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[Project Vote; Burbank, <br />Glendale and LA] <br />RESOLUTION NO. 2009-108 <br />RESOLUTION RELATING TO THE TIETON HYDROPOWER <br />PROJECT: (I) AUTHORIZING THE EXECUTION AND DELIVERY <br />OF (A) AN ASSET PURCHASE AGREEMENT AND RELATED <br />DOCUMENTS; (B) THREE SEPARATE POWER SALES AND <br />ACQUISITION CONTRACTS; AND (C) AN AGENCY <br />AGREEMENT; (II) AUTHORIZING THE PREPARATION OF ALL <br />DOCUMENTS NECESSARY OR APPROPRIATE TO SELL AND <br />ISSUE POWER PROJECT REVENUE BONDS, PROCEEDS OF <br />WHICH WILL BE USED TO FUND CERTAIN COSTS <br />ASSOCIATED WITH THE ACQUISITION OF THE TIETON <br />HYDROPOWER PROJECT; (III) AUTHORIZING THE <br />APPOINTMENT OF AN UNDERWRITER FOR THE BONDS; <br />(IV) AUTHORIZING CERTAIN RELATED ACTIONS; AND <br />(V) AUTHORIZING THE OFFICERS OF THE AUTHORITY TO DO <br />ALL OTHER THINGS 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 small <br />hydroelectric generation resources and facilities as part of the Authority's Renewable <br />Electric Energy Resource Project created by the Board of Directors pursuant to Resolution <br />No. 2006-13, adopted by the Board of Directors on April 20, 2006, in order to provide a <br />long-term supply of renewable energy to such members for the purpose of satisfying the <br />needs of such members and their governing bodies to meet desired specified renewable <br />energy resource goals; and <br />WHEREAS, in furtherance of the goals of the Renewable Electric Energy Resource <br />Project, in 2008, the Authority and Tieton Hydropower, L.L.C. entered into a Power <br />Purchase Agreement, pursuant to which the Authority agreed to purchase the output of the <br />Tieton Hydropower, L.L.C. resource, a "run of the reservoir" hydroelectric facility, <br />comprised of a powerhouse with a generating nameplate capacity of 13.6 MW situated <br />near Rimrock Lake at the base of the Bureau of Reclamation Tieton River Dam at river <br />mile 21.2, approximately 40 miles west of the City of Yakima, Washington, which output <br />is being sold to certain of the Authority's members (namely, the Cities of Burbank and <br />Glendale and the City of Los Angeles, acting by and through the Department of Water and <br />Power ("LADWP" and collectively with the Cities of Burbank and Glendale, the "Project <br />Participants")); and <br />WHEREAS, the Project Participants desire that the Authority obtain the ownership <br />and benefits of the Tieton hydroelectric facility and its related resources, including a 22 - <br />mile, 115 kV transmission line from the power plant to the point of interconnection with <br />the electrical grid, and related assets, permits, entitlements, contracts, leases, legal and <br />85224307.2 <br />