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RESOLUTION NO. 2009-81 <br />RESOLUTION RELATING TO THE LINDEN WIND ENERGY PROJECT <br />AUTHORIZING THE ISSUANCE OF A SPECIAL BILLING <br />STATEMENT TO THE CITY OF LOS ANGELES ACTING BY AND <br />THROUGH THE DEPARTMENT OF WATER AND POWER AND TO <br />THE CITY OF GLENDALE PURSUANT TO SECTION 11.4 OF EACH <br />PROJECT PARTICIPANT'S LINDEN WIND ENERGY PROJECT <br />POWER SALES AGREEMENT FOR THE PURPOSE OF MAKING THE <br />FIRST MILESTONE PAYMENT UNDER AND PURSUANT TO THE <br />LINDEN WIND ENERGY PROJECT ASSET PURCHASE AGREEMENT; <br />(II) DELEGATING TO THE EXECUTIVE DIRECTOR THE RIGHT <br />POWER AND AUTHORITY TO PREPARE, ISSUE AND DELIVER THE <br />SEPCIAL BILLING STATEMENT FOR THE PURPOSE OF MAKING <br />THE FIRST MILESTONE PAYMENT UNDER AND PURSUANT TO THE <br />LINDEN WIND ENERGY PROJECT ASSET PURCHASE AGREEMENT; <br />(III) AUTHORIZING CERTAIN RELATED ACTIONS; AND <br />(IV) AUTHORIZING THE OFFICERS OF THE AUTHORITY TO DO <br />ALL OTHER THINGS DEEMED NECESSARY OR ADVISABLE. <br />For the purposes of this Resolution the terms employed herein, whether in the singular or <br />plural, unless specifically provided otherwise, when used herein and initially capitalized, shall <br />have the meaning ascribed thereto in the Linden Wind Project Power Sales Agreements. <br />WHEREAS, the Southern California Public Power Authority (the "Authority" or <br />"SCPPA") and certain of its members are seeking the acquisition and development of certain <br />wind generation resources and facilities as part of the SCPPA Renewable Electric Energy <br />Resource Project created by the Board of Directors pursuant to SCPPA Resolution Number <br />2006-13, to provide a long-term supply of renewable energy to such members for the purpose of <br />satisfying the needs of such members and their governing bodies to meet desired specified <br />renewable energy resource goals; and <br />WHEREAS, pursuant to these goals certain SCPPA members have been involved in the <br />investigation and the acquisition of information relating to a Washington state wind generation <br />project and its related properties, permits, leases facilities, rights, entitlements, structures, and <br />administrative and operating agreements and the attendant rights, entitlements and assets <br />associated with this project, including interconnection and transmission related rights and <br />entitlements, referred to as the Linden Wind Energy Project (the "Linden Wind Energy Project" <br />or the "Project"); and <br />WHEREAS, the SCPPA members electing to participate in the Linden Wind Energy <br />Project (the "Project Participants") have negotiated an Asset Purchase Agreement and related <br />arrangements and mechanisms for the acquisition of the Project, its interconnection and <br />transmission arrangements and other related facility assets, rights and entitlements; and <br />WHEREAS, the Authority contemplates executing a definitive Asset Purchase <br />Agreement with Northwest Wind Partners for the acquisition of the Linden Wind Energy Project <br />and its Project resources, and anticipates entering into Power Sales Agreements with the Project <br />