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NOW, THEREFORE, BE IT RESOLVED BY the Board of Directors of the Southern <br />California Public Power Authority as follows: <br />1. The Board of Directors hereby delegates to the Executive Director of the <br />Authority, all right, power and authority to negotiate those terms and conditions with respect to <br />the proposed Power Purchase Agreement, the Power Sales Agreements and all other agreements <br />necessary to effectuate the transactions contemplated as part of the Milford Corridor Wind <br />Project, as in the best judgment of the Executive Director shall best carry forth the respective <br />interests of SCPPA and the respective Project Participants. <br />2. The Executive Director is hereby delegated the authority and is authorized and <br />empowered to carry out those actions necessary to negotiate, consummate execute and deliver a <br />Power Purchase Agreement and such Power Sales Agreements, as may be deemed appropriate to <br />carry forth the transactions and goals of the Milford Corridor Wind Project. <br />3. Upon the consummation of negotiation by the Executive Director of the final <br />form of the Power Purchase Agreement and the Power Sales Agreements and of those <br />supplemental and other agreements necessary to effectuate the transactions contemplated to be <br />necessary or advisable as part of the Milford Corridor Wind Pro-ject, each of the President and <br />Vice President of the Authority is hereby authorized and directed to execute and deliver such <br />Power Purchase Agreement and Power Sales Agreements and such other agreements as may be <br />deemed necessary or advisable to effectuate the goals of the Project, with such changes, <br />modifications, insertions and omissions as shall be approved by said President or Vice President <br />following the final negotiation of the same (such approval to be conclusively evidenced by her or <br />his execution and delivery thereof), and each of the Secretary and any Assistant Secretary is <br />hereby authorized to attest to such signature. <br />4. The Executive Director is authorized to negotiate, execute and deliver on behalf <br />of the Authority, pursuant to the delegation of authority provided herein, a Power Purchase <br />Agreement as set forth herein, which provides for a prepayment of electric energy and which <br />contemplates the financing of such prepayment through the issuance of bonds of the Authority; <br />and the issuance of such bonds as may be necessary to finance such prepayment is hereby <br />authorized. <br />5. The firm of Lehman Brothers is hereby approved to be the proposed underwriter <br />for the prepayment bond issuance contemplated as part of the transactions set forth herein. <br />6. Each of the President and Vice President of the Authority is hereby authorized <br />and directed to execute and deliver, after consultation with the Executive Director such <br />agreements, amendments to agreements and such other approvals, acceptances, instruments or <br />documents all 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 and to affix the seal <br />of the Authority thereto.