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[Project Vote] <br />RESOLUTION NO. 2013-003 <br />RESOLUTION OF THE BOARD OF DIRECTORS OF THE SOUTHERN <br />CALIFORNIA PUBLIC POWER AUTHORITY (I) APPROVING AND <br />AUTHORIZING EXECUTION AND DELIVERY OF A CONSENT AND <br />AGREEMENT WITH CERTAIN MEMBERS OF THE AUTHORITY <br />RELATED TO THEIR INTERESTS IN THE INTERMOUNTAIN POWER <br />PROJECT AND THE SOUTHERN TRANSMISSION SYSTEM; (II) <br />APPROVING AND AUTHORIZING EXECUTION AND DELIVERY OF A <br />SECOND AMENDMENT TO THE SOUTHERN TRANSMISSION <br />SYSTEM AGREEMENT BETWEEN THE AUTHORITY AND THE <br />INTERMOUNTAIN POWER AGENCY; AND (III) AUTHORIZING THE <br />OFFICERS OF THE AUTHORITY TO DO ALL OTHER THINGS <br />DEEMED NECESSARY OR ADVISABLE <br />WHEREAS, the Southern California Public Power Authority (the "Authority") and the <br />Intermountain Power Agency ("IPA") entered into that certain Southern Transmission System <br />Agreement, dated as of May 1, 1983, as amended by the First Amendment to the Southern <br />Transmission System Agreement, dated as of November 1, 2008, (together, the "STS <br />Agreement"), pursuant to which the Authority made payments -in -aid of construction to IPA to <br />fund the costs of constructing and upgrading the Southern Transmission System (the "Southern <br />Transmission System" or "STS") of the Intermountain Power Project ("IPP"); and <br />WHEREAS, certain of the Authority members, namely, the Cities of Anaheim, Burbank, <br />Glendale, Pasadena and Riverside, and the City of Los Angeles acting by and through the <br />Department of Water and Power (collectively the "California Purchasers") entered into Power <br />Sales Contracts with IPA dated as of August 1, 1980, as amended by the First Amendment to the <br />Power Sales Contracts dated as of August 1, 1980, and the Amendatory Power Sales Contracts <br />dated as of February 1, 1983 (collectively the "Power Sales Contracts"), pursuant to which the <br />California Purchasers acquired, among other interests, rights to capacity (including upgrade <br />capacity) in the Southern Transmission System (the "STS"); and <br />WHEREAS, the Authority and each of the California Purchasers entered into an <br />Agreement for the Acquisition of Capacity, dated as of May 1, 1983 (the "Capacity Acquisition <br />Agreements"), under which the California Purchasers assigned, transferred, conveyed, set over <br />and relinquished to the Authority their respective rights to capacity and related contract rights in <br />the Southern Transmission System, by which the Authority, utilizing such rights acquired under <br />the Capacity Acquisition Agreements, provides STS transmission service to the California <br />Purchasers pursuant to Transmission Service Contracts dated May 1, 1983; and <br />WHEREAS, each of the California Purchasers is contemplating entering into a Second <br />Amendatory Power Sales Contract with IPA (the "Second Amendatory Power Sales Contracts") <br />that would amend each California Purchaser's Power Sales Contract with IPA to provide for the <br />Gas Repowering (used herein as defined in the Second Amendatory Power Sales Contracts) of <br />