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[Roll Call Vote] <br />RESOLUTION NO. 2013-060 <br />RESOLUTION OF THE BOARD OF DIRECTORS OF THE <br />SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY <br />RELATING TO THE APEX POWER PROJECT (AS DEFINED <br />HEREIN): (I) AUTHORIZING THE EXECUTION AND DELIVERY <br />OF AN ASSET PURCHASE AGREEMENT AND RELATED <br />DOCUMENTS FOR THE ACQUISITION OF AN EXISTING <br />NATURAL GAS COMBINED CYCLE FACILITY LOCATED IN <br />CLARK COUNTY, NEVADA; (II) AUTHORIZING THE <br />PREPARATION OF ALL DOCUMENTS NECESSARY OR <br />APPROPRIATE TO SELL AND ISSUE PROJECT REVENUE <br />BONDS, NOTES OR OTHER OBLIGATIONS OF THE <br />AUTHORITY, PROCEEDS OF WHICH WILL BE USED, AMONG <br />OTHER THINGS, TO PAY FOR THE ACQUISITION OF THE <br />APEX POWER PROJECT; (III) AUTHORIZING THE SELECTION <br />AND APPOINTMENT OF UNDERWRITERS FOR THE BONDS, <br />NOTES OR OTHER OBLIGATIONS OF THE AUTHORITY; <br />(IV) AUTHORIZING CERTAIN RELATED ACTIONS; AND <br />(V) AUTHORIZING THE OFFICERS AND THE EXECUTIVE <br />DIRECTOR OF THE AUTHORITY TO DO ALL OTHER THINGS <br />DEEMED NECESSARY OR ADVISABLE <br />WHEREAS, the Southern California Public Power Authority (the "Authority") and <br />the City of Los Angeles, acting by and through the Department of Water and Power <br />("LADWP"), pursuant to a Study Project established by the adoption of Resolution No. <br />2013-019 by Authority's Board of Directors on April 18, 2013, are investigating the <br />acquisition of a natural gas combined cycle facility with a nameplate winter capacity of <br />approximately 534 megawatts and a nameplate summer capacity of approximately 527 <br />megawatts, located in North Las Vegas, Nevada, which is owned by Las Vegas Power <br />Company, LLC (the "Apex Power Project"); and <br />WHEREAS, LADWP has evaluated the Apex Power Project and subject to final <br />due diligence and review by the Board of Water and Power Commissioners and Los <br />Angeles City Council of a final decision to commit to the Project, LADWP desires that the <br />Authority obtain the ownership of the Apex Power Project and sell all output from the <br />Apex Power Project to LADWP; and <br />WHEREAS, representatives of the Authority and LADWP have participated in <br />negotiations with representatives of Las Vegas Power Company, LLC of the terms and <br />conditions of an Asset Purchase Agreement with the Las Vegas Power Company, LLC and <br />related agreements, documents and instruments attached to the Asset Purchase Agreement <br />(together, the "Asset Purchase Agreement") necessary to effect the acquisition by the <br />57196294.2 <br />
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