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[Unanimous Vote Required] <br />RESOLUTION NO. 2009-40 <br />RESOLUTION RELATING TO THE TIETON HYDROPOWER <br />PROJECT: (I) DETERMINING THAT PROJECT MATTERS RELATING <br />TO THE TEITON HYDROPOWER PROJECT SHALL BE DECIDED BY <br />A MAJORITY VOTE OF THE BOARD OF DIRECTORS AND <br />(II) AUTHORIZING THE OFFICERS OF THE AUTHORITY TO DO ALL <br />THINGS DEEMED NECESSARY OR ADVISABLE <br />WHEREAS, the Joint Powers Agreement, dated as of November 1, 1980, among the <br />members of the Southern California Public Power Authority (the "Authority') (as amended, the <br />"Joint Powers Agreement") provides in Section 10(g) thereof that upon the unanimous vote of <br />the Board of Directors of the Authority, questions regarding Project Matters (as defined in the <br />Joint Powers Agreement) voted upon by the Board of Directors with respect to a project of the <br />Authority may be decided by a majority of the Project Votes (as defined in the Joint Powers <br />Agreement) cast thereon (instead of 80% of the Project Votes cast thereon); and <br />WHEREAS, Resolution No. 2008-40, which was approved by the Board of Directors <br />July 17, 2008, approved the Power Sales Agreement with respect the Tieton Hydropower Project <br />(the "Power Sales Agreement') which is structured to acquire hydroelectric energy for the <br />benefit of Project Participants (as defined therein) from Tieton Hydropower LLC, a State of <br />Washington limited liability company; and <br />WHEREAS, Section 6.1 of the Power Sales Agreement provides that all actions to be <br />taken by the Board of Directors with respect to Tieton Hydropower Project matters shall be <br />decided by the affirmative vote of a majority of the Project Votes (as defined in the Joint Powers <br />Agreement) cast thereon; and <br />WHEREAS, the Board of Directors desires to unanimously approve the above -referenced <br />provision of Section 6.1 of the Power Sales Agreements; <br />NOW, THEREFORE, BE IT RESOLVED BY the Board of Directors of the Southern <br />California Public Power Authority as follows: <br />L In accordance with Section 10(g) of the Joint Powers Agreement, the Board of <br />Directors hereby approves the provision set forth in Section 6.1 of the Power Sales Agreements <br />to the effect that all actions to be taken by the Board of Directors with respect to the Tieton <br />Hydropower Project matters shall be decided by the affirmative vote of a majority of the Project <br />Votes (as defined in the Joint Powers Agreement) cast thereon. <br />2. Each of the President, Vice President, Secretary and any Assistant Secretary, the <br />Executive Director and any other officer of the Authority is hereby authorized to do and cause to <br />be done any and all acts and things deemed necessary or advisable for carrying out the intent of <br />this Resolution. <br />3. This Resolution shall become effective immediately <br />