LETTER OF AGREEMENT This Letter of Agreement (“Agreement”) is entered into by and between City of Los Angeles (“City”), by and through its Department of Water and Power (“DWP”), the International Brotherhood of Electrical Workers, Local 18 (“Local 18” or “the Union”), James. MeDaniel, Dave Thrasher, Michael F, Fleming, Brian D’Arcy, David Donovan, Dave Hanson, Jesse Mercado, Richard Llewellyn, Los Angeles City Controller Ron Galperin (“Controller”), and Los Angeles City Chief Administrative Officer Miguel Santana (“CAO”), which individuals and entities are referred to in this Agreement collectively as the “Parties,” and individually as a “Panty.” WHEREAS, the Controller has asserted that his inability to audit the Joint Safety Institute and the Joint Training Institute requires him to object to, and therefore withhold approval of, the payment of funds to the Joint Safety Institute and the Joint Training Institute, pursuant to Los Angeles City Charter Section 262, and whereas in consideration of this objection, the City Council and the Controller have agreed to the following as to payment of the funds to the TRUSTS; and WHEREAS, the Parties now desire to compromise and settle the following outstanding claims: (1) City of Los Angeles v. Brian D’Arcy (LASC BC 551103); (2) James McDaniel et al v. Brian D’Arey et al. (LASC BC 543782); (3) the Unfair Employee Relations Practice Claim brought by IBEW against DWP (UERP 1951,); and (4) the Grievance filed by the Union on or about July 23, 2014, as more fully set forth below; NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, including the mutual promises set forth below, the Parties agree as follows: Page 1 of 21L. Definitions As used in this Agreement, the following terms are defined below: A. EFFECTIVE DATE shall mean the date that this Agreement has been signed by all signatories, as indicated below. B, JOINT SAFETY INSTITUTE (“ISI”) shall mean the independent entity established through the Agreement and Declaration of Trust entered into by and between the DWP and IBEW in 2000, for the purpose of the “development and delivery of safety training programs, information sharing, mentoring, research and establishment of programs and systems to support this mutual objective.” C. JOINT TRAINING INSTITUTE (“JTI”) shall mean the independent entity established through the Agreement and Declaration of Trust entered into by and between the DWP and Local 18 in 2002, for the purpose of assisting the DWP to develop, implement, and identify training needs of IBEW employees, and to conduct research on the necessity for new training programs to enhance career mobility, job satisfaction, and life-long learning to improve DWP services to the public. D. TRUSTS shall collectively mean the JOINT TRAINING INSTITUTE and the JOINT SAFETY INSTITUTE. E, TRUST AGREEMENTS shall collectively mean the Agreements and Declarations of ‘Trust entered into by and between the DWP and Local 18 which established the JOINT SAFETY and the JOINT TRAINING INSTITUTE, in 2000 and 2002, respectively. Page 2 of 21EMPLOYER TRUSTEES shall mean those individuals appointed to serve on the Boards of Trustees of JSI and JTI by the DWP General Manager pursuant to the TRUST AGREEMENTS. UNION TRUSTEES shall mean those individuals appointed to serve on the Boards of Trustees of JSI and JTI by the Local 18 Business Manager pursuant to the TRUST AGREEMENTS. . TRUSTEES shall mean collectively the EMPLOYER TRUSTEES and the UNION TRUSTEES. GRIEVANCE shall mean the grievance filed by Local 18 against the DWP on or about July 23, 2014 pursuant to the DWP-IBEW Memorandum of Understanding. LAWSUITS shall collectively mean the following pending litigation: (1) City of Los Angeles v. Brian D’Arcy et al. (LASC BC 551103); and (2) James McDaniel et al v. Brian D’Arcy et al. (LASC BC 543782). The term LAWSUITS shall not include the litigation entitled D’Arcy, et al. v. Ron Galperin in his capacity as the Controller of the City of Los Angeles (LASC BS 146924) as well as any existing appeal, and any further appeals, therefrom (“D*Arcy v. Galperin”). UNFAIR PRACTICES CLAIM shall mean the Unfair Employee Relations Practice Claim (UERP 1951) filed on or about July 23, 2014 by Local 18 against the DWP. Page 3 of 21