in the following matter

ITEM NO 49 A2 - City ofLos Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

Discussion held - no action taken

Anticipated litigation in the following matter

ITEM NO 49 B2 (3rd case) - Discussion regarding significant exposure to litigation (3 caSes) pursuant to Subdivision (b )(1) of Section 549569 of the California Government Code

Discussion held - action taken but not a final action that was reportable

Anticipated litigation in the following matter

ITEM NO 49 Bl- Discussion regarding initiation oflitigation (l case) pursuant to subdivision (c) of Section 549569 of the California Government Code

Discussion held - no action taken

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REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 46

COMMISSIONER NOONAN moved the meeting be adjourned

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Meeting adjourned at 1 30 pm

An announcement was made in the Board Room regarding adoption ofthree resolutions one pertaining to the settlement of Los Angeles Superior Court Case Number BC448561 and two pertaining to the settlement ofLADWP Claim Number 1027520 and LADWP Claim Number 1025898-19

SIGNED

~AtrufL~~ SECRETARY

ATTEST

vs~ PRES~T

Page 10: Los Angeles, California, February 1,2011 WATER AND POWER

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 10

ITEM NO 19 - Recommends approval ofPower Purchase Agreement with PacifiCorp and the City ofLos Angeles DWP No BP 10-011 to purchase wholesale energy and provide station power to Magnum Holdings LLC The estimated revenue for LADWP is $105850 for a term ofthree years Submitted by Chief Operating Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 011-179

WHEREAS PacifiCorp which provides retail electric service in the State ofUtah desires to purchase wholesale energy from the Los Angeles Department of Water and Power (LADWP) and

WHEREAS PacifiCorp (dba Rocky Mountain Power) provides retail electric service under the supervision of the Utah Power Service Commission within its franchised service territories in the State of Utah and

WHEREAS PacifiCorp desires to use the Wholesale Electric Service purchase from LADWP to provide electric service to a retail customer and

WHEREAS PacifiCorp and LADWP desire to enter into an Agreement pertaining to the purchase and sale ofwholesale electric service and

WHEREAS the term of the Agreement shall take effect on the date PacifiCorp provides written notice to LADWP that it has received all regulatory approvals necessary to provide retail electric service to the retail customer described in the Agreement for a term of three years

NOW THEREFORE BE IT RESOLVED that the Power Purchase Agreement (Agreement) DWP No BP 10-011 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and PacifiCorp is hereby approved

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund over the term of the Agreement in payment of the obligations incurred if any

BE IT FURTHER RESOLVED that the President or the Vice President of this Board or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Agreement for and on behalf ofLADWP

ITEM NO 22 - Authorizes execution of Geothermal Lease Agreement No I LADWP No BP 10-010 with the Southern California Public Power Authority for consideration with the modifications including an increase acreage from 2950 acres to 3110 acres and further clarification of Section 23 Council approval by ordinance is required Submitted by Chief Operating Officer and Senior Assistant General Manager Power System

RESOLUTION NO 011-180

WHEREAS the Board of Water and Power Commissioners (Board) conditionally approved Geothermal Lease Agreement No1 LADWP No BP 09-028 Resolution No 010-100 on September 152009 subject to amending the MOU to include a provision to incorporate the Los Angeles Department of Water and Powers (LADWP) procurement policies and procedures for all contracts related to the Exploration Structure Due Diligence Effort and Exploratory work and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 11

WHEREAS the City Council disapproved the Boards action on September 152009 under Resolution No 010-100 authorizing the execution of a 35-year Geothermal Lease Agreement with the Southern California Public Power Authority (SCPP A) as referenced in Council File No 09-2517 because the City Administrative Office recommended a Fiscal Review and Assessment Summary of the cost analysis and potential impacts of the project and

WHEREAS LADWP resubmits Geothermal Lease Agreement No1 LADWP No BP 10-010 between LADWP and SCPPA for consideration with the modifications proposed by the Board and City Council and two additional changes including an increase acreage from 2960 acres to 3110 acres and further clarification ofsection 23

NOW THEREFORE BE IT RESOLVED that Geothermal Lease Agreement No1 LADWP Agreement No BP 10-010 approved as to form and legality by the City Attorney and filed with the Secretary of the Board is hereby approved subject to City Council approval

BE IT FURTHER RESOLVED that Resolution No 010-100 adopted by the Board on September 152009 providing for the conditional approval oflease agreement between LADWP and SCPPA LADWP No BP 09-028 for feasibility exploration and potential development ofLADWP-owned property is hereby rescinded

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person as the General Manager or Acting General Manager shall designate in writing is authorized empowered and directed to execute said Geothermal Lease Agreement No1 for and on behalfofLADWP

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person as the General Manager or Acting General Manager shall designate in writing is authorized empowered and directed to execute all necessary exhibits related to Geothermal Lease Agreement No1 as the case may be for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the ChiefAccounting Employee is authorized and directed upon proper certification to accept all revenue generated from Geothermal Lease Agreement No1 and to calculate and record any offsets or credits against such revenue which directly arises from any obligations owed by LADWP in connection with or related to said agreement

ITEM NO 23 - Authorizes the Revision to the Green Book Section 1B2aii Technical Appendix by including the Table 1B2-2 dated June 22 2010 Revision to the list ofwells exempted from linkage to vegetation sites and that are not subject to the automatic well turnshyoffprovisions of the Water Agreement Submitted by ChiefOperating Officer and Senior Assistant General Manager Water System

RESOLUTION NO 011-181

WHEREAS the Los Angeles Department ofWater and Power (LADWP) is a party to the Agreement between the County of Inyo and the City of Los Angeles and its Department of Water and Power on a Long Term Groundwater Management Plan for Owens Valley and nyo County (Water Agreement) and

WHEREAS the technical appendix to the Water Agreement is known as the Green Book and

WHEREAS the Water Agreement and Green Book include provisions for the automatic turnshyoff of groundwater production wells for the protection ofgroundwater dependent vegetation and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 12

WHEREAS the Inyo CountylLos Angeles Technical Group is empowered by the Water Agreement to exempt certain town supply wells irrigation supply wells fish hatchery wells enhancementmitigation project supply wells and other wells not affecting areas with groundwater dependent vegetation as exempt from the automatic turn-off provisions of the Water Agreement and Green Book and

WHEREAS from time to time since the Water Agreement was signed the Inyo County Los Angeles Technical Group has exercised its authority to exempt wells for the aforementioned reasons and

WHEREAS the list of exempt wells currently included in Green Book Section IB2aii does not accurately reflect all of the wells exempted by the Inyo CountylLos Angeles Technical Group and

WHEREAS for the purpose of revising the list of exempt wells in Green Book Section LB2aii the Inyo CountylLos Angeles Technical Group has prepared the attached Table IB2-2 dated June 22 2010 which accurately reflects the current listing of wells permanently exempted by the Technical Group from the automatic turn-off provision of the Water Agreement and

WHEREAS Section XXV ofthe Water Agreement requires the agreement ofLADWP and the Inyo County Board of Supervisors in order to modify the Green Book

NOW THEREFORE BE IT RESOLVED that the Board ofWater and Power Commissioners agrees to modify the Green Book by including the attached Table IB2-2 dated June 22 2010 in Green Book Section LB2aii

BE IT FURTHER RESOLVED a statement affirming that a complete listing of exempt wells is contained in the June 22 2010 Table IB2-2 will be added to Green Book Section LB2aii

ITEM NO 24 - Authorizes submission of Grant Application to the United States Department of the Interior Bureau ofReclamations WaterSMART Water and Energy Efficiency Grants for Fiscal Year 2011 The application is $1000000 for the CommerciallIndustrial Drought Resistant Landscape Incentive Program Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-182

WHEREAS the United States Department of the Interior Bureau of Reclamation (BOR) has approximately $27 million in funding available for the WaterSMART Water and Energy Efficiency Grants for Fiscal Year 2011 which assists irrigation and water districts United States Territories States in the West and other local entities with water delivery authority in leveraging their money and resources by cost sharing with BOR on projects that save water improve energy efficiency address endangered species and other environmental issues and facilitate transfers to new uses and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Commercial Industrial Landscape Drought Resistant Landscape Incentive Program (CI Landscape Program) conserves water by providing incentives to commercial industrial and multi-family customers to replace turf with California-friendly drought-resistant plants and low-volume irrigation and

WHEREAS CI Landscape Program contributes to a sustainable water supply for Los Angeles and

------

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 13

WHEREAS by reducing the amount of replacement water imported from other sources including the Sacramento-San Joaquin Delta the CI Landscape Program reduces the amount of energy used to convey water to users in Los Angeles

WHEREAS the CI Landscape Program has converted 1868119 square feet of turf saving 46535174 gallons ofwater (14281 AF) per year to date

WHEREAS LADWP desires to apply for grant funding in order to expand the CI Landscape Program as detailed in the funding plan and schedule in the application and

WHEREAS the BOR requires approval ofan agencys governing body for each grant funding application

NOW THEREFORE BE IT RESOLVED that an application be made to the BOR for a Water and Energy Efficiency Grant The LADWP is hereby authorized to enter into an agreement to receive a grant for the Project

BE IT FURTHER RESOLVED that the Board of Water and Power Commissioners designates the Senior Assistant General Manager - Water System or his designee (registered engineers) to prepare all necessary data file such application and enter into a grant funding agreement with the BOR and hereby authorizes the Director of Water Resources or his designee (registered engineers) to approve Claims for Reimbursement and to sign performance reports required by a grant funding agreement

ITEM NO 25 - Authorizes LADWPs General Manager to Execute Agreement No R 04310 with the California State Lands Commission (CSLC) allowing LADWP to reimburse reasonable costs incurred by CSLC for application processing and enviromnental documentation associated with the preparation ofa Master Plan for the Owens Lakebed Total costs to LADWP is estimated to be $1003084 with a term of three years Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-183

WHEREAS in March 2010 the Los Angeles Department ofWater and Power (LADWP) initiated a broad collaborative project with diverse interest groups to develop a Master Plan for the Owens Lakebed and

WHEREAS the Master Plan will focus on dust mitigation water efficiency methods habitat and wildlife and potential renewable energy development and

WHEREAS LADWP as part of construction of the Owens Lake Dust Mitigation Program has implemented dust mitigation measures and constructed facilities on certain portions of Owens Lakebed on sections of State land under the jurisdiction of the California State Lands Commission (CSLC) and

WHEREAS CSLC who owns over ninety percent of the Owens Lakebed is a key interest group participating in the development of the Master Plan and has approval authority over the plan and

WHEREAS under Agreement No R 04310 between CSLC and LADWP CSLC has estimated the total cost in processing the application and preparation of enviromnental documents for the Master Plan to be $835903 and the duration is from April 12010 through March 30 2013 with CSLCs cost of construction compliance and mitigation monitoring to be determined as the project progresses and

WHEREAS LADWP is requesting a 20-percent contingency fund to cover the anticipated construction compliance and mitigation monitoring costs bringing the total authorized fund to $1003084 and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 14

WHEREAS Agreement No R 04310 would allow LADWP to reimburse reasonable costs incurred by CSLC for application processing environmental documentation and construction compliance and mitigation monitoring associated with the preparation ofa Master Plan for Owens Lakebed

NOW THEREFORE BE IT RESOLVED that Agreement No R 04310 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between the Department of Water and Power of the City ofLos Angeles and California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of costs of the California State Lands Commission as stipulated under Agreement No R 04310 up to the total amount of $1003084 and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratifY and execute said Agreement No R 043101 for and on behalf of the LADWP

ITEM NO 27 - Authorizes execution of Memorandum ofAgreement with the Los Angeles Department ofPublic Works Bureau of Sanitation the Los Angeles Department ofPublic Works Bureau of Street Services and The River Project to develop and construct the Woodman Avenue Multi-Beneficial Stormwater Capture Project The total project cost estimate is $3396750 ofwhich LADWP is contributing $1200000 for project funding and $150000 for Grant administration Construction completion is scheduled for November 2012 Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-184

WHEREAS the City ofLos Angeles (City) possesses the right to the surface waters of the Los Angeles River its tributaries and the native groundwater ofthe San Fernando Basin in accordance with the California Superior Courts Judgment dated January 26 1979 in The City oLos Angeles vs City oSan Fernando et al Case No 650079 and

WHEREAS local groundwater has historically comprised approximately 15 percent of the Citys water supply which is partially dependent upon replenishment from stormwater flows and

WHEREAS LADWP desires to optimize the use oflocal water resources including stormwater and groundwater to reduce the Citys dependence on imported water supplies and

WHEREAS LADWP is committed to pursuing opportunities to maximize groundwater recharge to sustain and augment the long-term reliability of the Citys groundwater supply in the San Fernando Basin and

WHEREAS LABOS is a bureau of the municipally owned Los Angeles Department ofPublic Works responsible for collecting cleaning and recycling solid and liquid waste including stormwater and urban runoff and

WHEREAS LABSS is a bureau of the municipally owned Los Angeles Department ofPublic Works responsible for street and alley construction and maintenance and

WHEREAS TRP is a non-profit 501(c)(3) organization dedicated to watershed protection conservation and enhancement in Los Angeles County TRP authored the TujungaJPacoima Watershed Plan and has extensive experience studying the Tujunga Watershed and its comprehensive environments and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 15

WHEREAS LADWP LABOS and TRP are committed to pursuing opportunities to enhance water conservation stormwater capture improve water quality and increase open space and

WHEREAS LADWP LABOS and TRP have jointly identified Woodman Avenue located in the San Fernando Valley as a unique opportunity to capture treat and infiltrate a significant volume ofstormwater runoff on an annual basis and

WHEREAS LADWP LABOS LABSS and TRP wish to enter into the proposed Memorandum of Agreement (MOA) to develop and construct the Woodman Avenue Multishybeneficial Stormwater Capture Project (Project) and

WHEREAS the Project will result in the capture treatment and infiltration ofan estimated 80 acre-feet of stormwater per year and

WHEREAS the estimated Project costs are $3396750 and

WHEREAS LADWP in partnership with LABOS and TRP was awarded $1646750 by the 2008 CALFED Watershed Grant Program for the Project and

WHEREAS LABOS has agreed to fund the project management engineering design and construction management of up to a maximum of $400000 and

WHEREAS LADWP has agreed to provide up to $1200000 for construction and $150000 for staff support and

NOW THEREFORE BE IT RESOLVED that the proposed MOA between and among LADWP LABOS LABSS and The River Project (TRP) for the Woodman Avenue Multishybeneficial Stormwater Capture Project (Project) approved as to form and legality by the City Attorney and filed with the Secretary of the Board be and the same is hereby approved and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in the amount of $1 200000 for the construction work proposed under this MOA that has been budgeted under Fiscal Year 2011-12

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Memorandum of Agreement for and on behalf of LADWP

ITEM NO 28 - Adopts the Initial Study and Mitigated Negative Declaration for the Woodman Avenue Multi-Beneficial Stormwater Capture Pilot Project approving the Project and authorizing its construction The cost ofthis project is estimated to be $3396750 with an estimated duration of four years Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-185

WHEREAS the City ofLos Angeles Department of Water and Powers (LADWP) Watershed Management Group and the City of Los Angeles Bureau of Sanitations (LABOS) Watershed Protection Division in partnership with the non-profit group The River Project have identified Woodman Avenue located in the San Fernando Valley as a unique opportunity to capture treat and infiltrate a significant volume of stormwater runoff on an annual basis and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 16

WHEREAS LADWP proposes to implement the Woodman Avenue Multi-Beneficial Stonnwater Capture Pilot Project (Project) to help recharge the groundwater table improve water quality and alleviate local flooding along the 7700 block ofWoodman Avenue and

WHEREAS LADWP prepared an Initial StudylNegative Declaration (ISIMND) for the proposed Project and circulated this document for public review from December l3 2010 to January 142011 and

WHEREAS a Notice of Intent to Adopt an MND was published in the Los Angeles Times and mailed to interested persons and agencies

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners of the City ofLos Angeles (Board) recognizes that a study was made ofthe potential environmental effects of the proposed Project including its construction and operation This study is embodied in the ISMND on file with the Secretary of this Board and is incorporated in this Resolution and made a part hereof

BE IT FURTHER RESOLVED that the Board recognizes the ISMND identifies the following impacts that are potentially significant unless mitigation is incorporated and proposes the following mitigation measures and a program for implementation and monitoring

Potential Mitigation Recommended Mitigation PeriodMethod Implementation Impact Measure of Implementation Monitor

No

Cultural Resources I Itispossibletl1at CUL-I Should archaeological or paleontological During constructio Project

subsurface resources be encountered during earth- Construction archaeological or moving activities (Le grading and Manager will be paleontological resource excavation) a qualified archaeologist ando responsible for may be present within paleontologist shall be retained and shall implementation the project area implement procedures for temporarily andLADWP

halting or redirecting work to permit the Environmental sampling identification and evaluation of Services will the resources as appropriate Ifthe provide resources are found to be significant the compliance archaeologist andor paleontologist shall oversight determine appropriate actions in cooperation with the City of Los Angeles shyfor preservation andor data recovery If human remains are discovered the Los Angeles County Coroner shall be contacted the area of the find shall be protected and provisions of State CEQA Guidelines Section 150645 shall be followed

Hazards and Hazardous Materials Temporary lane closures HAZ-I A Traffic Control Plan will be prepared and Prior to and during Project and other public right-of will include notification ofsurrounding construction Construction way construction emergency service providers including the Manager will be activities could impair adjacent Kaiser Permanente Medical Center responsible for implementation of or As part of the plan emergency service implementation physically interfere with providers will be notified prior to andLADWP an adopted emergency construction and provided information Environmental response plan regarding lane closures construction Services will

schedule driveway blockages etc A plan t( provide maintain or accommodate essential compliance emergency access routes eg plating over oversight excavations use of detours etc will be developed and implemented

Noise Constructive activity NOI-l Project specifications shall restrict Prior to and during Project could result in temporaI) construction to normal work days and hours construction Construction exposure of persons to (as per LAMC Section 4110) and shall Manager will be excessive noise and require the construction contractor to responsible for vibration develop and implement a Noise Mitigation implementation

Plan to include the use ofmuftlers shields andLADWP sound barriers andor other noise reduction Environmental devices or techniques as feasible during Services will operation ofconstruction equipment Two provide weeks prior to the onset of construction compliance

--------------~~-------

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Pagel7

of construction notification of the location timing and duration of the proposed construction shall be provided to adjacent residents and businesses (within a V mile radius from the project site) and Kaiser Permanente Panorama City

oversight

Transportation and Traffic Temporary lane closures TR-l and other public right-of way construction activities could affect vehicle traffic and other modes of transportation beyond acceptable levels

A Traffic Control Plan will be prepared and approved by the City prior to the beginning ofconstruction Emergency service providers (fire police and ambulance) and Kaiser Pemlanente Panorama City shall be notified prior to construction to communicate information regarding lane closures construction schedule driveway blockages etc and to develop a plan to maintain or accommodate essential emergency and patient access routes eg plating over excavations use of detours effect on existing bus stop etc

Prior to construction

Project Construction Manager will be responsible for implementation andLADWP Environmental Services will provide compliance oversight

BE IT FURTHER RESOLVED that this Board further fmds that with the implementation of the above mitigation measures potential impacts to cultural resources hazards and hazardous materials noise and transportation and traffic will be less than significant

BE IT FURTHER RESOLVED that this Board certifies that the ISIMND has been prepared in compliance with California Environmental Quality Act that it has reviewed and considered the information contained in the ISIMND and that the ISIMND reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board finds on the basis of the whole record before it including the IS that there is no substantial evidence that the Project will have a significant effect on the environment

BE ITFURTHER RESOLVED that this Board adopts the ISIMND and approves the Project

BE IT FURTHER RESOLVED that LADWP shall file a Notice ofDetermination with the Los Angeles City Clerk and the Los Angeles County Clerk within five working days after deciding to approve the Project

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of tIe record of proceedings for this project

ITEM NO 29 - Approves Addendum No 1 to the Mitigated Negative Declaration for the Geotechnical Investigation for the North Haiwee Dam No2 Project Further a Notice of Determination is authorized to be filed with the Inyo County Clerk Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-186

WHEREAS LADWP proposes to implement the Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS LADWP prepared an Initial StudylMitigated Negative Declaration (ISIMND SCH 2003091085) for a similar project at the same location in April 2004 titled Geotechnical Investigations at North Haiwee Dam Project and

WHEREAS the City of Los Angeles Board of Water and Power Commissioners (Board) adopted the ISIMND and approved the implementation of the Geotechnical Investigations at North Haiwee Dam Project on July 6 2004 and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 18

WHEREAS an Addendum which addresses the proposed modifications to the previously adopted ISIMND has been prepared titled Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS CEQA Guideline section 15164(b) allows a lead agency to prepare an addendum to an MND as follows

An addendum to an adopted negative declaration may be prepared ifonly minor technical changes or additions are necessary or none of the conditions described in Section 15162 calling for the preparation of a subsequent EIR or negative declaration have occurred

WHEREAS CEQA Guideline section15162 requires a subsequent negative declaration under the following circumstances

(a) When an EIR has been certified or a negative declaration adopted for a project no subsequent ErR shall be prepared for that project unless the lead agency determines on the basis of substantial evidence in the light of the whole record one or more of the following

(1) Substantial changes are proposed in the project which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects

(2) Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous ErR or Negative Declaration due to the involvement ofnew significant environmental effects or a substantial increase in the severity of previously identified significant effects or

(3) New information of substantial importance which was not known and could not have been known with the exercise ofreasonable diligence at the time the previous ErR was certified as complete or the Negative Declaration was adopted shows any of the following

A) The project will have one or more significant effects not discussed the previous EIR or negative declaration or

B) Significant effects previously examined will be substantially more severe than shown in the previous ErR or

C) Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project but the project proponents decline to adopt the mitigation measure or alternative or

D) Mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce one or more significant effects on the environment but the project proponents decline to adopt the mitigation measure or alternative

NOW THEREFORE BE IT RESOLVED that the City of Los Angeles Board of Water and Power Commissioners (Board) recognizes that a study of the proposed changes to the previously adopted ISIMND was made and the associated environmental effects assessed for the proposed Geotechnical Investigations for the North Haiwee Dam No2 Project This study is embodied in the Addendum on file with the Secretary ofthis Board This Board has reviewed and considered the information contained in such document which is incorporated in this Resolution and made a part hereof

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 19

BE IT FURTHER RESOLVED that this Board makes the following fIndings and determinations with respect to the proposed project

bull An Addendum was prepared which analyzed the potential environmental impacts associated with the construction and operation ofthe proposed project

bull As demonstrated in the environmental analysis of the currently proposed project modifIcations none of the conditions described in CEQA Guideline section 15162 calling for the preparation ofa subsequent EIR or negative declaration have occurred The proposed project modifIcations would not result in any additional signifIcant impacts nor would it increase the severity ofpreviously identifIed signifIcant impacts Therefore it can be concluded that pursuant to CEQA Guideline section 15164(b) the proposed project modifIcations are only minor technical changes or additions and as such an addendum to the 2004 MND for the Geotechnical Investigations at North Haiwee Dam Project may be prepared

Below is the proposed Mitigation Monitoring and Reporting Plan (MMRP) for the proposed Addendum This MMRP includes mitigation measures from the previously approved 2004 ISIMND as well as proposed changes to it in order to enhance its effectiveness Underline denotes a new measure while strikeout indicates a removed measure

Air Quality

bull The project specifIcations shall incorporate the applicable provisions of the Great Basin Valleys Air Pollution Control District Fugitive Dust Rule (Rule 401) provided below

A person shall take reasonable precautions to prevent visible particulate matter from being airborne under normal wind conditions beyond the property from which the emission originates Reasonable precautions include but are not limited to

1 Use where possible of water for control ofdust in trenching and boring operations

2 Application of water on dirt roads material stockpiles

3 Use ofwater chemicals chuting venting or other precautions to prevent particulate matter from being airborne in handling dusty materials to open stockpiles and mobile equipment and

4 Maintenance of roadways in a clean condition

bull The contractor shall discontinue construction activities during fIrst and second-stage smog alerts

Biological Resources

bull To compensate for the permanent loss ofhabitat LADWP will preserve Mohave ground squirrel habitat (Habitat Management Lands) at a 3 1 ratio at a location approved by CDFG Funding for the long-term management ofthe land preserved also is required LADWP and CDFG will negotiate the per-acre cost ofmanaging the lands to be preserved and fee title or conservation easement shall be granted to CDFG or other CDFG-approved non-profIt entity

Alternatively the preservation ofMohave ground squirrel habitat could be accomplished through elimination ofcattle grazing on lands owned by LlDWP in Jnyo County vvithin the geographic range ofMohave ground squirrel andor restomtion ofnative vegetation within the range and in habitat suitable for Mohave ground squirrel on LADWP public or state lands in Jnyo County In either case LADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 20

U~~~fer e title or a cOflservatiofl easemeflt oler the Habitat ManagemeBt Laads to ~rt~rms approved by the CDFG AlteFflatit-ely the traflsfer mad be to

another public entity or not profit corporation appro led by the CDFG d t) approed by the CDFG 1lfrer erms

bull A pre-construction environmental education program shall be conducted for all persons working on the project The education program shall include identification of sensitive biological resources on-site terms and conditions of the Incidental Take Permit and the California Endangered Species Act

bull Impacts to sanicle cyrnopterus shall be avoided where feasible through project redesigIl In particular Trench T 2 contains hve clusters of sanicle cyrnopterus If redesigIl of Trench T 2 to atOid impacts to sanicle cymopterus is not feasible a mitigation plan shall be negotiated with and approed by CDFG

bull Sanicle cymopterus populations near proposed geotechnical testing sites shall be flagged by a qualified biologist prior to testing activities and avoided by project personnel

bull A qualified biological monitor familiar with sanicle cymopterus shall be on-site during testing activities in the vicinity of this species

bull Project boundaries shall be clearly delineated prior to construction Existing roads shall be used to the greatest extent possible All project-related parking and equipment storage shall be confined to previously disturbed areas

bull A qualified biological monitor familiar with Mohave ground squirrel shall be on-site to monitor trenching and boring activities

bull Trash and food items shall be removed from the site daily and disposed ofproperly to avoid attracting ravens a common predator of the Mohave ground squirrel

bull Ramps shall be provided in trenches to allow animals to escape

bull All temporarily affected areas that were previously vegetated shall be restored with native plant species to accelerate recovery

bull During construction and at the completion of construction activities monthly and final compliance reports shall be provided to CDFG documenting the effectiveness of mitigation measures and the level of take associated with the project

bull Water from well-pump testing shall be discharged to the ground in Mohave ground squirrel habitat areas

bull Because project activities will disturb Mohave ground squirrel habitat in a recognized core area for the species land acquisition to compensate for habitat loss should focus on private or BLM disposal lands within the CosoOlancha core area ELM disposal lands west of the North Haiwee Dam (828 acres) are within the CosoOlancha core area and should be considered the top priority mitigation lands If land acquisition is not possible or proves difficult in CosoOlancha core area then land should be acquired in one ofthe following alternative areas (listed in order ofpreference)

1 In the Little Dixie Wash core area Kern County 2 In the corridor connecting the CosoOlancha core area and the Little Dixie Wash

core area 3 Adjacent to the CosoOlancha core area in Inyo County and 4 In the corridor connecting the Little Dixie Wash core area and the Edwards Air

Force Base Core Area in Kern County

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 21

bull An authorized biologist or monitor shall guide project equipment around active ground squirrel burrows to reduce the likelihood of taking individual Mohave ground squirrels and minimize habitat disturbances

bull If a live Mohave ground squirrel is unearthed during project activities the Authorized Biologist shall rescue the squirrel and if it is the squirrels active period release it at least 50 meters from project activities If it is the squirrels dormant period then the biologist should construct an artificial burrow at least 50 meters from project activities and place the squirrel in the artificial burrow

bull Individual Joshua trees shall be avoided to the greatest extent possible Compensation for impacts to Joshua tree woodland shall be negotiated with CDFG prior to groundshydisturbing activities

bull Compensation for impacts to Mohave riparian forest shall be negotiated with CDFG prior to ground-disturbing activities

In addition to ensure that project impacts to other special-status wildlife species and Jurisdictional Waters and Wetlands would be mitigated to less than significant the following additional mitigation measures are recommended

bull Conduct pre-construction protocol surveys for desert tortoise Pre-construction surveys should be conducted no more than 30 days prior to construction operations Standard protocol language includes Protocol surveys for desert tortoise will follow the guidelines for linear projects stipulated in the Pre-Project Field Survey Protocol for Potential Desert Tortoise Habitats (USFWS 2010) As stated in this guideline a 10 meter wide belt that transects with 100 percent coverage would be conducted in all habitats capable of supporting the desert tortoise within the project area Ifneither tortoises nor sign are encountered during the Action Area surveys three additional 10 meter belt transects at 200 meter intervals parallel to the project area will be surveyed Surveys for determination of presence or absence are restricted to the desert tortoises active period which is April through Mayor September through October and at temperatures below 40 degrees Celsius

bull Should a desert tortoise burrow be observed during pre-construction surveys and the end is not visible the burrow should be scoped for tortoise occupancy All unoccupied burrows should be collapsed Should a live desert tortoise be observed during preshyconstruction surveys above- or below ground desert tortoise fencing must be installed around project work areas excluding access roads Tortoise fencing will avoid occupied burrows iffound Fence installation will require two desert tortoise clearance surveys within the exclusion area prior to beginning construction operations Any tortoises found within the exclusion fence the exclusion fence will be re-designed to exclude the tortoise from the project work area No handling of tortoises is permitted

bull A biological monitor is recommended for the duration ofproject construction operations Should a tortoise be observed during construction operations project activities will temporarily cease in the immediate area and allow the tortoise to move on its own accord

bull In accordance with federal and California State Endangered Species Acts the contractor shall immediately report all observations of desert tortoise or any listed species to LADWP Environmental Services and take care not to take or harass the species A LADWP Environmental Service Representative will inform appropriate federal and State resource agency personnel of the sighting

bull Implement pre-construction surveys and construction monitoring to minimize impacts to badger

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bull For any construction activities scheduled to occur during the nesting season (typically February 15 to July 31) pre-construction surveys should be conducted to identify any nesting birds If active nests are identified determine whether proposed activities within 200 feet could cause found nests to fail

Cultural Resources

bull Trenching boring and well locations in areas outside ofpreviously surveyed areas such as T -7 (EDA W 2003b) require a pedestrian archaeological survey and ifapplicable a record search prior to construction activities All activities shall be located to avoid historic and archaeological resources

bull Trenching and boring locations shall be located to avoid known historic or archaeological resources-in particular the historic and cultural resources at Trenches T-4 and T-5 and the geotechnical borings in and around CA-INY-22435703 CA-INYshy4591H HD-CS-OOIH (now CA-INY-6574) HD-CS-005H CA-INY-6575 (formerly HD-CS-002H) CA-INY-6577 and CA-INY-6585 shall be flagged for avoIdance A qualified archaeologist shall be retained to assist with determining acceptable location parameters for these trenches and borings The archaeologist is authorized to delineate the loci of the existing resources at Trenches T -4 and T -5 by use ofsmall-shovel test pits

bull A qualified cultural resources monitor shall be on-site during ground-disturbing activities at the adjusted Trench T-4 and T-510cations and at the borings in and around known cultural resources The cultural resources monitor shall have the authority to halt or redirect construction ifnew significant cultural resources are found

BE IT FURTHER RESOLVED that this Board fmds that with the implementation of the above mitigation measures potential impacts to air quality biological resources and cultural resources will be less than significant

BE IT FURTHER RESOLVED that this Board has reviewed and considered the information as contained in the proposed Addendum and that the Addendum reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board adopts the Addendum requires implementation of the mitigation measures adopts the Mitigation Monitoring and Reporting Plan approves the Geotechnical Investigations for the North Haiwee Dam No2 Project and approves the payment for permit and mitigation costs associated with this project

BE IT FURTHER RESOLVED that LADWP shall file a Notice of Determination with the Inyo County Clerk that finds that this Board has adopted the Addendum for the project that the Board has required implementation of the mitigation measures for the project that the Board has adopted the Mitigation Monitoring and Reporting Plan for the project and that there is no substantial evidence in light of the whole record that the project may have a significant effect on the environment

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of the record of proceedings for this project

ITEM NO 30 - Recommends approval of the Grid Reliability Study dated December 31 2010 that is required per Section 3B3 of the Once-Through-Cooling Policy Upon approval LADWP will fmalize and submit the Study to the State Water Resources Control Board and the Statewide Advisory Committee on Cooling Water Intake Structures Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Power System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 23

RESOLUTION NO 011-187

WHEREAS the Los Angeles Department of Water and Power (LADWP) has an obligation to provide adequate and reliable electricity service to its customers in The City of Los Angeles and

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners approves the Grid Reliability Study (GRS) dated December 31 2010

BE IT FURTHER RESOLVED that LADWP may use this GRS for submission to any agency or entity requiring LADWP to submit a reliability study

ITEM NO 31- Authorizes execution of Amendment No1 to Short Form IRU-12 Lease Agreement (Agreement No FO-500-092007) with Fox Entertainment Group Inc to continue to provide the Indefeasible Right of Use of a certain component of the LADWPs fiber optic network between 10351 Santa Monica Boulevard Los Angeles and Building 101 10201 Pico Boulevard Los Angeles The term ofAgreement is amended to five yeats Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-188

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 subordinate agreement to Optical Fiber Lease Agreement No FO-293-042004 (Master Agreement) between the Department of Water and Power of the City of Los Angeles (LADWP) and Fox Entertainment Group Inc was approved by the General Manager and became effective on January 18 2008 grants to Fox Entertainment Group Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 has an initial term of three (3) years which expired on January 18 2011 and

WHEREAS both the LADWP and Fox Entertainment Group Inc desire to extend the term of Short Form IRU-12 Lease Agreement No FO-500-092007 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No I to Short Form IRU-12 Lease Agreement No FO-500-092007 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Fox Entertainment Group Inc be and the same is hereby approved and ratified

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 the Assistant Secretary or the Acting Secretary ofthe Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 for and on behalfofLADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 24

ITEM NO 32 - Authorizes execution ofAmendment No1 to Short Form IRU-08 Lease Agreement (Agreement No FO-609-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network between One Wilshire 4th Floor MMR or MDF Room 624 South Grand Avenue Los Angeles California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to five years Submitted by ChiefOperating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-189

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-0l2006 (Master Agreement) between the Department ofWater and Power of the City of Los Angeles (LADWP) and Sohonet Inc was authorized by Board Resolution No 010-213 on February 22010 grants Sohonet Inc the Indefeasible Right ofUse ofa certain component ofthe LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 has an initial term of one (1) year which is set to expire on February 16 2011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-08 Lease Agreement No FO-609-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-08 Lease Agreement No FO-609-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 for and on behalfofLADWP

ITEM NO 33 - Authorizes execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement (Agreement No FO-610-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse ofa certain component of the LADWPs fiber optic network between ADS 948 Cahuenga Boulevard Hollywood California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to two years Submitted by Chief Operating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-190

WHEREAS this Short Form IRU-09 Lease Agreement No FO-61O-1212009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-01l2006 (Master Agreement) between the Department of Water and Power ofthe City of Los Angeles (LADWP) and Sohonet Inc was approved by the General Manager and became effective on February 19 2010 grants Sohonet Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 25

WHEREAS this Short Form IRU-09 Lease Agreement No FO-61 0-122009 has an initial term ofone (1) year which is set to expire on February 192011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-09 Lease Agreement No FO-610-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU -09 Lease Agreement No FO-61 0-122009 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 for and on behalfofLADWP

ITEM NO 34 - Authorizes execution ofAmendment No 1 to Purchase Order 49019-1 (New Agreement No 47003) with Phimation Strategy Group for consulting services for change management efforts and training This Amendment increases contract amount by $235750 and extends the contract one year All other contract terms remain the same Submitted by Chief Operating Officer

RESOLUTION NO 011-191

WHEREAS the Los Angeles Department of Water and Power (hereinafter referred to as LADWP) and Phimation Strategy Group (hereinafter referred to as Consultant) entered into a contract wherein Consultant agreed to assist the General Managers Office (GM) to conduct change leadership training and culture change program and

WHEREAS effective September 13 2010 the LADWP and Consultant entered into Purchase Order Agreement No 49019-1 (which together with all amendments and supplements thereto hereinafter shall be referred to as the Agreement) and

WHEREAS the LADWP proposes to execute Amendment No1 to Purchase Order 49019-1 to extend the term through February 122012 and

WHEREAS the LADWP proposes to amend Purchase Order 49019-1 to increase the contract amount from $149000 to $384750 converting the General Manager Award to a Board Award (New Agreement No 47003) and

WHEREAS the amendment is necessary and proper to continue or complete certain activities authorized under the Agreement

NOW THEREFORE BE IT RESOLVED that the LADWP and Consultant agree to amend the Purchase Order Agreement No 49019-1 as follows

Make an administrative change in the Agreement number from 49019-1 to 47003 2 The term ofthe Agreement has been extended through February 122012 3 The total cost ofthe Agreement is increased by $235750 for a maximum expenditure

limit of $384750

1

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 26

4 Add Line Item 002 to read as follows Change Leadership Training and Culture Change Program - Additional Services as described in Service Definition All not-to-exceed $235750

5 Delete and replace terms under Page 2 Service Definition 6 Delete and replace terms described under Pages 2-3 Invoice and Payments 7 Delete terms under Pages 3-4 Itemized Expenses in its entirety 8 Delete and replace terms described under Page 9 Termination

BE IT FURTHER RESOLVED that pursuant to City Charter Section 371 (e)(2) the use of competitive bidding for this agreement is not practicable or advantageous because the work to be performed is of an expert professional temporary and occasional character

BE IT FURTHER RESOLVED the Board finds in accordance with Charter 1022 of the Los Angeles City Charter that the services to be performed under this contract can be more economically and feasibly performed by an independent contractor than by City employees

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under this Agreement and

BE IT FURTHER RESOLVED that the President or 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 of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalfofLADWP

ITEM NO 35 - Awards Amendment No2 to Contract No 969 to Furnish and Deliver Tires and Tubes to TCI Tire Centers LLC for a cooperative purchase with City ofLos Angeles Department of General Services Division Contract No 58289 The amendment will increase the second optional period by $1012595 All other contract tenns shall remain the same Submitted by Chief Operating Officer and Chief Administrative Officer

RESOLUTION NO 19362

WHEREAS TCI Tire Centers LLC was awarded Contract No 969 a cooperative purchase to City ofLos Angeles Department of General Services Division Contract 58289 for furnishing and delivering of tires and tubes and

WHEREAS the Los Angeles Department of Water Power (LADWP) utilizes Contract No 969 to provide routine maintenance to LADWPs motor pool and

WHEREAS LADWPs Joint System recommends Amendment No2 to Contract No 969 with TCI Tire Centers LLC to increase the second optional period by $101259500 to $180000000 and

WHEREAS Contract No 969 is coterminous with the City ofLos Angeles Contract No 58289 which expires on May 31 2011 No additional time is needed

NOW THEREFORE BE IT RESOLVED that Amendment No2 to Contract No 969 is approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee is hereby authorized and directed to draw demands upon the Water and Power Revenue Funds in accordance with the terms of this amendment awarded pursuant to Contract No 969 and this resolution

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 27

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 themiddot Acting Secretary of the Board are hereby authorized and directed to execute said contract for and on behalf ofLADWP

ITEM NO 36 - Authorizes execution ofa Purchase and Sale Agreement ofReal Property at 12655 Garber Street Pacoima California for the Water Systems Garber Street Recycled Water Tank Project for the purchase price of$350000 plus closing and incidental expenses (Real Estate File W-36943) Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-192

W-36943 (Purchase ofFee Property Required for the Garber Street Recycled Water Tank)

WHEREAS the Los Angeles Department of Water and Power (LADWP) would like to acquire a parcel of land (which includes a residence) for the Garber Street Recycled Water Tank and

WHEREAS the LADWP has identified property owned by Jules M Adger (Seller) located at 12655 Garber Street Pacoima California which LADWP desires to acquire and

WHEREAS the Board ofCommissioners of the Los Angeles Department of Water and Power has the authority pursuant to Los Angeles City Charter Section 675(d)(1) to acquire by purchase all real property convenient for LADWP purposes

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners hereby approve substantially as to form the Purchase and Sale Agreement between LADWP and the Seller and

BE IT FURTHERRESOLVED 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 directed and empowered to execute said Purchase and Sale Agreement for and on behalf of the LADWP The Manager ofReal Estate is authorized empowered and directed to execute Escrow Documents and other related documents for and on behalf of the LADWPand

BE IT FURTHER RESOLVED that the Chief Accounting Employee ofLADWP upon proper certification is hereby authorized and directed to authenticate a demand or demands upon the proper revenue fund for payment of the $350000 purchase price plus closing and incidental expenses at least five days prior to the close ofescrow

ITEM NO 37 - Approves payment of $33890899 to the State ofCalifornia Department of Industrial Relations for Workers Compensation Self-Insurance Program administration fees for Fiscal Year 2010-201 L Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-193

WHEREAS the City of Los Angeles Department of Water and Power (LADWP) is selfshyinsured and self-administered for its workers compensation liability

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 28

BE IT RESOLVED that the payment ofWorkers Compensation Self-Insurance Program administration fees for the Fiscal Year 2010-2011 as assessed by the State of California Department of Industrial Relations in their invoice dated November 302010 is $33890899 and pursuant to California Labor Code Sections 625 and 626 is authorized and directed

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to authenticate a demand on the Water Revenue Fund in payment of the above fees arising from the requirements of California Labor Code 625 and 626

ITEM NO 39 - Approves the water quality improvement demand side management reclaimed water and water security expenditures for the twelve month period commencing July 1 2011 Submitted by Chief Operating Officer Interim Chief Financial Officer and

Senior Assistant General Manager - Water System

RESOLUTION NO 011-194

WHEREAS Water Rates Ordinance No 170435 as amended by Ordinance Nos 171639 173017 175964 177968 and 179802 authorizes the recovery of certain qualified Board approved expenditures for Water Quality Improvement Programs through the Water Quality Improvement Adjustment Factor for Demand Side Management and Reclaimed Water Programs through the Water Procurement Adjustment Factor and Water Security costs through the Water Security Adjustment Factor

NOW THEREFORE BE IT RESOLVED that the Board approves Schedules A B C and D which are on file with the Secretary of the Board which describe and identifY (A) water quality expenditures totaling $3374 million (B) demand side management expenditures totaling $310 million (C) reclaimed water expenditures totaling $761 million and (D) water security expenditures totaling $686 million for the twelve-month period from July 1 2011 through June 30 2012

ITEM NO 40 - Authorizes the issuance ofa maximum of $350 million of Water System Refunding Revenue Bonds for the purpose of refinancing higher interest rate bonds with lower interest rate bonds Council approval is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 4831

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMISSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing ofUp to $350000000 Pursuant to Section 609 of The Charter ofThe City ofLos Angeles Through the Issuance of

Revenue Bonds Payable from the Water Revenue Fund

Resolution No- 4831

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City of Los Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power ofthe City of Los Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter of The City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Water Revenue Fund to evidence the indebtedness created by such borrowing

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 29

Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations of the Department payable from the Water Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

THREE HUNDRED FIFTY MILLION DOLLARS ($350000000)

and said Bonds are to be issued in one or more series or sub series at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number of days elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer ofthe Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 ofOrdinance No 172353 of the City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 of Division 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale ofeach series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with respect to the Bonds shall not exceed ten percent ofthe principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 ofthis Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest costfor the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number ofdays elapsed

Section 9 The authorization ofthe issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance ofbonds on account of the Water System heretofore made by resolution of this Board

Section 10 The Secretary ofthis Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices ofthe Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office ofAdministrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 30

ITEM NO 41-Authorizes the issuance ofa maximum of$I5 billion ofPower System Refunding Revenue Bonds to refinance or replace existing Power System Revenue Bonds mostly set with higher interest rates with lower rates thereby lowering LADWPs cost of debt Council approval is required Submitted by ChiefOperating Officer and Interim Chief Financial Officer

RESOLUTION NO 4830

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMSSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing of Up to $1500000000 Pursuant to Section 609 of The Charter of The City of Los Angeles Through the Issuance of

Revenue Bonds Payable from the Power Revenue Fund

Resolution No 4830

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City ofLos Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power of the City ofLos Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter ofThe City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Power Revenue Fund to evidence the indebtedness created by such borrowing

Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations ofthe Department payable from the Power Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

ONE BILLION FIVE HUNDRED MILLION DOLLARS ($1500000000)

and said Bonds are to be issued in one or more series or subseries at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of 365 days for the actual number ofdays elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer of the Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 of Ordinance No 172353 ofthe City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 ofDivision 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale of each series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 31

is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with re~pect to the Bonds shall not exceed ten percent of the principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 of this Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of365 days for the actual number of days elapsed

Section 9 The authorization of the issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance of bonds on account of the Power System heretofore made by resolution of this Board

Section 10 The Secretary of this Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices of the Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office of Administrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

ITEM NO 42 - Authorizes execution of Agreement No 47582 with Dewey amp LeBoeufLLP for Legal Services related to Merger and Acquisition Transactions to divestiture of power assets and the potential acquisition of non-carbon replacement assets The total amount not to exceed $1000000 for a term ofeighteen months Submitted by Chief Operating Officer and General Counsel

RESOLUTION NO 011-195

WHEREAS the Office of the City Attorney (City Attorney) on behalf ofthe Los Angeles Department of Water and Power (LADWP) solicited requests for proposals from law firms to assist the City Attorney in providing LADWP advice and representation in matters related to the Departments merger and acquisition transactions (M amp A) to divestiture ofpower assets and the potential acquisition of non-carbon replacement assets

WHEREAS the City Attorney selected the law finn of Dewey amp LeBoeuf LLP from a competitive bidding process for providing the necessary legal services and

WHEREAS the City Attorney finds that an appropriation of$lOOOOOO for a period of eighteen months is necessary at this time to manage anticipated M amp A transactions

BE IT RESOLVED that in compliance with City Charter Section 1022 the Board of Water and Power Commissioners of the City ofLos Angeles (Board) finds it is more feasible to have the assistance ofoutside counsel due to the complexity of and the expertise required for the aforementioned transactions

BE IT FURTHER RESOLVED the President or 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 of the Board be and they are hereby authorized and directed to execute Agreement No 47582 (or one in substantial form and content as the one submitted herewith as determined by the City Attorney) for and on behalf ofLADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 32

BE IT FURTHER RESOLVED that the Chief Accounting Employee of LADWP upon proper certification be and is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under said Agreement

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 48 - Reports were given by Management concerning matters relating to Department operations as follows

a) Integrated Resource Plan Update (Michael Webster Power Engineering Manager)

b) Renewable Portfolio Standard Project Update

Deemed accepted

c) 2010 Urban Water Management Plan (Tom Erb Director of Water Resources)

Written recommendations approved by the General Manager transmitting the following resolutions approved as to form and legality by the City Attorney

ITEM NO5 - Approval of the minutes of the January 4 2011 regular meeting of the Board of Water and Power Commissioners

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO6 - Authorizes award of Specification No 199 to Furnish and Deliver Meters Cold Positive Displacement Type to Neptune Technology Group Inc for a total amount not to exceed $22692293 for a term of one year with two optional one-year periods Submitted by Chief Operating Officer Senior Assistant General Manager - Water System and Chief Administrative Officer

RESOLUTION NO 19363

WHEREAS this contract is to furnish and deliver Meters Cold Positive Displacement Type and

WHEREAS Neptune Technology Group Inc is the lowest compliant bidder under Specification No 199 and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Water System recommends that Neptune Technology Group Inc be awarded a contract under Specification No 199

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 33

NOW THEREFORE BE IT RESOLVED that Neptune Technology Group Inc is awarded Contract No 199 for a total maximum amount not to exceed $2269229300 which includes all optional periods for a term of one-year with two optional one-year extensions under Specification No 199 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the President or Vice President 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 contract for and on behalf of the LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 199 and this Resolution

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO7 - Authorizes award of Specification No 217 to Furnish and Deliver Broadcaster Network Equipment and Software to Evertz Microsystems Ltd for a total amount not to exceed $4750000 for a term of one year with four optional one-year periods Council approval is required Submitted by Chief Operating Officer and Chief Administrative Officer RESOLUTION NO 19364

WHEREAS the Los Angeles Department of Water and Power (LADWP) identified broadcaster video network service as an innovative growth opportunity serving Los Angeles extensive entertainment industry and developed the VideoMAN infrastructure and

WHEREAS this contract is to furnish broadcaster video network equipment and software providing LADWP with the spares and upgrades to meet the demands for this service and

WHEREAS without a contract the LADWP will not be able to support its existing customers and will suffer customer and revenue loss and

WHEREAS LADWPs Joint System recommends a sole source contract be awarded to Evertz Microsystems Ltd (Evertz) the manufacturer of the original equipment and

WHEREAS this contract combined with previous contracts with Evertz constitutes continued contracting exceeding the three year time period set by Ordinance

THEREFORE BE IT RESOLVED that Evertz Microsystems Ltd is awarded a sole source contract under City Charter Section 371(e)(7) for a total amount not to exceed $475000000 which includes all optional periods for a term of one year with four optional one-year periods under Specification No 217 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to draw demands on the Water and Power Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 217 and this resolution

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 34

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Agreements for and on behalfof LADWP after approval by the Los Angeles City Council pursuant to Administrative Code 105

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 20 - Authorizes execution of Confidentiality Agreement DWP No BP 11-001 with California High-Speed Rail Authority in order to assist in its design and development of the California High Speed Rail Project for a term of three years and at no cost Submitted by Chief Operating Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 011-196

WHEREAS California High Speed Rail Authority (CHSRA) desires to engage in a Cocentidentiality Agreement with the Los Angeles Department of Water and Power (LADWP) to maintain proprietary matters confidential for security purposes and

WHEREAS LADWP and CHSRA recognize that utility infrastructure information must remain confidential for security purposes and

WHEREAS CHSRA needs to review the confidential information ofLADWP to design and develop the California High-Speed Train Project The expiration will be three years from the date ofapproval

NOW THEREFORE BE IT RESOLVED that the Confidentiality Agreement DWP No BP 11-001 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and High Speed Rail Authority be and the same is hereby approved and

BE IT FURTHER RESOLVED that the President or the Vice President of the Board or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized and directed to execute the Agreement for and on behalf of LAD WP

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 21- Authorizes execution ofAmended Memorandum of Understanding on Imperial Valley Geothermal Feasibility and Exploration LADWP No BP 09-025A with the Imperial Irrigation District Southern California Public Power Authority and the Cities of Burbank Glendale Colton and Pasadena The amendment will change a number of provisions in the MOU including adding 160 acres ofLADWP owned property LADWP expenditures will not exceed $18 million and the term is for six years from 2011 to 2016 Submitted by ChiefOperating Officer and Senior Assistant General Manager - Power System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 35

RESOLUTION NO 011-197

WHEREAS the original Memorandum ofUnderstanding (MOU) of Imperial Valley Feasibility and Exploration LADWP No BP 09-025 among the Los Angeles Department of Water and Power (LADWP) Imperial Irrigation District (lID) Cities of Burbank Glendale Colton Pasadena and the Southern California Public Power Authority (SCPPA) was approved by this Board ofWater and Power Commissioners (Board) on September 1 2009 under Resolution No 010-081 and

WHEREAS the Board conditionally approved Geothermal Lease Agreement No1 LADWP No BP 09-028 on September 15 2009 under Resolution No 010-100 upon the prerequisite that LADWP add its procurement policies and procedures to the original MOU and

WHEREAS the lID Board concurrently requested an amendment to the original MOU to incorporate an Exploration Structure Due Diligence Effort as a precondition to its approval of the MOU and

WHEREAS the parties of the original MOU renegotiated the terms and conditions to include an additional 160 acres ofreal property owned by LADWP LADWPs procurement policies and procedures and incorporate a preliminary assessment identified as the Exploration Structure Due Diligence Effort

NOW THEREFORE BE IT RESOLVED that the Amended MOU on Imperial Valley Feasibility and Exploration LADWP No BP 09-025A among LADWP lID Cities of Burbank Glendale Colton Pasadena and SCPP A 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 General Manager or Acting General Manager or such person that the General Manager or Acting General Manager shall designate in writing is hereby authorized and directed to execute the Amended MOU for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the funding for the Imperial Valley Feasibility and Exploration project previously approved by this Board on September 1 2009 under Resolution No 010-081 shall remain in effect subject to the reapportionment identified within the Amended MOU (LADWP No BP09-025A) and related appendices

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person that the General Manager or Acting General Manager designates in writing is hereby authorized to perform all duties and obligations as project manager set forth in the Amended MOU

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising from or related to exploration costs and manage any payment offset or credits for any applicable annual rental payments in accordance with the terms and conditions ofthe Amended MOU on Imperial Valley Feasibility and Exploration (LADWP No BP 09-025A)

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 36

ITEM NO 26 - Authorizes LADWPs General Manager to Execute Amendment No 10 Lease PRC 80799 with the California State Lands Commission allowing LADWP to implement gravel cover as Best Available Control Measures on 203 square miles of area on Owens Lake Total costs estimated to be $165473750 and term is December 102010 to May 1 2019 Submitted by Chief Operating Officer and Senior Assistant General Manager shyWater System

RESOLUTION NO 011-198

WHEREAS the Los Angeles Department of Water and Power (LADWP) as part of construction and implementation of the Owens Lake Dust Mitigation Program (OLDMP) has implemented dust mitigation measures and constructed facilities on portions of Owens Lake on sections of State land under the jurisdiction of the California State Lands Commission (CSLC) and

WHEREAS OLDMP activities have been allowed among other authorizations under Lease PRC 80799 and its nine amendments with CSLC and

WHEREAS LADWP is required by the Great Basin Unified Air Pollution Control District (GBUAPCD) to implement OLDMP Phase 8 gravel cover as Best Available Control Measures by November 6 2012 on certain sections of State land under the jurisdiction of CSLC and

WHEREAS on December 102010 CSLC approved Lease PRC 80799 Amendment No 10 that incorporates activities of the OLDMP Phase 8 into Lease PRC 80799 and

WHEREAS CSLC has sent Lease PRC 80799 Amendment No 10 for execution by the General Manager ofLADWP and

WHEREAS the cost of complying with the lease conditions such as purchase of Carbon OffsetslRenewable Energy Public Trust Value mitigation and Attorneys Fees commitment in Lease PRC 80799 Amendment No10 require the City of Los Angeles Board of Water and Power Commissioners approval and

WHEREAS the cost of complying with the lease conditions is estimated to be $165473750 and

WHEREAS Lease PRC 80799 and the first eight amendments duration is for 20 years and covers LADWPs various dust control measures operations and activities from May 1 1999 to May 12019 and

WHEREAS Lease PRC 80799 Amendment No 9s duration is for three years from June 28 2010 or until such time as a Master Plan for Owens Lake is approved by the CSLC and covers LADWPs tillage dust control measures operations and activities and

WHEREAS Lease PRC 80799 Amendment No 10s duration is from December 102010 to May 12019 and

NOW THEREFORE BE IT RESOLVED that Lease PRC 80799 Amendment No1 0 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between the Department of Water and Power of the City of Los Angeles and the California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratify and execute said lease amendment for and on behalf of the LADWP

Approval moved by Commissioner Parfrey

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 37

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey

Noes None

ITEM NO 38 - A written recommendation was received from the Chief Operating Officer and Interim Chief Financial Officer approved by the General Manager recommending the adoption of a resolution approved as to form and legality by the City Attorney authorizing execution ofAgreement No47002 with P A Consulting Group Inc to analyze and assist the Los Angeles Department ofWater and Power to develop a revenue requirement and rate structure

This item was withdrawn

ITEM NO 43 - Adopts an ordinance by the Council of the City ofLos Angeles transferring surplus money from the Power Revenue Fund to the City Reserve Fund during the 20102011 fiscal year the sum of$258815000 Council approval by ordinance is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 011-199

BE IT RESOLVED

1 That the Charter provides that this Board may after the close ofa fiscal year consent to a transfer of surplus money from the Power Revenue Fund to the Reserve Fund of the City based on audited financial data and

2 That this Board finds and determines after first considering and subject to all covenants made by the Department with respect to transfers from the Power Revenue Fund that there is surplus money in the Power Revenue Fund as of the close of fiscal year 200911 0 and consents to the transfer of $258815000 of said surplus money to the Reserve Fund of the City during fiscal year 201011 and pursuant to the terms ofthis resolution and

3 That this Board does further consent that the Council ofThe City ofLos Angeles adopt an ordinance in words and figures substantially as follows to wit

ORDINANCE NO

An ordinance directing the transfer of surplus money from the Power Revenue Fund of the Department of Water and Power to the Reserve Fund ofThe City of Los Angeles during Fiscal Year 20 WIll

THE PEOPLE OF THE CITY OF LOS ANGELES DO ORDAIN AS FOLLOWS

Section 1 Subject to audited fmancial data for fiscal year ended 200910 and all covenants made by the Department of Water and Power (Department) with respect to transfers from the Power Revenue Fund and subject to there having been and only to the extent that there was surplus money in the Power Revenue Fund at the close of the 200910 fiscal year and subject to the declaration ofconsent adopted by the Board of Water and Power Commissioners it is hereby directed that $258815000 be transferred from the Power Revenue Fund of the Department to the Reserve Fund of the City during the 201011 fiscal year

Section 2 The City Clerk shall certify to the passage of this ordinance and have it published in accordance with Council policy either in a daily newspaper circulated in the City of Los Angeles or by posting for ten days in three public places in the City ofLos Angeles one copy on the bulletin board located in the Main Street entrance to the Los Angeles City Hall

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 38

one copy on the bulletin board located at the Main Street entrance to the Los Angeles City Hall East and one copy on the bulletin board located at the Temple Street entrance to the Los Angeles County Hall ofRecords

BE IT FURTHER RESOLVED that after the adoption of an ordinance as set forth in (3) above the Chief Accounting Employee of this Department is directed upon certification by the General Manager to cause to be transferred $129407000 within 10 days after the effective date of the ordinance in one lump sum payment from the Power Revenue Fund of the Department to the Reserve Fund ofthe City and to cause to be transferred the remaining amount in equal monthly installment payments from the Power Revenue Fund of the Department to the Reserve Fund of the City so that by June 30 2011 $258815000 has been paid Such transfers shall be made only after the City has paid the Power Revenue Fund all monthly charges for power services for which the City was billed by the Department

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 44 - Authorizes execution ofAgreement No WR 10-1030 with the Los Angeles Department ofPublic Works Bureau of Sanitation and West Basin Municipal Water District for Recycled Water Services to the Los Angeles Harbor Area for the design construction and operation of the facilities needed to produce and convey 9300 acre-feet per year of recycled water to LADWPs large industrial and irrigation customers LADWP will fund up to $111979472 for new and existing capital improvements and the initial term ofthirty years which may be extended in increments often years Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-200

WHEREAS one of the primary goals of the Los Angeles Department ofWater and Power (LADWP) is to ensure that the City of Los Angeles (City) has a reliable water supply and

WHEREAS in response to the Citys potable water supply challenges LADWP in 2008 prepared the Water Supply Action Plan titled Securing LAs Water Supply that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

WHEREAS LADWP entered into a 25-year agreement (adopted by the Board under Resolution No 91-0344) with the Los Angeles Department ofPublic Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) on June 3 1991 which allows WBMWD to purchase secondary effluent from the PW BOS Hyperion Treatment Plant (HTP) and in exchange LADWP is allowed to purchase 25000 AFY of tertiary treated Title 22 recycled water from WBMWD at an amount no greater than WBMWDs actual cost to produce and reconvey the recycled water back to LADWP and

WHEREAS WBMWD owns and operates the Juanita Millender-McDonald Carson Regional Water Recycling Plant (CRWRP) located in the City of Carson just north of the LADWP service area and

WHEREAS the Harbor Refineries Recycled Water Pipeline Project currently being constructed will provide the delivery method for recycled water in the Los Angeles Harbor Area to large industrial and irrigation customers and will include a point-of-connection at the Los Angeles City boundary with the City of Carson and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 39

WHEREAS to accomplish delivery of nitrified Title 22 recycled water to Los Angeles Harbor Area customers new treatment facilities need to be constructed at the CRWRP including expansion of the nitrification treatment facilities at the CRWRP as well as the construction of a pipeline in the City of Carson to a point-of-connection at the boundary to the City of Los Angeles and

WHEREAS PWBOS agrees to supply secondary effluent from the HTP to WBMWD and LADWP agrees to purchase tertiary treated disinfected nitrified Title 22 recycled water from WBMWDand

WHEREAS WBMWD has agreed to provide a reliable source of nitrified Title 22 recycled water to the Los Angeles Harbor Area and

WHEREAS the facilities being built by WBMWD and the dedicated current facilities owned by WBMWD to assist LADWP with supplying recycled water will benefit the citizens of Los Angeles for 30 years

NOW THEREFORE BE IT RESOLVED that the proposed Agreement approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP PWBOS and WBMWD be and the same is hereby approved and

BE IT FURTHER RESOLVED that the ChiefAccounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of the obligations arising under this Agreement

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Agreement No WR 10-1030 for and on behalf of LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee will recognize the funds paid to WBMWD to construct to expand and to dedicate WBMWDs assets so as to have the ability to serve LADWP shall be accounted for as a regulatory asset of the Water System that will be amortized over the life of the project which is 30 years

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 45 - Authorizes execution ofAmendment No 1 to Agreement with Los Angeles Public Works Bureau of Sanitation and West Basin Municipal Water District (Resolution No 91-0344) This Amendment supports the City of Los Angeles commitment to maximize the reuse ofwastewater effluent for beneficial reuse The term remain the same Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-201

WHEREAS in response to the City of Los Angeles (City) potable water supply challenges LADWP in 2008 prepared Securing LAs Water Supply a water supply action plan that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 40

WHEREAS LADWP has identified the potential for significant amounts of recycled water usage for industrial purposes in the Los Angeles Harbor Area (Harbor Area) and

WHEREAS there is an existing agreement adopted by the Board under Resolution No 91-0344 (Agreement) among and between LADWP the Los Angeles Department of Public Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) that allows for the conveyance ofsecondary effluent produced at the PWBOS Hyperion Wastewater Treatment Plant (HTP) to the WBMWD Edward C Little Water Recycling Plant (ECL) in EI Segundo California for tertiary treatment and subsequent beneficial reuse and

WHEREAS to provide recycled water to the Harbor Area and to adjacent areas Amendment No 1 to Agreement (Amendment) is necessary to increase WBMWDs secondary effluent wastewater conveyance capability by expanding their existing pump station located at the HTP to a planned ultimate capacity of 70 million gallons per day (MGD) to convey secondary effluent from HTP to ECL and

WHEREAS the PWBOS has the resources and technical expertise to perform wastewater source control pollution prevention and the public outreach activities necessary to comply with all required recycled water regulatory requirements imposed by the State of California Department of Public Health and California Regional Water Quality Control Board and

WHEREAS designating PWBOS as the responsible agency to perform source control will ensure compliance with National Pollution Discharge Elimination Systems permit requirements for which PWBOS will be reimbursed by WBMWD

NOW THEREFORE BE IT RESOLVED that the proposed Amendment approved as to form and legality by the City Attorney and filed with the Secretary of the Board to increase secondary effluent wastewater conveyance and to designate PWBOS as the agency responsible for wastewater source control is hereby approved

BE IT FURTHER RESOLVED that the President or Vice President of this Board the General Manager or such person as the General Manager shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of the Board are hereby authorized empowered and directed to execute said Amendment for and on behalfof LADWP

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 46 - A written recommendation was received from the Personnel Relations Committee that the Board approve their report relative to Grievance No B-074-09 filed by Mr James R Cole

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 41

The following items were presented by the Secretary and ordered filed

ITEM NO 47-A - A report from the Interim Chief Financial Officer showing receipts disbursements and cash balances of the Water and Power Revenue Funds for the month ending December 312010 as follows

REVENUE FUNDS (in thousands)

WATER POWER Beginning Balance December 1 2010 $ 281806 $ 688330

ADD Customer Collections 110560 297326 DWP Interfund Transfers 89106 29923 IPP Subordinated Notes 11343 Other City Departments 6040

Total Receipts $ 199931 $ 344632

LESS Payments to Vendors 62276 237418 Bond Redemption and Interest 57863 124941 Payrolls 23817 52513 SewerlUtility Taxes 38316 49427 DWP Interfund Transfers 36036 42291 Other City Departments 8377 Total Disbursements $ 218321 j 514~967

Ending Balance December 31 2010 $ 263416 $ 517995

ITEM NO 47-B - Monthly report ofactivities for the following units

bull Water System (December 2010)

bull Power System (November 2010)

bull Financial Services Organization (November 2010IDecember 2010)

ITEM NO 47-C - Reports for informational purposes

bull Quarterly Status Report on Water Quality Regulatory Compliance Projects

bull Investment Report Quarter Ending September 30 2010

bull Legislative and Regulatory Update

THE BOARD shall recess to closed session for a conference with legal counsel regarding

A Existing litigation in the following matter

1 Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

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REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 42

2 City of Los Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

B Anticipated litigation in the following matters

1 Discussion regarding initiation of litigation (1 case) pursuant to Subdivision (c) of Section 549569 of the California Government Code

2 Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

MEETING RECESSED at 1240 pm

MEETING RECONVENED at 1250 pm

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 lO22 AM Page 43

Los Angeles California February 12011

MINUTES OF CLOSED SESSION OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

HELD IN ROOM 1555-H FEBRUARY 12011

1250 PM

Meeting called to order by President Thomas S Sayles and roll called

Present Commissioners President Sayles Eric Holoman Christina E Noonan Jonathan Parfrey

Absent None

A quorum present

In attendance were the following

Ronald O Nichols General Manager Martin L Adams Director of Water Operations Oscar Alvarez Electrical Engineer Aram H Benyamin Senior Assistant General Manager - Power System Joseph Brajevich Assistant General Counsel Water and Power Dirk Broersma Assistant City Attorney Richard M Brown General Counsel Water and Power Priscila Castillo Deputy City Attorney Michael A Coia Executive Director ofPower System Operations and Maintenance Lonnie Eldridge Deputy City Attorney James B McDaniel Senior Assistant General Manager - Water System Lorraine Paskett Senior Assistant General Manager - Sustainability Programs

and External Affairs Ann M Santilli Interim Chief Financial Officer Mark J Sedlacek Director of Environmental Affairs Kenneth Silver Electrical Service Manager Eskel H Solomon Assistant City Attorney Cecilia KT Weldon Chief Administrative Officer

Also in attendance

David Kim Mayors Office

A CLOSED SESSION was held for a conference with legal counsel regarding

Existing litigation in the following matters

ITEM NO 49 Al Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 44

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$14263507 to Allstate Insurance Company in full and complete settlement ofLADWP Claim Number 1026286

RESOLUTION NO 011-202

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Power Revenue Fund in the sum of $14263507 to be paid in the form ofa draft to Allstate Insurance Company Said payment is in full compromise and complete settlement ofLADWP Claim Number 1026286 which arose out of fire damage to personal and real property at 4333 Griffin Avenue Los Angeles California on September 25 2009 The City Attorney is hereby authorized to deliver said draft to Allstate Insurance Company andor the Law Office of Cuibreth amp Schroeder LLR upon receipt of a properly executed Full Release of All Claims and Request for Dismissal

Seconded by President Sayles and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Anticipated litigation in the following matter

ITEM NO 49 B2 (1st case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$5935695 to Landmark Property Management Group LLC in full compromise and complete settlement ofLADWP Claim Number 1027520

