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[Project Vote; Anaheim] <br />RESOLUTION NO. 2009-103 <br />RESOLUTION RELATING TO THE CANYON POWER PROJECT: <br />(I) AUTHORIZING THE EXECUTION AND DELIVERY OF (A) A FIRST <br />AMENDMENT TO THE POWER SALES AGREEMENT, (B) A <br />MANAGEMENT AND OPERATING AGREEMENT, (C) A SITE LEASE <br />AND SERVICES AGREEMENT, (D) AN ANAHEIM INTER- <br />CONNECTION AGREEMENT, (E) AN AGENCY AGREEMENT, (F) AN <br />AMENDED AND RESTATED INDENTURE OF TRUST, (G) A SECOND <br />SUPPLEMENTAL INDENTURE OF TRUST RELATING TO THE <br />CANYON POWER PROJECT, REVENUE NOTES, 2009 SERIES A, AND <br />(H) A PURCHASE CONTRACT; (II) AUTHORIZING THE ISSUANCE <br />OF NOTES FOR THE CANYON POWER PROJECT; <br />(III) AUTHORIZING THE DELIVERY OF A PRELIMINARY OFFICIAL <br />STATEMENT AND THE EXECUTION AND DELIVERY OF AN <br />OFFICIAL STATEMENT; (IV) AUTHORIZING CERTAIN RELATED <br />ACTIONS; AND (V) AUTHORIZING THE OFFICERS OF THE <br />AUTHORITY TO DO ALL OTHER THINGS DEEMED NECESSARY OR <br />ADVISABLE <br />WHEREAS, there has been presented to this meeting proposed forms of various project <br />agreements and certain financing documents relating to the Canyon Power Project that is to be <br />constructed and acquired by the Southern California Public Power Authority (the "Authority") in <br />the City of Anaheim ( the "Participant") for the benefit of the Participant; <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 Vice President and the Executive Director of the Authority is hereby <br />authorized to execute and deliver a Canyon Power Project First Amendment to the Power Sales <br />Agreement, between the Authority and the City of Anaheim, in the form on file with the <br />Assistant Secretary of the Authority, with such changes, insertions and omissions as shall be <br />approved by said Vice President or Executive Director (such approval to be conclusively <br />evidenced by his execution and delivery thereof), and each of the Secretary and any Assistant <br />Secretary is hereby authorized to attest to such signature. The form of such Canyon Power <br />Project First Amendment to the Power Sales Agreement is hereby made a part of this Resolution <br />as though set forth in full herein and the same hereby is approved. <br />2. Each of the Vice President and the Executive Director of the Authority is hereby <br />authorized and directed to execute and deliver a Canyon Power Project Management and <br />Operating Agreement, between the Authority and the City of Anaheim, in the form on file with <br />the Assistant Secretary of the Authority, with such changes, insertions and omissions as shall be <br />approved by said Vice President or Executive Director (such approval to be conclusively <br />evidenced by his execution and delivery thereof), and each of the Secretary and any Assistant <br />Secretary is hereby authorized to attest to such signature. The form of such Canyon Power <br />