1191. ~:
ORDINANCE NO.
AN ORDINANCE AUTHORIZING THE CITY OF WEST
MEMPHIS, ARKANSAS TO AMEND CERTAIN
AGREEMENTS REGARDING THE 04dNERSHIP AND
~` OPERATION OF THE INDEPENDENCE STEAM ELECTRIC
STATION; AUTHORIZING THE CITY TO ENTER INTO
CERTAIN OTHER AGREEMENTS REGARDING THE
~r' INDEPENDENCE STEAM ELECTRIC STATION AND
CONSENTING TO THE SALE AND LEASEBACK BY
ARKANSAS ELECTRIC COOPERATIVE CORPORATION OF
ITS 35% UNDIVIDED INTEREST IN INDEPENDENCE
UN I T 2 ; AND DECLARING AN EMERGENCY .
WHEREAS, the City of West Memphis, Arkansas (the
"City"), is a municipality existing under the laws of the State
of Arkansas; and
WHEREAS, the City has, along with six other parties,
including without limitation Arkansas Electric Cooperative
Corporation ("AECC"), constructed an 840 MW (nominal rated
capacity) coal-fired steam electric generating unit located in
Independence County, Arkansas which generating unit is known as
"Independence Unit 2"; and
WHEREAS, AECC desires to sell to and lease back from
United States Trust Company of New York, not in its individual
capacity but solely as trustee under a Trust Agreement with
General Electric Credit Corporation, AECC's 35% undivided
interest in Independence Unit 2 and to enter into certain
agreements related thereto (the "Transaction"); and
WHEREAS, it is deemed desirable and in the best
interests of the City to amend certain agreements to which the
City is a party, to enter into certain other agreements with
respect to Independence Unit 2 and to consent to the
Transaction, all to facilitate the Transaction; and
WHEREAS, substantially final forms of the documents to
be executed by the City in connection with the Transaction have
been prepared and presented to and reviewed by the Utility
Department of this City; and
WHEREAS, it is appropriate to adopt an ordinance
authorizing the execution of such documents;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF
THE CITY OF WEST MEMPHIS, ARKANSAS, IN ACCORDANCE WITH THE LAWS
OF THE STATE OF ARKANSAS AND THE CHARTER OF TH I S C I TY, THAT
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Section 1. The following agreements (the "AECC
Documents") to be entered into by the City with respect to the
Transaction:
(a) Amendment to Independence Steam Electric Station
Ownership Agreement;
(b) Amendment to Independence Steam Electric Station
Operating Agreement;
(c) Owners' Agreement; and
(d) Consent, Amendment and Assumption
substantially in the forms presented to this meeting, be, and
the same hereby are, in all respects approved.
Section 2. The City is hereby authorized to enter
into and perform its obligations under each of the AECC
Documents in the forms authorized hereby.
Section 3. The Mayor, the City Clerk, or the
Vice-Mayor, if any, of the City be, and each of them hereby is,
authorized, empowered and directed to execute and deliver, in
the name of and on behalf of the City, where necessary, to
attest and to affix the seal of the City to, each of the AECC
Documents, each substantially in the form presented to this
meeting as aforesaid, with such changes therein or additions
thereto as shall be approved by the person or persons executing
the same, the execution and delivery of such AECC Documents by
any such person or persons to be conclusive evidence of their
approval of the form thereof and that the same is duly
authorized by this Ordinance.
Section 4. The City shall, and the officers and
agents of the City are hereby authorized, empowered and
directed, in the name and on behalf of the City and under its
seal where necessary, to execute and deliver such further
agreements, documents, certificates and instruments, to take or
cause to be taken, and to do and perform all such other acts and
things, as may be necessary advisable or appropriate in order to
carry out the transactions contemplated by the agreements and
instruments referred to in this Ordinance and to carry out and
comply with the intent of this Ordinance.
Section 5. The City Clerk is hereby authorized and
directed to file in the office of the City Clerk, as a part of
the minutes of the meeting at which this Ordinance is adopted,
for inspection by any interested person a copy of each of the
AECC Documents presented at this meeting and as finally
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executed, and such documents shall be on file for inspection by
any interested person.
Section 6. There is hereby found and declared to be
an immediate need for the accomplishment of the Transaction and
the execution and delivery of the AECC Documents in order to
assure the timely completion and operation of Independence Unit
2 and the immediate application of the provisions of the AECC
~" Documents, to provide electricity and otherwise benefit the
public health, safety and welfare of the City and the
inhabitants thereof, and the taking of the action authorized
hereby is immediately necessary for the accomplishing of these
public benefits and purposes. It is, therefore, declared that
an emergency exists and this Ordinance being necessary for the
immediate preservation of the public peace, health and safety
shall be in force and effect immediately upon,.----°~and-~fter its
passage. ~
PASSED: November l5 1984.
ATTEST:
By
ty Cle
aygr
(SEAL)