RESOLUTION NO 011-203

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $5935695 to be paid as follows a draft in the amount of $5935695 payable to Landmark Property Management Group LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1027520 which arose out of damage done to the structure known as the Santa Fe Loft Apartments at 121 East Sixth Street Los Angeles on August 5 2010 as the result of a Water System water main break The City Attorney is hereby authorized to deliver said draft to Landmark Property Management Group LLC upon receipt ofa properly executed Full Release of All Claims and Request for Dismissal

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 45

Anticipated litigation in the following matter

ITEM NO 49 B2 (20d case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(l) of Section 549569 of the California Government Code

Discussion held action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$8000000 to National Subrogation Services in full compromise and complete settlement ofLADWP Claim Number 1025898-19

RESOLUTION NO 011-204

BE IT RESOLVED by the Board ofWater and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $8000000 to be paid as follows a draft in the amount of $8000000 payable to National Subrogation Services LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1025898-19 which arose out of damage to the business known as Canyon Beachwear located at 13035 Ventura Boulevard Studio City on September 52009 The City Attorney is hereby authorized to deliver said draft to National Subrogation Services LLC upon receipt of a properly executed Full Release ofAll Claims and Request for Dismissal

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Existing litigation in the following matter

ITEM NO 49 A2 - City ofLos Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

Discussion held - no action taken

Anticipated litigation in the following matter

ITEM NO 49 B2 (3rd case) - Discussion regarding significant exposure to litigation (3 caSes) pursuant to Subdivision (b )(1) of Section 549569 of the California Government Code

Discussion held - action taken but not a final action that was reportable

Anticipated litigation in the following matter

ITEM NO 49 Bl- Discussion regarding initiation oflitigation (l case) pursuant to subdivision (c) of Section 549569 of the California Government Code

Discussion held - no action taken

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REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 46

COMMISSIONER NOONAN moved the meeting be adjourned

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Meeting adjourned at 1 30 pm

An announcement was made in the Board Room regarding adoption ofthree resolutions one pertaining to the settlement of Los Angeles Superior Court Case Number BC448561 and two pertaining to the settlement ofLADWP Claim Number 1027520 and LADWP Claim Number 1025898-19

SIGNED

~AtrufL~~ SECRETARY

ATTEST

vs~ PRES~T

Page 11: Los Angeles, California, February 1,2011 WATER AND POWER

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 11

WHEREAS the City Council disapproved the Boards action on September 152009 under Resolution No 010-100 authorizing the execution of a 35-year Geothermal Lease Agreement with the Southern California Public Power Authority (SCPP A) as referenced in Council File No 09-2517 because the City Administrative Office recommended a Fiscal Review and Assessment Summary of the cost analysis and potential impacts of the project and

WHEREAS LADWP resubmits Geothermal Lease Agreement No1 LADWP No BP 10-010 between LADWP and SCPPA for consideration with the modifications proposed by the Board and City Council and two additional changes including an increase acreage from 2960 acres to 3110 acres and further clarification ofsection 23

NOW THEREFORE BE IT RESOLVED that Geothermal Lease Agreement No1 LADWP Agreement No BP 10-010 approved as to form and legality by the City Attorney and filed with the Secretary of the Board is hereby approved subject to City Council approval

BE IT FURTHER RESOLVED that Resolution No 010-100 adopted by the Board on September 152009 providing for the conditional approval oflease agreement between LADWP and SCPPA LADWP No BP 09-028 for feasibility exploration and potential development ofLADWP-owned property is hereby rescinded

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person as the General Manager or Acting General Manager shall designate in writing is authorized empowered and directed to execute said Geothermal Lease Agreement No1 for and on behalfofLADWP

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person as the General Manager or Acting General Manager shall designate in writing is authorized empowered and directed to execute all necessary exhibits related to Geothermal Lease Agreement No1 as the case may be for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the ChiefAccounting Employee is authorized and directed upon proper certification to accept all revenue generated from Geothermal Lease Agreement No1 and to calculate and record any offsets or credits against such revenue which directly arises from any obligations owed by LADWP in connection with or related to said agreement

ITEM NO 23 - Authorizes the Revision to the Green Book Section 1B2aii Technical Appendix by including the Table 1B2-2 dated June 22 2010 Revision to the list ofwells exempted from linkage to vegetation sites and that are not subject to the automatic well turnshyoffprovisions of the Water Agreement Submitted by ChiefOperating Officer and Senior Assistant General Manager Water System

RESOLUTION NO 011-181

WHEREAS the Los Angeles Department ofWater and Power (LADWP) is a party to the Agreement between the County of Inyo and the City of Los Angeles and its Department of Water and Power on a Long Term Groundwater Management Plan for Owens Valley and nyo County (Water Agreement) and

WHEREAS the technical appendix to the Water Agreement is known as the Green Book and

WHEREAS the Water Agreement and Green Book include provisions for the automatic turnshyoff of groundwater production wells for the protection ofgroundwater dependent vegetation and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 12

WHEREAS the Inyo CountylLos Angeles Technical Group is empowered by the Water Agreement to exempt certain town supply wells irrigation supply wells fish hatchery wells enhancementmitigation project supply wells and other wells not affecting areas with groundwater dependent vegetation as exempt from the automatic turn-off provisions of the Water Agreement and Green Book and

WHEREAS from time to time since the Water Agreement was signed the Inyo County Los Angeles Technical Group has exercised its authority to exempt wells for the aforementioned reasons and

WHEREAS the list of exempt wells currently included in Green Book Section IB2aii does not accurately reflect all of the wells exempted by the Inyo CountylLos Angeles Technical Group and

WHEREAS for the purpose of revising the list of exempt wells in Green Book Section LB2aii the Inyo CountylLos Angeles Technical Group has prepared the attached Table IB2-2 dated June 22 2010 which accurately reflects the current listing of wells permanently exempted by the Technical Group from the automatic turn-off provision of the Water Agreement and

WHEREAS Section XXV ofthe Water Agreement requires the agreement ofLADWP and the Inyo County Board of Supervisors in order to modify the Green Book

NOW THEREFORE BE IT RESOLVED that the Board ofWater and Power Commissioners agrees to modify the Green Book by including the attached Table IB2-2 dated June 22 2010 in Green Book Section LB2aii

BE IT FURTHER RESOLVED a statement affirming that a complete listing of exempt wells is contained in the June 22 2010 Table IB2-2 will be added to Green Book Section LB2aii

ITEM NO 24 - Authorizes submission of Grant Application to the United States Department of the Interior Bureau ofReclamations WaterSMART Water and Energy Efficiency Grants for Fiscal Year 2011 The application is $1000000 for the CommerciallIndustrial Drought Resistant Landscape Incentive Program Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-182

WHEREAS the United States Department of the Interior Bureau of Reclamation (BOR) has approximately $27 million in funding available for the WaterSMART Water and Energy Efficiency Grants for Fiscal Year 2011 which assists irrigation and water districts United States Territories States in the West and other local entities with water delivery authority in leveraging their money and resources by cost sharing with BOR on projects that save water improve energy efficiency address endangered species and other environmental issues and facilitate transfers to new uses and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Commercial Industrial Landscape Drought Resistant Landscape Incentive Program (CI Landscape Program) conserves water by providing incentives to commercial industrial and multi-family customers to replace turf with California-friendly drought-resistant plants and low-volume irrigation and

WHEREAS CI Landscape Program contributes to a sustainable water supply for Los Angeles and

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REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 13

WHEREAS by reducing the amount of replacement water imported from other sources including the Sacramento-San Joaquin Delta the CI Landscape Program reduces the amount of energy used to convey water to users in Los Angeles

WHEREAS the CI Landscape Program has converted 1868119 square feet of turf saving 46535174 gallons ofwater (14281 AF) per year to date

WHEREAS LADWP desires to apply for grant funding in order to expand the CI Landscape Program as detailed in the funding plan and schedule in the application and

WHEREAS the BOR requires approval ofan agencys governing body for each grant funding application

NOW THEREFORE BE IT RESOLVED that an application be made to the BOR for a Water and Energy Efficiency Grant The LADWP is hereby authorized to enter into an agreement to receive a grant for the Project

BE IT FURTHER RESOLVED that the Board of Water and Power Commissioners designates the Senior Assistant General Manager - Water System or his designee (registered engineers) to prepare all necessary data file such application and enter into a grant funding agreement with the BOR and hereby authorizes the Director of Water Resources or his designee (registered engineers) to approve Claims for Reimbursement and to sign performance reports required by a grant funding agreement

ITEM NO 25 - Authorizes LADWPs General Manager to Execute Agreement No R 04310 with the California State Lands Commission (CSLC) allowing LADWP to reimburse reasonable costs incurred by CSLC for application processing and enviromnental documentation associated with the preparation ofa Master Plan for the Owens Lakebed Total costs to LADWP is estimated to be $1003084 with a term of three years Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-183

WHEREAS in March 2010 the Los Angeles Department ofWater and Power (LADWP) initiated a broad collaborative project with diverse interest groups to develop a Master Plan for the Owens Lakebed and

WHEREAS the Master Plan will focus on dust mitigation water efficiency methods habitat and wildlife and potential renewable energy development and

WHEREAS LADWP as part of construction of the Owens Lake Dust Mitigation Program has implemented dust mitigation measures and constructed facilities on certain portions of Owens Lakebed on sections of State land under the jurisdiction of the California State Lands Commission (CSLC) and

WHEREAS CSLC who owns over ninety percent of the Owens Lakebed is a key interest group participating in the development of the Master Plan and has approval authority over the plan and

WHEREAS under Agreement No R 04310 between CSLC and LADWP CSLC has estimated the total cost in processing the application and preparation of enviromnental documents for the Master Plan to be $835903 and the duration is from April 12010 through March 30 2013 with CSLCs cost of construction compliance and mitigation monitoring to be determined as the project progresses and

WHEREAS LADWP is requesting a 20-percent contingency fund to cover the anticipated construction compliance and mitigation monitoring costs bringing the total authorized fund to $1003084 and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 14

WHEREAS Agreement No R 04310 would allow LADWP to reimburse reasonable costs incurred by CSLC for application processing environmental documentation and construction compliance and mitigation monitoring associated with the preparation ofa Master Plan for Owens Lakebed

NOW THEREFORE BE IT RESOLVED that Agreement No R 04310 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between the Department of Water and Power of the City ofLos Angeles and California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of costs of the California State Lands Commission as stipulated under Agreement No R 04310 up to the total amount of $1003084 and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratifY and execute said Agreement No R 043101 for and on behalf of the LADWP

ITEM NO 27 - Authorizes execution of Memorandum ofAgreement with the Los Angeles Department ofPublic Works Bureau of Sanitation the Los Angeles Department ofPublic Works Bureau of Street Services and The River Project to develop and construct the Woodman Avenue Multi-Beneficial Stormwater Capture Project The total project cost estimate is $3396750 ofwhich LADWP is contributing $1200000 for project funding and $150000 for Grant administration Construction completion is scheduled for November 2012 Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-184

WHEREAS the City ofLos Angeles (City) possesses the right to the surface waters of the Los Angeles River its tributaries and the native groundwater ofthe San Fernando Basin in accordance with the California Superior Courts Judgment dated January 26 1979 in The City oLos Angeles vs City oSan Fernando et al Case No 650079 and

WHEREAS local groundwater has historically comprised approximately 15 percent of the Citys water supply which is partially dependent upon replenishment from stormwater flows and

WHEREAS LADWP desires to optimize the use oflocal water resources including stormwater and groundwater to reduce the Citys dependence on imported water supplies and

WHEREAS LADWP is committed to pursuing opportunities to maximize groundwater recharge to sustain and augment the long-term reliability of the Citys groundwater supply in the San Fernando Basin and

WHEREAS LABOS is a bureau of the municipally owned Los Angeles Department ofPublic Works responsible for collecting cleaning and recycling solid and liquid waste including stormwater and urban runoff and

WHEREAS LABSS is a bureau of the municipally owned Los Angeles Department ofPublic Works responsible for street and alley construction and maintenance and

WHEREAS TRP is a non-profit 501(c)(3) organization dedicated to watershed protection conservation and enhancement in Los Angeles County TRP authored the TujungaJPacoima Watershed Plan and has extensive experience studying the Tujunga Watershed and its comprehensive environments and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 15

WHEREAS LADWP LABOS and TRP are committed to pursuing opportunities to enhance water conservation stormwater capture improve water quality and increase open space and

WHEREAS LADWP LABOS and TRP have jointly identified Woodman Avenue located in the San Fernando Valley as a unique opportunity to capture treat and infiltrate a significant volume ofstormwater runoff on an annual basis and

WHEREAS LADWP LABOS LABSS and TRP wish to enter into the proposed Memorandum of Agreement (MOA) to develop and construct the Woodman Avenue Multishybeneficial Stormwater Capture Project (Project) and

WHEREAS the Project will result in the capture treatment and infiltration ofan estimated 80 acre-feet of stormwater per year and

WHEREAS the estimated Project costs are $3396750 and

WHEREAS LADWP in partnership with LABOS and TRP was awarded $1646750 by the 2008 CALFED Watershed Grant Program for the Project and

WHEREAS LABOS has agreed to fund the project management engineering design and construction management of up to a maximum of $400000 and

WHEREAS LADWP has agreed to provide up to $1200000 for construction and $150000 for staff support and

NOW THEREFORE BE IT RESOLVED that the proposed MOA between and among LADWP LABOS LABSS and The River Project (TRP) for the Woodman Avenue Multishybeneficial Stormwater Capture Project (Project) approved as to form and legality by the City Attorney and filed with the Secretary of the Board be and the same is hereby approved and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in the amount of $1 200000 for the construction work proposed under this MOA that has been budgeted under Fiscal Year 2011-12

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Memorandum of Agreement for and on behalf of LADWP

ITEM NO 28 - Adopts the Initial Study and Mitigated Negative Declaration for the Woodman Avenue Multi-Beneficial Stormwater Capture Pilot Project approving the Project and authorizing its construction The cost ofthis project is estimated to be $3396750 with an estimated duration of four years Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-185

WHEREAS the City ofLos Angeles Department of Water and Powers (LADWP) Watershed Management Group and the City of Los Angeles Bureau of Sanitations (LABOS) Watershed Protection Division in partnership with the non-profit group The River Project have identified Woodman Avenue located in the San Fernando Valley as a unique opportunity to capture treat and infiltrate a significant volume of stormwater runoff on an annual basis and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 16

WHEREAS LADWP proposes to implement the Woodman Avenue Multi-Beneficial Stonnwater Capture Pilot Project (Project) to help recharge the groundwater table improve water quality and alleviate local flooding along the 7700 block ofWoodman Avenue and

WHEREAS LADWP prepared an Initial StudylNegative Declaration (ISIMND) for the proposed Project and circulated this document for public review from December l3 2010 to January 142011 and

WHEREAS a Notice of Intent to Adopt an MND was published in the Los Angeles Times and mailed to interested persons and agencies

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners of the City ofLos Angeles (Board) recognizes that a study was made ofthe potential environmental effects of the proposed Project including its construction and operation This study is embodied in the ISMND on file with the Secretary of this Board and is incorporated in this Resolution and made a part hereof

BE IT FURTHER RESOLVED that the Board recognizes the ISMND identifies the following impacts that are potentially significant unless mitigation is incorporated and proposes the following mitigation measures and a program for implementation and monitoring

Potential Mitigation Recommended Mitigation PeriodMethod Implementation Impact Measure of Implementation Monitor

No

Cultural Resources I Itispossibletl1at CUL-I Should archaeological or paleontological During constructio Project

subsurface resources be encountered during earth- Construction archaeological or moving activities (Le grading and Manager will be paleontological resource excavation) a qualified archaeologist ando responsible for may be present within paleontologist shall be retained and shall implementation the project area implement procedures for temporarily andLADWP

halting or redirecting work to permit the Environmental sampling identification and evaluation of Services will the resources as appropriate Ifthe provide resources are found to be significant the compliance archaeologist andor paleontologist shall oversight determine appropriate actions in cooperation with the City of Los Angeles shyfor preservation andor data recovery If human remains are discovered the Los Angeles County Coroner shall be contacted the area of the find shall be protected and provisions of State CEQA Guidelines Section 150645 shall be followed

Hazards and Hazardous Materials Temporary lane closures HAZ-I A Traffic Control Plan will be prepared and Prior to and during Project and other public right-of will include notification ofsurrounding construction Construction way construction emergency service providers including the Manager will be activities could impair adjacent Kaiser Permanente Medical Center responsible for implementation of or As part of the plan emergency service implementation physically interfere with providers will be notified prior to andLADWP an adopted emergency construction and provided information Environmental response plan regarding lane closures construction Services will

schedule driveway blockages etc A plan t( provide maintain or accommodate essential compliance emergency access routes eg plating over oversight excavations use of detours etc will be developed and implemented

Noise Constructive activity NOI-l Project specifications shall restrict Prior to and during Project could result in temporaI) construction to normal work days and hours construction Construction exposure of persons to (as per LAMC Section 4110) and shall Manager will be excessive noise and require the construction contractor to responsible for vibration develop and implement a Noise Mitigation implementation

Plan to include the use ofmuftlers shields andLADWP sound barriers andor other noise reduction Environmental devices or techniques as feasible during Services will operation ofconstruction equipment Two provide weeks prior to the onset of construction compliance

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REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Pagel7

of construction notification of the location timing and duration of the proposed construction shall be provided to adjacent residents and businesses (within a V mile radius from the project site) and Kaiser Permanente Panorama City

oversight

Transportation and Traffic Temporary lane closures TR-l and other public right-of way construction activities could affect vehicle traffic and other modes of transportation beyond acceptable levels

A Traffic Control Plan will be prepared and approved by the City prior to the beginning ofconstruction Emergency service providers (fire police and ambulance) and Kaiser Pemlanente Panorama City shall be notified prior to construction to communicate information regarding lane closures construction schedule driveway blockages etc and to develop a plan to maintain or accommodate essential emergency and patient access routes eg plating over excavations use of detours effect on existing bus stop etc

Prior to construction

Project Construction Manager will be responsible for implementation andLADWP Environmental Services will provide compliance oversight

BE IT FURTHER RESOLVED that this Board further fmds that with the implementation of the above mitigation measures potential impacts to cultural resources hazards and hazardous materials noise and transportation and traffic will be less than significant

BE IT FURTHER RESOLVED that this Board certifies that the ISIMND has been prepared in compliance with California Environmental Quality Act that it has reviewed and considered the information contained in the ISIMND and that the ISIMND reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board finds on the basis of the whole record before it including the IS that there is no substantial evidence that the Project will have a significant effect on the environment

BE ITFURTHER RESOLVED that this Board adopts the ISIMND and approves the Project

BE IT FURTHER RESOLVED that LADWP shall file a Notice ofDetermination with the Los Angeles City Clerk and the Los Angeles County Clerk within five working days after deciding to approve the Project

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of tIe record of proceedings for this project

ITEM NO 29 - Approves Addendum No 1 to the Mitigated Negative Declaration for the Geotechnical Investigation for the North Haiwee Dam No2 Project Further a Notice of Determination is authorized to be filed with the Inyo County Clerk Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-186

WHEREAS LADWP proposes to implement the Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS LADWP prepared an Initial StudylMitigated Negative Declaration (ISIMND SCH 2003091085) for a similar project at the same location in April 2004 titled Geotechnical Investigations at North Haiwee Dam Project and

WHEREAS the City of Los Angeles Board of Water and Power Commissioners (Board) adopted the ISIMND and approved the implementation of the Geotechnical Investigations at North Haiwee Dam Project on July 6 2004 and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 18

WHEREAS an Addendum which addresses the proposed modifications to the previously adopted ISIMND has been prepared titled Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS CEQA Guideline section 15164(b) allows a lead agency to prepare an addendum to an MND as follows

An addendum to an adopted negative declaration may be prepared ifonly minor technical changes or additions are necessary or none of the conditions described in Section 15162 calling for the preparation of a subsequent EIR or negative declaration have occurred

WHEREAS CEQA Guideline section15162 requires a subsequent negative declaration under the following circumstances

(a) When an EIR has been certified or a negative declaration adopted for a project no subsequent ErR shall be prepared for that project unless the lead agency determines on the basis of substantial evidence in the light of the whole record one or more of the following

(1) Substantial changes are proposed in the project which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects

(2) Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous ErR or Negative Declaration due to the involvement ofnew significant environmental effects or a substantial increase in the severity of previously identified significant effects or

(3) New information of substantial importance which was not known and could not have been known with the exercise ofreasonable diligence at the time the previous ErR was certified as complete or the Negative Declaration was adopted shows any of the following

A) The project will have one or more significant effects not discussed the previous EIR or negative declaration or

B) Significant effects previously examined will be substantially more severe than shown in the previous ErR or

C) Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project but the project proponents decline to adopt the mitigation measure or alternative or

D) Mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce one or more significant effects on the environment but the project proponents decline to adopt the mitigation measure or alternative

NOW THEREFORE BE IT RESOLVED that the City of Los Angeles Board of Water and Power Commissioners (Board) recognizes that a study of the proposed changes to the previously adopted ISIMND was made and the associated environmental effects assessed for the proposed Geotechnical Investigations for the North Haiwee Dam No2 Project This study is embodied in the Addendum on file with the Secretary ofthis Board This Board has reviewed and considered the information contained in such document which is incorporated in this Resolution and made a part hereof

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 19

BE IT FURTHER RESOLVED that this Board makes the following fIndings and determinations with respect to the proposed project

bull An Addendum was prepared which analyzed the potential environmental impacts associated with the construction and operation ofthe proposed project

bull As demonstrated in the environmental analysis of the currently proposed project modifIcations none of the conditions described in CEQA Guideline section 15162 calling for the preparation ofa subsequent EIR or negative declaration have occurred The proposed project modifIcations would not result in any additional signifIcant impacts nor would it increase the severity ofpreviously identifIed signifIcant impacts Therefore it can be concluded that pursuant to CEQA Guideline section 15164(b) the proposed project modifIcations are only minor technical changes or additions and as such an addendum to the 2004 MND for the Geotechnical Investigations at North Haiwee Dam Project may be prepared

Below is the proposed Mitigation Monitoring and Reporting Plan (MMRP) for the proposed Addendum This MMRP includes mitigation measures from the previously approved 2004 ISIMND as well as proposed changes to it in order to enhance its effectiveness Underline denotes a new measure while strikeout indicates a removed measure

Air Quality

bull The project specifIcations shall incorporate the applicable provisions of the Great Basin Valleys Air Pollution Control District Fugitive Dust Rule (Rule 401) provided below

A person shall take reasonable precautions to prevent visible particulate matter from being airborne under normal wind conditions beyond the property from which the emission originates Reasonable precautions include but are not limited to

1 Use where possible of water for control ofdust in trenching and boring operations

2 Application of water on dirt roads material stockpiles

3 Use ofwater chemicals chuting venting or other precautions to prevent particulate matter from being airborne in handling dusty materials to open stockpiles and mobile equipment and

4 Maintenance of roadways in a clean condition

bull The contractor shall discontinue construction activities during fIrst and second-stage smog alerts

Biological Resources

bull To compensate for the permanent loss ofhabitat LADWP will preserve Mohave ground squirrel habitat (Habitat Management Lands) at a 3 1 ratio at a location approved by CDFG Funding for the long-term management ofthe land preserved also is required LADWP and CDFG will negotiate the per-acre cost ofmanaging the lands to be preserved and fee title or conservation easement shall be granted to CDFG or other CDFG-approved non-profIt entity

Alternatively the preservation ofMohave ground squirrel habitat could be accomplished through elimination ofcattle grazing on lands owned by LlDWP in Jnyo County vvithin the geographic range ofMohave ground squirrel andor restomtion ofnative vegetation within the range and in habitat suitable for Mohave ground squirrel on LADWP public or state lands in Jnyo County In either case LADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 20

U~~~fer e title or a cOflservatiofl easemeflt oler the Habitat ManagemeBt Laads to ~rt~rms approved by the CDFG AlteFflatit-ely the traflsfer mad be to

another public entity or not profit corporation appro led by the CDFG d t) approed by the CDFG 1lfrer erms

bull A pre-construction environmental education program shall be conducted for all persons working on the project The education program shall include identification of sensitive biological resources on-site terms and conditions of the Incidental Take Permit and the California Endangered Species Act

bull Impacts to sanicle cyrnopterus shall be avoided where feasible through project redesigIl In particular Trench T 2 contains hve clusters of sanicle cyrnopterus If redesigIl of Trench T 2 to atOid impacts to sanicle cymopterus is not feasible a mitigation plan shall be negotiated with and approed by CDFG

bull Sanicle cymopterus populations near proposed geotechnical testing sites shall be flagged by a qualified biologist prior to testing activities and avoided by project personnel

bull A qualified biological monitor familiar with sanicle cymopterus shall be on-site during testing activities in the vicinity of this species

bull Project boundaries shall be clearly delineated prior to construction Existing roads shall be used to the greatest extent possible All project-related parking and equipment storage shall be confined to previously disturbed areas

bull A qualified biological monitor familiar with Mohave ground squirrel shall be on-site to monitor trenching and boring activities

bull Trash and food items shall be removed from the site daily and disposed ofproperly to avoid attracting ravens a common predator of the Mohave ground squirrel

bull Ramps shall be provided in trenches to allow animals to escape

bull All temporarily affected areas that were previously vegetated shall be restored with native plant species to accelerate recovery

bull During construction and at the completion of construction activities monthly and final compliance reports shall be provided to CDFG documenting the effectiveness of mitigation measures and the level of take associated with the project

bull Water from well-pump testing shall be discharged to the ground in Mohave ground squirrel habitat areas

bull Because project activities will disturb Mohave ground squirrel habitat in a recognized core area for the species land acquisition to compensate for habitat loss should focus on private or BLM disposal lands within the CosoOlancha core area ELM disposal lands west of the North Haiwee Dam (828 acres) are within the CosoOlancha core area and should be considered the top priority mitigation lands If land acquisition is not possible or proves difficult in CosoOlancha core area then land should be acquired in one ofthe following alternative areas (listed in order ofpreference)

1 In the Little Dixie Wash core area Kern County 2 In the corridor connecting the CosoOlancha core area and the Little Dixie Wash

core area 3 Adjacent to the CosoOlancha core area in Inyo County and 4 In the corridor connecting the Little Dixie Wash core area and the Edwards Air

Force Base Core Area in Kern County

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 21

bull An authorized biologist or monitor shall guide project equipment around active ground squirrel burrows to reduce the likelihood of taking individual Mohave ground squirrels and minimize habitat disturbances

bull If a live Mohave ground squirrel is unearthed during project activities the Authorized Biologist shall rescue the squirrel and if it is the squirrels active period release it at least 50 meters from project activities If it is the squirrels dormant period then the biologist should construct an artificial burrow at least 50 meters from project activities and place the squirrel in the artificial burrow

bull Individual Joshua trees shall be avoided to the greatest extent possible Compensation for impacts to Joshua tree woodland shall be negotiated with CDFG prior to groundshydisturbing activities

bull Compensation for impacts to Mohave riparian forest shall be negotiated with CDFG prior to ground-disturbing activities

In addition to ensure that project impacts to other special-status wildlife species and Jurisdictional Waters and Wetlands would be mitigated to less than significant the following additional mitigation measures are recommended

bull Conduct pre-construction protocol surveys for desert tortoise Pre-construction surveys should be conducted no more than 30 days prior to construction operations Standard protocol language includes Protocol surveys for desert tortoise will follow the guidelines for linear projects stipulated in the Pre-Project Field Survey Protocol for Potential Desert Tortoise Habitats (USFWS 2010) As stated in this guideline a 10 meter wide belt that transects with 100 percent coverage would be conducted in all habitats capable of supporting the desert tortoise within the project area Ifneither tortoises nor sign are encountered during the Action Area surveys three additional 10 meter belt transects at 200 meter intervals parallel to the project area will be surveyed Surveys for determination of presence or absence are restricted to the desert tortoises active period which is April through Mayor September through October and at temperatures below 40 degrees Celsius

bull Should a desert tortoise burrow be observed during pre-construction surveys and the end is not visible the burrow should be scoped for tortoise occupancy All unoccupied burrows should be collapsed Should a live desert tortoise be observed during preshyconstruction surveys above- or below ground desert tortoise fencing must be installed around project work areas excluding access roads Tortoise fencing will avoid occupied burrows iffound Fence installation will require two desert tortoise clearance surveys within the exclusion area prior to beginning construction operations Any tortoises found within the exclusion fence the exclusion fence will be re-designed to exclude the tortoise from the project work area No handling of tortoises is permitted

bull A biological monitor is recommended for the duration ofproject construction operations Should a tortoise be observed during construction operations project activities will temporarily cease in the immediate area and allow the tortoise to move on its own accord

bull In accordance with federal and California State Endangered Species Acts the contractor shall immediately report all observations of desert tortoise or any listed species to LADWP Environmental Services and take care not to take or harass the species A LADWP Environmental Service Representative will inform appropriate federal and State resource agency personnel of the sighting

bull Implement pre-construction surveys and construction monitoring to minimize impacts to badger

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 22

bull For any construction activities scheduled to occur during the nesting season (typically February 15 to July 31) pre-construction surveys should be conducted to identify any nesting birds If active nests are identified determine whether proposed activities within 200 feet could cause found nests to fail

Cultural Resources

bull Trenching boring and well locations in areas outside ofpreviously surveyed areas such as T -7 (EDA W 2003b) require a pedestrian archaeological survey and ifapplicable a record search prior to construction activities All activities shall be located to avoid historic and archaeological resources

bull Trenching and boring locations shall be located to avoid known historic or archaeological resources-in particular the historic and cultural resources at Trenches T-4 and T-5 and the geotechnical borings in and around CA-INY-22435703 CA-INYshy4591H HD-CS-OOIH (now CA-INY-6574) HD-CS-005H CA-INY-6575 (formerly HD-CS-002H) CA-INY-6577 and CA-INY-6585 shall be flagged for avoIdance A qualified archaeologist shall be retained to assist with determining acceptable location parameters for these trenches and borings The archaeologist is authorized to delineate the loci of the existing resources at Trenches T -4 and T -5 by use ofsmall-shovel test pits

bull A qualified cultural resources monitor shall be on-site during ground-disturbing activities at the adjusted Trench T-4 and T-510cations and at the borings in and around known cultural resources The cultural resources monitor shall have the authority to halt or redirect construction ifnew significant cultural resources are found

BE IT FURTHER RESOLVED that this Board fmds that with the implementation of the above mitigation measures potential impacts to air quality biological resources and cultural resources will be less than significant

BE IT FURTHER RESOLVED that this Board has reviewed and considered the information as contained in the proposed Addendum and that the Addendum reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board adopts the Addendum requires implementation of the mitigation measures adopts the Mitigation Monitoring and Reporting Plan approves the Geotechnical Investigations for the North Haiwee Dam No2 Project and approves the payment for permit and mitigation costs associated with this project

BE IT FURTHER RESOLVED that LADWP shall file a Notice of Determination with the Inyo County Clerk that finds that this Board has adopted the Addendum for the project that the Board has required implementation of the mitigation measures for the project that the Board has adopted the Mitigation Monitoring and Reporting Plan for the project and that there is no substantial evidence in light of the whole record that the project may have a significant effect on the environment

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of the record of proceedings for this project

ITEM NO 30 - Recommends approval of the Grid Reliability Study dated December 31 2010 that is required per Section 3B3 of the Once-Through-Cooling Policy Upon approval LADWP will fmalize and submit the Study to the State Water Resources Control Board and the Statewide Advisory Committee on Cooling Water Intake Structures Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Power System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 23

RESOLUTION NO 011-187

WHEREAS the Los Angeles Department of Water and Power (LADWP) has an obligation to provide adequate and reliable electricity service to its customers in The City of Los Angeles and

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners approves the Grid Reliability Study (GRS) dated December 31 2010

BE IT FURTHER RESOLVED that LADWP may use this GRS for submission to any agency or entity requiring LADWP to submit a reliability study

ITEM NO 31- Authorizes execution of Amendment No1 to Short Form IRU-12 Lease Agreement (Agreement No FO-500-092007) with Fox Entertainment Group Inc to continue to provide the Indefeasible Right of Use of a certain component of the LADWPs fiber optic network between 10351 Santa Monica Boulevard Los Angeles and Building 101 10201 Pico Boulevard Los Angeles The term ofAgreement is amended to five yeats Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-188

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 subordinate agreement to Optical Fiber Lease Agreement No FO-293-042004 (Master Agreement) between the Department of Water and Power of the City of Los Angeles (LADWP) and Fox Entertainment Group Inc was approved by the General Manager and became effective on January 18 2008 grants to Fox Entertainment Group Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 has an initial term of three (3) years which expired on January 18 2011 and

WHEREAS both the LADWP and Fox Entertainment Group Inc desire to extend the term of Short Form IRU-12 Lease Agreement No FO-500-092007 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No I to Short Form IRU-12 Lease Agreement No FO-500-092007 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Fox Entertainment Group Inc be and the same is hereby approved and ratified

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 the Assistant Secretary or the Acting Secretary ofthe Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 for and on behalfofLADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 24

ITEM NO 32 - Authorizes execution ofAmendment No1 to Short Form IRU-08 Lease Agreement (Agreement No FO-609-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network between One Wilshire 4th Floor MMR or MDF Room 624 South Grand Avenue Los Angeles California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to five years Submitted by ChiefOperating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-189

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-0l2006 (Master Agreement) between the Department ofWater and Power of the City of Los Angeles (LADWP) and Sohonet Inc was authorized by Board Resolution No 010-213 on February 22010 grants Sohonet Inc the Indefeasible Right ofUse ofa certain component ofthe LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 has an initial term of one (1) year which is set to expire on February 16 2011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-08 Lease Agreement No FO-609-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-08 Lease Agreement No FO-609-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 for and on behalfofLADWP

ITEM NO 33 - Authorizes execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement (Agreement No FO-610-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse ofa certain component of the LADWPs fiber optic network between ADS 948 Cahuenga Boulevard Hollywood California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to two years Submitted by Chief Operating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-190

WHEREAS this Short Form IRU-09 Lease Agreement No FO-61O-1212009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-01l2006 (Master Agreement) between the Department of Water and Power ofthe City of Los Angeles (LADWP) and Sohonet Inc was approved by the General Manager and became effective on February 19 2010 grants Sohonet Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 25

WHEREAS this Short Form IRU-09 Lease Agreement No FO-61 0-122009 has an initial term ofone (1) year which is set to expire on February 192011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-09 Lease Agreement No FO-610-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU -09 Lease Agreement No FO-61 0-122009 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 for and on behalfofLADWP

ITEM NO 34 - Authorizes execution ofAmendment No 1 to Purchase Order 49019-1 (New Agreement No 47003) with Phimation Strategy Group for consulting services for change management efforts and training This Amendment increases contract amount by $235750 and extends the contract one year All other contract terms remain the same Submitted by Chief Operating Officer

RESOLUTION NO 011-191

WHEREAS the Los Angeles Department of Water and Power (hereinafter referred to as LADWP) and Phimation Strategy Group (hereinafter referred to as Consultant) entered into a contract wherein Consultant agreed to assist the General Managers Office (GM) to conduct change leadership training and culture change program and

WHEREAS effective September 13 2010 the LADWP and Consultant entered into Purchase Order Agreement No 49019-1 (which together with all amendments and supplements thereto hereinafter shall be referred to as the Agreement) and

WHEREAS the LADWP proposes to execute Amendment No1 to Purchase Order 49019-1 to extend the term through February 122012 and

WHEREAS the LADWP proposes to amend Purchase Order 49019-1 to increase the contract amount from $149000 to $384750 converting the General Manager Award to a Board Award (New Agreement No 47003) and

WHEREAS the amendment is necessary and proper to continue or complete certain activities authorized under the Agreement

NOW THEREFORE BE IT RESOLVED that the LADWP and Consultant agree to amend the Purchase Order Agreement No 49019-1 as follows

Make an administrative change in the Agreement number from 49019-1 to 47003 2 The term ofthe Agreement has been extended through February 122012 3 The total cost ofthe Agreement is increased by $235750 for a maximum expenditure

limit of $384750

1

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 26

4 Add Line Item 002 to read as follows Change Leadership Training and Culture Change Program - Additional Services as described in Service Definition All not-to-exceed $235750

5 Delete and replace terms under Page 2 Service Definition 6 Delete and replace terms described under Pages 2-3 Invoice and Payments 7 Delete terms under Pages 3-4 Itemized Expenses in its entirety 8 Delete and replace terms described under Page 9 Termination

BE IT FURTHER RESOLVED that pursuant to City Charter Section 371 (e)(2) the use of competitive bidding for this agreement is not practicable or advantageous because the work to be performed is of an expert professional temporary and occasional character

BE IT FURTHER RESOLVED the Board finds in accordance with Charter 1022 of the Los Angeles City Charter that the services to be performed under this contract can be more economically and feasibly performed by an independent contractor than by City employees

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under this Agreement and

BE IT FURTHER RESOLVED that the President or 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 of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalfofLADWP

ITEM NO 35 - Awards Amendment No2 to Contract No 969 to Furnish and Deliver Tires and Tubes to TCI Tire Centers LLC for a cooperative purchase with City ofLos Angeles Department of General Services Division Contract No 58289 The amendment will increase the second optional period by $1012595 All other contract tenns shall remain the same Submitted by Chief Operating Officer and Chief Administrative Officer

RESOLUTION NO 19362

WHEREAS TCI Tire Centers LLC was awarded Contract No 969 a cooperative purchase to City ofLos Angeles Department of General Services Division Contract 58289 for furnishing and delivering of tires and tubes and

WHEREAS the Los Angeles Department of Water Power (LADWP) utilizes Contract No 969 to provide routine maintenance to LADWPs motor pool and

WHEREAS LADWPs Joint System recommends Amendment No2 to Contract No 969 with TCI Tire Centers LLC to increase the second optional period by $101259500 to $180000000 and

WHEREAS Contract No 969 is coterminous with the City ofLos Angeles Contract No 58289 which expires on May 31 2011 No additional time is needed

NOW THEREFORE BE IT RESOLVED that Amendment No2 to Contract No 969 is approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee is hereby authorized and directed to draw demands upon the Water and Power Revenue Funds in accordance with the terms of this amendment awarded pursuant to Contract No 969 and this resolution

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 27

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 themiddot Acting Secretary of the Board are hereby authorized and directed to execute said contract for and on behalf ofLADWP

ITEM NO 36 - Authorizes execution ofa Purchase and Sale Agreement ofReal Property at 12655 Garber Street Pacoima California for the Water Systems Garber Street Recycled Water Tank Project for the purchase price of$350000 plus closing and incidental expenses (Real Estate File W-36943) Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-192

W-36943 (Purchase ofFee Property Required for the Garber Street Recycled Water Tank)

WHEREAS the Los Angeles Department of Water and Power (LADWP) would like to acquire a parcel of land (which includes a residence) for the Garber Street Recycled Water Tank and

WHEREAS the LADWP has identified property owned by Jules M Adger (Seller) located at 12655 Garber Street Pacoima California which LADWP desires to acquire and

WHEREAS the Board ofCommissioners of the Los Angeles Department of Water and Power has the authority pursuant to Los Angeles City Charter Section 675(d)(1) to acquire by purchase all real property convenient for LADWP purposes

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners hereby approve substantially as to form the Purchase and Sale Agreement between LADWP and the Seller and

BE IT FURTHERRESOLVED 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 directed and empowered to execute said Purchase and Sale Agreement for and on behalf of the LADWP The Manager ofReal Estate is authorized empowered and directed to execute Escrow Documents and other related documents for and on behalf of the LADWPand

BE IT FURTHER RESOLVED that the Chief Accounting Employee ofLADWP upon proper certification is hereby authorized and directed to authenticate a demand or demands upon the proper revenue fund for payment of the $350000 purchase price plus closing and incidental expenses at least five days prior to the close ofescrow

ITEM NO 37 - Approves payment of $33890899 to the State ofCalifornia Department of Industrial Relations for Workers Compensation Self-Insurance Program administration fees for Fiscal Year 2010-201 L Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-193

WHEREAS the City of Los Angeles Department of Water and Power (LADWP) is selfshyinsured and self-administered for its workers compensation liability

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 28

BE IT RESOLVED that the payment ofWorkers Compensation Self-Insurance Program administration fees for the Fiscal Year 2010-2011 as assessed by the State of California Department of Industrial Relations in their invoice dated November 302010 is $33890899 and pursuant to California Labor Code Sections 625 and 626 is authorized and directed

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to authenticate a demand on the Water Revenue Fund in payment of the above fees arising from the requirements of California Labor Code 625 and 626

ITEM NO 39 - Approves the water quality improvement demand side management reclaimed water and water security expenditures for the twelve month period commencing July 1 2011 Submitted by Chief Operating Officer Interim Chief Financial Officer and

Senior Assistant General Manager - Water System

RESOLUTION NO 011-194

WHEREAS Water Rates Ordinance No 170435 as amended by Ordinance Nos 171639 173017 175964 177968 and 179802 authorizes the recovery of certain qualified Board approved expenditures for Water Quality Improvement Programs through the Water Quality Improvement Adjustment Factor for Demand Side Management and Reclaimed Water Programs through the Water Procurement Adjustment Factor and Water Security costs through the Water Security Adjustment Factor

NOW THEREFORE BE IT RESOLVED that the Board approves Schedules A B C and D which are on file with the Secretary of the Board which describe and identifY (A) water quality expenditures totaling $3374 million (B) demand side management expenditures totaling $310 million (C) reclaimed water expenditures totaling $761 million and (D) water security expenditures totaling $686 million for the twelve-month period from July 1 2011 through June 30 2012

ITEM NO 40 - Authorizes the issuance ofa maximum of $350 million of Water System Refunding Revenue Bonds for the purpose of refinancing higher interest rate bonds with lower interest rate bonds Council approval is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 4831

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMISSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing ofUp to $350000000 Pursuant to Section 609 of The Charter ofThe City ofLos Angeles Through the Issuance of

Revenue Bonds Payable from the Water Revenue Fund

Resolution No- 4831

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City of Los Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power ofthe City of Los Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter of The City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Water Revenue Fund to evidence the indebtedness created by such borrowing

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 29

Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations of the Department payable from the Water Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

THREE HUNDRED FIFTY MILLION DOLLARS ($350000000)

and said Bonds are to be issued in one or more series or sub series at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number of days elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer ofthe Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 ofOrdinance No 172353 of the City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 of Division 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale ofeach series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with respect to the Bonds shall not exceed ten percent ofthe principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 ofthis Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest costfor the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number ofdays elapsed

Section 9 The authorization ofthe issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance ofbonds on account of the Water System heretofore made by resolution of this Board

Section 10 The Secretary ofthis Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices ofthe Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office ofAdministrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 30

ITEM NO 41-Authorizes the issuance ofa maximum of$I5 billion ofPower System Refunding Revenue Bonds to refinance or replace existing Power System Revenue Bonds mostly set with higher interest rates with lower rates thereby lowering LADWPs cost of debt Council approval is required Submitted by ChiefOperating Officer and Interim Chief Financial Officer

RESOLUTION NO 4830

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMSSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing of Up to $1500000000 Pursuant to Section 609 of The Charter of The City of Los Angeles Through the Issuance of

Revenue Bonds Payable from the Power Revenue Fund

Resolution No 4830

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City ofLos Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power of the City ofLos Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter ofThe City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Power Revenue Fund to evidence the indebtedness created by such borrowing

Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations ofthe Department payable from the Power Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

ONE BILLION FIVE HUNDRED MILLION DOLLARS ($1500000000)

and said Bonds are to be issued in one or more series or subseries at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of 365 days for the actual number ofdays elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer of the Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 of Ordinance No 172353 ofthe City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 ofDivision 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale of each series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 31

is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with re~pect to the Bonds shall not exceed ten percent of the principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 of this Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of365 days for the actual number of days elapsed

Section 9 The authorization of the issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance of bonds on account of the Power System heretofore made by resolution of this Board

Section 10 The Secretary of this Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices of the Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office of Administrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

ITEM NO 42 - Authorizes execution of Agreement No 47582 with Dewey amp LeBoeufLLP for Legal Services related to Merger and Acquisition Transactions to divestiture of power assets and the potential acquisition of non-carbon replacement assets The total amount not to exceed $1000000 for a term ofeighteen months Submitted by Chief Operating Officer and General Counsel

RESOLUTION NO 011-195

WHEREAS the Office of the City Attorney (City Attorney) on behalf ofthe Los Angeles Department of Water and Power (LADWP) solicited requests for proposals from law firms to assist the City Attorney in providing LADWP advice and representation in matters related to the Departments merger and acquisition transactions (M amp A) to divestiture ofpower assets and the potential acquisition of non-carbon replacement assets

WHEREAS the City Attorney selected the law finn of Dewey amp LeBoeuf LLP from a competitive bidding process for providing the necessary legal services and

WHEREAS the City Attorney finds that an appropriation of$lOOOOOO for a period of eighteen months is necessary at this time to manage anticipated M amp A transactions

BE IT RESOLVED that in compliance with City Charter Section 1022 the Board of Water and Power Commissioners of the City ofLos Angeles (Board) finds it is more feasible to have the assistance ofoutside counsel due to the complexity of and the expertise required for the aforementioned transactions

BE IT FURTHER RESOLVED the President or 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 of the Board be and they are hereby authorized and directed to execute Agreement No 47582 (or one in substantial form and content as the one submitted herewith as determined by the City Attorney) for and on behalf ofLADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 32

BE IT FURTHER RESOLVED that the Chief Accounting Employee of LADWP upon proper certification be and is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under said Agreement

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 48 - Reports were given by Management concerning matters relating to Department operations as follows

a) Integrated Resource Plan Update (Michael Webster Power Engineering Manager)

b) Renewable Portfolio Standard Project Update

Deemed accepted

c) 2010 Urban Water Management Plan (Tom Erb Director of Water Resources)

Written recommendations approved by the General Manager transmitting the following resolutions approved as to form and legality by the City Attorney

ITEM NO5 - Approval of the minutes of the January 4 2011 regular meeting of the Board of Water and Power Commissioners

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO6 - Authorizes award of Specification No 199 to Furnish and Deliver Meters Cold Positive Displacement Type to Neptune Technology Group Inc for a total amount not to exceed $22692293 for a term of one year with two optional one-year periods Submitted by Chief Operating Officer Senior Assistant General Manager - Water System and Chief Administrative Officer

RESOLUTION NO 19363

WHEREAS this contract is to furnish and deliver Meters Cold Positive Displacement Type and

WHEREAS Neptune Technology Group Inc is the lowest compliant bidder under Specification No 199 and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Water System recommends that Neptune Technology Group Inc be awarded a contract under Specification No 199

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 33

NOW THEREFORE BE IT RESOLVED that Neptune Technology Group Inc is awarded Contract No 199 for a total maximum amount not to exceed $2269229300 which includes all optional periods for a term of one-year with two optional one-year extensions under Specification No 199 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the President or Vice President 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 contract for and on behalf of the LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 199 and this Resolution

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO7 - Authorizes award of Specification No 217 to Furnish and Deliver Broadcaster Network Equipment and Software to Evertz Microsystems Ltd for a total amount not to exceed $4750000 for a term of one year with four optional one-year periods Council approval is required Submitted by Chief Operating Officer and Chief Administrative Officer RESOLUTION NO 19364

WHEREAS the Los Angeles Department of Water and Power (LADWP) identified broadcaster video network service as an innovative growth opportunity serving Los Angeles extensive entertainment industry and developed the VideoMAN infrastructure and

WHEREAS this contract is to furnish broadcaster video network equipment and software providing LADWP with the spares and upgrades to meet the demands for this service and

WHEREAS without a contract the LADWP will not be able to support its existing customers and will suffer customer and revenue loss and

WHEREAS LADWPs Joint System recommends a sole source contract be awarded to Evertz Microsystems Ltd (Evertz) the manufacturer of the original equipment and

WHEREAS this contract combined with previous contracts with Evertz constitutes continued contracting exceeding the three year time period set by Ordinance

THEREFORE BE IT RESOLVED that Evertz Microsystems Ltd is awarded a sole source contract under City Charter Section 371(e)(7) for a total amount not to exceed $475000000 which includes all optional periods for a term of one year with four optional one-year periods under Specification No 217 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to draw demands on the Water and Power Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 217 and this resolution

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 34

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Agreements for and on behalfof LADWP after approval by the Los Angeles City Council pursuant to Administrative Code 105

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 20 - Authorizes execution of Confidentiality Agreement DWP No BP 11-001 with California High-Speed Rail Authority in order to assist in its design and development of the California High Speed Rail Project for a term of three years and at no cost Submitted by Chief Operating Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 011-196

WHEREAS California High Speed Rail Authority (CHSRA) desires to engage in a Cocentidentiality Agreement with the Los Angeles Department of Water and Power (LADWP) to maintain proprietary matters confidential for security purposes and

WHEREAS LADWP and CHSRA recognize that utility infrastructure information must remain confidential for security purposes and

WHEREAS CHSRA needs to review the confidential information ofLADWP to design and develop the California High-Speed Train Project The expiration will be three years from the date ofapproval

NOW THEREFORE BE IT RESOLVED that the Confidentiality Agreement DWP No BP 11-001 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and High Speed Rail Authority be and the same is hereby approved and

BE IT FURTHER RESOLVED that the President or the Vice President of the Board or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized and directed to execute the Agreement for and on behalf of LAD WP

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 21- Authorizes execution ofAmended Memorandum of Understanding on Imperial Valley Geothermal Feasibility and Exploration LADWP No BP 09-025A with the Imperial Irrigation District Southern California Public Power Authority and the Cities of Burbank Glendale Colton and Pasadena The amendment will change a number of provisions in the MOU including adding 160 acres ofLADWP owned property LADWP expenditures will not exceed $18 million and the term is for six years from 2011 to 2016 Submitted by ChiefOperating Officer and Senior Assistant General Manager - Power System

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RESOLUTION NO 011-197

WHEREAS the original Memorandum ofUnderstanding (MOU) of Imperial Valley Feasibility and Exploration LADWP No BP 09-025 among the Los Angeles Department of Water and Power (LADWP) Imperial Irrigation District (lID) Cities of Burbank Glendale Colton Pasadena and the Southern California Public Power Authority (SCPPA) was approved by this Board ofWater and Power Commissioners (Board) on September 1 2009 under Resolution No 010-081 and

WHEREAS the Board conditionally approved Geothermal Lease Agreement No1 LADWP No BP 09-028 on September 15 2009 under Resolution No 010-100 upon the prerequisite that LADWP add its procurement policies and procedures to the original MOU and

WHEREAS the lID Board concurrently requested an amendment to the original MOU to incorporate an Exploration Structure Due Diligence Effort as a precondition to its approval of the MOU and

WHEREAS the parties of the original MOU renegotiated the terms and conditions to include an additional 160 acres ofreal property owned by LADWP LADWPs procurement policies and procedures and incorporate a preliminary assessment identified as the Exploration Structure Due Diligence Effort

NOW THEREFORE BE IT RESOLVED that the Amended MOU on Imperial Valley Feasibility and Exploration LADWP No BP 09-025A among LADWP lID Cities of Burbank Glendale Colton Pasadena and SCPP A 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 General Manager or Acting General Manager or such person that the General Manager or Acting General Manager shall designate in writing is hereby authorized and directed to execute the Amended MOU for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the funding for the Imperial Valley Feasibility and Exploration project previously approved by this Board on September 1 2009 under Resolution No 010-081 shall remain in effect subject to the reapportionment identified within the Amended MOU (LADWP No BP09-025A) and related appendices

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person that the General Manager or Acting General Manager designates in writing is hereby authorized to perform all duties and obligations as project manager set forth in the Amended MOU

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising from or related to exploration costs and manage any payment offset or credits for any applicable annual rental payments in accordance with the terms and conditions ofthe Amended MOU on Imperial Valley Feasibility and Exploration (LADWP No BP 09-025A)

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

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ITEM NO 26 - Authorizes LADWPs General Manager to Execute Amendment No 10 Lease PRC 80799 with the California State Lands Commission allowing LADWP to implement gravel cover as Best Available Control Measures on 203 square miles of area on Owens Lake Total costs estimated to be $165473750 and term is December 102010 to May 1 2019 Submitted by Chief Operating Officer and Senior Assistant General Manager shyWater System

RESOLUTION NO 011-198

WHEREAS the Los Angeles Department of Water and Power (LADWP) as part of construction and implementation of the Owens Lake Dust Mitigation Program (OLDMP) has implemented dust mitigation measures and constructed facilities on portions of Owens Lake on sections of State land under the jurisdiction of the California State Lands Commission (CSLC) and

WHEREAS OLDMP activities have been allowed among other authorizations under Lease PRC 80799 and its nine amendments with CSLC and

WHEREAS LADWP is required by the Great Basin Unified Air Pollution Control District (GBUAPCD) to implement OLDMP Phase 8 gravel cover as Best Available Control Measures by November 6 2012 on certain sections of State land under the jurisdiction of CSLC and

WHEREAS on December 102010 CSLC approved Lease PRC 80799 Amendment No 10 that incorporates activities of the OLDMP Phase 8 into Lease PRC 80799 and

WHEREAS CSLC has sent Lease PRC 80799 Amendment No 10 for execution by the General Manager ofLADWP and

WHEREAS the cost of complying with the lease conditions such as purchase of Carbon OffsetslRenewable Energy Public Trust Value mitigation and Attorneys Fees commitment in Lease PRC 80799 Amendment No10 require the City of Los Angeles Board of Water and Power Commissioners approval and

WHEREAS the cost of complying with the lease conditions is estimated to be $165473750 and

WHEREAS Lease PRC 80799 and the first eight amendments duration is for 20 years and covers LADWPs various dust control measures operations and activities from May 1 1999 to May 12019 and

WHEREAS Lease PRC 80799 Amendment No 9s duration is for three years from June 28 2010 or until such time as a Master Plan for Owens Lake is approved by the CSLC and covers LADWPs tillage dust control measures operations and activities and

WHEREAS Lease PRC 80799 Amendment No 10s duration is from December 102010 to May 12019 and

NOW THEREFORE BE IT RESOLVED that Lease PRC 80799 Amendment No1 0 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between the Department of Water and Power of the City of Los Angeles and the California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratify and execute said lease amendment for and on behalf of the LADWP

Approval moved by Commissioner Parfrey

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Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey

Noes None

ITEM NO 38 - A written recommendation was received from the Chief Operating Officer and Interim Chief Financial Officer approved by the General Manager recommending the adoption of a resolution approved as to form and legality by the City Attorney authorizing execution ofAgreement No47002 with P A Consulting Group Inc to analyze and assist the Los Angeles Department ofWater and Power to develop a revenue requirement and rate structure

This item was withdrawn

ITEM NO 43 - Adopts an ordinance by the Council of the City ofLos Angeles transferring surplus money from the Power Revenue Fund to the City Reserve Fund during the 20102011 fiscal year the sum of$258815000 Council approval by ordinance is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 011-199

BE IT RESOLVED

1 That the Charter provides that this Board may after the close ofa fiscal year consent to a transfer of surplus money from the Power Revenue Fund to the Reserve Fund of the City based on audited financial data and

2 That this Board finds and determines after first considering and subject to all covenants made by the Department with respect to transfers from the Power Revenue Fund that there is surplus money in the Power Revenue Fund as of the close of fiscal year 200911 0 and consents to the transfer of $258815000 of said surplus money to the Reserve Fund of the City during fiscal year 201011 and pursuant to the terms ofthis resolution and

3 That this Board does further consent that the Council ofThe City ofLos Angeles adopt an ordinance in words and figures substantially as follows to wit

ORDINANCE NO

An ordinance directing the transfer of surplus money from the Power Revenue Fund of the Department of Water and Power to the Reserve Fund ofThe City of Los Angeles during Fiscal Year 20 WIll

THE PEOPLE OF THE CITY OF LOS ANGELES DO ORDAIN AS FOLLOWS

Section 1 Subject to audited fmancial data for fiscal year ended 200910 and all covenants made by the Department of Water and Power (Department) with respect to transfers from the Power Revenue Fund and subject to there having been and only to the extent that there was surplus money in the Power Revenue Fund at the close of the 200910 fiscal year and subject to the declaration ofconsent adopted by the Board of Water and Power Commissioners it is hereby directed that $258815000 be transferred from the Power Revenue Fund of the Department to the Reserve Fund of the City during the 201011 fiscal year

Section 2 The City Clerk shall certify to the passage of this ordinance and have it published in accordance with Council policy either in a daily newspaper circulated in the City of Los Angeles or by posting for ten days in three public places in the City ofLos Angeles one copy on the bulletin board located in the Main Street entrance to the Los Angeles City Hall

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 38

one copy on the bulletin board located at the Main Street entrance to the Los Angeles City Hall East and one copy on the bulletin board located at the Temple Street entrance to the Los Angeles County Hall ofRecords

BE IT FURTHER RESOLVED that after the adoption of an ordinance as set forth in (3) above the Chief Accounting Employee of this Department is directed upon certification by the General Manager to cause to be transferred $129407000 within 10 days after the effective date of the ordinance in one lump sum payment from the Power Revenue Fund of the Department to the Reserve Fund ofthe City and to cause to be transferred the remaining amount in equal monthly installment payments from the Power Revenue Fund of the Department to the Reserve Fund of the City so that by June 30 2011 $258815000 has been paid Such transfers shall be made only after the City has paid the Power Revenue Fund all monthly charges for power services for which the City was billed by the Department

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 44 - Authorizes execution ofAgreement No WR 10-1030 with the Los Angeles Department ofPublic Works Bureau of Sanitation and West Basin Municipal Water District for Recycled Water Services to the Los Angeles Harbor Area for the design construction and operation of the facilities needed to produce and convey 9300 acre-feet per year of recycled water to LADWPs large industrial and irrigation customers LADWP will fund up to $111979472 for new and existing capital improvements and the initial term ofthirty years which may be extended in increments often years Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-200

WHEREAS one of the primary goals of the Los Angeles Department ofWater and Power (LADWP) is to ensure that the City of Los Angeles (City) has a reliable water supply and

WHEREAS in response to the Citys potable water supply challenges LADWP in 2008 prepared the Water Supply Action Plan titled Securing LAs Water Supply that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

WHEREAS LADWP entered into a 25-year agreement (adopted by the Board under Resolution No 91-0344) with the Los Angeles Department ofPublic Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) on June 3 1991 which allows WBMWD to purchase secondary effluent from the PW BOS Hyperion Treatment Plant (HTP) and in exchange LADWP is allowed to purchase 25000 AFY of tertiary treated Title 22 recycled water from WBMWD at an amount no greater than WBMWDs actual cost to produce and reconvey the recycled water back to LADWP and

WHEREAS WBMWD owns and operates the Juanita Millender-McDonald Carson Regional Water Recycling Plant (CRWRP) located in the City of Carson just north of the LADWP service area and

WHEREAS the Harbor Refineries Recycled Water Pipeline Project currently being constructed will provide the delivery method for recycled water in the Los Angeles Harbor Area to large industrial and irrigation customers and will include a point-of-connection at the Los Angeles City boundary with the City of Carson and

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WHEREAS to accomplish delivery of nitrified Title 22 recycled water to Los Angeles Harbor Area customers new treatment facilities need to be constructed at the CRWRP including expansion of the nitrification treatment facilities at the CRWRP as well as the construction of a pipeline in the City of Carson to a point-of-connection at the boundary to the City of Los Angeles and

WHEREAS PWBOS agrees to supply secondary effluent from the HTP to WBMWD and LADWP agrees to purchase tertiary treated disinfected nitrified Title 22 recycled water from WBMWDand

WHEREAS WBMWD has agreed to provide a reliable source of nitrified Title 22 recycled water to the Los Angeles Harbor Area and

WHEREAS the facilities being built by WBMWD and the dedicated current facilities owned by WBMWD to assist LADWP with supplying recycled water will benefit the citizens of Los Angeles for 30 years

NOW THEREFORE BE IT RESOLVED that the proposed Agreement approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP PWBOS and WBMWD be and the same is hereby approved and

BE IT FURTHER RESOLVED that the ChiefAccounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of the obligations arising under this Agreement

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Agreement No WR 10-1030 for and on behalf of LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee will recognize the funds paid to WBMWD to construct to expand and to dedicate WBMWDs assets so as to have the ability to serve LADWP shall be accounted for as a regulatory asset of the Water System that will be amortized over the life of the project which is 30 years

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 45 - Authorizes execution ofAmendment No 1 to Agreement with Los Angeles Public Works Bureau of Sanitation and West Basin Municipal Water District (Resolution No 91-0344) This Amendment supports the City of Los Angeles commitment to maximize the reuse ofwastewater effluent for beneficial reuse The term remain the same Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-201

WHEREAS in response to the City of Los Angeles (City) potable water supply challenges LADWP in 2008 prepared Securing LAs Water Supply a water supply action plan that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 40

WHEREAS LADWP has identified the potential for significant amounts of recycled water usage for industrial purposes in the Los Angeles Harbor Area (Harbor Area) and

WHEREAS there is an existing agreement adopted by the Board under Resolution No 91-0344 (Agreement) among and between LADWP the Los Angeles Department of Public Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) that allows for the conveyance ofsecondary effluent produced at the PWBOS Hyperion Wastewater Treatment Plant (HTP) to the WBMWD Edward C Little Water Recycling Plant (ECL) in EI Segundo California for tertiary treatment and subsequent beneficial reuse and

WHEREAS to provide recycled water to the Harbor Area and to adjacent areas Amendment No 1 to Agreement (Amendment) is necessary to increase WBMWDs secondary effluent wastewater conveyance capability by expanding their existing pump station located at the HTP to a planned ultimate capacity of 70 million gallons per day (MGD) to convey secondary effluent from HTP to ECL and

WHEREAS the PWBOS has the resources and technical expertise to perform wastewater source control pollution prevention and the public outreach activities necessary to comply with all required recycled water regulatory requirements imposed by the State of California Department of Public Health and California Regional Water Quality Control Board and

WHEREAS designating PWBOS as the responsible agency to perform source control will ensure compliance with National Pollution Discharge Elimination Systems permit requirements for which PWBOS will be reimbursed by WBMWD

NOW THEREFORE BE IT RESOLVED that the proposed Amendment approved as to form and legality by the City Attorney and filed with the Secretary of the Board to increase secondary effluent wastewater conveyance and to designate PWBOS as the agency responsible for wastewater source control is hereby approved

BE IT FURTHER RESOLVED that the President or Vice President of this Board the General Manager or such person as the General Manager shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of the Board are hereby authorized empowered and directed to execute said Amendment for and on behalfof LADWP

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 46 - A written recommendation was received from the Personnel Relations Committee that the Board approve their report relative to Grievance No B-074-09 filed by Mr James R Cole

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 41

The following items were presented by the Secretary and ordered filed

ITEM NO 47-A - A report from the Interim Chief Financial Officer showing receipts disbursements and cash balances of the Water and Power Revenue Funds for the month ending December 312010 as follows

REVENUE FUNDS (in thousands)

WATER POWER Beginning Balance December 1 2010 $ 281806 $ 688330

ADD Customer Collections 110560 297326 DWP Interfund Transfers 89106 29923 IPP Subordinated Notes 11343 Other City Departments 6040

Total Receipts $ 199931 $ 344632

LESS Payments to Vendors 62276 237418 Bond Redemption and Interest 57863 124941 Payrolls 23817 52513 SewerlUtility Taxes 38316 49427 DWP Interfund Transfers 36036 42291 Other City Departments 8377 Total Disbursements $ 218321 j 514~967

Ending Balance December 31 2010 $ 263416 $ 517995

ITEM NO 47-B - Monthly report ofactivities for the following units

bull Water System (December 2010)

bull Power System (November 2010)

bull Financial Services Organization (November 2010IDecember 2010)

ITEM NO 47-C - Reports for informational purposes

bull Quarterly Status Report on Water Quality Regulatory Compliance Projects

bull Investment Report Quarter Ending September 30 2010

bull Legislative and Regulatory Update

THE BOARD shall recess to closed session for a conference with legal counsel regarding

A Existing litigation in the following matter

1 Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

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2 City of Los Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

B Anticipated litigation in the following matters

1 Discussion regarding initiation of litigation (1 case) pursuant to Subdivision (c) of Section 549569 of the California Government Code

2 Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

MEETING RECESSED at 1240 pm

MEETING RECONVENED at 1250 pm

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 lO22 AM Page 43

Los Angeles California February 12011

MINUTES OF CLOSED SESSION OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

HELD IN ROOM 1555-H FEBRUARY 12011

1250 PM

Meeting called to order by President Thomas S Sayles and roll called

Present Commissioners President Sayles Eric Holoman Christina E Noonan Jonathan Parfrey

Absent None

A quorum present

In attendance were the following

Ronald O Nichols General Manager Martin L Adams Director of Water Operations Oscar Alvarez Electrical Engineer Aram H Benyamin Senior Assistant General Manager - Power System Joseph Brajevich Assistant General Counsel Water and Power Dirk Broersma Assistant City Attorney Richard M Brown General Counsel Water and Power Priscila Castillo Deputy City Attorney Michael A Coia Executive Director ofPower System Operations and Maintenance Lonnie Eldridge Deputy City Attorney James B McDaniel Senior Assistant General Manager - Water System Lorraine Paskett Senior Assistant General Manager - Sustainability Programs

and External Affairs Ann M Santilli Interim Chief Financial Officer Mark J Sedlacek Director of Environmental Affairs Kenneth Silver Electrical Service Manager Eskel H Solomon Assistant City Attorney Cecilia KT Weldon Chief Administrative Officer

Also in attendance

David Kim Mayors Office

A CLOSED SESSION was held for a conference with legal counsel regarding

Existing litigation in the following matters

ITEM NO 49 Al Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

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Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$14263507 to Allstate Insurance Company in full and complete settlement ofLADWP Claim Number 1026286

RESOLUTION NO 011-202

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Power Revenue Fund in the sum of $14263507 to be paid in the form ofa draft to Allstate Insurance Company Said payment is in full compromise and complete settlement ofLADWP Claim Number 1026286 which arose out of fire damage to personal and real property at 4333 Griffin Avenue Los Angeles California on September 25 2009 The City Attorney is hereby authorized to deliver said draft to Allstate Insurance Company andor the Law Office of Cuibreth amp Schroeder LLR upon receipt of a properly executed Full Release of All Claims and Request for Dismissal

Seconded by President Sayles and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Anticipated litigation in the following matter

ITEM NO 49 B2 (1st case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$5935695 to Landmark Property Management Group LLC in full compromise and complete settlement ofLADWP Claim Number 1027520

RESOLUTION NO 011-203

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $5935695 to be paid as follows a draft in the amount of $5935695 payable to Landmark Property Management Group LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1027520 which arose out of damage done to the structure known as the Santa Fe Loft Apartments at 121 East Sixth Street Los Angeles on August 5 2010 as the result of a Water System water main break The City Attorney is hereby authorized to deliver said draft to Landmark Property Management Group LLC upon receipt ofa properly executed Full Release of All Claims and Request for Dismissal

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

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Anticipated litigation in the following matter

ITEM NO 49 B2 (20d case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(l) of Section 549569 of the California Government Code

Discussion held action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$8000000 to National Subrogation Services in full compromise and complete settlement ofLADWP Claim Number 1025898-19

RESOLUTION NO 011-204

BE IT RESOLVED by the Board ofWater and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $8000000 to be paid as follows a draft in the amount of $8000000 payable to National Subrogation Services LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1025898-19 which arose out of damage to the business known as Canyon Beachwear located at 13035 Ventura Boulevard Studio City on September 52009 The City Attorney is hereby authorized to deliver said draft to National Subrogation Services LLC upon receipt of a properly executed Full Release ofAll Claims and Request for Dismissal

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Existing litigation in the following matter

ITEM NO 49 A2 - City ofLos Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

Discussion held - no action taken

Anticipated litigation in the following matter

ITEM NO 49 B2 (3rd case) - Discussion regarding significant exposure to litigation (3 caSes) pursuant to Subdivision (b )(1) of Section 549569 of the California Government Code

