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[Roll Call Vote] <br />RESOLUTION NO. 2013-079 <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 A POWER SALES AGREEMENT RELATING TO THE SALE <br />AND PURCHASE OF ALL OUTPUT FROM THE APEX POWER <br />PROJECT LOCATED IN CLARK COUNTY, NEVADA; (II) <br />AUTHORIZING THE EXECUTION AND DELIVERY OF THE <br />AGENCY AGREEMENT RELATING TO THE APEX POWER <br />PROJECT; AND (III) AUTHORIZING THE OFFICERS AND THE <br />EXECUTIVE DIRECTOR OF THE AUTHORITY TO DO ALL <br />OTHER THINGS 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 />2013-029 by the Authority's Board of Directors on April 18, 2013, are investigating the <br />acquisition of a natural gas combined cycle generating facility, nominally -rated at 531 <br />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 <br />Commissioners and the Los Angeles City Council to commit to purchase of the output <br />from the Apex Power Project, LADWP desires that the Authority obtain the ownership of <br />the Apex Power Project and sell all output from the 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 />Authority of the Apex Power Project, upon completion of review by the Board of Water <br />and Power 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 />WHEREAS, the Authority and LADWP desire to enter into the Apex Power <br />Project Power Sales Agreement (the "Power Sales Agreement"), whereby LADWP agrees <br />to pay all costs, liabilities and obligations of the Authority in connection with LADWP's <br />57340965.2 <br />
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