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bonds issued by the Authority for the Linden Wind Energy Project and all of the Authority's <br />administrative, operation and maintenance costs associated therewith; and <br />WHEREAS, in connection with the Linden Wind Energy Project, the Project Participants <br />desire to enter into a Contract for Sale and Purchase of Linden Wind Energy with the Authority, <br />the form of which is now presented to this meeting, pursuant to which the City of Glendale will <br />sell and assign to LADWP, for the term described therein, its share of the facility output of the <br />Linden Wind Energy Project, including associated environmental attributes, and LADWP will <br />purchase and pay the cost of such share of the facility output, including associated environmental <br />attributes, all as provided in the Contract for Sale and Purchase of Linden Wind Energy; and <br />WHEREAS, the Authority and LADWP desire to enter into an Agency Agreement, the <br />form of which is now presented to this meeting, pursuant to which LADWP will act as project <br />manager and agent of the Project Participants in connection with the management and <br />administration of the Linden Wind Energy Project. <br />NOW, THEREFORE, BE IT RESOLVED BY the Board of Directors of the Southern <br />California Public Power Authority as follows: <br />1. Each of the President and Vice President of the Authority is hereby authorized <br />and directed to execute and deliver the Asset Purchase Agreement, between the Authority and <br />Northwest Wind Partners, LLC, in substantially the form on file with the Authority, and each of <br />such other agreements, documents and instruments the form of which is attached to the Asset <br />Purchase Agreement or which is contemplated by the terms of the Asset Purchase Agreement <br />and to which the Authority is to be a party or is to sign, each with such changes, insertions and <br />omissions as shall be approved by said President or Vice President (such approval to be <br />conclusively evidenced by her or his execution and delivery thereof), and each of the Secretary <br />and any Assistant Secretary is hereby authorized to attest to such signature. The form of the <br />Asset Purchase Agreement (including such other agreements, documents and instruments the <br />form of which is attached to the Asset Purchase Agreement) is hereby made a part of this <br />Resolution as though set forth in full herein and the same hereby is approved. <br />2. Each of the President and Vice President of the Authority is hereby authorized <br />and directed to execute and deliver a Linden Wind Energy Project Power Sales Agreement, <br />between the Authority and each of the Project Participants, each in substantially the forms on file <br />with the Authority, with such changes, insertions and omissions as shall be approved by said <br />President or Vice President (such approval to be conclusively evidenced by her or his execution <br />and delivery thereof), and each of the Secretary and any Assistant Secretary is hereby authorized <br />to attest to such signature. The forms of the Linden Wind Energy Project Power Sales <br />Agreements are hereby made a part of this Resolution as though set forth in full herein and the <br />same hereby are approved. <br />3. Each of the President and Vice President of the Authority is hereby authorized <br />and directed to execute and deliver the Contract for Sale and Purchase of Linden Wind Energy, <br />among the Authority, LADWP and the City of Glendale, in substantially the form on file with <br />the Authority, with such changes, insertions and omissions as shall be approved by said President <br />or Vice President (such approval to be conclusively evidenced by her or his execution and <br />delivery thereof), and each of the Secretary and any Assistant Secretary is hereby authorized to <br />F? <br />