Discussion held - action taken but not a final action that was reportable

Anticipated litigation in the following matter

ITEM NO 49 Bl- Discussion regarding initiation oflitigation (l case) pursuant to subdivision (c) of Section 549569 of the California Government Code

Discussion held - no action taken

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COMMISSIONER NOONAN moved the meeting be adjourned

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Meeting adjourned at 1 30 pm

An announcement was made in the Board Room regarding adoption ofthree resolutions one pertaining to the settlement of Los Angeles Superior Court Case Number BC448561 and two pertaining to the settlement ofLADWP Claim Number 1027520 and LADWP Claim Number 1025898-19

SIGNED

~AtrufL~~ SECRETARY

ATTEST

vs~ PRES~T

Page 12: Los Angeles, California, February 1,2011 WATER AND POWER

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WHEREAS the Inyo CountylLos Angeles Technical Group is empowered by the Water Agreement to exempt certain town supply wells irrigation supply wells fish hatchery wells enhancementmitigation project supply wells and other wells not affecting areas with groundwater dependent vegetation as exempt from the automatic turn-off provisions of the Water Agreement and Green Book and

WHEREAS from time to time since the Water Agreement was signed the Inyo County Los Angeles Technical Group has exercised its authority to exempt wells for the aforementioned reasons and

WHEREAS the list of exempt wells currently included in Green Book Section IB2aii does not accurately reflect all of the wells exempted by the Inyo CountylLos Angeles Technical Group and

WHEREAS for the purpose of revising the list of exempt wells in Green Book Section LB2aii the Inyo CountylLos Angeles Technical Group has prepared the attached Table IB2-2 dated June 22 2010 which accurately reflects the current listing of wells permanently exempted by the Technical Group from the automatic turn-off provision of the Water Agreement and

WHEREAS Section XXV ofthe Water Agreement requires the agreement ofLADWP and the Inyo County Board of Supervisors in order to modify the Green Book

NOW THEREFORE BE IT RESOLVED that the Board ofWater and Power Commissioners agrees to modify the Green Book by including the attached Table IB2-2 dated June 22 2010 in Green Book Section LB2aii

BE IT FURTHER RESOLVED a statement affirming that a complete listing of exempt wells is contained in the June 22 2010 Table IB2-2 will be added to Green Book Section LB2aii

ITEM NO 24 - Authorizes submission of Grant Application to the United States Department of the Interior Bureau ofReclamations WaterSMART Water and Energy Efficiency Grants for Fiscal Year 2011 The application is $1000000 for the CommerciallIndustrial Drought Resistant Landscape Incentive Program Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-182

WHEREAS the United States Department of the Interior Bureau of Reclamation (BOR) has approximately $27 million in funding available for the WaterSMART Water and Energy Efficiency Grants for Fiscal Year 2011 which assists irrigation and water districts United States Territories States in the West and other local entities with water delivery authority in leveraging their money and resources by cost sharing with BOR on projects that save water improve energy efficiency address endangered species and other environmental issues and facilitate transfers to new uses and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Commercial Industrial Landscape Drought Resistant Landscape Incentive Program (CI Landscape Program) conserves water by providing incentives to commercial industrial and multi-family customers to replace turf with California-friendly drought-resistant plants and low-volume irrigation and

WHEREAS CI Landscape Program contributes to a sustainable water supply for Los Angeles and

------

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WHEREAS by reducing the amount of replacement water imported from other sources including the Sacramento-San Joaquin Delta the CI Landscape Program reduces the amount of energy used to convey water to users in Los Angeles

WHEREAS the CI Landscape Program has converted 1868119 square feet of turf saving 46535174 gallons ofwater (14281 AF) per year to date

WHEREAS LADWP desires to apply for grant funding in order to expand the CI Landscape Program as detailed in the funding plan and schedule in the application and

WHEREAS the BOR requires approval ofan agencys governing body for each grant funding application

NOW THEREFORE BE IT RESOLVED that an application be made to the BOR for a Water and Energy Efficiency Grant The LADWP is hereby authorized to enter into an agreement to receive a grant for the Project

BE IT FURTHER RESOLVED that the Board of Water and Power Commissioners designates the Senior Assistant General Manager - Water System or his designee (registered engineers) to prepare all necessary data file such application and enter into a grant funding agreement with the BOR and hereby authorizes the Director of Water Resources or his designee (registered engineers) to approve Claims for Reimbursement and to sign performance reports required by a grant funding agreement

ITEM NO 25 - Authorizes LADWPs General Manager to Execute Agreement No R 04310 with the California State Lands Commission (CSLC) allowing LADWP to reimburse reasonable costs incurred by CSLC for application processing and enviromnental documentation associated with the preparation ofa Master Plan for the Owens Lakebed Total costs to LADWP is estimated to be $1003084 with a term of three years Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-183

WHEREAS in March 2010 the Los Angeles Department ofWater and Power (LADWP) initiated a broad collaborative project with diverse interest groups to develop a Master Plan for the Owens Lakebed and

WHEREAS the Master Plan will focus on dust mitigation water efficiency methods habitat and wildlife and potential renewable energy development and

WHEREAS LADWP as part of construction of the Owens Lake Dust Mitigation Program has implemented dust mitigation measures and constructed facilities on certain portions of Owens Lakebed on sections of State land under the jurisdiction of the California State Lands Commission (CSLC) and

WHEREAS CSLC who owns over ninety percent of the Owens Lakebed is a key interest group participating in the development of the Master Plan and has approval authority over the plan and

WHEREAS under Agreement No R 04310 between CSLC and LADWP CSLC has estimated the total cost in processing the application and preparation of enviromnental documents for the Master Plan to be $835903 and the duration is from April 12010 through March 30 2013 with CSLCs cost of construction compliance and mitigation monitoring to be determined as the project progresses and

WHEREAS LADWP is requesting a 20-percent contingency fund to cover the anticipated construction compliance and mitigation monitoring costs bringing the total authorized fund to $1003084 and

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WHEREAS Agreement No R 04310 would allow LADWP to reimburse reasonable costs incurred by CSLC for application processing environmental documentation and construction compliance and mitigation monitoring associated with the preparation ofa Master Plan for Owens Lakebed

NOW THEREFORE BE IT RESOLVED that Agreement No R 04310 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between the Department of Water and Power of the City ofLos Angeles and California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of costs of the California State Lands Commission as stipulated under Agreement No R 04310 up to the total amount of $1003084 and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratifY and execute said Agreement No R 043101 for and on behalf of the LADWP

ITEM NO 27 - Authorizes execution of Memorandum ofAgreement with the Los Angeles Department ofPublic Works Bureau of Sanitation the Los Angeles Department ofPublic Works Bureau of Street Services and The River Project to develop and construct the Woodman Avenue Multi-Beneficial Stormwater Capture Project The total project cost estimate is $3396750 ofwhich LADWP is contributing $1200000 for project funding and $150000 for Grant administration Construction completion is scheduled for November 2012 Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-184

WHEREAS the City ofLos Angeles (City) possesses the right to the surface waters of the Los Angeles River its tributaries and the native groundwater ofthe San Fernando Basin in accordance with the California Superior Courts Judgment dated January 26 1979 in The City oLos Angeles vs City oSan Fernando et al Case No 650079 and

WHEREAS local groundwater has historically comprised approximately 15 percent of the Citys water supply which is partially dependent upon replenishment from stormwater flows and

WHEREAS LADWP desires to optimize the use oflocal water resources including stormwater and groundwater to reduce the Citys dependence on imported water supplies and

WHEREAS LADWP is committed to pursuing opportunities to maximize groundwater recharge to sustain and augment the long-term reliability of the Citys groundwater supply in the San Fernando Basin and

WHEREAS LABOS is a bureau of the municipally owned Los Angeles Department ofPublic Works responsible for collecting cleaning and recycling solid and liquid waste including stormwater and urban runoff and

WHEREAS LABSS is a bureau of the municipally owned Los Angeles Department ofPublic Works responsible for street and alley construction and maintenance and

WHEREAS TRP is a non-profit 501(c)(3) organization dedicated to watershed protection conservation and enhancement in Los Angeles County TRP authored the TujungaJPacoima Watershed Plan and has extensive experience studying the Tujunga Watershed and its comprehensive environments and

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WHEREAS LADWP LABOS and TRP are committed to pursuing opportunities to enhance water conservation stormwater capture improve water quality and increase open space and

WHEREAS LADWP LABOS and TRP have jointly identified Woodman Avenue located in the San Fernando Valley as a unique opportunity to capture treat and infiltrate a significant volume ofstormwater runoff on an annual basis and

WHEREAS LADWP LABOS LABSS and TRP wish to enter into the proposed Memorandum of Agreement (MOA) to develop and construct the Woodman Avenue Multishybeneficial Stormwater Capture Project (Project) and

WHEREAS the Project will result in the capture treatment and infiltration ofan estimated 80 acre-feet of stormwater per year and

WHEREAS the estimated Project costs are $3396750 and

WHEREAS LADWP in partnership with LABOS and TRP was awarded $1646750 by the 2008 CALFED Watershed Grant Program for the Project and

WHEREAS LABOS has agreed to fund the project management engineering design and construction management of up to a maximum of $400000 and

WHEREAS LADWP has agreed to provide up to $1200000 for construction and $150000 for staff support and

NOW THEREFORE BE IT RESOLVED that the proposed MOA between and among LADWP LABOS LABSS and The River Project (TRP) for the Woodman Avenue Multishybeneficial Stormwater Capture Project (Project) approved as to form and legality by the City Attorney and filed with the Secretary of the Board be and the same is hereby approved and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in the amount of $1 200000 for the construction work proposed under this MOA that has been budgeted under Fiscal Year 2011-12

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Memorandum of Agreement for and on behalf of LADWP

ITEM NO 28 - Adopts the Initial Study and Mitigated Negative Declaration for the Woodman Avenue Multi-Beneficial Stormwater Capture Pilot Project approving the Project and authorizing its construction The cost ofthis project is estimated to be $3396750 with an estimated duration of four years Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-185

WHEREAS the City ofLos Angeles Department of Water and Powers (LADWP) Watershed Management Group and the City of Los Angeles Bureau of Sanitations (LABOS) Watershed Protection Division in partnership with the non-profit group The River Project have identified Woodman Avenue located in the San Fernando Valley as a unique opportunity to capture treat and infiltrate a significant volume of stormwater runoff on an annual basis and

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WHEREAS LADWP proposes to implement the Woodman Avenue Multi-Beneficial Stonnwater Capture Pilot Project (Project) to help recharge the groundwater table improve water quality and alleviate local flooding along the 7700 block ofWoodman Avenue and

WHEREAS LADWP prepared an Initial StudylNegative Declaration (ISIMND) for the proposed Project and circulated this document for public review from December l3 2010 to January 142011 and

WHEREAS a Notice of Intent to Adopt an MND was published in the Los Angeles Times and mailed to interested persons and agencies

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners of the City ofLos Angeles (Board) recognizes that a study was made ofthe potential environmental effects of the proposed Project including its construction and operation This study is embodied in the ISMND on file with the Secretary of this Board and is incorporated in this Resolution and made a part hereof

BE IT FURTHER RESOLVED that the Board recognizes the ISMND identifies the following impacts that are potentially significant unless mitigation is incorporated and proposes the following mitigation measures and a program for implementation and monitoring

Potential Mitigation Recommended Mitigation PeriodMethod Implementation Impact Measure of Implementation Monitor

No

Cultural Resources I Itispossibletl1at CUL-I Should archaeological or paleontological During constructio Project

subsurface resources be encountered during earth- Construction archaeological or moving activities (Le grading and Manager will be paleontological resource excavation) a qualified archaeologist ando responsible for may be present within paleontologist shall be retained and shall implementation the project area implement procedures for temporarily andLADWP

halting or redirecting work to permit the Environmental sampling identification and evaluation of Services will the resources as appropriate Ifthe provide resources are found to be significant the compliance archaeologist andor paleontologist shall oversight determine appropriate actions in cooperation with the City of Los Angeles shyfor preservation andor data recovery If human remains are discovered the Los Angeles County Coroner shall be contacted the area of the find shall be protected and provisions of State CEQA Guidelines Section 150645 shall be followed

Hazards and Hazardous Materials Temporary lane closures HAZ-I A Traffic Control Plan will be prepared and Prior to and during Project and other public right-of will include notification ofsurrounding construction Construction way construction emergency service providers including the Manager will be activities could impair adjacent Kaiser Permanente Medical Center responsible for implementation of or As part of the plan emergency service implementation physically interfere with providers will be notified prior to andLADWP an adopted emergency construction and provided information Environmental response plan regarding lane closures construction Services will

schedule driveway blockages etc A plan t( provide maintain or accommodate essential compliance emergency access routes eg plating over oversight excavations use of detours etc will be developed and implemented

Noise Constructive activity NOI-l Project specifications shall restrict Prior to and during Project could result in temporaI) construction to normal work days and hours construction Construction exposure of persons to (as per LAMC Section 4110) and shall Manager will be excessive noise and require the construction contractor to responsible for vibration develop and implement a Noise Mitigation implementation

Plan to include the use ofmuftlers shields andLADWP sound barriers andor other noise reduction Environmental devices or techniques as feasible during Services will operation ofconstruction equipment Two provide weeks prior to the onset of construction compliance

--------------~~-------

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of construction notification of the location timing and duration of the proposed construction shall be provided to adjacent residents and businesses (within a V mile radius from the project site) and Kaiser Permanente Panorama City

oversight

Transportation and Traffic Temporary lane closures TR-l and other public right-of way construction activities could affect vehicle traffic and other modes of transportation beyond acceptable levels

A Traffic Control Plan will be prepared and approved by the City prior to the beginning ofconstruction Emergency service providers (fire police and ambulance) and Kaiser Pemlanente Panorama City shall be notified prior to construction to communicate information regarding lane closures construction schedule driveway blockages etc and to develop a plan to maintain or accommodate essential emergency and patient access routes eg plating over excavations use of detours effect on existing bus stop etc

Prior to construction

Project Construction Manager will be responsible for implementation andLADWP Environmental Services will provide compliance oversight

BE IT FURTHER RESOLVED that this Board further fmds that with the implementation of the above mitigation measures potential impacts to cultural resources hazards and hazardous materials noise and transportation and traffic will be less than significant

BE IT FURTHER RESOLVED that this Board certifies that the ISIMND has been prepared in compliance with California Environmental Quality Act that it has reviewed and considered the information contained in the ISIMND and that the ISIMND reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board finds on the basis of the whole record before it including the IS that there is no substantial evidence that the Project will have a significant effect on the environment

BE ITFURTHER RESOLVED that this Board adopts the ISIMND and approves the Project

BE IT FURTHER RESOLVED that LADWP shall file a Notice ofDetermination with the Los Angeles City Clerk and the Los Angeles County Clerk within five working days after deciding to approve the Project

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of tIe record of proceedings for this project

ITEM NO 29 - Approves Addendum No 1 to the Mitigated Negative Declaration for the Geotechnical Investigation for the North Haiwee Dam No2 Project Further a Notice of Determination is authorized to be filed with the Inyo County Clerk Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-186

WHEREAS LADWP proposes to implement the Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS LADWP prepared an Initial StudylMitigated Negative Declaration (ISIMND SCH 2003091085) for a similar project at the same location in April 2004 titled Geotechnical Investigations at North Haiwee Dam Project and

WHEREAS the City of Los Angeles Board of Water and Power Commissioners (Board) adopted the ISIMND and approved the implementation of the Geotechnical Investigations at North Haiwee Dam Project on July 6 2004 and

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WHEREAS an Addendum which addresses the proposed modifications to the previously adopted ISIMND has been prepared titled Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS CEQA Guideline section 15164(b) allows a lead agency to prepare an addendum to an MND as follows

An addendum to an adopted negative declaration may be prepared ifonly minor technical changes or additions are necessary or none of the conditions described in Section 15162 calling for the preparation of a subsequent EIR or negative declaration have occurred

WHEREAS CEQA Guideline section15162 requires a subsequent negative declaration under the following circumstances

(a) When an EIR has been certified or a negative declaration adopted for a project no subsequent ErR shall be prepared for that project unless the lead agency determines on the basis of substantial evidence in the light of the whole record one or more of the following

(1) Substantial changes are proposed in the project which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects

(2) Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous ErR or Negative Declaration due to the involvement ofnew significant environmental effects or a substantial increase in the severity of previously identified significant effects or

(3) New information of substantial importance which was not known and could not have been known with the exercise ofreasonable diligence at the time the previous ErR was certified as complete or the Negative Declaration was adopted shows any of the following

A) The project will have one or more significant effects not discussed the previous EIR or negative declaration or

B) Significant effects previously examined will be substantially more severe than shown in the previous ErR or

C) Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project but the project proponents decline to adopt the mitigation measure or alternative or

D) Mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce one or more significant effects on the environment but the project proponents decline to adopt the mitigation measure or alternative

NOW THEREFORE BE IT RESOLVED that the City of Los Angeles Board of Water and Power Commissioners (Board) recognizes that a study of the proposed changes to the previously adopted ISIMND was made and the associated environmental effects assessed for the proposed Geotechnical Investigations for the North Haiwee Dam No2 Project This study is embodied in the Addendum on file with the Secretary ofthis Board This Board has reviewed and considered the information contained in such document which is incorporated in this Resolution and made a part hereof

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 19

BE IT FURTHER RESOLVED that this Board makes the following fIndings and determinations with respect to the proposed project

bull An Addendum was prepared which analyzed the potential environmental impacts associated with the construction and operation ofthe proposed project

bull As demonstrated in the environmental analysis of the currently proposed project modifIcations none of the conditions described in CEQA Guideline section 15162 calling for the preparation ofa subsequent EIR or negative declaration have occurred The proposed project modifIcations would not result in any additional signifIcant impacts nor would it increase the severity ofpreviously identifIed signifIcant impacts Therefore it can be concluded that pursuant to CEQA Guideline section 15164(b) the proposed project modifIcations are only minor technical changes or additions and as such an addendum to the 2004 MND for the Geotechnical Investigations at North Haiwee Dam Project may be prepared

Below is the proposed Mitigation Monitoring and Reporting Plan (MMRP) for the proposed Addendum This MMRP includes mitigation measures from the previously approved 2004 ISIMND as well as proposed changes to it in order to enhance its effectiveness Underline denotes a new measure while strikeout indicates a removed measure

Air Quality

bull The project specifIcations shall incorporate the applicable provisions of the Great Basin Valleys Air Pollution Control District Fugitive Dust Rule (Rule 401) provided below

A person shall take reasonable precautions to prevent visible particulate matter from being airborne under normal wind conditions beyond the property from which the emission originates Reasonable precautions include but are not limited to

1 Use where possible of water for control ofdust in trenching and boring operations

2 Application of water on dirt roads material stockpiles

3 Use ofwater chemicals chuting venting or other precautions to prevent particulate matter from being airborne in handling dusty materials to open stockpiles and mobile equipment and

4 Maintenance of roadways in a clean condition

bull The contractor shall discontinue construction activities during fIrst and second-stage smog alerts

Biological Resources

bull To compensate for the permanent loss ofhabitat LADWP will preserve Mohave ground squirrel habitat (Habitat Management Lands) at a 3 1 ratio at a location approved by CDFG Funding for the long-term management ofthe land preserved also is required LADWP and CDFG will negotiate the per-acre cost ofmanaging the lands to be preserved and fee title or conservation easement shall be granted to CDFG or other CDFG-approved non-profIt entity

Alternatively the preservation ofMohave ground squirrel habitat could be accomplished through elimination ofcattle grazing on lands owned by LlDWP in Jnyo County vvithin the geographic range ofMohave ground squirrel andor restomtion ofnative vegetation within the range and in habitat suitable for Mohave ground squirrel on LADWP public or state lands in Jnyo County In either case LADWP

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U~~~fer e title or a cOflservatiofl easemeflt oler the Habitat ManagemeBt Laads to ~rt~rms approved by the CDFG AlteFflatit-ely the traflsfer mad be to

another public entity or not profit corporation appro led by the CDFG d t) approed by the CDFG 1lfrer erms

bull A pre-construction environmental education program shall be conducted for all persons working on the project The education program shall include identification of sensitive biological resources on-site terms and conditions of the Incidental Take Permit and the California Endangered Species Act

bull Impacts to sanicle cyrnopterus shall be avoided where feasible through project redesigIl In particular Trench T 2 contains hve clusters of sanicle cyrnopterus If redesigIl of Trench T 2 to atOid impacts to sanicle cymopterus is not feasible a mitigation plan shall be negotiated with and approed by CDFG

bull Sanicle cymopterus populations near proposed geotechnical testing sites shall be flagged by a qualified biologist prior to testing activities and avoided by project personnel

bull A qualified biological monitor familiar with sanicle cymopterus shall be on-site during testing activities in the vicinity of this species

bull Project boundaries shall be clearly delineated prior to construction Existing roads shall be used to the greatest extent possible All project-related parking and equipment storage shall be confined to previously disturbed areas

bull A qualified biological monitor familiar with Mohave ground squirrel shall be on-site to monitor trenching and boring activities

bull Trash and food items shall be removed from the site daily and disposed ofproperly to avoid attracting ravens a common predator of the Mohave ground squirrel

bull Ramps shall be provided in trenches to allow animals to escape

bull All temporarily affected areas that were previously vegetated shall be restored with native plant species to accelerate recovery

bull During construction and at the completion of construction activities monthly and final compliance reports shall be provided to CDFG documenting the effectiveness of mitigation measures and the level of take associated with the project

bull Water from well-pump testing shall be discharged to the ground in Mohave ground squirrel habitat areas

bull Because project activities will disturb Mohave ground squirrel habitat in a recognized core area for the species land acquisition to compensate for habitat loss should focus on private or BLM disposal lands within the CosoOlancha core area ELM disposal lands west of the North Haiwee Dam (828 acres) are within the CosoOlancha core area and should be considered the top priority mitigation lands If land acquisition is not possible or proves difficult in CosoOlancha core area then land should be acquired in one ofthe following alternative areas (listed in order ofpreference)

1 In the Little Dixie Wash core area Kern County 2 In the corridor connecting the CosoOlancha core area and the Little Dixie Wash

core area 3 Adjacent to the CosoOlancha core area in Inyo County and 4 In the corridor connecting the Little Dixie Wash core area and the Edwards Air

Force Base Core Area in Kern County

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bull An authorized biologist or monitor shall guide project equipment around active ground squirrel burrows to reduce the likelihood of taking individual Mohave ground squirrels and minimize habitat disturbances

bull If a live Mohave ground squirrel is unearthed during project activities the Authorized Biologist shall rescue the squirrel and if it is the squirrels active period release it at least 50 meters from project activities If it is the squirrels dormant period then the biologist should construct an artificial burrow at least 50 meters from project activities and place the squirrel in the artificial burrow

bull Individual Joshua trees shall be avoided to the greatest extent possible Compensation for impacts to Joshua tree woodland shall be negotiated with CDFG prior to groundshydisturbing activities

bull Compensation for impacts to Mohave riparian forest shall be negotiated with CDFG prior to ground-disturbing activities

In addition to ensure that project impacts to other special-status wildlife species and Jurisdictional Waters and Wetlands would be mitigated to less than significant the following additional mitigation measures are recommended

bull Conduct pre-construction protocol surveys for desert tortoise Pre-construction surveys should be conducted no more than 30 days prior to construction operations Standard protocol language includes Protocol surveys for desert tortoise will follow the guidelines for linear projects stipulated in the Pre-Project Field Survey Protocol for Potential Desert Tortoise Habitats (USFWS 2010) As stated in this guideline a 10 meter wide belt that transects with 100 percent coverage would be conducted in all habitats capable of supporting the desert tortoise within the project area Ifneither tortoises nor sign are encountered during the Action Area surveys three additional 10 meter belt transects at 200 meter intervals parallel to the project area will be surveyed Surveys for determination of presence or absence are restricted to the desert tortoises active period which is April through Mayor September through October and at temperatures below 40 degrees Celsius

bull Should a desert tortoise burrow be observed during pre-construction surveys and the end is not visible the burrow should be scoped for tortoise occupancy All unoccupied burrows should be collapsed Should a live desert tortoise be observed during preshyconstruction surveys above- or below ground desert tortoise fencing must be installed around project work areas excluding access roads Tortoise fencing will avoid occupied burrows iffound Fence installation will require two desert tortoise clearance surveys within the exclusion area prior to beginning construction operations Any tortoises found within the exclusion fence the exclusion fence will be re-designed to exclude the tortoise from the project work area No handling of tortoises is permitted

bull A biological monitor is recommended for the duration ofproject construction operations Should a tortoise be observed during construction operations project activities will temporarily cease in the immediate area and allow the tortoise to move on its own accord

bull In accordance with federal and California State Endangered Species Acts the contractor shall immediately report all observations of desert tortoise or any listed species to LADWP Environmental Services and take care not to take or harass the species A LADWP Environmental Service Representative will inform appropriate federal and State resource agency personnel of the sighting

bull Implement pre-construction surveys and construction monitoring to minimize impacts to badger

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bull For any construction activities scheduled to occur during the nesting season (typically February 15 to July 31) pre-construction surveys should be conducted to identify any nesting birds If active nests are identified determine whether proposed activities within 200 feet could cause found nests to fail

Cultural Resources

bull Trenching boring and well locations in areas outside ofpreviously surveyed areas such as T -7 (EDA W 2003b) require a pedestrian archaeological survey and ifapplicable a record search prior to construction activities All activities shall be located to avoid historic and archaeological resources

bull Trenching and boring locations shall be located to avoid known historic or archaeological resources-in particular the historic and cultural resources at Trenches T-4 and T-5 and the geotechnical borings in and around CA-INY-22435703 CA-INYshy4591H HD-CS-OOIH (now CA-INY-6574) HD-CS-005H CA-INY-6575 (formerly HD-CS-002H) CA-INY-6577 and CA-INY-6585 shall be flagged for avoIdance A qualified archaeologist shall be retained to assist with determining acceptable location parameters for these trenches and borings The archaeologist is authorized to delineate the loci of the existing resources at Trenches T -4 and T -5 by use ofsmall-shovel test pits

bull A qualified cultural resources monitor shall be on-site during ground-disturbing activities at the adjusted Trench T-4 and T-510cations and at the borings in and around known cultural resources The cultural resources monitor shall have the authority to halt or redirect construction ifnew significant cultural resources are found

BE IT FURTHER RESOLVED that this Board fmds that with the implementation of the above mitigation measures potential impacts to air quality biological resources and cultural resources will be less than significant

BE IT FURTHER RESOLVED that this Board has reviewed and considered the information as contained in the proposed Addendum and that the Addendum reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board adopts the Addendum requires implementation of the mitigation measures adopts the Mitigation Monitoring and Reporting Plan approves the Geotechnical Investigations for the North Haiwee Dam No2 Project and approves the payment for permit and mitigation costs associated with this project

BE IT FURTHER RESOLVED that LADWP shall file a Notice of Determination with the Inyo County Clerk that finds that this Board has adopted the Addendum for the project that the Board has required implementation of the mitigation measures for the project that the Board has adopted the Mitigation Monitoring and Reporting Plan for the project and that there is no substantial evidence in light of the whole record that the project may have a significant effect on the environment

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of the record of proceedings for this project

ITEM NO 30 - Recommends approval of the Grid Reliability Study dated December 31 2010 that is required per Section 3B3 of the Once-Through-Cooling Policy Upon approval LADWP will fmalize and submit the Study to the State Water Resources Control Board and the Statewide Advisory Committee on Cooling Water Intake Structures Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Power System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 23

RESOLUTION NO 011-187

WHEREAS the Los Angeles Department of Water and Power (LADWP) has an obligation to provide adequate and reliable electricity service to its customers in The City of Los Angeles and

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners approves the Grid Reliability Study (GRS) dated December 31 2010

BE IT FURTHER RESOLVED that LADWP may use this GRS for submission to any agency or entity requiring LADWP to submit a reliability study

ITEM NO 31- Authorizes execution of Amendment No1 to Short Form IRU-12 Lease Agreement (Agreement No FO-500-092007) with Fox Entertainment Group Inc to continue to provide the Indefeasible Right of Use of a certain component of the LADWPs fiber optic network between 10351 Santa Monica Boulevard Los Angeles and Building 101 10201 Pico Boulevard Los Angeles The term ofAgreement is amended to five yeats Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-188

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 subordinate agreement to Optical Fiber Lease Agreement No FO-293-042004 (Master Agreement) between the Department of Water and Power of the City of Los Angeles (LADWP) and Fox Entertainment Group Inc was approved by the General Manager and became effective on January 18 2008 grants to Fox Entertainment Group Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 has an initial term of three (3) years which expired on January 18 2011 and

WHEREAS both the LADWP and Fox Entertainment Group Inc desire to extend the term of Short Form IRU-12 Lease Agreement No FO-500-092007 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No I to Short Form IRU-12 Lease Agreement No FO-500-092007 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Fox Entertainment Group Inc be and the same is hereby approved and ratified

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 the Assistant Secretary or the Acting Secretary ofthe Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 for and on behalfofLADWP

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ITEM NO 32 - Authorizes execution ofAmendment No1 to Short Form IRU-08 Lease Agreement (Agreement No FO-609-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network between One Wilshire 4th Floor MMR or MDF Room 624 South Grand Avenue Los Angeles California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to five years Submitted by ChiefOperating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-189

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-0l2006 (Master Agreement) between the Department ofWater and Power of the City of Los Angeles (LADWP) and Sohonet Inc was authorized by Board Resolution No 010-213 on February 22010 grants Sohonet Inc the Indefeasible Right ofUse ofa certain component ofthe LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 has an initial term of one (1) year which is set to expire on February 16 2011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-08 Lease Agreement No FO-609-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-08 Lease Agreement No FO-609-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 for and on behalfofLADWP

ITEM NO 33 - Authorizes execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement (Agreement No FO-610-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse ofa certain component of the LADWPs fiber optic network between ADS 948 Cahuenga Boulevard Hollywood California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to two years Submitted by Chief Operating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-190

WHEREAS this Short Form IRU-09 Lease Agreement No FO-61O-1212009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-01l2006 (Master Agreement) between the Department of Water and Power ofthe City of Los Angeles (LADWP) and Sohonet Inc was approved by the General Manager and became effective on February 19 2010 grants Sohonet Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 25

WHEREAS this Short Form IRU-09 Lease Agreement No FO-61 0-122009 has an initial term ofone (1) year which is set to expire on February 192011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-09 Lease Agreement No FO-610-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU -09 Lease Agreement No FO-61 0-122009 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 for and on behalfofLADWP

ITEM NO 34 - Authorizes execution ofAmendment No 1 to Purchase Order 49019-1 (New Agreement No 47003) with Phimation Strategy Group for consulting services for change management efforts and training This Amendment increases contract amount by $235750 and extends the contract one year All other contract terms remain the same Submitted by Chief Operating Officer

RESOLUTION NO 011-191

WHEREAS the Los Angeles Department of Water and Power (hereinafter referred to as LADWP) and Phimation Strategy Group (hereinafter referred to as Consultant) entered into a contract wherein Consultant agreed to assist the General Managers Office (GM) to conduct change leadership training and culture change program and

WHEREAS effective September 13 2010 the LADWP and Consultant entered into Purchase Order Agreement No 49019-1 (which together with all amendments and supplements thereto hereinafter shall be referred to as the Agreement) and

WHEREAS the LADWP proposes to execute Amendment No1 to Purchase Order 49019-1 to extend the term through February 122012 and

WHEREAS the LADWP proposes to amend Purchase Order 49019-1 to increase the contract amount from $149000 to $384750 converting the General Manager Award to a Board Award (New Agreement No 47003) and

WHEREAS the amendment is necessary and proper to continue or complete certain activities authorized under the Agreement

NOW THEREFORE BE IT RESOLVED that the LADWP and Consultant agree to amend the Purchase Order Agreement No 49019-1 as follows

Make an administrative change in the Agreement number from 49019-1 to 47003 2 The term ofthe Agreement has been extended through February 122012 3 The total cost ofthe Agreement is increased by $235750 for a maximum expenditure

limit of $384750

1

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 26

4 Add Line Item 002 to read as follows Change Leadership Training and Culture Change Program - Additional Services as described in Service Definition All not-to-exceed $235750

5 Delete and replace terms under Page 2 Service Definition 6 Delete and replace terms described under Pages 2-3 Invoice and Payments 7 Delete terms under Pages 3-4 Itemized Expenses in its entirety 8 Delete and replace terms described under Page 9 Termination

BE IT FURTHER RESOLVED that pursuant to City Charter Section 371 (e)(2) the use of competitive bidding for this agreement is not practicable or advantageous because the work to be performed is of an expert professional temporary and occasional character

BE IT FURTHER RESOLVED the Board finds in accordance with Charter 1022 of the Los Angeles City Charter that the services to be performed under this contract can be more economically and feasibly performed by an independent contractor than by City employees

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under this Agreement and

BE IT FURTHER RESOLVED that the President or 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 of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalfofLADWP

ITEM NO 35 - Awards Amendment No2 to Contract No 969 to Furnish and Deliver Tires and Tubes to TCI Tire Centers LLC for a cooperative purchase with City ofLos Angeles Department of General Services Division Contract No 58289 The amendment will increase the second optional period by $1012595 All other contract tenns shall remain the same Submitted by Chief Operating Officer and Chief Administrative Officer

RESOLUTION NO 19362

WHEREAS TCI Tire Centers LLC was awarded Contract No 969 a cooperative purchase to City ofLos Angeles Department of General Services Division Contract 58289 for furnishing and delivering of tires and tubes and

WHEREAS the Los Angeles Department of Water Power (LADWP) utilizes Contract No 969 to provide routine maintenance to LADWPs motor pool and

WHEREAS LADWPs Joint System recommends Amendment No2 to Contract No 969 with TCI Tire Centers LLC to increase the second optional period by $101259500 to $180000000 and

WHEREAS Contract No 969 is coterminous with the City ofLos Angeles Contract No 58289 which expires on May 31 2011 No additional time is needed

NOW THEREFORE BE IT RESOLVED that Amendment No2 to Contract No 969 is approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee is hereby authorized and directed to draw demands upon the Water and Power Revenue Funds in accordance with the terms of this amendment awarded pursuant to Contract No 969 and this resolution

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 27

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 themiddot Acting Secretary of the Board are hereby authorized and directed to execute said contract for and on behalf ofLADWP

ITEM NO 36 - Authorizes execution ofa Purchase and Sale Agreement ofReal Property at 12655 Garber Street Pacoima California for the Water Systems Garber Street Recycled Water Tank Project for the purchase price of$350000 plus closing and incidental expenses (Real Estate File W-36943) Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-192

W-36943 (Purchase ofFee Property Required for the Garber Street Recycled Water Tank)

WHEREAS the Los Angeles Department of Water and Power (LADWP) would like to acquire a parcel of land (which includes a residence) for the Garber Street Recycled Water Tank and

WHEREAS the LADWP has identified property owned by Jules M Adger (Seller) located at 12655 Garber Street Pacoima California which LADWP desires to acquire and

WHEREAS the Board ofCommissioners of the Los Angeles Department of Water and Power has the authority pursuant to Los Angeles City Charter Section 675(d)(1) to acquire by purchase all real property convenient for LADWP purposes

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners hereby approve substantially as to form the Purchase and Sale Agreement between LADWP and the Seller and

BE IT FURTHERRESOLVED 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 directed and empowered to execute said Purchase and Sale Agreement for and on behalf of the LADWP The Manager ofReal Estate is authorized empowered and directed to execute Escrow Documents and other related documents for and on behalf of the LADWPand

BE IT FURTHER RESOLVED that the Chief Accounting Employee ofLADWP upon proper certification is hereby authorized and directed to authenticate a demand or demands upon the proper revenue fund for payment of the $350000 purchase price plus closing and incidental expenses at least five days prior to the close ofescrow

ITEM NO 37 - Approves payment of $33890899 to the State ofCalifornia Department of Industrial Relations for Workers Compensation Self-Insurance Program administration fees for Fiscal Year 2010-201 L Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-193

WHEREAS the City of Los Angeles Department of Water and Power (LADWP) is selfshyinsured and self-administered for its workers compensation liability

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 28

BE IT RESOLVED that the payment ofWorkers Compensation Self-Insurance Program administration fees for the Fiscal Year 2010-2011 as assessed by the State of California Department of Industrial Relations in their invoice dated November 302010 is $33890899 and pursuant to California Labor Code Sections 625 and 626 is authorized and directed

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to authenticate a demand on the Water Revenue Fund in payment of the above fees arising from the requirements of California Labor Code 625 and 626

ITEM NO 39 - Approves the water quality improvement demand side management reclaimed water and water security expenditures for the twelve month period commencing July 1 2011 Submitted by Chief Operating Officer Interim Chief Financial Officer and

Senior Assistant General Manager - Water System

RESOLUTION NO 011-194

WHEREAS Water Rates Ordinance No 170435 as amended by Ordinance Nos 171639 173017 175964 177968 and 179802 authorizes the recovery of certain qualified Board approved expenditures for Water Quality Improvement Programs through the Water Quality Improvement Adjustment Factor for Demand Side Management and Reclaimed Water Programs through the Water Procurement Adjustment Factor and Water Security costs through the Water Security Adjustment Factor

NOW THEREFORE BE IT RESOLVED that the Board approves Schedules A B C and D which are on file with the Secretary of the Board which describe and identifY (A) water quality expenditures totaling $3374 million (B) demand side management expenditures totaling $310 million (C) reclaimed water expenditures totaling $761 million and (D) water security expenditures totaling $686 million for the twelve-month period from July 1 2011 through June 30 2012

ITEM NO 40 - Authorizes the issuance ofa maximum of $350 million of Water System Refunding Revenue Bonds for the purpose of refinancing higher interest rate bonds with lower interest rate bonds Council approval is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 4831

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMISSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing ofUp to $350000000 Pursuant to Section 609 of The Charter ofThe City ofLos Angeles Through the Issuance of

Revenue Bonds Payable from the Water Revenue Fund

Resolution No- 4831

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City of Los Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power ofthe City of Los Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter of The City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Water Revenue Fund to evidence the indebtedness created by such borrowing

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 29

Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations of the Department payable from the Water Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

THREE HUNDRED FIFTY MILLION DOLLARS ($350000000)

and said Bonds are to be issued in one or more series or sub series at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number of days elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer ofthe Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 ofOrdinance No 172353 of the City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 of Division 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale ofeach series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with respect to the Bonds shall not exceed ten percent ofthe principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 ofthis Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest costfor the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number ofdays elapsed

Section 9 The authorization ofthe issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance ofbonds on account of the Water System heretofore made by resolution of this Board

Section 10 The Secretary ofthis Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices ofthe Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office ofAdministrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 30

ITEM NO 41-Authorizes the issuance ofa maximum of$I5 billion ofPower System Refunding Revenue Bonds to refinance or replace existing Power System Revenue Bonds mostly set with higher interest rates with lower rates thereby lowering LADWPs cost of debt Council approval is required Submitted by ChiefOperating Officer and Interim Chief Financial Officer

RESOLUTION NO 4830

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMSSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing of Up to $1500000000 Pursuant to Section 609 of The Charter of The City of Los Angeles Through the Issuance of

Revenue Bonds Payable from the Power Revenue Fund

Resolution No 4830

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City ofLos Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power of the City ofLos Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter ofThe City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Power Revenue Fund to evidence the indebtedness created by such borrowing

Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations ofthe Department payable from the Power Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

ONE BILLION FIVE HUNDRED MILLION DOLLARS ($1500000000)

and said Bonds are to be issued in one or more series or subseries at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of 365 days for the actual number ofdays elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer of the Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 of Ordinance No 172353 ofthe City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 ofDivision 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale of each series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 31

is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with re~pect to the Bonds shall not exceed ten percent of the principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 of this Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of365 days for the actual number of days elapsed

Section 9 The authorization of the issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance of bonds on account of the Power System heretofore made by resolution of this Board

Section 10 The Secretary of this Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices of the Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office of Administrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

ITEM NO 42 - Authorizes execution of Agreement No 47582 with Dewey amp LeBoeufLLP for Legal Services related to Merger and Acquisition Transactions to divestiture of power assets and the potential acquisition of non-carbon replacement assets The total amount not to exceed $1000000 for a term ofeighteen months Submitted by Chief Operating Officer and General Counsel

RESOLUTION NO 011-195

WHEREAS the Office of the City Attorney (City Attorney) on behalf ofthe Los Angeles Department of Water and Power (LADWP) solicited requests for proposals from law firms to assist the City Attorney in providing LADWP advice and representation in matters related to the Departments merger and acquisition transactions (M amp A) to divestiture ofpower assets and the potential acquisition of non-carbon replacement assets

WHEREAS the City Attorney selected the law finn of Dewey amp LeBoeuf LLP from a competitive bidding process for providing the necessary legal services and

WHEREAS the City Attorney finds that an appropriation of$lOOOOOO for a period of eighteen months is necessary at this time to manage anticipated M amp A transactions

BE IT RESOLVED that in compliance with City Charter Section 1022 the Board of Water and Power Commissioners of the City ofLos Angeles (Board) finds it is more feasible to have the assistance ofoutside counsel due to the complexity of and the expertise required for the aforementioned transactions

BE IT FURTHER RESOLVED the President or 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 of the Board be and they are hereby authorized and directed to execute Agreement No 47582 (or one in substantial form and content as the one submitted herewith as determined by the City Attorney) for and on behalf ofLADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 32

BE IT FURTHER RESOLVED that the Chief Accounting Employee of LADWP upon proper certification be and is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under said Agreement

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 48 - Reports were given by Management concerning matters relating to Department operations as follows

a) Integrated Resource Plan Update (Michael Webster Power Engineering Manager)

b) Renewable Portfolio Standard Project Update

Deemed accepted

c) 2010 Urban Water Management Plan (Tom Erb Director of Water Resources)

Written recommendations approved by the General Manager transmitting the following resolutions approved as to form and legality by the City Attorney

ITEM NO5 - Approval of the minutes of the January 4 2011 regular meeting of the Board of Water and Power Commissioners

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO6 - Authorizes award of Specification No 199 to Furnish and Deliver Meters Cold Positive Displacement Type to Neptune Technology Group Inc for a total amount not to exceed $22692293 for a term of one year with two optional one-year periods Submitted by Chief Operating Officer Senior Assistant General Manager - Water System and Chief Administrative Officer

RESOLUTION NO 19363

WHEREAS this contract is to furnish and deliver Meters Cold Positive Displacement Type and

WHEREAS Neptune Technology Group Inc is the lowest compliant bidder under Specification No 199 and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Water System recommends that Neptune Technology Group Inc be awarded a contract under Specification No 199

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 33

NOW THEREFORE BE IT RESOLVED that Neptune Technology Group Inc is awarded Contract No 199 for a total maximum amount not to exceed $2269229300 which includes all optional periods for a term of one-year with two optional one-year extensions under Specification No 199 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the President or Vice President 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 contract for and on behalf of the LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 199 and this Resolution

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO7 - Authorizes award of Specification No 217 to Furnish and Deliver Broadcaster Network Equipment and Software to Evertz Microsystems Ltd for a total amount not to exceed $4750000 for a term of one year with four optional one-year periods Council approval is required Submitted by Chief Operating Officer and Chief Administrative Officer RESOLUTION NO 19364

WHEREAS the Los Angeles Department of Water and Power (LADWP) identified broadcaster video network service as an innovative growth opportunity serving Los Angeles extensive entertainment industry and developed the VideoMAN infrastructure and

WHEREAS this contract is to furnish broadcaster video network equipment and software providing LADWP with the spares and upgrades to meet the demands for this service and

WHEREAS without a contract the LADWP will not be able to support its existing customers and will suffer customer and revenue loss and

WHEREAS LADWPs Joint System recommends a sole source contract be awarded to Evertz Microsystems Ltd (Evertz) the manufacturer of the original equipment and

WHEREAS this contract combined with previous contracts with Evertz constitutes continued contracting exceeding the three year time period set by Ordinance

THEREFORE BE IT RESOLVED that Evertz Microsystems Ltd is awarded a sole source contract under City Charter Section 371(e)(7) for a total amount not to exceed $475000000 which includes all optional periods for a term of one year with four optional one-year periods under Specification No 217 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to draw demands on the Water and Power Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 217 and this resolution

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 34

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Agreements for and on behalfof LADWP after approval by the Los Angeles City Council pursuant to Administrative Code 105

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 20 - Authorizes execution of Confidentiality Agreement DWP No BP 11-001 with California High-Speed Rail Authority in order to assist in its design and development of the California High Speed Rail Project for a term of three years and at no cost Submitted by Chief Operating Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 011-196

WHEREAS California High Speed Rail Authority (CHSRA) desires to engage in a Cocentidentiality Agreement with the Los Angeles Department of Water and Power (LADWP) to maintain proprietary matters confidential for security purposes and

WHEREAS LADWP and CHSRA recognize that utility infrastructure information must remain confidential for security purposes and

WHEREAS CHSRA needs to review the confidential information ofLADWP to design and develop the California High-Speed Train Project The expiration will be three years from the date ofapproval

NOW THEREFORE BE IT RESOLVED that the Confidentiality Agreement DWP No BP 11-001 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and High Speed Rail Authority be and the same is hereby approved and

BE IT FURTHER RESOLVED that the President or the Vice President of the Board or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized and directed to execute the Agreement for and on behalf of LAD WP

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 21- Authorizes execution ofAmended Memorandum of Understanding on Imperial Valley Geothermal Feasibility and Exploration LADWP No BP 09-025A with the Imperial Irrigation District Southern California Public Power Authority and the Cities of Burbank Glendale Colton and Pasadena The amendment will change a number of provisions in the MOU including adding 160 acres ofLADWP owned property LADWP expenditures will not exceed $18 million and the term is for six years from 2011 to 2016 Submitted by ChiefOperating Officer and Senior Assistant General Manager - Power System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 35

RESOLUTION NO 011-197

WHEREAS the original Memorandum ofUnderstanding (MOU) of Imperial Valley Feasibility and Exploration LADWP No BP 09-025 among the Los Angeles Department of Water and Power (LADWP) Imperial Irrigation District (lID) Cities of Burbank Glendale Colton Pasadena and the Southern California Public Power Authority (SCPPA) was approved by this Board ofWater and Power Commissioners (Board) on September 1 2009 under Resolution No 010-081 and

WHEREAS the Board conditionally approved Geothermal Lease Agreement No1 LADWP No BP 09-028 on September 15 2009 under Resolution No 010-100 upon the prerequisite that LADWP add its procurement policies and procedures to the original MOU and

WHEREAS the lID Board concurrently requested an amendment to the original MOU to incorporate an Exploration Structure Due Diligence Effort as a precondition to its approval of the MOU and

WHEREAS the parties of the original MOU renegotiated the terms and conditions to include an additional 160 acres ofreal property owned by LADWP LADWPs procurement policies and procedures and incorporate a preliminary assessment identified as the Exploration Structure Due Diligence Effort

NOW THEREFORE BE IT RESOLVED that the Amended MOU on Imperial Valley Feasibility and Exploration LADWP No BP 09-025A among LADWP lID Cities of Burbank Glendale Colton Pasadena and SCPP A 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 General Manager or Acting General Manager or such person that the General Manager or Acting General Manager shall designate in writing is hereby authorized and directed to execute the Amended MOU for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the funding for the Imperial Valley Feasibility and Exploration project previously approved by this Board on September 1 2009 under Resolution No 010-081 shall remain in effect subject to the reapportionment identified within the Amended MOU (LADWP No BP09-025A) and related appendices

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person that the General Manager or Acting General Manager designates in writing is hereby authorized to perform all duties and obligations as project manager set forth in the Amended MOU

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising from or related to exploration costs and manage any payment offset or credits for any applicable annual rental payments in accordance with the terms and conditions ofthe Amended MOU on Imperial Valley Feasibility and Exploration (LADWP No BP 09-025A)

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 36

ITEM NO 26 - Authorizes LADWPs General Manager to Execute Amendment No 10 Lease PRC 80799 with the California State Lands Commission allowing LADWP to implement gravel cover as Best Available Control Measures on 203 square miles of area on Owens Lake Total costs estimated to be $165473750 and term is December 102010 to May 1 2019 Submitted by Chief Operating Officer and Senior Assistant General Manager shyWater System

RESOLUTION NO 011-198

WHEREAS the Los Angeles Department of Water and Power (LADWP) as part of construction and implementation of the Owens Lake Dust Mitigation Program (OLDMP) has implemented dust mitigation measures and constructed facilities on portions of Owens Lake on sections of State land under the jurisdiction of the California State Lands Commission (CSLC) and

WHEREAS OLDMP activities have been allowed among other authorizations under Lease PRC 80799 and its nine amendments with CSLC and

WHEREAS LADWP is required by the Great Basin Unified Air Pollution Control District (GBUAPCD) to implement OLDMP Phase 8 gravel cover as Best Available Control Measures by November 6 2012 on certain sections of State land under the jurisdiction of CSLC and

WHEREAS on December 102010 CSLC approved Lease PRC 80799 Amendment No 10 that incorporates activities of the OLDMP Phase 8 into Lease PRC 80799 and

WHEREAS CSLC has sent Lease PRC 80799 Amendment No 10 for execution by the General Manager ofLADWP and

WHEREAS the cost of complying with the lease conditions such as purchase of Carbon OffsetslRenewable Energy Public Trust Value mitigation and Attorneys Fees commitment in Lease PRC 80799 Amendment No10 require the City of Los Angeles Board of Water and Power Commissioners approval and

WHEREAS the cost of complying with the lease conditions is estimated to be $165473750 and

WHEREAS Lease PRC 80799 and the first eight amendments duration is for 20 years and covers LADWPs various dust control measures operations and activities from May 1 1999 to May 12019 and

WHEREAS Lease PRC 80799 Amendment No 9s duration is for three years from June 28 2010 or until such time as a Master Plan for Owens Lake is approved by the CSLC and covers LADWPs tillage dust control measures operations and activities and

WHEREAS Lease PRC 80799 Amendment No 10s duration is from December 102010 to May 12019 and

NOW THEREFORE BE IT RESOLVED that Lease PRC 80799 Amendment No1 0 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between the Department of Water and Power of the City of Los Angeles and the California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratify and execute said lease amendment for and on behalf of the LADWP

Approval moved by Commissioner Parfrey

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 37

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey

Noes None

ITEM NO 38 - A written recommendation was received from the Chief Operating Officer and Interim Chief Financial Officer approved by the General Manager recommending the adoption of a resolution approved as to form and legality by the City Attorney authorizing execution ofAgreement No47002 with P A Consulting Group Inc to analyze and assist the Los Angeles Department ofWater and Power to develop a revenue requirement and rate structure

This item was withdrawn

ITEM NO 43 - Adopts an ordinance by the Council of the City ofLos Angeles transferring surplus money from the Power Revenue Fund to the City Reserve Fund during the 20102011 fiscal year the sum of$258815000 Council approval by ordinance is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 011-199

BE IT RESOLVED

1 That the Charter provides that this Board may after the close ofa fiscal year consent to a transfer of surplus money from the Power Revenue Fund to the Reserve Fund of the City based on audited financial data and

2 That this Board finds and determines after first considering and subject to all covenants made by the Department with respect to transfers from the Power Revenue Fund that there is surplus money in the Power Revenue Fund as of the close of fiscal year 200911 0 and consents to the transfer of $258815000 of said surplus money to the Reserve Fund of the City during fiscal year 201011 and pursuant to the terms ofthis resolution and

3 That this Board does further consent that the Council ofThe City ofLos Angeles adopt an ordinance in words and figures substantially as follows to wit

ORDINANCE NO

An ordinance directing the transfer of surplus money from the Power Revenue Fund of the Department of Water and Power to the Reserve Fund ofThe City of Los Angeles during Fiscal Year 20 WIll

THE PEOPLE OF THE CITY OF LOS ANGELES DO ORDAIN AS FOLLOWS

Section 1 Subject to audited fmancial data for fiscal year ended 200910 and all covenants made by the Department of Water and Power (Department) with respect to transfers from the Power Revenue Fund and subject to there having been and only to the extent that there was surplus money in the Power Revenue Fund at the close of the 200910 fiscal year and subject to the declaration ofconsent adopted by the Board of Water and Power Commissioners it is hereby directed that $258815000 be transferred from the Power Revenue Fund of the Department to the Reserve Fund of the City during the 201011 fiscal year

Section 2 The City Clerk shall certify to the passage of this ordinance and have it published in accordance with Council policy either in a daily newspaper circulated in the City of Los Angeles or by posting for ten days in three public places in the City ofLos Angeles one copy on the bulletin board located in the Main Street entrance to the Los Angeles City Hall

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one copy on the bulletin board located at the Main Street entrance to the Los Angeles City Hall East and one copy on the bulletin board located at the Temple Street entrance to the Los Angeles County Hall ofRecords

BE IT FURTHER RESOLVED that after the adoption of an ordinance as set forth in (3) above the Chief Accounting Employee of this Department is directed upon certification by the General Manager to cause to be transferred $129407000 within 10 days after the effective date of the ordinance in one lump sum payment from the Power Revenue Fund of the Department to the Reserve Fund ofthe City and to cause to be transferred the remaining amount in equal monthly installment payments from the Power Revenue Fund of the Department to the Reserve Fund of the City so that by June 30 2011 $258815000 has been paid Such transfers shall be made only after the City has paid the Power Revenue Fund all monthly charges for power services for which the City was billed by the Department

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 44 - Authorizes execution ofAgreement No WR 10-1030 with the Los Angeles Department ofPublic Works Bureau of Sanitation and West Basin Municipal Water District for Recycled Water Services to the Los Angeles Harbor Area for the design construction and operation of the facilities needed to produce and convey 9300 acre-feet per year of recycled water to LADWPs large industrial and irrigation customers LADWP will fund up to $111979472 for new and existing capital improvements and the initial term ofthirty years which may be extended in increments often years Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-200

WHEREAS one of the primary goals of the Los Angeles Department ofWater and Power (LADWP) is to ensure that the City of Los Angeles (City) has a reliable water supply and

WHEREAS in response to the Citys potable water supply challenges LADWP in 2008 prepared the Water Supply Action Plan titled Securing LAs Water Supply that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

WHEREAS LADWP entered into a 25-year agreement (adopted by the Board under Resolution No 91-0344) with the Los Angeles Department ofPublic Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) on June 3 1991 which allows WBMWD to purchase secondary effluent from the PW BOS Hyperion Treatment Plant (HTP) and in exchange LADWP is allowed to purchase 25000 AFY of tertiary treated Title 22 recycled water from WBMWD at an amount no greater than WBMWDs actual cost to produce and reconvey the recycled water back to LADWP and

WHEREAS WBMWD owns and operates the Juanita Millender-McDonald Carson Regional Water Recycling Plant (CRWRP) located in the City of Carson just north of the LADWP service area and

WHEREAS the Harbor Refineries Recycled Water Pipeline Project currently being constructed will provide the delivery method for recycled water in the Los Angeles Harbor Area to large industrial and irrigation customers and will include a point-of-connection at the Los Angeles City boundary with the City of Carson and

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WHEREAS to accomplish delivery of nitrified Title 22 recycled water to Los Angeles Harbor Area customers new treatment facilities need to be constructed at the CRWRP including expansion of the nitrification treatment facilities at the CRWRP as well as the construction of a pipeline in the City of Carson to a point-of-connection at the boundary to the City of Los Angeles and

WHEREAS PWBOS agrees to supply secondary effluent from the HTP to WBMWD and LADWP agrees to purchase tertiary treated disinfected nitrified Title 22 recycled water from WBMWDand

WHEREAS WBMWD has agreed to provide a reliable source of nitrified Title 22 recycled water to the Los Angeles Harbor Area and

WHEREAS the facilities being built by WBMWD and the dedicated current facilities owned by WBMWD to assist LADWP with supplying recycled water will benefit the citizens of Los Angeles for 30 years

NOW THEREFORE BE IT RESOLVED that the proposed Agreement approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP PWBOS and WBMWD be and the same is hereby approved and

BE IT FURTHER RESOLVED that the ChiefAccounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of the obligations arising under this Agreement

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Agreement No WR 10-1030 for and on behalf of LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee will recognize the funds paid to WBMWD to construct to expand and to dedicate WBMWDs assets so as to have the ability to serve LADWP shall be accounted for as a regulatory asset of the Water System that will be amortized over the life of the project which is 30 years

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 45 - Authorizes execution ofAmendment No 1 to Agreement with Los Angeles Public Works Bureau of Sanitation and West Basin Municipal Water District (Resolution No 91-0344) This Amendment supports the City of Los Angeles commitment to maximize the reuse ofwastewater effluent for beneficial reuse The term remain the same Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-201

WHEREAS in response to the City of Los Angeles (City) potable water supply challenges LADWP in 2008 prepared Securing LAs Water Supply a water supply action plan that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

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WHEREAS LADWP has identified the potential for significant amounts of recycled water usage for industrial purposes in the Los Angeles Harbor Area (Harbor Area) and

WHEREAS there is an existing agreement adopted by the Board under Resolution No 91-0344 (Agreement) among and between LADWP the Los Angeles Department of Public Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) that allows for the conveyance ofsecondary effluent produced at the PWBOS Hyperion Wastewater Treatment Plant (HTP) to the WBMWD Edward C Little Water Recycling Plant (ECL) in EI Segundo California for tertiary treatment and subsequent beneficial reuse and

WHEREAS to provide recycled water to the Harbor Area and to adjacent areas Amendment No 1 to Agreement (Amendment) is necessary to increase WBMWDs secondary effluent wastewater conveyance capability by expanding their existing pump station located at the HTP to a planned ultimate capacity of 70 million gallons per day (MGD) to convey secondary effluent from HTP to ECL and

WHEREAS the PWBOS has the resources and technical expertise to perform wastewater source control pollution prevention and the public outreach activities necessary to comply with all required recycled water regulatory requirements imposed by the State of California Department of Public Health and California Regional Water Quality Control Board and

WHEREAS designating PWBOS as the responsible agency to perform source control will ensure compliance with National Pollution Discharge Elimination Systems permit requirements for which PWBOS will be reimbursed by WBMWD

NOW THEREFORE BE IT RESOLVED that the proposed Amendment approved as to form and legality by the City Attorney and filed with the Secretary of the Board to increase secondary effluent wastewater conveyance and to designate PWBOS as the agency responsible for wastewater source control is hereby approved

BE IT FURTHER RESOLVED that the President or Vice President of this Board the General Manager or such person as the General Manager shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of the Board are hereby authorized empowered and directed to execute said Amendment for and on behalfof LADWP

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 46 - A written recommendation was received from the Personnel Relations Committee that the Board approve their report relative to Grievance No B-074-09 filed by Mr James R Cole

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

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The following items were presented by the Secretary and ordered filed

ITEM NO 47-A - A report from the Interim Chief Financial Officer showing receipts disbursements and cash balances of the Water and Power Revenue Funds for the month ending December 312010 as follows

REVENUE FUNDS (in thousands)

WATER POWER Beginning Balance December 1 2010 $ 281806 $ 688330

ADD Customer Collections 110560 297326 DWP Interfund Transfers 89106 29923 IPP Subordinated Notes 11343 Other City Departments 6040

Total Receipts $ 199931 $ 344632

LESS Payments to Vendors 62276 237418 Bond Redemption and Interest 57863 124941 Payrolls 23817 52513 SewerlUtility Taxes 38316 49427 DWP Interfund Transfers 36036 42291 Other City Departments 8377 Total Disbursements $ 218321 j 514~967

Ending Balance December 31 2010 $ 263416 $ 517995

ITEM NO 47-B - Monthly report ofactivities for the following units

bull Water System (December 2010)

bull Power System (November 2010)

bull Financial Services Organization (November 2010IDecember 2010)

ITEM NO 47-C - Reports for informational purposes

bull Quarterly Status Report on Water Quality Regulatory Compliance Projects

bull Investment Report Quarter Ending September 30 2010

bull Legislative and Regulatory Update

THE BOARD shall recess to closed session for a conference with legal counsel regarding

A Existing litigation in the following matter

1 Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

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2 City of Los Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

B Anticipated litigation in the following matters

1 Discussion regarding initiation of litigation (1 case) pursuant to Subdivision (c) of Section 549569 of the California Government Code

2 Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

MEETING RECESSED at 1240 pm

MEETING RECONVENED at 1250 pm

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 lO22 AM Page 43

Los Angeles California February 12011

MINUTES OF CLOSED SESSION OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

HELD IN ROOM 1555-H FEBRUARY 12011

1250 PM

Meeting called to order by President Thomas S Sayles and roll called

Present Commissioners President Sayles Eric Holoman Christina E Noonan Jonathan Parfrey

Absent None

A quorum present

In attendance were the following

Ronald O Nichols General Manager Martin L Adams Director of Water Operations Oscar Alvarez Electrical Engineer Aram H Benyamin Senior Assistant General Manager - Power System Joseph Brajevich Assistant General Counsel Water and Power Dirk Broersma Assistant City Attorney Richard M Brown General Counsel Water and Power Priscila Castillo Deputy City Attorney Michael A Coia Executive Director ofPower System Operations and Maintenance Lonnie Eldridge Deputy City Attorney James B McDaniel Senior Assistant General Manager - Water System Lorraine Paskett Senior Assistant General Manager - Sustainability Programs

and External Affairs Ann M Santilli Interim Chief Financial Officer Mark J Sedlacek Director of Environmental Affairs Kenneth Silver Electrical Service Manager Eskel H Solomon Assistant City Attorney Cecilia KT Weldon Chief Administrative Officer

Also in attendance

David Kim Mayors Office

A CLOSED SESSION was held for a conference with legal counsel regarding

Existing litigation in the following matters

ITEM NO 49 Al Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

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Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$14263507 to Allstate Insurance Company in full and complete settlement ofLADWP Claim Number 1026286

RESOLUTION NO 011-202

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Power Revenue Fund in the sum of $14263507 to be paid in the form ofa draft to Allstate Insurance Company Said payment is in full compromise and complete settlement ofLADWP Claim Number 1026286 which arose out of fire damage to personal and real property at 4333 Griffin Avenue Los Angeles California on September 25 2009 The City Attorney is hereby authorized to deliver said draft to Allstate Insurance Company andor the Law Office of Cuibreth amp Schroeder LLR upon receipt of a properly executed Full Release of All Claims and Request for Dismissal

Seconded by President Sayles and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Anticipated litigation in the following matter

ITEM NO 49 B2 (1st case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$5935695 to Landmark Property Management Group LLC in full compromise and complete settlement ofLADWP Claim Number 1027520

RESOLUTION NO 011-203

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $5935695 to be paid as follows a draft in the amount of $5935695 payable to Landmark Property Management Group LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1027520 which arose out of damage done to the structure known as the Santa Fe Loft Apartments at 121 East Sixth Street Los Angeles on August 5 2010 as the result of a Water System water main break The City Attorney is hereby authorized to deliver said draft to Landmark Property Management Group LLC upon receipt ofa properly executed Full Release of All Claims and Request for Dismissal

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

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Anticipated litigation in the following matter

ITEM NO 49 B2 (20d case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(l) of Section 549569 of the California Government Code

Discussion held action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$8000000 to National Subrogation Services in full compromise and complete settlement ofLADWP Claim Number 1025898-19

RESOLUTION NO 011-204

BE IT RESOLVED by the Board ofWater and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $8000000 to be paid as follows a draft in the amount of $8000000 payable to National Subrogation Services LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1025898-19 which arose out of damage to the business known as Canyon Beachwear located at 13035 Ventura Boulevard Studio City on September 52009 The City Attorney is hereby authorized to deliver said draft to National Subrogation Services LLC upon receipt of a properly executed Full Release ofAll Claims and Request for Dismissal

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Existing litigation in the following matter

ITEM NO 49 A2 - City ofLos Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

Discussion held - no action taken

Anticipated litigation in the following matter

ITEM NO 49 B2 (3rd case) - Discussion regarding significant exposure to litigation (3 caSes) pursuant to Subdivision (b )(1) of Section 549569 of the California Government Code

Discussion held - action taken but not a final action that was reportable

Anticipated litigation in the following matter

ITEM NO 49 Bl- Discussion regarding initiation oflitigation (l case) pursuant to subdivision (c) of Section 549569 of the California Government Code

Discussion held - no action taken

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COMMISSIONER NOONAN moved the meeting be adjourned

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Meeting adjourned at 1 30 pm

An announcement was made in the Board Room regarding adoption ofthree resolutions one pertaining to the settlement of Los Angeles Superior Court Case Number BC448561 and two pertaining to the settlement ofLADWP Claim Number 1027520 and LADWP Claim Number 1025898-19

SIGNED

~AtrufL~~ SECRETARY

ATTEST

vs~ PRES~T

Page 13: Los Angeles, California, February 1,2011 WATER AND POWER

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WHEREAS by reducing the amount of replacement water imported from other sources including the Sacramento-San Joaquin Delta the CI Landscape Program reduces the amount of energy used to convey water to users in Los Angeles

WHEREAS the CI Landscape Program has converted 1868119 square feet of turf saving 46535174 gallons ofwater (14281 AF) per year to date

WHEREAS LADWP desires to apply for grant funding in order to expand the CI Landscape Program as detailed in the funding plan and schedule in the application and

WHEREAS the BOR requires approval ofan agencys governing body for each grant funding application

NOW THEREFORE BE IT RESOLVED that an application be made to the BOR for a Water and Energy Efficiency Grant The LADWP is hereby authorized to enter into an agreement to receive a grant for the Project

BE IT FURTHER RESOLVED that the Board of Water and Power Commissioners designates the Senior Assistant General Manager - Water System or his designee (registered engineers) to prepare all necessary data file such application and enter into a grant funding agreement with the BOR and hereby authorizes the Director of Water Resources or his designee (registered engineers) to approve Claims for Reimbursement and to sign performance reports required by a grant funding agreement

ITEM NO 25 - Authorizes LADWPs General Manager to Execute Agreement No R 04310 with the California State Lands Commission (CSLC) allowing LADWP to reimburse reasonable costs incurred by CSLC for application processing and enviromnental documentation associated with the preparation ofa Master Plan for the Owens Lakebed Total costs to LADWP is estimated to be $1003084 with a term of three years Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-183

WHEREAS in March 2010 the Los Angeles Department ofWater and Power (LADWP) initiated a broad collaborative project with diverse interest groups to develop a Master Plan for the Owens Lakebed and

WHEREAS the Master Plan will focus on dust mitigation water efficiency methods habitat and wildlife and potential renewable energy development and

WHEREAS LADWP as part of construction of the Owens Lake Dust Mitigation Program has implemented dust mitigation measures and constructed facilities on certain portions of Owens Lakebed on sections of State land under the jurisdiction of the California State Lands Commission (CSLC) and

WHEREAS CSLC who owns over ninety percent of the Owens Lakebed is a key interest group participating in the development of the Master Plan and has approval authority over the plan and

WHEREAS under Agreement No R 04310 between CSLC and LADWP CSLC has estimated the total cost in processing the application and preparation of enviromnental documents for the Master Plan to be $835903 and the duration is from April 12010 through March 30 2013 with CSLCs cost of construction compliance and mitigation monitoring to be determined as the project progresses and

WHEREAS LADWP is requesting a 20-percent contingency fund to cover the anticipated construction compliance and mitigation monitoring costs bringing the total authorized fund to $1003084 and

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WHEREAS Agreement No R 04310 would allow LADWP to reimburse reasonable costs incurred by CSLC for application processing environmental documentation and construction compliance and mitigation monitoring associated with the preparation ofa Master Plan for Owens Lakebed

