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[Project Vote] <br />RESOLUTION NO. 2011-026 <br />RESOLUTION RELATING TO THE PALO VERDE PROJECT: <br />(I) AUTHORIZING THE NEGOTIATION AND EXECUTION AND <br />DELIVERY OF ONE OR MORE REIMBURSEMENT AGREEMENTS <br />RELATING TO THE AUTHORITY'S POWER PROJECT REVENUE <br />BONDS, 2008 SUBORDINATE REFUNDING SERIES A AND POWER <br />PROJECT REVENUE BONDS, 2008 SUBORDINATE REFUNDING <br />SERIES B; (II) AUTHORIZING THE EXECUTION AND DELIVERY OF <br />A REMARKETING MEMORANDUM RELATING TO SUCH BONDS; <br />(III) AUTHORIZING CERTAIN RELATED DOCUMENTS AND <br />ACTIONS; AND (IV) AUTHORIZING THE OFFICERS OF THE <br />AUTHORITY TO DO ALL OTHER THINGS DEEMED NECESSARY OR <br />ADVISABLE <br />WHEREAS, on August 28, 2008, the Southern California Public Power Authority (the <br />"Authority") issued $49,915,000 of Power Project Revenue Bonds, 2008 Subordinate Refunding <br />Series A (Palo Verde Project) (the "2008 Series A Subordinate Bonds") and $49,915,000 of <br />Power Project Revenue Bonds, 2008 Subordinate Refunding Series B (Palo Verde Project) (the <br />"2008 Series B Subordinate Bonds" and together with the 2008 Series A Subordinate Bonds, the <br />"2008 Subordinate Bonds"); <br />WHEREAS, the 2008 Subordinate Bonds were issued in a weekly interest rate mode, <br />with the 2008 Series A Subordinate Bonds initially supported by a letter of credit provided by <br />JPMorgan Chase Bank, National Association (the "2008 Series A Letter of Credit"), and the <br />2008 Series B Subordinate Bonds initially supported by a letter of credit provided by Dexia <br />Credit Local, acting through its New York Branch (the "2008 Series B Letter of Credit"); <br />WHEREAS, each of the 2008 Series A Letter of Credit and 2008 Series B Letter of <br />Credit has a scheduled termination date of August 26, 2011; <br />WHEREAS, the Authority has determined to provide for the replacement of the 2008 <br />Series A Letter of Credit and the 2008 Series B Letter of Credit prior to their scheduled <br />termination and has received a proposal from Citibank, N.A. (the "Letter of Credit Proposal"), <br />which is the lowest cost proposal received by the Authority, setting forth the preliminary terms <br />and conditions on which such replacement letters of credit will be provided; <br />WHEREAS, in connection with the replacement letters of credit, the Authority will enter <br />into one or more Reimbursement Agreements and certain other agreements related thereto with <br />Citibank, N.A. and/or such other financial institution(s) as may be selected by one of the officers <br />or the Executive Director authorized hereunder (the `Bank"); <br />WHEREAS, on the basis of the Letter of Credit Proposal, on May 2, 2011, the Finance <br />Committee of the Authority recommended that the Authority, after approval by the Board of <br />Directors, proceed with the negotiation of one or more Reimbursement Agreements pursuant to <br />which such replacement letters of credit will be delivered; and <br />77063729.3 <br />