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[Project Vote] <br />RESOLUTION NO. 2009-79 <br />RESOLUTION RELATING TO THE LINDEN WIND ENERGY <br />PROJECT: (I) AUTHORIZING THE EXECUTION AND DELIVERY OF <br />(A) AN ASSET PURCHASE AGREEMENT AND RELATED <br />DOCUMENTS; (B) TWO SEPARATE POWER SALES AGREEMENTS; <br />(C) A CONTRACT FOR SALE AND PURCHASE OF LINDEN WIND <br />ENERGY; AND (D) AN AGENCY AGREEMENT; (II) AUTHORIZING <br />CERTAIN RELATED ACTIONS; AND (III) AUTHORIZING THE <br />OFFICERS OF THE AUTHORITY TO DO ALL OTHER THINGS <br />DEEMED NECESSARY OR ADVISABLE <br />WHEREAS, the Southern California Public Power Authority (the "Authority") and <br />certain of its members have investigated the acquisition and development of certain wind <br />generation resources and facilities as part of the Authority's Renewable Electric Energy <br />Resource Project created by the Board of Directors pursuant to Resolution No. 2006-13, adopted <br />by the Board of Directors on March 17, 2006, in order to provide a long-term supply of <br />renewable energy to such members for the purpose of satisfying the needs of such members and <br />their governing bodies to meet desired specified renewable energy resource goals; and <br />WHEREAS, in furtherance of the goals of the Renewable Electric Energy Resource <br />Project, pursuant to Resolution No. 2009-63, adopted by the Board of Directors on <br />May 21, 2009, the Board of Directors authorized the Executive Director of the Authority to, <br />among other things, negotiate the terms and conditions of a proposed Asset Purchase Agreement <br />with Northwest Wind Partners, LLC and related arrangements and mechanisms necessary to <br />effect the acquisition by the Authority of a wind generation project and its related properties, <br />permits, leases, facilities, rights, entitlements, structures, and administrative and operating <br />agreements and the attendant rights, entitlements and assets associated therewith, including <br />interconnection and transmission related rights and entitlements, referred to as the "Linden Wind <br />Energy Project" and located in the State of Washington; and <br />WHEREAS, the form of the Asset Purchase Agreement has been negotiated and there is <br />now presented to this meeting proposed forms of the Asset Purchase Agreement and various <br />other project agreements relating to the Linden Wind Energy Project that is to be acquired by the <br />Authority pursuant to such Asset Purchase Agreement for the benefit of certain of the <br />Authority's members (namely the City of Los Angeles acting by and through the Department of <br />Water and Power ("LADWP") and the City of Glendale); and <br />WHEREAS, the Authority and each of LADWP and the City of Glendale (hereinafter <br />sometimes referred to as the "Project Participants") desire to enter into Power Sales Agreements, <br />the forms of which are now presented to this meeting, whereby the Authority will agree to <br />provide to each of such Project Participants a share of all products, rights and benefits, whether <br />tangible or intangible, received or obtained by the Authority with respect to the Linden Wind <br />Energy Project, including the facility output thereof, and each such Project Participant will agree <br />to pay its pro -rata share of all costs, liabilities and obligations of the Authority in connection <br />with the Linden Wind Energy Project, including, but not limited to, all debt service costs on <br />