NOW THEREFORE BE IT RESOLVED that Agreement No R 04310 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between the Department of Water and Power of the City ofLos Angeles and California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of costs of the California State Lands Commission as stipulated under Agreement No R 04310 up to the total amount of $1003084 and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratifY and execute said Agreement No R 043101 for and on behalf of the LADWP

ITEM NO 27 - Authorizes execution of Memorandum ofAgreement with the Los Angeles Department ofPublic Works Bureau of Sanitation the Los Angeles Department ofPublic Works Bureau of Street Services and The River Project to develop and construct the Woodman Avenue Multi-Beneficial Stormwater Capture Project The total project cost estimate is $3396750 ofwhich LADWP is contributing $1200000 for project funding and $150000 for Grant administration Construction completion is scheduled for November 2012 Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-184

WHEREAS the City ofLos Angeles (City) possesses the right to the surface waters of the Los Angeles River its tributaries and the native groundwater ofthe San Fernando Basin in accordance with the California Superior Courts Judgment dated January 26 1979 in The City oLos Angeles vs City oSan Fernando et al Case No 650079 and

WHEREAS local groundwater has historically comprised approximately 15 percent of the Citys water supply which is partially dependent upon replenishment from stormwater flows and

WHEREAS LADWP desires to optimize the use oflocal water resources including stormwater and groundwater to reduce the Citys dependence on imported water supplies and

WHEREAS LADWP is committed to pursuing opportunities to maximize groundwater recharge to sustain and augment the long-term reliability of the Citys groundwater supply in the San Fernando Basin and

WHEREAS LABOS is a bureau of the municipally owned Los Angeles Department ofPublic Works responsible for collecting cleaning and recycling solid and liquid waste including stormwater and urban runoff and

WHEREAS LABSS is a bureau of the municipally owned Los Angeles Department ofPublic Works responsible for street and alley construction and maintenance and

WHEREAS TRP is a non-profit 501(c)(3) organization dedicated to watershed protection conservation and enhancement in Los Angeles County TRP authored the TujungaJPacoima Watershed Plan and has extensive experience studying the Tujunga Watershed and its comprehensive environments and

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WHEREAS LADWP LABOS and TRP are committed to pursuing opportunities to enhance water conservation stormwater capture improve water quality and increase open space and

WHEREAS LADWP LABOS and TRP have jointly identified Woodman Avenue located in the San Fernando Valley as a unique opportunity to capture treat and infiltrate a significant volume ofstormwater runoff on an annual basis and

WHEREAS LADWP LABOS LABSS and TRP wish to enter into the proposed Memorandum of Agreement (MOA) to develop and construct the Woodman Avenue Multishybeneficial Stormwater Capture Project (Project) and

WHEREAS the Project will result in the capture treatment and infiltration ofan estimated 80 acre-feet of stormwater per year and

WHEREAS the estimated Project costs are $3396750 and

WHEREAS LADWP in partnership with LABOS and TRP was awarded $1646750 by the 2008 CALFED Watershed Grant Program for the Project and

WHEREAS LABOS has agreed to fund the project management engineering design and construction management of up to a maximum of $400000 and

WHEREAS LADWP has agreed to provide up to $1200000 for construction and $150000 for staff support and

NOW THEREFORE BE IT RESOLVED that the proposed MOA between and among LADWP LABOS LABSS and The River Project (TRP) for the Woodman Avenue Multishybeneficial Stormwater Capture Project (Project) approved as to form and legality by the City Attorney and filed with the Secretary of the Board be and the same is hereby approved and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in the amount of $1 200000 for the construction work proposed under this MOA that has been budgeted under Fiscal Year 2011-12

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Memorandum of Agreement for and on behalf of LADWP

ITEM NO 28 - Adopts the Initial Study and Mitigated Negative Declaration for the Woodman Avenue Multi-Beneficial Stormwater Capture Pilot Project approving the Project and authorizing its construction The cost ofthis project is estimated to be $3396750 with an estimated duration of four years Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-185

WHEREAS the City ofLos Angeles Department of Water and Powers (LADWP) Watershed Management Group and the City of Los Angeles Bureau of Sanitations (LABOS) Watershed Protection Division in partnership with the non-profit group The River Project have identified Woodman Avenue located in the San Fernando Valley as a unique opportunity to capture treat and infiltrate a significant volume of stormwater runoff on an annual basis and

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WHEREAS LADWP proposes to implement the Woodman Avenue Multi-Beneficial Stonnwater Capture Pilot Project (Project) to help recharge the groundwater table improve water quality and alleviate local flooding along the 7700 block ofWoodman Avenue and

WHEREAS LADWP prepared an Initial StudylNegative Declaration (ISIMND) for the proposed Project and circulated this document for public review from December l3 2010 to January 142011 and

WHEREAS a Notice of Intent to Adopt an MND was published in the Los Angeles Times and mailed to interested persons and agencies

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners of the City ofLos Angeles (Board) recognizes that a study was made ofthe potential environmental effects of the proposed Project including its construction and operation This study is embodied in the ISMND on file with the Secretary of this Board and is incorporated in this Resolution and made a part hereof

BE IT FURTHER RESOLVED that the Board recognizes the ISMND identifies the following impacts that are potentially significant unless mitigation is incorporated and proposes the following mitigation measures and a program for implementation and monitoring

Potential Mitigation Recommended Mitigation PeriodMethod Implementation Impact Measure of Implementation Monitor

No

Cultural Resources I Itispossibletl1at CUL-I Should archaeological or paleontological During constructio Project

subsurface resources be encountered during earth- Construction archaeological or moving activities (Le grading and Manager will be paleontological resource excavation) a qualified archaeologist ando responsible for may be present within paleontologist shall be retained and shall implementation the project area implement procedures for temporarily andLADWP

halting or redirecting work to permit the Environmental sampling identification and evaluation of Services will the resources as appropriate Ifthe provide resources are found to be significant the compliance archaeologist andor paleontologist shall oversight determine appropriate actions in cooperation with the City of Los Angeles shyfor preservation andor data recovery If human remains are discovered the Los Angeles County Coroner shall be contacted the area of the find shall be protected and provisions of State CEQA Guidelines Section 150645 shall be followed

Hazards and Hazardous Materials Temporary lane closures HAZ-I A Traffic Control Plan will be prepared and Prior to and during Project and other public right-of will include notification ofsurrounding construction Construction way construction emergency service providers including the Manager will be activities could impair adjacent Kaiser Permanente Medical Center responsible for implementation of or As part of the plan emergency service implementation physically interfere with providers will be notified prior to andLADWP an adopted emergency construction and provided information Environmental response plan regarding lane closures construction Services will

schedule driveway blockages etc A plan t( provide maintain or accommodate essential compliance emergency access routes eg plating over oversight excavations use of detours etc will be developed and implemented

Noise Constructive activity NOI-l Project specifications shall restrict Prior to and during Project could result in temporaI) construction to normal work days and hours construction Construction exposure of persons to (as per LAMC Section 4110) and shall Manager will be excessive noise and require the construction contractor to responsible for vibration develop and implement a Noise Mitigation implementation

Plan to include the use ofmuftlers shields andLADWP sound barriers andor other noise reduction Environmental devices or techniques as feasible during Services will operation ofconstruction equipment Two provide weeks prior to the onset of construction compliance

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of construction notification of the location timing and duration of the proposed construction shall be provided to adjacent residents and businesses (within a V mile radius from the project site) and Kaiser Permanente Panorama City

oversight

Transportation and Traffic Temporary lane closures TR-l and other public right-of way construction activities could affect vehicle traffic and other modes of transportation beyond acceptable levels

A Traffic Control Plan will be prepared and approved by the City prior to the beginning ofconstruction Emergency service providers (fire police and ambulance) and Kaiser Pemlanente Panorama City shall be notified prior to construction to communicate information regarding lane closures construction schedule driveway blockages etc and to develop a plan to maintain or accommodate essential emergency and patient access routes eg plating over excavations use of detours effect on existing bus stop etc

Prior to construction

Project Construction Manager will be responsible for implementation andLADWP Environmental Services will provide compliance oversight

BE IT FURTHER RESOLVED that this Board further fmds that with the implementation of the above mitigation measures potential impacts to cultural resources hazards and hazardous materials noise and transportation and traffic will be less than significant

BE IT FURTHER RESOLVED that this Board certifies that the ISIMND has been prepared in compliance with California Environmental Quality Act that it has reviewed and considered the information contained in the ISIMND and that the ISIMND reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board finds on the basis of the whole record before it including the IS that there is no substantial evidence that the Project will have a significant effect on the environment

BE ITFURTHER RESOLVED that this Board adopts the ISIMND and approves the Project

BE IT FURTHER RESOLVED that LADWP shall file a Notice ofDetermination with the Los Angeles City Clerk and the Los Angeles County Clerk within five working days after deciding to approve the Project

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of tIe record of proceedings for this project

ITEM NO 29 - Approves Addendum No 1 to the Mitigated Negative Declaration for the Geotechnical Investigation for the North Haiwee Dam No2 Project Further a Notice of Determination is authorized to be filed with the Inyo County Clerk Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-186

WHEREAS LADWP proposes to implement the Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS LADWP prepared an Initial StudylMitigated Negative Declaration (ISIMND SCH 2003091085) for a similar project at the same location in April 2004 titled Geotechnical Investigations at North Haiwee Dam Project and

WHEREAS the City of Los Angeles Board of Water and Power Commissioners (Board) adopted the ISIMND and approved the implementation of the Geotechnical Investigations at North Haiwee Dam Project on July 6 2004 and

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WHEREAS an Addendum which addresses the proposed modifications to the previously adopted ISIMND has been prepared titled Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS CEQA Guideline section 15164(b) allows a lead agency to prepare an addendum to an MND as follows

An addendum to an adopted negative declaration may be prepared ifonly minor technical changes or additions are necessary or none of the conditions described in Section 15162 calling for the preparation of a subsequent EIR or negative declaration have occurred

WHEREAS CEQA Guideline section15162 requires a subsequent negative declaration under the following circumstances

(a) When an EIR has been certified or a negative declaration adopted for a project no subsequent ErR shall be prepared for that project unless the lead agency determines on the basis of substantial evidence in the light of the whole record one or more of the following

(1) Substantial changes are proposed in the project which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects

(2) Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous ErR or Negative Declaration due to the involvement ofnew significant environmental effects or a substantial increase in the severity of previously identified significant effects or

(3) New information of substantial importance which was not known and could not have been known with the exercise ofreasonable diligence at the time the previous ErR was certified as complete or the Negative Declaration was adopted shows any of the following

A) The project will have one or more significant effects not discussed the previous EIR or negative declaration or

B) Significant effects previously examined will be substantially more severe than shown in the previous ErR or

C) Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project but the project proponents decline to adopt the mitigation measure or alternative or

D) Mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce one or more significant effects on the environment but the project proponents decline to adopt the mitigation measure or alternative

NOW THEREFORE BE IT RESOLVED that the City of Los Angeles Board of Water and Power Commissioners (Board) recognizes that a study of the proposed changes to the previously adopted ISIMND was made and the associated environmental effects assessed for the proposed Geotechnical Investigations for the North Haiwee Dam No2 Project This study is embodied in the Addendum on file with the Secretary ofthis Board This Board has reviewed and considered the information contained in such document which is incorporated in this Resolution and made a part hereof

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BE IT FURTHER RESOLVED that this Board makes the following fIndings and determinations with respect to the proposed project

bull An Addendum was prepared which analyzed the potential environmental impacts associated with the construction and operation ofthe proposed project

bull As demonstrated in the environmental analysis of the currently proposed project modifIcations none of the conditions described in CEQA Guideline section 15162 calling for the preparation ofa subsequent EIR or negative declaration have occurred The proposed project modifIcations would not result in any additional signifIcant impacts nor would it increase the severity ofpreviously identifIed signifIcant impacts Therefore it can be concluded that pursuant to CEQA Guideline section 15164(b) the proposed project modifIcations are only minor technical changes or additions and as such an addendum to the 2004 MND for the Geotechnical Investigations at North Haiwee Dam Project may be prepared

Below is the proposed Mitigation Monitoring and Reporting Plan (MMRP) for the proposed Addendum This MMRP includes mitigation measures from the previously approved 2004 ISIMND as well as proposed changes to it in order to enhance its effectiveness Underline denotes a new measure while strikeout indicates a removed measure

Air Quality

bull The project specifIcations shall incorporate the applicable provisions of the Great Basin Valleys Air Pollution Control District Fugitive Dust Rule (Rule 401) provided below

A person shall take reasonable precautions to prevent visible particulate matter from being airborne under normal wind conditions beyond the property from which the emission originates Reasonable precautions include but are not limited to

1 Use where possible of water for control ofdust in trenching and boring operations

2 Application of water on dirt roads material stockpiles

3 Use ofwater chemicals chuting venting or other precautions to prevent particulate matter from being airborne in handling dusty materials to open stockpiles and mobile equipment and

4 Maintenance of roadways in a clean condition

bull The contractor shall discontinue construction activities during fIrst and second-stage smog alerts

Biological Resources

bull To compensate for the permanent loss ofhabitat LADWP will preserve Mohave ground squirrel habitat (Habitat Management Lands) at a 3 1 ratio at a location approved by CDFG Funding for the long-term management ofthe land preserved also is required LADWP and CDFG will negotiate the per-acre cost ofmanaging the lands to be preserved and fee title or conservation easement shall be granted to CDFG or other CDFG-approved non-profIt entity

Alternatively the preservation ofMohave ground squirrel habitat could be accomplished through elimination ofcattle grazing on lands owned by LlDWP in Jnyo County vvithin the geographic range ofMohave ground squirrel andor restomtion ofnative vegetation within the range and in habitat suitable for Mohave ground squirrel on LADWP public or state lands in Jnyo County In either case LADWP

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U~~~fer e title or a cOflservatiofl easemeflt oler the Habitat ManagemeBt Laads to ~rt~rms approved by the CDFG AlteFflatit-ely the traflsfer mad be to

another public entity or not profit corporation appro led by the CDFG d t) approed by the CDFG 1lfrer erms

bull A pre-construction environmental education program shall be conducted for all persons working on the project The education program shall include identification of sensitive biological resources on-site terms and conditions of the Incidental Take Permit and the California Endangered Species Act

bull Impacts to sanicle cyrnopterus shall be avoided where feasible through project redesigIl In particular Trench T 2 contains hve clusters of sanicle cyrnopterus If redesigIl of Trench T 2 to atOid impacts to sanicle cymopterus is not feasible a mitigation plan shall be negotiated with and approed by CDFG

bull Sanicle cymopterus populations near proposed geotechnical testing sites shall be flagged by a qualified biologist prior to testing activities and avoided by project personnel

bull A qualified biological monitor familiar with sanicle cymopterus shall be on-site during testing activities in the vicinity of this species

bull Project boundaries shall be clearly delineated prior to construction Existing roads shall be used to the greatest extent possible All project-related parking and equipment storage shall be confined to previously disturbed areas

bull A qualified biological monitor familiar with Mohave ground squirrel shall be on-site to monitor trenching and boring activities

bull Trash and food items shall be removed from the site daily and disposed ofproperly to avoid attracting ravens a common predator of the Mohave ground squirrel

bull Ramps shall be provided in trenches to allow animals to escape

bull All temporarily affected areas that were previously vegetated shall be restored with native plant species to accelerate recovery

bull During construction and at the completion of construction activities monthly and final compliance reports shall be provided to CDFG documenting the effectiveness of mitigation measures and the level of take associated with the project

bull Water from well-pump testing shall be discharged to the ground in Mohave ground squirrel habitat areas

bull Because project activities will disturb Mohave ground squirrel habitat in a recognized core area for the species land acquisition to compensate for habitat loss should focus on private or BLM disposal lands within the CosoOlancha core area ELM disposal lands west of the North Haiwee Dam (828 acres) are within the CosoOlancha core area and should be considered the top priority mitigation lands If land acquisition is not possible or proves difficult in CosoOlancha core area then land should be acquired in one ofthe following alternative areas (listed in order ofpreference)

1 In the Little Dixie Wash core area Kern County 2 In the corridor connecting the CosoOlancha core area and the Little Dixie Wash

core area 3 Adjacent to the CosoOlancha core area in Inyo County and 4 In the corridor connecting the Little Dixie Wash core area and the Edwards Air

Force Base Core Area in Kern County

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bull An authorized biologist or monitor shall guide project equipment around active ground squirrel burrows to reduce the likelihood of taking individual Mohave ground squirrels and minimize habitat disturbances

bull If a live Mohave ground squirrel is unearthed during project activities the Authorized Biologist shall rescue the squirrel and if it is the squirrels active period release it at least 50 meters from project activities If it is the squirrels dormant period then the biologist should construct an artificial burrow at least 50 meters from project activities and place the squirrel in the artificial burrow

bull Individual Joshua trees shall be avoided to the greatest extent possible Compensation for impacts to Joshua tree woodland shall be negotiated with CDFG prior to groundshydisturbing activities

bull Compensation for impacts to Mohave riparian forest shall be negotiated with CDFG prior to ground-disturbing activities

In addition to ensure that project impacts to other special-status wildlife species and Jurisdictional Waters and Wetlands would be mitigated to less than significant the following additional mitigation measures are recommended

bull Conduct pre-construction protocol surveys for desert tortoise Pre-construction surveys should be conducted no more than 30 days prior to construction operations Standard protocol language includes Protocol surveys for desert tortoise will follow the guidelines for linear projects stipulated in the Pre-Project Field Survey Protocol for Potential Desert Tortoise Habitats (USFWS 2010) As stated in this guideline a 10 meter wide belt that transects with 100 percent coverage would be conducted in all habitats capable of supporting the desert tortoise within the project area Ifneither tortoises nor sign are encountered during the Action Area surveys three additional 10 meter belt transects at 200 meter intervals parallel to the project area will be surveyed Surveys for determination of presence or absence are restricted to the desert tortoises active period which is April through Mayor September through October and at temperatures below 40 degrees Celsius

bull Should a desert tortoise burrow be observed during pre-construction surveys and the end is not visible the burrow should be scoped for tortoise occupancy All unoccupied burrows should be collapsed Should a live desert tortoise be observed during preshyconstruction surveys above- or below ground desert tortoise fencing must be installed around project work areas excluding access roads Tortoise fencing will avoid occupied burrows iffound Fence installation will require two desert tortoise clearance surveys within the exclusion area prior to beginning construction operations Any tortoises found within the exclusion fence the exclusion fence will be re-designed to exclude the tortoise from the project work area No handling of tortoises is permitted

bull A biological monitor is recommended for the duration ofproject construction operations Should a tortoise be observed during construction operations project activities will temporarily cease in the immediate area and allow the tortoise to move on its own accord

bull In accordance with federal and California State Endangered Species Acts the contractor shall immediately report all observations of desert tortoise or any listed species to LADWP Environmental Services and take care not to take or harass the species A LADWP Environmental Service Representative will inform appropriate federal and State resource agency personnel of the sighting

bull Implement pre-construction surveys and construction monitoring to minimize impacts to badger

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bull For any construction activities scheduled to occur during the nesting season (typically February 15 to July 31) pre-construction surveys should be conducted to identify any nesting birds If active nests are identified determine whether proposed activities within 200 feet could cause found nests to fail

Cultural Resources

bull Trenching boring and well locations in areas outside ofpreviously surveyed areas such as T -7 (EDA W 2003b) require a pedestrian archaeological survey and ifapplicable a record search prior to construction activities All activities shall be located to avoid historic and archaeological resources

bull Trenching and boring locations shall be located to avoid known historic or archaeological resources-in particular the historic and cultural resources at Trenches T-4 and T-5 and the geotechnical borings in and around CA-INY-22435703 CA-INYshy4591H HD-CS-OOIH (now CA-INY-6574) HD-CS-005H CA-INY-6575 (formerly HD-CS-002H) CA-INY-6577 and CA-INY-6585 shall be flagged for avoIdance A qualified archaeologist shall be retained to assist with determining acceptable location parameters for these trenches and borings The archaeologist is authorized to delineate the loci of the existing resources at Trenches T -4 and T -5 by use ofsmall-shovel test pits

bull A qualified cultural resources monitor shall be on-site during ground-disturbing activities at the adjusted Trench T-4 and T-510cations and at the borings in and around known cultural resources The cultural resources monitor shall have the authority to halt or redirect construction ifnew significant cultural resources are found

BE IT FURTHER RESOLVED that this Board fmds that with the implementation of the above mitigation measures potential impacts to air quality biological resources and cultural resources will be less than significant

BE IT FURTHER RESOLVED that this Board has reviewed and considered the information as contained in the proposed Addendum and that the Addendum reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board adopts the Addendum requires implementation of the mitigation measures adopts the Mitigation Monitoring and Reporting Plan approves the Geotechnical Investigations for the North Haiwee Dam No2 Project and approves the payment for permit and mitigation costs associated with this project

BE IT FURTHER RESOLVED that LADWP shall file a Notice of Determination with the Inyo County Clerk that finds that this Board has adopted the Addendum for the project that the Board has required implementation of the mitigation measures for the project that the Board has adopted the Mitigation Monitoring and Reporting Plan for the project and that there is no substantial evidence in light of the whole record that the project may have a significant effect on the environment

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of the record of proceedings for this project

ITEM NO 30 - Recommends approval of the Grid Reliability Study dated December 31 2010 that is required per Section 3B3 of the Once-Through-Cooling Policy Upon approval LADWP will fmalize and submit the Study to the State Water Resources Control Board and the Statewide Advisory Committee on Cooling Water Intake Structures Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Power System

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RESOLUTION NO 011-187

WHEREAS the Los Angeles Department of Water and Power (LADWP) has an obligation to provide adequate and reliable electricity service to its customers in The City of Los Angeles and

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners approves the Grid Reliability Study (GRS) dated December 31 2010

BE IT FURTHER RESOLVED that LADWP may use this GRS for submission to any agency or entity requiring LADWP to submit a reliability study

ITEM NO 31- Authorizes execution of Amendment No1 to Short Form IRU-12 Lease Agreement (Agreement No FO-500-092007) with Fox Entertainment Group Inc to continue to provide the Indefeasible Right of Use of a certain component of the LADWPs fiber optic network between 10351 Santa Monica Boulevard Los Angeles and Building 101 10201 Pico Boulevard Los Angeles The term ofAgreement is amended to five yeats Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-188

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 subordinate agreement to Optical Fiber Lease Agreement No FO-293-042004 (Master Agreement) between the Department of Water and Power of the City of Los Angeles (LADWP) and Fox Entertainment Group Inc was approved by the General Manager and became effective on January 18 2008 grants to Fox Entertainment Group Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 has an initial term of three (3) years which expired on January 18 2011 and

WHEREAS both the LADWP and Fox Entertainment Group Inc desire to extend the term of Short Form IRU-12 Lease Agreement No FO-500-092007 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No I to Short Form IRU-12 Lease Agreement No FO-500-092007 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Fox Entertainment Group Inc be and the same is hereby approved and ratified

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 the Assistant Secretary or the Acting Secretary ofthe Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 for and on behalfofLADWP

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ITEM NO 32 - Authorizes execution ofAmendment No1 to Short Form IRU-08 Lease Agreement (Agreement No FO-609-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network between One Wilshire 4th Floor MMR or MDF Room 624 South Grand Avenue Los Angeles California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to five years Submitted by ChiefOperating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-189

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-0l2006 (Master Agreement) between the Department ofWater and Power of the City of Los Angeles (LADWP) and Sohonet Inc was authorized by Board Resolution No 010-213 on February 22010 grants Sohonet Inc the Indefeasible Right ofUse ofa certain component ofthe LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 has an initial term of one (1) year which is set to expire on February 16 2011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-08 Lease Agreement No FO-609-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-08 Lease Agreement No FO-609-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 for and on behalfofLADWP

ITEM NO 33 - Authorizes execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement (Agreement No FO-610-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse ofa certain component of the LADWPs fiber optic network between ADS 948 Cahuenga Boulevard Hollywood California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to two years Submitted by Chief Operating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-190

WHEREAS this Short Form IRU-09 Lease Agreement No FO-61O-1212009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-01l2006 (Master Agreement) between the Department of Water and Power ofthe City of Los Angeles (LADWP) and Sohonet Inc was approved by the General Manager and became effective on February 19 2010 grants Sohonet Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

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WHEREAS this Short Form IRU-09 Lease Agreement No FO-61 0-122009 has an initial term ofone (1) year which is set to expire on February 192011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-09 Lease Agreement No FO-610-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU -09 Lease Agreement No FO-61 0-122009 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 for and on behalfofLADWP

ITEM NO 34 - Authorizes execution ofAmendment No 1 to Purchase Order 49019-1 (New Agreement No 47003) with Phimation Strategy Group for consulting services for change management efforts and training This Amendment increases contract amount by $235750 and extends the contract one year All other contract terms remain the same Submitted by Chief Operating Officer

RESOLUTION NO 011-191

WHEREAS the Los Angeles Department of Water and Power (hereinafter referred to as LADWP) and Phimation Strategy Group (hereinafter referred to as Consultant) entered into a contract wherein Consultant agreed to assist the General Managers Office (GM) to conduct change leadership training and culture change program and

WHEREAS effective September 13 2010 the LADWP and Consultant entered into Purchase Order Agreement No 49019-1 (which together with all amendments and supplements thereto hereinafter shall be referred to as the Agreement) and

WHEREAS the LADWP proposes to execute Amendment No1 to Purchase Order 49019-1 to extend the term through February 122012 and

WHEREAS the LADWP proposes to amend Purchase Order 49019-1 to increase the contract amount from $149000 to $384750 converting the General Manager Award to a Board Award (New Agreement No 47003) and

WHEREAS the amendment is necessary and proper to continue or complete certain activities authorized under the Agreement

NOW THEREFORE BE IT RESOLVED that the LADWP and Consultant agree to amend the Purchase Order Agreement No 49019-1 as follows

Make an administrative change in the Agreement number from 49019-1 to 47003 2 The term ofthe Agreement has been extended through February 122012 3 The total cost ofthe Agreement is increased by $235750 for a maximum expenditure

limit of $384750

1

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4 Add Line Item 002 to read as follows Change Leadership Training and Culture Change Program - Additional Services as described in Service Definition All not-to-exceed $235750

5 Delete and replace terms under Page 2 Service Definition 6 Delete and replace terms described under Pages 2-3 Invoice and Payments 7 Delete terms under Pages 3-4 Itemized Expenses in its entirety 8 Delete and replace terms described under Page 9 Termination

BE IT FURTHER RESOLVED that pursuant to City Charter Section 371 (e)(2) the use of competitive bidding for this agreement is not practicable or advantageous because the work to be performed is of an expert professional temporary and occasional character

BE IT FURTHER RESOLVED the Board finds in accordance with Charter 1022 of the Los Angeles City Charter that the services to be performed under this contract can be more economically and feasibly performed by an independent contractor than by City employees

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under this Agreement and

BE IT FURTHER RESOLVED that the President or 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 of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalfofLADWP

ITEM NO 35 - Awards Amendment No2 to Contract No 969 to Furnish and Deliver Tires and Tubes to TCI Tire Centers LLC for a cooperative purchase with City ofLos Angeles Department of General Services Division Contract No 58289 The amendment will increase the second optional period by $1012595 All other contract tenns shall remain the same Submitted by Chief Operating Officer and Chief Administrative Officer

RESOLUTION NO 19362

WHEREAS TCI Tire Centers LLC was awarded Contract No 969 a cooperative purchase to City ofLos Angeles Department of General Services Division Contract 58289 for furnishing and delivering of tires and tubes and

WHEREAS the Los Angeles Department of Water Power (LADWP) utilizes Contract No 969 to provide routine maintenance to LADWPs motor pool and

WHEREAS LADWPs Joint System recommends Amendment No2 to Contract No 969 with TCI Tire Centers LLC to increase the second optional period by $101259500 to $180000000 and

WHEREAS Contract No 969 is coterminous with the City ofLos Angeles Contract No 58289 which expires on May 31 2011 No additional time is needed

NOW THEREFORE BE IT RESOLVED that Amendment No2 to Contract No 969 is approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee is hereby authorized and directed to draw demands upon the Water and Power Revenue Funds in accordance with the terms of this amendment awarded pursuant to Contract No 969 and this resolution

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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 themiddot Acting Secretary of the Board are hereby authorized and directed to execute said contract for and on behalf ofLADWP

ITEM NO 36 - Authorizes execution ofa Purchase and Sale Agreement ofReal Property at 12655 Garber Street Pacoima California for the Water Systems Garber Street Recycled Water Tank Project for the purchase price of$350000 plus closing and incidental expenses (Real Estate File W-36943) Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-192

W-36943 (Purchase ofFee Property Required for the Garber Street Recycled Water Tank)

WHEREAS the Los Angeles Department of Water and Power (LADWP) would like to acquire a parcel of land (which includes a residence) for the Garber Street Recycled Water Tank and

WHEREAS the LADWP has identified property owned by Jules M Adger (Seller) located at 12655 Garber Street Pacoima California which LADWP desires to acquire and

WHEREAS the Board ofCommissioners of the Los Angeles Department of Water and Power has the authority pursuant to Los Angeles City Charter Section 675(d)(1) to acquire by purchase all real property convenient for LADWP purposes

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners hereby approve substantially as to form the Purchase and Sale Agreement between LADWP and the Seller and

BE IT FURTHERRESOLVED 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 directed and empowered to execute said Purchase and Sale Agreement for and on behalf of the LADWP The Manager ofReal Estate is authorized empowered and directed to execute Escrow Documents and other related documents for and on behalf of the LADWPand

BE IT FURTHER RESOLVED that the Chief Accounting Employee ofLADWP upon proper certification is hereby authorized and directed to authenticate a demand or demands upon the proper revenue fund for payment of the $350000 purchase price plus closing and incidental expenses at least five days prior to the close ofescrow

ITEM NO 37 - Approves payment of $33890899 to the State ofCalifornia Department of Industrial Relations for Workers Compensation Self-Insurance Program administration fees for Fiscal Year 2010-201 L Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-193

WHEREAS the City of Los Angeles Department of Water and Power (LADWP) is selfshyinsured and self-administered for its workers compensation liability

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BE IT RESOLVED that the payment ofWorkers Compensation Self-Insurance Program administration fees for the Fiscal Year 2010-2011 as assessed by the State of California Department of Industrial Relations in their invoice dated November 302010 is $33890899 and pursuant to California Labor Code Sections 625 and 626 is authorized and directed

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to authenticate a demand on the Water Revenue Fund in payment of the above fees arising from the requirements of California Labor Code 625 and 626

ITEM NO 39 - Approves the water quality improvement demand side management reclaimed water and water security expenditures for the twelve month period commencing July 1 2011 Submitted by Chief Operating Officer Interim Chief Financial Officer and

Senior Assistant General Manager - Water System

RESOLUTION NO 011-194

WHEREAS Water Rates Ordinance No 170435 as amended by Ordinance Nos 171639 173017 175964 177968 and 179802 authorizes the recovery of certain qualified Board approved expenditures for Water Quality Improvement Programs through the Water Quality Improvement Adjustment Factor for Demand Side Management and Reclaimed Water Programs through the Water Procurement Adjustment Factor and Water Security costs through the Water Security Adjustment Factor

NOW THEREFORE BE IT RESOLVED that the Board approves Schedules A B C and D which are on file with the Secretary of the Board which describe and identifY (A) water quality expenditures totaling $3374 million (B) demand side management expenditures totaling $310 million (C) reclaimed water expenditures totaling $761 million and (D) water security expenditures totaling $686 million for the twelve-month period from July 1 2011 through June 30 2012

ITEM NO 40 - Authorizes the issuance ofa maximum of $350 million of Water System Refunding Revenue Bonds for the purpose of refinancing higher interest rate bonds with lower interest rate bonds Council approval is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 4831

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMISSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing ofUp to $350000000 Pursuant to Section 609 of The Charter ofThe City ofLos Angeles Through the Issuance of

Revenue Bonds Payable from the Water Revenue Fund

Resolution No- 4831

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City of Los Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power ofthe City of Los Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter of The City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Water Revenue Fund to evidence the indebtedness created by such borrowing

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Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations of the Department payable from the Water Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

THREE HUNDRED FIFTY MILLION DOLLARS ($350000000)

and said Bonds are to be issued in one or more series or sub series at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number of days elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer ofthe Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 ofOrdinance No 172353 of the City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 of Division 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale ofeach series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with respect to the Bonds shall not exceed ten percent ofthe principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 ofthis Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest costfor the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number ofdays elapsed

Section 9 The authorization ofthe issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance ofbonds on account of the Water System heretofore made by resolution of this Board

Section 10 The Secretary ofthis Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices ofthe Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office ofAdministrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 30

ITEM NO 41-Authorizes the issuance ofa maximum of$I5 billion ofPower System Refunding Revenue Bonds to refinance or replace existing Power System Revenue Bonds mostly set with higher interest rates with lower rates thereby lowering LADWPs cost of debt Council approval is required Submitted by ChiefOperating Officer and Interim Chief Financial Officer

RESOLUTION NO 4830

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMSSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing of Up to $1500000000 Pursuant to Section 609 of The Charter of The City of Los Angeles Through the Issuance of

Revenue Bonds Payable from the Power Revenue Fund

Resolution No 4830

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City ofLos Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power of the City ofLos Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter ofThe City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Power Revenue Fund to evidence the indebtedness created by such borrowing

Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations ofthe Department payable from the Power Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

ONE BILLION FIVE HUNDRED MILLION DOLLARS ($1500000000)

and said Bonds are to be issued in one or more series or subseries at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of 365 days for the actual number ofdays elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer of the Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 of Ordinance No 172353 ofthe City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 ofDivision 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale of each series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 31

is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with re~pect to the Bonds shall not exceed ten percent of the principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 of this Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of365 days for the actual number of days elapsed

Section 9 The authorization of the issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance of bonds on account of the Power System heretofore made by resolution of this Board

Section 10 The Secretary of this Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices of the Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office of Administrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

ITEM NO 42 - Authorizes execution of Agreement No 47582 with Dewey amp LeBoeufLLP for Legal Services related to Merger and Acquisition Transactions to divestiture of power assets and the potential acquisition of non-carbon replacement assets The total amount not to exceed $1000000 for a term ofeighteen months Submitted by Chief Operating Officer and General Counsel

RESOLUTION NO 011-195

WHEREAS the Office of the City Attorney (City Attorney) on behalf ofthe Los Angeles Department of Water and Power (LADWP) solicited requests for proposals from law firms to assist the City Attorney in providing LADWP advice and representation in matters related to the Departments merger and acquisition transactions (M amp A) to divestiture ofpower assets and the potential acquisition of non-carbon replacement assets

WHEREAS the City Attorney selected the law finn of Dewey amp LeBoeuf LLP from a competitive bidding process for providing the necessary legal services and

WHEREAS the City Attorney finds that an appropriation of$lOOOOOO for a period of eighteen months is necessary at this time to manage anticipated M amp A transactions

BE IT RESOLVED that in compliance with City Charter Section 1022 the Board of Water and Power Commissioners of the City ofLos Angeles (Board) finds it is more feasible to have the assistance ofoutside counsel due to the complexity of and the expertise required for the aforementioned transactions

BE IT FURTHER RESOLVED the President or 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 of the Board be and they are hereby authorized and directed to execute Agreement No 47582 (or one in substantial form and content as the one submitted herewith as determined by the City Attorney) for and on behalf ofLADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 32

BE IT FURTHER RESOLVED that the Chief Accounting Employee of LADWP upon proper certification be and is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under said Agreement

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 48 - Reports were given by Management concerning matters relating to Department operations as follows

a) Integrated Resource Plan Update (Michael Webster Power Engineering Manager)

b) Renewable Portfolio Standard Project Update

Deemed accepted

c) 2010 Urban Water Management Plan (Tom Erb Director of Water Resources)

Written recommendations approved by the General Manager transmitting the following resolutions approved as to form and legality by the City Attorney

ITEM NO5 - Approval of the minutes of the January 4 2011 regular meeting of the Board of Water and Power Commissioners

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO6 - Authorizes award of Specification No 199 to Furnish and Deliver Meters Cold Positive Displacement Type to Neptune Technology Group Inc for a total amount not to exceed $22692293 for a term of one year with two optional one-year periods Submitted by Chief Operating Officer Senior Assistant General Manager - Water System and Chief Administrative Officer

RESOLUTION NO 19363

WHEREAS this contract is to furnish and deliver Meters Cold Positive Displacement Type and

WHEREAS Neptune Technology Group Inc is the lowest compliant bidder under Specification No 199 and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Water System recommends that Neptune Technology Group Inc be awarded a contract under Specification No 199

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 33

NOW THEREFORE BE IT RESOLVED that Neptune Technology Group Inc is awarded Contract No 199 for a total maximum amount not to exceed $2269229300 which includes all optional periods for a term of one-year with two optional one-year extensions under Specification No 199 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the President or Vice President 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 contract for and on behalf of the LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 199 and this Resolution

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO7 - Authorizes award of Specification No 217 to Furnish and Deliver Broadcaster Network Equipment and Software to Evertz Microsystems Ltd for a total amount not to exceed $4750000 for a term of one year with four optional one-year periods Council approval is required Submitted by Chief Operating Officer and Chief Administrative Officer RESOLUTION NO 19364

WHEREAS the Los Angeles Department of Water and Power (LADWP) identified broadcaster video network service as an innovative growth opportunity serving Los Angeles extensive entertainment industry and developed the VideoMAN infrastructure and

WHEREAS this contract is to furnish broadcaster video network equipment and software providing LADWP with the spares and upgrades to meet the demands for this service and

WHEREAS without a contract the LADWP will not be able to support its existing customers and will suffer customer and revenue loss and

WHEREAS LADWPs Joint System recommends a sole source contract be awarded to Evertz Microsystems Ltd (Evertz) the manufacturer of the original equipment and

WHEREAS this contract combined with previous contracts with Evertz constitutes continued contracting exceeding the three year time period set by Ordinance

THEREFORE BE IT RESOLVED that Evertz Microsystems Ltd is awarded a sole source contract under City Charter Section 371(e)(7) for a total amount not to exceed $475000000 which includes all optional periods for a term of one year with four optional one-year periods under Specification No 217 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to draw demands on the Water and Power Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 217 and this resolution

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 34

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Agreements for and on behalfof LADWP after approval by the Los Angeles City Council pursuant to Administrative Code 105

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 20 - Authorizes execution of Confidentiality Agreement DWP No BP 11-001 with California High-Speed Rail Authority in order to assist in its design and development of the California High Speed Rail Project for a term of three years and at no cost Submitted by Chief Operating Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 011-196

WHEREAS California High Speed Rail Authority (CHSRA) desires to engage in a Cocentidentiality Agreement with the Los Angeles Department of Water and Power (LADWP) to maintain proprietary matters confidential for security purposes and

WHEREAS LADWP and CHSRA recognize that utility infrastructure information must remain confidential for security purposes and

WHEREAS CHSRA needs to review the confidential information ofLADWP to design and develop the California High-Speed Train Project The expiration will be three years from the date ofapproval

NOW THEREFORE BE IT RESOLVED that the Confidentiality Agreement DWP No BP 11-001 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and High Speed Rail Authority be and the same is hereby approved and

BE IT FURTHER RESOLVED that the President or the Vice President of the Board or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized and directed to execute the Agreement for and on behalf of LAD WP

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 21- Authorizes execution ofAmended Memorandum of Understanding on Imperial Valley Geothermal Feasibility and Exploration LADWP No BP 09-025A with the Imperial Irrigation District Southern California Public Power Authority and the Cities of Burbank Glendale Colton and Pasadena The amendment will change a number of provisions in the MOU including adding 160 acres ofLADWP owned property LADWP expenditures will not exceed $18 million and the term is for six years from 2011 to 2016 Submitted by ChiefOperating Officer and Senior Assistant General Manager - Power System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 35

RESOLUTION NO 011-197

WHEREAS the original Memorandum ofUnderstanding (MOU) of Imperial Valley Feasibility and Exploration LADWP No BP 09-025 among the Los Angeles Department of Water and Power (LADWP) Imperial Irrigation District (lID) Cities of Burbank Glendale Colton Pasadena and the Southern California Public Power Authority (SCPPA) was approved by this Board ofWater and Power Commissioners (Board) on September 1 2009 under Resolution No 010-081 and

WHEREAS the Board conditionally approved Geothermal Lease Agreement No1 LADWP No BP 09-028 on September 15 2009 under Resolution No 010-100 upon the prerequisite that LADWP add its procurement policies and procedures to the original MOU and

WHEREAS the lID Board concurrently requested an amendment to the original MOU to incorporate an Exploration Structure Due Diligence Effort as a precondition to its approval of the MOU and

WHEREAS the parties of the original MOU renegotiated the terms and conditions to include an additional 160 acres ofreal property owned by LADWP LADWPs procurement policies and procedures and incorporate a preliminary assessment identified as the Exploration Structure Due Diligence Effort

NOW THEREFORE BE IT RESOLVED that the Amended MOU on Imperial Valley Feasibility and Exploration LADWP No BP 09-025A among LADWP lID Cities of Burbank Glendale Colton Pasadena and SCPP A 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 General Manager or Acting General Manager or such person that the General Manager or Acting General Manager shall designate in writing is hereby authorized and directed to execute the Amended MOU for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the funding for the Imperial Valley Feasibility and Exploration project previously approved by this Board on September 1 2009 under Resolution No 010-081 shall remain in effect subject to the reapportionment identified within the Amended MOU (LADWP No BP09-025A) and related appendices

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person that the General Manager or Acting General Manager designates in writing is hereby authorized to perform all duties and obligations as project manager set forth in the Amended MOU

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising from or related to exploration costs and manage any payment offset or credits for any applicable annual rental payments in accordance with the terms and conditions ofthe Amended MOU on Imperial Valley Feasibility and Exploration (LADWP No BP 09-025A)

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 36

ITEM NO 26 - Authorizes LADWPs General Manager to Execute Amendment No 10 Lease PRC 80799 with the California State Lands Commission allowing LADWP to implement gravel cover as Best Available Control Measures on 203 square miles of area on Owens Lake Total costs estimated to be $165473750 and term is December 102010 to May 1 2019 Submitted by Chief Operating Officer and Senior Assistant General Manager shyWater System

RESOLUTION NO 011-198

WHEREAS the Los Angeles Department of Water and Power (LADWP) as part of construction and implementation of the Owens Lake Dust Mitigation Program (OLDMP) has implemented dust mitigation measures and constructed facilities on portions of Owens Lake on sections of State land under the jurisdiction of the California State Lands Commission (CSLC) and

WHEREAS OLDMP activities have been allowed among other authorizations under Lease PRC 80799 and its nine amendments with CSLC and

WHEREAS LADWP is required by the Great Basin Unified Air Pollution Control District (GBUAPCD) to implement OLDMP Phase 8 gravel cover as Best Available Control Measures by November 6 2012 on certain sections of State land under the jurisdiction of CSLC and

WHEREAS on December 102010 CSLC approved Lease PRC 80799 Amendment No 10 that incorporates activities of the OLDMP Phase 8 into Lease PRC 80799 and

WHEREAS CSLC has sent Lease PRC 80799 Amendment No 10 for execution by the General Manager ofLADWP and

WHEREAS the cost of complying with the lease conditions such as purchase of Carbon OffsetslRenewable Energy Public Trust Value mitigation and Attorneys Fees commitment in Lease PRC 80799 Amendment No10 require the City of Los Angeles Board of Water and Power Commissioners approval and

WHEREAS the cost of complying with the lease conditions is estimated to be $165473750 and

WHEREAS Lease PRC 80799 and the first eight amendments duration is for 20 years and covers LADWPs various dust control measures operations and activities from May 1 1999 to May 12019 and

WHEREAS Lease PRC 80799 Amendment No 9s duration is for three years from June 28 2010 or until such time as a Master Plan for Owens Lake is approved by the CSLC and covers LADWPs tillage dust control measures operations and activities and

WHEREAS Lease PRC 80799 Amendment No 10s duration is from December 102010 to May 12019 and

NOW THEREFORE BE IT RESOLVED that Lease PRC 80799 Amendment No1 0 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between the Department of Water and Power of the City of Los Angeles and the California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratify and execute said lease amendment for and on behalf of the LADWP

Approval moved by Commissioner Parfrey

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 37

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey

Noes None

ITEM NO 38 - A written recommendation was received from the Chief Operating Officer and Interim Chief Financial Officer approved by the General Manager recommending the adoption of a resolution approved as to form and legality by the City Attorney authorizing execution ofAgreement No47002 with P A Consulting Group Inc to analyze and assist the Los Angeles Department ofWater and Power to develop a revenue requirement and rate structure

This item was withdrawn

ITEM NO 43 - Adopts an ordinance by the Council of the City ofLos Angeles transferring surplus money from the Power Revenue Fund to the City Reserve Fund during the 20102011 fiscal year the sum of$258815000 Council approval by ordinance is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 011-199

BE IT RESOLVED

1 That the Charter provides that this Board may after the close ofa fiscal year consent to a transfer of surplus money from the Power Revenue Fund to the Reserve Fund of the City based on audited financial data and

2 That this Board finds and determines after first considering and subject to all covenants made by the Department with respect to transfers from the Power Revenue Fund that there is surplus money in the Power Revenue Fund as of the close of fiscal year 200911 0 and consents to the transfer of $258815000 of said surplus money to the Reserve Fund of the City during fiscal year 201011 and pursuant to the terms ofthis resolution and

3 That this Board does further consent that the Council ofThe City ofLos Angeles adopt an ordinance in words and figures substantially as follows to wit

ORDINANCE NO

An ordinance directing the transfer of surplus money from the Power Revenue Fund of the Department of Water and Power to the Reserve Fund ofThe City of Los Angeles during Fiscal Year 20 WIll

THE PEOPLE OF THE CITY OF LOS ANGELES DO ORDAIN AS FOLLOWS

Section 1 Subject to audited fmancial data for fiscal year ended 200910 and all covenants made by the Department of Water and Power (Department) with respect to transfers from the Power Revenue Fund and subject to there having been and only to the extent that there was surplus money in the Power Revenue Fund at the close of the 200910 fiscal year and subject to the declaration ofconsent adopted by the Board of Water and Power Commissioners it is hereby directed that $258815000 be transferred from the Power Revenue Fund of the Department to the Reserve Fund of the City during the 201011 fiscal year

Section 2 The City Clerk shall certify to the passage of this ordinance and have it published in accordance with Council policy either in a daily newspaper circulated in the City of Los Angeles or by posting for ten days in three public places in the City ofLos Angeles one copy on the bulletin board located in the Main Street entrance to the Los Angeles City Hall

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 38

one copy on the bulletin board located at the Main Street entrance to the Los Angeles City Hall East and one copy on the bulletin board located at the Temple Street entrance to the Los Angeles County Hall ofRecords

BE IT FURTHER RESOLVED that after the adoption of an ordinance as set forth in (3) above the Chief Accounting Employee of this Department is directed upon certification by the General Manager to cause to be transferred $129407000 within 10 days after the effective date of the ordinance in one lump sum payment from the Power Revenue Fund of the Department to the Reserve Fund ofthe City and to cause to be transferred the remaining amount in equal monthly installment payments from the Power Revenue Fund of the Department to the Reserve Fund of the City so that by June 30 2011 $258815000 has been paid Such transfers shall be made only after the City has paid the Power Revenue Fund all monthly charges for power services for which the City was billed by the Department

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 44 - Authorizes execution ofAgreement No WR 10-1030 with the Los Angeles Department ofPublic Works Bureau of Sanitation and West Basin Municipal Water District for Recycled Water Services to the Los Angeles Harbor Area for the design construction and operation of the facilities needed to produce and convey 9300 acre-feet per year of recycled water to LADWPs large industrial and irrigation customers LADWP will fund up to $111979472 for new and existing capital improvements and the initial term ofthirty years which may be extended in increments often years Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-200

WHEREAS one of the primary goals of the Los Angeles Department ofWater and Power (LADWP) is to ensure that the City of Los Angeles (City) has a reliable water supply and

WHEREAS in response to the Citys potable water supply challenges LADWP in 2008 prepared the Water Supply Action Plan titled Securing LAs Water Supply that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

WHEREAS LADWP entered into a 25-year agreement (adopted by the Board under Resolution No 91-0344) with the Los Angeles Department ofPublic Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) on June 3 1991 which allows WBMWD to purchase secondary effluent from the PW BOS Hyperion Treatment Plant (HTP) and in exchange LADWP is allowed to purchase 25000 AFY of tertiary treated Title 22 recycled water from WBMWD at an amount no greater than WBMWDs actual cost to produce and reconvey the recycled water back to LADWP and

WHEREAS WBMWD owns and operates the Juanita Millender-McDonald Carson Regional Water Recycling Plant (CRWRP) located in the City of Carson just north of the LADWP service area and

WHEREAS the Harbor Refineries Recycled Water Pipeline Project currently being constructed will provide the delivery method for recycled water in the Los Angeles Harbor Area to large industrial and irrigation customers and will include a point-of-connection at the Los Angeles City boundary with the City of Carson and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 39

WHEREAS to accomplish delivery of nitrified Title 22 recycled water to Los Angeles Harbor Area customers new treatment facilities need to be constructed at the CRWRP including expansion of the nitrification treatment facilities at the CRWRP as well as the construction of a pipeline in the City of Carson to a point-of-connection at the boundary to the City of Los Angeles and

WHEREAS PWBOS agrees to supply secondary effluent from the HTP to WBMWD and LADWP agrees to purchase tertiary treated disinfected nitrified Title 22 recycled water from WBMWDand

WHEREAS WBMWD has agreed to provide a reliable source of nitrified Title 22 recycled water to the Los Angeles Harbor Area and

WHEREAS the facilities being built by WBMWD and the dedicated current facilities owned by WBMWD to assist LADWP with supplying recycled water will benefit the citizens of Los Angeles for 30 years

NOW THEREFORE BE IT RESOLVED that the proposed Agreement approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP PWBOS and WBMWD be and the same is hereby approved and

BE IT FURTHER RESOLVED that the ChiefAccounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of the obligations arising under this Agreement

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Agreement No WR 10-1030 for and on behalf of LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee will recognize the funds paid to WBMWD to construct to expand and to dedicate WBMWDs assets so as to have the ability to serve LADWP shall be accounted for as a regulatory asset of the Water System that will be amortized over the life of the project which is 30 years

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 45 - Authorizes execution ofAmendment No 1 to Agreement with Los Angeles Public Works Bureau of Sanitation and West Basin Municipal Water District (Resolution No 91-0344) This Amendment supports the City of Los Angeles commitment to maximize the reuse ofwastewater effluent for beneficial reuse The term remain the same Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-201

WHEREAS in response to the City of Los Angeles (City) potable water supply challenges LADWP in 2008 prepared Securing LAs Water Supply a water supply action plan that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 40

WHEREAS LADWP has identified the potential for significant amounts of recycled water usage for industrial purposes in the Los Angeles Harbor Area (Harbor Area) and

WHEREAS there is an existing agreement adopted by the Board under Resolution No 91-0344 (Agreement) among and between LADWP the Los Angeles Department of Public Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) that allows for the conveyance ofsecondary effluent produced at the PWBOS Hyperion Wastewater Treatment Plant (HTP) to the WBMWD Edward C Little Water Recycling Plant (ECL) in EI Segundo California for tertiary treatment and subsequent beneficial reuse and

WHEREAS to provide recycled water to the Harbor Area and to adjacent areas Amendment No 1 to Agreement (Amendment) is necessary to increase WBMWDs secondary effluent wastewater conveyance capability by expanding their existing pump station located at the HTP to a planned ultimate capacity of 70 million gallons per day (MGD) to convey secondary effluent from HTP to ECL and

WHEREAS the PWBOS has the resources and technical expertise to perform wastewater source control pollution prevention and the public outreach activities necessary to comply with all required recycled water regulatory requirements imposed by the State of California Department of Public Health and California Regional Water Quality Control Board and

WHEREAS designating PWBOS as the responsible agency to perform source control will ensure compliance with National Pollution Discharge Elimination Systems permit requirements for which PWBOS will be reimbursed by WBMWD

NOW THEREFORE BE IT RESOLVED that the proposed Amendment approved as to form and legality by the City Attorney and filed with the Secretary of the Board to increase secondary effluent wastewater conveyance and to designate PWBOS as the agency responsible for wastewater source control is hereby approved

BE IT FURTHER RESOLVED that the President or Vice President of this Board the General Manager or such person as the General Manager shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of the Board are hereby authorized empowered and directed to execute said Amendment for and on behalfof LADWP

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 46 - A written recommendation was received from the Personnel Relations Committee that the Board approve their report relative to Grievance No B-074-09 filed by Mr James R Cole

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 41

The following items were presented by the Secretary and ordered filed

ITEM NO 47-A - A report from the Interim Chief Financial Officer showing receipts disbursements and cash balances of the Water and Power Revenue Funds for the month ending December 312010 as follows

REVENUE FUNDS (in thousands)

WATER POWER Beginning Balance December 1 2010 $ 281806 $ 688330

ADD Customer Collections 110560 297326 DWP Interfund Transfers 89106 29923 IPP Subordinated Notes 11343 Other City Departments 6040

Total Receipts $ 199931 $ 344632

LESS Payments to Vendors 62276 237418 Bond Redemption and Interest 57863 124941 Payrolls 23817 52513 SewerlUtility Taxes 38316 49427 DWP Interfund Transfers 36036 42291 Other City Departments 8377 Total Disbursements $ 218321 j 514~967

Ending Balance December 31 2010 $ 263416 $ 517995

ITEM NO 47-B - Monthly report ofactivities for the following units

bull Water System (December 2010)

bull Power System (November 2010)

bull Financial Services Organization (November 2010IDecember 2010)

ITEM NO 47-C - Reports for informational purposes

bull Quarterly Status Report on Water Quality Regulatory Compliance Projects

bull Investment Report Quarter Ending September 30 2010

bull Legislative and Regulatory Update

THE BOARD shall recess to closed session for a conference with legal counsel regarding

A Existing litigation in the following matter

1 Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

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REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 42

2 City of Los Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

B Anticipated litigation in the following matters

1 Discussion regarding initiation of litigation (1 case) pursuant to Subdivision (c) of Section 549569 of the California Government Code

2 Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

MEETING RECESSED at 1240 pm

MEETING RECONVENED at 1250 pm

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 lO22 AM Page 43

Los Angeles California February 12011

MINUTES OF CLOSED SESSION OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

HELD IN ROOM 1555-H FEBRUARY 12011

1250 PM

Meeting called to order by President Thomas S Sayles and roll called

Present Commissioners President Sayles Eric Holoman Christina E Noonan Jonathan Parfrey

Absent None

A quorum present

In attendance were the following

Ronald O Nichols General Manager Martin L Adams Director of Water Operations Oscar Alvarez Electrical Engineer Aram H Benyamin Senior Assistant General Manager - Power System Joseph Brajevich Assistant General Counsel Water and Power Dirk Broersma Assistant City Attorney Richard M Brown General Counsel Water and Power Priscila Castillo Deputy City Attorney Michael A Coia Executive Director ofPower System Operations and Maintenance Lonnie Eldridge Deputy City Attorney James B McDaniel Senior Assistant General Manager - Water System Lorraine Paskett Senior Assistant General Manager - Sustainability Programs

and External Affairs Ann M Santilli Interim Chief Financial Officer Mark J Sedlacek Director of Environmental Affairs Kenneth Silver Electrical Service Manager Eskel H Solomon Assistant City Attorney Cecilia KT Weldon Chief Administrative Officer

Also in attendance

David Kim Mayors Office

A CLOSED SESSION was held for a conference with legal counsel regarding

Existing litigation in the following matters

ITEM NO 49 Al Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 44

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$14263507 to Allstate Insurance Company in full and complete settlement ofLADWP Claim Number 1026286

RESOLUTION NO 011-202

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Power Revenue Fund in the sum of $14263507 to be paid in the form ofa draft to Allstate Insurance Company Said payment is in full compromise and complete settlement ofLADWP Claim Number 1026286 which arose out of fire damage to personal and real property at 4333 Griffin Avenue Los Angeles California on September 25 2009 The City Attorney is hereby authorized to deliver said draft to Allstate Insurance Company andor the Law Office of Cuibreth amp Schroeder LLR upon receipt of a properly executed Full Release of All Claims and Request for Dismissal

Seconded by President Sayles and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Anticipated litigation in the following matter

ITEM NO 49 B2 (1st case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$5935695 to Landmark Property Management Group LLC in full compromise and complete settlement ofLADWP Claim Number 1027520

RESOLUTION NO 011-203

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $5935695 to be paid as follows a draft in the amount of $5935695 payable to Landmark Property Management Group LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1027520 which arose out of damage done to the structure known as the Santa Fe Loft Apartments at 121 East Sixth Street Los Angeles on August 5 2010 as the result of a Water System water main break The City Attorney is hereby authorized to deliver said draft to Landmark Property Management Group LLC upon receipt ofa properly executed Full Release of All Claims and Request for Dismissal

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 45

Anticipated litigation in the following matter

ITEM NO 49 B2 (20d case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(l) of Section 549569 of the California Government Code

Discussion held action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$8000000 to National Subrogation Services in full compromise and complete settlement ofLADWP Claim Number 1025898-19

RESOLUTION NO 011-204

BE IT RESOLVED by the Board ofWater and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $8000000 to be paid as follows a draft in the amount of $8000000 payable to National Subrogation Services LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1025898-19 which arose out of damage to the business known as Canyon Beachwear located at 13035 Ventura Boulevard Studio City on September 52009 The City Attorney is hereby authorized to deliver said draft to National Subrogation Services LLC upon receipt of a properly executed Full Release ofAll Claims and Request for Dismissal

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Existing litigation in the following matter

ITEM NO 49 A2 - City ofLos Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

Discussion held - no action taken

Anticipated litigation in the following matter

ITEM NO 49 B2 (3rd case) - Discussion regarding significant exposure to litigation (3 caSes) pursuant to Subdivision (b )(1) of Section 549569 of the California Government Code

Discussion held - action taken but not a final action that was reportable

Anticipated litigation in the following matter

ITEM NO 49 Bl- Discussion regarding initiation oflitigation (l case) pursuant to subdivision (c) of Section 549569 of the California Government Code

Discussion held - no action taken

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REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 46

COMMISSIONER NOONAN moved the meeting be adjourned

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Meeting adjourned at 1 30 pm

An announcement was made in the Board Room regarding adoption ofthree resolutions one pertaining to the settlement of Los Angeles Superior Court Case Number BC448561 and two pertaining to the settlement ofLADWP Claim Number 1027520 and LADWP Claim Number 1025898-19

SIGNED

~AtrufL~~ SECRETARY

ATTEST

vs~ PRES~T

Page 14: Los Angeles, California, February 1,2011 WATER AND POWER

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 14

WHEREAS Agreement No R 04310 would allow LADWP to reimburse reasonable costs incurred by CSLC for application processing environmental documentation and construction compliance and mitigation monitoring associated with the preparation ofa Master Plan for Owens Lakebed

NOW THEREFORE BE IT RESOLVED that Agreement No R 04310 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between the Department of Water and Power of the City ofLos Angeles and California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of costs of the California State Lands Commission as stipulated under Agreement No R 04310 up to the total amount of $1003084 and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratifY and execute said Agreement No R 043101 for and on behalf of the LADWP

ITEM NO 27 - Authorizes execution of Memorandum ofAgreement with the Los Angeles Department ofPublic Works Bureau of Sanitation the Los Angeles Department ofPublic Works Bureau of Street Services and The River Project to develop and construct the Woodman Avenue Multi-Beneficial Stormwater Capture Project The total project cost estimate is $3396750 ofwhich LADWP is contributing $1200000 for project funding and $150000 for Grant administration Construction completion is scheduled for November 2012 Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-184

WHEREAS the City ofLos Angeles (City) possesses the right to the surface waters of the Los Angeles River its tributaries and the native groundwater ofthe San Fernando Basin in accordance with the California Superior Courts Judgment dated January 26 1979 in The City oLos Angeles vs City oSan Fernando et al Case No 650079 and

WHEREAS local groundwater has historically comprised approximately 15 percent of the Citys water supply which is partially dependent upon replenishment from stormwater flows and

WHEREAS LADWP desires to optimize the use oflocal water resources including stormwater and groundwater to reduce the Citys dependence on imported water supplies and

WHEREAS LADWP is committed to pursuing opportunities to maximize groundwater recharge to sustain and augment the long-term reliability of the Citys groundwater supply in the San Fernando Basin and

WHEREAS LABOS is a bureau of the municipally owned Los Angeles Department ofPublic Works responsible for collecting cleaning and recycling solid and liquid waste including stormwater and urban runoff and

WHEREAS LABSS is a bureau of the municipally owned Los Angeles Department ofPublic Works responsible for street and alley construction and maintenance and

WHEREAS TRP is a non-profit 501(c)(3) organization dedicated to watershed protection conservation and enhancement in Los Angeles County TRP authored the TujungaJPacoima Watershed Plan and has extensive experience studying the Tujunga Watershed and its comprehensive environments and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 15

WHEREAS LADWP LABOS and TRP are committed to pursuing opportunities to enhance water conservation stormwater capture improve water quality and increase open space and

WHEREAS LADWP LABOS and TRP have jointly identified Woodman Avenue located in the San Fernando Valley as a unique opportunity to capture treat and infiltrate a significant volume ofstormwater runoff on an annual basis and

WHEREAS LADWP LABOS LABSS and TRP wish to enter into the proposed Memorandum of Agreement (MOA) to develop and construct the Woodman Avenue Multishybeneficial Stormwater Capture Project (Project) and

WHEREAS the Project will result in the capture treatment and infiltration ofan estimated 80 acre-feet of stormwater per year and

WHEREAS the estimated Project costs are $3396750 and

WHEREAS LADWP in partnership with LABOS and TRP was awarded $1646750 by the 2008 CALFED Watershed Grant Program for the Project and

WHEREAS LABOS has agreed to fund the project management engineering design and construction management of up to a maximum of $400000 and

WHEREAS LADWP has agreed to provide up to $1200000 for construction and $150000 for staff support and

NOW THEREFORE BE IT RESOLVED that the proposed MOA between and among LADWP LABOS LABSS and The River Project (TRP) for the Woodman Avenue Multishybeneficial Stormwater Capture Project (Project) approved as to form and legality by the City Attorney and filed with the Secretary of the Board be and the same is hereby approved and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in the amount of $1 200000 for the construction work proposed under this MOA that has been budgeted under Fiscal Year 2011-12

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Memorandum of Agreement for and on behalf of LADWP

ITEM NO 28 - Adopts the Initial Study and Mitigated Negative Declaration for the Woodman Avenue Multi-Beneficial Stormwater Capture Pilot Project approving the Project and authorizing its construction The cost ofthis project is estimated to be $3396750 with an estimated duration of four years Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-185

WHEREAS the City ofLos Angeles Department of Water and Powers (LADWP) Watershed Management Group and the City of Los Angeles Bureau of Sanitations (LABOS) Watershed Protection Division in partnership with the non-profit group The River Project have identified Woodman Avenue located in the San Fernando Valley as a unique opportunity to capture treat and infiltrate a significant volume of stormwater runoff on an annual basis and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 16

WHEREAS LADWP proposes to implement the Woodman Avenue Multi-Beneficial Stonnwater Capture Pilot Project (Project) to help recharge the groundwater table improve water quality and alleviate local flooding along the 7700 block ofWoodman Avenue and

WHEREAS LADWP prepared an Initial StudylNegative Declaration (ISIMND) for the proposed Project and circulated this document for public review from December l3 2010 to January 142011 and

WHEREAS a Notice of Intent to Adopt an MND was published in the Los Angeles Times and mailed to interested persons and agencies

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners of the City ofLos Angeles (Board) recognizes that a study was made ofthe potential environmental effects of the proposed Project including its construction and operation This study is embodied in the ISMND on file with the Secretary of this Board and is incorporated in this Resolution and made a part hereof

BE IT FURTHER RESOLVED that the Board recognizes the ISMND identifies the following impacts that are potentially significant unless mitigation is incorporated and proposes the following mitigation measures and a program for implementation and monitoring

Potential Mitigation Recommended Mitigation PeriodMethod Implementation Impact Measure of Implementation Monitor

No

Cultural Resources I Itispossibletl1at CUL-I Should archaeological or paleontological During constructio Project

subsurface resources be encountered during earth- Construction archaeological or moving activities (Le grading and Manager will be paleontological resource excavation) a qualified archaeologist ando responsible for may be present within paleontologist shall be retained and shall implementation the project area implement procedures for temporarily andLADWP

halting or redirecting work to permit the Environmental sampling identification and evaluation of Services will the resources as appropriate Ifthe provide resources are found to be significant the compliance archaeologist andor paleontologist shall oversight determine appropriate actions in cooperation with the City of Los Angeles shyfor preservation andor data recovery If human remains are discovered the Los Angeles County Coroner shall be contacted the area of the find shall be protected and provisions of State CEQA Guidelines Section 150645 shall be followed

Hazards and Hazardous Materials Temporary lane closures HAZ-I A Traffic Control Plan will be prepared and Prior to and during Project and other public right-of will include notification ofsurrounding construction Construction way construction emergency service providers including the Manager will be activities could impair adjacent Kaiser Permanente Medical Center responsible for implementation of or As part of the plan emergency service implementation physically interfere with providers will be notified prior to andLADWP an adopted emergency construction and provided information Environmental response plan regarding lane closures construction Services will

schedule driveway blockages etc A plan t( provide maintain or accommodate essential compliance emergency access routes eg plating over oversight excavations use of detours etc will be developed and implemented

Noise Constructive activity NOI-l Project specifications shall restrict Prior to and during Project could result in temporaI) construction to normal work days and hours construction Construction exposure of persons to (as per LAMC Section 4110) and shall Manager will be excessive noise and require the construction contractor to responsible for vibration develop and implement a Noise Mitigation implementation

Plan to include the use ofmuftlers shields andLADWP sound barriers andor other noise reduction Environmental devices or techniques as feasible during Services will operation ofconstruction equipment Two provide weeks prior to the onset of construction compliance

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REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Pagel7

of construction notification of the location timing and duration of the proposed construction shall be provided to adjacent residents and businesses (within a V mile radius from the project site) and Kaiser Permanente Panorama City

oversight

Transportation and Traffic Temporary lane closures TR-l and other public right-of way construction activities could affect vehicle traffic and other modes of transportation beyond acceptable levels

A Traffic Control Plan will be prepared and approved by the City prior to the beginning ofconstruction Emergency service providers (fire police and ambulance) and Kaiser Pemlanente Panorama City shall be notified prior to construction to communicate information regarding lane closures construction schedule driveway blockages etc and to develop a plan to maintain or accommodate essential emergency and patient access routes eg plating over excavations use of detours effect on existing bus stop etc

Prior to construction

Project Construction Manager will be responsible for implementation andLADWP Environmental Services will provide compliance oversight

BE IT FURTHER RESOLVED that this Board further fmds that with the implementation of the above mitigation measures potential impacts to cultural resources hazards and hazardous materials noise and transportation and traffic will be less than significant

BE IT FURTHER RESOLVED that this Board certifies that the ISIMND has been prepared in compliance with California Environmental Quality Act that it has reviewed and considered the information contained in the ISIMND and that the ISIMND reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board finds on the basis of the whole record before it including the IS that there is no substantial evidence that the Project will have a significant effect on the environment

BE ITFURTHER RESOLVED that this Board adopts the ISIMND and approves the Project

BE IT FURTHER RESOLVED that LADWP shall file a Notice ofDetermination with the Los Angeles City Clerk and the Los Angeles County Clerk within five working days after deciding to approve the Project

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of tIe record of proceedings for this project

ITEM NO 29 - Approves Addendum No 1 to the Mitigated Negative Declaration for the Geotechnical Investigation for the North Haiwee Dam No2 Project Further a Notice of Determination is authorized to be filed with the Inyo County Clerk Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-186

