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RESOLUTION NO. 2013-078 <br />RESOLUTION OF THE SOUTHERN CALIFORNIA <br />PUBLIC POWER AUTHORITY AUTHORIZING THE <br />AUTHORITY TO BECOME A WSPP MEMBER; <br />AUTHORIZING THE EXECUTIVE DIRECTOR TO <br />EXECUTE THE WSPP AGREEMENT; PROVIDING FOR <br />ADDITIONAL CONTRIBUTIONS TO THE AUTHORITY'S <br />REVOLVING GENERAL FUND; AND APPROVING <br />CERTAIN RELATED ACTIONS <br />WHEREAS, the Southern California Public Power Authority (also referred to <br />herein as "SCPPA" or the "Authority") was created pursuant to provisions contained in the Joint <br />Exercise of Powers Act found in Chapter 5 of Division 7 of Title 1 of the Government Code of <br />California, as amended from time to time (the "Act"), by its members (the "Members"), which <br />are municipalities and an irrigation district that supply electrical energy, in the State of <br />California, for the purpose of jointly and cooperatively undertaking the planning, financing, <br />development, acquisition, construction, improvement, betterment, repair, maintenance and <br />operation of projects for the generation or transmission of electric energy, including the <br />development and implementation of systems and frameworks for the acquisition of secure, long <br />term, economic, firm, reliable sources of electric energy including the development, utilization <br />and acquisition of facilities to provide renewable energy resources; and <br />WHEREAS, the Authority and the City of Los Angeles, acting by and through <br />the Department of Water and Power ("LADWP") pursuant to a Study Project established by the <br />adoption of Resolution No. 2013-029 by the Authority's Board of Directors on April 18, 2013, <br />are investigating the acquisition of a natural gas combined cycle generating facility, nominally - <br />rated at 531 megawatts, located in Clark County Nevada, which is owned by Las Vegas Power <br />Company, LLC (the "Apex Power Project"); and <br />WHEREAS, the Authority and LADWP have evaluated the Apex Power Project <br />and subject to final due diligence and approval by the Board of Water and Power Commissioners <br />and the Los Angeles City Council to commit to the Apex Power Project, LADWP desires that <br />the Authority obtain the ownership of the Apex Power Project and sell all output from the Apex <br />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 Authority <br />of the Apex Power Project, upon completion of review by the Board of Water and Power <br />Commissioners and the Los Angeles City Council; and <br />WHEREAS, pursuant to Resolution No. 2013-060 adopted on July 18, 2013, the <br />Board of Directors, among other things, authorized the execution and delivery of the Asset <br />Purchase Agreement; and <br />