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[Roll Call Vote] <br />RESOLUTION NO. 2009-137 <br />RESOLUTION RELATING TO THE PURCHASE, INSTALLATION AND <br />MAINTENANCE OF G°ICE BEAR" UNITS: (I) AUTHORIZING THE <br />EXECUTION AND DELIVERY OF (A) AN ICE BEAR UNIT PURCHASE <br />AND SALE AGREEMENT AND (B) MAINTENANCE AND <br />VERIFICATION SERVICES AGREEMENTS; (II) AUTHORIZING <br />CERTAIN RELATED ACTIONS; AND (III) AUTHORIZING THE <br />OFFICERS OF THE AUTHORITY TO DO ALL THINGS DEEMED <br />NECESSARY OR ADVISABLE <br />WHEREAS, the Southern California Public Power Authority (the "Authority") and <br />certain of its members have taken measures and created programs to facilitate the acquisition and <br />development of various renewable resources and, among other things, to shift energy <br />consumption from peak periods to off peak periods; <br />WHEREAS, one of the actions taken in furtherance of shifting energy consumption to off <br />peak periods has been to negotiate with Ice Energy California (Installations), LLC (the "Seller") <br />the possible purchase, installation and commissioning of Ice Bear Units, which are units <br />generally comprised of an ice condensing unit, an ice storage tank, an ice cooling circuit, <br />associated controls and sensors, and related installation equipment; <br />WHEREAS, such purchase, installation and commissioning of the Ice Bear Units to <br />implement this program would be pursuant to the Ice Bear Unit Purchase and Sale Agreement <br />between the Seller and the Authority (the "Purchase and Sale Agreement'), the form of which is <br />on file with the Authority; <br />WHEREAS, once installed and commissioned, the Ice Bear Units would be maintained, <br />and certain other services will be provided, pursuant to one or more Maintenance and <br />Verification Services Agreements between Ice Energy California (Operations), LLC ("Ice Bear <br />Operations") and the Authority (the "Maintenance Agreements"), the form of which is on file <br />with the Authority; <br />WHEREAS, a Maintenance Agreement will be entered into by the Authority for the <br />benefit of each Authority member for which the Authority purchases Ice Bear Units pursuant to <br />the Purchase and Sale Agreement (unless such Authority member elects to enter directly into a <br />maintenance and verification services agreement between Ice Bear Operations and such <br />Authority member or elects to maintain the Ice Bear Units on its own); <br />WHEREAS, the Purchase and Sale Agreement provides that those Authority members <br />that currently may be interested in having the Authority purchase Ice Bear Units for their benefit <br />are as follows: the Cities of Azusa, Burbank, Colton and Glendale and the Imperial Irrigation <br />District; <br />