WHEREAS LADWP proposes to implement the Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS LADWP prepared an Initial StudylMitigated Negative Declaration (ISIMND SCH 2003091085) for a similar project at the same location in April 2004 titled Geotechnical Investigations at North Haiwee Dam Project and

WHEREAS the City of Los Angeles Board of Water and Power Commissioners (Board) adopted the ISIMND and approved the implementation of the Geotechnical Investigations at North Haiwee Dam Project on July 6 2004 and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 18

WHEREAS an Addendum which addresses the proposed modifications to the previously adopted ISIMND has been prepared titled Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS CEQA Guideline section 15164(b) allows a lead agency to prepare an addendum to an MND as follows

An addendum to an adopted negative declaration may be prepared ifonly minor technical changes or additions are necessary or none of the conditions described in Section 15162 calling for the preparation of a subsequent EIR or negative declaration have occurred

WHEREAS CEQA Guideline section15162 requires a subsequent negative declaration under the following circumstances

(a) When an EIR has been certified or a negative declaration adopted for a project no subsequent ErR shall be prepared for that project unless the lead agency determines on the basis of substantial evidence in the light of the whole record one or more of the following

(1) Substantial changes are proposed in the project which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects

(2) Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous ErR or Negative Declaration due to the involvement ofnew significant environmental effects or a substantial increase in the severity of previously identified significant effects or

(3) New information of substantial importance which was not known and could not have been known with the exercise ofreasonable diligence at the time the previous ErR was certified as complete or the Negative Declaration was adopted shows any of the following

A) The project will have one or more significant effects not discussed the previous EIR or negative declaration or

B) Significant effects previously examined will be substantially more severe than shown in the previous ErR or

C) Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project but the project proponents decline to adopt the mitigation measure or alternative or

D) Mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce one or more significant effects on the environment but the project proponents decline to adopt the mitigation measure or alternative

NOW THEREFORE BE IT RESOLVED that the City of Los Angeles Board of Water and Power Commissioners (Board) recognizes that a study of the proposed changes to the previously adopted ISIMND was made and the associated environmental effects assessed for the proposed Geotechnical Investigations for the North Haiwee Dam No2 Project This study is embodied in the Addendum on file with the Secretary ofthis Board This Board has reviewed and considered the information contained in such document which is incorporated in this Resolution and made a part hereof

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 19

BE IT FURTHER RESOLVED that this Board makes the following fIndings and determinations with respect to the proposed project

bull An Addendum was prepared which analyzed the potential environmental impacts associated with the construction and operation ofthe proposed project

bull As demonstrated in the environmental analysis of the currently proposed project modifIcations none of the conditions described in CEQA Guideline section 15162 calling for the preparation ofa subsequent EIR or negative declaration have occurred The proposed project modifIcations would not result in any additional signifIcant impacts nor would it increase the severity ofpreviously identifIed signifIcant impacts Therefore it can be concluded that pursuant to CEQA Guideline section 15164(b) the proposed project modifIcations are only minor technical changes or additions and as such an addendum to the 2004 MND for the Geotechnical Investigations at North Haiwee Dam Project may be prepared

Below is the proposed Mitigation Monitoring and Reporting Plan (MMRP) for the proposed Addendum This MMRP includes mitigation measures from the previously approved 2004 ISIMND as well as proposed changes to it in order to enhance its effectiveness Underline denotes a new measure while strikeout indicates a removed measure

Air Quality

bull The project specifIcations shall incorporate the applicable provisions of the Great Basin Valleys Air Pollution Control District Fugitive Dust Rule (Rule 401) provided below

A person shall take reasonable precautions to prevent visible particulate matter from being airborne under normal wind conditions beyond the property from which the emission originates Reasonable precautions include but are not limited to

1 Use where possible of water for control ofdust in trenching and boring operations

2 Application of water on dirt roads material stockpiles

3 Use ofwater chemicals chuting venting or other precautions to prevent particulate matter from being airborne in handling dusty materials to open stockpiles and mobile equipment and

4 Maintenance of roadways in a clean condition

bull The contractor shall discontinue construction activities during fIrst and second-stage smog alerts

Biological Resources

bull To compensate for the permanent loss ofhabitat LADWP will preserve Mohave ground squirrel habitat (Habitat Management Lands) at a 3 1 ratio at a location approved by CDFG Funding for the long-term management ofthe land preserved also is required LADWP and CDFG will negotiate the per-acre cost ofmanaging the lands to be preserved and fee title or conservation easement shall be granted to CDFG or other CDFG-approved non-profIt entity

Alternatively the preservation ofMohave ground squirrel habitat could be accomplished through elimination ofcattle grazing on lands owned by LlDWP in Jnyo County vvithin the geographic range ofMohave ground squirrel andor restomtion ofnative vegetation within the range and in habitat suitable for Mohave ground squirrel on LADWP public or state lands in Jnyo County In either case LADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 20

U~~~fer e title or a cOflservatiofl easemeflt oler the Habitat ManagemeBt Laads to ~rt~rms approved by the CDFG AlteFflatit-ely the traflsfer mad be to

another public entity or not profit corporation appro led by the CDFG d t) approed by the CDFG 1lfrer erms

bull A pre-construction environmental education program shall be conducted for all persons working on the project The education program shall include identification of sensitive biological resources on-site terms and conditions of the Incidental Take Permit and the California Endangered Species Act

bull Impacts to sanicle cyrnopterus shall be avoided where feasible through project redesigIl In particular Trench T 2 contains hve clusters of sanicle cyrnopterus If redesigIl of Trench T 2 to atOid impacts to sanicle cymopterus is not feasible a mitigation plan shall be negotiated with and approed by CDFG

bull Sanicle cymopterus populations near proposed geotechnical testing sites shall be flagged by a qualified biologist prior to testing activities and avoided by project personnel

bull A qualified biological monitor familiar with sanicle cymopterus shall be on-site during testing activities in the vicinity of this species

bull Project boundaries shall be clearly delineated prior to construction Existing roads shall be used to the greatest extent possible All project-related parking and equipment storage shall be confined to previously disturbed areas

bull A qualified biological monitor familiar with Mohave ground squirrel shall be on-site to monitor trenching and boring activities

bull Trash and food items shall be removed from the site daily and disposed ofproperly to avoid attracting ravens a common predator of the Mohave ground squirrel

bull Ramps shall be provided in trenches to allow animals to escape

bull All temporarily affected areas that were previously vegetated shall be restored with native plant species to accelerate recovery

bull During construction and at the completion of construction activities monthly and final compliance reports shall be provided to CDFG documenting the effectiveness of mitigation measures and the level of take associated with the project

bull Water from well-pump testing shall be discharged to the ground in Mohave ground squirrel habitat areas

bull Because project activities will disturb Mohave ground squirrel habitat in a recognized core area for the species land acquisition to compensate for habitat loss should focus on private or BLM disposal lands within the CosoOlancha core area ELM disposal lands west of the North Haiwee Dam (828 acres) are within the CosoOlancha core area and should be considered the top priority mitigation lands If land acquisition is not possible or proves difficult in CosoOlancha core area then land should be acquired in one ofthe following alternative areas (listed in order ofpreference)

1 In the Little Dixie Wash core area Kern County 2 In the corridor connecting the CosoOlancha core area and the Little Dixie Wash

core area 3 Adjacent to the CosoOlancha core area in Inyo County and 4 In the corridor connecting the Little Dixie Wash core area and the Edwards Air

Force Base Core Area in Kern County

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 21

bull An authorized biologist or monitor shall guide project equipment around active ground squirrel burrows to reduce the likelihood of taking individual Mohave ground squirrels and minimize habitat disturbances

bull If a live Mohave ground squirrel is unearthed during project activities the Authorized Biologist shall rescue the squirrel and if it is the squirrels active period release it at least 50 meters from project activities If it is the squirrels dormant period then the biologist should construct an artificial burrow at least 50 meters from project activities and place the squirrel in the artificial burrow

bull Individual Joshua trees shall be avoided to the greatest extent possible Compensation for impacts to Joshua tree woodland shall be negotiated with CDFG prior to groundshydisturbing activities

bull Compensation for impacts to Mohave riparian forest shall be negotiated with CDFG prior to ground-disturbing activities

In addition to ensure that project impacts to other special-status wildlife species and Jurisdictional Waters and Wetlands would be mitigated to less than significant the following additional mitigation measures are recommended

bull Conduct pre-construction protocol surveys for desert tortoise Pre-construction surveys should be conducted no more than 30 days prior to construction operations Standard protocol language includes Protocol surveys for desert tortoise will follow the guidelines for linear projects stipulated in the Pre-Project Field Survey Protocol for Potential Desert Tortoise Habitats (USFWS 2010) As stated in this guideline a 10 meter wide belt that transects with 100 percent coverage would be conducted in all habitats capable of supporting the desert tortoise within the project area Ifneither tortoises nor sign are encountered during the Action Area surveys three additional 10 meter belt transects at 200 meter intervals parallel to the project area will be surveyed Surveys for determination of presence or absence are restricted to the desert tortoises active period which is April through Mayor September through October and at temperatures below 40 degrees Celsius

bull Should a desert tortoise burrow be observed during pre-construction surveys and the end is not visible the burrow should be scoped for tortoise occupancy All unoccupied burrows should be collapsed Should a live desert tortoise be observed during preshyconstruction surveys above- or below ground desert tortoise fencing must be installed around project work areas excluding access roads Tortoise fencing will avoid occupied burrows iffound Fence installation will require two desert tortoise clearance surveys within the exclusion area prior to beginning construction operations Any tortoises found within the exclusion fence the exclusion fence will be re-designed to exclude the tortoise from the project work area No handling of tortoises is permitted

bull A biological monitor is recommended for the duration ofproject construction operations Should a tortoise be observed during construction operations project activities will temporarily cease in the immediate area and allow the tortoise to move on its own accord

bull In accordance with federal and California State Endangered Species Acts the contractor shall immediately report all observations of desert tortoise or any listed species to LADWP Environmental Services and take care not to take or harass the species A LADWP Environmental Service Representative will inform appropriate federal and State resource agency personnel of the sighting

bull Implement pre-construction surveys and construction monitoring to minimize impacts to badger

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 22

bull For any construction activities scheduled to occur during the nesting season (typically February 15 to July 31) pre-construction surveys should be conducted to identify any nesting birds If active nests are identified determine whether proposed activities within 200 feet could cause found nests to fail

Cultural Resources

bull Trenching boring and well locations in areas outside ofpreviously surveyed areas such as T -7 (EDA W 2003b) require a pedestrian archaeological survey and ifapplicable a record search prior to construction activities All activities shall be located to avoid historic and archaeological resources

bull Trenching and boring locations shall be located to avoid known historic or archaeological resources-in particular the historic and cultural resources at Trenches T-4 and T-5 and the geotechnical borings in and around CA-INY-22435703 CA-INYshy4591H HD-CS-OOIH (now CA-INY-6574) HD-CS-005H CA-INY-6575 (formerly HD-CS-002H) CA-INY-6577 and CA-INY-6585 shall be flagged for avoIdance A qualified archaeologist shall be retained to assist with determining acceptable location parameters for these trenches and borings The archaeologist is authorized to delineate the loci of the existing resources at Trenches T -4 and T -5 by use ofsmall-shovel test pits

bull A qualified cultural resources monitor shall be on-site during ground-disturbing activities at the adjusted Trench T-4 and T-510cations and at the borings in and around known cultural resources The cultural resources monitor shall have the authority to halt or redirect construction ifnew significant cultural resources are found

BE IT FURTHER RESOLVED that this Board fmds that with the implementation of the above mitigation measures potential impacts to air quality biological resources and cultural resources will be less than significant

BE IT FURTHER RESOLVED that this Board has reviewed and considered the information as contained in the proposed Addendum and that the Addendum reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board adopts the Addendum requires implementation of the mitigation measures adopts the Mitigation Monitoring and Reporting Plan approves the Geotechnical Investigations for the North Haiwee Dam No2 Project and approves the payment for permit and mitigation costs associated with this project

BE IT FURTHER RESOLVED that LADWP shall file a Notice of Determination with the Inyo County Clerk that finds that this Board has adopted the Addendum for the project that the Board has required implementation of the mitigation measures for the project that the Board has adopted the Mitigation Monitoring and Reporting Plan for the project and that there is no substantial evidence in light of the whole record that the project may have a significant effect on the environment

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of the record of proceedings for this project

ITEM NO 30 - Recommends approval of the Grid Reliability Study dated December 31 2010 that is required per Section 3B3 of the Once-Through-Cooling Policy Upon approval LADWP will fmalize and submit the Study to the State Water Resources Control Board and the Statewide Advisory Committee on Cooling Water Intake Structures Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Power System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 23

RESOLUTION NO 011-187

WHEREAS the Los Angeles Department of Water and Power (LADWP) has an obligation to provide adequate and reliable electricity service to its customers in The City of Los Angeles and

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners approves the Grid Reliability Study (GRS) dated December 31 2010

BE IT FURTHER RESOLVED that LADWP may use this GRS for submission to any agency or entity requiring LADWP to submit a reliability study

ITEM NO 31- Authorizes execution of Amendment No1 to Short Form IRU-12 Lease Agreement (Agreement No FO-500-092007) with Fox Entertainment Group Inc to continue to provide the Indefeasible Right of Use of a certain component of the LADWPs fiber optic network between 10351 Santa Monica Boulevard Los Angeles and Building 101 10201 Pico Boulevard Los Angeles The term ofAgreement is amended to five yeats Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-188

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 subordinate agreement to Optical Fiber Lease Agreement No FO-293-042004 (Master Agreement) between the Department of Water and Power of the City of Los Angeles (LADWP) and Fox Entertainment Group Inc was approved by the General Manager and became effective on January 18 2008 grants to Fox Entertainment Group Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 has an initial term of three (3) years which expired on January 18 2011 and

WHEREAS both the LADWP and Fox Entertainment Group Inc desire to extend the term of Short Form IRU-12 Lease Agreement No FO-500-092007 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No I to Short Form IRU-12 Lease Agreement No FO-500-092007 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Fox Entertainment Group Inc be and the same is hereby approved and ratified

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 the Assistant Secretary or the Acting Secretary ofthe Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 for and on behalfofLADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 24

ITEM NO 32 - Authorizes execution ofAmendment No1 to Short Form IRU-08 Lease Agreement (Agreement No FO-609-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network between One Wilshire 4th Floor MMR or MDF Room 624 South Grand Avenue Los Angeles California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to five years Submitted by ChiefOperating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-189

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-0l2006 (Master Agreement) between the Department ofWater and Power of the City of Los Angeles (LADWP) and Sohonet Inc was authorized by Board Resolution No 010-213 on February 22010 grants Sohonet Inc the Indefeasible Right ofUse ofa certain component ofthe LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 has an initial term of one (1) year which is set to expire on February 16 2011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-08 Lease Agreement No FO-609-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-08 Lease Agreement No FO-609-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 for and on behalfofLADWP

ITEM NO 33 - Authorizes execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement (Agreement No FO-610-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse ofa certain component of the LADWPs fiber optic network between ADS 948 Cahuenga Boulevard Hollywood California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to two years Submitted by Chief Operating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-190

WHEREAS this Short Form IRU-09 Lease Agreement No FO-61O-1212009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-01l2006 (Master Agreement) between the Department of Water and Power ofthe City of Los Angeles (LADWP) and Sohonet Inc was approved by the General Manager and became effective on February 19 2010 grants Sohonet Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 25

WHEREAS this Short Form IRU-09 Lease Agreement No FO-61 0-122009 has an initial term ofone (1) year which is set to expire on February 192011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-09 Lease Agreement No FO-610-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU -09 Lease Agreement No FO-61 0-122009 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 for and on behalfofLADWP

ITEM NO 34 - Authorizes execution ofAmendment No 1 to Purchase Order 49019-1 (New Agreement No 47003) with Phimation Strategy Group for consulting services for change management efforts and training This Amendment increases contract amount by $235750 and extends the contract one year All other contract terms remain the same Submitted by Chief Operating Officer

RESOLUTION NO 011-191

WHEREAS the Los Angeles Department of Water and Power (hereinafter referred to as LADWP) and Phimation Strategy Group (hereinafter referred to as Consultant) entered into a contract wherein Consultant agreed to assist the General Managers Office (GM) to conduct change leadership training and culture change program and

WHEREAS effective September 13 2010 the LADWP and Consultant entered into Purchase Order Agreement No 49019-1 (which together with all amendments and supplements thereto hereinafter shall be referred to as the Agreement) and

WHEREAS the LADWP proposes to execute Amendment No1 to Purchase Order 49019-1 to extend the term through February 122012 and

WHEREAS the LADWP proposes to amend Purchase Order 49019-1 to increase the contract amount from $149000 to $384750 converting the General Manager Award to a Board Award (New Agreement No 47003) and

WHEREAS the amendment is necessary and proper to continue or complete certain activities authorized under the Agreement

NOW THEREFORE BE IT RESOLVED that the LADWP and Consultant agree to amend the Purchase Order Agreement No 49019-1 as follows

Make an administrative change in the Agreement number from 49019-1 to 47003 2 The term ofthe Agreement has been extended through February 122012 3 The total cost ofthe Agreement is increased by $235750 for a maximum expenditure

limit of $384750

1

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 26

4 Add Line Item 002 to read as follows Change Leadership Training and Culture Change Program - Additional Services as described in Service Definition All not-to-exceed $235750

5 Delete and replace terms under Page 2 Service Definition 6 Delete and replace terms described under Pages 2-3 Invoice and Payments 7 Delete terms under Pages 3-4 Itemized Expenses in its entirety 8 Delete and replace terms described under Page 9 Termination

BE IT FURTHER RESOLVED that pursuant to City Charter Section 371 (e)(2) the use of competitive bidding for this agreement is not practicable or advantageous because the work to be performed is of an expert professional temporary and occasional character

BE IT FURTHER RESOLVED the Board finds in accordance with Charter 1022 of the Los Angeles City Charter that the services to be performed under this contract can be more economically and feasibly performed by an independent contractor than by City employees

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under this Agreement and

BE IT FURTHER RESOLVED that the President or 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 of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalfofLADWP

ITEM NO 35 - Awards Amendment No2 to Contract No 969 to Furnish and Deliver Tires and Tubes to TCI Tire Centers LLC for a cooperative purchase with City ofLos Angeles Department of General Services Division Contract No 58289 The amendment will increase the second optional period by $1012595 All other contract tenns shall remain the same Submitted by Chief Operating Officer and Chief Administrative Officer

RESOLUTION NO 19362

WHEREAS TCI Tire Centers LLC was awarded Contract No 969 a cooperative purchase to City ofLos Angeles Department of General Services Division Contract 58289 for furnishing and delivering of tires and tubes and

WHEREAS the Los Angeles Department of Water Power (LADWP) utilizes Contract No 969 to provide routine maintenance to LADWPs motor pool and

WHEREAS LADWPs Joint System recommends Amendment No2 to Contract No 969 with TCI Tire Centers LLC to increase the second optional period by $101259500 to $180000000 and

WHEREAS Contract No 969 is coterminous with the City ofLos Angeles Contract No 58289 which expires on May 31 2011 No additional time is needed

NOW THEREFORE BE IT RESOLVED that Amendment No2 to Contract No 969 is approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee is hereby authorized and directed to draw demands upon the Water and Power Revenue Funds in accordance with the terms of this amendment awarded pursuant to Contract No 969 and this resolution

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 27

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 themiddot Acting Secretary of the Board are hereby authorized and directed to execute said contract for and on behalf ofLADWP

ITEM NO 36 - Authorizes execution ofa Purchase and Sale Agreement ofReal Property at 12655 Garber Street Pacoima California for the Water Systems Garber Street Recycled Water Tank Project for the purchase price of$350000 plus closing and incidental expenses (Real Estate File W-36943) Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-192

W-36943 (Purchase ofFee Property Required for the Garber Street Recycled Water Tank)

WHEREAS the Los Angeles Department of Water and Power (LADWP) would like to acquire a parcel of land (which includes a residence) for the Garber Street Recycled Water Tank and

WHEREAS the LADWP has identified property owned by Jules M Adger (Seller) located at 12655 Garber Street Pacoima California which LADWP desires to acquire and

WHEREAS the Board ofCommissioners of the Los Angeles Department of Water and Power has the authority pursuant to Los Angeles City Charter Section 675(d)(1) to acquire by purchase all real property convenient for LADWP purposes

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners hereby approve substantially as to form the Purchase and Sale Agreement between LADWP and the Seller and

BE IT FURTHERRESOLVED 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 directed and empowered to execute said Purchase and Sale Agreement for and on behalf of the LADWP The Manager ofReal Estate is authorized empowered and directed to execute Escrow Documents and other related documents for and on behalf of the LADWPand

BE IT FURTHER RESOLVED that the Chief Accounting Employee ofLADWP upon proper certification is hereby authorized and directed to authenticate a demand or demands upon the proper revenue fund for payment of the $350000 purchase price plus closing and incidental expenses at least five days prior to the close ofescrow

ITEM NO 37 - Approves payment of $33890899 to the State ofCalifornia Department of Industrial Relations for Workers Compensation Self-Insurance Program administration fees for Fiscal Year 2010-201 L Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-193

WHEREAS the City of Los Angeles Department of Water and Power (LADWP) is selfshyinsured and self-administered for its workers compensation liability

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 28

BE IT RESOLVED that the payment ofWorkers Compensation Self-Insurance Program administration fees for the Fiscal Year 2010-2011 as assessed by the State of California Department of Industrial Relations in their invoice dated November 302010 is $33890899 and pursuant to California Labor Code Sections 625 and 626 is authorized and directed

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to authenticate a demand on the Water Revenue Fund in payment of the above fees arising from the requirements of California Labor Code 625 and 626

ITEM NO 39 - Approves the water quality improvement demand side management reclaimed water and water security expenditures for the twelve month period commencing July 1 2011 Submitted by Chief Operating Officer Interim Chief Financial Officer and

Senior Assistant General Manager - Water System

RESOLUTION NO 011-194

WHEREAS Water Rates Ordinance No 170435 as amended by Ordinance Nos 171639 173017 175964 177968 and 179802 authorizes the recovery of certain qualified Board approved expenditures for Water Quality Improvement Programs through the Water Quality Improvement Adjustment Factor for Demand Side Management and Reclaimed Water Programs through the Water Procurement Adjustment Factor and Water Security costs through the Water Security Adjustment Factor

NOW THEREFORE BE IT RESOLVED that the Board approves Schedules A B C and D which are on file with the Secretary of the Board which describe and identifY (A) water quality expenditures totaling $3374 million (B) demand side management expenditures totaling $310 million (C) reclaimed water expenditures totaling $761 million and (D) water security expenditures totaling $686 million for the twelve-month period from July 1 2011 through June 30 2012

ITEM NO 40 - Authorizes the issuance ofa maximum of $350 million of Water System Refunding Revenue Bonds for the purpose of refinancing higher interest rate bonds with lower interest rate bonds Council approval is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 4831

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMISSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing ofUp to $350000000 Pursuant to Section 609 of The Charter ofThe City ofLos Angeles Through the Issuance of

Revenue Bonds Payable from the Water Revenue Fund

Resolution No- 4831

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City of Los Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power ofthe City of Los Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter of The City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Water Revenue Fund to evidence the indebtedness created by such borrowing

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 29

Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations of the Department payable from the Water Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

THREE HUNDRED FIFTY MILLION DOLLARS ($350000000)

and said Bonds are to be issued in one or more series or sub series at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number of days elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer ofthe Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 ofOrdinance No 172353 of the City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 of Division 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale ofeach series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with respect to the Bonds shall not exceed ten percent ofthe principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 ofthis Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest costfor the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number ofdays elapsed

Section 9 The authorization ofthe issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance ofbonds on account of the Water System heretofore made by resolution of this Board

Section 10 The Secretary ofthis Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices ofthe Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office ofAdministrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 30

ITEM NO 41-Authorizes the issuance ofa maximum of$I5 billion ofPower System Refunding Revenue Bonds to refinance or replace existing Power System Revenue Bonds mostly set with higher interest rates with lower rates thereby lowering LADWPs cost of debt Council approval is required Submitted by ChiefOperating Officer and Interim Chief Financial Officer

RESOLUTION NO 4830

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMSSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing of Up to $1500000000 Pursuant to Section 609 of The Charter of The City of Los Angeles Through the Issuance of

Revenue Bonds Payable from the Power Revenue Fund

Resolution No 4830

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City ofLos Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power of the City ofLos Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter ofThe City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Power Revenue Fund to evidence the indebtedness created by such borrowing

Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations ofthe Department payable from the Power Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

ONE BILLION FIVE HUNDRED MILLION DOLLARS ($1500000000)

and said Bonds are to be issued in one or more series or subseries at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of 365 days for the actual number ofdays elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer of the Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 of Ordinance No 172353 ofthe City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 ofDivision 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale of each series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 31

is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with re~pect to the Bonds shall not exceed ten percent of the principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 of this Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of365 days for the actual number of days elapsed

Section 9 The authorization of the issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance of bonds on account of the Power System heretofore made by resolution of this Board

Section 10 The Secretary of this Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices of the Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office of Administrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

ITEM NO 42 - Authorizes execution of Agreement No 47582 with Dewey amp LeBoeufLLP for Legal Services related to Merger and Acquisition Transactions to divestiture of power assets and the potential acquisition of non-carbon replacement assets The total amount not to exceed $1000000 for a term ofeighteen months Submitted by Chief Operating Officer and General Counsel

RESOLUTION NO 011-195

WHEREAS the Office of the City Attorney (City Attorney) on behalf ofthe Los Angeles Department of Water and Power (LADWP) solicited requests for proposals from law firms to assist the City Attorney in providing LADWP advice and representation in matters related to the Departments merger and acquisition transactions (M amp A) to divestiture ofpower assets and the potential acquisition of non-carbon replacement assets

WHEREAS the City Attorney selected the law finn of Dewey amp LeBoeuf LLP from a competitive bidding process for providing the necessary legal services and

WHEREAS the City Attorney finds that an appropriation of$lOOOOOO for a period of eighteen months is necessary at this time to manage anticipated M amp A transactions

BE IT RESOLVED that in compliance with City Charter Section 1022 the Board of Water and Power Commissioners of the City ofLos Angeles (Board) finds it is more feasible to have the assistance ofoutside counsel due to the complexity of and the expertise required for the aforementioned transactions

BE IT FURTHER RESOLVED the President or 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 of the Board be and they are hereby authorized and directed to execute Agreement No 47582 (or one in substantial form and content as the one submitted herewith as determined by the City Attorney) for and on behalf ofLADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 32

BE IT FURTHER RESOLVED that the Chief Accounting Employee of LADWP upon proper certification be and is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under said Agreement

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 48 - Reports were given by Management concerning matters relating to Department operations as follows

a) Integrated Resource Plan Update (Michael Webster Power Engineering Manager)

b) Renewable Portfolio Standard Project Update

Deemed accepted

c) 2010 Urban Water Management Plan (Tom Erb Director of Water Resources)

Written recommendations approved by the General Manager transmitting the following resolutions approved as to form and legality by the City Attorney

ITEM NO5 - Approval of the minutes of the January 4 2011 regular meeting of the Board of Water and Power Commissioners

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO6 - Authorizes award of Specification No 199 to Furnish and Deliver Meters Cold Positive Displacement Type to Neptune Technology Group Inc for a total amount not to exceed $22692293 for a term of one year with two optional one-year periods Submitted by Chief Operating Officer Senior Assistant General Manager - Water System and Chief Administrative Officer

RESOLUTION NO 19363

WHEREAS this contract is to furnish and deliver Meters Cold Positive Displacement Type and

WHEREAS Neptune Technology Group Inc is the lowest compliant bidder under Specification No 199 and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Water System recommends that Neptune Technology Group Inc be awarded a contract under Specification No 199

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 33

NOW THEREFORE BE IT RESOLVED that Neptune Technology Group Inc is awarded Contract No 199 for a total maximum amount not to exceed $2269229300 which includes all optional periods for a term of one-year with two optional one-year extensions under Specification No 199 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the President or Vice President 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 contract for and on behalf of the LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 199 and this Resolution

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO7 - Authorizes award of Specification No 217 to Furnish and Deliver Broadcaster Network Equipment and Software to Evertz Microsystems Ltd for a total amount not to exceed $4750000 for a term of one year with four optional one-year periods Council approval is required Submitted by Chief Operating Officer and Chief Administrative Officer RESOLUTION NO 19364

WHEREAS the Los Angeles Department of Water and Power (LADWP) identified broadcaster video network service as an innovative growth opportunity serving Los Angeles extensive entertainment industry and developed the VideoMAN infrastructure and

WHEREAS this contract is to furnish broadcaster video network equipment and software providing LADWP with the spares and upgrades to meet the demands for this service and

WHEREAS without a contract the LADWP will not be able to support its existing customers and will suffer customer and revenue loss and

WHEREAS LADWPs Joint System recommends a sole source contract be awarded to Evertz Microsystems Ltd (Evertz) the manufacturer of the original equipment and

WHEREAS this contract combined with previous contracts with Evertz constitutes continued contracting exceeding the three year time period set by Ordinance

THEREFORE BE IT RESOLVED that Evertz Microsystems Ltd is awarded a sole source contract under City Charter Section 371(e)(7) for a total amount not to exceed $475000000 which includes all optional periods for a term of one year with four optional one-year periods under Specification No 217 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to draw demands on the Water and Power Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 217 and this resolution

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 34

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Agreements for and on behalfof LADWP after approval by the Los Angeles City Council pursuant to Administrative Code 105

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 20 - Authorizes execution of Confidentiality Agreement DWP No BP 11-001 with California High-Speed Rail Authority in order to assist in its design and development of the California High Speed Rail Project for a term of three years and at no cost Submitted by Chief Operating Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 011-196

WHEREAS California High Speed Rail Authority (CHSRA) desires to engage in a Cocentidentiality Agreement with the Los Angeles Department of Water and Power (LADWP) to maintain proprietary matters confidential for security purposes and

WHEREAS LADWP and CHSRA recognize that utility infrastructure information must remain confidential for security purposes and

WHEREAS CHSRA needs to review the confidential information ofLADWP to design and develop the California High-Speed Train Project The expiration will be three years from the date ofapproval

NOW THEREFORE BE IT RESOLVED that the Confidentiality Agreement DWP No BP 11-001 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and High Speed Rail Authority be and the same is hereby approved and

BE IT FURTHER RESOLVED that the President or the Vice President of the Board or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized and directed to execute the Agreement for and on behalf of LAD WP

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 21- Authorizes execution ofAmended Memorandum of Understanding on Imperial Valley Geothermal Feasibility and Exploration LADWP No BP 09-025A with the Imperial Irrigation District Southern California Public Power Authority and the Cities of Burbank Glendale Colton and Pasadena The amendment will change a number of provisions in the MOU including adding 160 acres ofLADWP owned property LADWP expenditures will not exceed $18 million and the term is for six years from 2011 to 2016 Submitted by ChiefOperating Officer and Senior Assistant General Manager - Power System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 35

RESOLUTION NO 011-197

WHEREAS the original Memorandum ofUnderstanding (MOU) of Imperial Valley Feasibility and Exploration LADWP No BP 09-025 among the Los Angeles Department of Water and Power (LADWP) Imperial Irrigation District (lID) Cities of Burbank Glendale Colton Pasadena and the Southern California Public Power Authority (SCPPA) was approved by this Board ofWater and Power Commissioners (Board) on September 1 2009 under Resolution No 010-081 and

WHEREAS the Board conditionally approved Geothermal Lease Agreement No1 LADWP No BP 09-028 on September 15 2009 under Resolution No 010-100 upon the prerequisite that LADWP add its procurement policies and procedures to the original MOU and

WHEREAS the lID Board concurrently requested an amendment to the original MOU to incorporate an Exploration Structure Due Diligence Effort as a precondition to its approval of the MOU and

WHEREAS the parties of the original MOU renegotiated the terms and conditions to include an additional 160 acres ofreal property owned by LADWP LADWPs procurement policies and procedures and incorporate a preliminary assessment identified as the Exploration Structure Due Diligence Effort

NOW THEREFORE BE IT RESOLVED that the Amended MOU on Imperial Valley Feasibility and Exploration LADWP No BP 09-025A among LADWP lID Cities of Burbank Glendale Colton Pasadena and SCPP A 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 General Manager or Acting General Manager or such person that the General Manager or Acting General Manager shall designate in writing is hereby authorized and directed to execute the Amended MOU for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the funding for the Imperial Valley Feasibility and Exploration project previously approved by this Board on September 1 2009 under Resolution No 010-081 shall remain in effect subject to the reapportionment identified within the Amended MOU (LADWP No BP09-025A) and related appendices

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person that the General Manager or Acting General Manager designates in writing is hereby authorized to perform all duties and obligations as project manager set forth in the Amended MOU

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising from or related to exploration costs and manage any payment offset or credits for any applicable annual rental payments in accordance with the terms and conditions ofthe Amended MOU on Imperial Valley Feasibility and Exploration (LADWP No BP 09-025A)

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 36

ITEM NO 26 - Authorizes LADWPs General Manager to Execute Amendment No 10 Lease PRC 80799 with the California State Lands Commission allowing LADWP to implement gravel cover as Best Available Control Measures on 203 square miles of area on Owens Lake Total costs estimated to be $165473750 and term is December 102010 to May 1 2019 Submitted by Chief Operating Officer and Senior Assistant General Manager shyWater System

RESOLUTION NO 011-198

WHEREAS the Los Angeles Department of Water and Power (LADWP) as part of construction and implementation of the Owens Lake Dust Mitigation Program (OLDMP) has implemented dust mitigation measures and constructed facilities on portions of Owens Lake on sections of State land under the jurisdiction of the California State Lands Commission (CSLC) and

WHEREAS OLDMP activities have been allowed among other authorizations under Lease PRC 80799 and its nine amendments with CSLC and

WHEREAS LADWP is required by the Great Basin Unified Air Pollution Control District (GBUAPCD) to implement OLDMP Phase 8 gravel cover as Best Available Control Measures by November 6 2012 on certain sections of State land under the jurisdiction of CSLC and

WHEREAS on December 102010 CSLC approved Lease PRC 80799 Amendment No 10 that incorporates activities of the OLDMP Phase 8 into Lease PRC 80799 and

WHEREAS CSLC has sent Lease PRC 80799 Amendment No 10 for execution by the General Manager ofLADWP and

WHEREAS the cost of complying with the lease conditions such as purchase of Carbon OffsetslRenewable Energy Public Trust Value mitigation and Attorneys Fees commitment in Lease PRC 80799 Amendment No10 require the City of Los Angeles Board of Water and Power Commissioners approval and

WHEREAS the cost of complying with the lease conditions is estimated to be $165473750 and

WHEREAS Lease PRC 80799 and the first eight amendments duration is for 20 years and covers LADWPs various dust control measures operations and activities from May 1 1999 to May 12019 and

WHEREAS Lease PRC 80799 Amendment No 9s duration is for three years from June 28 2010 or until such time as a Master Plan for Owens Lake is approved by the CSLC and covers LADWPs tillage dust control measures operations and activities and

WHEREAS Lease PRC 80799 Amendment No 10s duration is from December 102010 to May 12019 and

NOW THEREFORE BE IT RESOLVED that Lease PRC 80799 Amendment No1 0 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between the Department of Water and Power of the City of Los Angeles and the California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratify and execute said lease amendment for and on behalf of the LADWP

Approval moved by Commissioner Parfrey

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 37

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey

Noes None

ITEM NO 38 - A written recommendation was received from the Chief Operating Officer and Interim Chief Financial Officer approved by the General Manager recommending the adoption of a resolution approved as to form and legality by the City Attorney authorizing execution ofAgreement No47002 with P A Consulting Group Inc to analyze and assist the Los Angeles Department ofWater and Power to develop a revenue requirement and rate structure

This item was withdrawn

ITEM NO 43 - Adopts an ordinance by the Council of the City ofLos Angeles transferring surplus money from the Power Revenue Fund to the City Reserve Fund during the 20102011 fiscal year the sum of$258815000 Council approval by ordinance is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 011-199

BE IT RESOLVED

1 That the Charter provides that this Board may after the close ofa fiscal year consent to a transfer of surplus money from the Power Revenue Fund to the Reserve Fund of the City based on audited financial data and

2 That this Board finds and determines after first considering and subject to all covenants made by the Department with respect to transfers from the Power Revenue Fund that there is surplus money in the Power Revenue Fund as of the close of fiscal year 200911 0 and consents to the transfer of $258815000 of said surplus money to the Reserve Fund of the City during fiscal year 201011 and pursuant to the terms ofthis resolution and

3 That this Board does further consent that the Council ofThe City ofLos Angeles adopt an ordinance in words and figures substantially as follows to wit

ORDINANCE NO

An ordinance directing the transfer of surplus money from the Power Revenue Fund of the Department of Water and Power to the Reserve Fund ofThe City of Los Angeles during Fiscal Year 20 WIll

THE PEOPLE OF THE CITY OF LOS ANGELES DO ORDAIN AS FOLLOWS

Section 1 Subject to audited fmancial data for fiscal year ended 200910 and all covenants made by the Department of Water and Power (Department) with respect to transfers from the Power Revenue Fund and subject to there having been and only to the extent that there was surplus money in the Power Revenue Fund at the close of the 200910 fiscal year and subject to the declaration ofconsent adopted by the Board of Water and Power Commissioners it is hereby directed that $258815000 be transferred from the Power Revenue Fund of the Department to the Reserve Fund of the City during the 201011 fiscal year

Section 2 The City Clerk shall certify to the passage of this ordinance and have it published in accordance with Council policy either in a daily newspaper circulated in the City of Los Angeles or by posting for ten days in three public places in the City ofLos Angeles one copy on the bulletin board located in the Main Street entrance to the Los Angeles City Hall

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 38

one copy on the bulletin board located at the Main Street entrance to the Los Angeles City Hall East and one copy on the bulletin board located at the Temple Street entrance to the Los Angeles County Hall ofRecords

BE IT FURTHER RESOLVED that after the adoption of an ordinance as set forth in (3) above the Chief Accounting Employee of this Department is directed upon certification by the General Manager to cause to be transferred $129407000 within 10 days after the effective date of the ordinance in one lump sum payment from the Power Revenue Fund of the Department to the Reserve Fund ofthe City and to cause to be transferred the remaining amount in equal monthly installment payments from the Power Revenue Fund of the Department to the Reserve Fund of the City so that by June 30 2011 $258815000 has been paid Such transfers shall be made only after the City has paid the Power Revenue Fund all monthly charges for power services for which the City was billed by the Department

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 44 - Authorizes execution ofAgreement No WR 10-1030 with the Los Angeles Department ofPublic Works Bureau of Sanitation and West Basin Municipal Water District for Recycled Water Services to the Los Angeles Harbor Area for the design construction and operation of the facilities needed to produce and convey 9300 acre-feet per year of recycled water to LADWPs large industrial and irrigation customers LADWP will fund up to $111979472 for new and existing capital improvements and the initial term ofthirty years which may be extended in increments often years Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-200

WHEREAS one of the primary goals of the Los Angeles Department ofWater and Power (LADWP) is to ensure that the City of Los Angeles (City) has a reliable water supply and

WHEREAS in response to the Citys potable water supply challenges LADWP in 2008 prepared the Water Supply Action Plan titled Securing LAs Water Supply that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

WHEREAS LADWP entered into a 25-year agreement (adopted by the Board under Resolution No 91-0344) with the Los Angeles Department ofPublic Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) on June 3 1991 which allows WBMWD to purchase secondary effluent from the PW BOS Hyperion Treatment Plant (HTP) and in exchange LADWP is allowed to purchase 25000 AFY of tertiary treated Title 22 recycled water from WBMWD at an amount no greater than WBMWDs actual cost to produce and reconvey the recycled water back to LADWP and

WHEREAS WBMWD owns and operates the Juanita Millender-McDonald Carson Regional Water Recycling Plant (CRWRP) located in the City of Carson just north of the LADWP service area and

WHEREAS the Harbor Refineries Recycled Water Pipeline Project currently being constructed will provide the delivery method for recycled water in the Los Angeles Harbor Area to large industrial and irrigation customers and will include a point-of-connection at the Los Angeles City boundary with the City of Carson and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 39

WHEREAS to accomplish delivery of nitrified Title 22 recycled water to Los Angeles Harbor Area customers new treatment facilities need to be constructed at the CRWRP including expansion of the nitrification treatment facilities at the CRWRP as well as the construction of a pipeline in the City of Carson to a point-of-connection at the boundary to the City of Los Angeles and

WHEREAS PWBOS agrees to supply secondary effluent from the HTP to WBMWD and LADWP agrees to purchase tertiary treated disinfected nitrified Title 22 recycled water from WBMWDand

WHEREAS WBMWD has agreed to provide a reliable source of nitrified Title 22 recycled water to the Los Angeles Harbor Area and

WHEREAS the facilities being built by WBMWD and the dedicated current facilities owned by WBMWD to assist LADWP with supplying recycled water will benefit the citizens of Los Angeles for 30 years

NOW THEREFORE BE IT RESOLVED that the proposed Agreement approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP PWBOS and WBMWD be and the same is hereby approved and

BE IT FURTHER RESOLVED that the ChiefAccounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of the obligations arising under this Agreement

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Agreement No WR 10-1030 for and on behalf of LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee will recognize the funds paid to WBMWD to construct to expand and to dedicate WBMWDs assets so as to have the ability to serve LADWP shall be accounted for as a regulatory asset of the Water System that will be amortized over the life of the project which is 30 years

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 45 - Authorizes execution ofAmendment No 1 to Agreement with Los Angeles Public Works Bureau of Sanitation and West Basin Municipal Water District (Resolution No 91-0344) This Amendment supports the City of Los Angeles commitment to maximize the reuse ofwastewater effluent for beneficial reuse The term remain the same Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-201

WHEREAS in response to the City of Los Angeles (City) potable water supply challenges LADWP in 2008 prepared Securing LAs Water Supply a water supply action plan that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 40

WHEREAS LADWP has identified the potential for significant amounts of recycled water usage for industrial purposes in the Los Angeles Harbor Area (Harbor Area) and

WHEREAS there is an existing agreement adopted by the Board under Resolution No 91-0344 (Agreement) among and between LADWP the Los Angeles Department of Public Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) that allows for the conveyance ofsecondary effluent produced at the PWBOS Hyperion Wastewater Treatment Plant (HTP) to the WBMWD Edward C Little Water Recycling Plant (ECL) in EI Segundo California for tertiary treatment and subsequent beneficial reuse and

WHEREAS to provide recycled water to the Harbor Area and to adjacent areas Amendment No 1 to Agreement (Amendment) is necessary to increase WBMWDs secondary effluent wastewater conveyance capability by expanding their existing pump station located at the HTP to a planned ultimate capacity of 70 million gallons per day (MGD) to convey secondary effluent from HTP to ECL and

WHEREAS the PWBOS has the resources and technical expertise to perform wastewater source control pollution prevention and the public outreach activities necessary to comply with all required recycled water regulatory requirements imposed by the State of California Department of Public Health and California Regional Water Quality Control Board and

WHEREAS designating PWBOS as the responsible agency to perform source control will ensure compliance with National Pollution Discharge Elimination Systems permit requirements for which PWBOS will be reimbursed by WBMWD

NOW THEREFORE BE IT RESOLVED that the proposed Amendment approved as to form and legality by the City Attorney and filed with the Secretary of the Board to increase secondary effluent wastewater conveyance and to designate PWBOS as the agency responsible for wastewater source control is hereby approved

BE IT FURTHER RESOLVED that the President or Vice President of this Board the General Manager or such person as the General Manager shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of the Board are hereby authorized empowered and directed to execute said Amendment for and on behalfof LADWP

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 46 - A written recommendation was received from the Personnel Relations Committee that the Board approve their report relative to Grievance No B-074-09 filed by Mr James R Cole

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 41

The following items were presented by the Secretary and ordered filed

ITEM NO 47-A - A report from the Interim Chief Financial Officer showing receipts disbursements and cash balances of the Water and Power Revenue Funds for the month ending December 312010 as follows

REVENUE FUNDS (in thousands)

WATER POWER Beginning Balance December 1 2010 $ 281806 $ 688330

ADD Customer Collections 110560 297326 DWP Interfund Transfers 89106 29923 IPP Subordinated Notes 11343 Other City Departments 6040

Total Receipts $ 199931 $ 344632

LESS Payments to Vendors 62276 237418 Bond Redemption and Interest 57863 124941 Payrolls 23817 52513 SewerlUtility Taxes 38316 49427 DWP Interfund Transfers 36036 42291 Other City Departments 8377 Total Disbursements $ 218321 j 514~967

Ending Balance December 31 2010 $ 263416 $ 517995

ITEM NO 47-B - Monthly report ofactivities for the following units

bull Water System (December 2010)

bull Power System (November 2010)

bull Financial Services Organization (November 2010IDecember 2010)

ITEM NO 47-C - Reports for informational purposes

bull Quarterly Status Report on Water Quality Regulatory Compliance Projects

bull Investment Report Quarter Ending September 30 2010

bull Legislative and Regulatory Update

THE BOARD shall recess to closed session for a conference with legal counsel regarding

A Existing litigation in the following matter

1 Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

----~--~~~~~~-~-~~~~-~~- ~~ --------=~=~-~--- --=~~------~-==~~~~~~~==----===

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 42

2 City of Los Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

B Anticipated litigation in the following matters

1 Discussion regarding initiation of litigation (1 case) pursuant to Subdivision (c) of Section 549569 of the California Government Code

2 Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

MEETING RECESSED at 1240 pm

MEETING RECONVENED at 1250 pm

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 lO22 AM Page 43

Los Angeles California February 12011

MINUTES OF CLOSED SESSION OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

HELD IN ROOM 1555-H FEBRUARY 12011

1250 PM

Meeting called to order by President Thomas S Sayles and roll called

Present Commissioners President Sayles Eric Holoman Christina E Noonan Jonathan Parfrey

Absent None

A quorum present

In attendance were the following

Ronald O Nichols General Manager Martin L Adams Director of Water Operations Oscar Alvarez Electrical Engineer Aram H Benyamin Senior Assistant General Manager - Power System Joseph Brajevich Assistant General Counsel Water and Power Dirk Broersma Assistant City Attorney Richard M Brown General Counsel Water and Power Priscila Castillo Deputy City Attorney Michael A Coia Executive Director ofPower System Operations and Maintenance Lonnie Eldridge Deputy City Attorney James B McDaniel Senior Assistant General Manager - Water System Lorraine Paskett Senior Assistant General Manager - Sustainability Programs

and External Affairs Ann M Santilli Interim Chief Financial Officer Mark J Sedlacek Director of Environmental Affairs Kenneth Silver Electrical Service Manager Eskel H Solomon Assistant City Attorney Cecilia KT Weldon Chief Administrative Officer

Also in attendance

David Kim Mayors Office

A CLOSED SESSION was held for a conference with legal counsel regarding

Existing litigation in the following matters

ITEM NO 49 Al Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 44

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$14263507 to Allstate Insurance Company in full and complete settlement ofLADWP Claim Number 1026286

RESOLUTION NO 011-202

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Power Revenue Fund in the sum of $14263507 to be paid in the form ofa draft to Allstate Insurance Company Said payment is in full compromise and complete settlement ofLADWP Claim Number 1026286 which arose out of fire damage to personal and real property at 4333 Griffin Avenue Los Angeles California on September 25 2009 The City Attorney is hereby authorized to deliver said draft to Allstate Insurance Company andor the Law Office of Cuibreth amp Schroeder LLR upon receipt of a properly executed Full Release of All Claims and Request for Dismissal

Seconded by President Sayles and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Anticipated litigation in the following matter

ITEM NO 49 B2 (1st case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$5935695 to Landmark Property Management Group LLC in full compromise and complete settlement ofLADWP Claim Number 1027520

RESOLUTION NO 011-203

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $5935695 to be paid as follows a draft in the amount of $5935695 payable to Landmark Property Management Group LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1027520 which arose out of damage done to the structure known as the Santa Fe Loft Apartments at 121 East Sixth Street Los Angeles on August 5 2010 as the result of a Water System water main break The City Attorney is hereby authorized to deliver said draft to Landmark Property Management Group LLC upon receipt ofa properly executed Full Release of All Claims and Request for Dismissal

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 45

Anticipated litigation in the following matter

ITEM NO 49 B2 (20d case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(l) of Section 549569 of the California Government Code

Discussion held action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$8000000 to National Subrogation Services in full compromise and complete settlement ofLADWP Claim Number 1025898-19

RESOLUTION NO 011-204

BE IT RESOLVED by the Board ofWater and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $8000000 to be paid as follows a draft in the amount of $8000000 payable to National Subrogation Services LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1025898-19 which arose out of damage to the business known as Canyon Beachwear located at 13035 Ventura Boulevard Studio City on September 52009 The City Attorney is hereby authorized to deliver said draft to National Subrogation Services LLC upon receipt of a properly executed Full Release ofAll Claims and Request for Dismissal

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Existing litigation in the following matter

ITEM NO 49 A2 - City ofLos Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

Discussion held - no action taken

Anticipated litigation in the following matter

ITEM NO 49 B2 (3rd case) - Discussion regarding significant exposure to litigation (3 caSes) pursuant to Subdivision (b )(1) of Section 549569 of the California Government Code

Discussion held - action taken but not a final action that was reportable

Anticipated litigation in the following matter

ITEM NO 49 Bl- Discussion regarding initiation oflitigation (l case) pursuant to subdivision (c) of Section 549569 of the California Government Code

Discussion held - no action taken

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REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 46

COMMISSIONER NOONAN moved the meeting be adjourned

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Meeting adjourned at 1 30 pm

An announcement was made in the Board Room regarding adoption ofthree resolutions one pertaining to the settlement of Los Angeles Superior Court Case Number BC448561 and two pertaining to the settlement ofLADWP Claim Number 1027520 and LADWP Claim Number 1025898-19

SIGNED

~AtrufL~~ SECRETARY

ATTEST

vs~ PRES~T

Page 15: Los Angeles, California, February 1,2011 WATER AND POWER

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 15

WHEREAS LADWP LABOS and TRP are committed to pursuing opportunities to enhance water conservation stormwater capture improve water quality and increase open space and

WHEREAS LADWP LABOS and TRP have jointly identified Woodman Avenue located in the San Fernando Valley as a unique opportunity to capture treat and infiltrate a significant volume ofstormwater runoff on an annual basis and

WHEREAS LADWP LABOS LABSS and TRP wish to enter into the proposed Memorandum of Agreement (MOA) to develop and construct the Woodman Avenue Multishybeneficial Stormwater Capture Project (Project) and

WHEREAS the Project will result in the capture treatment and infiltration ofan estimated 80 acre-feet of stormwater per year and

WHEREAS the estimated Project costs are $3396750 and

WHEREAS LADWP in partnership with LABOS and TRP was awarded $1646750 by the 2008 CALFED Watershed Grant Program for the Project and

WHEREAS LABOS has agreed to fund the project management engineering design and construction management of up to a maximum of $400000 and

WHEREAS LADWP has agreed to provide up to $1200000 for construction and $150000 for staff support and

NOW THEREFORE BE IT RESOLVED that the proposed MOA between and among LADWP LABOS LABSS and The River Project (TRP) for the Woodman Avenue Multishybeneficial Stormwater Capture Project (Project) approved as to form and legality by the City Attorney and filed with the Secretary of the Board be and the same is hereby approved and

BE IT FURTHER RESOLVED that the Chief Accounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in the amount of $1 200000 for the construction work proposed under this MOA that has been budgeted under Fiscal Year 2011-12

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Memorandum of Agreement for and on behalf of LADWP

ITEM NO 28 - Adopts the Initial Study and Mitigated Negative Declaration for the Woodman Avenue Multi-Beneficial Stormwater Capture Pilot Project approving the Project and authorizing its construction The cost ofthis project is estimated to be $3396750 with an estimated duration of four years Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-185

WHEREAS the City ofLos Angeles Department of Water and Powers (LADWP) Watershed Management Group and the City of Los Angeles Bureau of Sanitations (LABOS) Watershed Protection Division in partnership with the non-profit group The River Project have identified Woodman Avenue located in the San Fernando Valley as a unique opportunity to capture treat and infiltrate a significant volume of stormwater runoff on an annual basis and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 16

WHEREAS LADWP proposes to implement the Woodman Avenue Multi-Beneficial Stonnwater Capture Pilot Project (Project) to help recharge the groundwater table improve water quality and alleviate local flooding along the 7700 block ofWoodman Avenue and

WHEREAS LADWP prepared an Initial StudylNegative Declaration (ISIMND) for the proposed Project and circulated this document for public review from December l3 2010 to January 142011 and

WHEREAS a Notice of Intent to Adopt an MND was published in the Los Angeles Times and mailed to interested persons and agencies

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners of the City ofLos Angeles (Board) recognizes that a study was made ofthe potential environmental effects of the proposed Project including its construction and operation This study is embodied in the ISMND on file with the Secretary of this Board and is incorporated in this Resolution and made a part hereof

BE IT FURTHER RESOLVED that the Board recognizes the ISMND identifies the following impacts that are potentially significant unless mitigation is incorporated and proposes the following mitigation measures and a program for implementation and monitoring

Potential Mitigation Recommended Mitigation PeriodMethod Implementation Impact Measure of Implementation Monitor

No

Cultural Resources I Itispossibletl1at CUL-I Should archaeological or paleontological During constructio Project

subsurface resources be encountered during earth- Construction archaeological or moving activities (Le grading and Manager will be paleontological resource excavation) a qualified archaeologist ando responsible for may be present within paleontologist shall be retained and shall implementation the project area implement procedures for temporarily andLADWP

halting or redirecting work to permit the Environmental sampling identification and evaluation of Services will the resources as appropriate Ifthe provide resources are found to be significant the compliance archaeologist andor paleontologist shall oversight determine appropriate actions in cooperation with the City of Los Angeles shyfor preservation andor data recovery If human remains are discovered the Los Angeles County Coroner shall be contacted the area of the find shall be protected and provisions of State CEQA Guidelines Section 150645 shall be followed

Hazards and Hazardous Materials Temporary lane closures HAZ-I A Traffic Control Plan will be prepared and Prior to and during Project and other public right-of will include notification ofsurrounding construction Construction way construction emergency service providers including the Manager will be activities could impair adjacent Kaiser Permanente Medical Center responsible for implementation of or As part of the plan emergency service implementation physically interfere with providers will be notified prior to andLADWP an adopted emergency construction and provided information Environmental response plan regarding lane closures construction Services will

schedule driveway blockages etc A plan t( provide maintain or accommodate essential compliance emergency access routes eg plating over oversight excavations use of detours etc will be developed and implemented

Noise Constructive activity NOI-l Project specifications shall restrict Prior to and during Project could result in temporaI) construction to normal work days and hours construction Construction exposure of persons to (as per LAMC Section 4110) and shall Manager will be excessive noise and require the construction contractor to responsible for vibration develop and implement a Noise Mitigation implementation

Plan to include the use ofmuftlers shields andLADWP sound barriers andor other noise reduction Environmental devices or techniques as feasible during Services will operation ofconstruction equipment Two provide weeks prior to the onset of construction compliance

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of construction notification of the location timing and duration of the proposed construction shall be provided to adjacent residents and businesses (within a V mile radius from the project site) and Kaiser Permanente Panorama City

oversight

Transportation and Traffic Temporary lane closures TR-l and other public right-of way construction activities could affect vehicle traffic and other modes of transportation beyond acceptable levels

A Traffic Control Plan will be prepared and approved by the City prior to the beginning ofconstruction Emergency service providers (fire police and ambulance) and Kaiser Pemlanente Panorama City shall be notified prior to construction to communicate information regarding lane closures construction schedule driveway blockages etc and to develop a plan to maintain or accommodate essential emergency and patient access routes eg plating over excavations use of detours effect on existing bus stop etc

Prior to construction

Project Construction Manager will be responsible for implementation andLADWP Environmental Services will provide compliance oversight

BE IT FURTHER RESOLVED that this Board further fmds that with the implementation of the above mitigation measures potential impacts to cultural resources hazards and hazardous materials noise and transportation and traffic will be less than significant

BE IT FURTHER RESOLVED that this Board certifies that the ISIMND has been prepared in compliance with California Environmental Quality Act that it has reviewed and considered the information contained in the ISIMND and that the ISIMND reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board finds on the basis of the whole record before it including the IS that there is no substantial evidence that the Project will have a significant effect on the environment

BE ITFURTHER RESOLVED that this Board adopts the ISIMND and approves the Project

BE IT FURTHER RESOLVED that LADWP shall file a Notice ofDetermination with the Los Angeles City Clerk and the Los Angeles County Clerk within five working days after deciding to approve the Project

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of tIe record of proceedings for this project

ITEM NO 29 - Approves Addendum No 1 to the Mitigated Negative Declaration for the Geotechnical Investigation for the North Haiwee Dam No2 Project Further a Notice of Determination is authorized to be filed with the Inyo County Clerk Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-186

WHEREAS LADWP proposes to implement the Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS LADWP prepared an Initial StudylMitigated Negative Declaration (ISIMND SCH 2003091085) for a similar project at the same location in April 2004 titled Geotechnical Investigations at North Haiwee Dam Project and

WHEREAS the City of Los Angeles Board of Water and Power Commissioners (Board) adopted the ISIMND and approved the implementation of the Geotechnical Investigations at North Haiwee Dam Project on July 6 2004 and

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WHEREAS an Addendum which addresses the proposed modifications to the previously adopted ISIMND has been prepared titled Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS CEQA Guideline section 15164(b) allows a lead agency to prepare an addendum to an MND as follows

An addendum to an adopted negative declaration may be prepared ifonly minor technical changes or additions are necessary or none of the conditions described in Section 15162 calling for the preparation of a subsequent EIR or negative declaration have occurred

WHEREAS CEQA Guideline section15162 requires a subsequent negative declaration under the following circumstances

(a) When an EIR has been certified or a negative declaration adopted for a project no subsequent ErR shall be prepared for that project unless the lead agency determines on the basis of substantial evidence in the light of the whole record one or more of the following

(1) Substantial changes are proposed in the project which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects

(2) Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous ErR or Negative Declaration due to the involvement ofnew significant environmental effects or a substantial increase in the severity of previously identified significant effects or

(3) New information of substantial importance which was not known and could not have been known with the exercise ofreasonable diligence at the time the previous ErR was certified as complete or the Negative Declaration was adopted shows any of the following

A) The project will have one or more significant effects not discussed the previous EIR or negative declaration or

B) Significant effects previously examined will be substantially more severe than shown in the previous ErR or

C) Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project but the project proponents decline to adopt the mitigation measure or alternative or

D) Mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce one or more significant effects on the environment but the project proponents decline to adopt the mitigation measure or alternative

NOW THEREFORE BE IT RESOLVED that the City of Los Angeles Board of Water and Power Commissioners (Board) recognizes that a study of the proposed changes to the previously adopted ISIMND was made and the associated environmental effects assessed for the proposed Geotechnical Investigations for the North Haiwee Dam No2 Project This study is embodied in the Addendum on file with the Secretary ofthis Board This Board has reviewed and considered the information contained in such document which is incorporated in this Resolution and made a part hereof

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BE IT FURTHER RESOLVED that this Board makes the following fIndings and determinations with respect to the proposed project

bull An Addendum was prepared which analyzed the potential environmental impacts associated with the construction and operation ofthe proposed project

bull As demonstrated in the environmental analysis of the currently proposed project modifIcations none of the conditions described in CEQA Guideline section 15162 calling for the preparation ofa subsequent EIR or negative declaration have occurred The proposed project modifIcations would not result in any additional signifIcant impacts nor would it increase the severity ofpreviously identifIed signifIcant impacts Therefore it can be concluded that pursuant to CEQA Guideline section 15164(b) the proposed project modifIcations are only minor technical changes or additions and as such an addendum to the 2004 MND for the Geotechnical Investigations at North Haiwee Dam Project may be prepared

Below is the proposed Mitigation Monitoring and Reporting Plan (MMRP) for the proposed Addendum This MMRP includes mitigation measures from the previously approved 2004 ISIMND as well as proposed changes to it in order to enhance its effectiveness Underline denotes a new measure while strikeout indicates a removed measure

Air Quality

bull The project specifIcations shall incorporate the applicable provisions of the Great Basin Valleys Air Pollution Control District Fugitive Dust Rule (Rule 401) provided below

A person shall take reasonable precautions to prevent visible particulate matter from being airborne under normal wind conditions beyond the property from which the emission originates Reasonable precautions include but are not limited to

1 Use where possible of water for control ofdust in trenching and boring operations

2 Application of water on dirt roads material stockpiles

3 Use ofwater chemicals chuting venting or other precautions to prevent particulate matter from being airborne in handling dusty materials to open stockpiles and mobile equipment and

4 Maintenance of roadways in a clean condition

bull The contractor shall discontinue construction activities during fIrst and second-stage smog alerts

Biological Resources

bull To compensate for the permanent loss ofhabitat LADWP will preserve Mohave ground squirrel habitat (Habitat Management Lands) at a 3 1 ratio at a location approved by CDFG Funding for the long-term management ofthe land preserved also is required LADWP and CDFG will negotiate the per-acre cost ofmanaging the lands to be preserved and fee title or conservation easement shall be granted to CDFG or other CDFG-approved non-profIt entity

Alternatively the preservation ofMohave ground squirrel habitat could be accomplished through elimination ofcattle grazing on lands owned by LlDWP in Jnyo County vvithin the geographic range ofMohave ground squirrel andor restomtion ofnative vegetation within the range and in habitat suitable for Mohave ground squirrel on LADWP public or state lands in Jnyo County In either case LADWP

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U~~~fer e title or a cOflservatiofl easemeflt oler the Habitat ManagemeBt Laads to ~rt~rms approved by the CDFG AlteFflatit-ely the traflsfer mad be to

another public entity or not profit corporation appro led by the CDFG d t) approed by the CDFG 1lfrer erms

bull A pre-construction environmental education program shall be conducted for all persons working on the project The education program shall include identification of sensitive biological resources on-site terms and conditions of the Incidental Take Permit and the California Endangered Species Act

bull Impacts to sanicle cyrnopterus shall be avoided where feasible through project redesigIl In particular Trench T 2 contains hve clusters of sanicle cyrnopterus If redesigIl of Trench T 2 to atOid impacts to sanicle cymopterus is not feasible a mitigation plan shall be negotiated with and approed by CDFG

bull Sanicle cymopterus populations near proposed geotechnical testing sites shall be flagged by a qualified biologist prior to testing activities and avoided by project personnel

bull A qualified biological monitor familiar with sanicle cymopterus shall be on-site during testing activities in the vicinity of this species

bull Project boundaries shall be clearly delineated prior to construction Existing roads shall be used to the greatest extent possible All project-related parking and equipment storage shall be confined to previously disturbed areas

bull A qualified biological monitor familiar with Mohave ground squirrel shall be on-site to monitor trenching and boring activities

bull Trash and food items shall be removed from the site daily and disposed ofproperly to avoid attracting ravens a common predator of the Mohave ground squirrel

bull Ramps shall be provided in trenches to allow animals to escape

bull All temporarily affected areas that were previously vegetated shall be restored with native plant species to accelerate recovery

bull During construction and at the completion of construction activities monthly and final compliance reports shall be provided to CDFG documenting the effectiveness of mitigation measures and the level of take associated with the project

bull Water from well-pump testing shall be discharged to the ground in Mohave ground squirrel habitat areas

bull Because project activities will disturb Mohave ground squirrel habitat in a recognized core area for the species land acquisition to compensate for habitat loss should focus on private or BLM disposal lands within the CosoOlancha core area ELM disposal lands west of the North Haiwee Dam (828 acres) are within the CosoOlancha core area and should be considered the top priority mitigation lands If land acquisition is not possible or proves difficult in CosoOlancha core area then land should be acquired in one ofthe following alternative areas (listed in order ofpreference)

1 In the Little Dixie Wash core area Kern County 2 In the corridor connecting the CosoOlancha core area and the Little Dixie Wash

core area 3 Adjacent to the CosoOlancha core area in Inyo County and 4 In the corridor connecting the Little Dixie Wash core area and the Edwards Air

Force Base Core Area in Kern County

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bull An authorized biologist or monitor shall guide project equipment around active ground squirrel burrows to reduce the likelihood of taking individual Mohave ground squirrels and minimize habitat disturbances

bull If a live Mohave ground squirrel is unearthed during project activities the Authorized Biologist shall rescue the squirrel and if it is the squirrels active period release it at least 50 meters from project activities If it is the squirrels dormant period then the biologist should construct an artificial burrow at least 50 meters from project activities and place the squirrel in the artificial burrow

bull Individual Joshua trees shall be avoided to the greatest extent possible Compensation for impacts to Joshua tree woodland shall be negotiated with CDFG prior to groundshydisturbing activities

bull Compensation for impacts to Mohave riparian forest shall be negotiated with CDFG prior to ground-disturbing activities

In addition to ensure that project impacts to other special-status wildlife species and Jurisdictional Waters and Wetlands would be mitigated to less than significant the following additional mitigation measures are recommended

bull Conduct pre-construction protocol surveys for desert tortoise Pre-construction surveys should be conducted no more than 30 days prior to construction operations Standard protocol language includes Protocol surveys for desert tortoise will follow the guidelines for linear projects stipulated in the Pre-Project Field Survey Protocol for Potential Desert Tortoise Habitats (USFWS 2010) As stated in this guideline a 10 meter wide belt that transects with 100 percent coverage would be conducted in all habitats capable of supporting the desert tortoise within the project area Ifneither tortoises nor sign are encountered during the Action Area surveys three additional 10 meter belt transects at 200 meter intervals parallel to the project area will be surveyed Surveys for determination of presence or absence are restricted to the desert tortoises active period which is April through Mayor September through October and at temperatures below 40 degrees Celsius

bull Should a desert tortoise burrow be observed during pre-construction surveys and the end is not visible the burrow should be scoped for tortoise occupancy All unoccupied burrows should be collapsed Should a live desert tortoise be observed during preshyconstruction surveys above- or below ground desert tortoise fencing must be installed around project work areas excluding access roads Tortoise fencing will avoid occupied burrows iffound Fence installation will require two desert tortoise clearance surveys within the exclusion area prior to beginning construction operations Any tortoises found within the exclusion fence the exclusion fence will be re-designed to exclude the tortoise from the project work area No handling of tortoises is permitted

bull A biological monitor is recommended for the duration ofproject construction operations Should a tortoise be observed during construction operations project activities will temporarily cease in the immediate area and allow the tortoise to move on its own accord

bull In accordance with federal and California State Endangered Species Acts the contractor shall immediately report all observations of desert tortoise or any listed species to LADWP Environmental Services and take care not to take or harass the species A LADWP Environmental Service Representative will inform appropriate federal and State resource agency personnel of the sighting

bull Implement pre-construction surveys and construction monitoring to minimize impacts to badger

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bull For any construction activities scheduled to occur during the nesting season (typically February 15 to July 31) pre-construction surveys should be conducted to identify any nesting birds If active nests are identified determine whether proposed activities within 200 feet could cause found nests to fail

Cultural Resources

bull Trenching boring and well locations in areas outside ofpreviously surveyed areas such as T -7 (EDA W 2003b) require a pedestrian archaeological survey and ifapplicable a record search prior to construction activities All activities shall be located to avoid historic and archaeological resources

bull Trenching and boring locations shall be located to avoid known historic or archaeological resources-in particular the historic and cultural resources at Trenches T-4 and T-5 and the geotechnical borings in and around CA-INY-22435703 CA-INYshy4591H HD-CS-OOIH (now CA-INY-6574) HD-CS-005H CA-INY-6575 (formerly HD-CS-002H) CA-INY-6577 and CA-INY-6585 shall be flagged for avoIdance A qualified archaeologist shall be retained to assist with determining acceptable location parameters for these trenches and borings The archaeologist is authorized to delineate the loci of the existing resources at Trenches T -4 and T -5 by use ofsmall-shovel test pits

bull A qualified cultural resources monitor shall be on-site during ground-disturbing activities at the adjusted Trench T-4 and T-510cations and at the borings in and around known cultural resources The cultural resources monitor shall have the authority to halt or redirect construction ifnew significant cultural resources are found

