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Requires a Unanimous Vote of the <br />Board of Directors (No Abstentions) <br />RESOLUTION NO. 2007-61 <br />RESOLUTION RELATING TO THE PEBBLE SPRINGS WIND <br />PROJECT : (I) DETERMINING THAT ALL MATTERS RELATING TO <br />THE PEBBLE SPRINGS WIND PROJECT SHALL BE DECIDED BY A <br />SEVENTY FIVE PERCENT VOTE OF THE PROJECT VOTES CAST <br />THEREON IN THE MANNER SPECIFIED IN SECTION 6.1 OF THE <br />PEBBLE SPRINGS WIND PROJECT POWER SALES AGREEMENTS <br />AND (II) AUTHORIZING THE OFFICERS OF THE AUTHORITY TO DO <br />ALL THINGS DEEMED NECESSARY OR ADVISABLE <br />WHEREAS, the Joint Powers Agreement, dated as of November 1, 1980, among the <br />members of the Southern California Public Power Authority (the "Authority" or "SCPPA") as <br />amended, (the "Joint Powers Agreement') provides in Section 10(g) thereof that upon the <br />unanimous vote of the Board of Directors of the Authority, questions regarding Project Matters <br />(as defined in the Joint Powers Agreement) voted upon by the Board of Directors with respect to <br />a project of the Authority may be decided by a specified percentage of the Project Votes (as <br />defined in the Joint Powers Agreement) cast thereon instead of 80% of the Project Votes cast <br />thereon as specified in Section 10(g); and <br />WHEREAS, a necessary component of the currently envisioned Pebble Springs <br />Wind Project contemplates that the Project Participants in the Pebble Springs Wind Project will <br />enter into Power Sales Agreements ("the Power Sales Agreements") which definitively set forth <br />the rights and obligations of each Project Participant and SCPPA; and <br />WHEREAS, the Power Sales Agreements between SCPPA and the Project Participants <br />for the Pebble Springs Wind Project (the Project) contemplate the formation of a Coordinating <br />Committee with further project oversight through the SCPPA Board of Directors, to provide for <br />cooperation and interchange of information among the participants and SCPPA and to decide <br />various financial, administrative and technical matters, which may arise from time to time in <br />connection with the Project; and <br />WHEREAS, under the currently envisioned structure, Section 61 of the Power <br />Sales Agreements provides that no action can be taken by the Coordinating Committee or the <br />Board of Directors unless at least two representatives having total entitlement shares aggregating <br />at least seventy five percent of the Project votes thereon shall cast their affirmative vote with <br />respect to the matter, and that matters before the Coordinating Committee and the Board of <br />Directors shall be decided by the affirmative vote of seventy five percent of the Project Votes (as <br />defined in the Joint Powers Agreement) cast thereon; and <br />WHEREAS, the Board of Directors desires to unanimously approve the above -referenced <br />provision of the Pebble Springs Wind Project Power Sales Agreements; <br />