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RESOLUTION NO. 2009-19 <br />RESOLUTION OF THE BOARD OF DIRECTORS OF SOUTHERN <br />CALIFORNIA PUBLIC POWER AUTHORITY RELATING TO THE <br />APPOINTMENT OF A LEAD UNDERWRITER FOR THE WINDY <br />POINT PROJECT BONDS AND AUTHORIZING OFFICERS OF THE <br />AUTHORITY TO DO ALL THINGS DEEMED NECESSARY OR <br />APPROPRIATE <br />WHEREAS, the Finance Committee of the Southern California Public Power Authority <br />(the "Authority") has determined that it is in the best interest of the Authority to proceed with <br />preparing all documents necessary or appropriate to sell and issue bonds or other obligations (the <br />"Bonds"), proceeds of which will be used to acquire the Windy Point Project (the "Project") <br />located in Klickitat County in the State of Washington; and <br />WHEREAS, on February 9, 2009, the Finance Committee interviewed a number of <br />experienced investment banking firms capable of financing projects such as the Windy Point <br />Project. <br />NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Authority as <br />follows: <br />1. The Board of Directors hereby delegates to the Finance Committee the authority <br />to select, with the concurrence of the Executive Director, the lead underwriter of the Bonds, with <br />such appointment being subject to the negotiation of fees or other compensation acceptable to the <br />Finance Committee and subject, in addition, to the resolution to the satisfaction of the Finance <br />Committee of any conflicts which such an underwriter may have as a result of previous <br />relationships with the Project, and farther subject to such other conditions as determined by the <br />Finance Committee. The selection of the lead underwriter and such additional managers of the <br />Bonds as the Finance Committee may deem appropriate shall be carried out by those Authority <br />members participating in the Project by a vote of each such member's representative on the <br />Finance Committee voting in accordance with each participating member's project share <br />pursuant to the voting methodology established through the Renewable Electric Energy Resource <br />Project Development Agreement. <br />2. Each of the President, Vice President, Executive Director, Secretary and any <br />Assistant Secretary of the Authority, and any other officer of the Authority, is hereby authorized <br />and directed to do and cause to be done any and all acts and things necessary or appropriate for <br />carrying out the transactions contemplated by this Resolution. <br />3. Section 2 of Board Resolution 2008-47, adopted August 21, 2008, is hereby <br />rescinded. <br />This Resolution shall become effective immediately. <br />