BE IT FURTHER RESOLVED that this Board fmds that with the implementation of the above mitigation measures potential impacts to air quality biological resources and cultural resources will be less than significant

BE IT FURTHER RESOLVED that this Board has reviewed and considered the information as contained in the proposed Addendum and that the Addendum reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board adopts the Addendum requires implementation of the mitigation measures adopts the Mitigation Monitoring and Reporting Plan approves the Geotechnical Investigations for the North Haiwee Dam No2 Project and approves the payment for permit and mitigation costs associated with this project

BE IT FURTHER RESOLVED that LADWP shall file a Notice of Determination with the Inyo County Clerk that finds that this Board has adopted the Addendum for the project that the Board has required implementation of the mitigation measures for the project that the Board has adopted the Mitigation Monitoring and Reporting Plan for the project and that there is no substantial evidence in light of the whole record that the project may have a significant effect on the environment

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of the record of proceedings for this project

ITEM NO 30 - Recommends approval of the Grid Reliability Study dated December 31 2010 that is required per Section 3B3 of the Once-Through-Cooling Policy Upon approval LADWP will fmalize and submit the Study to the State Water Resources Control Board and the Statewide Advisory Committee on Cooling Water Intake Structures Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Power System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 23

RESOLUTION NO 011-187

WHEREAS the Los Angeles Department of Water and Power (LADWP) has an obligation to provide adequate and reliable electricity service to its customers in The City of Los Angeles and

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners approves the Grid Reliability Study (GRS) dated December 31 2010

BE IT FURTHER RESOLVED that LADWP may use this GRS for submission to any agency or entity requiring LADWP to submit a reliability study

ITEM NO 31- Authorizes execution of Amendment No1 to Short Form IRU-12 Lease Agreement (Agreement No FO-500-092007) with Fox Entertainment Group Inc to continue to provide the Indefeasible Right of Use of a certain component of the LADWPs fiber optic network between 10351 Santa Monica Boulevard Los Angeles and Building 101 10201 Pico Boulevard Los Angeles The term ofAgreement is amended to five yeats Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-188

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 subordinate agreement to Optical Fiber Lease Agreement No FO-293-042004 (Master Agreement) between the Department of Water and Power of the City of Los Angeles (LADWP) and Fox Entertainment Group Inc was approved by the General Manager and became effective on January 18 2008 grants to Fox Entertainment Group Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 has an initial term of three (3) years which expired on January 18 2011 and

WHEREAS both the LADWP and Fox Entertainment Group Inc desire to extend the term of Short Form IRU-12 Lease Agreement No FO-500-092007 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No I to Short Form IRU-12 Lease Agreement No FO-500-092007 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Fox Entertainment Group Inc be and the same is hereby approved and ratified

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 the Assistant Secretary or the Acting Secretary ofthe Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 for and on behalfofLADWP

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ITEM NO 32 - Authorizes execution ofAmendment No1 to Short Form IRU-08 Lease Agreement (Agreement No FO-609-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network between One Wilshire 4th Floor MMR or MDF Room 624 South Grand Avenue Los Angeles California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to five years Submitted by ChiefOperating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-189

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-0l2006 (Master Agreement) between the Department ofWater and Power of the City of Los Angeles (LADWP) and Sohonet Inc was authorized by Board Resolution No 010-213 on February 22010 grants Sohonet Inc the Indefeasible Right ofUse ofa certain component ofthe LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 has an initial term of one (1) year which is set to expire on February 16 2011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-08 Lease Agreement No FO-609-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-08 Lease Agreement No FO-609-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 for and on behalfofLADWP

ITEM NO 33 - Authorizes execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement (Agreement No FO-610-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse ofa certain component of the LADWPs fiber optic network between ADS 948 Cahuenga Boulevard Hollywood California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to two years Submitted by Chief Operating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-190

WHEREAS this Short Form IRU-09 Lease Agreement No FO-61O-1212009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-01l2006 (Master Agreement) between the Department of Water and Power ofthe City of Los Angeles (LADWP) and Sohonet Inc was approved by the General Manager and became effective on February 19 2010 grants Sohonet Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 25

WHEREAS this Short Form IRU-09 Lease Agreement No FO-61 0-122009 has an initial term ofone (1) year which is set to expire on February 192011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-09 Lease Agreement No FO-610-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU -09 Lease Agreement No FO-61 0-122009 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 for and on behalfofLADWP

ITEM NO 34 - Authorizes execution ofAmendment No 1 to Purchase Order 49019-1 (New Agreement No 47003) with Phimation Strategy Group for consulting services for change management efforts and training This Amendment increases contract amount by $235750 and extends the contract one year All other contract terms remain the same Submitted by Chief Operating Officer

RESOLUTION NO 011-191

WHEREAS the Los Angeles Department of Water and Power (hereinafter referred to as LADWP) and Phimation Strategy Group (hereinafter referred to as Consultant) entered into a contract wherein Consultant agreed to assist the General Managers Office (GM) to conduct change leadership training and culture change program and

WHEREAS effective September 13 2010 the LADWP and Consultant entered into Purchase Order Agreement No 49019-1 (which together with all amendments and supplements thereto hereinafter shall be referred to as the Agreement) and

WHEREAS the LADWP proposes to execute Amendment No1 to Purchase Order 49019-1 to extend the term through February 122012 and

WHEREAS the LADWP proposes to amend Purchase Order 49019-1 to increase the contract amount from $149000 to $384750 converting the General Manager Award to a Board Award (New Agreement No 47003) and

WHEREAS the amendment is necessary and proper to continue or complete certain activities authorized under the Agreement

NOW THEREFORE BE IT RESOLVED that the LADWP and Consultant agree to amend the Purchase Order Agreement No 49019-1 as follows

Make an administrative change in the Agreement number from 49019-1 to 47003 2 The term ofthe Agreement has been extended through February 122012 3 The total cost ofthe Agreement is increased by $235750 for a maximum expenditure

limit of $384750

1

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4 Add Line Item 002 to read as follows Change Leadership Training and Culture Change Program - Additional Services as described in Service Definition All not-to-exceed $235750

5 Delete and replace terms under Page 2 Service Definition 6 Delete and replace terms described under Pages 2-3 Invoice and Payments 7 Delete terms under Pages 3-4 Itemized Expenses in its entirety 8 Delete and replace terms described under Page 9 Termination

BE IT FURTHER RESOLVED that pursuant to City Charter Section 371 (e)(2) the use of competitive bidding for this agreement is not practicable or advantageous because the work to be performed is of an expert professional temporary and occasional character

BE IT FURTHER RESOLVED the Board finds in accordance with Charter 1022 of the Los Angeles City Charter that the services to be performed under this contract can be more economically and feasibly performed by an independent contractor than by City employees

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under this Agreement and

BE IT FURTHER RESOLVED that the President or 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 of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalfofLADWP

ITEM NO 35 - Awards Amendment No2 to Contract No 969 to Furnish and Deliver Tires and Tubes to TCI Tire Centers LLC for a cooperative purchase with City ofLos Angeles Department of General Services Division Contract No 58289 The amendment will increase the second optional period by $1012595 All other contract tenns shall remain the same Submitted by Chief Operating Officer and Chief Administrative Officer

RESOLUTION NO 19362

WHEREAS TCI Tire Centers LLC was awarded Contract No 969 a cooperative purchase to City ofLos Angeles Department of General Services Division Contract 58289 for furnishing and delivering of tires and tubes and

WHEREAS the Los Angeles Department of Water Power (LADWP) utilizes Contract No 969 to provide routine maintenance to LADWPs motor pool and

WHEREAS LADWPs Joint System recommends Amendment No2 to Contract No 969 with TCI Tire Centers LLC to increase the second optional period by $101259500 to $180000000 and

WHEREAS Contract No 969 is coterminous with the City ofLos Angeles Contract No 58289 which expires on May 31 2011 No additional time is needed

NOW THEREFORE BE IT RESOLVED that Amendment No2 to Contract No 969 is approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee is hereby authorized and directed to draw demands upon the Water and Power Revenue Funds in accordance with the terms of this amendment awarded pursuant to Contract No 969 and this resolution

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 27

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 themiddot Acting Secretary of the Board are hereby authorized and directed to execute said contract for and on behalf ofLADWP

ITEM NO 36 - Authorizes execution ofa Purchase and Sale Agreement ofReal Property at 12655 Garber Street Pacoima California for the Water Systems Garber Street Recycled Water Tank Project for the purchase price of$350000 plus closing and incidental expenses (Real Estate File W-36943) Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-192

W-36943 (Purchase ofFee Property Required for the Garber Street Recycled Water Tank)

WHEREAS the Los Angeles Department of Water and Power (LADWP) would like to acquire a parcel of land (which includes a residence) for the Garber Street Recycled Water Tank and

WHEREAS the LADWP has identified property owned by Jules M Adger (Seller) located at 12655 Garber Street Pacoima California which LADWP desires to acquire and

WHEREAS the Board ofCommissioners of the Los Angeles Department of Water and Power has the authority pursuant to Los Angeles City Charter Section 675(d)(1) to acquire by purchase all real property convenient for LADWP purposes

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners hereby approve substantially as to form the Purchase and Sale Agreement between LADWP and the Seller and

BE IT FURTHERRESOLVED 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 directed and empowered to execute said Purchase and Sale Agreement for and on behalf of the LADWP The Manager ofReal Estate is authorized empowered and directed to execute Escrow Documents and other related documents for and on behalf of the LADWPand

BE IT FURTHER RESOLVED that the Chief Accounting Employee ofLADWP upon proper certification is hereby authorized and directed to authenticate a demand or demands upon the proper revenue fund for payment of the $350000 purchase price plus closing and incidental expenses at least five days prior to the close ofescrow

ITEM NO 37 - Approves payment of $33890899 to the State ofCalifornia Department of Industrial Relations for Workers Compensation Self-Insurance Program administration fees for Fiscal Year 2010-201 L Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-193

WHEREAS the City of Los Angeles Department of Water and Power (LADWP) is selfshyinsured and self-administered for its workers compensation liability

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 28

BE IT RESOLVED that the payment ofWorkers Compensation Self-Insurance Program administration fees for the Fiscal Year 2010-2011 as assessed by the State of California Department of Industrial Relations in their invoice dated November 302010 is $33890899 and pursuant to California Labor Code Sections 625 and 626 is authorized and directed

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to authenticate a demand on the Water Revenue Fund in payment of the above fees arising from the requirements of California Labor Code 625 and 626

ITEM NO 39 - Approves the water quality improvement demand side management reclaimed water and water security expenditures for the twelve month period commencing July 1 2011 Submitted by Chief Operating Officer Interim Chief Financial Officer and

Senior Assistant General Manager - Water System

RESOLUTION NO 011-194

WHEREAS Water Rates Ordinance No 170435 as amended by Ordinance Nos 171639 173017 175964 177968 and 179802 authorizes the recovery of certain qualified Board approved expenditures for Water Quality Improvement Programs through the Water Quality Improvement Adjustment Factor for Demand Side Management and Reclaimed Water Programs through the Water Procurement Adjustment Factor and Water Security costs through the Water Security Adjustment Factor

NOW THEREFORE BE IT RESOLVED that the Board approves Schedules A B C and D which are on file with the Secretary of the Board which describe and identifY (A) water quality expenditures totaling $3374 million (B) demand side management expenditures totaling $310 million (C) reclaimed water expenditures totaling $761 million and (D) water security expenditures totaling $686 million for the twelve-month period from July 1 2011 through June 30 2012

ITEM NO 40 - Authorizes the issuance ofa maximum of $350 million of Water System Refunding Revenue Bonds for the purpose of refinancing higher interest rate bonds with lower interest rate bonds Council approval is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 4831

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMISSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing ofUp to $350000000 Pursuant to Section 609 of The Charter ofThe City ofLos Angeles Through the Issuance of

Revenue Bonds Payable from the Water Revenue Fund

Resolution No- 4831

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City of Los Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power ofthe City of Los Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter of The City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Water Revenue Fund to evidence the indebtedness created by such borrowing

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 29

Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations of the Department payable from the Water Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

THREE HUNDRED FIFTY MILLION DOLLARS ($350000000)

and said Bonds are to be issued in one or more series or sub series at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number of days elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer ofthe Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 ofOrdinance No 172353 of the City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 of Division 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale ofeach series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with respect to the Bonds shall not exceed ten percent ofthe principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 ofthis Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest costfor the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number ofdays elapsed

Section 9 The authorization ofthe issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance ofbonds on account of the Water System heretofore made by resolution of this Board

Section 10 The Secretary ofthis Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices ofthe Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office ofAdministrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 30

ITEM NO 41-Authorizes the issuance ofa maximum of$I5 billion ofPower System Refunding Revenue Bonds to refinance or replace existing Power System Revenue Bonds mostly set with higher interest rates with lower rates thereby lowering LADWPs cost of debt Council approval is required Submitted by ChiefOperating Officer and Interim Chief Financial Officer

RESOLUTION NO 4830

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMSSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing of Up to $1500000000 Pursuant to Section 609 of The Charter of The City of Los Angeles Through the Issuance of

Revenue Bonds Payable from the Power Revenue Fund

Resolution No 4830

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City ofLos Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power of the City ofLos Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter ofThe City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Power Revenue Fund to evidence the indebtedness created by such borrowing

Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations ofthe Department payable from the Power Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

ONE BILLION FIVE HUNDRED MILLION DOLLARS ($1500000000)

and said Bonds are to be issued in one or more series or subseries at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of 365 days for the actual number ofdays elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer of the Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 of Ordinance No 172353 ofthe City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 ofDivision 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale of each series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 31

is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with re~pect to the Bonds shall not exceed ten percent of the principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 of this Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of365 days for the actual number of days elapsed

Section 9 The authorization of the issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance of bonds on account of the Power System heretofore made by resolution of this Board

Section 10 The Secretary of this Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices of the Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office of Administrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

ITEM NO 42 - Authorizes execution of Agreement No 47582 with Dewey amp LeBoeufLLP for Legal Services related to Merger and Acquisition Transactions to divestiture of power assets and the potential acquisition of non-carbon replacement assets The total amount not to exceed $1000000 for a term ofeighteen months Submitted by Chief Operating Officer and General Counsel

RESOLUTION NO 011-195

WHEREAS the Office of the City Attorney (City Attorney) on behalf ofthe Los Angeles Department of Water and Power (LADWP) solicited requests for proposals from law firms to assist the City Attorney in providing LADWP advice and representation in matters related to the Departments merger and acquisition transactions (M amp A) to divestiture ofpower assets and the potential acquisition of non-carbon replacement assets

WHEREAS the City Attorney selected the law finn of Dewey amp LeBoeuf LLP from a competitive bidding process for providing the necessary legal services and

WHEREAS the City Attorney finds that an appropriation of$lOOOOOO for a period of eighteen months is necessary at this time to manage anticipated M amp A transactions

BE IT RESOLVED that in compliance with City Charter Section 1022 the Board of Water and Power Commissioners of the City ofLos Angeles (Board) finds it is more feasible to have the assistance ofoutside counsel due to the complexity of and the expertise required for the aforementioned transactions

BE IT FURTHER RESOLVED the President or 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 of the Board be and they are hereby authorized and directed to execute Agreement No 47582 (or one in substantial form and content as the one submitted herewith as determined by the City Attorney) for and on behalf ofLADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 32

BE IT FURTHER RESOLVED that the Chief Accounting Employee of LADWP upon proper certification be and is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under said Agreement

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 48 - Reports were given by Management concerning matters relating to Department operations as follows

a) Integrated Resource Plan Update (Michael Webster Power Engineering Manager)

b) Renewable Portfolio Standard Project Update

Deemed accepted

c) 2010 Urban Water Management Plan (Tom Erb Director of Water Resources)

Written recommendations approved by the General Manager transmitting the following resolutions approved as to form and legality by the City Attorney

ITEM NO5 - Approval of the minutes of the January 4 2011 regular meeting of the Board of Water and Power Commissioners

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO6 - Authorizes award of Specification No 199 to Furnish and Deliver Meters Cold Positive Displacement Type to Neptune Technology Group Inc for a total amount not to exceed $22692293 for a term of one year with two optional one-year periods Submitted by Chief Operating Officer Senior Assistant General Manager - Water System and Chief Administrative Officer

RESOLUTION NO 19363

WHEREAS this contract is to furnish and deliver Meters Cold Positive Displacement Type and

WHEREAS Neptune Technology Group Inc is the lowest compliant bidder under Specification No 199 and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Water System recommends that Neptune Technology Group Inc be awarded a contract under Specification No 199

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 33

NOW THEREFORE BE IT RESOLVED that Neptune Technology Group Inc is awarded Contract No 199 for a total maximum amount not to exceed $2269229300 which includes all optional periods for a term of one-year with two optional one-year extensions under Specification No 199 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the President or Vice President 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 contract for and on behalf of the LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 199 and this Resolution

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO7 - Authorizes award of Specification No 217 to Furnish and Deliver Broadcaster Network Equipment and Software to Evertz Microsystems Ltd for a total amount not to exceed $4750000 for a term of one year with four optional one-year periods Council approval is required Submitted by Chief Operating Officer and Chief Administrative Officer RESOLUTION NO 19364

WHEREAS the Los Angeles Department of Water and Power (LADWP) identified broadcaster video network service as an innovative growth opportunity serving Los Angeles extensive entertainment industry and developed the VideoMAN infrastructure and

WHEREAS this contract is to furnish broadcaster video network equipment and software providing LADWP with the spares and upgrades to meet the demands for this service and

WHEREAS without a contract the LADWP will not be able to support its existing customers and will suffer customer and revenue loss and

WHEREAS LADWPs Joint System recommends a sole source contract be awarded to Evertz Microsystems Ltd (Evertz) the manufacturer of the original equipment and

WHEREAS this contract combined with previous contracts with Evertz constitutes continued contracting exceeding the three year time period set by Ordinance

THEREFORE BE IT RESOLVED that Evertz Microsystems Ltd is awarded a sole source contract under City Charter Section 371(e)(7) for a total amount not to exceed $475000000 which includes all optional periods for a term of one year with four optional one-year periods under Specification No 217 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to draw demands on the Water and Power Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 217 and this resolution

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 34

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Agreements for and on behalfof LADWP after approval by the Los Angeles City Council pursuant to Administrative Code 105

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 20 - Authorizes execution of Confidentiality Agreement DWP No BP 11-001 with California High-Speed Rail Authority in order to assist in its design and development of the California High Speed Rail Project for a term of three years and at no cost Submitted by Chief Operating Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 011-196

WHEREAS California High Speed Rail Authority (CHSRA) desires to engage in a Cocentidentiality Agreement with the Los Angeles Department of Water and Power (LADWP) to maintain proprietary matters confidential for security purposes and

WHEREAS LADWP and CHSRA recognize that utility infrastructure information must remain confidential for security purposes and

WHEREAS CHSRA needs to review the confidential information ofLADWP to design and develop the California High-Speed Train Project The expiration will be three years from the date ofapproval

NOW THEREFORE BE IT RESOLVED that the Confidentiality Agreement DWP No BP 11-001 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and High Speed Rail Authority be and the same is hereby approved and

BE IT FURTHER RESOLVED that the President or the Vice President of the Board or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized and directed to execute the Agreement for and on behalf of LAD WP

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 21- Authorizes execution ofAmended Memorandum of Understanding on Imperial Valley Geothermal Feasibility and Exploration LADWP No BP 09-025A with the Imperial Irrigation District Southern California Public Power Authority and the Cities of Burbank Glendale Colton and Pasadena The amendment will change a number of provisions in the MOU including adding 160 acres ofLADWP owned property LADWP expenditures will not exceed $18 million and the term is for six years from 2011 to 2016 Submitted by ChiefOperating Officer and Senior Assistant General Manager - Power System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 35

RESOLUTION NO 011-197

WHEREAS the original Memorandum ofUnderstanding (MOU) of Imperial Valley Feasibility and Exploration LADWP No BP 09-025 among the Los Angeles Department of Water and Power (LADWP) Imperial Irrigation District (lID) Cities of Burbank Glendale Colton Pasadena and the Southern California Public Power Authority (SCPPA) was approved by this Board ofWater and Power Commissioners (Board) on September 1 2009 under Resolution No 010-081 and

WHEREAS the Board conditionally approved Geothermal Lease Agreement No1 LADWP No BP 09-028 on September 15 2009 under Resolution No 010-100 upon the prerequisite that LADWP add its procurement policies and procedures to the original MOU and

WHEREAS the lID Board concurrently requested an amendment to the original MOU to incorporate an Exploration Structure Due Diligence Effort as a precondition to its approval of the MOU and

WHEREAS the parties of the original MOU renegotiated the terms and conditions to include an additional 160 acres ofreal property owned by LADWP LADWPs procurement policies and procedures and incorporate a preliminary assessment identified as the Exploration Structure Due Diligence Effort

NOW THEREFORE BE IT RESOLVED that the Amended MOU on Imperial Valley Feasibility and Exploration LADWP No BP 09-025A among LADWP lID Cities of Burbank Glendale Colton Pasadena and SCPP A 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 General Manager or Acting General Manager or such person that the General Manager or Acting General Manager shall designate in writing is hereby authorized and directed to execute the Amended MOU for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the funding for the Imperial Valley Feasibility and Exploration project previously approved by this Board on September 1 2009 under Resolution No 010-081 shall remain in effect subject to the reapportionment identified within the Amended MOU (LADWP No BP09-025A) and related appendices

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person that the General Manager or Acting General Manager designates in writing is hereby authorized to perform all duties and obligations as project manager set forth in the Amended MOU

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising from or related to exploration costs and manage any payment offset or credits for any applicable annual rental payments in accordance with the terms and conditions ofthe Amended MOU on Imperial Valley Feasibility and Exploration (LADWP No BP 09-025A)

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 36

ITEM NO 26 - Authorizes LADWPs General Manager to Execute Amendment No 10 Lease PRC 80799 with the California State Lands Commission allowing LADWP to implement gravel cover as Best Available Control Measures on 203 square miles of area on Owens Lake Total costs estimated to be $165473750 and term is December 102010 to May 1 2019 Submitted by Chief Operating Officer and Senior Assistant General Manager shyWater System

RESOLUTION NO 011-198

WHEREAS the Los Angeles Department of Water and Power (LADWP) as part of construction and implementation of the Owens Lake Dust Mitigation Program (OLDMP) has implemented dust mitigation measures and constructed facilities on portions of Owens Lake on sections of State land under the jurisdiction of the California State Lands Commission (CSLC) and

WHEREAS OLDMP activities have been allowed among other authorizations under Lease PRC 80799 and its nine amendments with CSLC and

WHEREAS LADWP is required by the Great Basin Unified Air Pollution Control District (GBUAPCD) to implement OLDMP Phase 8 gravel cover as Best Available Control Measures by November 6 2012 on certain sections of State land under the jurisdiction of CSLC and

WHEREAS on December 102010 CSLC approved Lease PRC 80799 Amendment No 10 that incorporates activities of the OLDMP Phase 8 into Lease PRC 80799 and

WHEREAS CSLC has sent Lease PRC 80799 Amendment No 10 for execution by the General Manager ofLADWP and

WHEREAS the cost of complying with the lease conditions such as purchase of Carbon OffsetslRenewable Energy Public Trust Value mitigation and Attorneys Fees commitment in Lease PRC 80799 Amendment No10 require the City of Los Angeles Board of Water and Power Commissioners approval and

WHEREAS the cost of complying with the lease conditions is estimated to be $165473750 and

WHEREAS Lease PRC 80799 and the first eight amendments duration is for 20 years and covers LADWPs various dust control measures operations and activities from May 1 1999 to May 12019 and

WHEREAS Lease PRC 80799 Amendment No 9s duration is for three years from June 28 2010 or until such time as a Master Plan for Owens Lake is approved by the CSLC and covers LADWPs tillage dust control measures operations and activities and

WHEREAS Lease PRC 80799 Amendment No 10s duration is from December 102010 to May 12019 and

NOW THEREFORE BE IT RESOLVED that Lease PRC 80799 Amendment No1 0 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between the Department of Water and Power of the City of Los Angeles and the California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratify and execute said lease amendment for and on behalf of the LADWP

Approval moved by Commissioner Parfrey

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 37

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey

Noes None

ITEM NO 38 - A written recommendation was received from the Chief Operating Officer and Interim Chief Financial Officer approved by the General Manager recommending the adoption of a resolution approved as to form and legality by the City Attorney authorizing execution ofAgreement No47002 with P A Consulting Group Inc to analyze and assist the Los Angeles Department ofWater and Power to develop a revenue requirement and rate structure

This item was withdrawn

ITEM NO 43 - Adopts an ordinance by the Council of the City ofLos Angeles transferring surplus money from the Power Revenue Fund to the City Reserve Fund during the 20102011 fiscal year the sum of$258815000 Council approval by ordinance is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 011-199

BE IT RESOLVED

1 That the Charter provides that this Board may after the close ofa fiscal year consent to a transfer of surplus money from the Power Revenue Fund to the Reserve Fund of the City based on audited financial data and

2 That this Board finds and determines after first considering and subject to all covenants made by the Department with respect to transfers from the Power Revenue Fund that there is surplus money in the Power Revenue Fund as of the close of fiscal year 200911 0 and consents to the transfer of $258815000 of said surplus money to the Reserve Fund of the City during fiscal year 201011 and pursuant to the terms ofthis resolution and

3 That this Board does further consent that the Council ofThe City ofLos Angeles adopt an ordinance in words and figures substantially as follows to wit

ORDINANCE NO

An ordinance directing the transfer of surplus money from the Power Revenue Fund of the Department of Water and Power to the Reserve Fund ofThe City of Los Angeles during Fiscal Year 20 WIll

THE PEOPLE OF THE CITY OF LOS ANGELES DO ORDAIN AS FOLLOWS

Section 1 Subject to audited fmancial data for fiscal year ended 200910 and all covenants made by the Department of Water and Power (Department) with respect to transfers from the Power Revenue Fund and subject to there having been and only to the extent that there was surplus money in the Power Revenue Fund at the close of the 200910 fiscal year and subject to the declaration ofconsent adopted by the Board of Water and Power Commissioners it is hereby directed that $258815000 be transferred from the Power Revenue Fund of the Department to the Reserve Fund of the City during the 201011 fiscal year

Section 2 The City Clerk shall certify to the passage of this ordinance and have it published in accordance with Council policy either in a daily newspaper circulated in the City of Los Angeles or by posting for ten days in three public places in the City ofLos Angeles one copy on the bulletin board located in the Main Street entrance to the Los Angeles City Hall

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 38

one copy on the bulletin board located at the Main Street entrance to the Los Angeles City Hall East and one copy on the bulletin board located at the Temple Street entrance to the Los Angeles County Hall ofRecords

BE IT FURTHER RESOLVED that after the adoption of an ordinance as set forth in (3) above the Chief Accounting Employee of this Department is directed upon certification by the General Manager to cause to be transferred $129407000 within 10 days after the effective date of the ordinance in one lump sum payment from the Power Revenue Fund of the Department to the Reserve Fund ofthe City and to cause to be transferred the remaining amount in equal monthly installment payments from the Power Revenue Fund of the Department to the Reserve Fund of the City so that by June 30 2011 $258815000 has been paid Such transfers shall be made only after the City has paid the Power Revenue Fund all monthly charges for power services for which the City was billed by the Department

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 44 - Authorizes execution ofAgreement No WR 10-1030 with the Los Angeles Department ofPublic Works Bureau of Sanitation and West Basin Municipal Water District for Recycled Water Services to the Los Angeles Harbor Area for the design construction and operation of the facilities needed to produce and convey 9300 acre-feet per year of recycled water to LADWPs large industrial and irrigation customers LADWP will fund up to $111979472 for new and existing capital improvements and the initial term ofthirty years which may be extended in increments often years Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-200

WHEREAS one of the primary goals of the Los Angeles Department ofWater and Power (LADWP) is to ensure that the City of Los Angeles (City) has a reliable water supply and

WHEREAS in response to the Citys potable water supply challenges LADWP in 2008 prepared the Water Supply Action Plan titled Securing LAs Water Supply that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

WHEREAS LADWP entered into a 25-year agreement (adopted by the Board under Resolution No 91-0344) with the Los Angeles Department ofPublic Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) on June 3 1991 which allows WBMWD to purchase secondary effluent from the PW BOS Hyperion Treatment Plant (HTP) and in exchange LADWP is allowed to purchase 25000 AFY of tertiary treated Title 22 recycled water from WBMWD at an amount no greater than WBMWDs actual cost to produce and reconvey the recycled water back to LADWP and

WHEREAS WBMWD owns and operates the Juanita Millender-McDonald Carson Regional Water Recycling Plant (CRWRP) located in the City of Carson just north of the LADWP service area and

WHEREAS the Harbor Refineries Recycled Water Pipeline Project currently being constructed will provide the delivery method for recycled water in the Los Angeles Harbor Area to large industrial and irrigation customers and will include a point-of-connection at the Los Angeles City boundary with the City of Carson and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 39

WHEREAS to accomplish delivery of nitrified Title 22 recycled water to Los Angeles Harbor Area customers new treatment facilities need to be constructed at the CRWRP including expansion of the nitrification treatment facilities at the CRWRP as well as the construction of a pipeline in the City of Carson to a point-of-connection at the boundary to the City of Los Angeles and

WHEREAS PWBOS agrees to supply secondary effluent from the HTP to WBMWD and LADWP agrees to purchase tertiary treated disinfected nitrified Title 22 recycled water from WBMWDand

WHEREAS WBMWD has agreed to provide a reliable source of nitrified Title 22 recycled water to the Los Angeles Harbor Area and

WHEREAS the facilities being built by WBMWD and the dedicated current facilities owned by WBMWD to assist LADWP with supplying recycled water will benefit the citizens of Los Angeles for 30 years

NOW THEREFORE BE IT RESOLVED that the proposed Agreement approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP PWBOS and WBMWD be and the same is hereby approved and

BE IT FURTHER RESOLVED that the ChiefAccounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of the obligations arising under this Agreement

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Agreement No WR 10-1030 for and on behalf of LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee will recognize the funds paid to WBMWD to construct to expand and to dedicate WBMWDs assets so as to have the ability to serve LADWP shall be accounted for as a regulatory asset of the Water System that will be amortized over the life of the project which is 30 years

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 45 - Authorizes execution ofAmendment No 1 to Agreement with Los Angeles Public Works Bureau of Sanitation and West Basin Municipal Water District (Resolution No 91-0344) This Amendment supports the City of Los Angeles commitment to maximize the reuse ofwastewater effluent for beneficial reuse The term remain the same Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-201

WHEREAS in response to the City of Los Angeles (City) potable water supply challenges LADWP in 2008 prepared Securing LAs Water Supply a water supply action plan that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 40

WHEREAS LADWP has identified the potential for significant amounts of recycled water usage for industrial purposes in the Los Angeles Harbor Area (Harbor Area) and

WHEREAS there is an existing agreement adopted by the Board under Resolution No 91-0344 (Agreement) among and between LADWP the Los Angeles Department of Public Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) that allows for the conveyance ofsecondary effluent produced at the PWBOS Hyperion Wastewater Treatment Plant (HTP) to the WBMWD Edward C Little Water Recycling Plant (ECL) in EI Segundo California for tertiary treatment and subsequent beneficial reuse and

WHEREAS to provide recycled water to the Harbor Area and to adjacent areas Amendment No 1 to Agreement (Amendment) is necessary to increase WBMWDs secondary effluent wastewater conveyance capability by expanding their existing pump station located at the HTP to a planned ultimate capacity of 70 million gallons per day (MGD) to convey secondary effluent from HTP to ECL and

WHEREAS the PWBOS has the resources and technical expertise to perform wastewater source control pollution prevention and the public outreach activities necessary to comply with all required recycled water regulatory requirements imposed by the State of California Department of Public Health and California Regional Water Quality Control Board and

WHEREAS designating PWBOS as the responsible agency to perform source control will ensure compliance with National Pollution Discharge Elimination Systems permit requirements for which PWBOS will be reimbursed by WBMWD

NOW THEREFORE BE IT RESOLVED that the proposed Amendment approved as to form and legality by the City Attorney and filed with the Secretary of the Board to increase secondary effluent wastewater conveyance and to designate PWBOS as the agency responsible for wastewater source control is hereby approved

BE IT FURTHER RESOLVED that the President or Vice President of this Board the General Manager or such person as the General Manager shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of the Board are hereby authorized empowered and directed to execute said Amendment for and on behalfof LADWP

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 46 - A written recommendation was received from the Personnel Relations Committee that the Board approve their report relative to Grievance No B-074-09 filed by Mr James R Cole

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 41

The following items were presented by the Secretary and ordered filed

ITEM NO 47-A - A report from the Interim Chief Financial Officer showing receipts disbursements and cash balances of the Water and Power Revenue Funds for the month ending December 312010 as follows

REVENUE FUNDS (in thousands)

WATER POWER Beginning Balance December 1 2010 $ 281806 $ 688330

ADD Customer Collections 110560 297326 DWP Interfund Transfers 89106 29923 IPP Subordinated Notes 11343 Other City Departments 6040

Total Receipts $ 199931 $ 344632

LESS Payments to Vendors 62276 237418 Bond Redemption and Interest 57863 124941 Payrolls 23817 52513 SewerlUtility Taxes 38316 49427 DWP Interfund Transfers 36036 42291 Other City Departments 8377 Total Disbursements $ 218321 j 514~967

Ending Balance December 31 2010 $ 263416 $ 517995

ITEM NO 47-B - Monthly report ofactivities for the following units

bull Water System (December 2010)

bull Power System (November 2010)

bull Financial Services Organization (November 2010IDecember 2010)

ITEM NO 47-C - Reports for informational purposes

bull Quarterly Status Report on Water Quality Regulatory Compliance Projects

bull Investment Report Quarter Ending September 30 2010

bull Legislative and Regulatory Update

THE BOARD shall recess to closed session for a conference with legal counsel regarding

A Existing litigation in the following matter

1 Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

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REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 42

2 City of Los Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

B Anticipated litigation in the following matters

1 Discussion regarding initiation of litigation (1 case) pursuant to Subdivision (c) of Section 549569 of the California Government Code

2 Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

MEETING RECESSED at 1240 pm

MEETING RECONVENED at 1250 pm

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 lO22 AM Page 43

Los Angeles California February 12011

MINUTES OF CLOSED SESSION OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

HELD IN ROOM 1555-H FEBRUARY 12011

1250 PM

Meeting called to order by President Thomas S Sayles and roll called

Present Commissioners President Sayles Eric Holoman Christina E Noonan Jonathan Parfrey

Absent None

A quorum present

In attendance were the following

Ronald O Nichols General Manager Martin L Adams Director of Water Operations Oscar Alvarez Electrical Engineer Aram H Benyamin Senior Assistant General Manager - Power System Joseph Brajevich Assistant General Counsel Water and Power Dirk Broersma Assistant City Attorney Richard M Brown General Counsel Water and Power Priscila Castillo Deputy City Attorney Michael A Coia Executive Director ofPower System Operations and Maintenance Lonnie Eldridge Deputy City Attorney James B McDaniel Senior Assistant General Manager - Water System Lorraine Paskett Senior Assistant General Manager - Sustainability Programs

and External Affairs Ann M Santilli Interim Chief Financial Officer Mark J Sedlacek Director of Environmental Affairs Kenneth Silver Electrical Service Manager Eskel H Solomon Assistant City Attorney Cecilia KT Weldon Chief Administrative Officer

Also in attendance

David Kim Mayors Office

A CLOSED SESSION was held for a conference with legal counsel regarding

Existing litigation in the following matters

ITEM NO 49 Al Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 44

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$14263507 to Allstate Insurance Company in full and complete settlement ofLADWP Claim Number 1026286

RESOLUTION NO 011-202

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Power Revenue Fund in the sum of $14263507 to be paid in the form ofa draft to Allstate Insurance Company Said payment is in full compromise and complete settlement ofLADWP Claim Number 1026286 which arose out of fire damage to personal and real property at 4333 Griffin Avenue Los Angeles California on September 25 2009 The City Attorney is hereby authorized to deliver said draft to Allstate Insurance Company andor the Law Office of Cuibreth amp Schroeder LLR upon receipt of a properly executed Full Release of All Claims and Request for Dismissal

Seconded by President Sayles and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Anticipated litigation in the following matter

ITEM NO 49 B2 (1st case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$5935695 to Landmark Property Management Group LLC in full compromise and complete settlement ofLADWP Claim Number 1027520

RESOLUTION NO 011-203

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $5935695 to be paid as follows a draft in the amount of $5935695 payable to Landmark Property Management Group LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1027520 which arose out of damage done to the structure known as the Santa Fe Loft Apartments at 121 East Sixth Street Los Angeles on August 5 2010 as the result of a Water System water main break The City Attorney is hereby authorized to deliver said draft to Landmark Property Management Group LLC upon receipt ofa properly executed Full Release of All Claims and Request for Dismissal

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 45

Anticipated litigation in the following matter

ITEM NO 49 B2 (20d case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(l) of Section 549569 of the California Government Code

Discussion held action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$8000000 to National Subrogation Services in full compromise and complete settlement ofLADWP Claim Number 1025898-19

RESOLUTION NO 011-204

BE IT RESOLVED by the Board ofWater and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $8000000 to be paid as follows a draft in the amount of $8000000 payable to National Subrogation Services LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1025898-19 which arose out of damage to the business known as Canyon Beachwear located at 13035 Ventura Boulevard Studio City on September 52009 The City Attorney is hereby authorized to deliver said draft to National Subrogation Services LLC upon receipt of a properly executed Full Release ofAll Claims and Request for Dismissal

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Existing litigation in the following matter

ITEM NO 49 A2 - City ofLos Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

Discussion held - no action taken

Anticipated litigation in the following matter

ITEM NO 49 B2 (3rd case) - Discussion regarding significant exposure to litigation (3 caSes) pursuant to Subdivision (b )(1) of Section 549569 of the California Government Code

Discussion held - action taken but not a final action that was reportable

Anticipated litigation in the following matter

ITEM NO 49 Bl- Discussion regarding initiation oflitigation (l case) pursuant to subdivision (c) of Section 549569 of the California Government Code

Discussion held - no action taken

===~ c=o~--~~~=--=-=---middot---=~~~~~~==-~~~~===~--==-=-=--========

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 46

COMMISSIONER NOONAN moved the meeting be adjourned

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Meeting adjourned at 1 30 pm

An announcement was made in the Board Room regarding adoption ofthree resolutions one pertaining to the settlement of Los Angeles Superior Court Case Number BC448561 and two pertaining to the settlement ofLADWP Claim Number 1027520 and LADWP Claim Number 1025898-19

SIGNED

~AtrufL~~ SECRETARY

ATTEST

vs~ PRES~T

Page 16: Los Angeles, California, February 1,2011 WATER AND POWER

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 16

WHEREAS LADWP proposes to implement the Woodman Avenue Multi-Beneficial Stonnwater Capture Pilot Project (Project) to help recharge the groundwater table improve water quality and alleviate local flooding along the 7700 block ofWoodman Avenue and

WHEREAS LADWP prepared an Initial StudylNegative Declaration (ISIMND) for the proposed Project and circulated this document for public review from December l3 2010 to January 142011 and

WHEREAS a Notice of Intent to Adopt an MND was published in the Los Angeles Times and mailed to interested persons and agencies

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners of the City ofLos Angeles (Board) recognizes that a study was made ofthe potential environmental effects of the proposed Project including its construction and operation This study is embodied in the ISMND on file with the Secretary of this Board and is incorporated in this Resolution and made a part hereof

BE IT FURTHER RESOLVED that the Board recognizes the ISMND identifies the following impacts that are potentially significant unless mitigation is incorporated and proposes the following mitigation measures and a program for implementation and monitoring

Potential Mitigation Recommended Mitigation PeriodMethod Implementation Impact Measure of Implementation Monitor

No

Cultural Resources I Itispossibletl1at CUL-I Should archaeological or paleontological During constructio Project

subsurface resources be encountered during earth- Construction archaeological or moving activities (Le grading and Manager will be paleontological resource excavation) a qualified archaeologist ando responsible for may be present within paleontologist shall be retained and shall implementation the project area implement procedures for temporarily andLADWP

halting or redirecting work to permit the Environmental sampling identification and evaluation of Services will the resources as appropriate Ifthe provide resources are found to be significant the compliance archaeologist andor paleontologist shall oversight determine appropriate actions in cooperation with the City of Los Angeles shyfor preservation andor data recovery If human remains are discovered the Los Angeles County Coroner shall be contacted the area of the find shall be protected and provisions of State CEQA Guidelines Section 150645 shall be followed

Hazards and Hazardous Materials Temporary lane closures HAZ-I A Traffic Control Plan will be prepared and Prior to and during Project and other public right-of will include notification ofsurrounding construction Construction way construction emergency service providers including the Manager will be activities could impair adjacent Kaiser Permanente Medical Center responsible for implementation of or As part of the plan emergency service implementation physically interfere with providers will be notified prior to andLADWP an adopted emergency construction and provided information Environmental response plan regarding lane closures construction Services will

schedule driveway blockages etc A plan t( provide maintain or accommodate essential compliance emergency access routes eg plating over oversight excavations use of detours etc will be developed and implemented

Noise Constructive activity NOI-l Project specifications shall restrict Prior to and during Project could result in temporaI) construction to normal work days and hours construction Construction exposure of persons to (as per LAMC Section 4110) and shall Manager will be excessive noise and require the construction contractor to responsible for vibration develop and implement a Noise Mitigation implementation

Plan to include the use ofmuftlers shields andLADWP sound barriers andor other noise reduction Environmental devices or techniques as feasible during Services will operation ofconstruction equipment Two provide weeks prior to the onset of construction compliance

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REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Pagel7

of construction notification of the location timing and duration of the proposed construction shall be provided to adjacent residents and businesses (within a V mile radius from the project site) and Kaiser Permanente Panorama City

oversight

Transportation and Traffic Temporary lane closures TR-l and other public right-of way construction activities could affect vehicle traffic and other modes of transportation beyond acceptable levels

A Traffic Control Plan will be prepared and approved by the City prior to the beginning ofconstruction Emergency service providers (fire police and ambulance) and Kaiser Pemlanente Panorama City shall be notified prior to construction to communicate information regarding lane closures construction schedule driveway blockages etc and to develop a plan to maintain or accommodate essential emergency and patient access routes eg plating over excavations use of detours effect on existing bus stop etc

Prior to construction

Project Construction Manager will be responsible for implementation andLADWP Environmental Services will provide compliance oversight

BE IT FURTHER RESOLVED that this Board further fmds that with the implementation of the above mitigation measures potential impacts to cultural resources hazards and hazardous materials noise and transportation and traffic will be less than significant

BE IT FURTHER RESOLVED that this Board certifies that the ISIMND has been prepared in compliance with California Environmental Quality Act that it has reviewed and considered the information contained in the ISIMND and that the ISIMND reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board finds on the basis of the whole record before it including the IS that there is no substantial evidence that the Project will have a significant effect on the environment

BE ITFURTHER RESOLVED that this Board adopts the ISIMND and approves the Project

BE IT FURTHER RESOLVED that LADWP shall file a Notice ofDetermination with the Los Angeles City Clerk and the Los Angeles County Clerk within five working days after deciding to approve the Project

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of tIe record of proceedings for this project

ITEM NO 29 - Approves Addendum No 1 to the Mitigated Negative Declaration for the Geotechnical Investigation for the North Haiwee Dam No2 Project Further a Notice of Determination is authorized to be filed with the Inyo County Clerk Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-186

WHEREAS LADWP proposes to implement the Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS LADWP prepared an Initial StudylMitigated Negative Declaration (ISIMND SCH 2003091085) for a similar project at the same location in April 2004 titled Geotechnical Investigations at North Haiwee Dam Project and

WHEREAS the City of Los Angeles Board of Water and Power Commissioners (Board) adopted the ISIMND and approved the implementation of the Geotechnical Investigations at North Haiwee Dam Project on July 6 2004 and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 18

WHEREAS an Addendum which addresses the proposed modifications to the previously adopted ISIMND has been prepared titled Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS CEQA Guideline section 15164(b) allows a lead agency to prepare an addendum to an MND as follows

An addendum to an adopted negative declaration may be prepared ifonly minor technical changes or additions are necessary or none of the conditions described in Section 15162 calling for the preparation of a subsequent EIR or negative declaration have occurred

WHEREAS CEQA Guideline section15162 requires a subsequent negative declaration under the following circumstances

(a) When an EIR has been certified or a negative declaration adopted for a project no subsequent ErR shall be prepared for that project unless the lead agency determines on the basis of substantial evidence in the light of the whole record one or more of the following

(1) Substantial changes are proposed in the project which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects

(2) Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous ErR or Negative Declaration due to the involvement ofnew significant environmental effects or a substantial increase in the severity of previously identified significant effects or

(3) New information of substantial importance which was not known and could not have been known with the exercise ofreasonable diligence at the time the previous ErR was certified as complete or the Negative Declaration was adopted shows any of the following

A) The project will have one or more significant effects not discussed the previous EIR or negative declaration or

B) Significant effects previously examined will be substantially more severe than shown in the previous ErR or

C) Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project but the project proponents decline to adopt the mitigation measure or alternative or

D) Mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce one or more significant effects on the environment but the project proponents decline to adopt the mitigation measure or alternative

NOW THEREFORE BE IT RESOLVED that the City of Los Angeles Board of Water and Power Commissioners (Board) recognizes that a study of the proposed changes to the previously adopted ISIMND was made and the associated environmental effects assessed for the proposed Geotechnical Investigations for the North Haiwee Dam No2 Project This study is embodied in the Addendum on file with the Secretary ofthis Board This Board has reviewed and considered the information contained in such document which is incorporated in this Resolution and made a part hereof

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 19

BE IT FURTHER RESOLVED that this Board makes the following fIndings and determinations with respect to the proposed project

bull An Addendum was prepared which analyzed the potential environmental impacts associated with the construction and operation ofthe proposed project

bull As demonstrated in the environmental analysis of the currently proposed project modifIcations none of the conditions described in CEQA Guideline section 15162 calling for the preparation ofa subsequent EIR or negative declaration have occurred The proposed project modifIcations would not result in any additional signifIcant impacts nor would it increase the severity ofpreviously identifIed signifIcant impacts Therefore it can be concluded that pursuant to CEQA Guideline section 15164(b) the proposed project modifIcations are only minor technical changes or additions and as such an addendum to the 2004 MND for the Geotechnical Investigations at North Haiwee Dam Project may be prepared

Below is the proposed Mitigation Monitoring and Reporting Plan (MMRP) for the proposed Addendum This MMRP includes mitigation measures from the previously approved 2004 ISIMND as well as proposed changes to it in order to enhance its effectiveness Underline denotes a new measure while strikeout indicates a removed measure

Air Quality

bull The project specifIcations shall incorporate the applicable provisions of the Great Basin Valleys Air Pollution Control District Fugitive Dust Rule (Rule 401) provided below

A person shall take reasonable precautions to prevent visible particulate matter from being airborne under normal wind conditions beyond the property from which the emission originates Reasonable precautions include but are not limited to

1 Use where possible of water for control ofdust in trenching and boring operations

2 Application of water on dirt roads material stockpiles

3 Use ofwater chemicals chuting venting or other precautions to prevent particulate matter from being airborne in handling dusty materials to open stockpiles and mobile equipment and

4 Maintenance of roadways in a clean condition

bull The contractor shall discontinue construction activities during fIrst and second-stage smog alerts

Biological Resources

bull To compensate for the permanent loss ofhabitat LADWP will preserve Mohave ground squirrel habitat (Habitat Management Lands) at a 3 1 ratio at a location approved by CDFG Funding for the long-term management ofthe land preserved also is required LADWP and CDFG will negotiate the per-acre cost ofmanaging the lands to be preserved and fee title or conservation easement shall be granted to CDFG or other CDFG-approved non-profIt entity

Alternatively the preservation ofMohave ground squirrel habitat could be accomplished through elimination ofcattle grazing on lands owned by LlDWP in Jnyo County vvithin the geographic range ofMohave ground squirrel andor restomtion ofnative vegetation within the range and in habitat suitable for Mohave ground squirrel on LADWP public or state lands in Jnyo County In either case LADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 20

U~~~fer e title or a cOflservatiofl easemeflt oler the Habitat ManagemeBt Laads to ~rt~rms approved by the CDFG AlteFflatit-ely the traflsfer mad be to

another public entity or not profit corporation appro led by the CDFG d t) approed by the CDFG 1lfrer erms

bull A pre-construction environmental education program shall be conducted for all persons working on the project The education program shall include identification of sensitive biological resources on-site terms and conditions of the Incidental Take Permit and the California Endangered Species Act

bull Impacts to sanicle cyrnopterus shall be avoided where feasible through project redesigIl In particular Trench T 2 contains hve clusters of sanicle cyrnopterus If redesigIl of Trench T 2 to atOid impacts to sanicle cymopterus is not feasible a mitigation plan shall be negotiated with and approed by CDFG

bull Sanicle cymopterus populations near proposed geotechnical testing sites shall be flagged by a qualified biologist prior to testing activities and avoided by project personnel

bull A qualified biological monitor familiar with sanicle cymopterus shall be on-site during testing activities in the vicinity of this species

bull Project boundaries shall be clearly delineated prior to construction Existing roads shall be used to the greatest extent possible All project-related parking and equipment storage shall be confined to previously disturbed areas

bull A qualified biological monitor familiar with Mohave ground squirrel shall be on-site to monitor trenching and boring activities

bull Trash and food items shall be removed from the site daily and disposed ofproperly to avoid attracting ravens a common predator of the Mohave ground squirrel

bull Ramps shall be provided in trenches to allow animals to escape

bull All temporarily affected areas that were previously vegetated shall be restored with native plant species to accelerate recovery

bull During construction and at the completion of construction activities monthly and final compliance reports shall be provided to CDFG documenting the effectiveness of mitigation measures and the level of take associated with the project

bull Water from well-pump testing shall be discharged to the ground in Mohave ground squirrel habitat areas

bull Because project activities will disturb Mohave ground squirrel habitat in a recognized core area for the species land acquisition to compensate for habitat loss should focus on private or BLM disposal lands within the CosoOlancha core area ELM disposal lands west of the North Haiwee Dam (828 acres) are within the CosoOlancha core area and should be considered the top priority mitigation lands If land acquisition is not possible or proves difficult in CosoOlancha core area then land should be acquired in one ofthe following alternative areas (listed in order ofpreference)

1 In the Little Dixie Wash core area Kern County 2 In the corridor connecting the CosoOlancha core area and the Little Dixie Wash

core area 3 Adjacent to the CosoOlancha core area in Inyo County and 4 In the corridor connecting the Little Dixie Wash core area and the Edwards Air

Force Base Core Area in Kern County

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 21

bull An authorized biologist or monitor shall guide project equipment around active ground squirrel burrows to reduce the likelihood of taking individual Mohave ground squirrels and minimize habitat disturbances

bull If a live Mohave ground squirrel is unearthed during project activities the Authorized Biologist shall rescue the squirrel and if it is the squirrels active period release it at least 50 meters from project activities If it is the squirrels dormant period then the biologist should construct an artificial burrow at least 50 meters from project activities and place the squirrel in the artificial burrow

bull Individual Joshua trees shall be avoided to the greatest extent possible Compensation for impacts to Joshua tree woodland shall be negotiated with CDFG prior to groundshydisturbing activities

bull Compensation for impacts to Mohave riparian forest shall be negotiated with CDFG prior to ground-disturbing activities

In addition to ensure that project impacts to other special-status wildlife species and Jurisdictional Waters and Wetlands would be mitigated to less than significant the following additional mitigation measures are recommended

bull Conduct pre-construction protocol surveys for desert tortoise Pre-construction surveys should be conducted no more than 30 days prior to construction operations Standard protocol language includes Protocol surveys for desert tortoise will follow the guidelines for linear projects stipulated in the Pre-Project Field Survey Protocol for Potential Desert Tortoise Habitats (USFWS 2010) As stated in this guideline a 10 meter wide belt that transects with 100 percent coverage would be conducted in all habitats capable of supporting the desert tortoise within the project area Ifneither tortoises nor sign are encountered during the Action Area surveys three additional 10 meter belt transects at 200 meter intervals parallel to the project area will be surveyed Surveys for determination of presence or absence are restricted to the desert tortoises active period which is April through Mayor September through October and at temperatures below 40 degrees Celsius

bull Should a desert tortoise burrow be observed during pre-construction surveys and the end is not visible the burrow should be scoped for tortoise occupancy All unoccupied burrows should be collapsed Should a live desert tortoise be observed during preshyconstruction surveys above- or below ground desert tortoise fencing must be installed around project work areas excluding access roads Tortoise fencing will avoid occupied burrows iffound Fence installation will require two desert tortoise clearance surveys within the exclusion area prior to beginning construction operations Any tortoises found within the exclusion fence the exclusion fence will be re-designed to exclude the tortoise from the project work area No handling of tortoises is permitted

bull A biological monitor is recommended for the duration ofproject construction operations Should a tortoise be observed during construction operations project activities will temporarily cease in the immediate area and allow the tortoise to move on its own accord

bull In accordance with federal and California State Endangered Species Acts the contractor shall immediately report all observations of desert tortoise or any listed species to LADWP Environmental Services and take care not to take or harass the species A LADWP Environmental Service Representative will inform appropriate federal and State resource agency personnel of the sighting

bull Implement pre-construction surveys and construction monitoring to minimize impacts to badger

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 22

bull For any construction activities scheduled to occur during the nesting season (typically February 15 to July 31) pre-construction surveys should be conducted to identify any nesting birds If active nests are identified determine whether proposed activities within 200 feet could cause found nests to fail

Cultural Resources

bull Trenching boring and well locations in areas outside ofpreviously surveyed areas such as T -7 (EDA W 2003b) require a pedestrian archaeological survey and ifapplicable a record search prior to construction activities All activities shall be located to avoid historic and archaeological resources

bull Trenching and boring locations shall be located to avoid known historic or archaeological resources-in particular the historic and cultural resources at Trenches T-4 and T-5 and the geotechnical borings in and around CA-INY-22435703 CA-INYshy4591H HD-CS-OOIH (now CA-INY-6574) HD-CS-005H CA-INY-6575 (formerly HD-CS-002H) CA-INY-6577 and CA-INY-6585 shall be flagged for avoIdance A qualified archaeologist shall be retained to assist with determining acceptable location parameters for these trenches and borings The archaeologist is authorized to delineate the loci of the existing resources at Trenches T -4 and T -5 by use ofsmall-shovel test pits

bull A qualified cultural resources monitor shall be on-site during ground-disturbing activities at the adjusted Trench T-4 and T-510cations and at the borings in and around known cultural resources The cultural resources monitor shall have the authority to halt or redirect construction ifnew significant cultural resources are found

BE IT FURTHER RESOLVED that this Board fmds that with the implementation of the above mitigation measures potential impacts to air quality biological resources and cultural resources will be less than significant

BE IT FURTHER RESOLVED that this Board has reviewed and considered the information as contained in the proposed Addendum and that the Addendum reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board adopts the Addendum requires implementation of the mitigation measures adopts the Mitigation Monitoring and Reporting Plan approves the Geotechnical Investigations for the North Haiwee Dam No2 Project and approves the payment for permit and mitigation costs associated with this project

BE IT FURTHER RESOLVED that LADWP shall file a Notice of Determination with the Inyo County Clerk that finds that this Board has adopted the Addendum for the project that the Board has required implementation of the mitigation measures for the project that the Board has adopted the Mitigation Monitoring and Reporting Plan for the project and that there is no substantial evidence in light of the whole record that the project may have a significant effect on the environment

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of the record of proceedings for this project

ITEM NO 30 - Recommends approval of the Grid Reliability Study dated December 31 2010 that is required per Section 3B3 of the Once-Through-Cooling Policy Upon approval LADWP will fmalize and submit the Study to the State Water Resources Control Board and the Statewide Advisory Committee on Cooling Water Intake Structures Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Power System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 23

RESOLUTION NO 011-187

WHEREAS the Los Angeles Department of Water and Power (LADWP) has an obligation to provide adequate and reliable electricity service to its customers in The City of Los Angeles and

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners approves the Grid Reliability Study (GRS) dated December 31 2010

BE IT FURTHER RESOLVED that LADWP may use this GRS for submission to any agency or entity requiring LADWP to submit a reliability study

ITEM NO 31- Authorizes execution of Amendment No1 to Short Form IRU-12 Lease Agreement (Agreement No FO-500-092007) with Fox Entertainment Group Inc to continue to provide the Indefeasible Right of Use of a certain component of the LADWPs fiber optic network between 10351 Santa Monica Boulevard Los Angeles and Building 101 10201 Pico Boulevard Los Angeles The term ofAgreement is amended to five yeats Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-188

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 subordinate agreement to Optical Fiber Lease Agreement No FO-293-042004 (Master Agreement) between the Department of Water and Power of the City of Los Angeles (LADWP) and Fox Entertainment Group Inc was approved by the General Manager and became effective on January 18 2008 grants to Fox Entertainment Group Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 has an initial term of three (3) years which expired on January 18 2011 and

WHEREAS both the LADWP and Fox Entertainment Group Inc desire to extend the term of Short Form IRU-12 Lease Agreement No FO-500-092007 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No I to Short Form IRU-12 Lease Agreement No FO-500-092007 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Fox Entertainment Group Inc be and the same is hereby approved and ratified

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 the Assistant Secretary or the Acting Secretary ofthe Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 for and on behalfofLADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 24

ITEM NO 32 - Authorizes execution ofAmendment No1 to Short Form IRU-08 Lease Agreement (Agreement No FO-609-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network between One Wilshire 4th Floor MMR or MDF Room 624 South Grand Avenue Los Angeles California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to five years Submitted by ChiefOperating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-189

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-0l2006 (Master Agreement) between the Department ofWater and Power of the City of Los Angeles (LADWP) and Sohonet Inc was authorized by Board Resolution No 010-213 on February 22010 grants Sohonet Inc the Indefeasible Right ofUse ofa certain component ofthe LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 has an initial term of one (1) year which is set to expire on February 16 2011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-08 Lease Agreement No FO-609-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-08 Lease Agreement No FO-609-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 for and on behalfofLADWP

ITEM NO 33 - Authorizes execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement (Agreement No FO-610-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse ofa certain component of the LADWPs fiber optic network between ADS 948 Cahuenga Boulevard Hollywood California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to two years Submitted by Chief Operating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-190

WHEREAS this Short Form IRU-09 Lease Agreement No FO-61O-1212009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-01l2006 (Master Agreement) between the Department of Water and Power ofthe City of Los Angeles (LADWP) and Sohonet Inc was approved by the General Manager and became effective on February 19 2010 grants Sohonet Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 25

WHEREAS this Short Form IRU-09 Lease Agreement No FO-61 0-122009 has an initial term ofone (1) year which is set to expire on February 192011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-09 Lease Agreement No FO-610-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU -09 Lease Agreement No FO-61 0-122009 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 for and on behalfofLADWP

ITEM NO 34 - Authorizes execution ofAmendment No 1 to Purchase Order 49019-1 (New Agreement No 47003) with Phimation Strategy Group for consulting services for change management efforts and training This Amendment increases contract amount by $235750 and extends the contract one year All other contract terms remain the same Submitted by Chief Operating Officer

RESOLUTION NO 011-191

WHEREAS the Los Angeles Department of Water and Power (hereinafter referred to as LADWP) and Phimation Strategy Group (hereinafter referred to as Consultant) entered into a contract wherein Consultant agreed to assist the General Managers Office (GM) to conduct change leadership training and culture change program and

WHEREAS effective September 13 2010 the LADWP and Consultant entered into Purchase Order Agreement No 49019-1 (which together with all amendments and supplements thereto hereinafter shall be referred to as the Agreement) and

WHEREAS the LADWP proposes to execute Amendment No1 to Purchase Order 49019-1 to extend the term through February 122012 and

WHEREAS the LADWP proposes to amend Purchase Order 49019-1 to increase the contract amount from $149000 to $384750 converting the General Manager Award to a Board Award (New Agreement No 47003) and

WHEREAS the amendment is necessary and proper to continue or complete certain activities authorized under the Agreement

NOW THEREFORE BE IT RESOLVED that the LADWP and Consultant agree to amend the Purchase Order Agreement No 49019-1 as follows

Make an administrative change in the Agreement number from 49019-1 to 47003 2 The term ofthe Agreement has been extended through February 122012 3 The total cost ofthe Agreement is increased by $235750 for a maximum expenditure

limit of $384750

1

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 26

4 Add Line Item 002 to read as follows Change Leadership Training and Culture Change Program - Additional Services as described in Service Definition All not-to-exceed $235750

5 Delete and replace terms under Page 2 Service Definition 6 Delete and replace terms described under Pages 2-3 Invoice and Payments 7 Delete terms under Pages 3-4 Itemized Expenses in its entirety 8 Delete and replace terms described under Page 9 Termination

BE IT FURTHER RESOLVED that pursuant to City Charter Section 371 (e)(2) the use of competitive bidding for this agreement is not practicable or advantageous because the work to be performed is of an expert professional temporary and occasional character

BE IT FURTHER RESOLVED the Board finds in accordance with Charter 1022 of the Los Angeles City Charter that the services to be performed under this contract can be more economically and feasibly performed by an independent contractor than by City employees

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under this Agreement and

BE IT FURTHER RESOLVED that the President or 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 of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalfofLADWP

ITEM NO 35 - Awards Amendment No2 to Contract No 969 to Furnish and Deliver Tires and Tubes to TCI Tire Centers LLC for a cooperative purchase with City ofLos Angeles Department of General Services Division Contract No 58289 The amendment will increase the second optional period by $1012595 All other contract tenns shall remain the same Submitted by Chief Operating Officer and Chief Administrative Officer

RESOLUTION NO 19362

WHEREAS TCI Tire Centers LLC was awarded Contract No 969 a cooperative purchase to City ofLos Angeles Department of General Services Division Contract 58289 for furnishing and delivering of tires and tubes and

WHEREAS the Los Angeles Department of Water Power (LADWP) utilizes Contract No 969 to provide routine maintenance to LADWPs motor pool and

WHEREAS LADWPs Joint System recommends Amendment No2 to Contract No 969 with TCI Tire Centers LLC to increase the second optional period by $101259500 to $180000000 and

WHEREAS Contract No 969 is coterminous with the City ofLos Angeles Contract No 58289 which expires on May 31 2011 No additional time is needed

NOW THEREFORE BE IT RESOLVED that Amendment No2 to Contract No 969 is approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee is hereby authorized and directed to draw demands upon the Water and Power Revenue Funds in accordance with the terms of this amendment awarded pursuant to Contract No 969 and this resolution

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 27

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 themiddot Acting Secretary of the Board are hereby authorized and directed to execute said contract for and on behalf ofLADWP

ITEM NO 36 - Authorizes execution ofa Purchase and Sale Agreement ofReal Property at 12655 Garber Street Pacoima California for the Water Systems Garber Street Recycled Water Tank Project for the purchase price of$350000 plus closing and incidental expenses (Real Estate File W-36943) Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-192

W-36943 (Purchase ofFee Property Required for the Garber Street Recycled Water Tank)

WHEREAS the Los Angeles Department of Water and Power (LADWP) would like to acquire a parcel of land (which includes a residence) for the Garber Street Recycled Water Tank and

WHEREAS the LADWP has identified property owned by Jules M Adger (Seller) located at 12655 Garber Street Pacoima California which LADWP desires to acquire and

WHEREAS the Board ofCommissioners of the Los Angeles Department of Water and Power has the authority pursuant to Los Angeles City Charter Section 675(d)(1) to acquire by purchase all real property convenient for LADWP purposes

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners hereby approve substantially as to form the Purchase and Sale Agreement between LADWP and the Seller and

BE IT FURTHERRESOLVED 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 directed and empowered to execute said Purchase and Sale Agreement for and on behalf of the LADWP The Manager ofReal Estate is authorized empowered and directed to execute Escrow Documents and other related documents for and on behalf of the LADWPand

BE IT FURTHER RESOLVED that the Chief Accounting Employee ofLADWP upon proper certification is hereby authorized and directed to authenticate a demand or demands upon the proper revenue fund for payment of the $350000 purchase price plus closing and incidental expenses at least five days prior to the close ofescrow

ITEM NO 37 - Approves payment of $33890899 to the State ofCalifornia Department of Industrial Relations for Workers Compensation Self-Insurance Program administration fees for Fiscal Year 2010-201 L Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-193

WHEREAS the City of Los Angeles Department of Water and Power (LADWP) is selfshyinsured and self-administered for its workers compensation liability

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 28

BE IT RESOLVED that the payment ofWorkers Compensation Self-Insurance Program administration fees for the Fiscal Year 2010-2011 as assessed by the State of California Department of Industrial Relations in their invoice dated November 302010 is $33890899 and pursuant to California Labor Code Sections 625 and 626 is authorized and directed

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to authenticate a demand on the Water Revenue Fund in payment of the above fees arising from the requirements of California Labor Code 625 and 626

ITEM NO 39 - Approves the water quality improvement demand side management reclaimed water and water security expenditures for the twelve month period commencing July 1 2011 Submitted by Chief Operating Officer Interim Chief Financial Officer and

Senior Assistant General Manager - Water System

RESOLUTION NO 011-194

WHEREAS Water Rates Ordinance No 170435 as amended by Ordinance Nos 171639 173017 175964 177968 and 179802 authorizes the recovery of certain qualified Board approved expenditures for Water Quality Improvement Programs through the Water Quality Improvement Adjustment Factor for Demand Side Management and Reclaimed Water Programs through the Water Procurement Adjustment Factor and Water Security costs through the Water Security Adjustment Factor

NOW THEREFORE BE IT RESOLVED that the Board approves Schedules A B C and D which are on file with the Secretary of the Board which describe and identifY (A) water quality expenditures totaling $3374 million (B) demand side management expenditures totaling $310 million (C) reclaimed water expenditures totaling $761 million and (D) water security expenditures totaling $686 million for the twelve-month period from July 1 2011 through June 30 2012

ITEM NO 40 - Authorizes the issuance ofa maximum of $350 million of Water System Refunding Revenue Bonds for the purpose of refinancing higher interest rate bonds with lower interest rate bonds Council approval is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 4831

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMISSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing ofUp to $350000000 Pursuant to Section 609 of The Charter ofThe City ofLos Angeles Through the Issuance of

Revenue Bonds Payable from the Water Revenue Fund

Resolution No- 4831

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City of Los Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power ofthe City of Los Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter of The City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Water Revenue Fund to evidence the indebtedness created by such borrowing

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 29

Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations of the Department payable from the Water Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

THREE HUNDRED FIFTY MILLION DOLLARS ($350000000)

and said Bonds are to be issued in one or more series or sub series at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number of days elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer ofthe Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 ofOrdinance No 172353 of the City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 of Division 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale ofeach series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with respect to the Bonds shall not exceed ten percent ofthe principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 ofthis Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest costfor the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number ofdays elapsed

Section 9 The authorization ofthe issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance ofbonds on account of the Water System heretofore made by resolution of this Board

Section 10 The Secretary ofthis Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices ofthe Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office ofAdministrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 30

