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[Project Vote] <br />RESOLUTION NO. 2009-16 <br />RESOLUTION RELATING TO THE PALO VERDE PROJECT: <br />(I) AUTHORIZING THE EXECUTION AND DELIVERY OF (A) A <br />DEALER MANAGER AGREEMENT IN CONNECTION WITH A <br />TENDER OFFER FOR THE AUTHORITY'S POWER PROJECT <br />REVENUE BONDS, 1997 SUBORDINATE REFUNDING SERIES B <br />(PALO VERDE PROJECT) (TAXABLE), (B) AN INVITATION TO <br />TENDER, (C) A LETTER TO BONDHOLDERS AND (D) A LETTER TO <br />BROKERS AND (II) AUTHORIZING THE OFFICERS OF THE <br />AUTHORITY TO DO ALL THINGS DEEMED NECESSARY OR <br />ADVISABLE <br />WHEREAS, the Southern California Public Power Authority (the "Authority") has <br />heretofore issued $345,675,000 in aggregate principal amount of its Power Project Revenue <br />Bonds, 1997 Subordinate Refunding Series B (Palo Verde Project) (Taxable) (the "Bonds"); <br />WHEREAS,. on July 1, 2004, the Authority defeased the Bonds by funding an escrow <br />with certain federal securities (the "Defeasance Obligations"); <br />WHEREAS, the Authority has determined that it would be in its best interest to make a <br />tender offer (the "Tender Offer") for the Bonds, to purchase and cancel any Bonds so tendered, <br />to sell a portion of the Defeasance Obligations corresponding to the Bonds tendered and <br />purchased, and to retain the difference between the proceeds received from such sale of <br />Defeasance Obligations and the cost of purchasing tendered Bonds and the related expenses of <br />the Tender Offer; <br />WHEREAS, the Authority wishes to appoint Goldman, Sachs & Co. as the dealer - <br />manager (the "Dealer Manager") for the Tender Offer, pursuant to a Dealer Manager Agreement <br />between the Authority and the Dealer Manager; and <br />WHEREAS, in connection with the Tender Offer, there have been prepared forms of the <br />following documents: (i) an Invitation to Tender Bonds (the "Invitation to Tender"); (ii) a letter <br />from the Authority to the holders of the Bonds (the "Letter to Bondholders"); (iii) a letter from <br />the Authority to brokers, dealers, commercial banks, trust companies and nominees (the "Letter <br />to Brokers"); and (iv) a letter from such brokers, dealers, commercial banks, trust companies and <br />nominees to their clients with the tendering instructions to holders of the Bonds (the <br />"Instructions", and together with the Invitation to Tender, the Letter to Bondholders and the <br />Letter to Brokers, the "Tender Documents"). <br />NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Southern <br />California Public Power Authority as follows: <br />1. Each of the President and Vice President is hereby authorized to execute and <br />deliver the Dealer Manager Agreement, in the form on file with the Authority, with such <br />