ITEM NO 41-Authorizes the issuance ofa maximum of$I5 billion ofPower System Refunding Revenue Bonds to refinance or replace existing Power System Revenue Bonds mostly set with higher interest rates with lower rates thereby lowering LADWPs cost of debt Council approval is required Submitted by ChiefOperating Officer and Interim Chief Financial Officer

RESOLUTION NO 4830

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMSSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing of Up to $1500000000 Pursuant to Section 609 of The Charter of The City of Los Angeles Through the Issuance of

Revenue Bonds Payable from the Power Revenue Fund

Resolution No 4830

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City ofLos Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power of the City ofLos Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter ofThe City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Power Revenue Fund to evidence the indebtedness created by such borrowing

Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations ofthe Department payable from the Power Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

ONE BILLION FIVE HUNDRED MILLION DOLLARS ($1500000000)

and said Bonds are to be issued in one or more series or subseries at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of 365 days for the actual number ofdays elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer of the Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 of Ordinance No 172353 ofthe City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 ofDivision 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale of each series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 31

is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with re~pect to the Bonds shall not exceed ten percent of the principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 of this Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of365 days for the actual number of days elapsed

Section 9 The authorization of the issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance of bonds on account of the Power System heretofore made by resolution of this Board

Section 10 The Secretary of this Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices of the Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office of Administrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

ITEM NO 42 - Authorizes execution of Agreement No 47582 with Dewey amp LeBoeufLLP for Legal Services related to Merger and Acquisition Transactions to divestiture of power assets and the potential acquisition of non-carbon replacement assets The total amount not to exceed $1000000 for a term ofeighteen months Submitted by Chief Operating Officer and General Counsel

RESOLUTION NO 011-195

WHEREAS the Office of the City Attorney (City Attorney) on behalf ofthe Los Angeles Department of Water and Power (LADWP) solicited requests for proposals from law firms to assist the City Attorney in providing LADWP advice and representation in matters related to the Departments merger and acquisition transactions (M amp A) to divestiture ofpower assets and the potential acquisition of non-carbon replacement assets

WHEREAS the City Attorney selected the law finn of Dewey amp LeBoeuf LLP from a competitive bidding process for providing the necessary legal services and

WHEREAS the City Attorney finds that an appropriation of$lOOOOOO for a period of eighteen months is necessary at this time to manage anticipated M amp A transactions

BE IT RESOLVED that in compliance with City Charter Section 1022 the Board of Water and Power Commissioners of the City ofLos Angeles (Board) finds it is more feasible to have the assistance ofoutside counsel due to the complexity of and the expertise required for the aforementioned transactions

BE IT FURTHER RESOLVED the President or 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 of the Board be and they are hereby authorized and directed to execute Agreement No 47582 (or one in substantial form and content as the one submitted herewith as determined by the City Attorney) for and on behalf ofLADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 32

BE IT FURTHER RESOLVED that the Chief Accounting Employee of LADWP upon proper certification be and is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under said Agreement

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 48 - Reports were given by Management concerning matters relating to Department operations as follows

a) Integrated Resource Plan Update (Michael Webster Power Engineering Manager)

b) Renewable Portfolio Standard Project Update

Deemed accepted

c) 2010 Urban Water Management Plan (Tom Erb Director of Water Resources)

Written recommendations approved by the General Manager transmitting the following resolutions approved as to form and legality by the City Attorney

ITEM NO5 - Approval of the minutes of the January 4 2011 regular meeting of the Board of Water and Power Commissioners

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO6 - Authorizes award of Specification No 199 to Furnish and Deliver Meters Cold Positive Displacement Type to Neptune Technology Group Inc for a total amount not to exceed $22692293 for a term of one year with two optional one-year periods Submitted by Chief Operating Officer Senior Assistant General Manager - Water System and Chief Administrative Officer

RESOLUTION NO 19363

WHEREAS this contract is to furnish and deliver Meters Cold Positive Displacement Type and

WHEREAS Neptune Technology Group Inc is the lowest compliant bidder under Specification No 199 and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Water System recommends that Neptune Technology Group Inc be awarded a contract under Specification No 199

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 33

NOW THEREFORE BE IT RESOLVED that Neptune Technology Group Inc is awarded Contract No 199 for a total maximum amount not to exceed $2269229300 which includes all optional periods for a term of one-year with two optional one-year extensions under Specification No 199 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the President or Vice President 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 contract for and on behalf of the LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 199 and this Resolution

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO7 - Authorizes award of Specification No 217 to Furnish and Deliver Broadcaster Network Equipment and Software to Evertz Microsystems Ltd for a total amount not to exceed $4750000 for a term of one year with four optional one-year periods Council approval is required Submitted by Chief Operating Officer and Chief Administrative Officer RESOLUTION NO 19364

WHEREAS the Los Angeles Department of Water and Power (LADWP) identified broadcaster video network service as an innovative growth opportunity serving Los Angeles extensive entertainment industry and developed the VideoMAN infrastructure and

WHEREAS this contract is to furnish broadcaster video network equipment and software providing LADWP with the spares and upgrades to meet the demands for this service and

WHEREAS without a contract the LADWP will not be able to support its existing customers and will suffer customer and revenue loss and

WHEREAS LADWPs Joint System recommends a sole source contract be awarded to Evertz Microsystems Ltd (Evertz) the manufacturer of the original equipment and

WHEREAS this contract combined with previous contracts with Evertz constitutes continued contracting exceeding the three year time period set by Ordinance

THEREFORE BE IT RESOLVED that Evertz Microsystems Ltd is awarded a sole source contract under City Charter Section 371(e)(7) for a total amount not to exceed $475000000 which includes all optional periods for a term of one year with four optional one-year periods under Specification No 217 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to draw demands on the Water and Power Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 217 and this resolution

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 34

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Agreements for and on behalfof LADWP after approval by the Los Angeles City Council pursuant to Administrative Code 105

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 20 - Authorizes execution of Confidentiality Agreement DWP No BP 11-001 with California High-Speed Rail Authority in order to assist in its design and development of the California High Speed Rail Project for a term of three years and at no cost Submitted by Chief Operating Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 011-196

WHEREAS California High Speed Rail Authority (CHSRA) desires to engage in a Cocentidentiality Agreement with the Los Angeles Department of Water and Power (LADWP) to maintain proprietary matters confidential for security purposes and

WHEREAS LADWP and CHSRA recognize that utility infrastructure information must remain confidential for security purposes and

WHEREAS CHSRA needs to review the confidential information ofLADWP to design and develop the California High-Speed Train Project The expiration will be three years from the date ofapproval

NOW THEREFORE BE IT RESOLVED that the Confidentiality Agreement DWP No BP 11-001 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and High Speed Rail Authority be and the same is hereby approved and

BE IT FURTHER RESOLVED that the President or the Vice President of the Board or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized and directed to execute the Agreement for and on behalf of LAD WP

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 21- Authorizes execution ofAmended Memorandum of Understanding on Imperial Valley Geothermal Feasibility and Exploration LADWP No BP 09-025A with the Imperial Irrigation District Southern California Public Power Authority and the Cities of Burbank Glendale Colton and Pasadena The amendment will change a number of provisions in the MOU including adding 160 acres ofLADWP owned property LADWP expenditures will not exceed $18 million and the term is for six years from 2011 to 2016 Submitted by ChiefOperating Officer and Senior Assistant General Manager - Power System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 35

RESOLUTION NO 011-197

WHEREAS the original Memorandum ofUnderstanding (MOU) of Imperial Valley Feasibility and Exploration LADWP No BP 09-025 among the Los Angeles Department of Water and Power (LADWP) Imperial Irrigation District (lID) Cities of Burbank Glendale Colton Pasadena and the Southern California Public Power Authority (SCPPA) was approved by this Board ofWater and Power Commissioners (Board) on September 1 2009 under Resolution No 010-081 and

WHEREAS the Board conditionally approved Geothermal Lease Agreement No1 LADWP No BP 09-028 on September 15 2009 under Resolution No 010-100 upon the prerequisite that LADWP add its procurement policies and procedures to the original MOU and

WHEREAS the lID Board concurrently requested an amendment to the original MOU to incorporate an Exploration Structure Due Diligence Effort as a precondition to its approval of the MOU and

WHEREAS the parties of the original MOU renegotiated the terms and conditions to include an additional 160 acres ofreal property owned by LADWP LADWPs procurement policies and procedures and incorporate a preliminary assessment identified as the Exploration Structure Due Diligence Effort

NOW THEREFORE BE IT RESOLVED that the Amended MOU on Imperial Valley Feasibility and Exploration LADWP No BP 09-025A among LADWP lID Cities of Burbank Glendale Colton Pasadena and SCPP A 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 General Manager or Acting General Manager or such person that the General Manager or Acting General Manager shall designate in writing is hereby authorized and directed to execute the Amended MOU for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the funding for the Imperial Valley Feasibility and Exploration project previously approved by this Board on September 1 2009 under Resolution No 010-081 shall remain in effect subject to the reapportionment identified within the Amended MOU (LADWP No BP09-025A) and related appendices

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person that the General Manager or Acting General Manager designates in writing is hereby authorized to perform all duties and obligations as project manager set forth in the Amended MOU

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising from or related to exploration costs and manage any payment offset or credits for any applicable annual rental payments in accordance with the terms and conditions ofthe Amended MOU on Imperial Valley Feasibility and Exploration (LADWP No BP 09-025A)

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 36

ITEM NO 26 - Authorizes LADWPs General Manager to Execute Amendment No 10 Lease PRC 80799 with the California State Lands Commission allowing LADWP to implement gravel cover as Best Available Control Measures on 203 square miles of area on Owens Lake Total costs estimated to be $165473750 and term is December 102010 to May 1 2019 Submitted by Chief Operating Officer and Senior Assistant General Manager shyWater System

RESOLUTION NO 011-198

WHEREAS the Los Angeles Department of Water and Power (LADWP) as part of construction and implementation of the Owens Lake Dust Mitigation Program (OLDMP) has implemented dust mitigation measures and constructed facilities on portions of Owens Lake on sections of State land under the jurisdiction of the California State Lands Commission (CSLC) and

WHEREAS OLDMP activities have been allowed among other authorizations under Lease PRC 80799 and its nine amendments with CSLC and

WHEREAS LADWP is required by the Great Basin Unified Air Pollution Control District (GBUAPCD) to implement OLDMP Phase 8 gravel cover as Best Available Control Measures by November 6 2012 on certain sections of State land under the jurisdiction of CSLC and

WHEREAS on December 102010 CSLC approved Lease PRC 80799 Amendment No 10 that incorporates activities of the OLDMP Phase 8 into Lease PRC 80799 and

WHEREAS CSLC has sent Lease PRC 80799 Amendment No 10 for execution by the General Manager ofLADWP and

WHEREAS the cost of complying with the lease conditions such as purchase of Carbon OffsetslRenewable Energy Public Trust Value mitigation and Attorneys Fees commitment in Lease PRC 80799 Amendment No10 require the City of Los Angeles Board of Water and Power Commissioners approval and

WHEREAS the cost of complying with the lease conditions is estimated to be $165473750 and

WHEREAS Lease PRC 80799 and the first eight amendments duration is for 20 years and covers LADWPs various dust control measures operations and activities from May 1 1999 to May 12019 and

WHEREAS Lease PRC 80799 Amendment No 9s duration is for three years from June 28 2010 or until such time as a Master Plan for Owens Lake is approved by the CSLC and covers LADWPs tillage dust control measures operations and activities and

WHEREAS Lease PRC 80799 Amendment No 10s duration is from December 102010 to May 12019 and

NOW THEREFORE BE IT RESOLVED that Lease PRC 80799 Amendment No1 0 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between the Department of Water and Power of the City of Los Angeles and the California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratify and execute said lease amendment for and on behalf of the LADWP

Approval moved by Commissioner Parfrey

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 37

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey

Noes None

ITEM NO 38 - A written recommendation was received from the Chief Operating Officer and Interim Chief Financial Officer approved by the General Manager recommending the adoption of a resolution approved as to form and legality by the City Attorney authorizing execution ofAgreement No47002 with P A Consulting Group Inc to analyze and assist the Los Angeles Department ofWater and Power to develop a revenue requirement and rate structure

This item was withdrawn

ITEM NO 43 - Adopts an ordinance by the Council of the City ofLos Angeles transferring surplus money from the Power Revenue Fund to the City Reserve Fund during the 20102011 fiscal year the sum of$258815000 Council approval by ordinance is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 011-199

BE IT RESOLVED

1 That the Charter provides that this Board may after the close ofa fiscal year consent to a transfer of surplus money from the Power Revenue Fund to the Reserve Fund of the City based on audited financial data and

2 That this Board finds and determines after first considering and subject to all covenants made by the Department with respect to transfers from the Power Revenue Fund that there is surplus money in the Power Revenue Fund as of the close of fiscal year 200911 0 and consents to the transfer of $258815000 of said surplus money to the Reserve Fund of the City during fiscal year 201011 and pursuant to the terms ofthis resolution and

3 That this Board does further consent that the Council ofThe City ofLos Angeles adopt an ordinance in words and figures substantially as follows to wit

ORDINANCE NO

An ordinance directing the transfer of surplus money from the Power Revenue Fund of the Department of Water and Power to the Reserve Fund ofThe City of Los Angeles during Fiscal Year 20 WIll

THE PEOPLE OF THE CITY OF LOS ANGELES DO ORDAIN AS FOLLOWS

Section 1 Subject to audited fmancial data for fiscal year ended 200910 and all covenants made by the Department of Water and Power (Department) with respect to transfers from the Power Revenue Fund and subject to there having been and only to the extent that there was surplus money in the Power Revenue Fund at the close of the 200910 fiscal year and subject to the declaration ofconsent adopted by the Board of Water and Power Commissioners it is hereby directed that $258815000 be transferred from the Power Revenue Fund of the Department to the Reserve Fund of the City during the 201011 fiscal year

Section 2 The City Clerk shall certify to the passage of this ordinance and have it published in accordance with Council policy either in a daily newspaper circulated in the City of Los Angeles or by posting for ten days in three public places in the City ofLos Angeles one copy on the bulletin board located in the Main Street entrance to the Los Angeles City Hall

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 38

one copy on the bulletin board located at the Main Street entrance to the Los Angeles City Hall East and one copy on the bulletin board located at the Temple Street entrance to the Los Angeles County Hall ofRecords

BE IT FURTHER RESOLVED that after the adoption of an ordinance as set forth in (3) above the Chief Accounting Employee of this Department is directed upon certification by the General Manager to cause to be transferred $129407000 within 10 days after the effective date of the ordinance in one lump sum payment from the Power Revenue Fund of the Department to the Reserve Fund ofthe City and to cause to be transferred the remaining amount in equal monthly installment payments from the Power Revenue Fund of the Department to the Reserve Fund of the City so that by June 30 2011 $258815000 has been paid Such transfers shall be made only after the City has paid the Power Revenue Fund all monthly charges for power services for which the City was billed by the Department

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 44 - Authorizes execution ofAgreement No WR 10-1030 with the Los Angeles Department ofPublic Works Bureau of Sanitation and West Basin Municipal Water District for Recycled Water Services to the Los Angeles Harbor Area for the design construction and operation of the facilities needed to produce and convey 9300 acre-feet per year of recycled water to LADWPs large industrial and irrigation customers LADWP will fund up to $111979472 for new and existing capital improvements and the initial term ofthirty years which may be extended in increments often years Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-200

WHEREAS one of the primary goals of the Los Angeles Department ofWater and Power (LADWP) is to ensure that the City of Los Angeles (City) has a reliable water supply and

WHEREAS in response to the Citys potable water supply challenges LADWP in 2008 prepared the Water Supply Action Plan titled Securing LAs Water Supply that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

WHEREAS LADWP entered into a 25-year agreement (adopted by the Board under Resolution No 91-0344) with the Los Angeles Department ofPublic Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) on June 3 1991 which allows WBMWD to purchase secondary effluent from the PW BOS Hyperion Treatment Plant (HTP) and in exchange LADWP is allowed to purchase 25000 AFY of tertiary treated Title 22 recycled water from WBMWD at an amount no greater than WBMWDs actual cost to produce and reconvey the recycled water back to LADWP and

WHEREAS WBMWD owns and operates the Juanita Millender-McDonald Carson Regional Water Recycling Plant (CRWRP) located in the City of Carson just north of the LADWP service area and

WHEREAS the Harbor Refineries Recycled Water Pipeline Project currently being constructed will provide the delivery method for recycled water in the Los Angeles Harbor Area to large industrial and irrigation customers and will include a point-of-connection at the Los Angeles City boundary with the City of Carson and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 39

WHEREAS to accomplish delivery of nitrified Title 22 recycled water to Los Angeles Harbor Area customers new treatment facilities need to be constructed at the CRWRP including expansion of the nitrification treatment facilities at the CRWRP as well as the construction of a pipeline in the City of Carson to a point-of-connection at the boundary to the City of Los Angeles and

WHEREAS PWBOS agrees to supply secondary effluent from the HTP to WBMWD and LADWP agrees to purchase tertiary treated disinfected nitrified Title 22 recycled water from WBMWDand

WHEREAS WBMWD has agreed to provide a reliable source of nitrified Title 22 recycled water to the Los Angeles Harbor Area and

WHEREAS the facilities being built by WBMWD and the dedicated current facilities owned by WBMWD to assist LADWP with supplying recycled water will benefit the citizens of Los Angeles for 30 years

NOW THEREFORE BE IT RESOLVED that the proposed Agreement approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP PWBOS and WBMWD be and the same is hereby approved and

BE IT FURTHER RESOLVED that the ChiefAccounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of the obligations arising under this Agreement

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Agreement No WR 10-1030 for and on behalf of LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee will recognize the funds paid to WBMWD to construct to expand and to dedicate WBMWDs assets so as to have the ability to serve LADWP shall be accounted for as a regulatory asset of the Water System that will be amortized over the life of the project which is 30 years

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 45 - Authorizes execution ofAmendment No 1 to Agreement with Los Angeles Public Works Bureau of Sanitation and West Basin Municipal Water District (Resolution No 91-0344) This Amendment supports the City of Los Angeles commitment to maximize the reuse ofwastewater effluent for beneficial reuse The term remain the same Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-201

WHEREAS in response to the City of Los Angeles (City) potable water supply challenges LADWP in 2008 prepared Securing LAs Water Supply a water supply action plan that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 40

WHEREAS LADWP has identified the potential for significant amounts of recycled water usage for industrial purposes in the Los Angeles Harbor Area (Harbor Area) and

WHEREAS there is an existing agreement adopted by the Board under Resolution No 91-0344 (Agreement) among and between LADWP the Los Angeles Department of Public Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) that allows for the conveyance ofsecondary effluent produced at the PWBOS Hyperion Wastewater Treatment Plant (HTP) to the WBMWD Edward C Little Water Recycling Plant (ECL) in EI Segundo California for tertiary treatment and subsequent beneficial reuse and

WHEREAS to provide recycled water to the Harbor Area and to adjacent areas Amendment No 1 to Agreement (Amendment) is necessary to increase WBMWDs secondary effluent wastewater conveyance capability by expanding their existing pump station located at the HTP to a planned ultimate capacity of 70 million gallons per day (MGD) to convey secondary effluent from HTP to ECL and

WHEREAS the PWBOS has the resources and technical expertise to perform wastewater source control pollution prevention and the public outreach activities necessary to comply with all required recycled water regulatory requirements imposed by the State of California Department of Public Health and California Regional Water Quality Control Board and

WHEREAS designating PWBOS as the responsible agency to perform source control will ensure compliance with National Pollution Discharge Elimination Systems permit requirements for which PWBOS will be reimbursed by WBMWD

NOW THEREFORE BE IT RESOLVED that the proposed Amendment approved as to form and legality by the City Attorney and filed with the Secretary of the Board to increase secondary effluent wastewater conveyance and to designate PWBOS as the agency responsible for wastewater source control is hereby approved

BE IT FURTHER RESOLVED that the President or Vice President of this Board the General Manager or such person as the General Manager shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of the Board are hereby authorized empowered and directed to execute said Amendment for and on behalfof LADWP

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 46 - A written recommendation was received from the Personnel Relations Committee that the Board approve their report relative to Grievance No B-074-09 filed by Mr James R Cole

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 41

The following items were presented by the Secretary and ordered filed

ITEM NO 47-A - A report from the Interim Chief Financial Officer showing receipts disbursements and cash balances of the Water and Power Revenue Funds for the month ending December 312010 as follows

REVENUE FUNDS (in thousands)

WATER POWER Beginning Balance December 1 2010 $ 281806 $ 688330

ADD Customer Collections 110560 297326 DWP Interfund Transfers 89106 29923 IPP Subordinated Notes 11343 Other City Departments 6040

Total Receipts $ 199931 $ 344632

LESS Payments to Vendors 62276 237418 Bond Redemption and Interest 57863 124941 Payrolls 23817 52513 SewerlUtility Taxes 38316 49427 DWP Interfund Transfers 36036 42291 Other City Departments 8377 Total Disbursements $ 218321 j 514~967

Ending Balance December 31 2010 $ 263416 $ 517995

ITEM NO 47-B - Monthly report ofactivities for the following units

bull Water System (December 2010)

bull Power System (November 2010)

bull Financial Services Organization (November 2010IDecember 2010)

ITEM NO 47-C - Reports for informational purposes

bull Quarterly Status Report on Water Quality Regulatory Compliance Projects

bull Investment Report Quarter Ending September 30 2010

bull Legislative and Regulatory Update

THE BOARD shall recess to closed session for a conference with legal counsel regarding

A Existing litigation in the following matter

1 Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

----~--~~~~~~-~-~~~~-~~- ~~ --------=~=~-~--- --=~~------~-==~~~~~~~==----===

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2 City of Los Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

B Anticipated litigation in the following matters

1 Discussion regarding initiation of litigation (1 case) pursuant to Subdivision (c) of Section 549569 of the California Government Code

2 Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

MEETING RECESSED at 1240 pm

MEETING RECONVENED at 1250 pm

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 lO22 AM Page 43

Los Angeles California February 12011

MINUTES OF CLOSED SESSION OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

HELD IN ROOM 1555-H FEBRUARY 12011

1250 PM

Meeting called to order by President Thomas S Sayles and roll called

Present Commissioners President Sayles Eric Holoman Christina E Noonan Jonathan Parfrey

Absent None

A quorum present

In attendance were the following

Ronald O Nichols General Manager Martin L Adams Director of Water Operations Oscar Alvarez Electrical Engineer Aram H Benyamin Senior Assistant General Manager - Power System Joseph Brajevich Assistant General Counsel Water and Power Dirk Broersma Assistant City Attorney Richard M Brown General Counsel Water and Power Priscila Castillo Deputy City Attorney Michael A Coia Executive Director ofPower System Operations and Maintenance Lonnie Eldridge Deputy City Attorney James B McDaniel Senior Assistant General Manager - Water System Lorraine Paskett Senior Assistant General Manager - Sustainability Programs

and External Affairs Ann M Santilli Interim Chief Financial Officer Mark J Sedlacek Director of Environmental Affairs Kenneth Silver Electrical Service Manager Eskel H Solomon Assistant City Attorney Cecilia KT Weldon Chief Administrative Officer

Also in attendance

David Kim Mayors Office

A CLOSED SESSION was held for a conference with legal counsel regarding

Existing litigation in the following matters

ITEM NO 49 Al Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

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Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$14263507 to Allstate Insurance Company in full and complete settlement ofLADWP Claim Number 1026286

RESOLUTION NO 011-202

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Power Revenue Fund in the sum of $14263507 to be paid in the form ofa draft to Allstate Insurance Company Said payment is in full compromise and complete settlement ofLADWP Claim Number 1026286 which arose out of fire damage to personal and real property at 4333 Griffin Avenue Los Angeles California on September 25 2009 The City Attorney is hereby authorized to deliver said draft to Allstate Insurance Company andor the Law Office of Cuibreth amp Schroeder LLR upon receipt of a properly executed Full Release of All Claims and Request for Dismissal

Seconded by President Sayles and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Anticipated litigation in the following matter

ITEM NO 49 B2 (1st case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$5935695 to Landmark Property Management Group LLC in full compromise and complete settlement ofLADWP Claim Number 1027520

RESOLUTION NO 011-203

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $5935695 to be paid as follows a draft in the amount of $5935695 payable to Landmark Property Management Group LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1027520 which arose out of damage done to the structure known as the Santa Fe Loft Apartments at 121 East Sixth Street Los Angeles on August 5 2010 as the result of a Water System water main break The City Attorney is hereby authorized to deliver said draft to Landmark Property Management Group LLC upon receipt ofa properly executed Full Release of All Claims and Request for Dismissal

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 45

Anticipated litigation in the following matter

ITEM NO 49 B2 (20d case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(l) of Section 549569 of the California Government Code

Discussion held action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$8000000 to National Subrogation Services in full compromise and complete settlement ofLADWP Claim Number 1025898-19

RESOLUTION NO 011-204

BE IT RESOLVED by the Board ofWater and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $8000000 to be paid as follows a draft in the amount of $8000000 payable to National Subrogation Services LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1025898-19 which arose out of damage to the business known as Canyon Beachwear located at 13035 Ventura Boulevard Studio City on September 52009 The City Attorney is hereby authorized to deliver said draft to National Subrogation Services LLC upon receipt of a properly executed Full Release ofAll Claims and Request for Dismissal

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Existing litigation in the following matter

ITEM NO 49 A2 - City ofLos Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

Discussion held - no action taken

Anticipated litigation in the following matter

ITEM NO 49 B2 (3rd case) - Discussion regarding significant exposure to litigation (3 caSes) pursuant to Subdivision (b )(1) of Section 549569 of the California Government Code

Discussion held - action taken but not a final action that was reportable

Anticipated litigation in the following matter

ITEM NO 49 Bl- Discussion regarding initiation oflitigation (l case) pursuant to subdivision (c) of Section 549569 of the California Government Code

Discussion held - no action taken

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REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 46

COMMISSIONER NOONAN moved the meeting be adjourned

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Meeting adjourned at 1 30 pm

An announcement was made in the Board Room regarding adoption ofthree resolutions one pertaining to the settlement of Los Angeles Superior Court Case Number BC448561 and two pertaining to the settlement ofLADWP Claim Number 1027520 and LADWP Claim Number 1025898-19

SIGNED

~AtrufL~~ SECRETARY

ATTEST

vs~ PRES~T

Page 17: Los Angeles, California, February 1,2011 WATER AND POWER

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of construction notification of the location timing and duration of the proposed construction shall be provided to adjacent residents and businesses (within a V mile radius from the project site) and Kaiser Permanente Panorama City

oversight

Transportation and Traffic Temporary lane closures TR-l and other public right-of way construction activities could affect vehicle traffic and other modes of transportation beyond acceptable levels

A Traffic Control Plan will be prepared and approved by the City prior to the beginning ofconstruction Emergency service providers (fire police and ambulance) and Kaiser Pemlanente Panorama City shall be notified prior to construction to communicate information regarding lane closures construction schedule driveway blockages etc and to develop a plan to maintain or accommodate essential emergency and patient access routes eg plating over excavations use of detours effect on existing bus stop etc

Prior to construction

Project Construction Manager will be responsible for implementation andLADWP Environmental Services will provide compliance oversight

BE IT FURTHER RESOLVED that this Board further fmds that with the implementation of the above mitigation measures potential impacts to cultural resources hazards and hazardous materials noise and transportation and traffic will be less than significant

BE IT FURTHER RESOLVED that this Board certifies that the ISIMND has been prepared in compliance with California Environmental Quality Act that it has reviewed and considered the information contained in the ISIMND and that the ISIMND reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board finds on the basis of the whole record before it including the IS that there is no substantial evidence that the Project will have a significant effect on the environment

BE ITFURTHER RESOLVED that this Board adopts the ISIMND and approves the Project

BE IT FURTHER RESOLVED that LADWP shall file a Notice ofDetermination with the Los Angeles City Clerk and the Los Angeles County Clerk within five working days after deciding to approve the Project

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of tIe record of proceedings for this project

ITEM NO 29 - Approves Addendum No 1 to the Mitigated Negative Declaration for the Geotechnical Investigation for the North Haiwee Dam No2 Project Further a Notice of Determination is authorized to be filed with the Inyo County Clerk Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Water System

RESOLUTION NO 011-186

WHEREAS LADWP proposes to implement the Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS LADWP prepared an Initial StudylMitigated Negative Declaration (ISIMND SCH 2003091085) for a similar project at the same location in April 2004 titled Geotechnical Investigations at North Haiwee Dam Project and

WHEREAS the City of Los Angeles Board of Water and Power Commissioners (Board) adopted the ISIMND and approved the implementation of the Geotechnical Investigations at North Haiwee Dam Project on July 6 2004 and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 18

WHEREAS an Addendum which addresses the proposed modifications to the previously adopted ISIMND has been prepared titled Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS CEQA Guideline section 15164(b) allows a lead agency to prepare an addendum to an MND as follows

An addendum to an adopted negative declaration may be prepared ifonly minor technical changes or additions are necessary or none of the conditions described in Section 15162 calling for the preparation of a subsequent EIR or negative declaration have occurred

WHEREAS CEQA Guideline section15162 requires a subsequent negative declaration under the following circumstances

(a) When an EIR has been certified or a negative declaration adopted for a project no subsequent ErR shall be prepared for that project unless the lead agency determines on the basis of substantial evidence in the light of the whole record one or more of the following

(1) Substantial changes are proposed in the project which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects

(2) Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous ErR or Negative Declaration due to the involvement ofnew significant environmental effects or a substantial increase in the severity of previously identified significant effects or

(3) New information of substantial importance which was not known and could not have been known with the exercise ofreasonable diligence at the time the previous ErR was certified as complete or the Negative Declaration was adopted shows any of the following

A) The project will have one or more significant effects not discussed the previous EIR or negative declaration or

B) Significant effects previously examined will be substantially more severe than shown in the previous ErR or

C) Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project but the project proponents decline to adopt the mitigation measure or alternative or

D) Mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce one or more significant effects on the environment but the project proponents decline to adopt the mitigation measure or alternative

NOW THEREFORE BE IT RESOLVED that the City of Los Angeles Board of Water and Power Commissioners (Board) recognizes that a study of the proposed changes to the previously adopted ISIMND was made and the associated environmental effects assessed for the proposed Geotechnical Investigations for the North Haiwee Dam No2 Project This study is embodied in the Addendum on file with the Secretary ofthis Board This Board has reviewed and considered the information contained in such document which is incorporated in this Resolution and made a part hereof

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 19

BE IT FURTHER RESOLVED that this Board makes the following fIndings and determinations with respect to the proposed project

bull An Addendum was prepared which analyzed the potential environmental impacts associated with the construction and operation ofthe proposed project

bull As demonstrated in the environmental analysis of the currently proposed project modifIcations none of the conditions described in CEQA Guideline section 15162 calling for the preparation ofa subsequent EIR or negative declaration have occurred The proposed project modifIcations would not result in any additional signifIcant impacts nor would it increase the severity ofpreviously identifIed signifIcant impacts Therefore it can be concluded that pursuant to CEQA Guideline section 15164(b) the proposed project modifIcations are only minor technical changes or additions and as such an addendum to the 2004 MND for the Geotechnical Investigations at North Haiwee Dam Project may be prepared

Below is the proposed Mitigation Monitoring and Reporting Plan (MMRP) for the proposed Addendum This MMRP includes mitigation measures from the previously approved 2004 ISIMND as well as proposed changes to it in order to enhance its effectiveness Underline denotes a new measure while strikeout indicates a removed measure

Air Quality

bull The project specifIcations shall incorporate the applicable provisions of the Great Basin Valleys Air Pollution Control District Fugitive Dust Rule (Rule 401) provided below

A person shall take reasonable precautions to prevent visible particulate matter from being airborne under normal wind conditions beyond the property from which the emission originates Reasonable precautions include but are not limited to

1 Use where possible of water for control ofdust in trenching and boring operations

2 Application of water on dirt roads material stockpiles

3 Use ofwater chemicals chuting venting or other precautions to prevent particulate matter from being airborne in handling dusty materials to open stockpiles and mobile equipment and

4 Maintenance of roadways in a clean condition

bull The contractor shall discontinue construction activities during fIrst and second-stage smog alerts

Biological Resources

bull To compensate for the permanent loss ofhabitat LADWP will preserve Mohave ground squirrel habitat (Habitat Management Lands) at a 3 1 ratio at a location approved by CDFG Funding for the long-term management ofthe land preserved also is required LADWP and CDFG will negotiate the per-acre cost ofmanaging the lands to be preserved and fee title or conservation easement shall be granted to CDFG or other CDFG-approved non-profIt entity

Alternatively the preservation ofMohave ground squirrel habitat could be accomplished through elimination ofcattle grazing on lands owned by LlDWP in Jnyo County vvithin the geographic range ofMohave ground squirrel andor restomtion ofnative vegetation within the range and in habitat suitable for Mohave ground squirrel on LADWP public or state lands in Jnyo County In either case LADWP

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U~~~fer e title or a cOflservatiofl easemeflt oler the Habitat ManagemeBt Laads to ~rt~rms approved by the CDFG AlteFflatit-ely the traflsfer mad be to

another public entity or not profit corporation appro led by the CDFG d t) approed by the CDFG 1lfrer erms

bull A pre-construction environmental education program shall be conducted for all persons working on the project The education program shall include identification of sensitive biological resources on-site terms and conditions of the Incidental Take Permit and the California Endangered Species Act

bull Impacts to sanicle cyrnopterus shall be avoided where feasible through project redesigIl In particular Trench T 2 contains hve clusters of sanicle cyrnopterus If redesigIl of Trench T 2 to atOid impacts to sanicle cymopterus is not feasible a mitigation plan shall be negotiated with and approed by CDFG

bull Sanicle cymopterus populations near proposed geotechnical testing sites shall be flagged by a qualified biologist prior to testing activities and avoided by project personnel

bull A qualified biological monitor familiar with sanicle cymopterus shall be on-site during testing activities in the vicinity of this species

bull Project boundaries shall be clearly delineated prior to construction Existing roads shall be used to the greatest extent possible All project-related parking and equipment storage shall be confined to previously disturbed areas

bull A qualified biological monitor familiar with Mohave ground squirrel shall be on-site to monitor trenching and boring activities

bull Trash and food items shall be removed from the site daily and disposed ofproperly to avoid attracting ravens a common predator of the Mohave ground squirrel

bull Ramps shall be provided in trenches to allow animals to escape

bull All temporarily affected areas that were previously vegetated shall be restored with native plant species to accelerate recovery

bull During construction and at the completion of construction activities monthly and final compliance reports shall be provided to CDFG documenting the effectiveness of mitigation measures and the level of take associated with the project

bull Water from well-pump testing shall be discharged to the ground in Mohave ground squirrel habitat areas

bull Because project activities will disturb Mohave ground squirrel habitat in a recognized core area for the species land acquisition to compensate for habitat loss should focus on private or BLM disposal lands within the CosoOlancha core area ELM disposal lands west of the North Haiwee Dam (828 acres) are within the CosoOlancha core area and should be considered the top priority mitigation lands If land acquisition is not possible or proves difficult in CosoOlancha core area then land should be acquired in one ofthe following alternative areas (listed in order ofpreference)

1 In the Little Dixie Wash core area Kern County 2 In the corridor connecting the CosoOlancha core area and the Little Dixie Wash

core area 3 Adjacent to the CosoOlancha core area in Inyo County and 4 In the corridor connecting the Little Dixie Wash core area and the Edwards Air

Force Base Core Area in Kern County

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bull An authorized biologist or monitor shall guide project equipment around active ground squirrel burrows to reduce the likelihood of taking individual Mohave ground squirrels and minimize habitat disturbances

bull If a live Mohave ground squirrel is unearthed during project activities the Authorized Biologist shall rescue the squirrel and if it is the squirrels active period release it at least 50 meters from project activities If it is the squirrels dormant period then the biologist should construct an artificial burrow at least 50 meters from project activities and place the squirrel in the artificial burrow

bull Individual Joshua trees shall be avoided to the greatest extent possible Compensation for impacts to Joshua tree woodland shall be negotiated with CDFG prior to groundshydisturbing activities

bull Compensation for impacts to Mohave riparian forest shall be negotiated with CDFG prior to ground-disturbing activities

In addition to ensure that project impacts to other special-status wildlife species and Jurisdictional Waters and Wetlands would be mitigated to less than significant the following additional mitigation measures are recommended

bull Conduct pre-construction protocol surveys for desert tortoise Pre-construction surveys should be conducted no more than 30 days prior to construction operations Standard protocol language includes Protocol surveys for desert tortoise will follow the guidelines for linear projects stipulated in the Pre-Project Field Survey Protocol for Potential Desert Tortoise Habitats (USFWS 2010) As stated in this guideline a 10 meter wide belt that transects with 100 percent coverage would be conducted in all habitats capable of supporting the desert tortoise within the project area Ifneither tortoises nor sign are encountered during the Action Area surveys three additional 10 meter belt transects at 200 meter intervals parallel to the project area will be surveyed Surveys for determination of presence or absence are restricted to the desert tortoises active period which is April through Mayor September through October and at temperatures below 40 degrees Celsius

bull Should a desert tortoise burrow be observed during pre-construction surveys and the end is not visible the burrow should be scoped for tortoise occupancy All unoccupied burrows should be collapsed Should a live desert tortoise be observed during preshyconstruction surveys above- or below ground desert tortoise fencing must be installed around project work areas excluding access roads Tortoise fencing will avoid occupied burrows iffound Fence installation will require two desert tortoise clearance surveys within the exclusion area prior to beginning construction operations Any tortoises found within the exclusion fence the exclusion fence will be re-designed to exclude the tortoise from the project work area No handling of tortoises is permitted

bull A biological monitor is recommended for the duration ofproject construction operations Should a tortoise be observed during construction operations project activities will temporarily cease in the immediate area and allow the tortoise to move on its own accord

bull In accordance with federal and California State Endangered Species Acts the contractor shall immediately report all observations of desert tortoise or any listed species to LADWP Environmental Services and take care not to take or harass the species A LADWP Environmental Service Representative will inform appropriate federal and State resource agency personnel of the sighting

bull Implement pre-construction surveys and construction monitoring to minimize impacts to badger

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bull For any construction activities scheduled to occur during the nesting season (typically February 15 to July 31) pre-construction surveys should be conducted to identify any nesting birds If active nests are identified determine whether proposed activities within 200 feet could cause found nests to fail

Cultural Resources

bull Trenching boring and well locations in areas outside ofpreviously surveyed areas such as T -7 (EDA W 2003b) require a pedestrian archaeological survey and ifapplicable a record search prior to construction activities All activities shall be located to avoid historic and archaeological resources

bull Trenching and boring locations shall be located to avoid known historic or archaeological resources-in particular the historic and cultural resources at Trenches T-4 and T-5 and the geotechnical borings in and around CA-INY-22435703 CA-INYshy4591H HD-CS-OOIH (now CA-INY-6574) HD-CS-005H CA-INY-6575 (formerly HD-CS-002H) CA-INY-6577 and CA-INY-6585 shall be flagged for avoIdance A qualified archaeologist shall be retained to assist with determining acceptable location parameters for these trenches and borings The archaeologist is authorized to delineate the loci of the existing resources at Trenches T -4 and T -5 by use ofsmall-shovel test pits

bull A qualified cultural resources monitor shall be on-site during ground-disturbing activities at the adjusted Trench T-4 and T-510cations and at the borings in and around known cultural resources The cultural resources monitor shall have the authority to halt or redirect construction ifnew significant cultural resources are found

BE IT FURTHER RESOLVED that this Board fmds that with the implementation of the above mitigation measures potential impacts to air quality biological resources and cultural resources will be less than significant

BE IT FURTHER RESOLVED that this Board has reviewed and considered the information as contained in the proposed Addendum and that the Addendum reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board adopts the Addendum requires implementation of the mitigation measures adopts the Mitigation Monitoring and Reporting Plan approves the Geotechnical Investigations for the North Haiwee Dam No2 Project and approves the payment for permit and mitigation costs associated with this project

BE IT FURTHER RESOLVED that LADWP shall file a Notice of Determination with the Inyo County Clerk that finds that this Board has adopted the Addendum for the project that the Board has required implementation of the mitigation measures for the project that the Board has adopted the Mitigation Monitoring and Reporting Plan for the project and that there is no substantial evidence in light of the whole record that the project may have a significant effect on the environment

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of the record of proceedings for this project

ITEM NO 30 - Recommends approval of the Grid Reliability Study dated December 31 2010 that is required per Section 3B3 of the Once-Through-Cooling Policy Upon approval LADWP will fmalize and submit the Study to the State Water Resources Control Board and the Statewide Advisory Committee on Cooling Water Intake Structures Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Power System

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RESOLUTION NO 011-187

WHEREAS the Los Angeles Department of Water and Power (LADWP) has an obligation to provide adequate and reliable electricity service to its customers in The City of Los Angeles and

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners approves the Grid Reliability Study (GRS) dated December 31 2010

BE IT FURTHER RESOLVED that LADWP may use this GRS for submission to any agency or entity requiring LADWP to submit a reliability study

ITEM NO 31- Authorizes execution of Amendment No1 to Short Form IRU-12 Lease Agreement (Agreement No FO-500-092007) with Fox Entertainment Group Inc to continue to provide the Indefeasible Right of Use of a certain component of the LADWPs fiber optic network between 10351 Santa Monica Boulevard Los Angeles and Building 101 10201 Pico Boulevard Los Angeles The term ofAgreement is amended to five yeats Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-188

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 subordinate agreement to Optical Fiber Lease Agreement No FO-293-042004 (Master Agreement) between the Department of Water and Power of the City of Los Angeles (LADWP) and Fox Entertainment Group Inc was approved by the General Manager and became effective on January 18 2008 grants to Fox Entertainment Group Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 has an initial term of three (3) years which expired on January 18 2011 and

WHEREAS both the LADWP and Fox Entertainment Group Inc desire to extend the term of Short Form IRU-12 Lease Agreement No FO-500-092007 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No I to Short Form IRU-12 Lease Agreement No FO-500-092007 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Fox Entertainment Group Inc be and the same is hereby approved and ratified

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 the Assistant Secretary or the Acting Secretary ofthe Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 for and on behalfofLADWP

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ITEM NO 32 - Authorizes execution ofAmendment No1 to Short Form IRU-08 Lease Agreement (Agreement No FO-609-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network between One Wilshire 4th Floor MMR or MDF Room 624 South Grand Avenue Los Angeles California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to five years Submitted by ChiefOperating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-189

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-0l2006 (Master Agreement) between the Department ofWater and Power of the City of Los Angeles (LADWP) and Sohonet Inc was authorized by Board Resolution No 010-213 on February 22010 grants Sohonet Inc the Indefeasible Right ofUse ofa certain component ofthe LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 has an initial term of one (1) year which is set to expire on February 16 2011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-08 Lease Agreement No FO-609-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-08 Lease Agreement No FO-609-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 for and on behalfofLADWP

ITEM NO 33 - Authorizes execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement (Agreement No FO-610-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse ofa certain component of the LADWPs fiber optic network between ADS 948 Cahuenga Boulevard Hollywood California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to two years Submitted by Chief Operating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-190

WHEREAS this Short Form IRU-09 Lease Agreement No FO-61O-1212009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-01l2006 (Master Agreement) between the Department of Water and Power ofthe City of Los Angeles (LADWP) and Sohonet Inc was approved by the General Manager and became effective on February 19 2010 grants Sohonet Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

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WHEREAS this Short Form IRU-09 Lease Agreement No FO-61 0-122009 has an initial term ofone (1) year which is set to expire on February 192011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-09 Lease Agreement No FO-610-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU -09 Lease Agreement No FO-61 0-122009 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 for and on behalfofLADWP

ITEM NO 34 - Authorizes execution ofAmendment No 1 to Purchase Order 49019-1 (New Agreement No 47003) with Phimation Strategy Group for consulting services for change management efforts and training This Amendment increases contract amount by $235750 and extends the contract one year All other contract terms remain the same Submitted by Chief Operating Officer

RESOLUTION NO 011-191

WHEREAS the Los Angeles Department of Water and Power (hereinafter referred to as LADWP) and Phimation Strategy Group (hereinafter referred to as Consultant) entered into a contract wherein Consultant agreed to assist the General Managers Office (GM) to conduct change leadership training and culture change program and

WHEREAS effective September 13 2010 the LADWP and Consultant entered into Purchase Order Agreement No 49019-1 (which together with all amendments and supplements thereto hereinafter shall be referred to as the Agreement) and

WHEREAS the LADWP proposes to execute Amendment No1 to Purchase Order 49019-1 to extend the term through February 122012 and

WHEREAS the LADWP proposes to amend Purchase Order 49019-1 to increase the contract amount from $149000 to $384750 converting the General Manager Award to a Board Award (New Agreement No 47003) and

WHEREAS the amendment is necessary and proper to continue or complete certain activities authorized under the Agreement

NOW THEREFORE BE IT RESOLVED that the LADWP and Consultant agree to amend the Purchase Order Agreement No 49019-1 as follows

Make an administrative change in the Agreement number from 49019-1 to 47003 2 The term ofthe Agreement has been extended through February 122012 3 The total cost ofthe Agreement is increased by $235750 for a maximum expenditure

limit of $384750

1

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4 Add Line Item 002 to read as follows Change Leadership Training and Culture Change Program - Additional Services as described in Service Definition All not-to-exceed $235750

5 Delete and replace terms under Page 2 Service Definition 6 Delete and replace terms described under Pages 2-3 Invoice and Payments 7 Delete terms under Pages 3-4 Itemized Expenses in its entirety 8 Delete and replace terms described under Page 9 Termination

BE IT FURTHER RESOLVED that pursuant to City Charter Section 371 (e)(2) the use of competitive bidding for this agreement is not practicable or advantageous because the work to be performed is of an expert professional temporary and occasional character

BE IT FURTHER RESOLVED the Board finds in accordance with Charter 1022 of the Los Angeles City Charter that the services to be performed under this contract can be more economically and feasibly performed by an independent contractor than by City employees

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under this Agreement and

BE IT FURTHER RESOLVED that the President or 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 of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalfofLADWP

ITEM NO 35 - Awards Amendment No2 to Contract No 969 to Furnish and Deliver Tires and Tubes to TCI Tire Centers LLC for a cooperative purchase with City ofLos Angeles Department of General Services Division Contract No 58289 The amendment will increase the second optional period by $1012595 All other contract tenns shall remain the same Submitted by Chief Operating Officer and Chief Administrative Officer

RESOLUTION NO 19362

WHEREAS TCI Tire Centers LLC was awarded Contract No 969 a cooperative purchase to City ofLos Angeles Department of General Services Division Contract 58289 for furnishing and delivering of tires and tubes and

WHEREAS the Los Angeles Department of Water Power (LADWP) utilizes Contract No 969 to provide routine maintenance to LADWPs motor pool and

WHEREAS LADWPs Joint System recommends Amendment No2 to Contract No 969 with TCI Tire Centers LLC to increase the second optional period by $101259500 to $180000000 and

WHEREAS Contract No 969 is coterminous with the City ofLos Angeles Contract No 58289 which expires on May 31 2011 No additional time is needed

NOW THEREFORE BE IT RESOLVED that Amendment No2 to Contract No 969 is approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee is hereby authorized and directed to draw demands upon the Water and Power Revenue Funds in accordance with the terms of this amendment awarded pursuant to Contract No 969 and this resolution

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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 themiddot Acting Secretary of the Board are hereby authorized and directed to execute said contract for and on behalf ofLADWP

ITEM NO 36 - Authorizes execution ofa Purchase and Sale Agreement ofReal Property at 12655 Garber Street Pacoima California for the Water Systems Garber Street Recycled Water Tank Project for the purchase price of$350000 plus closing and incidental expenses (Real Estate File W-36943) Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-192

W-36943 (Purchase ofFee Property Required for the Garber Street Recycled Water Tank)

WHEREAS the Los Angeles Department of Water and Power (LADWP) would like to acquire a parcel of land (which includes a residence) for the Garber Street Recycled Water Tank and

WHEREAS the LADWP has identified property owned by Jules M Adger (Seller) located at 12655 Garber Street Pacoima California which LADWP desires to acquire and

WHEREAS the Board ofCommissioners of the Los Angeles Department of Water and Power has the authority pursuant to Los Angeles City Charter Section 675(d)(1) to acquire by purchase all real property convenient for LADWP purposes

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners hereby approve substantially as to form the Purchase and Sale Agreement between LADWP and the Seller and

BE IT FURTHERRESOLVED 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 directed and empowered to execute said Purchase and Sale Agreement for and on behalf of the LADWP The Manager ofReal Estate is authorized empowered and directed to execute Escrow Documents and other related documents for and on behalf of the LADWPand

BE IT FURTHER RESOLVED that the Chief Accounting Employee ofLADWP upon proper certification is hereby authorized and directed to authenticate a demand or demands upon the proper revenue fund for payment of the $350000 purchase price plus closing and incidental expenses at least five days prior to the close ofescrow

ITEM NO 37 - Approves payment of $33890899 to the State ofCalifornia Department of Industrial Relations for Workers Compensation Self-Insurance Program administration fees for Fiscal Year 2010-201 L Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-193

WHEREAS the City of Los Angeles Department of Water and Power (LADWP) is selfshyinsured and self-administered for its workers compensation liability

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BE IT RESOLVED that the payment ofWorkers Compensation Self-Insurance Program administration fees for the Fiscal Year 2010-2011 as assessed by the State of California Department of Industrial Relations in their invoice dated November 302010 is $33890899 and pursuant to California Labor Code Sections 625 and 626 is authorized and directed

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to authenticate a demand on the Water Revenue Fund in payment of the above fees arising from the requirements of California Labor Code 625 and 626

ITEM NO 39 - Approves the water quality improvement demand side management reclaimed water and water security expenditures for the twelve month period commencing July 1 2011 Submitted by Chief Operating Officer Interim Chief Financial Officer and

Senior Assistant General Manager - Water System

RESOLUTION NO 011-194

WHEREAS Water Rates Ordinance No 170435 as amended by Ordinance Nos 171639 173017 175964 177968 and 179802 authorizes the recovery of certain qualified Board approved expenditures for Water Quality Improvement Programs through the Water Quality Improvement Adjustment Factor for Demand Side Management and Reclaimed Water Programs through the Water Procurement Adjustment Factor and Water Security costs through the Water Security Adjustment Factor

NOW THEREFORE BE IT RESOLVED that the Board approves Schedules A B C and D which are on file with the Secretary of the Board which describe and identifY (A) water quality expenditures totaling $3374 million (B) demand side management expenditures totaling $310 million (C) reclaimed water expenditures totaling $761 million and (D) water security expenditures totaling $686 million for the twelve-month period from July 1 2011 through June 30 2012

ITEM NO 40 - Authorizes the issuance ofa maximum of $350 million of Water System Refunding Revenue Bonds for the purpose of refinancing higher interest rate bonds with lower interest rate bonds Council approval is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 4831

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMISSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing ofUp to $350000000 Pursuant to Section 609 of The Charter ofThe City ofLos Angeles Through the Issuance of

Revenue Bonds Payable from the Water Revenue Fund

Resolution No- 4831

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City of Los Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power ofthe City of Los Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter of The City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Water Revenue Fund to evidence the indebtedness created by such borrowing

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Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations of the Department payable from the Water Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

THREE HUNDRED FIFTY MILLION DOLLARS ($350000000)

and said Bonds are to be issued in one or more series or sub series at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number of days elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer ofthe Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 ofOrdinance No 172353 of the City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 of Division 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale ofeach series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with respect to the Bonds shall not exceed ten percent ofthe principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 ofthis Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest costfor the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number ofdays elapsed

Section 9 The authorization ofthe issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance ofbonds on account of the Water System heretofore made by resolution of this Board

Section 10 The Secretary ofthis Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices ofthe Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office ofAdministrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

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ITEM NO 41-Authorizes the issuance ofa maximum of$I5 billion ofPower System Refunding Revenue Bonds to refinance or replace existing Power System Revenue Bonds mostly set with higher interest rates with lower rates thereby lowering LADWPs cost of debt Council approval is required Submitted by ChiefOperating Officer and Interim Chief Financial Officer

RESOLUTION NO 4830

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMSSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing of Up to $1500000000 Pursuant to Section 609 of The Charter of The City of Los Angeles Through the Issuance of

Revenue Bonds Payable from the Power Revenue Fund

Resolution No 4830

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City ofLos Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power of the City ofLos Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter ofThe City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Power Revenue Fund to evidence the indebtedness created by such borrowing

Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations ofthe Department payable from the Power Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

ONE BILLION FIVE HUNDRED MILLION DOLLARS ($1500000000)

and said Bonds are to be issued in one or more series or subseries at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of 365 days for the actual number ofdays elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer of the Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 of Ordinance No 172353 ofthe City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 ofDivision 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale of each series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 31

is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with re~pect to the Bonds shall not exceed ten percent of the principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 of this Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of365 days for the actual number of days elapsed

Section 9 The authorization of the issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance of bonds on account of the Power System heretofore made by resolution of this Board

Section 10 The Secretary of this Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices of the Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office of Administrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

ITEM NO 42 - Authorizes execution of Agreement No 47582 with Dewey amp LeBoeufLLP for Legal Services related to Merger and Acquisition Transactions to divestiture of power assets and the potential acquisition of non-carbon replacement assets The total amount not to exceed $1000000 for a term ofeighteen months Submitted by Chief Operating Officer and General Counsel

RESOLUTION NO 011-195

WHEREAS the Office of the City Attorney (City Attorney) on behalf ofthe Los Angeles Department of Water and Power (LADWP) solicited requests for proposals from law firms to assist the City Attorney in providing LADWP advice and representation in matters related to the Departments merger and acquisition transactions (M amp A) to divestiture ofpower assets and the potential acquisition of non-carbon replacement assets

WHEREAS the City Attorney selected the law finn of Dewey amp LeBoeuf LLP from a competitive bidding process for providing the necessary legal services and

WHEREAS the City Attorney finds that an appropriation of$lOOOOOO for a period of eighteen months is necessary at this time to manage anticipated M amp A transactions

BE IT RESOLVED that in compliance with City Charter Section 1022 the Board of Water and Power Commissioners of the City ofLos Angeles (Board) finds it is more feasible to have the assistance ofoutside counsel due to the complexity of and the expertise required for the aforementioned transactions

BE IT FURTHER RESOLVED the President or 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 of the Board be and they are hereby authorized and directed to execute Agreement No 47582 (or one in substantial form and content as the one submitted herewith as determined by the City Attorney) for and on behalf ofLADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 32

BE IT FURTHER RESOLVED that the Chief Accounting Employee of LADWP upon proper certification be and is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under said Agreement

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 48 - Reports were given by Management concerning matters relating to Department operations as follows

a) Integrated Resource Plan Update (Michael Webster Power Engineering Manager)

b) Renewable Portfolio Standard Project Update

Deemed accepted

c) 2010 Urban Water Management Plan (Tom Erb Director of Water Resources)

Written recommendations approved by the General Manager transmitting the following resolutions approved as to form and legality by the City Attorney

ITEM NO5 - Approval of the minutes of the January 4 2011 regular meeting of the Board of Water and Power Commissioners

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO6 - Authorizes award of Specification No 199 to Furnish and Deliver Meters Cold Positive Displacement Type to Neptune Technology Group Inc for a total amount not to exceed $22692293 for a term of one year with two optional one-year periods Submitted by Chief Operating Officer Senior Assistant General Manager - Water System and Chief Administrative Officer

RESOLUTION NO 19363

WHEREAS this contract is to furnish and deliver Meters Cold Positive Displacement Type and

WHEREAS Neptune Technology Group Inc is the lowest compliant bidder under Specification No 199 and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Water System recommends that Neptune Technology Group Inc be awarded a contract under Specification No 199

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 33

NOW THEREFORE BE IT RESOLVED that Neptune Technology Group Inc is awarded Contract No 199 for a total maximum amount not to exceed $2269229300 which includes all optional periods for a term of one-year with two optional one-year extensions under Specification No 199 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the President or Vice President 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 contract for and on behalf of the LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 199 and this Resolution

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO7 - Authorizes award of Specification No 217 to Furnish and Deliver Broadcaster Network Equipment and Software to Evertz Microsystems Ltd for a total amount not to exceed $4750000 for a term of one year with four optional one-year periods Council approval is required Submitted by Chief Operating Officer and Chief Administrative Officer RESOLUTION NO 19364

WHEREAS the Los Angeles Department of Water and Power (LADWP) identified broadcaster video network service as an innovative growth opportunity serving Los Angeles extensive entertainment industry and developed the VideoMAN infrastructure and

WHEREAS this contract is to furnish broadcaster video network equipment and software providing LADWP with the spares and upgrades to meet the demands for this service and

WHEREAS without a contract the LADWP will not be able to support its existing customers and will suffer customer and revenue loss and

WHEREAS LADWPs Joint System recommends a sole source contract be awarded to Evertz Microsystems Ltd (Evertz) the manufacturer of the original equipment and

WHEREAS this contract combined with previous contracts with Evertz constitutes continued contracting exceeding the three year time period set by Ordinance

THEREFORE BE IT RESOLVED that Evertz Microsystems Ltd is awarded a sole source contract under City Charter Section 371(e)(7) for a total amount not to exceed $475000000 which includes all optional periods for a term of one year with four optional one-year periods under Specification No 217 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to draw demands on the Water and Power Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 217 and this resolution

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 34

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Agreements for and on behalfof LADWP after approval by the Los Angeles City Council pursuant to Administrative Code 105

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 20 - Authorizes execution of Confidentiality Agreement DWP No BP 11-001 with California High-Speed Rail Authority in order to assist in its design and development of the California High Speed Rail Project for a term of three years and at no cost Submitted by Chief Operating Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 011-196

WHEREAS California High Speed Rail Authority (CHSRA) desires to engage in a Cocentidentiality Agreement with the Los Angeles Department of Water and Power (LADWP) to maintain proprietary matters confidential for security purposes and

WHEREAS LADWP and CHSRA recognize that utility infrastructure information must remain confidential for security purposes and

WHEREAS CHSRA needs to review the confidential information ofLADWP to design and develop the California High-Speed Train Project The expiration will be three years from the date ofapproval

NOW THEREFORE BE IT RESOLVED that the Confidentiality Agreement DWP No BP 11-001 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and High Speed Rail Authority be and the same is hereby approved and

BE IT FURTHER RESOLVED that the President or the Vice President of the Board or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized and directed to execute the Agreement for and on behalf of LAD WP

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 21- Authorizes execution ofAmended Memorandum of Understanding on Imperial Valley Geothermal Feasibility and Exploration LADWP No BP 09-025A with the Imperial Irrigation District Southern California Public Power Authority and the Cities of Burbank Glendale Colton and Pasadena The amendment will change a number of provisions in the MOU including adding 160 acres ofLADWP owned property LADWP expenditures will not exceed $18 million and the term is for six years from 2011 to 2016 Submitted by ChiefOperating Officer and Senior Assistant General Manager - Power System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 35

RESOLUTION NO 011-197

WHEREAS the original Memorandum ofUnderstanding (MOU) of Imperial Valley Feasibility and Exploration LADWP No BP 09-025 among the Los Angeles Department of Water and Power (LADWP) Imperial Irrigation District (lID) Cities of Burbank Glendale Colton Pasadena and the Southern California Public Power Authority (SCPPA) was approved by this Board ofWater and Power Commissioners (Board) on September 1 2009 under Resolution No 010-081 and

WHEREAS the Board conditionally approved Geothermal Lease Agreement No1 LADWP No BP 09-028 on September 15 2009 under Resolution No 010-100 upon the prerequisite that LADWP add its procurement policies and procedures to the original MOU and

WHEREAS the lID Board concurrently requested an amendment to the original MOU to incorporate an Exploration Structure Due Diligence Effort as a precondition to its approval of the MOU and

WHEREAS the parties of the original MOU renegotiated the terms and conditions to include an additional 160 acres ofreal property owned by LADWP LADWPs procurement policies and procedures and incorporate a preliminary assessment identified as the Exploration Structure Due Diligence Effort

NOW THEREFORE BE IT RESOLVED that the Amended MOU on Imperial Valley Feasibility and Exploration LADWP No BP 09-025A among LADWP lID Cities of Burbank Glendale Colton Pasadena and SCPP A 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 General Manager or Acting General Manager or such person that the General Manager or Acting General Manager shall designate in writing is hereby authorized and directed to execute the Amended MOU for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the funding for the Imperial Valley Feasibility and Exploration project previously approved by this Board on September 1 2009 under Resolution No 010-081 shall remain in effect subject to the reapportionment identified within the Amended MOU (LADWP No BP09-025A) and related appendices

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person that the General Manager or Acting General Manager designates in writing is hereby authorized to perform all duties and obligations as project manager set forth in the Amended MOU

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising from or related to exploration costs and manage any payment offset or credits for any applicable annual rental payments in accordance with the terms and conditions ofthe Amended MOU on Imperial Valley Feasibility and Exploration (LADWP No BP 09-025A)

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 36

ITEM NO 26 - Authorizes LADWPs General Manager to Execute Amendment No 10 Lease PRC 80799 with the California State Lands Commission allowing LADWP to implement gravel cover as Best Available Control Measures on 203 square miles of area on Owens Lake Total costs estimated to be $165473750 and term is December 102010 to May 1 2019 Submitted by Chief Operating Officer and Senior Assistant General Manager shyWater System

RESOLUTION NO 011-198

WHEREAS the Los Angeles Department of Water and Power (LADWP) as part of construction and implementation of the Owens Lake Dust Mitigation Program (OLDMP) has implemented dust mitigation measures and constructed facilities on portions of Owens Lake on sections of State land under the jurisdiction of the California State Lands Commission (CSLC) and

WHEREAS OLDMP activities have been allowed among other authorizations under Lease PRC 80799 and its nine amendments with CSLC and

WHEREAS LADWP is required by the Great Basin Unified Air Pollution Control District (GBUAPCD) to implement OLDMP Phase 8 gravel cover as Best Available Control Measures by November 6 2012 on certain sections of State land under the jurisdiction of CSLC and

WHEREAS on December 102010 CSLC approved Lease PRC 80799 Amendment No 10 that incorporates activities of the OLDMP Phase 8 into Lease PRC 80799 and

WHEREAS CSLC has sent Lease PRC 80799 Amendment No 10 for execution by the General Manager ofLADWP and

WHEREAS the cost of complying with the lease conditions such as purchase of Carbon OffsetslRenewable Energy Public Trust Value mitigation and Attorneys Fees commitment in Lease PRC 80799 Amendment No10 require the City of Los Angeles Board of Water and Power Commissioners approval and

WHEREAS the cost of complying with the lease conditions is estimated to be $165473750 and

WHEREAS Lease PRC 80799 and the first eight amendments duration is for 20 years and covers LADWPs various dust control measures operations and activities from May 1 1999 to May 12019 and

WHEREAS Lease PRC 80799 Amendment No 9s duration is for three years from June 28 2010 or until such time as a Master Plan for Owens Lake is approved by the CSLC and covers LADWPs tillage dust control measures operations and activities and

WHEREAS Lease PRC 80799 Amendment No 10s duration is from December 102010 to May 12019 and

NOW THEREFORE BE IT RESOLVED that Lease PRC 80799 Amendment No1 0 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between the Department of Water and Power of the City of Los Angeles and the California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratify and execute said lease amendment for and on behalf of the LADWP

Approval moved by Commissioner Parfrey

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 37

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey

Noes None

ITEM NO 38 - A written recommendation was received from the Chief Operating Officer and Interim Chief Financial Officer approved by the General Manager recommending the adoption of a resolution approved as to form and legality by the City Attorney authorizing execution ofAgreement No47002 with P A Consulting Group Inc to analyze and assist the Los Angeles Department ofWater and Power to develop a revenue requirement and rate structure

This item was withdrawn

ITEM NO 43 - Adopts an ordinance by the Council of the City ofLos Angeles transferring surplus money from the Power Revenue Fund to the City Reserve Fund during the 20102011 fiscal year the sum of$258815000 Council approval by ordinance is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 011-199

BE IT RESOLVED

1 That the Charter provides that this Board may after the close ofa fiscal year consent to a transfer of surplus money from the Power Revenue Fund to the Reserve Fund of the City based on audited financial data and

2 That this Board finds and determines after first considering and subject to all covenants made by the Department with respect to transfers from the Power Revenue Fund that there is surplus money in the Power Revenue Fund as of the close of fiscal year 200911 0 and consents to the transfer of $258815000 of said surplus money to the Reserve Fund of the City during fiscal year 201011 and pursuant to the terms ofthis resolution and

3 That this Board does further consent that the Council ofThe City ofLos Angeles adopt an ordinance in words and figures substantially as follows to wit

ORDINANCE NO

An ordinance directing the transfer of surplus money from the Power Revenue Fund of the Department of Water and Power to the Reserve Fund ofThe City of Los Angeles during Fiscal Year 20 WIll

THE PEOPLE OF THE CITY OF LOS ANGELES DO ORDAIN AS FOLLOWS

Section 1 Subject to audited fmancial data for fiscal year ended 200910 and all covenants made by the Department of Water and Power (Department) with respect to transfers from the Power Revenue Fund and subject to there having been and only to the extent that there was surplus money in the Power Revenue Fund at the close of the 200910 fiscal year and subject to the declaration ofconsent adopted by the Board of Water and Power Commissioners it is hereby directed that $258815000 be transferred from the Power Revenue Fund of the Department to the Reserve Fund of the City during the 201011 fiscal year

Section 2 The City Clerk shall certify to the passage of this ordinance and have it published in accordance with Council policy either in a daily newspaper circulated in the City of Los Angeles or by posting for ten days in three public places in the City ofLos Angeles one copy on the bulletin board located in the Main Street entrance to the Los Angeles City Hall

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 38

one copy on the bulletin board located at the Main Street entrance to the Los Angeles City Hall East and one copy on the bulletin board located at the Temple Street entrance to the Los Angeles County Hall ofRecords

BE IT FURTHER RESOLVED that after the adoption of an ordinance as set forth in (3) above the Chief Accounting Employee of this Department is directed upon certification by the General Manager to cause to be transferred $129407000 within 10 days after the effective date of the ordinance in one lump sum payment from the Power Revenue Fund of the Department to the Reserve Fund ofthe City and to cause to be transferred the remaining amount in equal monthly installment payments from the Power Revenue Fund of the Department to the Reserve Fund of the City so that by June 30 2011 $258815000 has been paid Such transfers shall be made only after the City has paid the Power Revenue Fund all monthly charges for power services for which the City was billed by the Department

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 44 - Authorizes execution ofAgreement No WR 10-1030 with the Los Angeles Department ofPublic Works Bureau of Sanitation and West Basin Municipal Water District for Recycled Water Services to the Los Angeles Harbor Area for the design construction and operation of the facilities needed to produce and convey 9300 acre-feet per year of recycled water to LADWPs large industrial and irrigation customers LADWP will fund up to $111979472 for new and existing capital improvements and the initial term ofthirty years which may be extended in increments often years Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-200

WHEREAS one of the primary goals of the Los Angeles Department ofWater and Power (LADWP) is to ensure that the City of Los Angeles (City) has a reliable water supply and

WHEREAS in response to the Citys potable water supply challenges LADWP in 2008 prepared the Water Supply Action Plan titled Securing LAs Water Supply that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

WHEREAS LADWP entered into a 25-year agreement (adopted by the Board under Resolution No 91-0344) with the Los Angeles Department ofPublic Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) on June 3 1991 which allows WBMWD to purchase secondary effluent from the PW BOS Hyperion Treatment Plant (HTP) and in exchange LADWP is allowed to purchase 25000 AFY of tertiary treated Title 22 recycled water from WBMWD at an amount no greater than WBMWDs actual cost to produce and reconvey the recycled water back to LADWP and

WHEREAS WBMWD owns and operates the Juanita Millender-McDonald Carson Regional Water Recycling Plant (CRWRP) located in the City of Carson just north of the LADWP service area and

WHEREAS the Harbor Refineries Recycled Water Pipeline Project currently being constructed will provide the delivery method for recycled water in the Los Angeles Harbor Area to large industrial and irrigation customers and will include a point-of-connection at the Los Angeles City boundary with the City of Carson and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 39

WHEREAS to accomplish delivery of nitrified Title 22 recycled water to Los Angeles Harbor Area customers new treatment facilities need to be constructed at the CRWRP including expansion of the nitrification treatment facilities at the CRWRP as well as the construction of a pipeline in the City of Carson to a point-of-connection at the boundary to the City of Los Angeles and

WHEREAS PWBOS agrees to supply secondary effluent from the HTP to WBMWD and LADWP agrees to purchase tertiary treated disinfected nitrified Title 22 recycled water from WBMWDand

WHEREAS WBMWD has agreed to provide a reliable source of nitrified Title 22 recycled water to the Los Angeles Harbor Area and

WHEREAS the facilities being built by WBMWD and the dedicated current facilities owned by WBMWD to assist LADWP with supplying recycled water will benefit the citizens of Los Angeles for 30 years

NOW THEREFORE BE IT RESOLVED that the proposed Agreement approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP PWBOS and WBMWD be and the same is hereby approved and

BE IT FURTHER RESOLVED that the ChiefAccounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of the obligations arising under this Agreement

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Agreement No WR 10-1030 for and on behalf of LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee will recognize the funds paid to WBMWD to construct to expand and to dedicate WBMWDs assets so as to have the ability to serve LADWP shall be accounted for as a regulatory asset of the Water System that will be amortized over the life of the project which is 30 years

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 45 - Authorizes execution ofAmendment No 1 to Agreement with Los Angeles Public Works Bureau of Sanitation and West Basin Municipal Water District (Resolution No 91-0344) This Amendment supports the City of Los Angeles commitment to maximize the reuse ofwastewater effluent for beneficial reuse The term remain the same Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-201

WHEREAS in response to the City of Los Angeles (City) potable water supply challenges LADWP in 2008 prepared Securing LAs Water Supply a water supply action plan that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 40

WHEREAS LADWP has identified the potential for significant amounts of recycled water usage for industrial purposes in the Los Angeles Harbor Area (Harbor Area) and

WHEREAS there is an existing agreement adopted by the Board under Resolution No 91-0344 (Agreement) among and between LADWP the Los Angeles Department of Public Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) that allows for the conveyance ofsecondary effluent produced at the PWBOS Hyperion Wastewater Treatment Plant (HTP) to the WBMWD Edward C Little Water Recycling Plant (ECL) in EI Segundo California for tertiary treatment and subsequent beneficial reuse and

WHEREAS to provide recycled water to the Harbor Area and to adjacent areas Amendment No 1 to Agreement (Amendment) is necessary to increase WBMWDs secondary effluent wastewater conveyance capability by expanding their existing pump station located at the HTP to a planned ultimate capacity of 70 million gallons per day (MGD) to convey secondary effluent from HTP to ECL and

WHEREAS the PWBOS has the resources and technical expertise to perform wastewater source control pollution prevention and the public outreach activities necessary to comply with all required recycled water regulatory requirements imposed by the State of California Department of Public Health and California Regional Water Quality Control Board and

WHEREAS designating PWBOS as the responsible agency to perform source control will ensure compliance with National Pollution Discharge Elimination Systems permit requirements for which PWBOS will be reimbursed by WBMWD

NOW THEREFORE BE IT RESOLVED that the proposed Amendment approved as to form and legality by the City Attorney and filed with the Secretary of the Board to increase secondary effluent wastewater conveyance and to designate PWBOS as the agency responsible for wastewater source control is hereby approved

BE IT FURTHER RESOLVED that the President or Vice President of this Board the General Manager or such person as the General Manager shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of the Board are hereby authorized empowered and directed to execute said Amendment for and on behalfof LADWP

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 46 - A written recommendation was received from the Personnel Relations Committee that the Board approve their report relative to Grievance No B-074-09 filed by Mr James R Cole

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 41

The following items were presented by the Secretary and ordered filed

ITEM NO 47-A - A report from the Interim Chief Financial Officer showing receipts disbursements and cash balances of the Water and Power Revenue Funds for the month ending December 312010 as follows

REVENUE FUNDS (in thousands)

WATER POWER Beginning Balance December 1 2010 $ 281806 $ 688330

ADD Customer Collections 110560 297326 DWP Interfund Transfers 89106 29923 IPP Subordinated Notes 11343 Other City Departments 6040

Total Receipts $ 199931 $ 344632

LESS Payments to Vendors 62276 237418 Bond Redemption and Interest 57863 124941 Payrolls 23817 52513 SewerlUtility Taxes 38316 49427 DWP Interfund Transfers 36036 42291 Other City Departments 8377 Total Disbursements $ 218321 j 514~967

Ending Balance December 31 2010 $ 263416 $ 517995

ITEM NO 47-B - Monthly report ofactivities for the following units

bull Water System (December 2010)

bull Power System (November 2010)

bull Financial Services Organization (November 2010IDecember 2010)

ITEM NO 47-C - Reports for informational purposes

bull Quarterly Status Report on Water Quality Regulatory Compliance Projects

bull Investment Report Quarter Ending September 30 2010

bull Legislative and Regulatory Update

THE BOARD shall recess to closed session for a conference with legal counsel regarding

A Existing litigation in the following matter

1 Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

----~--~~~~~~-~-~~~~-~~- ~~ --------=~=~-~--- --=~~------~-==~~~~~~~==----===

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 42

2 City of Los Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

B Anticipated litigation in the following matters

1 Discussion regarding initiation of litigation (1 case) pursuant to Subdivision (c) of Section 549569 of the California Government Code

2 Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

MEETING RECESSED at 1240 pm

MEETING RECONVENED at 1250 pm

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 lO22 AM Page 43

Los Angeles California February 12011

MINUTES OF CLOSED SESSION OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

HELD IN ROOM 1555-H FEBRUARY 12011

1250 PM

Meeting called to order by President Thomas S Sayles and roll called

Present Commissioners President Sayles Eric Holoman Christina E Noonan Jonathan Parfrey

Absent None

A quorum present

In attendance were the following

Ronald O Nichols General Manager Martin L Adams Director of Water Operations Oscar Alvarez Electrical Engineer Aram H Benyamin Senior Assistant General Manager - Power System Joseph Brajevich Assistant General Counsel Water and Power Dirk Broersma Assistant City Attorney Richard M Brown General Counsel Water and Power Priscila Castillo Deputy City Attorney Michael A Coia Executive Director ofPower System Operations and Maintenance Lonnie Eldridge Deputy City Attorney James B McDaniel Senior Assistant General Manager - Water System Lorraine Paskett Senior Assistant General Manager - Sustainability Programs

and External Affairs Ann M Santilli Interim Chief Financial Officer Mark J Sedlacek Director of Environmental Affairs Kenneth Silver Electrical Service Manager Eskel H Solomon Assistant City Attorney Cecilia KT Weldon Chief Administrative Officer

Also in attendance

David Kim Mayors Office

A CLOSED SESSION was held for a conference with legal counsel regarding

Existing litigation in the following matters

ITEM NO 49 Al Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 44

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$14263507 to Allstate Insurance Company in full and complete settlement ofLADWP Claim Number 1026286

RESOLUTION NO 011-202

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Power Revenue Fund in the sum of $14263507 to be paid in the form ofa draft to Allstate Insurance Company Said payment is in full compromise and complete settlement ofLADWP Claim Number 1026286 which arose out of fire damage to personal and real property at 4333 Griffin Avenue Los Angeles California on September 25 2009 The City Attorney is hereby authorized to deliver said draft to Allstate Insurance Company andor the Law Office of Cuibreth amp Schroeder LLR upon receipt of a properly executed Full Release of All Claims and Request for Dismissal

Seconded by President Sayles and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Anticipated litigation in the following matter

ITEM NO 49 B2 (1st case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$5935695 to Landmark Property Management Group LLC in full compromise and complete settlement ofLADWP Claim Number 1027520

RESOLUTION NO 011-203

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $5935695 to be paid as follows a draft in the amount of $5935695 payable to Landmark Property Management Group LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1027520 which arose out of damage done to the structure known as the Santa Fe Loft Apartments at 121 East Sixth Street Los Angeles on August 5 2010 as the result of a Water System water main break The City Attorney is hereby authorized to deliver said draft to Landmark Property Management Group LLC upon receipt ofa properly executed Full Release of All Claims and Request for Dismissal

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 45

Anticipated litigation in the following matter

ITEM NO 49 B2 (20d case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(l) of Section 549569 of the California Government Code

Discussion held action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$8000000 to National Subrogation Services in full compromise and complete settlement ofLADWP Claim Number 1025898-19

RESOLUTION NO 011-204

BE IT RESOLVED by the Board ofWater and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $8000000 to be paid as follows a draft in the amount of $8000000 payable to National Subrogation Services LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1025898-19 which arose out of damage to the business known as Canyon Beachwear located at 13035 Ventura Boulevard Studio City on September 52009 The City Attorney is hereby authorized to deliver said draft to National Subrogation Services LLC upon receipt of a properly executed Full Release ofAll Claims and Request for Dismissal

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Existing litigation in the following matter

ITEM NO 49 A2 - City ofLos Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

Discussion held - no action taken

Anticipated litigation in the following matter

ITEM NO 49 B2 (3rd case) - Discussion regarding significant exposure to litigation (3 caSes) pursuant to Subdivision (b )(1) of Section 549569 of the California Government Code

Discussion held - action taken but not a final action that was reportable

Anticipated litigation in the following matter

ITEM NO 49 Bl- Discussion regarding initiation oflitigation (l case) pursuant to subdivision (c) of Section 549569 of the California Government Code

Discussion held - no action taken

===~ c=o~--~~~=--=-=---middot---=~~~~~~==-~~~~===~--==-=-=--========

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 46

COMMISSIONER NOONAN moved the meeting be adjourned

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Meeting adjourned at 1 30 pm

An announcement was made in the Board Room regarding adoption ofthree resolutions one pertaining to the settlement of Los Angeles Superior Court Case Number BC448561 and two pertaining to the settlement ofLADWP Claim Number 1027520 and LADWP Claim Number 1025898-19

SIGNED

~AtrufL~~ SECRETARY

ATTEST

vs~ PRES~T

Page 18: Los Angeles, California, February 1,2011 WATER AND POWER

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 18

WHEREAS an Addendum which addresses the proposed modifications to the previously adopted ISIMND has been prepared titled Geotechnical Investigations for the North Haiwee Dam No2 Project and

WHEREAS CEQA Guideline section 15164(b) allows a lead agency to prepare an addendum to an MND as follows

An addendum to an adopted negative declaration may be prepared ifonly minor technical changes or additions are necessary or none of the conditions described in Section 15162 calling for the preparation of a subsequent EIR or negative declaration have occurred

WHEREAS CEQA Guideline section15162 requires a subsequent negative declaration under the following circumstances

(a) When an EIR has been certified or a negative declaration adopted for a project no subsequent ErR shall be prepared for that project unless the lead agency determines on the basis of substantial evidence in the light of the whole record one or more of the following

(1) Substantial changes are proposed in the project which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects

(2) Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous ErR or Negative Declaration due to the involvement ofnew significant environmental effects or a substantial increase in the severity of previously identified significant effects or

(3) New information of substantial importance which was not known and could not have been known with the exercise ofreasonable diligence at the time the previous ErR was certified as complete or the Negative Declaration was adopted shows any of the following

A) The project will have one or more significant effects not discussed the previous EIR or negative declaration or

B) Significant effects previously examined will be substantially more severe than shown in the previous ErR or

C) Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project but the project proponents decline to adopt the mitigation measure or alternative or

D) Mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce one or more significant effects on the environment but the project proponents decline to adopt the mitigation measure or alternative

NOW THEREFORE BE IT RESOLVED that the City of Los Angeles Board of Water and Power Commissioners (Board) recognizes that a study of the proposed changes to the previously adopted ISIMND was made and the associated environmental effects assessed for the proposed Geotechnical Investigations for the North Haiwee Dam No2 Project This study is embodied in the Addendum on file with the Secretary ofthis Board This Board has reviewed and considered the information contained in such document which is incorporated in this Resolution and made a part hereof

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 19

BE IT FURTHER RESOLVED that this Board makes the following fIndings and determinations with respect to the proposed project

bull An Addendum was prepared which analyzed the potential environmental impacts associated with the construction and operation ofthe proposed project

bull As demonstrated in the environmental analysis of the currently proposed project modifIcations none of the conditions described in CEQA Guideline section 15162 calling for the preparation ofa subsequent EIR or negative declaration have occurred The proposed project modifIcations would not result in any additional signifIcant impacts nor would it increase the severity ofpreviously identifIed signifIcant impacts Therefore it can be concluded that pursuant to CEQA Guideline section 15164(b) the proposed project modifIcations are only minor technical changes or additions and as such an addendum to the 2004 MND for the Geotechnical Investigations at North Haiwee Dam Project may be prepared

Below is the proposed Mitigation Monitoring and Reporting Plan (MMRP) for the proposed Addendum This MMRP includes mitigation measures from the previously approved 2004 ISIMND as well as proposed changes to it in order to enhance its effectiveness Underline denotes a new measure while strikeout indicates a removed measure

Air Quality

bull The project specifIcations shall incorporate the applicable provisions of the Great Basin Valleys Air Pollution Control District Fugitive Dust Rule (Rule 401) provided below

A person shall take reasonable precautions to prevent visible particulate matter from being airborne under normal wind conditions beyond the property from which the emission originates Reasonable precautions include but are not limited to

1 Use where possible of water for control ofdust in trenching and boring operations

2 Application of water on dirt roads material stockpiles

3 Use ofwater chemicals chuting venting or other precautions to prevent particulate matter from being airborne in handling dusty materials to open stockpiles and mobile equipment and

4 Maintenance of roadways in a clean condition

bull The contractor shall discontinue construction activities during fIrst and second-stage smog alerts

Biological Resources

bull To compensate for the permanent loss ofhabitat LADWP will preserve Mohave ground squirrel habitat (Habitat Management Lands) at a 3 1 ratio at a location approved by CDFG Funding for the long-term management ofthe land preserved also is required LADWP and CDFG will negotiate the per-acre cost ofmanaging the lands to be preserved and fee title or conservation easement shall be granted to CDFG or other CDFG-approved non-profIt entity

Alternatively the preservation ofMohave ground squirrel habitat could be accomplished through elimination ofcattle grazing on lands owned by LlDWP in Jnyo County vvithin the geographic range ofMohave ground squirrel andor restomtion ofnative vegetation within the range and in habitat suitable for Mohave ground squirrel on LADWP public or state lands in Jnyo County In either case LADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 20

U~~~fer e title or a cOflservatiofl easemeflt oler the Habitat ManagemeBt Laads to ~rt~rms approved by the CDFG AlteFflatit-ely the traflsfer mad be to

another public entity or not profit corporation appro led by the CDFG d t) approed by the CDFG 1lfrer erms

bull A pre-construction environmental education program shall be conducted for all persons working on the project The education program shall include identification of sensitive biological resources on-site terms and conditions of the Incidental Take Permit and the California Endangered Species Act

bull Impacts to sanicle cyrnopterus shall be avoided where feasible through project redesigIl In particular Trench T 2 contains hve clusters of sanicle cyrnopterus If redesigIl of Trench T 2 to atOid impacts to sanicle cymopterus is not feasible a mitigation plan shall be negotiated with and approed by CDFG

bull Sanicle cymopterus populations near proposed geotechnical testing sites shall be flagged by a qualified biologist prior to testing activities and avoided by project personnel

bull A qualified biological monitor familiar with sanicle cymopterus shall be on-site during testing activities in the vicinity of this species

bull Project boundaries shall be clearly delineated prior to construction Existing roads shall be used to the greatest extent possible All project-related parking and equipment storage shall be confined to previously disturbed areas

bull A qualified biological monitor familiar with Mohave ground squirrel shall be on-site to monitor trenching and boring activities

bull Trash and food items shall be removed from the site daily and disposed ofproperly to avoid attracting ravens a common predator of the Mohave ground squirrel

bull Ramps shall be provided in trenches to allow animals to escape

bull All temporarily affected areas that were previously vegetated shall be restored with native plant species to accelerate recovery

bull During construction and at the completion of construction activities monthly and final compliance reports shall be provided to CDFG documenting the effectiveness of mitigation measures and the level of take associated with the project

bull Water from well-pump testing shall be discharged to the ground in Mohave ground squirrel habitat areas

bull Because project activities will disturb Mohave ground squirrel habitat in a recognized core area for the species land acquisition to compensate for habitat loss should focus on private or BLM disposal lands within the CosoOlancha core area ELM disposal lands west of the North Haiwee Dam (828 acres) are within the CosoOlancha core area and should be considered the top priority mitigation lands If land acquisition is not possible or proves difficult in CosoOlancha core area then land should be acquired in one ofthe following alternative areas (listed in order ofpreference)

1 In the Little Dixie Wash core area Kern County 2 In the corridor connecting the CosoOlancha core area and the Little Dixie Wash

core area 3 Adjacent to the CosoOlancha core area in Inyo County and 4 In the corridor connecting the Little Dixie Wash core area and the Edwards Air

Force Base Core Area in Kern County

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 21

bull An authorized biologist or monitor shall guide project equipment around active ground squirrel burrows to reduce the likelihood of taking individual Mohave ground squirrels and minimize habitat disturbances

bull If a live Mohave ground squirrel is unearthed during project activities the Authorized Biologist shall rescue the squirrel and if it is the squirrels active period release it at least 50 meters from project activities If it is the squirrels dormant period then the biologist should construct an artificial burrow at least 50 meters from project activities and place the squirrel in the artificial burrow

bull Individual Joshua trees shall be avoided to the greatest extent possible Compensation for impacts to Joshua tree woodland shall be negotiated with CDFG prior to groundshydisturbing activities

bull Compensation for impacts to Mohave riparian forest shall be negotiated with CDFG prior to ground-disturbing activities

In addition to ensure that project impacts to other special-status wildlife species and Jurisdictional Waters and Wetlands would be mitigated to less than significant the following additional mitigation measures are recommended

bull Conduct pre-construction protocol surveys for desert tortoise Pre-construction surveys should be conducted no more than 30 days prior to construction operations Standard protocol language includes Protocol surveys for desert tortoise will follow the guidelines for linear projects stipulated in the Pre-Project Field Survey Protocol for Potential Desert Tortoise Habitats (USFWS 2010) As stated in this guideline a 10 meter wide belt that transects with 100 percent coverage would be conducted in all habitats capable of supporting the desert tortoise within the project area Ifneither tortoises nor sign are encountered during the Action Area surveys three additional 10 meter belt transects at 200 meter intervals parallel to the project area will be surveyed Surveys for determination of presence or absence are restricted to the desert tortoises active period which is April through Mayor September through October and at temperatures below 40 degrees Celsius

bull Should a desert tortoise burrow be observed during pre-construction surveys and the end is not visible the burrow should be scoped for tortoise occupancy All unoccupied burrows should be collapsed Should a live desert tortoise be observed during preshyconstruction surveys above- or below ground desert tortoise fencing must be installed around project work areas excluding access roads Tortoise fencing will avoid occupied burrows iffound Fence installation will require two desert tortoise clearance surveys within the exclusion area prior to beginning construction operations Any tortoises found within the exclusion fence the exclusion fence will be re-designed to exclude the tortoise from the project work area No handling of tortoises is permitted

bull A biological monitor is recommended for the duration ofproject construction operations Should a tortoise be observed during construction operations project activities will temporarily cease in the immediate area and allow the tortoise to move on its own accord

bull In accordance with federal and California State Endangered Species Acts the contractor shall immediately report all observations of desert tortoise or any listed species to LADWP Environmental Services and take care not to take or harass the species A LADWP Environmental Service Representative will inform appropriate federal and State resource agency personnel of the sighting

bull Implement pre-construction surveys and construction monitoring to minimize impacts to badger

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 22

bull For any construction activities scheduled to occur during the nesting season (typically February 15 to July 31) pre-construction surveys should be conducted to identify any nesting birds If active nests are identified determine whether proposed activities within 200 feet could cause found nests to fail

Cultural Resources

bull Trenching boring and well locations in areas outside ofpreviously surveyed areas such as T -7 (EDA W 2003b) require a pedestrian archaeological survey and ifapplicable a record search prior to construction activities All activities shall be located to avoid historic and archaeological resources

bull Trenching and boring locations shall be located to avoid known historic or archaeological resources-in particular the historic and cultural resources at Trenches T-4 and T-5 and the geotechnical borings in and around CA-INY-22435703 CA-INYshy4591H HD-CS-OOIH (now CA-INY-6574) HD-CS-005H CA-INY-6575 (formerly HD-CS-002H) CA-INY-6577 and CA-INY-6585 shall be flagged for avoIdance A qualified archaeologist shall be retained to assist with determining acceptable location parameters for these trenches and borings The archaeologist is authorized to delineate the loci of the existing resources at Trenches T -4 and T -5 by use ofsmall-shovel test pits

bull A qualified cultural resources monitor shall be on-site during ground-disturbing activities at the adjusted Trench T-4 and T-510cations and at the borings in and around known cultural resources The cultural resources monitor shall have the authority to halt or redirect construction ifnew significant cultural resources are found

BE IT FURTHER RESOLVED that this Board fmds that with the implementation of the above mitigation measures potential impacts to air quality biological resources and cultural resources will be less than significant

BE IT FURTHER RESOLVED that this Board has reviewed and considered the information as contained in the proposed Addendum and that the Addendum reflects the independent judgment and analysis of this Board

BE IT FURTHER RESOLVED that this Board adopts the Addendum requires implementation of the mitigation measures adopts the Mitigation Monitoring and Reporting Plan approves the Geotechnical Investigations for the North Haiwee Dam No2 Project and approves the payment for permit and mitigation costs associated with this project

BE IT FURTHER RESOLVED that LADWP shall file a Notice of Determination with the Inyo County Clerk that finds that this Board has adopted the Addendum for the project that the Board has required implementation of the mitigation measures for the project that the Board has adopted the Mitigation Monitoring and Reporting Plan for the project and that there is no substantial evidence in light of the whole record that the project may have a significant effect on the environment

BE IT FURTHER RESOLVED that the Environmental Affairs Division will be the custodian of the record of proceedings for this project

ITEM NO 30 - Recommends approval of the Grid Reliability Study dated December 31 2010 that is required per Section 3B3 of the Once-Through-Cooling Policy Upon approval LADWP will fmalize and submit the Study to the State Water Resources Control Board and the Statewide Advisory Committee on Cooling Water Intake Structures Submitted by Chief Operating Officer Senior Assistant General Manager - Sustainability Programs and External Affairs and Senior Assistant General Manager - Power System

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 23

RESOLUTION NO 011-187

WHEREAS the Los Angeles Department of Water and Power (LADWP) has an obligation to provide adequate and reliable electricity service to its customers in The City of Los Angeles and

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners approves the Grid Reliability Study (GRS) dated December 31 2010

BE IT FURTHER RESOLVED that LADWP may use this GRS for submission to any agency or entity requiring LADWP to submit a reliability study

ITEM NO 31- Authorizes execution of Amendment No1 to Short Form IRU-12 Lease Agreement (Agreement No FO-500-092007) with Fox Entertainment Group Inc to continue to provide the Indefeasible Right of Use of a certain component of the LADWPs fiber optic network between 10351 Santa Monica Boulevard Los Angeles and Building 101 10201 Pico Boulevard Los Angeles The term ofAgreement is amended to five yeats Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-188

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 subordinate agreement to Optical Fiber Lease Agreement No FO-293-042004 (Master Agreement) between the Department of Water and Power of the City of Los Angeles (LADWP) and Fox Entertainment Group Inc was approved by the General Manager and became effective on January 18 2008 grants to Fox Entertainment Group Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-12 Lease Agreement No FO-500-092007 has an initial term of three (3) years which expired on January 18 2011 and

WHEREAS both the LADWP and Fox Entertainment Group Inc desire to extend the term of Short Form IRU-12 Lease Agreement No FO-500-092007 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No I to Short Form IRU-12 Lease Agreement No FO-500-092007 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Fox Entertainment Group Inc be and the same is hereby approved and ratified

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 the Assistant Secretary or the Acting Secretary ofthe Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-12 Lease Agreement No FO-500-092007 for and on behalfofLADWP

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 24

ITEM NO 32 - Authorizes execution ofAmendment No1 to Short Form IRU-08 Lease Agreement (Agreement No FO-609-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network between One Wilshire 4th Floor MMR or MDF Room 624 South Grand Avenue Los Angeles California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to five years Submitted by ChiefOperating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-189

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-0l2006 (Master Agreement) between the Department ofWater and Power of the City of Los Angeles (LADWP) and Sohonet Inc was authorized by Board Resolution No 010-213 on February 22010 grants Sohonet Inc the Indefeasible Right ofUse ofa certain component ofthe LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

WHEREAS this Short Form IRU-08 Lease Agreement No FO-609-122009 has an initial term of one (1) year which is set to expire on February 16 2011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-08 Lease Agreement No FO-609-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-08 Lease Agreement No FO-609-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-08 Lease Agreement No FO-609-122009 for and on behalfofLADWP

ITEM NO 33 - Authorizes execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement (Agreement No FO-610-1212009) with Sohonet Inc to continue to provide the Indefeasible Right ofUse ofa certain component of the LADWPs fiber optic network between ADS 948 Cahuenga Boulevard Hollywood California and Receiving Station H 936 North Poinsettia Place Hollywood California The term ofAgreement is amended to two years Submitted by Chief Operating Officer and ChiefAdministrative Officer

RESOLUTION NO 011-190

WHEREAS this Short Form IRU-09 Lease Agreement No FO-61O-1212009 subordinate agreement to Optical Fiber Lease Agreement No FO-393-01l2006 (Master Agreement) between the Department of Water and Power ofthe City of Los Angeles (LADWP) and Sohonet Inc was approved by the General Manager and became effective on February 19 2010 grants Sohonet Inc the Indefeasible Right ofUse of a certain component of the LADWPs fiber optic network which generates revenues that shall be deposited in the LADWPs Power Revenue Fund and

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 25

WHEREAS this Short Form IRU-09 Lease Agreement No FO-61 0-122009 has an initial term ofone (1) year which is set to expire on February 192011 and

WHEREAS both the LADWP and Sohonet Inc desire to extend the term of Short Form IRU-09 Lease Agreement No FO-610-122009 and

WHEREAS the Board of Water and Power Commissioners finds that the subject optical fiber strands are not presently needed for LADWP purposes and the execution ofAmendment No 1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 will not interfere with LADWP operations

NOW THEREFORE BE IT RESOLVED that the proposed Amendment No1 to Short Form IRU -09 Lease Agreement No FO-61 0-122009 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between LADWP and Sohonet Inc be and the same is hereby approved

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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Amendment No1 to Short Form IRU-09 Lease Agreement No FO-61O-122009 for and on behalfofLADWP

ITEM NO 34 - Authorizes execution ofAmendment No 1 to Purchase Order 49019-1 (New Agreement No 47003) with Phimation Strategy Group for consulting services for change management efforts and training This Amendment increases contract amount by $235750 and extends the contract one year All other contract terms remain the same Submitted by Chief Operating Officer

RESOLUTION NO 011-191

WHEREAS the Los Angeles Department of Water and Power (hereinafter referred to as LADWP) and Phimation Strategy Group (hereinafter referred to as Consultant) entered into a contract wherein Consultant agreed to assist the General Managers Office (GM) to conduct change leadership training and culture change program and

WHEREAS effective September 13 2010 the LADWP and Consultant entered into Purchase Order Agreement No 49019-1 (which together with all amendments and supplements thereto hereinafter shall be referred to as the Agreement) and

WHEREAS the LADWP proposes to execute Amendment No1 to Purchase Order 49019-1 to extend the term through February 122012 and

WHEREAS the LADWP proposes to amend Purchase Order 49019-1 to increase the contract amount from $149000 to $384750 converting the General Manager Award to a Board Award (New Agreement No 47003) and

WHEREAS the amendment is necessary and proper to continue or complete certain activities authorized under the Agreement

NOW THEREFORE BE IT RESOLVED that the LADWP and Consultant agree to amend the Purchase Order Agreement No 49019-1 as follows

Make an administrative change in the Agreement number from 49019-1 to 47003 2 The term ofthe Agreement has been extended through February 122012 3 The total cost ofthe Agreement is increased by $235750 for a maximum expenditure

limit of $384750

1

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 26

4 Add Line Item 002 to read as follows Change Leadership Training and Culture Change Program - Additional Services as described in Service Definition All not-to-exceed $235750

5 Delete and replace terms under Page 2 Service Definition 6 Delete and replace terms described under Pages 2-3 Invoice and Payments 7 Delete terms under Pages 3-4 Itemized Expenses in its entirety 8 Delete and replace terms described under Page 9 Termination

BE IT FURTHER RESOLVED that pursuant to City Charter Section 371 (e)(2) the use of competitive bidding for this agreement is not practicable or advantageous because the work to be performed is of an expert professional temporary and occasional character

BE IT FURTHER RESOLVED the Board finds in accordance with Charter 1022 of the Los Angeles City Charter that the services to be performed under this contract can be more economically and feasibly performed by an independent contractor than by City employees

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under this Agreement and

BE IT FURTHER RESOLVED that the President or 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 of the Board be and they are hereby authorized and directed to execute said Agreement for and on behalfofLADWP

ITEM NO 35 - Awards Amendment No2 to Contract No 969 to Furnish and Deliver Tires and Tubes to TCI Tire Centers LLC for a cooperative purchase with City ofLos Angeles Department of General Services Division Contract No 58289 The amendment will increase the second optional period by $1012595 All other contract tenns shall remain the same Submitted by Chief Operating Officer and Chief Administrative Officer

RESOLUTION NO 19362

WHEREAS TCI Tire Centers LLC was awarded Contract No 969 a cooperative purchase to City ofLos Angeles Department of General Services Division Contract 58289 for furnishing and delivering of tires and tubes and

WHEREAS the Los Angeles Department of Water Power (LADWP) utilizes Contract No 969 to provide routine maintenance to LADWPs motor pool and

WHEREAS LADWPs Joint System recommends Amendment No2 to Contract No 969 with TCI Tire Centers LLC to increase the second optional period by $101259500 to $180000000 and

WHEREAS Contract No 969 is coterminous with the City ofLos Angeles Contract No 58289 which expires on May 31 2011 No additional time is needed

NOW THEREFORE BE IT RESOLVED that Amendment No2 to Contract No 969 is approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee is hereby authorized and directed to draw demands upon the Water and Power Revenue Funds in accordance with the terms of this amendment awarded pursuant to Contract No 969 and this resolution

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 27

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 themiddot Acting Secretary of the Board are hereby authorized and directed to execute said contract for and on behalf ofLADWP

ITEM NO 36 - Authorizes execution ofa Purchase and Sale Agreement ofReal Property at 12655 Garber Street Pacoima California for the Water Systems Garber Street Recycled Water Tank Project for the purchase price of$350000 plus closing and incidental expenses (Real Estate File W-36943) Submitted by Chief Operating Officer Chief Administrative Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-192

W-36943 (Purchase ofFee Property Required for the Garber Street Recycled Water Tank)

WHEREAS the Los Angeles Department of Water and Power (LADWP) would like to acquire a parcel of land (which includes a residence) for the Garber Street Recycled Water Tank and

WHEREAS the LADWP has identified property owned by Jules M Adger (Seller) located at 12655 Garber Street Pacoima California which LADWP desires to acquire and

WHEREAS the Board ofCommissioners of the Los Angeles Department of Water and Power has the authority pursuant to Los Angeles City Charter Section 675(d)(1) to acquire by purchase all real property convenient for LADWP purposes

NOW THEREFORE BE IT RESOLVED that the Board of Water and Power Commissioners hereby approve substantially as to form the Purchase and Sale Agreement between LADWP and the Seller and

BE IT FURTHERRESOLVED 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 directed and empowered to execute said Purchase and Sale Agreement for and on behalf of the LADWP The Manager ofReal Estate is authorized empowered and directed to execute Escrow Documents and other related documents for and on behalf of the LADWPand

BE IT FURTHER RESOLVED that the Chief Accounting Employee ofLADWP upon proper certification is hereby authorized and directed to authenticate a demand or demands upon the proper revenue fund for payment of the $350000 purchase price plus closing and incidental expenses at least five days prior to the close ofescrow

ITEM NO 37 - Approves payment of $33890899 to the State ofCalifornia Department of Industrial Relations for Workers Compensation Self-Insurance Program administration fees for Fiscal Year 2010-201 L Submitted by ChiefOperating Officer and Chief Administrative Officer

RESOLUTION NO 011-193

WHEREAS the City of Los Angeles Department of Water and Power (LADWP) is selfshyinsured and self-administered for its workers compensation liability

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 28

BE IT RESOLVED that the payment ofWorkers Compensation Self-Insurance Program administration fees for the Fiscal Year 2010-2011 as assessed by the State of California Department of Industrial Relations in their invoice dated November 302010 is $33890899 and pursuant to California Labor Code Sections 625 and 626 is authorized and directed

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to authenticate a demand on the Water Revenue Fund in payment of the above fees arising from the requirements of California Labor Code 625 and 626

ITEM NO 39 - Approves the water quality improvement demand side management reclaimed water and water security expenditures for the twelve month period commencing July 1 2011 Submitted by Chief Operating Officer Interim Chief Financial Officer and

Senior Assistant General Manager - Water System

RESOLUTION NO 011-194

WHEREAS Water Rates Ordinance No 170435 as amended by Ordinance Nos 171639 173017 175964 177968 and 179802 authorizes the recovery of certain qualified Board approved expenditures for Water Quality Improvement Programs through the Water Quality Improvement Adjustment Factor for Demand Side Management and Reclaimed Water Programs through the Water Procurement Adjustment Factor and Water Security costs through the Water Security Adjustment Factor

NOW THEREFORE BE IT RESOLVED that the Board approves Schedules A B C and D which are on file with the Secretary of the Board which describe and identifY (A) water quality expenditures totaling $3374 million (B) demand side management expenditures totaling $310 million (C) reclaimed water expenditures totaling $761 million and (D) water security expenditures totaling $686 million for the twelve-month period from July 1 2011 through June 30 2012

ITEM NO 40 - Authorizes the issuance ofa maximum of $350 million of Water System Refunding Revenue Bonds for the purpose of refinancing higher interest rate bonds with lower interest rate bonds Council approval is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 4831

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMISSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing ofUp to $350000000 Pursuant to Section 609 of The Charter ofThe City ofLos Angeles Through the Issuance of

Revenue Bonds Payable from the Water Revenue Fund

Resolution No- 4831

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City of Los Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power ofthe City of Los Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter of The City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Water Revenue Fund to evidence the indebtedness created by such borrowing

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Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations of the Department payable from the Water Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

THREE HUNDRED FIFTY MILLION DOLLARS ($350000000)

and said Bonds are to be issued in one or more series or sub series at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number of days elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer ofthe Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 ofOrdinance No 172353 of the City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 of Division 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale ofeach series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with respect to the Bonds shall not exceed ten percent ofthe principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 ofthis Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest costfor the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis of a year of 365 days for the actual number ofdays elapsed

Section 9 The authorization ofthe issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance ofbonds on account of the Water System heretofore made by resolution of this Board

Section 10 The Secretary ofthis Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices ofthe Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office ofAdministrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

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ITEM NO 41-Authorizes the issuance ofa maximum of$I5 billion ofPower System Refunding Revenue Bonds to refinance or replace existing Power System Revenue Bonds mostly set with higher interest rates with lower rates thereby lowering LADWPs cost of debt Council approval is required Submitted by ChiefOperating Officer and Interim Chief Financial Officer

RESOLUTION NO 4830

INITIAL RESOLUTION OF THE BOARD OF WATER AND POWER COMMSSIONERS

OF THE CITY OF LOS ANGELES

Authorizing the Borrowing of Up to $1500000000 Pursuant to Section 609 of The Charter of The City of Los Angeles Through the Issuance of

Revenue Bonds Payable from the Power Revenue Fund

Resolution No 4830

BE IT RESOLVED BY THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

Section 1 This Board of Water and Power Commissioners of the City ofLos Angeles (the Board) hereby determines that the public interest and necessity demand that the Department of Water and Power of the City ofLos Angeles (the Department) should borrow money pursuant to Section 609 ofThe Charter ofThe City of Los Angeles (the Charter) for the purposes specified in Section 3 of this Resolution and should issue and sell revenue bonds as herein provided (the Bonds) payable from the Power Revenue Fund to evidence the indebtedness created by such borrowing

Section 2 The Board hereby authorizes the issuance of the Bonds pursuant to the provisions of Section 609 of the Charter for the purposes specified in Section 3 of this Resolution

Section 3 The Bonds are to be issued for the purpose ofpurchasing redeeming refunding or defeasing bonds notes revenue certificates or other obligations ofthe Department payable from the Power Revenue Fund

Section 4 The maximum principal amount of the Bonds authorized by this Resolution is

ONE BILLION FIVE HUNDRED MILLION DOLLARS ($1500000000)

and said Bonds are to be issued in one or more series or subseries at such time or times as the Board may determine

Section 5 The maximum term for which any Bond is to run shall be forty-five years from the date of issuance of such Bond

Section 6 The maximum interest cost to be incurred through the issuance ofany Bond shall be twelve percent (12) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of 365 days for the actual number ofdays elapsed

Section 7 This Board has received a report (the Report) of the Interim Chief Financial Officer of the Department stating that such officer has determined that a private sale of the Bonds will be of benefit to and in the financial interests of the Department and providing the reasons therefor As authorized by subsection (d) of Section 609 of the Charter and Section 11284 of Ordinance No 172353 ofthe City ofLos Angeles (the City) as amended constituting Article 65 of Chapter 1 ofDivision 11 ofthe Los Angeles Administrative Code (the Procedural Ordinance) this Board hereby authorizes the private sale of each series and subseries of the Bonds to one or more of the firms included in the team of underwriting firms selected by the Board pursuant to Section 11284(b) of the Procedural Ordinance as such team

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is composed at the time ofthe sale of such series or subseries provided however that underwriters discount (exclusive of initial issue discount) with respect to the Bonds shall not exceed one percent of the principal amount of the Bonds and any initial issue discount with re~pect to the Bonds shall not exceed ten percent of the principal amount of the Bonds to which such initial issue discount shall apply

Section 8 As provided in Section 11285 of the Procedural Ordinance in connection with or incidental to the issuance or carrying of the Bonds the Department may enter into one or more credit enhancement or liquidity agreements with insurance companies or other financial institutions approved by the Board which shall contain such payment interest rate security default remedy and other terms and conditions as shall be approved by the Board Notwithstanding Section 6 of this Resolution the maximum interest cost to be incurred on amounts drawn under each Standby Bond Purchase Agreement including the interest rate on Credit Provider Bonds shall not exceed twenty percent (20) per annum The interest cost for the purpose ofdetermining whether such interest cost is within such maximum shall be on the basis ofa year of365 days for the actual number of days elapsed

Section 9 The authorization of the issuance of the Bonds made by this Resolution is in addition to any and all other authorizations of the issuance of bonds on account of the Power System heretofore made by resolution of this Board

Section 10 The Secretary of this Board shall forthwith transmit certified copies of this Resolution together with the Report of the Departments Interim Chief Financial Officer to the offices of the Mayor the City Clerk and the City Administrative Officer (previously the Director of the Office of Administrative and Research Services) pursuant to Subsections (a) and (d) of Section 609 of the Charter and Sections 11282 and 11284 of the Procedural Ordinance

ITEM NO 42 - Authorizes execution of Agreement No 47582 with Dewey amp LeBoeufLLP for Legal Services related to Merger and Acquisition Transactions to divestiture of power assets and the potential acquisition of non-carbon replacement assets The total amount not to exceed $1000000 for a term ofeighteen months Submitted by Chief Operating Officer and General Counsel

RESOLUTION NO 011-195

WHEREAS the Office of the City Attorney (City Attorney) on behalf ofthe Los Angeles Department of Water and Power (LADWP) solicited requests for proposals from law firms to assist the City Attorney in providing LADWP advice and representation in matters related to the Departments merger and acquisition transactions (M amp A) to divestiture ofpower assets and the potential acquisition of non-carbon replacement assets

WHEREAS the City Attorney selected the law finn of Dewey amp LeBoeuf LLP from a competitive bidding process for providing the necessary legal services and

WHEREAS the City Attorney finds that an appropriation of$lOOOOOO for a period of eighteen months is necessary at this time to manage anticipated M amp A transactions

BE IT RESOLVED that in compliance with City Charter Section 1022 the Board of Water and Power Commissioners of the City ofLos Angeles (Board) finds it is more feasible to have the assistance ofoutside counsel due to the complexity of and the expertise required for the aforementioned transactions

BE IT FURTHER RESOLVED the President or 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 of the Board be and they are hereby authorized and directed to execute Agreement No 47582 (or one in substantial form and content as the one submitted herewith as determined by the City Attorney) for and on behalf ofLADWP

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BE IT FURTHER RESOLVED that the Chief Accounting Employee of LADWP upon proper certification be and is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising under said Agreement

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 48 - Reports were given by Management concerning matters relating to Department operations as follows

a) Integrated Resource Plan Update (Michael Webster Power Engineering Manager)

b) Renewable Portfolio Standard Project Update

Deemed accepted

c) 2010 Urban Water Management Plan (Tom Erb Director of Water Resources)

Written recommendations approved by the General Manager transmitting the following resolutions approved as to form and legality by the City Attorney

ITEM NO5 - Approval of the minutes of the January 4 2011 regular meeting of the Board of Water and Power Commissioners

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO6 - Authorizes award of Specification No 199 to Furnish and Deliver Meters Cold Positive Displacement Type to Neptune Technology Group Inc for a total amount not to exceed $22692293 for a term of one year with two optional one-year periods Submitted by Chief Operating Officer Senior Assistant General Manager - Water System and Chief Administrative Officer

RESOLUTION NO 19363

WHEREAS this contract is to furnish and deliver Meters Cold Positive Displacement Type and

WHEREAS Neptune Technology Group Inc is the lowest compliant bidder under Specification No 199 and

WHEREAS the Los Angeles Department of Water and Powers (LADWP) Water System recommends that Neptune Technology Group Inc be awarded a contract under Specification No 199

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NOW THEREFORE BE IT RESOLVED that Neptune Technology Group Inc is awarded Contract No 199 for a total maximum amount not to exceed $2269229300 which includes all optional periods for a term of one-year with two optional one-year extensions under Specification No 199 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the President or Vice President 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 contract for and on behalf of the LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee is hereby authorized and directed to draw demands upon the Water Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 199 and this Resolution

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO7 - Authorizes award of Specification No 217 to Furnish and Deliver Broadcaster Network Equipment and Software to Evertz Microsystems Ltd for a total amount not to exceed $4750000 for a term of one year with four optional one-year periods Council approval is required Submitted by Chief Operating Officer and Chief Administrative Officer RESOLUTION NO 19364

WHEREAS the Los Angeles Department of Water and Power (LADWP) identified broadcaster video network service as an innovative growth opportunity serving Los Angeles extensive entertainment industry and developed the VideoMAN infrastructure and

WHEREAS this contract is to furnish broadcaster video network equipment and software providing LADWP with the spares and upgrades to meet the demands for this service and

WHEREAS without a contract the LADWP will not be able to support its existing customers and will suffer customer and revenue loss and

WHEREAS LADWPs Joint System recommends a sole source contract be awarded to Evertz Microsystems Ltd (Evertz) the manufacturer of the original equipment and

WHEREAS this contract combined with previous contracts with Evertz constitutes continued contracting exceeding the three year time period set by Ordinance

THEREFORE BE IT RESOLVED that Evertz Microsystems Ltd is awarded a sole source contract under City Charter Section 371(e)(7) for a total amount not to exceed $475000000 which includes all optional periods for a term of one year with four optional one-year periods under Specification No 217 approved as to form and legality by the City Attorney and on file with the Secretary of the Board

BE IT FURTHER RESOLVED that the ChiefAccounting Employee upon proper certification is authorized and directed to draw demands on the Water and Power Revenue Fund in accordance with the terms of this contract awarded pursuant to Specification No 217 and this resolution

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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 the Assistant Secretary or the Acting Secretary of the Board be and they are hereby authorized and directed to execute said Agreements for and on behalfof LADWP after approval by the Los Angeles City Council pursuant to Administrative Code 105

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 20 - Authorizes execution of Confidentiality Agreement DWP No BP 11-001 with California High-Speed Rail Authority in order to assist in its design and development of the California High Speed Rail Project for a term of three years and at no cost Submitted by Chief Operating Officer and Senior Assistant General Manager - Power System

RESOLUTION NO 011-196

WHEREAS California High Speed Rail Authority (CHSRA) desires to engage in a Cocentidentiality Agreement with the Los Angeles Department of Water and Power (LADWP) to maintain proprietary matters confidential for security purposes and

WHEREAS LADWP and CHSRA recognize that utility infrastructure information must remain confidential for security purposes and

WHEREAS CHSRA needs to review the confidential information ofLADWP to design and develop the California High-Speed Train Project The expiration will be three years from the date ofapproval

NOW THEREFORE BE IT RESOLVED that the Confidentiality Agreement DWP No BP 11-001 approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP and High Speed Rail Authority be and the same is hereby approved and

BE IT FURTHER RESOLVED that the President or the Vice President of the Board or the General Manager or such person as he shall designate in writing and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized and directed to execute the Agreement for and on behalf of LAD WP

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 21- Authorizes execution ofAmended Memorandum of Understanding on Imperial Valley Geothermal Feasibility and Exploration LADWP No BP 09-025A with the Imperial Irrigation District Southern California Public Power Authority and the Cities of Burbank Glendale Colton and Pasadena The amendment will change a number of provisions in the MOU including adding 160 acres ofLADWP owned property LADWP expenditures will not exceed $18 million and the term is for six years from 2011 to 2016 Submitted by ChiefOperating Officer and Senior Assistant General Manager - Power System

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RESOLUTION NO 011-197

WHEREAS the original Memorandum ofUnderstanding (MOU) of Imperial Valley Feasibility and Exploration LADWP No BP 09-025 among the Los Angeles Department of Water and Power (LADWP) Imperial Irrigation District (lID) Cities of Burbank Glendale Colton Pasadena and the Southern California Public Power Authority (SCPPA) was approved by this Board ofWater and Power Commissioners (Board) on September 1 2009 under Resolution No 010-081 and

WHEREAS the Board conditionally approved Geothermal Lease Agreement No1 LADWP No BP 09-028 on September 15 2009 under Resolution No 010-100 upon the prerequisite that LADWP add its procurement policies and procedures to the original MOU and

WHEREAS the lID Board concurrently requested an amendment to the original MOU to incorporate an Exploration Structure Due Diligence Effort as a precondition to its approval of the MOU and

WHEREAS the parties of the original MOU renegotiated the terms and conditions to include an additional 160 acres ofreal property owned by LADWP LADWPs procurement policies and procedures and incorporate a preliminary assessment identified as the Exploration Structure Due Diligence Effort

NOW THEREFORE BE IT RESOLVED that the Amended MOU on Imperial Valley Feasibility and Exploration LADWP No BP 09-025A among LADWP lID Cities of Burbank Glendale Colton Pasadena and SCPP A 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 General Manager or Acting General Manager or such person that the General Manager or Acting General Manager shall designate in writing is hereby authorized and directed to execute the Amended MOU for and on behalf ofLADWP

BE IT FURTHER RESOLVED that the funding for the Imperial Valley Feasibility and Exploration project previously approved by this Board on September 1 2009 under Resolution No 010-081 shall remain in effect subject to the reapportionment identified within the Amended MOU (LADWP No BP09-025A) and related appendices

BE IT FURTHER RESOLVED that the General Manager or Acting General Manager or such person that the General Manager or Acting General Manager designates in writing is hereby authorized to perform all duties and obligations as project manager set forth in the Amended MOU

BE IT FURTHER RESOLVED that the Chief Accounting Employee upon proper certification is authorized and directed to draw demands on the Power Revenue Fund in payment of the obligations arising from or related to exploration costs and manage any payment offset or credits for any applicable annual rental payments in accordance with the terms and conditions ofthe Amended MOU on Imperial Valley Feasibility and Exploration (LADWP No BP 09-025A)

Approval moved by Commissioner Holoman

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

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ITEM NO 26 - Authorizes LADWPs General Manager to Execute Amendment No 10 Lease PRC 80799 with the California State Lands Commission allowing LADWP to implement gravel cover as Best Available Control Measures on 203 square miles of area on Owens Lake Total costs estimated to be $165473750 and term is December 102010 to May 1 2019 Submitted by Chief Operating Officer and Senior Assistant General Manager shyWater System

RESOLUTION NO 011-198

WHEREAS the Los Angeles Department of Water and Power (LADWP) as part of construction and implementation of the Owens Lake Dust Mitigation Program (OLDMP) has implemented dust mitigation measures and constructed facilities on portions of Owens Lake on sections of State land under the jurisdiction of the California State Lands Commission (CSLC) and

WHEREAS OLDMP activities have been allowed among other authorizations under Lease PRC 80799 and its nine amendments with CSLC and

WHEREAS LADWP is required by the Great Basin Unified Air Pollution Control District (GBUAPCD) to implement OLDMP Phase 8 gravel cover as Best Available Control Measures by November 6 2012 on certain sections of State land under the jurisdiction of CSLC and

WHEREAS on December 102010 CSLC approved Lease PRC 80799 Amendment No 10 that incorporates activities of the OLDMP Phase 8 into Lease PRC 80799 and

WHEREAS CSLC has sent Lease PRC 80799 Amendment No 10 for execution by the General Manager ofLADWP and

WHEREAS the cost of complying with the lease conditions such as purchase of Carbon OffsetslRenewable Energy Public Trust Value mitigation and Attorneys Fees commitment in Lease PRC 80799 Amendment No10 require the City of Los Angeles Board of Water and Power Commissioners approval and

WHEREAS the cost of complying with the lease conditions is estimated to be $165473750 and

WHEREAS Lease PRC 80799 and the first eight amendments duration is for 20 years and covers LADWPs various dust control measures operations and activities from May 1 1999 to May 12019 and

WHEREAS Lease PRC 80799 Amendment No 9s duration is for three years from June 28 2010 or until such time as a Master Plan for Owens Lake is approved by the CSLC and covers LADWPs tillage dust control measures operations and activities and

WHEREAS Lease PRC 80799 Amendment No 10s duration is from December 102010 to May 12019 and

NOW THEREFORE BE IT RESOLVED that Lease PRC 80799 Amendment No1 0 approved as to form and legality by the City Attorney and filed with the Secretary of the Board between the Department of Water and Power of the City of Los Angeles and the California State Lands Commission be and the same is hereby ratified and approved and

BE IT FURTHER RESOLVED that the President or Vice President of this Board or General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to ratify and execute said lease amendment for and on behalf of the LADWP

Approval moved by Commissioner Parfrey

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Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey

Noes None

ITEM NO 38 - A written recommendation was received from the Chief Operating Officer and Interim Chief Financial Officer approved by the General Manager recommending the adoption of a resolution approved as to form and legality by the City Attorney authorizing execution ofAgreement No47002 with P A Consulting Group Inc to analyze and assist the Los Angeles Department ofWater and Power to develop a revenue requirement and rate structure

This item was withdrawn

ITEM NO 43 - Adopts an ordinance by the Council of the City ofLos Angeles transferring surplus money from the Power Revenue Fund to the City Reserve Fund during the 20102011 fiscal year the sum of$258815000 Council approval by ordinance is required Submitted by Chief Operating Officer and Interim Chief Financial Officer

RESOLUTION NO 011-199

BE IT RESOLVED

1 That the Charter provides that this Board may after the close ofa fiscal year consent to a transfer of surplus money from the Power Revenue Fund to the Reserve Fund of the City based on audited financial data and

2 That this Board finds and determines after first considering and subject to all covenants made by the Department with respect to transfers from the Power Revenue Fund that there is surplus money in the Power Revenue Fund as of the close of fiscal year 200911 0 and consents to the transfer of $258815000 of said surplus money to the Reserve Fund of the City during fiscal year 201011 and pursuant to the terms ofthis resolution and

3 That this Board does further consent that the Council ofThe City ofLos Angeles adopt an ordinance in words and figures substantially as follows to wit

ORDINANCE NO

An ordinance directing the transfer of surplus money from the Power Revenue Fund of the Department of Water and Power to the Reserve Fund ofThe City of Los Angeles during Fiscal Year 20 WIll

THE PEOPLE OF THE CITY OF LOS ANGELES DO ORDAIN AS FOLLOWS

Section 1 Subject to audited fmancial data for fiscal year ended 200910 and all covenants made by the Department of Water and Power (Department) with respect to transfers from the Power Revenue Fund and subject to there having been and only to the extent that there was surplus money in the Power Revenue Fund at the close of the 200910 fiscal year and subject to the declaration ofconsent adopted by the Board of Water and Power Commissioners it is hereby directed that $258815000 be transferred from the Power Revenue Fund of the Department to the Reserve Fund of the City during the 201011 fiscal year

Section 2 The City Clerk shall certify to the passage of this ordinance and have it published in accordance with Council policy either in a daily newspaper circulated in the City of Los Angeles or by posting for ten days in three public places in the City ofLos Angeles one copy on the bulletin board located in the Main Street entrance to the Los Angeles City Hall

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one copy on the bulletin board located at the Main Street entrance to the Los Angeles City Hall East and one copy on the bulletin board located at the Temple Street entrance to the Los Angeles County Hall ofRecords

BE IT FURTHER RESOLVED that after the adoption of an ordinance as set forth in (3) above the Chief Accounting Employee of this Department is directed upon certification by the General Manager to cause to be transferred $129407000 within 10 days after the effective date of the ordinance in one lump sum payment from the Power Revenue Fund of the Department to the Reserve Fund ofthe City and to cause to be transferred the remaining amount in equal monthly installment payments from the Power Revenue Fund of the Department to the Reserve Fund of the City so that by June 30 2011 $258815000 has been paid Such transfers shall be made only after the City has paid the Power Revenue Fund all monthly charges for power services for which the City was billed by the Department

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 44 - Authorizes execution ofAgreement No WR 10-1030 with the Los Angeles Department ofPublic Works Bureau of Sanitation and West Basin Municipal Water District for Recycled Water Services to the Los Angeles Harbor Area for the design construction and operation of the facilities needed to produce and convey 9300 acre-feet per year of recycled water to LADWPs large industrial and irrigation customers LADWP will fund up to $111979472 for new and existing capital improvements and the initial term ofthirty years which may be extended in increments often years Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-200

WHEREAS one of the primary goals of the Los Angeles Department ofWater and Power (LADWP) is to ensure that the City of Los Angeles (City) has a reliable water supply and

WHEREAS in response to the Citys potable water supply challenges LADWP in 2008 prepared the Water Supply Action Plan titled Securing LAs Water Supply that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

WHEREAS LADWP entered into a 25-year agreement (adopted by the Board under Resolution No 91-0344) with the Los Angeles Department ofPublic Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) on June 3 1991 which allows WBMWD to purchase secondary effluent from the PW BOS Hyperion Treatment Plant (HTP) and in exchange LADWP is allowed to purchase 25000 AFY of tertiary treated Title 22 recycled water from WBMWD at an amount no greater than WBMWDs actual cost to produce and reconvey the recycled water back to LADWP and

WHEREAS WBMWD owns and operates the Juanita Millender-McDonald Carson Regional Water Recycling Plant (CRWRP) located in the City of Carson just north of the LADWP service area and

WHEREAS the Harbor Refineries Recycled Water Pipeline Project currently being constructed will provide the delivery method for recycled water in the Los Angeles Harbor Area to large industrial and irrigation customers and will include a point-of-connection at the Los Angeles City boundary with the City of Carson and

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WHEREAS to accomplish delivery of nitrified Title 22 recycled water to Los Angeles Harbor Area customers new treatment facilities need to be constructed at the CRWRP including expansion of the nitrification treatment facilities at the CRWRP as well as the construction of a pipeline in the City of Carson to a point-of-connection at the boundary to the City of Los Angeles and

WHEREAS PWBOS agrees to supply secondary effluent from the HTP to WBMWD and LADWP agrees to purchase tertiary treated disinfected nitrified Title 22 recycled water from WBMWDand

WHEREAS WBMWD has agreed to provide a reliable source of nitrified Title 22 recycled water to the Los Angeles Harbor Area and

WHEREAS the facilities being built by WBMWD and the dedicated current facilities owned by WBMWD to assist LADWP with supplying recycled water will benefit the citizens of Los Angeles for 30 years

NOW THEREFORE BE IT RESOLVED that the proposed Agreement approved as to form and legality by the City Attorney and filed with the Secretary ofthe Board between LADWP PWBOS and WBMWD be and the same is hereby approved and

BE IT FURTHER RESOLVED that the ChiefAccounting Employee of the LADWP upon proper certification is authorized and directed to draw demands on the Water Revenue Fund in payment of the obligations arising under this Agreement

BE IT FURTHER RESOLVED that the President or Vice President of this Board or the General Manager or such person as he shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of this Board are hereby authorized empowered and directed to execute said Agreement No WR 10-1030 for and on behalf of LADWP

BE IT FURTHER RESOLVED that the Chief Accounting Employee will recognize the funds paid to WBMWD to construct to expand and to dedicate WBMWDs assets so as to have the ability to serve LADWP shall be accounted for as a regulatory asset of the Water System that will be amortized over the life of the project which is 30 years

Approval moved by Commissioner Parfrey

Seconded by Commissioner Holoman and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 45 - Authorizes execution ofAmendment No 1 to Agreement with Los Angeles Public Works Bureau of Sanitation and West Basin Municipal Water District (Resolution No 91-0344) This Amendment supports the City of Los Angeles commitment to maximize the reuse ofwastewater effluent for beneficial reuse The term remain the same Submitted by Chief Operating Officer and Senior Assistant General Manager - Water System

RESOLUTION NO 011-201

WHEREAS in response to the City of Los Angeles (City) potable water supply challenges LADWP in 2008 prepared Securing LAs Water Supply a water supply action plan that includes a goal of offsetting 50000 acre-feet per year (AFY) of potable water with recycled water and

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WHEREAS LADWP has identified the potential for significant amounts of recycled water usage for industrial purposes in the Los Angeles Harbor Area (Harbor Area) and

WHEREAS there is an existing agreement adopted by the Board under Resolution No 91-0344 (Agreement) among and between LADWP the Los Angeles Department of Public Works Bureau of Sanitation (PWBOS) and the West Basin Municipal Water District (WBMWD) that allows for the conveyance ofsecondary effluent produced at the PWBOS Hyperion Wastewater Treatment Plant (HTP) to the WBMWD Edward C Little Water Recycling Plant (ECL) in EI Segundo California for tertiary treatment and subsequent beneficial reuse and

WHEREAS to provide recycled water to the Harbor Area and to adjacent areas Amendment No 1 to Agreement (Amendment) is necessary to increase WBMWDs secondary effluent wastewater conveyance capability by expanding their existing pump station located at the HTP to a planned ultimate capacity of 70 million gallons per day (MGD) to convey secondary effluent from HTP to ECL and

WHEREAS the PWBOS has the resources and technical expertise to perform wastewater source control pollution prevention and the public outreach activities necessary to comply with all required recycled water regulatory requirements imposed by the State of California Department of Public Health and California Regional Water Quality Control Board and

WHEREAS designating PWBOS as the responsible agency to perform source control will ensure compliance with National Pollution Discharge Elimination Systems permit requirements for which PWBOS will be reimbursed by WBMWD

NOW THEREFORE BE IT RESOLVED that the proposed Amendment approved as to form and legality by the City Attorney and filed with the Secretary of the Board to increase secondary effluent wastewater conveyance and to designate PWBOS as the agency responsible for wastewater source control is hereby approved

BE IT FURTHER RESOLVED that the President or Vice President of this Board the General Manager or such person as the General Manager shall designate in writing as his designee and the Secretary Assistant Secretary or the Acting Secretary of the Board are hereby authorized empowered and directed to execute said Amendment for and on behalfof LADWP

Approval moved by Commissioner Holoman

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

ITEM NO 46 - A written recommendation was received from the Personnel Relations Committee that the Board approve their report relative to Grievance No B-074-09 filed by Mr James R Cole

Approval moved by Commissioner Parfrey

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 41

The following items were presented by the Secretary and ordered filed

ITEM NO 47-A - A report from the Interim Chief Financial Officer showing receipts disbursements and cash balances of the Water and Power Revenue Funds for the month ending December 312010 as follows

REVENUE FUNDS (in thousands)

WATER POWER Beginning Balance December 1 2010 $ 281806 $ 688330

ADD Customer Collections 110560 297326 DWP Interfund Transfers 89106 29923 IPP Subordinated Notes 11343 Other City Departments 6040

Total Receipts $ 199931 $ 344632

LESS Payments to Vendors 62276 237418 Bond Redemption and Interest 57863 124941 Payrolls 23817 52513 SewerlUtility Taxes 38316 49427 DWP Interfund Transfers 36036 42291 Other City Departments 8377 Total Disbursements $ 218321 j 514~967

Ending Balance December 31 2010 $ 263416 $ 517995

ITEM NO 47-B - Monthly report ofactivities for the following units

bull Water System (December 2010)

bull Power System (November 2010)

bull Financial Services Organization (November 2010IDecember 2010)

ITEM NO 47-C - Reports for informational purposes

bull Quarterly Status Report on Water Quality Regulatory Compliance Projects

bull Investment Report Quarter Ending September 30 2010

bull Legislative and Regulatory Update

THE BOARD shall recess to closed session for a conference with legal counsel regarding

A Existing litigation in the following matter

1 Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

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REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 42

2 City of Los Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

B Anticipated litigation in the following matters

1 Discussion regarding initiation of litigation (1 case) pursuant to Subdivision (c) of Section 549569 of the California Government Code

2 Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

MEETING RECESSED at 1240 pm

MEETING RECONVENED at 1250 pm

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 lO22 AM Page 43

Los Angeles California February 12011

MINUTES OF CLOSED SESSION OF THE BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

HELD IN ROOM 1555-H FEBRUARY 12011

1250 PM

Meeting called to order by President Thomas S Sayles and roll called

Present Commissioners President Sayles Eric Holoman Christina E Noonan Jonathan Parfrey

Absent None

A quorum present

In attendance were the following

Ronald O Nichols General Manager Martin L Adams Director of Water Operations Oscar Alvarez Electrical Engineer Aram H Benyamin Senior Assistant General Manager - Power System Joseph Brajevich Assistant General Counsel Water and Power Dirk Broersma Assistant City Attorney Richard M Brown General Counsel Water and Power Priscila Castillo Deputy City Attorney Michael A Coia Executive Director ofPower System Operations and Maintenance Lonnie Eldridge Deputy City Attorney James B McDaniel Senior Assistant General Manager - Water System Lorraine Paskett Senior Assistant General Manager - Sustainability Programs

and External Affairs Ann M Santilli Interim Chief Financial Officer Mark J Sedlacek Director of Environmental Affairs Kenneth Silver Electrical Service Manager Eskel H Solomon Assistant City Attorney Cecilia KT Weldon Chief Administrative Officer

Also in attendance

David Kim Mayors Office

A CLOSED SESSION was held for a conference with legal counsel regarding

Existing litigation in the following matters

ITEM NO 49 Al Allstate Insurance v Los Angeles Department ofWater and Power Los Angeles Superior Court Case Number BC448561 pursuant to subdivision (a) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 44

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$14263507 to Allstate Insurance Company in full and complete settlement ofLADWP Claim Number 1026286

RESOLUTION NO 011-202

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Power Revenue Fund in the sum of $14263507 to be paid in the form ofa draft to Allstate Insurance Company Said payment is in full compromise and complete settlement ofLADWP Claim Number 1026286 which arose out of fire damage to personal and real property at 4333 Griffin Avenue Los Angeles California on September 25 2009 The City Attorney is hereby authorized to deliver said draft to Allstate Insurance Company andor the Law Office of Cuibreth amp Schroeder LLR upon receipt of a properly executed Full Release of All Claims and Request for Dismissal

Seconded by President Sayles and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Anticipated litigation in the following matter

ITEM NO 49 B2 (1st case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(1) of Section 549569 of the California Government Code

Discussion held - action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$5935695 to Landmark Property Management Group LLC in full compromise and complete settlement ofLADWP Claim Number 1027520

RESOLUTION NO 011-203

BE IT RESOLVED by the Board of Water and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $5935695 to be paid as follows a draft in the amount of $5935695 payable to Landmark Property Management Group LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1027520 which arose out of damage done to the structure known as the Santa Fe Loft Apartments at 121 East Sixth Street Los Angeles on August 5 2010 as the result of a Water System water main break The City Attorney is hereby authorized to deliver said draft to Landmark Property Management Group LLC upon receipt ofa properly executed Full Release of All Claims and Request for Dismissal

Seconded by Commissioner Noonan and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 120111022 AM Page 45

Anticipated litigation in the following matter

ITEM NO 49 B2 (20d case) - Discussion regarding significant exposure to litigation (3 cases) pursuant to Subdivision (b)(l) of Section 549569 of the California Government Code

Discussion held action taken Resolution adopted

Commissioner Holoman moved adoption of the following resolution approved as to form and legality by the City Attorney

Authorizes payment of$8000000 to National Subrogation Services in full compromise and complete settlement ofLADWP Claim Number 1025898-19

RESOLUTION NO 011-204

BE IT RESOLVED by the Board ofWater and Power Commissioners of the City of Los Angeles that the ChiefAccounting Employee be and is hereby authorized and directed upon proper certification to authenticate and deliver to the City Attorney a demand on the Water Revenue Fund in the sum of $8000000 to be paid as follows a draft in the amount of $8000000 payable to National Subrogation Services LLC Said payment is in full compromise and complete settlement ofLADWP Claim Number 1025898-19 which arose out of damage to the business known as Canyon Beachwear located at 13035 Ventura Boulevard Studio City on September 52009 The City Attorney is hereby authorized to deliver said draft to National Subrogation Services LLC upon receipt of a properly executed Full Release ofAll Claims and Request for Dismissal

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Existing litigation in the following matter

ITEM NO 49 A2 - City ofLos Angeles v Tesoro Refining and Marketing Company Los Angeles Superior Court Case No BC382649 pursuant to subdivision a) of Section 549569 of the California Government Code

Discussion held - no action taken

Anticipated litigation in the following matter

ITEM NO 49 B2 (3rd case) - Discussion regarding significant exposure to litigation (3 caSes) pursuant to Subdivision (b )(1) of Section 549569 of the California Government Code

Discussion held - action taken but not a final action that was reportable

Anticipated litigation in the following matter

ITEM NO 49 Bl- Discussion regarding initiation oflitigation (l case) pursuant to subdivision (c) of Section 549569 of the California Government Code

Discussion held - no action taken

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REGULAR MEETING OF COMMISSIONERS (Continued) FEBRUARY 12011 1022 AM Page 46

COMMISSIONER NOONAN moved the meeting be adjourned

Seconded by Commissioner Parfrey and carried by the following vote

Ayes Commissioners Holoman Noonan Parfrey President Sayles

Noes None

Meeting adjourned at 1 30 pm

An announcement was made in the Board Room regarding adoption ofthree resolutions one pertaining to the settlement of Los Angeles Superior Court Case Number BC448561 and two pertaining to the settlement ofLADWP Claim Number 1027520 and LADWP Claim Number 1025898-19

SIGNED

~AtrufL~~ SECRETARY

ATTEST

vs~ PRES~T

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